SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC  20549


                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES AND EXCHANGE ACT OF 1934


                                       
       Date of report (Date of earliest event reported) February 18, 1998




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




            Maryland                   1-12504                95-4448705
- ------------------------------------------------------------------------------
  (State or Other Jurisdiction    (Commission File          (IRS Employer
       of Incorporation)               Number)           Identification No.)




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



       Registrant's telephone number including area code: (310) 394-6911

                                   Not applicable.     
- ------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)




Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits


(c)  Exhibits


      1.1      Underwriting Agreement, dated February 18, 1998
               between A.G. Edwards & Sons, Inc. and the
               Registrant regarding the sale of 1,826,484 shares
               of the Registrant's common stock (the "Shares").

      5.1      Opinion of O'Melveny & Myers LLP as to the
               validity of the Shares.

     23.1      Consent of O'Melveny & Myers LLP (included in
               Exhibit 5.1).


                                      2




     Pursuant to the requirements of the Securities and Exchange Act of 1934, 
the Registrant has duly caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Santa Monica, State of 
California.

                              THE MACERICH COMPANY



                              By:  /s/ RICHARD A. BAYER     
                                   --------------------------------
                                   Richard A. Bayer
                                   General Counsel & Secretary

DATED:    February 20, 1998


                                       3

                                       
                                  EXHIBIT 1.1

                                1,826,484 SHARES

                              THE MACERICH COMPANY

                                  COMMON STOCK

                             UNDERWRITING AGREEMENT



                                                              February 18, 1998


A.G. Edwards & Sons, Inc.
One North Jefferson Avenue
St. Louis, Missouri 63103

     The undersigned, The Macerich Company, a Maryland corporation (the 
"COMPANY") hereby confirms its agreement with you (the "UNDERWRITER") as 
follows:

     1.   DESCRIPTION OF SHARES.  The Company proposes to issue and sell to 
you 1,826,484 shares of its Common Stock, par value $.01 per share (the 
"SHARES"). The Shares are more fully described in the Prospectus hereinafter 
defined.

     2.   PURCHASE, SALE AND DELIVERY OF SHARES.  On the basis of the 
representations, warranties and agreements herein contained, but subject to 
the terms and conditions herein set forth, the Company agrees to sell to you, 
and you agree to purchase from the Company at a purchase price of $26.0100 
per share, 1,826,484 Shares. 

     Delivery to the Underwriter of and payment for the Shares will be made 
at the office of A.G. Edwards & Sons, Inc., 77 Water Street, New York, New 
York ("EDWARDS' OFFICE"), or such other place as you and the Company may 
mutually agree upon (the "PLACE OF CLOSING"), for your account against 
payment to the Company of the purchase price for the Shares sold to you by 
wire transfer of immediately available funds, at 10:00 a.m., St. Louis time, 
on February 23, 1998, or at such other time and date not later than three 
full business days thereafter as you and the Company may agree, such time and 
date of payment and delivery being herein called the "Closing Date."  The 
Company will not be obligated to deliver any of the Shares except upon 
payment for all of the Shares to be purchased on the Closing Date.

     The parties acknowledge and agree that the Shares will be delivered and 
maintained in book-entry form and will be in such names and denominations as 
you may request prior to 1:00 p.m., New York City time, on the second 
business day prior to the Closing Date.




     3.   Representations, Warranties and Agreements of the Company. (a) The 
Company represents and warrants to and agrees with you that:

    (i)   The Company meets the requirements for use of Form S-3 under the 
Securities Act of 1933, as amended (the "ACT"); a registration statement 
(Registration No. 333-21157) on Form S-3, including a prospectus relating to 
the registration of the Shares and such other securities which may be offered 
from time to time in accordance with Rule 415 under the Act, and such 
amendments to such registration statement as may have been required to the 
date of this Agreement, have been prepared by the Company pursuant to and in 
conformity with the requirements of the Act, and the Rules and Regulations 
(the "RULES AND REGULATIONS") of the Securities and Exchange Commission (the 
"COMMISSION") thereunder, and have been filed with the Commission under the 
Act and the Registration Statement was declared effective.  Copies of such 
registration statement, including any amendments thereto, each related 
preliminary prospectus contained therein, the exhibits, financial statements 
and schedules have heretofore been delivered by the Company to you.  A 
prospectus supplement (the "PROSPECTUS SUPPLEMENT") setting forth the terms 
of the offering, sale and plan of distribution of the Shares and additional 
information concerning the Company and its business has been or will be so 
prepared and will be filed pursuant to Rule 424(b) of the Rules and 
Regulations on or before the second business day after the date hereof (or 
such earlier time as may be required by the Rules and Regulations).  The term 
"Registration Statement" as used herein means the registration statement, and 
the basic prospectus included therein, as amended at the time it or any 
amendment thereto became effective under the Act, or at the time any Annual 
Report on Form 10-K is filed by the Company with the Commission (the 
"EFFECTIVE DATE"), including financial statements and all exhibits and all 
documents incorporated by reference therein pursuant to Item 12 of Form S-3 
under the Act.  Any document filed by the Company under the Securities 
Exchange Act of 1934, as amended (the "EXCHANGE ACT") after the effective 
date of the Registration Statement or the date of the Prospectus Supplement 
and incorporated by reference in the Prospectus shall be deemed to be 
included in the Registration Statement and the Prospectus as of the date of 
such filing.  The term "Prospectus" as used herein means (i) the basic 
prospectus included in the Registration Statement at the Effective Date, as 
supplemented by the Prospectus Supplement as first filed with the Commission 
pursuant to Rule 424(b) of the Rules and Regulations, except that, if such 
basic prospectus is amended or supplemented subsequent to the Effective Date, 
the term "Prospectus" shall refer to the basic prospectus as so amended or 
supplemented and as further supplemented by the Prospectus Supplement, or 
(ii) if no such filing is required, the form of final prospectus included in 
the Registration Statement at the Effective Date.

     (ii)   The Commission has not issued, and is not to the knowledge of the 
Company threatening to issue, an order preventing or suspending the use of 
the Prospectus nor instituted proceedings for that purpose.  The Registration 
Statement at the Effective Date, and the Prospectus at its date of issue and 
any amendments or supplements thereto prior to the Closing Date conform or 
will conform in all material respects, as the case may be, to the 
requirements of, the Act and the Rules and 


                                       5



Regulations.  Neither the Registration Statement nor any amendment thereto, 
as of the applicable effective date, and neither the Prospectus nor any 
supplement thereto prior to the Closing Date, as of its applicable filing 
date, contains or will contain, as the case may be, any untrue statement of a 
material fact or omits or will omit to state any material fact required to be 
stated therein or necessary to make the statements therein, in the light of 
the circumstances under which they were made, not misleading; PROVIDED, 
HOWEVER, that the Company makes no representation or warranty as to 
information contained in or omitted from the Registration Statement or the 
Prospectus, or any such amendment or supplement, in reliance upon, and 
conforming with, written information furnished to the Company by you 
specifically for use in the preparation thereof.

     (iii)   The documents incorporated by reference in the Prospectus 
pursuant to Item 12 of Form S-3 under the Act, when they became effective or 
at the time they were filed with the Commission, as the case may be, complied 
in all material respects with the requirements of the Exchange Act, and the 
rules and regulations adopted by the Commission thereunder (the "EXCHANGE ACT 
RULES AND REGULATIONS"), and, when filed with the Commission, did not contain 
an untrue statement of a material fact or omit to state a material fact 
required to be stated therein or necessary to make the statements therein not 
misleading.

     (iv)   The filing of the Registration Statement and the execution and 
delivery of this Agreement have been duly authorized by the Board of 
Directors of the Company; this Agreement constitutes a valid and legally 
binding obligation of the Company enforceable in accordance with its terms 
(except to the extent the enforceability of the indemnification and 
contribution provisions of Section 6 hereof may be limited by public policy 
considerations as expressed in the Act as construed by courts of competent 
jurisdiction, and except as enforceability may be limited by bankruptcy, 
insolvency, reorganization, moratorium and other laws affecting creditors' 
rights generally and by general principles of equity); the issue and sale of 
the Shares by the Company and the performance of this Agreement and the 
consummation of the transactions herein contemplated will not result in a 
violation of the Company's articles of incorporation or bylaws or result in a 
breach or violation of any of the terms and provisions of, or constitute a 
default under, or result in the creation or imposition of any lien, charge or 
encumbrance upon any properties or assets of the Company or its subsidiaries 
under, any statute, or under any indenture, mortgage, deed of trust, note, 
loan agreement, sale and leaseback arrangement or other agreement or 
instrument to which the Company or any of its subsidiaries is a party or by 
which they are bound or to which any of the properties or assets of the 
Company or its subsidiaries is subject, or any order, rule or regulation of 
any court or governmental agency or body having jurisdiction over the Company 
or its subsidiaries or their properties, except to such extent as does not 
materially adversely affect the business of the Company and its subsidiaries 
taken as a whole; no consent, approval, authorization, order, registration or 
qualification of or with any court or governmental agency or body is required 
for the consummation of the transactions herein contemplated, except such as 
may be required by the National Association of Securities


                                       6



Dealers, Inc. (the "NASD") or under the Act or Rules and Regulations or any 
state securities laws.

     (v)   Neither the Company nor any of its subsidiaries has sustained 
since the date of the latest audited financial statements included or 
incorporated by reference in the Prospectus any material loss or interference 
with its business from fire, explosion, flood or other calamity, whether or 
not covered by insurance, or from any labor dispute or court or governmental 
action, order or decree.  Except as contemplated in the Prospectus, 
subsequent to the respective dates as of which information is given in the 
Registration Statement and the Prospectus, the Company and its subsidiaries 
taken as a whole have not incurred any material liabilities or material 
obligations, direct or contingent, other than in the ordinary course of 
business, or entered into any material transactions not in the ordinary 
course of business, and there has not been any material change in the capital 
stock or long-term debt of the Company and its subsidiaries taken as a whole 
or any material adverse change in the condition (financial or other), net 
worth, business or results of operations of the Company and its subsidiaries 
taken as a whole.  The Company and its subsidiaries have filed all necessary 
federal, state and foreign income and franchise tax returns and paid all 
taxes shown as due thereon; all tax liabilities are adequately provided for 
on the books of the Company and its subsidiaries except to such extent as 
would not materially adversely affect the business of the Company and its 
subsidiaries taken as a whole, the Company and its subsidiaries have made all 
necessary payroll tax payments and are current and up-to-date as of the date 
of this Agreement; and the Company and its subsidiaries have no knowledge of 
any tax proceeding or action pending or threatened against the Company or its 
subsidiaries which might materially adversely affect their business or 
property taken as a whole.

     (vi)   Except as described in the Prospectus, there is not now pending 
or, to the knowledge of the Company, threatened or contemplated, any action, 
suit or proceeding to which the Company or its subsidiaries is a party before 
or by any court or public, regulatory or governmental agency or body which 
might be expected to result (individually or in the aggregate) in any 
material adverse change in the condition (financial or other), business or 
results of operations of the Company and its subsidiaries taken as a whole, 
or might be expected to materially and adversely affect the properties or 
assets thereof, and there are no contracts or documents of the Company or its 
subsidiaries which would be required to be filed as exhibits to the 
Registration Statement by the Act or by the Rules and Regulations which have 
not been filed as exhibits to the Registration Statement or incorporated by 
reference therein.

     (vii)   The Company has duly and validly authorized capital stock as 
described in the Prospectus; all outstanding shares of Common Stock of the 
Company and the Shares conform, or when issued will conform, to the 
description thereof in the Prospectus and have been, or, when issued and paid 
for will be, duly authorized, validly issued, fully paid and nonassessable; 
and the issuance of the Shares to be purchased from the Company hereunder is 
not subject to preemptive rights.


                                       7




     (viii)   Each of the Company and its subsidiaries have been duly 
incorporated or formed, as the case may be, and is a validly existing 
corporation, general or limited partnership, or other legal entity, as the 
case may be, in good standing under the laws of the state or other 
jurisdiction in which it is incorporated or formed, as the case may be.  The 
Company and its subsidiaries have full power and authority (corporate or 
other) to own, lease and operate their properties and conduct their 
businesses as described in the Prospectus; each of the Company and its 
subsidiaries is duly qualified or registered to do business and is in good 
standing in each state or other jurisdiction in which its ownership or 
leasing of property or conduct of business legally requires such 
qualification, except where the failure to be so qualified would not have a 
material adverse effect on the ability of the Company and its subsidiaries to 
conduct its or their business as described in the Prospectus; and the 
outstanding shares of capital stock or ownership interests of the Company's 
subsidiaries have been duly authorized and validly issued, are fully paid and 
nonassessable and are owned by the Company free and clear of any mortgage, 
pledge, lien, encumbrance, charge or adverse claim and are not the subject of 
any agreement or understanding with any person, except for such as would not 
have a material adverse effect on the Company and its subsidiaries taken as a 
whole; no options, warrants or other rights to purchase, agreement or other 
obligations to issue or other rights to convert any obligations into shares 
of capital stock or ownership interest in the subsidiaries are outstanding.

     (ix)   Coopers & Lybrand L.L.P., KPMG Peat Marwick LLP and Ernst & Young 
LLP, the accounting firms which have certified the financial statements filed 
with or incorporated by reference in and as a part of the Registration 
Statement, are independent public accounting firms within the meaning of the 
Act and the Rules and Regulations.

     (x)   The consolidated financial statements of the Company together with 
the related schedules and notes thereto, set forth or included or 
incorporated by reference in the Registration Statement and Prospectus fairly 
present the financial condition of the Company and its consolidated 
subsidiaries as of the dates indicated and the results of operations, changes 
in financial position, shareholders' equity and cash flows for the periods 
therein specified, in conformity with generally accepted accounting 
principles consistently applied throughout the periods involved (except as 
otherwise stated therein).  The summary and selected financial and 
statistical data included or incorporated by reference in the Registration 
Statement and the Prospectus present fairly the information shown therein 
and, to the extent based upon or derived from the financial statements, have 
been compiled on a basis consistent with the financial statements presented 
therein.  In addition, the pro forma financial statements of the Company, and 
the related notes thereto, included or incorporated by reference in the 
Registration Statement and the Prospectus present fairly the information 
shown therein, have been prepared in accordance with the Commission's rules 
and guidelines with respect to pro forma financial statements and have been 
properly compiled on the basis described therein, and the assumptions used in 
the preparation thereof are reasonable and the adjustments used therein are 
appropriate to give effect to the transactions and circumstances referred to 


                                       8



therein.  Furthermore, all financial statements required by Rule 3-14 of 
Regulation S-X ("RULE 3-14") have been included or incorporated by reference 
in the Registration Statement and the Prospectus and any such financial 
statements are in conformity with the requirements of Rule 3-14.  No other 
financial statements are required to be set forth or to be incorporated by 
reference in the Registration Statement or the Prospectus under the Act or 
the Rules and Regulations thereunder.

     (xi)   Neither the Company nor any subsidiary is in default with respect 
to any contract or agreement to which it is a party; PROVIDED that this 
representation shall not apply to defaults which in the aggregate are not 
materially adverse to the condition, financial or other, or the business or 
prospects of the Company and its subsidiaries taken as a whole.

     (xii)   Neither the Company nor any subsidiary is in violation of any 
other laws, ordinances or governmental rules or regulations to which it is 
subject, including, without limitation, Section 13 of the Exchange Act, and 
neither the Company nor any subsidiary has failed to obtain any license, 
permit, franchise, easement, consent, or other governmental authorization 
necessary to the ownership, leasing and operation of its properties or to the 
conduct of its business, which violation or failure would materially 
adversely affect the business, operations, affairs, properties, prospects, 
profits or condition (financial or other) of the Company and its subsidiaries 
taken as a whole. Neither the Company nor any subsidiary has, at any time 
during the past five years, (A) made any unlawful contributions to any 
candidate for any political office, or failed fully to disclose any 
contribution in violation of law, or (B) made any payment to any state, 
federal or foreign government official, or other person charged with similar 
public or quasi-public duty (other than payment required or permitted by 
applicable law).

     (xiii)   There are no holders of securities of the Company having rights 
to registration thereof or preemptive rights to purchase Common Stock of the 
Company except as disclosed in the Prospectus.  Holders of registration 
rights have waived such rights with respect to the offering being made by the 
Prospectus.

     (xiv)   The Company and each of its subsidiaries has good and marketable 
title to all properties and assets described in the Prospectus as owned by 
it, free and clear of all liens, charges, encumbrances or restrictions, 
except such as (i) are described or incorporated by reference in the 
Prospectus or (ii) are not material to the business of the Company or its 
subsidiaries taken as a whole. The Company and each of its subsidiaries has 
valid, subsisting and enforceable leases for the properties described in the 
Prospectus as leased by it, with such exceptions as are not material and do 
not materially interfere with the use made and proposed to be made of such 
properties by the Company and such subsidiaries; no tenant under any of the 
leases pursuant to which the Company leases its properties has an option or 
right of first refusal to purchase the premises demised under such lease 
which option or right, if exercised, would have a material adverse effect on 
the Company and its subsidiaries taken as a whole; the use and occupancy of 
each of the properties of the Company complies in all material respects with 
all applicable codes and 


                                       9



zoning laws and regulations; the Company has no knowledge of any pending or 
threatened condemnation or zoning change or other proceeding or action that 
will in any material respect affect the size of, use of, improvements of, 
construction on, or access to any of the properties of the Company, except 
for such as would not have a material adverse effect on the Company and its 
subsidiaries taken as a whole.

     (xv)   Title insurance in favor of the Company (or the subsidiary which 
holds title to such property) is maintained with respect to each of the 
properties owned by the Company in an amount at least equal to the greater of 
(i) the cost of acquisition of such property of (ii) the cost of construction 
by the Company of the improvements located on such property (measured at the 
time of such construction), except, in each case, where the failure to 
maintain such title insurance would not materially adversely affect business, 
results of operations, properties, net worth or condition (financial or 
other) of the Company and its subsidiaries taken as a whole.  Title insurance 
in favor of the mortgagee is maintained in an amount equal to the maximum 
commitment of the related loan.

     (xvi)   (a) Except as disclosed in the Prospectus, the Company has no 
knowledge of (a) the presence of any hazardous substances, hazardous 
materials, toxic substances, pollutants or waste materials (collectively, 
"HAZARDOUS MATERIALS") on any of its properties, except that which is in 
compliance with all Environmental Laws or (b) any spills, releases, 
discharges or disposals of Hazardous Materials that have occurred or are 
presently occurring on or from its properties, which presence or occurrence 
would in the aggregate materially adversely affect the business, results of 
operations, properties, net worth or condition (financial or other) of the 
Company and its subsidiaries taken as a whole.

     (b)   Except as disclosed in the Prospectus (including the financial 
statements incorporated by reference therein), the Company, its subsidiaries 
and its properties (i) are in compliance with any and all Environmental Laws, 
(ii) have received all permits, licenses or other approvals required under 
applicable Environmental Laws to conduct its business and (iii) are in 
compliance with all terms and conditions of any such permit, license or 
approval, except where such noncompliance with Environmental Laws, failure to 
receive required permits, licenses or other approvals or failure to comply 
with the terms and conditions of such permits, licenses or approvals would 
not in the aggregate materially adversely affect the business, results of 
operations, properties, net worth or condition (financial or other) of the 
Company and its subsidiaries taken as a whole.

     (c)   The Company engages environmental consultants to perform phase I 
environmental site assessments in accordance with the ASTM Standard to 
identify any environmental conditions prior to the purchase of its 
properties.  On the basis of such phase I environmental site assessments, or 
such additional investigations as may have been performed based on the 
findings of a phase I assessment, and, except as described in the Prospectus 
(including the financial statements incorporated by reference therein), the 
Company and its subsidiaries have reasonably concluded that no such 
environmental conditions exist which would, individually or in the aggregate, 
materially adversely affect 


                                      10



the business, results of operations, properties, net worth or condition 
(financial or other) of the Company and its subsidiaries taken as a whole.

     (d)   As used herein, "Hazardous Material" shall include, without 
limitation any flammable explosives, radioactive materials, hazardous 
materials, hazardous wastes, hazardous or toxic substances, or related 
materials, asbestos, polychlorinated biphenyls ("PCBS"), petroleum products 
and by-products and substances defined or listed as "hazardous substances," 
"toxic substances," "hazardous waste," or "hazardous materials" in any 
Federal, state or local Environmental Law.

     (e)   As used herein, "Environmental Law" shall mean all laws, 
regulations or ordinances of any Federal, state or local governmental 
authority having or claiming jurisdiction over any of its properties (a 
"GOVERNMENTAL AUTHORITY") that are designed to protect public health and the 
environment or regulate the handling of Hazardous Materials, including, 
without limitation, the Comprehensive Environmental Response, Compensation, 
and Liability Act of 1980, as amended (42 U.S.C. Section 9601 ET SEQ.) 
("CERCLA"), the Hazardous Material Transportation Act, as amended (49 U.S.C. 
Section 1801 ET SEQ.), the Resource Conservation and Recovery Act, as amended 
(42 U.S.C. Section 6901 ET SEQ.), the Federal Water Pollution Control Act, as 
amended (33 U.S.C. Section 1251 ET SEQ.), and the Clean Air Act, as amended 
(42 U.S.C. Section 7401 ET SEQ.).

     (xvii)   No labor disturbance exists with the employees of the Company 
or its subsidiaries or is imminent which materially adversely affect the 
business, results of operations, properties, net worth or condition 
(financial or other) of the Company and its subsidiaries taken as a whole. 

     (xviii)   The Company has not taken and will not take, directly or 
indirectly, any action designed to or which might reasonably be expected to 
cause or result in stabilization or manipulation of the price of the Common 
Stock to facilitate the sale or resale of the Shares.

     (xix)   The Company is not an "investment company" or a company 
"controlled" by an "investment company" within the meaning of the Investment 
Company Act of 1940, as amended.

     (xx)   The mortgages and deeds of trust encumbering the properties and 
assets described in the Prospectus are not convertible nor does the Company 
hold a participating interest therein.   

     (xxi)   Property and casualty insurance in favor of the Company is 
maintained with respect to each of the properties owned by it in an amount 
and on such terms as is reasonable and customary for businesses of this type.

     (xxii)   The Company has continuously been organized and operated in 
conformity with the requirements for qualification as a real estate 
investment trust under the Internal Revenue Code of 1986, as amended (the 
"CODE") for all taxable years commencing with 


                                     11



its taxable year ended December 31, 1994.  The Company has filed an election 
to be taxed as a real estate investment trust for all subsequent taxable 
years, and no such election has been terminated.  The Company's method of 
operation will permit it to continue to meet the requirements for taxation as 
a real estate investment trust under the Code.

     (xxiii)   Except as disclosed in the Prospectus, each entity identified 
in the Prospectus as a tenant of any property, or a subtenant thereof, has 
entered into a lease or a sublease, if applicable, for the possession of such 
property; except as disclosed in the Prospectus, each such lease is in full 
force and effect and neither the Company nor any of its subsidiaries has 
notice of any defense to the obligations of the tenant thereunder or any 
claim asserted or threatened by any person or entity, which claim, if 
sustained, would materially adversely affect the business, results of 
operations, properties, net worth or condition (financial or other) of the 
Company and its subsidiaries taken as a whole; and except as disclosed in the 
Prospectus, the lessor under each lease has complied with its obligations 
under such lease in all material respects and neither the Company nor any of 
its subsidiaries has notice of any default by the tenant under such lease 
which, individually or in the aggregate with other such defaults, materially 
adversely affect the business, results of operations, properties, net worth 
or condition (financial or other) of the Company and its subsidiaries taken 
as a whole.

     (xxiv)   Any certificate signed by any officer of the Company and 
delivered to you or to your counsel on the Closing Date shall be deemed a 
representation and warranty by the Company to you as to the matters covered 
thereby.

     (xxv)   A registration statement relating to the Common Stock of the 
Company has been declared effective by the Commission pursuant to the 
Exchange Act and the Common Stock of the Company is duly registered 
thereunder.

     4.   ADDITIONAL COVENANTS.  The Company covenants and agrees with you that:

          (a)   The Company will (i) prepare a Prospectus Supplement setting 
     forth the number of Shares covered thereby and their terms not 
     otherwise specified in the Prospectus pursuant to which the Shares are 
     being issued, the name of the Underwriter and the number of Shares which 
     the Underwriter has agreed to purchase, the price at which the Shares 
     are to be purchased by the Underwriter from the Company and such other 
     information as the Underwriter and the Company deem appropriate in 
     connection with the offering of the Shares, and file the Prospectus in a 
     form approved by you pursuant to Rule 424(b) under the Act no later than 
     the Commission's close of business on the second business day following 
     the date of the determination of the offering price of the Shares; (ii) 
     prior to the Closing Date, not file any amendment to the Registration 
     Statement or supplement to the Prospectus of which you shall not 
     previously have been advised and furnished with a copy or to which you 
     shall have reasonably objected in writing or which is not in compliance 
     with the Rules and Regulations; and (iii) prior to the Closing Date, 
     promptly notify you after it shall have received notice thereof of the 

                                     12




     time when any amendment to the Registration Statement becomes effective or 
     when any supplement to the Prospectus has been filed.

          (b)   The Company will advise you promptly, after it shall receive 
     notice or obtain knowledge thereof, of any request of the Commission for 
     amendment of the Registration Statement or for supplement to the 
     Prospectus or for any additional information, or of the issuance by the 
     Commission of any stop order suspending the effectiveness of the 
     Registration Statement or the use of the Prospectus or of the 
     institution or threatening of any proceedings for that purpose, and the 
     Company will use its best efforts to prevent the issuance of any such 
     stop order preventing or suspending the use of the Prospectus and to 
     obtain as soon as possible the lifting thereof, if issued.

          (c)   The Company will cooperate with you and your counsel in 
     endeavoring to qualify the Shares for sale under the securities laws of 
     such jurisdictions as they may have designated and will make such 
     applications, file such documents, and furnish such information as may 
     be necessary for that purpose, PROVIDED the Company shall not be 
     required to qualify as a foreign corporation or to file a general 
     consent to service of process in any jurisdiction where it is not now so 
     qualified or required to file such a consent or to subject itself to 
     taxation as doing business in any jurisdiction where it is not now so 
     taxed.  The Company will, from time to time, file such statements, 
     reports, and other documents, as are or may be required to continue such 
     qualifications in effect for so long a period as you may reasonably 
     request.

          (d)   The Company will deliver to you, without charge, as many 
     copies of the Prospectus (including all documents incorporated by 
     reference therein), or as it thereafter may be amended or supplemented, 
     as you may from time to time reasonably request.  The Company consents 
     to the use of such Prospectus by you, both in connection with the 
     offering or sale of the Shares and for such other purposes and for such 
     period of time thereafter as the Prospectus is required by law to be 
     delivered in connection with the offering or sale of the Shares.  The 
     Company will deliver to you at or before the Closing Date two conformed 
     copies of the Registration Statement and all amendments thereto 
     including all exhibits filed therewith or incorporated by reference 
     therein and all documents incorporated by reference in the Prospectus 
     and will deliver to you such number of copies of the Registration 
     Statement, without exhibits, and of all amendments thereto, as you may 
     reasonably request.

          (e)   If, during the period in which a prospectus is required by 
     law to be delivered by an underwriter or dealer, any event shall occur 
     as a result of which, in the judgment of the Company or in reasonable 
     opinion of your counsel, it becomes necessary to amend or supplement the 
     Prospectus in order to make the statements therein, in light of the 
     circumstances existing at the time the Prospectus is delivered to a 
     purchaser, not misleading, or, if it is necessary at any time to amend 
     or supplement the Prospectus to comply with any law, the Company 
     promptly will prepare and file with the Commission an appropriate 
     amendment to the Registration Statement or supplement to the Prospectus 
     so that the Prospectus as so amended or supplemented will not, in the 
     light of the 

                                     13



     circumstances when it is so delivered, be misleading, or so that the 
     Prospectus will comply with law.

          (f)   The Company will make generally available to its 
     shareholders, as soon as it is practicable to do so, but in any event 
     not later than 15 months after the effective date of the Registration 
     Statement, an earnings statement covering a period of at least 12 
     consecutive months beginning after the effective date of the 
     Registration Statement, which earnings statement shall satisfy the 
     requirements of Section 11(a) of the Act and Rule 158 of the Rules and 
     Regulations.

          (g)   The Company will, for a period of three years from the 
     Closing Date, deliver to you at your principal executive offices a copy 
     of each report mailed by the Company to its stockholders or filed with 
     the Commission pursuant to the Act or the Exchange Act.    Any report 
     required to be furnished under this paragraph (g) shall be furnished as 
     soon as practicable after such report becomes available.

          (h)   The Company will apply the proceeds from the sale of the 
     Shares substantially in accordance with the description under "Use of 
     Proceeds" in the Prospectus, which description complies in all respects 
     with the requirements of Item 504 of Regulation S-K.

          (i)   The Company will supply you with copies of all correspondence 
     to and from, and all documents issued to and by, the Commission in 
     connection with the registration of the Shares under the Act.

          (j)   Prior to the Closing Date, the Company will not issue any 
     press releases or other communications directly or indirectly and will 
     hold no press conference, with respect to the Company or any of its 
     subsidiaries, the financial condition, results of operations, business, 
     properties, assets or liabilities of the Company or any of its 
     subsidiaries, or the offering of the Shares, without your prior written 
     consent, which may not be unreasonably withheld or delayed.

          (k)   The Company will use its best efforts to obtain approval for, 
     and maintain the listing of the Shares on, the New York Stock Exchange.

          (l)   The Company and its subsidiaries will maintain and keep 
     accurate books and records reflecting their assets and maintain internal 
     accounting controls which provide reasonable assurance that (1) 
     transactions are executed in accordance with management's authorization, 
     (2) transactions are recorded as necessary to permit the preparation of 
     the Company's consolidated financial statements and to maintain 
     accountability for the assets of the Company and its subsidiaries, (3) 
     access to the assets of the Company and its subsidiaries is permitted 
     only in accordance with management's authorization, and (4) the recorded 
     accounts of the assets of the Company and its subsidiaries are compared 
     with existing assets at reasonable intervals.

                                      14



          (m)   During any period in which a prospectus is required by law to 
     be delivered by the Underwriter or dealer, the Company will promptly 
     file all documents required to be filed with the Commission pursuant to 
     Sections 13, 14 or 15(d) of the Exchange Act.

          (n)   The Company use its best efforts to meet the requirements to 
     qualify as a "real estate investment trust" under the Code, unless the 
     Company's Board of Directors determines by resolution that it is in the 
     best interests of the Company's stockholders not to so qualify.

     5.   CONDITIONS OF UNDERWRITER'S OBLIGATION.  Your obligations, as
Underwriter to purchase and pay for the Shares, as provided herein, shall be
subject to the accuracy in all material respects, as of the date hereof and as
of the Closing Date, of the representations and warranties of the Company
contained herein, to the performance in all material respects by the Company of
its covenants and obligations hereunder, and to the following additional
conditions:

          (a)   All filings required by Rule 424 of the Rules and Regulations 
     shall have been made.  No stop order suspending the effectiveness of the 
     Registration Statement, as amended from time to time, shall have been 
     issued and no proceeding for that purpose shall have been initiated or, 
     to your knowledge or the knowledge of the Company, threatened or 
     contemplated by the Commission, and any request of the Commission for 
     additional information (to be included in the Registration Statement or 
     the Prospectus or otherwise) shall have been complied with to your 
     reasonable satisfaction.

          (b)   You shall not have disclosed in writing to the Company on or 
     prior to the Closing Date, that the Registration Statement or Prospectus 
     or any amendment or supplement thereto contains an untrue statement of 
     fact which, in the opinion of your counsel, is material, or omits to 
     state a fact which, in the opinion of such counsel, is material and is 
     required to be stated therein or is necessary to make the statements 
     therein, in light of the circumstances under which they were made, not 
     misleading.

          (c)   On the Closing Date, you shall have received the opinions of 
     O'Melveny & Myers LLP, counsel for the Company, and Ballard Spahr 
     Andrews & Ingersoll, special counsel for the Company, addressed to you 
     and dated the Closing Date, as to the matters set forth in Schedule I 
     attached hereto.  In rendering such opinion as aforesaid, O'Melveny & 
     Myers LLP may rely on an opinion or opinions, each dated the Closing 
     Date, of other counsel retained by them or the Company as to the laws of 
     any jurisdiction, provided that each such local counsel is acceptable to 
     you.

          (d)   You shall have received on the Closing Date, from Chapman and 
     Cutler, your counsel, such opinion or opinions, dated the Closing Date 
     with respect to the incorporation of the Company, the validity of the 
     Shares, the Registration Statement, the Prospectus and other related 
     matters as you may reasonably require; the Company shall have furnished 
     to such counsel such documents as they reasonably request for the 
     purpose of enabling them to pass on such matters.


                                      15



          (e)   You shall have received at or prior to the Closing Date from 
     Chapman and Cutler a memorandum or memoranda, in form and substance 
     satisfactory to you, with respect to the qualification for offering and 
     sale by you of the Shares under state securities or Blue Sky laws of 
     such jurisdictions as you may have designated to the Company.

          (f)   On the date of this Agreement and on the Closing Date, you 
     shall have received from Coopers & Lybrand L.L.P. a letter or letters, 
     dated the date of this Agreement and the Closing Date, respectively, in 
     form and substance satisfactory to you, confirming that they are 
     independent public accountants with respect to the Company within the 
     meaning of the Act and the published Rules and Regulations, and stating 
     to the effect set forth in Schedule II hereto.

          (g)   Except as contemplated in the Prospectus, (i) neither the 
     Company nor any of its subsidiaries shall have sustained since the date 
     of the latest audited financial statements included or incorporated by 
     reference in the Prospectus any loss or interference with its business 
     from fire, explosion, flood or other calamity, whether or not covered by 
     insurance, or from any labor dispute or court or governmental action, 
     order or decree; and (ii) subsequent to the respective dates as of which 
     information is given in the Registration Statement and the Prospectus, 
     neither the Company nor any of its subsidiaries shall have incurred any 
     material liability or obligation, direct or contingent, or entered into 
     material transactions, and there shall not have been any material change 
     in the capital stock or long-term debt of the Company and its 
     subsidiaries or any material change in the condition (financial or 
     other), net worth, business, management or results of operations of the 
     Company or its subsidiaries, the effect of which, in any such case 
     described in clause (i) or (ii), is in your judgment so material or 
     adverse as to make it impracticable or inadvisable to proceed with the 
     public offering or the delivery of the Shares being delivered on the 
     Closing Date on the terms and in the manner contemplated in the 
     Prospectus.

          (h)   There shall not have occurred any of the following: (i) a 
     suspension or material limitation in trading in securities generally on 
     the New York Stock Exchange or the American Stock Exchange or the 
     establishing on such exchanges by the Commission or by such exchanges of 
     minimum or maximum prices which are not in force and effect on the date 
     hereof; (ii) a general moratorium on commercial banking activities 
     declared by either federal or state authorities; (iii) with the 
     exception of the outbreak or escalation of hostilities between the 
     United States and Iraq (or their respective allies), the outbreak or 
     escalation of hostilities involving the United States or the declaration 
     by the United States of a national emergency or war, if the effect of 
     any such event specified in this clause (iii) in your judgment makes it 
     impracticable or inadvisable to proceed with the delivery of the Shares 
     in the manner contemplated in the Prospectus; or (iv) with the exception 
     of the outbreak or escalation of hostilities between the United States 
     and Iraq (or their respective allies), any calamity or crisis, change in 
     national, international or world affairs, act of God, change in the 
     international or domestic markets, or change in the existing financial, 
     political or economic conditions 


                                     16




     in the United States or elsewhere, if the effect of any such event 
     specified in this clause (iv) makes it impracticable or inadvisable 
     to proceed with the public offering or the delivery of the Shares 
     in the manner contemplated in the Prospectus.

          (i)   You shall have received certificates, dated the Closing Date 
     and signed by the President and the Chief Financial Officer of the 
     Company stating that (i) they have carefully examined the Registration 
     Statement and the Prospectus as amended or supplemented and all 
     documents incorporated by reference therein and nothing has come to 
     their attention that would lead them to believe that either the 
     Registration Statement or the Prospectus, or any amendment or supplement 
     thereto or any documents incorporated by reference therein as of their 
     respective effective, issue or filing dates, contained, and the 
     Prospectus as amended or supplemented and all documents incorporated by 
     reference therein and when read together with the documents incorporated 
     by reference therein, at the Closing Date, contains any untrue statement 
     of a material fact, or omits to state a material fact required to be 
     stated therein or necessary in order to make the statements therein, in 
     light of the circumstances under which they were made, not misleading, 
     and, that (ii) all representations and warranties made herein by the 
     Company are true and correct in all material respects at the Closing 
     Date, with the same effect as if made on and as of the Closing Date, and 
     all agreements herein to be performed by the Company on or prior to the 
     Closing Date have been duly performed in all material respects.

          (j)   The Company shall not have failed, refused, or been unable, 
     at or prior to the Closing Date  to have performed in all material 
     respects any agreement on their part to be performed or any of the 
     conditions herein contained and required to be performed or satisfied by 
     them at or prior to the Closing Date.

          (k)   The Company shall have furnished to you at the Closing Date 
     such other certificates as you may have reasonably requested as to the 
     accuracy, on and as of the Closing Date, of the representations and 
     warranties of the Company herein and as to the performance by the 
     Company of their obligations hereunder.

          (l)   The Shares shall have been approved for trading upon official 
     notice of issuance on the New York Stock Exchange.

     All such opinions, certificates, letters and documents will be in 
compliance with the provisions hereof only if they are reasonably 
satisfactory to you and to Chapman and Cutler, your counsel.  The Company 
will furnish you with such conformed copies of such opinions, certificates, 
letters and documents as you may request.

     If any of the conditions specified above in this Section 5 shall not 
have been satisfied at or prior to the Closing Date or waived by you in 
writing, this Agreement may be terminated by you on notice to the Company.


                                     17



     6.  INDEMNIFICATION.  (a) The Company will indemnify and hold you 
harmless and each person, if any, who controls you within the meaning of 
Section 15 of the Act, against any losses, claims, damages or liabilities, 
joint or several, to which you or such controlling person may become subject, 
under the Act or otherwise, insofar as such losses, claims, damages or 
liabilities arise out of or are based upon an untrue statement or alleged 
untrue statement of a material fact contained in the Registration Statement, 
the Prospectus, or any amendment or supplement thereto, or in any blue sky 
application or other document executed by the Company or based on any 
information furnished in writing by the Company, filed in any jurisdiction in 
order to qualify any or all of the Shares under the securities laws thereof 
("BLUE SKY APPLICATION"), or arise out of or are based upon the omission or 
alleged omission to state therein a material fact required to be stated 
therein or necessary to make the statements therein, in light of the 
circumstances under which they were made, not misleading; and will reimburse 
you and each such controlling person for any legal or other expenses 
reasonably incurred by you or such controlling person in connection with 
investigating or defending any such loss, claim, damage or liability; 
PROVIDED, HOWEVER, that the Company shall not be liable in any such case to 
the extent that any such loss, claim, damage or liability arises out of or is 
based upon an untrue statement or alleged untrue statement or omission or 
alleged omission made in the Registration Statement or the Prospectus, or 
such amendment or supplement, or any Blue Sky Application in reliance upon 
and in conformity with written information furnished to the Company by you, 
specifically for use in the preparation thereof; and PROVIDED, FURTHER, that 
if the Prospectus contained any alleged untrue statement or allegedly omitted 
to state therein a material fact required to be stated therein or necessary 
to make the statements therein not misleading and such statement or omission 
shall have been corrected in a revised Prospectus or in the Prospectus or in 
an amended or supplemented Prospectus, the Company shall not be liable to you 
or controlling persons under this subsection (a) with respect to such alleged 
untrue statement or alleged omission to the extent that any such loss, claim, 
damage or liability of such person results from the fact that you sold Shares 
to a person to whom there was not sent or given, at or prior to the written 
confirmation of such sale, such revised Prospectus or amended or supplemented 
Prospectus.  In addition to its other obligations under this Section 6(a), 
the Company agrees that, as an interim measure during the pendency of any 
claim, action, investigation, inquiry or other proceeding arising out of or 
based upon any statement or omission, or any alleged statement or omission, 
described in this Section 6(a), it will reimburse you on a monthly basis for 
all reasonable legal and other expenses incurred in connection with 
investigating or defending any such claim, action, investigation, inquiry or 
other proceeding, notwithstanding the absence of a judicial determination as 
to the propriety and enforceability of the Company's obligation to reimburse 
you for such expenses and the possibility that such payments might later be 
held to have been improper by a court of competent jurisdiction.  This 
indemnity agreement shall be in addition to any liabilities which the Company 
may otherwise have.

     (b)   You will indemnify and hold harmless the Company, each of its 
directors, each of its officers who have signed the Registration Statement 
and each person, if any, who controls the Company within the meaning of 
Section 15 of the Act, against any losses, claims, damages 


                                      18



or liabilities, joint or several, to which the Company or any such director, 
officer or controlling person may become subject, under the Act or otherwise, 
insofar as such losses, claims, damages or liabilities (or actions in respect 
thereof) arise out of or are based upon any untrue statement or alleged 
untrue statement of any material fact contained in the Registration 
Statement, the Prospectus, any amendment or supplement thereto, or any Blue 
Sky Application or arise out of or are based upon the omission or the alleged 
omission to state therein a material fact required to be stated therein or 
necessary to make the statements therein, in light of the circumstances under 
which they were made, not misleading, in each case to the extent, but only to 
the extent, that such untrue statement or alleged untrue statement or 
omission or alleged omission was made in the Registration Statement or the 
Prospectus, such amendment or supplement, or any Blue Sky Application in 
reliance upon and in conformity with written information furnished to the 
Company by you specifically for use in the preparation thereof; and will 
reimburse any legal or other expenses reasonably incurred by the Company or 
any such director, officer or controlling person in connection with 
investigating or defending any such loss, claim, damage, liability or action. 
In addition to your other obligations under this Section 6(b), you agree 
that, as an interim measure during the pendency of any claim, action, 
investigation, inquiry or other proceeding arising out of or based upon any 
statement or omission, or any alleged statement or omission, described in 
this Section 6(b), you will reimburse the Company or such director, officer 
or controlling person on a monthly basis for all reasonable legal and other 
expenses incurred in connection with investigating or defending any such 
claim, action, investigation, inquiry or other proceeding, notwithstanding 
the absence of a judicial determination as to the propriety and 
enforceability of your obligation to reimburse the Company or such director, 
officer or controlling person for such expenses and the possibility that such 
payments might later be held to have been improper by a court of competent 
jurisdiction.  This indemnity agreement shall be in addition to any 
liabilities which you may otherwise have.

     (c)   Any party which proposes to assert the right to be indemnified 
under this Section 6 shall, within ten days after receipt of notice of 
commencement of any action, suit or proceeding against such party in respect 
of which a claim is to be made against an indemnifying party under this 
Section 6, notify each such indemnifying party of the commencement of such 
action, suit or proceeding, enclosing a copy of all papers served, but the 
omission so to notify such indemnifying party of any such action, suit or 
proceeding shall not relieve such indemnifying party from any liability which 
it may have to any indemnified party otherwise than under this Section 6.  In 
case any such action, suit or proceeding shall be brought against any 
indemnified party and it shall notify the indemnifying party of the 
commencement thereof, the indemnifying party shall be entitled to participate 
in, and, to the extent that it shall wish, jointly with any other 
indemnifying party similarly notified, to assume the defense thereof, with 
counsel reasonably satisfactory to such indemnified party, and after notice 
from the indemnifying party to such indemnified party of its election so to 
assume the defense thereof, the indemnifying party shall not be liable to 
such indemnified party for any legal or other expenses, other than reasonable 
costs of investigation, subsequently incurred by such indemnified party in 
connection with the defense thereof.  The indemnified party shall have the 
right to employ its own counsel in any such action, but the fees and expenses 
of such counsel shall be at the expense of such indemnified party unless (i) 
the employment of counsel by such indemnified party at the expense of the 
indemnifying party has been authorized by the indemnifying party, (ii) the 
indemnified party shall have been advised by such counsel in a written 
opinion that there may be a conflict of interest between the indemnifying 
party and the indemnified party in the conduct of the 


                                     19



defense, or certain aspects of the defense, of such action (in which case the 
indemnifying party shall not have the right to direct the defense of such 
action with respect to those matters or aspects of the defense on which a 
conflict exists or may exist on behalf of the indemnified party) or (iii) the 
indemnifying party shall not in fact have employed counsel to assume the 
defense of such action, in any of which events such fees and expenses to the 
extent applicable shall be borne by the indemnifying party.  An indemnifying 
party shall not be liable for any settlement of any action or claim effected 
without its consent.  Each indemnified party, as a condition of such 
indemnity, shall cooperate in good faith with the indemnifying party in the 
defense of any such action or claim.

     (d)   If the indemnification provided for in this Section 6 is for any 
reason, other than pursuant to the terms thereof, judicially determined (by 
the entry of a final judgment or decree by a court of competent jurisdiction 
and the expiration of time to appeal or the denial of the last right to 
appeal) to be unavailable to an indemnified party under subsections (a) or 
(b) above in respect of any losses, claims, damages or liabilities referred 
to therein, then each indemnifying party shall, in lieu of indemnifying such 
indemnified party, contribute to the amount paid or payable by such 
indemnified party as a result of such losses, claims, damages or liabilities 
in such proportion as is appropriate to reflect the relative benefits 
received by the Company and you from the offering of the Shares.  If, 
however, the allocation provided by the immediately preceding sentence is not 
permitted by applicable law, then each indemnifying party shall contribute to 
such amount paid or payable by such indemnified party in such proportion as 
is appropriate to reflect not only such relative benefits but also the 
relative fault, as applicable, of the Company and you in connection with the 
statements or omissions which resulted in such losses, claims, damages or 
liabilities, as well as other relevant equitable considerations.  The 
relative benefits received by, as applicable, the Company and you shall be 
deemed to be in the same proportion as the total net proceeds from the 
offering (before deducting expenses) received by the Company bear to the 
total underwriting discounts and commissions received by you, in each case as 
set forth on the cover page of the Prospectus.  The relative fault shall be 
determined by reference to, among other things, whether the untrue statement 
of a material fact or the omission or alleged omission to state a material 
fact relates to information supplied by the Company or you and the parties' 
relative intent, knowledge, access to information and opportunity to correct 
or prevent such statement or omission.  The Company and you agree that it 
would not be just and equitable if contributions pursuant to this subsection 
(d) were determined by pro rata allocation or by any other method of 
allocation which does not take account of the equitable considerations 
referred to above in this subsection (d).  The amount paid or payable by an 
indemnified party as a result of the losses, claims, damages or liabilities 
(or actions in respect thereof) referred to above in this subsection (d) 
shall be deemed to include any legal or other expenses reasonably incurred by 
such indemnified party in connection with investigating or defending any such 
action or claim.  Notwithstanding the provisions of this subsection (d), you 
shall not be required to contribute any amount in excess of the underwriting 
discounts and commissions applicable to the Shares purchased by you.  No 
person guilty of fraudulent misrepresentation (within the meaning of Section 
11(f) of the Act) shall be entitled to contribution from any person who was 
not guilty of such fraudulent misrepresentation.  


                                     20



     7.   REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY.  All 
representations, warranties, and agreements of the Company contained herein 
or in certificates delivered pursuant hereto, and your agreements contained 
in Section 6 hereof, shall remain operative and in full force and effect 
regardless of any termination or cancellation of this Agreement or any 
investigation made by or on behalf of you or any controlling person, the 
Company or any of its officers, directors or any controlling persons, and 
shall survive delivery of the Shares to you hereunder provided that, if you, 
with actual knowledge of (a) a default in any of the covenants agreements or 
obligations to be performed by the Company under this Agreement or under an 
closing document, and/or (b) any breach of any representation or warranty of 
the Company made in this Agreement or any closing document, nonetheless elect 
to proceed to closing, then upon the consummation of the closing, you will be 
deemed to have waived any such default and breach and will have no claim 
against the Company with respect thereto, or any termination right hereunder 
by reason thereof.

     8.   EFFECTIVE DATE AND TERMINATION.  (a) This Agreement shall become
effective upon execution.

     (b)   This Agreement may be terminated by you at any time at or prior to 
the Closing Date by notice to the Company if any condition specified in 
Section 5 hereof shall not have been satisfied on or prior to the Closing 
Date.  Any such termination shall be without liability of any party to any 
other party except as provided in Sections 6 and 9 hereof. If you terminate 
this Agreement as provided in Section 8(b), you shall notify the Company by 
telephone or telegram, confirmed by letter.

     9.   COST AND EXPENSES.  The Company will bear and pay the costs and 
expenses incident to the registration of the Shares and offering thereof as 
described in the Prospectus including, without limitation, (a) the fees and 
expenses of the Company's accountants and the fees and expenses of counsel 
for the Company, (b) the preparation, printing, filing, delivery and shipping 
of the Registration Statement, the Prospectus, and any amendments or 
supplements thereto (c) the furnishing of copies of such documents to you, 
(d) the registration or qualification of the Shares for offering and sale 
under the securities laws of the various states, including the reasonable 
fees and disbursements of your counsel relating to such registration or 
qualification, (e) the fees payable to the NASD (if any) and the Commission 
in connection with their review of the proposed offering of the Shares, (f) 
all initial transfer taxes, if any, (g) all fees and expenses relating to the 
authorization of the Shares for trading on the New York Stock Exchange and 
(h) all of the other costs and expenses incident to the performance by the 
Company of the registration and offering of the Shares; PROVIDED, HOWEVER, 
that you will bear and pay the fees and expenses of your counsel (other than 
fees and disbursements relating to the registration or qualification of the 
Shares for offering and sale under the securities laws of the various 
states), your out-of-pocket expenses, and any advertising costs and expenses 
incurred by you incident to the offering of the Shares.

     If this Agreement is terminated by you in accordance with the provisions 
of Section 8(b), the Company shall reimburse you for all of your 
out-of-pocket expenses, including the reasonable fees and disbursements of 
your counsel.


                                     21



     10.   INFORMATION FURNISHED BY THE UNDERWRITER.  The statements set 
forth in the last two paragraphs on the cover page and the statements under 
the caption "Underwriting" in the Prospectus constitute the only information 
furnished by or on behalf of you as such information is referred to in 
Sections 3(a)(ii) and 6 hereof.

     11.   NOTICES.  All notices or communications hereunder, except as 
herein otherwise specifically provided, shall be in writing and if sent to 
you shall be mailed, delivered, sent by facsimile transmission, or 
telegraphed and confirmed c/o A.G. Edwards & Sons, Inc. at One North 
Jefferson Avenue, St. Louis, Missouri 63103, Attention:  Syndicate, facsimile 
number (314) 289-7387, or if sent to the Company shall be mailed, delivered, 
sent by facsimile transmission, or telegraphed and confirmed to the Company 
at 233 Wilshire Boulevard, No. 700, Santa Monica, California  90401, 
Attention: General Counsel, facsimile number (310) 395-2791.

     12.   PARTIES.  This Agreement shall inure to the benefit of and be 
binding upon you and the Company and their respective successors and assigns. 
 Nothing expressed or mentioned in this Agreement is intended or shall be 
construed to give any person, corporation or other entity, other than the 
parties hereto and their respective successors and assigns and the 
controlling persons, officers and directors referred to in Section 6, any 
legal or equitable right, remedy or claim under or in respect of this 
Agreement or any provision herein contained; this Agreement and all 
conditions and provisions hereof being intended to be and being for the sole 
and exclusive benefit of the parties hereto and their respective successors 
and assigns and said controlling persons and said officers and directors, and 
for the benefit of no other person, corporation or other entity.  No 
purchaser of any of the Shares from you shall be construed a successor or 
assign by reason merely of such purchase.

     13.   COUNTERPARTS.  This Agreement may be executed by any one or more 
of the parties hereto in any number of counterparts, each of which shall be 
deemed to be an original, but all such counterparts shall together constitute 
one and the same instrument.

     14.   PRONOUNS.  Whenever a pronoun of any gender or number is used 
herein, it shall, where appropriate, be deemed to include any other gender 
and number.

     15.   APPLICABLE LAW.  This Agreement shall be governed by, and 
construed in accordance with, the laws of the State of Missouri. 


                                     22



     If the foregoing is in accordance with your understanding, please 
so indicate in the space provided below for that purpose, whereupon this 
letter shall constitute a binding agreement between the Company and you. 

                                      THE MACERICH COMPANY 
                                      By: /s/ RICHARD A. BAYER 
                                          ---------------------------
                                      Title:  General Counsel and 
                                              Secretary 



Accepted in St. Louis, 
Missouri as of the date 
first above written. 
A.G. Edwards & Sons, Inc. 
By: /s/ DOUGLAS D. RUBENSTEIN  
    ----------------------------
Title:  Managing Director


                                     23


                                  EXHIBIT 5.1


                                  February
                                  20th
                                  1 9 9 8

     
                                                                    528,715-096


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

          Re:  Sale of 1,826,484 Shares of Common Stock of The Macerich Company
               (the "Company")

Ladies and Gentlemen:

          We have acted as your special counsel in connection with the 
issuance and sale of 1,826,484 shares (the "Shares") of Common Stock, $.01 
par value per share, by the Company pursuant to an Underwriting Agreement 
dated February 18, 1998 (the "Underwriting Agreement") between A. G. Edwards 
& Sons, Inc. and the Company.  The Shares are registered pursuant to the 
Registration Statement on Form S-3, File No. 333-21157, as amended, (the 
"Registration Statement"), filed by the Company with the Securities and 
Exchange Commission in connection with the registration of up to $500,000,000 
aggregate offering price of securities. We are familiar with the proceedings 
heretofore taken by the Company in connection with the authorization, 
registration, issuance and sale of the Shares.

          On the basis of the foregoing and in reliance thereon and our 
consideration of such other matters of fact and questions of law as we have 
deemed relevant in the circumstances, we are of the opinion that, subject to 
the assumptions and limitations set forth herein, upon payment for and 
delivery of the Shares in accordance with the terms of the Underwriting 
Agreement, such Shares will be validly issued, fully paid and nonassessable.

          The law covered by this opinion is limited to the present Maryland 
General Corporation Law.  We express no opinion as to the laws of any other 
jurisdiction and no opinion regarding statutes, administrative decisions, 
rules or regulations of any county, municipality or special political 
subdivision or other local authority.

          We have, with your approval, assumed that the signatures on all 
documents examined by us are genuine, that all 




items submitted as originals are authentic, and that all items submitted as 
copies conform to the originals, assumptions which we have not independently 
verified.

          We consent to the filing of this opinion as an exhibit to the 
Company's Current Report on Form 8-K, event date February 18, 1998, and the 
use to the name of our firm therein.

                                   Respectfully submitted,


                                   /s/ O'MELVENY & MYERS LLP