<PAGE>   1

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 1999

                                                 Registration No. 333-__________

================================================================================
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            ------------------------

                              THE MILLS CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                         <C>
            DELAWARE                                     52-1802283
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)
</TABLE>

                              1300 WILSON BOULEVARD
                                    SUITE 400
                            ARLINGTON, VIRGINIA 22209
          (Address of Principal Executive Offices, including zip code)

                            ------------------------

                              THE MILLS CORPORATION
                             1999 STOCK OPTION PLAN
                            (Full title of the Plan)

                            ------------------------

                               LAURENCE C. SIEGEL
                CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                              1300 WILSON BOULEVARD
                                    SUITE 400
                            ARLINGTON, VIRGINIA 22209
                                 (703) 526-5000
 (Name, address and telephone number, including area code, of agent for service)

                                 With a copy to:
                          J. WARREN GORRELL, JR., ESQ.
                                ALAN L. DYE, ESQ.
                             HOGAN & HARTSON L.L.P.
                           555 THIRTEENTH STREET, N.W.
                           WASHINGTON, D.C. 20004-1109
                                 (202) 637-5600

                            ------------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================
                                             AMOUNT       PROPOSED MAXIMUM      PROPOSED MAXIMUM       AMOUNT OF
         TITLE OF SECURITIES                  TO BE        OFFERING PRICE      AGGREGATE OFFERING     REGISTRATION
           TO BE REGISTERED                REGISTERED      PER SHARE (1)           PRICE (1)            FEE (1)
------------------------------------------------------------------------------------------------------------------
<S>                                        <C>            <C>                  <C>                    <C>
Common stock, par value $.01 per share      2,500,000         $21.6875            $54,218,750          $15,072.82
------------------------------------------------------------------------------------------------------------------
==================================================================================================================
</TABLE>


 (1) Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933
     solely for the purposes of calculating the amount of the registration fee,
     based on the average of the high and low prices per share of common stock
     of The Mills Corporation, par value $.01 per share, as reported on the New
     York Stock Exchange on June 23, 1999.

================================================================================
--------------------------------------------------------------------------------


<PAGE>   2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

       The documents containing the information required to be provided in this
Part I will be separately sent or given to employees participating in The Mills
Corporation 1999 Stock Option Plan (the "Plan"), as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act"). In
accordance with the instructions to Part I of Form S-8, such documents will not
be filed with the Securities and Exchange Commission (the "Commission") either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute the prospectus as required by
Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

              The Mills Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents:

              (a)    The Registrant's Annual Report on Form 10-K for the fiscal
                     year ended December 31, 1998;

              (b)    The Registrant's Quarterly Report on Form 10-Q for the
                     quarter ended March 31, 1999;

              (c)    The Registrant's Current Report on Form 8-K dated
                     March 31, 1999 (filed on June 18, 1999); and

              (d)    The description of the Registrant's common stock contained
                     in the Registrant's Registration Statement on Form 8-A
                     filed with the Commission and which became effective on
                     June 14, 1994 (No. 1-12994).

              In addition, all documents filed by the Registrant subsequent to
the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents or reports. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.       DESCRIPTION OF SECURITIES.

              A description of the Registrant's common stock, par value $ .01
per share, is incorporated by reference under Item 3.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

              Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.


<PAGE>   3


              (a)    Article VII of the Registrant's Amended and Restated
                     Certificate of Incorporation, as amended, entitled
                     "Indemnification," and Section VI of the Registrant's
                     Amended and Restated Bylaws, entitled "Indemnification,"
                     are set forth in Exhibits 3.1 and 3.3, respectively, to
                     this Registration Statement and incorporated herein by
                     reference.

              (b)    Section 145 of the General Corporation Law of the State of
                     Delaware, as amended, entitled "Indemnification of
                     Officers, Directors, Employees and Agents; Insurance," is
                     set forth as Exhibit 99.1 to this Registration Statement
                     and incorporated herein by reference.

              (c)    The Registrant has in effect a policy of liability
                     insurance covering its directors and officers.

              (d)    The Registrant has entered into indemnification agreements
                     with certain of its directors and officers, the form of
                     which is set forth as Exhibit 99.2 to this Registration
                     Statement and incorporated herein by reference.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

              Not applicable.

ITEM 8.       EXHIBITS.

<TABLE>
<CAPTION>
   Exhibit
    Number                            Description
    ------                            -----------
<S>             <C>
3.1*            Amended and Restated Certificate of Incorporation of the
                Registrant

3.2*            First Amendment to the Amended and Restated Certificate of
                Incorporation of the Registrant

3.3**           Amended and Restated Bylaws of the Registrant

5.1             Opinion of Hogan & Hartson L.L.P. regarding the legality of the
                shares being registered

23.1            Consent of Hogan & Hartson L.L.P. (included as part of Exhibit
                5.1)

23.2            Consent of Ernst & Young LLP

24.1            Power of Attorney (included as part of the signature page of
                this Registration Statement)

99.1*           Section 145 of the General Corporation Law of the State of
                Delaware, as amended

99.2**          Form of Indemnification Agreement between the Registrant and
                its directors and officers

99.3            Form of The Mills Corporation 1999 Stock Option Plan
</TABLE>

-------
*      Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (No. 333-35853).


<PAGE>   4


**     Incorporated by reference to the Registrant's Registration Statement on
Form S-11 (No. 33-71524), which was declared effective by the Securities and
Exchange Commission on April 14, 1994.

ITEM 9.       UNDERTAKINGS.

              (a)    The undersigned Registrant hereby undertakes:

                     (1)    To file, during any period in which offers or sales
                            are being made, a post-effective amendment to this
                            Registration Statement:

                            (i)    To include any prospectus required by Section
                                   10(a)(3) of the Securities Act;

                            (ii)   To reflect in the prospectus any facts or
                                   events arising after the effective date of
                                   this Registration Statement (or the most
                                   recent post-effective amendment thereof)
                                   which, individually or in the aggregate,
                                   represent a fundamental change in the
                                   information set forth in this Registration
                                   Statement. Notwithstanding the foregoing, any
                                   increase or decrease in volume of securities
                                   offered (if the total dollar value of
                                   securities offered would not exceed that
                                   which was registered) and any deviation from
                                   the low or high end of the estimated maximum
                                   offering range may be reflected in the form
                                   of prospectus filed with the Commission
                                   pursuant to Rule 424(b) if, in the aggregate,
                                   the changes in volume and price represent no
                                   more than a 20 percent change in the maximum
                                   aggregate offering price set forth in the
                                   "Calculation of Registration Fee" table in
                                   the effective registration statement; and

                            (iii)  To include any material information with
                                   respect to the plan of distribution not
                                   previously disclosed in the Registration
                                   Statement or any material change to such
                                   information in the Registration Statement;

                            provided, however, that paragraphs (a)(1)(i) and
                            (a)(1)(ii) do not apply if the registration
                            statement is on Form S-3, Form S-8 or Form F-3, and
                            the information required to be included in a
                            post-effective amendment by those paragraphs is
                            contained in the periodic reports filed by the
                            Registrant pursuant to Section 13 or Section 15(d)
                            of the Exchange Act that are incorporated by
                            reference in the Registration Statement.

                     (2)    That, for the purpose of determining any liability
                            under the Securities Act, each such post-effective
                            amendment shall be deemed to be a new registration
                            statement relating to the securities offered
                            therein, and the offering of such securities at that
                            time shall be deemed to be the initial bona fide
                            offering thereof.

                     (3)    To remove from registration by means of a
                            post-effective amendment any of the securities being
                            registered which remain unsold at the termination of
                            the offering.


<PAGE>   5


              (b)    The undersigned Registrant hereby further undertakes that,
                     for the purposes of determining any liability under the
                     Securities Act, each filing of the Registrant's annual
                     report pursuant to Section 13(a) or Section 15(d) of the
                     Exchange Act (and, where applicable, each filing of an
                     employee benefit plan's annual report pursuant to Section
                     15(d) of the Exchange Act) that is incorporated by
                     reference in the Registration Statement shall be deemed to
                     be a new registration statement relating to the securities
                     offered herein, and the offering of such securities at that
                     time shall be deemed to be the initial bona fide offering
                     thereof.

              (c)    Insofar as indemnification for liabilities arising under
                     the Securities Act may be permitted to directors, officers
                     and controlling persons of the Registrant pursuant to
                     existing provisions or arrangements whereby the Registrant
                     may indemnify a director, officer or controlling person of
                     the Registrant against liabilities arising under the
                     Securities Act, or otherwise, the Registrant has been
                     advised that in the opinion of the Securities and Exchange
                     Commission such indemnification is against public policy as
                     expressed in the Securities Act and is, therefore,
                     unenforceable. In the event that a claim for
                     indemnification against such liabilities (other than the
                     payment by the Registrant of expenses incurred or paid by a
                     director, officer or controlling person of the Registrant
                     in the successful defense of any action, suit or
                     proceeding) is asserted by such director, officer or
                     controlling person in connection with the securities being
                     registered, the Registrant will, unless in the opinion of
                     its counsel the matter has been settled by controlling
                     precedent, submit to a court of appropriate jurisdiction
                     the question whether such indemnification by it is against
                     public policy as expressed in the Securities Act and will
                     be governed by the final adjudication of such issue.


<PAGE>   6


                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Arlington, Virginia, on this 25th day of June, 1999.


                                              THE MILLS CORPORATION

                                              By: /s/ Laurence C. Siegel
                                                 ----------------------------
                                                     Laurence C. Siegel
                                                     Chairman of the Board
                                                     and Chief Executive Officer

                                POWER OF ATTORNEY

       We, the undersigned directors and officers of The Mills Corporation, do
hereby constitute and appoint Laurence C. Siegel and Peter B. McMillan, and each
and either of them, our true and lawful attorneys-in-fact and agents, to do any
and all acts and things in our names and our behalf in our capacities as
directors and officers and to execute any and all instruments for us and in our
name in the capacities indicated below, which said attorneys and agents, or
either of them, may deem necessary or advisable to enable said Registrant to
comply with the Securities Act and any rules, regulations and requirements of
the Securities and Exchange Commission, in connection with this Registration
Statement, or any registration statement for this offering that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act,
including specifically, but without limitation, any and all amendments
(including post-effective amendments) hereto; and we hereby ratify and confirm
all that said attorneys and agents, or either of them, shall do or cause to be
done by virtue thereof.

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the 25th day of June, 1999.

<TABLE>
<CAPTION>
            NAME                                       TITLE
            ----                                       -----
<S>                                   <C>
 /s/ Laurence C. Siegel               Chairman of the Board, Chief Executive
----------------------------          Officer and Director (principal executive
Laurence C. Siegel                    officer)

/s/ Peter B. McMillan                 President, Chief Operating Officer and
----------------------------          Director
Peter B. McMillan

/s/ James F. Dausch                   Executive Vice-President - Development
----------------------------          and Director
James F. Dausch
</TABLE>


<PAGE>   7


<TABLE>
<S>                                   <C>
/s/ Kenneth R. Parent                 Executive Vice President - Finance and
----------------------------          Chief Financial Officer (principal
Kenneth R. Parent                     financial officer and principal accounting
                                      officer)

/s/ Dietrich von Boetticher           Vice Chairman and Director
----------------------------
Dietrich von Boetticher

/s/ John M. Ingram                    Vice Chairman and Director
----------------------------
John M. Ingram

/s/ Charles R. Black, Jr.             Director
----------------------------
Charles R. Black, Jr.

/s/ James C. Braithwaite              Director
----------------------------
James C. Braithwaite

/s/ Joseph B. Gildenhorn              Director
----------------------------
Joseph B. Gildenhorn

/s/ Harry H. Nick                     Director
----------------------------
Harry H. Nick

/s/ Franz von Perfall                 Director
----------------------------
Franz von Perfall

/s/ Robert P. Pincus                  Director
----------------------------
Robert P. Pincus

/s/ Cristina L. Rose                  Director
----------------------------
Cristina L. Rose
</TABLE>


<PAGE>   8


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
   Exhibit
    Number                            Description
    ------                            -----------
<S>           <C>
3.1*          Amended and Restated Certificate of Incorporation of the Registrant

3.2*          First Amendment to the Amended and Restated Certificate of
              Incorporation of the Registrant

3.3**         Amended and Restated Bylaws of the Registrant

5.1           Opinion of Hogan & Hartson L.L.P. regarding the legality of the
              shares being registered

23.1          Consent of Hogan & Hartson L.L.P. (included as part of Exhibit 5.1)

23.2          Consent of Ernst & Young LLP

24.1          Power of Attorney (included as part of the signature page of this
              Registration Statement)

99.1*         Section 145 of the General Corporation Law of the State of Delaware,
              as amended

99.2**        Form of Indemnification Agreement between the Registrant and its
              directors and officers

99.3          Form of The Mills Corporation 1999 Stock Option Plan
</TABLE>

-------
*      Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (No. 333-35853).

**     Incorporated by reference to the Registrant's Registration Statement on
Form S-11 (No. 33-71524), which was declared effective by the Securities and
Exchange Commission on April 14, 1994.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22502}]
{"company-data": {"conformed-name": "MILLS CORP", "cik": "0000914713", "assigned-sic": "6798", "irs-number": "521802283", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81865", "film-number": "99655595"}, "business-address": {"street1": "1300 WILSON BLVD", "street2": "STE 400", "city": "ARLINGTON", "state": "VA", "zip": "22209", "phone": "7035265000"}, "mail-address": {"street1": "1300 WILSON BLVD", "street2": "SUITE 400", "city": "ARLINGTON", "state": "VA", "zip": "22209"}}
1

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 1999

                                                 Registration No. 333-__________

================================================================================
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            ------------------------

                              THE MILLS CORPORATION
             (Exact name of registrant as specified in its charter)
DELAWARE                                     52-1802283
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)
1300 WILSON BOULEVARD
                                    SUITE 400
                            ARLINGTON, VIRGINIA 22209
          (Address of Principal Executive Offices, including zip code)

                            ------------------------

                              THE MILLS CORPORATION
                             1999 STOCK OPTION PLAN
                            (Full title of the Plan)

                            ------------------------

                               LAURENCE C. SIEGEL
                CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                              1300 WILSON BOULEVARD
                                    SUITE 400
                            ARLINGTON, VIRGINIA 22209
                                 (703) 526-5000
 (Name, address and telephone number, including area code, of agent for service)

                                 With a copy to:
                          J. WARREN GORRELL, JR., ESQ.
                                ALAN L. DYE, ESQ.
                             HOGAN & HARTSON L.L.P.
                           555 THIRTEENTH STREET, N.W.
                           WASHINGTON, D.C. 20004-1109
                                 (202) 637-5600

                            ------------------------

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                             AMOUNT       PROPOSED MAXIMUM      PROPOSED MAXIMUM       AMOUNT OF
         TITLE OF SECURITIES                  TO BE        OFFERING PRICE      AGGREGATE OFFERING     REGISTRATION
           TO BE REGISTERED                REGISTERED      PER SHARE (1)           PRICE (1)            FEE (1)
------------------------------------------------------------------------------------------------------------------
Common stock, par value $.01 per share      2,500,000         $21.6875            $54,218,750          $15,072.82
------------------------------------------------------------------------------------------------------------------
==================================================================================================================
(1) Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933
     solely for the purposes of calculating the amount of the registration fee,
     based on the average of the high and low prices per share of common stock
     of The Mills Corporation, par value $.01 per share, as reported on the New
     York Stock Exchange on June 23, 1999.

================================================================================
--------------------------------------------------------------------------------
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

       The documents containing the information required to be provided in this
Part I will be separately sent or given to employees participating in The Mills
Corporation 1999 Stock Option Plan (the "Plan"), as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act"). In
accordance with the instructions to Part I of Form S-8, such documents will not
be filed with the Securities and Exchange Commission (the "Commission") either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute the prospectus as required by
Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

              The Mills Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents:

              (a)    The Registrant's Annual Report on Form 10-K for the fiscal
                     year ended December 31, 1998;

              (b)    The Registrant's Quarterly Report on Form 10-Q for the
                     quarter ended March 31, 1999;

              (c)    The Registrant's Current Report on Form 8-K dated
                     March 31, 1999 (filed on June 18, 1999); and

              (d)    The description of the Registrant's common stock contained
                     in the Registrant's Registration Statement on Form 8-A
                     filed with the Commission and which became effective on
                     June 14, 1994 (No. 1-12994).

              In addition, all documents filed by the Registrant subsequent to
the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents or reports. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.       DESCRIPTION OF SECURITIES.

              A description of the Registrant's common stock, par value $ .01
per share, is incorporated by reference under Item 3.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

              Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.
3

              (a)    Article VII of the Registrant's Amended and Restated
                     Certificate of Incorporation, as amended, entitled
                     "Indemnification," and Section VI of the Registrant's
                     Amended and Restated Bylaws, entitled "Indemnification,"
                     are set forth in Exhibits 3.1 and 3.3, respectively, to
                     this Registration Statement and incorporated herein by
                     reference.

              (b)    Section 145 of the General Corporation Law of the State of
                     Delaware, as amended, entitled "Indemnification of
                     Officers, Directors, Employees and Agents; Insurance," is
                     set forth as Exhibit 99.1 to this Registration Statement
                     and incorporated herein by reference.

              (c)    The Registrant has in effect a policy of liability
                     insurance covering its directors and officers.

              (d)    The Registrant has entered into indemnification agreements
                     with certain of its directors and officers, the form of
                     which is set forth as Exhibit 99.2 to this Registration
                     Statement and incorporated herein by reference.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

              Not applicable.

ITEM 8.       EXHIBITS.
Exhibit
    Number                            Description
    ------                            -----------
3.1*            Amended and Restated Certificate of Incorporation of the
                Registrant

3.2*            First Amendment to the Amended and Restated Certificate of
                Incorporation of the Registrant

3.3**           Amended and Restated Bylaws of the Registrant

5.1             Opinion of Hogan & Hartson L.L.P. regarding the legality of the
                shares being registered

23.1            Consent of Hogan & Hartson L.L.P. (included as part of Exhibit
                5.1)

23.2            Consent of Ernst & Young LLP

24.1            Power of Attorney (included as part of the signature page of
                this Registration Statement)

99.1*           Section 145 of the General Corporation Law of the State of
                Delaware, as amended

99.2**          Form of Indemnification Agreement between the Registrant and
                its directors and officers

99.3            Form of The Mills Corporation 1999 Stock Option Plan
-------
*      Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (No. 333-35853).
4

**     Incorporated by reference to the Registrant's Registration Statement on
Form S-11 (No. 33-71524), which was declared effective by the Securities and
Exchange Commission on April 14, 1994.

ITEM 9.       UNDERTAKINGS.

              (a)    The undersigned Registrant hereby undertakes:

                     (1)    To file, during any period in which offers or sales
                            are being made, a post-effective amendment to this
                            Registration Statement:

                            (i)    To include any prospectus required by Section
                                   10(a)(3) of the Securities Act;

                            (ii)   To reflect in the prospectus any facts or
                                   events arising after the effective date of
                                   this Registration Statement (or the most
                                   recent post-effective amendment thereof)
                                   which, individually or in the aggregate,
                                   represent a fundamental change in the
                                   information set forth in this Registration
                                   Statement. Notwithstanding the foregoing, any
                                   increase or decrease in volume of securities
                                   offered (if the total dollar value of
                                   securities offered would not exceed that
                                   which was registered) and any deviation from
                                   the low or high end of the estimated maximum
                                   offering range may be reflected in the form
                                   of prospectus filed with the Commission
                                   pursuant to Rule 424(b) if, in the aggregate,
                                   the changes in volume and price represent no
                                   more than a 20 percent change in the maximum
                                   aggregate offering price set forth in the
                                   "Calculation of Registration Fee" table in
                                   the effective registration statement; and

                            (iii)  To include any material information with
                                   respect to the plan of distribution not
                                   previously disclosed in the Registration
                                   Statement or any material change to such
                                   information in the Registration Statement;

                            provided, however, that paragraphs (a)(1)(i) and
                            (a)(1)(ii) do not apply if the registration
                            statement is on Form S-3, Form S-8 or Form F-3, and
                            the information required to be included in a
                            post-effective amendment by those paragraphs is
                            contained in the periodic reports filed by the
                            Registrant pursuant to Section 13 or Section 15(d)
                            of the Exchange Act that are incorporated by
                            reference in the Registration Statement.

                     (2)    That, for the purpose of determining any liability
                            under the Securities Act, each such post-effective
                            amendment shall be deemed to be a new registration
                            statement relating to the securities offered
                            therein, and the offering of such securities at that
                            time shall be deemed to be the initial bona fide
                            offering thereof.

                     (3)    To remove from registration by means of a
                            post-effective amendment any of the securities being
                            registered which remain unsold at the termination of
                            the offering.
5

              (b)    The undersigned Registrant hereby further undertakes that,
                     for the purposes of determining any liability under the
                     Securities Act, each filing of the Registrant's annual
                     report pursuant to Section 13(a) or Section 15(d) of the
                     Exchange Act (and, where applicable, each filing of an
                     employee benefit plan's annual report pursuant to Section
                     15(d) of the Exchange Act) that is incorporated by
                     reference in the Registration Statement shall be deemed to
                     be a new registration statement relating to the securities
                     offered herein, and the offering of such securities at that
                     time shall be deemed to be the initial bona fide offering
                     thereof.

              (c)    Insofar as indemnification for liabilities arising under
                     the Securities Act may be permitted to directors, officers
                     and controlling persons of the Registrant pursuant to
                     existing provisions or arrangements whereby the Registrant
                     may indemnify a director, officer or controlling person of
                     the Registrant against liabilities arising under the
                     Securities Act, or otherwise, the Registrant has been
                     advised that in the opinion of the Securities and Exchange
                     Commission such indemnification is against public policy as
                     expressed in the Securities Act and is, therefore,
                     unenforceable. In the event that a claim for
                     indemnification against such liabilities (other than the
                     payment by the Registrant of expenses incurred or paid by a
                     director, officer or controlling person of the Registrant
                     in the successful defense of any action, suit or
                     proceeding) is asserted by such director, officer or
                     controlling person in connection with the securities being
                     registered, the Registrant will, unless in the opinion of
                     its counsel the matter has been settled by controlling
                     precedent, submit to a court of appropriate jurisdiction
                     the question whether such indemnification by it is against
                     public policy as expressed in the Securities Act and will
                     be governed by the final adjudication of such issue.
6

                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Arlington, Virginia, on this 25th day of June, 1999.

                                              THE MILLS CORPORATION

                                              By: /s/ Laurence C. Siegel
                                                 ----------------------------
                                                     Laurence C. Siegel
                                                     Chairman of the Board
                                                     and Chief Executive Officer

                                POWER OF ATTORNEY

       We, the undersigned directors and officers of The Mills Corporation, do
hereby constitute and appoint Laurence C. Siegel and Peter B. McMillan, and each
and either of them, our true and lawful attorneys-in-fact and agents, to do any
and all acts and things in our names and our behalf in our capacities as
directors and officers and to execute any and all instruments for us and in our
name in the capacities indicated below, which said attorneys and agents, or
either of them, may deem necessary or advisable to enable said Registrant to
comply with the Securities Act and any rules, regulations and requirements of
the Securities and Exchange Commission, in connection with this Registration
Statement, or any registration statement for this offering that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act,
including specifically, but without limitation, any and all amendments
(including post-effective amendments) hereto; and we hereby ratify and confirm
all that said attorneys and agents, or either of them, shall do or cause to be
done by virtue thereof.

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the 25th day of June, 1999.
NAME                                       TITLE
            ----                                       -----
/s/ Laurence C. Siegel               Chairman of the Board, Chief Executive
----------------------------          Officer and Director (principal executive
Laurence C. Siegel                    officer)

/s/ Peter B. McMillan                 President, Chief Operating Officer and
----------------------------          Director
Peter B. McMillan

/s/ James F. Dausch                   Executive Vice-President - Development
----------------------------          and Director
James F. Dausch
7
/s/ Kenneth R. Parent                 Executive Vice President - Finance and
----------------------------          Chief Financial Officer (principal
Kenneth R. Parent                     financial officer and principal accounting
                                      officer)

/s/ Dietrich von Boetticher           Vice Chairman and Director
----------------------------
Dietrich von Boetticher

/s/ John M. Ingram                    Vice Chairman and Director
----------------------------
John M. Ingram

/s/ Charles R. Black, Jr.             Director
----------------------------
Charles R. Black, Jr.

/s/ James C. Braithwaite              Director
----------------------------
James C. Braithwaite

/s/ Joseph B. Gildenhorn              Director
----------------------------
Joseph B. Gildenhorn

/s/ Harry H. Nick                     Director
----------------------------
Harry H. Nick

/s/ Franz von Perfall                 Director
----------------------------
Franz von Perfall

/s/ Robert P. Pincus                  Director
----------------------------
Robert P. Pincus

/s/ Cristina L. Rose                  Director
----------------------------
Cristina L. Rose
8

                                  EXHIBIT INDEX
Exhibit
    Number                            Description
    ------                            -----------
3.1*          Amended and Restated Certificate of Incorporation of the Registrant

3.2*          First Amendment to the Amended and Restated Certificate of
              Incorporation of the Registrant

3.3**         Amended and Restated Bylaws of the Registrant

5.1           Opinion of Hogan & Hartson L.L.P. regarding the legality of the
              shares being registered

23.1          Consent of Hogan & Hartson L.L.P. (included as part of Exhibit 5.1)

23.2          Consent of Ernst & Young LLP

24.1          Power of Attorney (included as part of the signature page of this
              Registration Statement)

99.1*         Section 145 of the General Corporation Law of the State of Delaware,
              as amended

99.2**        Form of Indemnification Agreement between the Registrant and its
              directors and officers

99.3          Form of The Mills Corporation 1999 Stock Option Plan
-------
*      Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (No. 333-35853).

**     Incorporated by reference to the Registrant's Registration Statement on
Form S-11 (No. 33-71524), which was declared effective by the Securities and
Exchange Commission on April 14, 1994.