As filed with the Securities and Exchange Commission on June 25, 1999

                                  Registration No. 333-
                                                       ------------------------
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              TAUBMAN CENTERS, INC.
                  (Exact Name of Registrant as Specified in its
                           Articles of Incorporation)

          Michigan                                     38-2033632
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
Incorporation or Organization)

                       200 East Long Lake Road, Suite 300
                                  P.O. Box 200
                      Bloomfield Hills, Michigan 48303-0200
                   (Address of Principal Executive Offices)

                   The Taubman Company and Related Entities
                        Employee Retirement Savings Plan
                            (Full Title of the Plan)


Lisa A. Payne, Executive Vice President                WITH A COPY TO:
  and Chief Financial Officer                       David A. Handelsman, Esq.
   Taubman Centers, Inc.                             17117 W. Nine Mile Road
200 East Long Lake Road, Suite 300                       Suite 1110
      P.O. Box 200                                  Southfield, Michigan 48075
Bloomfield Hills, Michigan 48303-0200                   (248) 557-3143
    (248) 258-6800
(Name, Address, and Telephone
 Number of Agent for Service)


                         CALCULATION OF REGISTRATION FEE
================================================================================
                                        Proposed     Proposed
 Title of Securities     Amount          Maximum      Maximum      Amount of
  Being Registered    Being Registered   Offering    Aggregate    Registration
                                         Price Per   Offering         Fee
                                          Share (1)   Price
--------------------------------------------------------------------------------
Taubman Centers,
Inc. Common Stock(2)   1,200,000         $13.53125  $16,237,500.00  $4,514.03
================================================================================

(1)  Solely for purposes of calculating  the  registration  fee pursuant to Rule
     457(c) under the  Securities  Act of 1933,  the proposed  maximum per share
     price is equal to the  average  of the high and low  prices  of the  Common
     Stock as reported  on the New York Stock  Exchange  Composite  Tape on June
     22,1999.

(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration  Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee  benefit plan described in this
     Registration Statement.

<PAGE>

               PART II.  INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.     Incorporation of Documents by Reference.

     The  following   documents  filed  with  the  Commission  pursuant  to  the
Securities  Exchange  Act of 1934  (the  "Exchange  Act")  are  incorporated  by
reference into this Registration Statement:

     (a)    the Annual Report on Form 11-K of The Taubman  Company and Related
            Entities  Employee  Retirement  Savings  Plan (the "Plan") for the
            year ended December 31, 1997;

     (b)    the  Annual  Report  on Form  10-K of  Taubman  Centers,  Inc.  (the
            "Company"), for the year ended December 31, 1998;

     (c)    the  Company's  Quarterly  Report on Form 10-Q for the period  ended
            March 31, 1999;

     (d)    the   description  of  Common  Stock   contained  in  the  Company's
            registration  statement on Form 8-A (File No.  1-11530)  filed under
            the Exchange Act and any amendments or reports filed for the purpose
            of updating such description.

     All documents filed by the Plan or the Company  pursuant to Sections 13(a),
13(c),  14, or 15(d) of the  Exchange  Act  after the date of this  Registration
Statement (and prior to the filing of a post-effective amendment indicating that
all of the  securities  offered have been sold or  deregistering  all securities
then remaining  unsold ) shall be deemed to be incorporated by reference in, and
to be a part of,  this  Registration  Statement  from the  date of  filing  such
documents.

Item 4.     Description of Securities.

     Not Applicable

Item 5.     Interests of Named Experts and Counsel.

     Not Applicable

Item 6.     Indemnification of Directors and Officers.

     Under the Company's  Articles of Incorporation,  no director of the Company
shall be liable to the Company or its  shareholders  for monetary  damages for a
breach of the director's  fiduciary duty. The Articles do not limit a director's
liability  to the Company or its  shareholders  resulting  from: a breach of the
director's  duty of  loyalty to the  Corporation  or its  shareholders;  acts or
omissions  of the  director  not in good  faith  or  which  involve  intentional
misconduct or knowing  violation of law;  unlawful  payment of a dividend on the
Company's  securities,  or a  transaction  from  which the  director  derived an
improper personal benefit.

     Under the Company's Articles of Incorporation,  the Company is required (to
the  fullest  extent  permitted  or not  prohibited  by law) to  indemnify  each
director  of the  Company  against any  liability  resulting  from his status or
service as a  director  of the  Company.  Each  officer  of the  Company is also
entitled to such  indemnification,  provided  that the officer has acted in good
faith and has otherwise satisfied the required standard of care.

<PAGE>


     The  Company  has in place  one or more  insurance  policies  insuring  the
Company's  directors and officers  against  expenses and liabilities of the type
normally  insured  against  under such  policies,  including  the expense of the
indemnifications described above.


Item 7.     Exemption from Registration Claimed.

     Not applicable.

Item 8.     Exhibits.

      Exhibit
      Number         Description
      -------        -----------

         4      --   Restated  Articles of  Incorporation  of Taubman Centers,
                     Inc.  (incorporated  by  reference  to Exhibit 3(a) filed
                     with the  Registrant's  Quarterly Report on Form 10-Q for
                     the period ended September 30, 1998).

         5*

         23     --   Consent of Deloitte & Touche LLP.

         24     --   Powers of Attorney.


         * In lieu  of  filing  the  exhibit  specified  in  Item  601(b)(5)  of
Regulation  S-K, and as  permitted  under the  instructions  to this Item 8, the
Registrant  undertakes  that  the  Registrant  has  submitted  the  Plan and any
amendment  to the Plan to the Internal  Revenue  Service (the "IRS") in a timely
manner and has made all  changes  required  by the IRS in order to  qualify  the
Plan.

Item 9.              Undertakings.

       Insofar as indemnification  for liabilities  arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the  Registrant  pursuant to the  provisions  described  under Item 6
above, or otherwise,  the Registrant has been advised that in the opinion of the
Securities  and Exchange  Commission,  such  indemnification  is against  public
policy as expressed in the 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 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 Act and
will be governed by the final adjudication of such issue.

       The Registrant undertakes:

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

<PAGE>


      (2)   that,  for the  purpose  of  determining  any  liability  under  the
            Securities Act of 1933, each such post-effective  amendment 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; and

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

      The undersigned  Registrant  undertakes  that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  Registrant's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and each filing of the 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.

<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Bloomfield Hills, State of Michigan, on the 25th day
of June, 1999.
                              TAUBMAN CENTERS, INC., a Michigan corporation

                              By:    /S/ Robert S. Taubman
                                     ---------------------
                                     Robert   S.   Taubman, President and Chief
                                     Executive Officer

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signature                              Title                          Date
---------                              -----                          ----

/S/ Robert S. Taubman           President, Chief Executive         June 25, 1999
-------------------------       Officer, and Director
Robert S. Taubman

/S/ Lisa A. Payne               Executive Vice President,          June 25, 1999
-------------------------       Chief Financial Officer, and
Lisa A.  Payne                  Director

/S/ Esther R. Blum              Senior Vice President, Controller  June 25, 1999
-------------------------       and Chief Accounting Officer
Esther R.  Blum

          *                     Chairman of the Board              June 25, 1999
-------------------------
A. Alfred Taubman

          *                     Vice Chairman of the Board         June 25, 1999
-------------------------
Robert C. Larson

          *                     Director                           June 25, 1999
-------------------------
Graham T. Allison

          *                     Director                           June 25, 1999
-------------------------
Claude M. Ballard

          *                     Director                           June 25, 1999
-------------------------
Allan J. Bloostein

          *                     Director                           June 25, 1999
-------------------------
Jerome A.  Chazen

          *                     Director                           June 25, 1999
-------------------------
S.  Parker Gilbert

                                     * By:  /S/ Lisa A. Payne
                                            -----------------
                                            Lisa A.  Payne, as Attorney-in-Fact

<PAGE>



     Pursuant to the requirements of the Securities Act of 1933, the trustee has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the  City of  Malvern,  State  of
Pennsylvania, on June 25, 1999.

                                          THE  TAUBMAN   COMPANY  AND  RELATED
                                          ENTITIES EMPLOYEE RETIREMENT SAVINGS
                                          PLAN

                                          By:   Vanguard    Fiduciary    Trust
                                                Company, as Trustee

                                          By:   /S/ David Simmons
                                                -----------------
                                                David Simmons
                                                Its:  Authorized Signatory


<PAGE>



                                  EXHIBIT INDEX


     Exhibit                                                      Sequential
     Number                         Description                   Page Number
     -------                        -----------                   -----------

        4   --    Restated Articles of Incorporation of Taubman Centers,
                  Inc. (incorporated by reference to Exhibit 3(a) filed with
                  the Registrant's Quarterly Report on Form 10-Q for the period
                  ended September 30, 1998).

        5*

       23   --    Consent of Deloitte & Touche LLP.

       24   --    Powers of Attorney.


       * In lieu of filing the exhibit specified in Item 601(b)(5) of Regulation
S-K,  and as permitted  under the  instructions  to this Item 8, the  Registrant
undertakes  that the  Registrant has submitted the Plan and any amendment to the
Plan to the Internal Revenue Service (the "IRS") in a timely manner and has made
all changes required by the IRS in order to qualify the Plan.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15037}]
{"company-data": {"conformed-name": "TAUBMAN CENTERS INC", "cik": "0000890319", "assigned-sic": "6798", "irs-number": "382033632", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81577", "film-number": "99652675"}, "business-address": {"street1": "200 E LONG LAKE RD", "street2": "SUITE 300 P O BOX 200", "city": "BLOOMFIELD HILLS", "state": "MI", "zip": "48303-0200", "phone": "2482586800"}}
As filed with the Securities and Exchange Commission on June 25, 1999

                                  Registration No. 333-
                                                       ------------------------
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              TAUBMAN CENTERS, INC.
                  (Exact Name of Registrant as Specified in its
                           Articles of Incorporation)

          Michigan                                     38-2033632
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
Incorporation or Organization)

                       200 East Long Lake Road, Suite 300
                                  P.O. Box 200
                      Bloomfield Hills, Michigan 48303-0200
                   (Address of Principal Executive Offices)

                   The Taubman Company and Related Entities
                        Employee Retirement Savings Plan
                            (Full Title of the Plan)

Lisa A. Payne, Executive Vice President                WITH A COPY TO:
  and Chief Financial Officer                       David A. Handelsman, Esq.
   Taubman Centers, Inc.                             17117 W. Nine Mile Road
200 East Long Lake Road, Suite 300                       Suite 1110
      P.O. Box 200                                  Southfield, Michigan 48075
Bloomfield Hills, Michigan 48303-0200                   (248) 557-3143
    (248) 258-6800
(Name, Address, and Telephone
 Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                        Proposed     Proposed
 Title of Securities     Amount          Maximum      Maximum      Amount of
  Being Registered    Being Registered   Offering    Aggregate    Registration
                                         Price Per   Offering         Fee
                                          Share (1)   Price
--------------------------------------------------------------------------------
Taubman Centers,
Inc. Common Stock(2)   1,200,000         $13.53125  $16,237,500.00  $4,514.03
================================================================================

(1)  Solely for purposes of calculating  the  registration  fee pursuant to Rule
     457(c) under the  Securities  Act of 1933,  the proposed  maximum per share
     price is equal to the  average  of the high and low  prices  of the  Common
     Stock as reported  on the New York Stock  Exchange  Composite  Tape on June
     22,1999.

(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration  Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee  benefit plan described in this
     Registration Statement.
PART II.  INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.     Incorporation of Documents by Reference.

     The  following   documents  filed  with  the  Commission  pursuant  to  the
Securities  Exchange  Act of 1934  (the  "Exchange  Act")  are  incorporated  by
reference into this Registration Statement:

     (a)    the Annual Report on Form 11-K of The Taubman  Company and Related
            Entities  Employee  Retirement  Savings  Plan (the "Plan") for the
            year ended December 31, 1997;

     (b)    the  Annual  Report  on Form  10-K of  Taubman  Centers,  Inc.  (the
            "Company"), for the year ended December 31, 1998;

     (c)    the  Company's  Quarterly  Report on Form 10-Q for the period  ended
            March 31, 1999;

     (d)    the   description  of  Common  Stock   contained  in  the  Company's
            registration  statement on Form 8-A (File No.  1-11530)  filed under
            the Exchange Act and any amendments or reports filed for the purpose
            of updating such description.

     All documents filed by the Plan or the Company  pursuant to Sections 13(a),
13(c),  14, or 15(d) of the  Exchange  Act  after the date of this  Registration
Statement (and prior to the filing of a post-effective amendment indicating that
all of the  securities  offered have been sold or  deregistering  all securities
then remaining  unsold ) shall be deemed to be incorporated by reference in, and
to be a part of,  this  Registration  Statement  from the  date of  filing  such
documents.

Item 4.     Description of Securities.

     Not Applicable

Item 5.     Interests of Named Experts and Counsel.

     Not Applicable

Item 6.     Indemnification of Directors and Officers.

     Under the Company's  Articles of Incorporation,  no director of the Company
shall be liable to the Company or its  shareholders  for monetary  damages for a
breach of the director's  fiduciary duty. The Articles do not limit a director's
liability  to the Company or its  shareholders  resulting  from: a breach of the
director's  duty of  loyalty to the  Corporation  or its  shareholders;  acts or
omissions  of the  director  not in good  faith  or  which  involve  intentional
misconduct or knowing  violation of law;  unlawful  payment of a dividend on the
Company's  securities,  or a  transaction  from  which the  director  derived an
improper personal benefit.

     Under the Company's Articles of Incorporation,  the Company is required (to
the  fullest  extent  permitted  or not  prohibited  by law) to  indemnify  each
director  of the  Company  against any  liability  resulting  from his status or
service as a  director  of the  Company.  Each  officer  of the  Company is also
entitled to such  indemnification,  provided  that the officer has acted in good
faith and has otherwise satisfied the required standard of care.
The  Company  has in place  one or more  insurance  policies  insuring  the
Company's  directors and officers  against  expenses and liabilities of the type
normally  insured  against  under such  policies,  including  the expense of the
indemnifications described above.

Item 7.     Exemption from Registration Claimed.

     Not applicable.

Item 8.     Exhibits.

      Exhibit
      Number         Description
      -------        -----------

         4      --   Restated  Articles of  Incorporation  of Taubman Centers,
                     Inc.  (incorporated  by  reference  to Exhibit 3(a) filed
                     with the  Registrant's  Quarterly Report on Form 10-Q for
                     the period ended September 30, 1998).

         5*

         23     --   Consent of Deloitte & Touche LLP.

         24     --   Powers of Attorney.

         * In lieu  of  filing  the  exhibit  specified  in  Item  601(b)(5)  of
Regulation  S-K, and as  permitted  under the  instructions  to this Item 8, the
Registrant  undertakes  that  the  Registrant  has  submitted  the  Plan and any
amendment  to the Plan to the Internal  Revenue  Service (the "IRS") in a timely
manner and has made all  changes  required  by the IRS in order to  qualify  the
Plan.

Item 9.              Undertakings.

       Insofar as indemnification  for liabilities  arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the  Registrant  pursuant to the  provisions  described  under Item 6
above, or otherwise,  the Registrant has been advised that in the opinion of the
Securities  and Exchange  Commission,  such  indemnification  is against  public
policy as expressed in the 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 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 Act and
will be governed by the final adjudication of such issue.

       The Registrant undertakes:

      (1)   to file,  during any period in which offers or sales are being made,
            a post-effective amendment to this Registration Statement 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;
(2)   that,  for the  purpose  of  determining  any  liability  under  the
            Securities Act of 1933, each such post-effective  amendment 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; and

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

      The undersigned  Registrant  undertakes  that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  Registrant's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and each filing of the 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.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Bloomfield Hills, State of Michigan, on the 25th day
of June, 1999.
                              TAUBMAN CENTERS, INC., a Michigan corporation

                              By:    /S/ Robert S. Taubman
                                     ---------------------
                                     Robert   S.   Taubman, President and Chief
                                     Executive Officer

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signature                              Title                          Date
---------                              -----                          ----

/S/ Robert S. Taubman           President, Chief Executive         June 25, 1999
-------------------------       Officer, and Director
Robert S. Taubman

/S/ Lisa A. Payne               Executive Vice President,          June 25, 1999
-------------------------       Chief Financial Officer, and
Lisa A.  Payne                  Director

/S/ Esther R. Blum              Senior Vice President, Controller  June 25, 1999
-------------------------       and Chief Accounting Officer
Esther R.  Blum

          *                     Chairman of the Board              June 25, 1999
-------------------------
A. Alfred Taubman

          *                     Vice Chairman of the Board         June 25, 1999
-------------------------
Robert C. Larson

          *                     Director                           June 25, 1999
-------------------------
Graham T. Allison

          *                     Director                           June 25, 1999
-------------------------
Claude M. Ballard

          *                     Director                           June 25, 1999
-------------------------
Allan J. Bloostein

          *                     Director                           June 25, 1999
-------------------------
Jerome A.  Chazen

          *                     Director                           June 25, 1999
-------------------------
S.  Parker Gilbert

                                     * By:  /S/ Lisa A. Payne
                                            -----------------
                                            Lisa A.  Payne, as Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, the trustee has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the  City of  Malvern,  State  of
Pennsylvania, on June 25, 1999.

                                          THE  TAUBMAN   COMPANY  AND  RELATED
                                          ENTITIES EMPLOYEE RETIREMENT SAVINGS
                                          PLAN

                                          By:   Vanguard    Fiduciary    Trust
                                                Company, as Trustee

                                          By:   /S/ David Simmons
                                                -----------------
                                                David Simmons
                                                Its:  Authorized Signatory
EXHIBIT INDEX

     Exhibit                                                      Sequential
     Number                         Description                   Page Number
     -------                        -----------                   -----------

        4   --    Restated Articles of Incorporation of Taubman Centers,
                  Inc. (incorporated by reference to Exhibit 3(a) filed with
                  the Registrant's Quarterly Report on Form 10-Q for the period
                  ended September 30, 1998).

        5*

       23   --    Consent of Deloitte & Touche LLP.

       24   --    Powers of Attorney.

       * In lieu of filing the exhibit specified in Item 601(b)(5) of Regulation
S-K,  and as permitted  under the  instructions  to this Item 8, the  Registrant
undertakes  that the  Registrant has submitted the Plan and any amendment to the
Plan to the Internal Revenue Service (the "IRS") in a timely manner and has made
all changes required by the IRS in order to qualify the Plan.