<PAGE>
 
                         The Exhibit Index is on page 8

    As filed with the Securities and Exchange Commission on October 28, 1994
                              Registration No. 33-
================================================================================

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


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

                               THE ROUSE COMPANY
              (Exact name of issuer as specified in its charter)

            Maryland                                             52-0735512
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

  10275 Little Patuxent Parkway
    Columbia, Maryland                                           21044-3456
  (Address of principal executive offices)                       (Zip Code)
                             --------------------
                               THE ROUSE COMPANY
                           1994 STOCK INCENTIVE PLAN
                           (Full title of the plan)
                             --------------------



                         RICHARD G. McCAULEY, Esquire
                            Senior Vice-President,
                         General Counsel and Secretary
                               The Rouse Company
                         10275 Little Patuxent Parkway
                         Columbia, Maryland 21044-3456
                                (410) 992-6400
                     (Name, address and telephone number,
                  including area code, of agent for service)
                             --------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Title of              Amount     Proposed maxi-   Proposed maxi-     Amount of
securities to         to be       mum offering     mum aggregate   registration
be registered       registered  price per share   offering price        fee
- ------------------  ----------  ----------------  ---------------  -------------
 
<S>                 <C>         <C>               <C>              <C>
Common Stock
(par value
$0.01 per share)     2,250,000         $18.6875*     $42,046,875*       $14,498*
 
================================================================================
</TABLE>

(*)  Pursuant to Rule 457(h)(1) and (c), the proposed maximum offering price per
     share, proposed maximum aggregate offering price and the amount of
     registration fee are based upon the average of the high and low sale price
     of the Common Stock on the National Association of Securities Dealers
     Automated Quotation (NASDAQ) National Market System on October 26, 1994.
================================================================================
<PAGE>
 
                               THE ROUSE COMPANY
                           1994 STOCK INCENTIVE PLAN

                                     PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          Not required to be included in the Form S-8 pursuant to the Note to
     Part I of Form S-8.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


     ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.
                ----------------------------------------

          The following documents which have been filed by the Registrant with
     the Securities and Exchange Commission (the "Commission") are incorporated
     herein by reference:

          (a)  Annual Report on Form 10-K for the fiscal year ended December 31,
               1993;

          (b)  Quarterly Reports on Form 10-Q for the quarters ended March 31,
               1994 and June 30, 1994 and all other reports filed pursuant to
               Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
               ("Exchange Act") since the end of the fiscal year covered by the
               registration document referred to in (a) above; and

          (c)  Description of Common Stock of the Registrant contained or
               incorporated in the Registration Statements filed by the
               Registrant under the Exchange Act, including any amendments or
               reports filed for the purpose of updating such description.

          All documents subsequently filed by the Registrant with the Commission
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 into this
     Registration Statement and to be a part of the Registration Statement from
     the date of filing of such document.

     ITEM 4.   DESCRIPTION OF SECURITIES.
               --------------------------

          Not applicable.

                                      -2-
<PAGE>
 
     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
               ---------------------------------------

          Certain legal matters in connection with the issuance of the Common
     Stock offered by this Registration Statement are being passed upon for the
     Company by Richard G. McCauley, Esquire, who is Senior Vice-President,
     General Counsel and Secretary of the Company.  As of October 28, 1994, Mr.
     McCauley was the direct owner of 107,910 shares of the Company's Common
     Stock (excluding shares of the Company's Common Stock held in his account
     under the Company's 401(k) Savings Plan), certain family members owned
     21,295 shares (as to which shares he disclaims beneficial ownership) and he
     held options to purchase 112,500 shares, of which options to purchase
     39,500 shares were presently exercisable.

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
               ----------------------------------------- 

          The Charter and Bylaws of the Registrant provide for limitation of
     liability and indemnification of directors and officers.  Article SEVENTH
     (f) of the Charter provides for limitation of liability of directors and
     officers of the Registrant as follows:

          "To the fullest extent permitted by Maryland statutory or decisional
          law, as amended or interpreted, no director or officer of this
          Corporation shall be personally liable to the Corporation or its
          stockholders for money damages.  No amendment of the charter of the
          Corporation or repeal of any of its provisions shall limit or
          eliminate the benefits provided to directors and officers under this
          provision with respect to any act or omission which occurred prior to
          such amendment or repeal."

          Article IX of the Bylaws of the Company provides that directors and
     officers of the Company shall be indemnified by the Company to the fullest
     extent permitted by Maryland law as now or hereafter in force, including
     the advance of related expenses.  If any determination is required under
     applicable law as to whether a director or officer is entitled to
     indemnification, such determination shall be made by independent legal
     counsel retained by the Company and appointed by either the Board of
     Directors or the Chief Executive Officer.

          Under Section 2-418 of the Corporations and Associations Article of
     the Annotated Code of Maryland, a corporation may indemnify any director
     made a party to a proceeding by reason of service in that capacity unless
     it is established that: (1) the act or omission of the director was
     material to the matter giving rise to the proceeding and either (i) was
     committed in bad faith or (ii) was the result of active and deliberate
     dishonesty, or (2) the director actually received an improper personal
     benefit in money, property or services, or (3) in the case of any criminal
     proceeding, the director had reasonable cause to believe that the

                                      -3-
<PAGE>
 
     act or omission was unlawful.  To the extent that a director has been
     successful in the defense of any proceeding, he or she also shall be
     indemnified against reasonable expenses incurred in connection therewith.
     A Maryland corporation may indemnify its officers to the same extent as its
     directors and to such further extent as is consistent with law.

          As permitted under Section 2-418(k) of the Corporations and
     Associations Article of the Annotated Code of Maryland, the Company has
     purchased and maintains insurance on behalf of its directors and officers
     against any liability asserted against such directors and officers in their
     capacities as such whether or not the Company would have the power to
     indemnify such persons under the provisions of the Maryland law governing
     indemnification.


     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
               ------------------------------------

          Not applicable.

     ITEM 8.   EXHIBITS.
               -------- 

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

     5         Opinion of Richard G. McCauley, Esquire (contains Consent of
               Counsel).

     23.1      Consent of Counsel (contained in Exhibit 5).

     23.2      Consent of Independent Certified Public Accountants.

     23.3      Consent of Independent Real Estate Consultants.

     24        Power of Attorney.

     ITEM 9.   UNDERTAKINGS.
               ------------ 

          The undersigned Registrant hereby undertakes:

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

             (i)    To include any prospectus required by Section 10(a)(3) of
     the Securities Act of 1933;

             (ii)   To reflect in the prospectus any facts or events arising
     after the effective date of the Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     Registration Statement; and

                                      -4-
<PAGE>
 
               (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.

          Paragraphs (1)(i) and (1)(ii) do not apply if the information required
     to be included in a post-effective amendment by those paragraphs is
     contained in periodic reports filed by the Registrant pursuant to Section
     13 or Section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference 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
     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.

          The undersigned Registrant hereby 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, where applicable, each filing of an employee
     benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
     that is incorporated by reference in the Registration Statement shall be
     deemed to be a new Registration Statement relating to the securities
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.
                              ---- ----                  

          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 foregoing
     provisions, 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 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 Act and
     will be governed by the final adjudication of such issue.

                                      -5-
<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 Columbia, Maryland on this 28th day of
     October, 1994.

                                                THE ROUSE COMPANY


                                                By:/s/ Mathias J. DeVito
                                                   ---------------------------
                                                     Mathias J. DeVito
                                                     Chairman of the Board 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 date indicated.

     Principal Executive Officers:


     /s/ Mathias J. DeVito       Chairman of the      Date:  October 28, 1994
     ----------------------                                           
     Mathias J. DeVito           Board and Chief
                                 Executive Officer


     /s/ Anthony W. Deering      President and        Date:  October 28, 1994
     ----------------------                                         
     Anthony W. Deering          Chief Operating
                                 Officer



     Principal Financial Officer:


     /s/ Jeffrey H. Donahue      Senior Vice-         Date:  October 28, 1994
     ----------------------                                        
     Jeffrey H. Donahue          President and
                                 Chief Financial
                                 Officer


     Principal Accounting Officer:


     /s/ George L. Yungmann      Senior Vice-         Date:  October 28, 1994
     ----------------------                                        
     George L. Yungmann          President and
                                 Controller

                                      -6-
<PAGE>
 
                      A MAJORITY OF THE BOARD OF DIRECTORS

     David H. Benson, Jeremiah E. Casey, Anthony W. Deering, Rohit M. Desai,
     Mathias J. DeVito, Juanita T. James, Thomas J. McHugh, Hanne M. Merriman
     and Alexander B. Trowbridge


     /s/ Mathias J. DeVito       For himself and as          October 28, 1994
     -----------------------                                             
        Mathias J. DeVito        Attorney-in-Fact for
                                 the above-named members
                                 of the Board of
                                 Directors

                                      -7-
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>

     Exhibit
     Number         Description                                   Page
     -------        -----------                                   ----
     <S>            <C>                                           <C>

     5              Opinion of Richard G. McCauley, Esquire         
                    (contains Consent of Counsel).                  9

     23.1           Consent of Counsel (contained in Exhibit 5).    9

     23.2           Consent of Independent Certified Public 
                    Accountants.                                   11

     23.3           Consent of Independent Real Estate
                    Consultants.                                   12

     24             Power of Attorney.                             13
</TABLE>


                                      -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17793}]
{"company-data": {"conformed-name": "ROUSE COMPANY", "cik": "0000085388", "assigned-sic": "6512", "irs-number": "520735512", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56231", "film-number": "94555860"}, "business-address": {"street1": "10275 LITTLE PATUXENT PKWY", "city": "COLUMBIA", "state": "MD", "zip": "21044", "phone": "4109926000"}, "mail-address": {"street1": "10275 LITTLE PATUXENT PARKWAY", "city": "COLUMBIA", "state": "MD", "zip": "21044"}, "former-company": {"former-conformed-name": "COMMUNITY RESEARCH & DEVELOPMENT INC", "date-changed": "19660913"}}
The Exhibit Index is on page 8

    As filed with the Securities and Exchange Commission on October 28, 1994
                              Registration No. 33-
================================================================================

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

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

                               THE ROUSE COMPANY
              (Exact name of issuer as specified in its charter)

            Maryland                                             52-0735512
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

  10275 Little Patuxent Parkway
    Columbia, Maryland                                           21044-3456
  (Address of principal executive offices)                       (Zip Code)
                             --------------------
                               THE ROUSE COMPANY
                           1994 STOCK INCENTIVE PLAN
                           (Full title of the plan)
                             --------------------

                         RICHARD G. McCAULEY, Esquire
                            Senior Vice-President,
                         General Counsel and Secretary
                               The Rouse Company
                         10275 Little Patuxent Parkway
                         Columbia, Maryland 21044-3456
                                (410) 992-6400
                     (Name, address and telephone number,
                  including area code, of agent for service)
                             --------------------

                        CALCULATION OF REGISTRATION FEE
================================================================================
Title of              Amount     Proposed maxi-   Proposed maxi-     Amount of
securities to         to be       mum offering     mum aggregate   registration
be registered       registered  price per share   offering price        fee
- ------------------  ----------  ----------------  ---------------  -------------
Common Stock
(par value
$0.01 per share)     2,250,000         $18.6875*     $42,046,875*       $14,498*
 
================================================================================
(*)  Pursuant to Rule 457(h)(1) and (c), the proposed maximum offering price per
     share, proposed maximum aggregate offering price and the amount of
     registration fee are based upon the average of the high and low sale price
     of the Common Stock on the National Association of Securities Dealers
     Automated Quotation (NASDAQ) National Market System on October 26, 1994.
================================================================================
THE ROUSE COMPANY
                           1994 STOCK INCENTIVE PLAN

                                     PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          Not required to be included in the Form S-8 pursuant to the Note to
     Part I of Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.
                ----------------------------------------

          The following documents which have been filed by the Registrant with
     the Securities and Exchange Commission (the "Commission") are incorporated
     herein by reference:

          (a)  Annual Report on Form 10-K for the fiscal year ended December 31,
               1993;

          (b)  Quarterly Reports on Form 10-Q for the quarters ended March 31,
               1994 and June 30, 1994 and all other reports filed pursuant to
               Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
               ("Exchange Act") since the end of the fiscal year covered by the
               registration document referred to in (a) above; and

          (c)  Description of Common Stock of the Registrant contained or
               incorporated in the Registration Statements filed by the
               Registrant under the Exchange Act, including any amendments or
               reports filed for the purpose of updating such description.

          All documents subsequently filed by the Registrant with the Commission
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 into this
     Registration Statement and to be a part of the Registration Statement from
     the date of filing of such document.

     ITEM 4.   DESCRIPTION OF SECURITIES.
               --------------------------

          Not applicable.

                                      -2-
ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
               ---------------------------------------

          Certain legal matters in connection with the issuance of the Common
     Stock offered by this Registration Statement are being passed upon for the
     Company by Richard G. McCauley, Esquire, who is Senior Vice-President,
     General Counsel and Secretary of the Company.  As of October 28, 1994, Mr.
     McCauley was the direct owner of 107,910 shares of the Company's Common
     Stock (excluding shares of the Company's Common Stock held in his account
     under the Company's 401(k) Savings Plan), certain family members owned
     21,295 shares (as to which shares he disclaims beneficial ownership) and he
     held options to purchase 112,500 shares, of which options to purchase
     39,500 shares were presently exercisable.

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
               ----------------------------------------- 

          The Charter and Bylaws of the Registrant provide for limitation of
     liability and indemnification of directors and officers.  Article SEVENTH
     (f) of the Charter provides for limitation of liability of directors and
     officers of the Registrant as follows:

          "To the fullest extent permitted by Maryland statutory or decisional
          law, as amended or interpreted, no director or officer of this
          Corporation shall be personally liable to the Corporation or its
          stockholders for money damages.  No amendment of the charter of the
          Corporation or repeal of any of its provisions shall limit or
          eliminate the benefits provided to directors and officers under this
          provision with respect to any act or omission which occurred prior to
          such amendment or repeal."

          Article IX of the Bylaws of the Company provides that directors and
     officers of the Company shall be indemnified by the Company to the fullest
     extent permitted by Maryland law as now or hereafter in force, including
     the advance of related expenses.  If any determination is required under
     applicable law as to whether a director or officer is entitled to
     indemnification, such determination shall be made by independent legal
     counsel retained by the Company and appointed by either the Board of
     Directors or the Chief Executive Officer.

          Under Section 2-418 of the Corporations and Associations Article of
     the Annotated Code of Maryland, a corporation may indemnify any director
     made a party to a proceeding by reason of service in that capacity unless
     it is established that: (1) the act or omission of the director was
     material to the matter giving rise to the proceeding and either (i) was
     committed in bad faith or (ii) was the result of active and deliberate
     dishonesty, or (2) the director actually received an improper personal
     benefit in money, property or services, or (3) in the case of any criminal
     proceeding, the director had reasonable cause to believe that the

                                      -3-
act or omission was unlawful.  To the extent that a director has been
     successful in the defense of any proceeding, he or she also shall be
     indemnified against reasonable expenses incurred in connection therewith.
     A Maryland corporation may indemnify its officers to the same extent as its
     directors and to such further extent as is consistent with law.

          As permitted under Section 2-418(k) of the Corporations and
     Associations Article of the Annotated Code of Maryland, the Company has
     purchased and maintains insurance on behalf of its directors and officers
     against any liability asserted against such directors and officers in their
     capacities as such whether or not the Company would have the power to
     indemnify such persons under the provisions of the Maryland law governing
     indemnification.

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
               ------------------------------------

          Not applicable.

     ITEM 8.   EXHIBITS.
               -------- 

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

     5         Opinion of Richard G. McCauley, Esquire (contains Consent of
               Counsel).

     23.1      Consent of Counsel (contained in Exhibit 5).

     23.2      Consent of Independent Certified Public Accountants.

     23.3      Consent of Independent Real Estate Consultants.

     24        Power of Attorney.

     ITEM 9.   UNDERTAKINGS.
               ------------ 

          The undersigned Registrant hereby undertakes:

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

             (i)    To include any prospectus required by Section 10(a)(3) of
     the Securities Act of 1933;

             (ii)   To reflect in the prospectus any facts or events arising
     after the effective date of the Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     Registration Statement; and

                                      -4-
(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.

          Paragraphs (1)(i) and (1)(ii) do not apply if the information required
     to be included in a post-effective amendment by those paragraphs is
     contained in periodic reports filed by the Registrant pursuant to Section
     13 or Section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference 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
     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.

          The undersigned Registrant hereby 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, where applicable, each filing of an employee
     benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
     that is incorporated by reference in the Registration Statement shall be
     deemed to be a new Registration Statement relating to the securities
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.
                              ---- ----                  

          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 foregoing
     provisions, 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 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 Act and
     will be governed by the final adjudication of such issue.

                                      -5-
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 Columbia, Maryland on this 28th day of
     October, 1994.

                                                THE ROUSE COMPANY

                                                By:/s/ Mathias J. DeVito
                                                   ---------------------------
                                                     Mathias J. DeVito
                                                     Chairman of the Board 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 date indicated.

     Principal Executive Officers:

     /s/ Mathias J. DeVito       Chairman of the      Date:  October 28, 1994
     ----------------------                                           
     Mathias J. DeVito           Board and Chief
                                 Executive Officer

     /s/ Anthony W. Deering      President and        Date:  October 28, 1994
     ----------------------                                         
     Anthony W. Deering          Chief Operating
                                 Officer

     Principal Financial Officer:

     /s/ Jeffrey H. Donahue      Senior Vice-         Date:  October 28, 1994
     ----------------------                                        
     Jeffrey H. Donahue          President and
                                 Chief Financial
                                 Officer

     Principal Accounting Officer:

     /s/ George L. Yungmann      Senior Vice-         Date:  October 28, 1994
     ----------------------                                        
     George L. Yungmann          President and
                                 Controller

                                      -6-
A MAJORITY OF THE BOARD OF DIRECTORS

     David H. Benson, Jeremiah E. Casey, Anthony W. Deering, Rohit M. Desai,
     Mathias J. DeVito, Juanita T. James, Thomas J. McHugh, Hanne M. Merriman
     and Alexander B. Trowbridge

     /s/ Mathias J. DeVito       For himself and as          October 28, 1994
     -----------------------                                             
        Mathias J. DeVito        Attorney-in-Fact for
                                 the above-named members
                                 of the Board of
                                 Directors

                                      -7-
EXHIBIT INDEX
Exhibit
     Number         Description                                   Page
     -------        -----------                                   ----
5              Opinion of Richard G. McCauley, Esquire         
                    (contains Consent of Counsel).                  9

     23.1           Consent of Counsel (contained in Exhibit 5).    9

     23.2           Consent of Independent Certified Public 
                    Accountants.                                   11

     23.3           Consent of Independent Real Estate
                    Consultants.                                   12

     24             Power of Attorney.                             13
-8-