<PAGE>

  As filed with the Securities and Exchange Commission on September 17, 1997
                                                          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>                                                   <C>
Delaware                                      1300 Wilson Boulevard                             52-1802283
(State or other jurisdiction of                   Suite 400                                 (I.R.S. Employer
incorporation or organization)            Arlington, Virginia  22209                      Identification Number)
                               (Address of principal executive offices) (Zip code)

</TABLE>
                                                                     
                                             
                                                                      
        The Mills Corporation 1994 Executive Equity Incentive 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
                (Name and address of agent for service)
                                                                      
                               (703) 526-5000
       (Telephone number, including area code, of agent for service)
                                                                      
       -------------------------------------------------------------

                              With a copy to:
                           J. Warren Gorrell, Jr.
                               Alan L. Dye
                           Hogan & Hartson L.L.P.
                        555 Thirteenth Street, N.W.
                          Washington, D.C.  20004
                                (202) 637-5600
                                                                    
       -------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                       <C>                <C>                         <C>                         <C>
------------------------------------------------------------------------------------------------------------------------
Title of securities       Amount to be        Proposed  maximum          Proposed maximum            Amount of
 to be registered          registered         offering price per share   aggregate offering price    registration fee
------------------------------------------------------------------------------------------------------------------------
Common Stock, par 
value $.01 per share       2,500,000              $27.31(1)                   $68,275,000              $20,689.89
                                                                     
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------

</TABLE>
(1)  Estimated pursuant to Rule 457(h) under the Securities Act of 1933 as of 
     September 12, 1997 solely for the purpose of calculating the registration 
     fee.
                                                                 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>

                                   PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The documents containing the information specified in this Part I
will be sent or given to employees participating in The Mills
Corporation 1994 Executive Equity Incentive Plan (the "Plan"), as
specified by Rule 428(b)(1) of 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 "Company") hereby incorporates by
reference into this Registration Statement the following documents:

         (a)  The Company's Annual Report on Form 10-K for the fiscal year
              ended December 31, 1996, and Form 10-K/A dated April 30, 1997;
         (b)  The Company's current reports on Form 8-K dated March 12, 1997, 
              March 18, 1997 and March 20, 1997;
         (c)  The Company's quarterly reports on Form 10-Q for the periods
              ended March 31, 1997 and June 30, 1997;
         (d)  The description of the Company's common stock contained in
              the Company's Registration Statement on Form 8-A filed with
              the Commission and which became effective on June 14, 1994
              (Reg. No. 1-12994); and
         (e)  All documents filed by the Company subsequent to the filing
              of this Registration Statement pursuant to Section 13(a),
              13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
              as amended (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.

         Any statement contained in a document incorporated or deemed to be 
incorporated by reference shall be deemed to be modified or superseded to the 
extent that a statement contained in any other subsequently filed document 
which also is or is deemed to be incorporated by reference herein modifies or 
supersedes such prior statement.  The documents required to be so modified or 
superseded shall not be deemed to constitute a part of this Registration 
Statement, except as so modified or superseded.     

         To the extent that any proxy statement is incorporated by reference 
herein, such incorporation shall not include any information contained in 
such proxy statement which is not, pursuant to the Commission's rules, deemed 
to be "filed" with the Commission or subject to the liabilities of Section 18 
of the Exchange Act.              

                                  -1-

<PAGE>

Item 4.  Description of Securities.          

         A description of the Company'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.

         (a)  Article VII of the Company's Amended and Restated Certificate 
of Incorporation, entitled "Indemnification," and Section VI of the Company'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 99.3 to this 
Registration Statement and incorporated herein by reference.
                                      
         (c)  The Company has in effect a policy of liability insurance 
covering its directors and officers.
                                      
         (d)  The Company has entered into indemnification agreements with 
certain of its directors and officers, the form of which is set forth as 
Exhibit 4.1 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           The Company's Amended and Restated Certificate
              of Incorporation.
                                  
3.2           First Amendment to the Company's Amended and Restated Certificate
              of Incorporation.

3.3*          Section VI of the Company's Amended and Restated Bylaws.
                                  
4.1*          Form of Indemnification Agreement between the Company and
              its directors and officers.

4.2*          Specimen Form of Certificate of Common Stock of the Company.

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

23.1          Consent of Hogan & Hartson L.L.P. (included as part of
              Exhibit 5.1).
                                  
                                    -2-
<PAGE>

23.2          Consent of Ernst & Young LLP.

24.1          Power of Attorney (included as part of signature page).
                                      
99.1*         The Mills Corporation 1994 Executive Equity Incentive Plan. 

99.2          First Amendment to The Mills Corporation 1994 Executive
              Equity Incentive Plan.
                                  
99.3          Section 145 of the General Corporation Law of the State of
              Delaware, as amended.
_______________________
* Included as an exhibit to the Company's Registration Statement on
Form S-11, File No. 33-71524, and incorporated herein by reference.
                                      
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 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.  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% change in the maximum
                        aggregate offering price set forth in the
                        "Calculation of Registration Fee" table in the
                        effective Registration Statement;
                                      
                   (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 periodic reports filed with or furnished to
         the Commission by the Registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by
         reference in this Registration Statement.
                                      
                                    -3-

<PAGE>
              (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.
                                      
         (b)  The undersigned Registrant hereby undertakes that, for
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 this
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.
                                      
         (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 the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the 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 of 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 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.











                                    -4-


<PAGE>

                                 SIGNATURES
                                      
         Pursuant to the requirements of the Securities Act, the
Company 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 Arlington,
Commonwealth of Virginia, on September 16, 1997.
                                      
                                     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 Company 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, this 
Registration Statement has been signed by the following persons in the 
capacities indicated as of September 16, 1997:
                                      
       SIGNATURE                        TITLE
       ---------                        -----
                                      
                                      
/s/ Laurence C. Siegel         Chairman of the Board and 
----------------------         Chief Executive Officer 
Laurence C. Siegel             (Principal Executive Officer)
                                     
                                     
/s/ Peter B. McMillan          President, Chief Operating Officer
----------------------         and Director
Peter B. McMillan              


                                    -5-


<PAGE>

                                                                
/s/ Kenneth R. Parent                  Senior Vice President and Chief
----------------------------------     Financial Officer (Principal Financial
Kenneth R. Parent                      Officer and Principal Accounting Officer)
                      

                                                                
----------------------------------     Director
Harry H. Nick
                                                                
                                                                
/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/ The Hon. Joseph B. Gildenhorn
----------------------------------     Director
The Hon. Joseph B. Gildenhorn

                                                                
                                                                
----------------------------------     Director
Peter A. Gordon

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

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













                                        -6-


<PAGE>

                              EXHIBIT INDEX

Exhibit
Number                            Description
                                      
                                      
3.1           The Company's Amended and Restated Certificate of Incorporation.
                                  
3.2           First Amendment to the Company's Amended and Restated
              Certificate of Incorporation.

3.3*          Section VI of the Company's Amended and Restated Bylaws.
                                  
4.1*          Form of Indemnification Agreement between the Company and
              its directors and officers.
                                  
4.2*          Specimen Form of Certificate of Common Stock of the Company.
                                  
5.1           Opinion of Hogan & Hartson L.L.P. regarding the legality of
              the securities 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 signature page).
                                      
99.1*         The Mills Corporation 1994 Executive Equity Incentive Plan. 
                                  
99.2          First Amendment to The Mills Corporation 1994 Executive
              Equity Incentive Plan.

99.3          Section 145 of the General Corporation Law of the State of
              Delaware, as amended.
                                      

                                   -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23501}]
{"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": "333-35853", "film-number": "97681983"}, "business-address": {"street1": "3000 K ST NW", "street2": "STE 400", "city": "WASHINGTON", "state": "DC", "zip": "20007", "phone": "2029653600"}, "mail-address": {"street1": "3000 K ST NW", "street2": "SUITE 400", "city": "WASHINGTON", "state": "DC", "zip": "20007"}}
As filed with the Securities and Exchange Commission on September 17, 1997
                                                          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                                      1300 Wilson Boulevard                             52-1802283
(State or other jurisdiction of                   Suite 400                                 (I.R.S. Employer
incorporation or organization)            Arlington, Virginia  22209                      Identification Number)
                               (Address of principal executive offices) (Zip code)
The Mills Corporation 1994 Executive Equity Incentive 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
                (Name and address of agent for service)
                                                                      
                               (703) 526-5000
       (Telephone number, including area code, of agent for service)
                                                                      
       -------------------------------------------------------------

                              With a copy to:
                           J. Warren Gorrell, Jr.
                               Alan L. Dye
                           Hogan & Hartson L.L.P.
                        555 Thirteenth Street, N.W.
                          Washington, D.C.  20004
                                (202) 637-5600
                                                                    
       -------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
Title of securities       Amount to be        Proposed  maximum          Proposed maximum            Amount of
 to be registered          registered         offering price per share   aggregate offering price    registration fee
------------------------------------------------------------------------------------------------------------------------
Common Stock, par 
value $.01 per share       2,500,000              $27.31(1)                   $68,275,000              $20,689.89
                                                                     
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
(1)  Estimated pursuant to Rule 457(h) under the Securities Act of 1933 as of 
     September 12, 1997 solely for the purpose of calculating the registration 
     fee.
                                                                 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The documents containing the information specified in this Part I
will be sent or given to employees participating in The Mills
Corporation 1994 Executive Equity Incentive Plan (the "Plan"), as
specified by Rule 428(b)(1) of 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 "Company") hereby incorporates by
reference into this Registration Statement the following documents:

         (a)  The Company's Annual Report on Form 10-K for the fiscal year
              ended December 31, 1996, and Form 10-K/A dated April 30, 1997;
         (b)  The Company's current reports on Form 8-K dated March 12, 1997, 
              March 18, 1997 and March 20, 1997;
         (c)  The Company's quarterly reports on Form 10-Q for the periods
              ended March 31, 1997 and June 30, 1997;
         (d)  The description of the Company's common stock contained in
              the Company's Registration Statement on Form 8-A filed with
              the Commission and which became effective on June 14, 1994
              (Reg. No. 1-12994); and
         (e)  All documents filed by the Company subsequent to the filing
              of this Registration Statement pursuant to Section 13(a),
              13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
              as amended (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.

         Any statement contained in a document incorporated or deemed to be 
incorporated by reference shall be deemed to be modified or superseded to the 
extent that a statement contained in any other subsequently filed document 
which also is or is deemed to be incorporated by reference herein modifies or 
supersedes such prior statement.  The documents required to be so modified or 
superseded shall not be deemed to constitute a part of this Registration 
Statement, except as so modified or superseded.     

         To the extent that any proxy statement is incorporated by reference 
herein, such incorporation shall not include any information contained in 
such proxy statement which is not, pursuant to the Commission's rules, deemed 
to be "filed" with the Commission or subject to the liabilities of Section 18 
of the Exchange Act.              

                                  -1-
Item 4.  Description of Securities.          

         A description of the Company'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.

         (a)  Article VII of the Company's Amended and Restated Certificate 
of Incorporation, entitled "Indemnification," and Section VI of the Company'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 99.3 to this 
Registration Statement and incorporated herein by reference.
                                      
         (c)  The Company has in effect a policy of liability insurance 
covering its directors and officers.
                                      
         (d)  The Company has entered into indemnification agreements with 
certain of its directors and officers, the form of which is set forth as 
Exhibit 4.1 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           The Company's Amended and Restated Certificate
              of Incorporation.
                                  
3.2           First Amendment to the Company's Amended and Restated Certificate
              of Incorporation.

3.3*          Section VI of the Company's Amended and Restated Bylaws.
                                  
4.1*          Form of Indemnification Agreement between the Company and
              its directors and officers.

4.2*          Specimen Form of Certificate of Common Stock of the Company.

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

23.1          Consent of Hogan & Hartson L.L.P. (included as part of
              Exhibit 5.1).
                                  
                                    -2-
23.2          Consent of Ernst & Young LLP.

24.1          Power of Attorney (included as part of signature page).
                                      
99.1*         The Mills Corporation 1994 Executive Equity Incentive Plan. 

99.2          First Amendment to The Mills Corporation 1994 Executive
              Equity Incentive Plan.
                                  
99.3          Section 145 of the General Corporation Law of the State of
              Delaware, as amended.
_______________________
* Included as an exhibit to the Company's Registration Statement on
Form S-11, File No. 33-71524, and incorporated herein by reference.
                                      
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 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.  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% change in the maximum
                        aggregate offering price set forth in the
                        "Calculation of Registration Fee" table in the
                        effective Registration Statement;
                                      
                   (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 periodic reports filed with or furnished to
         the Commission by the Registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by
         reference in this Registration Statement.
                                      
                                    -3-
(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.
                                      
         (b)  The undersigned Registrant hereby undertakes that, for
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 this
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.
                                      
         (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 the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the 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 of 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 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.

                                    -4-
SIGNATURES
                                      
         Pursuant to the requirements of the Securities Act, the
Company 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 Arlington,
Commonwealth of Virginia, on September 16, 1997.
                                      
                                     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 Company 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, this 
Registration Statement has been signed by the following persons in the 
capacities indicated as of September 16, 1997:
                                      
       SIGNATURE                        TITLE
       ---------                        -----
                                      
                                      
/s/ Laurence C. Siegel         Chairman of the Board and 
----------------------         Chief Executive Officer 
Laurence C. Siegel             (Principal Executive Officer)
                                     
                                     
/s/ Peter B. McMillan          President, Chief Operating Officer
----------------------         and Director
Peter B. McMillan              

                                    -5-
/s/ Kenneth R. Parent                  Senior Vice President and Chief
----------------------------------     Financial Officer (Principal Financial
Kenneth R. Parent                      Officer and Principal Accounting Officer)
                      

                                                                
----------------------------------     Director
Harry H. Nick
                                                                
                                                                
/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/ The Hon. Joseph B. Gildenhorn
----------------------------------     Director
The Hon. Joseph B. Gildenhorn

                                                                
                                                                
----------------------------------     Director
Peter A. Gordon

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

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

                                        -6-
EXHIBIT INDEX

Exhibit
Number                            Description
                                      
                                      
3.1           The Company's Amended and Restated Certificate of Incorporation.
                                  
3.2           First Amendment to the Company's Amended and Restated
              Certificate of Incorporation.

3.3*          Section VI of the Company's Amended and Restated Bylaws.
                                  
4.1*          Form of Indemnification Agreement between the Company and
              its directors and officers.
                                  
4.2*          Specimen Form of Certificate of Common Stock of the Company.
                                  
5.1           Opinion of Hogan & Hartson L.L.P. regarding the legality of
              the securities 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 signature page).
                                      
99.1*         The Mills Corporation 1994 Executive Equity Incentive Plan. 
                                  
99.2          First Amendment to The Mills Corporation 1994 Executive
              Equity Incentive Plan.

99.3          Section 145 of the General Corporation Law of the State of
              Delaware, as amended.
                                      

                                   -7-