As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/31/05  Mills Limited Partnership         10-K       12/31/04   14:8.3M                                   Merrill Corp-MD/FA
          Mills Corp

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   3.34M 
 2: EX-10.47    Material Contract                                   HTML    121K 
 3: EX-10.49    Material Contract                                   HTML   1.35M 
 4: EX-10.50    Material Contract                                   HTML     38K 
 5: EX-12.1     Statement re: Computation of Ratios                 HTML     49K 
 6: EX-12.2     Statement re: Computation of Ratios                 HTML     50K 
 7: EX-21       Subsidiaries of the Registrant                      HTML    159K 
 8: EX-23       Consent of Experts or Counsel                       HTML     10K 
 9: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)  HTML     14K 
10: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)  HTML     14K 
11: EX-31.3     Certification per Sarbanes-Oxley Act (Section 302)  HTML     15K 
12: EX-31.4     Certification per Sarbanes-Oxley Act (Section 302)  HTML     14K 
13: EX-32.1     Certification per Sarbanes-Oxley Act (Section 906)  HTML     11K 
14: EX-32.2     Certification per Sarbanes-Oxley Act (Section 906)  HTML     12K 

EXHIBIT 31.2

 

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act

 

I, Mary Jane Morrow, certify that:

 

1.             I have reviewed this annual report on Form 10-K of The Mills Corporation;

 

2.                                       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.                                       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.                                       The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)                                  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)                                 Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)                                  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)                                 Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.                                       The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)                                  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)                                 Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 31, 2005

 

 

	/s/ Mary Jane Morrow
	Mary Jane Morrow Chief Financial Officer