THE MACERICH COMPANY
                DEFERRED COMPENSATION PLAN
        1998 COMPENSATION DEFERRAL, INVESTMENT AND
                   DISTRIBUTION ELECTION

INSTRUCTIONS/PURPOSE:  This form is for Eligible Employees of
Macerich Company and its subsidiaries and successors (the
"Company") to enroll in The Macerich Company Deferred 
Compensation Plan (the "Plan") for calendar year 1998,
and/or to make or change their investment elections for existing
account balances and future deferrals.  To make deferral 
elections, complete Parts A and B.  To make investment 
elections, complete Parts A and C.  To make distribution elections, 
complete Parts A and D.  Employees should designate their 
beneficiary(ies) on a separate Beneficiary Designation Form. 

A.    EMPLOYEE INFORMATION

___________________________          _____-_____-_____
Name                                 Social Security Number

B.    DEFERRAL ELECTIONS 

     1.   Election to Defer Salary

          I elect to defer ___% (any percentage up to 50%) of my 
annual salary earned during the 1998 calendar year, commencing 
with the first pay period beginning in 1998 and ending with the 
last pay period beginning in 1998.  I understand that I may not 
revoke this election for the 1998 Plan Year and that, in order 
to defer any salary for the 1999 Plan Year (beginning on January 1, 
1999), I must submit a separate election form on or before 
December 24, 1998. 

     2.   Election to Defer Bonus

          I elect to defer __% (any percentage up to 50%) of my 
bonus (if any) paid during the 1998 Plan Year (reduced by the 
amount I could have deferred under any Macerich 401(k) plan).  
I understand that I may not revoke this election for the 1998 
Plan Year and that, in order to defer any of my bonus for the 
1999 Plan Year (beginning on January 1, 1999), I must submit a 
separate election form on or before December 24, 1998.  

C.   INVESTMENT ELECTION (existing account balances and future
     deferrals)

          I hereby elect to have my existing account balances 
and future deferrals deemed to be invested in the following 
Northwestern Mutual Life funds or portfolios, according to 
the percentages listed below, for purposes of determining the 
amount of earnings and losses to be credited to my account.  
Any deferrals for which no fund or portfolio is elected will 
be deemed to be invested in the Money Market Portfolio.  This 
investment election must be submitted to the Committee by the 
25th of a calendar month to be effective at the end of that month.
Elections submitted after the 25th will be effective at the end 
of the following month. Investment elections must total 100%.  
No more than five of the funds may be selected.

     Type of Fund                Percentage of Total Deferral

     Guaranteed Interest Fund           __________%
     Money Market Portfolio             __________%
     Select Bond Portfolio              __________%
     High Yield Bond Portfolio          __________%
     Balanced Portfolio                 __________%
     Index 500 Stock Portfolio          __________%
     Growth & Income Stock Portfolio    __________%
     Growth Stock Portfolio             __________%
     International Equity Portfolio     __________%
     Aggressive Growth Stock Portfolio  __________%
     
                                        Total 100 %


D.   TIMING AND FORM OF PAYMENT

          I hereby specify that payment of my deferred 
compensation under this election be made or begin as indicated 
below.

          THIS SUPERSEDES ALL PRIOR ELECTIONS.


% of Total     Payment Made or Payments Begin
   %           Payable promptly following my termination of 
               employment (for any reason including death,
               retirement or voluntary resignation)
   %           A cash lump sum payable promptly upon the later
               of my termination of employment for any
               reason or ____________________ [fill in date]
   %            ________________ [any number up to 120] monthly 
                installments beginning on the first day of the
                month following the later of my termination of 
                employment for any reason or _________________ 
                [fill in date]
   %            On ______________________ date 
                (must not be any sooner than 1/1/99)
   %            On ______________________ date (must 
                not be any sooner than 1/1/99) 
   %            On ______________________ date (must 
                not be any sooner than 1/1/99)
   %            On ______________________ date (must
                not be any sooner than 1/1/99)
100%            Total (must equal 100%)

ACKNOWLEDGMENT

           I acknowledge that I have read and am familiar with 
the terms of the Plan, and that I have elected to defer 
Compensation subject to all conditions and restrictions set 
forth in the Plan.  I understand that (1) I may not withdraw 
or take loans against any amounts I elect to defer (with the 
exception of a hardship distribution permitted by the Committee); 
(2) I may not retroactively change my decision to participate 
in the Plan for calendar year 1998; (3) all amounts credited 
to my accounts under the Plan will be paid to me (or my 
beneficiary) following my termination of employment with the 
Company, unless I file a timely Optional Distribution Election; 
(4) I assume all risk, and the Company is not responsible, for 
the investment performance of the Funds I have selected; (5) 
my accounts shall merely be bookkeeping entries on the 
Company's books, and I shall not obtain any interest in any 
Funds selected by the Committee; and (6) my right to receive 
benefits under the Plan is not secured in any way.  Also, 
I understand the investment elections made on this form will 
remain in effect until I make a change.



____________________     __________________________
Date                     Participant's Signature



     TO DEFER COMPENSATION FOR 1998, A PARTICIPANT MUST FILE
     THIS FORM WITH THE PLAN'S ADMINISTRATIVE COMMITTEE BY
     DECEMBER 31, 1997.