SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549

SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT UNDER
 SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 19)

TAUBMAN CENTERS, INC.
 (Name of Subject Company)
TAUBMAN CENTERS, INC.
 (Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
 (Title of Class of Securities)
876664103
(CUSIP Number of Class of Securities)

LISA A. PAYNE
TAUBMAN CENTERS, INC.
200 EAST LONG LAKE ROAD
SUITE 300, P.O. BOX 200
BLOOMFIELD HILLS, MICHIGAN 48303
 (248) 258-6800
(Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Person(s) Filing Statement)

                                  WITH COPIES TO:

       CYRIL MOSCOW               JEFFREY H. MIRO           ADAM O. EMMERICH
HONIGMAN MILLER SCHWARTZ AND      KENNETH H. GOLD           TREVOR S. NORWITZ
         COHN, LLP             MIRO, WEINER & KRAMER         ROBIN PANOVKA
2290 FIRST NATIONAL BUILDING   38500 WOODWARD AVENUE,   WACHTELL, LIPTON, ROSEN
    660 WOODWARD AVENUE              SUITE 100                  & KATZ
DETROIT, MICHIGAN 48226-3583     BLOOMFIELD HILLS,         51 WEST 52ND STREET
      (313) 465-7000               MICHIGAN 48303       NEW YORK, NEW YORK 10019
                                  (248) 646-2400            (212) 403-1000	

[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

This Amendment No. 19 amends and supplements the Solicitation/ Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the "Commission") on December 11, 2002 (as subsequently amended, the "Schedule 14D-9"), by Taubman Centers, Inc., a Michigan corporation (the "Company" or "Taubman Centers") relating to the tender offer made by Simon Property Acquisitions, Inc. ("Offeror"), a wholly owned subsidiary of Simon Property Group, Inc. ("Simon") and Westfield America, Inc. ("Westfield"), as set forth in a Tender Offer Statement filed by Simon on Schedule TO, dated December 5, 2002 (the "Schedule TO") and a Supplement to the Offer to Purchase, dated January 15, 2003 filed by Simon on Schedule TO-T/A (Amendment No. 6) (the "Supplement"), to pay $20.00 net to the seller in cash, without interest thereon, for each Common Share, upon the terms and subject to the conditions set forth in the Schedule TO and the Supplement. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 14D-9.
ITEM 9. EXHIBITS.
Item 9 is hereby amended and supplemented by adding thereto the following:

EXHIBIT NO.                    DESCRIPTION
___________                    ___________

(a)(50)                        Notice to Participants of the Taubman Company and
                               Related Entities Employee Retirement Savings Plan

(a)(51)                        Notice to Participants of the Taubman Company and
                               Related Entities Employee Retirement Savings Plan	

SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 26, 2003                Taubman Centers, Inc.

                                         By:  /s/ Robert S. Taubman
                                            ------------------------------------
                                            Robert S. Taubman
                                            Chairman of the Board, President and
                                            Chief Executive Officer	

                                  EXHIBIT INDEX

EXHIBIT NO.                    DESCRIPTION
___________                    ___________

(a)(50)                        Notice to Participants of the Taubman Company and
                               Related Entities Employee Retirement Savings Plan

(a)(51)                        Notice to Participants of the Taubman Company and
                               Related Entities Employee Retirement Savings Plan	

[Vanguard Fiduciary Trust Company Logo]
NOTICE TO PARTICIPANTS OF
THE TAUBMAN COMPANY AND RELATED ENTITIES EMPLOYEE
RETIREMENT SAVINGS PLAN
February 26, 2003
Dear Retirement Plan Participant:
EXTENDED TENDER OFFER
On February 17, 2003, Simon Property Acquisitions, Inc. and Westfield America, Inc. extended the offer to purchase all outstanding shares of common stock of Taubman Centers, Inc. for cash at the offer price of $20.00 per share. Due to the extension, the Plan Deadline for providing Vanguard your tender instructions is now 12:00 noon EST on Tuesday, March 25, 2003. In the event the offer's expiration date (which is currently set for 12:00 midnight EST on March 28, 2003) is extended, the Plan Deadline will automatically be extended to three business days prior to the new expiration date.
A NOTE ABOUT THE TAUBMAN STOCK FUND
Enclosed is an updated notice regarding the blackout period for the Taubman stock fund under The Taubman Company and Related Entities Employee Retirement Savings Plan. If you have any questions regarding the enclosed notice, you may contact Vanguard(R) Participant Services at 1-800-523-1188, Monday through Friday from 8:30 a.m. to 9:00 p.m. EST.
PLEASE PROVIDE YOUR INSTRUCTIONS TO VANGUARD
To provide tender instructions to Vanguard you should complete and return the Tender Offer Instruction Form that you previously received. If you already provided tender instructions to Vanguard for the offer, those instructions will apply to the extended offer. If you want to change earlier instructions you provided to Vanguard, you may obtain a new Tender Offer Instruction Form by calling Vanguard(R) Participant Services at 1-800-523-1188. New tender instructions must be received by 12:00 noon EST, on Tuesday, March 25, 2003. You may fax your tender instructions to Vanguard's attention weekdays between 9:00 a.m. and 5:00 p.m. EST at 1-877-226-7171.
Sincerely,
Vanguard Fiduciary Trust Company

IMPORTANT NOTICE CONCERNING YOUR RIGHTS UNDER
THE TAUBMAN COMPANY AND RELATED ENTITIES
EMPLOYEE RETIREMENT SAVINGS PLAN

                                                               February 26, 2003

To:      All Participants

From:    The Administrative Committee of the Taubman Company
         and Related Entities Employee Retirement Savings Plan	

1. You have previously received mailings from Vanguard about the pending tender offer made by Simon Property Acquisitions, Inc. and Westfield America, Inc. (the "Offer"), and how you may give Vanguard instructions on whether or not to tender the Taubman Centers, Inc. common stock (the "Taubman stock") held in your account under the Taubman Company and Related Entities Employee Retirement Savings Plan (the "Plan"). This notice provides you with details regarding the freeze of the Taubman stock fund under the Plan that will be necessary in order for Vanguard to process and implement participants' tender instructions in response to the Offer.
2. As a result of the need to process participant instructions about the Offer, you will be temporarily unable to (1) make exchanges into or out of the Taubman stock fund under the Plan, (2) take distributions of money invested in the Taubman stock fund, and (3) take loans of money invested in the Taubman stock fund. This period, during which you will be unable to exercise these rights otherwise available under the Plan, is called a "blackout period." Whether or not you are planning retirement in the near future, we encourage you to carefully consider how this blackout period may affect your retirement planning, as well as your overall financial plan.
3. The blackout period for the Plan is expected to begin at 4:00 p.m. EST on Tuesday, March 25, 2003, and end during the week of March 31, 2003. These times may change if the Offer, which is currently scheduled to expire on March 28, 2003, is extended. The blackout period will also be lifted promptly if the Offer is cancelled. You can confirm the status of the blackout period by speaking with a Vanguard Participant Services associate between 8:30 a.m. and 9:00 p.m. EST at 1-800-523-1188.
4. During the blackout period, you will be unable to make exchanges into or out of the Taubman stock fund, so you will not be able to direct or diversify any Taubman stock in which your plan account may be invested. For this reason, it is very important that you review and consider the appropriateness of your current investments in light of your inability to direct or diversify the portion of your account that is invested in Taubman stock during the blackout period. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income and investments. You should be aware that there is a risk to holding substantial portions of your assets in the securities of any one company (e.g., the Taubman stock fund), as individual securities tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds. Stocks that have wide price swings might have a large loss

during the blackout period, and you would not be able to direct the sale of such stocks from your account during the blackout period.
5. Federal law generally requires that you be furnished notice of a blackout period at least 30 days in advance of the last date on which you could exercise your affected rights immediately before the commencement of any blackout period in order to provide you with sufficient time to consider the effect of the blackout period on your retirement and financial plans. There are a few exceptions that permit the notice to be provided as soon as possible. Accordingly, we are furnishing you this notice as promptly as possible after becoming aware that the blackout period would occur.
6. If you have any questions concerning this notice, you may contact Vanguard Participant Services at 1-800-523-1188.