UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
 Amendment No. 1

 	X	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003.	

OR

 		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
 	
For the transition period from ___________________ to _________________
Commission File Number 1-11530	

TAUBMAN CENTERS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Michigan	38-2033632	
(State or other jurisdiction of	(I.R.S. Employer	
incorporation or organization)	Identification No.)	
		
200 East Long Lake Road		
Suite 300, P.O. Box 200		
Bloomfield Hills, Michigan	48303-0200	
(Address of principal executive office)	(Zip Code)	
		
Registrant's telephone number, including area code:	(248) 258-6800	

Securities registered pursuant to Section 12(b) of the Act:

	Name of each exchange	
Title of each class	on which registered	
Common Stock,	New York Stock Exchange	
$0.01 Par Value		
		
8.3% Series A Cumulative	New York Stock Exchange	
Redeemable Preferred Stock,		
$0.01 Par Value		
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such report(s)) and (2) has been subject to such filing requirements for the past 90 days.
     Yes X    No

X	Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.	

 	Indicate by a check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

     Yes X   No	

As of June 30, 2003, the aggregate market value of the 48,629,092 shares of Common Stock held by non-affiliates of the registrant was $931,733,404, based upon the closing price of $19.16 on the New York Stock Exchange composite tape on such date. (For this computation, the registrant has excluded the market value of all shares of its Common Stock reported as beneficially owned by executive officers and directors of the registrant and certain other shareholders; such exclusion shall not be deemed to constitute an admission that any such person is an "affiliate" of the registrant.) As of March 15, 2004, there were outstanding 50,456,343 shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the annual shareholders meeting to be held in 2004 are incorporated by reference into Parts II and III.

Explanatory Note
        This Amendment No. 1 to the Annual Report on Form 10-K of Taubman Centers, Inc. (the “Form 10-K”) for the fiscal year ended December 31, 2003 is being filed solely to correct the cover page of the original Form 10-K filed with the Securities and Exchange Commission on March 9, 2004. The remainder of the Form 10-K is unchanged and is not reproduced in this Amendment No. 1.
 
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

 	(a)   List of documents that are filed as part of this report:	

 	1.   Exhibits:	

 	 	 	31(a)	Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.	

 	 	 	31(b)	Certificate of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.	

 
SIGNATURES
         Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this Amendment No. 1 to the report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 16, 2004	TAUBMAN CENTERS, INC.	
 	 	
 	By: /s/ Robert S. Taubman	
 		
 	Robert S. Taubman	
 	Chairman of the Board, President,	
 	and Chief Executive Officer	

EXHIBIT INDEX
Exhibit Number

 	31(a)	Certification of Chief Executive Officer pursuant to 15 U.S.C. Section 10A, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	

 	31(b)	Certification of Chief Financial Officer pursuant to 15 U.S.C. Section 10A, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	
  
Exhibit 31 (a)
CERTIFICATION
I, Robert S. Taubman, certify that:

1.	I have reviewed this annual report on Form 10-K, as amended, of Taubman Centers, Inc.;	

2.	Based on my knowledge, this annual 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(s) 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)) 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)	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	

 	c)	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(s) 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 16, 2004	/s/ Robert S. Taubman		
			
	Robert S. Taubman		
	Chariman of the Board of Directors, President, and Chief Executive Officer		
  
Exhibit 31 (b)
CERTIFICATION
I, Lisa A. Payne, certify that:

1.	I have reviewed this annual report on Form 10-K, as amended, of Taubman Centers, Inc.;	

2.	Based on my knowledge, this annual 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(s) 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)) 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)	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	

 	c)	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(s) 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 16, 2004	/s/ Lisa A. Payne		
			
	Lisa A. Payne		
	Executive Vice President, Chief Financial and Administrative Officer