This paper explores opportunities for the redevelopment of failing regional shopping malls as Transit-Oriented Developments (TODs) to improve transit ridership, focusing on Southern California. In effect, the study suggests an alternative to the typical sequence of first providing transit infrastructure and then changing land uses and densities to develop a TOD around new transit stations. Instead, the study suggests that failing shopping malls can provide the footprint for their redevelopment as TODs that could then be linked to transit lines. The study focuses on several major topics and reviews recent literature on the following steps in the argument for this policy: 1. The rationale for redeveloping declining malls as TODs, the supporting federal and California policies for TODs, and evidence for how different characteristics of TODs and their combination can reduce vehicle miles traveled, air pollution, and greenhouse gas emissions; 2. The issues that hinder the development of TODs around transit stations, e.g., difficulties in up-zoning, land assembly; loss of existing affordable housing; 3. Changes in retail, focusing on factors affecting the closing of shopping malls, e.g., the effect of Internet shopping on shopping malls, and the increasing failure of shopping malls; and 4. The potential and rationale for the redevelopment of failing regional malls into TODs. In conclusion, the paper identifies follow-up studies to test the viability of the approach, including: a. identifying failing malls in specific metropolitan regions; b. analyses of potential sites as transit markets—including studies of the density of the development around failing malls, population characteristics, current level of transit service, etc.; c. studying the feasibility of providing different types of transit stations adjacent to the identified redevelopment sites; d. the development of a model (s) of how such malls could be redeveloped, including the steps to achieve TOD objectives, and, especially, modeling the types of housing, the number of housing units, as well as different mixes of affordable and market rate housing that such TODs could contain at different height and bulk standards, alternative retail and housing mixes, as well as different parking restrictions; and iii e. proto-types of public-private partnerships (Friedman 2016) that could be used in the redevelopment process, for example, in the case of California, examining the feasibility of raising revenue with California’s scaled back tax increment financing, and potential rezoning and affordable housing scenarios. Such studies would also require an understanding of different lender-owner arrangements in the failing malls, and the feasibility of redevelopment and public private partnerships under different shopping mall lender-owner arrangements.