California, like most of the country, was facing a transformation in retail before the COVID-19 epidemic. Increasing Internet shopping have ushered the closing of anchor stores, such as Macy's, Sears, as well as the closure of many regional shopping malls, which have sizable footprints, ranging from 40-100+ acres. The epidemic has accelerated these trends. This offers opportunities for the redevelopment of failing malls to address pressing needs in California, the need for housing, and for efficient transit provision for such redevelopments. This research is focused on how mall conversions can be planned and implemented in a sustainable way. The research uses a national commercial database, and available literature, to first identify a set of distressed shopping malls (10) in the four largest metropolitan areas in the state as potential sites for redevelopment, some with current plans for redevelopment and others without such plans. It then develops profiles of the 10 malls that include: size, land uses permitted, history; relevant characteristics of the city (e.g., percentage of owner-occupied housing; median income, affordable housing needs), as well as brief descriptions of the mall owner, transit access, and environmental vulnerabilities. From a review of the relevant literature on sustainable redevelopment, and taking into account the California context, the project developed sustainability criteria for assessing shopping mall redevelopment plans in the state, and applied the criteria to four cases with active redevelopment plans. A major finding is the potential that mall redevelopment plans have to meet the major social sustainability criterion—the construction of affordable housing. Comparing the affordable housing target for the city to the number of housing units planned, the study estimates the percentage of the city’s affordable housing target the city can reach with different mixes of affordable vs. market-rate housing units in the project.