<PAGE> 1
PROSPECTUS SUPPLEMENT DATED JULY 7, 1999
(to Prospectus dated July 10, 1997)
772,936 SHARES
GENERAL GROWTH PROPERTIES, INC.
COMMON STOCK
The table on pages 3-4 of this Prospectus under the heading "Selling
Stockholders" is amended to (i) delete all references to Morgenstern,
Rounick-Weiner Associates and to replace such references with the information
contained in the table below, and (ii) identify additional selling stockholders,
listed in the table below, who or which received Units which may be exchanged
for Shares covered by this Prospectus from Morgenstern, Rounick-Weiner
Associates. Information as of July 10, 1997 about other selling stockholders is
found on pages 3-4 of this Prospectus under the heading "Selling Stockholders"
and is not being amended by this Prospectus Supplement.
<TABLE>
<CAPTION>
Beneficial Shares Beneficial
Ownership to be Ownership
Selling Stockholders Prior to Offering Offered(1) After Offering(1)
- -------------------- ----------------- ---------- -----------------
<S> <C> <C> <C>
Warren Weiner and 15,856 15,856 -
Penny Weiner, husband
and wife, as tenants-by-
the-entirety
Joint Revocable Trust of 15,856 15,856 -
Marvin Rounick and Judy
Rounick
Arthur Bruce Associates 31,711 31,711 -
</TABLE>
(1) The Company does not know the exact number of Shares that any Selling
Stockholder will sell, if any. None of the Selling Stockholders currently
own 1% or more of the outstanding Common Stock.
