<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1998


                         Commission file number 1-11656

                         GENERAL GROWTH PROPERTIES, INC.
                         -------------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                                            42-1283895
        --------                                            ----------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification Number)

                      110 N. Wacker Dr., Chicago, IL 60606
                      ------------------------------------
               (Address of principal executive offices, Zip Code)

                                 (312) 960-5000
                                 --------------
              (Registrant's telephone number, including area code)

                       55 W. Monroe St., Chicago, IL 60603
                       -----------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                    report)

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 period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

         YES   X                                 NO
              ---                                    ---     

The number of shares of Common Stock, $.10 par value, outstanding on May 14,
1998 was 35,896,572 .


<PAGE>   2
                         GENERAL GROWTH PROPERTIES, INC.

                                      INDEX

<TABLE>
<CAPTION>
PART I   FINANCIAL INFORMATION                                                     PAGE
                                                                                  NUMBER
         <S>                                                                        <C>
          Item 1:  Financial Statements
          Consolidated Balance Sheets
          as of March 31, 1998 and December 31, 1997 .............................  3
          Consolidated Statements of Operations for the three months 
          ended March 31, 1998 and 1997.
                                                                                    4
          Consolidated Statements of Cash Flows
          for the three months ended March 31, 1998 and 1997......................  5
          Notes to Consolidated Financial Statements..............................  6
          Item 2:  Management's Discussion and Analysis of
                   Financial Condition and Results of Operations.................. 14
          Liquidity and Capital Resources of the Company.......................... 18
          Item 3:  Quantitative and Qualitative Disclosures about Market Risk..... 20
PART II   OTHER INFORMATION
          Item 6:  Exhibits and Reports on Form 8-K............................... 20
          SIGNATURE............................................................... 20
</TABLE>


                                    2 of 20
<PAGE>   3
PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                         GENERAL GROWTH PROPERTIES, INC.
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 1998 AND DECEMBER 31, 1997
                                   (UNAUDITED)
              (Dollars in thousands, except for per share amounts)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                           MARCH 31,        DECEMBER 31,
                                                                            1998               1997
                                                                          ----------        -----------
<S>                                                                      <C>              <C>
Investment in real estate:
      Land                                                                $   200,906      $   194,131
      Buildings and equipment                                               1,615,222        1,601,351
      Less accumulated depreciation                                          (245,776)        (233,295)
      Developments in progress                                                 87,710           68,003
                                                                          -----------      -----------
           Net property and equipment                                       1,658,062        1,630,190
      Investment in GGP/Homart                                                198,620          203,142
      Investment in Property Joint Ventures                                    91,151           90,624
                                                                          -----------      -----------
           Net investment in real estate                                    1,947,833        1,923,956
Cash and cash equivalents                                                       6,436           25,898
Tenant accounts receivable, net                                                35,332           34,849
Deferred expenses, net                                                         45,734           42,343
Investment in and note receivable from General Growth
      Management, Inc.                                                         67,439           61,588
Mortgage note receivable                                                       49,948               --
Prepaid expenses and other assets                                               9,638            9,085
                                                                          -----------      -----------
                                                                          $ 2,162,360      $ 2,097,719
                                                                          ===========      ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

Mortgage notes and other debt payable                                     $ 1,349,009      $ 1,275,785
Distributions payable                                                          25,620           24,421
Accounts payable and accrued expenses                                          40,514           36,540
                                                                          -----------      -----------
                                                                            1,415,143        1,336,746
                                                                          -----------      -----------
Minority interest in Operating Partnership                                    256,052          262,468
                                                                          -----------      -----------
Commitments and contingencies
Stockholders' equity:
      Preferred stock, $100 par value; 5,000,000 shares authorized;
           none issued
      Common stock; $.10 par value; 210,000,000 shares authorized;
           35,769,454 shares issued (35,736,572 and 35,634,977
              outstanding as of March 31, 1998 and December 31, 1997,
                 respectively)                                                  3,577            3,577
      Additional paid-in capital                                              738,960          738,630
      Retained earnings (deficit)                                            (250,218)        (239,139)
      Treasury stock, at cost; 32,882 and 134,477 shares held at
           March 31, 1998 and December 31, 1997, respectively                  (1,154)          (4,563)
                                                                          -----------      -----------
           Total stockholders' equity                                         491,165          498,505
                                                                          -----------      -----------
                                                                          $ 2,162,360      $ 2,097,719
                                                                          ===========      ===========
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                    3 of 20
<PAGE>   4
                         GENERAL GROWTH PROPERTIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                   (UNAUDITED)
                (Dollars in thousands, except per share amounts)


<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                                 March 31,
                                                             1998         1997
                                                           --------      --------
<S>                                                        <C>          <C>
Revenues:
     Minimum rents                                         $ 50,507      $ 39,175
     Tenant recoveries                                       25,591        21,622
     Percentage rents                                         2,433         2,073
     Other                                                      930         1,593
     Fee income                                                 986           865
                                                           --------      --------
        Total revenues                                       80,447        65,328
                                                           --------      --------
Expenses:
     Real estate taxes                                        5,784         4,804
     Management fees to affiliate                               875           750
     Property operating                                      22,109        16,731
     Provision for doubtful accounts                            608           632
     General and administrative                               1,146           840
     Depreciation and amortization                           13,967        11,162
                                                           --------      --------
        Total expenses                                       44,489        34,919
                                                           --------      --------
        Operating income                                     35,958        30,409

Interest expense, net                                       (17,883)      (15,439)
Equity in net income/(loss) of unconsolidated
affiliates:
        GGP/Homart                                            1,735         1,824
        Property Joint Ventures                               1,041           327
        General Growth Management, Inc.                      (7,969)         (273)
Net gain on sales                                                --        58,647
                                                           --------      --------
Income before extraordinary item and
     allocation to minority interest                         12,882        75,495
Income allocated to minority interest                        (4,427)      (27,542)
                                                           --------      --------
Income before extraordinary item                              8,455        47,953
Extraordinary item (a)                                           --          (377)
                                                           --------      --------
        Net income                                         $  8,455      $ 47,576
                                                           ========      ========

Earnings before extraordinary item per share - basic       $   0.24      $   1.56
                                                           ========      ========
Earnings before extraordinary item per share - diluted     $   0.24      $   1.55
                                                           ========      ========

Net earnings per share - basic                             $   0.24      $   1.55
                                                           ========      ========
Net earnings per share - diluted                           $   0.24      $   1.54
                                                           ========      ========
Distributions declared per share                           $   0.47      $   0.45
                                                           ========      ========
Weighted average common shares outstanding -
     basic (in thousands)                                    35,689        30,789
                                                           ========      ========
Weighted average common shares outstanding -
     diluted (in thousands)                                  35,936        30,835
                                                           ========      ========
     (a) Charges related to early retirement of debt 
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                    4 of 20
<PAGE>   5
                         GENERAL GROWTH PROPERTIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                   (UNAUDITED)
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                             Three Months Ended
                                                                                                 March 31,
                                                                                             1998         1997
                                                                                         -----------  ------------
<S>                                                                                      <C>            <C>
Cash flows from operating activities:
  Net income                                                                              $   8,455      $  47,576
  Adjustments to reconcile net income to net cash provided by operating activities:
   Minority interest                                                                          4,427         27,542
   Net gain on sales                                                                             --        (58,647)
   Extraordinary items - charges related to early retirement of debt                             --            377
   Equity in net income of unconsolidated affiliates                                          5,193         (1,878)
   Provision for doubtful accounts                                                              608            632
   Depreciation                                                                              12,481         10,200
   Amortization                                                                               1,486            962
  Net changes in:
   Tenant accounts receivable                                                                (1,091)        (3,666)
   Prepaid expenses and other assets                                                           (590)         1,249
   Accounts payable and accrued expenses                                                      4,010          1,516
                                                                                          ---------      ---------
      Net cash provided by operating activities                                              34,979         25,863
                                                                                          ---------      ---------

Cash flows from investing activities:
  Acquisition/development of real estate and improvements and additions to properties       (40,353)       (88,154)
  Increase in investments in Property Joint Ventures                                         (2,609)        (5,734)
  Increase in mortgage notes receivable, net                                                (49,948)            --
  Change in notes receivable from General Growth Management, Inc.                           (13,820)        (9,641)
  Proceeds received from sale of CenterMark stock                                                --        130,500
  Distributions received from GGP/Homart                                                      6,257          6,077
  Distributions received from Property Joint Ventures                                         3,122             --
  Increase in deferred expenses                                                              (2,616)        (1,725)
                                                                                          ---------      ---------
      Net cash provided by (used in) investing activities                                   (99,967)        31,323
                                                                                          ---------      ---------

Cash flows from financing activities:
  Cash distributions paid to common stockholders                                            (16,029)       (13,239)
  Cash distributions paid to minority interest                                               (8,392)        (7,505)
  Proceeds of common stock issuance                                                              --             (3)
  Proceeds from issuance of mortgage and other notes payable                                 83,000         85,000
  Principal payments on mortgage notes and other debt payable                                (9,775)      (123,364)
  Purchase of treasury stock                                                                 (1,136)            --
  Capital contribution from minority interest                                                   119             --
  Prepayment penalty on early retirement of debt                                                 --           (377)
  Increase in deferred financing costs                                                       (2,261)            --
                                                                                          ---------      ---------
      Net cash provided by (used in) financing activities                                    45,526        (59,488)
                                                                                          ---------      ---------

Net change in cash and cash equivalents                                                     (19,462)        (2,302)
Cash and cash equivalents at beginning of year                                               25,898         15,947
                                                                                          ---------      ---------
Cash and cash equivalents at end of period                                                $   6,436      $  13,645
                                                                                          =========      =========

Supplemental disclosure of cash flow information:
Interest paid                                                                             $  21,840      $  18,215
Interest capitalized                                                                          2,734          1,329
                                                                                          =========      =========
Non-cash investing activities:
   Operating partnership units exchanged for treasury stock                               $   1,875      $      --
                                                                                          =========      =========
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                    5 of 20
<PAGE>   6

                         GENERAL GROWTH PROPERTIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                (Dollars in thousands, except per share amounts)


NOTE 1        GENERAL

              Readers of this quarterly report should refer to the Company's
              audited financial statements for the year ended December 31, 1997
              which are included in the Company's 1997 Annual Report on Form
              10-K (File no. 1-11656) dated on March 30, 1998, as certain
              footnote disclosures which would substantially duplicate those
              contained in such audited financial statements have been omitted
              from this report.

              ORGANIZATION

              General Growth Properties, Inc., a Delaware corporation ( the
              "Company"), was formed in 1986 to own and operate enclosed mall
              shopping centers. On April 15, 1993, the Company completed its
              initial public offering and a business combination involving
              entities under varying common ownership. Proceeds from the initial
              public offering were used to acquire a majority interest in GGP
              Limited Partnership (the "Operating Partnership") which was formed
              to succeed to substantially all of the interests in enclosed mall
              general partnerships owned and controlled by the Company and its
              original stockholders. The Company conducts substantially all of
              its business through the Operating Partnership.

              During May 1998, the Company expects to commence a public offering
              of convertible preferred stock, the proceeds of which are 
              expected to be received in the beginning of June 1998 and are 
              expected to be utilized to fund the proposed acquisitions as 
              described in Note 4 and for other working capital needs.

              OPERATING PARTNERSHIP

              The Operating Partnership commenced operations on April 15, 1993
              and as of March 31, 1998, the Company together with the Operating
              Partnership owned 100% of thirty-five enclosed regional shopping
              centers (the "Wholly-Owned Centers"), 51% of GGP/Ivanhoe, Inc.
              ("GGP/Ivanhoe") (see Note 4) and 50% of Quail Springs and Town
              East (the "Property Joint Ventures"), 38.2% of the stock of
              GGP/Homart, Inc. ("GGP/Homart") (see Note 3) and a 95% non-voting
              preferred stock interest in General Growth Management, Inc.
              ("GGMI") (see Note 5). GGP/Homart owns interests in twenty-four
              shopping centers (the "Homart Centers"). GGP/Ivanhoe owns 100% of
              The Oaks Mall and the Westroads Mall. At March 31, 1998, the
              Company owned an approximate 66% general partnership interest in
              the Operating Partnership. 

              The 34% minority interest in the Operating Partnership is held
              by limited partners that include trusts for the benefit of 
              families of the original stockholders which initially owned and 
              controlled the Company and by subsequent contributors of
              property to the Company and is represented by units of limited
              partnership interests ("Units"). The Units can be exchanged, with
              certain restrictions, for shares of the Company on a one-for-one
              basis. Certain units owned or for the benefit of certain officers
              and directors of the Company and their families can be exchanged
              for cash, at the Company's election, if they own 25% or



                                     6 of 20
<PAGE>   7
                         GENERAL GROWTH PROPERTIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                (Dollars in thousands, except per share amounts)

              more of the outstanding common stock of the Company at the time of
              the exchange. The Unitholders also share equally with the
              stockholders on a per share basis in any distributions by the
              Operating Partnership.

              BASIS OF PRESENTATION

              The accompanying consolidated financial statements include the
              accounts of the Company and the Operating Partnership consisting
              of the thirty-five centers and the unconsolidated investments in
              GGP/Homart, GGMI, GGP/Ivanhoe, Quail Springs Mall and Town East
              Mall. All significant intercompany balances and transactions have
              been eliminated.

              In the opinion of management, all adjustments consisting of normal
              recurring adjustments necessary to present fairly the financial
              position of the Company as of March 31, 1998, and the results of
              operations and cash flows for the three months ended March 31,
              1998 and 1997 have been included.

              The consolidated statements of operations for prior periods have
              been reclassified to conform with current classifications with no
              effect on results of operations.

              EARNINGS PER SHARE

              In February 1997, the Financial Accounting Standards Board issued
              Statement No. 128, "Earnings per Share," which became effective
              for both interim and annual financial statement periods ending
              after December 15, 1997. As required by this statement, the
              Company adopted the new standards for computing and presenting
              earnings per share at the end of 1997, and has presented all per
              share data for 1998 and for all prior periods presented based on
              the computational methods specified in the statement.

              Basic per share amounts are based on the weighted average of
              common shares outstanding of 35,689,054 for 1998 and 30,789,360
              for 1997. Diluted per share amounts are based on the weighted
              average common shares and the effect of dilutive securities (stock
              options) outstanding of 35,936,812 for 1998 and 30,834,785 for
              1997. The outstanding Operating Partnership Units have been
              excluded from the diluted earnings per share calculation as there
              would be no effect on the amounts since the minority interests'
              share of income would also be added back to net income.

              REVENUE RECOGNITION

              Minimum rent revenues are recognized on a straight-line basis over
              the term of the related leases. Percentage rents are recognized on
              an accrual basis. Recoveries from tenants for taxes, insurance and
              other shopping center operating expenses are recognized as
              revenues in the period the applicable costs are incurred. The
              Company provides an  



                                     7 of 20
<PAGE>   8
                         GENERAL GROWTH PROPERTIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                (Dollars in thousands, except per share amounts)


              allowance for doubtful accounts against the portion of accounts
              receivable (including amounts recognized as receivable due to the
              recognition of minimum rents on a straight-line basis as described
              above) which is estimated to be uncollectible. Such allowances are
              reviewed periodically based upon the recovery experience of the
              Company.

NOTE 2        CENTERMARK

              On February 11, 1994, the Company acquired 40% of the stock of
              CenterMark which owned interests in several major regional
              shopping malls and power centers. The Company's portion of the
              cash purchase price for the CenterMark stock, including certain
              transaction costs, was approximately $182,000.

              The Company sold 25% of its interest in CenterMark on December 19,
              1995 for a price of $72,500 which reduced the Company's ownership
              to 30% of the outstanding CenterMark stock. Concurrently with the
              sale of the stock, the Company also granted an option to the buyer
              to purchase the remainder of the Company's CenterMark stock for
              $217,500.

              Pursuant to such option, the Company sold the remaining 30% of the
              outstanding CenterMark stock in two transactions with $87,000
              received on July 1, 1996 and $130,500 received on January 2, 1997.
              A portion of the gain related to such sale was recognized in 1997.

NOTE 3        GGP/HOMART

              The Company owns 38.2% of GGP/Homart with the remaining ownership
              interests owned by four other institutional investors. The
              co-investors in GGP/Homart are allowed to exercise an exchange
              right according to the stockholders agreement. The exchange right
              is designed to allow a GGP/Homart stockholder to convert their
              ownership interest in GGP/Homart to a common stock ownership
              interest in General Growth Properties, Inc. GGP/Homart currently
              owns interests in twenty-four regional shopping malls. GGP/Homart
              has elected real estate investment trust status for income tax
              purposes.


                                     8 of 20
<PAGE>   9
                         GENERAL GROWTH PROPERTIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                (Dollars in thousands, except per share amounts)


              Below is summarized financial information for GGP/Homart 
              for the three months  ended March 31, 1998 and 1997.

                                GGP/HOMART, INC.
               CONDENSED AND CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                        (UNAUDITED, DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                               Three Months Ended
                                                   March 31,
                                              1998         1997
                                           ----------- -----------
<S>                                       <C>           <C>
Revenues
      Minimum rents                        $ 28,820      $ 24,840
      Tenant recoveries                      11,154        10,735
      Percentage rents                          744           634
      Other                                     797           707
                                           --------      --------
      Total revenues                         41,515        36,916

Operating expenses                          (19,962)      (16,035)
Depreciation and amortization                (7,782)       (6,506)
                                           --------      --------
      Operating income                       13,771        14,375

Interest expense, net                       (11,793)      (10,828)
Equity in net income of unconsolidated
      real estate affiliates                  1,442         1,338
Gain (loss) on property sales                 1,250           (54)
Income allocated to minority interest          (129)          (56)
                                           --------      --------

      Net income                           $  4,541      $  4,775
                                           ========      ========
</TABLE>


                                     9 of 20
<PAGE>   10
                         GENERAL GROWTH PROPERTIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                (Dollars in thousands, except per share amounts)


NOTE 4        PROPERTY ACQUISITIONS AND DEVELOPMENTS

              ACQUISITIONS AND PROPOSED ACQUISITIONS

              1998

              On May 14, 1998, the Company entered into a definitive merger
              agreement to acquire a private REIT which owns (or as of
              closing will own) 100% of six regional malls (and office
              buildings adjacant to one of the malls). The purchase price will
              be paid in the form of  cash and the assumption of existing
              mortgage debt at closing  which is expected to occur in June
              1998. The Company is negotiating to sell approximately half of
              its interest in this  portfolio to a joint venture partner if the
              portfolio purchase is completed as currently structured. The
              portfolio consists of shopping centers located in Virginia,
              Wisconsin, Nevada, Tennessee, Georgia and Pennsylvania.

              On May 8, 1998, the Company completed the acquisition of the
              Northbrook Court Shopping Center in Northbrook (Chicago), 
              Illinois.

              On April 17, 1998 the Company entered into a definitive agreement 
              to acquire 100% of the stock of three companies that own,
              in the aggregate, a portfolio of eight shopping centers. The
              closing is expected to occur by the end of June 1998. The shopping
              portfolio consists of retail centers in Minnesota, Nevada,
              Georgia, Texas, Florida, Louisiana and two regional malls in
              California.

              On April 3, 1998 the Company acquired a 100% ownership interest in
              Southwest Plaza in Denver, Colorado. 

              The Company has expended, or has committed to expend,
              over $1.6 billion in connection with the acquisition of the
              above mentioned malls. The Company has financed, or in the case
              of pending acquisitions, is expected to finance the foregoing
              acquisitions through a combination of secured and unsecured debt,
              the proceeds of the proposed public offering of convertible
              preferred stock and, in the case of the May 14, 1998 agreement to
              acquire, equity capital to be contributed by a potential joint
              venture partner.

              1997

              The Company acquired a 100% ownership interest in Valley Hills
              Mall located in Hickory, North Carolina on October 23, 1997 for a
              purchase price of approximately $34,500. The purchase price
              consisted of approximately $18,900 (518,833 units) of Operating
              Partnership Units and the assumption of approximately $15,600 of
              mortgage debt.


                                    10 of 20
<PAGE>   11
                         GENERAL GROWTH PROPERTIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                (Dollars in thousands, except per share amounts)


              During the second quarter of 1997, the Company acquired 100%
              ownership of three other properties, Century Plaza Shopping
              Center, Southlake Mall and Eden Prairie Mall. Century Plaza
              Shopping Center located in Birmingham, Alabama was acquired on May
              1, 1997 for $31,800 in cash. Southlake Mall was acquired on June
              18, 1997, for a purchase price of $67,000. The purchase price
              consisted of $45,100 of mortgage debt assumption, $11,500 (353,537
              units) of Operating Partnership Units, and $10,400 in cash.
              Southlake Mall is located in Atlanta, Georgia. The aggregate
              consideration paid for Eden Prairie Mall located in Minneapolis,
              Minnesota was $19,900. It included the assumption of a $16,800
              mortgage, the payment of $1,100 in cash and the assumption of
              $2,000 of short-term liabilities.

              On March 31, 1997, the Company acquired a 100% ownership interest
              in Market Place Mall for a cash purchase price of approximately
              $70,000. Market Place Mall is located in Champaign, Illinois.

              The acquisitions completed as of March 31, 1998 were accounted for
              utilizing the purchase method and accordingly, the results of
              operations are included in the Operating Partnership's results of
              operations from the respective dates of acquisition.

              DEVELOPMENTS

              During 1996, the Company acquired two new development sites
              located in Coralville (Iowa City), Iowa, and Grand Rapids,
              Michigan. Coral Ridge Mall, located in Coralville, Iowa is
              currently under construction and is scheduled to open in July of
              1998. The Grand Rapids mall (Rivertown Crossings) recently began
              site work and is scheduled to open in August of 1999.

              INVESTMENTS IN AFFILIATES

              On September 17, 1997, GGP/Ivanhoe acquired both The Oaks Mall in
              Gainesville, Florida and Westroads Mall in Omaha, Nebraska. The
              purchase price for the two properties was approximately $206,000
              of which $125,000 was financed through property level
              indebtedness. The Company owns 51% of the ownership interest in
              GGP/Ivanhoe for a net investment of $43,766. Ivanhoe, Inc. of
              Montreal, Quebec, Canada owns the remaining 49% ownership interest
              in GGP/Ivanhoe.

              On June 11, 1997, the Company acquired a 50% interest in Town East
              Mall, located in Mesquite, Texas for $56,500. The consideration
              included approximately $27,500 million in cash, the assumption of
              approximately $27,900 of mortgage indebtedness and the assumption
              of $1,100 in net current liabilities.



                                    11 of 20
<PAGE>   12
                         GENERAL GROWTH PROPERTIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                (Dollars in thousands, except per share amounts)


NOTE 5        GGMI

              On December 22, 1995, GGP Management, Inc. was formed to manage,
              lease, develop and operate enclosed malls. The Operating
              Partnership owned 100% of the non-voting preferred stock ownership
              interest in GGP Management, Inc. representing 95% of the equity
              interest. Key employees of the Company held the remaining 5%
              ownership interest therein, which interest was in the form of
              common stock which was entitled to all of the voting rights in GGP
              Management, Inc. In August 1996, GGP Management, Inc., acquired
              GGMI for approximately $51,500 by exchanging 1,555,855 newly
              issued common shares of the Company and 453,791 Operating
              Partnership Units (contributed by the Operating Partnership) for
              100% of the outstanding shares in GGMI. A loan of approximately
              $39,900 from the Operating Partnership to GGP Management, Inc. was
              used to purchase the Company's common stock used to acquire GGMI.
              The interest only loan bears interest at 14% and matures in 2016.
              Upon acquisition of GGMI, GGP Management, Inc. was merged into
              GGMI with GGMI as the surviving entity. The Operating Partnership
              currently holds all of the non-voting preferred stock ownership
              interest in GGMI representing 95% of the equity interest. Five key
              employees of the Company hold the remaining 5% equity interest
              through ownership of 100% of the common stock which is entitled to
              all voting rights in GGMI. GGMI cannot distribute funds until its
              available cash flow exceeds all accumulated preferred dividends
              owed to the preferred stockholder. Any dividends in excess of the
              preferred cumulative dividend are allocated 95% to the preferred
              stockholder and 5% to the common stockholders. GGMI may make
              principal payments on the Operating Partnership loan if it has
              sufficient cash flow. GGMI manages, leases, and performs various
              other services for the Wholly-Owned Centers, the Property Joint
              Ventures, GGP/Homart and other properties owned by unaffiliated
              parties.

              On June 16, 1997, GGMI acquired an office building in downtown
              Chicago, Illinois to be used as the new corporate headquarters for
              the Company. The office building has been completely upgraded and
              retrofitted to create class A office space. GGMI and Company
              personnel took initial occupancy of approximately 70% of the
              building in April of 1998.

NOTE 6        MORTGAGE NOTES AND OTHER DEBT PAYABLE

              FIXED RATE DEBT

              MORTGAGE NOTES PAYABLE

              Mortgage notes payable consist primarily of fixed rate
              non-recourse notes collateralized by individual or groups of
              properties. Certain mortgage notes payable may be prepaid but are
              generally subject to a prepayment penalty of a yield-maintenance
              premium or a percentage of the loan balance.



                                    12 of 20
<PAGE>   13
                         GENERAL GROWTH PROPERTIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                (Dollars in thousands, except per share amounts)



              VARIABLE RATE DEBT

              MORTGAGE NOTE PAYABLE

              The mortgage note secured by the Eden Prairie Mall at March 31, 
              1998 is a non-recourse loan that bears interest at LIBOR (5.65%
              at March 31, 1998) plus 118 basis points and matures in December
              of 1998. The Company expects to retire this $16,743 obligation
              when due. The mortgage note is cross-collateralized with several
              GGP/Homart centers.

              CREDIT FACILITY

              The Company's $200,000 unsecured revolving credit facility bears 
              interest at LIBOR plus 80 to 120 basis points depending
              upon the Company's leverage ratio and matures on July 31, 1999
              excluding a one year extension option. The credit facility is
              subject to financial performance covenants including
              debt-to-market capitalization, minimum earnings before interest,
              taxes, depreciation and amortization ("EBITDA") ratios and
              minimum equity values. On March 31, 1998, the credit facility had
              an outstanding balance of $159,225.

              CONSTRUCTION LOANS AND LETTERS OF CREDIT

              Two construction loans were arranged in connection with the
              development of two regional malls. These recourse loans were
              repaid in 1997.

              As of March 31, 1998 and December 31, 1997, the Operating
              Partnership had outstanding letters of credit of $7,717, primarily
              in connection with special real estate assessments and insurance 
              requirements.

NOTE 7        EXTRAORDINARY ITEMS

              The extraordinary items resulted from prepayment costs and
              unamortized deferred financing costs related to the early
              extinguishment of mortgage notes payable.

NOTE 8        DISTRIBUTIONS PAYABLE

              On February 20, 1998, the Company declared a cash distribution 
              of $.47 per share that was paid on April 30, 1998 to stockholders
              of record on April 16, 1998, totaling $16,811. In addition, a 
              distribution of $7,382 was paid to the limited partners of the 
              Operating Partnership.

              On December 16, 1997, the Company declared a cash distribution of
              $.45 per share that was paid on January 30, 1998, to stockholders
              of record on December 30, 1997, totaling $16,029. In addition, a
              distribution of $8,392 was paid to the limited partners of the
              Operating Partnership.


                                    13 of 20
<PAGE>   14
                         GENERAL GROWTH PROPERTIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                (Dollars in thousands, except per share amounts)



NOTE 9        MORTGAGE NOTE RECEIVABLE

              During 1998 the Company advanced $50,000 to an unaffiliated
              developer in the form of a mortgage loan secured by such
              developer's ownership interest in a regional shopping mall in
              Shreveport, Louisiana. Principal payments of $52 were received in
              the first quarter of 1998. The Company expects this mortgage note
              to be collected by the end of 1998.

NOTE 10       COMMITMENTS AND CONTINGENCIES

              In the normal course of business, from time to time, the Company
              is involved in legal actions relating to the ownership and
              operations of its properties. In management's opinion, the
              liabilities, if any, that may ultimately result from such legal
              actions are not expected to have a materially adverse effect on
              the consolidated financial position, results of operations or
              liquidity of the Company.

              The Company has entered into contingent agreements for the
              acquisition of properties. Each acquisition is subject to
              satisfactory completion of due diligence and, in the case of
              developments, completion and occupancy of the project.

NOTE 11       RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

              In June of 1997, the Financial Accounting Standards Board ("FASB")
              issued Statement No. 130, "Reporting Comprehensive Income" which
              the Company has adopted as of January 1, 1998. The Company has no
              items of other comprehensive income and therefore the adoption of
              this standard has not had an impact on its financial statements.
              In addition, the FASB issued Statement No. 131, "Disclosures about
              Segments of an Enterprise and Related Information." Pursuant to
              the requirements of Statement 131, the additional reporting and
              disclosure requirements will be reflected in the Company's 1998
              annual report and, on a comparative basis, in the Company's 1999
              interim reports. In March 1998, the Emerging Issues Task Force
              ("EITF") issued a consensus opinion entitled "Accounting for
              Internal Costs Relating to Real Estate Property Acquisitions"
              ("EITF 97-11") EITF 97-11 is effective as of March 19, 1998 and
              provides that the internal costs of identifying and acquiring
              operating property should be expensed as incurred. The Company
              currently expects a nominal increase in expenses in future periods
              for such expenditures that were previously capitalized and
              reflected as property costs to be depreciated over the useful life
              of the property acquired. In April 1998, the Accounting Standards
              Executive Committee of the American Institute of Certified Public
              Accountants ("AICPA") issued Statement of Position 98-5,
              "Reporting on the Costs of Start-Up Activities" ("SOP 98-5") which
              is effective for fiscal years beginning after December 15, 1998.
              SOP 98-5 requires that the net unamortized balance of all start up
              costs and


                                    14 of 20
<PAGE>   15
                         GENERAL GROWTH PROPERTIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                (Dollars in thousands, except per share amounts)

              organizational costs be written off as a cumulative effect of a
              change in accounting principle and all future start-up costs and
              organizational costs be expensed. The Company has not completed
              its evaluation of the effects of the implementation of SOP 98-5,
              but as the Company does not believe it has a significant amount of
              such unamortized costs, the effect of adopting this statement in
              1999 is not expected to be material.



                                    15 of 20
<PAGE>   16

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         All references to numbered Notes are to specific footnotes to the
         Consolidated Financial Statements of the Company included in this
         quarterly report and which descriptions are hereby incorporated herein
         by reference. The following discussion should be read in conjunction
         with such Consolidated Financial Statements and Notes thereto.

         As of March 31, 1998, the Company together with the Operating
         Partnership owned 100% of thirty-five enclosed regional shopping
         centers (the "Wholly-Owned Centers"), 51% of the stock of GGP/Ivanhoe,
         50% of Quail Springs and Town East, 38.2% of the stock of GGP/Homart,
         and a non-voting preferred stock ownership interest (representing 95% 
         of the equity interest) in GGMI (Note 5). GGP/Homart owns interests in
         twenty-four shopping centers. GGP/Ivanhoe owns interests in two
         shopping centers, The Oaks and Westroads. Revenues are primarily
         derived from fixed minimum rents, percentage rents and recoveries of
         operating expenses from tenants. Inasmuch as the Company's financial
         statements reflect the use of the equity method to account for its
         investments in GGP/Homart, GGP/Ivanhoe, GGMI, Quail Springs and Town
         East, the discussion of results of operations below relates primarily
         to the revenues and expenses of the Wholly-Owned Centers. The
         Wholly-Owned Centers, the Homart Centers, GGP/Ivanhoe, Quail
         Springs and Town East are collectively known as the "Company
         Portfolio".

         On March 31, 1998, the centers in the Company Portfolio which are not  
         currently under redevelopment were approximately 85.3% occupied. The
         centers in the Company Portfolio which were not currently undergoing
         redevelopment on March 31, 1997 had an occupancy of approximately
         83.5%.

         Comparable mall store sales are sales of those tenants that were open
         the previous 12 months. Therefore, comparable mall store sales in 1998
         are of those tenants that were operating in the first quarter of 1997.
         Comparable mall store sales averaged $277 per square foot for the
         Company Portfolio in the first quarter of 1998. In the first quarter 
         of 1998, total mall store sales for the Company Portfolio increased 
         by 7% over 1997, and comparable mall store sales increased by 11.6% 
         over 1997.

         The average mall store rent per square foot from leases that expired in
         1998 was $23.90. The Company Portfolio benefited from increasing rents
         inasmuch as the weighted average mall store rent per square foot on new
         and renewal leases executed during 1998 was $26.49 or $2.59 per square
         foot above the average for expiring leases.

FORWARD-LOOKING INFORMATION

         Forward looking statements contained in this Quarterly Report on Form
         10-Q may include certain forward-looking information statements,       
         within the meaning of Section 27A of the Securities Act of 1933, as
         amended, and Section 21E of the Securities Exchange Act of 1934, as
         amended, including (without limitation) statements with respect to
         anticipated future operating and financial performance, growth and
         acquisition opportunities and other similar forecasts and statements or
         expectation. Words such as "expects, "anticipates", "intends", "plans",
         "believes", "seeks",


                                    16 of 20
<PAGE>   17
         "estimates" and "should" and variations of these words and similar
         expressions, are intended to identify these forward-looking statements.
         Forward-looking statements made by the Company and its management are
         based on estimates, projections, beliefs and assumptions of management
         at the time of such statements and are not guarantees of future
         performance. The Company disclaims any obligation to update or revise
         any forward-looking statement based on the occurrence of future events,
         the receipt of new information or otherwise.

         Actual future performance, outcomes and results may differ materially
         from those expressed in forward-looking statements made by the Company
         and its management as a result of a number of risks, uncertainties and
         assumptions. Representative examples of these factors include (without
         limitation) general industry and economic conditions, interest rate
         trends, cost of capital and capital requirements, availability of real
         estate properties, competition from other companies and venues for the
         sale/distribution of goods and services, shifts in customer demands,
         tenant bankruptcies, changes in operating expenses, including employee
         wages, benefits and training, governmental and public policy changes,
         changes in applicable laws, rules and regulations (including changes
         in tax laws), and the continued availability of financing in the 
         amounts and the terms necessary to support the Company's future 
         business.

RESULTS OF OPERATIONS OF THE COMPANY

THREE MONTHS ENDED MARCH 31, 1998 AND 1997

         Total revenues for the first quarter of 1998 were $80.4 million, which
         represents an increase of $15.1 million or approximately 23.1% from
         $65.3 million in the first quarter of 1997. Approximately $9.4 million
         or 62.3% of the increase is from acquisitions completed after March 31,
         1997. Increased revenues at comparable properties (properties owned at
         all times during current and prior periods) accounted for the remaining
         $5.7 million or 37.7% of the increase. Minimum rent for the first
         quarter of 1998 increased by $11.3 million or 28.8% from $39.2 million
         in 1997 to $50.5 million. The acquisition of properties generated a
         $5.7 million increase in minimum rents. Expansion space, specialty
         leasing and a combination of occupancy, rental charges and allowance
         reserve adjustments at the comparable centers accounted for the
         remaining increase in minimum rents. Tenant charges increased by $4.0
         million or 18.5% from $21.6 million to $25.6 million for the first
         quarter of 1998. Approximately $0.7 million of the increase is
         attributable to higher recoverable operating expenses at the comparable
         malls. The remaining $3.3 million increase was generated by properties
         which were recently acquired. For the first quarter of 1998, overage
         rents increased to $2.4 million from $2.1 million in 1997. Acquisitions
         contributed substantially all of the $.3 million increase in overage
         rent. Other revenues decreased by approximately $.7 million or 43.7% to
         $.9 million for the first quarter of 1998 from $1.6 million in 1997,
         substantially all of which related to comparable centers.

         Total expenses, including depreciation and amortization, increased by
         approximately $9.6 million, from $34.9 million in the first quarter of
         1997 to $44.5 million in the first quarter of 1998. For the period
         ended March 31, 1998, property operating expenses increased by $5.4
         million or 32.3% from $16.7 million in 1997 to $22.1 million in the
         first quarter of 1998. Of this increase, new acquisitions accounted for
         $3.2 million, while higher recoverable operating costs at comparable
         centers contributed the remaining $2.2 million. Depreciation and


                                    17 of 20
<PAGE>   18
         amortization increased by $2.8 million over the same period in 1997.
         Approximately $1.5 million of the $2.8 million increase in depreciation
         and amortization was generated at comparable centers. The remaining
         $1.3 million was from newly acquired properties. Management fees to
         affiliates and general and administrative expenses together were
         approximately $.4 million higher than in the first quarter of 1997.

         Net interest expense for the first quarter of 1998 was $17.9 million,
         an increase of $2.5 million or 16.2% from $15.4 million in the first
         quarter of 1997. The acquisition of new properties was responsible for
         an increase of approximately $2.3 million. Interest savings of $.2
         million were generated by lower interest rates as a result of
         refinancing activities and the paydown of debt with the proceeds of the
         common stock offerings in the third quarter of 1997.

         Equity in net income of unconsolidated affiliates in the first quarter
         of 1998 decreased by approximately $7.1 million to a loss of $5.2
         million in 1998, from earnings of $1.9 million in the first quarter of
         1997. The Company's ownership interest in GGMI resulted in a decrease
         of $7.7 million, primarily due to the write-off of certain unamortized
         third-party management contract costs recorded at the acquisition of G
         GMI which relates to contracts terminated in the first quarter of
         1998. Property Joint Ventures (see Note 1) accounted for an increase
         of approximately $.7 million due primarily to the acquisitions of the
         Town East Mall and the two malls by GGP/Ivanhoe as described more
         fully in Note 4.


                                    18 of 20
<PAGE>   19
LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY

The Company uses operating cash flow as the principal source of funding
for recurring capital expenditures such as tenant construction allowances and
minor improvements made to individual properties that are not recoverable
through common area maintenance charges to tenants. Funding alternatives for
acquisitions, new development, expansions and major renovation programs at
individual centers include construction loans, mini-permanent loans, long-term
project financing, additional property level or Company level equity
investments, unsecured Company level debt or secured loans collateralized by
individual shopping centers. The Company closed on a $200 million unsecured
credit facility during August of 1997. Said facility is expected to provide all
of the funds necessary to complete the development of Coralville Mall in Iowa
City, Iowa, the mall under development in Grand Rapids, Michigan and to fund
certain other non-recurring capital expenditures that are currently being
contemplated and/or evaluated. The Company acquired Southwest Plaza in Denver,
Colorado in April 1998 and Northbrook Court in Northbrook (Chicago) Illinois in
May, 1998 as more fully described in Note 4. In addition, the Company has
entered into definitive agreements to acquire two portfolios of malls by the
end of June 1998. Such proposed acquisitions as more fully described in Note 4
are expected to be funded by cash and cash equivalents on hand, short and long
term debt financing, joint venture contributions and a public offering of
convertible preferred stock <Reference is also made to Note 1>.

Net cash provided by operating activities was $35.0 million in 1998, an increase
of $9.1 million from $25.9 million in 1997. Net income before allocations to the
minority interest decreased $39.1 million which was represented primarily by the
$58.6 million gain on the partial sale of CenterMark recognized in 1997. The
other significant change was a $4.0 million increase in accounts payable and
accrued expenses in 1998.

Net cash used by investing activities was $100 million in 1998 compared to $31
million of cash provided in 1997. Cash flow from investing activities was
impacted by acquisitions, development and improvements to real estate
properties, which caused a decrease in cash of approximately $40.4 million in
1998. The Company issued a mortgage note receivable in 1998 for $50 million.
The Company has an option in 1998 to acquire the underlying asset secured by
this note. The sale proceeds from the sale of CenterMark provided a decrease of
$130.5 million in 1998 from 1997.

Financing activities contributed cash of $45.5 million in 1998, compared to a
use of cash of $59.5 million in 1997. The major contributing factor of cash from
financing activity is net financing from mortgages had a positive impact of
$73.2 million in 1998 versus a decrease of approximately $38.4 million in 1997.
The additional financing was used to fund the acquisitions and redevelopment of
real estate that was discussed above. The remaining use of cash was accounted
for by increased distributions paid during 1998.

In order to remain qualified as a real estate investment trust for federal      
income tax purposes, the Company must distribute 100% of capital gains and at
least 95% of its ordinary taxable income to stockholders. The following
factors, among others, will affect operating cash flow and, accordingly,
influence the decisions of the Board of Directors regarding distributions: (i)
scheduled increases in base rents of existing leases; (ii) changes in minimum
base rents and/or percentage rents attributable to replacement of existing
leases with new or renewal leases; (iii) changes in occupancy rates at existing
centers and procurement of leases for newly developed centers; and (iv) the
Company's share of operating cash flow generated by GGMI, the Property Joint
Ventures, GGP/Homart and distributions therefrom, less oversight costs and debt
service on additional loans that were incurred to finance a portion of the cash
purchase price for GGP/Homart's stock. The Company anticipates that its
operating cash flow, and potential new debt or equity from future offerings,
new financings or refinancings will provide adequate liquidity to conduct its
operations, fund general and administrative


                                    19 of 20
<PAGE>   20
expenses, fund operating costs and interest payments and allow distributions to
the Company's stockholders in accordance with the requirements of the Internal
Revenue Code of 1986, as amended, for continued qualification as a real estate
investment trust and to avoid any Company level federal income or excise tax.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

As more fully described in Note 11, the FASB, EITF and the AICPA have issued
certain statements which are effective for the current or subsequent year. The
Company does not expect a significant impact on its reported operations due to
the application of such new statements.

YEAR 2000 COMPLIANCE

The Company recently upgraded its major information systems including the
database and accounting software which is Year 2000 compliant. The Company is in
the process of evaluating several other smaller systems (time keeping systems,
elevators, etc.) to verify that they are compliant. If these systems are not
Year 2000 compliant, the appropriate upgrades will be purchased. The cost of any
required upgrades are not anticipated to be significant. In addition, the
Company is communicating with its customers, suppliers and service providers to
determine whether they are actively involved in projects to ensure that their
products and business systems will be Year 2000 compliant. The Company is not
aware of any significant Year 2000 issues involving its customers, suppliers or
service providers.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable

PART II  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits - See Exhibit Index

(b)      Reports on Form 8-K

No reports on Form 8-K have been filed by the Company during the quarter covered
by this report.

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                          GENERAL GROWTH PROPERTIES, INC.
                                   (Registrant)

Date:  May 14, 1998   by: /s/:  Bernard Freibaum
                          ----------------------------------
                          Bernard Freibaum
                          Executive Vice President and Chief Financial Officer
                          (Principal Accounting Officer)


                                    20 of 20
<PAGE>   21
EXHIBIT INDEX

     2(a) Amended and Restated Stock Purchase Agreement, dated as of October 16,
1995, by and among Sears, Roebuck and Co., Homart Development Co., Homart Newco
One, Inc. and GGP/Homart, Inc.(1)

     2(b) Amendment No. 1 to Amended and Restated Stock Purchase Agreement,
dated as of December 22, 1995, by and among Sears, Roebuck and Co., Homart
Development Co., Homart Newco One, Inc. and GGP/Homart, Inc.(1)

     2(c) Real Estate Purchase Agreement, dated as of July 31, 1995, by and
among Sears, Roebuck and Co., Homart Development Co. and GGP/Homart, Inc.(1)

     2(d) Amendment No. 1 to Real Estate Purchase Agreement, dated as of
October 16, 1995, by and among Sears, Roebuck and Co., Homart Development Co.
and GGP/Homart, Inc.(1)

     2(e) Amendment No. 2 to Real Estate Purchase Agreement, dated as of
December 22, 1995, by and among Sears, Roebuck and Co., Homart Development Co.
and GGP/Homart, Inc.(1)

     2(f) Mall Purchase Agreement, dated as of December 22, 1995, by and among
Sears, Roebuck and Co., Homart Development Co. and General Growth
Properties-Natick Limited Partnership.(1)

     2(g) Contribution Agreement dated December 6, 1996, between Forbes/Cohen
Properties, a Michigan general partnership, and GGP Limited Partnership, a
Delaware limited partnership.(2)

     2(h) Contribution Agreement dated December 6, 1996, between Lakeview Square
Associates, a Michigan general partnership, and GGP Limited Partnership, a
Delaware limited partnership.(2)

     2(i) Contribution Agreement dated December 6, 1996, between Jackson
Properties, a Michigan general partnership, and GGP limited Partnership, a
Delaware limited partnership.(2)

     2(j) Sale and Contribution Agreement dated June 19, 1997, between CA
Southlake Investors, Ltd., a Georgia limited partnership, and GGP Limited
Partnership, a Delaware limited partnership.(10)

     2(k) Contribution Agreement dated June 10, 1997, among Atlantic Freeholds
II, a Nevada general partnership, Town East Mall, L.P., a Delaware limited
partnership, and Town East Mall Partnership, a Texas general partnership.(10)


                                      S-1
<PAGE>   22
     2(l) Purchase and Sale Agreement dated as of March 22, 1997, between
Century Plaza Co., an Alabama general partnership, and Century Plaza L.L.C., a
Delaware limited liability company.(10)

     2(m) Real Estate Purchase Agreement dated March 12, 1997, between Champaign
Venture, an Illinois general partnership, and Champaign Market Place L.L.C., a
Delaware limited liability company. (10)

     3(a) Amended and Restated Certificate of Incorporation of the Company.(3)

     3(b) Amendment to Amended and Restated Certificate of Incorporation of the
Company.(5)

     3(c) Amendment to Amended and Restated Certificate of Incorporation of the
Company filed on December 21, 1995.(11)

     3(d) Amendment to Amended and Restated Certificate of Incorporation of the
Company filed on May 20, 1997.(15)

     3(e) Bylaws of the Company.(5)

     3(f) Amendment to Bylaws of the Company.(5)

     4(a) Redemption Rights Agreement, dated July 13, 1995, by and among GGP
Limited Partnership, General Growth Properties, Inc. and the persons listed on
the signature pages thereof.(8)

     4(b) Redemption Rights Agreement dated December 6, 1996, among GGP Limited
Partnership, a Delaware corporation, Forbes/Cohen Properties, a Michigan general
partnership, Lakeview Square Associates, a Michigan general partnership, and
Jackson Properties, a Michigan general partnership.(2)

     4(c) Redemption Rights Agreement, dated June 19, 1997, among GGP Limited
Partnership, a Delaware limited partnership, General Growth Properties, Inc, a
Delaware corporation, and CA Southlake Investors, Ltd., a Georgia limited
partnership.(13)

     4(d) Redemption Rights Agreement dated October 23, 1997, among GGPI, GGPL
and Peter Leibowits.(15)

     4(e) Form of Indenture.(12)

     10(a) Second Amended and Restated Agreement of Limited Partnership of the
Operating Partnership.

     10(b) Rights Agreement between the Company and the Limited Partners of the
Operating Partnership.(6)


                                      S-2
<PAGE>   23
     10(c) Real Estate Management Agreement dated July 1, 1996, between General
Growth Management, Inc. and GGP Limited Partnership.(13)

     10(d)*  General Growth Properties, Inc. 1993 Stock Incentive Plan, as
amended.(14)

     10(e) Form of Amended and Restated Agreement of Partnership for each of
the Property Partnerships.(3)

     10(f) Sale-Purchase Agreement dated as of December 30, 1992, by and between
Equitable and the Company.(3)

     10(g) Form of Indemnification Agreement between the Operating Partnership,
Martin Bucksbaum, Matthew Bucksbaum, Mall Investment L.P. and M. Bucksbaum
Company. (3)

     10(h)  Form of Registration Rights Agreement between the Company and the
Bucksbaums. (3)

     10(i)  Form of Registration Rights Agreement between the Company and
certain trustees for the IBM Retirement Plan. (3)

     10(j) Form of Incidental Registration Rights Agreement between the
Company, Equitable, Frank Russell and Wells Fargo.(3)

     10(k) Form of Letter Agreements restricting sale of certain shares of
Common Stock.(3)

     10(l)* Letter Agreement dated October 14, 1993, between the Company and
Bernard Freibaum.(6)

     10(m)* Form of Option Agreement between the Company and certain Executive
Officers.(13)

     27 Financial Data Schedule

     *A compensatory plan or arrangement required to be filed.

     (1) Previously filed as an exhibit to the Company's Current Report on Form
8-K dated January 5, 1996.

     (2) Previously filed as an exhibit to the Company's Current Report on Form
8-K dated January 3, 1996.

     (3) Previously filed as an exhibit to the Company's Registration Statement
on Form S-11 (No. 33-56640), incorporated herein by reference.


                                      S-3
<PAGE>   24
     (4) Previously filed as an exhibit to the Company's Current Report on Form 
8-K dated July 16, 1996.

     (5) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1994.

     (6) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1993.

     (7) Previously filed as an exhibit to the Company's Current Report on Form
8-K dated February 25, 1994.

     (8) Previously filed as an exhibit to the Company's Current Report on Form
8-K dated July 17, 1996.

     (9) Previously filed as an exhibit to the Company's Registration Statement
on Form S-3 (No. 33-23035), incorporated herein by reference.

     (10) Previously filed as an exhibit to the Company's Current Report on Form
8-K dated June 19, 1997.

     (11) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1995.

     (12) Previously filed as an exhibit to the Company's Registration Statement
on Form S-3 (No. 333-37247) dated October 6, 1997.

     (13) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1996.

     (14) Previously filed as an exhibit to the Company's Registration Statement
on Form S-8 (No. 333-28449) dated June 3, 1997.

     (15) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 1997.



                                      S-4