<PAGE>


                      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, 2001

                        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)

                                      N/A
                   (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 10,
2001 was 52,414,611.
<PAGE>


                        GENERAL GROWTH PROPERTIES, INC.
                        -------------------------------

                                     INDEX
                                     -----
<TABLE>
<CAPTION>
                                                                                      PAGE
                                                                                     NUMBER
                                                                                     ------
<S>                                                                                  <C>
Part I    FINANCIAL INFORMATION

          Item 1: Financial Statements

               Consolidated Balance Sheets
               as of March 31, 2001 and December 31, 2000..........................       3

               Consolidated Statements of Operations and Comprehensive Income
               for the three months ended March 31, 2001 and 2000..................       4

               Consolidated Statements of Cash Flows
               for the three months ended March 31, 2001 and 2000..................       5

               Notes to Consolidated Financial Statements..........................       6

          Item 2: Management's Discussion and Analysis of
               Financial Condition and Results of Operations.......................      19

               Liquidity and Capital Resources of the Company......................      22

          Item 3: Quantitative and Qualitative Disclosures about Market Risk.......      26

Part II   OTHER INFORMATION

          Item 6: Exhibits and Reports on Form 8-K ................................      27

          SIGNATURE................................................................      28
</TABLE>
<PAGE>


PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                        GENERAL GROWTH PROPERTIES, INC.
                          CONSOLIDATED BALANCE SHEETS
                     MARCH 31, 2001 AND DECEMBER 31, 2000
                                  (UNAUDITED)
             (Dollars in thousands, except for per share amounts)

                   ASSETS
                   ------

                                              March 31, 2001  December 31, 2000
                                              --------------  -----------------
<S>                                           <C>             <C>
Investment in real estate:
  Land                                            $  649,091         $  649,160
  Buildings and equipment                          4,060,308          3,921,478
  Less accumulated depreciation                     (526,670)          (488,130)
  Developments in progress                           151,032            120,562
                                                  ----------         ----------
      Net property and equipment                   4,333,761          4,203,070
  Investment in Unconsolidated Real Estate
   Affiliates                                        742,887            748,266
                                                  ----------         ----------
      Net investment in real estate                5,076,648          4,951,336
Cash and cash equivalents                             22,095             27,229
Tenant accounts receivable, net                      106,300             96,157
Deferred expenses, net                                97,489            105,534
Investment in and note receivable from
 General Growth Management, Inc.                           -             66,079
Prepaid expenses and other assets                     57,045             37,769
                                                  ----------         ----------
                                                  $5,359,577         $5,284,104
                                                  ==========         ==========

    LIABILITIES AND STOCKHOLDERS' EQUITY
    ------------------------------------

Mortgage notes and other debt payable             $3,360,742         $3,244,126
Distributions payable                                 47,531             47,509
Accounts payable and accrued expenses                153,462            186,393
                                                  ----------         ----------
                                                   3,561,735          3,478,028
Minority interests:
  Redeemable Preferred Units                         175,000            175,000
  Common Units                                       352,539            355,158
                                                  ----------         ----------
                                                     527,539            530,158
Commitments and contingencies                              -                  -

Preferred Stock: $100 par value; 5,000,000
 shares authorized; 345,000 designated as
 PIERS (Note 1) which are convertible and
 carry a $1,000 liquidation value, 337,500
 of which were issued and outstanding at
 March 31, 2001 and December 31, 2000                337,500            337,500

Stockholders' Equity:
  Common stock: $.10 par value, 210,000,000
   shares authorized; 52,391,112 and
   52,281,259 shares issued and outstanding
   as of March 31, 2001 and December 31,
   2000, respectively                                  5,239              5,228
  Additional paid-in capital                       1,213,155          1,210,261
  Retained earnings (deficit)                       (273,242)          (266,085)
  Notes receivable--common stock purchase            (11,079)            (9,449)
  Accumulated equity in other comprehensive
   loss of unconsolidated affiliate                   (1,270)            (1,537)
                                                  ----------         ----------
      Total stockholders' equity                     932,803            938,418
                                                  ----------         ----------
                                                  $5,359,577         $5,284,104
                                                  ==========         ==========
</TABLE>

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

                                    3 of 28
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
        CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                          FOR THE THREE MONTHS ENDED
                            MARCH 31, 2001 AND 2000
                                  (UNAUDITED)
             (Dollars in thousands, except for per share amounts)

<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                                                                   March 31,
                                                                               2001        2000
                                                                             --------    --------
<S>                                                                          <C>         <C>
Revenues:
    Minimum rents                                                            $112,060    $102,002
    Tenant recoveries                                                          55,150      52,395
    Overage rents                                                               4,137       2,670
    Other                                                                       2,282       3,723
    Fee income                                                                 18,341       1,693
                                                                             --------    --------
        Total revenues                                                        191,970     162,483
Expenses:
    Real estate taxes                                                          13,953      12,580
    Management fees to affiliate                                                   --       2,332
    Property operating                                                         56,404      40,433
    Provision for doubtful accounts                                             1,175         122
    General and administrative                                                  1,517       1,429
    Depreciation and amortization                                              35,012      29,403
                                                                             --------    --------
        Total expenses                                                        108,061      86,299
                                                                             --------    --------
Operating income                                                               83,909      76,184

Interest expense, net                                                         (52,042)    (47,985)
Equity in net income/(loss) of unconsolidated affiliates                        9,829       8,481
                                                                             --------    --------
Income before cumulative effect of accounting change and allocation
  to minority interests                                                        41,696      36,680
Income allocated to minority interests                                        (11,625)     (8,439)
                                                                             --------    --------
Income before cumulative effect of accounting change                           30,071      28,241
Cumulative effect of accounting change                                         (3,334)         --
                                                                             --------    --------
        Net income                                                             26,737      28,241
Convertible Preferred Stock Dividends                                          (6,117)     (6,117)
                                                                             --------    --------
        Net income available to common stockholders                          $ 20,620    $ 22,124
                                                                             ========    ========
Earnings before cumulative effect of accounting change per share--basic      $   0.46    $   0.43
                                                                             ========    ========
Earnings before cumulative effect of accounting change per share--diluted    $   0.46    $   0.43
                                                                             ========    ========
Earnings per share--basic                                                    $   0.39    $   0.43
                                                                             ========    ========
Earnings per share--diluted                                                  $   0.39    $   0.43
                                                                             ========    ========
Distributions declared per share                                             $   0.53    $   0.51
                                                                             ========    ========
Net income                                                                   $ 26,737    $ 28,241
Other comprehensive income (loss):
    Equity in unrealized income/(loss) on available-for-sale securities
      of unconsolidated affiliate, net of minority interest                       267          --
                                                                             --------    --------
Comprehensive income                                                         $ 27,004    $ 28,241
                                                                             ========    ========
</TABLE>


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


                                    4 of 28
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THREE months ENDED MARCH 31, 2001 and 2000
                                  (UNAUDITED)

             (Dollars in thousands, except for per share amounts)

<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                                                                March 31,
                                                                           2001          2000
                                                                         --------      --------
<S>                                                                      <C>           <C>
Cash flows from operating activities:
     Net Income                                                          $ 26,737      $ 28,241
Adjustments to reconcile net income to net cash
  provided by operating activities:
     Minority interests                                                    11,625         8,439
     Cumulative effect of accounting change                                 3,334             -
     Equity in net income of unconsolidated affiliates                     (9,829)       (8,481)
     Provision for doubtful accounts                                        1,175           122
     Distributions received from unconsolidated affiliates                  9,829         2,489
     Depreciation                                                          30,366        27,141
     Amortization                                                           4,646         2,262
Net Changes:
     Tenant accounts receivable                                             4,779         5,895
     Prepaid expenses and other assets                                     (2,217)          735
     Accounts payable and accrued expenses                                (40,368)       (9,972)
                                                                         --------      --------
       Net cash provided by (used in) operating activities                 40,077        56,871
                                                                         --------      --------
Cash flows from investing activities:
     Acquisition/development of real estate and improvements
       and additions to properties                                       (112,267)      (50,209)
     Increase in investments in unconsolidated affiliates                  (7,732)      (37,628)
     Change in notes receivable from General Growth Management, Inc.            -        (7,433)
     Distributions received from unconsolidated affiliates                 12,774         9,290
     Increase in deferred expenses                                         (5,746)       (6,114)
                                                                         --------      --------
       Net cash provided by (used in) investing activities               (112,971)      (92,094)
                                                                         --------      --------
Cash flows from financing activities:
     Cash distributions paid to common stockholders                       (27,744)      (26,481)
     Cash distributions paid to minority interests                        (10,385)      (10,097)
     Cash distributions paid to holders of RPU's                           (3,916)            -
     Payment of dividends on PIERS                                         (6,117)       (6,117)
     Proceeds from sale of common stock, net of issuance costs              1,221           735
     Proceeds from issuance of mortgage / other notes payable             185,926       159,606
     Principal payments on mortgage notes and other debt payable          (69,310)      (86,332)
     Increase in deferred expenses                                         (1,915)         (167)
                                                                         --------      --------
       Net cash provided by (used in) financing activities                 67,760        31,147
                                                                         --------      --------
Net change in cash and cash equivalents                                    (5,134)       (4,076)
Cash and cash equivalents at beginning of period                           27,229        25,593
                                                                         --------      --------
Cash and cash equivalents at end of period                               $ 22,095      $ 21,517
                                                                         ========      ========

Supplemental disclosure of cash flow information
     Interest paid                                                       $ 58,296      $ 57,134
     Interest capitalized                                                   4,519         4,530
                                                                         ========      ========
Non-cash investing and financing activities:
   Common stock issued in exchange for Operating Partnership Units       $    575      $      -
   Operating Partnership Units issued as consideration for purchase
     of land                                                                    -           215
   Acquisition of GGMI                                                     66,079             -
   Notes receivable issued for exercised stock options                      1,629         5,240
   Acquisition of property in exchange for tenant note receivable           8,207             -
</TABLE>

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

                                    5 of 28
<PAGE>


                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)

NOTE 1  ORGANIZATION

Readers of this quarterly report should refer to the Company's audited financial
statements for the year ended December 31, 2000 which are included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000
(Commission File No. 1-11656), as certain footnote disclosures which would
substantially duplicate those contained in the 2000 annual audited financial
statements have been omitted from this report. Capitalized terms used but not
defined in this quarterly report have the same meanings as in the Company's 2000
Annual Report on Form 10-K.

General

General Growth Properties, Inc., a Delaware corporation ("General Growth"), was
formed in 1986 to own and operate regional mall shopping centers. All references
to the "Company" in these Notes to Consolidated Financial Statements include
General Growth and those entities owned or controlled by General Growth
(including the Operating Partnership and the LLC as described below), unless the
context indicates otherwise. Proceeds from General Growth's April 15, 1993
initial public offering of common stock (the "Common Stock") 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 regional 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, which commenced operations on April
15, 1993.

As of March 31, 2001, the Company owned 100% of fifty-three regional shopping
centers (the "Wholly-Owned Centers"); 100% of the common stock of General Growth
Management, Inc. ("GGMI"); 50% of the stock of GGP/Homart, Inc. ("GGP/Homart"),
50% of the membership interest in GGP/Homart II L.L.C. ("GGP/Homart II"), 51% of
the stock of GGP Ivanhoe, Inc. ("GGP Ivanhoe"), 51% of the stock of GGP Ivanhoe
III, Inc. ("GGP Ivanhoe III") and 50% of Quail Springs Mall and Town East Mall
(collectively, the "Unconsolidated Real Estate Affiliates"). As of such date,
GGP/Homart owned interests in twenty-three shopping centers, GGP/Homart II owned
interests in eight shopping centers, GGP Ivanhoe owned 100% of two shopping
centers, and GGP Ivanhoe III owned 100% of eight shopping centers. Together, the
Wholly-Owned Centers and the centers owned by the Unconsolidated Real Estate
Affiliates comprise the "Company Portfolio" or the "Portfolio Centers".

Effective January 1, 2000, General Growth established a Dividend Reinvestment
and Stock Purchase Plan ("DRSP"). General Growth has reserved for issuance up to
1,000,000 shares of Common Stock for issuance under the DRSP. The DRSP will, in
general, allow participants in the plan to make purchases of Common Stock from
dividends received or additional cash investments. Although the purchase price
of the Common Stock will be determined by the current market price, the
purchases will be made without fees or commissions. General Growth will satisfy
DRSP Common Stock purchase needs through the issuance of new shares of Common
Stock or by repurchases of currently outstanding Common Stock. As of March 31,
2001, an aggregate of 32,072 shares of Common Stock have been issued under the
DRSP.

During May 2000, the Operating Partnership formed GGPLP L.L.C., a Delaware
limited liability company ("the LLC"), by contributing its interest in a
portfolio of 44 Wholly-Owned Centers to the LLC in exchange for all of the
common units of membership interest in the LLC. On May 25, 2000, a total of
700,000 redeemable preferred units of membership interest in the LLC (the
"RPUs") were issued to an institutional investor by the LLC, which yielded
approximately $170,625 in net proceeds to the Company. The net proceeds from the
sale of the RPUs were used to repay a portion of the Company's unsecured debt.
Holders of the RPUs are entitled to receive cumulative preferential cash
distributions per RPU (payable quarterly commencing July 15, 2000) at

                                    6 of 28
<PAGE>


                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)

a per annum rate of 8.95% of the $250 liquidation preference thereof (or
$5.59375 per quarter) prior to any distributions by the LLC to the Operating
Partnership. As of the date of this report, cumulative distributions of $13,922
representing preferential distributions from May 25, 2000 through April 15, 2001
have been paid. Subject to certain limitations, the RPUs may be redeemed in cash
by the LLC at any time on or after May 25, 2005 for the liquidation preference
amount plus accrued and unpaid distributions and may be exchanged by the holders
of the RPUs on or after May 25, 2010 for an equivalent amount of a newly created
series of redeemable preferred stock of General Growth. Such preferred stock
would provide for an equivalent 8.95% annual preferred distribution and would
also be redeemable by the Company for cash equal to the liquidation preference
amount plus accrued and unpaid distributions. The RPUs have been reflected in
the accompanying consolidated financial statements as a component of minority
interest at the current total liquidation preference amount of $175,000.

As of March 31, 2001, General Growth owned an approximate 73% general
partnership interest in the Operating Partnership (excluding its preferred units
of partnership interest as discussed below). The remaining approximate 27%
minority interest in the Operating Partnership is held by limited partners that
include trusts for the benefit of the families of the original stockholders who
initially owned and controlled the Company and subsequent contributors of
properties to the Company. These minority interests are represented by common
units of limited partnership interest in the Operating Partnership (the
"Units"). The Units can be redeemed for cash or, at General Growth's election
with certain restrictions, for shares of Common Stock on a one-for-one basis.
The holders of the Units also share equally with General Growth's common
stockholders on a per share basis in any distributions by the Operating
Partnership on the basis that one Unit is equivalent to one share of Common
Stock.

General Growth has issued 13,500,000 depositary shares, each representing 1/40
of a share of 7.25% Preferred Income Equity Redeemable Stock, Series A
("PIERS"),or a total of 337,500 PIERS. The PIERS are reflected on the
accompanying balance sheets at their $1,000 per share liquidation or redemption
value. In order to enable General Growth to comply with its obligations in
respect to the PIERS, General Growth owns preferred units of limited partnership
interest in the Operating Partnership (the "Preferred Units") which have rights,
preferences and other privileges, including distribution, liquidation,
conversion and redemption rights, that mirror those of the PIERS. Accordingly,
the Operating Partnership is required to make all required distributions on the
Preferred Units prior to any distribution of cash or assets to the holders of
the Units. At March 31, 2001, 100% of the Preferred Units (337,500) were owned
by General Growth.

On January 1, 2001, the Company acquired for nominal consideration 100% of the
common stock of GGMI. The results of operations of GGMI have been consolidated
in the accompanying financial statements as of and for the three months ended
March 31, 2001. This transaction was accounted for as a purchase. In connection
with the acquisition, the GGMI preferred stock owned by the Company was
cancelled and approximately $77,500 of the outstanding loans owed by GGMI to the
Company were contributed to the capital of GGMI. In addition, the Company and
GGMI concurrently terminated the management contracts for the Wholly-Owned
Centers as the management activities will be performed directly by the Company.
GGMI will continue to manage, lease, and perform various other services for the
Unconsolidated Centers and other properties owned by unaffiliated third parties.
During 2001, the Company elected that GGMI be treated as a taxable REIT
subsidiary (a "TRS") as permitted under the Tax Relief Extension Act of 1999.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of the
Company and the Operating Partnership consisting of the fifty-three Wholly-Owned
Centers (including those owned by the LLC), GGMI and the unconsolidated
investments in GGP/Homart, GGP/Homart II, GGP Ivanhoe, GGP Ivanhoe III, Quail

                                    7 of 28
<PAGE>


                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)

Springs Mall and Town East Mall. All significant inter-company balances and
transactions have been eliminated.

This preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions. These estimates and assumptions
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

In the opinion of management, all adjustments (consisting of normal recurring
adjustments) necessary for a fair statement of the financial position of the
Company as of March 31, 2001 and the results of operations for the three months
ended March 31, 2001 and 2000 and cash flows for the three months ended March
31, 2001 and 2000 have been included. The results for the interim periods ended
March 31, 2001 and 2000 are not necessarily indicative of the results to be
obtained for the full fiscal year.

Certain amounts in the 2000 consolidated financial statements have been
reclassified to conform to the 2001 presentation.

Earnings Per Share ("EPS")

Basic per share amounts are based on the weighted average of common shares
outstanding of 52,365,352 for 2001 and 51,918,470 for 2000. Diluted per share
amounts are based on the total number of weighted average common shares and
dilutive securities (stock options) outstanding of 52,444,296 for 2001 and
51,935,601 for 2000. However, certain options outstanding were not included in
the computation of diluted earnings per share either because the exercise price
of the stock options was higher than the average market price of the Common
Stock for the applicable periods and therefore, the effect would be anti-
dilutive or because the conditions which must be satisfied prior to the issuance
of any such shares were not achieved during the applicable periods. The effect
of the issuance of the PIERS is anti-dilutive with respect to the Company's
calculation of diluted earnings per share for the three months ended March 31,
2001 and 2000 and therefore has been excluded. The outstanding Units have also
been excluded from the Company's calculation of diluted earnings per share as
there would be no net effect on the reported EPS amounts since the minority
interests' share of income would also be added back to net income.

                                    8 of 28
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)

The following are the reconciliations of the numerators and denominators of the
basic and diluted EPS.

<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                                March 31,
                                                            2001        2000
                                                          --------    --------

     <S>                                                  <C>         <C>
     Numerators:
     Income before extraordinary item                     $ 30,071    $ 28,241
        Dividends on PIERS                                  (6,117)     (6,117)
                                                          --------    --------
        Income available to common stockholders before
          cumulative effect of accounting change -
          for basic and diluted EPS                         23,954      22,124
        Cumulative effect of accounting change              (3,334)          -
                                                          --------    --------
        Net income available to common
          stockholders - for basic and diluted EPS        $ 20,620    $ 22,124
                                                          ========    ========
        Denominators:
        Weighted average common shares
          outstanding (in thousands) - for basic EPS        52,365      51,918
        Effect of dilutive securities - options                 79          18
                                                          --------    --------
        Weighted average common shares
          outstanding (in thousands) - for diluted EPS      52,444      51,936
                                                          --------    --------
</TABLE>

Notes Receivable - Officers

As of March 31, 2001, certain officers of the Company were indebted to the
Company in the aggregate amount of $11,079 under promissory notes issued by such
officers in connection with their exercise of options to purchase an aggregate
of 465,000 shares of the Company's Common Stock, including approximately $1,629
advanced to an officer for the purchase of 55,000 shares of Common Stock in
2001. Subsequent to March 31, 2001 and as of the date of this report, the
Company has made an additional advance of approximately $599 in connection with
the exercise of options to purchase an aggregate of 20,000 shares of Common
Stock by an officer. In June 2000, a $1,120 loan was repaid by one of the
officers. Also in 2000, the Company forgave approximately $150 of other notes
receivable from an officer (previously reflected in prepaid expenses and other
assets). The notes, which bear interest at a rate computed as a formula of a
market rate, are collateralized by the shares of Common Stock issued upon
exercise of such stock options, provide for quarterly payments of interest and
are payable to the Company on demand.

Revenue Recognition

Minimum rent revenues are recognized on a straight-line basis over the term of
the related leases. Overage rents are recognized on an accrual basis once tenant
sales revenues exceed contractual tenant lease annual thresholds. 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 allowance for doubtful accounts against the portion of
accounts receivable which is estimated to be uncollectible. Such allowances are
reviewed periodically based upon the recovery experience of the Company.

                                    9 of 28
<PAGE>


                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)

Comprehensive Income

Comprehensive income is a more inclusive financial reporting methodology that
encompasses net income and all other changes in equity except those resulting
from investments by and distributions to equity holders. One item included in
comprehensive income but not net income is unrealized holding gains or losses on
marketable securities classified as available-for-sale. Although General Growth
and its consolidated affiliates do not have any material available-for-sale
securities, one of its unconsolidated affiliates received common stock of Simon
Property Group, Inc. as part of a 1998 transaction. Cumulative net holding
losses on such securities through December 31, 2000 were $1,537 and were
reflected as accumulated equity in other comprehensive loss of unconsolidated
affiliate. For the three months ended March 31, 2001 the Company increased its
carrying amount for its investment in such unconsolidated affiliate by $367 and
reflected $267 as other comprehensive gain, net of minority interest of $100, as
its equity in such unconsolidated affiliate's unrealized holding gain on such
securities. For the three months ended March 31, 2000 there were nominal holding
losses on such securities which have not been reflected.

Business Segment Information

The sole business of General Growth and its consolidated affiliates is owning
and operating shopping centers. General Growth evaluates operating results and
allocates resources on a property-by-property basis and does not distinguish nor
group its consolidated operations on a geographic basis. Accordingly, General
Growth has determined it has a single reportable segment for Statement 131
purposes. Further, all operations are within the United States and no customer
or tenant comprises more than 10% of consolidated revenues.

NOTE 2  PROPERTY ACQUISITIONS AND DEVELOPMENTS

2000

During September 1999, St. Cloud Funding, L.L.C., a wholly-owned subsidiary of
the Operating Partnership ("St. Cloud Funding"), agreed to advance approximately
$31,000 to an unaffiliated developer in the form of a second mortgage loan
(bearing interest at 15% per annum) collateralized by such developer's ownership
interest in Crossroads Center in St. Cloud (Minneapolis), Minnesota. The loan,
as subsequently amended, contained provisions which permitted or, under certain
circumstances and as elected by the borrower, required that, St. Cloud Mall
L.L.C., all of the interests of which are owned by the Company ("St. Cloud
Mall"), acquire the property. Pursuant to such provisions, on April 26, 2000,
St. Cloud Mall purchased the property at a price equal to approximately $2,000
plus the then outstanding balances of the first mortgage (approximately $46,600)
and St. Cloud Funding's second mortgage.

All acquisitions completed through March 31, 2001 were accounted for utilizing
the purchase method and accordingly, the results of operations are included in
the Company's results of operations from the respective dates of acquisition.

Developments

During 2000, the Company completed construction of Stonebriar Centre, owned by
GGP/Homart II, located in Frisco (Dallas), Texas. Construction had commenced in
October of 1999 and Stonebriar Centre opened as scheduled on August 4, 2000.

                                   10 of 28
<PAGE>


                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)

The Company has an ongoing program of renovations and expansions at its
properties including significant projects currently under construction at the
Park Mall in Tuscon, Arizona; Eden Prairie Mall in Eden Prairie (Minneapolis),
Minnesota; Mayfair Mall in Wauwatosa (Milwaukee), Wisconsin; The Crossroads in
Portage, Michigan; Knollwood Mall in St. Louis Park (Minneapolis), Minnesota;
and Southwest Plaza Mall in Littleton (Denver), Colorado. In addition, during
2000, the Company commenced construction of a private wide-area network to link
tenants and mall locations via the Internet. As of the date of this report, the
network is substantially complete and operational as the majority of the
Company's regional shopping centers are currently wired for such broadband
connectivity. Certain tenants are currently utilizing the network free of charge
during the testing phase.

During 1999, the Company formed a joint venture to develop a regional mall in
Westlake (Dallas), Texas. As of March 31, 2001, the Company has invested
approximately $14,953 (including land acquisition costs) in the joint venture.
In addition, the Company is currently obligated to fund pre-development costs
(estimated to be approximately $1,545, most of which has been incurred). Actual
development costs have not been determined at this time. The retail site, part
of a planned community which is expected to contain a resort hotel, a golf
course, luxury homes and corporate offices, is currently planned to contain up
to 1.6 million square feet of tenant space including up to six anchor stores and
a multi-screen theater. There can be no assurance that development of this site
will proceed beyond the pre-development phase.

The Company also is investigating certain other potential development sites,
including sites in Toledo, Ohio and West Des Moines, Iowa, but there can be no
assurance that development of these sites will proceed.

                                   11 of 28
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (Dollars in thousands, except for per share data)

NOTE 3  Investments in Unconsolidated Affiliates

GGP/Homart

The Company holds a 50% interest in GGP/Homart with the remaining ownership
interest held by New York State Common Retirement Fund ("NYSCRF"), the Company's
co-investor in GGP/Homart II (described below). At March 31, 2001, GGP/Homart
owned interests in twenty-three regional shopping malls, four of which were
owned jointly with venture partners. GGP/Homart has elected real estate
investment trust status for income tax purposes. The Company shares in the
profits and losses, cash flows and other matters relating to GGP/Homart in
accordance with its 50% ownership percentage. NYSCRF has an exchange right under
the GGP/Homart Stockholders Agreement which permits it to convert its ownership
interest in GGP/Homart to shares of Common Stock of General Growth. If such
exchange right is exercised, the Company may, at its election, alternatively
satisfy such exchange in cash.

GGP/Homart II

In November 1999, the Company, together with NYSCRF, formed GGP/Homart II, a
Delaware limited liability company which is owned equally by the Company and
NYSCRF. GGP/Homart II owns 100% interests in Stonebriar Centre in Frisco
(Dallas), Texas, Altamonte Mall in Altamonte Springs (Orlando), Florida, Natick
Mall in Natick (Boston), Massachusetts and Northbrook Court in Northbrook
(Chicago), Illinois, which were contributed to the joint venture by the Company;
and 100% interests in Alderwood Mall in Lynnwood (Seattle), Washington, Carolina
Place in Charlotte, North Carolina, and Montclair Plaza in Los Angeles,
California, which were contributed to the joint venture by NYSCRF. Certain of
the malls were contributed subject to existing financing in order to balance the
net equity values of the malls contributed by each of the venture partners.
Also, on March 22, 2001, GGP/Homart II purchased a 100% interest in Willowbrook
Mall in Houston, Texas for approximately $145,000. GGP/Homart II financed the
acquisition with a new $102,000 10-year mortgage loan bearing interest at 6.93%
per annum and approximately $43,000 in financing proceeds from a new mortgage
loan recently obtained which is collateralized by the Stonebriar Centre.
According to the membership agreement between the venture partners, the Company
and NYSCRF share in the profits and losses, cash flows and other matters
relating to GGP/Homart II in accordance with their respective 50% ownership
percentages.

GGP Ivanhoe III

GGP Ivanhoe III owns 100% interests in Landmark Mall in Alexandria, Virginia;
Mayfair Mall and adjacent office buildings in Wauwatosa (Milwaukee), Wisconsin;
Meadows Mall in Las Vegas, Nevada; Northgate Mall in Chattanooga, Tennessee;
Oglethorpe Mall in Savannah, Georgia; Park City Center in Lancaster,
Pennsylvania; Oak View Mall in Omaha, Nebraska; and Eastridge Shopping Mall in
San Jose, California. GGP Ivanhoe III, which has elected to be taxed as a REIT,
is owned 51% by the Company and 49% by an affiliate of Ivanhoe Cambridge of
Montreal, Quebec, Canada ("Ivanhoe"), which is also the Company's joint venture
partner in GGP Ivanhoe (described below). The Company and Ivanhoe share in the
profits and losses, cash flows and other matters relating to GGP Ivanhoe III in
accordance with their respective ownership percentages except that certain major
operating and capital decisions (as defined in the stockholders' agreement)
require the approval of both stockholders. Accordingly, the Company is
accounting for GGP Ivanhoe III using the equity method.

                                   12 of 28

<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)

GGP Ivanhoe

GGP Ivanhoe owns The Oaks Mall in Gainesville, Florida and Westroads Mall in
Omaha, Nebraska. The Company owns a 51% ownership interest in GGP Ivanhoe and
Ivanhoe owns the remaining 49% ownership interest. The terms of the
stockholder's agreement are similar to those of GGP Ivanhoe III.

Town East Mall / Quail Springs Mall

The Company owns a 50% interest in Town East Mall, located in Mesquite, Texas
and a 50% interest in Quail Springs Mall in Oklahoma City, Oklahoma. The Company
shares in the profits and losses, cash flows and other matters relating to Town
East Mall and Quail Springs Mall in accordance with its ownership percentage.

GGMI

On January 1, 2001, the Operating Partnership acquired 100% of the common stock
of GGMI as discussed in Note 1 and the operations, net assets and liabilities of
GGMI have been fully consolidated into the Company's consolidated financial
statements. During 2000, the Operating Partnership held all of the non-voting
preferred stock ownership interest in GGMI representing 95% of the equity
interest. Certain key current or former employees of the Company held the
remaining 5% equity interest through ownership of 100% of the common stock of
GGMI, which was entitled to all voting rights in GGMI. Accordingly, the Company
utilized the equity method to account for its ownership interest in GGMI in 2000
and prior years. GGMI could not distribute funds to its common stockholders
until its available cash flow exceeded all accumulated preferred dividends owed
to the preferred stockholder. As no preferred stock dividends had been paid by
GGMI, the Company had been allocated 100% of the earnings (loss) and cash flows
generated by GGMI since 1996. The Operating Partnership also had advanced funds
to GGMI at interest rates ranging from 8% to 14% per annum which were scheduled
to mature by 2016. Such loans were capitalized in 2001 as discussed above and in
Note 4. GGMI had managed, leased, and performed various other services for the
Portfolio Centers and other properties owned by unaffiliated parties.

Summarized Income Statement Information Of Unconsolidated Real Estate Affiliates
The following is summarized income statement information of Unconsolidated Real
Estate Affiliates of the Company for the three months ended March 31, 2001 and
2000.
<TABLE>
<CAPTION>

                                              Three Months  Ended
                                              March          March
                                              2001            2000
                                            ---------       --------
<S>                                         <C>             <C>
Total Revenues                               $152,502       $133,012
Operating expenses                             63,191         57,139
Depreciation and Amortization                  29,491         25,321
                                             --------       --------
     Operating Income                          59,820         50,552
Interest expense, net                         (37,401)       (33,834)
Equity in net income of unconsolidated
  real estate affiliates                          778          1,232
Gain (loss) on property sales                      10            183
Income allocated to minority interest               -            (88)
                                             --------       --------
     Net Income                              $ 23,207       $ 18,045
                                             ========       ========
</TABLE>

                                   13 of 28
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)

NOTE 4  MORTGAGE NOTES AND OTHER DEBT PAYABLE

Mortgage notes and other debt payable at March 31, 2001 and December 31, 2000
consisted of the following:

<TABLE>
<CAPTION>

                                     March 31, 2001     December 31, 2000
<S>                                  <C>                <C>
Fixed-Rate debt:
   Mortgage notes payable            $1,827,554         $1,832,783
Variable-Rate debt:
   Mortgage notes payable             1,183,188          1,146,343
   Credit Facility and bank loan        350,000            265,000
                                     ----------         ----------
   Total Variable-Rate debt           1,533,188          1,411,343
                                     ----------         ----------
   Total                             $3,360,742         $3,244,126
                                     ==========         ==========
</TABLE>

Fixed Rate Debt
Mortgage Notes Payable

Mortgage notes and other debt payable consist primarily of fixed rate
non-recourse notes collateralized by individual or groups of properties or
equipment.  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.

Variable Rate Debt
Mortgage Notes Payable

Variable mortgage notes payable consist primarily of the approximate $110,000
outstanding on the construction loan collateralized by Rivertown Crossings as
described below, approximately $130,000 of non-recourse financing collateralized
by a pool of six wholly-owned properties and approximately $855,688 of
collateralized mortgage-backed securities, as described below. The remaining
loans are generally short term in nature and bear interest at a rate per annum
equal to LIBOR (5.08% at March 31, 2001) plus 90 to 185 basis points. The
Company currently expects to retire or refinance such obligations when market
conditions are favorable or at maturity.

Commercial Mortgage-Backed Securities

In August 1999, the Company issued $500,000 of commercial mortgage-backed
securities, collateralized by the Ala Moana Center. The securities (the "Ala
Moana CMBS") are comprised of notes which bear interest at rates per annum
ranging from LIBOR plus 50 basis points to LIBOR plus 275 basis points (weighted
average equal to LIBOR plus 95 basis points), calculated and payable monthly. In
conjunction with the issuance of the Ala Moana CMBS, the Company arranged for an
interest rate cap agreement, the effect of which limits the maximum interest
rate the Company will be required to pay on the securities to 9% per annum.
Payments received pursuant to the interest rate cap agreement for the three
months ended March 31, 2001 were approximately $14, which were reflected as a
reduction in net interest expense.

                                   14 of 28
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)

In September 1999, the Company issued $700,229 of commercial mortgage backed
securities cross-collateralized and cross-defaulted by a portfolio of nine
regional malls and an office complex adjacent to one of the regional malls. The
securities (the "GGP-Ivanhoe CMBS") are comprised of notes which bear interest
at rates per annum ranging from LIBOR plus 52 basis points to LIBOR plus 325
basis points (weighted average equal to LIBOR plus approximately 109 basis
points), calculated and payable monthly. In conjunction with the issuance of the
GGP-Ivanhoe CMBS, the Company arranged for an interest rate cap agreement, the
effect of which limits the maximum interest rate the Company will be required to
pay on the securities to 9.03% per annum. Payments received pursuant to the
interest rate cap agreement for the three months ended March 31, 2001 were
approximately $60, which were reflected as a reduction in net interest expense.

Credit Facility

The Company's $200,000 unsecured revolving credit facility was originally
scheduled to mature on July 31, 2000. On June 23, 2000, the Company prepaid all
remaining outstanding principal amounts and terminated the Credit Facility. The
Credit Facility bore interest at a floating rate per annum equal to LIBOR plus
80 to 120 basis points depending upon the Company's leverage ratio. The Credit
Facility was subject to financial performance covenants including debt-to-market
capitalization, minimum earnings before interest, taxes, depreciation and
amortization ("EBITDA") ratios and minimum equity values.

As of July 31, 2000 the Company obtained a new unsecured revolving credit
facility (the "Revolver") in a maximum aggregate principal amount of $135,000
(increased to $160,000 in September 2000). At March 31, 2001 the outstanding
balance of the Revolver was $35,000. The Revolver has a maturity of July 31,
2003 and bears interest at a floating rate per annum equal to LIBOR plus 100 to
190 basis points, depending on the Company's average leverage ratio. The
Revolver is subject to financial performance covenants including debt to value
and net worth ratios, certain financial ratios and minimum equity values.

Interim Financing

In January 2000, the Company obtained a new $200,000 unsecured short-term bank
loan. The Company's initial draw under this loan was $120,000 in January 2000
and the remaining available amounts were fully drawn at June 30, 2000. Loan
proceeds were used to fund ongoing redevelopment projects and repay the
remaining balance of $83,000 on an interim loan obtained in September 1999. The
bank loan bore interest at a rate per annum of LIBOR plus 150 basis points and
was refinanced as of July 31, 2000 with the Revolver and the Term Loan described
below.

As of July 31, 2000, the Company obtained an unsecured bank term loan (the "Term
Loan") in a maximum principal amount of $100,000. As of March 31, 2001, the
maximum principal amount of the Term Loan had been increased to $230,000 and, as
of such date, all amounts available under the Term Loan were fully drawn. Term
Loan proceeds were used to fund ongoing redevelopment projects and repay a
portion of the remaining balance of the bank loan described in the paragraph
immediately above. The Term Loan has a maturity of July 31, 2003 and bears
interest at a rate per annum of LIBOR plus 100 to 170 basis points depending on
the Company's average leverage ratio.

In December 2000, the Company obtained an additional $20,000 mortgage loan
collateralized by the Valley Hills Mall. The new mortgage loan is payable
interest only until maturity at a rate of 7.91% per annum and matures in
February 2004.

                                   15 of 28

<PAGE>


                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)


In January 2001, GGMI borrowed $37,500 under a new revolving line of credit
obtained by GGMI and an affiliate, which is guaranteed by General Growth and the
Operating Partnership. The interest rate per annum with respect to any
borrowings varies from LIBOR plus 100 to 190 basis points depending on the
Company's average leverage ratio. This revolving line of credit matures in July
2003.

Construction Loan

During April 1999, the Company received $30,000 representing the initial loan
draw on a $110,000 construction loan facility. The facility is collateralized by
and provided financing for the RiverTown Crossings Mall development (including
outparcel development) in Grandville (Grand Rapids), Michigan. The construction
loan provides for periodic funding as construction and leasing continue and
currently bears interest at a rate per annum of LIBOR plus 150 basis points. As
of July 17, 2000 additional loan draws of approximately $80,000 had been made
and no further amounts are available under the construction loan facility.
Interest is due monthly. The loan matures on June 29, 2001 and the Company
currently intends to refinance the loan at or prior to maturity with a non-
recourse long-term mortgage loan.

Letters of Credit

As of March 31, 2001 and December 31, 2000, the Operating Partnership had
outstanding letters of credit of $10,863, primarily in connection with special
real estate assessments and insurance requirements. In addition, at March 31,
2001 the Company has a letter of credit of approximately $1,937 related to the
funding of the Ala Moana CMBS and pending construction projects at the Ala Moana
Center.

NOTE 5  DISTRIBUTIONS PAYABLE

The following is a chart of the previous common and preferred distributions for
the Company paid in 2000 and 2001. As described in Note 1, General Growth's
preferred stock dividends to its preferred stockholders were in the same amount
as the Operating Partnership's distributions to General Growth on the same dates
with respect to the Preferred Units held by General Growth.

<TABLE>
<CAPTION>
                             COMMON DISTRIBUTIONS
--------------------------------------------------------------------------------
                                                    General        Operating
                                                     Growth       Partnership
 Declaration   Amount per    Record    Payment    Stockholders  Limited Partners
    Date         Share        Date       Date        Amount          Amount
    ----         -----        ----       ----        ------          ------
<S>            <C>          <C>        <C>        <C>           <C>
  03/21/01       $0.53      04/06/01   04/30/01     $27,778         $10,373
  12/12/00        0.53      01/05/01   01/31/01      27,744          10,385
  09/19/00        0.51      10/05/00   10/31/00      26,596          10,046
  06/14/00        0.51      07/06/00   07/31/00      26,541          10,090
  03/22/00        0.51      04/06/00   04/28/00      26,483          10,101
  12/13/99        0.51      01/06/00   01/31/00      26,481          10,097
</TABLE>

                                   16 of 28
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)

<TABLE>
<CAPTION>

                        PREFERRED DISTRIBUTIONS
                   ---------------------------------
                     Record     Payment   Amount per
                      Date        Date      Share
                   -----------  --------  ----------
                   <S>          <C>          <C>
                   04/06/01     04/16/01    $0.4531
                   01/05/01     01/15/01     0.4531
                   10/05/00     10/31/00     0.4531
                   07/06/00     07/14/00     0.4531
                   04/06/00     04/14/00     0.4531
                   01/06/00     01/14/00     0.4531

</TABLE>

NOTE 6  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 material adverse effect on the
consolidated financial position, results of operations or liquidity of the
Company.

The Company periodically enters 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 of the project.

NOTE 7  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

On June 1, 1999 the FASB issued Statement No. 133 "Accounting for Derivative
Instruments and Hedging Activities" ("Statement 133"). FASB Statement No. 138
"Accounting for Derivative Instruments and Hedging Activities-An Amendment of
FASB Statement No 133" was issued in June 2000. Statement 133, as amended, is
effective for fiscal years beginning after June 15, 2000 as provided by FASB
Statement No. 137 issued in July 1999. The Company's only hedging activity is
the cash value hedge represented by its cap agreements relating to its
commercial mortgage-backed securities. The interest rate cap agreements place a
limit on the effective rate of interest the Company will bear on such floating
rate obligations. The Company has concluded that these cap agreements are highly
effective in achieving its objective of eliminating its exposure to variability
in cash flows relating to these floating rate obligations when LIBOR rates
exceed the strike rates of the cap agreements. However, Statement 133 also
requires that the Company fair value the cap agreements as of the end of each
reporting period. Interest rates have generally declined since the caps were
obtained. The Company adopted Statement 133 on January 1, 2001. In accordance
with the transition provisions of Statement 133, the Company recorded at January
1, 2001 a loss to earnings of $3,334 as a cumulative-effect type transition
adjustment to recognize at fair value the time-value portion of all the interest
rate cap agreements that were previously designated as part of a hedging
relationship. Included in the $3,334 loss is $704 relating to interest rate cap
agreements held by Unconsolidated Real Estate Affiliates. The Company also
recorded $112 to other comprehensive income at January 1, 2001 to reflect the
then fair value of the intrinsic portion of the interest rate cap agreements.
Subsequent changes in the fair value of these agreements will be reflected in
current earnings and accumulated other comprehensive income. As the remaining
time-value portion of the fair value of the cap agreements at January 1, 2001 is
not significant, any further decreases in the fair value of the cap agreements
which would be required to be reflected in current earnings are not expected to
be material.

In March 2000, the FASB issued Statement of Accounting Standards Interpretation
44, "Accounting for Certain Transactions Involving Stock Compensation"
("Interpretation 44"). Interpretation 44 is generally effective for new stock
option grants beginning July 1, 2000. However, the interpretive definition of an

                                   17 of 28

<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except for per share amounts)

employee applies to new awards granted after December 15, 1998. Further, the
FASB determined that any modifications to current accounting as a result of this
guidance are to be recorded prospectively, effective as of July 1, 2000. General
Growth has previously granted stock options to its employees, directors and to
employees of its then unconsolidated subsidiary, GGMI (which, as of January 1,
2001, became a consolidated subsidiary). Under the terms of the Interpretation,
any awards to GGMI employees are considered awards to non-employees. The Company
has applied the accounting mandated by Interpretation 44 as of July 1, 2000 with
no significant impact on the Company's consolidated financial position or
consolidated results of operations. Due to the acquisition of the common stock
of GGMI by the Operating Partnership on January 1, 2001, those individuals who
are employed by GGMI will be considered employees of General Growth for the
purposes of accounting for stock option grants in 2001 and subsequent years.

                                   18 of 28

<PAGE>


                        GENERAL GROWTH PROPERTIES, INC.
             (Dollars in thousands, except for per share amounts)


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 related Notes.

Forward-Looking Information

Certain 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 of
expectation. Words such as "expects", "anticipates", "intends", "plans",
"believes", "seeks", "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, changes in
retail rental rates in the Company's markets, shifts in customer demands, tenant
bankruptcies or store closures, changes in vacancy rates at the Company's
properties, 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), the ability to
obtain suitable equity and/or debt financing, and the continued availability of
financing in the amounts and on the terms necessary to support the Company's
future business.

Certain Information about the Company Portfolio

As of March 31, 2001, the Company owns 100% of the fifty-three Wholly-Owned
Centers, 100% of the stock of GGMI, 50% of the stock of GGP/Homart, 50% of the
membership interest in GGP/Homart II, 51% of the stock of GGP Ivanhoe, 51% of
the stock of GGP Ivanhoe III and 50% of Quail Springs Mall and Town East Mall.
GGP/Homart owns interests in twenty-three shopping centers, GGP/Homart II owns
interests in eight shopping centers, GGP Ivanhoe owns interests in two shopping
centers, and GGP Ivanhoe III owns interests in eight shopping centers.

On March 31, 2001, the Mall Store and Freestanding Store portions of the centers
in the Company Portfolio which were not undergoing redevelopment were
approximately 89.0% occupied as of such date, representing the same occupancy
percentage which existed on March 31, 2000 but representing a decrease in
occupancy percentage of 2% as compared to December 31, 2000. Minor occupancy
declines are typical of the usual retail

                                   19 of 28
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
             (Dollars in thousands, except for per share amounts)

cycle but have been larger in 2001 than in prior years due to the general
economic slowdown as described below.

Total annualized sales averaged $360 per square foot for the Company Portfolio
in the three months ended March 31, 2001. In the three months ended March 31,
2001, total Mall Store sales for the Company Portfolio increased by 7.5% over
the same period in 2000. Comparable Mall Store sales are sales of those tenants
that were open the previous 12 months. Therefore, comparable Mall Store sales in
the three months ended March 31, 2001 are of those tenants that were operating
in the three months ended March 31, 2000. Comparable mall store sales in the
three months ended March 31, 2001 increased by 2.6% over the same period in
2000.

The average Mall Store rent per square foot from leases that expired in the
three months ended March 31, 2001 was $27.40. The Company Portfolio benefited
from increasing rents inasmuch as the average Mall Store rent per square foot on
new and renewal leases executed during this same period was $34.01, or $6.61 per
square foot above the average for expiring leases. The following schedule shows
scheduled lease expirations over the next five years.

                               PORTFOLIO CENTERS
                      FIVE YEAR LEASE EXPIRATION SCHEDULE

<TABLE>
<CAPTION>
                                All Expirations                        Expirations at Share (1)
                    ---------------------------------------     ---------------------------------------
                     Base Rent        Footage      Rent/PSF      Base Rent        Footage      Rent/PSF
                    ------------     ---------     --------     ------------     ---------     --------
<S>                 <C>                <C>         <C>          <C>                <C>         <C>
Wholly Owned
     2001           $ 16,682,493       634,395      $26.30      $ 16,682,493       634,395      $26.30
     2002             24,348,650       911,849       26.70        24,348,650       911,849       26.70
     2003             26,292,144     1,037,987       25.33        26,292,144     1,037,987       25.33
     2004             21,730,852       836,328       25.98        21,730,852       836,328       25.98
     2005             32,167,183     1,108,067       29.03        32,167,183     1,108,067       29.03
                    ------------     ---------      ------      ------------     ---------      ------
Portfolio Total     $121,221,322     4,528,626      $26.77      $121,221,322     4,528,626      $26.77

Unconsolidated (2)
     2001           $ 19,410,277       682,872      $28.42      $ 10,038,593       357,640      $28.07
     2002             26,059,046       812,055       32.09        13,472,363       424,254       31.76
     2003             24,864,826       784,692       31.69        12,894,766       409,605       31.48
     2004             34,411,600     1,054,275       32.64        17,371,373       537,828       32.30
     2005             26,228,973       815,852       32.15        13,084,694       409,128       31.98
                    ------------     ---------      ------      ------------     ---------      ------
Portfolio Total     $130,974,722     4,149,746      $31.56      $ 66,861,789     2,138,455      $31.27

Grand Total         $252,196,044     8,678,372      $29.06      $188,083,111     6,667,081      $28.21
                    ============     =========      ======      ============     =========      ======
</TABLE>

     (1)  Expirations at share reflect the Company's direct or indirect
          ownership interest in a joint venture.

     (2)  Excludes the two malls managed by joint venture partners of GGP/Homart
          (Arrowhead Towne Center and Superstition Springs).

                                   20 of 28
<PAGE>


                        GENERAL GROWTH PROPERTIES, INC.
             (Dollars in thousands, except for per share amounts)


Company revenues are primarily derived from fixed minimum rents, overage rents
and recoveries of operating expenses from tenants. Inasmuch as the Company's
consolidated financial statements reflect the use of the equity method to
account for its investments in GGP/Homart, GGP/Homart II, GGP Ivanhoe, GGP
Ivanhoe III, Quail Springs Mall and Town East Mall, the discussion of results of
operations of the Company below relates primarily to the revenues and expenses
of the Wholly-Owned Centers and GGMI.

Results Of Operations of the Company
Three Months Ended March 31, 2001 and 2000

On January 1, 2001, the Company acquired all of the outstanding common stock of
GGMI and consolidated the results of GGMI's operations as described in Note 3.
GGMI's operations did not change significantly in 2001 as a result of the
acquisition but certain fees received from the Wholly-Owned Centers have been
eliminated. Comparable fees for the first three months of 2000 for joint venture
and third-party owned properties were reflected as a component of the Company's
equity in the net earnings from GGMI as GGMI was accounted for as an
unconsolidated subsidiary during 2000. For purposes of the following discussion
of the results of operations, the net effect of the GGMI acquisition will
reflect the effect of the consolidation of GGMI's operations due to the
acquisition in 2001. During April 2000, the Company purchased a 100% interest in
Crossroads Center. The Crossroads acquisition resulted in minor increases in
substantially all categories of consolidated revenues and expenses in the three
months ended March 31, 2001 as compared to the three months ended March 31,
2000.

Total revenues for the three months ended March 31, 2001 were $192.0 million,
which represents an increase of $29.5 million or approximately 18.15% from
$162.5 million in the three months ended March 31, 2000. The majority of the
increase was from the net effect of the GGMI acquisition. Minimum rent for the
three months ended March 31, 2001 increased by $10.1 million or 9.90% from
$102.0 million in the comparable period in 2000 to $112.1 million. The majority
of such increase in minimum rents was due to higher base rental rates on new and
renewal leases signed since first quarter of 2000 as compared to leases that
have expired. Expansion space and specialty leasing increases at the comparable
centers (properties owned for the entire time during the three months ended
March 31, 2000 and 2001) accounted for the remaining increase in minimum rents.
Fee and Other income increased by a net $15.2 million or 281.5% from $5.4
million to $20.6 million for the three months ended March 31, 2001. The increase
was generated by the acquisition of GGMI as described above and in Note 3.

Total expenses, including depreciation and amortization, increased by
approximately $21.8 million or 25.26%, from $86.3 million in the three months
ended March 31, 2000 to $108.1 million in the three months ended March 31, 2001.
For the three months ended March 31, 2001, property operating expenses increased
by $16.0 million or 39.60% from $40.4 million in 2000 to $56.4 million in the
first quarter of 2001, substantially all of which was attributable to the net
effect of the acquisition of GGMI. The remainder was due to increases in repairs
and maintenance and other operating costs at the comparable centers.
Depreciation and amortization increased by $5.6 million or 19.08% over the same
period in 2001. The majority of the increase in depreciation and amortization
was generated by the net effect of the acquisition of GGMI. Management fees to
affiliates were zero in 2001, a reduction of approximately $2.3 million from the
same period in 2000 due to the elimination of fees charged by GGMI to the
Wholly-Owned Centers.

Net interest expense for the three months ended March 31, 2001 was $52.0
million, an increase of $4.0 million or 8.33% from $48.0 million in the three
months ended March 31, 2000. The net effect of the acquisition of GGMI was
responsible for approximately $3.2 million of the increase. The remainder was
due to increased debt and interest rates at the comparable centers.

                                   21 of 28
<PAGE>


                        GENERAL GROWTH PROPERTIES, INC.
             (Dollars in thousands, except for per share amounts)


Equity in net income of unconsolidated affiliates in the three months ended
March 31, 2001 increased by approximately $1.3 million to earnings of $9.8
million in 2001, from $8.5 million in the three months ended March 31, 2000. The
Company's equity in the earnings of GGP Ivanhoe III increased approximately $1
million, primarily due to increases in minimum rents, tenant recoveries and
specialty leasing revenues at the properties. The Company's equity in the
earnings of GGP/Homart II resulted in an increase in earnings of approximately
$1.2 million for the three months ended March 31, 2001 primarily due to
increases in the operations of comparable centers and the opening of Stonebriar
Centre in August 2000. These increases were partially offset by the Company's
equity in the earnings of GGMI of approximately $.7 million in 2000 that has
been included in the consolidated results of operations in 2001 due to the GGMI
acquisition.

Liquidity and Capital Resources of the Company

As of March 31, 2001, the Company held approximately $22.1 million of
unrestricted cash and cash equivalents. The Company uses operating cash flow as
the principal source of internal funding for short-term liquidity and capital
needs such as tenant construction allowances and minor improvements made to
individual properties that are not recoverable through common area maintenance
charges to tenants. External funding alternatives for longer-term liquidity
needs such as acquisitions, new development, expansions and major renovation
programs at individual centers include construction loans, mini-permanent loans,
long-term project financing, joint venture financing with institutional
partners, additional Operating Partnership level or Company level equity
investments, unsecured Company level debt or secured loans collateralized by
individual shopping centers. In addition, the Company has access to the public
equity and debt markets through a currently effective shelf registration
statement under which up to $329.2 million in equity or debt securities may be
issued from time to time. The Company also has a revolving credit facility and
term loans (Note 4) under which approximately $265 million had been borrowed as
of March 31, 2001 which loans mature on July 31, 2003. The Company currently
anticipates it will be able to increase, if necessary, the aggregate principal
amounts available to be borrowed under such facilities from an aggregate of $390
million as of the date of this report to $650 million. Finally, GGMI obtained a
revolving line of credit in 2001 under which approximately $37.5 million (with
an additional $32.5 million available under certain conditions) had been
borrowed as of March 31, 2001.

                                   22 of 28
<PAGE>


                        GENERAL GROWTH PROPERTIES, INC.
            (Dollars in thousands, except for per share amounts)


At March 31, 2001, the Company had direct or indirect ("pro rata") mortgage and
other debt of approximately $4,724,224. The following table reflects the
maturity dates of the Company's pro rata debt and the related interest rates.

                            COMPANY PORTFOLIO DEBT
            MATURITY AND CURRENT AVERAGE INTEREST RATE SUMMARY (a)
                             AS OF MARCH 31, 2001
                             --------------------
<TABLE>
<CAPTION>

(Dollars in Thousands)

                                    Unconsolidated
             Wholly-Owned            Joint Venture            Company
               Centers              Properties (b)         Portfolio Debt
             ------------           ---------------        --------------
                         Average                 Average                 Average
              Maturing   Interest    Maturing   Interest    Maturing    Interest
Year           Amount     Rate(c)     Amount     Rate(c)     Amount      Rate(c)
----         ----------  --------   ----------  --------   -----------  --------
<S>          <C>         <C>        <C>         <C>        <C>          <C>
2001          $  240,000      6.98%  $   98,054      6.71%   $  338,054      6.90%
2002              95,847      7.21%     178,200      6.99%      274,047      7.07%
2003             387,500      6.87%     473,149      6.38%      860,649      6.60%
2004           1,130,782      6.45%     200,672      6.38%    1,331,454      6.44%
2005              38,549      7.91%           -      0.00%       38,549      7.91%
Subsequent    $1,468,064      7.11%     413,407      7.33%    1,881,471      7.16%
              ----------      ----   ----------      ----    ----------      ----

Total         $3,360,742      6.86%  $1,363,482      6.77%   $4,724,224      6.83%
              ==========      ====   ==========      ====    ==========      ====

Floating      $1,533,188      6.54%  $  627,796      6.27%   $2,160,984      6.46%
Fixed Rate     1,827,554      7.12%     735,686      7.20%    2,563,240      7.14%
              ----------      ----   ----------      ----    ----------      ----

Total         $3,360,742      6.86%  $1,363,482      6.77%   $4,724,224      6.83%
              ==========      ====   ==========      ====    ==========      ====
</TABLE>
(a) Excludes principal amortization.

(b) Unconsolidated Joint Venture properties debt reflects the Company's share of
    debt (based on its respective equity ownership interests in the
    Unconsolidated Joint Ventures) relating to the properties owned by the
    Unconsolidated Joint Ventures.
(c) As of March 31, 2001.

                                   23 of 28
<PAGE>


                        GENERAL GROWTH PROPERTIES, INC.
             (Dollars in thousands, except for per share amounts)


A portion of the debt bearing interest at variable rates is subject to interest
rate cap agreements. Reference is made to Note 4 and Item 3 below for additional
information regarding the Company's debt and the potential impact on the Company
of interest rate fluctuations.

The following summarizes certain significant investment and financing
transactions currently planned or completed since December 31,2000:

In January 2001, GGMI borrowed $37.5 million under a new revolving line of
credit obtained by GGMI and an affiliate, which is guaranteed by General Growth
and the Operating Partnership. The interest rate per annum with respect to
borrowings under the line of credit varies from LIBOR plus 100 to 190 basis
points depending on the Company's average leverage ratio. This revolving line of
credit matures in July 2003.

During March 2001, an affiliate of GGP/Homart II closed on a new $125 million
mortgage loan collateralized by Stonebriar Centre. The new loan bears interest
at LIBOR plus 75 basis points per annum and matures October 2003 (assuming all
extension options available are exercised). Approximately $80 million of the
proceeds was advanced to GGP/Homart at March 31, 2001 to paydown other
GGP/Homart mortgage debt and the majority of the remainder was utilized to fund
the purchase of the Willowbrook Mall in Houston, Texas as discussed in Note 3.

In March 2001, the Company obtained a $115 million mortgage loan collateralized
by Capital Mall, Greenwood Mall, and Gateway Mall. The new mortgage loan
requires monthly payments of principal and interest at a rate of 7.28% per annum
and matures in April 2011.

As of March 31, 2001, approximately $240 million of the Company's debt is
scheduled to mature during the remainder of 2001. Although final agreements to
refinance all such loan amounts have not yet been reached, the Company
anticipates that all of its debt will be repaid on a timely basis. Other than as
described above or in conjunction with possible future acquisitions, there are
no current plans to incur additional debt, increase the amounts available under
the Revolver or Term Loans or raise equity capital. If additional capital is
required, the Company believes that it can increase the amounts available under
the Revolver or Term Loans, obtain an interim bank loan, obtain additional
mortgage financing on under-leveraged assets, enter into new joint venture
partnership arrangements or raise additional debt or equity capital. However,
there can be no assurance that the Company can obtain such financing on
satisfactory terms. The Company will continue to monitor its capital structure,
investigate potential investments or joint venture arrangements and purchase
additional properties if they can be acquired and financed on terms that the
Company reasonably believes will enhance long-term stockholder value. When
property operating cash flow has been increased, the Company anticipates the
refinancing of portions of its long-term floating rate debt with pooled or
property-specific non-recourse fixed-rate or floating-rate mortgage financing.
Accordingly, the Company anticipates that up to approximately $1,500 million of
collateralized floating rate debt may be replaced in the remainder of 2001 with
new floating rate or long-term fixed rate mortgage financing.

Net cash provided by operating activities was $40.1 million in the first three
months of 2001, a decrease of $16.8 million from $56.9 million in the same
period in 2000, primarily due to an overall reduction in accounts payable at the
comparable centers.

Net cash used by investing activities was $113 million in the first three months
of 2001 compared to $92.1 million of cash used in the first three months of
2000. Cash flows from investing activities was impacted by the higher volume of
development and improvement activity for the consolidated real estate properties
in the first three months of 2001 as compared to the first three months in 2000
as more further described in Note 2.

                                   24 of 28
<PAGE>


                        GENERAL GROWTH PROPERTIES, INC.
             (Dollars in thousands, except for per share amounts)


Financing activities contributed cash of $67.8 million in the first three months
of 2001, compared to a source of cash of $31.1 million in 2000. A major
contributing factor to the variance in the cash provided from financing activity
is that financing from mortgages and other debt, net of repayments of principal
on mortgage debt, had a positive impact of $116.6 million in the first three
months of 2001 versus a positive impact of $73.3 million in the first three
months of 2000. The additional financing in 2001 was used to fund the
developments and redevelopment of real estate discussed above and in Note 2.

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 90% 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 overage 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 distributions of operating cash flow generated by the Unconsolidated Real
Estate Affiliates, less oversight costs and debt service on additional loans
that have been or will be incurred. 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 expenses, fund operating costs and
interest payments and allow distributions to the Company's preferred and common
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.

During 2000 and the three months ended March 31, 2001 the retail sector was
experiencing declining growth and certain portions of the retail economy have
been in decline. Such reversals or reductions in the retail market adversely
impacts the Company as demand for leasable space is reduced and rents computed
as a percentage of tenant sales declines. In addition, a number of local,
regional and national retailers, including tenants of the Company, have filed
for bankruptcy protection during the last few years. Most of the bankrupt
retailers reorganized their operations and/or sold stores to stronger operators.
Although some leases were terminated pursuant to the lease cancellation rights
afforded by the bankruptcy laws, the impact on Company earnings was negligible.
Over the last three years, the provision for doubtful accounts has averaged only
$3.0 million per year, which represents less than 1% of average total revenues
of $579.2 million. In addition, the Company to date has generally been
successful in finding new uses or tenants for retail locations that are vacated
either as a result of voluntary store closing or bankruptcy proceedings.
Therefore, the Company does not expect these events to have a material impact on
its consolidated financial results of operations.

The Internet and electronic retailing are growing at significant rates. Although
the amount of retail sales conducted solely via the Internet is expected to rise
in the future, the Company believes that traditional retailing and "e-tailing"
will converge such that the regional mall will continue to be a vital part of
the overall mix of shopping alternatives for the consumer.

In order to enhance the value and competitiveness of its properties through
technology, the Company has implemented an integrated broadband distribution
system that provides tenants at its properties with a private wide-area network
as well as supporting applications and equipment (the "Broadband System"), to
link tenants and mall locations via the Internet. The Broadband System has been
installed and is currently operational at substantially all of its properties as
more fully discussed in Note 2.

                                   25 of 28
<PAGE>


                        GENERAL GROWTH PROPERTIES, INC.
             (Dollars in thousands, except for per share amounts)


Recently Issued Accounting Pronouncements

As more fully described in Note 7, 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 annual reported operations
due to the application of such new statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has not entered into any transactions using derivative commodity
instruments. The Company is subject to market risk associated with changes in
interest rates. Interest rate exposure is principally limited to the $1,533
million of debt of the Company outstanding at March 31, 2001 that is priced at
interest rates that float with the market. However, approximately $858 million
of such floating rate consolidated debt is comprised of commercial mortgage-
backed securities which are subject to interest rate cap agreements, the effect
of which is to limit the interest rate the Company would be required to pay on
such debt to no more than approximately 9% per annum. Therefore, a 25 basis
point movement in the interest rate on the floating rate debt would result in an
approximately $3.83 million annualized increase or decrease in interest expense
and cash flows. The remaining debt is fixed rate debt. The Company has an
ongoing program of refinancing its floating and fixed rate debt and believes
that this program allows it to vary its ratio of fixed to floating rate debt and
to stagger its debt maturities to respond to changing market rate conditions.
Reference is made to Item 2 above and Note 4 for additional debt information.

                                   26 of 28
<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
             (Dollars in thousands, except for per share amounts)

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits - See Exhibit Index
     (b), (c) Reports on Form 8-K and proforma information

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

                                   27 of 28

<PAGE>

                        GENERAL GROWTH PROPERTIES, INC.
             (Dollars in thousands, except for per share amounts)

                                   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 10, 2001         by: /s/  Bernard Freibaum
                                  ------------------------------------------
                                  Bernard Freibaum
                                  Executive Vice President and Chief Financial
                                  Officer (Principal Accounting Officer)


                                   28 of 28
<PAGE>

EXHIBIT  INDEX

  2(a) Purchase and Sale Agreement dated as of May 3, 1999, among D/E Hawaii
Joint Venture, GGP Limited Partnership and General Growth Properties, Inc. (17)

  2(b) Agreement of Purchase and Sale, dated as of July 27, 1999, among Oak View
Mall Corporation, a Delaware corporation, and Oak View Mall, L.L.C., a Delaware
limited liability company. (18)

  2(c) Agreement of Purchase and Sale, dated as of July 22, 1999 between General
Growth Properties, Inc., a Delaware corporation (the "Company"), and RREEF USA
Fund-III, a California group trust. (18)

  2(d) Operating Agreement, dated November 10, 1999, between GGP Limited
Partnership, a Delaware limited partnership, The Comptroller of the State of New
York as Trustee of the Common Retirement Fund ("NYSCRF"), and GGP/Homart II
L.L.C. a Delaware limited liability company ("GGP/ Homart II"). (18)

  2(e) Contribution Agreement dated November 10, 1999, by and between GGP
Limited Partnership, a Delaware limited partnership (the "Operating
Partnership"), and GGP/Homart II (Altamonte Mall). (19)

  2(f8) Contribution Agreement dated November 10, 1999, by and between the
Operating Partnership and GGP/Homart II (Northbrook Court). (19)

  2(g) Contribution Agreement dated November 10, 1999, by and between the
Operating Partnership and GGP/Homart II (Natick Trust). (19)

  2(h) Contribution Agreement dated November 10, 1999, by and between the
Operating Partnership and GGP/Homart II (Stonebriar Centre). (19)

  2(i) Contribution Agreement dated November 10, 1999, by and between NYSCRF and
GGP/Homart II (Carolina Place). (19)

  2(j) Contribution Agreement dated November 10, 1999, by and between NYSCRF and
GGP/Homart II (Alderwood Mall). (19)

  2(k) Contribution Agreement dated November 10, 1999, by and between NYSCRF and
GGP/Homart II (Montclair Plaza). (19)

  2(l) Contribution Agreement, dated February 1, 2000, by and between General
Growth Companies, Inc. and GGP Limited Partnership. (20)

  2(m) Purchase and Sale Agreement dated as of March 15, 2000 by and between
Crossroads Shopping Center Trust and St. Cloud Mall L.L.C. (21)

  2(n) Purchase Agreement dated May 25, 2000 among General Growth Properties,
Inc., GGP Limited Partnership, GGPLP L.L.C. and Goldman Sachs 2000 Exchange
Place Fund, L.P. (23)

  3(a) Amended and Restated Certificate of Incorporation of the Company. (2)

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


<PAGE>

  3(c) Amendment to Amended and Restated Certificate of Incorporation of the
Company filed on December 21, 1995.(6)

  3(d) Amendment to Amended and Restated Certificate of Incorporation of the
Company filed on May 20, 1997.(10)

  3(e) Amendment to Second Amendment and Restated Certificate of Incorporation
of the Company filed on May 17, 1999. (17)

  3(f) Bylaws of the Company.(3)

  3(g) Amendment to Bylaws of the Company.(3)

  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.(5)

  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.(1)

  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.(8)

  4(d) Redemption Rights Agreement dated October 23, 1997, among GGPI, GGPLP and
Peter Leibowits.(10)

  4(e) Form of Indenture.(7)

  4(f) Certificate of Designations, Preferences and Rights of 7.25% Preferred
Equity Redeemable Stock, Series A. (14)

  4(g) Amendment to Certificate of Designations, Preferences and Rights of 7.25%
Preferred Income Equity Redeemable Stock, Series A of General Growth Properties,
Inc. filed on May 17, 1999. (17)

  4(h) Redemption Rights Agreement dated April 2, 1998, among GGP Limited
Partnership, General Growth Properties, Inc. and Southwest Properties Venture.
(11)

  4(i) Indenture and Servicing Agreement dated as of November 25, 1997, among
the Issuers named therein, LaSalle National Bank, as Trustee, and Midland Loan
Services, L.P., as Servicer (the "Indenture Agreement"). (12)

  4(j) Form of Note pursuant to the Indenture Agreement. (12)

  4(k) Mortgage, Deed of Trust, Security Agreement, Assignment of Leases and
Rents, Fixture Filing and Financing Statement, date and effective as of November
25, 1997, among the Issuers, the Trustee and the Deed Trustees named therein.
(12)


<PAGE>

  4(l) Rights Agreement, dated November 18, 1998, between General Growth
Properties, Inc. and Norwest Bank Minnesota, N.A., as Rights Agent (including
the Form of Certificate of Designation of Series A Junior Participating
Preferred Stock attached thereto as Exhibit A, the Form of Right Certificate
attached Preferred Stock attached thereto as Exhibit C). (15)

  4(m) Form of Common Stock Certificate. (16)

  4(n) First Amendment to Rights Agreement, dated as of November 10,1999,
between the Company and Norwest Bank, Minnesota, N.A. (18)

  4(o) Letter Agreement concerning Rights Agreement, dated November 10, 1999,
between the Operating Partnership and NYSCRF. (18)

  4(p) Certificate of Designations, Preferences and Rights of 8.95% Cumulative
Redeemable Preferred Stock, Series B. (22)

  10(a) Second Amended and Restated Agreement of Limited Partnership of the
Operating Partnership. (13)

  10(b) Rights Agreement between the Company and the Limited Partners of the
Operating Partnership. (4)

  10(c) General Growth Properties, Inc. 1993 Stock Incentive Plan, as
amended.(9)

  10(d) Form of Amended and Restated Agreement of Partnership for each of the
Property Partnerships.(2)

  10(e) Form of Indemnification Agreement between the Operating Partnership,
Martin Bucksbaum, Matthew Bucksbaum, Mall Investment L.P. and M. Bucksbaum
Company. (2)

  10(f)  Form of Registration Rights Agreement between the Company and the
Bucksbaums. (2)

  10(g)  Form of Registration Rights Agreement between the Company and certain
trustees for the IBM Retirement Plan. (2)

  10(h) Form of Incidental Registration Rights Agreement between the Company,
Equitable, Frank Russell and Wells Fargo.(2)

  10(i) Form of Letter Agreements restricting sale of certain shares of Common
Stock.(2)

  10(j)* Letter Agreement dated October 14, 1993, between the Company and
Bernard Freibaum.(4)

  10(k)* Form of Option Agreement between the Company and certain Executive
Officers.(8)

  10(l)* General Growth Properties, Inc. 1998 Incentive Stock Plan.(16)

  10(m) Amended and Restated Operating Agreement of GGPLP L.L.C. dated as of May
25, 2000. (22)

  10(n) Registration Rights Agreement dated May 25, 2000 between General Growth
Properties, Inc. and Goldman Sachs 2000 Exchange Place Fund, L.P. (23)


<PAGE>


     10(o) Term Loan Agreement, dated as of July 31, 2000, among the Operating
Partnership and GGPLP L.L.C. (collectively "Borrower"), Bankers Trust Company
("BT") and Lehman Commercial Paper Inc. ("Lehman"). (24)

     10(p) Promissory Note dated July 31, 2000 made by Borrower in favor
of BT. (24)

     10(q) Promissory Note dated July 31, 2000 made by Borrower in favor of
Lehman. (24)

     10(r) Joinder Agreement, dated as of September 1, 2000, between Bayerische
Hypo-Und Vereinsbank AG, New York Branch ("Hypo") and Borrower. (24)

     10(s) Promissory Note dated September 1, 2000 made by Borrower in favor of
Hypo. (24)

     10(t) Joinder Agreement, dated as of September 22, 2000, between Fleet
National Bank ("Fleet") and Borrower. (24)

     10(u) Promissory Note dated September 22, 2000 made by Borrower in favor of
Fleet. (24)

     10(v) First Amendment to Term Loan Agreement, dated as of September 22,
2000, among Borrower and BT, Lehman, Hypo and Fleet. (24)

     10(w) Lender Addendum, dated as of October 20, 2000, between Lehman,
Borrower and BT. (24)

     10(x) Replacement Note dated October 20, 2000 made by Borrower in favor of
Lehman. (24)

     10(y) Joinder Agreement, dated as of December 28, 2000, between The Chase
Manhattan Bank ("Chase"), Borrower, BT and Lehman. (24)

     10(z) Promissory Note dated December 28, 2000 made by Borrower in favor of
Chase. (24)

     10(aa) Second Amendment to Term Loan Agreement, dated as of December 28,
2000, among Borrower and BT, Lehman, Fleet and Chase. (24)

     10(bb) Revolving Credit Agreement, dated as of July 31, 2000, among
Borrower, Bank of America, N.A. ("BofA") Dresdner Bank, AG ("Dresdner"), and
U.S. Bank National Association ("USB"). (24)

     10(cc) Promissory Note dated July 31, 2000 made by Borrower in favor of
BofA. (24)

     10(dd) Promissory Note dated July 31, 2000 made by Borrower in favor of
Dresdner. (24)

     10(ee) Promissory Note dated July 31, 2000 made by Borrower in favor of
USB. (24)

     10(ff) Joinder to Revolving Credit Agreement, dated as of September 1,
2000, among Hypo, Borrower, BofA, Dresdner and USB. (24)

     10(gg) Promissory Note dated September 1, 2000 made by Borrower in favor of
Hypo. (24)

     10(hh) Revolving Credit Agreement, dated as of January 30, 2001, among
General Growth Management, Inc. and GGPLP L.L.C. (collectively, "Borrower"),
BofA, USB, and LaSalle Bank National Association ("LaSalle").

     10(ii) Promissory Note dated January 30, 2001 made by Borrower in favor of
BofA.
<PAGE>


     10(jj) Promissory Note dated January 30, 2001 made by Borrower in favor
of USB.

     10(kk) Promissory Note dated January 30, 2001 made by Borrower in favor
of LaSalle.

     (*) 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 3, 1996, incorporated herein by reference.

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

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

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

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

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

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

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

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

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

     (11) Previously filed as an exhibit to the Company's current report on
Form 8-K dated May 26, 1998, incorporated herein by reference.

     (12) Previously filed as an exhibit to the Company's current report on
Form 8-K/A dated June 2, 1998, incorporated herein by reference.

     (13) Previously filed as an exhibit to the Company's current report on
Form 10-Q dated May 14, 1998, as amended May 21, 1998, incorporated herein by
reference.

     (14) Previously filed as an exhibit to the Company's current report on
Form 8-K dated August 7, 1998, incorporated herein by reference.

     (15) Previously filed as an exhibit to the Company's current report on
Form 8-K, dated November 18, 1998, incorporated herein by reference.
<PAGE>


     (16) Previously filed as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 1998, incorporated herein by
reference.

     (17) Previously filed as an exhibit to the Company's Current Report on
Form 8-K, dated July 12, 1999, incorporated herein by reference.

     (18) Previously filed as an exhibit to the Company's Current Report on
Form 8-K, dated November 23, 1999, incorporated herein by reference.

     (19) Previously filed as an exhibit to the Company's Current Report on
Form 8-K/A, dated January 11, 2000, incorporated herein by reference.

     (20) Previously filed as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 1999, incorporated herein by
reference.

     (21) Previously filed as an exhibit to the Company's Current Report on
Form 8-K, dated May 9, 2000, incorporated herein by reference.

     (22) Previously filed as an exhibit to the Company's Current Report on
Form 8-K, dated June 13, 2000, incorporated herein by reference.

     (23) Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q dated August 9, 2000, incorporated herein by reference.

     (24) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended December 31, 2000, incorporated herein by reference.