<PAGE>   1

                                      
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                      
   
                                  FORM 10-Q/A
    
                                      
           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
                                      
              For the quarterly period ended September 30, 1997
                                      
                                      
                        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)


                     55 W. Monroe St., Chicago, IL 60603
                     -----------------------------------
             (Address of principal executive offices, Zip Code)

                               (312) 551-5000
                               --------------
            (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 November
14, 1997 was 35,665,956.




                                   1 of 18
<PAGE>   2
                                      
                                      
                       GENERAL GROWTH PROPERTIES, INC.
                                      
                                    INDEX


<TABLE>
<CAPTION>

PART I   FINANCIAL INFORMATION                                                  PAGE
                                                                               NUMBER
                                                                               ------
<S>      <C>                                                                   <C>
         Item 1:  Financial Statements

         Consolidated Balance Sheets
         as of September 30, 1997 and December 31, 1996 .........................  3

         Consolidated Statements of Operations for the three and
         nine months ended September 30, 1997 and 1996...........................  4

         Consolidated Statements of Cash Flows
         for the nine months ended September 30, 1997 and 1996...................  5

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

         Item 2:  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations.................. 14

         Company Portfolio Results and Funds from Operations..................... 16

         Reconciliation of Company Net Income to Operating Partnership Funds from
         Operations for the three and nine months ended September 30, 1997 and
         1996.................................................................... 18

         Reconciliation of Net Income to Funds from Operations for the three
         months ended September 30, 1997......................................... 19

         Reconciliation of Net Income to Funds from Operations for the nine
         months ended September 30, 1997......................................... 20

         Other Portfolio Data for the nine months ended
         September 30, 1997...................................................... 21

         Management's Discussion and Analysis of Homart Portfolio Funds from
         Operations.............................................................. 22

         Reconciliation of GGP/Homart Net Income to GGP/Homart Funds from
         Operations for the three and nine months ended
         September 30, 1997 and 1996............................................. 24

         General Growth Management, Inc. Statement of Operations for the three
         and nine months ended September 30, 1997................................ 25

         Liquidity and Capital Resources of the Company.......................... 26

PART II  OTHER INFORMATION
         Item 2:  Changes in Securities.......................................... 27

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

         SIGNATURE............................................................... 27

</TABLE>

                                       
                                       
                                    2 of 18
                                       
                                       


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




                        GENERAL GROWTH PROPERTIES, INC.
                          CONSOLIDATED BALANCE SHEETS
             SEPTEMBER 30, 1997 AND DECEMBER 31, 1996 (UNAUDITED)
               (Dollars in thousands, except for share amounts)
<TABLE>
<CAPTION>
                                                              ASSETS
                                                                                     SEPTEMBER 30,        DECEMBER 31,
                                                                                          1997                1996    
                                                                                    --------------       --------------
<S>                                                                                 <C>                   <C>     
Investment in real estate:                                                         
   Land                                                                             $      190,415       $      173,263
   Buildings and equipment                                                               1,551,803            1,337,366
   Less accumulated depreciation                                                          (221,783)            (188,744)
   Developments in progress                                                                 57,123               44,439
                                                                                    --------------       --------------
      Net property and equipment                                                         1,577,558            1,366,324
   Investment in CenterMark                                                                    -                 64,769
   Investment in GGP/Homart                                                                201,886              193,270
   Investment in Property Joint Ventures                                                    88,531               15,077
                                                                                    --------------       --------------
      Net investment in real estate                                                      1,867,975            1,639,440
Cash and cash equivalents                                                                    6,121               15,947
Tenant accounts receivable, net                                                             29,804               25,384
Deferred expenses, net                                                                      34,326               30,078
Investment in and note receivable from General Growth                                                     
   Management, Inc.                                                                         61,575               37,737
Prepaid and other assets                                                                    44,589                9,131
                                                                                    --------------       --------------
                                                                                    $    2,044,390       $    1,757,717
                                                                                    ==============       ==============
                                               LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgage notes payable                                                              $    1,237,137       $    1,168,522
Notes and contracts payable                                                                    804                  971
Distributions payable                                                                       24,267               20,744
Accounts payable and accrued expenses                                                       36,017               44,836
                                                                                    --------------       --------------
                                                                                         1,298,225            1,235,073
                                                                                    --------------       --------------
Minority interest in Operating Partnership                                                 252,669              192,377
                                                                                    --------------       --------------
Commitments and contingencies                                                                             
Stockholders' equity:                                                                                     
   Preferred stock, $100 par value; 5,000,000 shares authorized;                                          
      none issued                                                                                         
   Common stock; $.10 par value; 210,000,000 shares authorized;                                           
      35,753,708 shares issued and 35,665,956 outstanding                                                 
          (30,789,185 as of 12/31/96)                                                        3,575                3,079
   Additional paid-in capital                                                              762,183              595,628
   Retained earnings (deficit)                                                            (269,304)            (268,440)
   Treasury stock; 87,752 shares held                                                       (2,958)                 -
                                                                                    --------------       --------------
      Total stockholders' equity                                                           493,496              330,267
                                                                                    --------------       --------------
                                                                                    $    2,044,390       $    1,757,717
                                                                                    ==============       ==============
</TABLE>

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

                                   3 of 18
<PAGE>   4
                        GENERAL GROWTH PROPERTIES, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
        FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                  (UNAUDITED)
                (Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                             Three Months Ended                         Nine Months Ended
                                                                September 30,                              September 30,
                                                           1997                1996                  1997                 1996
                                                      -------------       -------------          ------------       -------------
<S>                                                   <C>                <C>                     <C>                <C>
Revenues:                                                                                           
  Minimum rents                                       $      43,405       $      33,359          $    125,068       $      98,630
  Tenant recoveries                                          25,067              15,353                70,220              46,004
  Percentage rents                                            2,197               1,121                 5,855               3,890
  Other                                                       1,820                 955                 4,610               2,889
  Fee income                                                  1,710                 782                 3,468               3,569
                                                      -------------       -------------          ------------       -------------
    Total revenues                                           74,199              51,570               209,221             154,982
                                                      -------------       -------------          ------------       -------------
Expenses:                                                                                           
  Property operating                                         25,830              15,114                71,732              49,654
  Management fees to affiliate                                  875                 253                 2,441               1,578
  General and administrative                                    807                 801                 2,509               2,294
  Depreciation and amortization                              12,661               9,728                35,836              28,128
                                                      -------------       -------------          ------------       -------------
    Total expenses                                           40,173              25,896               112,518              81,654
                                                      -------------       -------------          ------------       -------------
    Operating income                                         34,026              25,674                96,703              73,328
                                                                                                    
Interest expense, net                                       (18,318)            (15,045)              (51,542)            (50,137)
Equity in net income/(loss) of unconsolidated                                                       
affiliates:                                                                                         
    CenterMark                                                    -               2,868                     -               6,350
    Property Joint Ventures                                     444                   -                 1,082                   -
    GGP/Homart                                                7,272               1,878                12,723               5,765
    General Growth Management, Inc.                           1,016                (920)                  145                 566
Net gain on sales                                                 -              43,820                58,647              43,820
                                                      -------------       -------------          ------------       -------------
Income before extraordinary item and                                                                
  allocation to minority interest                            24,440              58,275               117,758              79,692
Income allocated to minority interest                        (8,458)            (21,608)              (42,696)            (28,754)
                                                      -------------       -------------          ------------       -------------
Income before extraordinary item                             15,982              36,667                75,062              50,938
Extraordinary item (a)                                         (695)                  -                (1,072)             (2,291)
                                                      -------------       -------------          ------------       -------------
    Net income                                        $      15,287       $      36,667          $     73,990       $      48,647
                                                      =============       =============          ============       =============
                                                                                                    
                                                                                                    
Earnings per share before extraordinary item          $         .48       $        1.33          $       2.37       $        1.85
Extraordinary item per share                                   (.02)                -                    (.03)               (.08)
                                                      -------------       -------------          ------------       -------------
  Net earnings per share                              $         .46       $        1.33          $       2.34       $        1.77
                                                      =============       =============          ============       =============
</TABLE>

  (a) Charges related to early retirement of debt.


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


                                   4 of 18
<PAGE>   5
                        GENERAL GROWTH PROPERTIES, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                  (UNAUDITED)
                            (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                                   Nine Months Ended
                                                                                                      September 30,
                                                                                                 1997                1996
                                                                                             ------------        ------------
<S>                                                                                          <C>                 <C>  
Cash flows from operating activities:                                                                                 
     Net income                                                                              $     73,990        $     48,647
     Adjustments to reconcile net income to net cash provided by operating activities:                              
           Minority interest                                                                       42,696              28,754
           Net gain on sales                                                                      (58,647)            (43,821)
           Extraordinary items - charges related to early retirement of debt                        1,072               2,291
           Equity in net income of unconsolidated affiliates                                      (13,950)            (12,681)
           Provision for doubtful accounts                                                          2,357               1,978
           Depreciation                                                                            33,041              24,885
           Amortization                                                                             2,795               3,243
     Net changes in:                                                                                                
           Tenant accounts receivable                                                              (6,777)             (6,946)
           Prepaid and other assets                                                               (35,680)             (4,207)
           Accounts payable and accrued expenses                                                  (15,905)                188
                                                                                             ------------        ------------
                   Net cash provided by operating activities                                       24,992              42,331
                                                                                             ------------        ------------
                                                                                                                    
Cash flows from investing activities:                                                                               
     Acquisition/development of real estate and improvements and additions to properties         (170,920)            (64,730)
     Increase in investments in unconsolidated real estate affiliates                             (83,464)            (13,316)
     Change in notes receivable from General Growth Management, Inc.                              (23,796)             (2,362)
     Proceeds from the sale of CenterMark stock                                                   130,500              87,000
     Distributions received from CenterMark Properties, Inc.                                            -              15,616
     Distributions received from GGP/Homart, Inc.                                                  15,572               9,037
     Increase in deferred expenses                                                                 (5,764)             (8,530)
                                                                                             ------------        ------------
                   Net cash from investing activities                                            (137,872)             22,715
                                                                                             ------------        ------------
                                                                                                                    
Cash flows from financing activities:                                                                               
     Cash distributions paid to common stockholders                                               (40,941)            (35,182)
     Cash distributions paid to minority interest                                                 (23,667)            (20,770)
     Proceeds of common stock issuance                                                            166,293                 (30)
     Proceeds fromissuance of mortgage and other notes payable                                    331,526             394,102
     Principal payments on mortgage and other notes payable                                      (324,941)           (413,978)  
     Purchase of treasury stock                                                                    (3,114)       
     Proceeds from exercised options                                                                  249           
     Retirement of common stock (net of sale proceeds)                                                                    (63)
     Prepayment penalty on early retirement of debt                                                (1,072)       
     Increase in deferred financing costs                                                          (1,279)             (2,025)
                                                                                             ------------        ------------
                   Net cash from financing activities                                             103,054             (77,946)
                                                                                             ------------        ------------
                                                                                                                    
Net change in cash and cash equivalents                                                            (9,826)            (12,900)
Cash and cash equivalents at beginning of period                                                   15,947              18,298
                                                                                             ------------        ------------
Cash and cash equivalents at end of period                                                   $      6,121        $      5,398
                                                                                             ============        ============
                                                                                                                      
Supplemental disclosure of cash flow information:                                                                     
Interest paid                                                                                 $    60,836        $     56,154
Interest capitalized                                                                                3,883               3,961
Non-cash investing activities                                                                                    
     Debt assumed as consideration to seller for purchase of real estate                           61,863              19,650
     Partnership units and common stock issued as consideration for purchase of real estate                                
           (1997) and General Growth Management, Inc. (1996).                                      11,490              51,497
</TABLE> 



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



                                    5 of 18
<PAGE>   6
                                      
                       GENERAL GROWTH PROPERTIES, INC.
                                      
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      
               (Dollars in thousands, except per share amounts)



NOTE 1    ORGANIZATION AND BASIS OF PRESENTATION

          ORGANIZATION

          General Growth Properties, Inc. (the "Company"), a Delaware
          corporation, was formed in 1986 to own and operate enclosed mall
          shopping centers.  On April 15, 1993, the Company completed its
          initial public offering of 18,975,000 shares of common stock and a
          business combination involving entities under varying common
          ownership. Proceeds from the initial public offering were used to
          acquire a majority interest in GGP Limited Partnership (the "Operating
          Partnership") which was formed to succeed to substantially all of the
          interests in eighteen enclosed mall general partnerships (the
          "Property Partnerships") owned and controlled by the Company and its
          original stockholders, Martin and Matthew Bucksbaum, and trusts
          established for the benefit of the stockholders' families (the
          "Bucksbaums"). The proceeds were used to repay existing indebtedness
          and acquire three additional centers.

          In May of 1995, the Company completed a follow-on stock offering
          of 4,500,000 common shares.  Net proceeds were used to reduce the
          outstanding balance of the Company's credit facility.

          In August of 1997, the Company completed a follow-on stock
          offering of 4,350 shares of its common stock. Net proceeds of
          approximately $147,465 were substantially applied to reduce the
          outstanding balance on two development loans totaling approximately
          $113,000. The balance of the proceeds were used for general
          corporate purposes, including possible future acquisitions and the
          development of enclosed mall shopping centers.

          OPERATING PARTNERSHIP

   
          The Operating Partnership commenced operations on April 15, 1993 and
          as of September 30, 1997, the Company together with the Operating
          Partnership owned 100% of thirty-four enclosed regional shopping
          centers (the "Original Centers") and 51% of GGP/Ivanhoe, Inc. (see
          Note 4), 50% of Quail Springs and Town East, 38.2% of the stock of
          GGP/Homart, Inc. and a non-voting preferred stock interest in     
          General Growth Management, Inc. ("GGMI") (see Note 5).  GGP/Homart
          owns interests in twenty-five shopping centers (the "Homart
          Centers").  GGP/Ivanhoe owns 100% of The Oaks Mall and Westroads.  At
          September 30, 1997, the Company owned a 66% general partnership
          interest in the Operating Partnership.  Various minority interests
          owned the remaining 34% limited partnership interest.
    

          The minority interest in the Operating Partnership is held
          primarily by trusts for the benefit of families of the original
          stockholders which initially owned and controlled the Company and is
          represented by units of limited partnership interests ("Units"). The
          Units can be exchanged, with certain restrictions, for shares of the
          Company on a one-for-one basis.  The Bucksbaum's Units can be 
          exchanged for cash, at the Company's election, if the
        

                                      
                                   6 of 18
                                      

<PAGE>   7

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

          Bucksbaums own 25% or more of the outstanding common stock of
          the Company at the time of the exchange. The Unitholders also share
          equally with the stockholders on a per share basis in any
          distributions by the Operating Partnership.
   
          
          PRINCIPLES OF CONSOLIDATION
        
          The accompanying financial statements of the Company have been
          prepared on a consolidated basis which include the accounts of the
          Company, its majority owned Operating Partnerships and its
          subsidiaries.  All significant intercompany balances and      
          transactions have been eliminated.
    
        
          In the opinion of management, all adjustments, consisting of normal
          recurring adjustments necessary to present fairly the financial
          position of the Company as of September 30, 1997 and the results of
          operations and cash flows for the three and nine months ended
          September 30, 1997 and 1996 have been included.


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

NOTE 2    CENTERMARK ACQUISITION AND DISPOSITION

          On February 11, 1994, the Company, jointly with two other
          unaffiliated parties, acquired 100% of the stock of CenterMark from
          The Prudential Insurance Company of America. The Company and Westfield
          U.S. Investments Pty. Limited each acquired 40% of the stock of
          CenterMark and several real estate investment funds sponsored by
          Goldman Sachs & Co. acquired the remaining 20%.  The Company's portion
          of the cash purchase price for the CenterMark stock, including certain
          transaction costs, was approximately $182,000. CenterMark elected real
          estate investment trust status for income tax purposes. The CenterMark
          portfolio includes interests in several major regional shopping malls
          and power centers.

          The Company sold 25% of its interest in CenterMark on December
          19, 1995, to Westfield U.S. Investments  Pty. Limited for a price of
          $72,500.  As a result of the sale, the Company's  ownership was
          reduced to 30% of the outstanding CenterMark stock.  Concurrently with
          the sale of the stock, the Company also granted Westfield U.S.
          Investments Pty. Limited an option to purchase the remainder of the
          Company's CenterMark stock ("Option Stock") for $217,500.

          On June 28, 1996, Westfield U.S. Investments, Pty. Limited
          exercised its option to acquire the remaining 30% of the outstanding
          CenterMark stock in two transactions.  The first payment in the amount
          of $87,000 was received on July 1, 1996, and the second payment in the
          amount of $130,500 was received on January 2, 1997.  Proceeds from the
          first payment were used to repay the remaining balance outstanding on
          the Company's interim loan facility that was utilized in connection
          with the acquisition of GGP/Homart (see Note 3).  The proceeds
          received from the second payment were primarily used to repay existing
          indebtedness (see Note 6).


                                      
                                   7 of 18
                                      


<PAGE>   8

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


NOTE 3    GGP/HOMART ACQUISITION

          On December 22, 1995, the Company jointly with four other investors
          acquired 100% of the stock of GGP/Homart, Inc. ("GGP/Homart") from
          Sears, Roebuck and Co.  The other investors in GGP/Homart are the New
          York State Common Retirement Fund, the Equitable Life Insurance
          Company of Iowa, USG Annuity & Life Company and The Trustees of the
          University of Pennsylvania.  The Company acquired 38.2% of GGP/Homart
          for approximately $179,000 including certain transaction costs.  All
          of the stockholders of GGP/Homart committed to contribute up to
          $80,000 of additional capital as required, through the end of 1997. 
          As of September 30, 1997, the stockholders had contributed $75,000 of
          additional capital. During the second quarter of 1997, GGP/Homart
          sold its ownership interest in Eden Prairie Mall to the Company (see
          Note 4).  In September of 1997, GGP/Homart sold its ownership
          interest in Meriden Square to its joint venture partner. On September
          16, 1997, GGP/Homart opened Brass Mill Center and Commons Mall, a new
          development, located in Waterbury, Connecticut. GGP/Homart currently
          owns interests in twenty-five regional shopping malls. GGP/Homart
          elected real estate investment trust status for income tax purposes.

          On the following page is summarized financial information for
          GGP/Homart for the three and nine months ended September 30, 1997 and
          1996.

                                      
                                      
                                   8 of 18


<PAGE>   9
                                      
                                      
                       GENERAL GROWTH PROPERTIES, INC.
                                      
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      
               (Dollars in thousands, except per share amounts)
                                      
                                      
                               GGP/HOMART, INC.
             CONDENSED AND CONSOLIDATED STATEMENTS OF OPERATIONS
       FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                      (UNAUDITED, DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                               Three Months Ended     Nine Months Ended
                                                  September 30,          September 30,
                                                1997       1996       1997       1996
                                              -------    --------    -------    --------
<S>                                           <C>         <C>        <C>         <C>
Revenues
     Minimum rents                            $27,388     $23,370    $76,577    $ 66,480
     Tenant recoveries                          9,561      10,395     32,301      29,178
     Percentage rents                             701         733      1,950       1,928
     Other                                      1,177       1,295      2,740       2,878
                                              -------    --------    -------    --------
     Total revenues                            38,827      35,793    113,568     100,464

Operating expenses                            (15,988)    (15,845)   (47,498)    (44,545)
Depreciation and amortization                  (7,034)     (6,093)   (19,987)    (16,176)
                                              -------    --------    -------    --------
     Net operating income                      15,805      13,855     46,083      39,743

Interest expense, net                         (11,149)    (10,666)   (31,844)    (28,956)
Equity in net income of unconsolidated
     real estate affiliates                     1,450       1,431      5,573       4,015
Gain on property sales                         12,994         330     13,675         330
Income allocated to minority interest             (69)        (35)      (191)        (42)
                                              -------     -------    -------    --------
     Net income                               $19,031     $ 4,915    $33,296    $ 15,090
                                              =======     =======    =======    ========
</TABLE>


                                       
                                    9 of 18
                                       
                                       


<PAGE>   10
                                      
                                      
                       GENERAL GROWTH PROPERTIES, INC.
                                      
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      
               (Dollars in thousands, except per share amounts)
                                      

NOTE 4    PROPERTY ACQUISITIONS AND DEVELOPMENT

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

          During the second quarter of 1997, the Company also acquired
          100% ownership of three other properties, Century Plaza Shopping
          Center, Southlake Mall and Eden Prairie Mall, and a 50% interest in
          Town East Mall.  Century Plaza Shopping Center located in Birmingham,
          Alabama was acquired on May 1, 1997 for $31.8 million in cash. 
          Southlake Mall was acquired on June 18, 1997, for a purchase price of
          $67.0 million.  The purchase price consisted of $45.1 million of
          mortgage debt assumption, $11.5 million (353,537 units) of newly
          issued Operating Partnership Units, and $10.4 million in cash. 
          Southlake Mall is located in Atlanta, Georgia.  The aggregate
          consideration paid for Eden Prairie Mall located in Minneapolis,
          Minnesota was $19.9 million.  It included the assumption of a $16.8
          million mortgage, the payment of $2.0 million in cash and the
          assumption of $1.1 million of short-term liabilities. On June 11,
          1997, the Company acquired a 50% interest in Town East Mall, located
          in Mesquite, Texas for $56.5 million.  The consideration included
          approximately $27.5 million in cash, the assumption of approximately
          $27.9 million of mortgage indebtedness and the assumption of $1.1
          million in net current liabilities.


          On September 17, 1997, GGP/Ivanhoe, Inc. acquired both The Oaks
          Mall In Gainesville, Florida and Westroads Mall in Omaha, Nebraska. 
          The purchase price for the two properties was approximately $206
          million. The Company together with the Operating Partnership own 51%
          of the ownership interest in GGP/Ivanhoe.  Ivanhoe, Inc. of Montreal,
          Quebec, Canada owns the remaining 49% ownership interest in
          GGP/Ivanhoe.

          The Company together with the Operating Partnership acquired a
          100% ownership interest in Valley Hills Mall on October 23, 1997. 
          Valley Hills Mall is located in Hickory, North Carolina and was
          acquired for a purchase price of approximately $34.6 million.  The
          purchase price consisted of approximately $19 million of Operating
          Partnership Units and the assumption of approximately $15.6 million
          mortgage debt.

          The acquisitions were accounted for utilizing the purchase method and
          accordingly, the results of operations are included in the Operating
          Partnership's results of operations from the date of acquisition.

          DEVELOPMENTS
          During 1996, the Company acquired two new development sites 
          located in Iowa City, Iowa, and Grand Rapids, Michigan.  The 
          Iowa City project is currently under development and is scheduled to 
          open in the summer of 1998.

        


                                      
                                   10 of 18
                                      


<PAGE>   11

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


NOTE 5    ACQUISITION OF GGMI

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

          On June 16, 1997, GGMI acquired a 220,000 square foot office building
          in downtown Chicago, Illinois to be used as the new corporate
          headquarters.  The office building will be completely upgraded and
          retrofitted to create class A office space. GGMI and Company
          personnel are expected to initially occupy approximately half of
          the building commencing in April of 1998. The balance of the space
          will be leased to other tenants.

NOTE 6    MORTGAGE LOANS AND CREDIT FACILITIES

          On January 2, 1997, a portion of the proceeds from the sale of
          CenterMark were used to repay a $12,597 mortgage on Westwood Mall and
          to reduce the balance on a non-recourse bridge loan facility from
          $250,000 to $180,000.

          In August of 1997 the Company completed a $200,000 unsecured
          credit facility to be used for general corporate purposes including
          any potential future acquisitions or developments.  On September 30,
          1997, the credit facility had an outstanding balance of $119,000.

          In addition to the $250,000 non-recourse bridge loan that is
          collateralized in part by mortgages on seven Original Centers, the
          Company obtained additional short term unsecured financing. As part of
          the additional financing, the Company agreed not to encumber four
          additional Original Centers.  As of September 30, 1997 the entire
          $250,000 non-recourse loan was outstanding and the entire $116,700 of
          proceeds available under the additional unsecured loan was also
          outstanding. In September of 1997 the Company arranged a $125,000
          unsecured bridge loan, indirectly collateralized by The Oaks Mall and
          Westroads Mall. These unsecured bridge loans totaling $491,700 are
          currently scheduled to be replaced with long term fixed rate
          permanent financing by the end of November 1997.


                                      
                                   11 of 18
                                      



<PAGE>   12
                                      
                                      
                                      
                       GENERAL GROWTH PROPERTIES, INC.
                                      
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      
               (Dollars in thousands, except per share amounts)
                                      

          During the third quarter of 1997, the Company repaid two
          property level loans totaling approximately $60,500 with a weighted
          average interest rate of approximately 8.9%.

NOTE 7    NET GAIN ON SALES

          The net gain on sales relates primarily to the gain on the sale
          of CenterMark (see Note 2) less additional costs related to prior
          acquisitions.

NOTE 8    EXTRAORDINARY ITEMS

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

NOTE 9    DISTRIBUTIONS PAYABLE

          On September 23, 1997, the Company declared a cash distribution
          of $.45 per share that was paid on October 31, 1997 to stockholders of
          record on October 15, 1997, totaling $16,050.  In addition, a
          distribution of $8,217 was paid to the limited partners of the
          Operating Partnership.

          On December 17, 1996, the Company declared a cash distribution
          of $.43 per share that was paid on January 31, 1997, to stockholders
          of record on December 31, 1996, totaling $13,239.  In addition, a
          distribution of $7,505 was paid to the limited partners of the
          Operating Partnership.

NOTE 10   COMMITMENTS AND CONTINGENCIES

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

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

NOTE 11   RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

          Statement of Financial Accounting Standards No. 128, "Earnings
          Per Share," revises the disclosure requirements and increases the
          comparability of EPS data on an international basis by simplifying the
          existing computational guidelines in APB Opinion No. 15.  The



                                      
                                   12 of 18
                                      



<PAGE>   13
                                      
                                      
                       GENERAL GROWTH PROPERTIES, INC.
                                      
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      
               (Dollars in thousands, except per share amounts)
                                      

          pronouncement will require the Company to present both basic and
          diluted EPS for net income on the face of the income statement and is
          effective for the Company's fiscal year ending December 31, 1997.  The
          Company believes SFAS No. 128 will not have a material impact on its
          financial statements.

          In June of 1997, the Financial Accounting Standards Board issued
          Statement No. 130, "Reporting Comprehensive Income" and Statement No.
          131, "Disclosures about Segments of an Enterprise and Related
          Information."  Under the new reporting and disclosure requirements
          promulgated in these statements, the Company will adopt the provisions
          beginning in its fiscal 1998 year.



                                      
                                   13 of 18
                                      


<PAGE>   14
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS

   
     Forward-Looking Information

     Forward-looking statements contained in this Management's Discussion and
     Analysis of Financial Condition and Results of Operations may include
     certain forward-looking statements, within the meaning of Section 27a of
     the Securities Act of 1933, as amended, and Section 216 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
     of otherwise.
    
        
   
     Actual future performance, outcomes and results may differ materially from
     those expressed in forward-looking statements made by the Company and its
     management as a result of a number of risks, uncertainties and
     assumptions.  Representative examples of these factors include (without
     limitation) general industry and economic conditions; interest rate
     trends; cost of capital and capital requirements, availability of real
     estate properties; competition from other companies and venues for the
     sale/distribution of goods and services; shifts in customer demands,
     tenant bankruptcies, changes in operating expenses, including employee
     wages, benefits and training; governmental and public policy changes and
     the continued availability of financing in the amounts and at the terms    
     necessary to support the Company's future  business.
    
        
   
     As of September 30, 1997, the Company together with the Operating
     Partnership owned 100% of thirty-four enclosed regional shopping centers
     (the "Original Centers") 51% of the stock of GGP/Ivanhoe, Inc., 50% of
     Quail Springs and Town East, 38.2% of the stock of GGP/Homart, Inc. and a
     non-voting preferred stock interest in GGMI (see Note 5).  GGP/Homart owns
     interests in twenty-five shopping centers (the "Homart Centers").
     GGP/Ivanhoe owns interests in two shopping centers, The Oaks and
     Westroads.  During 1996 the Company, through the Operating Partnership,
     owned an interest in CenterMark Properties, Inc. (the "CenterMark
     Centers") (see Note 2). Revenues are primarily derived from fixed minimum
     rents, percentage rents and recoveries of operating expenses from tenants.
     Inasmuch as the Company's financial statements reflect the use of the
     equity method to account for its investments in CenterMark, GGP/Homart,
     GGP/Ivanhoe, GGMI, Quail Springs and Town East, the discussion of results
     of operations below relates primarily to the revenues and expenses of the
     Original Centers. 
    
        
RESULTS OF OPERATIONS OF THE COMPANY

THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

     Total revenues for the third quarter of 1997 were $74.2 million, which
     represents an increase of $22.6 million or approximately 43.9% from $51.6
     million in the third quarter of 1996.  Approximately $16.7 million or
     73.9% of the increase is from acquisitions completed after September 30,
     1996. Improved performance of comparable properties (properties owned at
     all times during current and prior periods) accounted for the remaining
     $5.9 million or 26.1% of the increase.  Minimum rent for the third quarter
     of 1997 increased by $10.0 million or 30.1% from $33.4 million in 1996 to
     $43.4 million.  Straight line rents accounted for a $.5 million decrease
     from $3.0 million in 1996 to $2.5 million in 1997.  The acquisition of
     properties generated a $10.0 million increase in minimum rents.  Expansion
     space, specialty leasing and a combination of occupancy and rental changes
     at the comparable centers accounted for the remaining increase in minimum
     rents.  Tenant charges increased by $9.7 million or 63.3% from $15.4
     million to $25.1 million for the third quarter of 1997. Approximately $3.9
     million of the increase is attributable to higher recoverable operating
     expenses at the comparable malls.  The remaining $5.8 million increase was
     generated by properties which were recently acquired.  For the third
     quarter of 1997 overage rents increased to $2.2 million from $1.1 million
     in 1996.  Acquisitions contributed $.7 million of the $1.1 million
     increase. Other revenues increased by approximately $.9 million or 100.0%
     to $1.8 million for the third quarter of 1997 from $.9 million in 1996.    
     Fee income increased by $.9 million primarily due to a nonreccuring
     finance fee of $.8 million in connection with the acquisition and
     ownership interest in The Oaks and Westroads.
        
     Total expenses, including depreciation and amortization, increased by
     approximately $14.3 million, from $25.9 million in the third quarter of
     1996 to $40.2 million in the third quarter of 1997.  For the period ended
     September 30, 1997, property operating expenses increased by

                                   14 of 18
<PAGE>   15


     $10.7 million or 70.8% from $15.1 million in 1996 to $25.8 million in
     the third quarter of 1997.  Of this increase, new acquisitions accounted
     for $6.1 million, while higher recoverable operating costs at comparable
     centers contributed the remaining $4.6 million.  Depreciation and
     amortization increased by $2.9 million over the same period in 1996.
     Approximately $.6 million of the $2.9 million increase in depreciation and
     amortization was generated at comparable centers.  The remaining $2.3
     million was from newly acquired properties. Management fees  to affiliates
     and general and administrative expenses together were approximately $.6
     million higher than in the third quarter of 1996.

     Net interest expense for the third quarter of 1997 was $18.3 million,
     an increase of $3.3 million or 22.0% from $15.0 million in the third
     quarter of 1996.  The acquisition of new properties was responsible for an
     increase of approximately a $6.6 million.  Interest savings of $3.3
     million were generated by lower interest rates as a result of refinancing
     activities and from the temporary use of the proceeds from a follow-on
     offering to reduce debt.

   
     Equity in net income of unconsolidated affiliates in the third quarter of
     1997 increased by approximately $4.9 million to $8.7 million in 1997, from
     $3.8 million in the third quarter of 1996.  Approximately a $2.9 million
     decrease is attributable to the sale of the Company's interest in
     CenterMark.  The Company's ownership interest in GGMI resulted in an
     increase of $1.9 million.  Property Joint Ventures (see Note 1) and        
     GGP/Homart accounted for increases of approximately $.4 million and $5.4
     million, respectively.  GGP/Homart's increase was primarily caused by a
     gain on the sale of a property which accounted for $5.2 million of their
     $5.4 million increase. 
    

NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

     Total revenues for the nine months of 1997 were $209.2  million, which
     represents an increase of $54.2 million or approximately 35.0% from $155.0
     million in the nine months of 1996.  Of this increase approximately $39.5
     million is from properties acquired after September 30, 1996.  Minimum
     rent for the first nine months of 1997 increased $26.4 million or 26.8%    
     from $98.6 million in 1996 to $125.0 million. Acquisitions after September
     30, 1996, generated $24.5 million of the increase in minimum rent.  Higher
     rents at comparable centers accounted for the remaining $1.9 million
     increase in minimum rents.  Tenant recoveries increased by $24.2 million
     or 52.6% from $46.0 million to $70.2 million for the first nine months of
     1997.  The acquisition of new properties contributed $13.2 million of the
     $24.2 million increase.  Higher recoverable operating costs at comparable
     centers generated the remaining increase of $11.0 million.  For the first
     nine months of 1997, overage rents increased by $1.9 million or 48.7% from
     $3.9 million to $5.8 million in 1997.  The increase is primarily due to
     the acquisition of new properties.  Other revenues increased $1.7 million
     or 58.6% from $2.9 million to $4.6 million for the first nine months of
     1997.  Fee revenue was essentially flat for the first nine months of 1997 
     compared to 1996.

     Total expenses, including depreciation and amortization, increased
     $30.8 million or 37.7% from $81.7 million in 1996 to $112.5 in the first
     nine months of 1997.  For the period ended September 30, 1997, property
     operating, general and administrative costs and management expenses
     increased $23.1 million.  Of this increase $14.2 million is attributable
     to the

                                      
                                      
                                   15 of 18

                                      


<PAGE>   16


     acquisition of new properties.  The remaining $8.9 million is from
     higher recoverable operating costs at comparable properties.  
     Depreciation and amortization increased $7.7 million from $28.1 million in
     the first nine months of 1996 to $35.8 million in 1997.  Approximately
     $5.5 million of this increase is attributable to new acquisitions. 
     Comparable centers accounted for the remaining $2.2 million increase in
     depreciation and amortization.

     Interest expense for the first nine months of 1997 was $51.5 million, an
     increase of $1.4 million or 2.8% from $50.1 million during the same period
     in 1996.  The acquisition of new properties was responsible for a $13.1
     million increase.  Interest savings due to lower interest rates on
     refinancing activity and reduced debt levels from the use of the follow-on
     sale proceeds accounted for an $11.7 million decrease in            
     interest expense.
        
     Equity in net income of unconsolidated affiliates in the first nine months
     of 1997 increased by approximately $1.3 million to $14.0 million in 1997,
     from $12.7 million in the first nine months of 1996.  A $6.3 million
     decrease is attributable to the sale of the Company's interest in
     CenterMark.  The Company's ownership in GGMI resulted in a decrease of $.4
     million.  The Property Joint Ventures (see Note 1) and GGP/Homart  
     accounted for increases of approximately $1.0 million and $6.9 million,
     respectively.                                        

                                   16 of 18
                                      


<PAGE>   17

LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY

The Company uses operating cash flow as the principal source of funding for
recurring capital expenditures such as tenant construction allowances and
minor improvements made to individual properties that are not recoverable
through common area maintenance charges to tenants.  Funding alternatives for
acquisitions, new development, expansions and major renovation programs at
individual centers include construction loans, mini-permanent loans, long-term
project financing, additional property level or Company level equity
investments, unsecured Company level debt or secured loans collateralized by
individual shopping centers.  The Company closed on a new $200 million
unsecured credit facility during August of 1997.  Said facility is expected to  
provide all of the funds necessary to complete the development of Coralville
Mall in Iowa City, Iowa and to fund all other non-recurring capital
expenditures that are currently being contemplated and/or evaluated.  In August
of 1997, the Company raised net proceeds of $147,465 in a follow-on offering of
4,350,000 common shares.
   
    
SUMMARY OF INVESTING ACTIVITIES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
AND 1996
   
Net cash used by investing activities during the first nine months of 1997 was
$137.9 million, compared to a source of $22.7 million in 1996.  Cash flow from
investing activities was effected by the timing of acquisitions, developments
and improvements to real estate properties, requiring a use of cash during the
first nine months of approximately $170.9 million in 1997 compared to $64.7
million in 1996.  The acquisition of 100% of Market Place Mall, Century Plaza, 
Southlake Mall, Eden Praire Mall in the first nine months of 1997 used
approximately $114.2 million of cash.  The development of the Iowa City
project and renovations and/or expansions accounted for the remaining
expenditures in 1997.  The development of Eagle Ridge and West Valley accounted
for a large portion of the expenditures in 1996.  Investments in unconsolidated
affiliates during 1997 used $83.5 million of cash flow compared to a $13.3
million use in 1996.  The purchase of a 50% interest in Town East Mall and the
acquisition of 51% of GGP/Ivanhoe accounted for approximately $72.1 million of
the activity and additional investments in GGP/Homart accounted for the
remaining $11.4  million in 1997.  Advances on notes receivable from GGMI
decreased cash flow from investing activities by $23.8 million in 1997 compared
to $2.4 million in 1996.  The advances on the notes receivable from GGMI is
primarily due to the acquisition of an office building by GGMI in 1997.  The
sale of portions of CenterMark provided cash flow of $130.5 million in the
first nine months of 1997 compared to $87.0 million in 1996.  Distributions
received from unconsolidated affiliates totaled $15.6 million in 1997 and $24.6
million in 1996.  The sale of portions  of CenterMark during 1996 and 1997
accounted for the reduced distributions from unconsolidated affiliates. 
Deferred expenses decreased cash flow $5.8 million in 1997 compared to $8.5
million in 1996.
    
        
   
SUMMARY OF FINANCING ACTIVITIES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
AND 1996
    

   
Financing activities in 1997 provided $103.1 million of cash compared to a use
of $77.9 million in 1996.  Distributions paid to common shareholders and the
minority interest decreased cash flow by $64.6 million in 1997 compared to
$55.9 million in 1996.  The total distributions increased due to an increased
distribution rate and additional shares and Operating Partnership Units
outstanding during 1997.  Proceeds from the sale of common stock generated cash
flow of $166.3 million in 1997.  Net borrowing activity was a $6.6 million
source of cash flow in 1997 compared to a $19.9 million source of cash flow in
1996.  The purchase of treasury stock used $3.1 million of cash flow in 1997. 
Prepayment penalties related to the early retirement of debt used $1.1 million
of cash flow in 1997.  Deferred financing costs reduced the 1997 cash flow by
approximately $1.3 million compared to a use of $2.0 million in 1996.
    

The following factors, among others, will affect operating cash flow and,
accordingly, influence the decisions of the Board of Directors regarding
distributions: (i) scheduled increases in base rents of existing leases; (ii)
changes in minimum base rents and/or percentage rents attributable to
replacement of existing leases with new or renewal leases; (iii) changes in
occupancy rates at existing centers and procurement of leases for newly
developed centers; and (iv) the Company's share of operating cash flow
generated by GGMI, GGP/Homart and distributions therefrom, less oversight costs
and debt service on additional loans that were incurred to finance a portion of
the cash purchase price for GGP/Homart's stock.  The Company anticipates that
its operating cash flow, and potential new debt or equity from future
offerings, new financings or refinancings will provide adequate liquidity to 
conduct its operations, fund general and administrative expenses, fund
operating costs and interest payments and allow distributions to the Company's
stockholders in accordance with the requirements of the Internal Revenue Code
of 1986, as amended, for


                                   17 of 18


<PAGE>   18

continued qualification as a real estate investment trust and to avoid any
Company level federal income or excise tax.

PART II   OTHER INFORMATION
ITEM 2.   CHANGES IN SECURITIES

On August 4, 1997, the Company entered into a Pricing Agreement with Lehman
Brothers Inc. (the "Underwriter") pursuant to which on August 8, 1997 the
Company sold the Underwriter 4,000,000 shares of its Common Stock for an
aggregate purchase price of $135.6 million, or $33.90 per share.  In addition,
the Underwriter purchased 350,000 additional shares of Common Stock under a 30
day option granted to the Underwriter.


On September 16, 1997, the Company sold 577,680 shares of Common Stock to Smith
Barney Inc. at a purchase price of approximately $32.60 per share.  The shares
were sold in reliance on the exemption from registration contained in Section 4
(2)  of the Securities Act of  1933, as amended.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits - Not applicable

(b)  Reports on Form 8-K


The Company filed a Form 8-K dated August 8, 1997.  The 8-K reported Item 5 -
other events.  The event was the sale of common stock as described in Part II
Item 2 above.  The Company also filed a Form 8-K/A dated June 19, 1997.  The
8-K/A reported Item 7 - financial statements and exhibits. The financial
statements relate to the acquisitions previously reported on Form 8-K.


                                  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.


Date:  January 15, 1998    /s/:  Bernard Freibaum
                           ----------------------------------------------------
                           Bernard Freibaum
                           Executive Vice President and Chief Financial Officer



                                   18 of 18