<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 June 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 August 14,
1997 was 34,767,097.

                                   1 of 17


<PAGE>   2


                        GENERAL GROWTH PROPERTIES, INC.

                                     INDEX

<TABLE>
<CAPTION>
PART I   FINANCIAL INFORMATION                                              PAGE
                                                                            NUMBER
         Item 1:  Financial Statements
         <S>                                                                <C> 
         Consolidated Balance Sheets
         as of June 30, 1997 and December 31, 1996 ..........................  3

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

         Consolidated Statements of Cash Flows
         for the six months ended June 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.............. 13

         Liquidity and Capital Resources of the Company...................... 16

PART II  OTHER INFORMATION

         Item 2:  Changes in Securities...................................... 16

         Item 4:  Submission of Matters to a Vote of Security Holders........ 17

         Item 6:  Exhibits and Reports on Form 8-K........................... 17

         SIGNATURE........................................................... 17
</TABLE>

                                   2 of 17


<PAGE>   3
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                        GENERAL GROWTH PROPERTIES, INC.
                          CONSOLIDATED BALANCE SHEETS
                      JUNE 30, 1997 AND DECEMBER 31, 1996
               (Dollars in thousands, except for share amounts)
                                    ASSETS
<TABLE>
<CAPTION>  
                                                                    JUNE 30,
                                                                      1997           DECEMBER 31,
                                                                  (UNAUDITED)            1996
                                                                  -----------         -----------
<S>                                                               <C>                <C>               
Investment in real estate:
   Land                                                            $  190,401        $  173,263
   Buildings and equipment                                          1,534,401         1,337,366
   Less accumulated depreciation                                     (210,135)         (188,744)
   Developments in progress                                            50,163            44,439
                                                                   ----------        ---------- 
      Net property and equipment                                    1,564,830         1,366,324
   Investment in CenterMark                                               -              64,769
   Investment in GGP/Homart                                           198,377           193,270
   Investment in Property Joint Ventures                               43,598            15,077
                                                                   ----------        ---------- 
      Net investment in real estate                                 1,806,805         1,639,440
Cash and cash equivalents                                               6,489            15,947
Tenant accounts receivable, net                                        26,760            25,384
Deferred expenses, net                                                 32,091            30,078
Investment in and note receivable from General Growth
   Management, Inc.                                                    56,111            37,737
Prepaid and other assets                                                7,631             9,131
                                                                   ----------        ----------
                                                                   $1,935,887        $1,757,717
                                                                   ===========       ========== 
                         LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgage notes payable                                             $1,293,834        $1,168,522
Notes and contracts payable                                               905               971
Distributions payable                                                  21,969            20,744
Accounts payable and accrued expenses                                  36,912            44,836
                                                                   ----------        ----------
                                                                    1,353,620         1,235,073
                                                                   ----------        ----------                 
Minority interest in Operating Partnership                            217,072           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;
      30,789,949 shares issued and 30,767,097 outstanding
          (30,789,185 as of 12/31/96)                                   3,079             3,079
   Additional paid-in capital                                         595,822           595,628
   Retained earnings (deficit)                                       (232,683)         (268,440)
   Treasury stock; 31,852 shares held                                  (1,023)              -  
                                                                   ----------        ---------- 
      Total stockholders' equity                                      365,195           330,267
                                                                   ----------        ----------
                                                                   $1,935,887        $1,757,717
                                                                   ==========        ==========

</TABLE>

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


                                   3 of 17

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

<TABLE>
<CAPTION>
                                                     Three Months Ended       Six Months Ended
                                                          June 30,                 June 30,
                                                      1997         1996        1997        1996
                                                    ---------   ---------    --------   ---------
<S>                                                <C>          <C>         <C>         <C>
Revenues:
  Minimum rents                                    $42,488      $32,927     $81,663     $65,271
  Tenant recoveries                                 23,531       14,513      45,153      30,651
  Percentage rents                                   1,585        1,389       3,658       2,769
  Other                                              1,197          870       2,790       1,934
  Fee income                                           893        1,972       1,758       2,787
                                                   -------      -------    --------    --------
    Total revenues                                  69,694       51,671     135,022     103,412
                                                   -------      -------    --------    --------
Expenses:
  Property operating                                23,735       16,539      45,902      34,540
  Management fees to affiliate                         816          658       1,566       1,325
  General and administrative                           862          758       1,702       1,493
  Depreciation and amortization                     12,013        9,259      23,175      18,400
                                                   -------      -------    --------    --------
    Total expenses                                  37,426       27,214      72,345      55,758
                                                   -------      -------    --------    --------      
    Operating income                                32,268       24,457      62,677      47,654

Interest expense, net                              (17,785)     (17,552)    (33,224)    (35,092)
Equity in net income/(loss) of unconsolidated
affiliates:
    CenterMark                                                    1,471                   3,482
    Property Joint Ventures                            311                      638
    GGP/Homart                                       3,627        2,196       5,451       3,887
    General Growth Management, Inc.                   (598)       1,035        (871)      1,486
Net gain on sales                                                            58,647
                                                   -------      -------    --------    --------
Income before extraordinary item and
  allocation to minority interest                   17,823       11,607      93,318      21,417
Income allocated to minority interest               (6,696)      (4,332)    (34,238)     (7,146)
                                                   -------      -------    --------    --------
Income before extraordinary item                    11,127        7,275      59,080      14,271
Extraordinary item (a)                                                         (377)     (2,291)
                                                   -------      -------    --------    --------
    Net income                                     $11,127       $7,275     $58,703     $11,980
                                                   =======       ======     =======     =======

Earnings per share before extraordinary item       $   .36       $  .27     $  1.92     $   .52
                                                   
Extraordinary item per share                                               (    .01)   (    .08)
                                                   -------       ------     -------     ------- 
  Net earnings per share                           $   .36       $  .27     $  1.91     $   .44
                                                   =======       ======     =======     =======
</TABLE>                                                                      
(a) Charges related to early retirement of debt.

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


                                   4 of 17
<PAGE>   5
                        GENERAL GROWTH PROPERTIES, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                  (UNAUDITED)
                            (Dollars in thousands)
                                       


<TABLE>
<CAPTION>

                                                                                                Six Months Ended
                                                                                                    June 30,
                                                                                                1997          1996
                                                                                               --------      ------     
Cash flows from operating activities:
<S>                                                                                         <C>                  <C>   
 Net income                                                                                   $  58,703      $ 11,980
 Adjustments to reconcile net income to net cash provided by operating activities:
   Minority interest                                                                             34,238         7,146
   Net gain on sales                                                                            (58,647)
   Extraordinary items - charges related to early retirement of debt                                377         2,291
   Equity in net income of unconsolidated affiliates                                             (5,218)       (8,855)
   Provision for doubtful accounts                                                                1,562         1,542
   Depreciation                                                                                  21,391        16,444
   Amortization                                                                                   1,784         1,956
 Net changes in:
   Tenant accounts receivable                                                                    (2,937)       (2,007)
   Prepaid and other assets                                                                       1,415        (4,122)
   Accounts payable and accrued expenses                                                        (15,010)         (876)
                                                                                              ---------       -------   
       Net cash provided by operating activities                                                 37,658        25,499
                                                                                              ---------       -------   
 Cash flows from investing activities:
   Acquisition/development of real estate and improvements and additions to properties         (146,543)      (32,633)
   Increase in investments in unconsolidated real estate affiliates                             (33,407)         (121)
   Change in notes receivable from General Growth Management, Inc.                              (19,348)           61
   Proceeds from the sale of CenterMark stock                                                   130,500          
   Distributions received from CenterMark Properties, Inc.                                                     11,106          
   Distributions received from GGP/Homart, Inc.                                                   6,077         4,633 
   Increase in deferred expenses                                                                 (3,796)       (6,112)
                                                                                              ---------       -------   
       Net cash from investing activities                                                       (66,517)      (23,066)
                                                                                              ---------       -------   
 Cash flows from financing activities:
   Cash distributions paid to common stockholders                                               (26,853)      (23,455)
   Cash distributions paid to minority interest                                                 (15,818)      (13,846)
   Payment of stock offering costs                                                                   (3)
   Proceeds from issuance of mortgage and other notes payable                                   187,526       367,212
   Principal payments on mortgage and other notes payable                                      (124,143)     (343,519)
   Purchase of treasury stock                                                                    (1,179)
   Proceeds from exercised options                                                                  248
   Retirement of common stock (net of sale proceeds)                                                             (62)
   Prepayment penalty on early retirement of debt                                                  (377)
   Increase in deferred financing costs                                                                       (1,955)
                                                                                              ---------       -------    
      Net cash from financing activities                                                        19,401       (15,625)
                                                                                              ---------       -------   
 Net change in cash and cash equivalents                                                         (9,458)      (13,192)
 Cash and cash equivalents at beginning of period                                                15,947        18,298
                                                                                              ---------       -------   
 Cash and equivalents at end of period                                                        $   6,489       $ 5,106
                                                                                              =========       =======
 Supplemental disclosure of cash flow information:
       Non-cash investing activities
 Interest paid                                                                                  $43,666       $38,172
 Interest capitalized                                                                           $ 2,718       $ 2,892
 Debt assumed as consideration to seller for purchase of real estate                            $61,863      
 Partnership units and common stock issued as consideration for purchase of real estate         $11,490


</TABLE>


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


                                   5 of 17

<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 (the "IBM 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.

        On August 8, 1997, the Company completed a follow-on stock offering of
        4,000,000 shares of its common stock.  The shares were sold through
        Lehman Brothers, which has a 30 day option to purchase an additional
        600,000 shares to cover over-allotments.  Net proceeds of $135,600,000
        were substantially applied to reduce the outstanding balance on two 
        development loans totaling approximately $113,000,000.  The balance 
        of the proceeds will be 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 June 30, 1997, the Company together with the Operating
        Partnership owned 100% of thirty-four enclosed regional shopping centers
        (the "Original Centers") and 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") and one center under
        development. At June 30, 1997, the Company owned a 63% general
        partnership interest in the Operating Partnership. Various minority
        interests own the remaining 37% 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


                                   6 of 17
                                      

<PAGE>   7

                        GENERAL GROWTH PROPERTIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                (Dollars in thousands except per share amounts)


        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 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.

        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


                                   7 of 17
                                      

<PAGE>   8

                        GENERAL GROWTH PROPERTIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                (Dollars in thousands except per share amounts)


        primarily used to repay existing indebtedness (see Note 6).

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 June 30,
        1997, the stockholders had contributed $60,000 of additional capital.
        GGP/Homart currently owns interests in twenty-five regional shopping
        malls and one property under development. GGP/Homart elected real estate
        investment trust status for income tax purposes.

        On October 2, 1996, GGP/Homart opened West Oaks Mall, a new
        development, located in Ocoee, (Orlando) Florida.  GGP/Homart currently
        has one property under development, Brass Mill Center and Commons.
        Brass Mill Center and Commons is located in Waterbury, Connecticut, and
        is scheduled to open on September 17, 1997.

        During the second quarter of 1997, GGP/Homart sold its ownership
        interest in Eden Prairie Mall to the Company (see Note 4).

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



                                   8 of 17
                                      


<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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996

                      (UNAUDITED, DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                Three Months Ended                  Six Months Ended
                                                    June 30,                            June 30,
                                              1997              1996              1997              1996
                                           ---------          --------           --------          --------
<S>                                        <C>               <C>               <C>               <C>
Revenues
  Minimum rents                              $24,349           $21,901           $49,189           $43,110
  Tenant recoveries                           12,005             9,546            22,740            18,783
  Percentage rents                               615               838             1,249             1,195
  Other                                          856             1,139             1,563             1,583
                                           ---------          --------           --------          --------
  Total revenues                              37,825            33,424            74,741            64,671

Operating expenses                           (15,475)          (14,346)          (31,510)          (28,700)
Depreciation and amortization                 (6,447)           (5,346)          (12,953)          (10,083)
                                           ---------          --------           --------          --------
  Net operating income                        15,903            13,732            30,278            25,888

Interest expense, net                         (9,867)           (9,380)          (20,695)          (18,290)
Equity in net income of unconsolidated
  real estate affiliates                       2,785             1,404             4,123             2,584
Gain/(loss) on land sale                         735                                 681
Income allocated to minority interest            (66)               (7)             (122)               (7)
                                           ---------          --------           --------          --------

  Net income                                  $9,490            $5,749           $14,265           $10,175
                                           =========          ========           ========          ========
</TABLE>



                                   9 of 17

<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% interest in Market Place
        Mall for a cash purchase price of approximately $70,000.  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.

        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 site is
        currently under development and is scheduled to open in the summer of
        1998.

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.


                                      
                                   10 of 17
                                      
 
<PAGE>   11

                        GENERAL GROWTH PROPERTIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                (Dollars in thousands except per share amounts)





        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 will initially
        occupy approximately half of the building 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 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 June 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.

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 June 24, 1997, the Company declared a cash distribution of $.45 per
        share that was paid on July 31, 1997, to stockholders of record on July
        15, 1997, totaling $13,856.  In addition, a distribution of $8,124 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.



                                   11 of 17


<PAGE>   12

                        GENERAL GROWTH PROPERTIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                (Dollars in thousands except per share amounts)



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
         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.


                                   12 of 17


<PAGE>   13


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 information statements, within the meaning of
     Section 27A of the Securities Act of 1933, as amended, and Section 21E of
     the Securities Exchange Act of 1934, as amended, including (without
     limitation) statements with respect to anticipated future operating and
     financial performance, growth and acquisition opportunities and other
     similar forecasts and statements or expectation.  Words such as "expects",
     "anticipates", intends", "plans", believes", "seeks", "estimates" and
     "should" and variations of these words and similar expressions, are
     intended to identify these forward-looking statements.  Forward-looking
     statements made by the Company and its management are based on estimates,
     projections, beliefs and assumptions of management at the time of such
     statements and are not guarantees of future performance.  The Company
     disclaims any obligation to update or revise any forward-looking statement
     based on the occurrence of future events, the receipt of new information
     or otherwise.

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

     As of June 30, 1997, the Company together with the Operating Partnership 
     owned 100% of thirty-four enclosed regional shopping centers (the 
     "Original  Centers") and 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") and one center under development. 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, 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 JUNE 30, 1997 AND 1996

     Total revenues for the second quarter of 1997 were $69.7 million, which
     represents an increase of $18.1 million or approximately 35.1% from $51.6
     million in the second quarter of 1996.  Approximately $13.2 million or 
     72.9% of the increase is from acquisitions completed after June 30, 1996.
     Improved performance of comparable properties (properties owned at all
     times during current and prior periods) accounted for the remaining $4.9
     million or 27.1% of the increase.  Minimum rent for the second quarter of
     1997 increased by $9.6 million or 29.2% from $32.9 million in 1996 to $42.5
     million.  The acquisition of properties generated $8.9 million of the $9.6
     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 of $.7 million in minimum rents.
     Tenant charges increased by $9.0 million or 62.1% from $14.5 million to
     $23.5 million for the second quarter of 1997.  Approximately $5.2 million
     of the increase is attributable to higher recoverable operating expenses at
     the comparable malls.  The remaining $3.8 million increase was generated by
     properties which were recently acquired.  For the second quarter of 1997
     overage rents increased by $.2 million or approximately 14.2% from $1.4
     million in 1996.  Other revenues increased by approximately $.3 million or
     33.3% to $1.2 million for the second quarter of 1997 from $.9 million in
     1996. Fee income decreased by $1.2 million due to a non-recurring finance
     fee in the second quarter of 1996.

     Total expenses, including depreciation and amortization, increased by
     approximately $10.2 million, from $27.2 million in the second quarter of
     1996 to $37.4 million in the second quarter of 1997.  For the period ended
     June 30, 1997, property operating expenses increased by $7.2 million or
     43.6% from $16.5 million in 1996 to $23.7 million for the second quarter
     of 1997.  Of this increase new acquisitions accounted for $4.3 million,
     while comparable centers contributed the remaining $2.9 million.
     Depreciation and amortization increased by $2.8 million over the same
     period in 1996.  Approximately $.8 million of the $2.8 million increase in
     depreciation and amortization was generated at comparable centers.  The
     remaining $2.0

                                      
                                   13 of 17
                                      

<PAGE>   14



     million was from newly acquired properties. Management fees  to affiliates
     and general and administrative expenses together were approximately $.2
     million higher than in the second quarter of 1996.

     Net interest expense for the second quarter of 1997 was $17.8 million, an
     increase of $.2 million or 1.1% from $17.6 million in the second quarter of
     1996.  The acquisition of new properties was responsible for an increase of
     approximately a $4.7 million.  Interest savings of $4.5 million were
     generated by lower interest rates as a result of refinancing activities and
     from the temporary use of the proceeds from the sale of CenterMark to
     reduce debt.

     Equity in net income of unconsolidated affiliates in the second quarter
     of 1997 decreased by approximately $1.4 million  to $3.3 million in 1997,
     from $4.7 million in the second quarter of 1996.  Approximately $1.5
     million of the decrease is attributable to the sale of the Company's
     interest in CenterMark.  The Company's ownership interest in GGMI
     resulted in a decrease of $1.6 million.  Property Joint Ventures (see
     Note 1) and GGP/Homart accounted for increases of $.3 million and $1.4
     million, respectively. 

SIX MONTHS ENDED JUNE 30, 1997 AND 1996

     Total revenues for the first half of 1997 were $135.0 million, which
     represents an increase of $31.6 million or approximately 30.6% from
     $103.4 million in the first half of 1996.  Of this increase approximately
     $23.1 million is from properties acquired after June 30, 1996.  Minimum
     rent for the first six months of 1997 increased $16.4 million or 25.1%
     from $65.3 million in 1996 to $81.7 million.  Acquisitions after June 30,
     1996, generated $15.2 million of the increase.  Higher rents at
     comparable centers accounted for the remaining $1.2 million increase in
     minimum rents.  Tenant recoveries increased by $14.5 million or 47.2%
     from $30.7 million to $45.2 million for the first six months of 1997.
     Acquisitions of new properties contributed $7.4 million of the $14.5
     million increase.  Higher recoverable operating costs at comparable
     centers generated the remaining $6.6 million of the increase.  For the
     first six months of 1997, overage rents increased by $.9 million or 32.1%
     from $2.8 million to $3.7 million in 1997.  The increase is primarily due
     to the acquisition of new properties.  Other revenues increased $.9
     million or 47.4% from $1.9 million to $2.7 million for the first six
     months of 1997.  Fee revenue decreased by $1.0 million due to a $1.2
     million non-recurring finance fee in 1996 net of higher fee revenue of
     $.2 million.

     Total expenses, including depreciation and amortization, increased $16.6
     million or 29.6% from $55.7 million in 1996 to $72.3 in the first six
     months of 1997.  For the period ended June 30, 1997, property operating,
     general and administrative costs and management expenses increased $11.8
     million.  Of this increase $7.8 million is attributable to the
     acquisition of new properties.  The remaining $4.0 million is from higher
     operating expenses at comparable properties.   Depreciation and
     amortization increased $4.8 million from $18.4 million in the first six
     months of 1996 to $23.2 million in 1997.  Of this increase $3.1 million
     is attributable to new acquisitions.  Comparable centers accounted for
     the remaining $1.7 million increase in depreciation and amortization.


                                   14 of 17


<PAGE>   15




     Interest expense for the first six months of 1997 was $33.2 million, a
     decrease of $1.9 million or 5.4% from $35.1 million during the same
     period in 1996.  The acquisition and development of new properties was
     responsible for a $7.2 million increase.  Interest savings due to lower
     interest rates on refinancing activity and reduced debt levels from the
     use of the CenterMark sale proceeds accounted for a $9.1 million decrease
     in interest expense.

     Equity in net income of unconsolidated affiliates in the first six months
     of 1997 decreased by approximately $3.6 million to $5.2 million in 1997,
     from $8.8 million in the first six months of 1996.  Approximately $3.5
     million of the decrease is attributable to the sale of the Company's
     interest in CenterMark.  The Company's ownership in GGMI resulted in a
     decrease of $2.4 million.  The Property Joint Ventures (see Note 1)
     and GGP/Homart accounted for increases of $.6 million and $1.7 million,
     respectively.  


                                   15 of 17


<PAGE>   16


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 expects to 
close on a new $200 million unsecured credit facility prior to August 31,
1997. Said facility will 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.

SUMMARY OF INVESTING ACTIVITIES FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996

Net cash used by investing activities during the first six months of 1997 was
$66.5 million, compared to a use of $23.1 million in 1996.  Cash flow from
investing activities was effected by the timing of acquisitions, development and
improvements to real estate properties, requiring a use of cash during the
first six months of approximately $146.5 million in 1997 compared to $32.6
million in 1996.  The acquisition of 100% of Market Place Mall, Century Plaza,
Southlake Mall, and Eden Prairie Mall in the first six months of 1997 used
approximately $114.2 million of cash.  Investments in unconsolidated affiliates
during 1997 used $33.4 million.  The purchase of a 50% interest in Town East
Mall accounted for approximately $27.7 million of the activity and additional
investments in GGP/Homart accounted for the remaining activity in 1997. 
Advances on notes receivable from GGMI decreased cash flow from investing
activities by $19.3 million in 1997.  The advances on the notes receivable from
GGMI is primarily due to the acquisition of an office building by GGMI.  The
sale of the final portion of CenterMark provided cash flow of $130.5 million in
the first six months of 1997.  Distributions received from unconsolidated
affiliates totaled $6.1 million in 1997 and $15.7 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 $3.8 million in 1997 compared to $6.1 million in 1996.

SUMMARY OF FINANCING ACTIVITIES FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996

Financing activities in 1997 provided $19.4 million of cash compared to a use
of $15.6 million in 1996.  Distributions paid to common shareholders and the
minority interest decreased cash flow by $42.7 million in 1997 compared to
$37.3 million in 1996.  The total distributions increased due to an increased
distribution rate and additional shares and Operating Partnership Units
outstanding during 1997.  Net borrowing activity was a $63.4 million source of
cash flow in 1997 compared to a $23.7 million source of cash flow in 1996.  The
purchase of treasury stock used $1.2 million of cash flow in 1997.  Deferred
financing costs reduced the 1996 cash flow by approximately $2.0 million.

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 Funds From Operations
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 Funds From Operations, and potential new debt or equity
from future 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 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

(c)    On June 19, 1997, the Operating Partnership acquired in a negotiated
       non-underwritten transaction, Southlake Mall, located in Morrow
       (Atlanta), Georgia from CA Southlake Investors, Ltd., a Georgia limited
       partnership, and Metropolitan Life Insurance Company. The consideration
       consisted of approximately $10.4 million in cash, 353,537 redeemable
       units of limited partnership interest in the Operating Partnership and
       the assumption of approximately $45.1 million of mortgage debt. The
       units of limited partnership interest were issued solely to CA Southlake
       Investors, Ltd., in a private placement transaction which is exempt from
       registration under Section 4 (2) of the Securities Act of 1933, as
       amended (the "Act"), and the rules promulgated thereunder, including,
       without limitation, Rule 506 of the Act. The holder of the units of
       limited  partnership interest sold by the Operating Partnership have the
       right, any time after June 19, 1998, to require that the Operating
       Partnership redeem such units for cash; provided, however, that the 
       Company may assume the Operating Partnership's obligations and redeem 
       the units for cash or shares of the Company's Common Stock on a 
       one-for-one basis.

                                   16 of 17
                                      
<PAGE>   17

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At its Annual Meeting of Stockholders held on May 15, 1997, the Company
presented to the stockholders the re-election of Morris Mark and Robert 
Michaels as Directors, the approval of an amendment to the Company's Amended and
Restated Certificate of Incorporation, as amended, to increase the number of
authorized shares of Common Stock from 70,000,000 to 210,000,000, the approval
of an amendment to the Company's 1993 Stock Incentive Plan to increase the
nuber of shares available for issuance thereunder to 3,000,000 and the
ratification of the reappointment of Coopers & Lybrand L.L.P. as Independent
Auditors. A total of 30,791,185 shares were eligible to vote on each matter
presented at the Annual Meeting, all of which were approved by the following 
votes of stockholders:

<TABLE>
<CAPTION>
                                                                      Number
                                                                     of Shares
          Matter                                      For             Against           Abstain
  
<S>                                                <C>              <C>              <C>
1.  (a)  Re-elect Morris Mark                      21,622,340         121,080     
    (b)  Re-elect Robert Michaels                  21,622,340         121,080
 
2.  Amendment to Certificate of Incorporation      17,925,554       3,788,713             29,153

3.  Amendment to 1993 Stock Incentive Plan         14,539,568       7,164,622             39,230

4.  Reappointment of Coopers & Lybrand L.L.P.
    as Independent Auditors                        21,690,011          39,375             14,035 
</TABLE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits - Not applicable

(b) Reports on Form 8-K 

The Company filed a current report on Form 8-K dated June 19, 1997.  The 8-K
reported item 2 - acquisition or disposition of assets and item 5 - other
events.



                                   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



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