<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 March 31, 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 May 13,
1997 was 30,788,949.






                                   1 of 13



<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 March 31, 1997 and December 31, 1996 .........................  3

         Consolidated Statements of Operations
         for the three months ended March 31, 1997 and 1996..................  4

         Consolidated Statements of Cash Flows
         for the three months ended March 31, 1997 and 1996..................  5

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

         Item 2:  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations..............  11

         Liquidity and Capital Resources of the Company......................  13

PART II  OTHER INFORMATION

         Item 2:  Changes in Securities......................................  13

         Item 6:  Exhibits and Reports on Form 8-K...........................  13

         SIGNATURE...........................................................  13
</TABLE>
    


                                   2 of 13



<PAGE>   3

PART I.  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                        GENERAL GROWTH PROPERTIES, INC.
                          CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 1997 AND DECEMBER 31, 1996
                (Dollars in thousands, except for share amounts)
<TABLE>
<CAPTION>
                                    ASSETS
                                                                       MARCH 31,                            
                                                                         1997           DECEMBER 31,        
                                                                      (UNAUDITED)           1996            
                                                                      -----------       ------------        
<S>                                                                   <C>                <C>                
Investment in real estate:                                                                                  
   Land                                                                  $180,263          $173,263         
   Buildings and equipment                                              1,416,729         1,337,366         
   Less accumulated depreciation                                         (198,943)         (188,744)        
   Developments in progress                                                47,006            44,439         
                                                                      -----------       -----------         
      Net property and equipment                                        1,445,055         1,366,324         
   Investment in CenterMark                                                     0            64,769         
   Investment in GGP/Homart                                               194,751           193,270         
   Investment in Quail Springs Mall                                        15,516            15,077         
                                                                      -----------       -----------         
      Net investment in real estate                                     1,655,322         1,639,440         
Cash and cash equivalents                                                  13,645            15,947         
Tenant accounts receivable, net                                            28,418            25,384         
Deferred expenses, net                                                     30,841            30,078         
Investment in and note receivable from General Growth                                  
   Management, Inc.                                                        48,483            37,737         
Prepaid and other assets                                                    5,665             9,131         
                                                                      -----------       -----------         
                                                                       $1,782,374        $1,757,717         
                                                                      ===========       ===========         
                              LIABILITIES AND STOCKHOLDERS' EQUITY                                                             
Mortgage notes payable                                                 $1,130,173        $1,168,522         
Notes and contracts payable                                                   955               971         
Distributions payable                                                      21,926            20,744         
Accounts payable and accrued expenses                                      53,439            44,836         
                                                                      -----------       -----------         
                                                                        1,206,493         1,235,073         
                                                                      -----------       -----------         
Minority interest in Operating Partnership                                211,143           192,377         
                                                                      -----------       -----------         
Commitments and contingencies                                                                               
Stockholders' equity:                                                                                       
   Preferred stock, $100 par value; 5,000,000 shares authorized;                       
      none issued                                                                                           
   Common stock; $.10 par value; 70,000,000 shares authorized;                         
      30,791,185 shares issued and outstanding                                                              
          (30,789,185 as of 12/31/96)                                       3,079             3,079         
   Additional paid-in capital                                             595,676           595,628         
   Retained earnings (deficit)                                           (234,017)         (268,440)        
                                                                      -----------       -----------         
      Total stockholders' equity                                          364,738           330,267         
                                                                      -----------       -----------         
                                                                       $1,782,374        $1,757,717         
                                                                      ===========       ===========         

</TABLE>





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










                                   3 of 13



<PAGE>   4
                        GENERAL GROWTH PROPERTIES, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                  (UNAUDITED)
                (Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                              March 31,
                                                          1997           1996
<S>                                                    <C>            <C>
Revenues:
  Minimum rents                                        $39,175        $32,344
  Tenant recoveries                                     21,622         16,138
  Percentage rents                                       2,073          1,380
  Other                                                  1,593          1,064
  Fee income                                               865            815
                                                      ---------      ---------
    Total revenues                                      65,328         51,741
                                                      ---------      ---------
Expenses:
  Property operating                                    22,167         18,001
  Management fees to affiliate                             750            667
  General and administrative                               840            735
  Depreciation and amortization                         11,162          9,141
                                                      ---------      ---------
    Total expenses                                      34,919         28,544
                                                      ---------      ---------
    Operating income                                    30,409         23,197

Interest expense, net                                  (15,439)       (17,540)
Equity in net income/(loss) of unconsolidated
affiliates:
    CenterMark                                               0          2,011
    Quail Springs Mall                                     327              0
    GGP/Homart                                           1,824          1,691
    General Growth Management, Inc.                       (273)           451
Net gain on sales                                       58,647              0
                                                      ---------      ---------
Income before extraordinary item and
  allocation to minority interest                       75,495          9,810
Income allocated to minority interest                  (27,542)        (2,814)
                                                      ---------      ---------
Income before extraordinary item                        47,953          6,996
Extraordinary item (a)                                    (377)        (2,291)
                                                      ---------      ---------
    Net income                                         $47,576         $4,705
                                                      =========      =========


Earnings per share before extraordinary item             $1.55          $ .26
Extraordinary item per share                              (.01)          (.08)
                                                      ---------      ---------
  Net earnings per share                                 $1.54          $ .18
                                                      =========      =========
</TABLE>

  (a) Charges related to early retirement of debt.






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





                                   4 of 13



<PAGE>   5




                        GENERAL GROWTH PROPERTIES, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                  (UNAUDITED)
                             (Dollars in thousands)    





<TABLE>
<CAPTION>
                                                                                               Three Months Ended       
                                                                                                      March 31,         
                                                                                              1997             1996   
                                                                                         -------------    -----------
<S>                                                                                      <C>              <C>        
Cash flows from operating activities:                                                                                   
  Net income                                                                                 $47,576           $4,705   
  Adjustments to reconcile net income to net cash provided by operation activities:                                     
    Minority interest                                                                         27,542            2,814   
    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                                         (1,878)          (4,153)  
    Provision for doubtful accounts                                                              632            1,016   
    Depreciation                                                                              10,200            8,175   
    Amortization                                                                                 962              966   
  Net changes in:                                                                                                       
    Tenant accounts receivable                                                                (3,666)           1,340   
    Prepaid and other assets                                                                   1,249           (3,937)  
    Accounts payable and accrued expenses                                                      1,516           (1,148)  
                                                                                         -----------      -----------  
                    Net cash provided by operating activities                                 25,863           12,069   
                                                                                         -----------      -----------  
                                                                                                                        
Cash flows from investing activities:                                                                                   
  Acquisition/development of real estate and improvements and additions to properties        (88,154)         (19,137)  
  Increase in investments in unconsolidated real estate affiliates                            (5,734)              (9)  
  Change in notes receivable affilliates                                                      (9,641)              61   
  Proceeds from the sale of CenterMark Stock                                                 130,500                    
  Distributions received from CenterMark Properties, Inc.                                                       6,111   
  Distributions received from GGP/Homart, Inc.                                                 6,077              764   
  Increase in deferred expenses                                                               (1,725)          (5,330)  
                                                                                         -----------      -----------  
                    Net cash from investing activities                                        31,323          (17,540)  
                                                                                         -----------      -----------  
                                                                                                                        
Cash flows from financing activities:                                                                                   
  Cash distributions paid to common stockholders                                             (13,239)         (11,727)  
  Cash distributions paid to minority interest                                                (7,505)          (6,923)  
  Payment of stock offering costs                                                                 (3)                    
  Proceeds from issuance of mortgage and other notes payable                                  85,000          340,000   
  Principal payments on mortgage and other notes payable                                    (123,364)        (327,302)  
  Retirement of common stock (net of sale proceeds)                                                0              (63)  
  Prepayment penalty on early retirement of debt                                                (377)                   
                                                                                         -----------      -----------  
                    Net cash from financing activities                                       (59,488)          (6,015)  
                                                                                         -----------      -----------  
                                                                                                                        
Net change in cash and cash equivalents                                                       (2,302)         (11,486)  
Cash and cash equivalents at beginning of period                                              15,947           18,298   
                                                                                         -----------      -----------  
Cash and equivalents at end of period                                                        $13,645           $6,812   
                                                                                         ===========      ===========  
                                                                                                                        
Supplemental disclosure of cash flow information:                                                                       
Interest paid                                                                                $18,215          $15,531   
Interest capitalized                                                                          $1,329           $1,551   
</TABLE>





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

                                   5 of 13



<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.

        OPERATING PARTNERSHIP

        The Operating Partnership commenced operations on April 15, 1993 and at
        March 31, 1997, the Company together with the Operating Partnership     
        owned 100% of thirty-one enclosed regional shopping centers (the
        "Original Centers"), a 38.2% interest in GGP/Homart, Inc. (see Note 3),
        a non-voting preferred interest in General Growth Management, Inc.
        (see Note 5) and a 50% interest in Quail Springs Mall.  At March 31,
        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 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.



                                   6 of 13



<PAGE>   7

                        GENERAL GROWTH PROPERTIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                (Dollars in thousands except per share amounts)


        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 primarily used to repay existing indebtedness
        (see Note 6) and resulted in a gain of $66,626.

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






                                   7 of 13



<PAGE>   8

                        GENERAL GROWTH PROPERTIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                (Dollars in thousands except per share amounts)


        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.  The stockholders of GGP/Homart agreed to
        contribute additional capital as required, through the end of 1997.  As
        of March 31, 1997, the stockholders had contributed $60,000 of
        additional capital. GGP/Homart owns interests in twenty-six regional
        shopping malls and one property currently 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 is located in Waterbury, Connecticut, and is
        scheduled to open in the fall of 1997.

        The following is summarized financial information for GGP/Homart for
        the three months ended March 31, 1997 and 1996.


                                GGP/HOMART, INC.
              CONDENSED AND CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                      (UNAUDITED, DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                    Three Months Ended
                                                         March 31,
                                                 1997                 1996
                                              ----------            ---------
<S>                                           <C>                   <C>
Revenues
   Minimum rents                                $24,840              $21,209
   Tenant recoveries                             10,735                9,237
   Percentage rents                                 634                  357
   Other                                            707                  444
                                              ----------            ---------
   Total revenues                                36,916               31,247

Operating expenses                              (16,035)             (14,354)
Depreciation and amortization                    (6,506)              (4,737)
                                              ----------            ---------
   Net operating income                          14,375               12,156

Interest expense, net                           (10,828)              (8,910)
Equity in net income of unconsolidated
   real estate affiliates                         1,338                1,180
Gain/(loss) on land sale                            (54)
Income allocated to minority interest               (56)
                                              ----------            ---------
   Net income                                    $4,775               $4,426
                                              ==========            =========
</TABLE>






                                   8 of 13



<PAGE>   9

                        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.

        The acquisition was accounted for utilizing the purchase method and
        accordingly, it is 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 GENERAL GROWTH MANAGEMENT, INC.

        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.

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 the non recourse bridge loan facility from
        $250,000 to $180,000.

        On March 31, 1997, the Company borrowed $70,000 for the acquisition of
        Market Place Mall (see Note 4).

        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




                                   9 of 13



<PAGE>   10

                        GENERAL GROWTH PROPERTIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                (Dollars in thousands except per share amounts)


        Original Centers.  As of March 31, 1997 the entire $250,000 non
        recourse loan was outstanding and $15,000 of the additional unsecured
        loan was 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 March 28, 1997, the Company declared a cash distribution of $.45 per
        share payable April 30, 1997, to stockholders of record on April 15,
        1997, totaling $13,856.  In addition, a distribution of $8,070 was paid
        to the limited partners of the Operating Partnership.

        On December 17, 1996, the Company declared a cash distribution of $.43
        per share payable 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 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 it will not have a material impact on its
        financial statements.



                                   10 of 13



<PAGE>   11




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

     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 March 31, 1997, the Company together with the Operating Partnership  
     owned 100% of thirty-one enclosed regional shopping centers (the "Original
     Centers") and 50% of Quail Springs Mall and, through the Operating
     Partnership, 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-six shopping centers (the "Homart Centers") and one center under
     development. During 1996 the Company 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 and Quail Springs Mall,
     the discussion of results of operations below relates primarily to the
     revenues and expenses of the Original Centers.  
    

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1997 AND 1996

     Total revenues for the first quarter of 1997 were $65.3 million, which
     represents an increase of $13.6 million or approximately 26.3% from $51.7
     million in the first quarter of 1996.  Approximately $9.6 million and
     $1.4 million of the increase is from acquisitions and new developments,
     respectively.  Improved performance of comparable properties accounted
     for $2.6 million of the increase.  Minimum rent for the first quarter of
     1997 increased by $6.9 million or 21.4% from $32.3 million in 1996 to
     $39.2 million.  The acquisition and development of properties generated
     $5.5 million and $.6 million of the $6.9 million increase in minimum
     rents, respectively.  Expansion space, specialty leasing efforts and a
     combination of occupancy and rental changes at the comparable centers
     accounted for the remaining increase of $.8 million in minimum rents.
     Tenant charges increased by $5.5 million from $16.1 million to $21.6
     million for the first quarter of 1997.  Approximately $1.2 million of the
     increase is attributable to higher recoverable operating expenses at the
     comparable malls.  The remaining $4.3 million increase was generated by
     properties which were recently acquired or developed.  For the first
     quarter of 1997 overage rents increased by $.7 million or approximately
     50% from $1.4 million in 1996.  The performance of the comparable centers
     produced $.2 million of the increase and the acquisition and development
     of additional centers accounted for the remaining $.5 million.  Other
     revenues increased by approximately $.5 million to $1.6 million for the
     first quarter of 1997 from $1.1 million in 1996.  Fee income generated by
     the Company's asset management activities for the Homart Portfolio was
     slightly above the first quarter of 1996.

     Total expenses, including depreciation and amortization, increased by
     approximately $6.5 million, from $28.5 million in the first quarter of
     1996 to $35.0 million in the first quarter of 1997.  For the period ended
     March 31, 1997, property operating expenses increased by $4.2 million and
     depreciation and amortization also increased by $2.1 million over the same
     period in 1996.  Property operating expense decreased by $.1 million at
     comparable properties



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<PAGE>   12



     primarily due to a $.5 million reduction in bad debt expense.  The
     remaining $4.3 million increase in operating costs was due to the
     acquisition and development of new properties.  Approximately $.6 million
     of the $2.1 million increase in depreciation and amortization was
     generated at comparable centers.  The remaining $1.5 million was from
     properties acquired or developed. Management fees  to affiliates and
     general and administrative expenses together were approximately $.2
     million higher than in 1996.

     Net interest expense for the first quarter of 1997 was $15.4 million, a
     decrease of approximately $2.1 million or 12% from the first quarter of
     1996.  Refinancing activities and the use of the CenterMark proceeds to
     repay debt generated a $4.7 million decrease in interest expense.  The
     acquisition of new properties accounted for an increase of approximately
     $2.6 million of interest expense.

     Equity in net income of unconsolidated real estate affiliates in the
     first quarter of 1997 decreased by approximately $2.3 million  to $1.9
     million in 1997, from $4.2 million in the first quarter of 1996.
     Approximately $2.0 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 $.7 million as determined in accordance
     with generally accepted accounting principles.  Quail Springs Mall and
     GGP/Homart accounted for increases of $.3 million and $.1 million,
     respectively.  



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<PAGE>   13




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.

SUMMARY OF INVESTING ACTIVITIES FOR THE QUARTERS ENDED MARCH 31, 1997 AND 1996

   
Net cash provided by investing activities during the first quarter of 1997 was
$31.3 million, compared to a use of $17.5 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 three months of approximately $88.2 million in 1997 compared to $19.1 in
1996.  Market Place Mall ws acquired in March of 1997 for approximately $70.0
million.  The sale of portions of CenterMark provided cash flow of $130.5
million in the first quarter of 1997.  Additional investments in GGP/Homart
used $5.7 million of cash flow in 1997.  Distributions received from
unconsolidated affiliates totaled $6.1 million in 1997 and $6.9 million. 
Advances on notes receivable from affiliates decreased cash flow from investing
activities by $9.6 million in 1997.  Deferred expenses decreased cash flow $1.7
million in 1997 compared to $5.3 million in 1996.
    

SUMMARY OF FINANCING ACTIVITIES FOR THE QUARTERS ENDED MARCH 31, 1997 AND 1996

Financing activities in 1997 used $59.5 million of cash compared to $6.0
million in 1996.  Distributions paid to common shareholders and the minority
interest decreased cash flow by $20.7 million in 1997 compared to $18.6 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 $38.4 million use of cash flow in 1997
compared to a $12.7 million source of cash flow 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 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 February 27, 1997, 1,000 shares of the Corporation's common stock were
     issued to each of Beth Stewart and A. Lorne Weil, directors of  the
     Company in a private placement under Section 4(2) of the Securities Act of
     1933, as amended, and the rules and regulations promulgated thereunder.
     Ms. Stewart and Mr. Weil served on the Evaluation Committee of the Board
     of Directors in connection with the Company's acquisition of General
     Growth Management, Inc. during 1996 and received  the shares of Common
     Stock as compensation for their service on the Committee.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits - Not applicable

(b)  Reports on Form 8-K - Not applicable


                                   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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