<PAGE>   1

 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

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

                  For the quarterly period ended June 30, 1998


                         Commission file number 1-11656

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


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


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

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

                                     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 12,
1998 was 35,896,572.



<PAGE>   2


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

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

              Consolidated Balance Sheets
              as of June 30, 1998  and December 31, 1997........................  3

              Consolidated Statements of Operations for the three and six
              months ended June 30, 1998  and 1997..............................  4

              Consolidated Statements of Cash Flows
              for the six months  ended June 30, 1998  and 1997.................  5

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

         Item 2:  Management's Discussion and Analysis of
              Financial Condition and Results of Operations..................... 22

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

         Item 3:  Quantitative and Qualitative Disclosures about Market Risk.... 28


PART II  OTHER INFORMATION

         Item 2:  Changes in Securities and Use of Proceeds....................  28

         Item 4:  Submission of Matters to a Vote of Security Holders..........  29

         Item 6:  Exhibits and Reports on Form 8-K.............................  29

         SIGNATURES............................................................  30
</TABLE>









                                    2 of 30
<PAGE>   3

 
PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS


                        GENERAL GROWTH PROPERTIES, INC.
                          CONSOLIDATED BALANCE SHEETS
                     JUNE 30, 1998  AND  DECEMBER 31, 1997
                                  (UNAUDITED)
              (Dollars in thousands, except for per share amounts)

<TABLE>
<CAPTION>
                                     ASSETS

                                                            JUNE 30, 1998     DECEMBER 31, 1997
                                                           --------------     ------------------
<S>                                                        <C>                <C>
Investment in Real Estate:
   Land                                                       $   312,452             194,131 
   Buildings and equipment                                      2,657,295           1,601,351 
   Less accumulated depreciation                                 (259,214)           (233,295)
   Developments in progress                                       102,569              68,003 
                                                              -----------         ----------- 
       Net property and equipment                               2,813,102           1,630,190 
   Investment in GGP/Homart                                       205,221             203,142 
   Investment in Property Joint Ventures                          108,915              90,624 
                                                              -----------         ----------- 
       Net Investment In Real Estate                            3,127,238           1,923,956 
Cash and cash equivalents                                          29,913              25,898 
Tenant accounts receivable, net                                    41,913              34,849 
Deferred expenses, net                                             51,960              42,343 
Investment in and note receivable from                                                        
 General Growth Management, Inc.                                   83,725              61,588 
Mortgage note receivable                                           50,061                --   
Prepaid expenses and other assets                                  10,079               9,085 
                                                              -----------         ----------- 
                                                              $ 3,394,889           2,097,719 
                                                              ===========         =========== 
                                                                                              
                                                                                              
                    LIABILITIES  AND  STOCKHOLDERS'  EQUITY                                   
                                                                                              
                                                                                              
Mortgage notes and other debts payable                        $ 2,140,895           1,275,785 
Distributions payable                                              25,860              24,421 
Accounts payable and accrued expenses                             138,690              36,540 
                                                              -----------         ----------- 
                                                                2,305,445           1,336,746 
                                                              -----------         ----------- 
Minority interest in Operating Partnership                        262,519             262,468 
                                                              -----------         ----------- 
Commitments and contingencies                                                                 
Convertible Preferred Stock, $1,000 liquidation value;                                        
  5,000,000 shares authorized;                                    337,500                     
  and none issued and outstanding at                                                          
  June 30, 1998 and December 31, 1997,                                                        
  respectively                                                    337,500                --   
                                                              -----------         ----------- 
Stockholders' Equity:                                                                         
   Common stock; $0.10 par value;                                                             
     210,000,000 shares authorized; 35,896,572                                                
     shares issued and outstanding at June 30, 1998                                           
     and 35,769,454 shares issued and 35,634,977                                              
     outstanding at December 31, 1997, respectively                 3,590               3,577 
   Additional paid-in capital                                     738,352             738,630 
   Retained earnings (deficit)                                   (249,477)           (239,139)
   Treasury stock, at cost; none and 134,477 shares
     held at June 30, 1998 and December 31, 1997,
     respectively                                                    --                (4,563)
   Notes receivable - common stock purchase                        (3,040)               --   
                                                              -----------         ----------- 
Total Stockholders' Equity                                        489,425             498,505 
                                                              -----------         ----------- 
                                                              $ 3,394,889           2,097,719 
                                                              ===========         =========== 
</TABLE>


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




                                    3 of 30
<PAGE>   4




                        GENERAL GROWTH PROPERTIES, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                       FOR THE THREE AND SIX MONTHS ENDED
                             JUNE 30, 1998 AND 1997
                                  (UNAUDITED)
              (Dollars in thousands, except for per share amounts)

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED        SIX MONTHS ENDED
                                                                   JUNE 30,               JUNE 30,
                                                              1998         1997       1998        1997
                                                            --------     -------     -------    --------
<S>                                                         <C>          <C>         <C>        <C>
Revenues:
   Minimum rents                                            $ 56,012      42,488     106,519      81,663
   Tenant recoveries                                          27,261      23,531      52,852      45,153
   Percentage rents                                            2,580       1,585       5,013       3,658
   Other                                                       1,441       1,197       2,371       2,790
   Fee Income                                                  1,324         893       2,310       1,758
                                                            --------    --------    --------    --------
       Total Revenues                                         88,618      69,694     169,065     135,022
                                                            --------    --------    --------    --------

Expenses:
   Real Estate taxes                                           7,117       4,940      12,901       9,744
   Management fee to affiliate                                   985         816       1,860       1,566
   Property operating                                         19,948      17,865      42,057      34,596
   Provision for doubtful accounts                               121         930         729       1,562
   General and Administrative                                    997         862       2,143       1,702
   Depreciation and amortization                              15,132      12,013      29,099      23,175
                                                            --------    --------    --------    --------
       Total Expenses                                         44,300      37,426      88,789      72,345
                                                            --------    --------    --------    --------
       Operating Income                                       44,318      32,268      80,276      62,677


Interest expense, net                                        (23,088)    (17,785)    (40,971)    (33,224)
Equity in net income/(loss) of unconsolidated affiliates:
   GGP/Homart                                                  6,601       3,627       8,336       5,451
   Property Joint Ventures                                       593         311       1,634         638
   General Growth Management, Inc.                            (1,291)       (598)     (9,260)       (871)
Net gain on sales                                               --          --          --        58,647
                                                            --------    --------    --------    --------
Income before extraordinary item & allocation to
  minority interest                                           27,133      17,823      40,015      93,318
Income allocated to minority interest                         (8,992)     (6,696)    (13,419)    (34,238)
                                                            --------    --------    --------    --------
Income before extraordinary item                              18,141      11,127      26,596      59,080
Extraordinary Item (a)                                          --          --          --          (377)
                                                            --------    --------    --------    --------
   Net Income                                               $ 18,141      11,127      26,596      58,703
                                                            --------    --------    --------    --------
Convertible Preferred Stock Dividends                         (1,199)       --        (1,199)       --
                                                            --------    --------    --------    --------
   Net income available to common stockholders              $ 16,942      11,127      25,397      58,703
                                                            ========    ========    ========    ========
Earnings before extraordinary item per share-basic          $    .47         .36         .71        1.92
                                                            ========    ========    ========    ========
Earnings before extraordinary item per share-diluted        $    .47         .36         .71        1.91
                                                            ========    ========    ========    ========

Net earnings per share - basic                              $    .47         .36         .71        1.91
                                                            ========    ========    ========    ========
Net earnings per share - diluted                            $    .47         .36         .71        1.90
                                                            ========    ========    ========    ========
Distributions declared per share                            $    .47         .45         .47         .45
                                                            ========    ========    ========    ========
Weighted average common shares
 outstanding - basic (in thousands)                           35,877      30,781      35,783      30,785
                                                            ========    ========    ========    ========
Weighted average common shares
 outstanding - diluted (in thousands)                         36,047      30,831      35,997      30,880
                                                            ========    ========    ========    ========
</TABLE>

(a)  Charges related to early retirement of debt.

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



                                    4 of 30
<PAGE>   5
                        GENERAL GROWTH PROPERTIES, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                  (UNAUDITED)
              (Dollars in thousands, except for per share amounts)


<TABLE>
<CAPTION>
                                                                                         SIX MONTHS ENDED
                                                                                              JUNE 30,
                                                                                       1998           1997
                                                                                    -----------    -----------
<S>                                                                                 <C>            <C>
Cash flows from operating activities:
   Net Income                                                                       $    26,596         58,703
Adjustments to reconcile net income to net cash provided by operating activities:
   Minority interest                                                                     13,419         34,238
   Net gain on sales                                                                       --          (58,647)
   Extraordinary items - related to early retirement of debt                               --              377
   Equity in net income of unconsolidated affiliates                                       (710)        (5,218)
   Provision for doubtful accounts                                                          729          1,562
   Depreciation                                                                          25,919         21,391
   Amortization                                                                           3,180          1,784
Net Changes:
   Tenant accounts receivable                                                            (7,793)        (2,937)
   Prepaid expenses and other assets                                                       (994)         1,415
   Accounts payable and accrued expenses                                                  6,598        (15,010)
                                                                                    -----------    -----------
     Net cash provided by (used in) operating activities                                 66,944         37,658
                                                                                    -----------    -----------

Cash flows from investing activities:
   Acquisition/development of real estate and improvements
   and additions to properties                                                         (923,787)      (146,543)
   Increase in investments in property joint ventures                                   (19,207)       (33,407)
   Increase in mortgage notes receivable, net                                           (50,061)          --
   Change in notes receivable from General Growth Management, Inc.                      (27,764)       (19,348)
   Proceeds received from sale of CenterMark stock                                         --          130,500
   Distributions received from GGP/Homart stock                                           6,257          6,077
   Distributions received from property joint ventures                                    2,550           --
   Increase in deferred expenses                                                        (10,354)        (3,796)
                                                                                    -----------    -----------
     Net cash provided by (used in) investing activities                             (1,022,366)       (66,517)
                                                                                    -----------    -----------
Cash flows from financing activities:
   Cash distributions paid to common stockholders                                       (32,893)       (26,853)
   Cash distributions paid to minority interest                                         (17,148)       (15,818)
   Proceeds from exercised options                                                         --              248
   Proceeds of preferred stock issuance, net of issuance costs                          322,604           --
   Proceeds of common stock issuance, net of issuance costs                                --               (3)
   Proceeds from issuance of mortgage / other notes payable                           1,141,000        187,526
   Principal payments on mortgage notes and other debt payable                         (450,666)      (124,143)
   Purchase of treasury stock                                                            (1,136)        (1,179)
   Capital contribution from minority interest                                              119           --
   Prepayment penalty on early retirement of debt                                          --             (377)
   Increase in deferred financing costs                                                  (2,443)          --
                                                                                    -----------    -----------
     Net cash provided by (used in) financing activities                                959,437         19,401
                                                                                    -----------    -----------

Net change in cash and cash equivalents                                                   4,015         (9,458)
Cash and cash equivalents at beginning of year                                           25,898         15,947
                                                                                    -----------    -----------
Cash and cash equivalents at end of period                                          $    29,913          6,489
                                                                                    ===========    ===========
Supplemental disclosure of cash flow information:
   Interest paid                                                                    $    45,517         43,666
   Interest capitalized                                                                   2,806          2,718
                                                                                    ===========    ===========
Non-cash investing activities:
   Operating partnership units exchanged for treasury stock                         $     1,875           --
   Debt assumed as consideration to seller for purchase of real estate                  174,026         61,863
   Notes receivable issued for exercised stock options                                    3,040           --
   Partnership units and common stock issued as consideration for purchase
     of real estate                                                                      18,437         11,490
                                                                                    ===========    ===========
</TABLE>


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





                                    5 of 30
<PAGE>   6

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

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

        ORGANIZATION
        General Growth Properties, Inc., a Delaware corporation (the "Company"),
        was formed in 1986 to own and operate enclosed mall shopping centers.
        All references to the "Company" in these notes to consolidated financial
        statements include the Company and those entities owned or controlled by
        the Company (including the Operating Partnership as described below),
        unless the context indicates otherwise.  On April 15, 1993, the Company
        completed its initial public offering and a business combination
        involving entities under varying common ownership.  Proceeds from the
        initial public offering were used to acquire a majority interest in GGP
        Limited Partnership (the "Operating Partnership") which was formed to
        succeed to substantially all of the interests in enclosed mall general
        partnerships owned and controlled by the Company and its original
        stockholders.  The Company conducts substantially all of its business
        through the Operating Partnership.

        During June 1998, the Company completed a public offering of 13,500,000
        depositary shares (the "Depositary Shares"), each representing 1/40 of a
        share of 7.25% Preferred Income Equity Redeemable Stock, Series A, par
        value $100 per share ("PIERS"), of the Company.  The Company received
        proceeds of approximately $322,600, net of approximately $14,900 of
        issuance costs, which were utilized to fund the acquisitions as
        described in Note 4 and for other working capital needs.

        Each owner of a Depositary Share is entitled to its pro rata share of
        all the rights and preferences of the PIERS represented thereby.  The
        PIERS are convertible at any time, at the option of the holder, into
        shares of common stock of the Company at the conversion price of
        $39.70 per share of common stock.  In addition, the PIERS have a
        preference on liquidation of the Company equal to $1,000 per PIERS
        (equivalent to $25.00 per Depositary Share), plus accrued and unpaid
        dividends, if any, to the liquidation date. The PIERS and the Depositary
        Shares are subject to mandatory redemption by the Company on July 15,
        2008 at a price of $1,000 per PIERS, plus accrued and unpaid dividends,
        if any, to the 




                                    6 of 30
<PAGE>   7

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


        redemption date.  Accordingly, the PIERS have been reflected in the
        accompanying financial statements at such liquidation or redemption
        value.

        OPERATING PARTNERSHIP
        The Operating Partnership commenced operations on April 15, 1993 and as
        of June 30, 1998, the Company together with the Operating Partnership
        owned 100% of forty-five enclosed regional shopping centers (the
        "Wholly-Owned Centers"); 51% of GGP/Ivanhoe, Inc. ("GGP/Ivanhoe"), 50%
        of Quail Springs and Town East and 51% of GGP Ivanhoe II, Inc. ("GGP
        Ivanhoe II") (collectively the "Property Joint Ventures") (see Note 4);
        38.2% of the stock of GGP/Homart, Inc. ("GGP/Homart") (see Note 3) and a
        95% non-voting preferred stock interest in General Growth Management,
        Inc. ("GGMI") (see Note 5).  As of such date, GGP/Homart owned interests
        in twenty-three shopping centers (the "Homart Centers"), GGP/Ivanhoe
        owned 100% of The Oaks Mall and the Westroads Mall, and GGP Ivanhoe II
        owned 100% of six shopping centers.

        As of June 30, 1998, the Company owned an approximate 65% general
        partnership interest in the Operating Partnership. The remaining
        approximate 35% minority interest in the Operating Partnership is held
        by limited partners that include trusts for the benefit of families of
        the original stockholders which initially owned and controlled the
        Company and by subsequent contributors of properties to the Company and
        is represented by units of limited partnership interest ("Units"). The
        Units can be exchanged, with certain restrictions, for shares of the
        Company's common stock on a one-for-one basis. Certain units owned by or
        for the benefit of certain officers and directors of the Company and
        their families can be exchanged for cash, at the Company's election, if
        they own 25% or more of the outstanding common stock of the Company at
        the time of the exchange. The holders of the Units also share equally
        with the stockholders on a per share basis in any distributions by the
        Operating Partnership.

        In connection with the issuance of the Depositary Shares and in order to
        enable the Company to comply with its obligations in respect to the
        PIERS, the Operating Partnership Agreement was amended to provide for
        the issuance to the Company preferred units of partnership interest (the
        "Preferred Units") which have rights, preferences and other privileges,
        including distribution, liquidation, conversion and redemption rights,
        that mirror those of the PIERS.  Accordingly, the Operating Partnership
        will be required to make all required distributions on the Preferred
        Units prior to any distribution of cash or assets to the holders of the
        Units. At June 30, 1998, 100% of the Preferred Units (337,500) were
        owned by the Company.





                                    7 of 30
<PAGE>   8

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


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

        In the opinion of management, all adjustments consisting of normal
        recurring adjustments necessary to present fairly the financial position
        of the Company as of June 30, 1998 , and the results of operations for
        the three and six months ended June 30, 1998 and 1997 and cash flows for
        the six months ended June 30, 1998 and 1997 have been included.

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

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

        Basic per share amounts are based on the weighted average of common
        shares outstanding of 35,783,276 for 1998 and 30,784,649 for 1997.
        Diluted per share amounts are based on the weighted average common
        shares and the effect of dilutive securities (stock options) outstanding
        of 35,996,404 for 1998 and 30,880,409 for 1997.  The effect of the
        issuance of the PIERS is anti-dilutive with respect to the Company's
        calculation of diluted earnings per share for the three and six months
        ended June 30, 1998 and therefore has been excluded as specified by
        Statement 128.  In addition, options to purchase 227,500 shares of
        common stock at 36.19 per share were outstanding during 1998 but were
        not included in the computation of diluted earnings per share because
        the options' exercise price was greater than the average market price of
        the common shares and, therefore, the effect would by antidilutive.  The
        outstanding Units have been excluded from the diluted earnings per share
        calculation as there would be no effect on the amounts since the
        minority interests' share of income would also be added back to net
        income.






                                    8 of 30
<PAGE>   9

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


        NOTES RECEIVABLE - COMMON STOCK PURCHASE
        In April and May, 1998 certain officers of the Company issued to the
        Company an aggregate of $3,040 of notes in connection with their
        exercise of options to purchase an aggregate of 160,000 shares of
        Company common stock.  The notes, bearing interest at 6.25% per annum,
        are collateralized by the stock issued upon exercise of such options,
        provide for quarterly payments of interest and are payable to the
        Company on demand.

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



<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED                       SIX MONTHS ENDED
                                                            JUNE 30,                                JUNE 30,
                                                     1998               1997                1998              1997
<S>                                                 <C>                 <C>                 <C>               <C>
Numerators:
Income before extraordinary item                    $18,141             11,127              26,596            59,080
  Dividends on PIERS                                 (1,199)                --              (1,199)               --
                                                    -------             ------              ------            ------
  Income available to common shareholders
   before extraordinary item - for basic and
   diluted EPS                                       16,942             11,127              25,397            59,080
Extraordinary  Item                                     --                  --                 --               (377)
                                                    -------             ------              ------            ------
  Net income available to common
   shareholders  -  for basic and diluted EPS       $16,942             11,127              25,397            58,703
                                                    =======             ======              ======            ======

Denominators:
Weighted average common shares
 outstanding (in thousands) - for basic EPS          35,877             30,781              35,783            30,785
Effect of dilutive securities - options                 170                 50                 214                95
                                                    -------             ------              ------            ------
Weighted average common shares
 outstanding (in thousands) - for diluted EPS        36,047             30,831              35,997            30,880
                                                    =======             ======              ======            ======
</TABLE>


        REVENUE RECOGNITION

        Minimum rent revenues are recognized on a straight-line basis over the
        term of the related leases.  Percentage rents are recognized on an
        accrual basis (see Note 11).  Recoveries from tenants for taxes,
        insurance and other shopping center operating expenses are recognized as
        revenues in the period the applicable costs are incurred.  The Company
        provides an allowance for doubtful accounts against the portion of
        accounts receivable (including amounts recognized as receivable due to
        the recognition of minimum rents on a straight-line basis as described
        above) which is estimated to be uncollectible.  Such allowances are
        reviewed periodically based upon the recovery experience of the Company.



NOTE 2  CENTERMARK
        On February 11, 1994, the Company acquired 40% of the stock of
        CenterMark which owned interests in several major regional shopping
        malls and power 




                                    9 of 30
<PAGE>   10

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

        centers. The Company's portion of the cash purchase price for the
        CenterMark stock, including certain transaction costs, was approximately
        $182,000.

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

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


NOTE 3  GGP/HOMART
        The Company owns 38.2% of GGP/Homart with the remaining ownership
        interests owned by four institutional investors.  The co-investors in
        GGP/Homart are allowed to exercise an exchange right according to the
        stockholders agreement.  The exchange right is designed to allow a
        GGP/Homart stockholder to convert their ownership interest in GGP/Homart
        to a common stock ownership interest in General Growth Properties, Inc.
        GGP/Homart currently owns interests in twenty-three regional shopping
        malls. GGP/Homart has elected real estate investment trust status for
        income tax purposes.






                                    10 of 30
<PAGE>   11

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



     Below is summarized financial information for GGP/Homart for the three and
     six months ended June 30, 1998  and 1997.


                                GGP/HOMART, INC.
              CONDENSED AND CONSOLIDATED STATEMENTS OF OPERATIONS
           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                       (UNAUDITED, DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED             SIX MONTHS  ENDED
                                                    JUNE 30,                       JUNE 30,
                                                1998         1997           1998             1997
                                              --------     -------        -------           -------
<S>                                           <C>          <C>            <C>               <C>
Revenues:
    Minimum rents                             $ 29,026      24,349         57,846           49,189
    Tenant recoveries                           11,762      12,005         22,916           22,740
    Percentage rents                               799         615          1,543            1,249
    Other                                          775         856          1,572            1,563
                                              --------      ------         ------           ------
          Total Revenues                        42,362      37,825         83,877           74,741

Operating expenses                             (17,215)    (15,475)       (37,177)         (31,510)
Depreciation                                    (7,475)     (6,447)       (15,257)         (12,953)
                                              --------      ------         ------           ------
          Operating Income                      17,672      15,903         31,443           30,278

Interest expense, net                          (11,359)     (9,867)       (23,152)         (20,695)
Equity in net income of unconsolidated real
 estate affiliates                               1,660       2,785          3,102            4,123
Gain on property sales                           9,465         735         10,715              681
Income allocated to minority interest             (164)        (66)          (293)            (122)
                                              --------      ------         ------           ------
          Net Income                          $ 17,274       9,490         21,815           14,265
                                              ========       =====         ======           ======
</TABLE>





                                    11 of 30
<PAGE>   12


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


NOTE 4  PROPERTY ACQUISITIONS AND DEVELOPMENTS
        ACQUISITIONS
        1998
        -----
        On April 2, 1998 the Company acquired a 100% ownership interest in
        Southwest Plaza in Denver, Colorado.  On May 8, 1998, the Company
        completed the acquisition of 100% of the ownership interest in the
        Northbrook Court Shopping Center in Northbrook (Chicago), Illinois. The
        aggregate purchase price for Southwest Plaza and Northbrook Court,
        including assumed debt, was approximately $261,000.

        On June 2, 1998, the Company acquired the U.S. retail property portfolio
        (the "MEPC Portfolio") of MEPC plc, a United Kingdom based real estate
        company ("MEPC"), through the purchase of the stock of the three U.S.
        subsidiaries of MEPC that directly or indirectly own the MEPC Portfolio.
        The Company acquired the MEPC Portfolio for approximately $871,000 (less
        certain adjustments for tenant allowances, construction costs, MEPC U.S.
        Subsidiary liabilities and other items). The Company borrowed
        approximately $830,000 to finance the purchase price for the stock,
        which was paid in cash at closing as more fully described in Note 6.
        The MEPC Portfolio consists of eight enclosed mall shopping centers; The
        Apache Mall in Rochester, Minnesota, the Boulevard Mall in Las Vegas,
        Nevada, the Cumberland Mall in Atlanta, Georgia, the McCreless Mall in
        San Antonio, Texas, the Northridge Fashion Center in Northridge (Los
        Angeles), California, the Regency Square Mall in Jacksonville, Florida,
        the Riverlands Shopping center in LaPlace, Louisiana and the Valley
        Plaza Mall in Bakersfield, California.

        On July 21, 1998 the Company acquired a 100% ownership interest in the
        Altamonte Mall in Altamonte Springs (Orlando), Florida.  The purchase
        price consisted of approximately $141,000 (3,683,143 units) of Operating
        Partnership Units and approximately $28,000 in cash funded from the
        Company credit facility. 


        In addition, in 1998 the Company, through an unconsolidated joint
        venture, acquired the U.S. Prime Property, Inc. ("USPPI") portfolio as
        described below.

        The Company financed the forgoing acquisitions through a combination of
        secured and unsecured debt and the proceeds of the PIERS as described in
        Note 1.






                                    12 of 30
<PAGE>   13


                        GENERAL GROWTH PROPERTIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              (Dollars in thousands, except for per share amounts)


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

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

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

        The acquisitions completed as of June 30, 1998  were accounted for
        utilizing the purchase method and accordingly, the results of operations
        are included in the Operating Partnership's results of operations from
        the respective dates of acquisition (for pro forma effect, see Note 12).

        DEVELOPMENTS

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

        INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

        On July 23, 1998, effective as of June 30, 1998, the Company acquired
        through a merger USPPI.  The Company also reached agreement with a joint
        venture partner pursuant to which the joint venture partner acquired 49%
        of the common stock acquired by the Operating Partnership pursuant to
        the merger agreement and the Operating Partnership retained the 





                                    13 of 30
<PAGE>   14

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

        remainder of the common stock.  The newly merged entity ("GGP Ivanhoe
        II") will continue to operate as a private REIT.  The aggregate
        consideration paid pursuant to the merger agreement was approximately
        $625,000 (less certain adjustments, including a credit of approximately
        $64 million for outstanding mortgage indebtedness and accrued interest
        thereon).  GGP Ivanhoe II obtained a $392,000 interim loan bearing
        interest at LIBOR plus 90 basis points which becomes due July 1, 1999.
        The balance of the consideration paid was represented by equity from the
        Operating Partnership and the venture partner in proportion to their
        respective stock ownership. Pursuant to the purchase and venture
        agreements, the Operating Partnership was obligated to contribute
        approximately $91,290 to GGP Ivanhoe II of which approximately $18,800
        was contributed on June 30, 1998 and the remaining approximately $72,490
        (less certain interest and other credits) was contributed in mid-July,
        1998.  The Operating Partnership's capital contributions were funded
        primarily from its line of credit facility as described in Note 6.  GGP
        Ivanhoe II owns: the Landmark Mall in Alexandria, Virginia; the Mayfair
        Mall and adjacent office buildings in Wauwatosa, Wisconsin; the Meadows
        Mall in Las Vegas, Nevada; the Northgate Mall in Chattanooga, Tennessee;
        Oglethorpe Mall in Savannah, Georgia; and the Park City Center in
        Lancaster, Pennsylvania.  The properties acquired will be managed by
        GGMI.

        The joint venture partner ("Ivanhoe") in GGP Ivanhoe II is an affiliate
        of the Operating Partnership's joint venture partner in GGP/Ivanhoe
        (described below).  The Operating Partnership and Ivanhoe share in the
        profits and losses, cash flows and other matters relating to GGP Ivanhoe
        II in accordance with their respective ownership percentages except that
        certain major operating and capital decisions (as defined in the venture
        agreements) will require the approval of both partners. Accordingly, the
        Operating Partnership is accounting for GGP Ivanhoe II using the equity
        method.

        Additionally, the stockholders' agreement of GGP Ivanhoe II contains
        provisions regarding buy-sell rights of the Operating Partnership and
        Ivanhoe.  The stockholders' agreement further provides that Ivanhoe has
        the right (exercisable on the fifth or seventh anniversary of the
        closing date) to require the Operating Partnership to acquire Ivanhoe's
        interest in GGP Ivanhoe II for a purchase price determined by reference
        to the then value of the GGP Ivanhoe II assets.  If the Operating
        Partnership acquires Ivanhoe's interest, the consideration can be paid
        in cash, common stock of the Company, or a combination thereof.

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


                                    14 of 30

<PAGE>   15
                        GENERAL GROWTH PROPERTIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              (Dollars in thousands, except for per share amounts)

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


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

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





                                    15 of 30
<PAGE>   16

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


NOTE 6  MORTGAGE NOTES AND OTHER DEBT PAYABLE
        FIXED RATE DEBT
        MORTGAGE NOTES PAYABLE
        Mortgage notes payable consist primarily of fixed rate non-recourse
        notes collateralized by individual or groups of properties.  Certain
        mortgage notes payable may be prepaid but are generally subject to a
        prepayment penalty of a yield-maintenance premium or a percentage of the
        loan balance.

        VARIABLE RATE DEBT
        MORTGAGE NOTE PAYABLE
        The mortgage note secured by the Eden Prairie Mall at June 30, 1998 is a
        non-recourse loan that bears interest at LIBOR (5.65% at June 30, 1998)
        plus 118 basis points and matures in December of 1998.  The Company
        expects to retire this $16,743 obligation when due.  The mortgage note
        is cross-collateralized with several GGP/Homart centers.

        ACQUISITION FINANCING
        The Company obtained in June, 1998 a loan of approximately $830,000 to
        acquire the MEPC portfolio as described in Note 4.  The Company repaid
        approximately $217,000 of this loan on June 10, 1998 from the net
        proceeds of the public offering of the PIERS as described in Note 1.
        Subsequently, the Company, has fixed the annual interest rate with
        respect to approximately $550,000 of such loan at 6.7% per annum, with a
        maturity date of ten years and the remainder (approximately $63,000)
        bearing interest at the rate of 6.55% per annum, which rate will be
        adjusted monthly to equal LIBOR plus 0.9% and maturing June 1, 1999.
        The loan is secured by the MEPC Portfolio.

        CREDIT FACILITY
        The Company's $200,000 unsecured revolving credit facility bears
        interest at LIBOR plus 80 to 120 basis points depending upon the
        Company's leverage ratio and matures on July 31, 1999 excluding a one
        year extension option.  The credit facility is subject to financial
        performance covenants including debt-to-market capitalization, minimum
        earnings before interest, taxes, depreciation and amortization
        ("EBITDA") ratios and minimum equity values.  On June 30, 1998 , the
        credit facility had an outstanding balance of $70,000.

        CONSTRUCTION LOANS AND LETTERS OF CREDIT
        Two construction loans were arranged in connection with the development
        of two regional malls.  These recourse loans were repaid in 1997.





                                    16 of 30
<PAGE>   17

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



        As of June 30, 1998  and December 31, 1997, the Operating Partnership
        had outstanding letters of credit of $8,575 and $7,717, respectively,
        primarily in connection with special real estate assessments and
        insurance requirements.


NOTE 7  EXTRAORDINARY ITEMS
        The extraordinary items resulted from prepayment costs and unamortized
        deferred financing costs related to the early extinguishment of mortgage
        notes payable.


NOTE 8  DISTRIBUTIONS PAYABLE
        On June 23, 1998 the Company declared a cash distribution of $.47 per
        share that was paid on July 31, 1998 to stockholders of record on July
        15, 1998, totaling $16,871.  In addition, a distribution of $8,989 was
        paid to the limited partners of the Operating Partnership.

        On February 20, 1998, the Company declared a cash distribution of $.47
        per share that was paid on April 30, 1998 to stockholders of record on
        April 16, 1998, totaling $16,864.  In addition, a distribution of $8,756
        was paid to the limited partners of the Operating Partnership.

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


NOTE 9  MORTGAGE NOTE RECEIVABLE
        During 1998 the Company advanced $50,000 to an unaffiliated developer in
        the form of a mortgage loan (bearing interest at 10% per annum)
        collateralized by such developer's ownership interest in a regional
        shopping mall in Shreveport, Louisiana.  At June 30, 1998 the excess of
        accrued interest receivable over the monthly payments by the borrower of
        $61 has been added to the loan balance.  The Company expects this
        mortgage note and related interest due to be collected by the end of
        1998.


NOTE 10 COMMITMENTS AND CONTINGENCIES
        In the normal course of business, from time to time, the Company is
        involved in legal actions relating to the ownership and operations of
        its properties.  In 





                                    17 of 30
<PAGE>   18

                        GENERAL GROWTH PROPERTIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              (Dollars in thousands, except for per share amounts)



        management's opinion, the liabilities, if any, that may ultimately
        result from such legal actions are not expected to have a materially
        adverse effect on the consolidated financial position, results of
        operations or liquidity of the Company.

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


NOTE 11  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In June of 1997, the Financial Accounting Standards Board ("FASB")
         issued Statement No. 130, "Reporting Comprehensive Income" which the
         Company has adopted as of January 1, 1998.  The Company has no
         significant items of other comprehensive income and therefore the
         adoption of this standard has not had an impact on its financial
         statements.  In addition, the FASB issued Statement No. 131,
         "Disclosures about Segments of an Enterprise and Related Information"
         ("Statement 131").  Pursuant to the requirements of Statement 131, the
         additional reporting and disclosure requirements will be reflected in
         the Company's 1998 annual report and, on a comparative basis, in the
         Company's 1999 interim reports.

         In March 1998, the Emerging Issues Task Force ("EITF") issued a
         consensus opinion entitled "Accounting for Internal Costs Relating to
         Real Estate Property Acquisitions" ("EITF 97-11").  EITF 97-11 was
         effective as of March 19, 1998 and provides that the internal costs of
         identifying and acquiring operating property should be expensed as
         incurred.  The Company currently expects a nominal increase in expenses
         in future periods for such expenditures that were previously
         capitalized and reflected as property costs to be depreciated over the
         useful life of the property acquired.

         In April 1998, the Accounting Standards Executive Committee of the
         American Institute of Certified Public Accountants ("AICPA") issued
         Statement of Position 98-5, "Reporting on the Costs of Start-Up
         Activities" ("SOP 98-5") which is effective for fiscal years beginning
         after December 15, 1998.  SOP 98-5 requires that the net unamortized
         balance of all start up costs and organizational costs be written off
         as a cumulative effect of a change in accounting principle and all
         future start-up costs and organizational costs be expensed.  The
         Company has not completed its evaluation of the effects of the
         implementation of SOP 98-5, but as the Company does not believe it has
         a significant amount of such unamortized costs, the effect of adopting
         this statement in 1999 is not expected to be material.



                                    18 of 30
<PAGE>   19

                        GENERAL GROWTH PROPERTIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              (Dollars in thousands, except for per share amounts)




         In May, 1998, the EITF issued a consensus opinion entitled "Accounting
         for Contingent Rent in Interim Financial Periods" ("EITF 98-9").  EITF
         98-9 is effective as of May 21, 1998 and provides that rental income
         should be deferred in interim periods by the lessor if the triggering
         events that create contingent rent have not yet occurred.  The Company
         had previously accrued, on an interim basis, percentage rents based on
         the prorated annual percentage rent estimated to be due from tenants.
         The Company, as provided by EITF 98-9, has prospectively adopted this
         consensus and will not record additional percentage rent in 1998 above
         amounts recognized in the three and six months ended June 30, 1998
         ($2,580 and $5,013, respectively) until such triggering events occur.
         The effect of EITF 98-9 is not expected to be significant on annual
         financial results but, based upon the effective date of the consensus,
         adoption of the consensus will cause a shift in the Company's
         recognition, including amounts from the operations of GGP/Homart and
         the Property Joint Ventures, of percentage rent from interim quarters
         to the fourth quarter in 1998 and subsequent years.

         On June 1, 1998 the FASB issued a Statement No. 133 "Accounting for
         Derivative Instruments and Hedging Activities", effective for fiscal
         years beginning after June 15, 1999.  As the Company does not currently
         have any investments in derivatives, the effect of adoption of the
         standard when effective is not expected to have any significant impact
         on the Company's financial statements.


NOTE 12  PRO FORMA FINANCIAL INFORMATION
         Due to the impact of the public offering of the PIERS in 1998 as
         described in Note 1 and the acquisitions during 1997 and 1998 described
         in Note 4, historical results of operations may not be indicative of
         future results of operations.  The pro forma condensed consolidated
         statements of operations for the six months ended June 30, 1998 include
         adjustments for the public offering of the PIERS in 1998 and the
         acquisition of 100% of the eight operating properties in the MEPC
         Portfolio, Northbrook Court, Southwest Plaza and a 51% interest in the
         six operating properties owned by GGP Ivanhoe II as if such
         transactions occurred on January 1, 1998.  The pro forma condensed
         consolidated statements of operations for the six months ended June 30,
         1997 include adjustments for the public offering of the PIERS in 1998
         and the acquisition of 100% of the ten operating properties in 1998 and
         51% of GGP Ivanhoe II and adjustments for the acquisition of 100% of
         Market Place Shopping Center, Century Plaza and Southlake Mall, Eden
         Prairie, Valley Hills, a 51% interest in GGP/Ivanhoe and a 50% interest
         in Town East as if such transactions had occurred on January 1, 1997.
         The pro forma information is based upon the historical consolidated
         statements of operations and does not purport to present 



                                    19 of 30

<PAGE>   20

                        GENERAL GROWTH PROPERTIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              (Dollars in thousands, except for per share amounts)



         what actual results would have been had the offerings, acquisitions,
         and related transactions, in fact, occurred at the previously mentioned
         dates, or to project results for any future period.





                                    20 of 30
<PAGE>   21

                        GENERAL GROWTH PROPERTIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              (Dollars in thousands, except for per share amounts)


<TABLE>
<CAPTION>
                                                        SIX MONTHS ENDED                    SIX MONTHS ENDED
                                                            JUNE 30,                            JUNE 30,
                                                              1998                                1997
                                                       ------------------                  ------------------
<S>                                                    <C>                                 <C>
Total Revenues:                                          $ 219,721                              210,698  
                                                         =========                            =========  
                                                                                                         
Expenses:                                                                                                
   Property operating                                       78,236                               78,559  
   Management fees                                           2,253                                2,241  
   Depreciation and amortization                            39,083                               37,628  
                                                         ---------                            ---------  
Total expenses                                             119,572                              118,428  
                                                         ---------                            ---------  
                                                                                                         
Operating income                                           100,149                               92,270  
Interest expense, net                                      (63,924)                             (66,790) 
Equity in net income/(loss) of unconsolidated affiliates                                                 
   GGP/Homart                                                8,336                                5,451  
   Property Joint Ventures                                   1,524                                1,348  
   General Growth Management, Inc.                          (7,563)                                 832  
                                                                                                         
Minority interest in operating partnership                  (9,168)                              (8,049) 
                                                         ---------                            ---------  
                                                                                                         
Pro forma net income (a)                                 $  29,354                               25,062  
Pro forma preferred stock dividends                        (12,234)                             (12,234) 
                                                         ---------                            ---------  
Pro forma net income available to common stockholders       17,120                               12,828  
                                                         =========                            =========  

Pro forma earnings per share - basic (b)                       .48                                  .42  
                                                         =========                            =========  
Pro forma earnings per share - diluted (b)                     .48                                  .42  
                                                         =========                            =========  
</TABLE>

(a)  The pro forma adjustments include management fee and depreciation
     modifications and adjustments to give effect to the public offering and
     acquisitions activity described above.
(b)  Pro forma basic earnings per share are based upon weighted average common
     shares of 35,783,276 for 1998 and 30,784,649 for 1997.  Pro forma diluted
     per share amounts are based on the weighted average common shares and the
     effect of dilutive securities (stock options) outstanding of 35,996,404 for
     1998 and 30,880,409 for 1997.





                                    21 of 30

<PAGE>   22
                        GENERAL GROWTH PROPERTIES, INC.


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

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

         Effective June 30, 1998, the Company together with the Operating
         Partnership owned 100% of the forty-five Wholly-Owned Centers, 51% of
         the stock of GGP/Ivanhoe, 50% of Quail Springs and Town East, 51% of
         the stock of GGP Ivanhoe II, 38.2% of the stock of GGP/Homart, and a
         non-voting preferred stock ownership interest (representing 95% of the
         equity interest) in GGMI (Note 5).  GGP/Homart owns interests in
         twenty-three shopping centers, GGP/Ivanhoe owns interests in two
         shopping centers, and GGP Ivanhoe II owns interests in six shopping
         centers.  Revenues are primarily derived from fixed minimum rents,
         percentage rents and recoveries of operating expenses from tenants.
         Inasmuch as the Company's financial statements reflect the use of the
         equity method to account for its investments in GGP/Homart,
         GGP/Ivanhoe, GGP Ivanhoe II, GGMI, Quail Springs and Town East, the
         discussion of results of operations below relates primarily to the
         revenues and expenses of the Wholly-Owned Centers.  The Wholly-Owned
         Centers, the Homart Centers, GGP/Ivanhoe, GGP Ivanhoe II, Quail
         Springs and Town East are collectively known as the "Company
         Portfolio".

         The mall store and free standing store portions of the centers in the
         Company Portfolio which were not currently undergoing redevelopment on
         June 30, 1997 had an occupancy of approximately 83.8%. On June 30,
         1998, the mall store and freestanding store portions of the centers in
         the Company Portfolio which are not currently undergoing redevelopment
         were approximately 86.7% occupied, which is an increase of 2.9% over
         1997.

         Comparable mall store sales are sales of those tenants that were open
         the previous 12 months.  Therefore, comparable mall store sales in the
         six months ended June 30, 1998 are of those tenants that were
         operating in the first and second quarter of 1997.  Comparable mall
         store sales averaged $280 per square foot for the Company Portfolio in
         the first and second quarter of 1998.  In the first and second quarter
         of 1998, total mall store sales for the Company Portfolio increased by
         11% over the same period in 1997, and comparable mall store sales
         increased by 5.5% over 1997.

         The average mall store rent per square foot from leases that expired
         in the six months ended June 30, 1998 was $23.90.  The Company
         Portfolio benefited from increasing rents inasmuch as the weighted
         average mall store rent per square foot on new and renewal leases
         executed during 1998 was $27.21 or $3.31 per square foot above the
         average for expiring leases.





                                    22 of 30
<PAGE>   23
                        GENERAL GROWTH PROPERTIES, INC.


         FORWARD-LOOKING INFORMATION

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

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


         RESULTS OF OPERATIONS OF THE COMPANY

         THREE MONTHS  ENDED JUNE 30, 1998  AND 1997

         Total revenues for the three months ended June 30, 1998 were $88.6
         million, which represents an increase of $18.9 million or
         approximately 27.1% from $69.7 million in the three months ended June
         30, 1997.  Approximately $15.5 million or 82.0% of the increase is
         from acquisitions completed after June 30, 1997.  Increased revenues
         at comparable properties (properties owned at all times during current
         and prior periods) accounted for the remaining $3.4 million or 18.0%
         of the increase.  Minimum rent for the three months ended June 30,
         1998 increased by $13.5 million or 31.8% from $42.5 million in the
         comparable period in 1997 to $56.0 million.  The acquisition of
         properties generated a $9.5 million increase in minimum rents.
         Expansion space, specialty leasing and a combination of occupancy,
         rental charges and allowance reserve adjustments at the comparable
         centers accounted for the remaining increase in minimum rents.  Tenant
         recoveries increased by $3.7 million or 15.7% from $23.5 million to
         $27.2 million for the three months ended June 30, 1998.  Substantially
         all of the increase was generated by properties which were 



                                    23 of 30
<PAGE>   24
                        GENERAL GROWTH PROPERTIES, INC.


         recently acquired. For the three months ended June 30, 1998, percentage
         rents increased to $2.6 million from $1.6 million in 1997. Acquisitions
         contributed approximately $.3 million of the increase in percentage
         rent, with increased sales of tenants at comparable centers generating
         the remaining increase. Other revenues increased by approximately $.2
         million or 16.7% to $1.4 million for the three months ended June 30,
         1998 from $1.2 million in 1997, substantially all of which related to
         comparable centers.

         Total expenses, including depreciation and amortization, increased by
         approximately $6.9 million, from $37.4 million in the three months
         ended June 30, 1997 to $44.3 million in the three months ended June
         30, 1998.  For the three months ended June 30, 1998, property
         operating expenses increased by $2.0 million or 11.2% from $17.9
         million in 1997 to $19.9 million in the first quarter of 1998,
         substantially all of which is attributable to new acquisitions.
         Depreciation and amortization increased by $3.1 million over the same
         period in 1997.  Approximately $1.8 million of the increase in
         depreciation and amortization was generated at comparable centers.
         The remaining $1.3 million was from newly acquired properties.
         Management fees to affiliates and general and administrative expenses
         together were approximately $.3 million higher than in the three
         months ended June 30, 1997.

         Net interest expense for the three months ended June 30, 1998 was $23.1
         million, an increase of $5.3 million or 29.8% from $17.8 million in the
         three months ended June 30, 1997.  The acquisition of new properties
         was responsible for substantially all of such increase.
 
         Equity in net income of unconsolidated affiliates in the three months
         ended June 30, 1998 increased by approximately $2.6 million to $5.9
         million in 1998, from $3.3 million in the three months ended June 30,
         1997.  The Company's equity in the earnings of GGP/Homart increased
         approximately $3.0 million, primarily due to the gain recognized by
         GGP/Homart on its May, 1998 sale of its interest in the Rolling Oaks
         Mall in San Antonio, Texas.  The Company's ownership interest in GGMI
         resulted in a decrease of $.7 million, primarily due to lower fee
         income from management and development activities in 1998.  Property
         Joint Ventures (see Note 1) accounted for an increase of approximately
         $.3 million due primarily to the acquisitions of the Town East Mall
         and the two malls by GGP/Ivanhoe in 1997 as described more fully in
         Note 4.


                                    24 of 30

<PAGE>   25
                        GENERAL GROWTH PROPERTIES, INC.


         SIX MONTHS  ENDED JUNE 30, 1998  AND 1997

         Total revenues for the six months ended June 30, 1998 were $169.0
         million, which represents an increase of $34.0 million or
         approximately 25.2% from $135.0 million in the six months ended June
         30, 1997.  Approximately $24.7 million or 72.6% of the increase is
         from acquisitions completed during 1997 and 1998.  Increased revenues
         at comparable properties (properties owned at all times during current
         and prior periods) accounted for the remaining $9.3 million or 27.4%
         of the increase.  Minimum rent for the six months ended June 30, 1998
         increased by $24.9 million or 30.5% from $81.6 million in 1997 to
         $106.5 million.  The acquisition of properties generated a $15.0
         million increase in minimum rents.  Expansion space, specialty leasing
         and a combination of occupancy, rental charges and allowance reserve
         adjustments at the comparable centers accounted for the remaining
         increase in minimum rents.  Tenant recoveries increased by $7.7
         million or 17.0% from $45.2 million to $52.9 million for the six
         months ended June 30, 1998.  Approximately $2.5 million of the
         increase is attributable to higher recoverable operating expenses at
         the comparable malls.  The remaining $5.2 million increase was
         generated by properties which were recently acquired.  For the six
         months ended June 30, 1998, overage rents increased to $5.0 million
         from $3.6 million in 1997.  Acquisitions contributed $.8 million of
         the $1.4 million increase in overage rent.  Other revenues decreased
         by approximately $.4 million or 14.3% to $2.4 million for the six
         months ended June 30, 1998 from $2.8 million in 1997, substantially
         all of which related to comparable centers.

         Total expenses, including depreciation and amortization, increased by
         approximately $16.5 million, from $72.3 million in the six months
         ended June 30, 1997 to $88.8 million in the six months ended June 30,
         1998.  For the six months ended June 30, 1998, property operating
         expenses increased by $7.5 million or 21.7% from $34.6 million in 1997
         to $42.1 million in the first quarter of 1998.  Of this increase,
         recent acquisitions accounted for $5.6 million, while higher
         recoverable operating costs at comparable centers contributed the
         remaining $1.9 million.  Depreciation and amortization increased by
         $5.9 million over the same period in 1997.  Approximately $2.6 million
         of the $5.9 million increase in depreciation and amortization was
         generated at comparable centers.  The remaining $3.3 million was from
         newly acquired properties. Management fees to affiliates and general
         and administrative expenses together were approximately $.7 million
         higher than in the six months ended June 30, 1997.

         Net interest expense for the six months ended June 30, 1998 was $40.9
         million, an increase of $7.7 million or 23.2% from $33.2 million in
         the six months ended June 30, 1997, substantially all due to
         indebtedness incurred in connection with the acquisition of new
         properties in 1997 and 1998.

         Equity in net income of unconsolidated affiliates in the six months
         ended June 30, 1998 decreased by approximately $4.5 million to $.7
         million in 1998, from $5.2 million in the six months ended June 30,
         1997. The Company's ownership interest in GGMI resulted in a decrease
         of $8.4 million, primarily due to the write-off of certain 





                                    25 of 30
<PAGE>   26
                        GENERAL GROWTH PROPERTIES, INC.

         unamortized third-party management contract costs recorded at the
         acquisition of GGMI which relates to contracts terminated in the first
         quarter of 1998. The Company's equity in the earnings of GGP/Homart
         increased approximately $2.9 million, primarily due to the gain
         recognized by GGP/Homart on its May, 1998 sale of its interest in the
         Rolling Oaks Mall in San Antonio, Texas. Property Joint Ventures (see
         Note 1) accounted for an increase of approximately $1.0 million due
         primarily to the acquisitions of the Town East Mall and the two malls
         by GGP/Ivanhoe in 1997 as described more fully in Note 4.


         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 established a $200 million
         unsecured credit facility in August of 1997.  This facility provided
         all of the funds necessary to complete the development of Coralville
         Mall in Iowa City, Iowa and is expected to provide the funds to
         complete the mall under development in Grand Rapids, Michigan and to
         fund certain other non-recurring capital expenditures or expansions
         that are currently under construction or being contemplated and/or
         evaluated.  The Company acquired Southwest Plaza in Denver, Colorado
         in April 1998 and Northbrook Court in Northbrook (Chicago), Illinois
         in May 1998 and two portfolios of malls in June 1998 as more fully
         described in Note 4.  In addition, the Company acquired the Altamonte
         Mall in Altamonte Springs (Orlando), Florida in July 1998 as also
         described in Note 4.  As more fully described in Notes 4 and 6, such
         acquisitions were funded by cash and cash equivalents on hand, short
         and long term debt financing, issuance of additional Units, joint
         venture contributions and a public offering of convertible preferred
         stock, as described in Note 1.

         Net cash provided by operating activities was $6.6 million in the
         first six months of 1998, an increase of $29.2 million from $37.7
         million in the same period in 1997. Net income before allocations to
         the minority interest decreased $52.9 million which was represented
         primarily by the $58.6 million gain on the partial sale of CenterMark
         recognized in 1997.  The other significant change in cash provided by
         operating activities was a $6.6 million increase in cash flows from
         operating activities related to accounts payable and accrued expenses
         in 1998.


         Net cash used by investing activities was $1,022 million in 1998
         compared to $67 million of cash used in 1997.  Cash flow from
         investing activities was impacted by acquisitions (including
         liabilities assumed at acquisition), development and improvements to
         real estate properties, which caused a decrease in cash of




                                    26 of 30
<PAGE>   27
                        GENERAL GROWTH PROPERTIES, INC.


         approximately $923.8 million in 1998.  The Company advanced $50
         million in 1998 to an unaffiliated borrower.  The Company has an
         option in 1998 to acquire the underlying asset collateralizing this
         mortgage note receivable.  The proceeds from the sale of CenterMark
         provided funds of $130.5 million in 1997.  No such sale proceeds were
         realized in 1998.

         Financing activities contributed cash of $959.4 million in 1998,
         compared to a source of cash of $19.4 million in 1997.  As described
         in Note 1, the Company completed a public offering of preferred stock
         in June, 1998.  This public offering resulted in net proceeds of
         approximately $322.6 million which was primarily used to reduce
         acquisition related financing and amounts drawn on the Company's line
         of credit.  Such payments are reflected in the increase in the use of
         cash for financing activities for principal payments on mortgage notes
         and other debt in 1998 as compared to 1997.  An additional major
         contributing factor of cash from financing activity is financing from
         mortgages and acquisition debt which had a positive impact of $1,141
         million in 1998 versus approximately $187.5 million in 1997.  The
         additional financing was used to fund the acquisitions and
         redevelopment of real estate that was discussed above.  The remaining
         use of cash was primarily accounted for by increased distributions
         paid during the first six months of 1998.

         In order to remain qualified as a real estate investment trust for
         federal income tax purposes, the Company must distribute 100% of
         capital gains and at least 95% of its ordinary taxable income to
         stockholders.  The following factors, among others, will affect
         operating cash flow and, accordingly, influence the decisions of the
         Board of Directors regarding distributions: (i) scheduled increases in
         base rents of existing leases; (ii) changes in minimum base rents
         and/or percentage rents attributable to replacement of existing leases
         with new or renewal leases; (iii) changes in occupancy rates at
         existing centers and procurement of leases for newly developed
         centers; and (iv) the Company's share of operating cash flow generated
         by GGMI, the Property Joint Ventures, GGP/Homart and distributions
         therefrom, less oversight costs and debt service on additional loans
         that were incurred to finance a portion of the cash purchase price for
         GGP/Homart's stock and other recent company acquisitions.  The Company
         anticipates that its operating cash flow, and potential new debt or
         equity from future offerings, new financings or refinancings will
         provide adequate liquidity to conduct its operations, fund general and
         administrative expenses, fund operating costs and interest payments
         and allow distributions to the Company's preferred and common
         stockholders in accordance with the requirements of the Internal
         Revenue Code of 1986, as amended, for continued qualification as a
         real estate investment trust and to avoid any Company level federal
         income or excise tax.

         RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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



                                    27 of 30
<PAGE>   28
                        GENERAL GROWTH PROPERTIES, INC.


         YEAR 2000 COMPLIANCE

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


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Not applicable

                           PART II. OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

        (a) In the second quarter of 1998 and in conjunction with the issuance
        of the PIERS as described below and in Note 1 of the Notes to
        Consolidated Financial Statements of the Company, the Agreement of
        Limited Partnership of the Operating Partnership was amended to enable
        the Operating Partnership to issue to the Company preferred units of
        partnership interest which have rights, preferences and other
        privileges that mirror those of the PIERS.  The Operating Partnership
        is required to make all required distributions to the holders of the
        preferred units prior to making any distribution of cash or assets to
        the holders of Units.

        (b) In June, 1998 the Company issued 13,500,000 Depository Shares, each
        representing 1/40 of a share of the PIERS issued by the Company as more
        fully described in Note 1, which description is hereby incorporated
        herein by reference.  Holders of PIERS have certain preferences with
        respect to the receipt of dividends and amounts payable upon
        liquidation of the Company over the holders of common stock of the
        Company.  The Company is therefore prohibited from making any
        distributions to holders of common stock unless all required payments
        with respect to the PIERS have been made.





                                    28 of 30
<PAGE>   29
                        GENERAL GROWTH PROPERTIES, INC.



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

         At its Annual Meeting of Stockholders held on May 14, 1998, the
         stockholders voted upon the re-election of John Bucksbaum, Anthony
         Downs and A. Lorne Weil as Directors, the adoption of the 1998
         Incentive Stock Plan and the ratification of the reappointment of
         Pricewaterhouse Coopers LLP as Independent Auditors.  A total of
         35,736,572 shares were eligible to vote on each matter presented at
         the Annual Meeting, which were approved by the following votes of
         stockholders:



<TABLE>
<CAPTION>
                                                   NUMBER OF        NUMBER OF 
                MATTER                             SHARES FOR     SHARES AGAINST    ABSTAIN
---------------------------------------------------------------------------------------------
<S>                                               <C>             <C>               <C>
1. (a) Re-elect John Bucksbaum                     18,403,504        107,462            --- 
   (b) Re-elect Anthony Downs                      18,403,504        107,462            --- 
   (c) Re-elect A. Lorne Weil                      18,403,504        107,462            --- 
2. Approve the 1998 Incentive Stock Plan           14,766,422      3,644,692         89,852 
3. Re-appointment of Pricewaterhouse                                                        
Coopers LLP as Independent Auditors                18,456,967         23,140         30,858 
</TABLE> 


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a) Exhibits - See Exhibit Index
        (b) Reports on Form 8-K

        The following reports on Form 8-K have been filed by the Company during
        the quarter covered by this report:

        1.   Current report on Form 8-K dated May 20, 1998 as amended
             by Form 8-K/A dated June 2, 1998 describing under Item 2 the
             acquisition of Southwest Plaza and Northbrook Court and Financial
             Statements and containing financial statements and pro forma
             information concerning the recent acquisitions of the Company.

        2.   Current report on Form 8-K dated June 4, 1998 describing
             under Item 5 the public offering of the PIERS preferred stock
             underwriting.  No financial statements were filed therewith.

        3.   Current report on Form 8-K dated June 17, 1998 describing
             under Item 2 the acquisition of the MEPC Portfolio.  The report
             incorporated by reference the financial statements and pro forma
             information filed in the Company's 8-K/A dated June 2, 1998.





                                    29 of 30
<PAGE>   30
                        GENERAL GROWTH PROPERTIES, INC.


                                   SIGNATURE

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


                                              GENERAL GROWTH PROPERTIES, INC.
                                                       (Registrant)



Date:  August 12, 1998                        by:  /s/:   Bernard Freibaum
                                                 -------------------------------
                                                 Bernard Freibaum
                                                 Executive Vice President and
                                                 Chief Financial Officer
                                                 (Principal Accounting Officer)





                                    30 of 30
<PAGE>   31
                        GENERAL GROWTH PROPERTIES, INC.





EXHIBIT INDEX

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

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

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

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

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

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

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

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

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

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

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


 
                                      S-1
<PAGE>   32
                        GENERAL GROWTH PROPERTIES, INC.


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

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

     2(n) Stock Purchase Agreement dated as of April 17, 1998 and amended June
2, 1998, among MEPC PLC, MEPC North American Properties Limited, U.K.-American
Holdings Limited and GGP Limited Partnership. (16)

     2(o) Purchase and Sale Agreement dated May 8, 1998, among Grosvenor
International Limited, P.I.C. Investments, Northbrook Court I L.L.C. and
Northbrook Court II L.L.C. (17)

     2(p) Merger Agreement dated May 14, 1998, among GGP Limited Partnership,
GGP Acquisition L.L.C. and U.S. Prime Property, Inc. (17)

     2(q) Sale and Contribution Agreement dated April 2, 1998, between Southwest
Properties Venture and GGP Limited Partnership. (18)

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

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

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

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

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

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

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




                                      S-2
<PAGE>   33
                        GENERAL GROWTH PROPERTIES, INC.


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

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

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

     4(e) Form of Indenture.(12)

     4(f) Certificate of Designations, Preferences and Rights of 7.25% Preferred
Equity Redeemable Stock, Series A. (20)

     4(g) Redemption Rights Agreement dated April 2, 1998, among GGP Limited
Partnership, General Growth Properties, Inc. and Southwest Properties Venture.
(17)

     4(h) Indenture and Servicing Agreement dated as of November 25, 1997, among
the Issuers named therein, LaSalle National Bank, as Trustee, and Midland Loan
Services, L.P., as Servicer (the "Indenture Agreement"). (18)

     4(i) Form of Note pursuant to the Indenture Agreement. (18)

     4(j) Mortgage, Deed of Trust, Security Agreement, Assignment of Leases and
Rents, Fixture Filing and Financing Statement, date and effective as of November
25, 1997, among the Issuers, the Trustee and the Deed Trustees named therein.
(18)

     10(a) Second Amended and Restated Agreement of Limited Partnership of the
Operating Partnership. (19)

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

     10(c) Real Estate Management Agreement dated July 1, 1996, between General
Growth Management, Inc. and GGP Limited Partnership.(13)

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




                                      S-3
<PAGE>   34
                        GENERAL GROWTH PROPERTIES, INC.


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

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

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

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

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

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

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

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

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



(*)  A compensatory plan or arrangement required to be filed.


     27 Financial Data Schedule


================================================================================

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

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

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




                                     S-4

<PAGE>   35

                        GENERAL GROWTH PROPERTIES, INC.



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

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

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

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

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

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

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

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

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

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

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

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

     (16) Previously filed as an exhibit to the Company's current report on Form
8K dated June 17, 1998.

     (17) Previously filed as an exhibit to the Company's current report on Form
8K dated May 26, 1998.

     (18) Previously filed as an exhibit to the Company's current report on
Form 8K/A dated June 2, 1998.

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

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



                                      S-5