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                                                                   Exhibit 10.19

                               FIRST AMENDMENT TO
                             STOCKHOLDERS AGREEMENT

          This FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT (this "Agreement") is
made and entered into as of September 10, 1996 by and among GGP/HOMART, INC., a
Delaware corporation (the "Company"), GGP LIMITED PARTNERSHIP, a Delaware
limited partnership ("GGP"), THE COMPTROLLER OF THE STATE OF NEW YORK AS TRUSTEE
OF THE COMMON RETIREMENT FUND ("NYSCRF"), a fund, established pursuant to NY
Retirement and Social Security Law Section 422, in the custody of the
Comptroller of the State of New York, EQUITABLE LIFE INSURANCE COMPANY OF IOWA,
USG ANNUITY & LIFE COMPANY, TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA and
GENERAL GROWTH PROPERTIES, INC., a Delaware corporation ("GG Properties"). GGP,
NYSCRF, EQUITABLE LIFE INSURANCE COMPANY OF IOWA, USG ANNUITY & LIFE COMPANY AND
TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA are sometimes referred to herein
individually as a "Stockholder" or collectively as the "Stockholders."

                                    RECITALS

          A. The Company, the Stockholders and GG Properties entered into that
certain Stockholders Agreement, dated as of December 20, 1996 (the "Original
Agreement"). Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Original Agreement.

          B. The Company, the Stockholders and GG Properties desire to amend the
Original Agreement in the manner set forth in this Amendment.

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for other good and valuable consideration,
receipt and sufficiency of which is hereby acknowledged, the Company, the
Stockholders and GG Properties hereby agree as follows:

          1. Section 1.12 of the Original Agreement is hereby deleted in its
entirety and replaced with the following:

          "1.12 "Cash Reserves" shall mean an amount funded from the Initial
Subscription as determined by the Board plus the aggregate amount of all Reserve
Amounts."

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          2. Schedule VII, Part 1, of the Original Agreement is hereby amended
by replacing the words "[open The system known as MRI is currently deemed
acceptable for such purposes]." in Section B, subheading Property level,
subsidiary level and corporate accounting, with the words "Management shall
commence conversion of the computerized management reporting system to the MRI
accounting system no later than January 1997 and use all reasonable efforts to
complete the conversion process by the end of July 1997."

          3. The parties hereto agree that notwithstanding anything to the
contrary in the Original Agreement, including without limitation Schedule X
thereto:

          a) Management shall be entitled to retain the fee previously paid to
     Management by the Company in the amount of approximately $1,200,000 with
     respect to work completed at West Oaks Mall prior to December 20, 1995; and

          b) Commencing in the year 1996 and continuing until the end of the
     year 2004, the aggregate property management, asset management and
     development fees payable to Management each year shall be reduced by
     $200,000 per year for an aggregate reduction of $1,800,000 (the "Aggregate
     Fee Reduction"). Such fee reduction shall be applied monthly, commencing
     with the month of January 1996 and ending with the month of December 2004,
     in the amount of $16,666.67 per month; provided, however, that if the
     Company shall be liquidated, dissolved or merged or consolidated into
     another unrelated Person, or if all or substantially all of the assets of
     the Company shall be sold or otherwise disposed of, or if Management shall
     no longer be entitled to receive the fees described in Schedule X, then
     Management shall have no further obligation or liability to the Company
     with respect to any portion of the Aggregate Fee Reduction that has not
     been applied as of the date of such event.

          4. Annex A to Schedule X of the Original Agreement is hereby amended
by deleting the second page thereof (entitled "GGP/Homart Purchase Price
Allocation Worksheet - Land Homart Share ($ In Thousands)") in its entirety and
replacing it with Exhibit 1 attached hereto.

          5. Annex B to Schedule X of the Original Agreement is hereby deleted
in its entirety and replaced by Exhibit 2 attached hereto.

          6. Schedule X of the Original Agreement is hereby amended by adding
Exhibit 3 attached hereto as Annex C to Schedule X.


                                       -2-
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          7. The Original Agreement is hereby amended by adding Exhibit 4
attached hereto as Exhibit I to the Original Agreement.

          8. Except as set forth in this Amendment, the Original Agreement is
unmodified and in full force and effect.

          9. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE.

          10. This Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

          IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date set forth above.

                                        GGP/HOMART, INC.


                                        By: /s/ Robert A. Michaels
                                            ------------------------------------
                                        Name: Robert A. Michaels
                                              ----------------------------------
                                        Title: President
                                               ---------------------------------


                                        GGP LIMITED PARTNERSHIP

                                        By: General Growth Properties Inc.,
                                            its General Partner


                                        By: /s/ Robert A. Michaels
                                            ------------------------------------
                                        Name: Robert A. Michaels
                                              ----------------------------------
                                        Title: President
                                               ---------------------------------


                                        THE COMPTROLLER OF THE STATE
                                        OF NEW YORK AS TRUSTEE OF
                                        THE COMMON RETIREMENT FUND


                                        By: /s/ John E. Hull
                                            ------------------------------------
                                        Name: John E. Hull
                                        Title: Deputy Comptroller, Investments
                                               and Cash Management


                                      -3-

<PAGE>

                                        EQUITABLE LIFE INSURANCE
                                        COMPANY OF IOWA

                                        By Equitable Investment Services, Inc.,
                                        Agent


                                        By: /s/ Bryan L. Borchert
                                            ------------------------------------
                                        Name: Bryan L. Borchert
                                        Title: Managing Director


                                        USG ANNUITY & LIFE COMPANY
                                        By Equitable Investment Services, Inc.,
                                        Agent


                                        By: /s/ Bryan L. Borchert
                                            ------------------------------------
                                        Name: Bryan L. Borchert
                                        Title: Managing Director


                                        TRUSTEES OF THE UNIVERSITY OF
                                        PENNSYLVANIA


                                        By: /s/ Lucy Momjian
                                            ------------------------------------
                                        Name: Lucy Momjian
                                              ----------------------------------
                                        Title: Assoc. Treasurer


                                        GENERAL GROWTH PROPERTIES, INC.


                                        By: /s/ Robert A. Michaels
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


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