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                                                                      ITEM 10.16

                   AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

         Amendment to Registration Rights Agreement (the "Amendment"), dated as
of February 1, 2000, among General Growth Properties, Inc., a Delaware
corporation (the "REIT"), General Growth Companies, Inc., a Delaware corporation
(the "New Investor") and the other parties whose names are set forth under the
caption "Existing Investors" on the signature pages hereto.

                                R E C I T A L S:

         WHEREAS, the REIT and the Existing Investors and/or their predecessors
in interest have entered into that certain Registration Rights Agreement dated
as of April 15, 1993 (the "Agreement") pursuant to which the Existing Investors
have certain registration rights;

         WHEREAS, concurrently herewith, the Partnership is issuing to the New
Investor common units of limited partnership in the Partnership (the "New
Units"); and

         WHEREAS, the parties desire to amend the Agreement to reflect that the
New Limited Partner is entitled to the rights of an "Investor" under the
Agreement as set forth herein.

         NOW, THEREFORE, the parties do hereby agree as follows:

         1.       Capitalized terms used but not defined herein shall have the
meanings set forth in the Agreement.

         2.       Section 1.2 of the Agreement is hereby deleted and the
following is hereby inserted in lieu thereof:

         "1.2     `Eligible Securities' means all or any portion of the Investor
         Shares and any shares of Common Stock acquired by Investors upon
         conversion or exchange of the LP Interests."

         3.       Notwithstanding anything to the contrary contained in the
Agreement, the parties hereby agree that the New Investor is deemed to be an
"Investor" for purposes of the Agreement and, as such, is entitled to all of the
rights of an Investor thereunder and is subject to all of the limitations
thereon and that the New Units are deemed to be "LP Interests" for purposes of
the Agreement. The New Investor hereby agrees to be bound by the terms of the
Agreement, as amended hereby.

         4.       Except as set forth herein, the terms of the Agreement shall
remain in full force and effect for the benefit of the Existing Investors and
the New Investor.

         5.       This Amendment may be executed in counterparts, each of which
shall be deemed an original and all which together shall constitute the same
document.

         6.       This Amendment, to the extent executed by any person or entity
in his or its capacity as trustee of a trust, is executed by such person or
entity solely as such trustee and not in an individual capacity. The execution
by such person or entity of this Amendment in his or its

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capacity as trustee shall not create any liability on, or require the
performance of any covenant by, any such trustee individually nor subject the
individual property of any trustee to any liability.

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

                          REIT:

                          GENERAL GROWTH PROPERTIES, INC., a
                          Delaware corporation

                          By: /s/ Jon Batesole
                              -------------------------------
                              Name:  Jon Batesole
                              Title: Senior Vice President

                          EXISTING INVESTOR:

                          MB CAPITAL PARTNERS III, a South
                          Dakota general partnership

                          By:   MBA Trust, a partner

                                By:   General Trust Company,
                                      not individually but solely as trustee

                                      By:   /s/ Michael Greaves
                                            ----------------------------------
                                            Name:  Michael Greaves
                                            Title:  Vice President

                          NEW INVESTOR:

                          GENERAL GROWTH COMPANIES, INC., a
                          Delaware corporation

                          By: /s/ John Bucksbaum
                              ------------------------------------------
                               Name:  John Bucksbaum
                               Title: Vice President

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