<PAGE>   1
                                                                   EXHIBIT 10(j)

                              NINTH AMENDMENT TO
            AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

     Ninth Amendment to Amended and Restated Agreement of Limited Partnership
(the "Amendment"), dated as of August 8, 1997, among the undersigned parties.

                               R E C I T A L S:

     WHEREAS, a Delaware limited partnership known as GGP Limited Partnership
exists pursuant to that certain Amended and Restated Agreement of Limited
Partnership dated July 27, 1993, as amended by that certain First Amendment
thereto dated May 23, 1995, that certain Second Amendment thereto dated July
13, 1995, that certain Third Amendment thereto dated as of May 21, 1996, that
certain Fourth Amendment thereto dated as of August 30, 1996, that certain
Fifth Amendment thereto dated as of October 4, 1996, that certain Sixth
Amendment thereto dated as of November 27, 1996, that certain Seventh Amendment
thereto dated as of December 6, 1996 and that certain Eighth Amendment thereto
dated as of June 19, 1997 (the "Initial Partnership Agreement");

     WHEREAS, as of the date hereof, General Growth Properties, Inc., a
Delaware corporation and the general partner of the Partnership (the "General
Partner"), sold 4,000,000 shares of its common stock, $.10 par value per share,
in a public offering (the "Offering") and, in connection therewith, received
gross proceeds of $135.6 million (the "Proceeds"); and

     WHEREAS, pursuant to the Initial Partnership Agreement, the General
Partner has made, as of the date hereof, an additional contribution to the
capital of the Partnership in the amount of the Proceeds; and

     WHEREAS, the parties hereto, being the general partner of the Partnership
and a majority in interest of other partners of the Partnership, desire to
amend the Initial Partnership Agreement to reflect the foregoing, the previous
transfers of certain units of partnership interest, the previous redemption by
the Partnership of 31,852 units of partnership interest in the Partnership held
by the General Partner and certain other understandings as set forth herein.

     NOW, THEREFORE, the parties hereby agree as follows:

     1. Capitalized terms used but not defined herein shall have the meanings
set forth in the Initial Partnership Agreement, as amended hereby.

     2. The issuance of 4,000,000 additional Units to the General Partner in
consideration of the contribution of the Proceeds to the capital of the
Partnership is hereby approved, and any and all notices relating thereto are
hereby waived.  The Partnership shall bear all expenses incurred by the Company
in connection with the Offering.



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     3. Exhibit A of the Initial Partnership Agreement is hereby deleted and
Exhibit A in the form attached to this Amendment is hereby inserted in lieu
thereof.

     4. Except as specifically set forth herein, the Initial Partnership
Agreement shall remain in full force and effect.

     5. This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware (without regard to its conflicts of law principles).

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

     7. This Amendment shall be binding upon, and inure to the benefit of, the
parties and their respective successors and assigns.

     IN WITNESS WHEREOF, the parties have executed this Amendment on the date
first written above.

GENERAL PARTNER:

GENERAL GROWTH PROPERTIES, INC.,
     a Delaware corporation


By:
   -----------------------------------
   Its:
       -------------------------------

LIMITED PARTNERS:

M.B. CAPITAL PARTNERS III, a South
Dakota general partnership


By:   GENERAL TRUST COMPANY, not
      individually but solely as Trustee
      of Martin Investment Trust G, a partner


      By:
         -----------------------------
         Its:
             -------------------------



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                                  EXHIBIT A

                                   PARTNERS



<TABLE>
<CAPTION>
                                       Number
                                        of          Percentage
    General Partner:                   Units         Interest
    ----------------                   -----         --------
    <S>                           <C>                 <C>
    General Growth
      Properties, Inc.            34,445,932.0000     65.3203


    Limited Partners:
    -----------------

    M.B. Capital Partners III     15,571,609.6062     29.5285

    Stanley Richards
    Revocable Trust                  149,706.3938      0.2839

    Joe W. Lowrance                   57,620.0000      0.1093

    LWLDA Limited Partnership         45,223.0000      0.0858

    Brent M. Milgrom                  57,620.0000      0.1093

    GDC/A&B Limited Partnership       45,223.0000      0.0858

    Edward S. Brown                   38,098.0000      0.0722

    Edward S. Brown and Susan
     Garber, Husband and Wife,
     as Tenants by the Entirety       40,846.0000      0.0775

    Lawrence A. Brown                 17,647.0000      0.0335

    Merrill H.J. Roth                 29,024.0000      0.0550

    The Roth Family                   22,308.0000      0.0423
     Limited Partnership

    Arthur B. Morgenstern             54,625.0000      0.1036

    Joseph Straus, Jr.                78,017.0000      0.1479

    HIA Limited Partnership          107,080.0000      0.2031

    Morgenstern, Rounick-Weiner       63,422.0000      0.1203
     Associates

    Marvin Rounick and
     Judy Rounick, Husband
     and Wife, as Tenants-by-
     the-Entirety                     55,670.0000      0.1056
</TABLE>



<PAGE>   4

<TABLE>
   <S>                               <C>              <C>
   Joint Revocable Trust of
    Warren and Penny Weiner          18,557.0000      0.0352

   Irrevocable Trust of
    Warren Weiner dated
    January 24, 1978 F/B/O
    Robyn Weiner                     18,557.0000      0.0352

   Irrevocable Trust of
    Warren Weiner dated
    January 24, 1978 F/B/O
    Kimberly Weiner                  18,557.0000      0.0352

   Forbes/Cohen Properties          801,842.0000      1.5205

   Jackson Properties               346,795.0000      0.6576

   Lakeview Square Properties       296,363.0000      0.5620

   CA Southlake Investors, Ltd.     353,537.0000      0.6704
                                    ------------      ------

   Total Units:                  52,733,879.0000    100.0000
                                 ===============    ========
</TABLE>



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