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                                                                  EXHIBIT 10(m)

                             TWELFTH AMENDMENT TO
            AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

     Twelfth Amendment to Amended and Restated Agreement of Limited Partnership
(the "Amendment"), dated October __, 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, that certain Eighth Amendment thereto
dated as of June 19, 1997, that certain Ninth Amendment thereto dated as of
August 8, 1997, that certain Tenth Amendment thereto dated as of September 8,
1997 and that certain Eleventh Amendment thereto dated as of September 11, 1997
(the "Initial Partnership Agreement");

     WHEREAS, in order to attract foreign investors to real estate investment
trusts in which the Partnership desires to invest, the general partner of the
Partnership deems it advisable to ensure that any such real estate investment
trust is treated as a "domestically-controlled REIT" within the meaning of
Section 897(h)(4)(B) of the Internal Revenue Code of 1986, as amended (the
"Code"); and

     WHEREAS, in furtherance thereof, 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 require that
all partners of the Partnership provide prior written notice to the general
partner of the Partnership of any sale, assignment or other transfer of any
direct or indirect interest in the Partnership to a foreign person or a person
that is directly or indirectly owned, in whole or in part, by a foreign person
as determined in accordance with Section 897(h)(4) of the Code and the Treasury
Department regulations promulgated thereunder (a "Foreign Owner").

     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. Notwithstanding anything in the Initial Partnership Agreement to the
contrary, no Partner may sell, assign or otherwise transfer its Units or other
interest in the Partnership or any



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portion thereof (or permit any interest in any Person that directly or through
another Person owns Units or other interests in the Partnership to be
transferred) to any Foreign Owner without providing written notice of the same
to the General Partner, and any such written notice shall be received by the
General Partner at least thirty days prior to any such sale, assignment or
other transfer.  Any such sale, assignment or other transfer of Units or other
interests in the Partnership shall be null and void ab initio unless such
notice shall have been given as required above.

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

     4. 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).

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

     6. 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:
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        Its:
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