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                                                                     Exhibit 3.2

                                                     ARTICLE IV, SECTION 4.1
                                                     amended on May 3, 1994

                                                     ARTICLE III, SECTION 3.9
                                                     amended on February 5, 2003

                                     BYLAWS
                                       OF
                         GENERAL GROWTH PROPERTIES, INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                                    ARTICLE I

                               OFFICES AND RECORDS

          SECTION 1.1. DELAWARE OFFICE. The principal office of the Corporation
in the State of Delaware shall be located in the City of Wilmington, County of
New Castle, and the name and address of its registered agent is The Corporation
Trust Company, 1209 Orange Street, Wilmington, Delaware.

          SECTION 1.2. OTHER OFFICES. The Corporation may have such other
offices, either within or without the State of Delaware, as the Board of
Directors may designate or as the business of the Corporation may from time to
time require.

          SECTION 1.3. BOOKS AND RECORDS. The books and records of the
Corporation may be kept outside the State of Delaware at such place or places as
may from time to time be designated by the Board of Directors.

                                   ARTICLE II

                                  STOCKHOLDERS

          SECTION 2.1. ANNUAL MEETING. The annual meeting of the stockholders
of the Corporation shall be held on the last Friday in April of each year, if
not a legal holiday, and if a legal holiday then on the next succeeding business
day, at 10:00 a.m., local time, at the principal executive offices of the
Corporation, or at such other date, place and/or time as may be fixed by,
resolution of the Board of Directors.

          SECTION 2.2. SPECIAL MEETING. Subject to the rights of the holders of
any series of preferred stock, par value $.01 per share, of the Corporation (the
"Preferred Stock") to elect additional directors under specified circumstances,
special meetings of the stockholders may be called only by the Chairman of the
Board or by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of directors which the Corporation would have if
there were no vacancies (the "Whole Board").

          SECTION 2.3. PLACE OF MEETING. The Board of Directors may designate
the place of meeting for any meeting of the stockholders. If no designation is
made by the Board of Directors,

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the place of meeting shall be the principal office of the Corporation.

          SECTION 2.4. NOTICE OF MEETING. Written or printed notice, stating the
place, day and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be prepared and delivered by the Corporation not less
than ten days nor more than sixty days before the date of the meeting, either
personally, or by mail, to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail with postage thereon prepaid, addressed to the
stockholder at his address as it appears on the stock transfer books of the
Corporation. Such further notice shall be given as may be required by law.
Meetings may be held without notice if all stockholders entitled to vote are
present, or if notice is waived by those not present. Any previously scheduled
meeting of the stockholders may be postponed by resolution of the Board of
Directors upon public notice given prior to the date previously scheduled for
such meeting of stockholders.

          SECTION 2.5. QUORUM AND ADJOURNMENT. Except as otherwise provided by
law or by the Restated Certificate of Incorporation, the holders of a majority
of the outstanding shares of the Corporation entitled to vote generally in the
election of directors (the "Voting Stock"), represented in person or by proxy,
shall constitute a quorum at a meeting of stockholders, except that when
specified business is to be voted on by a class or series voting as a class, the
holders of a majority of the shares of such class or series shall constitute a
quorum for the transaction of such business. The chairman of the meeting or a
majority of the shares so represented may adjourn the meeting from time to time,
whether or not there is such a quorum. No notice of the time and place of
adjourned meetings need be given except as required by law. The stockholders
present at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.

          SECTION 2.6. PROXIES. At all meetings of stockholders, a stockholder
may vote by proxy executed in writing by the stockholder, or by his duly
authorized attorney-in-fact. Such proxy must be filed with the Secretary of the
Corporation or his representative at or before the time of the meeting.

          SECTION 2.7. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

          (A) ANNUAL MEETINGS OF STOCKHOLDERS.

          (1) Nominations of persons for election to the Board of Directors of
the Corporation and the proposal of business to be considered by the
stockholders may be made at an annual meeting of


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stockholders (a) pursuant to the Corporation's notice of meeting delivered
pursuant to Section 2.4 of these Bylaws, (b) by or at the direction of the
Chairman or the Board of Directors or (c) by any stockholder of the Corporation
who is entitled to vote at the meeting, who complied with the notice procedures
set forth in clauses (2) and (3) of this paragraph (A) of this Bylaw and who was
a stockholder of record at the time such notice is delivered to the Secretary of
the Corporation.

          (2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of
this Bylaw the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice shall be
delivered to the Secretary at the principal executive offices of the Corporation
not less than sixty days nor more than ninety days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced by more than thirty
days or delayed by more than sixty days from such anniversary date, notice by
the stockholder to be timely must be so delivered not earlier than the ninetieth
day prior to such annual meeting and not later than the close of business on the
later of the sixtieth day prior to such annual meeting or the tenth day
following the day on which public announcement of the date of such meeting is
first made. Such stockholder's notice shall set forth (a) as to each person whom
the stockholder proposes to nominate for election or reelection as a director
all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), including such person's written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected; (b) as to any other business that the stockholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting and
any material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (c) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such stockholder,
as they appear on the Corporation's books, and of such beneficial owner and (ii)
the class and number of shares of the Corporation which are owned beneficially
and of record by such stockholder and such beneficial owner.

          (3) Notwithstanding anything in the second sentence of paragraph
(A)(2) of this Bylaw to the contrary, in the event that the number of directors
to be elected to the Board of Directors of the Corporation is increased and
there is no public announcement naming all of the nominees for director or
specifying the size of


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the increased Board of Directors made by the Corporation at least seventy days
prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this Bylaw shall also be considered timely, but
only with respect to nominees for any new positions created by such increase, if
it shall be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the tenth day following the
day on which such public announcement is first made by the Corporation.

          (B) SPECIAL MEETINGS OF STOCKHOLDERS. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting pursuant to Section
2.4 of these Bylaws. nominations of persons for election to the Board of
Directors may be made at a special meeting of stockholders at which directors
are to be elected pursuant to the Corporation's notice of meeting (a) by or at
the direction of the Board of Directors or (b) by any stockholder of the
Corporation who is entitled to vote at the meeting, who complies with the notice
procedures set forth in this Bylaw and who is a stockholder of record at the
time such notice is delivered to the Secretary of the Corporation. Nominations
by stockholders of persons for election to the Board of Directors may be made at
such a special meeting of stockholders if the stockholder's notice is required
by paragraph (A)(2) of this Bylaw shall be delivered to the Secretary at the
principal executive offices of the Corporation not earlier than the ninetieth
day prior to such special meeting and not later than the close of business on
the later of the seventieth day prior to such special meeting or the tenth day
following the day on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting.

          (C) GENERAL.

          (1) Only persons who are nominated in accordance with the procedures
set forth in this Bylaw shall be eligible to serve as directors and only such
business shall be conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Bylaw. Except as otherwise provided by law, the Restated Certificate of
Incorporation or these Bylaws, the chairman of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made in accordance with the procedures set forth
in this Bylaw and, if any proposed nomination or business is not in compliance
with this Bylaw, to declare that such defective proposal or nomination shall be
disregarded.

          (2) For purposes of this Bylaw, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones


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News Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

          (3) Notwithstanding the foregoing provisions of this Bylaw, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any rights
of stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-5 under the Exchange Act.

          SECTION 2.8. PROCEDURE FOR ELECTION OF DIRECTORS. Election of
directors at all meetings of the stockholders at which directors are to be
elected shall be by written ballot, and, except as otherwise set forth in any
Preferred Stock Designation (as defined in Article IV of the Restated
Certificate of Incorporation) with respect to the right of the holders of any
series of Preferred Stock to elect additional directors under specified
circumstances, a plurality of the votes cast thereat shall elect.

          SECTION 2.9. INSPECTORS OF ELECTIONS; OPENING AND CLOSING THE POLLS.

          (A) The Board of Directors by resolution may appoint one or more
inspectors, which inspector or inspectors may include individuals who serve the
Corporation in other capacities, including, without limitation, as officers,
employees, agents or representatives of the Corporation, to act at the meeting
and make a written report thereof. One or more persons may be designated as
alternate inspectors to replace any inspector who fails to act. If no inspector
or alternate has been appointed to act, or if all inspectors or alternates who
have been appointed are unable to act, at a meeting of stockholders, the
chairman of the meeting shall appoint one or more inspectors to act at the
meeting. Each inspector, before discharging his or her duties, shall take and
sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspectors
shall have the duties prescribed by the General Corporation Law of the State of
Delaware (the "GLC").

          (B) The chairman of the meeting shall fix and announce at the meeting
the date and time of the opening and the closing of the polls for each matter
upon which the stockholders will vote at the meeting.

          SECTION 2.10. NO STOCKHOLDER ACTION BY WRITTEN CONSENT. Subject to the
rights of the holders of any series of Preferred Stock to elect additional
directors under specific circumstances, any action required or permitted to be
taken by the stockholders of the Corporation must be effected at an annual or
special meeting of


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stockholders of the Corporation and may not be effected by any consent in
writing by such stockholders.

          SECTION 2.11. VOTE OF STOCKHOLDERS. Subject to the rights of the
holders of any series of Preferred Stock to elect directors under specified
circumstances, each stockholder having the right to vote shall be entitled at
every meeting of stockholders to one vote for every share standing in his name
on the record date fixed by the Board of Directors pursuant to Section 6.8 of
these Bylaws. Except as otherwise provided by law, the Restated Certificate of
Incorporation, any Preferred Stock Designation, these Bylaws or any resolution
adopted by a majority of the Whole Board, all matters submitted to the
stockholders at any meeting (other than the election of directors) shall be
decided by a majority of the votes cast with respect thereto.

                                   ARTICLE III

                               BOARD OF DIRECTORS

          SECTION 3.1. GENERAL POWERS. The business and affairs of the
Corporation shall be managed by or under the direction of its Board of
Directors. In addition to the powers and authorities by these Bylaws expressly
conferred upon them, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law or by the
Restated Certificate of Incorporation or by these Bylaws required to be
exercised or done by the stockholders.

          SECTION 3.2. NUMBER, TENURE AND QUALIFICATIONS. Subject to the rights
of the holders of any series of Preferred Stock to elect directors under
specified circumstances, the number of directors shall be fixed from time to
time exclusively pursuant to a resolution adopted by a majority of the Whole
Board, but shall consist of not more than fifteen nor less than three directors.
The directors, other than those who may be elected by the holders of any series
of Preferred Stock, shall be divided, with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as
possible, with the term of office of the first class to expire at the 1994
annual meeting of stockholders, the term of office of the second class to expire
at the 1995 annual meeting of stockholders and the term of office of the third
class to expire at the 1996 annual meeting of stockholders. Each director shall
hold office until his or her successor shall have been duly elected and
qualified. At each annual meeting of stockholders, commencing with the 1993
annual meeting, (i) directors elected to succeed those directors whose terms
then expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election, with each
director to hold office until his or her successor shall have been duly elected
and qualified and (ii) if


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authorized by a resolution of the Board of Directors, directors may be elected
to fill any vacancy on the Board of Directors, regardless of how such vacancy
shall have been created.

          SECTION 3.3. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw immediately after,
and at the same place as, each annual meeting of stockholders. The Board of
Directors may, by resolution, provide the time and place for the holding of
additional regular meetings without other notice than such resolution.

          SECTION 3.4. SPECIAL MEETINGS. Special meetings of the Board of
Directors shall be called at the request of the Chairman of the Board, the
President or a majority of the Board of Directors. The person or persons
authorized to call special meetings of the Board of Directors may fix the place
and time of the meetings.

          SECTION 3.5. NOTICE. Notice of any special meeting shall be given to
each director at his business or residence in writing or by telegram or by
telephone communication. If mailed, such notice shall be deemed adequately
delivered when deposited in the United States mails so addressed, with postage
thereon prepaid, at least five days before such meeting. If by telegram, such
notice shall be deemed adequately delivered when the telegram is delivered to
the telegraph company at least twenty-four hours before such meeting. If by
telephone, the notice shall be given at least twelve hours prior to the time set
for the meeting. Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the Board of Directors need be specified in
the notice of such meeting, except for amendments to these Bylaws as provided
under Section 7.1 hereof. A meeting may be held at any time without notice if
all the directors are present or if those not present waive notice of the
meeting in writing, either before or after such meeting.

          SECTION 3.6. QUORUM. A whole number of directors equal to at least a
majority of the Whole Board shall constitute a quorum for the transaction of
business, but if at any meeting of the Board of Directors there shall be less
than a quorum present, a majority of the directors present may adjourn the
meeting from time to time without further notice. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. The directors present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough directors to leave less than a quorum.

          SECTION 3.7. VACANCIES. Subject to the rights of the holders of any
series of Preferred Stock, and unless the Board of Directors otherwise
determines, vacancies resulting from death,


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resignation, retirement, disqualification, removal from office or other cause,
and newly created directorships resulting from any increase in the authorized
number of directors, may be filled only by the affirmative vote of a majority of
the remaining directors, though less than a quorum of the Board of Directors,
and directors so chosen shall hold office for a term expiring at the annual
meeting of stockholders at which the term of office of the class to which they
have been elected expires and until such director's successor shall have been
duly elected and qualified. No decrease in the number of authorized directors
constituting the Whole Board shall shorten the term of any incumbent director.

          SECTION 3.8. REMOVAL. Subject to the rights of the holders of any
series of Preferred Stock to elect additional directors under specified
circumstances, any director, or the entire Board of Directors, may be removed
from office at any time, but only for cause and only by the affirmative vote of
the holders of at least 75 percent of the then outstanding Voting Stock, voting
together as a single class.

          SECTION 3.9. COMMITTEES. The Board of Directors may, by resolution or
resolutions passed by a majority of the Whole Board, designate one or more
committees, each committee to consist of two or more directors of the
Corporation, including the following committees:

          (a) An Executive Committee, which shall have such authority as shall
     be delegated by the Board of Directors and shall advise the Board of
     Directors from time to time with respect to such matter as the Board of
     Directors shall direct.

          (b) An Audit Committee which shall consist of Independent Directors
     (as defined below). The Audit Committee shall make recommendations
     concerning the engagement of independent public accountants, review with
     the independent public accountants the plans and results of the audit
     engagement, approve professional services provided by the independent
     public accountants, review the independence of the independent public
     accountants, consider the range of audit and non-audit fees and review the
     adequacy of the Corporation's internal accounting controls.

          (c) A Compensation Committee, which shall determine compensation for
     the Corporation's executive officers and shall administer a stock incentive
     plan adopted by the Corporation.

For purposes of this Section 3.9, "Independent Directors" shall mean directors
who are not (i) officers of the Corporation, (ii) employees of the Corporation,
(iii) holders of more than 5 percent of the outstanding Voting Stock of the
Corporation of (iv) with reference to any particular transaction, interested
directors


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within the meaning of Section 144 of the GCL. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of such committee. Any
such committee, to the extent provided in the resolution establishing such
committee and not inconsistent with the GCL, shall have any may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation. Unless the Board of Directors shall provide. otherwise, the
presence of one-half of the total membership of any committee of the Board of
Directors shall constitute a quorum for the transaction of business at any
meeting of such committee and the act of a majority of those present shall be
necessary and sufficient for the taking of any action thereat.

          SECTION 3.10. HONORARY DIRECTORS. The Board of Directors may from time
to time appoint one or more persons to serve at the pleasure of the Board of
Directors as honorary directors of the Corporation. Honorary directors shall be
entitled to receive notice of and attend all regular and special meetings of the
Board of Directors but shall not be deemed to be present at any such meeting for
the purpose of determining whether a quorum is present and shall not be
entitled to vote on any matter submitted to a vote of the directors.

                                   ARTICLE IV

                                    OFFICERS

          SECTION 4.1. ELECTED OFFICERS. The elected officers of the Corporation
shall be a Chairman of the Board, a President, a Secretary, a Treasurer and such
other officers as the Board of Directors from time to time may deem proper. The
Chairman of the Board shall be chosen from the directors. All officers chosen by
the Board of Directors shall each have such powers and duties as generally
pertain to their respective offices, subject to the specific provisions of this
Article IV. Such officers shall also have such powers and duties as from time to
time may be conferred by the Board of Directors or by any committee thereof.

          SECTION 4.2. ELECTION AND TERM OF OFFICE. The elected officers of the
Corporation shall be elected annually by the Board of Directors at the regular
meeting of the Board of Directors held after each annual meeting of the
stockholders. If the election of officers shall not be held at such meeting such
election shall be held as soon thereafter as convenient. Subject to Section 4.7
of these Bylaws, each officer shall hold office until his successor shall have
been duly elected and shall have qualified or until his death or until he shall
resign.

          SECTION 4.3. CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of the stockholders and of


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the Board of Directors. The Chairman of the Board shall be responsible for the
general management of the affairs of the Corporation and shall perform all
duties incidental to his office which may be required by law and all such other
duties as are properly required of him by the Board of Directors. Except where
by law the signature of the President is required, the Chairman of the Board
shall possess the same power as the President to sign all certificates,
contracts, and other instruments of the Corporation which may be authorized by
the Board of Directors. He shall make reports to the Board of Directors and the
stockholders, and shall perform all such other duties as are properly required
of him by the Board of Directors. He shall see that all orders and resolutions
of the Board of Directors and of any committee thereof are carried into effect.

          SECTION 4.4. PRESIDENT. The President shall act in a general executive
capacity and shall assist the Chairman of the Board in the administration and
operation of the Corporation's business and general supervision of its policies
and affairs. The President shall, in the absence of or because of the inability
to act of the Chairman of the Board, perform all duties of the Chairman of the
Board and preside at all meetings of stockholders and of the Board of Directors.
The President may sign, alone or with the Secretary, or an Assistant Secretary
or any other proper, officer of the Corporation authorized by the Board of
Directors, certificates, contracts and other instruments of the Corporation as
authorized by the Board of Directors.

          SECTION 4.5. SECRETARY. The Secretary shall give, or cause to be
given, notice of all meetings of stockholders and Directors and all other
notices required by law or by these Bylaws, and in case of his absence or
refusal or neglect so to do, any such notice may be given by any person
thereunto directed by the Chairman of the Board or the President, or by the
Board of Directors, upon whose request the meeting is called as provided in
these Bylaws. He shall record all the proceedings of the meetings of the Board
of Directors, any committees thereof and the stockholders of the Corporation in
a book to be kept for that purpose, and shall perform such other duties as may
be assigned to him by the Board of Directors, the Chairman of the Board or the
President. He shall have the custody of the seal of the Corporation and shall
affix the same to all instruments requiring it, when authorized by the Board of
Directors, the Chairman of the Board or the President, and attest to the same.

          SECTION 4.6. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. The Treasurer
shall deposit all moneys and other valuables in the name and to the credit of
the Corporation in such depositaries as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the


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Corporation as may be ordered by the Board of Directors, the Chairman of the
Board, or the President, taking proper vouchers for such disbursements. The
Treasurer shall render to the Chairman of the Board, the President and the Board
of Directors, whenever requested, an account of all his transactions as
Treasurer and of the financial condition of the Corporation. If required by the
Board of Directors, the Treasurer shall give the Corporation a bond for the
faithful discharge of his duties in such amount and with such surety as the
Board of Directors shall prescribe.

          SECTION 4.7. REMOVAL. Any officer elected by the Board of Directors
may be removed by a majority of the members of the Whole Board whenever, in
their judgment, the best interests of the Corporation would be served thereby.
No elected officer shall have any contractual rights against the Corporation for
compensation by virtue of such election beyond the date of the election of his
successor, his death, his resignation or his removal, whichever event shall
first occur, except as otherwise provided in an employment contract or under an
employee deferred compensation plan.

          SECTION 4.8. VACANCIES. A newly created office and a vacancy in any
office because of death, resignation, or removal may be filled by the Board of
Directors for the unexpired portion of the term at any meeting of the Board of
Directors.

                                    ARTICLE V

                        STOCK CERTIFICATES AND TRANSFERS

          SECTION 5.1. STOCK CERTIFICATES AND TRANSFERS.

          (A) The interest of each stockholder of the Corporation shall be
evidenced by certificates for shares of stock in such form as the appropriate
officers of the Corporation may from time to time prescribe. The shares of the
stock of the Corporation shall be transferred on the books of the Corporation by
the holder thereof in person or by his attorney, upon surrender for cancellation
of certificates for the same number of shares, with an assignment and power of
transfer endorsed thereon or attached thereto, duly executed, with such proof of
the authenticity of the signature as the Corporation or its agents may
reasonably require.

          (B) The certificates of stock shall be signed, countersigned and
registered in such manner as the Board of Directors may by resolution prescribe,
which resolution may permit all or any of the signatures on such certificates to
be in facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate has ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by


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the Corporation with the same effect as if he were such officer, transfer agent
or registrar at the date of issue.

                                   ARTICLE VI

                            MISCELLANEOUS PROVISIONS

          SECTION 6.1. FISCAL YEAR. The fiscal year of the Corporation shall
begin on the first clay of January and end on the thirty-first day of December
of each year.

          SECTION 6.2. DIVIDENDS. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in
the manner and upon the terms and conditions provided by law and its Restated
Certificate of Incorporation.

          Section 6.3. SEAL. The corporate seal may bear in the center of the
emblem of some object, and shall have inscribed thereunder the words "Corporate
Seal" and around the margin thereof the words "General Growth Properties, Inc.
-- Delaware 1986".

          Section 6.4. WAIVER OF NOTICE. Whenever any notice is required to be
given to any stockholder or director of the Corporation under the provisions of
the GCL, a waiver thereof in writing, signed by the person or persons entitled
to such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Neither the business to be transacted
at, nor the purpose of, any annual or special meeting of the stockholders of the
Board of Directors need be specified in any waiver of notice of such meeting.

          Section 6.5. AUDITS. The accounts, books and records of the
Corporation shall be audited upon the conclusion of each fiscal year by an
independent certified public accountant selected by the Board of Directors, and
it shall be the duty of the Board of Directors to cause such audit to be made
annually.

          Section 6.6. RESIGNATIONS. Any director or any officer,
whether elected or appointed, may resign at any time by serving written notice
of such resignation on the Chairman of the Board, the President or the
Secretary, and such resignation shall be deemed to be effective as of the close
of business on the date said notice is received by the Chairman of the Board,
the President or the Secretary. No action shall be required of the Board of
Directors or the stockholders to make any such resignation effective.

          Section 6.7. INDEMNIFICATION AND INSURANCE. (A) Each person who was or
is made a party or is threatened to be made a party to or is involved in any
action, suit, or proceeding, whether


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<PAGE>

civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she or a person of whom he or she is the legal
representative is or was a director, officer or employee of the Corporation or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of any other corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, shall be indemnified
and held harmless by the Corporation to the fullest extent authorized by the GCL
as the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than said law permitted the Corporation
to provide prior to such amendment), against all expense, liability and loss
(including, without limitation, attorneys, fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that except as provided in paragraph (B) of
this Bylaw with respect to proceedings seeking to enforce rights to
indemnification, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation.

          (B) If a claim under paragraph (A) of this Bylaw is not paid in full
by the Corporation within thirty days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the GCL for the
Corporation to indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel or
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
GCL, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel or


                                      -13-

<PAGE>

stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

          (C) Following any "change in control" of the Corporation of the type
required to be reported under Item 1 of Form 8-K promulgated under the Exchange
Act, any determination as to entitlement to indemnification shall be made by
independent legal counsel selected by the claimant, which such independent legal
counsel shall be retained by the Board of Directors on behalf of the
Corporation.

          (D) The right to indemnification and the payment of expenses incurred
in defending a proceeding in advance of its final disposition conferred in this
Bylaw shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Restated Certificate of
Incorporation, Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise.

          (E) The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the GCL.

          (F) The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification, and rights to be paid
by the Corporation the expenses incurred in defending any proceeding in advance
of its final disposition, to any agent of the Corporation to the fullest extent
of the provisions of this Bylaw with respect to the indemnification and
advancement of expenses of directors, officers and employees of the Corporation.

          (G) The right to indemnification conferred in this Bylaw shall be a
contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that if the GCL requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an
undertaking by or on behalf of such director or officer to repay all amounts so
advanced if it shall ultimately be determined that such director or officer is
not entitled to be indemnified under this Bylaw or otherwise.


                                      -14-

<PAGE>

          SECTION 6.8 RECORD DATES.

          (A) In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall not be more
than sixty nor less than ten days before the date of such meeting. If no record
is fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholder shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

          (B) In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining stockholders
of any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

                                   ARTICLE VII

                                   AMENDMENTS

          SECTION 7.1. AMENDMENTS. These Bylaws may be amended, added to,
rescinded or repealed at any meeting of the Board of Directors or of the
stockholders, provided that notice of the proposed change was given (a) in the
case of a meeting of the stockholders, in the notice of the meeting delivered
pursuant to Section 2.4 of these Bylaws and, (b) in the case of a meeting of the
Board of Directors, in a notice given no less than two days prior to the
meeting; provided, however, that, in the case of amendments by stockholders,
notwithstanding any other provisions of these Bylaws or any provision of law
which might otherwise permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series of the Voting
Stock required by law, the Restated Certificate of Incorporation,


                                      -15-
<PAGE>

any Preferred Stock Designation or these Bylaws, the affirmative vote of the
holders of at least 80 percent of the then outstanding Voting Stock, voting
together as a single class, shall be required to alter, amend or repeal any
provision of these Bylaws.


                                      -16-

<PAGE>

                              AMENDED AND RESTATED
                          SECTION 3.9 OF THE BYLAWS OF
                         GENERAL GROWTH PROPERTIES, INC.
                            (AS OF FEBRUARY 5, 2003)

          SECTION 3.9. COMMITTEES. The Board of Directors may, by resolution or
resolutions passed by a majority of the Whole Board, designate one or more
committees, each committee to consist of two (or such other minimum number, if
any, mandated by law and the applicable listing requirements of the New York
Stock Exchange) or more directors of the Corporation, including the following
committees:

          (a) An Executive Committee, which shall have such authority as shall
     be delegated by the Board of Directors and shall advise the Board of
     Directors from time to time with respect to such matters as the Board of
     Directors shall direct; and

          (b) An Audit Committee, a Compensation Committee and a Nominating &
     Governance Committee, each of which committees shall: (i) consist of
     Independent Directors (as defined below), to the extent required by law and
     the listing requirements of the New York Stock Exchange, as in effect from
     time to time, and (ii) have such authority (A) as shall be set forth in the
     charter for such committee (as approved by the Board of Directors), which
     authority shall at all times be not less than that mandated by law and the
     applicable listing requirements of the New York Stock Exchange, and (B) as
     shall otherwise be delegated by the Board of Directors.

For purposes of this Section 3.9, "Independent Directors" shall mean directors
who (i) satisfy the definition of "independent director" set forth in the
applicable listing requirements of the New York Stock Exchange and (ii) in the
case of the Audit Committee, satisfy the independence requirements for Audit
Committee membership mandated by law and such listing requirements. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
such committee, provided that any such alternate member must satisfy any
applicable membership eligibility requirements of the relevant committee
mandated by law, the applicable listing requirements of the New York Stock
Exchange and the charter, if any, of such committee. Any such committee, to the
extent provided in the resolution establishing such committee and
not inconsistent with the GCL, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs of the
Corporation. Unless the Board of Directors shall provide otherwise, the presence
of a whole number of directors equal to a majority of the total membership of
any committee of the Board of Directors shall constitute a quorum for the
transaction of business at any meeting of such committee and the act of a
majority of those present at a meeting at which a quorum is present shall be
necessary and sufficient for the taking of any action thereat.

<PAGE>

                       AMENDMENT TO ARTICLE IV SECTION 4.1
                                       OF
                                    BY-LAWS
                                       OF
                        GENERAL GROWTH PROPERTIES, INC.

     RESOLVED, that the first sentence of Article IV, Section 4.1 of the
Corporation's By-laws be, and it hereby is amended to read as follows:

     'Section 4.1. Elected Officers. The elected officers of the Corporation
     shall be a Chairman of the Board, a President, one or more Executive Vice
     Presidents (regardless of designation), one or more Senior Vice Presidents
     (regardless of designation), one or more Vice Presidents (regardless of
     designation), a Secretary, a Treasurer and such other officers as the Board
     of Directors may deem proper from time to time.'