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                                                                    EXHIBIT 4(1)

   COMMON STOCK                                              COMMON STOCK

      PAR VALUE $.10                                    PAR VALUE $.10



 THIS CERTIFICATE IS TRANSFERABLE                           CUSIP 370021 10 7
 IN THE CITIES OF MINNEAPOLIS, MN         See Reverse for Certain Definitions
       AND NEW YORK, N.Y.


                        GENERAL GROWTH PROPERTIES, INC.
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

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  THIS CERTIFIES THAT







  IS THE OWNER OF
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          FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

General Growth Properties, Inc. transferable on the books of the Corporation by 
the holder hereof in person or by duly authorized attorney upon surrender of 
this certificate property enclosed. This certificate is not valid unless 
countersigned by the Transfer Agent and registered by the Registrar.
    Witness the facsimile seal of the Corporation and the facsimile signatures 
of its duly authorized officers.


DATED:

COUTERSIGNED AND REGISTERED:
NORWEST BANK MINNESOTA, N.A.             ------------------------------------
TRANSFER AGENT                           CHAIRMAN AND CHIEF EXECUTIVE OFFICER
AND REGISTRAR,

BY      
                                         ------------------------------------
AUTHORIZED SIGNATURE                                   SECRETARY

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This certificate also evidences and entitles the holder hereof to certain 
Rights as set forth in a Rights Agreement between General Growth Properties, 
Inc. and Norwest Bank Minnesota, N.A., as Rights Agent, dated as of November 
18, 1998 (the "Rights Agreement"), the terms of which are hereby incorporated 
herein by reference and a copy of which is on file at the principal executive 
offices of General Growth Properties, Inc. Under certain circumstances, as set 
forth in the Rights Agreement, such Rights will be evidenced by separate 
certificates and will no longer be evidenced by this certificate. General 
Growth Properties, Inc. will mail to the holder of this certificate a copy of 
the Rights Agreement without charge after receipt of a written request 
therefor. Under certain circumstances, Rights that are or were acquired or 
beneficially owned by Acquiring Persons (as defined in the Rights Agreement) 
may become null and void.

                        GENERAL GROWTH PROPERTIES, INC.

          The shares of Equity Stock represented by this certificate are
    subject to restrictions on transfer for the purpose of the
    Corporation's maintenance of its status as a real estate investment
    trust under the Internal Revenue Code of 1986, as amended (the "Code").
    No Person may (1) Beneficially Own or Constructively Own shares of
    Equity Stock in excess of 7.5% (or such other percentage as may be
    determined by the Board of Directors of the Corporation) of the value
    of the outstanding Equity Stock of the Corporation unless such Person
    is an Existing Holder (in which case the Existing Holder Limit shall be
    applicable); or (2) Beneficially Own Equity Stock which would result in
    the Corporation being "closely held" under Section 856(h) of the Code.
    Any Person who attempts to Beneficially Own or Constructively Own
    shares of Equity Stock in excess of the above limitations must
    immediately notify the Corporation in writing. If the restrictions
    above are violated, the shares of Equity Stock represented hereby will
    be transferred automatically and by operation of law to a Trust and
    shall be designated Shares-in-Trust. All capitalized terms in this
    legend have the meanings defined in the Corporation's Amended and
    Restated Certificate of Incorporation, as the same may be further amended
    from time to time, a copy of which, including the restrictions on
    transfer, will be sent without charge to each stockholder who so
    requests.


          The Corporation will furnish to any shareholder upon request and
    without charge a statement of the designations, preferences,
    limitations and relative rights of the shares of each class or series
    authorized to be issued, so far as they have been determined, and the
    authority of the Board of Directors to determine the relative rights
    and preferences of subsequent classes or series. Such requests may be
    made to the Secretary of the Corporation.

          The following abbreviations, when used in the inscription on the
    face of this certificate, shall be construed as though they were
    written out in full according to applicable laws or regulations:

    TEN COM - as tenants in common    UNIF TRAN MIN ACT-       Custodian
                                                        -------         ------- 
                                                        (Cust)          (Minor)

    TEN ENT - as tenants by the entireties              under Uniform Transfer 
                                                        to Minors

    JT TEN -  as joint tenants with right                 Act
              of survivorship and not as                     ------------------
              tenants in common                                  (State)

     Additional abbreviations may also be used though not in the above list

    For value received,            hereby sell, assign and transfer unto
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     PLEASE INSERT SOCIAL SECURITY OR OTHER
        IDENTIFYING NUMBER OF ASSIGNEE
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   PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE

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                                                                     shares
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    of common stock represented by the within Certificate and do hereby
    irrevocably constitute and appoint

                                                                   Attorney
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    to transfer the said stock on the books of the with-in named Company with
    full power of substitution the premises.
    

    Dated                              Signature
                                                ---------------------------

                                       Signature
                                                ---------------------------

    NOTICE: The signature to this assignment must correspond with the name as 
    written upon the face of the certificate in every particular, without 
    alteration or enlargement, or any change whatever.

    SIGNATURE GUARANTEED: