8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934

Date of Report (Date of Earliest Event Reported)

December 18, 2009

General Growth Properties, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-11656	42-1283895
(State or other	(Commission	(I.R.S. Employer
jurisdiction of	File Number)	Identification
incorporation)		Number)

110 N. Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)

(312) 960-5000
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01 OTHER EVENTS.

On December 18, 2009, General Growth Properties, Inc. (the “Corporation”) issued a press release announcing a dividend on the Corporation’s common stock, Bankruptcy Court approval of the dividend, and the payment method for such dividend. A copy of such press release is being furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

Exhibit No.	Description
99.1	Press release dated December 18, 2009 titled “General Growth Properties Announces Common Stock Dividend” (furnished herewith).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENERAL GROWTH PROPERTIES, INC.
By:	/s/ Edmund Hoyt
	Edmund Hoyt
	Chief Financial Officer

Date: December 21, 2009

EXHIBIT INDEX

Exhibit
Number	Name
99.1	Press release dated December 18, 2009 titled “General Growth Properties Announces Common Stock Dividend”

EX-99.1

Exhibit 99.1

General Growth Properties, Inc. Announces Common Stock Dividend

CHICAGO — December 18, 2009 — General Growth Properties, Inc. (“GGP”) today announced that the Bankruptcy Court authorized the payment of a dividend to holders of GGP common stock, and that its Board of Directors had declared a common stock dividend of $0.19 per share, payable in combination of cash and common stock. The dividend is payable on January 28, 2010 to stockholders of record on December 28, 2009. The cash component of the dividend will not exceed 10% in the aggregate.

In accordance with Internal Revenue Service procedure, stockholders may elect to receive payment of the dividend all in cash or all in common stock. To the extent that more than 10% of cash is elected, the cash portion will be prorated. Stockholders who do not make an election will receive 100% in common stock. The number of shares of common stock issued as a result of the dividend will be calculated based on the volume weighted average trading prices of GGP’s common stock on January 20, 21 and 22, 2010. GGP expects the dividend to be taxable to its stockholders, without regard to whether a particular stockholder receives the dividend in the form of cash or common stock.

An information letter and election form will be mailed to stockholders of record promptly after December 28, 2009. The properly completed election form to receive cash or shares of common stock must be received by GGP’s transfer agent prior to 5:00 p.m. (EST) on January 22, 2010. Registered stockholders with questions regarding the dividend election may call BNY Mellon Shareowner Services, GGP’s transfer agent, at (201) 680-6578. If your shares of common stock are held through a bank, broker or nominee, and you have questions regarding the dividend election, please contact such bank, broker or nominee, who will also be responsible for distributing to you the letter and election form and submitting the election form on your behalf.

ABOUT GGP

The Company currently has ownership interest in, or management responsibility for, over 200 regional shopping malls in 44 states, as well as ownership in planned community developments and commercial office buildings. The Company’s portfolio totals approximately 200 million square feet of retail space and includes over 24,000 retail stores nationwide. The Company’s common stock is currently traded in the over-the-counter securities market operated by Pink OTC Markets Inc. using the symbol GGWPQ.