8-K

                       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)
                                November 20, 2001

                         General Growth Properties, Inc.
             (Exact name of registrant as specified in its charter)



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

                  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.)




Item 5.           OTHER EVENTS

     On November 20, 2001, General Growth Properties, Inc. issued a press
release, a copy of which is attached hereto as Exhibit 99.1 and incorporated
herein by reference.


Item 7.  FINANCIAL STATEMENTS AND EXHIBITS.

Listed below are the financial statements, proforma financial information and
exhibits filed as a part of this report:

     (a), (b) Not applicable.

     (c)  Exhibits.

See Exhibit Index attached hereto and incorporated herein by reference.



                                   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/  Bernard Freibaum
                                           -------------------------------
                                           Bernard Freibaum
                                           Executive Vice President and
                                           Chief Financial Officer

                                              Date:  November 20, 2001





                                  EXHIBIT INDEX

Exhibit                                                                    Page
Number                                Name                                Number

   99.1    Press release of General Growth Properties, Inc. dated November 20,
           2001.

EX-99.1

News Release                               General Growth Properties, Inc.
                                           110 North Wacker Drive
                                           Chicago, IL 60606
                                           (312) 960-5000
                                           FAX (312) 960-5475

FOR IMMEDIATE RELEASE                      CONTACT:           Bernard Freibaum
- ---------------------                                         (312) 960-5252

                       General Growth Properties Announces
                     Successful Pricing of $2.55 Billion of
                  Commercial Mortgage Pass-Through Certificates

Chicago, Illinois, November 20, 2001 -- General Growth Properties, Inc. (NYSE:
GGP) announced that it has priced the placement of $2.55 billion of non-recourse
commercial mortgage pass-through certificates representing beneficial ownership
interests in GGP Mall Properties Trust. General Growth's prorata share of this
financing is $1.89 billion. The sale of the certificates is scheduled to close
on December 5, 2001.

The certificates represent beneficial interests in three separate loan groups
collateralized by mortgages on an aggregate of 27 malls and General Growth's
headquarters. The mortgaged properties are either wholly-owned by General
Growth, co-owned with the New York State Common Retirement Fund, or co-owned
with Ivanhoe Cambridge Inc. This financing replaces previously issued commercial
mortgage-backed security notes and certain other individual property mortgages.

Three note maturities were sold in five tranches rated from AAA to BBB-.
Approximately $986.46 million of 5-year (including no cost extension options)
floating rate notes were sold at a weighted average spread of 79 basis points
over 30-day LIBOR, approximately $581.79 million of 5-year fixed rate notes were
sold at a weighted average total rate of 5.38% and finally, approximately
$981.75 million of 7-year (including no cost extension options) floating rate
notes were sold at a weighted average spread of 103 basis points over 30-day
LIBOR.

In order to fix the interest rate on a significant portion of the approximate
$1.97 billion of floating rate notes, General Growth has entered into interest
rate swap agreements totaling approximately $1.05 billion. A portion of the
swaps will mature in each year from 2003 through 2007 to provide the flexibility
to facilitate the release of individual properties from loan groups in the
future, without incurring a prepayment penalty. The actual fixed rates obtained
through the swap agreements range from a low of 4.08% for the 2003 maturities to
a high of 5.68% for the 2007 maturities. In addition, interest rate caps will be
obtained in order to insure that the maximum all-in interest rate on the
remaining approximately $918.21 million of floating rate notes cannot exceed
9.25%. After taking into account the fixed rate notes and the swaps of floating
rate notes for fixed rates, General Growth's approximate $1.89 billion prorata
share of the total loan consists of $1.29 billion of fixed rate financing and
$600 million of floating rate debt.

When the transaction closes, General Growth's prorata share of total portfolio
floating rate debt will be approximately $1.2 billion, which, at approximately
14% of approximate total valuation, reduces total prorata portfolio floating
rate debt to within the historical 10% -15% range that the company targets for
permanent levels of floating rate debt. General Growth's experience over the
last nine years has demonstrated that the added refinancing flexibility that
comes from



maintaining a modest amount of floating rate debt more than compensates for the
limited amount of interest rate volatility by substantially decreasing total
interest expense over time.

Earlier this year, General Growth closed over $500 million of 10-year
non-recourse fixed rate loans that refinanced previously issued floating rate
loans. Consistent with the year-end target that was established at the beginning
of 2001, General Growth has now converted over $1.2 billion of its prorata share
of total portfolio floating rate debt into fixed rate obligations.

"This financing satisfies many of our objectives. We obtained extremely low cost
non-recourse financing to replace recourse debt, we generated $375 million of
excess proceeds to reinvest in our business, and we lowered our weighted average
spread on existing floating rate loans," said Bernard Freibaum, CFO of General
Growth. "This transaction also extends our loan terms, smoothes out and staggers
our debt maturities over a longer period and reduces our total prorata floating
rate indebtedness to more typical levels."

H. Carl McCall, the New York State Comptroller and sole Trustee for the $112
billion New York State Common Retirement Fund said, "General Growth is a leader
in the retail industry and this transaction will further enhance the performance
of our joint venture."

The co-lead bookrunners on this transaction were Lehman Brothers and Goldman,
Sachs & Co. The financing was also co-managed by Deutsche Banc Alex. Brown,
JPMorgan, Blaylock & Partners, Utendahl Capital Partners, and The Williams
Capital Group, L.P.

General Growth Properties, Inc. is one of the oldest and most experienced
shopping center owners, developers and managers in the United States. It
currently owns interests in and/or manages 145 shopping malls in 39 states,
comprising approximately 125 million square feet of retail space.

The New York State Common Retirement Fund holds and invests the assets of nearly
one million retirees and members of the New York State and Local Retirement
Systems. Its diversified real estate portfolio includes interests in 31 regional
malls with General Growth.

Ivanhoe Cambridge Inc. is a leading Canadian commercial property owner, manager,
and developer. Its core real estate portfolio of properties consists of
interests in 60 regional and super-regional shopping centers comprising 44
million square feet of retail space.

This release may contain forward-looking statements that involve risks and
uncertainties. All statements other than statements of historical fact are
statements that may be deemed forward-looking statements, which are subject to a
number of risks, uncertainties and assumptions. Representative examples of these
risks, uncertainties and assumptions include (without limitation) general
industry and economic conditions, interest rate trends, cost of capital and
capital requirements, availability of real estate properties, competition from
other companies and venues for the sale/distribution of goods and services,
changes in retail rental rates in the Company's markets, shifts in customer
demands, tenant bankruptcies or store closures, changes in vacancy rates at the
Company's properties, changes in operating expenses, including employee wages,
benefits and training, governmental and public policy changes, changes in
applicable laws, rules and regulations (including changes in tax laws), the
ability to obtain suitable equity and/or debt financing, and the continued
availability of financing in the amounts and on the terms necessary to support
the Company's future business. Readers are referred to the documents filed by
the Company with the SEC, specifically the most recent reports on Forms 10-K and
10-Q, which identify important risk factors which could cause actual results to
differ from those contained in the forward-looking statements.

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