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)
                                 October 1, 2003


                         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)








ITEM 5. OTHER INFORMATION

On October 1, 2003, General Growth Properties, Inc. issued a press release
announcing the calling of a special meeting of stockholders for the purpose of
approving an increase in the number of authorized shares of common stock,
changing the par value of the common stock to one cent per share and approving a
three-for-one stock split. In addition, the quarterly dividend for the third
quarter 2003 was announced, in the amount of $.90 per share. A copy of the press
release is attached as Exhibit 99 to this report.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

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

(a), (b)  Not applicable.

(c)  Exhibits

Exhibit Index attached and incorporated 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:  October 1, 2003






                                  EXHIBIT INDEX

EXHIBIT
NUMBER      NAME

  99        Press Release dated October 1, 2003.

EX-99

NEWS RELEASE                                     GENERAL GROWTH PROPERTIES, INC.
                                                 110 North Wacker Drive
                                                 Chicago, IL 60606
                                                 (312) 960-5000
                                                 FAX (312) 960-5475


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

                                                           Beth Coronelli
                                                           (312) 960-2750

             GENERAL GROWTH PROPERTIES, INC. ANNOUNCES THREE-FOR-ONE
                    STOCK SPLIT AND A 25% DIVIDEND INCREASE

CHICAGO, ILLINOIS, OCTOBER 1, 2003 -- General Growth Properties (NYSE: GGP)
announced today that its Board of Directors has approved a three-for-one split
of the company's common stock, subject to stockholder approval of the stock
split and an increase in the number of authorized shares of common stock under
the company's charter from 210 million to 875 million. The company also today
declared a dividend of $0.90 per share, payable to common stock shareholders of
record on October 15, 2003, with payment on October 31, 2003. The current
dividend represents an increase of 25% over the previous quarterly dividend of
$0.72 per share.

The company will hold a special meeting of stockholders on November 20, 2003, to
vote on the increase in the number of authorized shares and the stock split. The
record date for the special meeting will be October 20, 2003. Subject to
receiving such stockholder approval, the record date for the stock split will be
November 20, 2003, with a distribution date of December 5, 2003. As proposed,
the stock split will increase the number of outstanding shares from
approximately 71.5 million to 214.5 million shares.

General Growth Properties, Inc. is the sole general partner of GGP Limited
Partnership. The partnership currently has more than 20 million common units
outstanding that may be exchanged by their holders, under certain circumstances,
for shares of GGP common stock on a one-for-one basis, thereby increasing the
company's percentage ownership of GGP Limited Partnership. These common units
would also be split on a three-for-one basis so that they would continue to be
exchangeable on a one-for-one basis into shares of common stock.

General Growth Properties is the country's second largest shopping center owner,
developer and manager of regional shopping malls. General Growth currently has
ownership interests in, or management responsibility for, a portfolio of 163
regional shopping malls in 39 states. The company portfolio totals more than 142
million square feet of retail space and includes over 16,000 retailers
nationwide. A publicly traded Real Estate Investment Trust (REIT), General
Growth Properties is listed on the New York Stock Exchange under the symbol GGP.
For more information on





General Growth Properties and its portfolio of malls, please visit the company
web site at http://www.generalgrowth.com.

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 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 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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