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)
                               September 15, 2004

                         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 (see General Instruction A.2. below):

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

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

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

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

- -------------





ITEM 5.04 TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT
          PLANS

On September 15, 2004, General Growth Properties, Inc. ("GGP") sent a notice to
its board of directors and executive officers pursuant to Rule 104(b)(2) of
Regulation BTR with respect to a covered blackout period under the General
Growth Management Savings and Employee Stock Ownership Plan (the "Plan"). The
blackout period is necessary to complete the transition of the recordkeeping and
administrative services associated with the Plan to The Vanguard Group, who will
become the new trustee for the Plan. During the blackout period, Plan
participants will not be able to request loans or withdrawals, make fund
exchanges (transfers) or contribution allocation changes, or check their account
balance. The blackout period is expected to begin on September 30, 2004 and end
during the week of October 17, 2004. For questions regarding the blackout
period, contact Heather Margulis, GGP Benefits Manager, at 1-312-960-5763;
Michelle McGovern, GGP Director - Human Capital, at 1-312-960-5821; or The
Vanguard Group at 1-800-523-1188. The notice is attached hereto as Exhibit 99.1
and is incorporated herein by reference.

SIGNATURE

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:  September 15, 2004


EXHIBIT INDEX

Exhibit No.
- -----------

99.1     Notice of Blackout Period to Members of the Board of Directors and
         Executive Officers of General Growth Properties, Inc.

                                       2

EX-99.1

                                                                    Exhibit 99.1

                                                              September 15, 2004


Notice of Blackout Period to Members of the Board of Directors and Executive
Officers of General Growth Properties, Inc.


As a director or executive officer of General Growth Properties, Inc. ("GGP"),
you are subject to the restrictions of Rule 104 of Regulation BTR (Blackout
Trading Restrictions) under Section 306 of the Sarbanes-Oxley Act of 2002. These
restrictions prohibit all transactions in GGP common stock and options to
purchase common stock during the upcoming blackout period in the General Growth
Management Savings and Employee Stock Ownership Plan (the "Plan"). The blackout
period will commence on September 30, 2004 and end during the week of October
17, 2004 (the "Blackout Period").

The Blackout Period is necessary to complete the transition of the recordkeeping
and administrative services associated with the Plan to The Vanguard Group, who
will become the new trustee for the Plan. During the Blackout Period, you are
not permitted to purchase, sell or otherwise acquire or transfer any GGP common
stock or purchase, sell, transfer or exercise any option to purchase GGP common
stock. The prohibition on you is imposed because participants in the Plan will
not be able to request loans or withdrawals, make fund exchanges or transfers,
make contribution allocation changes or check account balances during the
Blackout Period. Your ability to engage in transactions in GGP common stock or
exercise options is affected during the Blackout Period regardless of whether
you participate in the Plan.

This prohibition on sales and other transfers applies only to GGP common stock
and options to purchase common stock that you acquired in connection with your
service or employment as a director or executive officer of GGP. Please note
that any common stock or options you sell or otherwise transfer will be
automatically treated as acquired in connection with your service or employment
unless you establish that the common stock or options were acquired from another
source and this identification is consistent with your treatment of the common
stock or options for tax purposes and all other disclosure and reporting
requirements.

Please be advised that GGP's policy that limits trading in GGP common stock
preceding the release of quarterly earnings information also will be in effect.
As a result, commencing September 20, 2004 and ending two full business days
after GGP's quarterly earnings release, the purchase and sale of GGP common
stock is prohibited. However, certain option exercises will be permitted under
GGP's policy during this time period.

Please direct questions, including when the Blackout Period has ended during the
week of October 17, 2004, and requests for pre-clearance of your transactions in
GGP common stock, to Ed Hoyt, Senior Vice President, Chief Accounting Officer at
(312) 960-5175, 110 North Wacker Drive, Chicago, Illinois 60606.