8-K

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                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549


                                   FORM 8-K


                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                            SECURITIES ACT OF 1934




       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) AUGUST 8, 1997



                        GENERAL GROWTH PROPERTIES, INC.
                        -------------------------------
            (Exact name of Registrant as specified in its charter)





          DELAWARE                  1-11656                     42-1283895
- -------------------------------------------------------------------------------
      (State or other             (Commission                  (IRS Employer
      jurisdiction of             file number)              identification no.)
      incorporation)




                55 West Monroe Street, Chicago,    Illinois 60603
            -----------------------------------------------------
            (Address of principal executive offices)  (Zip Code)



      Registrant's telephone number, including Area Code (312) 551-5000



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


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ITEM 5.  OTHER EVENTS.

     On August 4, 1997, General Growth Properties, Inc. (the "Company") entered
into a Pricing Agreement with Lehman Brothers Inc. (the "Underwriter") pursuant
to which on August 8, 1997 the Company sold to the Underwriter 4,000,000 shares
of its Common Stock for an aggregate purchase price of $135.6 million, or
$33.90 per share.  In addition, the Company granted the Underwriter an option
for 30 days to purchase up to 600,000 additional shares of Common Stock at a
purchase price of $33.90 per share.  Approximately $113.0 million of the net
proceeds of the offering were used to repay outstanding indebtedness under two
credit facilities.  The balance of the net proceeds of the offering will be
used for general corporate purposes, including possible future acquisitions and
the development of enclosed mall shopping centers.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (a)-(b)  Not applicable.

     (c)      Exhibits.

     1(a)     Pricing Agreement dated August 4, 1997 between the Company and
              Lehman Brothers Inc.







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                                  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                
                                                Chief Financial Officer         


Date:  August 18, 1997

















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EX-1.A

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                                                                    Exhibit 1(a)

                              Pricing Agreement


Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285


                                                                  August 4, 1997

Ladies and Gentlemen:

     General Growth Properties, Inc., a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated May 16, 1995 (the "Underwriting Agreement"),
between the Company and GGP Limited Partnership, a Delaware limited partnership
(the "Operating Partnership") on the one hand and Goldman, Sachs & Co. on the
other hand, to issue and sell to the Underwriters named in Schedule I hereto
(the "Underwriters") the Shares specified in Schedule II hereto (the
"Designated Shares" consisting of Firm Shares and any Optional Shares the
Underwriters may elect to purchase).  Each of the provisions of the
Underwriting Agreement is incorporated herein by reference in its entirety, and
shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the representations
and warranties set forth therein shall be deemed to have been made at and as of
the date of this Pricing Agreement, except that each representation and
warranty which refers to the Prospectus in Section 2 of the Underwriting
Agreement shall be deemed to be a representation or warranty as of the date of
the Underwriting Agreement in relation to the Prospectus (as therein defined),
and also a representation and warranty as of the date of this Pricing Agreement
in relation to the Prospectus as amended or supplemented relating to the
Designated Shares which are the subject of this Pricing Agreement.  Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you.  Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined.

     An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Shares, in the form
heretofore delivered to you is now proposed to be filed with the Commission.

     Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, (a) the Company agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time
and place and at the purchase price to the Underwriters set forth in Schedule
II hereto,


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the number of Firm Shares set forth opposite the name of such Underwriter in    
Schedule I hereto and, (b) in the event and to the extent that the Underwriters
shall exercise the election to purchase Optional Shares, as provided below, the
Company agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company at
the purchase price to the Underwriters set forth in Schedule II hereto that
portion of the number of Optional Shares as to which such election shall have
been exercised.

     The Company hereby grants to each of the Underwriters the right to
purchase at their election up to the number of Optional Shares set forth
opposite the name of such Underwriter in Schedule I hereto on the terms
referred to in the paragraph above for the sole purpose of covering 
over-allotments in the sale of the Firm Shares.  Any such election to purchase
Optional Shares may be exercised by written notice from the Representatives to
the Company given within a period of 30 calendar days after the date of this
Pricing Agreement, setting forth the aggregate number of Optional Shares to be
purchased and the date on which such Optional Shares are to be delivered, as
determined by the Representatives, but in no event earlier than the First Time
of Delivery or, unless the Representatives and the Company otherwise agree in
writing, no earlier than two or later than ten business days after the date of
such notice.

     The following additional representations and warranties are hereby added
to the representations and warranties set forth in Section 2 of the 
Underwriting Agreement or amended as follows:

     --Section 2(d) is amended as follows:  The reference to CenterMark
Properties, Inc. is deleted.

     --The following language is added to the end of Section 2(f): Except as
disclosed in the Prospectus, no shares of the Company's Common Stock are
reserved for any purpose and except for the equity interests in the Operating
Partnership ("Units") and for shares of capital stock of GGP/Homart, Inc.,
there are no outstanding securities convertible into or exchangeable for any
shares of Common Stock of the Company, and no outstanding options, rights
(preemptive or otherwise) or warrants to purchase or subscribe for shares of
Common Stock or any other securities of the Company (except, in the case of
options, any options granted on or after the date on which the Company filed
its definitive proxy statement on Schedule 14A).

     --The following language is added to the end of Section 2(g):  The form of
the certificates to be used to evidence the Shares will at the First Time of
Delivery be in due and proper form and will comply with all applicable legal
requirements.  The issuance of the Shares is not subject to any preemptive or
other similar rights.




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     --Section 2(j) is amended as follows:  The words "breach of or" are
inserted in the third line immediately before the word "default" and the words
"or under any applicable law, rule, order, administrative regulation or
administrative or court decree" are inserted in the fifth line immediately
following the word "instrument."

     --Section 2(p) is amended as follows:  The words "and for a 50.1% interest
in Dayjay Associates" are inserted in the fifth line immediately after the word
"Prospectus", the words "the six" in the eighth line are replaced with the word
"four," the words "owning malls described in the Prospectus as securing a
revolving credit facility in the maximum amount of $208.5 million" are deleted,
and the words "such credit facility" in the eleventh line are replaced by the
words "a line of credit in the amount of $116.7 million."

     --Section 2(r) is amended as follows:  The words "and limited liability
companies" are inserted in the second line immediately after the word
"partnerships" and the words "General Growth CMP, L.P., CenterMark Management
Company, CenterMark" are replaced by the words "General Growth Management,
Inc., GGP/Homart, Inc."

     --The following provision is added as Section 2(s):  This Agreement has
been duly and validly authorized, executed and delivered by the Company and the
Operating Partnership;

     --The following provision is added as Section 2(t):  The financial
statements (including the related notes and supporting schedules) filed as part
of, or incorporated by reference in, the Registration Statement and the
Prospectus present fairly the financial condition and results of operations of
the entities purported to be shown thereby, at the dates and for the periods
indicated, and have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis throughout the periods
involved.  Pro forma financial information included in or incorporated by
reference in the Registration Statement and the Prospectus has been prepared in
accordance with the applicable requirements of the Securities Act, the Rules
and Regulations and AICPA guidelines with respect to pro forma financial
information and includes all adjustments necessary to present fairly the pro
forma financial position of the Company at the respective dates indicated and
the results of operations for the respective periods specified;

     --The following provision is added as Section 2(u):  Each of the Company
and the Operating Partnership and their subsidiaries, and each property
carries, or is covered by, insurance in such amounts and covering such risks as
is adequate for the conduct of its business and the value of such property and
as is customary for companies engaged in similar businesses in similar
industries;





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     --The following provision is added as Section 2(v):  At all times
commencing with the Company's taxable year ending December 31, 1994, the
Company and the Operating Partnership have been and upon the sale of the Shares
will continue to be, organized and operated in conformity with the requirements
for qualification of the Company as a real estate investment trust under the
Code and the proposed method of operation of the Company and the Operating
Partnership will enable the Company to continue to meet the requirements for
qualification and taxation as a real estate investment trust under the Code;

     --The following provision is added as Section 2(w):  Since the date as of
which information is given in the Prospectus through the date hereof, and
except as may otherwise be disclosed or contemplated in the Prospectus, neither
the Company nor the Operating Partnership has (i) issued or granted any
securities, (ii) incurred any liability or obligation, direct or contingent,
other than liabilities and obligations which were incurred in the ordinary
course of business, (iii) entered into any transaction not in the ordinary
course of business nor (iv) declared or paid any distribution on its capital
stock (other than the regular quarterly distribution);

     --The following provision is added as Section 2(x):  The Company, the
Operating Partnership and each of their subsidiaries (i) makes and keeps
accurate books and records and (ii) maintains internal accounting controls
which provide reasonable assurance that (A) transactions are executed in
accordance with management's authorization, (B) transactions are recorded as
necessary to permit preparation of its financial statements and to maintain
accountability for its assets, (C) access to its assets is permitted only in
accordance with management's authorization and  (D) the reported accountability
for its assets is compared with existing assets at reasonable intervals; and

     --The following provision is added as Section 2(y): Other than this
Agreement and as set forth in the Prospectus under the heading "Underwriting,"
there are no contracts, agreements or understandings between either the Company
or the Operating Partnership and any person that would give rise to a valid
claim against the Company, the Operating Partnership or any Underwriter for a
brokerage commission, finder's fee or other like payment with respect to the
consummation of the transactions contemplated by this Agreement.

     The following additional covenants and agreements are hereby added to
those set forth in Section 5 of the Underwriting Agreement:

     --The following provision is added as Section 5(e):  For a period of five
years following the applicable effective date, to furnish to the Underwriters
copies of all materials furnished by




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the Company to its shareholders and all public reports and all reports and      
financial statements furnished by the Company to the principal national
securities exchange upon which the Common Stock may be listed pursuant to
requirements of or agreements with such exchange or to the Commission pursuant
to the Exchange Act or any rule or regulation of the Commission thereunder;

     --The following provision is added as Section 5(f):  For a period of 90
days from the date of the Prospectus, the Company will not, directly or
indirectly, offer for sale, contract to sell, sell or otherwise dispose of any
Common Stock or securities convertible into or exercisable or exchangeable for
Common Stock in an underwritten offering to the public (other than the Shares
and any Units or Common Stock that may be issued in connection with any
acquisition of a property or business), or sell or grant options, rights or
warrants with respect to any Common Stock (except pursuant to customary
compensation arrangements and employee benefit plans), without the prior
written consent of Lehman Brothers Inc.;

     --The following provision is added as Section 5(g):  The Company will file
with the New York Stock Exchange, Inc. all documents and notices required by
such exchange of companies that have securities listed on such exchange and
will use its best efforts to maintain the listing of the Common Stock thereon;

     --The following provision is added as Section 5(h):  The Company will
apply the net proceeds from the sale of the Shares in accordance with the
description set forth in the Prospectus under the caption "Use of Proceeds";

     --The following provision is added as Section 5(i):  Except as stated in
this Agreement and in the Prospectus, neither the Company nor the Operating
Partnership has taken, nor will take, directly or indirectly, any action
designed to or that might reasonably be expected to cause or result in
stabilization or manipulation of the price of the Common Stock to facilitate
the sale or resale of the Shares;

     --The following provision is added as Section 5(j):  The Company will use
its best efforts to continue to meet the requirements to qualify as a "real
estate investment trust" under the Code; and

     The following additional conditions are hereby added to those set forth in
Section 7 of the Underwriting Agreement or restated as follows:

     --The following provision is added as Section 7(c)(xvii):  The 
Registration Statement was declared effective under the Securities Act as of
the date and time specified in such opinion, the Prospectus was filed with the
Commission pursuant to the



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subparagraph of Rule 424(b) of the Rules and Regulations specified in such      
opinion on the date specified therein and, to the best knowledge of such
counsel, no stop order suspending the effectiveness of the Registration
Statement has been issued and, to the best knowledge of such counsel, no
proceeding for that purpose is pending or threatened by the Commission.

     --Section 7(b) is restated as follows:  The Underwriters shall have
received from Rogers & Wells, counsel for the Underwriters, such opinion or
opinions, dated such Time of Delivery, with respect to the issuance and sale of
the Shares, the Registration Statement, the Prospectus and other related
matters as the Underwriters may reasonably require, and the Company shall have
furnished to such counsel such documents as they reasonably request for the
purpose of enabling them to pass upon such matters.

     In addition, Section 8 of the Underwriting Agreement is hereby restated in
its entirety as follows:

     (a) The Company and the Operating Partnership jointly and severally, shall
indemnify and hold harmless each Underwriter, its officers and employees and
each person, if any, who controls any Underwriter within the meaning of the
Securities Act, from and against any loss, claim, damage or liability, joint or
several, or any action in respect thereof (including, but not limited to, any
loss, claim, damage, liability or action relating to purchases and sales of
Shares), to which that Underwriter, officer, employee or controlling person may
become subject, under the Securities Act or otherwise, insofar as such loss,
claim, damage, liability or action arises out of, or is based upon, (i) any
untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or the Prospectus or in any amendment or supplement
thereto, (ii) the omission or alleged omission to state in the Registration
Statement or the Prospectus, or in any amendment or supplement thereto, any
material fact required to be stated therein or necessary to make the statements
therein not misleading (with respect to the Prospectus, in light of the
circumstances under which they were made), or (iii) any act or failure to act
or any alleged act or failure to act by any Underwriter in connection with, or
relating in any manner to, the Shares or the offering contemplated hereby, and
which is included as part of or referred to in any loss, claim, damage,
liability or action arising out of or based upon matters covered by clause (i)
or (ii) above (provided that neither the Company nor the Operating Partnership
shall be liable under this clause (iii) to the extent that it is determined in
a final judgment by a court of competent jurisdiction that such loss, claim,
damage, liability or action resulted directly from any such acts or failures to
act undertaken or omitted to be taken by such Underwriter through its gross
negligence or willful misconduct), and shall reimburse each Underwriter and
each such officer, employee or controlling person for any legal or other
expenses reasonably incurred by that


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Underwriter, officer, employee or controlling person in connection with 
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action as such expenses are incurred; provided, however,
that neither the Company nor the Operating Partnership shall be liable in any
such case to the extent that any such loss, claim, damage, liability or action
arises out of, or is based upon, any untrue statement or alleged untrue
statement or omission or alleged omission made in the Registration Statement or
the Prospectus, or in any such amendment or supplement, in reliance upon and in
conformity with written information concerning such Underwriter furnished to
the Company through the Underwriters by or on behalf of any Underwriter
specifically for inclusion therein.  The foregoing indemnity agreement is in
addition to any liability which the Company and the Operating Partnership may
otherwise have to any Underwriter or to any officer, employee or controlling
person of that Underwriter.

     (b) Each Underwriter, severally and not jointly, shall indemnify and hold
harmless each of the Company and the Operating Partnership, its officers and
employees, each of its directors, and each person, if any, who controls the
Company or the Operating Partnership within the meaning of the Securities Act,
from and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof, to which each of the Company or the Operating
Partnership or any such director, officer or controlling person may become
subject, under the Securities Act or otherwise, insofar as such loss, claim,
damage, liability or action arises out of, or is based upon, (i) any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or the Prospectus or in any amendment or supplement
thereto, or (ii) the omission or alleged omission to state in the Registration
Statement or the Prospectus, or in any amendment or supplement thereto, any
material fact required to be stated therein or necessary to make the statements
therein not misleading, but in each case only to the extent that the untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information concerning such
Underwriter furnished to the Company through the Underwriters by or on behalf
of that Underwriter specifically for inclusion therein, and shall reimburse the
Company or the Operating Partnership and any such director, officer or
controlling person for any legal or other expenses reasonably incurred by the
Company or the Operating Partnership or any such director, officer or
controlling person in connection with investigating or defending or preparing
to defend against any such loss, claim, damage, liability or action as such
expenses are incurred.  The foregoing indemnity agreement is in addition to any
liability which any Underwriter may otherwise have to the Company, the
Operating Partnership or any such director, officer, employee or controlling
person.

     (c) Promptly after receipt by an indemnified party under this Section 8 of
notice of any claim or the commencement of any action,

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the indemnified party shall, if a claim in respect thereof is to be made        
against the indemnifying party under this Section 8, notify the indemnifying
party in writing of the claim or the commencement of that action; provided,
however, that the failure to notify the indemnifying party shall not relieve it
from any liability which it may have under this Section 8 except to the extent
it has been materially prejudiced by such failure and, provided further, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have to an indemnified party otherwise than under this
Section 8.  If any such claim or action shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it
wishes, jointly with any other similarly notified indemnifying party, to assume
the defense thereof with counsel reasonably satisfactory to the indemnified
party.  After notice from the indemnifying party to the indemnified party of
its election to assume the defense of such claim or action, the indemnifying
party shall not be liable to the indemnified party under this Section 8 for any
legal or other expenses subsequently incurred by the indemnified party in
connection with the defense thereof other than reasonable costs of
investigation; provided, however, that the indemnified party shall have the
right to employ its own counsel, with such counsel, in the case of the
Underwriters, to represent jointly the Underwriters and their respective
officers, employees and controlling persons who may be subject to liability
arising out of any claim in respect of which indemnity may be sought by the
Underwriters against the Company or the Operating Partnership under this
Section 8 if, in the reasonable judgment of the Underwriters, it is advisable
for the Underwriters and those officers, employees and controlling persons to
be jointly represented by separate counsel, and in that event the fees and
expenses of such separate counsel shall be paid by the Company and the
Operating Partnership.  No indemnifying party shall (i) without the prior
written consent of the indemnified parties (which consent shall not be
unreasonably withheld), settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding, or (ii) be liable for
any settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with the consent of
the indemnifying party or if there be a final judgment of the plaintiff in any
such action, the indemnifying party agrees to indemnify and hold harmless any
indemnified party from and against any loss or liability by reason of such
settlement or judgment.


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     (d) If the indemnification provided for in this Section 8 shall for any
reason be unavailable to or insufficient to hold harmless an indemnified party
under Section 8(a) or 8(c) in respect of any loss, claim, damage or liability,
or any action in respect thereof, referred to therein, then each indemnifying
party shall, in lieu of indemnifying such indemnified party, contribute to the
amount paid or payable by such indemnified party as a result of such loss,
claim, damage or liability, or action in respect thereof, (i) in such
proportion as shall be appropriate to reflect the relative benefits received by
the Company and the Operating Partnership on the one hand and the Underwriters
on the other from the offering of the Shares or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company and the Operating
Partnership on the one hand and the Underwriters on the other with respect to
the statements or omissions which resulted in such loss, claim, damage or
liability, or action in respect thereof, as well as any other relevant
equitable considerations.  The relative benefits received by the Company and
the Operating Partnership on the one hand and the Underwriters on the other
with respect to such offering shall be deemed to be in the same proportion as
the total net proceeds from the offering of the Shares purchased under this
Agreement (before deducting expenses) received by the Company or the Operating
Partnership, on the one hand, and the total underwriting discounts and
commissions received by the Underwriters with respect to the Shares purchased
under this Agreement, on the other hand, bear to the total gross proceeds from
the offering of the Shares under this Agreement.  The relative fault shall be
determined by reference to whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company or the Operating Partnership or the
Underwriters, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company, the Operating Partnership and the Underwriters agree that it would
not be just and equitable if contributions pursuant to this Section were to be
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take into account the equitable considerations referred to herein.  The amount
paid or payable by an indemnified party as a result of the loss, claim, damage
or liability, or action in respect thereof, referred to above in this Section
shall be deemed to include, for purposes of this Section 8(d), any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.  Notwithstanding the
provisions of this Section 8(d), no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the Shares
underwritten by it and distributed to the public was offered to the public
exceeds the amount of any damages which such

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Underwriter has otherwise paid or become liable to pay by reason of any untrue  
or alleged untrue statement or omission or alleged omission.  No person guilty
of fraudulent misrepresentation (within the meaning of section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.  The Underwriters' obligations to
contribute as provided in this Section 8(d) are several in proportion to their
respective underwriting obligations and not joint.

     (e) The Underwriters severally confirm and the Company and the Operating
Partnership each acknowledge that the statements with respect to the public
offering of the Shares by the Underwriters set forth on the cover page of, the
legend concerning stabilization on page S-3 of, the concession and reallowance
information and, pursuant to Item 508 of Regulation S-K of the Securities Act,
the fourth and fifth paragraphs appearing in the section captioned
"Underwriting" in the Prospectus are correct and constitute the only
information concerning such Underwriters furnished in writing to the Company by
or on behalf of the Underwriters specifically for inclusion in the Registration
Statement and the Prospectus.










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     If the foregoing is in accordance with your understanding, please sign and
return to us eight counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the
Underwriters, the Company and the Operating Partnership.

                                     Very truly yours,                        
                                                                              
                                     GENERAL GROWTH PROPERTIES, INC.          
                                                                              
                                     By:  /s/ Bernard Freibaum                
                                        ------------------------------------- 
                                     Name:  Bernard Freibaum                  
                                     Title: Executive Vice President          
                                            and Chief Financial Officer       
                                                                              
                                                                              
                                     GGP LIMITED PARTNERSHIP                  
                                                                              
                                                                              
                                     By:  GENERAL GROWTH PROPERTIES, INC.     
                                                                              
                                                                              
                                          By:  /s/ Bernard Freibaum           
                                             -------------------------------- 
                                          Name:  Bernard Freibaum             
                                          Title: Executive Vice President     
                                                 and Chief Financial Officer  


Accepted as of the date hereof:
Lehman Brothers Inc.



By: /s/ Michael J. DeMarco
   ---------------------------
     Michael J. DeMarco
     Senior Vice President






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                                  SCHEDULE I




                                                              Maximum Number 
                                                               of Optional   
                                                Number of      Shares Which  
                                               Firm Shares        May be     
                   Underwriter               to be Purchased    Purchased    
                   -----------               ---------------  -------------- 
                                                                    
Lehman Brothers Inc.......................      4,000,000         600,000
                                                                         
                                                  -------             ---
Total                                           4,000,000         600,000
                                                =========         =======


















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                                 SCHEDULE II

TITLE OF DESIGNATED SHARES:    Common Stock, par value $.10 per share

NUMBER OF DESIGNATED SHARES:

     Number of Firm Shares:  4,000,000

     Maximum Number of Optional Shares:  600,000

INITIAL OFFERING PRICE TO PUBLIC:

     $34.50 per Share

PURCHASE PRICE TO THE UNDERWRITERS:

     $33.90 per Share

FORM OF DESIGNATED SHARES:

Definitive form, to be made available for checking and packaging at least
twenty-four hours prior to the Time of Delivery at the office of Lehman
Brothers Inc., Three World Financial Center, New York, New York 10285

FUNDS FOR PAYMENT OF PURCHASE PRICE:

New York Clearing House (next day) funds

TIME OF DELIVERY:  9:30 a.m. (New York City time), August 8, 1997

CLOSING LOCATION:  Rogers & Wells, 200 Park Avenue, New York, New York 10166


ADDRESS FOR NOTICES, ETC.:  Lehman Brothers Inc., Three World Financial Center,
                            New York, New York 10285










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