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                      SECURITIES AND EXCHANGE COMMISSION


                            Washington, D.C. 20549



                                  FORM 10Q/A

                               AMENDMENT NO. 1


               Filed pursuant to Section 12, 13, or 15(d) of the
                       Securities Exchange Act of 1934




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


                                           IRS Employer Identification
Commission File No. 1-111656                      No. 42-1283895



     The undersigned registrant hereby amends the following sections of its
Report of March 31, 1998 on Form 10-Q as set forth in the pages attached
hereto:

     PART I   FINANCIAL INFORMATION



     Item 2. Management's Discussion and Analysis of Financial Condition and
             Results of Operations


                              Pages 16 through 20



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


                       GENERAL GROWTH PROPERTIES, INC.


              By: /s/: Bernard Freibaum
                       ------------------------
                       Bernard Freibaum
                       Executive Vice President and 
                       Chief Financial Officer 
                       (Principal Accounting Officer)   



Dated: May 21, 1998
    

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         All references to numbered Notes are to specific footnotes to the
         Consolidated Financial Statements of the Company included in this
         quarterly report and which descriptions are hereby incorporated herein
         by reference. The following discussion should be read in conjunction
         with such Consolidated Financial Statements and Notes thereto.

         As of March 31, 1998, the Company together with the Operating
         Partnership owned 100% of thirty-five enclosed regional shopping
         centers (the "Wholly-Owned Centers"), 51% of the stock of GGP/Ivanhoe,
         50% of Quail Springs and Town East, 38.2% of the stock of GGP/Homart,
         and a non-voting preferred stock ownership interest (representing 95% 
         of the equity interest) in GGMI (Note 5). GGP/Homart owns interests in
         twenty-four shopping centers. GGP/Ivanhoe owns interests in two
         shopping centers, The Oaks and Westroads. Revenues are primarily
         derived from fixed minimum rents, percentage rents and recoveries of
         operating expenses from tenants. Inasmuch as the Company's financial
         statements reflect the use of the equity method to account for its
         investments in GGP/Homart, GGP/Ivanhoe, GGMI, Quail Springs and Town
         East, the discussion of results of operations below relates primarily
         to the revenues and expenses of the Wholly-Owned Centers. The
         Wholly-Owned Centers, the Homart Centers, GGP/Ivanhoe, Quail
         Springs and Town East are collectively known as the "Company
         Portfolio".

         On March 31, 1998, the centers in the Company Portfolio which are not  
         currently under redevelopment were approximately 85.3% occupied. The
         centers in the Company Portfolio which were not currently undergoing
         redevelopment on March 31, 1997 had an occupancy of approximately
         83.5%.


   
         Comparable mall store sales are sales of those tenants that were open
         the previous 12 months. Therefore, comparable mall store sales in 1998
         are of those tenants that were operating in the first quarter of 1997.
         Comparable mall store sales averaged $277 per square foot for the
         Company Portfolio in the first quarter of 1998. In the first quarter 
         of 1998, total mall store sales for the Company Portfolio increased 
         by 11.6% over 1997, and comparable mall store sales increased by 5.5% 
         over 1997.
    

         The average mall store rent per square foot from leases that expired in
         1998 was $23.90. The Company Portfolio benefited from increasing rents
         inasmuch as the weighted average mall store rent per square foot on new
         and renewal leases executed during 1998 was $26.49 or $2.59 per square
         foot above the average for expiring leases.

FORWARD-LOOKING INFORMATION

         Forward looking statements contained in this Quarterly Report on Form
         10-Q may include certain forward-looking information statements,       
         within the meaning of Section 27A of the Securities Act of 1933, as
         amended, and Section 21E of the Securities Exchange Act of 1934, as
         amended, including (without limitation) statements with respect to
         anticipated future operating and financial performance, growth and
         acquisition opportunities and other similar forecasts and statements or
         expectation. Words such as "expects, "anticipates", "intends", "plans",
         "believes", "seeks",


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         "estimates" and "should" and variations of these words and similar
         expressions, are intended to identify these forward-looking statements.
         Forward-looking statements made by the Company and its management are
         based on estimates, projections, beliefs and assumptions of management
         at the time of such statements and are not guarantees of future
         performance. The Company disclaims any obligation to update or revise
         any forward-looking statement based on the occurrence of future events,
         the receipt of new information or otherwise.

         Actual future performance, outcomes and results may differ materially
         from those expressed in forward-looking statements made by the Company
         and its management as a result of a number of risks, uncertainties and
         assumptions. Representative examples of these factors 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, shifts in customer demands,
         tenant bankruptcies, 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), and the continued availability of financing in the 
         amounts and the terms necessary to support the Company's future 
         business.

RESULTS OF OPERATIONS OF THE COMPANY

THREE MONTHS ENDED MARCH 31, 1998 AND 1997

         Total revenues for the first quarter of 1998 were $80.4 million, which
         represents an increase of $15.1 million or approximately 23.1% from
         $65.3 million in the first quarter of 1997. Approximately $9.4 million
         or 62.3% of the increase is from acquisitions completed after March 31,
         1997. Increased revenues at comparable properties (properties owned at
         all times during current and prior periods) accounted for the remaining
         $5.7 million or 37.7% of the increase. Minimum rent for the first
         quarter of 1998 increased by $11.3 million or 28.8% from $39.2 million
         in 1997 to $50.5 million. The acquisition of properties generated a
         $5.7 million increase in minimum rents. Expansion space, specialty
         leasing and a combination of occupancy, rental charges and allowance
         reserve adjustments at the comparable centers accounted for the
         remaining increase in minimum rents. Tenant charges increased by $4.0
         million or 18.5% from $21.6 million to $25.6 million for the first
         quarter of 1998. Approximately $0.7 million of the increase is
         attributable to higher recoverable operating expenses at the comparable
         malls. The remaining $3.3 million increase was generated by properties
         which were recently acquired. For the first quarter of 1998, overage
         rents increased to $2.4 million from $2.1 million in 1997. Acquisitions
         contributed substantially all of the $.3 million increase in overage
         rent. Other revenues decreased by approximately $.7 million or 43.7% to
         $.9 million for the first quarter of 1998 from $1.6 million in 1997,
         substantially all of which related to comparable centers.

         Total expenses, including depreciation and amortization, increased by
         approximately $9.6 million, from $34.9 million in the first quarter of
         1997 to $44.5 million in the first quarter of 1998. For the period
         ended March 31, 1998, property operating expenses increased by $5.4
         million or 32.3% from $16.7 million in 1997 to $22.1 million in the
         first quarter of 1998. Of this increase, new acquisitions accounted for
         $3.2 million, while higher recoverable operating costs at comparable
         centers contributed the remaining $2.2 million. Depreciation and


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         amortization increased by $2.8 million over the same period in 1997.
         Approximately $1.5 million of the $2.8 million increase in depreciation
         and amortization was generated at comparable centers. The remaining
         $1.3 million was from newly acquired properties. Management fees to
         affiliates and general and administrative expenses together were
         approximately $.4 million higher than in the first quarter of 1997.

         Net interest expense for the first quarter of 1998 was $17.9 million,
         an increase of $2.5 million or 16.2% from $15.4 million in the first
         quarter of 1997. The acquisition of new properties was responsible for
         an increase of approximately $2.3 million. Interest savings of $.2
         million were generated by lower interest rates as a result of
         refinancing activities and the paydown of debt with the proceeds of the
         common stock offerings in the third quarter of 1997.

         Equity in net income of unconsolidated affiliates in the first quarter
         of 1998 decreased by approximately $7.1 million to a loss of $5.2
         million in 1998, from earnings of $1.9 million in the first quarter of
         1997. The Company's ownership interest in GGMI resulted in a decrease
         of $7.7 million, primarily due to the write-off of certain unamortized
         third-party management contract costs recorded at the acquisition of G
         GMI which relates to contracts terminated in the first quarter of
         1998. Property Joint Ventures (see Note 1) accounted for an increase
         of approximately $.7 million due primarily to the acquisitions of the
         Town East Mall and the two malls by GGP/Ivanhoe as described more
         fully in Note 4.


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LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY

The Company uses operating cash flow as the principal source of funding
for recurring capital expenditures such as tenant construction allowances and
minor improvements made to individual properties that are not recoverable
through common area maintenance charges to tenants. Funding alternatives for
acquisitions, new development, expansions and major renovation programs at
individual centers include construction loans, mini-permanent loans, long-term
project financing, additional property level or Company level equity
investments, unsecured Company level debt or secured loans collateralized by
individual shopping centers. The Company closed on a $200 million unsecured
credit facility during August of 1997. Said facility is expected to provide all
of the funds necessary to complete the development of Coralville Mall in Iowa
City, Iowa, the mall under development in Grand Rapids, Michigan and to fund
certain other non-recurring capital expenditures that are currently being
contemplated and/or evaluated. The Company acquired Southwest Plaza in Denver,
Colorado in April 1998 and Northbrook Court in Northbrook (Chicago) Illinois in
May, 1998 as more fully described in Note 4. In addition, the Company has
entered into definitive agreements to acquire two portfolios of malls by the
end of June 1998. Such proposed acquisitions as more fully described in Note 4
are expected to be funded by cash and cash equivalents on hand, short and long
term debt financing, joint venture contributions and a public offering of
convertible preferred stock .

   
Net cash provided by operating activities was $35.0 million in 1998, an increase
of $9.1 million from $25.9 million in 1997. Net income after allocations to the
minority interest decreased $39.1 million which was represented primarily by the
$58.6 million gain on the partial sale of CenterMark recognized in 1997. The
other significant change was a $4.0 million increase in accounts payable and
accrued expenses in 1998.
    

Net cash used by investing activities was $100 million in 1998 compared to $31
million of cash provided in 1997. Cash flow from investing activities was
impacted by acquisitions, development and improvements to real estate
properties, which caused a decrease in cash of approximately $40.4 million in
1998. The Company issued a mortgage note receivable in 1998 for $50 million.
The Company has an option in 1998 to acquire the underlying asset secured by
this note. The sale proceeds from the sale of CenterMark provided a decrease of
$130.5 million in 1998 from 1997.

Financing activities contributed cash of $45.5 million in 1998, compared to a
use of cash of $59.5 million in 1997. The major contributing factor of cash from
financing activity is net financing from mortgages had a positive impact of
$73.2 million in 1998 versus a decrease of approximately $38.4 million in 1997.
The additional financing was used to fund the acquisitions and redevelopment of
real estate that was discussed above. The remaining use of cash was accounted
for by increased distributions paid during 1998.

In order to remain qualified as a real estate investment trust for federal      
income tax purposes, the Company must distribute 100% of capital gains and at
least 95% of its ordinary taxable income to stockholders. The following
factors, among others, will affect operating cash flow and, accordingly,
influence the decisions of the Board of Directors regarding distributions: (i)
scheduled increases in base rents of existing leases; (ii) changes in minimum
base rents and/or percentage rents attributable to replacement of existing
leases with new or renewal leases; (iii) changes in occupancy rates at existing
centers and procurement of leases for newly developed centers; and (iv) the
Company's share of operating cash flow generated by GGMI, the Property Joint
Ventures, GGP/Homart and distributions therefrom, less oversight costs and debt
service on additional loans that were incurred to finance a portion of the cash
purchase price for GGP/Homart's stock. The Company anticipates that its
operating cash flow, and potential new debt or equity from future offerings,
new financings or refinancings will provide adequate liquidity to conduct its
operations, fund general and administrative


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expenses, fund operating costs and interest payments and allow distributions to
the Company's stockholders in accordance with the requirements of the Internal
Revenue Code of 1986, as amended, for continued qualification as a real estate
investment trust and to avoid any Company level federal income or excise tax.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

As more fully described in Note 11, the FASB, EITF and the AICPA have issued
certain statements which are effective for the current or subsequent year. The
Company does not expect a significant impact on its reported operations due to
the application of such new statements.

YEAR 2000 COMPLIANCE

The Company recently upgraded its major information systems including the
database and accounting software which is Year 2000 compliant. The Company is in
the process of evaluating several other smaller systems (time keeping systems,
elevators, etc.) to verify that they are compliant. If these systems are not
Year 2000 compliant, the appropriate upgrades will be purchased. The cost of any
required upgrades are not anticipated to be significant. In addition, the
Company is communicating with its customers, suppliers and service providers to
determine whether they are actively involved in projects to ensure that their
products and business systems will be Year 2000 compliant. The Company is not
aware of any significant Year 2000 issues involving its customers, suppliers or
service providers.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable

PART II  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits - See Exhibit Index

(b)      Reports on Form 8-K

No reports on Form 8-K have been filed by the Company during the quarter covered
by this report.

                                    SIGNATURE

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

                          GENERAL GROWTH PROPERTIES, INC.
                                   (Registrant)

Date:  May 14, 1998   by: /s/:  Bernard Freibaum
                          ----------------------------------
                          Bernard Freibaum
                          Executive Vice President and Chief Financial Officer
                          (Principal Accounting Officer)


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