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 Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 9, 2004

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

Delaware	1-11656	42-1283895
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
110 N. Wacker Drive, Chicago, Illinois		60606
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 312.960.5000

Not Applicable
______________________________________________
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:

[  ]  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 7.01. Regulation FD Disclosure.

On November 9, 2004, General Growth Properties, Inc. issued a press release announcing that, at the special meeting of shareholders of The Rouse Company ("Rouse") held on November 9, 2004, the holders of more than the requisite two-thirds of Rouse’s common shares approved the merger of a subsidiary of General Growth Properties, Inc. with and into Rouse. A copy of the press release is furnished as exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit No. Description

99.1 Press Release dated November 9, 2004 entitled "Shareholders of The Rouse Company Approve Merger with General Growth Properties, Inc." (furnished herewith).

SIGNATURES

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 hereunto duly authorized.

	General Growth Properties, Inc.
November 9, 2004	By:	Bernard Freibaum
		Name: Bernard Freibaum
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release

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

Shareholders of The Rouse Company Approve Merger with General Growth Properties. Inc.

Chicago, Illinois, November 9, 2004 – Officials at The Rouse Company (NYSE:RSE – News) announced today that, at the special meeting of Rouse shareholders held this morning, the holders of more than the requisite two-thirds of its common shares approved the merger of a subsidiary of General Growth Properties, Inc. (NYSE:GGP – News) with and into Rouse.

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 179 regional shopping malls in 41 states. The company portfolio totals approximately 155 million square feet of retail space and includes over 16,000 retailers nationwide. The third-largest U.S. based 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.

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