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): February 14, 2005

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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 11, 2005, Frank S. Ptak advised the Board of Directors of the Registrant that he would be resigning effective April 1, 2005. Mr. Ptak also serves as Chairman of the Registrant’s Audit Committee. In the letter provided to the Registrant, Mr. Ptak cited personal reasons for resigning.

Reference is made to Exhibit 99.1 for a copy of Mr. Ptak’s letter of resignation, which is here by incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit No. Description

99.1 Letter of resignation dated February 11, 2005 from Frank S. Ptak.

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.
February 14, 2005	By:	Bernard Freibaum
		Name: Bernard Freibaum
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Letter of resignation dated February 11, 2005 from Frank S. Ptak.

EX-99.1

Illinois Tool Works Inc.	Frank S. Patak
Corporate Headquarters	Vice Chairman

3600 West Lake Avenue
Glenview, Illinois 60026-1215
Telephone 847.724.7500
Direct Dial 847.657.4051
Facsimile 847.657.4392
[ITW logo]

February 11, 2005

Board of Directors
General Growth Properties, Inc.
110 North Wacker Drive
Chicago, Illinois 60606

Ladies and Gentlemen:

In view of the other interests that I intend to pursue, I feel that I should make arrangements to step down as a director of General Growth Properties, Inc. Accordingly, I hereby submit my resignation as a director, effective April 1, 2005.

I have enjoyed my service on the Board and Committees of General Growth Properties, Inc. It has been my distinct privilege to work with this fine Board and GGP’s extremely talented management team. I wish you all the best in guiding GGP to yet another plateau of excellence.

Frank S. Ptak
/s/ Frank S. Ptak