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)
                                 April 28, 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)



Item 7.           Financial Statements and Exhibits.
                  ----------------------------------

Listed below are the financial  statements,  pro forma financial information and
exhibits filed as part of this report:

(a), (b)  Not applicable.

(c)  Exhibits

         The following exhibit is furnished pursuant to Item 9 and Item 12.

         99.1     Press Release dated April 28, 2004

Item 9.           Regulation FD Disclosure
                  ------------------------

On April 28,  2004,  General  Growth  Properties,  Inc.  issued a press  release
describing its results of operations for its first quarter ended March 31, 2004.
A copy of the press release is being furnished as Exhibit 99.1 to this report.


Item 12.          Results of Operations and Financial Condition
                  ---------------------------------------------

On April 28,  2004,  General  Growth  Properties,  Inc.  issued a press  release
describing its results of operations for its first quarter ended March 31, 2004.
A copy of the press  release is being  furnished as Exhibit 99.1 to this report.
This  information  shall not be deemed "filed" for purposes of Section 18 of the
Securities   Exchange  Act  of  1934,  as  amended  (the  "Exchange   Act"),  or
incorporated  by reference in any filing under the  Securities  Act of 1933,  as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.



                                   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
                                                    Executive Vice President and
                                                    Chief Financial Officer

Date:  April 28, 2004



                                  EXHIBIT INDEX
Exhibit
Number           Name

99.1             Press Release dated April 28, 2004.