<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



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

            DELAWARE                                            42-1283895
  (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                             Identification No.)


                             110 NORTH WACKER DRIVE
                             CHICAGO, ILLINOIS 60606
               (Address of principal executive offices) (zip code)

          GENERAL GROWTH PROPERTIES, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                           MARSHALL E. EISENBERG, ESQ.
                            NEAL, GERBER & EISENBERG
                      TWO NORTH LASALLE STREET - SUITE 2200
                             CHICAGO, ILLINOIS 60602
                     (Name and address of agent for service)

                                  312/269-8000
          (Telephone number, including area code, of agent for service)

                         -----------------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================

    TITLE OF SECURITIES               AMOUNT               PROPOSED MAXIMUM           PROPOSED MAXIMUM             AMOUNT OF
   TO BE REGISTERED (1)        TO BE REGISTERED (2)     OFFERING PRICE PER UNIT   AGGREGATE OFFERING PRICE      REGISTRATION FEE
===================================================================================================================================
<S>                                <C>                         <C>                       <C>                          <C>
       Common Stock,
      $.10 par value                  500,000                  $37.84375(3)              $18,921,875(3)               $5,261
===================================================================================================================================
</TABLE>


(1)   This Registration Statement also includes preferred share purchase rights,
      which are attached to all shares of Common Stock issued, pursuant to the
      terms of the Registrant's Shareholder Rights Plan, dated November 18,
      1998. Until the occurrence of certain prescribed events, the rights are
      not exercisable, are evidenced by the certificates for the Common Stock
      and will be transferred with and only with such stock. Because no separate
      consideration is paid for the rights, the registration fee therefor is
      included in the fee for the Common Stock. This Registration Statement also
      relates to such additional shares as may be issuable as a result of
      certain adjustments including, without limitation, stock dividends, stock
      splits and distributions of options, warrants, convertible securities,
      evidences of indebtedness or assets.

(2)   The number of shares of Common Stock to be registered consists of the
      aggregate number of shares which may be sold pursuant to the General
      Growth Properties, Inc. Employee Stock Purchase Plan (the "Plan"). The
      maximum number of shares which may be sold under the Plan is subject to
      adjustment in accordance with certain anti-dilution and other provisions
      of the Plan.

(3)   Estimated solely for the purpose of calculating the registration fee in
      accordance with Rules 457(c) and 457(h) under the Securities Act of 1933,
      as amended, on the basis of the average of the high and low prices of the
      Common Stock as reported on The New York Stock Exchange on May 27, 1999.


<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents, which have been filed by General Growth
Properties, Inc., a Delaware corporation (the "Company"), with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated in this
Registration Statement by reference and are made a part hereof:

          a. Annual Report on Form 10-K for the fiscal year ended December 31,
          1998, dated March 19, 1999;

          b. Quarterly Report on Form 10-Q for the quarter ended March 31, 1999,
          dated May 10, 1999;

          c. Current Report on Form 8-K dated March 18, 1999;

          d. The portions of the Company's Proxy Statement for its 1999 Annual
          Meeting of Stockholders that have been incorporated by reference into
          the Company's Annual Report on Form 10-K;

          e. The description of the Company's 7.25% Preferred Income Equity
          Redeemable Stock, Series A, par value $100 per share, which is
          contained in the Registration Statement on Form 8-A filed by the
          Company with the Commission on June 5, 1998, pursuant to Section 12(b)
          of the Exchange Act;

          f. The description of the Company's Common Stock which is contained in
          the Registration Statement on Form 8-A filed by the Company with the
          Commission on January 12, 1993, pursuant to Section 12(b) of the
          Exchange Act; and

          g. The description of the Company's Common Stock which is contained in
          the Registration Statement on Form 8-A filed by the Company with the
          Commission on November 18, 1998, pursuant to Section 12(b) of the
          Exchange Act.

          All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be made a part
hereof from the date of filing such documents.


ITEM 4.   DESCRIPTION OF SECURITIES

          Not applicable.


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Certain partners of, attorneys associated with and/or of counsel to
Neal, Gerber & Eisenberg, counsel to the Company, beneficially own shares of
Common Stock and preferred stock of the Company. In addition, Marshall E.
Eisenberg, a partner of Neal, Gerber & Eisenberg, is Secretary of the Company.

<PAGE>   3
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          In the Company's Amended and Restated Certificate of Incorporation, as
amended (the "Certificate"), the Company has adopted (a) the provisions of
Section 102(b)(7) of the Delaware General Corporation Law ("DGCL"), which
enables a corporation in its certificate of incorporation or an amendment
thereto to eliminate or limit the personal liability of a director for monetary
damages for breach of the director's fiduciary duty, except (i) for any breach
of the director's duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL
(providing for liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions) or (iv) for any transaction from which
a director derived an improper personal benefit and (b) the provisions of
Section 145 of the DGCL, which provide that a corporation may indemnify any
persons, including officers and directors, who are, or are threatened to be
made, parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation), by reason of the fact that
such person was an officer, director, employee or agent of the corporation, or
is or was serving as the request of such corporation as a director, officer,
employee, or agent of another corporation or enterprise. The indemnity may
include expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided such officer, director, employee or
agent acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interest and, with respect to criminal
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify officers or directors in an action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against expenses
(including attorneys' fees) that such officer or director actually and
reasonably incurred.

          The Company has entered into indemnification agreements with each of
its officers and directors. The indemnification agreements, among other things,
require the indemnification of the Company's officers and directors to the
fullest extent permitted by law, and require that the Company advance to the
officers and directors all related expenses, subject to reimbursement if it is
subsequently determined that indemnification is not permitted. Such
indemnification agreements also provide for the indemnification and advance of
all expenses incurred by officers and directors seeking to enforce their rights
under the indemnification agreements, and require the Company to cover officers
and directors under the Company's directors' and officers' liability insurance.
Although the indemnification agreements offer substantially the same scope of
coverage afforded by provisions in the Certificate and the Bylaws, such
agreements provide greater assurance to directors and officers that
indemnification will be available, because, as a contract, it cannot be modified
unilaterally in the future by the Board of Directors or by the stockholders to
eliminate the rights they provide.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.


ITEM 8.   EXHIBITS

    Exhibit
     Number     Description
     ------     -----------

        4.1     Form of Common Stock certificate (incorporated by reference to
                the Company's Annual Report on Form 10-K for the fiscal year
                ended December 31, 1998 (Commission File No. 1-11656).

        4.2     Form of General Growth Properties, Inc. Employee Stock Purchase
                Plan.

        5.1     Opinion of Neal, Gerber & Eisenberg, counsel for the Company.

                                       2
<PAGE>   4

        23.1    Consent of PricewaterhouseCoopers LLP

        23.2    Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1).

        24.1    Powers of Attorney of certain officers and directors of the
                Company (included on signature page).

ITEM 9.  UNDERTAKINGS

         The Company hereby undertakes:

         1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement which includes any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

         2. That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each post-effective
amendment to this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         4. That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Sections 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.


                                       3

<PAGE>   5
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on May 28, 1999.

                         GENERAL GROWTH PROPERTIES, INC.
                                  (Registrant)

                         By: /s/ Matthew Bucksbaum
                            -----------------------------------------------
                            Matthew Bucksbaum
                            Chairman of the Board and Chief Executive Officer

         We, the undersigned officers and directors of the Company, hereby
severally constitute Matthew Bucksbaum, Robert Michaels and Bernard Freibaum,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names in the capacities
indicated below, any and all amendments, including post-effective amendments, to
this Registration Statement, and generally to do all such things in our name and
behalf in such capacities to enable the Company to comply with the applicable
provisions of the Securities Act and all requirements of the Commission, and we
hereby ratify and confirm our signatures as they may be signed by our said
attorneys above, or any of them, to any and all such amendments.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on May 28, 1999, by the following persons in the
capacities indicated:

Signature                                            Title
---------                                            -----

/s/ Matthew Bucksbaum
------------------------  Chairman of the Board, Chief Executive Officer
Matthew Bucksbaum         and Director (Principal Executive Officer)

/s/ Robert Michaels
------------------------  President and Director
Robert Michaels

/s/ John Bucksbaum
------------------------  Executive Vice President and Director
John Bucksbaum

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


------------------------  Director
Anthony Downs

/s/ Morris Mark
------------------------  Director
Morris Mark




                                       4

<PAGE>   6
/s/ Beth Stewart
------------------------  Director
Beth Stewart

/s/ A. Lorne Weil
------------------------  Director
A. Lorne Weil


                                       5

<PAGE>   7
                                  EXHIBIT INDEX

EXHIBIT
  NO.     DESCRIPTION
  ---     -----------

4.1       Form of Common Stock certificate (incorporated by reference to the
          Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1998 (Commission File No. 1-11656).

4.2       Form of General Growth Properties, Inc. Employee Stock Purchase Plan.

5.1       Opinion of Neal, Gerber & Eisenberg, counsel for the Company.

23.1      Consent of PricewaterhouseCoopers LLP

23.2      Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1).

24.1      Powers of Attorney of certain officers and directors of the Company
          (included on signature page).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17504}]
{"company-data": {"conformed-name": "GENERAL GROWTH PROPERTIES INC", "cik": "0000895648", "assigned-sic": "6798", "irs-number": "421283895", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79737", "film-number": "99638657"}, "business-address": {"street1": "110 N WACKER DRIVE", "street2": "STE 3100", "city": "CHICAGO", "state": "IL", "zip": "60606", "phone": "3129605000"}, "mail-address": {"street1": "110 N WACKER DRIVE", "street2": "STE 3100", "city": "CHICAGO", "state": "IL", "zip": "60606"}}
1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

            DELAWARE                                            42-1283895
  (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                             Identification No.)

                             110 NORTH WACKER DRIVE
                             CHICAGO, ILLINOIS 60606
               (Address of principal executive offices) (zip code)

          GENERAL GROWTH PROPERTIES, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                           MARSHALL E. EISENBERG, ESQ.
                            NEAL, GERBER & EISENBERG
                      TWO NORTH LASALLE STREET - SUITE 2200
                             CHICAGO, ILLINOIS 60602
                     (Name and address of agent for service)

                                  312/269-8000
          (Telephone number, including area code, of agent for service)

                         -----------------------------
                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================

    TITLE OF SECURITIES               AMOUNT               PROPOSED MAXIMUM           PROPOSED MAXIMUM             AMOUNT OF
   TO BE REGISTERED (1)        TO BE REGISTERED (2)     OFFERING PRICE PER UNIT   AGGREGATE OFFERING PRICE      REGISTRATION FEE
===================================================================================================================================
Common Stock,
      $.10 par value                  500,000                  $37.84375(3)              $18,921,875(3)               $5,261
===================================================================================================================================
(1)   This Registration Statement also includes preferred share purchase rights,
      which are attached to all shares of Common Stock issued, pursuant to the
      terms of the Registrant's Shareholder Rights Plan, dated November 18,
      1998. Until the occurrence of certain prescribed events, the rights are
      not exercisable, are evidenced by the certificates for the Common Stock
      and will be transferred with and only with such stock. Because no separate
      consideration is paid for the rights, the registration fee therefor is
      included in the fee for the Common Stock. This Registration Statement also
      relates to such additional shares as may be issuable as a result of
      certain adjustments including, without limitation, stock dividends, stock
      splits and distributions of options, warrants, convertible securities,
      evidences of indebtedness or assets.

(2)   The number of shares of Common Stock to be registered consists of the
      aggregate number of shares which may be sold pursuant to the General
      Growth Properties, Inc. Employee Stock Purchase Plan (the "Plan"). The
      maximum number of shares which may be sold under the Plan is subject to
      adjustment in accordance with certain anti-dilution and other provisions
      of the Plan.

(3)   Estimated solely for the purpose of calculating the registration fee in
      accordance with Rules 457(c) and 457(h) under the Securities Act of 1933,
      as amended, on the basis of the average of the high and low prices of the
      Common Stock as reported on The New York Stock Exchange on May 27, 1999.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents, which have been filed by General Growth
Properties, Inc., a Delaware corporation (the "Company"), with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated in this
Registration Statement by reference and are made a part hereof:

          a. Annual Report on Form 10-K for the fiscal year ended December 31,
          1998, dated March 19, 1999;

          b. Quarterly Report on Form 10-Q for the quarter ended March 31, 1999,
          dated May 10, 1999;

          c. Current Report on Form 8-K dated March 18, 1999;

          d. The portions of the Company's Proxy Statement for its 1999 Annual
          Meeting of Stockholders that have been incorporated by reference into
          the Company's Annual Report on Form 10-K;

          e. The description of the Company's 7.25% Preferred Income Equity
          Redeemable Stock, Series A, par value $100 per share, which is
          contained in the Registration Statement on Form 8-A filed by the
          Company with the Commission on June 5, 1998, pursuant to Section 12(b)
          of the Exchange Act;

          f. The description of the Company's Common Stock which is contained in
          the Registration Statement on Form 8-A filed by the Company with the
          Commission on January 12, 1993, pursuant to Section 12(b) of the
          Exchange Act; and

          g. The description of the Company's Common Stock which is contained in
          the Registration Statement on Form 8-A filed by the Company with the
          Commission on November 18, 1998, pursuant to Section 12(b) of the
          Exchange Act.

          All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be made a part
hereof from the date of filing such documents.

ITEM 4.   DESCRIPTION OF SECURITIES

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Certain partners of, attorneys associated with and/or of counsel to
Neal, Gerber & Eisenberg, counsel to the Company, beneficially own shares of
Common Stock and preferred stock of the Company. In addition, Marshall E.
Eisenberg, a partner of Neal, Gerber & Eisenberg, is Secretary of the Company.
3
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          In the Company's Amended and Restated Certificate of Incorporation, as
amended (the "Certificate"), the Company has adopted (a) the provisions of
Section 102(b)(7) of the Delaware General Corporation Law ("DGCL"), which
enables a corporation in its certificate of incorporation or an amendment
thereto to eliminate or limit the personal liability of a director for monetary
damages for breach of the director's fiduciary duty, except (i) for any breach
of the director's duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL
(providing for liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions) or (iv) for any transaction from which
a director derived an improper personal benefit and (b) the provisions of
Section 145 of the DGCL, which provide that a corporation may indemnify any
persons, including officers and directors, who are, or are threatened to be
made, parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation), by reason of the fact that
such person was an officer, director, employee or agent of the corporation, or
is or was serving as the request of such corporation as a director, officer,
employee, or agent of another corporation or enterprise. The indemnity may
include expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided such officer, director, employee or
agent acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interest and, with respect to criminal
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify officers or directors in an action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against expenses
(including attorneys' fees) that such officer or director actually and
reasonably incurred.

          The Company has entered into indemnification agreements with each of
its officers and directors. The indemnification agreements, among other things,
require the indemnification of the Company's officers and directors to the
fullest extent permitted by law, and require that the Company advance to the
officers and directors all related expenses, subject to reimbursement if it is
subsequently determined that indemnification is not permitted. Such
indemnification agreements also provide for the indemnification and advance of
all expenses incurred by officers and directors seeking to enforce their rights
under the indemnification agreements, and require the Company to cover officers
and directors under the Company's directors' and officers' liability insurance.
Although the indemnification agreements offer substantially the same scope of
coverage afforded by provisions in the Certificate and the Bylaws, such
agreements provide greater assurance to directors and officers that
indemnification will be available, because, as a contract, it cannot be modified
unilaterally in the future by the Board of Directors or by the stockholders to
eliminate the rights they provide.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.   EXHIBITS

    Exhibit
     Number     Description
     ------     -----------

        4.1     Form of Common Stock certificate (incorporated by reference to
                the Company's Annual Report on Form 10-K for the fiscal year
                ended December 31, 1998 (Commission File No. 1-11656).

        4.2     Form of General Growth Properties, Inc. Employee Stock Purchase
                Plan.

        5.1     Opinion of Neal, Gerber & Eisenberg, counsel for the Company.

                                       2
4

        23.1    Consent of PricewaterhouseCoopers LLP

        23.2    Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1).

        24.1    Powers of Attorney of certain officers and directors of the
                Company (included on signature page).

ITEM 9.  UNDERTAKINGS

         The Company hereby undertakes:

         1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement which includes any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

         2. That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each post-effective
amendment to this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         4. That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Sections 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                       3
5
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on May 28, 1999.

                         GENERAL GROWTH PROPERTIES, INC.
                                  (Registrant)

                         By: /s/ Matthew Bucksbaum
                            -----------------------------------------------
                            Matthew Bucksbaum
                            Chairman of the Board and Chief Executive Officer

         We, the undersigned officers and directors of the Company, hereby
severally constitute Matthew Bucksbaum, Robert Michaels and Bernard Freibaum,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names in the capacities
indicated below, any and all amendments, including post-effective amendments, to
this Registration Statement, and generally to do all such things in our name and
behalf in such capacities to enable the Company to comply with the applicable
provisions of the Securities Act and all requirements of the Commission, and we
hereby ratify and confirm our signatures as they may be signed by our said
attorneys above, or any of them, to any and all such amendments.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on May 28, 1999, by the following persons in the
capacities indicated:

Signature                                            Title
---------                                            -----

/s/ Matthew Bucksbaum
------------------------  Chairman of the Board, Chief Executive Officer
Matthew Bucksbaum         and Director (Principal Executive Officer)

/s/ Robert Michaels
------------------------  President and Director
Robert Michaels

/s/ John Bucksbaum
------------------------  Executive Vice President and Director
John Bucksbaum

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

------------------------  Director
Anthony Downs

/s/ Morris Mark
------------------------  Director
Morris Mark

                                       4
6
/s/ Beth Stewart
------------------------  Director
Beth Stewart

/s/ A. Lorne Weil
------------------------  Director
A. Lorne Weil

                                       5
7
                                  EXHIBIT INDEX

EXHIBIT
  NO.     DESCRIPTION
  ---     -----------

4.1       Form of Common Stock certificate (incorporated by reference to the
          Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1998 (Commission File No. 1-11656).

4.2       Form of General Growth Properties, Inc. Employee Stock Purchase Plan.

5.1       Opinion of Neal, Gerber & Eisenberg, counsel for the Company.

23.1      Consent of PricewaterhouseCoopers LLP

23.2      Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1).

24.1      Powers of Attorney of certain officers and directors of the Company
          (included on signature page).