<PAGE>   1


    As filed with the Securities and Exchange Commission on June 28, 1996
                                                      Registration No. 333-_____
================================================================================

                       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         (I.R.S. Employer Identification No.)
  of incorporation or organization)


           55 West Monroe Street, Suite 3100, Chicago, Illinois 60603
              (Address of Principal Executive Offices)  (Zip Code)

     GENERAL GROWTH PROPERTIES, INC. 1993 STOCK INCENTIVE PLAN, AS AMENDED
                            (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                                          Proposed maximum           Proposed maximum              Amount of
      Securities to be             Amount to be              offering price           aggregate offering        Registration fee(1)
         registered                 registered                 per share                    price
 <S>                           <C>                            <C>                       <C>                          <C>
 Common Stock, par value       1,000,000 Shares (2)           $23.8125(3)               $23,812,500(3)               $8,212(3)
 $.10 per share
</TABLE>

  1. This Registration Statement registers additional shares of the
     Registrant's Common Stock issuable pursuant to the same employee benefit
     plan for which Registration Statement 33-79372 is currently effective.
     Accordingly, pursuant to Instruction E on Form S-8, the registration fee
     is being paid with respect to the additional securities only.

  2. Plus an indeterminate number of shares which may be issued as a result of
     anti-dilution provisions contained in the Plan.

  3. Estimated solely for the purpose of calculating the registration fee
     pursuant to 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
     Company's Common Stock as reported by the New York Stock Exchange
     composite tape on June 21, 1996.

                     An Index to Exhibits appears on page 2
<PAGE>   2


Registration Statement No. 33-79372, was filed with the Securities and Exchange
Commission on May 26, 1994 by General Growth Properties, Inc.  (the
"Registrant") to register 1,000,000 shares of its common stock, $.10 par value
(the "Common Stock") issuable pursuant to the General Growth Properties, Inc.
1993 Stock Incentive Plan (the "Plan").  Registration Statement No. 33-79372 is
still effective.  This Registration Statement is being filed to register
1,000,000 additional shares of the Common Stock issuable by the Company
pursuant to the Plan, as amended.

  The contents of Registration Statement No. 33-79372 are incorporated herein
by reference, to the extent not amended hereby.



                 ONLY THOSE ITEMS AMENDED ARE INCLUDED HEREIN.



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

  The General Corporation Law of Delaware, as amended (the "DGCL"), provides
for indemnification by the Company of its directors and officers.  In addition,
the Amended and Restated Certificate of Incorporation, as amended and Bylaws,
as amended of the Company require the Company to indemnify any current or
former director or officer to the fullest extent permitted by the DGCL.  The
Company maintains officers' and directors' liability insurance which insures
against liabilities that officers and directors of the Company may incur in
such capacities.


ITEM 8.  EXHIBITS



Number                 Description of Document              
- ------                 -----------------------              

  4                    General Growth Properties, Inc.          
                       1993 Stock Incentive Plan, as amended 

  5                    Opinion of Neal, Gerber & Eisenberg  

 23.1                  Consent of Neal, Gerber & Eisenberg
                       (included in Exhibit 5)  

 23.2                  Consent of Coopers & Lybrand L.L.P.  

 23.3                  Consent of Deloitte & Touche LLP (GGP/Homart, Inc.)   

 23.4                  Consent of Deloitte & Touche LLP (CenterMark
                         Properties, Inc.)

 24                    Powers of Attorney   





<PAGE>   3

                                   SIGNATURES

  The Registrant.  Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant, General Growth Properties, Inc., 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 on Form S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Chicago, State of Illinois, on the 21st day of May, 1996.

                                               GENERAL GROWTH PROPERTIES, INC.

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

  Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.


<TABLE>
<S>                                     <C>                                                 <C>
  /s/   Matthew Bucksbaum                  Chairman of the Board and Chief                  May 21, 1996
  ---------------------------------        Executive Officer (Principal  
        Matthew Bucksbaum                  Executive Officer)
   
  /s/   Robert Michaels                    President, Chief Operating Officer               May 21, 1996
  ---------------------------------        and Director                
        Robert Michaels

  /s/   Bernard Freibaum                   Executive Vice President and                     May 21, 1996
  ---------------------------------        Chief Financial Officer       
        Bernard Freibaum                   (Principal Accounting and 
                                           Financial Officer)

  /s/   John Bucksbaum                     Executive Vice President and                     May 21, 1996
  ---------------------------------        Director        
        John Bucksbaum
  
  /s/   Anthony Downs                      Director                                         May 21, 1996
  ---------------------------------   
        Anthony Downs

  /s/   Morris Mark                        Director                                         May 21, 1996
  ---------------------------------    
        Morris Mark

  /s/   Beth Stewart                       Director                                         May 21, 1996
  --------------------------------- 
        Beth Stewart

  /s/  A. Lorne Weil                       Director                                         May 21, 1996
  --------------------------------- 
       A. Lorne Weil
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT FORM S-8", "secsgml_size_bytes": 8441}]
{"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": "333-07241", "film-number": "96588795"}, "business-address": {"street1": "55 WEST MONROE ST", "street2": "STE 3100", "city": "CHICAGO", "state": "IL", "zip": "60603", "phone": "3125515000"}, "mail-address": {"street1": "55 WEST MONROE ST", "street2": "STE 3100", "city": "CHICAGO", "state": "IL", "zip": "60603"}}
1

    As filed with the Securities and Exchange Commission on June 28, 1996
                                                      Registration No. 333-_____
================================================================================

                       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         (I.R.S. Employer Identification No.)
  of incorporation or organization)

           55 West Monroe Street, Suite 3100, Chicago, Illinois 60603
              (Address of Principal Executive Offices)  (Zip Code)

     GENERAL GROWTH PROPERTIES, INC. 1993 STOCK INCENTIVE PLAN, AS AMENDED
                            (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                                          Proposed maximum           Proposed maximum              Amount of
      Securities to be             Amount to be              offering price           aggregate offering        Registration fee(1)
         registered                 registered                 per share                    price
Common Stock, par value       1,000,000 Shares (2)           $23.8125(3)               $23,812,500(3)               $8,212(3)
 $.10 per share
1. This Registration Statement registers additional shares of the
     Registrant's Common Stock issuable pursuant to the same employee benefit
     plan for which Registration Statement 33-79372 is currently effective.
     Accordingly, pursuant to Instruction E on Form S-8, the registration fee
     is being paid with respect to the additional securities only.

  2. Plus an indeterminate number of shares which may be issued as a result of
     anti-dilution provisions contained in the Plan.

  3. Estimated solely for the purpose of calculating the registration fee
     pursuant to 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
     Company's Common Stock as reported by the New York Stock Exchange
     composite tape on June 21, 1996.

                     An Index to Exhibits appears on page 2
2

Registration Statement No. 33-79372, was filed with the Securities and Exchange
Commission on May 26, 1994 by General Growth Properties, Inc.  (the
"Registrant") to register 1,000,000 shares of its common stock, $.10 par value
(the "Common Stock") issuable pursuant to the General Growth Properties, Inc.
1993 Stock Incentive Plan (the "Plan").  Registration Statement No. 33-79372 is
still effective.  This Registration Statement is being filed to register
1,000,000 additional shares of the Common Stock issuable by the Company
pursuant to the Plan, as amended.

  The contents of Registration Statement No. 33-79372 are incorporated herein
by reference, to the extent not amended hereby.

                 ONLY THOSE ITEMS AMENDED ARE INCLUDED HEREIN.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

  The General Corporation Law of Delaware, as amended (the "DGCL"), provides
for indemnification by the Company of its directors and officers.  In addition,
the Amended and Restated Certificate of Incorporation, as amended and Bylaws,
as amended of the Company require the Company to indemnify any current or
former director or officer to the fullest extent permitted by the DGCL.  The
Company maintains officers' and directors' liability insurance which insures
against liabilities that officers and directors of the Company may incur in
such capacities.

ITEM 8.  EXHIBITS

Number                 Description of Document              
- ------                 -----------------------              

  4                    General Growth Properties, Inc.          
                       1993 Stock Incentive Plan, as amended 

  5                    Opinion of Neal, Gerber & Eisenberg  

 23.1                  Consent of Neal, Gerber & Eisenberg
                       (included in Exhibit 5)  

 23.2                  Consent of Coopers & Lybrand L.L.P.  

 23.3                  Consent of Deloitte & Touche LLP (GGP/Homart, Inc.)   

 23.4                  Consent of Deloitte & Touche LLP (CenterMark
                         Properties, Inc.)

 24                    Powers of Attorney
3

                                   SIGNATURES

  The Registrant.  Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant, General Growth Properties, Inc., 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 on Form S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Chicago, State of Illinois, on the 21st day of May, 1996.

                                               GENERAL GROWTH PROPERTIES, INC.

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

  Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
/s/   Matthew Bucksbaum                  Chairman of the Board and Chief                  May 21, 1996
  ---------------------------------        Executive Officer (Principal  
        Matthew Bucksbaum                  Executive Officer)
   
  /s/   Robert Michaels                    President, Chief Operating Officer               May 21, 1996
  ---------------------------------        and Director                
        Robert Michaels

  /s/   Bernard Freibaum                   Executive Vice President and                     May 21, 1996
  ---------------------------------        Chief Financial Officer       
        Bernard Freibaum                   (Principal Accounting and 
                                           Financial Officer)

  /s/   John Bucksbaum                     Executive Vice President and                     May 21, 1996
  ---------------------------------        Director        
        John Bucksbaum
  
  /s/   Anthony Downs                      Director                                         May 21, 1996
  ---------------------------------   
        Anthony Downs

  /s/   Morris Mark                        Director                                         May 21, 1996
  ---------------------------------    
        Morris Mark

  /s/   Beth Stewart                       Director                                         May 21, 1996
  --------------------------------- 
        Beth Stewart

  /s/  A. Lorne Weil                       Director                                         May 21, 1996
  --------------------------------- 
       A. Lorne Weil