UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

WASHINGTON, DC 20549

FORM 8-K

~~CURRENT~~Current Report Pursuant to Section 13 or 15(d) of ~~REPORT~~the Securities Act of 1934

~~Pursuant to~~Date ~~Section 13~~of orReport 15(d) Date of ~~The~~Earliest ~~Securities~~Event ~~Exchange~~Reported) October 29, ~~Act of 1934~~2010

October 21, 2010

Date of Report (Date of earliest event reported)

General Growth Properties, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-11656	42-1283895
(State or other jurisdiction	(Commission	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
of incorporation)	File Number)	Identification No.)

110 N. Wacker Drive, Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

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 (~~Registrant’s~~Former ~~telephone number~~name or former address, ~~including~~if ~~area~~changed ~~code~~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 ~~(see General Instruction A.2. below)~~:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~ITEM 17.~~03.~~01 ~~Bankruptcy~~REGULATION orFD ~~Receivership~~DISCLOSURE.

~~Confirmation~~As previously reported, commencing on April 16, 2009, General Growth Properties, Inc. (the “Company”) and certain of ~~Modified~~the ~~Plan~~Company’s domestic subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of ~~Reorganization~~Title 11 of the United States Code (“Chapter 11”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).

AsOn ~~previously reported, commencing on April~~October 1629, ~~2009,~~ ~~General Growth Properties~~2010, ~~Inc.~~ ~~(“GGP”) and certain of GGP’s domestic subsidiaries (collectively,~~ the “Debtors”) filed ~~voluntary~~their ~~petitions for~~monthly ~~relief~~operating ~~under~~report ~~Chapter~~for 11the ofmonth ~~Title~~ended 11September 30, of2010 (the ~~United States Code (~~“~~Chapter~~Monthly 11Operating Report”) in with the ~~United States~~ Bankruptcy Court. ~~for~~The ~~the~~Monthly ~~Southern~~Operating ~~District of New York~~Report ~~(the~~is ~~“Bankruptcy~~attached ~~Court”). As~~hereto ofas ~~October~~Exhibit ~~21, 2010,~~99.1 ~~126~~and ~~Debtors,~~is ~~including~~incorporated ~~GGP,~~herein ~~remained~~by ~~subject~~reference. toThis ~~the~~current ~~Chapter 11~~report ~~proceedings~~ (including the ~~“TopCo~~exhibit ~~Debtors”~~hereto)~~. GGP is~~ ~~pursuing~~shall anot ~~reorganization~~be ~~(the~~deemed ~~“Reorganization”)~~an ~~whereby,~~admission ~~among~~as ~~other things, existing shares of common stock of GGP (“Common Stock”) would be exchanged (subject~~ to ~~certain~~the ~~adjustments)~~materiality ~~for shares~~ of ~~common stock (“New~~any ~~Common~~information ~~Stock”)~~required ~~of a new company that would succeed~~ to ~~GGP~~be indisclosed ~~the~~solely ~~Reorganization (“New~~by ~~GGP”)~~Regulation FD.

~~On October 21,~~The ~~2010,~~Monthly ~~the~~Operating ~~Bankruptcy~~Report ~~Court~~is ~~entered~~available anelectronically ~~order~~on (the ~~“Confirmation Order”)~~internet ~~confirming~~website ~~the~~of ~~TopCo~~ Debtors’ ~~third amended joint plan of~~notice reorganization under Chapter 11, as modified (the “Modified Plan”), which was filed with the Bankruptcy Court on October 21, 2010. The Modified Plan sets forth the manner in which claims against and ~~equity interests in the TopCo Debtors are to be treated. The Modified Plan also provides for the consummation of certain restructuring transactions and the treatment of~~ claims ~~and~~agent ~~interests~~at ~~against or with respect to the TopCo Debtors~~www. ~~At emergence, GGP will split itself into two separate publicly traded companies (New GGP and The Howard Hughes Corporation), and current shareholders will receive common stock in both companies~~kccllc.net/generalgrowth.

~~Except as~~Limitation otherwise noted, holders of certain claims against the TopCo Debtors will receive in exchange for such claim an amount in cash equal to the allowed amount of such claim. Approximately $1.9 billion of aggregate principal amount of indebtedness of the TopCo Debtors will be reinstated or replaced at an exchange of $1,000 in principal amount of old debt for each $1,000 in principal amount of new notes. Holders of claims in respect of obligations pursuant to the Contingent Stock Agreement dated as of January 1, 1996 will receive their pro rata share of $230 million in value, which shall be paid in an initial payment of $10 million in cash to such holders or their designees, with the remaining $220 million to be paid at GGP’s option in New GGP common stock and/or cash. Holders of common and preferred units of GGP Limited Partnership will receive a distribution of cash, less any applicable required tax withholding, based on ~~their~~Incorporation ~~share~~by ~~of dividends~~Reference accrued and unpaid prior to the date that the Modified Plan is effective, reinstatement of such units in the same number as they held as of the record date and a pro rata share of common stock of The Howard Hughes Corporation. Each holder of common stock of GGP will receive one share of common stock of New GGP and 0.0983 shares of common stock of The Howard Hughes Corporation. The record date for the distribution of shares is November 1, 2010.

~~Although the~~In ~~Bankruptcy~~accordance ~~Court~~with ~~entered~~General ~~the~~Instruction ~~Confirmation~~B.2 ~~Order~~of onForm ~~October 21~~8-K, ~~2010,~~ the ~~Plan~~information iswith ~~not~~respect ~~yet~~to ~~effective. The~~the ~~Plan~~Debtors ~~provides~~in ~~that~~this itItem 7.01 ~~will~~shall ~~become~~not ~~effective~~be ~~upon~~deemed ~~the~~“filed” ~~satisfaction~~for orpurposes ~~waiver~~of Section 18 of the Securities Exchange ~~certain~~Act ~~conditions~~of ~~precedent~~1934, ~~including~~as amended (the “Exchange Act”), ~~but~~or ~~not~~otherwise ~~limited~~subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities ~~(i)~~ Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

2Cautionary Statement Regarding Financial and Operating Data

~~receipt of~~The ~~all~~Company ~~governmental~~cautions investors and ~~regulatory~~potential ~~approvals~~investors ornot ~~rulings,~~to ~~(ii) all~~place ~~actions~~undue reliance upon the ~~and~~information ~~all~~contained ~~agreements~~in the Monthly Operating Report, ~~instruments~~which orwas ~~other~~not ~~documents~~prepared ~~necessary~~for the purpose of providing the basis for an investment decision relating to ~~implement~~any of the securities of the Company. ~~Plan~~The ~~shall~~Monthly ~~have~~Operating Report is limited in scope, covers a limited time period, and has been prepared ~~effected~~solely for the purpose of complying with the monthly reporting requirements of the Office of the United States Trustee, ~~executed~~Region 2, and the Bankruptcy Court. The Monthly Operating Report was not audited or ~~delivered~~reviewed by independent accountants, asis in a format prescribed by applicable bankruptcy laws and regulations, ~~(iii) all~~and is subject to future adjustment and reconciliation. A ~~necessary~~significant ~~authorizations~~number of legal entities owned and controlled by GGP, ~~consents~~and the related assets, liabilities and ~~approvals~~operating ~~will~~results of such entities, have been ~~obtained,~~excluded ~~and~~from ~~(iv) any~~this Monthly Operating ~~other~~Report ~~actions~~as ~~GGP~~such ~~determines~~entities ~~necessary~~are tooperating ~~implement~~outside of the ~~terms~~provisions of Chapter 11. There can be no assurance that, from the ~~Modified~~perspective of an investor or potential investor in the Company’s ~~Plan~~securities, ~~will~~the ~~have~~Monthly ~~been~~Operating ~~taken~~Report is complete. The ~~Company~~Monthly Operating Report also contains ~~anticipates~~information for periods that are shorter or otherwise different from those required in the Company’s ~~effective~~reports ~~date~~pursuant ofto the ~~Plan~~Exchange ~~will~~Act, ~~occur~~and onsuch information might not be indicative of the Company’s financial condition or ~~about~~operating ~~November 8,~~results for the period that would be reflected in the ~~2010~~Company’s financial statements or in its reports pursuant to the Exchange Act.

~~As described~~Results inset ~~the~~forth ~~monthly~~in ~~operating reports, during~~ the ~~fiscal~~Monthly ~~month~~Operating ~~ended~~Report ~~August 31, 2010,~~should ~~the~~not ~~Debtors~~be ~~had~~viewed ~~total~~as ~~assets~~indicative of ~~$25.8 billion and total liabilities of~~future ~~$24.1 billion. The monthly operating reports cover the~~ results ~~of only the Debtors and do not include the results for the Company’s other non-Debtor subsidiaries that are not material to its operations~~.

~~The discussion~~Cautionary ofStatement ~~the~~Regarding ~~Modified~~Forward-Looking ~~Plan herein is a summary and is qualified in its~~Statements ~~entirety by the Modified Plan attached hereto as Exhibit 2.1 and incorporated by reference herein.~~

~~Additional~~Certain information contained in this current report on Form 8-K, including the exhibit being ~~Information~~furnished as part of this report, may contain forward-looking statements. The words “possible,” “propose,” “might,” “could,” “would,” “projects,” “plan,” “forecasts,” “anticipates,” “expect,” “intend,” “believe,” “seek,” or “may,” the negative of these terms and ~~Press~~other ~~Releases~~comparable terminology, are intended to identify forward-looking statements, but are not the exclusive means of identifying them. Actual results may differ materially from the results suggested by these forward-looking statements, for a number of reasons, including, but not limited to, GGP’s ability to successfully complete its plan of reorganization and emerge from bankruptcy, GGP’s ability to refinance, extend, restructure or repay its near and intermediate term debt, GGP’s substantial level of indebtedness, GGP’s ability to raise capital through equity issuances, asset sales or the incurrence of new debt, retail and credit market conditions, impairments, GGP’s liquidity demands, and retail and economic conditions. Readers are referred to the documents filed by General Growth Properties, Inc. with the Securities and Exchange Commission, which further identify the important risk factors which could cause actual results to differ materially from the forward-looking statements in this report. GGP disclaims any obligation to update any forward-looking statements.

~~On October 21,~~ITEM ~~2010, GGP issued a press release announcing the confirmation of the Modified Plan~~9. ~~The~~01 ~~press~~FINANCIAL ~~release is~~STATEMENTS ~~attached~~AND ~~hereto as Exhibit 99~~EXHIBITS.~~1 and is incorporated herein by~~ ~~reference.~~

~~On October~~(d) ~~21, 2010, GGP issued a press release~~Exhibits ~~announcing the record date for distributions pursuant to the Modified Plan. The press release is attached hereto as Exhibit 99.2 an is incorporated herein by reference.~~

Cautionary Statement Regarding Forward-Looking Statements


Exhibit No.		Description

99.1		Monthly Operating Report for the month ended September 30, 2010, filed with the United States Bankruptcy Court for the Southern District of New York.

~~Certain information contained in this current report~~SIGNATURES on Form 8-K, including the exhibits being furnished as part of this report, may contain forward-looking statements. The words “possible,” “propose,” “might,” “could,” “would,” “projects,” “plan,” “forecasts,” “anticipates,” “expect,” “intend,” “believe,” “seek,” or “may,” the negative of these terms and other comparable terminology, are intended to identify forward-looking statements, but are not the exclusive means of identifying them. Actual results may differ materially from the results suggested by these forward-looking statements, for a number of reasons, including, but not limited to, GGP’s ability to successfully complete its plan of reorganization and emerge from bankruptcy, GGP’s ability to refinance, extend, restructure or repay its near and intermediate term debt, GGP’s substantial level of indebtedness, GGP’s ability to raise capital through equity issuances, asset sales or the incurrence of new debt, retail and credit market conditions, impairments, GGP’s liquidity demands, and retail and economic conditions. Readers are referred to the documents filed by General Growth Properties, Inc. with the Securities and Exchange Commission, which further identify the important risk factors which could cause actual results to differ

3Pursuant 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.

~~materially~~GENERAL ~~from~~GROWTH ~~the~~PROPERTIES, ~~forward-looking~~INC. ~~statements~~By: ~~in this~~/s/ ~~release. GGP~~Edmund ~~disclaims~~Hoyt ~~any obligation~~Edmund toHoyt ~~update~~Chief ~~any~~Accounting ~~forward-looking statements.~~Officer

~~Item~~Date: ~~9.01.~~October 29, ~~Financial Statement and Exhibits.~~2010

Exhibit
Number		Description
2.1		Plan Debtors’ Third Amended Joint Plan of Reorganization, as modified filed with the U. S. Bankruptcy Court for the Southern District of New York on October 21, 2010
99.1		Press release titled “General Growth Properties Plan of Reorganization Confirmed by Court” dated October 21, 2010.
99.2		Press release titled “General Growth Properties, Inc. Announces Record Date for Distributions Pursuant to Plan of Reorganization” dated October 21, 2010.

EXHIBIT INDEX


Exhibit
Number		Name

99.1		Monthly Operating Report for the month ended September 30, 2010, filed with the United States Bankruptcy Court for the Southern District of New York.

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.
	/s/ Edmund Hoyt
	Name:	Edmund Hoyt
	Title:	Senior Vice President and Chief
		Accounting Officer
Date: October 26, 2010

EXHIBIT INDEX

Exhibit
Number		Description
2.1		Plan Debtors’ Third Amended Joint Plan of Reorganization, as modified filed with the U. S. Bankruptcy Court for the Southern District of New York on October 21, 2010
99.1		Press release titled “General Growth Properties Plan of Reorganization Confirmed by Court” dated October 21, 2010.
99.2		Press release titled “General Growth Properties, Inc. Announces Record Date for Distributions Pursuant to Plan of Reorganization” dated October 21, 2010.

Filing Compare · GGP, Inc. (fka General Growth Properties Inc. & predecessor to General Growth Properties, Inc.)