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FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FREIBAUM BERNARD

(Last)(First)(Middle)
C/O GENERAL GROWTH PROPERTIES INC, 110 NORTH WACKER DRIVE

(Street)
CHICAGOIL60606

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
GENERAL GROWTH PROPERTIES INC [GGP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/02/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock 10/02/2008 S  1,304,167 D$ 7.42 (1) 3,061,334 D  
Common Stock 10/02/2008 S  1,391,976 D$ 8.93 (2) 1,669,358 D  
Common Stock 10/02/2008 S  253,857 D$ 9.21 (3) 1,415,501 D  
Common Stock 10/02/2008 D  3,926 (4) D$ 0 1,411,575 D  
Common Stock 10/03/2008 S  44,800 D$ 9.8045 (5) 1,366,775 D  
Common Stock 10/03/2008 S  215,229 D$ 10.9285 (6) 1,151,546 D  
Common Stock 10/03/2008 S  64,971 D$ 11.7837 (7) 1,086,575 D  
Common Stock         47,000 I By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. $7.42 was the weighted average sales price. Price range of sales was from $7.08 to $8.065. The undersigned will provide upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.
2. $8.93 was the weighted average sales price. Price range of sales was from $8.08 to $9.077. The undersigned will provide upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.
3. $9.21 was the weighted average sales price. Price range of sales was from $9.08 to $9.64. The undersigned will provide upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.
4. Disposition to the Issuer of unvested Restricted Stock granted on 2/14/08.
5. $9.8045 was the weighted average sales price. Price range of sales was from $9.3605 to $10.17. The undersigned will provide upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.
6. $10.9285 was the weighted average sales price. Price range of sales was from $10.44 to $11.43. The undersigned will provide upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.
7. $11.7837 was the weighted average sales price. Price range of sales was from $11.44 to $12.225. The undersigned will provide upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.
/s/ Edmund J. Hoyt as Attorney in Fact for Bernard Freibaum10/03/2008
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY


   Know all by these presents, that the undersigned hereby constitutes and 
appoints Edmund J. Hoyt, signing singly, 
the undersigned?s true and lawful attorney-in-fact to:

(1)execute for and on behalf of the undersigned, in the undersigned?s 
capacity as an officer and/or director of General Growth 
Properties, Inc. (the ?Company?), Forms, 3, 4, and 5 (and any 
successor forms) in accordance with section 16(a) of the 
Securities Exchange Act of 1934 and the rules thereunder;
(2)do and perform any and all acts for and on behalf of the 
undersigned which may be necessary or desirable to complete 
and execute any such Form 3, 4, or 5 (and any successor forms), 
complete and execute any amendment or amendments thereto, 
and timely file such forms with the Untied States Securities and 
Exchange Commission and any stock exchange or similar 
authority; and
(3)take any other action of any type whatsoever in connection with 
the foregoing which, in the opinion of such attorney-in-fact, may 
be of benefit to, in the best interest of, or legally required by, the 
undersigned,  it being understood that the documents executed 
by such attorney-in-fact on behalf of the undersigned pursuant to 
this Power of Attorney shall be in such form and shall contain 
such terms and conditions as such attorney-in-fact may approve 
in such attorney-in-fact?s discretion.

   The undersigned hereby grants to each such attorney-in-fact full power 
and authority to do and perform any and every act and thing whatsoever 
requisite, necessary, or proper to be done in the exercise of any of the 
rights and powers herein granted, as fully to all intents and purposes as the 
undersigned might or could do if personally present, with full power of 
substitution or revocation, hereby ratifying and confirming all that such 
attorney-in-fact, or such attorney-in-fact?s substitute or substitutes, shall 
lawfully do or cause to be done by virtue of this power of attorney and the 
rights and powers herein granted.  The undersigned acknowledges that the 
foregoing attorneys-in-fact, in serving in such capacity at the request of the 
undersigned, are not assuming, nor is the Company assuming, any of the 
undersigned?s responsibilities to comply with Section 16 of the Securities 
Exchange Act of 1934, and agrees to indemnify and hold harmless the 
Company and each attorney-in-fact, and their respective officers, directors, 
employees, successors and assigns, from any losses, damages, claims, 
suits, costs and expenses arising out of any and all actions taken by the 
attorneys-in-fact pursuant to this Power of Attorney.
   
   This Power of Attorney shall remain in full force and effect until the 
undersigned is no longer required to file Forms 3, 4, and 5 with respect to 
the undersigned?s holdings of and transactions in securities issued by the 
Company, unless earlier revoked by the undersigned in a signed writing 
delivered to the foregoing attorneys-in-fact.




IN WITNESS WHEREOF, the undersigned has caused this Power of 
Attorney to be executed as of this 2nd day of October, 2008.


  /s/  Bernard Freibaum
       Bernard Freibaum
Signature




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