August 22, 2007

VIA EDGAR

Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549

Attn: Filing Desk

Ladies and Gentlemen:

On August 15, 2007, General Growth Properties, Inc., a Delaware corporation (the “Company”), filed Registration Statement No. 333-145452 on Form S-3 (the “Form S-3”) with the Securities and Exchange Commission (the “Commission”). The Form S-3 relates to the registration, under the Securities Act of 1933, as amended (the “Act”), of 17,470,360 shares of Common Stock, par value $.01 per share, and related preferred share purchase rights of the Company (the “Common Stock”) to be issued in exchange for the $1.55 billion GGP Limited Partnership 3.98% Exchangeable Senior Notes due 2027.

Pursuant to Rule 477 under the Act, the Company hereby applies for the withdrawal of the Form S-3 and requests that the Commission consent thereto. No securities have been issued or sold under the Form S-3 in connection with the Offering. The Form S-3 has not been declared effective by the Commission.

The Company has been advised by the Commission that the Form S-3 must be withdrawn because the submission headers accompanying the Form S-3 were not properly marked. The Company checked the box on the Form S-3 cover page to have the Form S-3 automatically declared effective upon filing with the Commission pursuant to Rule 462(e) under the Act. But, because a box on the submission header accompanying the Form S-3 was not marked, the filing was coded as an “S-3” instead of as an “S-3ASR”. The Company is concurrently filing herewith an identical Registration Statement on Form S-3 with the properly marked submission header. The Commission has advised that such registration statement will retain the August 15, 2007 filing date.