UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

GENERAL GROWTH PROPERTIES, INC.

(Name of Issuer)

Common Stock, $.01 par value per share

(Title of Class of Securities)

370021107

(CUSIP Number)

Roy J. Katzovicz, Esq.
Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42nd Floor
New York, New York 10019
212-813-3700

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

with copies to:

Andrew G. Dietderich, Esq.
Alan J. Sinsheimer, Esq.
Sullivan & Cromwell LLP
125 Broad Street, New York, New York 10004
212-558-4000

August 2, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 370021107 

1	NAME OF REPORTING PERSON Pershing Square Capital Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			— 0 —
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			23,953,782
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			— 0 —
WITH		10	SHARED DISPOSITIVE POWER
			23,953,782
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	23,953,782
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.5%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

¹ This calculation is based on 317,324,875 shares of common stock (“Common Shares”) of General Growth Properties Inc. (the “Issuer”) outstanding as of May 5, 2010, as reported in its quarterly report on Form 10-Q for the quarterly period ended March 31, 2010 (the “March 2010 Form 10-Q”).

2

CUSIP No. 370021107 

1	NAME OF REPORTING PERSON PS Management GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			— 0 —
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			23,953,782
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			— 0 —
WITH		10	SHARED DISPOSITIVE POWER
			23,953,782
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	23,953,782
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.5%2
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

² This calculation is based on 317,324,875 Common Shares outstanding as reported in the March 2010 Form 10-Q.

3

CUSIP No. 370021107 

1	NAMES OF REPORTING PERSON Pershing Square GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			— 0 —
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			8,601,425
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			— 0 —
WITH		10	SHARED DISPOSITIVE POWER
			8,601,425
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,601,425
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.7%3
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

³ This calculation is based on 317,324,875 Common Shares outstanding as reported in the March 2010 Form 10-Q.

4

CUSIP No. 370021107 

1	NAME OF REPORTING PERSON William A. Ackman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	U.S.A.
		7	SOLE VOTING POWER
NUMBER OF			— 0 —
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			23,953,782
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			— 0 —
WITH		10	SHARED DISPOSITIVE POWER
			23,953,782
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	23,953,782
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.5%4
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

⁴ This calculation is based on 317,324,875 Common Shares outstanding as reported in the March 2010 Form 10-Q.

5

Item 1. Security and Issuer

     This Amendment No. 9 (this “Amendment No. 9”) amends and supplements the statement on Schedule 13D, as previously amended to date (the “Schedule 13D”), by (i) Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”), (ii) PS Management GP, LLC, a Delaware limited liability company (“PS Management”), (iii) Pershing Square GP, LLC, a Delaware limited liability company (“Pershing Square GP”), and (iv) William A. Ackman, a citizen of the United States of America (collectively, the “Reporting Persons”), relating to the common stock, par value $.01 per share (the “Common Shares”), of General Growth Properties, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein but not defined herein shall have the meaning set forth in the Schedule 13D.

     As of August 4, 2010, the Reporting Persons beneficially owned an aggregate of 23,953,782 Common Shares, representing approximately 7.5% of the outstanding Common Shares. The Reporting Persons also have additional economic exposure to approximately 54,907,669 Common Shares under certain cash-settled total return swaps (“Swaps”), bringing their total aggregate economic exposure to 78,861,451 Common Shares (approximately 24.9% of the outstanding Common Shares).

Item 4. Purpose of Transaction

Item 4 is hereby supplemented, as follows:

     On August 2, 2010, Pershing Square, on behalf of the Pershing Square Funds, and the Issuer amended and restated that certain Stock Purchase Agreement (the “Stock Purchase Agreement”), dated as of March 31, 2010 and as subsequently amended on May 3, 2010 and on May 7, 2010, between Pershing Square, on behalf of the Pershing Square Funds, and the Issuer. The Stock Purchase Agreement, as amended and restated, is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

     On August 2, 2010, Pershing Square, on behalf of the Pershing Square Funds, entered into a purchase agreement (the “Purchase Agreement”) with Blackstone Real Estate Partners VI L.P. (“Blackstone”). The Purchase Agreement is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is hereby supplemented, as follows:

     The information set forth in Item 4 is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Item 7 is hereby supplemented by adding the following exhibits:

Exhibit 99.1	Amended and Restated Stock Purchase Agreement, effective as of March 31, 2010, between Pershing Square, on behalf of the Pershing Square Funds, and the Issuer.
Exhibit 99.2	Purchase Agreement, dated August 2, 2010, between Pershing Square, on behalf of the Pershing Square Funds, and Blackstone.

6

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete, and correct.

Date: August 4, 2010	PERSHING SQUARE CAPITAL MANAGEMENT, L.P.          PS Management GP, LLC, By:   its General Partner
	By:	/s/ William A. Ackman
		William A. Ackman
		Managing Member
	PS MANAGEMENT GP, LLC
	By:	/s/ William A. Ackman
		William A. Ackman
		Managing Member
	PERSHING SQUARE GP, LLC
	By:	/s/ William A. Ackman
		William A. Ackman
		Managing Member
	/s/ William A. Ackman
	WILLIAM A. ACKMAN

EXHIBIT INDEX

Exhibit 99.1	Amended and Restated Stock Purchase Agreement, effective as of March 31, 2010, between Pershing Square, on behalf of the Pershing Square Funds, and the Issuer.
Exhibit 99.2	Purchase Agreement, dated August 2, 2010, between Pershing Square, on behalf of the Pershing Square Funds, and Blackstone.