sc13gza

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

Group, in accordance with §240.13d-1(b)(1)(ii)(J).


	OMB APPROVAL
	OMB Number: 3235-0145
	Expires: February 28, 2009
	Estimated average burden hours per response...10.4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 14)*

General Growth Properties, Inc.

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

370021107

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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 (“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).

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 control number

Page 1 of 6


CUSIP No. 370021107		13G


1	NAMES OF REPORTING PERSONS: General Trust Company

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	46-0406435

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	South Dakota

		5	SOLE VOTING POWER:

NUMBER OF			59,548,616*

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			59,548,616*

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	59,548,616*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	20.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO


*		Includes 45,356,493 shares of common stock, par value $0.01 per share (the “Common Stock”), of General Growth Properties, Inc. (the “Company”) issuable upon conversion of certain limited partnership interests in GGP Limited Partnership (the “Operating Partnership”).

Page 2 of 6


CUSIP No. 370021107		13G


Item 1(a)		Name of Issuer:

General Growth Properties, Inc.


Item 1(b)		Address of Issuer’s Principal Executive Offices:

110 North Wacker Drive
Chicago, Illinois 60606


Item 2(a)		Name of Person Filing:

General Trust Company


Item 2(b)		Address of Principal Business Office or, if none, Residence:

300 North Dakota Avenue
Suite 202
Sioux Falls, South Dakota 57104


Item 2(c)		Citizenship:

South Dakota trust company


Item 2(d)		Title of Class of Securities:

Common Stock, $.01 par value per share (the “Common Stock”)


Item 2(e)		CUSIP Number:

370021107


Item 3.		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

Page 3 of 6


CUSIP No. 370021107		13G


Item 4.		Ownership

(a)

Amount beneficially owned:

59,548,616**

(b)

Percent of class:

20.7%

(c)

Number of shares as to which the person has:

	(i)		Sole power to vote or to direct the vote

			59,548,616**

	(ii)		Shared power to vote or to direct the vote

			0

	(iii)		Sole power to dispose or direct the disposition of

			59,548,616**

	(iv)		Shared power to dispose or to direct the disposition of

			0


Item 5.		Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].


Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

Held by the Reporting Person solely in its capacity as trustee of trusts. The beneficiaries of the trusts are members of the Bucksbaum family which, for purposes hereof, includes spouses and descendants of Martin, Matthew and Maurice Bucksbaum.


**		Includes 45,356,493 shares of Common Stock issuable upon conversion of certain limited partnership interests in the Operating Partnership.

Page 4 of 6


CUSIP No. 370021107		13G


Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not Applicable.


Item 8.		Identification and Classification of Members of the Group

Not Applicable.


Item 9.		Notice of Dissolution of Group

Not Applicable.


Item 10.		Certification

Not Applicable.

Page 5 of 6


CUSIP No. 370021107		13G

SIGNATURE

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: February 9, 2007


GENERAL TRUST COMPANY
By:	/s/ E. Michael Greaves
	E. Michael Greaves, Vice President

Page 6 of 6