Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153-0119
(212) 310-8000
FAX: (212) 310-8007
October 15, 2010
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: New GGP, Inc.
Dear Ladies and Gentlemen:
On behalf of New GGP, Inc., a Delaware corporation (the “Company”), please accept for filing, pursuant to the Securities Act of 1933, as amended, the Company’s Amendment No. 2 to its Registration Statement on Form S-11 relating to the registration of its Common Stock, par value $0.01 per share, having a proposed maximum aggregate offering price of $2,250,000,000.
Please contact the undersigned at (212) 310-8165 with any questions or comments concerning the above or the registration statement generally.
| Very truly yours, |
|
|
| /s/ Matthew D. Bloch |