Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153-0119
(212) 310-8000
FAX: (212) 310-8007
September 8, 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. 1 to its Registration Statement on Form S-11 relating to the registration of its Mandatorily Exchangeable Notes, its Common Stock, no par value per share, and a Guarantee by General Growth Properties, Inc., having a proposed maximum aggregate offering price of $2,250,000,000.
Please be advised that funds in the amount of $7,130 representing the balance of the registration fee for the filing of the Registration Statement have been previously transferred by electronic wire transfer to the Securities and Exchange Commission.
Please contact the undersigned at (212) 310-8165 with any questions or comments concerning the above or the registration statement generally.
| Very truly yours, |
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| /s/ Matthew D. Bloch |