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                                                                    EXHIBIT 3(C)

                           CERTIFICATE OF CORRECTION
                        FILED TO CORRECT A CERTAIN ERROR
        IN THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                       OF GENERAL GROWTH PROPERTIES, INC.
           FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE
                                ON MAY 24, 1995

     It is hereby certified that:

     1. The name of the corporation (the "corporation") is General Growth
Properties, Inc.

     2. The Second Amended and Restated Certificate of Incorporation of the
corporation, was filed by the Secretary of State of Delaware on May 24, 1995,
and is hereby corrected, as permitted by Section 103(f) of the General
Corporation Law of the State of Delaware.

     3. Article IV D.(1) of said instrument, and more specifically, the
definition of the term "Ownership Limit" set forth therein, currently contains
an inaccuracy in that it establishes the initial Ownership Limit at 5%, rather
than 7.5%, of the value of the outstanding Equity Stock of the Corporation.

     4. The definition of "Ownership Limit" set forth in Article IV D.(1) of
said instrument in its corrected form is as follows:

           "Ownership Limit" shall initially mean 7.5% of the value of the
      outstanding Equity Stock of the Corporation, and after any adjustment as
      set forth in subparagraph D(11) of the Article IV, shall mean such
      greater percentage (but not more than 9.8%) of the value of the
      outstanding Equity Stock as so adjusted.

     IN WITNESS WHEREOF, said General Growth Properties, Inc. has caused this
certificate to be signed by MATTHEW BUCKSBAUM, its Chairman and CEO this 21st
day of December, 1995.


                                       GENERAL GROWTH PROPERTIES, INC.



                                       By: 
                                          ------------------------------
                                          Its:  Chairman and CEO

Attest:



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Marshall E. Eisenberg,
Secretary