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Exhibit 3.3

                        CERTIFICATE OF DESIGNATION

                                    OF

           8.00% SERIES E CUMULATIVE REDEEMABLE PREFERRED UNITS

                                    OF

                        SIMON PROPERTY GROUP, L.P.


          WHEREAS, Simon Property Group, Inc. (the "Corporation") has
issued 1,000,000 shares of 8.00% Series E Cumulative Redeemable Preferred
Stock (the "Series E Cumulative Redeemable Preferred Stock"); and

          WHEREAS, in accordance with the terms of the Partnership
Agreement (the "Partnership Agreement") of Simon Property Group, L.P. (the
"Operating Partnership"), the Corporation has made a contribution of assets
to the Operating Partnership in exchange for preferred units having
substantially the same economic rights and terms of the Series E Cumulative
Redeemable Preferred Stock.

          NOW THEREFORE, the managing general partner of the Operating
Partnership (in such capacity, the "Managing General Partner"), has
designated a series of preferred units and has fixed the designations,
powers, preferences and relative, participating, optional or other special
rights, and the qualifications, limitations or restrictions thereof, of
such preferred units, as follows:

          SECTION 1.  Designation and Number.  The units of such series
shall be designated "8.00% Series E Cumulative Redeemable Preferred Units"
(the "Series E Cumulative Redeemable Preferred Units").  The authorized
number of Series E Cumulative Redeemable Preferred Units shall be
1,000,000.  Each share of Series E Cumulative Redeemable Preferred Stock,
as it relates to a single Series E Cumulative Redeemable Preferred Unit,
shall be deemed the "Related Issue" hereunder.

          SECTION 2.  Distributions.  The holders of Series E Cumulative
Redeemable Preferred Units, in preference to the holders of Partnership
Units of the Operating Partnership (the "Common Units"), any other series
of Preferred Units ranking junior to the Series E Cumulative Redeemable
Preferred Units either as to distributions or upon liquidation, dissolution
or winding-up ("Junior Preferred Units") or any other class or series of
units of the Operating Partnership ranking junior to the Series E
Cumulative Redeemable Preferred Units either as to distributions or upon
liquidation, dissolution or winding-up ("Other Junior Units"), shall be
entitled to receive an amount equal to the aggregate dividends payable on
the Related Issue at the times such dividends are paid.  For this purpose,
the aggregate dividends payable on the Related Issue shall be determined by
assuming that adequate cash and earnings are available to the Corporation
for the payment of any dividends required to be paid with respect to the
Related Issue.  The Series E Cumulative Redeemable Preferred Units shall,
with respect to allocations and distributions pursuant to Article VI of the
Partnership Agreement, rank (A) junior to any other series of Preferred
Units hereafter duly established, the terms of which shall specifically
provide that such series shall rank prior to the Series E Cumulative
Redeemable Preferred Units as to distributions and redemption rights, (B)
pari passu with any series of Preferred Units hereafter duly established,
the terms of which shall specifically provide that such series shall rank
pari passu with the Series E Cumulative Redeemable Preferred Units as to
distributions and redemption rights and (C) prior to the Common Units,
Junior Preferred Units and any Other Junior Units.

          SECTION 3.  Status of Redeemed Series E Cumulative Redeemable
Preferred Units.  Upon any redemption, repurchase or other acquisition by
the Operating Partnership of Series E Cumulative Redeemable Preferred
Units, the Series E Cumulative Redeemable Preferred Units so converted,
redeemed, repurchased or acquired shall be retired and canceled.

          SECTION 4.  Redemption.  Upon the redemption of any shares of the
Related Issue, the Operating Partnership shall redeem an equal number of
Series E Cumulative Redeemable Preferred Units for a redemption price per
unit equal to the redemption price per share of the Related Issue,
exclusive of any accrued unpaid dividends.