UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                                    
                                    
                                FORM 10-Q
                                    
                                    
        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended June 30, 1998


Commission file number 333-11491
                                    
                                    
                       SIMON DeBARTOLO GROUP, L.P.
         (Exact name of registrant as specified in its charter)
                                    
                                    
                  Delaware                  34-1755769
               (State or other           (I.R.S. Employer
                jurisdiction
             of incorporation or        Identification No.)
                organization)
                                                 
          115 West Washington Street             
            Indianapolis, Indiana              46204
            (Address of principal           (Zip Code)
             executive offices)
                                    
                                    
   Registrant's telephone number, including area code:  (317) 636-1600
                                    


Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.   YES  [x]  NO
[ ]
<Page 01>
                                    
                                    
                       SIMON DeBARTOLO GROUP, L.P.
                                FORM 10-Q
                                    
                                  INDEX


Part I - Financial Information                             Page

    Item 1:  Financial Statements

         Consolidated Condensed Balance Sheets
         as of June 30, 1998 and December 31,
         1997                                              3

         Consolidated Condensed Statements of
         Operations for the three-month and
         six-month periods ended June 30, 1998
         and 1997                                          4

         Consolidated Condensed Statements of
         Cash Flows for the six-month periods
         ended June 30, 1998 and 1997                      5

         Notes to Unaudited Consolidated
         Condensed Financial Statements                    6

          Item 2:  Management's Discussion and
          Analysis of Financial Condition and
          Results of Operations                           14

Part II - Other Information

    Items 1 through 6                                      22


Signatures                                                 23
<Page 02>

SIMON DeBARTOLO GROUP, L.P.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited and dollars in thousands, except per unit amounts)
                                                   June 30,  December 31,
                                                     1998        1997
ASSETS:                                                                  
Investment properties, at cost                   $7,063,621    $6,867,354
  Less - accumulated depreciation                   558,504       461,792
                                                  6,505,117     6,405,562
Cash and cash equivalents                           103,365       109,699
Restricted cash                                       5,962         8,553
Tenant receivables and accrued revenue, net         189,344       188,359
Notes and advances receivable from Management                            
Company and affiliate                               110,854        93,809
Investment in partnerships and joint ventures, at                        
equity                                              760,450       612,140
Investment in Management Company and affiliates           0         3,192
Other investment                                     56,338        53,785
Deferred costs and other assets                     175,500       164,413
Minority interest                                    25,885        23,155
Total assets                                     $7,932,815    $7,662,667
                                                                         
LIABILITIES:                                                             
Mortgages and other indebtedness                 $5,228,015    $5,077,990
Accounts payable and accrued expenses               247,680       245,121
Cash distributions and losses in partnerships and                        
joint ventures, at equity                            23,870        20,563
Investment in Management Company and affiliates         973             0
Other liabilities                                    82,059        67,694
Total liabilities                                 5,582,597     5,411,368
                                                                         
COMMITMENTS AND CONTINGENCIES (Note 10)                                  
                                                                         
PARTNERS' EQUITY:                                                        
                                                                         
Preferred units, 11,000,000 units outstanding                            
                                                    339,195       339,061
                                                                         
General Partners, 113,678,134 and 109,643,001                            
units outstanding, respectively                   1,301,017     1,231,031
                                                                         
Limited Partners, 64,182,681 and 61,850,762 units                        
outstanding, respectively                           734,554       694,437
                                                                         
Unamortized restricted stock award                 (24,548)      (13,230)
                                                                         
Total partners' equity                            2,350,218     2,251,299
Total liabilities and partners' equity           $7,932,815    $7,662,667
                                                                         


The accompanying notes are an integral part of these
statements.
<Page 03>

SIMON DeBARTOLO GROUP, L.P.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited and dollars in thousands, except per unit amounts)
                                  For the                  For the
                             Three  Months Ended       Six Months Ended  
                                    June 30,                 June 30,
                                1998         1997       1998        1997
                                                                      
REVENUE:                                                                 
Minimum rent                   $186,474    $149,354   $370,934   $297,373
Overage rent                     10,701      10,049     20,483     17,564
Tenant reimbursements            91,811      74,208    181,971    150,031
Other income                     21,389      11,444     37,244     22,501
Total revenue                   310,375     245,055    610,632    487,469
                                                                         
EXPENSES:                                                                
Property operating               50,479      41,357    100,258     84,025
Depreciation and amortization    58,313      44,129    116,618     87,483
Real estate taxes                28,764      24,589     58,959     49,350
Repairs and maintenance          11,655       7,597     23,550     17,546
Advertising and promotion         8,621       6,687     16,722     11,900
Provision for credit losses         733       1,850      3,455      2,825
Other                             6,584       4,391     12,177      8,179
Total operating expenses        165,149     130,600    331,739    261,308
                                                                         
OPERATING INCOME                145,226     114,455    278,893    226,161
                                                                         
INTEREST EXPENSE                 92,510      67,076    184,420    134,994
INCOME BEFORE MINORITY                                                   
INTEREST                         52,716      47,379     94,473     91,167
                                                                         
MINORITY INTEREST               (2,154)       (741)    (3,596)    (2,225)
GAINS (LOSSES) ON SALES OF                                               
ASSETS                          (7,219)        (17)    (7,219)         20
INCOME BEFORE UNCONSOLIDATED                                             
ENTITIES                         43,343      46,621     83,658     88,962
                                                                         
INCOME FROM UNCONSOLIDATED                                               
ENTITIES                            171       1,792      4,980      2,513
INCOME BEFORE EXTRAORDINARY                                              
ITEMS                            43,514      48,413     88,638     91,475
                                                                         
EXTRAORDINARY ITEMS               7,024     (1,467)      7,024   (24,714)
NET INCOME                       50,538      46,946     95,662     66,761
                                                                         
PREFERRED UNIT REQUIREMENT      (7,334)     (6,407)   (14,668)   (12,813)
                                                                         
NET INCOME AVAILABLE TO                                                  
UNITHOLDERS                     $43,204     $40,539    $80,994    $53,948
                                                                         
NET INCOME AVAILABLE TO                                                  
UNITHOLDERS
  ATTRIBUTABLE TO:                                                       
General Partner                 $27,467     $24,951    $51,415    $33,184
Limited Partners                 15,737      15,588     29,579     20,764
                                $43,204     $40,539    $80,994    $53,948
BASIC EARNINGS PER UNIT:                                                 
Income before extraordinary                                              
items                             $0.21       $0.27      $0.42      $0.50
Extraordinary items                0.04      (0.01)       0.04     (0.16)
Net income                        $0.25       $0.26      $0.46      $0.34
                                                                         
DILUTED EARNINGS PER UNIT:                                               
Income before extraordinary                                              
items                             $0.21       $0.27      $0.42      $0.50
Extraordinary items                0.04      (0.01)       0.04     (0.16)
Net income                        $0.25       $0.26      $0.46      $0.34
                                                                         
The accompanying notes are an integral part of these
statements.
<Page 04>

SIMON DeBARTOLO GROUP, L.P.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited and dollars in thousands)
                                              For the Six Months
                                                 Ended June 30,
                                             1998           1997
CASH FLOWS FROM OPERATING ACTIVITIES:                              
  Net income                                 $95,662        $66,761
Adjustments to reconcile net income to                             
net cash provided
  by operating activities-                                         
Depreciation and amortization                120,915         90,961
Extraordinary items                          (7,024)         24,714
(Gains) losses on sales of assets, net         7,219           (20)
Straight-line rent                           (4,091)        (3,461)
Minority interest                              3,596          2,225
Equity in income of unconsolidated                                 
entities                                     (4,980)        (2,513)
Changes in assets and liabilities-                                 
Tenant receivables and accrued revenue         4,507          7,104
Deferred costs and other assets              (1,866)        (8,370)
Accounts payable, accrued expenses and                             
other liabilities                              (817)        (5,347)
                                          -----------    -----------
  Net cash provided by operating                                   
activities                                   213,121        172,054
                                          ----------     ----------
                                                                   
CASH FLOWS FROM INVESTING ACTIVITIES:                              
Acquisitions                               (243,355)              0
Capital expenditures                       (126,776)      (142,327)
Change in restricted cash                      2,591       (27,304)
Cash from acquisitions                         4,387              0
Net proceeds from sales of assets             46,087            599
Investments in unconsolidated entities       (6,554)       (25,130)
Distributions from unconsolidated                                  
entities                                     113,426         19,211
Investments in and advances to                                     
Management Company                          (17,045)       (14,757)
Other investing activity                           0       (55,400)
                                          ----------    -----------
Net cash used in investing activities      (227,239)      (245,108)
                                          ----------     ----------
                                                                   
CASH FLOWS FROM FINANCING ACTIVITIES:                              
Proceeds from sales of common stock, net      92,350          5,920
Minority interest distributions, net         (6,326)        (1,792)
Partnership distributions                  (190,425)      (170,646)
Mortgage and other note proceeds, net of                           
transaction costs                          1,485,545        590,798
Mortgage and other note principal                                  
payments                                 (1,373,360)      (349,589)
Other refinancing transaction                      0       (21,000)
                                          -----------    -----------
Net cash provided by (used in) financing                           
activities                                     7,784         53,691
                                          -----------   ------------
                                                                   
DECREASE IN CASH AND CASH EQUIVALENTS        (6,334)       (19,363)
                                                                   
CASH AND CASH EQUIVALENTS, beginning of                            
period                                       109,699         64,309
                                                                   
                                          ----------    -----------
CASH AND CASH EQUIVALENTS, end of period    $103,365        $44,946
                                          ===========    ===========
                                                                   
                          
The accompanying notes are an integral part of these
statements.
<Page 05>                                    
                       SIMON DeBARTOLO GROUP, L.P.
                                    
     Notes to Unaudited Consolidated Condensed Financial Statements
                                    
            (Dollars in thousands, except per share amounts)


Note 1 - Organization

     Simon DeBartolo Group, L.P. (the "Operating Partnership") is a
subsidiary partnership of Simon DeBartolo Group, Inc. (the "Company").
The Operating Partnership is engaged primarily in the ownership,
operation, management, leasing, acquisition, expansion and development
of real estate properties, primarily regional malls and community
shopping centers. The Company is a self-administered and self-managed
real estate investment trust ("REIT") under the Internal Revenue Code of
1986, as amended. As of June 30, 1998, the Operating Partnership owned
or held an interest in 216 income-producing properties, which consisted
of 131 regional malls, 75 community shopping centers, three specialty
retail centers, four mixed-use properties and three value-oriented super-
regional malls in 34 states (the "Properties"). The Operating
Partnership also owned interests in one specialty retail center and one
value-oriented super-regional mall under construction, an additional two
community centers in the final stages of preconstruction development and
eight parcels of land held for future development. In addition, the
Operating Partnership holds substantially all of the economic interest
in M.S. Management Associates, Inc. (the "Management Company" - See Note
7). The Operating Partnership also holds substantially all of the
economic interest in, and the Management Company holds substantially all
of the voting stock of, DeBartolo Properties Management, Inc. ("DPMI"),
which provides architectural, design, construction and other services to
substantially all of the Portfolio Properties, as well as certain other
regional malls and community shopping centers owned by third parties.
The Company owned 63.9% of the Operating Partnership at both June 30,
1998 and December 31, 1997.

Note 2 - Basis of Presentation

     The accompanying consolidated condensed financial statements are
unaudited; however, they have been prepared in accordance with generally
accepted accounting principles for interim financial information and in
conjunction with the rules and regulations of the Securities and
Exchange Commission. Accordingly, they do not include all of the
disclosures required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments (consisting solely of normal recurring matters) necessary
for a fair presentation of the consolidated condensed financial
statements for these interim periods have been included. The results for
the interim period ended June 30, 1998 are not necessarily indicative of
the results to be obtained for the full fiscal year. These unaudited
consolidated condensed financial statements should be read in
conjunction with the December 31, 1997 audited financial statements and
notes thereto included in the Simon DeBartolo Group, L.P. Annual Report,
as amended, on Form 10-K/A .

     The accompanying consolidated condensed financial statements of the
Operating Partnership include all accounts of all entities owned or
controlled by the Operating Partnership. All significant intercompany
amounts have been eliminated. The accompanying consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles, which requires management to make estimates and
assumptions that affect the reported amounts of the Operating
Partnership's assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and revenues and
expenses during the reported periods. Actual results could differ from
these estimates.

     Properties which are wholly-owned or owned less than 100% and are
controlled by the Operating Partnership are accounted for using the
consolidated method of accounting. Control is demonstrated by the
ability of the general partner to manage day-to-day operations,
refinance debt and sell the assets of the partnership without the
consent of the limited partner and the inability of the limited partner
to replace the general partner. Investments in partnerships and joint
ventures which represent noncontrolling 14.7% to 75.0% ownership
interests and the investment in the Management Company are accounted for
using the equity method of accounting. These investments are recorded
initially at cost and subsequently adjusted for net equity in income
(loss) and cash contributions and distributions.

     Net operating results of the Operating Partnership are allocated to
the Company based first on the Company's preferred unit preference and
then on its remaining ownership interest in the Operating Partnership
during the period. The Company's remaining weighted average ownership
interest in the Operating Partnership for the three-month periods ended
June 30, 1998 and 1997 was 63.6% and 61.5%, respectively. The Company's
remaining weighted average ownership interest in the Operating
Partnership for the six-month periods ended June 30, 1998 and 1997 was
63.5% and 61.5%, respectively.
<Page 06>
Note 3 - Reclassifications

     Certain reclassifications of prior period amounts have been made in
the financial statements to conform to the 1998 presentation. These
reclassifications have no impact on the net operating results previously
recorded.

Note 4 - Acquisitions and Development

     On January 26, 1998, the Operating Partnership acquired Cordova
Mall in Pensacola, Florida for approximately $87,300, which included the
assumption of a $28,935 mortgage, which was later retired, and the
issuance of 1,713,016 units of ownership interest in the Operating
Partnership ("Units"), valued at approximately $55,500. This 874,000
square-foot regional mall is wholly-owned by the Operating Partnership.

     On January 30, 1998, the Operating Partnership acquired additional
15% ownership interests in Lakeline Mall and Lakeline Plaza for 191,634
Units valued at approximately $6,300. On April 30, 1998 the Operating
Partnership acquired additional 10% ownership interests in Lakeline Mall
and Lakeline Plaza for 127,756 Units valued at approximately $4,200. On
July 31, 1998, the Operating Partnership acquired additional 5%
ownership interests in both Lakeline Mall and Lakeline Plaza for $2,100
in cash. These acquisitions increased the Operating Partnership's
ownership interest in each of these Properties to a noncontrolling 80%.

     On February 27, 1998, the Operating Partnership, in a joint venture
partnership with The Macerich Company ("Macerich"), acquired a portfolio
of twelve regional malls and two community centers (the "IBM
Properties") comprising approximately 10.7 million square feet of GLA at
a purchase price of $974,500, including the assumption of $485,000 of
indebtedness. The Operating Partnership and Macerich, as noncontrolling
50/50 partners in the joint venture, were each responsible for one half
of the purchase price, including indebtedness assumed and each assumed
leasing and management responsibilities for six of the regional malls
and one community center. The Operating Partnership funded its share of
the cash portion of the purchase price using borrowings from a $300,000
unsecured revolving credit facility, which bore interest at LIBOR plus
0.65% and had a maturity of August 27, 1998. This facility was
subsequently retired as described in Note 8.
     
     In March of 1998, the Operating Partnership opened the
approximately $13,300 Muncie Plaza in Muncie, Indiana. The Operating
Partnership owns 100% of this 196,000 square-foot community center. In
addition, phase I of the approximately $34,000 Lakeline Plaza opened in
April 1998 in Austin, Texas. Phase II of this 360,000 square-foot
community center is scheduled to open in 1999. Each of these new
community centers is adjacent to an existing regional mall in the
Company's portfolio.

     On April 15, 1998, the Operating Partnership purchased the
remaining 7.5% ownership interest in Buffalo Grove Towne Center for
$255. This 134,000 square-foot community center is in Buffalo Grove,
Illinois.

     Effective May 5, 1998, in a series of transactions, the Operating
Partnership acquired the remaining 50.1% interest in Rolling Oaks Mall
for 519,889 shares of the Company's common stock, valued at
approximately $17,176. The Operating Partnership issued 519,889 Units to
the Company as consideration for the shares of common stock.

     Effective June 1, 1998, the Operating Partnership sold The
Promenade for $33,500. The sale has been accounted for as an adjustment
to the allocation of the purchase price for the SCA Properties (See below).
Effective June 30, 1998, the Operating Partnership sold Southtown Mall for
$3,250 and recorded a $7,219 loss on the transaction.

     On June 4, 1998, the Operating Partnership, Argo II, an investment
fund established by J.P. Morgan and The O'Connor Group, and Harvard
Private Capital Group ("Harvard") announced that they have collectively
committed to acquire a 44 percent ownership position in Groupe BEG, S.A.
("BEG"). BEG is a fully integrated retail real estate developer, lessor
and manager headquartered in Paris, France. The Operating Partnership
and its affiliated Management Company have contributed $15,000 of equity
capital for a noncontrolling 22% ownership interest and are committed to
an additional investment of $37,500 over the next 12 to 18 months,subject to
certain financial and other conditions. The agreement with BEG is structured 
to allow the Operating Partnership, Argo II and Harvard to collectively 
acquire a controlling interest in BEG over time.

     Pro Forma

     On September 29, 1997, the Operating Partnership completed its cash
tender offer for all of the outstanding shares of beneficial interests
of The Retail Property Trust ("RPT"), a private REIT. RPT owned 98.8% of
Shopping Center Associates ("SCA"), which owned or had interests in
twelve regional malls and one community center, comprising approximately
twelve million square feet of GLA in eight states (the "SCA
Properties"). Following the completion of the tender offer, the SCA
portfolio was restructured. The Operating Partnership exchanged its 50%
interests in two SCA Properties to a third party for similar interests
in two other SCA Properties, in which it had 50% interests, with the
result that SCA then owned interests in a total of eleven Properties.
Effective November 30, 1997, the Operating Partnership also acquired the
remaining 50% ownership interest in another of the SCA Properties. In
addition, an affiliate of the Operating Partnership acquired the
remaining 1.2% interest in SCA. Additionally, on February 2, 1998, the
Operating Partnership sold the community center for $9,550. Also in
1998, as described above, the Operating Partnership sold The Promenade,
another SCA Property. At the completion of these transactions, the
Operating Partnership owns 100% of eight of the nine SCA Properties, and
a noncontrolling 50% ownership interest in the remaining Property. Final
adjustments to the purchase price allocation were not completed at June
30, 1998. While no material changes to the allocation are anticipated,
additional changes will be recorded in 1998.
<Page 07>
     The following unaudited pro forma summary financial information
excludes any extraordinary items and combines the consolidated results
of operations of the Operating Partnership as if the RPT acquisition had
occurred as of January 1, 1997, and was carried forward through June 30, 1997.
Preparation of the pro forma summary information was based upon
assumptions deemed appropriate by the Operating Partnership. The pro forma
summary information is not necessarily indicative of the results which
actually would have occurred if the RPT acquisition had been consummated at
January 1, 1997, nor does it purport to represent the results of
operations for future periods.

                                               Six Months
                                             Ended June 30,
                                                  1997
                                             
Revenue                                           $  558,532
Net income available for Unitholders                         
attributable to:
General Partner                                       44,425
Limited Partners                                      27,800
                                               -------------
  Total                                        $      72,225
                                               ==============
Net income per Unit                           $         0.45
                                               ==============
Net income per Unit - assuming dilution       $         0.45
                                               ==============
Weighted average number of Units outstanding                 
                                                 160,597,521
                                               ==============
Weighted average number of Units outstanding                 
- assuming dilution                              160,972,777

Note 5 - Cash Flow Information

     Cash paid for interest, net of amounts capitalized, during the six
months ended June 30, 1998 was $186,614, as compared to $132,889 for the
same period in 1997. All accrued distributions had been paid as of June
30, 1998 and December 31, 1997. See Notes 4 and 9 for information about
non-cash transactions during the six months ended June 30, 1998.

Note 6 - Per Unit Data

     In accordance with SFAS No. 128 (Earnings Per Share), basic
earnings per Unit is based on the weighted average number of Units
outstanding during the period and diluted earnings per Unit is based on
the weighted average number of Units outstanding combined with the
incremental weighted average Units that would have been outstanding if
all dilutive potential Units would have been converted into Units at the
earliest date possible. The weighted average number of Units used in the
computation for the three-month periods ended June 30, 1998 and 1997 was
176,098,843 and 158,494,224, respectively. The weighted average number
of Units used in the computation for the six-month periods ended June
30, 1998 and 1997 was 174,599,824 and 158,222,077, respectively. The
diluted weighted average number of Units used in the computation for the
three-month periods ended June 30, 1998 and 1997 was 176,441,372 and
158,337,889, respectively. The diluted weighted average number of Units
used in the computation for the six-month periods ended June 30, 1998
and 1997 was 174,989,025 and 158,597,333, respectively. The Operating
Partnership's 4,000,000 Series A preferred Units have not been
considered in the computations of diluted earnings per Unit for any of
the periods presented, as they did not have a dilutive effect. On
November 11, 1997, these Units were converted into 3,809,523 Units.
Accordingly, the increase in weighted average Units outstanding under
the diluted method over the basic method in every period presented for
the Operating Partnership is due entirely to the effect of outstanding
options under the Operating Partnership's Employee Plan and Director
Plan. Basic and diluted earnings were the same for all periods
presented.

Note 7 - Investment in Unconsolidated Entities

     Partnerships and Joint Ventures

     In March 1998, the Operating Partnership transferred its 50%
ownership interest in The Source, an approximately 730,000 square-foot
regional mall, to a newly formed limited partnership in which it has a
50% ownership interest, with the result that the Operating Partnership
now owns an indirect noncontrolling 25% ownership interest in The
Source. In connection with this transaction, the Operating Partnership's
partner in the newly formed limited partnership is entitled to a
preferred return of 8% on its initial capital contribution, a portion of
which was distributed to the Operating Partnership. The Operating
Partnership applied the distribution against its investment in The
Source.
<Page 08>
     Summary financial information of partnerships and joint ventures
accounted for using the equity method of accounting and a summary of the
Operating Partnership's investment in and share of income from such
partnerships and joint ventures follow:

                                           June 30,     December 31,
BALANCE SHEETS                               1998           1997
Assets:                                                             
  Investment properties at cost, net       $3,838,289    $ 2,880,094
  Cash and cash equivalents                    94,019        101,582
  Tenant receivables                           98,891         87,008
  Other assets                                 91,976         71,548
                                           ----------     ----------
   Total assets                            $4,123,175    $ 3,140,232
                                           ==========    ===========
                                                   
Liabilities and Partners' Equity:                                   
  Mortgages and other indebtedness         $2,487,967    $ 1,888,512
  Accounts payable, accrued expenses and                            
other liabilities                             187,562        212,543
                                           ----------     ----------
   Total liabilities                        2,675,529      2,101,055
  Partners' equity                          1,447,646      1,039,177
                                            ---------      ---------
   Total liabilities and partners' equity  $4,123,175    $ 3,140,232
                                           ==========     ==========
The Operating Partnership's Share of:                               
  Total assets                             $1,537,286    $ 1,082,232
                                           ==========     ==========
  Partners' equity                         $  444,197     $  297,866
  Add: Excess Investment (See below)          292,383        293,711
                                           ----------     ----------
  The Operating Partnership's Net                                   
Investment in Joint Ventures               $  736,580   $    591,577

                                    For the three         For the six
                                    months ended         months ended
                                      June 30,             June 30,

STATEMENTS OF OPERATIONS           1998       1997       1998       1997
                                                                          
Revenue:                                                                  
  Minimum rent                   $106,881   $ 53,749   $197,562   $106,204
  Overage rent                      4,988      1,623      7,810      3,314
  Tenant reimbursements            44,782     24,346     86,658     49,578
  Other income                      5,534      5,666     11,220      7,363
                                  -------    -------    -------    -------    
     Total revenue                162,185     85,384    303,250    166,459
                                                                          
Operating Expenses:                                                       
  Operating expenses and other     56,866     30,121    107,503     60,915
  Depreciation and amortization    31,835     17,062     61,625     35,061
                                                                          
                                  -------    -------    -------    -------
     Total operating expenses      88,701     47,183    169,128     95,976
                                                                          
Operating Income                   73,484     38,201    134,122     70,483
Interest Expense                   46,501     20,489     85,178     41,578
Extraordinary Losses                   42        324         42      1,182
                                  -------    -------    -------    -------
Net Income                         26,941     17,388     48,902     27,723
Third Party Investors' Share of                                           
Net Income                         17,207     13,340     34,030     20,377
                                  -------    -------    -------    -------
The Operating Partnership's                                               
Share of Net Income              $  9,734   $  4,048   $ 14,872   $  7,346
Amortization of Excess                                                    
Investment (See below)            (3,417)    (3,062)    (5,402)    (5,969)
                                  =======    =======    =======    =======
Income from Unconsolidated                                                
Entities                         $  6,317     $  986    $ 9,470   $  1,377
<Page 09>
     As of June 30, 1998 and December 31, 1997, the unamortized excess
of the Operating Partnership's investment over its share of the equity
in the underlying net assets of the partnerships and joint ventures
("Excess Investment") was $292,383 and $293,711, respectively. This
Excess Investment, which resulted primarily from the Company's August 9,
1996 acquisition, through merger (the "DRC Merger"), of the national
shopping center business of DeBartolo Realty Corporation ("DRC"), is
being amortized generally over the life of the related Properties.
Amortization included in income from unconsolidated entities for the
three-month periods ended June 30, 1998 and June 30, 1997 was $3,417 and
$3,062, respectively. Amortization included in income from
unconsolidated entities for the six-month periods ended June 30, 1998
and June 30, 1997 was $5,402 and $5,969, respectively.

     The net income or net loss for each partnership and joint venture
is allocated in accordance with the provisions of the applicable
partnership or joint venture agreement. The allocation provisions in
these agreements are not always consistent with the ownership interest
held by each general or limited partner or joint venturer, primarily due
to partner preferences.

     The Management Company

     The Management Company, including its consolidated subsidiaries,
provides management, leasing, development, accounting, legal, marketing
and management information systems services to one wholly-owned
Property, 33 non-wholly owned Properties, Melvin Simon & Associates,
Inc., and certain other nonowned properties. Certain subsidiaries of the
Management Company provide architectural, design, construction,
insurance and other services primarily to certain of the Properties. The
Management Company also invests in other businesses to provide other
synergistic services to the Properties. The Operating Partnership's
share of consolidated net income (loss) of the Management Company, after
intercompany profit eliminations, was ($6,146) and $806 for the three-
month periods ended June 30, 1998 and 1997, respectively, and was
($4,490) and $1,136 for the six-month periods ended June 30, 1998 and
1997, respectively.

Note 8 - Debt

     On June 18, 1998, the Operating Partnership refinanced a $33,878
mortgage on a regional mall Property and recorded a $7,024 extraordinary
gain on the transaction, including debt forgiveness of $5,162 and the
write-off of a premium of $1,862. The new mortgage, which totals
$35,000, bears interest of 7.33% and matures on June 18, 2008. The
retired mortgage bore interest at 9.25% with a maturity of January 1,
2011.

     On June 22, 1998, the Operating Partnership completed the sale of
$1,075,000 of senior unsecured debt securities. The issuance included
three tranches of senior unsecured notes as follows (1) $375,000 bearing
interest at 6.625% and maturing on June 15, 2003 (2) $300,000 bearing
interest at 6.75% and maturing on June 15, 2005 and (3) $200,000 bearing
interest at 7.375% and maturing on June 15, 2018. This offering also
included a fourth tranche of $200,000 of 7.00% Mandatory Par Put
Remarketed Securities ("MOPPRS") due June 15, 2028, which are subject to
redemption on June 16, 2008. The premium received relating to the MOPPRS of
approximately $5,302 is being amortized over the life of the debt securities.
The net proceeds of approximately $1,062,000 were combined with approximately
$40,000 of working capital and used to retire and terminate the $300,000
unsecured revolving credit facility (See Note 4) and to reduce the balance of
the Operating Partnership's $1,250,000 unsecured revolving credit facility
(the "Credit Facility") to $27,000. The Credit Facility has an initial
maturity of September 1999 with an optional one-year extension. The debt
retired had a weighted average interest rate of 6.29%.

     The Operating Partnership has obtained a commitment from The Chase
Manhattan Bank, as administrative agent, for a $1,400,000 unsecured line
of credit (the "Facility") in connection with the Operating
Partnership's pending merger with Corporate Property Investors ("CPI")
(the "CPI Merger") (See Note 12). The Facility, which is scheduled to
close in conjunction with the CPI Merger, will bear interest at LIBOR
plus 65 basis points and will mature at the following intervals (i)
$450,000 on the nine-month anniversary of the closing (ii) $450,000 on
the eighteen-month anniversary of the closing and (iii) $500,000 on the
two-year anniversary of the closing. The Facility will be subject to
covenants and conditions substantially identical to those of the Credit
Facility.

     At June 30, 1998, the Operating Partnership had consolidated debt
of $5,228,015, of which $4,569,953 was fixed-rate debt and $658,062 was
variable-rate debt. The Operating Partnership's pro rata share of
indebtedness of the unconsolidated joint venture Properties as of June
30, 1998 and December 31, 1997 was $1,097,292 and $770,776,
respectively. As of June 30, 1998 and December 31, 1997, the Operating
Partnership had interest-rate protection agreements related to $674,279
and $380,379 of its pro rata share of indebtedness, respectively. The
agreements are generally in effect until the related variable-rate debt
matures. As a result of the various interest rate protection agreements,
consolidated interest savings were $179 and $1,086 for the six months
ended June 30, 1998 and 1997, respectively.
<Page 10>
Note 9- Partners' Equity

     The following table summarizes the change in the Operating
Partnership's partners' equity since December 31, 1997.

<TABLE>
                                                                             
                                                          Unamortized     Total
                      Preferred   General      Limited     Restricted   Partners'
                        Units    Partners      Partners   Stock Award    Equity
                                                                                  
Balance at December    <C>       <C>            <C>         <C>       <C>
31, 1997               $339,061  $1,231,031     $694,437    $(13,230) $2,251,299
                                                                                  
General partner                                                                   
contributions                                                                     
(3,024,846 Units)                    93,321                               93,321
                                                                                  
Units issued in                                                                   
connection with                                                                   
acquisitions                                                                      
(519,889 and                                                                      
2,336,699 Units,                                                                  
respectively)                        17,176       76,114                  93,290
                                                                                  
Stock incentive                                                                   
program (487,498                                                                  
Units, net of                                                                     
forfeitures)                         15,765                  (15,765)         --
                                                                                  
Amortization of stock                                                             
incentive                                                       4,447      4,447
                                                                                  
her (2,900 general
partner Units issued
and 4,780 limited
partner Units redeemed)     134          93        (156)                      71
                                                                                  
Adjustment to                                                                     
allocate net equity                                                               
 of the Operating                                                                 
Partnership                           2,615      (2,615)                      --
                                                                                  
Distributions          (14,668)   (112,030)     (63,727)               (190,425)
                                                                                  
                       --------  ----------   -----------   ----------  ----------
Subtotal                324,527   1,247,971      704,053     (24,548)  2,252,003
                                                                                  
Comprehensive Income:                                                             
                                                                                  
Net income               14,668      51,415       29,579                  95,662
                                                                                  
Unrealized loss on                                                                
investment (1)                        1,631          922                   2,553
                                                                                  
                       --------  ----------  -----------  -----------   ----------
Total Comprehensive                                                               
Income                   14,668      53,046       30,501           --     98,215
                       --------  ----------  -----------  -----------   ----------
Balance at June 30,                                                               
1998                   $339,195 $ 1,301,017    $ 734,554   $ (24,548) $2,350,218
</TABLE>
 (1) Amounts consist of the Company's pro rata share of the unrealized
 gain resulting from the change in market value of 1,408,450 shares of
 common stock of Chelsea GCA Realty, Inc., a publicly traded REIT,
 which the Operating Partnership purchased on June 16, 1997. The
 investment in Chelsea is being reflected in the accompanying
 consolidated condensed balance sheets in other investments.

     Stock Incentive Programs

     In March 1995, an aggregate of 1,000,000 shares of restricted stock
was granted to 50 executives, subject to the performance standards,
vesting requirements and other terms of the Stock Incentive Program.
Prior to the DRC Merger, 2,108,000 shares of DRC common stock were
deemed available for grant to certain designated employees of DRC, also
subject to certain performance standards, vesting requirements and other
terms of DRC's stock incentive program (the "DRC Plan"). In April 1998,
492,478 shares were awarded to executives relating to 1997 performance.
Through June 30, 1998, 1,279,592 shares of common stock of the Company,
net of forfeitures, were deemed earned and awarded under the Stock
Incentive Program and the DRC Plan. Approximately $3,100 and $1,519
relating to these programs were amortized in the three-month periods
ended June 30, 1998 and 1997, respectively and approximately $4,447 and
$3,024 relating to these programs were amortized in the six-month
periods ended June 30, 1998 and 1997, respectively. The cost of
restricted stock grants, based upon the stock's fair market value at the
time such stock is earned, awarded and issued, is charged to
shareholders' equity and subsequently amortized against earnings of the
Operating Partnership over the vesting period.

     Common Stock Issuances
     
     During the second quarter, the Company issued 2,957,335 shares of
its common stock in private offerings generating combined net proceeds
of approximately $91,412. The net proceeds were contributed to the
Operating Partnership in exchange for a like number of Units. The
Operating Partnership used the net proceeds for general working capital
purposes.
<Page 11>
Note 10 - Commitments and Contingencies

          Litigation

     Carlo Angostinelli et al. v. DeBartolo Realty Corp. et al. On
October 16, 1996, a complaint was filed in the Court of Common Pleas of
Mahoning County, Ohio, captioned Carlo Angostinelli et al. v. DeBartolo
Realty Corp. et al. The named defendants are SD Property Group, Inc., a
99%-owned subsidiary of the Company, and DPMI, and the plaintiffs are 27
former employees of the defendants. In the complaint, the plaintiffs
alleged that they were recipients of deferred stock grants under the DRC
Plan and that these grants immediately vested under the DRC Plan's
"change in control" provision as a result of the DRC Merger. Plaintiffs
asserted that the defendants' refusal to issue them approximately
661,000 shares of DRC common stock, which is equivalent to approximately
450,000 shares of common stock of the Company computed at the 0.68
Exchange Ratio used in the DRC Merger, constituted a breach of contract
and a breach of the implied covenant of good faith and fair dealing
under Ohio law. Plaintiffs sought damages equal to such number of shares
of DRC common stock, or cash in lieu thereof, equal to all deferred
stock ever granted to them under the DRC Plan, dividends on such stock
from the time of the grants, compensatory damages for breach of the
implied covenant of good faith and fair dealing, and punitive damages.
The complaint was served on the defendants on October 28, 1996. The
plaintiffs and the Company each filed motions for summary judgment. On
October 31, 1997, the Court entered a judgment in favor of the Company
granting the Company's motion for summary judgment. The plaintiffs have
appealed this judgment and the matter is pending. While it is difficult
for the Company to predict the ultimate outcome of this action, based on
the information known to the Company to date, it is not expected that
this action will have a material adverse effect on the Company.

     Roel Vento et al v. Tom Taylor et al. A subsidiary of the Operating
Partnership a defendant in litigation entitled Roel Vento et al v. Tom
Taylor et al, in the District Court of Cameron County, Texas, in which a
judgment in the amount of $7,800 has been entered against all
defendants. This judgment includes approximately $6,500 of punitive
damages and is based upon a jury's findings on four separate theories of
liability including fraud, intentional infliction of emotional distress,
tortuous interference with contract and civil conspiracy arising out of
the sale of a business operating under a temporary license agreement at
Valle Vista Mall in Harlingen, Texas. The Operating Partnership is
seeking to overturn the award and has appealed the verdict. The
Operating Partnership's appeal is pending. Although the Operating
Partnership is optimistic that it may be able to reverse or reduce the
verdict, there can be no assurance thereof. Management, based upon the
advice of counsel, believes that the ultimate outcome of this action
will not have a material adverse effect on the Operating Partnership.

     The Operating Partnership currently is not subject to any other
material litigation other than routine litigation and administrative
proceedings arising in the ordinary course of business. On the basis of
consultation with counsel, management believes that these items will not
have a material adverse impact on the Operating Partnership's financial
position or results of operations.

Note 11 - New Accounting Pronouncements

     During the second quarter of 1998, the Financial Accounting
Standards Board ("FASB") released EITF 98-9, which clarified its
position relating to the timing of recognizing contingent rent. The
Operating Partnership has adopted this pronouncement prospectively,
beginning May 22, 1998, which did not materially impact the quarterly
financial statements. Management has determined that adopting EITF 98-9
retroactively would not have had a material impact on the financial
statements, nor does management expect the adoption to have a material
impact on the 1998 annual financial statements.

     On June 15, 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, Accounting for Derivative Instruments and Hedging
Activities. The Statement establishes accounting and reporting standards
requiring that every derivative instrument (including certain derivative
instruments embedded in other contracts) be recorded in the balance
sheet as either an asset or liability measured at its fair value. The
Statement requires that changes in the derivative's fair value be
recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a
derivative's gains and losses to offset related results on the hedged
item in the income statement, and requires that a company must formally
document, designate, and assess the effectiveness of transactions that
receive hedge accounting.
     
     Statement 133 will be effective for the Operating Partnership
beginning with the 1999 fiscal year and may not be applied
retroactively. Management does not expect the impact of Statement 133 to
be material to the financial statements. However, the Statement could
increase volatility in earnings and other comprehensive income.
<Page 12>
Note 12 - Proposed Merger with Corporate Property Investors

     On February 19, 1998, the Company and Corporate Property Investors
("CPI") signed a definitive agreement to merge the two companies. The
merger is expected to be completed September of 1998 and
is subject to approval by the shareholders of the Company as well as
customary regulatory and other conditions. A majority of the CPI
shareholders have already approved the transaction. Under the terms of
the agreement, the shareholders of CPI will receive, in a reverse
triangular merger, consideration valued at $179 for each share of CPI
common stock held consisting of $90 in cash, $70 in the Company's common
stock and $19 worth of 6.5% convertible preferred stock. The common
stock component of the consideration is based upon a fixed exchange
ratio using the Company's February 18, 1998 closing price of $33 5/8 per
share, and is subject to a 15% symmetrical collar based upon the price
of the Company's common stock determined at closing. In the event the
Company's common stock price at closing is outside the parameters of the
collar, an adjustment will be made in the cash component of
consideration. The total purchase price, including indebtedness which
would be assumed, is estimated at $5.8 billion.  In anticipation of the
merger, on July 31, 1998, CPI, with the Operating Partnership's assistance,
completed the sale of its General Motors office building in New York, New York
for approximately $800,000.
<Page 13>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

     Certain statements made in this report may constitute "forward-
looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Operating
Partnership to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the following: general
economic and business conditions, which will, among other things, affect
demand for retail space or retail goods, availability and
creditworthiness of prospective tenants, lease rents and the terms and
availability of financing; changes in the real estate and retailing
markets including, among other things, competition with other companies
and technology; risks of real estate development and acquisition;
governmental actions and initiatives; and environmental/safety
requirements.

     Overview

     On September 29, 1997, the Operating Partnership completed its cash
tender offer for all of the outstanding shares of beneficial interests
of The Retail Property Trust ("RPT"). RPT owned 98.8% of Shopping Center
Associates ("SCA"), which owned or had interests in twelve regional
malls and one community center, comprising approximately twelve million
square feet of GLA in eight states. Following the completion of the
tender offer, the SCA portfolio was restructured. The Operating
Partnership exchanged its 50% interests in two SCA properties to a third
party for similar interests in two other SCA properties, in which it had
50% interests, with the result that SCA then owned interests in a total
of eleven properties. Effective November 30, 1997, the Operating
Partnership also acquired the remaining 50% ownership interest in
another of the SCA properties. In addition, an affiliate of the
Operating Partnership acquired the remaining 1.2% interest in SCA. On
February 2, 1998, the Operating Partnership sold the community center
for $9.6 million and on June 1, 1998, the Operating Partnership sold The
Promenade for $33.5 million. At the completion of these transactions,
the Operating Partnership directly or indirectly now owns 100% of eight
of the nine SCA properties, and 50% of the remaining property.

     In addition, the following Property opening and ownership
acquisitions (the "Property Transactions"), collectively, had a notable
impact on the Operating Partnership's results of operations in the
comparative periods. On August 29, 1997, the Operating Partnership
opened the 55%-owned, $89 million phase II expansion of The Forum Shops
at Caesar's. On December 30, 1997, the Operating Partnership acquired
100% of The Fashion Mall at Keystone at the Crossing, a 651,671 square-
foot regional mall, along with an adjacent 29,140 square-foot community
center, in Indianapolis, Indiana for $124.5 million. On January 26,
1998, the Operating Partnership acquired 100% of Cordova Mall in
Pensacola, Florida for approximately $87.3 million. (See "Liquidity and
Capital Resources" for additional information regarding the Cordova Mall
acquisition.)

     Results of Operations

For the Three Months Ended June 30, 1998 vs. the Three Months Ended June
30, 1997

     Total revenue increased $65.3 million or 26.7% for the three months
ended June 30, 1998, as compared to the same period in 1997. This
increase is primarily the result of the RPT acquisition ($38.1 million),
the Property Transactions ($13.8 million) and approximately $2.7 million
realized from marketing initiatives throughout the portfolio from the
Company's new strategic marketing division, Simon Brand Ventures
("SBV"). Excluding these items, total revenues increased $10.8 million,
primarily due to a $3.0 million increase in minimum rent and an $8.1
million increase in other income. The minimum rent increase results from
increased occupancy levels and the replacement of expiring tenant leases
with renewal leases at higher minimum base rents. The $8.1 million
increase in other income is primarily the result of a $6.3 million
increase in interest and dividend income, including a $5.0 million
dividend received from DPMI.

     Total operating expenses increased $34.5 million, or 26.5%, for the
three months ended June 30, 1998, as compared to the same period in
1997. This increase is primarily the result of the RPT acquisition
($20.4 million) and the Property Transactions ($9.2 million). Excluding
these transactions, total operating expenses increased $4.9 million,
primarily due to a $3.2 million increase in depreciation and
amortization and a $1.9 million increase in repairs and maintenance.

     Interest expense increased $25.4 million, or 37.9% for the three
months ended June 30, 1998, as compared to the same period in 1997. This
increase is primarily a result of the RPT acquisition ($18.2 million),
the Property Transactions ($4.0 million), and incremental interest on
borrowings under the Credit Facility to acquire the IBM Properties ($3.8
million) and the Chelsea stock ($0.7 million). Excluding these
transactions, interest expense has decreased $1.3 million, primarily
resulting from a decrease in the weighted average interest rates on
consolidated indebtedness and reductions in indebtedness from capital
raised in common and preferred stock offerings.
<Page 14>
     The $7.2 million loss on the sale of an asset in 1998 is the result
of the July 1, 1998, sale of Southtown Mall for $3.3 million.

     Income (loss) from unconsolidated entities decreased from $1.8
million in 1997 to $0.2 million in 1998, resulting from a decrease in
the Operating Partnership's share of income from the Management Company
($7.0 million), partially offset by an increase in its share of income
from partnerships and joint ventures ($5.3 million). The decrease in
Management Company income includes a $5.0 million dividend declared by
DPMI, substantially all of which went to the Operating Partnership, and
a $2.4 million increase in salaries and wages, including the vesting of
the restricted stock awards. The increase in the Operating Partnership's
share of income from partnerships and joint ventures is primarily the
result of the unconsolidated joint-venture Properties opened or acquired
since June 30, 1997 ($6.8 million) including $4.2 million from the IBM
Properties.

     The $7.0 million extraordinary gain in 1998 is the result of a gain
on forgiveness of debt of $5.2 and the write-off of the premium on such
indebtedness $1.8 million.

     Net income was $50.5 million for the three months ended June 30,
1998, as compared to $46.9 million for the same period in 1997,
reflecting an increase of $3.6 million, for the reasons discussed above,
and was allocated to the Company based on the Company's preferred unit
preference and ownership interest in the Operating Partnership during
the period.

For the Six Months Ended June 30, 1998 vs. the Six Months Ended June 30,
1997

     Total revenue increased $123.2 million or 25.3% for the six months
ended June 30, 1998, as compared to the same period in 1997. This
increase is primarily the result of the RPT acquisition ($74.5 million),
the Property Transactions ($24.2 million) and approximately $6.2 million
realized from SBV marketing initiatives. Excluding these items, total
revenues increased $18.2 million, primarily due to a $7.4 million
increase in minimum rent and a $10.5 million increase in other income.
The minimum rent increase results from increased occupancy levels and
the replacement of expiring tenant leases with renewal leases at higher
minimum base rents. The increase in other income includes a $7.8 million
increase in interest and dividend income, including a $5.0 million
dividend received from DPMI.

     Total operating expenses increased $70.4 million, or 27.0%, for the
six months ended June 30, 1998, as compared to the same period in 1997.
This increase is primarily the result of the RPT acquisition ($40.7
million) and the Property Transactions ($14.9 million). Excluding these
transactions, total operating expenses increased $14.8 million,
primarily due to an $9.2 million increase in depreciation and
amortization, a $2.2 million increase in advertising and promotion and a
$2.1 million increase in repairs and maintenance.

     Interest expense increased $49.4 million, or 36.6% for the six
months ended June 30, 1998, as compared to the same period in 1997. This
increase is primarily as a result of the RPT acquisition ($37.0 million)
and the Property Transactions ($8.7 million), and incremental interest
on borrowings under the Credit Facility to acquire the IBM Properties
($5.1 million) and the Chelsea stock ($1.4 million). Excluding these
transactions, interest expense has decreased $2.8 million, primarily
resulting from a decrease in the weighted average interest rates on
consolidated indebtedness and reductions in indebtedness from capital
raised in common and preferred stock offerings.

     The $7.2 million loss on the sale of an asset in 1998 is the result
of the July 1, 1998, sale of Southtown Mall for $3.3 million.

     Income (loss) from unconsolidated entities increased from $2.5
million in 1997 to $5.0 million in 1998, resulting from an increase in
the Operating Partnership's share of income from partnerships and joint
ventures ($8.1 million), partially offset by a decrease in its share of
income from the Management Company ($5.6 million). The increase in the
Operating Partnership's share of income from partnerships and joint
ventures is primarily from the unconsolidated joint-venture Properties
opened or acquired since June 30, 1997 ($9.3 million) including $5.1
million from the IBM Properties. The decrease in Management Company
income includes a $5.0 million dividend declared by DPMI substantially
all of which went to the Operating Partnership.

     The $7.0 million extraordinary gain in 1998 is the result of a gain
on forgiveness of debt of $5.2 and the write-off of the premium on such
indebtedness $1.8 million. The $24.7 million loss from extraordinary
items in 1997 is the result of the acquisition of the contingent
interest feature on four loans for $21.0 million and write-off of
mortgage costs associated with early extinguishments of debt.
<Page 15>
     Net income was $95.7 million for the six months ended June 30,
1998, as compared to $66.8 million for the same period in 1997,
reflecting an increase of $28.9 million, primarily for the reasons
discussed above, and was allocated to the Company based on the Company's
preferred unit preference and ownership interest in the Operating
Partnership during the period.

     New Accounting Pronouncement

     During the second quarter of 1998, the Financial Accounting
Standards Board released EITF 98-9, which clarified its position
relating to the timing of recognizing contingent rent. The Operating
Partnership has adopted this pronouncement prospectively, beginning May
22, 1998, which did not materially impact the quarterly financial
statements. Management has determined that adopting EITF 98-9
retroactively would not have had a material impact on the financial
statements, nor does management expect the adoption to have a material
impact on the 1998 annual financial statements. Management estimates the
negative impact on earnings for the third quarter of 1998 to be
approximately $6.0 million.

     Liquidity and Capital Resources

     As of June 30, 1998, the Operating Partnership's balance of
unrestricted cash and cash equivalents was $103.4 million. In addition
to its cash balance, the Operating Partnership has a $1.25 billion
unsecured revolving credit facility (the "Credit Facility") which had
$1,221.8 million available after outstanding borrowings and letters of
credit at June 30, 1998. The Company and the Operating Partnership also
have access to public equity and debt markets. The Company has an equity
shelf registration statement currently effective, under which $950
million in equity securities may be issued, and the Operating
Partnership has a debt shelf registration statement currently effective,
under which $850 million in debt securities may be issued.

     Management anticipates that cash generated from operating
performance will provide the necessary funds on a short- and long-term
basis for its operating expenses, interest expense on outstanding
indebtedness, recurring capital expenditures, and distributions to
shareholders in accordance with REIT requirements. Sources of capital
for nonrecurring capital expenditures, such as major building
renovations and expansions, as well as for scheduled principal payments,
including balloon payments, on outstanding indebtedness are expected to
be obtained from: (i) excess cash generated from operating performance;
(ii) working capital reserves; (iii) additional debt financing; and (iv)
additional equity raised in the public markets.

     Sensitivity Analysis
     
     The Operating Partnership's future earnings, cash flows and fair
values relating to financial instruments is dependent upon prevalent
market rates of interest, such as LIBOR. Based upon consolidated
indebtedness and interest rates at June 30, 1998, a 1% increase in the
market rates of interest would decrease future earnings and cash flows
by approximately $3.1 million per year, and would decrease the fair
value of debt by approximately $706 million. A 1% decrease in the market
rates of interest would increase future earnings and cash flows by
approximately $3.5 million per year, and would increase the fair value
of debt by approximately $968 million.
     
     Financing and Debt
     
     At June 30, 1998, the Operating Partnership had consolidated debt
of $5,228 million, of which $4,570 million is fixed-rate debt bearing
interest at a weighted average rate of 7.27% and $658 million is
variable-rate debt bearing interest at a weighted average rate of 6.47%.
As of June 30, 1998, the Operating Partnership had interest rate
protection agreements related to $542.4 million of consolidated variable-
rate debt. The Operating Partnership's hedging activity as a result of
these interest rate protection agreements resulted in net interest costs
of $14 thousand for the three months ended June 30, 1998 compared to
interest savings of $473 thousand for the same period in 1997. Interest
savings were $179 thousand and $1,086 thousand for the six months ended
June 30, 1998 and 1997, respectively. The Operating Partnership's
hedging activities did not materially impact its weighted average
borrowing rates.

     Scheduled principal payments of consolidated indebtedness over the
next five years is $1,744 million, with $3,486 million thereafter, which
excludes the $2 million net discount on indebtedness. The Company's
ratio of consolidated debt-to-market capitalization was 46.0% at both
June 30, 1998 and December 31, 1997.

     On June 22, 1998, the Operating Partnership completed the sale of
$1.075 billion of senior unsecured debt securities. The issuance
included three tranches of senior unsecured notes as follows (1) $375
million bearing interest at 6.625% and maturing on June 15, 2003 (2)
$300 million bearing interest at 6.75% and maturing on June 15, 2005 and
(3) $200 million bearing interest at 7.375% and maturing on June 15,
2018. This offering also included a fourth tranche of $200 million of
7.00% Mandatory Par Put Remarketed Securities due June 15, 2028, which
are subject to redemption on June 16, 2008. The net proceeds of
approximately $1.062 billion were combined with $40 million of working
capital and used to retire and terminate the Operating Partnership's
$300 million unsecured revolving credit facility and to reduce the
balance of the Operating Partnership's Credit Facility to $27 million.
The Credit Facility has an initial maturity of September 1999, which the
Operating Partnership may, at its option, extend for up to one year. The
debt retired had a weighted average interest rate of 6.29%.
<Page 16>
     On June 18, 1998, the Operating Partnership refinanced a $33.9
million mortgage on a regional mall Property and recorded a $7.0 million
extraordinary gain, including debt forgiveness of $5.2 million and the
write-off of a premium of $1.8 million. The new mortgage, which totals
$35 million, bears interest of 7.33% and matures on June 18, 2008. The
retired mortgage bore interest at 9.25% with a maturity of January 1,
2011.

     The Operating Partnership has obtained a commitment from The Chase
Manhattan Bank, as administrative agent, for a $1.4 billion unsecured
line of credit (the "Facility") in connection with the pending CPI
Merger. The Facility, which is scheduled to close in conjunction with
the CPI Merger, will bear interest at LIBOR plus 65 basis points and
will mature at the following intervals (i) $450 million on the nine-
month anniversary of the closing (ii) $450 million on the eighteen-month
anniversary of the closing and (iii) $500 million on the two-year
anniversary of the closing. The Facility will be subject to covenants
and conditions substantially identical to those of the Credit Facility.
     
     During the second quarter, the Company issued 2,957,335 shares of
its common stock in private offerings generating aggregate net proceeds
of approximately $91.4 million. The net proceeds were contributed to the
Operating Partnership in exchange for a like number of Units. The
Operating Partnership used the net proceeds for general working capital
purposes.

     Acquisitions and Dispositions

     Management continues to actively review and evaluate a number of
individual property and portfolio acquisition opportunities. Management
believes that funds on hand, and amounts available under the Credit
Facility, together with the net proceeds of public and private offerings
of debt and equity securities are sufficient to finance likely
acquisitions. No assurance can be given that the Operating Partnership
will not be required to, or will not elect to, even if not required to,
obtain funds from outside sources, including through the sale of debt or
equity securities, to finance significant acquisitions, if any.

     On January 26, 1998, the Operating Partnership acquired Cordova
Mall in Pensacola, Florida for approximately $87.3 million, which
included the assumption of a $28.9 million mortgage, which was later
retired, and the issuance of 1,713,016 Units, valued at approximately
$55.5 million. This 874,000 square-foot regional mall is wholly-owned by
the Operating Partnership.

     On January 30, 1998, the Operating Partnership acquired additional
15% ownership interests in Lakeline Mall and Lakeline Plaza for Units
valued at approximately $6.3 million. On April 30, 1998 the Operating
Partnership acquired additional 10% ownership interests in Lakeline Mall
and Lakeline Plaza for 127,756 Units valued at approximately $4.2
million. On July 31, 1998, the Operating Partnership acquired another 5%
ownership of both Lakeline Mall and Lakeline Plaza for $2.1 million in
cash. These acquisitions have increased the Operating Partnership's
ownership interest in each of these Properties to a noncontrolling 80%.
     
     On February 27, 1998, the Operating Partnership, in a joint venture
partnership with Macerich, acquired a portfolio of twelve regional malls
and two community centers comprising approximately 10.7 million square
feet of GLA at a purchase price of $974.5 million, including the
assumption of $485.0 million of indebtedness. The Operating Partnership
and Macerich, as noncontrolling 50/50 partners in the joint venture,
were each responsible for one half of the purchase price, including
indebtedness assumed and each assumed leasing and management
responsibilities for six of the regional malls and one community center.
The Operating Partnership funded its share of the cash portion of the
purchase price using borrowings from a new $300 million unsecured
revolving credit facility, which bore interest at LIBOR plus 0.65% and
had a maturity of August 27, 1998.

     On April 15, 1998, the Operating Partnership purchased the
remaining 7.5% ownership interest in Buffalo Grove Towne Center for $255
thousand.

     Effective May 5, 1998, in a series of transactions, the Operating
Partnership acquired the remaining 50.1% interest in Rolling Oaks Mall
for 519,889 shares of the Company's common stock, valued at
approximately $17.2 million. The Operating Partnership issued 519,889
Units to the Company as consideration for the shares of common stock.
<Page 17>
     Effective June 1, 1998, the Operating Partnership sold The
Promenade for $33.5 million. No gain or loss was recognized on this
transaction. Effective June 30, 1998, the Operating Partnership sold
Southtown Mall for $3.3 million and recorded a $7.2 million loss on the
transaction.

     Portfolio Restructuring. As a continuing part of the Operating
Partnership's long-term strategic plan, management is evaluating the
potential sale of the Operating Partnership's non-retail holdings, along
with a number of retail assets that are no longer aligned with the
Operating Partnership's strategic criteria.

     Development, Expansions and Renovations. The Operating Partnership
is involved in several development, expansion and renovation efforts.

     In March 1998, the Operating Partnership opened the approximately
$13.3 million Muncie Plaza in Muncie, Indiana. The Operating Partnership
owns 100% of this 196,000 square foot community center. In addition,
phase I of the approximately $34 million Lakeline Plaza opened in April
1998 in Austin, Texas. Phase II of this 360,000 square-foot community
center is scheduled to open in 1999. Each of these new community centers
is adjacent to an existing regional mall in the Operating Partnership's
portfolio.

     Construction continues on the following development projects: The
Shops at Sunset Place, an approximately $150 million destination-
oriented retail and entertainment project containing approximately
510,000 square feet of GLA is scheduled to open in December 1998 in
South Miami, Florida and Concord Mills, an approximately $218 million,
50%-owned value-oriented super regional mall project, is scheduled to
open in the fall of 1999 in Concord (Charlotte), North Carolina.

     In addition, the Operating Partnership is in the final stages of
predevelopment on Houston Premium Outlets in Houston, Texas and The
Shops at North East Plaza in Hurst, Texas. Houston Premium Outlets is
the Operating Partnership's first project in its joint venture
partnership with Chelsea GCA to develop premium manufacturers' outlet
shopping centers. This 50%-owned 462,000 square foot center is scheduled
to begin construction in August 1998 and open in September 1999. The
Shops at North East Plaza is a 320,000 square-foot community center
project adjacent to North East Mall. This wholly-owned project is
scheduled to begin construction this fall, with a fall 1999 opening
date.

     On June 4, 1998, the Operating Partnership, Argo II, an investment
fund established by J.P. Morgan and The O'Connor Group, and Harvard
Private Capital Group ("Harvard") announced that they have collectively
committed to acquire a 44 percent ownership position in Groupe BEG, S.A.
("BEG"). BEG is a fully integrated retail real estate developer, lessor
and manager headquartered in Paris, France. The Operating Partnership
and its affiliated Management Company have contributed $15.0 million of
equity capital for a noncontrolling 22% ownership interest and are
committed to an additional investment of $37.5 million over the next 12
to 18 months, subject to certain financial and other conditions. The 
agreement with BEG is structured to allow the Operating Partnership,
 Argo II and Harvard to collectively gain a controlling interest in BEG 
over time.

     A key objective of the Operating Partnership is to increase the
profitability and market share of its Properties through the completion
of strategic renovations and expansions. The Operating Partnership's
share of projected costs to fund all renovation and expansion projects
in 1998 is approximately $300 million. It is anticipated that the cost
of these projects will be financed principally with the Credit Facility,
project-specific indebtedness, access to debt and equity markets, and
cash flows from operations. The Operating Partnership currently has 18
expansion and/or redevelopment projects under construction and in the
preconstruction development stage with targeted 1998 completion dates
and an additional five with 1999 completion dates. Included in
consolidated investment properties at June 30, 1998 is approximately
$243 million of construction in progress, with another $80.3 million in
the unconsolidated joint venture investment properties.

     Distributions. During 1998, on each of January 23, April 23, and
July 22, the Operating Partnership declared distributions of $0.5050 per
Unit payable to Unitholders of record on February 6, 1998, May 8, 1998
and August 6, 1998, respectively. All of such dividends have been paid.
The current annual distribution rate is $2.02 per Unit. Future
distributions will be determined based on actual results of operations
and cash available for distribution. In addition, preferred dividends of
$1.0938 per Series B preferred Unit and $1.9725 per Series C preferred
Unit were paid during the first six months of 1998.
<Page 18>
     Investing and Financing Activities

     In March 1998, the Operating Partnership transferred its 50%
ownership interest in The Source, an approximately 730,000 square-foot
regional mall, to a newly formed limited partnership in which it has a
50% ownership interest, with the result that the Operating Partnership
now owns an indirect noncontrolling 25% ownership interest in The
Source. In connection with this transaction, the Operating Partnership's
partner in the newly formed limited partnership is entitled to a
preferred return of 8% on its initial capital contribution, a portion of
which was distributed to the Operating Partnership. The Operating
Partnership applied the distribution against its investment in The
Source.

     Cash used in investing activities for the six months ended June 30,
1998 of $227.2 million is primarily the result of acquisitions of $243.4
million, $126.8 million of capital expenditures and $17.0 million of
investments in and advances to the Management Company, partially offset
by the net proceeds of $46.1 million from the sales of Sherwood Gardens,
The Promenade and Southtown Mall and net distributions from
unconsolidated entities of $106.9 million, which includes $52.1 million
associated with the refinancing of Randall Park Mall and $33.4 million
from The Source transactions described above. The $17.0 million
investment in the Management Company is primarily the $15.0 million
investment in Group BEG described earlier. Acquisitions include $240.3
million for the acquisition of the IBM Properties and $2.7 million for
the acquisition of Cordova Mall. Capital expenditures include
development costs of $32.9 million, including $25.9 million at The Shops
at Sunset Place. Also included in capital expenditures is renovation and
expansion costs of approximately $72.3 million, including, $16.4 million,
and $5.8 million at Prien Lake Mall and Richardson Square, respectively,
and tenant costs and other operational capital expenditures of approximately
$21.6 million.

     Cash flows from financing activities for the six months ended June
30, 1998 was $7.8 million and includes net proceeds from sales of common
stock ($92.4 million) contributed from the Company in exchange for a
like number of Units and net borrowings of $112.2 million primarily used
to fund 1998 acquisition and development activity, partially offset by
distributions of $196.8 million.

     EBITDA-Earnings from Operating Results before Interest, Taxes,
Depreciation and Amortization

     Management believes that there are several important factors that
contribute to the ability of the Operating Partnership to increase rent
and improve profitability of its shopping centers, including aggregate
tenant sales volume, sales per square foot, occupancy levels and tenant
costs. Each of these factors has a significant effect on EBITDA.
Management believes that EBITDA is an effective measure of shopping
center operating performance because: (i) it is industry practice to
evaluate real estate properties based on operating income before
interest, taxes, depreciation and amortization, which is generally
equivalent to EBITDA; and (ii) EBITDA is unaffected by the debt and
equity structure of the property owner. EBITDA: (i) does not represent
cash flow from operations as defined by generally accepted accounting
principles; (ii) should not be considered as an alternative to net
income as a measure of operating performance; (iii) is not indicative of
cash flows from operating, investing and financing activities; and (iv)
is not an alternative to cash flows as a measure of liquidity.

     Total EBITDA for the Properties increased from $419.2 million for
the six months ended June 30, 1997 to $591.3 million for the same period
in 1998, representing a 41.1% increase. This increase is primarily
attributable to the RPT acquisition ($59.7 million), the IBM Properties
($27.9 million) and the other Properties opened or acquired during 1997
and 1998 ($54.3 million). During this period operating profit margin
increased from 64.1% to 64.7%. Excluding the newly opened or acquired
Properties, operating profit margin would be 64.5%.

     FFO-Funds from Operations

     FFO, as defined by the National Association of Real Estate
Investment Trusts, means the consolidated net income of the Operating
Partnership and its subsidiaries without giving effect to depreciation
and amortization, gains or losses from extraordinary items, gains or
losses on sales of real estate, gains or losses on investments in
marketable securities and any provision/benefit for income taxes for
such period, plus the allocable portion, based on the Operating
Partnership's ownership interest, of funds from operations of
unconsolidated joint ventures, all determined on a consistent basis in
accordance with generally accepted accounting principles. Management
believes that FFO is an important and widely used measure of the
operating performance of REITs which provides a relevant basis for
comparison among REITs. FFO is presented to assist investors in
analyzing the performance. The Operating Partnership's method of
calculating FFO may be different from the methods used by other REITs.
FFO: (i) does not represent cash flow from operations as defined by
generally accepted accounting principles; (ii) should not be considered
as an alternative to net income as a measure of operating performance or
to cash flows from operating, investing and financing activities; and
(iii) is not an alternative to cash flows as a measure of liquidity.
<Page 19>
     The following summarizes FFO and reconciles income before
extraordinary items to FFO for the periods presented:
                             For the Three Months   For the Six Months
                                Ended June 30,        Ended June 30,
                                  1998      1997      1998       1997
(In thousands)                                                         
FFO                             $115,957  $ 93,285   $224,864  $181,224
                                ========  ========   ========  ========
Reconciliation:                                                        
Income before extraordinary                                            
items                           $ 43,514  $ 48,413   $ 88,638  $ 91,475
Plus:                                                                  
Depreciation and amortization                                          
from consolidated Properties      58,082    43,774    116,161    87,086
The Operating Partnership's                                            
share of depreciation and                                              
amortization and extraordinary                                         
items from unconsolidated                                              
affiliates                        16,304     9,152     31,108    18,010
Loss on the sale of real estate    7,219        --      7,219        --
Less:                                                                  
Gain on the sale of real estate       --        17         --      (20)
Minority interest portion of                                           
depreciation, amortization and                                         
extraordinary items              (1,828)   (1,664)    (3,594)   (2,514)
Preferred distributions          (7,334)   (6,407)   (14,668)  (12,813)
                                     ---                               
                                 -------   -------    -------   -------
FFO                             $115,957  $ 93,285   $224,864  $181,224

     Portfolio Data

     The following statistics exclude Charles Towne Square, Richmond
Town Square and Mission Viejo Mall, which are all undergoing extensive
redevelopments. The value-oriented super-regional mall category consists
of Arizona Mills, Grapevine Mills and Ontario Mills.

     Aggregate Tenant Sales Volume. For the six months ended June 30,
1998 compared to the same period in 1997, total reported retail sales at
mall and freestanding GLA owned by the Operating Partnership ("Owned
GLA") in the regional malls and value-oriented super-regional malls, and
all reporting tenants at community shopping centers increased $1,298
million or 44.7% from $2,902 million to $4,200 million, primarily as a
result of the RPT acquisition, the IBM Properties and other Property
additions to the portfolio ($1,210 million), increased productivity of
our existing tenant base and an overall increase in occupancy. Retail
sales at Owned GLA affect revenue and profitability levels because they
determine the amount of minimum rent that can be charged, the percentage
rent realized, and the recoverable expenses (common area maintenance,
real estate taxes, etc.) the tenants can afford to pay.

     Occupancy Levels. Occupancy levels for Owned GLA at mall and
freestanding stores in the regional malls increased from 85.2% at June
30, 1997, to 87.0% at June 30, 1998. Occupancy levels for value-oriented
super-regional malls was 95.1% at June 30, 1998. Occupancy levels for
community shopping centers decreased from 92.4% at June 30, 1997, to
90.5% at June 30, 1998. Owned GLA has increased 17.4 million square feet
from June 30, 1997, to June 30, 1998, primarily as a result of the RPT
acquisition, the acquisition of the IBM Properties, Cordova Mall,
Dadeland Mall, The Fashion Center at Keystone at the Crossing and the
openings of Arizona Mills, Grapevine Mills, The Source, Muncie Plaza and
Lakeline Plaza, partially offset by the sales The Promenade and
Southtown Mall.

     Average Base Rents. Average base rents per square foot of mall and
freestanding Owned GLA at regional malls increased 10.3%, from $20.94 at
June 30, 1997 to $23.10 for the same period in 1998. Average base rents
per square foot of Owned GLA at value-oriented super-regional malls was
$16.12 at June 30, 1998 and average base rents of Owned GLA in the
community shopping centers decreased 3.6%, from $7.75 at June 30, 1997
to $7.47 for the same period in 1998.
<Page 20>
     Inflation
     
     Inflation has remained relatively low during the past few years and
has had a minimal impact on the operating performance of the Properties.
Nonetheless, substantially all of the tenants' leases contain provisions
designed to lessen the impact of inflation. Such provisions include
clauses enabling the Operating Partnership to receive percentage rentals
based on tenants' gross sales, which generally increase as prices rise,
and/or escalation clauses, which generally increase rental rates during
the terms of the leases. In addition, many of the leases are for terms
of less than ten years, which may enable the Operating Partnership to
replace existing leases with new leases at higher base and/or percentage
rentals if rents of the existing leases are below the then-existing
market rate. Substantially all of the leases, other than those for
anchors, require the tenants to pay a proportionate share of operating
expenses, including common area maintenance, real estate taxes and
insurance, thereby reducing the Operating Partnership's exposure to
increases in costs and operating expenses resulting from inflation.

     However, inflation may have a negative impact on some of the
Operating Partnership's other operating items. Interest and general and
administrative expenses may be adversely affected by inflation as these
specified costs could increase at a rate higher than rents. Also, for
tenant leases with stated rent increases, inflation may have a negative
effect as the stated rent increases in these leases could be lower than
the increase in inflation at any given time.

     Year 2000 Costs

     Management continues to assess the impact of the year 2000 Issue on
its reporting systems and operations. The Year 2000 Issue exists because
many computer systems and applications abbreviate dates by eliminating
the first two digits of the year, assuming that these two digits would
always be "19". Unless corrected, this shortcut would cause problems
when the century date occurs. On that date, some computer programs may
misinterpret the date January 1, 2000 as January 1, 1900. This could
cause systems to incorrectly process critical financial and operational
information, or stop processing altogether.

     To help facilitate the Operating Partnership's continued growth,
substantially all of the computer systems and applications in use in its
home office in Indianapolis have been, or are in the process of being,
upgraded and modified. The Operating Partnership is of the opinion that,
in connection with those upgrades and modifications, it has addressed
applicable Year 2000 Issues as they might affect the computer systems
and applications located in its home office. The Operating Partnership
continues to evaluate what effect, if any the Year 2000 Issue might have
at its portfolio properties. The Operating Partnership anticipates that
the process of reviewing this issue at the portfolio properties and the
implementation of solutions to any Year 2000 Issue which it may discover
will require the expenditure of sums which the Operating Partnership
does not expect to be material. Management expects to have all systems
appropriately modified before any significant processing malfunctions
could occur and does not expect the Year 2000 Issue will materially
impact the financial condition or operations of the Operating
Partnership.

     Definitive Merger Agreement

     On February 19, 1998, the Company and Corporate Property Investors
("CPI") signed a definitive agreement to merge the two companies. The
merger is expected to be completed in September of 1998 and is
subject to approval by the shareholders of the Company as well as
customary regulatory and other conditions. A majority of the CPI
shareholders have already approved the transaction. Under the terms of
the agreement, the shareholders of CPI will receive, in a reverse
triangular merger, consideration valued at $179 for each share of CPI
common stock held consisting of $90 in cash, $70 in the Company's common
stock and $19 worth of 6.5% convertible preferred stock. The common
stock component of the consideration is based upon a fixed exchange
ratio using the Company's February 18, 1998 closing price of $33 5/8 per
share, and is subject to a 15% symmetrical collar based upon the price
of the Company's common stock determined at closing. In the event the
Company's common stock price at closing is outside the parameters of the
collar, an adjustment will be made in the cash component of
consideration. The total purchase price, including indebtedness which
would be assumed, is estimated at $5.8 billion.  In anticipation of the merger,
on July 31, 1998, CPI, with the Operating partnership's assistance, 
completed the sale of its General Motors office building in New York,
New York for approximately $800 million.

     Seasonality

     The shopping center industry is seasonal in nature, particularly in
the fourth quarter during the holiday season, when tenant occupancy and
retail sales are typically at their highest levels. In addition,
shopping malls achieve most of their temporary tenant rents during the
holiday season. As a result of the above, earnings are generally highest
in the fourth quarter of each year.
<Page 21>
Part II - Other Information

     Item 1:  Legal Proceedings

          None.

     Item 6:  Exhibits and Reports on Form 8-K

         (a) Exhibits
         
         None.
         

          (b) Reports on Form 8-K
         
         None.
<Page 22>         
                               SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                    SIMON DEBARTOLO GROUP, L.P.
                                    By: Simon DeBartolo Group Inc.
                                     General Partner

Date: August 14, 1998                 /s/ John Dahl
                                      ------------------
                                       John Dahl,
                                       Senior Vice President and
                                       Chief Accounting Officer
                                       (Principal Accounting Officer)

<Page 23>