UNITED
STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, 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 March 31, 2001 SIMON PROPERTY
  GROUP, L.P.(Exact name of registrant as specified in
  its charter)Delaware(State of incorporation or organization)33-11491(Commission File No.)34-1755769(I.R.S. Employer Identification No.)National City Center115 West Washington Street, Suite 15 EastIndianapolis, Indiana  46204(Address of principal executive offices)(317) 636-1600(Registrant's telephone number, including
  area code)
  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   ý      NO     ̈   SIMON PROPERTY GROUP, L.P.

FORM 10-Q

INDEX



Part
  I - Financial InformationItem
  1:  Financial StatementsCondensed Consolidated
  Balance Sheets as of March 31, 2001 and December 31, 2000Condensed
  Consolidated Statements of Operations for the three-month periods ended March
  31, 2001 and 2000Condensed
  Consolidated Statements of Cash Flows for the three-month periods ended March
  31, 2001 and 2000Notes
  to Unaudited Condensed Consolidated Financial StatementsItem
  2:  Management's Discussion and
  Analysis of Financial Condition and Results of OperationsItem
  3: Qualitative and Quantitative Disclosure About Market RiskPart II - Other InformationItems 1 through
  6SignatureSimon Property Group, L.P.Condensed Consolidated
Balance Sheets

(Dollars in thousands)

March 31,
  2001
  December 31,
  2000ASSETS:Investment properties, at cost
  $12,879,785
  $12,883,471Less  accumulated
  depreciation
  1,538,500
  1,471,17811,341,285
  11,412,293Cash and cash equivalents
  124,137
  209,755Tenant receivables and accrued
  revenue, net
  255,422
  294,775Notes and advances receivable
  from Management Company and affiliates
  214,584
  182,401Note receivable from the SRC
  Operating Partnership (Interest at 8%, due 2009)
  1,432
  29,425Investment in unconsolidated
  entities, at equity
  1,321,520
  1,308,838Goodwill, net
  38,091
  38,384Deferred costs and other assets,
  net
  250,290
  240,578Minority interest
  44,211
  42,377Total assets
  $13,590,972
  $13,758,826LIABILITIES:Mortgages and other indebtedness
  $8,747,218
  $8,728,582Accrued dividends
  19,293
  18,266Accounts payable and accrued
  expenses
  414,395
  437,860Cash distributions and losses in
  partnerships and joint ventures, at equity
  47,157
  44,634Other liabilities
  141,249
  227,083Total liabilities
  9,369,312
  9,456,425COMMITMENTS
  AND CONTINGENCIES (Note 9)PARTNERS'
  EQUITY:Preferred units, 22,082,902 and
  22,049,570 units outstanding, respectively. Liquidationvalues
  $1,059,917 and $1,058,950, respectively
  1,029,521
  1,028,435General Partners, 170,764,946
  and 170,274,816 units outstanding, respectively
  2,401,118
  2,451,452Limited Partners, 64,932,560 and
  64,966,226 units outstanding, respectively
  913,014
  935,321Note receivable from SPG
  (Interest at 7.8%, due 2009)
  (92,825)
  (92,825)Unamortized restricted stock
  award
  (29,168)
  (19,982)Total partners'
  equity
  4,221,660
  4,302,401Total liabilities
  and partners' equity
  $13,590,972
  $13,758,826The accompanying notes are an integral part of these
statements.




Simon Property Group, L.P.Condensed Consolidated
Statements of Operations



(Dollars
in thousands, except per unit amounts)


For the Three Months Ended March 31,2001
  2000REVENUE:Minimum rent
  $304,174
  $293,574Overage rent
  9,869
  12,009Tenant reimbursements
  147,109
  143,254Other income
  26,057
  24,628Total revenue
  487,209
  473,465EXPENSES:Property operating
  78,064
  74,647Depreciation and amortization
  105,558
  97,552Real estate taxes
  52,070
  47,600Repairs and maintenance
  19,585
  19,392Advertising and promotion
  13,647
  15,878Provision for credit losses
  2,959
  2,175Other
  6,893
  7,620Total operating expenses
  278,776
  264,864OPERATING
  INCOME
  208,433
  208,601INTEREST
  EXPENSE
  157,924
  158,684INCOME
  BEFORE MINORITY INTEREST
  50,509
  49,917MINORITY
  INTEREST
  (2,238)
  (2,434)GAIN
  ON SALES OF ASSETS, NET
  2,711
  7,096INCOME
  BEFORE UNCONSOLIDATED ENTITIES
  50,982
  54,579INCOME
  FROM UNCONSOLIDATED ENTITIES
  11,742
  17,330INCOME
  BEFORE EXTRAORDINARY ITEMS AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE
  62,724
  71,909EXTRAORDINARY
  ITEMS - DEBT RELATED TRANSACTIONS
  (25)
  (440)CUMULATIVE
  EFFECT OF ACCOUNTING CHANGE (Note 5)
  (1,638)
  (12,311)NET
  INCOME
  61,061
  59,158PREFERRED
  UNIT REQUIREMENT
  (19,431)
  (19,372)NET
  INCOME AVAILABLE TO UNITHOLDERS
  $41,630
  $39,786NET
  INCOME AVAILABLE TO UNITHOLDERS ATTRIBUTABLE TO:General Partners:SPG (Managing General
  Partner)
  $10,026
  $9,716SPG Properties and SD
  Property Group
  20,113
  19,084Limited Partners
  11,491
  10,986Net income
  $41,630
  $39,786BASIC
  AND DILUTED EARNINGS PER UNIT:Income before extraordinary
  items and cumulative effect of accounting change
  $0.19
  $0.22Extraordinary items
  --
  --Cumulative effect of accounting
  change
  (0.01)
  (0.05)Net income
  $0.18
  $0.17Net Income
  $61,061
  $59,158Cumulative effect of accounting change
  (1,995)
  -Unrealized loss on interest rate hedge
  agreements
  (6,204)
  -Net losses on derivative instruments
  reclassified from accumulated other comprehensive             income into interest
  expense
  758
  -Unrealized loss on investment
  -
  (1,057)Comprehensive Income
  $53,620
  $58,101The accompanying notes are an integral part of these
statements.




Simon Property Group, L.P.Condensed Consolidated
Statements of Cash Flows



(Dollars
in thousands)


For
  the Three Months Ended March 31,2001
  2000CASH
  FLOWS FROM OPERATING ACTIVITIES:Net income
  $61,061
  $59,158Adjustments to reconcile net income
  to net cash providedby operating
  activitiesDepreciation and
  amortization
  108,193
  100,908Extraordinary items
  25
  440Gain on sales of assets,
  net
  (2,711)
  (7,096)Cumulative effect of
  accounting change
  1,638
  12,311Straight-line rent
  (3,241)
  (4,459)Minority interest
  2,238
  2,434Equity in income of
  unconsolidated entities
  (11,742)
  (17,330)Changes in assets and liabilitiesTenant receivables and
  accrued revenue
  46,551
  52,194Deferred costs and other
  assets
  (9,940)
  6,815Accounts payable, accrued
  expenses and other liabilities
  (96,592)
  (98,652)Net cash provided by
  operating activities
  95,480
  106,723CASH
  FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
  (74,411)
  (103,279)Cash from mergers, acquisitions and
  consolidation of joint ventures, net
  41
  --Net proceeds from sale of assets
  19,550
  19,217Investments in unconsolidated
  entities
  (13,591)
  (71,344)Distributions from unconsolidated
  entities
  41,107
  71,607Investment in and advances (to) /
  from the Management Company and affiliate
  (32,183)
  10,002Loan to the SRC Operating
  Partnership
  4,121
  (4,641)Net cash used in investing
  activities
  (55,366)
  (78,438)CASH
  FLOWS FROM FINANCING ACTIVITIES:Partnership contributions
  515
  (41)Partnership distributions
  (137,471)
  (140,441)Minority interest distributions,
  net
  (4,072)
  (4,345)Mortgage and other note proceeds,
  net of transaction costs
  577,540
  693,175Mortgage and other note principal
  payments
  (562,244)
  (615,431)Net cash used in financing
  activities
  (125,732)
  (67,083)DECREASE
  IN CASH AND CASH EQUIVALENTS
  (85,618)
  (38,798)CASH
  AND CASH EQUIVALENTS, beginning of period
  209,755
  153,743CASH
  AND CASH EQUIVALENTS, end of period
  $124,137
  $114,945The accompanying notes are an integral part of these
statements.



SIMON PROPERTY GROUP, L.P.

Notes to Unaudited Condensed
Consolidated Financial Statements

(Dollars
in thousands, except per unit amounts and where indicated as in billions)

Note 1  Organization

Simon
Property Group, L.P. (the SPG Operating Partnership), a Delaware limited partnership,
is a majority owned subsidiary of Simon Property Group, Inc. (SPG), a
Delaware corporation. SPG is a self-administered and self-managed real estate
investment trust (REIT) under the Internal Revenue Code of 1986, as amended
(the Code). Each share of common stock of SPG is paired (Paired Shares)
with a beneficial interest in 1/100th of a share of common stock of
SPG Realty Consultants, Inc., also a Delaware corporation (SRC and together
with SPG, the Companies). Units of ownership interest (Units) in the SPG
Operating Partnership are paired (Paired Units) with a Unit in SPG Realty
Consultants, L.P. (the SRC Operating Partnership and together with the SPG
Operating Partnership, the Operating Partnerships). The SRC Operating Partnership
is the primary subsidiary of SRC.

The
SPG 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. As of
March 31, 2001, the SPG Operating Partnership owned or held an interest in 249
income-producing properties, which consisted of 163 regional malls, 72
community shopping centers, five specialty retail centers, four office and
mixed-use properties and five value-oriented super-regional malls in 36 states
(the Properties) and five additional retail real estate properties operating
in Europe. The SPG Operating Partnership also owned an interest in two
properties currently under construction and 11 parcels of land held for future
development, which together with the Properties are hereafter referred to as
the Portfolio Properties. The SPG Operating Partnership also holds
substantially all of the economic interest in M.S. Management Associates, Inc.
(the Management Company). Effective January 1, 2001, the Management Company
elected to become a taxable REIT subsidiary (TRS).

The
Companies have recently formed Simon Brand Ventures, LLC (SBV), a business to
consumer initiative, and Simon Business Network (SBN), a business to business
initiative, to continue to expand upon certain mall marketing initiatives to
take advantage of the SPG Operating Partnerships size and tenant
relationships, primarily through strategic corporate alliances. SBV is focused
on leveraging the SPG Operating Partnerships 100 million unique shoppers and
their 2 billion annual shopping visits to contribute to the SPG Operating
Partnerships second-curve revenue strategy. 
The SBV concept and initiatives were started in 1997 to create a new
medium for connecting consumers with retailers and sponsors by developing a
combination of shopping, entertainment and community.  SBN is focused on leveraging the SPG Operating Partnerships
assets to create new businesses which will drive greater value to its Portfolio
Properties, retailers and other developers and generate new sources of revenue
for the SPG Operating Partnership. 
SBNs strategy is to provide a competitively valued, broad-based
offering of products and services via a unique and dominant
business-to-business marketplace and service network focused on the real estate
industry and their tenants.  SBV has
also entered into cost sharing arrangements with the Management Company similar
to those of the SPG Operating Partnership. 
Effective January 1, 2001, the SPG Operating Partnership purchased SBV
from SRC at approximately its carrying value utilizing the intercompany
note.  Effective March 31, 2001, the SPG
Operating Partnership purchased clixnmortar.com, a technology venture of the
Companies, from the SRC Operating Partnership at its carrying value utilizing
the inter-company note. The SPG Operating Partnership subsequently contributed
clixnmortar.com to the Management Company in exchange for preferred stock of
the Management Company.

Note 2 - Basis of Presentation

The
accompanying 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 necessary
for fair presentation, consisting of only normal recurring adjustments, have
been included. The results for the interim period ended March 31, 2001 are not
necessarily indicative of the results to be obtained for the full fiscal year.
These unaudited financial statements have been prepared in accordance with the
accounting policies described in the SPG Operating Partnerships annual report
on Form 10-K for the year ended December 31, 2000, except for the change in
accounting policy discussed in Note 5, and should be read in conjunction
therewith.

The
accompanying condensed consolidated financial statements of the SPG Operating
Partnership include all accounts of all entities owned or controlled by the SPG
Operating Partnership. All significant intercompany amounts have been
eliminated.

Net
operating results of the SPG Operating Partnership are allocated after
preferred distributions, based on its partners weighted average ownership
interests during the period. SPGs weighted average direct and indirect
ownership interest in the SPG Operating Partnership for the three-month periods
ended March 31, 2001 and 2000 was 
72.4%.

Certain
reclassifications of prior period amounts have been made in the financial
statements to conform to the 2001 presentation. These reclassifications have no
impact on the net operating results previously reported.

Note 3 -  Per Unit
Data

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 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 following table
sets forth the computation for the SPG Operating Partnerships basic and
diluted earnings per Unit.

For
  the Quarter Ended March 31,2001
  2000Income before
  extraordinary items, cumulative effect of accounting change and after the
  preferred unit requirement
  $43,293
  $52,537Extraordinary items
  (25)
  (440)Cumulative effect of
  accounting change
  (1,638)
  (12,311)Net Income available
  to Unitholders
  $41,630
  $39,786Weighted Average Units
  Outstanding  Basic
  235,271,163
  236,995,130Effect of stock
  options
  176,954
  45,264Weighted Average Units
  Outstanding  - Diluted
  235,448,117
  237,040,394For
  the Quarter Ended March 31,2001
  2000Basic and Diluted Per Unit:Income
  before extraordinary items, cumulative effect of accounting change and after
  the preferred unit requirement
  $0.19
  $0.22Extraordinary
  items
  --
  --Cumulative
  effect of accounting change
  (0.01)
  (0.05)Net
  Income available to Unitholders
  $0.18
  $0.17Preferred
Units issued and outstanding during the comparative periods did not have a
dilutive effect on earnings per Unit. Paired Units held by limited partners in
the Operating Partnerships may be exchanged for Paired Shares, on a one-for-one
basis in certain circumstances. If exchanged, the paired Units would not have a
dilutive effect.

Note 4 - Cash Flow Information

Cash
paid for interest, net of amounts capitalized, during the three months ended
March 31, 2001 was $149,349 as compared to $154,712 for the same period in
2000. See Notes 1 and 8 for information about non-cash transactions during the
three months ended March 31, 2001.

Note 5 - Cumulative Effect of Accounting Change

On
January 1, 2001 the SPG Operating Partnership adopted SFAS 133  Accounting for Derivative Instruments and
Hedging Activities, as amended in June of 2000 by SFAS 138, Accounting for
Derivative Instruments and Hedging Activities.  SFAS 133, as amended, establishes accounting and reporting
standards for derivative instruments and requires the SPG Operating Partnership
to record on the balance sheet all derivative instruments at fair value and to
recognize certain non-cash changes in these fair values either in the income
statement or other comprehensive income, as appropriate under SFAS 133.  SFAS 133 currently impacts the accounting
for the SPG Operating Partnerships interest rate and foreign currency rate
risk protection agreements.

On
adoption of SFAS 133, the SPG Operating Partnership recorded the difference
between the fair value of the derivative instruments and the previous carrying
amount of those derivatives on its condensed consolidated balance sheet in net
income or other comprehensive income, as appropriate, as the cumulative effect
of a change in accounting principle in accordance with APB 20 Accounting
Changes.   On adoption, the SPG
Operating Partnerships net fair value of derivatives was ($2.0) million, of
which $3.1 million was recorded in other liabilities and $1.1 million was
recorded in other assets. In addition, $2.0 million of unrecognized loss was
recorded in other comprehensive income as a cumulative effect of accounting
change and an expense of $1.6 million was recorded as a cumulative effect of
accounting change in the statement of operations, which includes the SPG
Operating Partnerships $1.4 million share of joint venture cumulative effect
of accounting change.  The joint venture
cumulative effect of accounting change was recorded in investment in
unconsolidated entities.

Within
the next twelve months, the SPG Operating Partnership expects to reclassify to
earnings approximately $2.8 million of expense of the current balance held in
accumulated other comprehensive income. 
Amounts included in these reclassifications attributable to joint
ventures and minority interests were not material.  The amount of hedge ineffectiveness recorded during the three
months ended March 31, 2001 was not material.

The
following table summarizes the notional and fair values of the SPG Operating
Partnerships derivative instruments as of March 31, 2001, in millions:

Hedge
  Type
  Index
  Notional
  Amount
  Interest
  Rate Range
  Maturity
  Range
  Fair
  ValueConsolidated:Interest Rate Swaps
  1
  month LIBOR
  $100.0
  5.80%-7.24%
  9/01-12/04
  ($1.9)Interest Rate Caps
  1
  or 3 month LIBOR
  191.0
  6.40%-16.77%
  9/01-1/05
  0.0Interest Rate Cap -
  Collar
  3
  month LIBOR
  85.0
  5.89%
  5/04
  0.6Interest Rate Floor -
  Collar
  3
  month LIBOR
  85.0
  5.89%
  5/04
  (2.9)($4.2)Cross-Currency
  Interest Rate Swap
  1
  month EURIBOR and Euros
  30.0EUR
  7.75%
  / 0.94 EUR
  7/03
  ($3.4)($7.6)Joint Ventures:Interest Rate Caps
  1
  or 3 month LIBOR
  $930.9
  7.70%-11.83%
  1/02
   5/06
  0.2

As
of March 31, 2001, the SPG Operating Partnership has recorded derivatives at
their fair values of $0.6 million included in other assets and $8.2 million
included in other liabilities.  The SPG
Operating Partnerships exposure to market risk due to changes in interest
rates primarily relates to the SPG Operating Partnerships long-term debt
obligations. Through its risk management strategy, the SPG Operating
Partnership manages exposure to interest rate market risk by a combination of
interest rate protection agreements to effectively fix or cap a portion of
variable rate debt and by refinancing fixed rate debt at times when rates and
terms are appropriate. The SPG Operating Partnership is also exposed to foreign
currency risk on financings of certain foreign operations.  To manage foreign currency exchange rate
risk as part of its risk management strategy, the SPG Operating Partnership has
also entered into a foreign currency forward contract. The SPG Operating
Partnerships intent is to offset gains and losses that occur on the underlying
exposures, with gains and losses on the derivative contracts hedging these
exposures.  The SPG Operating
Partnership does not enter into either interest rate protection or foreign
currency rate protection agreements for speculative purposes.

Accounting
Policies for Derivatives

In
the normal course of business, the SPG Operating Partnership uses a variety of
derivative financial instruments to manage, or hedge, interest rate and foreign
currency risk and records all derivatives on the balance sheets at fair
value.  The SPG Operating Partnership
may enter into derivative contracts relating to either wholly owned or joint
venture properties.  The SPG Operating
Partnership requires that hedging derivative instruments are effective in
reducing the risk exposure that they are designated to hedge. For derivative
instruments associated with the hedge of an anticipated transaction, hedge
effectiveness criteria also require that it be probable that the underlying
transaction occurs.  The SPG Operating
Partnership may hedge its exposure to the variability in future cash flows for
anticipated transactions over a maximum period of 12 months.  Any instrument that meets these hedging
criteria is formally designated as a hedge at the inception of the derivative
contract.  When the terms of an
underlying transaction are modified resulting in some ineffectiveness, the portion
of the change in the derivative fair value related to ineffectiveness from
period to period will be included in net income. If any derivative instrument
used for risk management does not meet the hedging criteria then it is
marked-to-market each period, however, the SPG Operating Partnership intends
for all derivative transactions to meet all the hedge criteria and qualify as
hedges.

On
an ongoing quarterly basis, the SPG Operating Partnership adjusts its balance
sheet to reflect current fair market value of its derivatives.  Changes in the fair value of derivatives are
to be recorded each period in earnings or comprehensive income, depending on
whether the derivative is designated and effective as part of a hedged
transaction, and on the type of hedge transaction.  To the extent that the change in value of a derivative does not
perfectly offset the change in value of the instrument being hedged, the
ineffective portion of the hedge is immediately recognized in earnings. Over
time, the unrealized gains and losses held in accumulated other comprehensive
income will be reclassified to earnings. 
This reclassification occurs when the hedged items are also recognized
in earnings.  Interest rate
differentials that arise under interest rate swap contracts are settled
periodically based upon the terms of the contract and are recognized in
interest expense over the life of the contracts.  The SPG Operating Partnership has a policy of only entering into
contracts with major financial institutions based upon their credit ratings and
other factors.

To
determine the fair values of derivative instruments, the SPG Operating
Partnership uses a variety of methods and assumptions that are based on market
conditions and risks existing at each balance sheet date.  For most derivatives, standard market
conventions and techniques such as discounted cash flow analysis, option
pricing models, and termination cost are used to determine fair value. All
methods of assessing fair value result in a general approximation of value, and
such value may never actually be realized.

Note 6 - Investment in Unconsolidated Entities

Summary financial information of
  the SPG Operating Partnerships investment in partnerships and joint ventures
  accounted for using the equity method of accounting and a summary of the SPG
  Operating Partnerships investment in and share of income from such
  partnerships and joint ventures follow:March 31,
  December 31,BALANCE SHEETS
  2001
  2000Assets:Investment properties
  at cost, net
  $6,540,715
  $6,563,470Cash and cash
  equivalents
  197,160
  191,687Tenant receivables
  160,778
  165,583Other assets
  283,171
  278,294Total assets
  $7,181,824
  $7,199,034Liabilities and Partners'
  Equity:Mortgages and other
  notes payable
  $5,171,151
  $5,135,488Accounts payable,
  accrued expenses and other liabilities
  323,595
  348,375Total liabilities
  5,494,746
  5,483,863Partners' equity
  1,687,078
  1,715,171Total liabilities and partners'
  equity
  $7,181,824
  $7,199,034The SPG Operating
  Partnerships Share of:Total assets
  $2,922,656
  $2,924,666Partners equity
  $655,950
  $672,593Add: Excess Investment
  555,747
  558,675The SPG Operating
  Partnerships net Investment in Joint Ventures
  $1,211,697
  $1,231,268For the three Months Ended
  March 31,STATEMENTS OF OPERATIONS
  2001
  2000Revenue:Minimum rent
  $198,518
  $180,799Overage rent
  5,806
  5,844Tenant reimbursements
  96,868
  91,534Other income
  11,611
  8,723Total revenue
  312,803
  286,900Operating Expenses:Operating expenses and other
  117,099
  109,101Depreciation and amortization
  60,499
  55,650Total operating expenses
  177,598
  164,751Operating Income
  135,205
  122,149Interest Expense
  94,744
  84,408Income Before Cumulative
  Effect of Accounting Change (IBC)
  40,461
  37,741Cumulative Effect of
  Accounting Change
  (2,883)
  (3,955)Net Income
  $37,578
  $33,786Third-Party Investors' Share
  of IBC
  26,440
  22,866The SPG Operating
  Partnerships Share of IBC
  $14,021
  $14,875Amortization of Excess
  Investment
  4,946
  5,273Income from Unconsolidated
  Entities
  $9,075
  $9,602The
SPG Operating Partnerships share of consolidated net income of the Management
Company, after intercompany profit eliminations, was $2,667 and $7,728  for the three-month periods ended March 31,
2001 and 2000, respectively. .  The SPG
Operating Partnerships net investment in the Management Company was $62,666
and $32,936 as of March 31, 2001 and December 31, 2000, respectively.

Note 7 - Debt

At
March 31, 2001, of the SPG Operating Partnerships consolidated debt $6,574,674
was fixed-rate debt and $2,172,544 was variable-rate debt. The SPG Operating
Partnerships pro rata share of indebtedness of the unconsolidated joint
venture Properties as of March 31, 2001 was $2,179,390.

On
January 11, 2001, the SPG Operating Partnership issued $500,000 of unsecured
debt to institutional investors pursuant to Rule 144A in two tranches.  The first tranche is $300,000 bearing an
interest rate of 7 3/8% due January 20, 2006 and the second tranche is $200,000
bearing an interest rate of 7 3/4% due January 20, 2011.  The net proceeds of the offering were used
to repay the remaining portion of the indebtedness under the CPI Merger
Facility due March 24, 2001 and to repay a portion of the CPI Merger Facility
due September 24, 2001.

Note 8  Partners Equity

During
the first quarter of 2001, 474,625 Paired Shares of restricted stock were
deemed earned and awarded under The Simon Property Group 1998 Stock Incentive
Plan (the 1998 Plan), adopted by the SPG Operating Partnership and SPG,  at a value of $25.85 per Paired Share.  The cost of restricted stock grants is based
upon the stocks fair market value at the time such stock is earned, awarded
and issued and is charged to shareholders equity and subsequently amortized
against earnings of the SPG Operating Partnership over the vesting period.  In addition, 1,032,583 stock options to
purchase Paired Shares were granted on the same day under the 1998 Plan.

As
of March 31, 2001, $7.4 million of accumulated other comprehensive income is
included in Partners Equity, of which $5.4 million is included in General
Partners equity and $2.0 million is included in Limited Partners equity.  Accumulated other comprehensive income
consists of unrealized losses on derivative instruments as of March 31,
2001.  There was no accumulated other
comprehensive income as of December 31, 2000.

Note 9 - Commitments and Contingencies

Litigation

Triple Five
of Minnesota, Inc., a Minnesota corporation, v. Melvin Simon, et. al.On
or about November 9, 1999, Triple Five of Minnesota, Inc. (Triple Five)
commenced an action in the District Court for the State of Minnesota, Fourth
Judicial District, against, among others, Mall of America, certain members of
the Simon family and entities allegedly controlled by such individuals, and the
SPG Operating Partnership. Two transactions form the basis of the complaint:
(i) the sale by Teachers Insurance and Annuity Association of America of
one-half of its partnership interest in Mall of America Company and
Minntertainment Company to the SPG Operating Partnership and related entities
(the Teachers Sale); and (ii) a financing transaction involving a loan in the
amount of $312,000 obtained from The Chase Manhattan Bank (Chase) that is
secured by a mortgage placed on Mall of Americas assets (the Chase
Mortgage).

The
complaint, which contains twelve counts, seeks remedies of damages, rescission,
constructive trust, accounting, and specific performance. Although the
complaint names all defendants in several counts, the SPG Operating Partnership
is specifically identified as a defendant in connection with the Teachers Sale.

The
SPG Operating Partnership has agreed to indemnify Chase and other nonparties to
the litigation that are related to the offering of certificates secured by the
Chase Mortgage against, among other things, (i) any and all litigation expenses
arising as a result of litigation or threatened litigation brought by Triple
Five, or any of its owners or affiliates, against any person regarding the
Chase Mortgage, the Teachers Sale, any securitization of the Chase Mortgage or
any transaction related to the foregoing and (ii) any and all damages, awards,
penalties or expenses payable to or on behalf of Triple Five (or payable to a
third party as a result of such partys obligation to pay Triple Five) arising
out of such litigation. These indemnity obligations do not extend to
liabilities covered by title insurance.

The
SPG Operating Partnership believes that the Triple Five litigation is without
merit and intends to defend the action vigorously. The SPG Operating
Partnership believes that neither the Triple Five litigation nor any potential
payments under the indemnity, if any, will have a material adverse effect on the
SPG Operating Partnership. Given the early stage of the litigation it is not
possible to provide an assurance of the ultimate outcome of the litigation or
an estimate of the amount or range of potential loss, if any.

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., an indirect 99%-owned subsidiary
of SPG, and DeBartolo Properties Management, Inc., a subsidiary of the
Management Company, 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 DeBartolo Realty Corporation (DRC) Stock
Incentive Plan (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
542,000 shares of DRC common stock, which is equivalent to approximately
370,000 Paired Shares 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
plaintiffs and the defendants each filed motions for summary judgment. On
October 31, 1997, the Court of Common Pleas entered a judgment in favor of the
defendants granting their motion for summary judgment. The plaintiffs appealed
this judgment to the Seventh District Court of Appeals in Ohio. On August 18,
1999, the District Court of Appeals reversed the summary judgement order in
favor of the defendants entered by the Common Pleas Court and granted
plaintiffs cross motion for summary judgement, remanding the matter to the
Common Pleas Court for the determination of plaintiffs damages. The defendants
petitioned the Ohio Supreme Court asking that they exercise their discretion to
review and reverse the Appellate Court decision, but the Ohio Supreme court did
not grant the petition for review. The case was remanded to the Court of Common
Pleas of Mahoning County, Ohio, to conduct discovery relevant to each
plaintiffs damages and the counterclaims asserted by the SPG Operating
Partnership. The Trial Court referred these matters to a Magistrate. Plaintiffs
filed a Supplemental Motion for Summary Judgement on the question of damages.  The Magistrate ruled on the counterclaims
and found in Defendants favor on one of them. On December 27, 2000, the Trial
Court rendered judgment for the plaintiffs in the combined total amount of
approximately $12,000, which includes a set-off of approximately $2,000 with
impact to two of the plaintiffs. Defendants have appealed this judgment and
plaintiffs have cross-appealed.  The
judgment has accrued interest at 10% per annum from and after December 27, 2000.  Those appeals are pending before the
District Court of Appeals and there can be no execution upon the judgment while
the appeals are pending.  The SPG
Operating Partnership recorded a $12,000 loss in the third quarter of 1999
related to this litigation as an unusual item.

Roel
Vento et al v. Tom Taylor et al.An
affiliate of the SPG Operating Partnership is 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 was 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,
tortious 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 SPG Operating Partnership appealed the verdict
and on May 6, 1999, the Thirteenth Judicial District (Corpus Christi) of the
Texas Court of Appeals issued an opinion reducing the trial court verdict to
$3,364 plus interest. The SPG Operating Partnership filed a petition for a writ
of certiorari to the Texas Supreme Court requesting that they review and
reverse the determination of the Appellate Court. The Texas Supreme Court
granted certiorari and heard oral arguments on October 4, 2000.  On April 26, 2001, the Texas Supreme Court
rendered a unanimous 9-0 opinion against the Ventos and ordered that they take
nothing from the Simon defendants. Plaintiffs have the opportunity to file a
motion for reconsideration on or before May 11, 2001. Plaintiffs have since
filed a Request for Extension of Time, which if granted by the Court, would
postpone the deadline until June 11, 2001. The Court has not yet ruled on
Plaintiff's request for an extension.

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

Note 10 -
Real Estate Disposals

During
the first quarter of 2001, the SPG Operating Partnership sold its ownership
interests in one regional mall, one community center, and one office building,
for a combined gross sales price of $20.3 million.  These sales resulted in a net combined gain of $2.7 million.

On December 28, 2000, Montgomery
Ward LLC and certain of its related entities (Ward) filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code.   In late February 2001, a limited liability
company, Kimsward LLC (Kimsward), was formed to designate persons or entities
to whom the Ward real estate assets will be sold.  These transactions are subject to Bankruptcy Court approval.  The Management Companys interest in
Kimsward is 18.5% and its cash investment in Kimsward was $9.2 million as of
March 31, 2001.  No equity in earnings
from Kimsward LLC were recognized during the first quarter of 2001.  Subsequent to March 31, 2001, an additional
$2.8 million was invested in Kimsward.

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

You
should read the following discussion in conjunction with the financial
statements and notes thereto that are included in this Form 10-Q. Certain
statements made in this report may constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause our actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.  These 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; adverse changes in the real estate markets
including, among other things, competition with other companies and technology;
risks of real estate development and acquisition; governmental actions and
initiatives; substantial indebtedness; conflicts of interests; maintenance of
REIT status; and environmental/safety requirements.  We undertake no duty or obligation to update or revise these
forward-looking statements, whether as a result of new information, future
developments, or otherwise.

Overview

Who
we are - Simon Property Group, L.P. (the SPG Operating Partnership), a
Delaware limited partnership, is a majority owned subsidiary of Simon Property
Group Inc. (SPG), a Delaware corporation. SPG is a self-administered and
self-managed real estate investment trust (REIT). Each share of common stock
of SPG is paired with a beneficial interest in 1/100th of a share of
common stock of SPG Realty Consultants, Inc., also a Delaware corporation
(SRC and together with SPG, the Companies). Units of partnership interests
(Units) in the SPG Operating Partnership are paired with a Unit in SPG Realty
Consultants, L.P. (the SRC Operating Partnership). The SRC Operating
Partnership is the primary subsidiary of SRC. In this report, the terms we,
us and our refer to the SPG Operating Partnership and its subsidiaries.

The
following Property acquisitions and openings (the Property Transactions)
impacted our consolidated results of operations in the comparative periods. In
May 2000, we opened Orlando Premium Outlots and in November 2000, we opened
Arundel Mills.

Results of Operations

Three Months Ended March 31, 2001 vs. Three Months Ended
March 31, 2000

Operating
income in 2001 was flat as compared to 2000. 
This resulted primarily from a $10.7 million increase in minimum rents,
excluding our business to business and business to consumer initiatives, and a
$9.9 million increase in consolidated revenues realized from our business to
business and business to consumer initiatives, partially offset by a $8.9
million increase in depreciation and amortization, a $3.7 million decrease in
operating income due to the impact of property disposals, a $2.0 million
decrease in land sales, a $1.5 million increase in administrative costs
previously recognized on SRC related to Simon Brand Ventures,  and a $2.1 million decrease in overage
rents.  The increase in minimum rent
primarily results from increased occupancy levels and the replacement of
expiring tenant leases with renewal leases at higher minimum base rents.  The increase in business initiative revenues
include $5.6 million from a contract termination payment.  The increase in depreciation and
amortization is primarily due to an increase in depreciable real estate
realized through renovation and expansion activities.

Income
from unconsolidated entities decreased $5.6 million in 2001, resulting from a
$5.1 million decrease in income from the Management Company and a $0.5 million
decrease in income from unconsolidated partnerships and joint ventures. The
decrease in Management Company income is primarily the result of a decrease in
fee revenues and income tax benefits. 
The decrease in joint venture income is primarily related to technology
start up activities of MerchantWired, LLC.

During
the first quarter of 2001 we recorded a $1.6 million expense as a cumulative
effect of accounting change, which includes our $1.4 million share from
unconsolidated entities, due to the adoption of  SFAS 133  Accounting for Derivative
Instruments and Hedging Activities, as amended.  See Note 5 of the Notes to Unaudited Condensed Consolidated
Financial Statements included in Item 1 of this Form 10-Q for a discussion of
the cumulative effect of accounting change. 
During the first quarter of 2000 we recorded a $12.3 million expense as
a cumulative effect of accounting change, which includes our $1.8 million share
from unconsolidated entities,  due to
the adoption of Staff Accounting Bulletin No. 101, which addressed certain
revenue recognition policies, including the accounting for overage rent by a
landlord.

The
$2.7 million net gain on the sales of assets in 2001 results from the sale of
our interests in one regional mall, one community center, and an office
building for a gross sales price of approximately $20.3 million. In 2000, we
recognized a net gain of $7.1 million on the sale of one regional mall.

Net
income  was $61.1 million for the three
months ended March 31, 2001, which reflects a $1.9 million or 3.2% increase
over 2000, primarily for the reasons discussed above. Net income was allocated
to the partners of the SPG Operating Partnership based on their preferred Unit
preferences and weighted average ownership interests in the SPG Operating
Partnerships during the period.

Preferred
distributions of the SPG Operating Partnership represent distributions on
preferred Units.

Liquidity and Capital Resources

As
of March 31, 2001, our balance of unrestricted cash and cash equivalents was
$124.1 million, including $42.5 million related to our gift certificate
program, which we do not consider available for general working capital
purposes.  We have a $1.25 billion
unsecured revolving credit facility (the Credit Facility) which had available
credit of $598.5 million at March 31, 2001. The Credit Facility bears interest
at LIBOR plus 65 basis points and has an initial maturity of August 2002, with
an additional one-year extension available at our option. SPG and the SPG
Operating Partnership also have access to public equity and debt markets.  Our current corporate bond ratings are Baa1
by Moodys Investors Service and BBB+ by Standard & Poors.

We
anticipate that cash generated from operating performance will provide the
funds we need on a short- and long-term basis for 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:

           excess cash generated from operating
performance
                        working capital reserves
                        additional debt financing
                        additional equity raised in the public markets

Financing
and Debt

At
March 31, 2001, we had consolidated debt of $8.7 billion, of which $6.6 billion
was fixed-rate debt, bearing interest at a weighted average rate of 7.3% and
$2.1 billion was variable-rate debt bearing interest at a weighted average rate
of 6.2%. As of March 31, 2001, we had interest rate protection agreements
related to consolidated variable-rate debt with a total carrying amount of
$404.2 million. Our interest rate protection agreements did not materially
impact interest expense or weighted average borrowing rates for the three
months ended March 31, 2001 or 2000.

Our
share of total scheduled principal payments of mortgage and other indebtedness,
including unconsolidated joint venture indebtedness over the next five years is
$6.8 billion, with $4.0 billion thereafter. Our ratio of consolidated
debt-to-market capitalization was 55.5% and 57.0% at March 31, 2001 and
December 31, 2000, respectively.

See
Note 7 of the Notes to Unaudited Condensed Consolidated Financial Statements
included in Item 1 of this Form 10-Q for a discussion of the unsecured debt
issued on January 11, 2001.

Acquisitions

We
continue to review and evaluate acquisition opportunities. We believe, however,
that due to the rapid consolidation of the regional mall business, coupled with
the current status of the capital markets, that acquisition activity in the
near term will be a less significant component of our growth strategy. We
believe that funds on hand and amounts available under our Credit Facility
provide the means to finance certain acquisitions. No assurance can be given
that we 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.

Dispositions

During the first quarter of 2001,
we sold our interests in one regional mall, one community center, and one
office building for a combined gross sales price of $20.3 million, resulting in
a net combined gain of $2.7 million. The net proceeds of approximately $19.6
million, were used for general working capital purposes.

In
addition to the Property sales described above, as a continuing part of our
long-term strategic plan, management continues to pursue the sale of its
remaining non-retail holdings and a number of retail assets that are no longer
aligned with our strategic criteria, including four community centers currently
under contract for sale. We expect the sale prices of its non-core assets, if
sold, will not differ materially from the carrying value of the related assets.

Development Activity

New
Developments.
Development activities are an ongoing part of our business. During 2000, we
opened two new Properties aggregating approximately 1.7 million square feet of
GLA. In total, we invested approximately $179.6 million on new developments in
2000. With fewer new developments currently under construction, we expect 2001
development costs to be approximately $76.2 million.

Strategic
Expansions and Renovations.One
of our key objectives is to increase the profitability and market share of the
Properties through the completion of strategic renovations and expansions.
During 2000, we invested approximately $201.6 million on redevelopment projects
and completed five major redevelopment projects, which added approximately 1.2
million square feet of GLA to the Portfolio. We have a number of renovation
and/or expansion projects currently under construction, or in preconstruction
development and expect to invest approximately $121.0 million on redevelopment
in 2001.

International
Expansion. The SPG Operating
Partnership and the Management Company have a 29% ownership interest in
European Retail Enterprises, B.V. (ERE) and Groupe BEG, S.A. (BEG),
respectively, which are accounted for using the equity method of accounting.
BEG and ERE are fully integrated European retail real estate developers,
lessors and managers. Our total cash investment in ERE and BEG at March 31,
2001 was approximately $46.3 million, with commitments for an additional $16.6
million, subject to certain performance and other criteria, including our
approval of development projects. The agreements with BEG and ERE are
structured to allow us to acquire an additional 25% ownership interest over
time. As of March 31, 2001, BEG and ERE had three Properties open in Poland and
two in France.

Technology
Initiatives.We continue to
evolve our technology initiatives through our association with several third
party participants. Through MerchantWired LLC, we are creating, along with all
the other leading retail real estate developers, a full service retail
infrastructure company that provides retailers across the country access to a
high speed, highly reliable and secure broadband network. Through our clixnmortar subsidiary, we have formed an alliance
with Found Inc, to build an infrastructure for retailers where shoppers can
identify merchandise on line that is actually in inventory at a store and
initiate a transaction either at the store or online. We own an approximately
53% noncontrolling interest in MerchantWired LLC and accounts for it using the
equity method of accounting. In addition, in 2000 we joined with other leading
real estate companies across a broad range of property sectors to form
Constellation Real Technologies, which is designed to form, incubate and
sponsor real estate-related Internet, e-commerce and technology enterprises;
acquire interests in existing best of breed companies; and act as a
consolidator of real estate technology across property sectors.  In September
2000, Constellation announced its initial investment of $25.0 million in
FacilityPro.com, a business-to-business electronic marketplace designed for the
efficient procurement of facilities products and services.  Our share of this investment is $2.5
million.

These
activities may generate losses in the initial years of operation, while
programs are being developed and customer bases are being established. We
expect to continue to invest in these programs over the next two years and
together with the other members of MerchantWired, LLC have guaranteed our pro
rata share of equipment lease payments up to $53.0 million.  We cannot assure you that our technology
programs will succeed.

Distributions.The SPG Operating Partnership declared a distribution of
$0.525 per Unit in the first quarter of 2000. The current annual distribution
rate is $2.10 per Unit. Future distributions will be determined based on actual
results of operations and cash available for distribution. On February 6, 2001,
The SPG Operating partnership declared a distribution of $0.505 Per Unit
payable on February 28, 2001, to partners of record on February 16,2001.

Investing and Financing Activities

Cash
used in investing activities of $55.3 million for the three months ended March
31, 2001 includes capital expenditures of $74.3 million, investments in
unconsolidated joint ventures of $13.6 million, and advances to the Management
Company of $32.2 million.  Capital
expenditures include development costs of $13.0 million, renovation and expansion
costs of $44.5 million and tenant costs, and other operational capital
expenditures of $16.8 million.  These
cash uses are partially offset by distributions from unconsolidated entities of
$41.1 million, $4.1 million in loan proceeds from SRC Operating
Partnership,  and net proceeds of $19.6
million from the sale of three properties previously mentioned.

Cash
used in financing activities for the three months ended March 31, 2001 was
$125.7 million and includes net distributions of $141.0 million, partially
offset by net borrowings of $15.3 million.

Inflation

Inflation
has remained relatively low during the past four 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. These provisions include clauses enabling us 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 us 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 our exposure to increases in
costs and operating expenses resulting from inflation.

However,
inflation may have a negative impact on some of our 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.

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, our earnings are generally highest in the fourth quarter of each year.

Retail Climate and Tenant
Bankruptcies

A
number of local, regional, and national retailers, including both in-line and
anchor tenants, have recently announced store closings or filed for
bankruptcy.  Some changeover in tenants
is normal in our business.  We lost
800,000 square feet of tenants in 2000 and 580,000 square feet in the first
quarter of 2001 to bankruptcies or restructurings.  Pressures which affect consumer confidence, job growth, energy
costs and income gains, however, can affect retail sales growth and a
continuing soft economic cycle may impact our ability to retenant property
vacancies resulting from these store closings or bankruptcies.

The
geographical diversity of our portfolio mitigates some of our risk in the event
of an economic downturn.  In addition,
the diversity of our tenant mix also is a factor because no single retailer
represents neither more than 2.0% of total GLA nor more than 3.5% of our
annualized base minimum rent. 
Bankruptcies and store closings may, in some circumstances, create
opportunities for us to release spaces at higher rents to tenants with enhanced
sales performance.  Our previously
demonstrated ability to successfully retenant anchor and in line store
locations reflects our resilience to fluctuations in economic cycles.  While these factors reflect some of the
inherent strengths of our portfolio in a difficult retail environment,
successful execution of a releasing strategy is not assured.

Item 3. Qualitative and
Quantitative Disclosure About Market Risk

Sensitivity
Analysis.Our future earnings,
cash flows and fair values relating to financial instruments are dependent upon
prevalent market rates of interest, primarily LIBOR. Based upon consolidated
indebtedness and interest rates at March 31, 2001, a 0.50% increase in the
market rates of interest would decrease annual future earnings and cash flows
by approximately $9.8 million, and would decrease the fair value of debt by
approximately $450.7 million. A 0. 50% decrease in the market rates of interest
would increase annual future earnings and cash flows by approximately $9.8
million, and would increase the fair value of debt by approximately $518.3
million.  We manage our exposure to
interest rate risk by a combination of interest rate protection agreements to
effectively fix or cap a portion of our variable rate debt and by refinancing
fixed rate debt at times when rates and terms are appropriate.

Part II - Other Information

Item 1:             Legal Proceedings

Please
refer to Note 9 of the financial statements for a summary of material pending
litigation.

Item 6:             Exhibits and
Reports on Form 8-K

(a)
ExhibitsNone.(b)
Reports on Form 8-KOn January 8, 2001 under Item 9 
Regulation FD Disclosure, the SPG Operating Partnership reported that it was
conducting an offering of notes primarily for the purpose of repaying variable
rate debt. The offering will be a private placement under Rule 144A of the
Securities Act and will be made only to qualified institutional buyers and to
investors in transactions exempt from registration under Regulation S of the
Securities Act. In connection with the offering of notes, the company
anticipated disclosing to prospective purchasers of the notes certain
information. The SPG Operating Partnership elected to provide certain of this
information in the current report on Form 8-K as Exhibit 99 for informational
purposes.SIGNATURE

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
  PROPERTY GROUP, L.P.By:
  Simon Property Group, Inc.General
  Partner/s/
  Stephen E. SterrettStephen
  E. Sterrett,Executive
  Vice President and Chief Financial OfficerDate:
  May 15, 2001