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 March 31, 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 March 31, 1998 and December 31,
         1997                                              3

         Consolidated Condensed Statements of
         Operations for the three-month
         periods ended March 31, 1998 and 1997             4

         Consolidated Condensed Statements of
         Cash Flows for the three-month
         periods ended March 31, 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                           13

Part II - Other Information

    Items 1 through 6                                     19

Signatures                                                20
<PAGE> 02

SIMON DeBARTOLO GROUP, L.P.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited and dollars in thousands)
                                                      March 31,    December 31,
                                                         1998          1997
                                                      ----------    ----------
ASSETS:                                                            
Investment properties, at cost                        $6,996,960    $ 6,867,354
  Less - accumulated depreciation                        501,522        461,792
                                                      ----------    -----------
                                                                         
                                                       6,495,438      6,405,562
Cash and cash equivalents                                101,997        109,699
Restricted cash                                            5,531          8,553
Tenant receivables and accrued revenue, net              179,371        188,359
Notes and advances receivable from Management Company                
and affiliate                                             97,783         93,809
Investment in partnerships and joint ventures, at                        
equity                                                   830,483        612,140
Investment in Management Company and affiliates            4,963          3,192
Other investment                                          52,113         53,785
Deferred costs and other assets                          164,157        164,413
Minority interest                                         24,972         23,155
                                                       ---------     ----------
Total assets                                          $7,956,808    $ 7,662,667
                                                      ==========    ===========
                                                                            
LIABILITIES:                                                                   
Mortgages and other indebtedness                      $5,329,707    $ 5,077,990
Accounts payable and accrued expenses                    243,050        245,121
Cash distributions and losses in partnerships and                           
joint ventures, at equity                                 22,392         20,563
Other liabilities                                         86,210         67,694
                                                      ----------    -----------
Total liabilities                                      5,681,359      5,411,368
                                                       ---------    -----------
                                                                              
COMMITMENTS AND CONTINGENCIES (Note 10)                                      
                                                                             
PARTNERS' EQUITY:                                                            
                                                                              
Preferred units, 11,000,000 units outstanding            339,128        339,061
                                                                          
General Partners, 109,694,509 and 109,643,001 units                       
outstanding, respectively                              1,229,940      1,231,031
                                                                        
Limited Partners, 64,059,705 and 61,850,762 units                        
outstanding, respectively                                718,264        694,437
                                                                           
Unamortized restricted stock award                      (11,883)       (13,230)
                                                        ---------    ----------
Total partners' equity                                                    
Total liabilities and partners' equity                 2,275,449      2,251,299
                                                        ---------    ----------
                                                      $7,956,808    $ 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 Three Months
                                       Ended March 31,
                                     1998         1997
                                   ---------    ---------                     
REVENUE:                                                 
Minimum rent                       $ 184,460    $ 148,019
Overage rent                           9,782        7,515
Tenant reimbursements                 90,160       75,823
Other income                          15,855       11,057
                                  ----------   ----------
Total revenue                        300,257      242,414
                                  ----------   ----------
                                                         
EXPENSES:                                                
Property operating                    49,779       42,668
Depreciation and amortization         58,305       43,354
Real estate taxes                     30,195       24,761
Repairs and maintenance               11,895        9,949
Advertising and promotion              8,101        5,213
Provision for credit losses            2,722          975
Other                                  5,593        3,788
                                  ----------   ----------
Total operating expenses             166,590      130,708
                                  ----------   ----------
                                                         
OPERATING INCOME                     133,667      111,706
                                                         
INTEREST EXPENSE                      91,910       67,918
                                  ----------    ---------
INCOME BEFORE MINORITY INTEREST       41,757       43,788
                                                         
MINORITY INTEREST                    (1,442)      (1,484)
GAIN ON SALE OF ASSET, NET                --           37
                                  ----------   ----------
INCOME BEFORE UNCONSOLIDATED                             
ENTITIES                              40,315       42,341
                                                         
INCOME FROM UNCONSOLIDATED                               
ENTITIES                               4,809          721
INCOME BEFORE EXTRAORDINARY ITEMS     45,124       43,062
                          
                                                         
EXTRAORDINARY ITEMS                       --     (23,247)
                                  ----------   ----------
NET INCOME                            45,124        9,815
                                                         
PREFERRED UNIT REQUIREMENT           (7,334)      (6,406)
                                  ----------   ----------
                                                         
NET INCOME AVAILABLE TO                 
UNITHOLDERS                        $ 37,790     $ 13,409
                                  ==========   ==========
                                                         
NET INCOME AVAILABLE TO                                  
UNITHOLDERS
  ATTRIBUTABLE TO:                                       
General Partner                     $ 23,948      $ 8,233
Limited Partners                      13,842        5,176
                                  ----------   ----------
                                    $ 37,790     $ 13,409
                                  ==========   ==========
BASIC EARNINGS PER UNIT:                                 
Income before extraordinary items     $ 0.22       $ 0.23
Extraordinary items                       --       (0.15)
                                  ----------   ----------
Net income                            $ 0.22       $ 0.08
                                  ==========   ==========
                                                         
DILUTED EARNINGS PER UNIT:                               
Income before extraordinary items     $ 0.22       $ 0.23
Extraordinary items                       --       (0.15)
                                  ----------   ----------
Net income                            $ 0.22       $ 0.08
                                  ==========   ==========
                                                         
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 Three
                                                  Months Ended March 31,
                                                   1998            1997
                                                 ----------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:                                     
  Net income                                       $ 45,124       $ 19,815
Adjustments to reconcile net income to net                                
cash provided
  by operating activities-                                                
Depreciation and amortization                        60,424         45,322
Extraordinary items                                      --         23,247
Gain on sale of asset, net                               --           (37)
Straight-line rent                                  (1,676)        (1,842)
Minority interest                                     1,442          1,484
Equity in income of unconsolidated entities         (4,809)          (721)
Changes in assets and liabilities-                                        
Tenant receivables and accrued revenue               10,654          3,478
Deferred costs and other assets                     (3,077)        (6,238)
Accounts payable, accrued expenses and other                              
liabilities                                          11,390          5,009
                                                 ----------     ----------
  Net cash provided by operating activities         119,472         89,517
                                                -----------     ----------
                                                                          
CASH FLOWS FROM INVESTING ACTIVITIES:                                     
Acquisitions                                      (242,956)             --
Capital expenditures                               (61,199)       (51,156)
Change in restricted cash                             3,022          1,688
Cash from acquisitions                                  931             --
Net proceeds from sales of assets                     9,280            599
Investments in unconsolidated entities              (3,644)       (29,014)
Distributions from unconsolidated entities           47,059          5,843
Investments in and advances to Management                                 
Company                                             (3,974)             --
                                                 ----------     ----------
Net cash used in investing activities             (251,481)       (72,040)
                                                 ----------     ----------
                                                                          
CASH FLOWS FROM FINANCING ACTIVITIES:                                     
Partnership contributions                               494          2,961
Partnership distributions                          (94,101)       (84,167)
Minority interest distributions                     (3,259)        (1,346)
Mortgage and other note proceeds, net of                                  
transaction costs                                   296,995        117,958
Mortgage and other note principal payments         (75,822)       (54,246)
Other refinancing transaction                            --       (21,000)
                                                -----------     ----------
Net cash provided by (used in) financing                                  
activities                                          124,307       (39,840)
                                                 ----------     ----------
                                                                          
DECREASE IN CASH AND CASH EQUIVALENTS               (7,702)       (22,363)
                                                                          
CASH AND CASH EQUIVALENTS, beginning of                                   
period                                              109,699         64,309
                                                                          
                                                 ----------     ----------
CASH AND CASH EQUIVALENTS, end of period          $ 101,997      $  41,946
                                                 ==========     ==========
                                                                          
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)


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. On August 9, 1996, the Company acquired, through
merger (the "DRC Merger"), the national shopping center business of
DeBartolo Realty Corporation ("DRC").

     As of March 31, 1998, the Operating Partnership owned or held an
interest in 217 income-producing properties, which consisted of 133
regional malls, 74 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 two
community centers under construction, an additional two community
centers in the final stages of preconstruction development and seven
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
Company owned 63.1% and 63.9% of the Operating Partnership as of March
31, 1998 and December 31, 1997, respectively.

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 March 31, 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 65.0% 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
March 31, 1998 and 1997 was 63.4% and 61.4%, 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
reclassification 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 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.  The acquisition increased the
Operating Partnership's ownership interest in each of these Properties
to a noncontrolling 65%.

     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.
The Operating Partnership funded its share of the cash portion of the
purchase price using borrowings from a new $300,000 unsecured revolving
credit facility, which bears interest at LIBOR plus 0.65% and matures on
August 27, 1998.
     
     Also in the first quarter 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, the approximately $34,000 Lakeline Plaza opened in April 1998
in Austin, Texas. The Operating Partnership owns 65% of this 381,000
square-foot community center.  Each of these new community centers is
adjacent to an existing regional mall in the Operating Partnership's
portfolio.

          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"). 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.
Additionally, on February 2, 1998, the Operating Partnership sold the
community center for $9,550. At the completion of these transactions,
the Operating Partnership now owns 100% of nine of the ten SCA
properties, and a noncontrolling 50% ownership interest in the remaining
property. Final adjustments to the purchase price allocation were not
completed at March 31, 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 March
31, 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.

                                              Three Months
                                           Ended March 31, 1997
                                            -------------------
Revenue                                         $   279,130
Net income available for Unitholders                       
attributable to:
General Partner                                      20,681
Limited Partners                                     12,978
                                               ------------
  Total                                         $    33,659
                                               ============
Net income per Unit                             $      0.21
                                               ============
Net income per Unit - assuming dilution         $      0.21
                                               ============
Weighted average number of Units outstanding               
                                                160,322,352
                                                ===========
Weighted average number of Units outstanding               
- assuming dilution                             160,719,271

Note 5 - Cash Flow Information

     Cash paid for interest, net of amounts capitalized, during the
three months ended March 31, 1998 was $80,690, as compared to $60,701
for the same period in 1997.  All accrued distributions had been paid as
of March 31, 1998 and December 31, 1997.  See Notes 4 and 9 for
information about non-cash transactions during the three months ended
March 31, 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 March 31, 1998 and 1997
was 173,084,147 and 157,946,908, respectively. The diluted weighted
average number of Units used in the computation for the three-month
periods ended March 31, 1998 and 1997 was 173,471,294 and 158,343,827,
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.
<PAGE> 08
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.

     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:

                                         March 31,    December 31,
BALANCE SHEETS                              1998          1997
                                         ----------    ------------
Assets:                                                            
  Investment properties at cost, net     $3,863,127     $ 2,880,094
  Cash and cash equivalents                 102,210         101,582
  Tenant receivables                         97,379          87,008
  Other assets                               69,585          71,548
                                          ---------     -----------
          Total assets                   $4,132,301     $ 3,140,232
                                         ==========     ===========
Liabilities and Partners' Equity:                                  
  Mortgages and other indebtedness       $2,406,893     $ 1,888,512
  Accounts payable, accrued expenses                               
and other liabilities                       209,118         212,543
                                         ----------     -----------
          Total liabilities               2,616,011       2,101,055
  Partners' equity                        1,516,290       1,039,177
                                         ----------     -----------
          Total liabilities and                                    
partners' equity                         $4,132,301     $ 3,140,232
                                         ==========     ===========
The Operating Partnership's Share of:                              
  Total assets                           $1,549,638     $ 1,082,232
                                         ==========     ===========
  Partners' equity                       $  513,802     $   297,866
  Add: Excess Investment (See below)        294,289         293,711
                                         ----------     -----------
  The Operating Partnership's Net                                  
Investment in Joint Ventures             $  808,091     $   591,577

                                         For the three months ended
                                                  March 31,
STATEMENTS OF OPERATIONS                     1998          1997
                                          -----------  -------------
Revenue:                                                            
  Minimum rent                               $ 90,681       $ 52,455
  Overage rent                                  2,822          1,691
  Tenant reimbursements                        41,876         25,232
  Other income                                  5,686          1,697
                                          -----------   ------------
     Total revenue                            141,065         81,075
                                                                    
Operating Expenses:                                                 
  Operating expenses and other                 50,637         30,794
  Depreciation and amortization                29,790         17,999
                                          -----------    -----------
     Total operating expenses                  80,427         48,793
                                          -----------    -----------
Operating Income                               60,638         32,282
Interest Expense                               38,677         21,089
Extraordinary Losses                               --            858
                                          -----------    -----------
Net Income                                     21,961         10,335
Third Party Investors' Share of Net                                 
Income                                         16,823          7,037
                                          -----------    -----------
The Operating Partnership's Share of Net                            
Income                                      $   5,138       $  3,298
Amortization of Excess Investment (See                              
below)                                        (1,985)        (2,907)
                                          -----------   ------------
Income from Unconsolidated Entities         $   3,153       $    391
<PAGE> 09
     As of March 31, 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 $294,289 and $293,711, respectively.  This
Excess Investment, which resulted primarily from the DRC Merger, is
being amortized generally over the life of the related Properties.
Amortization included in income from unconsolidated entities for the
three-month periods ended March 31, 1998 and March 31, 1997 was $1,985
and $2,907, 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
and 35 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 of the Management Company, after
intercompany profit eliminations, was $1,656 and $330 for the three-
month periods ended March 31, 1998 and 1997, respectively.

Note 8 - Debt

     On February 28, 1998, the Operating Partnership obtained an
additional unsecured revolving credit facility in the amount of $300,000
primarily for the purpose of funding the acquisition  of the IBM
Properties.  This new credit facility has an interest rate of LIBOR plus
0.65% and matures on August 27, 1998. The Operating Partnership drew
$242,000 on this facility during 1998 to fund the acquisition. On March
31, 1998, $212,000 remained outstanding.

     At March 31, 1998, the Operating Partnership had consolidated debt
of $5,329,707, of which $3,482,539 was fixed-rate debt and $1,847,168
was variable-rate debt.  The Operating Partnership's pro rata share of
indebtedness of the unconsolidated joint venture Properties as of March
31, 1998 and December 31, 1997 was $1,011,159 and $770,776,
respectively. As of March 31, 1998 and December 31, 1997, the Operating
Partnership had interest-rate protection agreements related to $579,583
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 $193 and $613 for the
three months ended March 31, 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.

                                                                        
                                                     Unamortized     Total
                     Preferred    General  Limited   Restricted    Partners'
                       Units     Partners  Partners  Stock Award    Equity
                     ---------   ---------  -------  -----------   ---------
Balance at December                                                         
31, 1997              $339,061  $1,231,031  $694,437   $ (13,230)  $2,251,299
                                                                            
General partner                                                             
contributions                                                               
(51,508 Units)                       1,539                              1,539
                                                                            
Units issued in                                                             
connection with                                                             
acquisitions                                                                
(2,208,943 Units)                             71,913                   71,913
                                                                           
Amortization of                                                             
stock incentive                                             1,347       1,347
                                                                            
Other                       67        (67)                                 --
                                                                           
Adjustment to                                                               
allocate net equity                                                         
 of the Operating                                                           
Partnership                         29,965   (29,965)                      --
                                                                            
Distributions          (7,334)    (55,390)   (31,377)                (94,101)
                                                                            
                      --------  ----------   --------  -----------  ---------
Subtotal               331,794   1,207,078    705,008    (11,883)   2,231,997
                                                                            
Comprehensive                                                               
Income:
                                                                            
Net income               7,334      23,948     13,842                  45,124
                                                                            
Unrealized loss on                                                          
investment (1)                     (1,086)      (586)                 (1,672)
                                                                            
                       ---------  ---------- --------  -----------  ---------
Total Comprehensive                                                         
Income                   7,334      22,862     13,256          --      43,452
                                                                           
                       ---------  ---------- --------  -----------  ---------
Balance at March                                                            
31, 1998              $339,128  $1,229,940   $718,264   $(11,883)  $2,275,449

(1) Amounts consist of the unrealized gain or loss 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"). As of March 31,
1998, 791,053 shares of common stock of the Company, net of forfeitures,
were deemed earned and awarded under the Stock Incentive Program and the
DRC Plan. An additional 492,478 shares were awarded in April 1998
relating to 1997 performance. Approximately $1,347 and $1,505 relating
to these programs were amortized in the three-month periods ended March
31, 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.
<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 - 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 during the third quarter 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.

Note 12 - Subsequent Events

     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.
<PAGE> 12
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. At the completion of these transactions, the Operating
Partnership directly or indirectly now owns 100% of nine of the ten SCA
properties, and 50% of the remaining property.

     In addition, the following Property opening and ownership
acquisitions (the "Property Transactions"), collectively, had a
significant impact on the Operating Partnership's Statements 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 March 31, 1998 vs. the Three Months Ended
March 31, 1997

     Total revenue increased $57.8 million or 23.9% for the three months
ended March 31, 1998, as compared to the same period in 1997.  This
increase is primarily the result of the RPT acquisition ($36.4 million)
and the Property Transactions ($10.5 million). Also included in this
increase is consolidated revenues of approximately $3.5 million realized
from marketing initiatives throughout the portfolio from the Operating
Partnership's new strategic marketing division, Simon Brand Ventures
("SBV"). Excluding the RPT acquisition and the Property Transactions,
total revenues increased $10.9 million, primarily due to a $6.2 million
increase in minimum rent and a $4.1 million increase in other income.
The minimum rent increase results from increased occupancy levels, the
replacement of expiring tenant leases with renewal leases at higher
minimum base rents and approximately $1.8 million from SBV. The increase
in other income includes $1.7 million from SBV and a $1.5 million
increase in interest income.

     Total operating expenses increased $35.9 million, or 27.5%, for the
three months ended March 31, 1998, as compared to the same period in
1997.  This increase is primarily the result of the RPT acquisition
($20.3 million) and the Property Transactions ($5.8 million). Excluding
these transactions, total operating expenses increased $9.8 million,
primarily due to a $6.0 million increase in depreciation and
amortization and a $1.7 million increase in advertising and promotion.

     Interest expense increased $24.0 million, or 35.3% for the three
months ended March 31, 1998, as compared to the same period in 1997.
This increase is primarily as a result of the RPT acquisition ($18.7
million) and the Property Transactions ($4.6 million).
<PAGE> 13
     Income (loss) from unconsolidated entities increased from $0.7
million in 1997 to $4.8 million in 1998, resulting from an increase in
the Operating Partnership's share of income from partnerships and joint
ventures ($2.8 million), and an increase in its share of income from the
Management Company ($1.3 million). 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 March 31, 1997 ($2.5 million). The increase in
Management Company income includes  an increase in net income realized
under the Management Company's construction business ($1.5 million).

     The 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 the write-off of mortgage costs associated with these loans.

     Net income was $45.1 million for the three months ended March 31,
1998, as compared to $19.8 million for the same period in 1997,
reflecting an increase of $25.3 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.

     Liquidity and Capital Resources

     As of March 31, 1998, the Operating Partnership's balance of
unrestricted cash and cash equivalents was $102.0 million. In addition
to its cash balance, the Operating Partnership has a $1.25 billion
unsecured revolving credit facility (the "Credit Facility") and an
additional $300 million unsecured revolving credit facility which had a
combined $344.8 million available after outstanding borrowings and
letters of credit at March 31, 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. 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 March 31, 1998, a 1% increase in the
market rates of interest would decrease future earnings and cash flows
by approximately $14.9 million per year, and would decrease the fair
value of debt by approximately $510 million. A 1% decrease in the market
rates of interest would increase future earnings and cash flows by
approximately $15.4 million per year, and would increase the fair value
of debt by approximately $690 million.
     
     Financing and Debt
     
     At March 31, 1998, the Operating Partnership had consolidated debt
of $5,329.7 million, of which $3,482.5 million is fixed-rate debt
bearing interest at a weighted average rate of 7.46% and $1,847.2
million is variable-rate debt bearing interest at a weighted average
rate of 6.52%. As of March 31, 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 savings of $0.2 million and $0.6 million for
the three months ended March 31, 1998 and 1997, respectively. This did
not materially impact the Operating Partnership's weighted average
borrowing rates.

     Scheduled principal payments of consolidated indebtedness over the
next five years is $2,892.2 million, with $2,439.8 million thereafter,
which excludes the $2.3 million net discount on indebtedness. The
Operating Partnership's ratio of consolidated debt-to-market
capitalization was 45.8% and 46.0% at March 31, 1998 and December 31,
1997, respectively.
<PAGE> 14
     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 and 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.  The acquisition increased the
Operating Partnership's ownership interest in each of these Properties
to a noncontrolling 65%.
     
     On February 27, 1998, the Operating Partnership, in a joint venture
partnership with Macerich, acquired a portfolio of twelve regional malls
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.
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 bears interest at LIBOR plus 0.65% and
matures on August 27, 1998.

     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.

     Portfolio Restructuring. As 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.

     During the first quarter of 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, the approximately $34 million Lakeline Plaza opened
in April 1998 in Austin, Texas. The Operating Partnership owns 65% of
this 381,000 square-foot community center.  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 October 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 June 1998 and open in July 1999.  The Shops at
North East Plaza is a 359,000 square-foot community center project
adjacent to North East Mall. This wholly-owned project is scheduled to
begin construction this summer, with a fall 1999 opening date.

     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 $415 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 23
expansion and/or redevelopment projects under construction and in the
preconstruction development stage with targeted 1998 completion dates.
Included in consolidated investment properties at March 31, 1998 is
approximately $200 million of construction in progress, with another
$145 million in the unconsolidated joint venture investment properties.
<PAGE> 15
     Distributions. On January 23, 1998, the Operating Partnership
declared a distribution of $0.5050 per Unit payable on February 20,
1998, to Unitholders of record on February 6, 1998. Additionally, on
April 23, 1998, the Operating Partnership declared a distribution of
$0.5050 per Unit payable on May 22, 1998, to Unitholders of record on
May 8, 1998. 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
distributions of $0.5469 per Series B preferred Unit and $0.9863 per
Series C preferred Unit were paid during the first three months of 1998.

     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 three months ended March
31, 1998 of $251.5 million is primarily the result of acquisitions of
$243.0 million and $61.2 million of capital expenditures, partially
offset by the net proceeds from the sale of the SCA community center of
$9.3 million and net distributions from unconsolidated entities of $43.4
million, which is primarily $33.4 million from The Source transactions
described above.  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 $15.0
million, including $9.5 million at The Shops at Sunset Place and $2.2
million at Muncie Plaza. Also included in capital expenditures is
renovation and expansion costs of approximately $36.1 million, including
$10.3 million, $5.5 million, $3.4 million, and $2.4 million at Prien
Lake Mall, Port Charlotte Town Center, Richardson Square and Richmond
Town Square, respectively, and tenant costs and other operational
capital expenditures of approximately $11.2 million.

     Cash flows from financing activities for the three months ended
March 31, 1998 includes distributions of $94.1 million and net
borrowings of $221.2 million primarily used to fund 1998 acquisition and
development activity.

     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 $205.3 million for
the three months ended March 31, 1997 to $282.4 million for the same
period in 1998, representing a 37.6% increase.  This increase is
primarily attributable to the RPT acquisition ($22.5 million) and the
other Properties opened or acquired during 1997 and 1998 ($38.7
million).  During this period operating profit margin increased from
63.5% to 64.0%.  Excluding the newly opened or acquired Properties,
operating profit margin would also be 64.0%.

     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.  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> 16
     The following summarizes FFO of the Operating Partnership and
reconciles net income of the Operating Partnership to FFO for the
periods presented:

                                      For the Three Months
                                         Ended March 31,
                                         1998      1997
                                       --------  --------
(In thousands)                                       
FFO                                    $108,907   $ 87,939
                                       --------   --------
Reconciliation:                                           
Income before extraordinary items      $ 45,124   $ 43,062
Plus:                                                     
Depreciation and amortization from                        
consolidated Properties                  58,079     43,312
The Operating Partnership's share of                      
depreciation and amortization from                        
unconsolidated affiliates                14,804      8,858
Less:                                                     
Gain on the sale of real estate              --       (37)
Minority interest portion of                              
depreciation and amortization           (1,766)      (850)
Preferred dividends                     (7,334)    (6,406)
                                       --------   --------
FFO                                    $108,907   $ 87,939

     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 three months ended March 31,
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 $623
million or 43.6% from $1,428 million to $2,051 million, primarily as a
result of the RPT acquisition, the IBM Properties and other Property
additions to the portfolio ($591 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 84.3% at March
31, 1997, to 86.1% at March 31, 1998. Occupancy levels for value-
oriented super-regional malls was 94.6% at March 31, 1998. Occupancy
levels for community shopping centers decreased from 91.7% at March 31,
1997, to 90.6% at March 31, 1998. Owned GLA has increased 18.6 million
square feet from March 31, 1997, to March 31, 1998, primarily as a
result of the RPT acquisition, the IBM Properties,  the acquisitions of
Cordova Mall, Dadeland Mall, The Fashion Center at Keystone at the
Crossing and the 1997 Property openings.

     Average Base Rents. Average base rents per square foot of mall and
freestanding Owned GLA at regional malls increased 10.1%, from $20.84 at
March 31, 1997 to $22.95 for the same period in 1998. Average base rents
per square foot of Owned GLA at value-oriented super-regional malls was
$16.20 at March 31, 1998 and average base rents of Owned GLA in the
community shopping centers decreased 3.6%, from $7.72 at March 31, 1997
to $7.44 for the same period in 1998.

     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
<PAGE> 17
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 the third quarter 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.

     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> 18
Part II - Other Information

     Item 1:  Legal Proceedings

          None.

     Item 2:  Changes in Securities

          The Operating Partnership did not issue any equity securities
that were not required to be registered under the Securities Act of
1933, as amended (the "Act") during the first quarter of 1998, except as
follows: On January 23, 1998, the Operating Partnership issued 1,713,016
Units in connection with the acquisition of Cordova Mall; on February 7,
1998, the Operating Partnership issued 191,634 Units in connection with
the acquisition of additional 15% ownership interest in each of Lakeline
Mall and Lakeline Plaza; and on February 18, 1998, the Operating
Partnership issued 304,293 Units in connection with the acquisition of
an additional ownership interest in Westchester Mall.  The foregoing
transactions were exempt from registration under the Act in reliance on
Section 4(2).


     Item 6:  Exhibits and Reports on Form 8-K

         (a) Exhibits
         
         None.
         

          (b) Reports on Form 8-K
               
         None.
<PAGE> 19               
                               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: May 15, 1998

                                       /s/ John Dahl
                                       ======================
                                       John Dahl,
                                       Senior Vice President and
                                       Chief Accounting Officer
                                       (Principal Accounting Officer)

<PAGE> 20