<PAGE>   1
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 10-K

          Annual Report Pursuant to Section 13 or 15(d)
             of the Securities Exchange Act of 1934


 For  the  fiscal year                          Commission File Number 1-12278
ended December 31, 1996


                  URBAN SHOPPING CENTERS, INC.
     (Exact name of registrant as specified in its charter)


        Maryland                                                36-3886885
(State of incorporation)                                    (I.R.S. Employer
                                                           Identification No.)

900 North Michigan Avenue, Suite 1500
Chicago, Illinois                                                 60611
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code (312) 915-2000

Securities registered pursuant to Section 12(b) of the Act:

                                                     Name of each exchange on
Title of each class                                       which registered
-------------------                                  ------------------------

Common Stock, $.01 Par Value                         New York Stock Exchange
                                                     Chicago Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

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
                                        -----       -----

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K
         -----

As of March 21, 1997, the aggregate market value of the
registrant's Common Stock held by non-affiliates of the
registrant was approximately $508,459,000, based upon the closing
price ($33.25) on the New York Stock Exchange composite tape on
such date.

As of March 21, 1997, there were outstanding 16,963,862 shares of
the registrant's Common Stock and 340,511 shares of the
registrant's Unit Voting Common Stock.

Portions of the registrant's 1996 annual report to shareholders
are incorporated by reference into Parts I and II.  Portions of
the proxy statement for the registrant's annual shareholders
meeting to be held in 1997 are incorporated by reference into
Part III.

<PAGE>   2
                        TABLE OF CONTENTS



                                                                           Page
                                                                           ----

PART I

Item  1.  Business                                                            1

Item  2.  Properties                                                          9

Item  3.  Legal Proceedings                                                  14

Item  4.  Submission of Matters to a Vote of Security Holders                14


PART II

Item  5.  Market for Registrant's Common Equity and Related
          Stockholder Matters                                                15

Item  6.  Selected Financial Data                                            15

Item  7.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                          15

Item  8.  Financial Statements and Supplementary Data                        15

Item  9.  Changes in and Disagreements With Accountants on Accounting
          and Financial Disclosure                                           15


PART III

Item 10.  Directors and Executive Officers of the Registrant                 16

Item 11.  Executive Compensation                                             16

Item 12.  Security Ownership of Certain Beneficial Owners and
          Management                                                         16

Item 13.  Certain Relationships and Related Transactions                     16


PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on
          Form 8-K                                                           17


SIGNATURES                                                                   22






<PAGE>   3


                             PART I

ITEM 1.  BUSINESS

   THE COMPANY

   The Company was incorporated under the General Corporation Laws of
Maryland on May 12, 1993 and commenced operations effective with the
completion of its initial public stock offering (the "Offering") on
October 14, 1993, whereby the Company sold 11,870,000 shares of its
common stock, $.01 par value per share ("Common Stock"), at $23.50 per
share.  The Company was formed to continue the regional mall business
of JMB Realty Corporation and certain of its affiliates ("JMB Partners")
in owning, managing, leasing, acquiring, developing and redeveloping a
portfolio of super-regional and regional malls located throughout the
United States.  Substantially all of the Company's assets and interests
in investment properties (the "Properties") are held by, and substantially
all of its operations are conducted through, Urban Shopping Centers, L.P.
(the "Operating Partnership").

   JMB Partners and certain other parties (together referred to as the
"Contributor Group") contributed to the Company and the Operating
Partnership certain assets and interests in the Properties in exchange for
shares of Common Stock and unit voting common stock, $.01 par value per share
("Unit Voting Stock"), of the Company, and limited partnership interests
("Units") in the Operating Partnership.  Each share of Unit Voting Stock may
be exchanged, together with 24 Units, for 25 shares of Common Stock subject
to certain restrictions.

   In November and December 1996, the Company completed a public offering
of 3,225,000 shares of Common Stock at $25.50 per share, raising net
proceeds of $80,625,000.  Subsequent to the public offering and the 1996
issuance of Unit Voting Stock and preferred units in the Operating
Partnership, as of December 31, 1996, the Company, which is the sole
general partner of the Operating Partnership, owns an approximate 69.9%
interest therein; members of the Contributor Group hold limited
partnership interests in the Operating Partnership and own an approximate
30.1% minority interest therein.  In general, for financial reporting
purposes, net profits and losses of the Operating Partnership are allocated
to the general and limited partners in accordance with their percentage
ownership.  The Company operates as a real estate investment trust
("REIT") for Federal income tax purposes.

   Urban Retail Properties Co. (the "Management Company") was
incorporated on May 12, 1993.  Generally, the Company's preferred stock
investment in the Management Company entitles it to 95% of the
distributions, profits and losses from the Management Company's management,
leasing and development business and 5% of the net distributions, profits
and losses from certain land parcels owned by the Management Company.

   THE REGIONAL MALL BUSINESS

   There are several types of retail shopping centers, varying primarily
by size and marketing strategy.  Retail shopping centers range from
neighborhood centers of generally less than 100,000 square feet of GLA
("community centers") to regional and super-regional shopping centers.
Retail shopping centers in excess of 400,000 square feet of GLA are
generally referred to as "regional" shopping centers, while those centers
having in excess of 800,000 square feet of GLA are generally referred to
as "super-regional" shopping centers. In this report, the term "regional
malls" refers to both regional and super-regional shopping centers and the
term "Regional Malls" refers to the Company's nine operating regional malls
at December 31, 1996.  The term "Community Centers" refers to the Company's
three operating community centers and the term "Properties" refers to the
Regional Malls and the Community Centers.  The term "GLA" refers to gross
retail space, including anchors and mall tenant areas, and the term "Mall
GLA" refers to gross retail space, excluding anchors.  The term "anchor"


<PAGE>   4


refers to a department store or other large retail store.  The term "mall
tenants" refers to stores (other than anchors) that are typically
specialty retailers and lease space in shopping centers.


   BUSINESS OF THE COMPANY

   A discussion of the business of the Company is hereby
incorporated by reference to the discussion appearing on pages 1
through 11 of the Company's 1996 annual report to shareholders
(the "Annual Report") under the captions "Shareholders,"
"Performance," "Development," "Acquisition" and "Retail Mix."


   THE MANAGEMENT COMPANY BUSINESS

   A discussion of the Management Company business is hereby
incorporated by reference to the discussion appearing on pages 12
and 13 of the Annual Report under the caption "Management."


   ANCHORS

   Regional malls (and many smaller centers) usually contain one
or more anchors.  Anchors, which include traditional department
stores, general merchandise stores, large fashion specialty
stores, value oriented specialty stores and discount stores,
usually inventory a broad range of products that appeal to many
shoppers. Anchors are one of the most important factors in
differentiating among regional malls.

   Anchors either own their own stores and parking areas or lease
their stores from the owner of the mall. Although the rent and
other charges paid by anchors is usually much less (on a per
square foot basis) than the rent paid by tenants occupying Mall
GLA, their presence typically attracts many shoppers and enhances
the value of a shopping center.

   Anchors in the Regional Malls occupy approximately 6.4 million
square feet of GLA (approximately 62% of total GLA of the
Regional Malls) and accounted for approximately 11% of total
shopping center revenues of the Regional Malls in 1996. The table
on the following page summarizes the square footage owned and
leased by anchors in the Regional Malls at December 31, 1996:







<PAGE>   5
<TABLE>
<CAPTION>
                                    ANCHOR      ANCHOR
                        NUMBER        GLA         GLA                   PERCENT
                          OF        OWNED        OWNED       TOTAL         OF
                        ANCHOR        BY          BY        ANCHOR       TOTAL
PARENT/ANCHOR           STORES      ANCHOR      COMPANY       GLA         GLA
--------------         --------    ---------   ---------   ---------   --------
<S>                    <C>         <C>         <C>         <C>         <C>
SEARS, ROEBUCK AND CO.
 Sears                        5      641,684     246,877     888,561       8.7%

DAYTON HUDSON
CORPORATION
 Marshall Field's             3      820,012     288,802   1,108,814      10.9%
 Mervyn's                     2      200,000          --     200,000       1.9%
                       --------    ---------   ---------   ---------   --------
    Total                     5    1,020,012     288,802   1,308,814      12.8%

FEDERATED DEPARTMENT
STORES, INC.
 Burdines                     5      491,128     140,000     631,128       6.2%
 Macy's                       1      225,000          --     225,000       2.2%
 Bloomingdale's               1      200,000          --     200,000       1.9%
                       --------    ---------   ---------   ---------   --------
    Total                     7      916,128     140,000   1,056,128      10.3%

THE MAY DEPARTMENT
STORES COMPANY
 Foley's                      1      160,000          --     160,000       1.6%
 Lord & Taylor                3           --     340,867     340,867       3.3%
 Robinsons-May                3           --     425,498     425,498       4.2%
                       --------    ---------   ---------   ---------   --------
    Total                     7      160,000     766,365     926,365       9.1%

J.C. PENNEY COMPANY,
INC.
 JCPenney                     5      415,456     266,960     682,416       6.7%

DILLARD DEPARTMENT
STORES, INC.
 Dillard's                    2      210,531     240,925     451,456       4.4%

NORDSTROM, INC.
 Nordstrom                    3      200,000     370,536     570,536       5.6%


</TABLE>




<PAGE>   6
<TABLE>
<CAPTION>

                                     ANCHOR     ANCHOR
                        NUMBER         GLA        GLA                   PERCENT
                          OF          OWNED      OWNED        TOTAL       OF
                        ANCHOR         BY         BY         ANCHOR      TOTAL
PARENT/ANCHOR           STORES       ANCHOR     COMPANY       GLA         GLA
--------------         --------    ---------   ---------   ---------   --------
<S>                    <C>          <C>        <C>         <C>         <C>
MONTGOMERY WARD & CO.
 Montgomery Ward              1           --     163,893     163,893       1.6%

THE NEIMAN MARCUS GROUP,
INC.
 Neiman Marcus                1           --     112,099     112,099       1.1%

SAKS HOLDINGS, INC.
 Saks Fifth Avenue            2            --    196,103     196,103       1.9%
                       --------     ---------  ---------   ---------   --------

    Totals                   38     3,563,811  2,792,560   6,356,371      62.2%
                       ========     =========  =========   =========   ========

<FN>

</TABLE>










<PAGE>   7

   MAJOR TENANTS

   Non-anchor tenants owned by major national retail chains lease
a considerable amount of space in the Regional Malls.  In
addition to enhancing a regional mall's popularity with shoppers,
tenants affiliated with national chains help regional malls lease
space by attracting many local and regional tenants.

   Ten major national retail chains which had stores open and
operating at December 31, 1996 accounted for 28.4% of the Mall
GLA in the Regional Malls at December 31, 1996 and 22.2% of 1996
minimum rent of the Regional Malls.  The largest of these chains,
in terms of square footage and rent received, is The Limited,
Inc., which, through all of its subsidiaries, accounted for 11.4%
of Mall GLA in the Regional Malls at December 31, 1996 and 8.7%
of 1996 minimum rent of the Regional Malls.  No other of these
chains accounted for more than 3.1% of the Mall GLA in the
Regional Malls at December 31, 1996 or 3.4% of 1996 minimum rent
of the Regional Malls.

   The following table summarizes the square feet leased by the
ten major national retail chains in the Regional Malls (including
Old Orchard Center acquired on December 18, 1996) at December 31,
1996:














<PAGE>   8


<TABLE>
<CAPTION>
                                                                COMPANY'S
                                   TOTAL                     PRO RATA SHARE
                      -------------------------------    --------------------
                                             PERCENT     PERCENT
                      NUMBER                    OF          OF
                        OF        STORE        MALL       STORE        MALL
PARENT/STORE          STORES       GLA         GLA         GLA          GLA
------------         --------    --------    --------    --------    --------
<S>                  <C>         <C>         <C>         <C>         <C>
THE LIMITED, INC.
 Express                    9     148,805        3.9%     124,095        4.0%
 Lane Bryant                7      49,944        1.3%      37,735        1.2%
 Lerner New York            7      72,375        1.9%      53,612        1.7%
 Limited                    9     114,843        3.0%      94,070        3.0%
 Limited Too                4      16,257         .4%      14,453         .4%
 Structure                  6      37,661        1.0%      22,614         .7%
                     --------    --------    --------    --------    --------
    Total                  42     439,885       11.4%     346,579       11.1%

GAP, INC.
 Banana Republic            5      34,475         .9%      33,425        1.1%
 Gap                        6      36,162         .9%      25,202         .8%
 Gap & GapKids              2      25,355         .7%      25,355         .8%
 GapKids & Baby Gap         2      11,169         .3%       9,580         .3%
 GapKids                    3      10,786         .3%       7,356         .2%
                     --------    --------    --------    --------    --------
    Total                  18     117,947        3.1%     100,918        3.2%

SPIEGEL, INC.
 Eddie Bauer                7      80,453        2.1%      71,610        2.3%

WOOLWORTH CORPORATION
 Afterthoughts              1       1,139          0%       1,139          0%
 Athletic X-Press           1       2,500         .1%       1,000          0%
 Carimar                    1         800          0%           0          0%
 Champs Sports              5      24,826         .6%      14,504         .5%
 Foot Locker                8      22,856         .6%      16,233         .5%
 Going to the Game!         1       1,650          0%           0          0%
 Kids Foot Locker           3       4,595         .1%       2,960         .1%
 Kinney                     1       2,500         .1%           0         .3%
 Lady Foot Locker           7      11,528         .3%       7,988         .3%
 The San Francisco
   Music Box Company        3       3,367         .1%       2,297         .1%
                     --------   ---------    --------    --------    --------
    Total                  31      75,761        2.0%      46,121        1.5%




</TABLE>








<PAGE>   9

<TABLE>
<CAPTION>
                                                              COMPANY'S
                                   TOTAL                    PRO RATA SHARE
                     --------------------------------    --------------------
                                             PERCENT     PERCENT
                      NUMBER                    OF          OF
                        OF         STORE       MALL       STORE       MALL
PARENT/STORE          STORES        GLA        GLA         GLA         GLA
------------         --------    ---------   --------    --------    --------
<S>                  <C>         <C>         <C>         <C>         <C>
INTIMATE BRANDS, INC.
 Bath & Body Works          2        5,215        .1%       4,075         .2%
 Cacique                    1        4,030        .1%       4,030         .1%
 Victoria's Secret          9       64,287       1.7%      46,720        1.5%
                     --------    ---------   --------    --------    --------
    Total                  12       73,532       1.9%      54,825        1.8%

BARNES & NOBLE, INC.
 B. Dalton Bookseller       3       14,068        .4%       8,808         .3%
 Barnes & Noble             2       57,942       1.5%      57,942        1.9%
 Software Etc.              1        1,247         0%       1,247          0%
                     --------    ---------   --------    --------    --------
    Total                   6       73,257       1.9%      67,997        2.2%

LUXOTTICA GROUP, INC.
 August Max Woman           2        5,836        .1%       3,055         .1%
 Casual Corner              7       29,354        .8%      18,641         .6%
 LensCrafters               5       15,045        .4%       8,888         .3%
 Petite Sophisticate        7       18,485        .5%      13,881         .5%
                     --------    ---------   --------    --------    --------
    Total                  21       68,720       1.8%      44,465        1.4%

CRATE & BARREL, INC.
 Crate & Barrel             3       66,643       1.7%      66,643        2.1%

ABERCROMBIE & FITCH,
INC.
 Abercrombie & Fitch        5       57,231       1.5%      51,206        1.6%

BRINKER INTERNATIONAL,
INC.
 Maggiano's                 2       43,648       1.1%      43,648        1.4%
                     --------    ---------   --------    --------    --------

    Totals                147    1,097,077      28.4%     894,012       28.7%
                     ========    =========   ========    ========    ========

<FN>
</TABLE>



<PAGE>   10


   ENVIRONMENTAL MATTERS

   The Properties have been subjected to varying degrees of
environmental assessment.  Where formal environmental studies
have been performed, the purpose of such studies has been to
identify existing or potential environmental hazards and to seek
cost effective remedies.  All of the Properties have been the
subject of Phase I environmental assessments, each of which
either was conducted or updated since 1989.  None of the
environmental assessments has revealed, nor is the Company aware
of, any environmental liability (including asbestos-related
liability) that the Company believes would have a material
adverse affect on the Company's business, assets or results of
operations. However, no assurances can be given that environmental
liabilities will not arise in the future that could have a material
adverse impact on the financial condition or operations of the Company.
There can be no assurance that there are no existing conditions on the
Properties which have not been identified by the limited environmental
assessments which have been conducted to date.

   EMPLOYEES

   At December 31, 1996, the Company, the Operating Partnership
and the Management Company employed a total of 2,208 persons. The
Management Company employs substantially all of the professional
employees that are currently engaged in the management, leasing
and development businesses, and certain of the professionals
engaged in asset management and administration.

   COMPETITION

   All of the Properties are located in developed retail and
commercial areas.  There may be other neighborhood and community
shopping centers within a five-mile radius of each of the
Community Centers.  In addition, with respect to most of the
Regional Malls, there are one or more regional malls within a
fifteen-mile radius.  Certain of the Regional Malls are located
near, and may compete with, certain regional malls owned by third
parties managed by the Management Company or owned by the
Contributor Group or their affiliates; in addition, certain
retailers are contractually restricted from operating at
competing malls.

   INFLATION

   Inflation has remained relatively low during the past three
years and has not had a significant impact on the Company.
Substantially all of the tenants' leases contain provisions
designed to protect the Company from the impact of inflation.
Such provisions include clauses enabling the Company to receive
percentage rentals based on tenants' gross sales, which generally
increase as prices rise, and/or escalation clauses, which
generally increase rental rates periodically during the terms of
the leases.  In addition, certain of the leases are for terms of
less than 10 years which may enable the Company to replace
existing leases with new leases at higher base and/or percentage
rentals if rents of the existing leases are below then-existing
market rate.  Substantially all of the leases require the tenants
to pay their share of operating expenses, including common area
maintenance, real estate taxes and insurance, thereby reducing
the Company's exposure to increases in costs and operating
expenses resulting from inflation.  However, inflation may have a
negative impact on some of the Company's other operating
expenses.  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 periodic 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.


<PAGE>   11
Item 2.  Properties

    The  following  table  sets  forth  certain  information
relating to the Company's investment properties at December 31, 1996.

<TABLE>
<CAPTION>
                                                            OWNERSHIP
                                                              BY THE
                                                             COMPANY
                                                               AND
                                                   YEAR     OPERATING   FEE OR
   PROPERTY/                         TOTAL GLA/   OPENED/    PARTNER-   GROUND
LOCATION(1)(2)       ANCHORS        MALL GLA (3)  EXPANDED    SHIP      LEASE
---------------   ----------------  ------------  --------  ---------  --------
<S>               <C>               <C>           <C>       <C>        <C>
REGIONAL MALLS:

OAKBROOK CENTER   Lord & Taylor       2,014,962/    1962/      100.0%  Ground
Oak Brook, IL     Marshall Field's      832,384     1973,              Lease(4)
(Chicago          Neiman Marcus                     1981,
metropolitan      Nordstrom                         1987,
area)             Saks Fifth                        1991
                   Avenue
                  Sears

OLD ORCHARD       Bloomingdale's      1,711,821/    1956/      100.0%  Fee
CENTER (5)        Lord & Taylor         648,104     1994
Skokie, IL        Marshall Field's
(Chicago          Nordstrom
metropolitan      Saks Fifth Avenue
area)

CITRUS PARK       Burdines            1,150,000/  Scheduled
TOWN CENTER(6)    Dillard's             460,000     1999       100.0%  Fee
Tampa, FL         JCPenney
                  Sears

MAINPLACE        Macy's               1,116,385/    1987/      100.0%  Fee
Santa Ana, CA    Nordstrom              455,885     1991
(Los Angeles/    Robinsons-May
Orange County     (2 stores)
metropolitan
area)


</TABLE>

<PAGE>   12
<TABLE>
<CAPTION>

                                                            OWNERSHIP
                                                              BY THE
                                                             COMPANY
                                                               AND
                                                   YEAR     OPERATING   FEE OR
   PROPERTY/                         TOTAL GLA/   OPENED/    PARTNER-   GROUND
LOCATION(1)(2)        ANCHORS       MALL GLA (3)  EXPANDED     SHIP      LEASE
---------------   ----------------  ------------  --------  ---------  --------
<S>               <C>                <C>           <C>        <C>     <C>
REGIONAL MALLS:
(cont'd.)

WOLFCHASE         Dillard's           1,085,764/    1997       100.0%  Fee
GALLERIA (7)      Goldsmith's           389,079
Memphis, TN       JCPenney
                  Sears

PENN SQUARE       Dillard's           1,074,816/    1960/      100.0%  Ground
MALL              Foley's               384,998     1981,              Lease(8)
Oklahoma City,    JCPenney                          1988,
OK                Montgomery Ward                   1995

BRANDON           Burdines              980,431/    1995       100.0%  Fee
TOWNCENTER        Dillard's             360,716
Brandon, FL       JCPenney
(Tampa            Sears
metropolitan
area)

MIAMI             Burdines              973,280/    1982/       40.0%  Fee
INTERNATIONAL      (2 stores)           289,972     1992         (9)
MALL              JCPenney
Miami, FL         Mervyn's
                  Sears

CORAL SQUARE      Burdines              941,473/    1984/       50.0%  Fee
MALL              (2 stores)            293,329     1989
Coral Springs,    JCPenney
FL                Mervyn's
(Miami/Fort       Sears
Lauderdale
metropolitan
area)

WATER TOWER       Lord & Taylor         727,497/    1976/       55.0%  Fee
PLACE             Marshall Field's      311,325     1983
Chicago, IL                                         1991


</TABLE>


<PAGE>   13
<TABLE>
<CAPTION>


                                                            OWNERSHIP
                                                              BY THE
                                                             COMPANY
                                                               AND
                                                   YEAR     OPERATING   FEE OR
   PROPERTY/                         TOTAL GLA/   OPENED/    PARTNER-   GROUND
LOCATION(1)(2)         ANCHORS      MALL GLA (3)  EXPANDED    SHIP      LEASE
---------------   ----------------  ------------  --------  ---------  --------
REGIONAL MALLS:
(cont'd.)
<S>               <C>                   <C>         <C>         <C>    <C>
VALENCIA          JCPenney              675,405/    1992        25.0%  Ground
TOWN CENTER       Robinsons-May         282,486                 (10)   Lease(11)
Valencia, CA      Sears
(Los Angeles
metropolitan
area)

COMMUNITY
CENTERS:

CITRUS PARK                             450,000   Scheduled    100.0%  Fee
PLAZA (12)                                          1998
Tampa, FL

THE PLAZA AT      Service               243,035/    1994       100.0%  Fee
BRANDON            Merchandise           89,185
TOWNCENTER       Target
Brandon, FL
(Tampa
metropolitan
area)

SERVICE           Service               133,987/    1988       100.0%  Fee
MERCHANDISE        Merchandise           69,968
PLAZA
Columbus, OH

NEW YORK          Kohl's                115,685/    1989       100.0%  Fee
SQUARE            OfficeMax              16,760
Aurora, IL
(Chicago
metropolitan
area)

<FN>
</TABLE>






<PAGE>   14
-----------------------

(1)  In those cases where a property's location is identified with
     a larger metropolitan area, the metropolitan area is
     identified in parentheses.

(2)  Reference is made to Notes 4 and 6 of Notes to Consolidated
     Financial Statements and to "Management's Discussion and
     Analysis of Financial Condition and Results of Operations"
     included in the Annual Report which is hereby incorporated by
     reference and to the Schedule III filed with this report for
     the current outstanding principal balance and a description
     of the long-term mortgage indebtedness secured by the
     Company's investment properties.

(3)  Excludes office components of Water Tower Place (93,796
     square feet), Oakbrook Center (239,719 square feet) and Old
     Orchard Center (60,000 square feet).

(4)  The Oakbrook Center ground lease expires in December 2040 and
     provides for renewal options for an additional 49 years as
     more fully discussed below.

(5)  Old Orchard Center was acquired on December 18, 1996.  See
     Note 3 of Notes to Consolidated Financial Statements in the
     Annual Report which is hereby incorporated by reference.

(6)  Construction is scheduled to begin in 1997 on Citrus Park
     Town Center which is scheduled to open in the spring of 1999.

(7)  Wolfchase Galleria opened on February 26, 1997.

(8)  A substantial portion of Penn Square Mall is on land subject
     to a ground lease expiring in 2060.  See Note 7 of Notes to
     Consolidated Financial Statements in the Annual Report which
     is hereby incorporated by reference.

(9)  An additional approximate 18% interest in Miami International
     Mall was purchased on April 1, 1996.  See Note 4 of Notes to
     Consolidated Financial statements in the Annual Report which
     is hereby incorporated by reference.

(10) Subordinated to unaffiliated venture partner's return of
     capital plus a return thereon.

(11) The Valencia Town Center ground lease expires in December
     2022. The partnership (in which the Operating Partnership is
     a limited partner) has an option to purchase the fee interest
     at any time at a predetermined price.

(12) Construction is scheduled to begin in 1997 on Citrus Park
     Plaza which is scheduled to open in the fall of 1998.

   The following two tables set forth certain rental information
with respect to the Properties (including the Company's unconsolidated
investment properties):

   CONTRACTUAL STEPS

   In certain cases, tenant leases contain provisions for periodic
increases in the minimum rental rate.  These increases do not
necessarily result in increased funds available for distribution of a
corresponding amount.  The amount of the increase is mitigated by
possible changes in a tenant's percentage rent breakpoint or amount,
lease expirations and terminations and the Company's ownership
interest in a property.  The table below shows contractual rent steps
for the years 1997 through 2001:


<PAGE>   15
<TABLE>
<CAPTION>                                                                  COMPANY'S
CONTRACTUAL STEPS (in thousands of dollars)(1)     TOTAL       PRO RATA SHARE
----------------------------------------------  -----------    --------------
<S>                                              <C>             <C>
1997                                             $   1,111       $     890
1998                                                 1,781           1,483
1999                                                 1,360           1,148
2000                                                 1,209             985
2001                                                 1,041             758

</TABLE>

(1)  Excludes Wolfchase Galleria, which opened on February 26, 1997.

   LEASE EXPIRATIONS

   The table below shows the square footage of lease expirations
and the average rent per square foot of the expirations for the
Company's retail tenants (excluding anchors, movie theaters and
temporary tenants) for the years 1997 through 2001 for the Properties
in total and for the Company's pro rata share of the Properties
(based on the Company's percentage ownership in each Property):


<TABLE>
<CAPTION>
                 TOTAL                 COMPANY'S PRO RATA SHARE
       --------------------------    ---------------------------
       EXPIRATIONS     AVERAGE       EXPIRATIONS      AVERAGE
YEAR     (S.F.)       RENT/S.F.        (S.F.)        RENT/S.F.
----   -----------    -----------    -----------     -----------
<S>      <C>          <C>              <C>            <C>
1997     217,231      $   29.59        174,445        $   30.43
1998     155,338          27.00        135,428            27.06
1999     157,991          26.94        133,496            24.60
2000     166,835          30.45        127,802            29.39
2001     187,322          36.67        163,986            35.57

</TABLE>

   OAKBROOK CENTER GROUND LEASE

   The following is a description of the Oakbrook Center ground lease.

   On December 31, 1990, Oak Brook Urban Venture (a consolidated
venture) sold the land underlying Oakbrook Center for $75,000,000
("ground sale-leaseback proceeds" or "Lessor Base Amount") and
leased it back for a period of 50 years with options to renew for
an additional 49 years.  For financial reporting purposes, the ground
sale-leaseback proceeds were accounted for as a financing transaction.
Minimum annual rent to the ground lessor accrues at 5% of the Lessor
Base Amount, a portion of which may be deferred based on available cash
flow (as defined) from Oakbrook Center.  Deferred amounts accrue interest
at 5% per annum.  In each of the years 1996, 1995 and 1994, Oak Brook
Urban Venture reported rent expense of $3,750,000 of which payment of
$2,350,000 has been deferred in 1996 and $2,550,000 has been deferred
in 1995 and 1994.  Interest has been accrued and deferred of
approximately $823,000, $668,000 and $515,000 for 1996, 1995 and 1994,
respectively, on the deferred balance.  The total deferred interest and
ground lease rent included in the accompanying consolidated balance
sheet at December 31, 1996 is approximately $18,359,000.

   The Oakbrook Ground Lease was amended, effective upon closing
of the Offering, to escalate the minimum annual payment from
$1,200,000 to $1,800,000 for the period 1994 to 2000.  Payment of the
portion of the annual rent of $3,750,000 in excess of the minimum
annual payment is deferred to the extent that the rental income is
inadequate to (i) pay all expenses (including debt service),
(ii) provide an amount equal to the excess of 5.5% of gross revenues
over property management fees actually paid to the property manager
(currently 2.5% of gross revenues) and (iii) allow the lessee to
recover a 10% yield on its investment (as defined) in Oakbrook Center
(cumulative from the date of the amendment, subject to certain
limitations).  So long as the lessee has recouped such 10% yield,
the rental income in excess of expenses (including debt service and
minimum annual rental) is used to pay the deferred annual


<PAGE>   16

rental plus yield thereon of 5%.  Excess rental income remaining
after payment of the deferred annual rental plus the 5% yield will
be used as follows: (i) the lessee is entitled to retain $1,250,000
per annum cumulative plus a yield thereon of 5% per annum and (ii) 50%
of any remaining amount of rental income will be paid to the lessor
as participating rent and 50% will be retained by the lessee.

   No participating rent is owing upon the sale of the lessee's
interest in the Oakbrook Ground Lease, unless the lessee elects to
cause the ground lessor to join in the sale.  If the lessee desires
to sell its leasehold interest, the ground lessor has a right of first
refusal and (if it does not elect to exercise the right of first
refusal and purchase the lessee's interest) a right to approve (in
its reasonable discretion) the transferee.  If the lessee elects to
cause the ground lessor to join in the sale, the combined net proceeds
(after payment of the debt) would be divided between the ground lessor
and lessee as follows: (i) the lessee would first be entitled to recoup
its investment (as defined) in the project, plus any shortfalls in the
10% yield thereon (subject to certain limitations); (ii) next, the
ground lessor would be entitled to any deferred annual rental plus a
yield thereon of 5% per annum; (iii) next, the ground lessor would be
entitled to $75,000,000; (iv) next, the lessee would be entitled to
$25,000,000 plus any shortfalls in its 5% yield thereon (although the
amount described in this sentence may instead have to be paid over to
the ground lessor, to the extent that the ground lessor has not otherwise
received from all rent and its share of sale proceeds $75,000,000 plus a
10% internal rate of return thereon from the commencement of the term of
the ground lease, subject to a limitation based on what would be owing on
the 10% internal rate of return if calculated as of the 50th anniversary
of the lease); and (v) the balance is split 50% to the ground lessor and
50% to the lessee.

   Pursuant to the Oakbrook Ground Lease, the lessor has the option,
commencing seventeen years (fourteen years under certain
circumstances) after the amendment of the Oakbrook Ground Lease, to put
the property to the lessee for cash or, at the option of the Company,
Units or shares of Common Stock, at a price based, in general, upon the
ground rent for the twelve calendar month period preceding the
exercise of the put.  In calculating the price of the ground lease,
the ground rent, as adjusted, is capitalized at a rate not lower than
50 basis points (.5%) over the dividend rate of the Company for twelve
calendar months preceding the exercise of the option (using the average
price per share during the twelve-month period).  Several adjustments
are made in calculating the application of the cash flow to ground
rent for purposes of the put, including the following: (i) the ground
lessor will be limited, as to rent deferred from prior years, to 5% of
the balance thereof, (ii) the lessee will be limited to 10% of its
investment and 10% of the cumulatively deferred yield (instead of
the full deferred amount), subject to various limitations, (iii) as
to the $1,250,000 per annum described above, the lessee will be
limited to $1,250,000 for the current year plus 5% of the balance
owing for previous years and (iv) capital expenditures and principal
amortization are excluded from the expenses used in calculating the
cash flow for purposes of determining the ground rent to capitalize.

ITEM 3.  LEGAL PROCEEDINGS

   The Company and its subsidiaries are not subject to any pending
material legal proceedings.  The Company and its subsidiaries are
parties to a variety of legal proceedings arising in the ordinary
course of their business.  It is management's opinion that the ultimate
resolution of these matters will not have a material adverse impact on
the financial condition, results of operations or liquidity of the Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   There were no matters submitted to the Company's shareholders
during the fourth quarter of 1996.

<PAGE>   17


                             PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

   The information required by this item is hereby incorporated
by reference to the material appearing on pages 35 and 36 of the
Annual Report under the captions "Quarterly Financial Summary"
and "Shareholder Information."


ITEM 6.  SELECTED FINANCIAL DATA

   The information required by this item is hereby incorporated
by reference to the data appearing on page 35 of the Annual
Report under the caption "Selected Financial Data."


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

   The information required by this item is hereby incorporated
by reference to the material appearing on pages 16 through 21 of
the Annual Report under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations."


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   The information required by this item is hereby incorporated
by reference to the "Consolidated Balance Sheets," "Consolidated
Statements of Operations," "Consolidated Statements of
Stockholders' Equity," "Consolidated Statements of Cash Flows,"
"Notes to Consolidated Financial Statements," "Independent
Auditors' Report" and "Quarterly Financial Summary" appearing in
the Annual Report on pages 22 through 35.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

   None.







<PAGE>   18


                            PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

   The information required by this item is hereby incorporated
by reference to the material appearing on pages 2 through 5 of
the Company's proxy statement for the annual meeting of
shareholders to be held in 1997 (the "Proxy Statement"), under
the captions "Election of Directors" and "Management - Directors
and Executive Officers" and on page 19 of the Proxy Statement
under the caption "Section 16(a) Beneficial Ownership Reporting
Compliance."


ITEM 11.  EXECUTIVE COMPENSATION

   The information required by this item is hereby incorporated
by reference to the material appearing on pages 6 through 11 of
the Proxy Statement under the captions "Executive Compensation -
Summary Compensation Table," " - Option Grants in 1996,"
" - Aggregated Option Exercises in 1996 and Year-End Option Values,"
" - Option Plan," " - Long-Term Incentive Plans-Awards in 1996,"
" - Incentive Compensation," " - 401(k) Plan," " - Cash Balance
Plan," " - Core Retirement Award Program," " - Compensation of Directors,"
" - Employment Contracts, Termination of Employment and Change-in-Control
Arrangements" and " - Compensation Committee Interlocks and Insider
Participation" and on pages 13 through 15 of the Proxy Statement under the
caption "Proposal 2 - Approval of Incentive Unit Program."


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

   The information required by this item is hereby incorporated
by reference to the material appearing on pages 17 and 18 of the
Proxy Statement under the caption "Security Ownership."


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   The information required by this item is hereby incorporated
by reference to the material appearing on pages 15 and 16 of the
Proxy Statement under the caption "Certain Relationships and
Related Transactions."










<PAGE>   19


                             PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          FORM 8-K

   (a) The following documents are filed as part of this report:

       (1) Financial Statements

               The consolidated balance sheets as of December
           31, 1996 and 1995 and the consolidated statements of
           operations, stockholders' equity and cash flows for
           each of the years ended December 31, 1996, 1995 and
           1994 together with related notes and the independent
           auditors' report dated January 24, 1997, except as to
           note 11 which is as of February 10, 1997, appearing
           on pages 22 through 34 of the 1996 annual report to
           shareholders, which is filed as Exhibit 13.1 to this
           report.

       (2) Financial Statement Schedule and Independent Auditors'
           Report

           Title                                       Schedule
           ---------                                   --------

           Consolidated Real Estate and Accumulated
             Depreciation                                III

               The independent auditors' report with respect to
           the financial statement schedule is on page 19.

       (3) Exhibits

               See Exhibit Index, which is hereby incorporated
           herein by reference.

       (b) The following report on Form 8-K was filed during the
           fourth quarter of 1996.

               (i)  The Registrant's report on Form 8-K
           (describing the acquisition of Old Orchard Center)
           was filed on November 25, 1996 as an Item 5. Other
           Events filing and included the following financial
           statements and pro forma financial information:

                          a.   Financial Statements.

                               Statements of Operations for Old
                Orchard Shopping Center for the nine months
                ended September 30, 1996 (unaudited) and the
                years ended December 31, 1995, 1994 and 1993,
                with Independent Auditors' Report thereon

                          b.   Pro Forma Financial Information.

                               Pro Forma Condensed Consolidated
                Balance Sheet as of September 30, 1996
                (unaudited)

                               Pro Forma Condensed Consolidated
                Statement of Operations for the nine months
                ended September 30, 1996 (unaudited)

                               Pro Forma Condensed Consolidated
                Statement of Operations for the year ended
                December 31, 1995 (unaudited)

<PAGE>   20










                  INDEPENDENT AUDITORS' REPORT




The Board of Directors and Shareholders
Urban Shopping Centers, Inc.:


Under date of January 24, 1997, except as to note 11 which is as
of February 10, 1997, we reported on the consolidated balance
sheets of Urban Shopping Centers, Inc. and consolidated
partnerships (the Company) as of December 31, 1996 and 1995, and
the related consolidated statements of operations, stockholders'
equity, and cash flows for each of the years in the three-year
period ended December 31, 1996, as contained in the 1996 annual
report to shareholders.  These consolidated financial statements
and our report thereon are incorporated by reference in the
annual report on Form 10-K for the year 1996.  In connection with
our audits of the aforementioned consolidated financial
statements, we also audited the related financial statement
schedule as listed in Part IV, Item 14(a)(2).  This financial
statement schedule is the responsibility of the Company's
management.  Our responsibility is to express an opinion on this
financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.



                                       KPMG PEAT MARWICK LLP








Chicago, Illinois
January 24, 1997




<PAGE>   21


                                                SCHEDULE III



                URBAN SHOPPING CENTERS, INC.

    Consolidated Real Estate and Accumulated Depreciation
                      December 31, 1996
                      ($000's omitted)
<TABLE>
<CAPTION>

                                                                      COSTS
                                                                    SUBSEQUENT
                                          INITIAL COST TO               TO
                                            THE COMPANY            ACQUISITION
                                    ---------------------------   ------------
                                                                     LAND AND
                                      LAND AND       BUILDINGS      BUILDINGS
                                     LEASEHOLD          AND            AND
DESCRIPTION          ENCUMBRANCE    IMPROVEMENTS   IMPROVEMENTS   IMPROVEMENTS
-----------          ------------   ------------   ------------   ------------
<S>                  <C>            <C>            <C>            <C>
RETAIL CENTERS:
Oak Brook, IL (A)(C)  $   140,000         49,324        232,063          5,288
Oklahoma City, OK(A)(C)        --          1,931         77,797          6,031
Santa Ana, CA (A)          80,000         11,461         77,893          6,279
Brandon, FL (A)(D)         28,100          3,741         40,805         74,100
Columbus, OH (A)(D)            --          2,418          9,617            102
Aurora, IL (A)(D)              --            398          2,282            450
Memphis, TN (E)            31,982          9,228         62,043             --
Skokie, IL (F)            159,804         24,000        236,931             --
                     ------------   ------------   ------------   ------------

Total                 $   439,886        102,501        739,431         92,250
                     ============   ============   ============   ============



</TABLE>


<PAGE>   22


   Consolidated Real Estate and Accumulated Depreciation -
                          Continued
                      December 31, 1996
                      ($000's omitted)

<TABLE>
<CAPTION>

                                           GROSS AMOUNTS AT WHICH
                                       CARRIED AT CLOSE OF PERIOD (B)
                      --------------------------------------------------------
                        LAND AND       BUILDINGS
                       LEASEHOLD         AND                      ACCUMULATED
DESCRIPTION           IMPROVEMENTS   IMPROVEMENTS   TOTAL(G)    DEPRECIATION(H)
-----------           ------------   ------------   ---------   --------------
<S>                    <C>                <C>        <C>              <C>
RETAIL CENTERS:
(cont'd.)
Oak Brook, IL (C)      $    49,324        237,351     286,675          (36,214)
Oklahoma City, OK (C)        1,931         83,828      85,759          (25,098)
Santa Ana, CA               11,761         83,872      95,633          (23,628)
Brandon, FL (D)              3,499        115,147     118,646           (9,295)
Columbus, OH (D)             2,418          9,719      12,137           (2,491)
Aurora, IL (D)                 398          2,732       3,130             (579)
Memphis, TN (E)              9,228         62,043      71,271              (28)
Skokie, IL (F)              24,000        236,931     260,931             (225)
                      ------------   ------------   ---------   --------------
     Total             $   102,559        831,623     934,182          (97,558)
                      ============   ============   =========   ==============


                                                                LIFE ON WHICH
                                                                 DEPRECIATION
                                                                  IN LATEST
                                                                STATEMENT OF
                           DATE OF              DATE            OPERATIONS IS
DESCRIPTION             CONSTRUCTION          ACQUIRED            COMPUTED
-----------            --------------      --------------      --------------
RETAIL CENTERS:
(cont'd.)
 Oak Brook, IL (C)               1962                1962                5-30
 Oklahoma City, OK (C)           1960                1985                5-30
 Santa Ana, CA                   1987                1984                5-30
 Brandon, FL (D)                 1995                1995                5-30
 Columbus, OH (D)                1988                1988              2.5-30
 Aurora, IL (D)                  1989                1989                  30
 Memphis, TN (E)                 1997                  --                  --
 Skokie, IL (F)                  1956                1996                7-30

<FN>

</TABLE>




<PAGE>   23


Consolidated Real Estate and Accumulated Depreciation - Concluded
                        December 31, 1996
                        ($000's omitted)


------------

(A) The initial cost to the Company approximates historical cost
    at October 14, 1993.

(B) The aggregate cost of real estate owned and the related
    accumulated depreciation at December 31, 1996, for Federal
    income tax purposes was approximately $827,000 and $86,000,
    respectively.

(C) Properties operated under ground leases; see Item 2 -
    Properties and Note 7 of Notes to Consolidated Financial
    Statements in the Annual Report which is hereby incorporated
    by reference.

(D) On July 26, 1995, the Company signed an agreement with a
    group of lenders for the establishment of a $90,000 secured,
    revolving line of credit, secured by the Company's retail
    centers located in Brandon, FL, Columbus, OH and Aurora, IL.
    See Note 6 of Notes to Consolidated Financial Statements in
    the Annual Report which is hereby incorporated by reference.

(E) Wolfchase Galleria opened on February 26, 1997.

(F) On December 18, 1996, the Company acquired a 100% interest in
    Old Orchard Center.

(G) Reconciliation of real estate owned:

<TABLE>
<CAPTION>
                                              1996        1995          1994
                                           ---------    ---------    ---------
      <S>                                  <C>            <C>          <C>
      Balance at beginning of period       $ 625,818      570,796      517,480
      Additions during period (a)            309,747       57,769       55,888
      Other (b)                               (1,383)      (2,747)      (2,572)
                                           ---------    ---------    ---------

      Balance at end of period             $ 934,182      625,818      570,796
                                           =========    =========    =========

</TABLE>

(H)    Reconciliation of accumulated depreciation:

<TABLE>
      <S>                                  <C>            <C>         <C>
      Balance at beginning of period       $ (79,544)     (62,699)    (49,881)
      Depreciation expense                   (18,514)     (17,024)    (12,601)
      Other (b)                                  500          179        (217)
                                           ---------    ---------   ---------

      Balance at end of period             $ (97,558)     (79,544)    (62,699)
                                           =========    =========   =========
</TABLE>
        (a)  Additions during the year ended December 31, 1996,
             include the $260,931 acquisition of Old Orchard Center.
             Additions during the year ended December 31, 1995,
             include $2,839 of additions acquired through the
             issuance of 134,000 Units.

        (b)  Other includes write-off and sale of assets and
             reclassifications to deferred expenses.








<PAGE>   24


                           SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) 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.

                        URBAN SHOPPING CENTERS, INC.

                   By:   MATTHEW S. DOMINSKI
                         President, Chief Executive Officer and
                         Director
                   Date: March 25, 1997

   Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated.

                   By:   MATTHEW S. DOMINSKI
                         President, Chief Executive Officer and
                         Director
                   Date: March 25, 1997

                   By:   ADAM S. METZ
                         Executive Vice President, Chief Financial
                         Officer, Treasurer, Director of
                         Acquisitions and
                         Chief Accounting Officer
                   Date: March 25, 1997

                   By:   NEIL G. BLUHM
                         Director
                   Date: March 25, 1997

                   By:   JUDD D. MALKIN
                         Director
                   Date: March 25, 1997

                   By:   JAMES B. DIGNEY
                         Director
                   Date: March 25, 1997

                   By:   SUSAN GETZENDANNER
                         Director
                   Date: March 25, 1997

                   By:   JOHN E. NEAL
                         Director
                   Date: March 25, 1997

                   By:   PHILLIP B. ROONEY
                         Director
                   Date: March 25, 1997

                   By:   JOHN G. SCHREIBER
                         Director
                   Date: March 25, 1997

                   By:   HENRY T. SEGERSTROM
                         Director
                   Date: March 25, 1997



<PAGE>   25

                  URBAN SHOPPING CENTERS, INC.

                          EXHIBIT INDEX


3.1   Fourth Amended and Restated Articles of Incorporation of the
      Registrant is hereby incorporated by reference to Exhibit 3.1
      to the Registrant's Form 10-Q (File No. 1-12278) filed on
      November 19, 1993

3.2   Second Amended and Restated By-Laws of the Registrant is hereby
      incorporated by reference to Exhibit 3.2 to the Registrant's
      Form 10-K (File No. 1-12278) filed on March 27, 1995

4.1   Stock Certificate is hereby incorporated by reference to
      Exhibit 4.1 to the Registrant's Form 10-Q (File No. 1-12278)
      filed on November 19, 1993

4.2   Indenture by and between USC Oakbrook, Inc. and Bankers Trust
      Company is hereby incorporated by reference to Exhibit 4.2 to
      the Registrant's Form 10-K (File No. 1-12278) filed on
      March 25, 1994

4.3   Mortgage Note by and between Oakbrook Urban Venture, L.P. and
      USC Oakbrook, Inc. is hereby incorporated by reference to
      Exhibit 4.3 to the Registrant's Form 10-K (File No. 1-12278)
      filed on March 25, 1994

4.4   Indenture by and between Water Tower Finance, Inc., Water
      Tower Joint Venture and First National Bank of Chicago is
      hereby incorporated by reference to Exhibit 4.7 to the
      Registrant's Form 10-K (File No. 1-12278) filed on March 25, 1994

4.5   Credit Agreement among Urban Shopping Centers, L.P., Union
      Bank of Switzerland (New York Branch), Morgan Guaranty Trust
      Company of New York and the several Lenders is hereby
      incorporated by reference to Exhibit 4.11 to the Registrant's
      Form 10-Q (File No. 1-2278) filed on November 9, 1995

4.6   First Amendment to Indenture by and between USC Oakbrook, Inc.
      and Bankers Trust Company is hereby incorporated by reference
      to Exhibit 4.11 to the Registrant's Form 10-K (File No. 1-12278)
      filed on March 25, 1996

4.7   Fourth Amendment to Loan Agreement by and among ZML-Old Orchard
      Limited Partnership, American National Bank and Trust Company of
      Chicago, The Prudential Insurance Company of America and Mellon
      Bank, N.A. is hereby filed herewith

10.1  Second Amended and Restated Agreement of Limited Partnership
      of Urban Shopping Centers, L.P. is hereby incorporated by
      reference to Exhibit 10.1 to the Registrant's Form 10-Q
      (File No. 1-12278) filed on November 19, 1993

10.2  Corporate Services Agreement among the Registrant, Urban
      Shopping Centers, L.P. and JMB Retail Properties Co. (now
      Urban Retail Properties Co.) is hereby incorporated by
      reference to Exhibit 10.3 to the Registrant's Form 10-Q
      (File No. 1-12278) filed on November 19, 1993

10.3  JMB Realty Corporation Employee Savings Plan is hereby
      incorporated by reference to Exhibit 10.4 to the
      Registrant's Registration Statement on Form S-11 (No. 33-
      64488)

10.4  Retirement Plan for Employees of Amfac, Inc. and Subsidiaries
      is hereby incorporated by reference to Exhibit 10.5 to the
      Registrant's Registration Statement on Form S-11 (No. 33-64488)

<PAGE>   26

                  URBAN SHOPPING CENTERS, INC.

                    EXHIBIT INDEX (Continued)

10.5  Urban Shopping Centers 1993 Option Plan is hereby incorporated
      by reference to Exhibit 10.6 to the Registrant's Form 10-Q
      (File No. 1-12278) filed on November 19, 1993

10.6  Non-Competition Agreement between JMB Realty Corporation and
      the Registrant is hereby incorporated by reference to Exhibit
      10.7 to the Registrant's Form 10-Q (File No. 1-12278) filed on
      November 19, 1993

10.7  Non-Competition Agreement between JMB Institutional Realty
      Corporation and the Registrant is hereby incorporated by
      reference to Exhibit 10.8 to the Registrant's Form 10-Q
      (File No. 1-12278) filed on November 19, 1993

10.8  Non-Competition Agreement between Neil G. Bluhm and the Registrant
      is hereby incorporated by reference to Exhibit 10.9 to the
      Registrant's Form 10-Q (File No. 1-12278) filed on November 19, 1993

10.9  Non-Competition Agreement between Judd D. Malkin and the
      Registrant is hereby incorporated by reference to Exhibit 10.10
      to the Registrant's Form 10-Q (File No. 1-12278) filed on
      November 19, 1993

10.10 Omnibus Agreement among Urban Shopping Centers, L.P., JMB
      Properties Company, JMB Retail Properties Co. (now Urban
      Retail Properties Co.) and the Registrant is hereby incorporated
      by reference to Exhibit 10.12 to the Registrant's Form 10-Q
      (File No. 1-12278) filed on November 19, 1993

10.11 Indemnification Agreement between the Registrant and its
      Directors and Officers is hereby incorporated by reference to
      Exhibit 10.13 to the Registrant's Form 10-Q (File No. 1-12278)
      filed on November 19, 1993

10.12 Registration Rights and Lock-Up Agreement between the
      Registrant and certain Investors is hereby incorporated by
      reference to Exhibit 10.14 to the Registrant's Form 10-Q
      (File No. 1-12278) filed on November 19, 1993

10.13 Stockholders Agreement between Center Partners, Ltd.,
      Urban Investment & Development Co., Urban-Water Tower
      Associates, JMB/Miami Investors, L.P., Island Holidays, Ltd.,
      Celtic Funding Corporation and the Registrant is hereby
      incorporated by reference to Exhibit 10.15 to the Registrant's
      Form 10-Q (File No. 1-12278) filed on November 19, 1993

10.14 Lease Agreement, dated December 31, 1990, by and between
      Teachers' Retirement System of the State of Illinois and LaSalle
      National Trust, N.A., as Trustee for Oak Brook Urban Venture, as
      amended by the First Amendment to Lease Agreement and to Restated
      and Amended Memorandum of Lease is hereby incorporated by reference
      to Exhibit 10.16 to the Registrant's Registration Statement on
      Form S-11 (No. 33-64488)

10.15 Second Amendment to Lease Agreement by and between Teachers'
      Retirement System of the State of Illinois and LaSalle National
      Trust, N.A., as Trustee for Oak Brook Urban Venture, L.P. is
      hereby incorporated by reference to Exhibit 10.17 to the
      Registrant's Form 10-Q (File No. 1-12278) filed on November 19, 1993

10.16 Net Ground Rental Lease Agreement with respect to Penn Square
      Mall, as amended by Amendment of Net Ground Rental Lease and as
      further amended by Second Amendment of Net Ground Rental Lease
      is hereby incorporated by reference to Exhibit 10.18 to the
      Registrant's Registration Statement on Form S-11 (No. 33-64488)

<PAGE>   27

                  URBAN SHOPPING CENTERS, INC.

                    EXHIBIT INDEX (Concluded)


10.17 Ground Lease by and between The Newhall Land and
      Farming Company and Valencia Town Center Associates is
      hereby incorporated by reference to Exhibit 10.19 to the
      Registrant's Registration Statement on Form S-11 (No. 33-
      64488)

10.18 Restated Employment Agreement between Matthew S.
      Dominski and the Registrant is hereby incorporated by
      reference to Exhibit 10.19 to the Registrant's Form 10-K
      (File No. 1-12278) filed on March 25, 1994

10.19 Third Amendment to Lease Agreement by and between
      Teachers' Retirement System of the State of Illinois and
      LaSalle National Trust, N.A., as Trustee for Oak Brook Urban
      Venture, L.P. is hereby incorporated by reference to Exhibit
      10.20 to the Registrant's Form 10-K (File No. 1-12278) filed
      on March 25, 1994

10.20 First Amendment to Second Amended and Restated
      Agreement of Limited Partnership of Urban Shopping Centers,
      L.P. is hereby incorporated by reference to Exhibit 10.21 to
      the Registrant's Form 10-Q (File No. 1-12278) filed on
      August 9, 1995

10.21 First and Second Amendments to Urban Shopping Centers
      1993 Option Plan are hereby incorporated by reference to
      Exhibit 10.22 to the Registrants Form 10-Q (File No. 1-
      12278) filed on August 9, 1995

10.22 Urban Shopping Centers 1996 Incentive Unit Program is
      hereby incorporated by reference to Exhibit 10.1 to the
      Registrant's Form 8-K filed on November 25, 1996

10.23 Second Amendment to Second Amended and Restated
      Agreement of Limited Partnership of Urban Shopping Centers,
      L.P. is hereby filed herewith

10.24 Agreement for Purchase and Sale of Partnership Interest
      by and between ZML-00 Associates Limited Partnership, Urban
      Shopping Centers, L.P., USC Old Orchard, Inc., and H. Rigel
      Barber, Gary A. Nickele and Jeffery A. Gluskin, as owner
      trustees of the Old Orchard Trust, is hereby filed herewith

10.25 Amended and Restated Agreement of Limited Partnership
      of Old Orchard Urban Limited Partnership by and between USC
      Old Orchard, Inc. and Urban Shopping Centers, L.P. is hereby
      filed herewith

13.1  1996 annual report to shareholders

21.1  Subsidiaries of the Registrant

23.1  Consent of KPMG Peat Marwick LLP

27.1  Financial Data Schedule

---------------

     Although certain additional long-term debt instruments of
the Registrant have been excluded from Exhibit 4 above, pursuant
to Rule 601(b)(4)(iii), the Registrant commits to provide copies
of such agreements to the Securities and Exchange Commission upon
request.