EXHIBIT 10.31
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                              FOURTH AMENDMENT
                                     TO
        SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                                     OF
                        URBAN SHOPPING CENTERS, L.P.


      This Fourth Amendment (this "Amendment") to the Second Amended and
Restated Agreement of Limited Partnership, dated as of October 14, 1993 (as
amended through the date hereof, the "Partnership Agreement"), of Urban
Shopping Centers, L.P., an Illinois limited partnership (the
"Partnership"), is made as of the 29th day of December, 1998 by Urban
Shopping Centers, Inc., a Maryland corporation, as general partner (the
"General Partner"), pursuant to the authority contained in Section 14.1.2.3
of the Partnership Agreement.

      WHEREAS, the Partnership is an Illinois limited partnership existing
under the Illinois Revised Uniform Limited Partnership Act (the "Act")
pursuant to the Partnership Agreement;

      WHEREAS, the General Partner is issuing Series B Preferred Shares (as
defined in the amendment set forth in Section 1 below);

      WHEREAS, the General Partner will contribute the net proceeds of the
issuance of the Series B Preferred Shares as a Capital Contribution to the
Partnership;

      WHEREAS, Section 4.2.2 of the Partnership Agreement provides as
follows:

      "The Partnership also may from time to time issue to the General
Partner additional Partnership Units or other Partnership Interests in one
or more classes, or one or more series of any of such classes, with such
designations, preferences and relative, participating, optional or other
special rights, powers and duties, including rights, powers and duties
senior to Limited Partnership Interests, all as shall be determined by the
General Partner, subject to Illinois law, including, without limitation,
with respect to (a) the allocations of items of Partnership income, gain,
loss, deduction and credit to each such class or series of Partnership
Interests; (b) the right of each such class or series of Partnership
Interests to share in Partnership distributions; and (c) the rights of each
such class or series of Partnership Interests upon dissolution and
liquidation of the Partnership; provided that (x) the additional
Partnership Interests are issued in connection with an issuance of shares
of the General Partner, which shares have designations, preferences and
other rights, all such that the economic interests are substantially
similar to the designations, preferences and other rights of the additional
Partnership Interests issued to the General Partner in accordance with this
Section 4.2.2, and (y) the General Partner shall make a Capital
Contribution to the Partnership in an amount equal to the proceeds raised
in connection with the issuance of such shares of the General Partner."

      WHEREAS, Section 14.1.2.3 of the Partnership Agreement provides that
the General Partner shall have the power, without the consent of the
Limited Partners, to amend the Partnership Agreement "to set forth the
rights, powers, duties, and preferences of the holders of any additional
Partnership Interests issued pursuant to Section 4.2.2" of the Partnership
Agreement; and

      WHEREAS, the General Partner desires to amend the Partnership
Agreement to set forth the rights, powers, duties, and preferences of the
General Partner as the holder of certain Partnership Interests, and the
Partnership Units corresponding thereto, issued pursuant to Section 4.2.2
of the Partnership Agreement;


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      NOW, THEREFORE, pursuant to the authority contained in Section
14.1.2.3 of the Partnership Agreement, the General Partner hereby amends
the Partnership Agreement as follows:

      1.    AMENDMENT.  Effective at (and subject to the occurrence of) the
Effective Time (as defined in Section 2 below), Section 4.2 of the
Partnership Agreement is hereby amended by adding the following new
subsection 4.2.8 at the end of such Section: 

            "4.2.8      PARTNERSHIP INTERESTS AND UNITS IN CONNECTION WITH
SERIES B CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK.

            4.2.8.1     Pursuant to the provisions of, and upon the Capital
Contribution called for by, Section 4.2.2, there are hereby from time to
time issued to the General Partner additional Partnership Interests and,
corresponding thereto, a number of Partnership Units (the "Series B
Preferred Units") equal to the number of shares of Series B Cumulative
Convertible Redeemable Preferred Stock of the General Partner, as
classified and designated by Articles Supplementary (the "Articles
Supplementary") filed with the Maryland State Department of Assessments and
Taxation on December 24, 1998 (the "Series B Preferred Shares"), from time
to time outstanding.  The Series B Preferred Units shall have such
designations, preferences and relative, participating, optional or other
special rights, powers and duties, including rights, powers and duties
senior to Limited Partnership Interests, as further provided in Section
4.2.8.2 and Section 4.2.8.3 below and as shall be determined by the General
Partner, subject to Illinois law, including, without limitation, with
respect to (a) the allocations of items of Partnership income, gain, loss,
deduction and credit, (b) the right to share in Partnership distributions
and (c) the rights upon dissolution and liquidation of the Partnership, all
such that the economic interests represented by the Series B Preferred
Units are substantially similar to the designations, preferences and other
rights of the Series B Preferred Shares.  To the extent necessary to give
effect to the preceding sentence, (i) the Series B Preferred Units shall
have preference over other Partnership Units with respect to distributions
of Available Cash as provided in clause (i) of  Section 5.1, and (ii) the
General Partner shall, with respect to the Series B Preferred Units, have
priority over other Partners and Assignees as to profits, losses and
distributions as authorized by Section 8.4; provided, however, that nothing
contained in this Amendment shall be deemed to modify the preferences,
rights, powers and duties of (i) the Class B Units as set forth in the
Second Amendment to the Partnership Agreement, dated as of December 18,
1996 and (ii) the Series A Preferred Units as set forth in the Third
Amendment to the Partnership Agreement, dated as of November 13, 1997.

            4.2.8.2     The General Partner shall be entitled to receive
preferential distributions on the Series B Preferred Units corresponding to
the dividends to which holders of the Series B Preferred Shares are
entitled.  As set forth in the Articles Supplementary, the dividends to
which holders of Series B Preferred Shares are entitled are as follows
(capitalized terms used in the following subsections (a) through (d) and
not defined in this Amendment are used as defined in the Articles
Supplementary):



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                  (a)   The holders of Series B Preferred Stock shall be
entitled to receive, when, as and if authorized and declared by the Board
out of funds legally available for that purpose, cumulative dividends
payable in cash in an amount per share equal to the greater of (i) the base
dividend of $0.525 per quarter (the "Base Rate") or (ii) the cash dividends
declared on the number of shares of Common Stock, or portion thereof, into
which a share of Series B Preferred Stock would then be convertible,
without regard to any time restrictions on the convertibility of the Series
B Preferred Stock. The amount referred to in clause (ii) of this paragraph
(a) with respect to each succeeding Dividend Period shall be determined as
of the applicable Dividend Payment Date by multiplying the number of shares
of Common Stock, or portion thereof calculated to the fourth decimal point,
into which a share of Series B Preferred Stock would then be convertible
(without regard to any time restrictions on the convertibility of the
Series B Preferred Stock) at the opening of business on such Dividend
Payment Date (based on the Conversion Price then in effect) by the
aggregate cash dividends payable or paid for such Dividend Period in
respect of a share of Common Stock outstanding as of the record date for
the dividend payable on the Common Stock for such Dividend Period. If (A)
the Corporation pays a cash dividend on the Common Stock after the Dividend
Payment Date for the corresponding Dividend Period and (B) the dividend on
the Series B Preferred Stock for such Dividend Period calculated pursuant
to clause (ii) of this paragraph (a), taking into account the Common Stock
dividend referenced in clause (A), exceeds the dividend previously declared
on the Series B Preferred Stock for such Dividend Period, the Corporation
shall pay an additional dividend to the holders of the Series B Preferred
Stock on the date that the Common Stock dividend referenced in clause (A)
is paid, in an amount equal to the difference between the dividend
calculated pursuant to clause (B) and the dividends previously declared on
the Series B Preferred Stock with respect to such Dividend Period. Such
dividends shall be cumulative from the Issue Date, whether or not in any
Dividend Period or Periods such dividends are declared or there are funds
of the Corporation legally available for the payment of such dividends, and
shall be payable quarterly in arrears on the Dividend Payment Dates,
commencing on the first Dividend Payment Date after the Issue Date. Each
such dividend shall be payable in arrears to the holders of record of the
Series B Preferred Stock, as they appear on the stock records of the
Corporation at the close of business on such record date as is fixed by the
Board which shall be not more than 60 days prior to the corresponding
Dividend Payment Date and, within such 60-day period, shall be the same
date as the record date for the regular quarterly dividend payable on the
Common Stock for such Dividend Period (or, if there is no such record date
for the Common Stock, then such date as the Board may fix). Accumulated,
accrued and unpaid dividends for any past Dividend Periods may be
authorized or declared and paid at any time, without reference to any
regular Dividend Payment Date, to holders of record on such record date as
may be fixed by the Board which shall be not more than 45 days prior to the
corresponding payment date.



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                  (b)   The amount of dividends payable per share of Series
B Preferred Stock for the Initial Dividend Period, or any other period
shorter than a full Dividend Period, shall be computed ratably on the basis
of a 360-day year of twelve 30-day months. Holders of Series B Preferred
Stock shall not be entitled to any dividends, whether payable in cash,
property or stock, in excess of cumulative dividends as herein provided on
the Series B Preferred Stock. No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend payment or payments
on the Series B Preferred Stock which may be in arrears.

                  (c)   So long as any of the Series B Preferred Stock is
outstanding, except as described in the immediately following sentence, no
dividends shall be declared or paid or set apart for payment by the
Corporation and no other distribution of cash or other property shall be
declared or made directly or indirectly by the Corporation with respect to
any class or series of Parity Stock for any period unless all accumulated,
accrued and unpaid dividends have been or contemporaneously are declared
and paid or declared and a sum sufficient for the payment thereof set apart
for payment for all past Dividend Periods with respect to the Series B
Preferred Stock. When dividends are not paid in full or a sum sufficient
for such payment is not set apart for payment as provided above, all
dividends declared on the Series B Preferred Stock and all dividends
declared on any other class or series of Parity Stock shall be declared
ratably in proportion to the respective amounts of dividends accumulated,
accrued and unpaid on the Series B Preferred Stock and on such Parity
Stock.

                  (d)   So long as any of the Series B Preferred Stock is
outstanding, no dividends (other than dividends or distributions paid in,
or options, warrants or rights to subscribe for or purchase, Junior Stock)
shall be declared or paid or set apart for payment by the Corporation and
no other distribution of cash or other property shall be declared or made
directly or indirectly by the Corporation with respect to any class or
series of Junior Stock, nor shall any Junior Stock be redeemed, purchased
or otherwise acquired (other than a redemption, purchase or other
acquisition of Common Stock made for purposes of an employee incentive or
benefit plan of the Corporation or any subsidiary) for any consideration
(or any moneys be paid to or made available for a sinking fund for the
redemption of any Junior Stock) directly or indirectly by the Corporation
(except by conversion into or exchange for Junior Stock), nor shall any
other cash or other property otherwise be paid or distributed to or for the
benefit of any holder of Junior Stock in respect thereof directly or
indirectly by the Corporation unless in each case (i) all dividends
(including all accumulated, accrued and unpaid dividends) have been or
contemporaneously are declared and paid or declared and a sum sufficient
for the payment thereof set apart for payment for all past Dividend Periods
with respect to the Series B Preferred Stock and all past dividend periods
with respect to any Parity Stock and (ii) a sum sufficient for the payment
thereof has been or contemporaneously is paid or set apart for payment of
the dividend for the current Dividend Period with respect to the Series B
Preferred Stock and the current dividend period with respect to any Parity
Stock.



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            4.2.8.3     Upon any liquidation, dissolution or winding up of
the Partnership, whether voluntary or involuntary, the General Partner
shall be entitled to receive preferential distributions with respect to the
Series B Preferred Units corresponding to the liquidation preference to
which holders of the Series B Preferred Shares are entitled upon any
liquidation, dissolution or winding up of the General Partner.  As set
forth in the Articles Supplementary, the liquidation preference to which
holders of Series B Preferred Shares are entitled is as follows
(capitalized terms used in the following subsections (a) and (b) and not
defined in this Amendment are used as defined in the Articles
Supplementary):

                  (a)   Upon any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, before any payment or
distribution of the assets of the Corporation (whether capital or surplus)
shall be made to or set apart for the holders of Junior Stock, the holders
of Series B Preferred Stock shall be entitled to receive $32.32 per share
of Series B Preferred Stock (the "Liquidation Preference"), plus an amount
equal to all dividends (whether or not earned or declared) accumulated,
accrued and unpaid thereon to the date of final distribution to such
holders, if any; but such holders shall not be entitled to any further
payment. Until the holders of the Series B Preferred Stock have been paid
the Liquidation Preference in full, plus an amount equal to all dividends
(whether or not earned or declared) accumulated, accrued and unpaid thereon
to the date of final distribution to such holders, no payment shall be made
to any holder of Junior Stock upon any liquidation, dissolution or winding
up of the Corporation. If, upon any liquidation, dissolution or winding up
of the Corporation, the assets of the Corporation, or the proceeds thereof,
distributable among the holders of Series B Preferred Stock are
insufficient to pay in full such preferential amount and liquidating
payments on any other class or series of Parity Stock, then such assets, or
the proceeds thereof, shall be distributed among the holders of Series B
Preferred Stock and any such other Parity Stock ratably in proportion to
the respective amounts which would be payable on such Series B Preferred
Stock and any such other Parity Stock if all amounts payable thereon were
paid in full.



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                  (b)   Upon any liquidation, dissolution or winding up of
the Corporation, after payment has been made in full to the holders of
Series B Preferred Stock and any Parity Stock as provided in this Section
4.2.8.3, any other series or class of Junior Stock shall, subject to the
respective terms thereof, be entitled to receive any and all assets
remaining to be paid or distributed, and the holders of the Series B
Preferred Stock and any Parity Stock shall not be entitled to share
therein.

                  (c)   For purposes of this Section 4.2.8.3, (i) a
consolidation or merger of the Corporation with or into one or more
corporations, (ii) a sale or transfer of all or substantially all of the
Corporation's assets or (iii) a statutory share exchange shall not be
deemed to be a liquidation, dissolution or winding up, voluntary or
involuntary, of the Corporation."

      2.    EFFECTIVENESS.  The amendment set forth in Section 1 shall
become effective at the time of the first issuance of Series B Preferred
Shares (the "Effective Time").

      3.    CONTINUING EFFECTIVENESS.  As herein amended, the Partnership
Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects.

      4.    GOVERNING LAW.  This Amendment shall be governed by the
internal laws of the State of Illinois.

      5.    DEFINED TERMS.  Capitalized terms used and not defined herein
are used as defined in the Partnership Agreement.




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      IN WITNESS WHEREOF, the undersigned, the General Partner of the
Partnership, has executed this Amendment to the Partnership Agreement as of
the date written above.

                                    URBAN SHOPPING CENTERS, INC.
      

                                    By:    /s/Michael Hilborn
                                           ------------------------------
                                           Michael Hilborn
                                           Senior Vice President