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                                                                   Exhibit 10.23
                        SECOND AMENDMENT
                               TO
  SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                               OF
                  URBAN SHOPPING CENTERS, L.P.

     This Second 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 entered into
as of the 18th day of December, 1996 between Urban Shopping
Centers, Inc., a Maryland corporation, as general partner (the
"General Partner"), with the consent of the Persons whose names
are set forth on Exhibit A to the Partnership Agreement, as limited
partners (the "Limited Partners"), and the undersigned Limited Partner
which is being admitted to the Partnership on the date hereof.

     WHEREAS, the General Partner and the Limited Partners desire
to amend the Partnership Agreement to create a class of 7%
Cumulative Convertible Redeemable Preferred Partnership Units
(the "Preferred Units") and a new class of common Partnership
Units (the "Class B Units") and to set forth the rights, powers,
duties and preferences of the Preferred Units and the Class B Units;

     NOW, THEREFORE, pursuant to Section 14.1.3 of the Partnership
Agreement, the General Partner and the Limited Partners hereby amend the
Partnership Agreement as follows:

     1.        The definitions of "Net Income" and "Net Loss" in
Article I of the Partnership Agreement are hereby amended by
adding "and Section 6.4" after the words "Sections 6.2 and 6.3"
in such definitions.

     2.        The definition of "Partnership Unit" or "Unit" in
Article I of the Partnership Agreement is hereby amended by
adding the following language at the end of the first sentence
thereof: ", and, except where the context indicates otherwise,
includes Preferred Units and Class B Units".

     3.        The definition of "Percentage Interest" in Article I of
the Partnership Agreement is hereby amended by adding the following
sentence as the second sentence thereof:  "For purposes of determining
Percentage Interests, Class B Units shall be considered Partnership Units,
but Preferred Units shall not be considered Partnership Units."

     4.        Section 4.2 of the Partnership Agreement is hereby
amended by adding the following new subsection 4.2.6 at the end
of such Section:

          "4.2.6  Issuance of Preferred Units and Class B Units.
                  ---------------------------------------------

          4.2.6.1   The General Partner shall have authority to
     cause the Partnership to issue up to 1,018,182  7% Cumulative
     Convertible Redeemable Preferred Partnership Units (the "Preferred
     Units") in connection with the acquisition by the Partnership of
     the Old Orchard shopping mall.  The Preferred Units shall have the
     rights, powers, duties and preferences set forth below. The General
     Partner shall have authority to cause the Partnership to issue up to
     1,018,182 Class B Partnership Units (the "Class B Units") upon
     conversion of the Preferred Units.  The Class B Units shall have
     the same rights, powers, duties and preferences as ordinary
     Partnership Units, except as set forth below.  Upon execution of
     an agreement to be bound by all of the terms and conditions of the
     Partnership Agreement, the purchaser of the Preferred Units shall
     be admitted as a Limited Partner of the Partnership.




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          4.2.6.2   The holders of Preferred Units shall be
     entitled to receive, when, as and if declared by the General
     Partner's Board of Directors out of funds legally available
     therefor, cumulative preferential distributions payable in
     cash in an amount per Preferred Unit equal to $1.925 per annum.
     Such distributions shall begin to accrue and shall be fully
     cumulative from the date of issuance of the Preferred Units (the
     "Issue Date"), whether or not in any period or periods there shall
     be funds legally available therefor, and shall be payable quarterly
     in arrears on the last day of March, June, September and December
     of each year (each, a "Distribution Payment Date"), commencing on
     the first Distribution Payment Date after the Issue Date, when, as
     and if declared by the General Partner's Board of Directors, to the
     holders of record of Preferred Units as they appear on the records
     of the Partnership at the close of business on each Distribution
     Payment Date.  The distributions payable for each full period for
     the Preferred Units shall be computed by dividing the annual
     distribution rate by four.  The distributions payable for the
     initial period and for any other period shorter than a full period
     shall be computed based on the number of days the Preferred Units
     were outstanding during the period versus the number of days in
     the full period. The distributions on the Preferred Units shall
     be payable as a preference to any other distributions by the
     Partnership solely out of Available Cash which is derived from
     or attributable to the Old Orchard shopping mall unless and
     until such time, if any, as the Partnership sells all or any
     substantial part of the Old Orchard shopping mall and will
     be payable as a preference to any other distributions by the
     Partnership from the Partnership's entire Available Cash from
     and after such time.  To the extent any distributions on the
     Preferred Units are not made, whether or not because of insufficient
     funds, the unpaid amount will be cumulative without interest and will
     be payable prior to any future distributions on the Preferred Units.
     Accrued and unpaid distributions for any past periods may be declared
     and paid at any time and for such interim periods, without reference
     to any regular Distribution Payment Date, to the holders of Preferred
     Units entitled thereto.  Any distribution payment made on the Preferred
     Units shall first be credited against the earliest accrued but unpaid
     distribution due with respect to the Preferred Units which remains
     payable.  No interest, or sum of money in lieu of interest, shall be
     payable in respect of any distributions on the Preferred Units which
     may be in arrears.  Holders of Preferred Units shall not be entitled
     to any distributions, whether payable in cash, property or stock, in
     excess of cumulative distributions, as herein provided, on the
     Preferred Units.

          4.2.6.3   So long as any Preferred Units are outstanding,
     no distributions (other than distributions paid solely in, or
     options, warrants or rights to subscribe for or purchase, securities
     which are junior to the Preferred Units in both the payment of
     distributions and the distribution of assets upon liquidation,
     dissolution or winding up ("Fully Junior Securities")) shall be
     declared or paid or set apart for payment on Fully Junior
     Securities or on securities which are junior to the Preferred
     Units in either the payment of distributions or the distribution
     of assets upon liquidation, dissolution or winding up ("Junior
     Securities"), nor shall any Junior Securities or Fully Junior
     Securities be redeemed, purchased or otherwise acquired (other than
     a redemption, purchase or other acquisition of Common Stock or
     Partnership Units made pursuant to any plan providing for the
     acquisition, whether directly or pursuant to options or other
     securities, of Common Stock or Partnership Units by Directors,
     officers or employees of the General Partner or of any entity
     in which the General Partner, either directly or indirectly, owns
     more than a 50% economic interest) for any consideration (or any
     moneys be paid to or made available for a sinking fund for the
     redemption of any Junior Securities or Fully Junior Securities)
     by the General Partner or the Partnership, directly or indirectly
     (except by conversion into or exchange for Fully Junior Securities),





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     unless in each case (i) the full cumulative distributions on all
     outstanding Preferred Units shall have been paid or declared and
     set apart for payment for all past periods with respect to the
     Preferred Units and (ii) sufficient funds shall have been set apart
     for payment of the distribution for the current period with respect
     to the Preferred Units.

          4.2.6.4   Upon the occurrence of an Event of Dissolution,
     before any payment or distribution of the assets of the Partnership
     shall be made to or set apart for the holders of Junior Securities
     or Fully Junior Securities, the holders of the Preferred Units shall
     be entitled to receive $27.50 per Preferred Unit plus an amount equal
     to all distributions (whether or not earned or declared) accrued
     and unpaid thereon to the date of final distribution to such
     holders (the "Liquidation Preference"); but such holders shall not
     be entitled to any further payment.  The Liquidation Preference
     shall be payable only to the extent of the Capital Account balance
     of each such holder of Preferred Units, after giving effect to all
     contributions, distributions and allocations for all periods, and
     solely out of proceeds which are derived from or attributable to
     the liquidation of the Old Orchard shopping mall upon an Event of
     Dissolution unless the Partnership shall have sold all or any
     substantial part of the Old Orchard shopping mall prior to such
     Event of Dissolution, in which case the Liquidation Preference
     shall be payable out of the general liquidation proceeds of the
     Partnership.  If, upon the occurrence of an Event of Dissolution,
     the assets of the Partnership, or proceeds thereof, distributable
     among the holders of the Preferred Units shall be insufficient to pay
     in full the Liquidation Preference, then such assets, or the proceeds
     thereof, shall be distributed among the holders of the Preferred
     Units pro rata in accordance with the respective amounts that would
     be payable to each holder if all amounts payable were paid in full.
     Subject to the rights of the holders of any other class of
     securities, upon an Event of Dissolution, after payment shall have
     been made in full to the holders of the Preferred Units as provided
     above, any other class or classes of Junior Securities or Fully Junior
     Securities shall, subject to the respective terms and provisions (if
     any) applying thereto, be entitled to receive any and all assets of
     the Partnership remaining to be paid or distributed, and the holders
     of the Preferred Units shall not be entitled to share therein.

          4.2.6.5   The Preferred Units shall be convertible, in
     whole or in part, at the option of each holder on not less
     than 90 days' notice by such holder to the Partnership at
     any time after the seventh anniversary of the Issue Date,
     unless previously redeemed, into Class B Units at a
     conversion rate of one Class B Unit for each Preferred Unit.
     Holders of Preferred Units may give notice of conversion of
     Preferred Units after notice of redemption of such Preferred
     Units is given by the Partnership pursuant to Section
     4.2.6.7 so long as such conversion may and does occur prior
     to the redemption date set by the Partnership.  Upon the
     date of any such conversion for which the converting holder
     gave notice of conversion after the Partnership gave notice
     of redemption pursuant to Section 4.2.6.7 (but not
     otherwise), the Partnership shall pay the converting holder
     an amount equal to all distributions (whether or not earned
     or declared) accrued and unpaid on the Preferred Units being
     converted to such conversion date on the Preferred Units
     which were called for redemption and are being converted.
     Holders of Preferred Units shall not be entitled to a pro
     rata distribution on the Preferred Units for the period
     during which any Preferred Units are converted into Class B
     Units if such holders do not hold such Preferred Units on
     the Distribution Payment Date for such period, but such
     holders shall be entitled to distributions on the Class B
     Units as provided in Section 4.2.6.6.






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          4.2.6.6   The Class B Units shall have the same rights,
     powers, duties and preferences as ordinary Partnership
     Units, except as provided in Section 4.2.6.8 and Section
     6.4, and shall be convertible into Common Stock pursuant to
     Section 4.2.5 in the same manner and on the same basis as
     are ordinary Partnership Units.

          4.2.6.7   The Preferred Units shall not be redeemable
     by the Partnership prior to the seventh anniversary of the
     Issue Date.  On and after the seventh anniversary of the
     Issue Date, the Preferred Units shall be redeemable on not
     less than 100 days' notice by the Partnership to the holders
     thereof for cash, in whole or in part, at the option of the
     Partnership, for $27.50 per Preferred Unit, plus accrued and
     unpaid distributions, if any, thereon to the date of redemption,
     including a pro rata distribution for the period from the
     immediately preceding Distribution Payment Date to the redemption
     date.  If fewer than all the outstanding Preferred Units are to
     be redeemed, the redemption shall be pro rata among all holders
     of Preferred Units.

          4.2.6.8   The holders of the Preferred Units shall not have
     any right to vote or consent to Partnership matters or amendments
     to the Partnership Agreement or to receive notice of Partnership
     action, except as set forth in Section 14.1.3 and except as follows:

                    (a)  No amendment to this Section 4.2.6 shall be made
          without the consent of the holders of at least two-thirds of the
          Preferred Units then outstanding;

                    (b)  No amendment to Section 6.4 shall be made without
          the consent of the holders of at least two-thirds of the
          Preferred Units and the Class B Units then outstanding, voting
          together as a single class;

                    (c)  The holders of the Preferred Units and
          the Class B Units shall receive at least six months' prior
          written notice of sales of the Old Orchard shopping mall and
          at least three months' prior written notice of any refinancing
          of the debt which is secured by the Old Orchard shopping mall
          which significantly changes the maturity of such debt or converts
          the note evidencing such debt into a term note."

     5.        Article VI of the Partnership Agreement is hereby amended
by adding the following new Section 6.4 at the end of such Article:

          "Section 6.4  Special Allocations With Respect to Preferred Units,
                        ----------------------------------------------------
                        Class B Units and Old Orchard Shopping Mall.
                        -------------------------------------------

          Notwithstanding the provisions of Section 6.1 (but
     subject to the other provisions of this Article VI and this
     Agreement), the profits and losses of the Partnership shall
     be allocated as follows to reflect the investment and terms
     of the Preferred Units and Class B Units.  Such allocations
     shall be made for purposes of maintaining the Capital Accounts
     and in determining the rights of the Partners among themselves.
     The Partnership's items of income, gain, loss and deduction computed
     in accordance with Section 4.4 shall be allocated among the Partners
     for each taxable year (or portion thereof) ending on or after the
     date of this amendment as provided below with respect to Old Orchard
     and other assets acquired in connection therewith.

          Section 6.4.1  NET INCOME.  After giving effect to the
     special allocations set forth in Sections 6.2 and 6.3 and
     excepting all items of depreciation of, and gain or loss
     from the sale or disposition of, Old Orchard, Net Income
     with respect to Old Orchard shall be allocated:






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                         (a) first, to the General Partner to the
               extent that, on a cumulative basis, Net Losses
               previously allocated to the General Partner
               pursuant to clause (c) of the first sentence
               of Section 6.4.2 exceed Net Income
               previously allocated to the General Partner
               pursuant to this clause (a) of the first sentence
               of Section 6.4.1;

                         (b) second, to the holders of Preferred
               Units to the extent of the excess of the sum of
               (i) the cumulative amount of all preferred
               distributions which theretofore have been paid, or
               which have been accrued under Section 4.2.6.2 but
               not paid, and (ii) all previous allocations of Net
               Loss under Section 6.4.2 to the holders of
               Preferred Units, over the previous allocations
               under this clause (b); and

                         (c) third, to the Partners other than
               the holders of Preferred Units in accordance with
               their respective Percentage Interests.

          After giving effect to the special allocations set
     forth in Sections 6.2 and 6.3, any gain from the sale or
     disposition of Old Orchard shall be allocated 1% to the
     General Partner and the remaining 99% as follows:

                         (a) first, to the holders of Preferred
               Units to the extent equal to the sum of (i) the
               excess, if any, of the Liquidation Preference for
               such Units over the Adjusted Capital Account for
               such Units and (ii) the excess of the cumulative
               amount of all preferred distributions which
               theretofore have been paid, or which have been
               accrued under Section 4.2.6.2 but not paid, over
               the previous net positive allocations under the
               first sentence of each of Sections 6.4.1 and
               6.4.2, provided that to the extent such a holder
               converts his Preferred Units for Class B Units,
               such holder shall be treated as continuing to be a
               holder of Preferred Units under this clause (a) to
               the extent necessary to permit allocations of gain
               to restore parity between such holder's adjusted
               Capital Account existing at such conversion and
               such holder's Liquidation Preference; and

                         (b) second, to the Partners other than
               the holders of Preferred Units in accordance with
               their respective Percentage Interests.

          Section 6.4.2  NET LOSSES AND LOSSES ATTRIBUTABLE TO
     DEPRECIATION.  After giving effect to the special
     allocations set forth in Sections 6.2 and 6.3 and excepting
     all items of depreciation of Old Orchard and gains or losses
     from any sale or disposition of Old Orchard, Net Losses with
     respect to Old Orchard shall be allocated:

                         (a) first, to the Partners other than
               the holders of Preferred Units in accordance with
               their respective Percentage Interests, provided
               that Net Losses shall not be allocated to any
               Limited Partner pursuant to this Section 6.4.2 to
               the extent that such allocation would cause such
               Limited Partner to have an Adjusted Capital
               Account Deficit at the end of such taxable year
               (or increase any existing Adjusted Capital Account
               Deficit) with Adjusted Capital Accounts and
               Adjusted Capital Account Deficits being determined
               solely for this purpose as if Old Orchard were the
               sole asset in the Partnership and the Partner's
               capital contribution made with respect to the
               Partnership's acquisition of Old Orchard were the
               only contribution and the allocations under
               Section 6.4 were exclusive of any allocations made
               under Section 6.1 (hereafter referred to as the
               "Old Orchard Segregation Basis");


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                         (b) second, to the holders of Preferred
               Units (to the extent of such interests) provided
               that Net Losses shall not be allocated to any such
               holder pursuant to this Section 6.4.2 to the
               extent that such allocation would cause such
               holder to have an Adjusted Capital Account Deficit
               at the end of such taxable year (or increase any
               existing Adjusted Capital Account Deficit), as
               computed using the Old Orchard Segregation Basis,
               and

                         (c) to the General Partner to the extent
               in excess of all limitations set forth in
               clauses (a) and (b) immediately above.

                    All items of depreciation with respect to Old
          Orchard for any taxable year and any loss from the sale
          or disposition of Old Orchard shall be allocated 1% to
          the General Partner and the remaining 99% as follows:

                         (a) first, to the Partners other than
               the holders of Preferred Units in accordance with
               their Percentage Interests until the cumulative
               amount of such depreciation or loss so allocated
               shall equal the capital contribution of such
               Partner made in connection with the Partnership's
               acquisition of Old Orchard;

                         (b) second, to the holders of Preferred
               Units until the cumulative amount of such
               depreciation or loss so allocated shall equal the
               capital contribution of such Limited Partner made
               in connection with the Partnership's acquisition
               of Old Orchard; and

                         (c) thereafter to the holders of
               Preferred Units.

                    Notwithstanding any other provision herein,
          it is the intent of the Partners that no items of
          depreciation will be allocated to any Limited Partner
          other than a holder of Preferred Units or Class B
          Units.

          Section 6.4.3  NONRECOURSE LIABILITIES.  For purposes
     of Regulations under Section 1.752-3(a), the Partners agree
     that with respect to Nonrecourse Liabilities of the
     Partnership secured by a mortgage on Old Orchard in excess
     of the sum of (a) the amount of Partnership Minimum Gain
     (computed under the Old Orchard Segregation Basis) and
     (b) the total amount of Nonrecourse Built-in Gain (computed
     under the Old Orchard Segregation Basis), such Nonrecourse
     Liabilities shall be allocated 1% to the General Partner and
     99% to the holders of Preferred Units and Class B Units, if
     any.

          Section 6.4.4  GAINS.  Any gain allocated to the
     Partners upon the sale or other taxable disposition of any
     Partnership asset shall to the extent possible, after taking
     into account other required allocations of gain pursuant to
     Section 6.2, be characterized as Recapture Income in the
     same proportions and to the same extent as such Partners
     have been allocated any deductions directly or indirectly
     giving rise to the treatment of such gains as Recapture
     Income.

          Section 6.4.5  ALLOCATIONS FOLLOWING A SALE OR
     DISPOSITION OF OLD ORCHARD.  Following any sale or
     disposition of Old Orchard (other than a sale or disposition
     occurring in connection with or following an Event of
     Dissolution), if the Preferred Units of any Partner are not
     redeemed by the Partnership and remain outstanding, the
     General Partner shall make such allocations of Net Income or
     Net Losses with respect to all assets of the Partnership to
     cause the Adjusted Capital Accounts of such holders to equal
     the Liquidation Preference and to permit the distributions
     contemplated by Section 4.2.6.2.


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          Section 6.4.6  CAPITAL ACCOUNTS.  The Capital Accounts
     of the General Partner and the holder of the Preferred Units
     shall each be increased by the amount of the Capital
     Contribution contributed by such Partner with respect to Old
     Orchard.  The Capital Accounts of all other Limited Partners
     shall not be affected by such Capital Contributions."

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

     7.        This Amendment shall be governed by the internal laws
of the State of Illinois.

     8.        Capitalized terms used and not defined herein shall
have the respective meanings assigned to such terms 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
                                     ------------------------------------------
                              Name:  Michael Hilborn
                              Title: Senior Vice President


     IN WITNESS WHEREOF, the undersigned, which is hereby being
admitted as a Limited Partner of the Partnership, agrees to be bound
by all of the terms and conditions of the Partnership Agreement as of
the date written above.

                                                       H. RIGEL
                              BARBER, GARY A. NICKELE AND JEFFREY A.
                              GLUSKIN, NOT PERSONALLY BUT AS OWNER
                              TRUSTEES UNDER THE TRUST AGREEMENT DATED
                              AS OF NOVEMBER 22, 1996 AND KNOWN AS THE
                              OLD ORCHARD TRUST


                              By:   /s/ H. Rigel Barber
                                    ---------------------------------------
                                    H. Rigel Barber
                                    Owner Trustee


                              By:  /s/ Gary A. Nickele
                                   ----------------------------------------
                                   Gary A. Nickele
                                   Owner Trustee


                              By:  /s/ Jeffrey A. Gluskin
                                   ----------------------------------------
                                   Jeffrey A. Gluskin
                                   Owner Trustee