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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                  FORM 10-K/A

                               (Amendment No. 1)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

           For the fiscal year ended December 31, 1997
                       Commission file number 333-11491

                          SIMON DeBARTOLO GROUP, L.P.
            (Exact name of registrant as specified in its charter)
                                       
               Delaware                           34-1755769
    ------------------------------            -------------------
     (State or other jurisdiction              (I.R.S. Employer
   of incorporation or organization)          Identification No.)
                                                       
      115 West Washington Street                       
         Indianapolis, Indiana                       46204
----------------------------------------          ----------
(Address of principal executive offices)          (Zip Code)
                                       
      Registrant's telephone number, including area code: (317) 636-1600
                                       
       Securities registered pursuant to Section 12 (b) of the Act: None

       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.     N/A

                      Documents Incorporated By Reference
     
Portions of Simon DeBartolo Group, Inc.'s Form 10-K/A (Amendment No. 1) are
incorporated by reference in Part III.
<PAGE>
Simon DeBartolo Group, L.P. hereby amends its Annual Report on Form 10-K for
the year ended December 31, 1997, filed with the Commission on March 31, 1998,
by revising the information required by Part III (Items 10, 11, 12 and 13), as
attached hereto.

                                   SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on its behalf by
the undersigned, hereunto duly authorized.


                                              SIMON DeBARTOLO GROUP, L.P.
                                              By: Simon DeBartolo Group, Inc.
                                                  General Partner

                                              By: /s/ James M. Barkley
                                                  --------------------
                                                  James M. Barkley,
                                                  Secretary/General Counsel

<PAGE>
                                   Part III

Item 10. Directors and Executive Officers of the Registrant

     The general partners of the Operating Partnership are the Company and SD
Property Group, Inc., a majority owned subsidiary of the Company. SD Property
Group, Inc. is the managing general partner of the Operating Partnership. The
directors and executive officers of the Company also hold the same offices with
SD Property Group, Inc. The information required by this item is incorporated
herein by reference to the Company's Form 10-K/A (Amendment No. 1) and is
included under the caption "EXECUTIVE OFFICERS OF THE REGISTRANT" in Part I
hereof.

Item 11. Executive Compensation

     The information required by this item is incorporated herein by reference
to the Company's Form 10-K/A (Amendment No. 1).

Item 12. Security Ownership of Certain Beneficial Owners and Management

     The information required by this item is incorporated herein by reference
to the Company's Form 10-K/A (Amendment No. 1).


Item 13. Certain Relationships and Related Transactions
     The information required by this item is incorporated herein by reference 
to the Company's Form 10-K/A (Amendment No. 1).