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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                  FORM 10-Q/A
                               (Amendment No. 1)

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

  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

               For the quarterly period ended September 30, 2000

      SIMON PROPERTY GROUP, INC.            SPG REALTY CONSULTANTS, INC.
(Exact name of registrant as specified (Exact name of registrant as specified
            in its charter)                        in its charter)


               Delaware                               Delaware
      (State of incorporation or             (State of incorporation or
             organization)                          organization)


               001-14469                            001-14469-01
         (Commission File No.)                  (Commission File No.)


               046268599                             13-2838638
 (I.R.S. Employer Identification No.)   (I.R.S. Employer Identification No.)


         National City Center                   National City Center
 115 West Washington Street, Suite 15   115 West Washington Street, Suite 15
                 East                                   East
      Indianapolis, Indiana 46204            Indianapolis, Indiana 46204
    (Address of principal executive        (Address of principal executive
               offices)                               offices)


            (317) 636-1600                         (317) 636-1600
    (Registrant's telephone number,        (Registrant's telephone number,
         including area code)                   including area code)

   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 [_]

   As of November 7, 2000, 168,730,718 shares of common stock, par value
$0.0001 per share, 3,200,000 shares of Class B common stock, par value $0.0001
per share, and 4,000 shares of Class C common stock, par value $0.0001 per
share of Simon Property Group, Inc. were outstanding, and were paired with
1,719,347 shares of common stock, par value $0.0001 per share, of SPG Realty
Consultants, Inc.

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   Simon Property Group hereby amends its Form 10-Q for the period ended
September 30, 2000 to include a signature page, which was unintentionally
omitted from the original EDGAR filing. No other modifications were made to the
previously filed Form 10-Q.

                                   SIGNATURE

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

                                          Simon Property Group, Inc. and
                                          SPG Realty Consultants, Inc.

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

Date: November 10, 2000
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                                   SIGNATURE

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

                                          Simon Property Group, Inc. and
                                          SPG Realty Consultants, Inc.

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

Date: November 10, 2000

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