UNITED STATES
                      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 ended December 31, 1997
                        Commission file number 1-12618

                          SIMON DEBARTOLO GROUP, INC.
            (Exact name of registrant as specified in its charter)
                                       
               MARYLAND                              35-1901999
      ---------------------------               -------------------
     (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:
     
                                               NAME OF EACH EXCHANGE
  TITLE OF EACH CLASS                           ON WHICH REGISTERED
  Common stock, $0.0001 par value             New York Stock Exchange
  8 3/4% Series B Cumulative Redeemable
  Preferred Stock, $.0001 par value          New York 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.     [X]

The aggregate market value of voting stock held by non-affiliates of the
Registrant was approximately $3,258 million based on the closing market price
on the New York Stock Exchange for such stock on March 6, 1998. As of March 6,
1998, 106,484,009; 3,200,000 and 4,000 shares of common stock, Class B common
stock and Class C common stock were outstanding, respectively.
                      Documents Incorporated By Reference
     
Portions of the registrant's Proxy Statement in connection with its Annual
Meeting of Shareholders are incorporated by reference in Part III.
<PAGE>
                                    PART I

ITEM 1. BUSINESS

     BACKGROUND
     
     Simon DeBartolo Group, Inc. (the "Company"), a Maryland corporation,
formerly known as Simon Property Group, Inc., is a self-administered and self-
managed real estate investment trust ("REIT") under the Internal Revenue Code
of 1986, as amended (the "Code"). The Company's majority owned subsidiary
partnership is Simon DeBartolo Group, L.P. ("the Operating Partnership"). The
Company, through the Operating Partnership, is engaged primarily in the
ownership, operation, management, leasing, acquisition, expansion and
development of real estate properties, primarily regional malls and community
shopping centers.

     As of December 31, 1997, the Operating Partnership owns or holds an
interest in 202 income-producing properties, which consist of 120 regional
malls, 72 community shopping centers, three specialty retail centers, four
mixed-use properties and three value-oriented super-regional mall located in 33
states (the "Properties"). The Operating Partnership also owns interests in one
specialty retail center and two community centers currently under construction
and nine parcels of land either in preconstruction development or held for
future development (collectively, the "Development Properties", and together
with the Properties, the "Portfolio Properties"). The Operating Partnership
also holds substantially all of the economic interest in M.S. Management
Associates, Inc. (the "Management Company"), while substantially all of the
voting stock is held by Melvin Simon, Herbert Simon and David Simon. The
Management Company manages Properties generally not wholly-owned by the
Operating Partnership and certain other properties, and also engages in certain
property development activities. The Operating Partnership also holds
substantially all of the economic interest in, and the Management Company holds
substantially all of the voting stock of, DeBartolo Properties Management, Inc.
("DPMI"), which provides architectural, design, construction and other services
to substantially all of the Portfolio Properties, as well as certain other
regional malls and community shopping centers owned by third parties. At
December 31, 1997, 1996 and 1995, the Company's ownership interest in the
Operating Partnership was 63.9%, 61.4%, and 61.0%, respectively.

     THE DRC MERGER

     On August 9, 1996, the Company acquired the national shopping center
business of DeBartolo Realty Corporation ("DRC") for an aggregate value of $3.0
billion (the "DRC Merger"). The acquired portfolio consisted of 49 regional
malls, 11 community centers and 1 mixed-use Property. These Properties included
47,052,267 square feet of retail space gross leasable area ("GLA") and 558,636
of office GLA. Pursuant to the DRC Merger, the Company issued a total of
37,873,965 shares of common stock, to the DRC shareholders. DRC became a 99.9%
subsidiary of the Company. The Company changed its name to Simon DeBartolo
Group, Inc. In addition, the Management Company purchased from The Edward J.
DeBartolo Corporation all of the voting stock of DPMI, for $2.5 million in
cash.

     For additional information concerning the DRC Merger, please see Note 3 to
the consolidated financial statements.

     THE PARTNERSHIP MERGER

     On December 31, 1997, Simon Property Group, L.P., a Delaware limited
partnership ("SPG, LP"), merged (the "Partnership Merger") into the Operating
Partnership. Prior to the Partnership Merger, the Operating Partnership and the
Company held all of the partnership interests of SPG, LP, which held interests
in certain of the Portfolio Properties. As a result of the Partnership Merger,
the Operating Partnership now directly or indirectly owns or holds interests in
all of the Portfolio Properties and directly holds substantially all of the
economic interest in the Management Company. Prior to the DeBartolo Merger,
references to the Operating Partnership refer to SPG, LP only.

     DEFINITIVE MERGER AGREEMENT

     The Company, Corporate Property Investors ("CPI") and Corporate Realty
Consultants, Inc. ("CRC") entered into an Agreement and Plan of Merger, dated
as of February 18. 1998 (the "Merger Agreement") , pursuant to which a
subsidiary of CPI shall be merged with and into the Company (the "Merger").
Upon consummation of the Merger, CPI will be renamed and holders of the
Company's common stock will receive shares of CPI common stock on a one-for-one
<PAGE>
basis and beneficial interests in shares of CRC common stock. Based upon the
capitalization of the Company and CPI as of December 31, 1997, the Company's
stockholders would own in the aggregate approximately 67% of the outstanding
shares of the new entity's common stock. {Even though the Company's
stockholders will receive shares of common stock of a new entity, substantially
all the members of the current Board of Directors and senior management of the
Company will be members of the new Board of Directors and senior management of
the new entity.} All of the Company's policies, including investment and
financing policies, and practices are expected to continue as the new entity's
policies and practices.

     The Merger Agreement provides that prior to the Merger each holder of CPI
common stock will receive consideration of $179 per share, consisting of a
dividend of : (i) the Cash Amount (as defined below) ; (ii) 1.0818 shares of
CPI common stock; and (iii) 0.19 shares of CPI 6.5% convertible preferred
stock. The "Cash Amount" is equal to $90.00 per share of CPI common stock,
subject to adjustment as follows: (i) if the Market Price (as defined below)
for the Company's common stock at the effective time of the Merger exceeds
$38.67, then the Cash Amount shall be reduces by an amount equal to such excess
multiplied by 2.0818 and (ii) if the Market Price for the Company's common
stock at the effective time of the Merger is less than $28.58, then the Cash
Amount shall be increased by an amount equal to such deficiency multiplied by
2.0818. The "Market Price" shall be the average of the closing prices per share
for the Company's common stock on the New York Stock Exchange for the 20
consecutive trading days ending on the fifth trading day prior to the effective
time of the Merger.

     The transaction is expected to be consummated during the third quarter of
1998 and is subject to the approval of the Company's stockholders, as well as
customary regulatory and other conditions. The requisite number of CPI
stockholders already have agreed to approve the transaction. The foregoing
description of the Merger Agreement does not purport to be complete and is
qualified in its entirety by reference to the Merger Agreement, which appears
as Exhibit 10.1 to the Company's Form 8-K dated February 19, 1998 and is
incorporated herein by reference.

     GENERAL
     
     As of December 31, 1997, the Operating Partnership owned or held interests
in a diversified portfolio of 202 income-producing Properties, including 120
enclosed regional malls, 72 community shopping centers, three specialty retail
centers, four mixed-use Properties and three value-oriented super-regional
malls, located in 33 states. Regional malls, community centers and the
remaining portfolio comprised 82.8%, 8.3%, and 8.9%, respectively of total rent
revenues and tenant reimbursements in 1997. The value-oriented super-regional
malls are not included in consolidated rent revenues and tenant reimbursements
as they are each accounted for using the equity method of accounting. The
Properties contain an aggregate of approximately 128.8 million square feet of
GLA, of which 78.0 million square feet is owned by the Operating Partnership
("Owned GLA"). Approximately 3,600 different retailers occupy more than 14,000
stores in the Properties. Total estimated retail sales at the Properties
exceeded $25 billion in 1997.

     The Company and certain of its subsidiaries are taxed as a REIT's under
sections 856 through 860 of the Code, and applicable Treasury regulations
relating to REIT qualification. The Company is self-administered and self-
managed and does not engage or pay a REIT advisor. The Company provides
management, development, leasing, accounting, finance and legal, design and
construction expertise through its own personnel or, where appropriate, through
outside professionals.

     OPERATING STRATEGIES
     
     The Company's primary business objectives are to increase per share cash
generated from operations and the value of the Operating Partnership's
Properties and operations. The Company plans to achieve these objectives
through a variety of methods discussed below, although no assurance can be made
that such objectives will be achieved.

     Leasing. The Operating Partnership pursues an active leasing strategy,
     which includes aggressively marketing available space; renewing existing
     leases at higher base rents per square foot; and continuing to sign leases
     that provide for percentage rents and/or regular or periodic fixed
     contractual increases in base rents.

    Management. Drawing upon the expertise gained through management of
    approximately 140 million square feet of retail and mixed-use Properties,
    the Operating Partnership seeks to maximize cash flow through a
    combination of an active merchandising program to maintain its shopping
    centers as inviting shopping destinations, continuation of its successful
    efforts to minimize overhead and operating costs, coordinated marketing
    and promotional activities, and systematic planning and monitoring of
    results.
<PAGE>    
    Acquisitions. The Operating Partnership intends to selectively acquire
    individual properties and portfolios of properties that meet its
    investment criteria as opportunities arise. Management believes that
    consolidation will continue to occur within the shopping center industry,
    creating opportunities for the Operating Partnership to acquire additional
    portfolios of shopping centers and increase operating profit margins.
    Management also believes that its extensive experience in the shopping
    center business, access to capital markets, national operating scope,
    familiarity with real estate markets and advanced management systems will
    allow it to evaluate and execute acquisitions competitively. Additionally,
    the Operating Partnership may be able to acquire properties on a tax-
    advantaged basis for the transferors.
    
    During 1997, the Operating Partnership, through the acquisition of The
    Retail Property Trust ("RPT"), and other related transactions, acquired a
    portfolio of ten wholly-owned Properties and one 50%-owned Property
    comprising approximately twelve million square feet of GLA in eight
    states. RPT is also a REIT. In addition, the Operating Partnership made
    several other single-Property ownership acquisitions in 1997. The
    Operating Partnership acquired a 50% ownership interest in Dadeland Mall
    and an additional 48% ownership interest in West Town Mall, increasing its
    ownership in that Property to 50%. In addition, the Operating Partnership
    acquired The Fashion Mall at Keystone at the Crossing, a 597,000 square-
    foot regional mall, along with an adjacent community center. Also acquired
    in 1997 was the remaining 30% ownership interest in Virginia Center
    Commons. On December 29, 1997, the Operating Partnership formed a joint
    venture partnership with The Macerich Company ("Macerich") to acquire a
    portfolio of twelve regional malls comprising approximately 10.7 million
    square feet of GLA. This transaction closed on February 27, 1998, with the
    Operating Partnership assuming leasing and management responsibilities for
    six of the regional malls and Macerich assuming leasing and management for
    the remaining properties.

    Development. The Operating Partnership's focus is to selectively develop
    new Properties in major metropolitan areas that exhibit strong population
    and economic growth. During 1997, the Operating Partnership opened one new
    regional mall, two value-oriented super-regional malls and one new
    community shopping center. On September 5, 1997, the Operating Partnership
    opened The Source, a 730,000 square-foot regional mall in Westbury (Long
    Island), New York. On October 31, 1997 the Operating Partnership opened
    Grapevine Mills, a 1.2 million square feet value-oriented super-regional
    mall in Grapevine (Dallas/Fort Worth), Texas, and on November 20, 1997,
    the Operating Partnership opened Arizona Mills, a 1.2 million square-foot
    value-oriented super-regional mall in Tempe, Arizona. In March 1997, the
    Operating Partnership opened Indian River Commons, a 260,000 square-foot
    community shopping center in Vero Beach, Florida, which is immediately
    adjacent to an existing regional mall Property.
     
    Development activities are ongoing at several other locations including
    the following projects, which have an aggregate construction cost of
    approximately $200 million:
     * The Shops at Sunset Place, a destination-oriented retail and
       entertainment project containing approximately 510,000 square feet of
       GLA is scheduled to open in October of 1998 in South Miami, Florida.
     * Muncie Plaza, a 196,000 square-foot community center project, is
       scheduled to open in April of 1998 in Muncie, Indiana, adjacent to
       Muncie Mall.
     * Lakeline Plaza, a 380,000 square-foot community center project, is
       scheduled to open in two phases in May and November of 1998 in Austin,
       Texas, adjacent to Lakeline Mall.
    
    The Operating Partnership also has direct or indirect interests in nine
    other parcels of land either in preconstruction development or being held
    for future development in eight states totaling approximately 677 acres.
    Management believes the Operating Partnership is well positioned to pursue
    future development opportunities as conditions warrant.
    
    The Operating Partnership is in the preconstruction development phase on
    one new value-oriented super-regional mall, a factory outlet center and
    one new community center project. Concord Mills, an approximately $200
    million development, is scheduled to open in 1999. This 1.4 million square-
    foot value-oriented super-regional mall development project is 50%-owned
    by the Operating Partnership. Houston Premium Outlets is a 462,000 square-
    foot factory outlet project in Houston, Texas. This approximately $462
    million project, of which the Operating Partnership has a 50% ownership
    interest in, is scheduled to begin construction in 1998 and open in 1999.
    The Shops at North East Mall, which is immediately adjacent to an existing
<PAGE>
    regional mall in the Company's portfolio, is an approximately $55 million
    development. This 391,000 square-foot wholly-owned development project is
    scheduled to open in Hurst, Texas, in 1999.
     
    Strategic Expansions and Renovations. A key objective of the Operating
    Partnership is to increase the profitability and market share of the
    Properties through the completion of strategic renovations and expansions.
    In 1997, the Operating Partnership completed construction and opened
    fourteen expansion and/or renovation projects: Alton Square in Alton,
    Illinois; Aventura Mall in Miami, Florida; Chautauqua Mall in Jamestown,
    New York; Columbia Center in Kennewick, Washington; The Forum Shops at
    Caesar's in Las Vegas, Nevada; Knoxville Center in Knoxville, Tennessee;
    La Plaza in McAllen, Texas; Muncie Mall in Muncie, Indiana; Northfield
    Square in Bradley, Illinois; Northgate Mall in Seattle, Washington; Orange
    Park Mall in Jacksonville, Florida; Paddock Mall in Ocala, Florida;
    Richmond Square in Richmond, Indiana; and Southern Park Mall in
    Youngstown, Ohio.
    
    The Operating Partnership has a number of renovation and/or expansion
    projects currently under construction, or in preconstruction development.
    The Operating Partnership expects to commence construction on many of
    these projects in the next 12 to 24 months.
     
     COMPETITION
     
     The Operating Partnership believes that it has a competitive advantage in
the retail real estate business as a result of (i) its use of innovative
retailing concepts, (ii) its management and operational expertise, (iii) its
extensive experience and relationship with retailers and lenders, (iv) the
size, quality and diversity of its Properties and (v) through the mall
marketing initiatives of Simon Brand Ventures, which the Company believes is
the world's largest and most sophisticated mall marketing initiative.
Management believes that the Properties are the largest, as measured by GLA, of
any publicly traded REIT, with more regional malls than any other publicly
traded REIT. For these reasons, management believes the Operating Partnership
to be the leader in the industry.
     
     All of the Portfolio Properties are located in developed areas. With
respect to certain of such properties, there are other properties of the same
type within the market area. The existence of competitive properties could have
a material effect on the Operating Partnership's ability to lease space and on
the level of rents the Operating Partnership can obtain.
     There are numerous commercial developers, real estate companies and other
owners of real estate that compete with the Operating Partnership in its trade
areas. This results in competition for both acquisition of prime sites
(including land for development and operating properties) and for tenants to
occupy the space that the Operating Partnership and its competitors develop and
manage.

     ENVIRONMENTAL MATTERS
     
     General Compliance. Management believes that the Portfolio Properties are
in compliance, in all material respects, with all Federal, state and local
environmental laws, ordinances and regulations regarding hazardous or toxic
substances (see Item 3. Legal Proceedings). Substantially all of the Portfolio
Properties have been subjected to Phase I or similar environmental audits
(which generally involve only a review of records and visual inspection of the
property without soil sampling or ground water analysis) by independent
environmental consultants. The Phase I environmental audits are intended to
discover information regarding, and to evaluate the environmental condition of,
the surveyed properties and surrounding properties. The environmental audits
have not revealed, nor is management aware of, any environmental liability that
management believes will have a material adverse effect on the Company. No
assurance can be given that existing environmental studies with respect to the
Portfolio Properties reveal all potential environmental liabilities; that any
previous owner, occupant or tenant of a Portfolio Property did not create any
material environmental condition not known to management; that the current
environmental condition of the Portfolio Properties will not be affected by
tenants and occupants, by the condition of nearby properties, or by unrelated
third parties; or that future uses or condition (including, without limitation,
changes in applicable environmental laws and regulations or the interpretation
thereof) will not result in imposition of additional environmental liability.

     Asbestos-containing materials. Asbestos-containing materials are present
in most of the Properties, primarily in the form of vinyl asbestos tile,
mastics and roofing materials, which are generally in good condition.
Fireproofing and insulation containing asbestos is also present in certain
<PAGE>
Properties in limited concentrations or in limited areas. The presence of such
asbestos-containing materials does not violate currently applicable laws.
Asbestos-containing materials will be removed by the Operating Partnership in
the ordinary course of any renovation, reconstruction and expansion, and in
connection with the retenanting of space.

     Underground Storage Tanks. Several of the Portfolio Properties contain or
at one time contained underground storage tanks used to store waste oils or
other petroleum products primarily related to the operation of auto service
center establishments. All such tanks had been removed or previously abandoned
in place and filled with inert materials in accordance with applicable
environmental laws. Site assessments have revealed seven Properties contain
certain soil and/or groundwater contamination associated with such tanks.
Subsurface investigations (Phase II assessments) and remediation work are
either ongoing or scheduled to be conducted at such Properties. The costs of
remediation with respect to such matters have not been and are not expected to
be material.

     Properties to be Developed or Acquired. Land being held for shopping mall
development or that may be acquired for development may contain residues or
debris associated with the use of the land by prior owners or third parties. In
certain instances, such residues or debris could be or contain hazardous wastes
or hazardous substances. Prior to exercising any option to acquire any of the
optioned properties, the Operating Partnership will conduct environmental due
diligence consistent with past practice.

     EMPLOYEES
     
     The Company, the Operating Partnership and its affiliates employ
approximately, 6,300 persons at various centers and offices throughout the
United States. Approximately 730 of such employees are located at the Company's
headquarters in Indianapolis, Indiana, and approximately 3,400 of all employees
are part-time.

     INSURANCE
     
     The Operating Partnership has comprehensive liability, fire, flood,
extended coverage and rental loss insurance with respect to its Properties.
Management believes that such insurance provides adequate coverage.

     CORPORATE HEADQUARTERS

     The Company's executive offices are located at National City Center, 115
West Washington Street, Indianapolis, Indiana 46204, and its telephone number
is (317) 636-1600.
<PAGE>
     EXECUTIVE OFFICERS OF THE REGISTRANT

     The following table sets forth certain information with respect to the
executive officers of the Company as of December 31, 1997.
         Name             Age                      Position
                                 
Melvin Simon (1)          71     Co-Chairman
Herbert Simon (1)         63     Co-Chairman
David Simon (1)           36     Chief Executive Officer
Richard S. Sokolov        48     President and Chief Operating Officer
Randolph L. Foxworthy     53     Executive Vice President - Corporate
                                  Development
William J. Garvey         59     Executive Vice President - Property
                                  Development
James A. Napoli           51     Executive Vice President - Leasing
John R. Neutzling         45     Executive Vice President - Property
                                  Management
James M. Barkley          46     General Counsel; Secretary
Stephen E. Sterrett       42     Treasurer
John Rulli                41     Senior Vice President - Human Resources &
                                  Corporate Operations
James R. Giuliano, III    40     Senior Vice President
                                 
(1) Melvin Simon is the brother of Herbert Simon and the father of David Simon.

     Set forth below is a summary of the business experience of the executive
officers of the Company. The executive officers of the Company serve at the
pleasure of the Board of Directors and have served in such capacities since the
formation of the Company in 1993, with the exception of Mr. Sokolov and Mr.
Giuliano who have held their offices since the DRC Merger. For biographical
information of Melvin Simon, Herbert Simon, David Simon, and Richard Sokolov,
see Item 10 of this report.

     Mr. Foxworthy is the Executive Vice President - Corporate Development of
the Company. Mr. Foxworthy joined Melvin Simon & Associates, Inc. ("MSA") in
1980 and has been an Executive Vice President in charge of Corporate
Development of MSA since 1986 and has held the same position with the Company
since its formation in 1993.

     Mr. Garvey is the Executive Vice President - Property Development of the
Company. Mr. Garvey, who was Executive Vice President and Director of
Development at MSA, joined MSA in 1979 and held various positions with MSA.

     Mr. Napoli is the Executive Vice President - Leasing of the Company. Mr.
Napoli also served as Executive Vice President and Director of Leasing of MSA,
which he joined in 1989.

     Mr. Neutzling is the Executive Vice President - Property Management of the
Company. Mr. Neutzling has also been an Executive Vice President of MSA since
1992 overseeing all property and asset management functions. He joined MSA in
1974 and has held various positions with MSA.

     Mr. Barkley serves as the Company's General Counsel and Secretary. Mr.
Barkley holds the same position for MSA. He joined MSA in 1978 as Assistant
General Counsel for Development Activity.

     Mr. Sterrett serves as the Company's Treasurer. He joined MSA in 1989 and
has held various positions with MSA.

     Mr. Rulli holds the position of Senior Vice President - Human Resources
and Corporate Operations. He joined MSA in 1988 and has held various positions
with MSA.

     Mr. Giuliano has served as Senior Vice President since the DRC Merger. He
joined DRC in 1993, where he served as Senior Vice President and Chief
Financial Officer up to the DRC Merger.

<PAGE>

ITEM 2. PROPERTIES

     PORTFOLIO PROPERTIES
     
     The Properties primarily consist of two types: regional malls and
community shopping centers. Regional malls contain two or more anchors and a
wide variety of smaller stores ("Mall" stores) located in enclosed malls
connecting the anchors. Additional stores ("Freestanding" stores) are usually
located along the perimeter of the parking area. The 120 regional malls in the
Properties range in size from approximately 200,000 to 1.6 million square feet
of GLA, with 116 regional malls over 400,000 square feet. These regional malls
contain in the aggregate nearly 11,600 occupied stores, including 480 anchors
which are mostly national retailers. As of December 31, 1997, regional malls
(including specialty retail centers, and retail space in the mixed-use
Properties) represented 81.8% of total GLA, 76.5% of Owned GLA and 81.5% of
total annualized base rent of the Properties.
     Community shopping centers are generally unenclosed and smaller than
regional malls. Most of the 72 community shopping centers in the Properties
range in size from approximately 100,000 to 400,000 square feet of GLA.
Community shopping centers generally are of two types: (i) traditional
community centers, which focus primarily on value-oriented and convenience
goods and services, are usually anchored by a supermarket, drugstore or
discount retailer and are designed to service a neighborhood area; and (ii)
power centers, which are designed to serve a larger trade area and contain at
least two anchors that are usually national retailers among the leaders in
their markets and occupy more than 70% of the GLA in the center. As of December
31, 1997, community shopping centers represented 13.5% of total GLA, 16.1% of
Owned GLA and 8.7% of the total annualized base rent of the Properties.
     The Operating Partnership also has an interest in three specialty retail
centers, four mixed-use Properties and three value-oriented super-regional
malls. The specialty retail centers contain approximately 760,000 square feet
of GLA and do not have anchors; instead, they feature retailers and
entertainment facilities in a distinctive shopping environment and location.
The four mixed-use Properties range in size from approximately 500,000 to
1,025,000 square feet of GLA. Two of these Properties are regional malls with
connected office buildings, and two are located in mixed-use developments and
contain primarily office space. The value-oriented super-regional malls are
each joint venture partnerships ranging in size from approximately 1.2 million
to 1.3 million square feet of GLA. These include Arizona Mills, Grapevine Mills
and Ontario Mills. These Properties combine retail outlets, manufacturers, off-
price stores and other value-oriented tenants. As of December 31, 1997, value-
oriented super-regional malls represented 2.9% of total GLA, 4.6% of Owned GLA
and 5.6% of the total annualized base rent of the Properties.
     As of December 31, 1997, approximately 87.3% of the Mall and Freestanding
Owned GLA in regional malls, specialty retail centers and the retail space in
the mixed use Properties was leased, approximately 93.8% of the Owned GLA in
the value-oriented super-regional malls was leased, and approximately 91.3% of
Owned GLA in the community shopping centers was leased.
     Of the 202 Properties, 154 are owned 100% by the Operating Partnership and
the remainder are held as joint venture interests. The Operating Partnership is
the managing or co-managing general partner of all but eight of the Properties
held as joint venture interests.

<PAGE>


                            Additional Information

     The following table sets forth certain information, as of December
31, 1997, regarding the Properties:
<TABLE>
<CAPTION>
                                         The Operating
                      Ownership          Partnership's
                 Interest (Expiration     Percentage         Year Built or        Total
  Name/Location      if Lease)(1)         Interest(2)          Acquired            GLA        Anchors/Specialty/Anchors

                                                                     
REGIONAL MALLS

<C> <S>                  <S>                 <C>                 <S>           <C>               <S>        <C>
1.  Alton Square          Fee                100.0               Acquired        641,145         Famous Barr, JCPenney,
    Alton, IL                                                      1993                          Sears
                                                             
2.  Amigoland Mall        Fee                100.0                 Built         560,318         Beall's, Dillard's, JCPenney,
    Brownsville, TX                                                1974                          Montgomery Ward
                                                             
3.  Anderson Mall         Fee                100.0                 Built         637,872         Gallant Belk, JCPenney,
    Anderson, SC                                                   1972                          Sears, Uptons
                                                             
4.  Aventura Mall(3)      Fee                 33.3                 Built       1,459,397         AMC Theatre (4), Bloomingdales,
    Miami, FL                                                      1983                          Burdines (4), JCPenney, Lord &
                                                                                                 Taylor, Macy's, Sears    
                                                                
5.  Avenues, The          Fee                 25.0                 Built       1,113,651         Dillard's, Gayfers,
    Jacksonville, FL                                               1990                          Sears, Parisian, JCPenney
                                                            
   
6.  Barton Creek          Fee                100.0                 Built       1,374,794         Dillard's (5), Foley's,
    Square                                                         1981                          JCPenney, Sears,
    Austin, TX                                                                                   Montgomery Ward
   
7.  Battlefield          Fee and Ground      100.0                 Built       1,156,592         Dillard's, Famous Barr,
    Mall                 Lease (2056)                              1970                          Montgomery Ward, Sears,
    Springfield, MO                                                                              JCPenney
                                                       
8.  Bay Park Square      Fee                 100.0                 Built         641,929         Kohl's, Montgomery Ward,
    Green Bay, WI                                                  1980                          Shopko, Elder-Beerman
                                                             
9.  Bergen Mall          Fee and Ground      100.0               Acquired      1,013,718         Value City, Stern's,
    Paramus, NJ          Lease (6)(2061)                           1987                          Marshall's, Off 5th-Saks Fifth
                                                                                                Avenue Outlet
                                                       
10. Biltmore Square      Fee              (7) 66.7                 Built         494,436         Belk, Dillard's, Proffitt's,
    Asheville, NC                                                  1989                          Goody's
                                                             
11. Boynton Beach Mall   Fee                 100.0                 Built       1,064,072         Burdines, Macy's, Sears,
    Boynton Beach, FL                                              1985                          Dillard's (4) (5)
                                                                                JCPenney
                
   
12. Broadway Square      Fee                 100.0               Acquired        571,429         Dillard's, JCPenney, Sears
    Tyler, TX                                                      1994               
   
13. Brunswick Square     Fee                 100.0                 Built         736,479         Brunswick Square Movies,
    East Brunswick, NJ                                             1973                          Macy's, JCPenney
    
    
   
14. Castleton Square     Fee                 100.0                 Built       1,352,729         LS Ayres, Lazarus, Montgomery
    Indianapolis, IN                                               1972                          Ward (8), JCPenney, Sears
                                                                                                 
<PAGE>
15. Century III Mall     Fee                  50.0                 Built       1,287,251       Lazarus, Kaufmann's, JCPenney
    Pittsburgh, PA                                                 1979                        Sears, T.J. Maxx, Wickes
                                                                                               Furniture

                                   


16. Charlottesville    Ground Lease           50.0          Acquired             573,614       Belk, JCPenney, Sears
    Fashion Square      (2076)                               1997                              Stone & Thomas 
    Charlottesville, VA                                           

17. Chautauqua Mall      Fee                 100.0           Built               428,285       The Bon Ton (4), Sears,
    Jamestown, NY                                            1971                              JCPenney, Office Max
                                                                   
18. Cheltenham Square    Fee                 100.0           Built               624,790       Burlington Coat Factory,
    Philadelphia, PA                                         1981                              Movies at Cheltenham, Home
                                                                                               Depot, Value City,
                                                                                               Seaman's Furniture, Shop Rite
19. Chesapeake Square    Fee and Ground    (7)75.0           Built               704,463       Dillard's, Belk, JCPenney, Sears,
    Chesapeake, VA       Lease (2062)                        1989                              Montgomery Ward
                                                              
                            
20. Cielo Vista Mall     Fee and Ground      100.0           Built             1,196,102       Dillard's (5), JCPenney, Montgomery
    El Paso, TX          Lease (9)(2027)                     1974                              Ward, Sears
                                 

21. Circle Centre        Property Lease       14.7           Built               793,234       Nordstrom, Parisian,
    Indianapolis, IN     (2097)                              1995                              United Artists
                             

22. College Mall         Fee and Ground      100.0           Built               707,220       JCPenney, Lazarus,
    Bloomington, IN      Lease (10)(2048)                    1965                              L.S. Ayres, Sears, Target
                                                           
                             
23. Columbia Center      Fee                 100.0         Acquired              772,894       Barnes & Noble,
    Kennewick, WA                                            1987                              The Bon Marche, Lamonts, 
                                                                                               JCPenney, Sears
24. Coral Square         Fee                  50.0           Built               941,370       Burdines (5), Dillard's,
    Coral Springs, FL                                        1984                              JCPenney, Sears
                                                                   
25. Cottonwood Mall      Fee                 100.0           Built             1,022,835       Dillard's, Foley's,
    Albuquerque, NM                                          1996                              JCPenney, Mervyn's,
                                                                                               Montgomery Ward
                                                                                               United Artists

26. Crossroads Mall      Fee                 100.0         Acquired              871,356       Dillard's, Sears,
    Omaha, NE                                                1994                              Younkers
                                                                   
27. Crystal River Mall   Fee                 100.0           Built               425,277       Belk, Kmart,
    Crystal River, FL                                        1990                              JCPenney, Regal Cinema, 
                                                                                               Sears
                                                                   
28. Dadeland Mall        Fee                  50.0         Acquired            1,403,416       Burdine's, Burdine's Home
    Miami, FL                                                1997                              Gallery, JCPenney, Limited
                                                                                               Lord & Taylor, Saks Fifth
                                                                                               Avenue
29. DeSoto Square        Fee                 100.0           Built               686,408       Burdines, JCPenney,
    Bradenton, FL                                            1973                              Sears, Dillard's
                                                                   
<PAGE>
30. Eastern Hills Mall   Fee                 100.0           Built               997,172       Sears, The Bon Ton,
    Buffalo, NY                                              1971                              JCPenney, Kaufmann's,
                                                                                               Burlington Coat Factory (4),
                                                                                               Waccamaw (11)
31. Eastland Mall        Fee                 100.0           Built               702,496       Dillard's, General Cinema,
    Tulsa, OK                                                1986                              JCPenney, Mervyn's,
                                                                                               Service Merchandise
32. Edison Mall          Fee                 100.0         Acquired              987,103       Burdines (5), Dillard's,
    Fort Meyers, FL                                          1997                              JCPenney, Sears
    
33. Fashion Mall at     Ground Lease         100.0         Acquired              651,671       Jacobsons, Parisian
    Keystone at the     (2067)                               1997                                
    Crossing, The                                  
    Indianapolis, IN         
    
34. Florida Mall, The    Fee                 50.0            Built              1,119,871      Burdines (4), Dillard's (5),
    Orlando, FL                                              1986                              Gayfers, JCPenney, Saks Fifth
                                                                                               Avenue, Sears
35. Forest Mall          Fee                100.0            Built                484,131      JCPenney, Kohl's,
    Fond Du Lac, WI                                          1973                              Younkers, Sears, Staples
    
36. Forest Village       Fee                100.0            Built                417,344      JCPenney, Kmart
    Park Mall                                                1980
    Forestville, MD                                                       
    
37. Fremont Mall         Fee                100.0            Built                199,266      1/2 Price Store, JCPenney
    Fremont, NE                                              1966
    
38. Golden Ring Mall     Fee                100.0            Built                719,625      Caldor, Hecht's,
    Baltimore, MD                                            1974                              Montgomery Ward,
                                                                                               United Artists
39. Great Lakes Mall     Fee                100.0            Built              1,295,872      Dillard's (5), Great Lakes
    Cleveland, OH                                            1961                              Mall Theatres, Kaufmann's,
                                                                                               JCPenney, Sears
40. Greenwood Park       Fee                100.0          Acquired             1,273,258      JCPenney, Lazarus,
     Mall                                                    1979                              L.S. Ayres, Sears,
    Greenwood, IN                                                                              Montgomery Ward (8),
                                                                                               Service Merchandise
41. Gulf View Square     Fee                100.0            Built                809,913      Burdines, Dillard's,
    Port Richey, FL                                          1980                              Montgomery Ward,
                                                                                               JCPenney, Sears
42. Heritage Park Mall   Fee                100.0            Built                634,178      Dillard's, Sears,
    Midwest City, OK                                         1978                              Montgomery Ward,
                                                                                               Service Merchandise
43. Hutchinson Mall      Fee                100.0            Built                525,702      Cinema 8, Dillard's,
    Hutchinson, KS                                           1985                              JCPenney,
                                                                                               Sears, Wal-Mart (12),
                                                                                               Service Merchandise
44. Independence Center  Fee                100.0           Acquired            1,030,462      The Jones Store Co.,
    Independence, MO                                          1994                             Dillard's, Sears
    
<PAGE>
45. Indian River Mall    Fee                 50.0            Built                749,613      AMC Theatre, Burdines, Sears,
    Vero Beach, FL                                           1996                              JCPenney, Dillard's
    
46. Ingram Park Mall     Fee                100.0            Built              1,133,183      Dillard's (5), Foley's,
    San Antonio, TX                                          1979                              JCPenney, Sears, Beall's
    
47. Irving Mall          Fee                100.0            Built              1,040,628      Barnes & Noble (4),
    Irving, TX                                               1971                              Dillard's, Foley's,
                                                                                               General Cinema (4) JCPenney,
                                                                                               Mervyn's, Sears,
48. Jefferson Valley     Fee                100.0            Built                 589,601     Macy's, Sears,
    Mall                                                     1983                              Service Merchandise
    Yorktown Heights, NY                      
    
49. Knoxville Center     Fee                100.0            Built                 970,673     Dillard's, JCPenney,
    Knoxville, TN                                            1984                              Proffitt's, Sears,
                                                                                               Service Merchandise
50. La Plaza            Fee and Ground      100.0            Built                 987,645     Dillard's, JCPenney, Beall's,
    McAllen, TX         Lease (6)(2040)                      1976                              Foley's, Sears,
                                                                                               Service Merchandise,
                                                                                               Joe Brand-Lady Brand
                             
51. Lafayette Square     Fee                100.0            Built               1,220,043     JCPenney, LS Ayres, Sears,
    Indianapolis, IN                                         1968                              Lazarus, Waccamaw,
                                                                                               Montgomery Ward (11)
52. Laguna Hills Mall    Fee                100.0           Acquired               812,581     JCPenney,
    Laguna Hills, CA                                          1997                             Macy's, Sears
    
53. Lakeland Square      Fee                 50.0            Built                 900,556     Belk, Burdines,
    Lakeland, FL                                             1988                              Dillard's (5),
                                                                                               JCPenney, Sears
54. Lakeline Mall        Fee                 50.0(14)        Built               1,102,670     Dillard's, Foley's, Sears,
    N. Austin, TX                                            1995                              JCPenney, Mervyn's, United
                                                                                               Artists
                                                                   
55. Lima Mall            Fee                100.0            Built                 753,127     Elder-Beerman, Sears,
    Lima, OH                                                 1965                              Lazarus, JCPenney
                                                                   
56. Lincolnwood Town     Fee                100.0            Built                 441,085     Carson Pirie Scott,
    Center                                                   1990                              JCPenney
    Lincolnwood, IL                             
    
57. Longview Mall        Fee                100.0            Built                 617,025     Dillard's (5), JCPenney,
    Longview, TX                                             1978                              Sears, Service Merchandise,
                                                                                               Beall's
58. Machesney Park Mall  Fee                100.0            Built                 555,860     Kohl's, JCPenney,
    Rockford, IL                                             1979                              Bergners, (13)
    
59. Markland Mall        Ground Lease       100.0            Built                 391,284     Lazarus, Sears,
    Kokomo, IN           (2041)                              1968                              Target
                             
60. McCain Mall          Ground Lease       100.0            Built                 776,516     Dillard's, JCPenney,
    N. Little Rock, AR   (15)(2032)                          1973                              M.M. Cohn, Sears
                             
                             
61. Melbourne Square     Fee                100.0            Built                 734,323     Belk, Burdines,
    Melbourne, FL                                            1982                              Dillard's (5), JCPenney
    
<PAGE>
62. Memorial Mall        Fee                100.0            Built                 416,698     JCPenney, Kohl's,
    Sheboygan, WI                                            1969                              Sears
    
63. Menlo Park Mall      Fee                100.0          Acquired              1,296,127     Macy's, Nordstrom,
    Edison, New Jersey                                       1997                     (16)     Cineplex Odeon
    
64. Miami                Fee                 60.0            Built                 972,296     Burdines (5), Sears,
    International Mall                                       1982                              Dillard's, JCPenney
    Miami, FL
    
65. Midland Park Mall    Fee                100.0            Built                 618,924     Dillard's (5), JCPenney,
    Midland, TX                                              1980                              Sears, Beall's
    
66. Miller Hill Mall     Fee                100.0            Built                 801,511     Glass Block, JCPenney,
    Duluth, MN                                               1973                              Montgomery Ward, Sears
    
67. Mission Viejo Mall   Fee                100.0            Built                 817,167     Macy's,
    Mission Viejo, CA                                        1979                              Robinsons - May (5),
                                                                                               Nordstrom (4)
68. Mounds Mall          Ground Lease       100.0            Built                 407,233     Elder-Beerman, JCPenney,
    Anderson, IN         (2033)                              1965                              Sears
                             
69. Muncie Mall          Fee                100.0            Built                 658,672     JCPenney, L.S. Ayres,
    Muncie, IN                                               1970                              Sears, Elder Beerman, (5)
    
70. North East Mall      Fee                100.0            Built               1,142,147     Dillard's (5), JCPenney,
    Hurst, TX                                                1971                              Montgomery Ward, Sears
    
71. North Towne Square   Fee                100.0            Built                 761,659     Lion, Montgomery Ward, (13)
    Toledo, OH                                               1980
    
72. Northfield Square    Fee              (7)31.6            Built                 558,420     Cinemark Movies 10, Carson
    Bradley, IL                                              1990                              Pirie Scott, JCPenney, Sears,
                                                                                               Venture
73. Northgate Mall       Fee                100.0          Acquired              1,123,787     The Bon Marche, Lamonts,
    Seattle, WA                                              1987                     (17)     Nordstrom, JCPenney
    
74. Northwoods Mall      Fee                100.0          Acquired                667,937     Famous Barr, JCPenney,
    Peoria, IL                                               1983                              Sears (4)
    
75. Oak Court Mall       Fee                100.0          Acquired                847,964     Dillard's (5), Goldsmith's
    Memphis, TN                                              1997                     (18)
    
76. Orange Park Mall     Fee                100.0          Acquired                916,174     AMC 24 Theatre, Dillard's,
    Jacksonville, FL                                         1994                              Gayfer's, JCPenney, Sears
    
77. Orland Square        Fee                100.0          Acquired              1,224,962     Carson Pirie Scott, JCPenney,
    Orland Park, IL                                          1997                              Marshall Field, Plitt
                                                                                               Theatres, Sears
78. Paddock Mall         Fee                100.0            Built                 559,414     Belk, Burdines,
    Ocala, FL                                                1980                              JCPenney, Sears
    
<PAGE>
79. Palm Beach Mall     Fee                  50.0            Built               1,200,692     JCPenney, Sears,
    West Palm Beach, FL                                      1967                              Lord & Taylor,
                                                                                               Dillards, Burdines
80. Port Charlotte      Ground Lease      (7)80.0            Built                 716,149     Burdines, Dillard's,
     Town Center        (2064)                               1989                              Montgomery Ward,
    Port Charlotte, FL                                                                         JCPenney, Regal Cinema (4),
                                                                                               Sears
81. Prien Lake Mall     Fee and Ground      100.0            Built                 455,550     Dillards (4), JCPenney,
    Lake Charles, LA    Lease (6)(2025)                      1972                              Montgomery Ward,
                                                                                               Sears (4), The White House
                            
                             
82. Promenade, The      Fee                 100.0          Acquired                600,437     Macy's, Macy's Home,
    Woodland Hills, CA                                       1997                              AMC Theatre
                                                                   
83. Raleigh Springs     Fee and Ground      100.0           Built                  907,976     Dillard's, Goldsmith's 
    Mall                Lease (6)(2018)                     1979                               JCPenney, Sears
    Memphis, TN                                                      
                             
                             
                             
84. Randall Park Mall   Fee                 100.0           Built                1,572,080     Dillard's, Kaufmann's,
    Cleveland, OH                                           1976                               LaSalle Interiors (5),
                                                                                               JCPenney, Sears,
                                                                                               Burlington Coat Factory
85. Richardson Square   Fee                 100.0           Built                  723,365     Barnes & Noble, Dillard's,
    Dallas, TX                                              1977                               Ross Dress for Less (4),
                                                                                               Sears, Stein Mart (4),
                                                                                               Montgomery Ward
86. Richmond Town      Fee                  100.0           Built                  872,989     JCPenney, Kaufmann's (4),
    Square                                                  1966                               Sears, Sony Theatres
    Cleveland, OH                                        
    
87. Richmond Square    Fee                  100.0           Built                  393,388     Dillard's, JCPenney,
    Richmond, IN                                            1966                               Sears, Office Max
    
88. River Oaks Center  Fee                  100.0         Acquired               1,341,165     Carson Pirie Scott,
    Calumet City, IL                                        1997                      (19)     Cineplex Odeon, JCPenney,
                                                                                               Marshall Field, Sears
89. Rolling Oaks Mall  Fee                   49.9           Built                   758,939    Dillard's, Foley's,
    North San Antonio, TX                                   1988                               Sears
    
90. Ross Park Mall     Fee               (7)100.0           Built                 1,274,883    Lazarus, JCPenney,
    Pittsburgh, PA                                          1986                               Kaufmann's, Sears,
                                                                                               Service Merchandise
91. St. Charles Towne  Fee                  100.0           Built                 1,053,244    Cineplex Odeon, Hecht's,  
    Center                                                  1990                               JCPenney, Kohl's, Sears,  
    Waldorf, MD                                                                                Montgomery Ward,
                                                                                               
                                                                                               
92. Seminole Towne     Fee                   45.0           Built                 1,153,861    Burdines, Dillard's,
     Center                                                 1995                               JCPenney, Parisian, Sears
    Sanford, FL                                                                                United Artists
    
93. Smith Haven Mall   Fee                   25.0         Acquired                1,341,959    Sterns, Macy's,
    Lake Grove, NY                                          1995                               Sears, JCPenney
    
<PAGE>
94. Source, The        Fee                   50.0           Built                   732,820    ABC Home, Cheesecake Factory,
    Long Island, NY                                         1997                               Circuit City, Fortunoff,
                                                                                               Loehmann's, Nordstrom Rack,
                                                                                               Off 5th- Saks Fifth Avenue,
                                                                                               Old Navy, Rainforest Cafe,
                                                                                               Virgin Megastore
95. South Hills        Fee                  100.0         Acquired                1,107,269    Carmike Cinemas, Kaufmann's,
    Village                                                 1997                               Lazarus, Sears 
    Pittsburgh, PA                                               
                                                                   
96. South Park Mall    Fee                  100.0           Built                   857,337    Burlington Coat Factory,
    Shreveport, LA                                          1975                               Dillard's, JCPenney,
                                                                                               Montgomery Ward,
                                                                                               Regal Cinema, Stage
97. Southtown Mall     Fee                  100.0           Built                   858,202    Kohl's, JCPenney (11),
    Ft. Wayne, IN                                           1969                               L.S. Ayres (11), Sears,
                                                                                               Service Merchandise (11)
98. Southern Park Mall Fee                  100.0           Built                 1,210,446    Dillard's, Kaufmann's,
    Youngstown, OH                                          1970                               JCPenney, Sears
    
99. Southgate Mall     Fee                  100.0         Acquired                  321,336    Albertson's (12), Sears,
    Yuma, AZ                                                1988                               Dillard's, JCPenney
                                                                   
100. Summit Mall       Fee                   100.0          Built                    717,774   Kaufmann's, Dillard's (5) (4)
     Akron, OH                                              1965               
    
101. Sunland Park Mall Fee                   100.0          Built                    920,882   General Cinemas, JCPenney,
     El Paso, TX                                            1988                               Mervyn's, Sears, Dillard's,
                                                                                               Montgomery Ward
102. Tacoma Mall       Fee                   100.0        Acquired                 1,280,841   The Bon Marche, Sears,
     Tacoma, WA                                             1987                               Nordstrom, JCPenney,
                                                                                               Mervyn's, Plitt Theatres
103. Tippecanoe Mall   Fee                   100.0          Built                    865,341   Kohl's, Lazarus, Sears,
     Lafayette, IN                                          1973                               L.S. Ayres, JCPenney
    
104. Towne East Square Fee                   100.0          Built                  1,152,772   Dillard's, JCPenney,
     Wichita, KS                                            1975                               Sears, Service Merchandise
    
105. Towne West Square  Fee                  100.0          Built                    938,536   Dillard's, Sears, JCPenney,
     Wichita, KS                                            1980                               Montgomery Ward,
                                                                                               Service Merchandise
106. Treasure Coast Square  Fee              100.0          Built                    884,720   Burdines, Dillard's (5),
     Jenson Beach, FL                                       1987                               Sears,
                                                                                               JCPenney
                                                                   
107. Tyrone Square          Fee              100.0          Built                  1,091,641   Burdines, Dillard's,
     St. Petersburg, FL                                     1972                               JCPenney, Sears
    
108. University Mall       Ground Lease      100.0          Built                    565,953   JCPenney, M.M. Cohn,
     Little Rock, AR      (20)(2026)                        1967                               Montgomery Ward
                                                                
                             
<PAGE>
109. University Mall          Fee           100.0         Acquired                  711,327    McRae's, JCPenney,
     Pensacola, FL                                          1994                               Sears, United Artists
    
110. University Park Mall     Fee            60.0          Built                    941,094    LS Ayres, JCPenney, Sears,
     South Bend, IN                                        1979                                Marshall Fields
    
111. Upper Valley Mall        Fee           100.0          Built                    751,062    Lazarus, JCPenney,
     Springfield, OH                                       1971                                Sears, Elder-Beerman
    
112. Valle Vista Mall         Fee           100.0          Built                    647,603     Dillard's, Mervyn's,
     Harlingen, TX                                         1983                                 Sears, JCPenney, Marshalls,
                                                                                                Beall's
113. Virginia Center          Fee          100.0           Built                    791,130     Belk, Dillard's, Hecht's,
     Commons                                               1991                                 JCPenney, Sears
     Richmond, VA
    
114. Washington Square        Fee          100.0           Built                  1,172,130     L.S. Ayres, Lazarus,
     Indianapolis, IN                                      1974                                 Montgomery Ward (11),
                                                                                                JCPenney, Sears
115. West Ridge Mall          Fee          100.0           Built                  1,040,337     Dillard's, JCPenney,
     Topeka, KS (21)                                       1988                                 Jones, Sears,
                                                                                                Montgomery Ward
                                                                   
116. West Town Mall           Fee            50.0         Acquired                 1,337,046    Dillard's, JCPenney,
     Knoxville, TN                                          1991                                Parisian, Proffitt's,
                                                                                                Regal Cinema (4), Sears
                                                                   
117. Westchester, The (3)     Fee            50.0          Acquired                  827,470    Neiman Marcus, Nordstrom
     (22)                                                    1997
     White Plains, NY
    
118. White Oaks Mall          Fee            77.0            Built                   904,127    Bergner's, Famous Barr,
     Springfield, IL                                         1977                               Montgomery Ward, Sears
    
119. Windsor Park Mall        Fee           100.0            Built                 1,095,248    Dillard's (5), JCPenney,
     San Antonio, TX                                         1976                               Mervyn's, Beall's,
                                                                                                Montgomery Ward
120. Woodville Mall           Fee          100.0            Built                    794,005    Andersons, Sears,
     Toledo, OH                                             1969                                Elder-Beerman, (13)
    
<PAGE>
VALUE-ORIENTED REGIONAL MALLS

1. Arizona Mills(3)           Fee           26.3            Built                  1,157,159    Burlington Coat Factory,
                                                            1997                                Harkins Theater, Mikasa,
                                                                                                Oshman's Supersport, Off 
                                                                                                5th- Saks Fifth Avenue Outlet,
                                                                                                JCPenney Outlet, Mikasa,          
                                                                                                Rainforest Cafe, GameWorks,
                                                                                                Hi Health, Linens `N Things
2. Grapevine Mills (3)        Fee           37.5            Built                  1,213,779    Books-A-Million,
   Grapevine (Dallas/Ft.                                    1997                                Burlington Coat Factory,
   Worth), TX                                                                                   Off 5th- Saks, Fifth Avenue
                                                                                                Outlet, JCPenney Outlet, 
                                                                                                Rainforest Cafe, Group USA, 
                                                                                                Bed, Bath & Beyond, AMC Theatres,
                                                                                                GameWorks, American 
                                                                                                 Wilderness (4) 
                                                                                                
3. Ontario Mills             Fee          25.0              Built                  1,326,284   
   (3)                                                      1996                                JCPenney Outlet,
   Ontario, CA                                                                                  Burlington Coat Factory, 
                                                                                                Marshall's, Sports
                                                                                                Authority, Dave & Busters,  
                                                                                                Group USA, IWERKS, American  
                                                                                                Wilderness Experience, T.J.Maxx, 
                                                                                                Foozles, Totally for Kids, Bed,  
                                                                                                Bath &  Beyond, Off Rodeo, Mikasa, 
                                                                                                Virgin, GameWorks, Off   
                                                                                                5th-Saks Fifth Avenue Outlet 

SPECIALTY RETAIL CENTERS
-------------------------
 1. Forum Shops at  Ground         (23)  Built     477,584    -
     Caesars, The   Lease                 1992
    Las Vegas, NV   (2050)
 2. Tower Shops,    Space          50.0  Built      59,810    -
     The            Lease                 1996
    Las Vegas, NV   (2051)
 3. Trolley Square  Fee and        90.0 Acquired   223,793    -
    Salt Lake City, Ground                1986
     UT             Lease (24)

<PAGE>
MIXED-USE PROPERTIES
--------------------
 1. Fashion Centre  Fee            21.0  Built     988,517    Lowe's Theatres,
     at Pentagon                          1989        (25)    Macy's,
     City, The                                                Nordstrom
    Arlington, VA
    
 2. New Orleans     Fee and       100.0    Built 1,023,690    Macy's,
     Centre/CNG     Ground                  1988      (26)    Lord & Taylor
     Tower          Lease
    New Orleans, LA (2084)
    
 3. O'Hare          Fee           100.0  Built     496,058    -
     International                        1988        (27)
     Center
    Rosemont, IL
    
 4. Riverway        Fee           100.0 Acquired   818,278    -
    Rosemont, IL                          1991        (28)
    
COMMUNITY SHOPPING CENTERS
--------------------------
 1. Arvada Plaza    Fee          100.0%  Built      96,831    King Soopers
    Arvada, CO                            1966
    
 2. Aurora Plaza    Ground        100.0  Built     150,209    King Soopers,
    Aurora, CO      Lease                 1965                MacFrugel's
                    (2058)                                    Bargains,
                                                              Super Saver
                                                              Cinema
 3. Bloomingdale    Fee           100.0  Built     598,521    Builders Square,
     Court                                1987                T.J. Maxx,
    Bloomingdale,                                             Cineplex Odeon,
     IL                                                       Frank's Nursery,
                                                              Marshalls,
                                                              Office Max, Old
                                                              Navy,
                                                              Service
                                                              Merchandise,
                                                              Wal-Mart, (13)
 4. Boardman Plaza  Fee           100.0  Built     651,181    Burlington Coat
    Youngstown, OH                        1951                Factory,
                                                              Giant Eagle,
                                                              Stein Mart,
                                                              T.J. Maxx,
                                                              Reyers Outlet
                                                              Hills
 5. Bridgeview      Fee           100.0  Built     280,299    Omni, Venture
     Court                                1988
    Bridgeview, IL
    
 6. Brightwood      Fee           100.0  Built      41,893    Revco Drug,
     Plaza                                1965                Safeway
    Indianapolis,
     IN
    
 7. Buffalo Grove   Fee            92.5  Built     134,131    Buffalo Grove
     Towne Center                         1988                Theatres
    Buffalo Grove,
     IL
    
 8. Celina Plaza    Fee and       100.0  Built      32,622    General Cinema
    El Paso, TX     Ground                1978
                    Lease (29)
                    (2027)
<PAGE>
 9. Century Mall    Fee           100.0 Acquired   415,245    Burlington Coat
     (30)                                 1982                Factory,
    Merrillville,                                             Montgomery Ward
     IN
    
10. Charles Towne   Fee           100.0  Built     130,399    Montgomery Ward,
     Square (31)                          1976                Regal Cinema (4)
    Charleston, SC
    
11. Chesapeake      Fee           100.0  Built     305,904    Movies 10, Phar
     Center                               1989                Mor,
    Chesapeake, VA                                            K-Mart, Service
                                                              Merchandise
12. Cobblestone     Fee and        35.0  Built     261,107    Dick's Sporting
     Court          Ground                1993                Goods,
    Victor, NY      Lease (10)                                Kmart, Office
                    (2038)                                    Max
13. Cohoes Commons  Fee and       100.0  Built     262,959    Bryant &
    Rochester, NY   Ground                1984                Stratton
                    Lease (6)                                  Business
                    (2032)                                    Institute,
                                                              Cohoes,
                                                              Xerox (32)
14. Countryside     Fee and       100.0  Built     435,543    Best Buy,
     Plaza          Ground                1977                Builders Square,
    Countryside, IL Lease (10)                                Frank's Nursery,
                    (2058)                                    Old Country
                                                              Buffet,
                                                              Venture, (13)
15. Crystal Court   Fee            35.0  Built     284,816    Cub Foods,
    Crystal Lake,                         1989                Wal-Mart,
     IL                                                       Service
                                                              Merchandise,
                                                              (13)
16. Eastgate        Fee           100.0 Acquired   462,510    Builder's
     Consumer Mall                        1981                Square,
     (30)                                                     Burlington Coat
    Indianapolis,                                             Factory, Cub
     IN                                                       Foods,
                                                              General Cinema
17. Eastland Plaza  Fee           100.0  Built     188,229    Marshalls,
    Tulsa, OK                             1986                Target,
                                                              Toys "R" Us
18. Fairfax Court   Ground         26.3  Built     249,305    Circuit City
    Fairfax, VA     Lease                 1992                Superstore,
                    (2052)                                    Montgomery Ward,
                                                              Today's Man
19. Forest Plaza    Fee           100.0  Built     422,689    Builders Square
    Rockford, IL                          1985                (12), Kohl's,
                                                              Marshalls,
                                                              Factory Card
                                                              Outlet, Office
                                                              Max,
                                                              T.J. Maxx
20. Fox River Plaza Fee           100.0  Built     324,956    Builders Square,
    Elgin, IL                             1985                Venture,
                                                              Service
                                                              Merchandise,
                                                              (13) (13)
21. Gaitway Plaza   Fee            23.3  Built     229,909    Books-A-Million,
    Ocala, FL                             1989                Montgomery Ward,
                                                              Office Depot,
                                                              T.J. Maxx
22. Glen Burnie     Fee           100.0  Built     459,219    Montgomery Ward,
     Mall (30)                            1963                Best Buy, Toys
    Glen Burnie, MD                                           "R" Us, Dick's
                                                              Clothing and
                                                              Sporting Goods
23. Great Lakes     Fee           100.0  Built     163,919    Best Buy,
     Plaza                                1976                Circuit City,
     Cleveland, OH                                            Home Place,
                                                              Michael's
24. Great Northeast Fee            50.0 Acquired   298,242    Sears, Phar Mor
     Plaza                                1989
    Philadelphia,
     PA
<PAGE>    
25. Greenwood Plus  Fee           100.0  Built     226,297    Best Buy, Cinema
    Greenwood, IN                         1979                I-IV,
                                                              Kohl's
26. Griffith Park   Ground        100.0  Built     274,230    General Cinema,
     Plaza          Lease                 1979                Service
    Griffith, IN    (2060)                                    Merchandise,
                                                              Venture
27. Grove at        Fee           100.0  Built     215,591    Lakeland Square
     Lakeland                             1988                10 Theatre,
     Square, The                                              Sports
    Lakeland, FL                                              Authority,
                                                              Wal-Mart
28. Hammond Square  Space         100.0  Built      87,705    Burlington Coat
    Sandy Springs,  Lease                 1974                Factory,
     GA             (2011)                                    Service
                                                              Merchandise
29. Highland Lakes  Fee           100.0  Built     477,324    Bed, Bath &
     Center                               1991                Beyond,
    Orlando, FL                                               Goodings,
                                                              Marshalls,
                                                              Ross Dress for
                                                              Less,
                                                              Movies 12,
                                                              Service
                                                               Merchandise,
                                                              Office Max,
                                                              Target
30. Indian River    Fee            50.0  Built     263,507    HomePlace,
     Commons                              1997                Lowe's,
    Vero Beach, FL                                            Office Max
                                                              Service
                                                              Merchandise
31. Ingram Plaza    Fee           100.0  Built     111,518    _
    San Antonio, TX                       1980
    
32. Keystone        Ground        100.0 Acquired    29,140    _
     Shoppes        Lease                 1997            
    Indianapolis,   (2067)
     IN
    
33. Knoxville       Fee           100.0  Built     180,463    Circuit City,
     Commons                              1987                Office Max, (13)
    Knoxville, TN
    
34. Lake Plaza      Fee           100.0  Built     218,208    Builders Square
    Waukegan, IL                          1986                (11),
                                                              Venture
35. Lake View Plaza Fee           100.0  Built     388,358    Best Buy (33),
    Orland Park, IL                       1986                Dominick's,
                                                              Ultra 3 (33),
                                                              Factory Card
                                                              Outlet,
                                                              Linens-N-Things
                                                              (33),
                                                              Marshalls,
                                                              Pet Care
                                                              Plus (33),
                                                              Service
                                                              Merchandise,
                                                              (13)
36. Lima Center     Fee           100.0  Built     201,154    Regal Cinema,
    Lima, OH                              1978                Hills,
                                                              Service
                                                              Merchandise
37. Lincoln         Fee           100.0  Built     161,337    PetsMart,
     Crossing                             1990                Wal-Mart
    O'Fallon, IL
    
38. Mainland        Fee             (7)  Built     390,986    Sam's Club, Wal-
     Crossing                      80.0   1991                Mart,
    Galveston, TX                                             Hobby Lobby
    
39. Maplewood       Fee           100.0  Built     130,780    Bag `N Save, Big
     Square                               1970                Lots
    Omaha, NE                                                 
<PAGE>    
40. Markland Plaza  Fee           100.0  Built     108,296    Service
    Kokomo, IN                            1974                Merchandise,
                                                              Spiece
41. Martinsville    Space         100.0  Built     102,162    Food Lion,
     Plaza          Lease                 1967                Rose's
    Martinsville,   (2036)
     VA
    
42. Marwood Plaza   Fee           100.0  Built     105,785    Kroger, Revco
    Indianapolis,                         1962                Drug
     IN
    
43. Matteson Plaza  Fee           100.0  Built     275,455    Dominick's,
    Matteson, IL                          1988                Michael's Arts &
                                                              Crafts, Kmart,
                                                              Service
                                                              Merchandise
44. Memorial Plaza  Fee           100.0  Built     129,202    Dunham's
    Sheboygan, WI                         1966                Sporting Goods,
                                                              Marcus Theatre,
                                                              Office Max
                                                              (13)
45. Mounds Mall     Fee           100.0  Built       7,500    Kerasotes
     Cinema                               1974                Theater
    Anderson, IN
    
46. New Castle      Fee           100.0  Built      91,648    Goody's
     Plaza                                1966
    New Castle, IN
    
47. North Ridge     Fee           100.0  Built     323,672    
     Plaza                                1985                Hobby Lobby, The
    Joliet, IL                                                TJX
                                                              Companies(12),
                                                              Service
                                                              Merchandise
48. North Riverside Fee           100.0  Built     119,608    Dominick's
     Park Plaza                           1977
    North
     Riverside, IL
    
49. Northland Plaza Fee and       100.0  Built     205,775    Marshalls,
    Columbus, OH    Ground                1988                Phar-Mor,
                    Lease (6)                                 Service
                    (2085)                                    Merchandise
50. Northwood Plaza Fee           100.0  Built     211,840    Kroger, Target,
    Fort Wayne, IN                        1974                (13)
    
51. Park Plaza      Fee and       100.0  Built     114,458    Wal-Mart (11)
    Hopkinsville,   Ground                1968
     KY             Lease (6)
                    (2039)
52. Plaza at        Fee            35.0  Built     337,966    Toys "R" Us,
     Buckland                             1993                Kids "R" Us,
    Hills, The                                                Service
    Manchester, CT                                            Merchandise,
                                                              Comp USA,
                                                              Linens-N-Thing',
                                                              Filene's
                                                              Basement, (13)
53. Regency Plaza   Fee           100.0  Built     277,521    Sam's Wholesale,
    St. Charles, MO                       1988                Wal-Mart
    
54. Ridgewood Court Fee            35.0  Built     240,843    Home Quarters,
    Jackson, MS                           1993                T.J. Maxx,
                                                              Service
                                                              Merchandise,
                                                              (13)
                                                              
55. Royal Eagle     Fee            35.0  Built     203,140    Kmart,
     Plaza                                1989                Stein Mart
    Coral Springs,
     FL
<PAGE>    
56. Sherwood        Fee           100.0 Acquired   187,000    _
     Gardens (34)                         1997
    Salinas, CA
    
57. St. Charles     Fee           100.0  Built     435,035    Ames, Hechinger,
     Towne Plaza                          1987                Jo Ann Fabrics,
    Waldorf, MD                                               CVS, T.J. Maxx,
                                                              Service
                                                              Merchandise,
                                                              Shoppers Food
                                                              Warehouse
58. Teal Plaza      Fee and       100.0  Built     100,831    Circuit City
    Lafayette, IN   Ground                1962                (4), Hobby-
                    Lease                                     Lobby, The Pep
                    (2007) (6)                                Boys (4)
59. Terrace at The  Fee           100.0  Built     332,980    J.J. Byrons
     Florida Mall                         1989                (11), Marshalls,
    Orlando, FL                                               Service
                                                              Merchandise,
                                                              Target, Waccamaw
60. Tippecanoe      Fee           100.0  Built      94,739    Barnes & Noble
     Plaza                                1974                Bookseller,
    Lafayette, IN                                             Service
                                                              Merchandise
61. University      Fee            60.0  Built     150,548    Best Buy,
     Center                               1980                Michaels,
    South Bend, IN                                            Service
                                                              Merchandise
62. Village Park    Fee            35.0  Built     503,052    Frank's Nursery,
     Plaza                                1990                Gaylan's,
    Westfield, IN                                             Jo-Ann Fabrics,
                                                              Kohl's,
                                                              Marsh, Regal
                                                              Cinemas,
                                                              Wal-Mart
63. Wabash Village  Ground        100.0  Built     124,748    Kmart
    West Lafayette, Lease                 1970
     IN             (2063)
    
64. Washington      Fee             (7)  Built      50,302    Kids "R" Us
     Plaza                         85.0   1976
    Indianapolis,
     IN
    
65. West Ridge      Fee           100.0  Built     237,650    Magic Forest,
     Plaza                                1988                Target,
    Topeka, KS                                                TJ Maxx, Toys
                                                              "R" Us
66. West Town       Fee            23.3  Built     384,832    PetsMart,
     Corners                              1989                Wal-Mart,
    Altamonte                                                 Service
     Springs, FL                                              Merchandise,
                                                              Sports
                                                              Authority, (13)
67. Westland Park   Fee            23.3  Built     163,154    Burlington Coat
     Plaza                                1989                Factory,
    Orange Park, FL                                           PetsMart, Sports
                                                              Authority
68. White Oaks      Fee           100.0  Built     389,063    Cub Foods, Kids
     Plaza                                1986                "R" Us,
    Springfield, IL                                           Kohl's, Office
                                                              Max,
                                                              T.J. Maxx, Toys
                                                              "R" Us
69. Wichita Mall    Ground        100.0  Built     379,461    Cinema III,
     (30)           Lease                 1969                Office Max,
    Wichita, KS     (2022)                                    Montgomery Ward
    
70. Willow Knolls   Fee            35.0  Built     383,230    Kohl's,
     Court                                1990                Phar-Mor,
    Peoria, IL                                                Sam's Wholesale
                                                              Club,
                                                              Willow Knolls
                                                              Theaters 14
71. Wood Plaza      Ground        100.0  Built      94,993    Country General
    Fort Dodge, IA  Lease                 1968
                    (2045)
72. Yards Plaza,    Fee            35.0  Built     273,097    Burlington Coat
     The                                  1990                Factory,
    Chicago, IL                                               Omni Superstore,
                                                              Montgomery Ward
<PAGE>
PROPERTIES UNDER CONSTRUCTION
-----------------------------
 1. Lakeline Plaza  Fee            50.0   (35)     381,000    Linens `N
    Austin, TX                     (14)                       Things, Office
                                                              Max, Old Navy,
                                                              Ross Dress for
                                                              Less, T.J. Maxx,
                                                              Party City, Toys
                                                              "R" Us
 2. Muncie Plaza    Fee           100.0   (36)     195,500    Factory Card
    Muncie, IN                                                Outlet, Kohl's,
                                                              OfficeMax, Shoe
                                                              Carnival,
                                                              T.J. Maxx
 3. Shops at Sunset Fee            75.0   (37)     500,000    Nike Town, AMC
     Place, The                                               Theatres Virgin
    Miami, FL                                                 Megastore,
                                                              Z Gallerie, IMAX
                                                              Theatre, Barnes
                                                              & Noble, Twin
                                                              Palms
</TABLE>
<PAGE>
 (1) The  date  listed  is  the  expiration date of  the  last  renewal  option
     available  to  the  Operating Partnership under the  ground  lease.  In  a
     majority  of  the ground leases, the lessee has either a  right  of  first
     refusal  or the right to purchase the lessor's interest. Unless  otherwise
     indicated, each ground lease listed in this column covers at least 50%  of
     its respective property.
 (2) The  Operating Partnership's interests in some of the Properties  held  as
     joint  venture  interests are subject to preferences on  distributions  in
     favor of other partners.
 (3) This property is managed by a third party.
 (4) Indicates anchor is currently under construction.
 (5) This retailer operates two stores at this property.
 (6) Indicates  ground  lease  covers less than 15%  of  the  acreage  of  this
     property.
 (7) The  Operating  Partnership receives substantially  all  of  the  economic
     benefit of these properties.
 (8) Retailer vacated subsequent to December 31, 1997 and the space was sold to
     Von Maur, which is scheduled to open in the fourth quarter of 1998.
 (9) Indicates two ground leases which taken together, cover less than  50%  of
     the acreage of the property
(10) Indicates  ground  lease  covers less than  50%  of  the  acreage  of  the
     property.
(11) Indicates anchor has closed, but the Operating Partnership still  collects
     rents and/or fees under an agreement
(12) Indicates  this  anchor  is  currently  subleasing  the  space  to   other
     retailers.
(13) Includes an anchor space currently vacant.
(14) Effective  January  30,  1998,  the  Operating  Partnership  acquired   an
     additional 15% interest in Lakeline Mall and Lakeline Plaza.
(15) Indicates ground lease covers all of the property except for parcels owned
     in fee by anchors.
(16) Primarily  retail space with approximately 54,884 square  feet  of  office
     space.
(17) Primarily  retail space with approximately 69,876 square  feet  of  office
     space.
(18) Primarily  retail space with approximately 126,190 square feet  of  office
     space.
(19) Primarily  retail space with approximately 70,991 square  feet  of  office
     space.
(20) Indicates one ground lease covers substantially all of the property and  a
     second ground lease covers the remainder.
(21) Includes  outlots in which the Operating Partnership has an  85%  interest
     and which represent less than 3% of the GLA and total annualized base rent
     for the property.
(22) The  Operating  Partnership  purchased the  management  contract  on  this
     property during 1998.
(23) The  Operating Partnership owns 60% of the original phase of this Property
     and 55% of phase II, which opened in August 1997.
(24) Indicates  a  ground lease covers a pedestrian walkway and steps  at  this
     property.  The Operating Partnership, as ground lessee, has the  right  to
     successive five-year renewal options, subject to specified exceptions.
(25) Primarily  retail space with approximately 167,150 square feet  of  office
     space.
(26) Primarily retail space with 486,723 square feet of office space.
(27) Primarily  office space with approximately 12,800 square  feet  of  retail
     space.
(28) Primarily  office space with approximately 24,300 square  feet  of  retail
     space.
(29) Indicates ground lease covers outparcel.
(30) Effective  December 31, 1997, Eastgate Consumer Mall,  Glen  Burnie  Mall,
     Century Mall and Wichita Mall have been reclassified as community centers.
     These  Properties  are  currently being operated and  marketed  to  tenant
     operations which are typically included in community centers.
(31) The  Operating  Partnership  demolished the previously  existing  regional
     mall,  Charles  Towne  Square, and is in the process  of  rebuilding  this
     community center and a cinema on the land.
(32) Lease was terminated subsequent to December 31, 1997.
(33) Subleased from TJX Companies.
(34) This Property was sold in 1998.
(35) Phase I is scheduled to open during May 1998 and phase II is scheduled  to
     open during November 1998.
(36) This  center is scheduled to open during April 1998, however the OfficeMax
     and T.J. Maxx opened in 1997.
(37) Scheduled to open during October 1998.

<PAGE>
     
     LAND HELD FOR DEVELOPMENT
     
     The Operating Partnership has direct or indirect ownership interests in
nine parcels of land either in preconstruction development or being held for
future development, containing an aggregate of approximately 677 acres located
in eight states, and, through the Management Company, interest in a mortgage on
a parcel of land held for development containing approximately 134 acres.
Management believes that the Operating Partnership's significant base of
commercially zoned land, together with the Operating Partnership's status as a
fully integrated real estate firm, gives it a competitive advantage in future
development activities over other commercial real estate development companies
in its principal markets.

     The following table describes the acreage of the parcels of land either in
preconstruction development or being held for future development in which the
Operating Partnership has an ownership interest, as well as the ownership
percentage of the Operating Partnership's interest in each parcel:

                                            OWNERSHIP
             LOCATION          ACREAGE    INTEREST (1)
         Bowie, MD               93.74        100%
         Concord, NC            187.48         50%
         Duluth, MN              11.17        100%
         Hurst, TX               36.09        100%
         Lafayette, IN           22.87        100%
         Little Rock, AR         97.00         50%
         Mt. Juliet, TN         109.26        100%
         Sanford, FL             77.24        22.5%
         Miami, FL               41.71         60%
                                676.56          

     (1)The Operating Partnership has a direct ownership interest in each
       parcel except Duluth, MN and Mt. Juliet, TN. The Operating Partnership
       has the option to acquire those parcels from the Management Company.

     The Management Company has granted options to the Operating Partnership
(for no additional consideration) to acquire for a period of ten years
(expiring December 2003) the Management Company's interest in the two parcels
of land held for development, indicated in footnote (1) to the above table, at
a price equal to the actual cost incurred to acquire and carry such properties.
The Management Company may not sell its interest in any parcel subject to
option through December 1998 without the consent of the Operating Partnership,
and thereafter, may only sell its interest subject to certain notice and first
purchase rights of the Operating Partnership.

     The Management Company also holds indebtedness secured by 134 acres of
land held for development, Lakeview at Gwinnett ("Lakeview") in Gwinnett
County, Georgia, in which Melvin Simon, Herbert Simon and certain of their
affiliates (the "Simons") hold a 64% partnership interest. In addition, the
Management Company holds unsecured debt owed by the Simons as partners of this
partnership. The Management Company has an option to acquire the Simons'
partnership interests in Lakeview for nominal consideration in the event the
requisite partner consents to such transfers are obtained. The Management
Company is required to fund certain operating expenses and carrying costs of
the partnership that are owed by the Simons as partners thereof. The Management
Company has granted to the Operating Partnership the option to acquire (i) the
Simons' partnership interests and the secured debt or (ii) the property, if the
Management Company forecloses the secured indebtedness, for nominal
consideration plus the amount of all advances and outstanding debt.

<PAGE>

     JOINT VENTURES

     At certain of the Properties held as joint-ventures, the Operating
Partnership and its partners each have rights of first refusal, subject to
certain conditions, to acquire additional ownership in the Property should the
other partner decide to sell its ownership interest. In addition, certain of
the Properties held as joint ventures contain "buy-sell" provisions, which
gives the partners the right to trigger a purchase or sale of ownership
interest amongst the partners.

     MORTGAGE FINANCING ON PROPERTIES


     The following table sets forth certain information regarding the mortgages
and other debt encumbering the Properties. All mortgage and property related
debt is nonrecourse, although certain Unitholders have guaranteed a portion of
the property related debt in the aggregate amount of $583.2 million.

<PAGE>
MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIES
(Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                                       
                                                                                                         
                                                                              Annual                   
                                        Interest            Face Amount        Debt          Maturity
          Property Name                   Rate               @ 12/31/97       Service          Date       
--------------------------------        --------            -----------      ---------       --------    

Consolidated Properties:                                                                                
------------------------                                                                                
Secured Indebtness                                                                                      
                                                                                                       
<S>                                <C>     <C>              <C>         <C>   <C>      <C>   <C>
Anderson Mall                      (1)     6.57%              $  19,000       $  1,248 (2)   9/15/02    
Barton Creek Square                        8.10%                 62,868          5,867       12/30/99   
Battlefield Mall                           7.50%                 49,730          4,765       6/1/03     
Biltmore Square                            7.15%                 27,534          2,795       1/1/01     
Bloomingdale Court                 (3)     8.75%                 29,009          2,538 (2)   12/1/00    
Chesapeake Center                          8.44%                  6,563            554 (2)   5/15/15    
Chesapeake Square                          7.28%                 49,490          4,883       1/1/01     
Cielo Vista Mall - 1               (4)     9.38%                 55,615          5,828       5/1/07     
Cielo Vista Mall - 2                       8.13%                  2,323            189 (2)   7/1/04     
College Mall                       (5)     7.00%                 42,936          3,563       7/1/04     
Columbia Center                            7.62%                 42,867          3,789       3/15/02    
Crossroads Mall                            7.75%                 41,440          3,212 (2)   7/31/02    
Crystal River                              7.72% (6)             16,000          1,235 (2)   1/1/01     
Eastgate Consumer Mall                     6.00% (7)  (8)        22,929          1,376 (2)   12/31/98   
Eastland Mall                              7.22% (9)             30,000          2,166 (2)   3/1/98     
Edison Mall                                6.37% (10) (11)       41,000          2,611 (2)   3/19/98    
Forest Mall                        (1)     6.57%                 12,800            841 (2)   9/15/02    
Forest Plaza                       (3)     8.75%                 16,904          1,479 (2)   12/1/00    
Forest Village Park Mall           (1)     6.57%                 20,600          1,353 (2)   9/15/02    
Forum Phase I - Class A-1                  7.13%                 46,997          3,349 (2)   5/15/04    
Forum Phase I - Class A-2                  6.02% (12) (13)       44,385          2,671 (2)   5/15/04    
Forum Phase II - Class A-1                 7.13%                 43,004          3,064 (2)   5/15/04    
Forum Phase II - Class A-2                 6.02% (12) (13)       40,614          2,444 (2)   5/15/04    
Fox River Plaza                    (3)     8.75%                 12,654          1,107 (2)   12/1/00    
Golden Ring Mall                   (1)     6.57%                 29,750          1,955 (2)   9/15/02    
Great Lakes Mall - 1                       6.74%                 53,410          4,354       3/1/01     
Great Lakes Mall - 2                       7.07%                  8,608            724       3/1/99     
Greenwood Park Mall                (5)     7.00%                 35,960          2,984       7/1/04     
Grove at Lakeland Square, The              8.44%                  3,750            317 (2)   5/15/15    
Gulf View Square                           8.25%                 38,157          3,652       10/1/06    
Highland Lakes Center                      7.22% (9)             14,377          1,038 (2)   3/1/02     
Hutchinson Mall                    (1)     8.44%                 11,523            973 (2)   10/1/02    
Ingram Park Mall - 1                       8.10%                 48,580          4,533       12/1/99    
Ingram Park Mall - 2                       9.63%                  7,000            674 (2)   11/1/99    
Jefferson Valley Mall                      6.27% (14) (15)       50,000          3,134 (2)   1/12/00    
Keystone at the Crossing                   7.85%                 64,772          5,085       7/1/27     
La Plaza Mall                              8.25%                 50,044          4,677       12/30/99   
Lake View Plaza                    (3)     8.75%                 22,169          1,940 (2)   12/1/00    
Lima Mall - 1                              7.12%                 14,377          1,215       3/1/02     
Lima Mall - 2                              7.12%                  4,789            405       3/1/02     
Lincoln Crossing                   (3)     8.75%                    997             87 (2)   12/1/00    
Longview Mall                      (1)     6.57%                 22,100          1,452 (2)   9/15/02    
Mainland Crossing                          7.22% (9)              2,226            161 (2)   3/31/02    
Markland Mall                      (1)     6.57%                 10,000            657 (2)   9/15/02    
Matteson Plaza                     (3)     8.75%                 11,159            976 (2)   12/1/00    
McCain Mall                        (4)     9.38%                 26,059          2,721       5/1/07     
Melbourne Square                           7.42%                 39,841          3,374       2/1/05     
Miami International Mall                   6.91%                 47,009          3,758       12/21/03   
Midland Park Mall                  (1)     6.57%                 22,500          1,478 (2)   9/15/02    
North East Mall                           10.00%                 22,201          2,475       9/1/00     
North Riverside Park Plaza - 1             9.38%                  4,054            452       9/1/02     
North Riverside Park Plaza - 2            10.00%                  3,617            420       9/1/02     
North Towne Square                 (1)     6.57%                 23,500          1,544 (2)   9/15/02    
Northgate Shopping Center                  7.62%                 80,046          7,075       3/15/02    
Orland Square                              7.74% (16) (17)       50,000          3,871 (2)   9/1/01     
Paddock Mall                               8.25%                 30,347          2,905       10/1/06    
Port Charlotte Town Center                 7.28%                 46,102          3,857       1/1/01     
Randall Park Mall                          9.25%                 33,879          4,338       1/1/11     
Regency Plaza                      (3)     8.75%                  1,878            164 (2)   12/1/00    
River Oaks Center                          8.67%                 32,500          2,818 (2)   6/1/02     
Riverway - 1                               6.38% (18) (8)        85,571          5,455 (2)   12/31/98   
<PAGE>
Riverway - 2                               6.38% (18) (8)        45,880          2,925 (2)   12/31/98
Ross Park Mall                             6.14%                 60,000          3,684 (2)   8/15/98    
Shops at Sunset Place, The                 6.97% (19)            23,546          1,641 (2)   6/30/00    
South Park Mall                    (1)     7.25%                 24,748          1,794 (2)   6/15/03    
St. Charles Towne Plaza            (3)     8.75%                 30,742          2,690 (2)   12/1/00    
Sunland Park Mall                  (20)    8.63%                 39,855          3,773       1/1/26     
Tacoma Mall                                7.62%                 93,656          8,278       3/15/02    
Terrace at Florida Mall, The               8.44%                  4,688            396 (2)   5/15/15    
Tippecanoe Mall                    (5)     8.45%                 46,961          4,647       7/1/04     
Towne East Square                  (5)     7.00%                 56,767          4,711       7/1/04     
Treasure Coast Square                      7.42%                 53,953          4,714       1/1/06     
Trolley Square - 1                         5.81%                 19,000          1,104 (2)   7/23/00  (21)
Trolley Square - 2                         7.22% (9)              4,641            335 (2)   7/23/00  (21)
Trolley Square - 3                         7.22% (9)              3,500            253 (2)   7/23/00  (21)
University Park Mall                       7.43%                 59,500          4,421 (2)   10/1/07    
Valle Vista Mall                   (4)     9.38%                 34,514          3,604       5/1/07     
West Ridge Plaza                   (3)     8.75%                  4,612            404 (2)   12/1/00    
White Oaks Mall - 55%/50%                  7.70%                 16,500          1,271 (2)   3/1/98     
White Oaks Plaza                   (3)     8.75%                 12,345          1,080 (2)   12/1/00    
Windsor Park Mall - 1                      8.00%                  5,948            544       6/1/00     
Windsor Park Mall - 2                      8.00%                  8,863            811       5/1/12     
Cross - Collaterized Mortgages     (22)    7.27%                175,000         12,720 (2)   12/19/04   
Cross - Collaterized Mortgages     (22)    6.08% (23) (24)       50,000          3,042 (2)   12/19/04   
                                                             ----------                                 
Total Secured Indebtedness                                  $ 2,705,333                                 
                                                                                                        
Unsecured Indebtness                                                                                    
                                                                                                       
Simon DeBartolo Group, L.P.:                                                                            
Unsecured Revolving Credit                                                                     
  Facility                         (25)    6.56%                952,000         62,490 (2)   9/27/99
Unsecured Notes - 1                        6.88%                250,000         17,188 (26)  11/15/06   
Putable Asset Trust Securities             6.75%                100,000          6,750 (26)  11/15/03   
Medium Term Notes - 1                      7.13%                100,000          7,125 (26)  6/24/05    
Medium Term Notes - 2                      7.13%                180,000         12,825 (26)  9/20/07    
Unsecured Term Loan (Knoxville)            6.47% (27)            70,000          4,528 (2)   9/25/98    
Unsecured Term Loan (Lincolnwood)          6.47% (28)            63,000          4,075 (2)   1/31/99    
Unsecured Notes - 2A                       6.75%                100,000          6,750 (26)  7/15/04    
Unsecured Notes - 2B                       7.00%                150,000         10,500 (26)  7/15/09    
Unsecured Notes - 3                        6.88%                150,000         10,313 (26)  10/27/05   
                                                            -----------                                 
                                                              2,115,000                                 
                                                                                                        
Shopping Center Associates:                                                                             
Unsecured Notes - SCA 1                    6.75%                150,000         10,125 (26)  1/15/04    
Unsecured Notes - SCA 2                    7.63%                110,000          8,388 (26)  5/15/05    
                                                            -----------                                   
                                                                260,000                                   
                                                                                                         
Total Unsecured Indebtedness                                 $2,375,000                                 
                                                            -----------                                   
Total Indebtedness-Consolidated                              $5,080,333 (29)                            
                                                            ===========                                 
<PAGE>                                                                                                        
Joint Venture Properties (30):                                                                          
------------------------------                                                                          
                                                                                                       
Arizona Mills                              7.02% (31) (13)      121,991          8,562 (2)   2/1/02     
Aventura Mall - 1                          7.68% (32)           100,000          7,680 (2)   8/8/98     
Aventura Mall - 2                          9.75% (33)             5,500          1,678       8/8/98     
Aventura Mall - 3                          6.82% (34)            43,766          2,984 (2)   8/8/98     
Avenues, The                               8.36%                 58,408          5,555       5/15/03    
Century III Mall - 1                       6.78%                 66,000          4,475 (2)   7/1/03     
Circle Centre Mall                         6.16% (35) (36)       60,000          3,695 (2)   1/31/04    
Cobblestone Court                          7.22% (37)             6,180            446 (2)   11/30/05   
Coral Square                               7.40%                 53,300          3,944 (2)   12/1/00    
Crystal Court                              7.22% (37)             3,570            258 (2)   11/30/05   
Dadeland Mall                              6.42% (38)           140,000          8,986 (2)   12/10/99   
Fairfax Court                              7.22% (37)            10,320            745 (2)   11/30/05   
Florida Mall, The                          8.65% (39)            75,000          6,488 (2)   12/1/98    
Gaitway Plaza                              7.22% (37)             7,350            531 (2)   11/30/05   
Grapevine Mills                            7.07% (40)           112,096          7,924 (2)   4/25/01    
Great Northeast Plaza                      9.04%                 17,812          1,744       6/1/06     
Indian River Commons                       7.58%                  8,399            637 (41)  11/1/04    
Indian River Mall                          7.58%                 46,602          3,532 (41)  11/1/04    
Lakeland Square                            7.26%                 52,961          4,368       12/22/03   
Lakeline Mall                              7.65%                 73,620          6,300       5/1/07     
Lakeline Plaza - 1                         6.09% (42)            14,000            853 (2)   6/6/02     
Northfield Square                          9.52%                 24,330          2,575       4/1/00     
Ontario Mills - 1                          7.37% (7)  (43)       50,000          3,685 (2)   5/7/02     
Ontario Mills - 2                          7.21% (7)  (44)       20,000          1,442 (2)   5/7/02     
Ontario Mills - 3                          7.46% (19) (44)       50,000          3,730 (2)   5/7/02     
Ontario Mills - 4                          0.00% (45)             4,450              0 (2)   12/28/09   
Palm Beach Mall                            8.21%                 51,360          5,072       12/15/02   
Plaza at Buckland Hills, The               7.22% (37)            17,680          1,276 (2)   11/30/05   
Ridgewood Court                            7.22% (37)             7,980            576 (2)   11/30/05   
Royal Eagle Plaza                          7.22% (37)             7,920            572 (2)   11/30/05   
Seminole Towne Center                      6.88%                 70,500          4,850 (2)   1/1/06     
Smith Haven Mall                           7.86%                115,000          9,039 (2)   6/1/06     
Source, The                                7.07% (40)           108,428          7,665 (2)   7/16/01    
Tower Shops, The                           7.72% (6)             15,755          1,216 (2)   3/13/99    
Village Park Plaza                         7.22% (37)             8,960            647 (2)   11/30/05   
West Town Corners                          7.22% (37)            10,330            746 (2)   11/30/05   
West Town Mall                             6.90%                 76,000          5,244 (2)   5/1/08     
Westchester, The                           8.74%                153,234         14,478       9/1/05     
Westland Park Plaza                        7.22% (37)             4,950            357 (2)   11/30/05   
Willow Knolls Court                        7.22% (37)             6,490            469 (2)   11/30/05   
Yards Plaza, The                           7.22% (37)             8,270            597 (2)   11/30/05   
                                                            -----------                                 
Total Joint Venture Properties                                                                          
   Indebtedness                                              $1,888,512 (46)
                                                            ===========                                 
                                                                                                        
</TABLE>
                                                  
<PAGE>
<TABLE>
<C>   <S>       
                                                                                                            
 (1)  Loans secured by these ten properties are cross-collateralized and cross-defaulted.  The aggregate
        principal amount of the loans is $196,521, with an annual debt service of $13,295, and weighted 
        average interest rate of 6.77%.  The interest rate and maturity date of eight of these loans were 
        reset in October 1997 and all ten  require monthly payments of interest only.
 (2)  Requires monthly payments of interest only.
 (3)  These ten properties are cross-defaulted.
 (4)  On January 31, 1997, the Operating Partnership closed on a restructure of these loans, which included
        repaying the Irving Mall loan, paying $21,000 to remove the contingent interest feature and paying
        down a total of $3,900 on two other Property loans with the same lender.
 (5)  Loans secured by these four properties are cross-collateralized and cross-defaulted.  The aggregate
        principal amount of the loans is $182,624, with an annual debt service of $15,905, and an interest
        rate of  7.0% except for Tippecanoe Mall, which bears interest at 8.45%.  During the term of these
        loans, there is amortization of a portion of the principal amount.
 (6)  LIBOR + 2.000%.
 (7)  LIBOR + 1.000%.
 (8)  LIBOR Capped at 5.000%.
 (9)  LIBOR + 1.500%.
(10)  LIBOR + 0.650%.
(11)  LIBOR Capped at 8.350%.
(12)  LIBOR + 0.300%.
(13)  LIBOR Capped at 9.500%. On January 6, 1998, the interest rate was swapped 
      at an all-in-one fixed rate of 6.19%
(14)  LIBOR + 0.550%.
(15)  LIBOR Capped at 8.700%.
(16)  LIBOR + 0.500%.
(17)  LIBOR Swapped at 7.242%.
(18)  LIBOR + 1.375%.
(19)  LIBOR + 1.250%.
(20)  Lender also participates in a percentage of gross revenues above a 
      specified base.
(21)  July 23, 2000 is the earliest date on which the lender may call the bonds.
(22)  On September 2, 1997, a refinancing was completed of $453 million of 
      commercial mortgage pass through certificates and a $48 million mortgage
      loan, resulting in releases of mortgages encumbering 18 of the Properties.
      The refinancing was funded, in part, with the proceeds of this $225 
      million loan,  which is secured by cross-collateralized mortgages 
      encumbering seven of the Properties (Bay Park Square, Boardman Plaza, 
      Cheltenham Square, De Soto Square, Upper Valley Mall, Washington Square
      and West Ridge Mall).
(23)  LIBOR + 0.365%.
(24)  Minimum LIBOR Cap at 12.553%.
(25)  $1,250,000 unsecured revolving credit facility.  Currently, bears interest at LIBOR + 0.65% and
        provides for different pricing based upon the Operating Partnership's investment grade rating.  As of
        12/31/97 $284,300 was available, after outstanding borrowings and letters of credit.
(26)  Requires semi-annual payments of interest only.
(28)  LIBOR + 0.750%. In January 1998, the interest rate was swapped at 6.14% through maturity.
(28)  LIBOR + 0.750%. In March of 1998, the interest rate was reduced to LIBOR + 0.65%.
(29)  Includes minority interest partners' share ($132,824) of total consolidated indebtedness.
(30)  As defined in the accompanying consolidated financial statments, Joint Venture Properties are those
        accounted for using the equity method of accounting.
(31)  LIBOR + 1.300%.
(32)  Bank of Tokyo CD Rate + 0.900%.
(33)  PRIME + 1.250%.
(34)  LIBOR + 1.100%.
(35)  LIBOR + 0.440%.
(36)  LIBOR Capped at 8.810%.
(37)  Rate is fixed at 7.22% through December 1998 and thereafter the rate is the greater of 7.22% or 2.0%
        over the then current yield of a six month treasury bill selected by the lender.
(38)  LIBOR + 0.700%.
(39)  Commercial Paper rate + 0.750%.
(40)  LIBOR + 1.350%.
(41)  Loans require monthly interest payments only until they begin amortizing November, 2000.
(42)  LIBOR + 0.375%.
(43)  LIBOR Swapped at 6.370%.
(44)  LIBOR Swapped at 6.210%.
(45)  Beginning January 2000, this note will bear interest at 6.00%.
(46)  Includes outside partners' share ($1,117,736) of indebtedness.
</TABLE>
<PAGE>
ITEM 3. LEGAL PROCEEDINGS

     Carlo Angostinelli et al. v. DeBartolo Realty Corp. et al. On October 16,
1996, a complaint was filed in the Court of Common Pleas of Mahoning County,
Ohio, captioned Carlo Angostinelli et al. v. DeBartolo Realty Corp. et al. The
named defendants are SD Property Group, Inc., a 99%-owned subsidiary of the
Company, and DPMI, and the plaintiffs are 27 former employees of the
defendants. In the complaint, the plaintiffs allege that they were recipients
of deferred stock grants under the DRC stock incentive plan (the "DRC Plan")
and that these grants immediately vested under the DRC Plan's "change in
control" provision as a result of the DRC Merger. Plaintiffs assert that the
defendants' refusal to issue them approximately 661,000 shares of DRC common
stock, which is equivalent to approximately 450,000 shares of common stock of
the Company computed at the 0.68 Exchange Ratio used in the DRC Merger,
constitutes a breach of contract and a breach of the implied covenant of good
faith and fair dealing under Ohio law. Plaintiffs seek damages equal to such
number of shares of DRC common stock, or cash in lieu thereof, equal to all
deferred stock ever granted to them under the DRC Plan, dividends on such stock
from the time of the grants, compensatory damages for breach of the implied
covenant of good faith and fair dealing, and punitive damages. The complaint
was served on the defendants on October 28, 1996. The plaintiffs and the
Company each filed motions for summary judgment. On October 31, 1997, the Court
entered a judgment in favor of the Company granting the Company's motion for
summary judgment. The plaintiffs have appealed this judgment and the appeal is
pending. While it is difficult for the Company to predict the ultimate outcome
of this action, based on the information known to the Company to date, it is
not expected that this action will have a material adverse effect on the
Company.

     Roel Vento et al v. Tom Taylor et al. An affiliate of the Company is a
defendant in litigation entitled Roel Vento et al v. Tom Taylor et al, in the
District Court of Cameron County, Texas, in which a judgment in the amount of
$7.8 million has been entered against all defendants. This judgment includes
approximately $6.5 million of punitive damages and is based upon a jury's
findings on four separate theories of liability including fraud, intentional
infliction of emotional distress, tortuous interference with contract and civil
conspiracy arising out of the sale of a business operating under a temporary
license agreement at Valle Vista Mall in Harlingen, Texas. The Company is
seeking to overturn the award and has appealed the verdict. The Company's
appeal is pending. Although the Company is optimistic that it may be able to
reverse or reduce the verdict, there can be no assurance thereof. Management,
based upon the advice of counsel, believes that the ultimate outcome of this
action will not have a material adverse effect on the Company.

     Browning-Ferris Industries of Illinois, et al. v. Richard Ter Maat, et al.
v. Craig J. Cain, et al., Case No. 92 C 20259. On April 4, 1994, a third-party
action was filed by Richard Ter Maat and five other parties (collectively
referred to as "Third-Party Plaintiffs") named as defendants in the above
referenced litigation, which had begun in 1992, against Machesney Park
Associates (the "Affiliate") and approximately 74 other parties (collectively
referred to as "Third-Party Defendants"). That third-party action alleged
generally that the Third-Party Defendants are liable under the Comprehensive
Environmental response, Compensation and Liability Act of 1980, 42 U.S.C.
section 9601 et seq., and under Illinois statutory and common law for certain
response costs expended and to be expended by Third-Party Plaintiffs in
connection with the claims asserted by Browning-Ferris Industries of Illinois
and approximately 20 other parties (collectively referred to as "Plaintiffs")
against the Third-Party Plaintiffs. In the original lawsuit, Plaintiffs sought
reimbursement of response costs they allegedly incurred and will incur in
response to the release or threat of release of hazardous substances from the
M.I.G./Dewane Landfill located one mile east of the City of Belvidere, in Boone
County, Illinois (the "Site"), and declaratory judgment on liability against
Defendants for such response costs. To date, the Plaintiffs have alleged
response costs in excess of $5.0 million in connection with the Site. In
February 1996, the Affiliate settled this pending litigation by the payment
of $40,000 to the original Plaintiffs. Pursuant to that settlement, the
Company agreed that it would take part in a nonbinding arbitration or mediation
at sometime in the future to allocate expenses incurred in remediating the
Site. No such arbitration or mediation has yet been instituted. In addition,
the Company has made a demand upon its insurer for indemnification with respect
to the claims asserted against the Company in this matter. Management, based
upon the advice of counsel, believes that the ultimate outcome of this action
will not have a material adverse effect on the Company.

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

     None.



<PAGE>

                                    PART II

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

     MARKET INFORMATION
     
     The Company's common stock trades on the New York Stock Exchange ("NYSE")
under the symbol "SPG". The quarterly price range for the shares on the NYSE
and the distributions declared per share for each quarter in the last two
fiscal years are shown below:
                                                     Declared
                    High        Low       Close    Distribution
                  ---------  ---------  ---------  -------------
        1996                                             
     -----------                                         
     1st Quarter   24 5/8     21 1/8     23 1/8       $0.4925
     2nd Quarter   24 3/4     22 1/8     24 1/2       $0.4925
     3rd Quarter   25 3/4     22 7/8     25 1/2       $0.1515 (1)
     4th Quarter     31       25 3/8       31         $0.4925

        1997                                             
     -----------                                         
     1st Quarter   32 3/4     28 3/8     30 1/4       $0.4925
     2nd Quarter     32       27 7/8       32         $0.5050
     3rd Quarter   34 3/8       29         33         $0.5050
     4th Quarter  33 15/16    28 7/8    32 11/16      $0.5050

     (1) Represents a distribution declared in the third quarter of 1996
       related to the DRC Merger, designated to align the time periods of
       distribution payments of the merged companies. The current annual
       distribution rate is $2.02 per share.

     There is no established public trading market for the Company's Class B
common stock or Class C common stock. Distributions per share of the Class B
and Class C common stock were identical to those for the Company's common
stock.

     HOLDERS
     
     The number of holders of record of the shares of common stock was 2,838 as
of March 6, 1998. The Class B common stock is held entirely by a voting trust
to which the Simons are parties and are exchangeable on a one-for-one basis
into common stock. The Class C common stock is held entirely by The Edward J.
DeBartolo Corporation and are also exchangeable on a one-for-one basis into
common stock.

     DISTRIBUTIONS
     
     The Company qualifies as a REIT under the Code. To maintain its status as
a REIT, the Company is required each year to distribute to its shareholders at
least 95% of its taxable income after certain adjustments.

     Future distributions paid by the Company will be at the discretion of the
Board of Directors and will depend on the actual cash flow of the Company, its
financial condition, capital requirements, the annual REIT distribution
requirements and such other factors as the Board of Directors of the Company
deem relevant.

     The Company has an Automatic Dividend Reinvestment Plan (the "Plan") which
allows shareholders to acquire additional shares of common stock by
automatically reinvesting cash dividends. Common stock is acquired pursuant to
the Plan at a price equal to the prevailing market price of such common stock,
without payment of any brokerage commission or service charge. Shareholders who
do not participate in the Plan continue to receive cash dividends, as declared.

     UNREGISTERED SALES OF EQUITY SECURITIES

     The Company did not issue any equity securities that were not required to
be registered under the Securities Act of 1933, as amended (the "Act") during
the fourth quarter of 1997, except as follows: On December 5, 1997, the Company
issued 1,534,330 shares of common stock to an institutional investor in
connection with a property acquisition. The foregoing transaction was exempt
from registration under the Act in reliance on Section 4 (2). 
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

     The following table sets forth selected consolidated financial data for
the Company and combined historical financial data of Simon Property Group (the
"Predecessor"). The financial data should be read in conjunction with the
financial statements and notes thereto and with Management's Discussion and
Analysis of Financial Condition and Results of Operations.

     Other data management believes is important in understanding trends in the
Company's business is also included in the table.
<TABLE>
<CAPTION>
                                                     THE COMPANY                            PREDECESSOR           
                            ------------------------------------------------------------    -----------           
                                                                               DECEMBER 20       
                                                                               TO DECEMBER   JANUARY 1
                                                                                   31,      TO DECEMBER
                                    FOR THE YEAR ENDED DECEMBER 31,                             19,
                            ------------------------------------------------   ----------   -----------
                             1997(1)      1996(1)      1995(1)       1994         1993         1993
                           -----------  -----------  -----------   ----------   ----------   ----------
OPERATING DATA:                               (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                        <C>           <C>           <C>          <C>            <C>         <C>
Total revenue               $1,054,167     $747,704     $553,657     $473,676      $18,424     $405,869
Income of the Operating                                                                                
Partnership before                                                                                     
extraordinary items            203,133      134,663      101,505       60,308        8,707        6,912
Net income (loss) available                                                                            
to common shareholders                                                                                 
                              $107,989      $72,561      $57,781      $23,377    $(11,366)      $33,101
                                                                                                       
BASIC EARNINGS PER COMMON                                                                              
SHARE (2):
Income before extraordinary                                                                            
items                            $1.08        $1.02        $1.08        $0.71        $0.11          N/A
Extraordinary items                 --       (0.03)       (0.04)       (0.21)       (0.39)          N/A
                           -----------  -----------  -----------   ----------   ----------             
Net income (loss)                $1.08        $0.99        $1.04        $0.50      $(0.28)          N/A
Weighted average shares                                                                                
outstanding                     99,920       73,586       55,312       47,012       40,950          N/A
DILUTED EARNINGS PER COMMON                                                                            
SHARE (2):
Income before extraordinary      $1.08        $1.01        $1.08        $0.71        $0.11          N/A
items
Extraordinary items                 --       (0.03)       (0.04)       (0.21)       (0.39)          N/A
                           -----------  -----------  -----------   ----------   ----------             
Net income (loss)                $1.08        $0.98        $1.04        $0.50      $(0.28)          N/A
Diluted weighted average                                                                               
shares outstanding             100,304       73,721       55,422       47,214       40,957          N/A
                                                                                                       
DISTRIBUTIONS PER COMMON                                                                               
SHARE (3)                        $2.01        $1.63        $1.97        $1.90            _          N/A
                                                                                                       
BALANCE SHEET DATA:                                                                                    
Cash and cash equivalents     $109,699      $64,309      $62,721     $105,139     $110,625          N/A
Total assets                 7,662,667    5,895,910    2,556,436    2,316,860    1,793,654          N/A
Mortgages and other                                                                                    
indebtedness                 5,077,990    3,681,984    1,980,759    1,938,091    1,455,884          N/A
Shareholders' equity        $1,556,862   $1,304,891     $232,946      $57,307      $29,521          N/A
                                                                                                       
OTHER DATA:                                                                                            
Cash flow provided by (used                                                                            
in):
Operating activities          $370,907     $236,464     $194,336     $128,023          N/A          N/A
Investing activities       (1,243,804)    (199,742)    (222,679)    (266,772)          N/A          N/A
Financing activities           918,287     (35,134)     (14,075)      133,263          N/A          N/A
Funds from Operations (FFO)                                                                            
of the Operating                                                                                       
Partnership (4)               $415,128     $281,495     $197,909     $167,761          N/A          N/A
FFO allocable to Company      $258,049     $172,468     $118,376      $92,604          N/A          N/A

NOTES
(1) Note 3 to the accompanying financial statements describes the DRC Merger,
    which occurred on August 9, 1996, and the 1997, 1996, and 1995 real estate
    acquisitions and development.
(2) Per share data is reflected only for the Company, because the historical
    combined financial statements of the Predecessor are a combined
    presentation of partnerships and corporations.
(3) Represents distributions declared per period. A distribution of $0.1515
    per share was declared on August 9, 1996, in connection with the DRC
    Merger, designated to align the time periods of distributions of the
    merged companies. The current annual distribution rate is $2.02 per share.
(4) Please refer to Management's Discussion and Analysis of Financial
    Condition and Results of Operations for a definition of Funds from
    Operations.
</TABLE>
<PAGE>

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

     The following discussion should be read in conjunction with the Selected
Financial Data, and all of the financial statements and notes thereto included
elsewhere herein. Certain statements made in this report may constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Operating Partnership to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: general economic and business conditions, which
will, among other things, affect demand for retail space or retail goods,
availability and creditworthiness of prospective tenants, lease rents and the
terms and availability of financing; adverse changes in the real estate markets
including, among other things, competition with other companies and technology;
risks of real estate development and acquisition; governmental actions and
initiatives; and environmental/safety requirements.

     OVERVIEW

     The financial results reported reflect the merger completed on August 9,
1996 (the "DRC Merger") of Simon Property Group, Inc. and DeBartolo Realty
Corporation ("DRC"), in accordance with the purchase method of accounting,
valued at $3.0 billion. The DRC Merger resulted in the addition of 49 regional
malls, 11 community centers and 1 mixed-use property. These properties included
47,052,267 square feet of retail space gross leasable area ("GLA") and 558,636
of office GLA. Of these properties, 40 regional malls, 10 community centers and
the mixed-use property are being accounted for using the consolidated method of
accounting. The remaining properties are being accounted for using the equity
method of accounting.

     On September 29, 1997, the Operating Partnership completed its cash tender
offer for all of the outstanding shares of beneficial interests of The Retail
Property Trust ("RPT"). RPT owned 98.8% of Shopping Center Associates ("SCA"),
which owned or had interests in twelve regional malls and one community center,
comprising approximately twelve million square feet of GLA in eight states.
Following the completion of the tender offer, the SCA portfolio was
restructured. The Operating Partnership exchanged its 50% interests in two SCA
properties to a third party for similar interests in two other SCA properties,
in which it had 50% interests, with the result that SCA now owns interests in a
total of eleven properties. Effective November 30, 1997, the Operating
Partnership also acquired the remaining 50% ownership interest in another of
the SCA properties. In addition, an affiliate of the Operating Partnership
acquired the remaining 1.2% interest in SCA. At the completion of these
transactions, the Operating Partnership directly or indirectly now owns 100% of
ten of the eleven SCA properties, and 50% of the remaining property.

     In addition, the Operating Partnership acquired ownership interests in or
commenced operations of several other Properties throughout the comparative
periods and, as a result, increased the number of Properties it accounts for
using the consolidated method of accounting (the "Property Transactions"). The
following is a listing of such transactions: On February 23, 1995, the
Operating Partnership acquired an additional 50% interest in White Oaks Mall,
increasing its ownership to 77%. On August 1, 1995, the Operating Partnership
purchased the remaining 50% ownership in Crossroads Mall. On September 25,
1995, the Operating Partnership acquired the remaining 55% ownership in
Knoxville Center. On April 11, 1996, the Operating Partnership acquired the
remaining 50% economic ownership interest in Ross Park Mall. On July 31, 1996,
the Operating Partnership opened the wholly-owned Cottonwood Mall in
Albuquerque, New Mexico. On August 29, 1997, the Operating Partnership opened
the 55%-owned, $89 million phase II expansion of The Forum Shops at Caesar's.
(See "Liquidity and Capital Resources" for additional information regarding
these transactions.)

RESULTS OF OPERATIONS
     
Year Ended December 31, 1997 vs. Year Ended December 31, 1996
     
     Total revenue increased $306.5 million or 41.0% in 1997 as compared to
1996. This increase is primarily the result of the DRC Merger ($234.1 million),
the RPT acquisition ($30.6 million) and the Property Transactions ($28.4
million). Excluding these transactions, total revenues increased $13.4 million,
which includes a $15.4 million increase in minimum rent and a $7.1 million
increase in tenant reimbursements, partially offset by a $7.5 million decrease
in other income. The $15.4 million increase in minimum rents results from
increased occupancy levels, the replacement of expiring tenant leases with
renewal leases at higher minimum base rents, and a $4.4 million increase in
<PAGE>
rents from tenants operating under license agreements. The $7.1 million
increase in tenant reimbursements is partially offset by a net increase in
recoverable expenses. The $7.5 million decrease in other income is primarily
the result of decreases in lease settlement income ($3.0 million), interest
income ($1.3 million) and gains from sales of peripheral properties ($1.7
million).

     Total operating expenses increased $160.9 million, or 38.7%, in 1997 as
compared to 1996. This increase is primarily the result of the DRC Merger
($113.5 million), the RPT acquisition ($15.9 million), the Property
Transactions ($17.3 million), and the increase in depreciation and amortization
($10.1 million), primarily due to an increase in depreciable real estate
realized through renovation and expansion activities.

     Interest expense increased $85.6 million, or 42.4% in 1997 as compared to
1996. This increase is primarily as a result of the DRC Merger ($61.1 million),
the RPT acquisition ($13.9 million) and the Property Transactions ($9.1
million).

     The $0.1 million gain from extraordinary items in 1997 is the net result
of gains realized on the forgiveness of debt ($31.1 million) and the write-off
of net unamortized debt premiums ($8.4 million), partially offset by the
acquisition of the contingent interest feature on four loans ($21.0 million)
and prepayment penalties and write-offs of mortgage costs associated with early
extinguishments of debt ($18.4 million). The $3.5 million extraordinary loss in
1996 is the result of write-offs of mortgage costs associated with early
extinguishments of debt.

     Income (loss) from unconsolidated entities increased from $9.5 million in
1996 to $19.2 million in 1997, resulting from an increase in the Operating
Partnership's share of M.S. Management Associates Inc.'s (the "Management
Company") income ($5.0 million) and an increase in its share of income from
partnerships and joint ventures ($4.6 million). The increase in Management
Company income is primarily the result of income realized through marketing
initiatives ($2.0 million) and the Operating Partnership's share of the
Management Company's gains on sales of peripheral property ($1.9 million). The
increase in the Operating Partnership's share of income from partnerships and
joint ventures is primarily the result of the DRC Merger ($4.9 million), the
RPT acquisition ($3.2 million), and the nonconsolidated joint-venture
Properties acquired or commencing operations during 1997 ($5.0 million),
partially offset by the increase in the amortization of the excess of the
Operating Partnership's investment over its share of the equity in the
underlying net assets of unconsolidated joint-venture Properties ($8.8
million).

     Income of the Operating Partnership was $203.2 million in 1997, as
compared to $131.1 million in 1996, reflecting an increase of $72.0 million,
for the reasons discussed above, and was allocated to the Company based on the
Company's preferred unit preference and ownership interest in the Operating
Partnership during the period.

     Preferred distributions increased by $16.6 million to $29.2 million in
1997 as a result of the Company's issuance of $200 million of 8 3/4% Series B
cumulative redeemable preferred stock on September 27, 1996 and $150 million of
7.89% Series C Cumulative Step-Up Premium RateSM Preferred Stock on July 9,
1997, partially offset by a reduction in preferred distributions ($2.0 million)
resulting from the conversion of the $100 million 8 1/8% Series A convertible
preferred stock into 3,809,523 shares of common stock on November 11, 1997.

Year Ended December 31, 1996 vs. Year Ended December 31, 1995
     
     Total revenue increased $194.0 million, or 35.0%, in 1996 as compared to
1995. Of this increase, $155.7 million and $37.7 million are attributable to
the DRC Merger and the Property Transactions, respectively. The remaining
increase includes net increases in minimum rent, lease settlements and
miscellaneous income of $9.3 million, $1.8 million and $2.3 million,
respectively, partially offset by a net decrease in tenant reimbursements of
$11.8 million. The minimum rent increase results from increases of $1.50 and
$0.36 in average base minimum rents per square foot for regional mall stores
and community shopping centers, respectively. Regional mall store leases
executed during 1996 were $4.86 per square foot greater than leases expiring;
community shopping center leases were $2.02 greater.
     Total operating expenses increased $113.7 million, or 37.6%, in 1996 as
compared to 1995. Of this increase, $85.1 million and $18.6 million are the
result of the DRC Merger (including $7.2 million of integration costs) and the
Property Transactions, respectively. The remaining $10.0 million increase is
primarily the result of a net increase in depreciation and amortization ($8.9
million).
     Interest expense increased $52.0 million, or 34.6%, to $202.2 million for
1996 as compared to $150.2 million for 1995. Of this increase, $41.1 million
and $15.4 million are attributable to the DRC Merger and the Property
Transactions, respectively. In addition, the Operating Partnership realized
incremental interest expenses in 1996 related to borrowings used to acquire
additional ownership interests in and/or make equity investments in
<PAGE>
unconsolidated joint venture properties of $4.9 million. Offsetting these
increases were interest savings realized as a result of restructuring the
Operating Partnership's credit facilities, from the proceeds of the Company's
6,000,000 share common stock offering on April 19, 1995, and from the proceeds
of the Series A preferred stock offering and a portion ($34.4 million) of the
proceeds of the Series B preferred stock offering, which were used to pay down
debt (described under "Financing and Debt").
     Income (loss) from unconsolidated entities increased from $1.4 million in
1995 to $9.5 million in 1996, primarily resulting from an increase in the
Operating Partnership's share of the Management Company income ($9.2 million),
partially offset by a decrease in its share of income from partnerships and
joint ventures ($1.1 million). The increase in Management Company income is
primarily the result of the DRC Merger ($4.4 million) and the Management
Company's losses in 1995 related to the settlement of a mortgage receivable
($3.9 million) and the liquidation of a partnership investment ($1.0 million).
     Extraordinary items of $3.5 million in 1996 and $3.3 million in 1995
result from write-offs of mortgage costs associated with early extinguishments
of debt.

     Income of the Operating Partnership increased from $98.2 million in 1995
to $131.1 million in 1996, an increase of $32.9 million, for the reasons
discussed above, and was allocated to the Company based on the Company's
ownership interest during the period.
     Preferred dividends increased by $11.2 million in 1996 as a result of the
Company's issuance of $100 million of
8 1/8% Series A convertible preferred stock on October 27, 1995, and $200
million of 8 3/4% Series B cumulative redeemable preferred stock on September
27, 1996.

     LIQUIDITY AND CAPITAL RESOURCES

     As of December 31, 1997, the Operating Partnership's balance of
unrestricted cash and cash equivalents was $109.7 million. In addition to its
cash balance, the Operating Partnership has a $1.25 billion unsecured revolving
credit facility (the "Credit Facility") which had $284.3 million available
after outstanding borrowings and letters of credit at December 31, 1997. The
Company and the Operating Partnership also have access to public equity and
debt markets. The Company has an equity shelf registration statement currently
effective, under which $950 million in equity securities may be issued. The
Operating Partnership has a debt shelf registration statement currently
effective, under which $850 million in debt securities may be issued.

     Management anticipates that cash generated from operating performance will
provide the necessary funds on a short- and long-term basis for its operating
expenses, interest expense on outstanding indebtedness, recurring capital
expenditures, and distributions to shareholders in accordance with REIT
requirements. Sources of capital for nonrecurring capital expenditures, such as
major building renovations and expansions, as well as for scheduled principal
payments, including balloon payments, on outstanding indebtedness are expected
to be obtained from: (i) excess cash generated from operating performance; (ii)
working capital reserves; (iii) additional debt financing; and (iv) additional
equity raised in the public markets.

     Sensitivity Analysis. The Operating Partnership's future earnings, cash
flows and fair values relating to financial instruments is primarily dependent
upon prevalent market rates of interest, such as LIBOR. Based upon consolidated
indebtedness and interest rates at December 31, 1997, a 1% increase in the
market rates of interest would decrease future earnings and cash flows by
approximately $14 million, and would decrease the fair value of debt by
approximately $505 million. A 1% decrease in the market rates of interest would
increase future earnings and cash flows by approximately $14 million, and would
increase the fair value of debt by approximately $683 million.
     
     Financing and Debt
     
     At December 31, 1997, the Operating Partnership had consolidated debt of
$5,078.0 million, of which $3,467.6 million is fixed-rate debt bearing interest
at a weighted average rate of 7.4% and $1,610.4 million is variable-rate debt
bearing interest at a weighted average rate of 6.4%. As of December 31, 1997,
the Operating Partnership had interest rate protection agreements related to
$430.4 million of consolidated variable-rate debt. In addition, swap
arrangements on an additional $148 million of consolidated variable-rate debt
were obtained in January of 1998. The Operating Partnership's hedging activity
as a result of these interest rate protection agreements resulted in net
interest savings of $1.6 million for the year ended December 31, 1997. This did
not materially impact the Operating Partnership's weighted average borrowing
rates.
<PAGE>
     Scheduled principal payments of consolidated mortgage indebtedness over
the next five years is $2,638 million, with $2,442 million thereafter. The
Company's ratio of consolidated debt-to-market capitalization was 46.0% and
41.5% at December 31, 1997 and 1996, respectively.

The following summarizes significant financing and refinancing transactions
completed in 1997:

     Secured Indebtedness. On January 31, 1997, the Operating Partnership
completed a refinancing transaction involving debt on four wholly-owned
Properties. The transaction consisted of the payoff of one loan totaling $43.4
million, a restatement of the interest rate on the three remaining loans, the
acquisition of the contingent interest feature on all four loans for $21.0
million, and $3.9 million of principal reductions on two additional loans. This
transaction, which was funded using the Credit Facility, resulted in an
extraordinary loss of $23.2 million, including the write-off of deferred
mortgage costs of $2.2 million.

     On May 15, 1997, the Operating Partnership refinanced approximately $140
million in existing debt on The Forum Shops at Caesar's. The new debt consists
of three classes of notes totaling $180 million, with $90 million bearing
interest at 7.125% and the other $90 million bearing interest at LIBOR plus
0.30%, all of which will mature on May 15, 2004. Approximately $40 million of
the borrowings were placed in escrow to pay for construction costs required in
connection with the development of the expansion of this project, which opened
on August 29, 1997. As of December 31, 1997, $8.6 million remains in escrow.

     On June 5, 1997, the Operating Partnership closed a $115 million
construction loan for The Shops at Sunset Place. The loan initially bears
interest at LIBOR plus 1.25% and matures on June 30, 2000, with two one-year
extensions available.

     On September 2, 1997, the Operating Partnership completed a refinancing of
$453 million of commercial mortgage pass through certificates and a $48 million
mortgage loan, resulting in releases of mortgages encumbering 18 of the
Properties. The Operating Partnership funded this refinancing with the proceeds
of a $225 million secured loan and borrowings of $294 million under the Credit
Facility, which were later reduced with the proceeds from the sale of $180
million of notes issued on September 10, 1997, as described below.
Subsequently, on December 22, 1997, the Operating Partnership retired the $225
million secured loan with the net proceeds from a $225 million series of
multiclass mortgage pass-through certificates. This new facility includes six
classes of certificates cross-collaterallized by the same seven Properties as
the original $225 million secured loan and matures on December 19, 2004. Five
of the six classes covering $175 million bear fixed interest rates ranging from
6.716% to 8.233%, with the remaining $50 million class bearing interest at
LIBOR plus 0.365%.

     On September 4, 1997, the Operating Partnership transferred ownership of
one Property and paid $6.6 million to its lender, fully satisfying the
property's mortgage note payable of $42 million. This property no longer met
the Operating Partnership's criteria for its ongoing strategic plan. The
Operating Partnership recognized a gain on this transaction of approximately
$31.1 million in the third quarter of 1997.

     Credit Facility. During 1997, the Operating Partnership obtained several
improvements to its Credit Facility. The Credit Facility agreement was amended
to increase the borrowing limit to $1.25 billion and reduce the interest rate
from LIBOR plus 0.90% to LIBOR plus 0.65%. In addition, the Credit Facility's
competitive bid feature, which has further reduced interest costs, was
increased from $150 million to $625 million.

     Medium Term Notes. On May 15, 1997, the Operating Partnership established
a Medium-Term Note ("MTN") program. On June 24, 1997, the Operating Partnership
completed the sale of $100 million of notes under the MTN program. The notes
sold bear interest at 7.125% and have a stated maturity of June 24, 2005. The
net proceeds of this sale were used primarily to pay down the Credit Facility.
On September 10, 1997, the Operating Partnership issued an additional $180
million principal amount of notes under its MTN program, which mature on
September 20, 2007 and bear interest at 7.125% per annum. The Operating
Partnership used the net proceeds of this offering to pay down the borrowings
made under the Credit Facility.

     Equity Financings. On July 9, 1997 the Company sold 3,000,000 shares of
7.89% Series C Cumulative Step-Up Premium RateSM Preferred Stock (the "Series C
Preferred Shares") in a public offering at $50.00 per share. Beginning October
1, 2012, the rate increases to 9.89% per annum. The Company intends to redeem
the Series C Preferred Shares prior to October 1, 2012. The Company contributed
the net proceeds of this offering of approximately $146 million to the
Operating Partnership in exchange for preferred units. The Operating
Partnership used the net proceeds for the purchase of additional ownership
interest in West Town Mall, to pay down the Credit Facility and for general
working capital purposes.
<PAGE>
     During 1997, the Company and the Operating Partnership issued 8,051,924
additional shares of common stock and 876,712 additional Units, respectively,
in public and private offerings, at prices ranging from $30.09 to $33.25 per
share, and generating net proceeds of approximately $286 million. The proceeds
of such offerings were used primarily to acquire additional ownership interests
in Properties and to repay existing indebtedness.

     Unsecured Notes. On July 17, 1997, the Operating Partnership completed a
$250 million public offering, of two tranches of its seven-year and twelve-year
non-convertible senior unsecured debt securities. The first tranche was for
$100 million at 6 3/4% with a maturity of July 15, 2004. The second tranche was
for $150 million at 7% with a maturity of July 15, 2009. The notes pay interest
semi-annually, and contain covenants relating to minimum leverage, EBITDA and
unencumbered EBITDA ratios.

     On October 15, 1997, the SEC declared effective the Operating
Partnership's registration statement, which provides for the offering, from
time to time, of up to $1 billion aggregate public offering price of
nonconvertible investment grade unsecured debt securities of the Operating
Partnership. The net proceeds of such offerings may be used to fund property
acquisition or development activity, retire existing debt or for any other
purpose deemed appropriate by the Operating Partnership. Subsequently, on
October 22, 1997, the Operating Partnership completed the sale of $150 million
of its eight-year non-convertible senior unsecured debt securities under this
new $1 billion debt shelf registration. The notes bear interest at 6 7/8%, and
mature on October 27, 2005. The notes pay interest semi-annually, and contain
covenants relating to minimum leverage, EBITDA and unencumbered EBITDA ratios.
The Operating Partnership used $114.8 million of the net proceeds of
approximately $147 million, along with an escrow refund of approximately $4
million to retire existing mortgages on Miller Hill Mall, Muncie Mall, and
Towne West Square, with the remaining proceeds going to reduce the amount
outstanding on the Credit Facility.

     Other. During 1997, in connection with the RPT acquisition, the Operating
Partnership assumed consolidated mortgages of $123.5 million, unsecured debt
totaling $275.0 million and a pro-rata share of joint venture mortgage
indebtedness of $76.8 million.

     Acquisitions and Investment
     Management continues to actively review and evaluate a number of
individual property and portfolio acquisition opportunities. Management
believes that funds on hand, amounts available under the Credit Facility,
together with the ability to issue shares of common stock and/or Units, provide
the means to finance certain acquisitions. No assurance can be given that the
Company will not be required to, or will not elect to, even if not required to,
obtain funds from outside sources, including through the sale of debt or equity
securities, to finance significant acquisitions, if any.

     On June 16, 1997, the Operating Partnership purchased 1,408,450 shares of
common stock of Chelsea GCA Realty, Inc. ("Chelsea"), a publicly traded REIT,
for approximately $50 million using borrowings from the Credit Facility. The
shares purchased represent approximately 9.2% of Chelsea's outstanding common
stock, and had a market value of $53.8 million at December 31, 1997. In
connection with this transaction the Operating Partnership and Chelsea have
formed a strategic alliance to develop and acquire manufacturer's outlet
shopping centers with 500,000 square feet or more of GLA in the United States.

     On July 10, 1997, the Operating Partnership acquired an additional 48%
interest in West Town Mall in Knoxville, Tennessee for $67.4 million and 35,598
Units valued at approximately $1.1 million. This transaction increased the
Operating Partnership's ownership of West Town Mall to 50%.

     On August 8, 1997, a subsidiary of the Operating Partnership acquired a
50% interest in a trust that owns Dadeland Mall, a 1.4 million square-foot
super-regional mall in Miami, Florida for approximately $128 million. A portion
of the purchase price was paid in the form of 658,707 shares of the Company's
common stock, valued at approximately $20 million. The remaining portion of the
purchase price was financed using borrowings from the Credit Facility.

     As described previously, during 1997 the Operating Partnership completed
the purchase of RPT and its subsidiary SCA, which owned or had interests in
twelve regional malls and one community center, comprising approximately twelve
million square feet of GLA in eight states. The Operating Partnership exchanged
its 50% interests in two SCA properties to a third party for similar interests
in two other SCA properties, in which it had 50% interests, with the result
that SCA now owns interests in a total of eleven properties. Effective November
30, 1997, the Operating Partnership also acquired the remaining 50% ownership
interest in another of the SCA properties. The Operating Partnership now owns
100% of ten of the eleven SCA properties acquired, and a noncontrolling 50%
interest in the remaining property. The total cost for the acquisition of RPT
and related transactions is estimated at $1.3 billion, including shares of
<PAGE>
common stock valued at approximately $50 million, Units valued at approximately
$25.3 million, the assumption of $398.5 million of consolidated indebtedness
and the Operating Partnership's $76.8 million pro rata share of joint venture
indebtedness.

     On December 29, 1997, the Operating Partnership formed a joint venture
partnership with The Macerich Company ("Macerich") to acquire a portfolio of
twelve regional malls comprising approximately 10.7 million square feet of GLA.
This transaction closed on February 27, 1998 at a total purchase price of
$974.5 million, including the assumption of $485.0 million of indebtedness. The
Operating Partnership and Macerich were each responsible for one half of the
purchase price, including indebtedness assumed and each assumed leasing and
management responsibilities for six of the regional malls. The Operating
Partnership funded its share of the cash due at closing with a new six-month
$242.0 million unsecured loan which bears interest at 6.42%. The Operating
Partnership owns 50% of this joint venture.

     On December 30, 1997, the Operating Partnership acquired The Fashion Mall
at Keystone at the Crossing, a 651,671 square-foot regional mall, along with an
adjacent 29,140 square-foot community center, in Indianapolis, Indiana for
$124.5 million, including the assumption of a $64.8 million mortgage. These
Properties are wholly-owned by the Operating Partnership.

     On December 31, 1997, the Operating Partnership acquired the remaining 30%
ownership interest in Virginia Center Commons as well as the management
contract on that Property for a total of $2.3 million. The Operating
Partnership now owns 100% of this Property.

     On January 26, 1998, the Operating Partnership acquired Cordova Mall in
Pensacola, Florida for $87.3 million, which included the assumption of a $28.9
million mortgage and 1,713,016 Units, valued at approximately $55.5 million.
This 874,000 square-foot regional mall is wholly-owned by the Operating
Partnership.

     See Note 3 to the consolidated financial statements for 1996 and 1995
acquisition activity.

     Development Activity
     Development activities are an ongoing part of the Operating Partnership's
business. The Operating Partnership opened one new regional mall, two value-
oriented super-regional malls and one new community shopping center during
1997. On September 5, 1997, the Operating Partnership opened The Source, a
730,000 square-foot regional mall in Westbury (Long Island), New York. On
October 31, 1997 the Operating Partnership opened Grapevine Mills, a 1.2
million square feet value-oriented super-regional mall in Grapevine
(Dallas/Fort Worth), Texas, and on November 20, 1997, the Operating Partnership
opened Arizona Mills, a 1.2 million square-foot value-oriented super-regional
mall in Tempe, Arizona. In March 1997, the Operating Partnership opened Indian
River Commons, a 260,000 square-foot community shopping center in Vero Beach,
Florida, which is immediately adjacent to an existing regional mall Property.
The Operating Partnership has joint venture partners on each of these
Properties and accounts for them using the equity method of accounting.

     Construction also continues on the following projects:
* The Shops at Sunset Place, a destination-oriented retail and entertainment
  project containing approximately 510,000 square feet of GLA is scheduled to
  open in October of 1998 in South Miami, Florida. The Operating Partnership
  owns 75% of this $149 million project. Construction financing of $115 million
  closed on this property in June 1997. The loan initially bears interest at
  LIBOR plus 125 basis points and matures on June 30, 2000.
* Muncie Plaza, a 196,000 square-foot community center project, is scheduled
  to open in April of 1998 in Muncie, Indiana, adjacent to Muncie Mall. This
  approximately $14 million project is wholly-owned by the Operating
  Partnership.
* Lakeline Plaza, a 380,000 square-foot community center project, is
  scheduled to open in two phases in May and November of 1998 in Austin, Texas,
  adjacent to Lakeline Mall. On January 30, 1998, the Operating Partnership
  increased its ownership interest in this approximately $34 million project
  from 50% to 65%.

     In addition, the Operating Partnership is in the preconstruction
development phase on a new value-oriented super-regional mall, a factory outlet
center and a new community center project. Concord Mills, an approximately $200
million development, is scheduled to open in 1999. This 1,400,000 square-foot
<PAGE>
value-oriented super-regional mall development project is 50%-owned by the
Operating Partnership. Houston Premium Outlets is a 462,000 square-foot factory
outlet project in Houston, Texas. This approximately $462 million project, of
which the Operating Partnership has a 50% ownership interest in, is scheduled
to begin construction in 1998 and open in 1999. The Shops at North East Mall,
an approximately $55 million development, which is immediately adjacent to
North East Mall, an existing regional mall in the Company's portfolio, is
scheduled to open in Hurst, Texas, in 1999. This 391,000 square-foot
development project is wholly-owned by the Operating Partnership.

     Strategic Expansions and Renovations

     A key objective of the Operating Partnership is to increase the
profitability and market share of the Properties through the completion of
strategic renovations and expansions. In 1997, the Operating Partnership
completed construction and opened fourteen major expansion and/or renovation
projects: Alton Square in Alton, Illinois; Aventura Mall in Miami, Florida;
Chautauqua Mall in Jamestown, New York; Columbia Center in Kennewick,
Washington; The Forum Shops at Caesar's in Las Vegas, Nevada; Knoxville Center
in Knoxville, Tennessee; La Plaza in McAllen, Texas; Muncie Mall in Muncie,
Indiana; Northfield Square in Bradley, Illinois; Northgate Mall in Seattle,
Washington; Orange Park Mall in Jacksonville, Florida; Paddock Mall in Ocala,
Florida; Richmond Square in Richmond, Indiana; and Southern Park Mall in
Youngstown, Ohio.

     The Operating Partnership currently has four major expansion projects
under construction, and is in the preconstruction development stage with two
additional major expansion projects. The aggregate cost of the projects is
approximately $208 million.

* A 255,000 square-foot small shop expansion and the addition of a 24-screen
  AMC Theatre complex to Aventura Mall in Miami, Florida, are scheduled to open
  in March 1998. Lord & Taylor, Macy's, JCPenney and Sears are also expanding
  at this Property. In addition, the Operating Partnership added a Bloomingdales
  to this project in November of 1997. The Operating Partnership has a 33%
  ownership interest in this project.

* A 180,000 square-foot small shop expansion of The Florida Mall in Orlando,
  Florida, as well as the addition of Burdines, is scheduled for completion in
  the winter of 1999. The Operating Partnership has a 50% ownership interest in
  this project. Dillard's, Gayfers, JCPenney and Sears are also expanding.

* A 68,000 square-foot small shop expansion of Prien Lake Mall in Lake
  Charles, Louisiana, as well as the addition of Dillard's and Sears, is
  scheduled for completion in the winter of 1998. The Operating Partnership owns
  100% of Prien Lake Mall.

     The Operating Partnership has a number of smaller renovation and/or
expansion projects currently under construction aggregating approximately $105
million, of which the Operating Partnership's share is approximately $100
million. In addition, preconstruction development continues on a number of
project expansions, renovations and anchor additions at additional properties.
The Operating Partnership expects to commence construction on many of these
projects in the next 12 to 24 months.

     It is anticipated that these projects will be financed principally with
access to debt and equity markets, existing corporate credit facilities and
cash flow from operations.

     Capital Expenditures

     Capital expenditures, excluding acquisitions, were $330.9 million, $211.4
million and $102.9 million for the periods ended December 31, 1997, 1996 and
1995, respectively.
                                               1997        1996       1995
                                              -----       -----      ----- 
        New Developments                      $79.9       $80.1      $29.7
        Renovations and Expansions            196.6        86.3       38.9
        Tenant Allowances--Retail              36.7        24.0       17.2
        Tenant Allowances--Offices              1.2         6.1        4.3
        Capital Expenditures
        Recoverable from Tenants               12.9        11.4        8.0
        Other                                   3.6         3.5        4.8
        Total                                $330.9      $211.4     $102.9

<PAGE>
     Distributions

     The Company declared distributions on its common stock in 1997 aggregating
$2.01 per share. On January 23, 1998, the Company declared a distribution of
$0.5050 per share of common stock payable on February 20, 1998, to shareholders
of record on February 6, 1998. The current annual distribution rate is $2.02
per share of common stock. For federal income tax purposes, 35% of the 1997
common stock distributions and 64% of the 1996 common stock distributions
represented a return of capital. Future distributions will be determined based
on actual results of operations and cash available for distribution.

     Investing and Financing Activities

     Cash used in investing activities for the year ended December 31, 1997 of
$1,243.8 million is primarily the result of acquisitions of $980.4 million,
$305.2 million of capital expenditures, advances to the Management Company of
$18.4 million and other investing activities of $55.4 million, including $50.0
million for the purchase of Chelsea stock, partially offset by net
distributions from unconsolidated entities of $97.7 million and cash received
from the acquisition of RPT of $19.7 million. Cash paid for acquisitions
includes $745.5 million for the RPT acquisition and related transactions,
$108.0 million for Dadeland Mall, $66.3 million for West Town Mall and $60.6
million for the acquisition of The Fashion Mall at Keystone at the Crossing and
Keystone Shoppes. Capital expenditures includes development costs of $62.6
million, including $31.0 million at The Shops at Sunset Place, $11.3 million at
Muncie Plaza, $7.0 million at Cottonwood Mall and $11.2 million for the
acquisition of the land ($9.2 million) and other development costs ($2.0
million) at The Shops at North East Mall. Also included in capital expenditures
is renovation and expansion costs of approximately $191.6 million, including
$34.7 million, $15.6 million, $15.1 million, $12.2 million, and $10.6 million
for the phase II expansion of Forum Shops at Caesar's, Miami International
Mall, Northgate Mall, Charles Towne Square and Knoxville Center, respectively,
and tenant costs and other operational capital expenditures of approximately
$51.0 million. Net distributions from unconsolidated entities is primarily due
to reimbursements of $70.1 million and $38.8 million from Dadeland Mall and
West Town Mall, respectively, as a result of mortgages obtained on those
Properties during 1997.

     Cash received from financing activities for the year ended December 31,
1997 of $918.3 million includes net proceeds from the sales of the Company's
common stock and Series C preferred stock of $344.4 million and net borrowings
of $945.5 million, partially offset by distributions to shareholders and
limited partners of $350.4 million and $21.0 million for the retirement of a
contingent interest feature on four mortgage loans. Net borrowings were used
primarily to fund the acquisition of RPT and the related transactions ($757.0
million), other acquisitions ($180.0 million) and development and investment
activity.
<PAGE>
     EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION ("EBITDA")
     
     Management believes that there are several important factors that
contribute to the ability of the Operating Partnership to increase rent and
improve profitability of its shopping centers, including aggregate tenant sales
volume, sales per square foot, occupancy levels and tenant costs. Each of these
factors has a significant effect on EBITDA. Management believes that EBITDA is
an effective measure of shopping center operating performance because: (i) it
is industry practice to evaluate real estate properties based on operating
income before interest, taxes, depreciation and amortization, which is
generally equivalent to EBITDA; and (ii) EBITDA is unaffected by the debt and
equity structure of the property owner. EBITDA: (i) does not represent cash
flow from operations as defined by generally accepted accounting principles;
(ii) should not be considered as an alternative to net income as a measure of
the Company's operating performance; (iii) is not indicative of cash flows from
operating, investing and financing activities; and (iv) is not an alternative
to cash flows as a measure of the Company's liquidity.

     Total EBITDA for the Properties increased from $346.7 million in 1993 to
$940.0 million in 1997, representing a compound annual growth rate of 28.2%. Of
this growth, $336.8 million, or 56.8%, is a result of the DRC Merger and $34.5
million or 5.8% is a result of the RPT acquisition. The remaining growth in
total EBITDA reflects the addition of GLA to the Portfolio Properties through
property acquisitions, developments and expansions, increased rental rates,
increased tenant sales, improved occupancy levels and effective control of
operating costs. During this period, the operating profit margin increased from
58.6% to 64.4%. This improvement is also primarily attributable to aggressive
leasing of new and existing space and effective control of operating costs.
     The following summarizes total EBITDA for the Portfolio Properties and the
operating profit margin of such properties, which is equal to total EBITDA
expressed as a percentage of total revenue:

                                For the Year Ended December 31,
                                1997       1996      1995      1994       1993
                                                (in thousands)
EBITDA of consolidated                                                          
Properties                     $677,930   $467,292  $343,875  $290,243  $244,397
EBITDA of unconsolidated                                                        
Properties                      262,098    148,030    93,673    96,592   102,282
Total EBITDA of Portfolio                                                       
Properties (1)                 $940,028   $615,322  $437,548  $386,835  $346,679
EBITDA after minority                                                           
interest (2)                   $746,842   $497,215  $357,158  $307,372  $256,169
Increase in total EBITDA                                                        
from prior period                 52.8%      40.6%     13.1%     11.6%      9.5%
Increase in EBITDA after                                                        
minority interest from                                                          
prior period                      50.2%      39.2%     16.2%     20.0%     12.4%
Operating profit margin of                                                      
the Portfolio Properties                                                        
                                  64.4%  62.5% (3)     63.1%     61.9%     58.6%

    (1) On a pro forma basis, assuming the DRC Merger and the RPT acquisition
      and related transactions had occurred on January 1, 1996, EBITDA would
      be $1,019 million and $911 million in 1997 and 1996, respectively,
      representing an 11.8% growth.
    
    (2) EBITDA after minority interest represents earnings before interest,
      taxes, depreciation and amortization for all Properties after
      distribution to the third-party joint ventures' partners.
    
    (3) The 1996 operating profit margin, excluding the $7.2 million merger
      integration costs, is 63.2%.

<PAGE>

     FUNDS FROM OPERATIONS ("FFO")

     FFO, as defined by NAREIT, means the consolidated net income of the
Operating Partnership and its subsidiaries without giving effect to real estate
related depreciation and amortization, gains or losses from extraordinary
items, gains or losses on sales of real estate, gains or losses on investments
in marketable securities and any provision/benefit for income taxes for such
period, plus the allocable portion, based on the Operating Partnership's
ownership interest, of funds from operations of unconsolidated joint ventures,
all determined on a consistent basis in accordance with generally accepted
accounting principles. Management believes that FFO is an important and widely
used measure of the operating performance of REITs which provides a relevant
basis for comparison among REITs. FFO is presented to assist investors in
analyzing the performance of the Company. FFO: (i) does not represent cash flow
from operations as defined by generally accepted accounting principles; (ii)
should not be considered as an alternative to net income as a measure of the
Company's operating performance or to cash flows from operating, investing and
financing activities; and (iii) is not an alternative to cash flows as a
measure of the Company's liquidity. In March 1995, NAREIT modified its
definition of FFO. The modified definition provides that amortization of
deferred financing costs and depreciation of nonrental real estate assets are
no longer to be added back to net income in arriving at FFO. This modification
was adopted by the Company beginning in 1996. Additionally the FFO for prior
periods has been restated to reflect the modification in order to make the
amounts comparative. Under the previous definition, FFO for the year ended
December 31, 1995 was $208.3 million.

     The following summarizes FFO of the Operating Partnership and the Company
and reconciles income of the Operating Partnership before extraordinary items
to FFO for the periods presented:

                                        For the Year Ended December 31,
                                           1997        1996      1995
                                                  (in thousands)
FFO of the Operating Partnership           $415,128   $281,495   $197,909
                                          =========  =========  =========
Increase in FFO from prior period             47.5%      42.2%      18.0%
                                          =========  =========  =========
Reconciliation:                                                          
Income of the Operating Partnership                                     
before extraordinary items                $203,133   $134,663   $101,505
Plus:                                                                   
Depreciation and amortization from                                      
consolidated properties                    200,084    135,226     92,274
The Operating Partnership's share of                                    
depreciation and amortization and                                       
extraordinary items from                                                
unconsolidated affiliates                   46,760     20,159      6,466
Merger integration costs                        --      7,236         --
The Operating Partnership's share of                                    
(gains) or losses on sales of real                                      
estate                                        (20)       (88)      2,054
Less:                                                                   
Minority interest portion of                                            
depreciation, and amortization and                                      
extraordinary items                        (5,581)    (3,007)    (2,900)
Preferred dividends                       (29,248)   (12,694)    (1,490)
                                         ---------  ---------  ---------
FFO of the Operating Partnership          $415,128   $281,495   $197,909
                                         =========  =========  =========
FFO allocable to the Company              $258,049   $172,468   $118,376
                                         =========  =========  =========

     PORTFOLIO DATA

     Operating statistics give effect to the DRC Merger and are based upon the
business and properties of the Operating Partnership and DRC on a combined
basis for all periods presented. The purpose of this presentation is to provide
a more comparable set of statistics on the portfolio as a whole. The following
statistics exclude Charles Towne Square, Richmond Town Square and Mission Viejo
Mall, which are all undergoing extensive redevelopment. The value-oriented
super-regional mall category consists of Arizona Mills, Grapevine Mills and
Ontario Mills.

     Aggregate Tenant Sales Volume and Sales per Square Foot. From 1994 to
1997, total reported retail sales at mall and freestanding GLA owned by the
Operating Partnership ("Owned GLA") in the regional malls and value-oriented
super-regional malls, and all reporting tenants at community shopping centers
<PAGE>
increased 25.3% from $7,611 million to $9,539 million, a compound annual growth
rate of 7.8%. Retail sales at Owned GLA affect revenue and profitability levels
because they determine the amount of minimum rent that can be charged, the
percentage rent realized, and the recoverable expenses (common area
maintenance, real estate taxes, etc.) the tenants can afford to pay.

     The following illustrates the total reported sales of tenants at Owned
GLA:

                                     Total Tenant         Annual
                                       Sales (in        Percentage
      Year Ended December 31,          millions)         Increase
     -------------------------      --------------    --------------
               1997                     $9,539            20.4%
               1996                       7,921            3.6
               1995                       7,649            0.5
               1994                       7,611            4.7
  
     Regional mall sales per square foot increased 8.8% in 1997 to $315 as
compared to $290 in 1996. In addition, sales per square foot of reporting
tenants operating for at least two consecutive years ("Comparable Sales")
increased from $298 to $318, or 6.7%, from 1996 to 1997. The Company believes
its strong sales growth in 1997 is the result of its aggressive retenanting
efforts and the redevelopment of many of the Properties. Sales per square foot
at the community shopping centers decreased in 1997 to $183 as compared to $187
in 1996. Sales statistics for value-oriented super-regional malls are not
provided as this category is comprised of new malls with insufficient history
to provide meaningful comparisons.

     Occupancy Levels. Occupancy levels for regional malls increased from 84.7%
at December 31, 1996, to 87.3% at December 31, 1997. Occupancy levels for value-
oriented super-regional malls was 93.8% at December 31, 1997. Occupancy levels
for community shopping centers decreased slightly, from 91.6% at December 31,
1996, to 91.3% at December 31, 1997. Owned GLA has increased 10.7 million
square feet from December 31, 1996, to December 31, 1997, primarily as a result
of the RPT acquisition, the acquisitions of Dadeland Mall, The Fashion Center
at Keystone at the Crossing, and Keystone Shoppes and the 1997 Property
openings.

                                           Occupancy Levels
                                                   
                          --------------------------------------------------
                                            Value-Oriented      Community
                              Regional         Regional          Shopping
       December 31,            Malls             Malls           Centers
       -------------        -----------     --------------     -----------
           1997                 87.3%            93.8%             91.3%
           1996                 84.7              N/A              91.6
           1995                 85.5              N/A              93.6
           1994                 85.6              N/A              93.9

     Tenant Occupancy Costs. Tenant occupancy costs as a percentage of sales
increased slightly from 11.4% in 1996 to 11.5% in 1997 in the regional mall
portfolio, excluding the SCA Properties. A tenant's ability to pay rent is
affected by the percentage of its sales represented by occupancy costs, which
consist of rent and expense recoveries. As sales levels increase, if expenses
subject to recovery are controlled, the tenant can pay higher rent. Management
believes the Operating Partnership is one of the lowest-cost providers of
retail space, which has permitted the rents in both regional malls and
community shopping centers to increase without raising a tenant's total
occupancy cost beyond its ability to pay. Management believes continuing
efforts to increase sales while controlling property operating expenses will
continue the trend of increasing rents at the Properties.

     Average Base Rents. Average base rents per square foot of mall and
freestanding Owned GLA at regional malls increased 28.7%, from $18.37 in 1994
to $23.65 in 1997. Average base rents per square foot of Owned GLA at value-
oriented super-regional malls was $16.20 in 1997. In community shopping
centers, average base rents of Owned GLA increased 4.5%, from $7.12 in 1994 to
$7.44 in 1997.
<PAGE>
     The following highlights this trend:

                                Average Base Rent per Square Foot             

                       Mall and Freestanding Stores at:                 
                     -------------------------------------
                                         Value-                          
                                        Oriented           Community
     Year Ended      Regional      %    Regional      %    Shopping      %
    December 31,       Malls    Change    Malls    Change   Centers   Change
   --------------    --------   ------- ---------  ------- ---------  -------
        1997           $23.65    14.4%   $16.20      N/A     $7.44     (2.7%)
        1996            20.68     7.8      N/A       N/A      7.65      4.9
        1995            19.18     4.4      N/A       N/A      7.29      2.4
        1994            18.37     3.8      N/A       N/A      7.12      N/A

     INFLATION

     Inflation has remained relatively low during the past four years and has
had a minimal impact on the operating performance of the Properties.
Nonetheless, substantially all of the tenants' leases contain provisions
designed to lessen the impact of inflation. Such provisions include clauses
enabling the Operating Partnership to receive percentage rentals based on
tenants' gross sales, which generally increase as prices rise, and/or
escalation clauses, which generally increase rental rates during the terms of
the leases. In addition, many of the leases are for terms of less than ten
years, which may enable the Operating Partnership to replace existing leases
with new leases at higher base and/or percentage rentals if rents of the
existing leases are below the then-existing market rate. Substantially all of
the leases, other than those for anchors, require the tenants to pay a
proportionate share of operating expenses, including common area maintenance,
real estate taxes and insurance, thereby reducing the Operating Partnership's
exposure to increases in costs and operating expenses resulting from inflation.

     However, inflation may have a negative impact on some of the Operating
Partnership's other operating items. 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 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.

     YEAR 2000 COSTS

     Management continues to assess the impact of the year 2000 Issue on its
reporting systems and operations. The Year 2000 Issue exists because many
computer systems and applications abbreviate dates by eliminating the first two
digits of the year, assuming that these two digits would always be "19". Unless
corrected, this shortcut would cause problems when the century date occurs. On
that date, some computer programs may misinterpret the date January 1, 2000 as
January 1, 1900. This could cause systems to incorrectly process critical
financial and operational information, or stop processing altogether.

     To help facilitate the Operating Partnership's continued growth,
substantially all of the computer systems and applications in use in its home
office in Indianapolis have been, or are in the process of being,
upgraded and modified. The Operating Partnership is of the opinion that, in
connection with those upgrades and modifications, it has addressed applicable
Year 2000 Issues as they might affect the computer systems and applications
located in its home office. The Operating Partnership continues to evaluate
what effect, if any the Year 2000 Issue might have at its portfolio properties.
The Operating Partnership anticipates that the process of reviewing this issue
at the portfolio properties and the implementation of solutions to any Year 2000
Issue which it may discover will require the expenditure of sums which the
Operating Partnership does not expect to be material. Management expects to have
all systems appropriately modified before any significant processing
malfunctions could occur and does not expect the Year 2000 Issue will materially
impact the financial condition or operations of the Operating Partnership.

     DEFINITIVE MERGER AGREEMENT

     On February 19, 1998, the Company and Corporate Property Investors ("CPI")
signed a definitive agreement to merge the two companies. The merger is
expected to be completed in the third quarter of 1998 and is subject to
approval by the shareholders of the Company as well as customary regulatory and
other conditions. A majority of the CPI shareholders have already approved the
transaction. Under the terms of the agreement, the shareholders of CPI will
receive, in a reverse triangular merger, consideration valued at $179 for each
share of CPI common stock held consisting of $90 in cash, $70 in the Company's
common stock and $19 worth of 6.5% convertible preferred stock. The common
stock component of the consideration is based upon a fixed exchange ratio using
the Company's February 18, 1998 closing price of $33 5/8 per share, and is
subject to a 15% symmetrical collar based upon the price of the Company's
<PAGE>
common stock determined at closing. In the event the Company's common stock
price at closing is outside the parameters of the collar, an adjustment will be
made in the cash component of consideration. The total purchase price,
including indebtedness which would be assumed, is estimated at $5.8 billion.

     SEASONALITY

     The shopping center industry is seasonal in nature, particularly in the
fourth quarter during the holiday season, when tenant occupancy and retail
sales are typically at their highest levels. In addition, shopping malls
achieve most of their temporary tenant rents during the holiday season. As a
result of the above, earnings are generally highest in the fourth quarter of
each year.

ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

   Reference is made to Item 7 of this Form 10-K under the caption "Liquidity
   and Capital Resources".

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   Reference is made to the Index to Financial Statements contained in Item 14.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
  
       None.
<PAGE>


                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this item is incorporated herein by reference
to the Company's definitive Proxy Statement for its annual meeting of
shareholders to be filed with the Commission pursuant to Regulation 14A 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 definitive Proxy Statement for its annual meeting of
shareholders to be filed with the Commission pursuant to Regulation 14A.

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 definitive Proxy Statement for its annual meeting of
shareholders to be filed with the Commission pursuant to Regulation 14A.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item is incorporated herein by reference
to the Company's definitive Proxy Statement for its annual meeting of
shareholders to be filed with the Commission pursuant to Regulation 14A.
<PAGE>                                       
                                    PART IV


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

       Reports on Form 8-K

       Four Forms 8-K were filed during the fourth quarter ended
       December 31, 1997.
       
       On October 14, 1997. Under Item 5 - Other Events, the
       Company reported that its primary operating partnership and
       subsidiary, Simon DeBartolo Group, L.P., had completed its
       cash tender offer to purchase all of the outstanding
       beneficial interests in The Retail Property Trust. In
       addition, under Item 7 - Financial Statements and Exhibits,
       the Company included, as an exhibit, a press release which
       outlined additional information regarding the offer.
       
       On November 21, 1997. Under Item 5 - Other Events, the
       Company reported that it made available additional
       ownership and operational information concerning the
       Company, Simon DeBartolo Group, L.P. and the properties
       owned or managed as of September 30, 1997, in the form of a
       Supplemental Information package. A copy of the package was
       included as an exhibit to the 8-K filing.
       
       On November 24, 1997. Under Item 5 - Other Events, the
       Company announced the sale of 310,000 shares of its common
       stock to an institutional investor for $33.125 per share.
       In addition, under Item 7 - Financial Statements and
       Exhibits, the Company made available, in the form of
       exhibits, certain documents relating to the sale.
       
       On December 23, 1997. Under Item 5 - Other Events, the
       Company announced the sale of 301,887 shares of its common
       stock to Legg Mason Wood Walker, Incorporated for $31.6344
       per share. In addition, under Item 7 - Financial Statements
       and Exhibits, the Company made available, in the form of
       exhibits, certain documents relating to the sale.
       
<PAGE>
            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Directors of
Simon DeBartolo Group, Inc.:

We have audited the accompanying consolidated balance sheets of SIMON DeBARTOLO
GROUP, INC. (a Maryland corporation) and subsidiaries as of December 31, 1997
and 1996, and the related consolidated statements of operations, shareholders'
equity and cash flows for each of the three years in the period ended December
31, 1997. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Simon DeBartolo
Group, Inc. and subsidiaries as of December 31, 1997 and 1996, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles.



                                                  /s/ ARTHUR ANDERSEN LLP
                                                  ARTHUR ANDERSEN LLP
Indianapolis, Indiana
February 17, 1998
<TABLE>
Balance Sheets
 Simon DeBartolo Group, Inc. Consolidated

(Dollars in thousands, except per share amounts)
<CAPTION>
                                                                    December 31,  December 31,
                                                                         1997         1996
                                                                     -----------   -----------
<S>                                                                   <C>           <C>
ASSETS:                                                                                            
  Investment properties, at cost                                      $6,867,354    $5,301,021
    Less - accumulated depreciation                                      461,792       279,072
                                                                     -----------   -----------
                                                                       6,405,562     5,021,949
  Cash and cash equivalents                                              109,699        64,309
  Restricted cash                                                          8,553         6,110
  Tenant receivables and accrued revenue, net                            188,359       166,119
  Notes and advances receivable from Management Company                                            
      and affiliate                                                       93,809        75,452
  Investment in partnerships and joint ventures, at equity               612,140       394,409
  Investment in Management Company and affiliates                          3,192             -
  Other investment                                                        53,785             -
  Deferred costs and other assets                                        164,413       138,492
  Minority interest                                                       23,155        29,070
                                                                     -----------   -----------
       Total assets                                                   $7,662,667    $5,895,910
                                                                     ===========   ===========
LIABILITIES:                                                                                       
  Mortgages and other indebtedness                                    $5,077,990    $3,681,984
  Accounts payable and accrued expenses                                  245,121       170,203
  Cash distributions and losses in partnerships and joint                                          
      ventures, at equity                                                 20,563        17,106
  Investment in Management Company and affiliates                              -         8,567
  Other liabilities                                                       67,694        72,876
                                                                     -----------   -----------
       Total liabilities                                               5,411,368     3,950,736
                                                                     -----------   -----------
                                                                                              
COMMITMENTS AND CONTINGENCIES (Note 13)                                                            
                                                                                              
LIMITED PARTNERS' INTEREST IN THE OPERATING PARTNERSHIP                  694,437       640,283
                                                                                              
SHAREHOLDERS' EQUITY:                                                                              
                                                                                              
  Series A convertible preferred stock, 0 and 4,000,000 shares                                     
      issued and outstanding, respectively                                     -        99,923
                                                                                              
  Series B cumulative redeemable preferred stock, 9,200,000 shares                                 
      authorized, 8,000,000 issued and outstanding                       192,989       192,989
                                                                                              
  Series C cumulative redeemable preferred stock, 3,000,000 and 0,                                 
      shares authorized issued and outstanding, respectively             146,072             -
                                                                                              
  Common stock, $.0001 par value, 375,796,000 and 374,796,000,                                     
      shares authorized and 106,439,001 and 93,676,415 issued and                                  
      outstanding, respectively                                               10             9
                                                                                              
  Class B common stock, $.0001 par value, 12,000,000 shares                                        
      authorized, 3,200,000issued and outstanding                              1             1
                                                                                              
  Class C common stock, $.0001 par value, 4,000 shares authorized,                                 
      issued and outstanding                                                   -             -
                                                                                              
  Capital in excess of par value                                       1,491,908     1,189,919
  Accumulated deficit                                                  (263,308)     (172,596)
  Unrealized gain on long-term investment                                  2,420             -
  Unamortized restricted stock award                                    (13,230)       (5,354)
                                                                    ------------  ------------
       Total shareholders' equity                                      1,556,862     1,304,891
                                                                    ------------  ------------
       Total liabilities, limited partners' interest and                                           
           shareholders' equity                                       $7,662,667    $5,895,910
                                                                    ============  ============

                                                                                              
                                                                                              
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
Statements of Operations
 Simon DeBartolo Group, Inc. Consolidated

(Dollars in thousands, except per share amounts)
                                                                             
<CAPTION>
                                                                             
                                                   For the Year Ended December 31,
                                                    1997        1996       1995
<S>                                              <C>          <C>        <C>
REVENUE:                                                                         
  Minimum rent                                    $641,352    $438,089   $307,857
  Overage rent                                      38,810      30,810     23,278
  Tenant reimbursements                            322,416     233,974    192,994
  Other income                                      51,589      44,831     29,528
                                                 ---------   ---------   --------
       Total revenue                             1,054,167     747,704    553,657
                                                 ---------   ---------   --------
                                                                                 
EXPENSES:                                                                        
  Property operating                               176,846     129,094     96,851
  Depreciation and amortization                    200,900     135,780     92,739
  Real estate taxes                                 98,830      69,173     53,941
  Repairs and maintenance                           43,000      31,779     24,614
  Advertising and promotion                         32,891      24,756     18,888
  Merger integration costs                               0       7,236          0
  Provision for credit losses                        5,992       3,460      2,858
  Other                                             18,678      14,914     12,630
                                                 ---------   ---------   ---------
       Total operating expenses                    577,137     416,192    302,521
                                                 ---------   ---------   ---------
                                                                                 
OPERATING INCOME                                   477,030     331,512    251,136
                                                                                 
INTEREST EXPENSE                                   287,823     202,182    150,224
                                                 ---------   ---------   ---------
INCOME BEFORE MINORITY INTEREST                    189,207     129,330    100,912
                                                                                 
MINORITY INTEREST                                  (5,270)     (4,300)    (2,681)
GAINS ON SALES OF ASSETS, NET                           20          88      1,871
                                                 ---------   ---------   ---------
INCOME BEFORE UNCONSOLIDATED ENTITIES              183,957     125,118    100,102
                                                                                 
INCOME FROM UNCONSOLIDATED ENTITIES                 19,176       9,545      1,403
                                                 ---------   ---------   ---------
INCOME BEFORE EXTRAORDINARY ITEMS                  203,133     134,663    101,505
                                                                                 
EXTRAORDINARY ITEMS                                     58     (3,521)    (3,285)
                                                 ---------   ---------   ---------
INCOME OF THE OPERATING PARTNERSHIP                203,191     131,142     98,220
                                                                                 
LESS--LIMITED PARTNERS' INTEREST IN                                              
    THE OPERATING PARTNERSHIP                       65,954      45,887     38,949
                                                 ---------   ---------   ---------
                                                                                 
NET INCOME                                         137,237      85,255     59,271
                                                                                 
PREFERRED DIVIDENDS                               (29,248)    (12,694)    (1,490)
                                                 ---------   ---------   ---------
                                                                                 
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS       $107,989     $72,561    $57,781
                                                 =========   =========   =========
                                                                                 
BASIC EARNINGS PER COMMON SHARE:                                                 
  Income before extraordinary items                  $1.08       $1.02      $1.08
  Extraordinary items                                 0.00      (0.03)     (0.04)
                                                 ---------   ---------   ---------
  Net income                                         $1.08       $0.99      $1.04
                                                 =========   =========   =========
                                                                                 
DILUTED EARNINGS PER COMMON SHARE:                                               
  Income before extraordinary items                  $1.08       $1.01      $1.08
  Extraordinary items                                 0.00      (0.03)     (0.04)
                                                 ---------   ---------   ---------
  Net income                                         $1.08       $0.98      $1.04
                                                 =========   =========   =========
                                                                          
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
Statements of Shareholders' Equity
 Simon DeBartolo Group, Inc. Consolidated

 (Dollars in thousands)
                           
<CAPTION>
                                                           All                                Unrealized                    
                                                       Classes of   Capital in                 Gain on    Unamortized     Total
                                            Preferred    Common      Excess of   Accumulated  Long-Term   Restricted  Shareholders'
                                              Stock       Stock      Par Value     Deficit    Investment  Stock Award    Equity
                                           ----------- -----------  -----------  -----------  ----------- -----------  ------------
                                                                                                                      

<S>                                        <C>         <C>          <C>          <C>          <C>         <C>          <C>  
Balance at December 31, 1994                        $-          $6     $135,565    ($78,264)           $-          $-       $57,307
                                                                                                                                    
 Stock options exercised (6,876 shares)                                     164                                                 164
 Common stock issued, net                                                                                                           
   of issuance costs (9,797,563 shares)                          1      221,416                         -                   221,417
 Series A Preferred stock issued, net of                                                                                            
   issuance costs (4,000,000 shares)            99,923                                                                       99,923
 Stock incentive program (143,311 shares)                                 3,608                               (3,605)             3
 Amortization of stock incentive                                                                                  918           918
 Transfer out of limited partners' interest                                                                                        
    in the Operating Partnership                                       (94,035)                                            (94,035)
 Net income                                                                           59,271                                 59,271
 Distributions                                                                     (112,022)                              (112,022)
                                           ----------- -----------  -----------  -----------  ----------- -----------  ------------
Balance at December 31, 1995                    99,923           7      266,718    (131,015)            -     (2,687)       232,946
                                                                                                                                    
 Stock options exercised (372,151 shares)                                 8,677                                               8,677
 Common stock issued in connection                                                                                                 
   with DRC Merger (37,873,965 shares)                           3      922,276                                             922,279
 Class C Common stock issued in                                                                                                    
   connection with DRC Merger (4,000 shares)                                100                                                 100
 Common stock issued in connection with                                                                                            
   severance program (70,074 shares)                                      1,841                                               1,841
 Series B Preferred stock issued, net of                                                                                           
   issuance costs (8,000,000 shares)           192,989                                                                      192,989
 Stock incentive program (200,030 shares)                                 4,751                               (4,751)             -
   Amortization of stock incentive                                                                              2,084         2,084
 Transfer out of limited partners' interest                                                                                        
    in the Operating Partnership                                       (14,382)                                            (14,382)
 Net income                                                                           85,255                                 85,255
 Distributions                                                                     (126,836)                              (126,836)
 Other                                                                     (62)                                                (62)
                                           ----------- -----------  -----------  -----------  ----------- -----------  ------------
Balance at December 31, 1996                   292,912          10    1,189,919    (172,596)            -     (5,354)     1,304,891
                                                                                                                            
 Common stock issued to the public                                                                                    
   (5,858,887 shares)                                            1      190,026                                             190,027
 Common stock issued in connection                                                                                                 
   with acquisitions (2,193,037 shares)                                  70,000                                              70,000
 Stock options exercised (369,902 shares)                                 8,625                                               8,625
 Other common stock issued(82,484 shares)                                 2,268                                               2,268
 Stock incentive program (448,753 shares)                                14,016                              (13,262)           754
 Amortization of stock incentive                                                                                5,386         5,386
 Series C Preferred stock issued                                                                                                   
   (3,000,000 shares)                          146,072                                                                      146,072
 Conversion of Series A Preferred stock                                                                                            
   into 3,809,523 shares of common stock      (99,923)                   99,923                                                   -
 Transfer out of limited partners' interest                                                                                        
   in the Operating Partnership                                        (82,869)                                            (82,869)
 Unrealized gain on long-term investment                                                            2,420                     2,420
 Net income                                                                          137,237                                137,237
 Distributions                                                                     (227,949)                              (227,949)
                                           ----------- -----------  -----------  -----------  ----------- -----------  ------------
Balance at December 31, 1997                  $339,061         $11   $1,491,908   ($263,308)       $2,420   ($13,230)    $1,556,862
                                           =========== ===========  ===========  ===========  =========== ===========  ============
                                                                        
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
Statements of Cash Flows
 Simon DeBartolo Group, Inc. Consolidated

 (Dollars in thousands)

<CAPTION>
                                                                                                  
                                                                     For the Year Ended December 31,
                                                                     1997          1996         1995
                                                                 -----------   -----------  -----------
<S>                                                              <C>            <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                                                              
  Net income                                                       $137,237      $85,255      $59,271
    Adjustments to reconcile net income to net cash                                                     
     provided by operating activities_                                                                  
      Depreciation and amortization                                 208,539      143,582      101,262
      Extraordinary items                                               (58)       3,521        3,285
      Gains on sales of assets, net                                     (20)         (88)      (1,871)
      Limited partners' interest in Operating Partnership            65,954       45,887       38,949
      Straight-line rent                                             (9,769)      (3,502)      (1,126)
      Minority interest                                               5,270        4,300        2,681
      Equity in income of unconsolidated entities                   (19,176)      (9,545)      (1,403)
    Changes in assets and liabilities_                                                                
      Tenant receivables and accrued revenue                        (23,284)      (6,422)       5,502
      Deferred costs and other assets                               (30,203)     (12,756)     (14,290)
      Accounts payable, accrued expenses and other                                                      
        liabilities                                                  36,417      (13,768)       2,076
                                                                  -----------  -----------  -----------
  Net cash provided by operating activities                         370,907      236,464      194,336
                                                                  -----------  -----------  -----------
                                                                                                  
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                   
  Acquisitions                                                     (980,427)     (56,069)     (88,272)
  Capital expenditures                                             (305,178)    (195,833)     (98,220)
  Cash from DRC Merger, acquisitions and consolidation                                                  
    of joint ventures, net                                           19,744       37,053        4,346
  Change in restricted cash                                          (2,443)       1,474            0
  Proceeds from sale of assets                                          599          399        2,550
  Investments in unconsolidated entities                            (47,204)     (62,096)     (22,180)
  Distributions from unconsolidated entities                        144,862       36,786        6,214
  Investments in and advances (to)/from Management                                                      
    Company                                                         (18,357)      38,544      (27,117)
  Other investing activities                                        (55,400)           0            0
                                                                  -----------  ----------- ------------
Net cash used in investing activities                            (1,243,804)    (199,742)    (222,679)
                                                                 ------------  ----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                   
  Proceeds from sales of common and preferred                                                           
    stock, net                                                      344,438      201,704      242,377
  Minority interest distributions, net                                 (219)      (5,115)      (3,680)
  Distributions to shareholders                                    (227,949)    (166,640)    (104,785)
  Distributions to limited partners                                (122,442)     (90,763)     (72,941)
  Mortgage and other note proceeds, net of                                                              
     transaction costs                                            2,976,222    1,293,582      456,520
  Mortgage and other note principal payments                     (2,030,763)  (1,267,902)    (531,566)
  Other refinancing transaction                                     (21,000)           0            0
                                                                 ------------  -----------  -----------
  Net cash provided by (used in) financing activities               918,287      (35,134)     (14,075)
                                                                 ------------  -----------  -----------
                                                                                                        
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                      45,390       1,588      (42,418)
                                                                                                  
CASH AND CASH EQUIVALENTS, beginning of period                        64,309      62,721      105,139
                                                                 ------------  -----------  -----------
CASH AND CASH EQUIVALENTS, end of period                            $109,699     $64,309      $62,721
                                                                 ============  ===========  ===========
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>

                          SIMON DEBARTOLO GROUP, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                       
               (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


1. ORGANIZATION

     Simon DeBartolo Group, Inc. (the "Company"), formerly known as Simon
Property Group, Inc., is a self-administered and self-managed real estate
investment trust ("REIT") under the Internal Revenue Code of 1986, as amended
(the "Code"). On August 9, 1996, the Company acquired the national shopping
center business of DeBartolo Realty Corporation ("DRC"), The Edward J.
DeBartolo Corporation and their affiliates as the result of the DRC Merger.
(see Note 3)

     Simon DeBartolo Group, L.P. ("the Operating Partnership") is a subsidiary
partnership of the Company. The Company, through the Operating Partnership, is
engaged primarily in the ownership, operation, management, leasing,
acquisition, expansion and development of real estate properties, primarily
regional malls and community shopping centers. On December 31, 1997, Simon
Property Group, L.P., a Delaware limited partnership ("SPG, LP"), merged (the
"Partnership Merger") into the Operating Partnership. Prior to the Partnership
Merger, the Operating Partnership and the Company held all of the partnership
interests of SPG, LP, which held interests in certain of the Portfolio
Properties (as defined below). As a result of the Partnership Merger, the
Operating Partnership now directly or indirectly owns or holds interests in all
of the Portfolio Properties and directly holds substantially all of the
economic interest in the Management Company (described below).

     As of December 31, 1997, the Operating Partnership owns or holds an
interest in 202 income-producing properties, which consist of 120 regional
malls, 72 community shopping centers, three specialty retail centers, four
mixed-use properties and three value-oriented super-regional malls in 33 states
(the "Properties"). The Operating Partnership also owns interests in one
specialty retail center and two community centers currently under construction
and nine parcels of land held for future development (collectively, the
"Development Properties", and together with the Properties, the "Portfolio
Properties"). At December 31, 1997 and 1996, the Company's ownership interest
in the Operating Partnership was 63.9% and 61.4%, respectively. The Operating
Partnership also holds substantially all of the economic interest in M.S.
Management Associates, Inc. (the "Management Company"). See Note 7 for a
description of the activities of the Management Company.

     The Operating Partnership is subject to risks incidental to the ownership
and operation of commercial real estate. These include, among others, the risks
normally associated with changes in the general economic climate, trends in the
retail industry, creditworthiness of tenants, competition for tenants, changes
in tax laws, interest rate levels, the availability of financing, and potential
liability under environmental and other laws. Like most retail properties, the
Operating Partnership's regional malls and community shopping centers rely
heavily upon anchor tenants. As of December 31, 1997, 248 of the approximately
715 anchor stores in the Properties were occupied by three retailers. An
affiliate of one of these retailers is a limited partner in the Operating
Partnership and  the Chief Operating Officer of another of these retailers is a
director of the Company.

2. BASIS OF PRESENTATION

     The accompanying consolidated financial statements of the Company include
all accounts of the Company, its wholly-owned qualified REIT subsidiaries and
its majority-owned subsidiary, the Operating Partnership. All significant
intercompany amounts have been eliminated. The accompanying consolidated
financial statements have been prepared in accordance with generally accepted
accounting principles, which requires management to make estimates and
assumptions that affect the reported amounts of the Company's assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and revenues and expenses during the reported periods.
Actual results could differ from these estimates.

     Properties which are wholly-owned ("Wholly-Owned Properties") or owned
less than 100% and are controlled by the Operating Partnership ("Minority
Interest Properties") are accounted for using the consolidated method of
accounting. Control is demonstrated by the ability of the general partner to
manage day-to-day operations, refinance debt and sell the assets of the
partnership without the consent of the limited partner and the inability of the
limited partner to replace the general partner. Investments in partnerships and
joint ventures which represent noncontrolling 14.7% to 50.0% ownership
interests ("Joint Venture Properties") and the investment in the Management
<PAGE>
Company (see Note 7) are accounted for using the equity method of accounting.
These investments are recorded initially at cost and subsequently adjusted for
net equity in income (loss) and cash contributions and distributions.

     Net operating results of the Operating Partnership are allocated after
preferred distributions (see Note 11), based on its partners' ownership
interests. The Company's weighted average ownership interest in the Operating
Partnership during 1997, 1996 and 1995 was 62.1%, 61.2% and 60.3%,
respectively. At December 31, 1997 and 1996, the Company's ownership interest
was 63.9% and 61.4%, respectively.

     The deficit minority interest balance in the accompanying Consolidated
Balance Sheets represents outside partners' interests in the net equity of
certain Properties. Deficit minority interests were recorded when a partnership
agreement provided for the settlement of deficit capital accounts before
distributing the proceeds from the sale of partnership assets and/or from the
intent (legal or otherwise) and ability of the partner to fund additional
capital contributions.

3. THE DRC MERGER AND REAL ESTATE ACQUISITIONS AND DEVELOPMENTS

          THE DRC MERGER

     On August 9, 1996, the Company acquired the national shopping center
business of DRC for an aggregate value of $3.0 billion (the "DRC Merger"). The
acquired portfolio consisted of 49 regional malls, 11 community centers and 1
mixed-use Property. These Properties included 47,052,267 square feet of retail
space gross leasable area ("GLA") and 558,636 of office GLA. Pursuant to the
DRC Merger, the Company acquired all the outstanding common stock of DRC
(55,712,529 shares), at an exchange ratio of 0.68 shares of the Company's
common stock for each share of DRC common stock (the "Exchange Ratio"). A total
of 37,873,965 shares of the Company's common stock was issued by the Company,
to the DRC shareholders. DRC and the acquisition subsidiary merged. DRC became
a 99.9% subsidiary of the Company and changed its name to SD Property Group,
Inc. This portion of the transaction was valued at approximately $923,179,
based upon the number of DRC shares of common stock acquired (55,712,529
shares), the Exchange Ratio and the last reported sales price of the Company's
common stock on August 9, 1996 ($24.375). In connection therewith, the Company
changed its name to Simon DeBartolo Group, Inc.

     In connection with the DRC Merger, the general and limited partners of
SPG, LP contributed 49.5% (47,442,212 units of partnership interest) of the
total outstanding units of partnership interest ("Units") in SPG, LP to the
operating partnership of DRC, DeBartolo Realty Partnership, L.P. ("DRP, LP") in
exchange for 47,442,212 Units of partnership interest in DRP, LP, whose name
was changed to Simon DeBartolo Group, L.P. ("SDG, LP"). The Company retained a
50.5% partnership interest (48,400,641 Units) in SPG, LP but assigned its
rights to receive distributions of profits on 49.5% (47,442,212 Units) of the
outstanding Units of partnership interest in SPG, LP to SDG, LP. The limited
partners of DRP, LP approved the contribution made by the partners of SPG, LP
and simultaneously exchanged their 38.0% (34,203,623 Units) partnership
interest in DRP, LP, adjusted for the Exchange Ratio, for a smaller partnership
interest in SDG, LP. The exchange of the limited partners' 38.0% partnership
interest in DRP, LP for Units of SDG, LP has been accounted for as an
acquisition of minority interest by the Company and is valued based on the
estimated fair value of the consideration issued (approximately $566,900). The
Units of SDG, LP may under certain circumstances be exchangeable for common
stock of the Company on a one-for-one basis. Therefore, the value of the
acquisition of the DRP, LP limited partners' interest acquired was based upon
the number of DRP, LP Units exchanged (34,203,623), the Exchange Ratio and the
last reported sales price per share of the Company's common stock on August 9,
1996 ($24.375). The limited partners of SPG, LP received a 23.7% partnership
interest in SDG, LP (37,282,628 Units) for the contribution of their 38.9%
partnership interest in SPG, LP (37,282,628 Units) to SDG, LP. The interests
transferred by the partners of SPG, LP to DRP, LP have been appropriately
reflected at historical costs.

     Upon completion of the DRC Merger, the Company became a general partner of
SDG, LP with 36.9% (57,605,796 Units) of the outstanding partnership Units in
SDG, LP and became the managing general partner of SPG, LP with 24.3%
(37,873,965 Units in SPG, LP) of the outstanding partnership Units in SPG, LP.
The Company remained the sole general partner of SPG, LP with 1% of the
outstanding partnership Units (958,429 Units) and 49.5% interest in the capital
of SPG, LP, and SDG, LP became a special limited partner in SPG, LP with 49.5%
(47,442,212 Units) of the outstanding partnership Units in SPG, LP and an
additional 49.5% interest in the profits of SPG, LP. SPG, LP did not acquire
any interest in SDG, LP. Upon completion of the DRC Merger, the Company
directly and indirectly owned a controlling 61.2% (95,479,761 Units)
partnership interest in SDG, LP.
<PAGE>

     For financial reporting purposes, the completion of the DRC Merger
resulted in a reverse acquisition by the Company, using the purchase method of
accounting, directly or indirectly, of 100% of the net assets of DRP, LP for
consideration valued at $1.5 billion, including related transaction costs. The
purchase price was allocated to the fair value of the assets and liabilities.
Final adjustments to the purchase price allocation were not completed until
1997, however no material changes were recorded in 1997.

     Although the Company was the accounting acquirer, SDG, LP (formerly DRP,
LP) became the primary operating partnership through which the business of the
Company is being conducted. As a result of the DRC Merger, the Company's
initial operating partnership, SPG, LP, became a subsidiary of SDG, LP with 99%
of the profits allocable to SDG, LP and 1% of the profits allocable to the
Company. Cash flow allocable to the Company's 1% profit interest in SDG, LP was
absorbed by public company costs and related expenses incurred by the Company.
However, because the Company was the accounting acquirer and, upon completion
of the DRC Merger, acquired majority control of SDG, LP; SPG, LP is the
predecessor to SDG, LP for financial reporting purposes. Accordingly, the
financial statements of SDG, LP for the post-Merger periods reflect the reverse
acquisition of DRP, LP by the Company and for all pre-Merger comparative
periods, the financial statements of SDG, LP reflect the financial statements
of SPG, LP as the predecessor to SDG, LP for financial reporting purposes.

     As described in Note 1, on December 31, 1997, SPG, LP merged into the
Operating Partnership and as a result, the Operating Partnership now directly
or indirectly owns or holds interests in all of the Portfolio Properties and
directly holds substantially all of the economic interest in the Management
Company.

          ACQUISITIONS

     On January 26, 1998, the Operating Partnership acquired a regional mall in
Pensacola, Florida for $87,283, which included Units valued at $55,523 and the
assumption of $28,935 of mortgage indebtedness.

     On September 29, 1997, the Operating Partnership completed its cash tender
offer for all of the outstanding shares of beneficial interests of The Retail
Property Trust ("RPT"). RPT owned 98.8% of Shopping Center Associates ("SCA"),
which owned or had interests in twelve regional malls and one community center,
comprising approximately twelve million square feet of GLA in eight states.
Following the completion of the tender offer, the SCA portfolio was
restructured. The Operating Partnership exchanged its 50% interests in two SCA
properties to a third party for similar interests in two other SCA properties,
in which it had 50% interests, with the result that SCA now owns interests in a
total of eleven properties. Effective November 30, 1997, the Operating
Partnership also acquired the remaining 50% ownership interest in another of
the SCA properties. In addition, an affiliate of the Operating Partnership
acquired the remaining 1.2% interest in SCA. At the completion of these
transactions, the Operating Partnership now owns 100% of ten of the eleven SCA
properties, and a noncontrolling 50% ownership interest in the remaining
property. The total cost for the acquisition of RPT and related transactions is
estimated at $1,300,000, which includes shares of common stock of the Company
valued at approximately $50,000, Units valued at approximately $25,300, the
assumption of $398,500 of consolidated indebtedness and the Operating
Partnership's pro rata share of joint venture indebtedness of $76,750. Final
adjustments to the purchase price allocation were not completed at December 31,
1997. While no material changes to the allocation are anticipated, changes will
be recorded in 1998.

     Also in 1997, the Operating Partnership acquired a 100% ownership interest
in the Fashion Mall at Keystone at the Crossing, along with an adjacent
community center, the remaining 30% ownership interest and management contract
of Virginia Center Commons, a noncontrolling 50% ownership of Dadeland Mall and
an additional noncontrolling 48% ownership interest of West Town Mall,
increasing its total ownership interest to 50%. The Operating Partnership paid
an aggregate purchase price of approximately $322,000 for these Properties,
which included Units valued at $1,100, common stock of the Company valued at
approximately $20,000 and the assumption of $64,772 of mortgage indebtedness,
with the remainder paid in cash.

     In 1996, the Operating Partnership acquired the remaining 50% ownership
interest in two regional malls at an aggregate purchase price of $113,100 plus
472,410 Units.
     
     During 1995, the Operating Partnership acquired the remaining ownership
interest in two regional malls, an additional controlling 50% interest in a
third mall and a controlling 75% ownership interest in a joint venture
redevelopment project. The aggregate purchase price for the regional mall
interests acquired included $18,500; 2,142,247 Units; and the assumption of
$41,250 of mortgage indebtedness. The 75% interest in the redevelopment project
was acquired for $11,406.

<PAGE>
          DEVELOPMENTS

     During 1997, the Operating Partnership opened four new Joint Venture
Properties at an aggregate cost of approximately $550,000 (of which the
Operating Partnership's share was approximately $206,000): Indian River
Commons, an approximately 265,000 square-foot community center, which is
immediately adjacent to an existing regional mall Property, opened in March of
1997; The Source, an approximately 730,000 square-foot regional mall opened in
September; Grapevine Mills, a 1.5 million square-foot value-oriented super-
regional mall, opened in October; and Arizona Mills, a 1.2 million square-foot
value-oriented super-regional mall, opened in November.

     During 1996, the Operating Partnership opened one new approximately
$75,000 Wholly-Owned Property and three Joint Venture Properties at an
aggregate cost of approximately $250,000 (of which the Operating Partnership's
share was approximately $83,000): Cottonwood Mall, an approximately 750,000
square-foot wholly-owned regional mall opened in July; Ontario Mills, an
approximately 1.3 million square-foot value oriented super-regional mall,
opened in November; Indian River Mall, an approximately 750,000 square-foot
regional mall, also opened in November; and The Tower Shops, an approximately
60,000 square-foot specialty retail center, opened in November as well.

     The Operating Partnership also opened three new Joint Venture Properties
during 1995 at an aggregate cost of approximately $370,000 (of which the
Operating Partnership's share was approximately $133,000): Circle Centre, an
approximately 800,000 square-foot regional mall, opened in September; Seminole
Towne Center, an approximately 1.1 million square-foot regional mall, also
opened in September; and Lakeline Mall, an approximately 1.1 million square-
foot regional mall, opened in October.

          PRO FORMA

     The following unaudited pro forma summary financial information combines
the consolidated results of operations of the Company as if the DRC Merger and
the RPT acquisition had occurred as of January 1, 1996, and were carried
forward through December 31, 1997. Preparation of the pro forma summary
information was based upon assumptions deemed appropriate by the Company. The
pro forma summary information is not necessarily indicative of the results
which actually would have occurred if the DRC Merger and the RPT acquisition
had been consummated at January 1, 1996, nor does it purport to represent the
future financial position and results of operations for future periods.

                                                 YEAR ENDED DECEMBER 31,
                                                 ------------------------
                                                     1997         1996    
                                                 -----------  ----------- 
Revenue                                           $1,172,082   $1,099,903  
Net income of the Operating Partnership              195,372      154,229  
Net income available to holders of common stock      103,118       86,845
Net income per share                                   $1.02        $0.89  
Net income per share - assuming dilution               $1.02        $0.89  
Weighted average number of shares of common                                
stock outstanding                                101,353,723   97,991,599
Weighted average number of shares of common                                
stock outstanding - assuming dilution            101,737,787   98,127,131

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          INVESTMENT PROPERTIES

     Investment Properties are recorded at the lower of cost (predecessor cost
for Properties acquired from Melvin Simon, Herbert Simon and certain of their
affiliates (the "Simons")) or net realizable value. Net realizable value of
investment Properties for financial reporting purposes is reviewed for
impairment on a Property-by-Property basis whenever events or changes in
circumstances indicate that the carrying amount of investment Properties may
not be recoverable. Impairment of investment Properties is recognized when
estimated undiscounted operating income is less than the carrying value of the
Property. To the extent an impairment has occurred, the excess of carrying
value of the Property over its estimated net realizable value will be charged
to income. The Operating Partnership adopted Statement of Financial Accounting
Standards ("SFAS") No. 121 (Accounting for Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of) on January 1, 1996. The adoption of
this pronouncement had no impact on the accompanying consolidated financial
statements.
<PAGE>

     Investment Properties include costs of acquisitions, development and
predevelopment, construction, tenant allowances and improvements, interest and
real estate taxes incurred during construction, certain capitalized
improvements and replacements, and certain allocated overhead. Depreciation on
buildings and improvements is provided utilizing the straight-line method over
an estimated original useful life, which is generally 35 years or the term of
the applicable tenant's lease in the case of tenant inducements. Depreciation
on tenant allowances and improvements is provided utilizing the straight-line
method over the term of the related lease.

     Certain improvements and replacements are capitalized when they extend the
useful life, increase capacity, or improve the efficiency of the asset. All
other repair and maintenance items are expensed as incurred.

          CAPITALIZED INTEREST

     Interest is capitalized on projects during periods of construction.
Interest capitalized by the Company during 1997, 1996 and 1995 was $11,589,
$5,831 and $1,515, respectively.

          DEFERRED COSTS

     Deferred costs consist primarily of financing fees incurred to obtain long-
term financing, costs of interest rate protection agreements, and internal and
external leasing commissions and related costs. Deferred financing costs,
including interest rate protection agreements, are amortized on a straight-line
basis over the terms of the respective loans or agreements. Deferred leasing
costs are amortized on a straight-line basis over the terms of the related
leases. Deferred costs consist of the following:

                                       DECEMBER 31,

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

                                    1997         1996
                                 ----------   ----------
Deferred financing costs            $72,348       $64,931
Leasing costs and other             121,060        97,380
                                 ----------   ----------
                                    193,408       162,311
Lessaccumulated amortization         87,666        70,386
                                 ----------   ----------
       Deferred costs, net         $105,742       $91,925
                                 ==========    ==========

     Interest expense in the accompanying Consolidated Statements of Operations
includes amortization of deferred financing costs of $8,338, $8,434 and $8,523
for 1997, 1996 and 1995, respectively, and has been reduced by amortization of
debt premiums and discounts of $699, $632 and $0 for 1997, 1996 and 1995,
respectively.

          REVENUE RECOGNITION

     The Operating Partnership, as a lessor, has retained substantially all of
the risks and benefits of ownership of the investment Properties and accounts
for its leases as operating leases. Minimum rents are accrued on a straight-
line basis over the terms of their respective leases. Overage rents are
recognized when earned.

     Reimbursements from tenants for real estate taxes and other recoverable
operating expenses are recognized as revenue in the period the applicable
expenditures are incurred.
<PAGE>
          ALLOWANCE FOR CREDIT LOSSES

     A provision for credit losses is recorded based on management's judgment
of tenant creditworthiness. The activity in the allowance for credit losses
during 1997, 1996 and 1995 was as follows:

                     Balance at    Provision     Accounts      Balance at
                     Beginning     for Credit     Written        End of
     Year Ended       of Year        Losses         Off           Year
                                                               
  December 31, l997      $7,918        $5,992        $(106)       $13,804
                                                                         
  December 31, l996      $5,485        $3,460      $(1,027)        $7,918
                                                                         
  December 31, l995      $4,169        $2,858      $(1,542)        $5,485

          INCOME TAXES

     The Company  and certain of its subsidiaries are taxed as a REIT's under
Sections 856 through 860 of the Code and applicable Treasury regulations
relating to REIT qualification for 1994 and subsequent years. In order to
maintain qualification as a REIT, the Company is required to distribute at
least 95% of its taxable income to shareholders and meet certain other asset
and income tests as well as other requirements. It is the intention of
management to continue to adhere to these requirements and maintain the
Company's REIT status. As a REIT, the Company will generally not be liable for
federal corporate income taxes. Thus, no provision for federal income taxes has
been included in the accompanying consolidated financial statements. If the
Company fails to qualify as a REIT in any taxable year, it will be subject to
federal income taxes on its taxable income at regular corporate tax rates.
State income taxes were not significant in 1997, 1996, or 1995.

          PER SHARE DATA

     The Company adopted SFAS No. 128 (Earnings Per Share) in the current
period. Basic earnings per share is based on the weighted average number of
shares of common stock outstanding during the period. The weighted average
number of shares used in the computation for 1997, 1996 and 1995 was
99,920,280; 73,585,602; and 55,312,078, respectively. In accordance with SFAS
No. 128, diluted earnings per share is based on the weighted average number of
shares of common stock outstanding combined with the incremental weighted
average shares that would have been outstanding if all dilutive potential
common shares would have been converted into shares at the earliest date
possible. The diluted weighted average number of shares used in the computation
for 1997, 1996 and 1995 was 100,304,344; 73,721,134; and 55,421,692,
respectively. Units held by limited partners in the Operating Partnership may
be exchanged for shares of common stock of the Company on a one-for-one basis
in certain circumstances and therefore are not dilutive (see Note 11). The
Company's Series A, Series B and Series C preferred stock have not been
considered in the computations of diluted earnings per share for any of the
periods presented, as they did not have a dilutive effect. Accordingly, the
increase in weighted average shares outstanding under the diluted method over
the basic method in every period presented for the Company is due entirely to
the effect of outstanding options under both the Employee Plan and the Director
Plan (see Note 11). There were no changes in earnings from basic earnings per
share to diluted earnings per share for any of the periods presented.

     It is the Company's policy to accrue distributions when they are declared.
The Company declared distributions in 1997 aggregating $2.01 per share. In 1996
accrued distributions totaled $1.63 per share, which included a $0.1515
distribution on August 9, 1996, in connection with the DRC Merger, designated
to align the time periods of distribution payments of the merged companies. The
current annual distribution rate is $2.02 per share. The following is a summary
of distributions per share declared in 1997 and 1996, which represented a
return of capital measured using generally accepted accounting principles:

                                                             
                                       FOR THE YEAR ENDED
                                          DECEMBER 31,

                                       -------      --------  
  DISTRIBUTIONS PER SHARE              1997         1996     
                                       -------      --------  
  From book net income                   $1.08         $0.99  
  Representing return of capital          0.93          0.64  
                                       -------      --------  
     Total distributions                 $2.01         $1.63  
                                       =======      ========  
<PAGE>
     On a federal income tax basis, 35% of the 1997 distributions and 64% of
the 1996 distributions represented return of capital.

          STATEMENTS OF CASH FLOWS

     For purposes of the Statements of Cash Flows, all highly liquid
investments purchased with an original maturity of 90 days or less are
considered cash and cash equivalents. Cash equivalents are carried at cost,
which approximates market value. Cash equivalents generally consist of
commercial paper, bankers acceptances, Eurodollars, repurchase agreements and
Dutch auction securities. Cash and cash equivalents do not include restricted
cash of $8,553 and $6,110 as of December 31, 1997 and 1996, respectively. Cash
is restricted at December 31, 1997 primarily to pay for construction costs for
the phase II expansion of The Forum Shops at Caesar's, and in 1996 cash was
restricted primarily for renovations, redevelopment and other activities of the
17 properties which collateralized the commercial pass-through certificates
that were retired in 1997 (see Note 9).

     Cash paid for interest, net of any amounts capitalized, during 1997, 1996
and 1995 were $282,501; $197,796; and $142,345, respectively.

          NONCASH TRANSACTIONS

     Please refer to Notes 3 and 11 for a discussion of noncash transactions.

          RECLASSIFICATIONS

     Certain reclassifications have been made to the prior year financial
statements to conform to the current year presentation. These reclassifications
have no impact on net operating results previously reported.

5. INVESTMENT PROPERTIES

     Investment properties consist of the following:

                                                  DECEMBER 31,
                                               1997          1996
                                            -----------   -----------
  Land                                       $1,253,953    $1,003,221
  Buildings and improvements                  5,560,112     4,270,244
                                            -----------   -----------
  Total land, buildings and improvements      6,814,065     5,273,465
                                                                     
  Furniture, fixtures and equipment              53,289        27,556
                                            -----------   -----------
  Investment properties at cost               6,867,354     5,301,021
  Less_accumulated depreciation                 461,792       279,072
                                            -----------   -----------
  Investment properties at cost, net         $6,405,562    $5,021,949
                                            ===========   ===========


     Building and improvements includes $158,609 and $86,461 of construction in
progress at December 31, 1997 and 1996, respectively.


6. INVESTMENT IN PARTNERSHIPS AND JOINT VENTURES

     As of December 31, 1997 and 1996, the unamortized excess of the Operating
Partnership's investment over its share of the equity in the underlying net
assets of the partnerships and joint ventures ("Excess Investment") was
approximately $364,119 and $232,927, respectively. This Excess Investment is
being amortized generally over the life of the related Properties. Amortization
included in income from unconsolidated entities for the years ended December
31, 1997 and 1996 was $13,878 and $5,127, respectively.
<PAGE>
     Summary financial information of partnerships and joint ventures accounted
for using the equity method and a summary of the Operating Partnership's
investment in and share of income from such partnerships and joint ventures
follows.

                                                        DECEMBER 31,
                                                 -------------------------
BALANCE SHEETS                                      1997           1996
ASSETS:                                           ----------     ----------
Investment properties at cost, net                $2,734,686     $1,887,555
Cash and cash equivalents                            101,582         61,267
Tenant receivables                                    87,008         58,548
Other assets                                          71,873         69,365
                                                  ----------     ----------
Total assets                                      $2,995,149     $2,076,735
                                                  ==========     ==========
LIABILITIES AND PARTNERS' EQUITY:                                          
Mortgages and other notes payable                 $1,888,512     $1,121,804
Accounts payable, accrued expenses and other                               
  liabilities                                        212,543        213,394
                                                  ----------     ----------
Total liabilities                                  2,101,055      1,335,198
  Partners' equity                                   894,094        741,537
                                                  ----------     ----------
Total liabilities and partners' equity            $2,995,149     $2,076,735
                                                  ==========     ==========
THE OPERATING PARTNERSHIP'S SHARE OF:                                      
Total assets                                      $1,009,691       $602,084
                                                  ==========     ==========
Partners' equity                                    $227,458       $144,376
Add: Excess Investment                               364,119        232,927
                                                  ----------     ----------
Operating Partnership's net Investment in Joint                            
  Ventures                                          $591,577       $377,303
                                                  ==========     ==========

                                             FOR THE YEAR ENDED DECEMBER 31,

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

   STATEMENTS OF OPERATIONS                   1997        1996        1995

REVENUE:                                    --------     --------    --------
  Minimum rent                              $256,100     $144,166     $83,905
  Overage rent                                10,510        7,872       2,754
  Tenant reimbursements                      120,380       73,492      39,500
  Other income                                19,364       11,178      13,980
                                            --------     --------    --------
Total revenue                                406,354      236,708     140,139
                                                                             
OPERATING EXPENSES:                                                          
  Operating expenses and other               144,256       88,678      46,466
  Depreciation and amortization               85,423       50,328      26,409
                                            --------     --------    --------
Total operating expenses                     229,679      139,006      72,875
                                            --------     --------    --------
OPERATING INCOME                             176,675       97,702      67,264
INTEREST EXPENSE                              96,675       48,918      28,685
EXTRAORDINARY ITEMS                          (1,925)      (1,314)     (2,687)
                                            --------     --------    --------
NET INCOME                                   $78,075      $47,470     $35,892
                                            ========     ========    ========
THIRD-PARTY INVESTORS' SHARE OF NET INCOME                                   
                                              55,507       38,283      30,752
                                            --------     --------    --------
THE OPERATING PARTNERSHIP'S SHARE                                            
   OF NET INCOME                             $22,568       $9,187      $5,140
AMORTIZATION OF EXCESS INVESTMENT             13,878        5,127          --
                                            --------     --------    --------
INCOME FROM UNCONSOLIDATED ENTITIES           $8,690       $4,060      $5,140
                                            ========     ========    ========

     The net income or net loss for each partnership and joint venture is
allocated in accordance with the provisions of the applicable partnership or
joint venture agreement. The allocation provisions in these agreements are not
always consistent with the ownership interests held by each general or limited
partner or joint venturer, primarily due to partner preferences. The Operating
Partnership receives substantially all of the economic benefit of Biltmore
Square, Chesapeake Square, Northfield Square and Port Charlotte Town Center,
resulting from advances made to these joint ventures.
<PAGE>

7. INVESTMENT IN MANAGEMENT COMPANY

     The Operating Partnership holds 80% of the outstanding common stock, 5% of
the outstanding voting common stock, and all of the preferred stock of the
Management Company. The remaining 20% of the outstanding common stock of the
Management Company (representing 95% of the voting common stock) is owned
directly by Melvin Simon, Herbert Simon and David Simon. The Management
Company, including its consolidated subsidiaries, provides management, leasing,
development, accounting, legal, marketing and management information systems
services to one Wholly-Owned Property and 27 Minority Interest and Joint
Venture Properties, Melvin Simon & Associates, Inc. ("MSA"), and certain other
nonowned properties. Because the Operating Partnership exercises significant
influence over the financial and operating policies of the Management Company,
it is reflected in the accompanying statements using the equity method of
accounting.

     In connection with the DRC Merger, the Management Company purchased 95% of
the voting stock (665 shares of common stock) of DeBartolo Properties
Management, Inc. ("DPMI"), a DRC management company, for $2,500 in cash. DPMI
provides architectural, design, construction and other services primarily to
the Properties. During 1996, DPMI formed a captive insurance company, which
provided property damage and general liability insurance for certain Properties
in 1997 and 1996. The Operating Partnership paid a total of $9,628 and $2,383
to this wholly-owned subsidiary of the Management Company for insurance
coverage during 1997 and 1996, respectively. The Management Company accounts
for both DPMI and the captive insurance company using the consolidated method
of accounting.

     During 1995, the Management Company liquidated its interest in a
partnership investment which held a 9.8-acre parcel of land, resulting in a
loss of $958 to the Management Company. Further, an undeveloped two-acre parcel
of land, for which the Management Company held a mortgage, was sold in December
1995,  resulting in a loss of $3,949 for the Management Company.

     Management, development and leasing fees charged to the Operating
Partnership relating to the Minority Interest Properties were $8,343, $6,916
and $5,353 for the years ended December 31, 1997, 1996 and 1995, respectively.
Architectural, contracting and engineering fees charged to the Operating
Partnership for 1997 and 1996 were $67,258 and $21,650, respectively. Fees for
services provided by the Management Company to MSA were $3,073, $4,000 and
$4,572 for the years ended December 31, 1997, 1996 and 1995, respectively.

     At December 31, 1997 and 1996, total notes receivable and advances due
from the Management Company and consolidated affiliates were $93,809 and
$75,452, respectively, which included $11,474 due from DPMI in 1997 and 1996.
Unpaid interest income receivable from the Management Company at December 31,
1997 and 1996, was $485 and $0, respectively. All preferred dividends due from
the Management Company were paid by December 31, 1997 and 1996.

     Summarized consolidated financial information of the Management Company
and a summary of the Operating Partnership's investment in and share of income
(loss) from the Management Company follows.

                                                              
                                                         DECEMBER 31,
                                                     --------------------
BALANCE SHEET DATA:                                    1997         1996
                                                      --------     --------
Total assets                                          $137,750     $110,263
Notes payable  to the Operating Partnership at 11%,     66,859       63,978
  due 2008
Shareholders' equity (deficit)                             482     (11,879)
                                                                           
THE OPERATING PARTNERSHIP'S SHARE OF:                                      
  Total assets                                        $128,596      $96,316
                                                      ========     ========
  Shareholders' equity (deficit)                        $3,088    $(13,567)
                                                      ========     ========
<PAGE>
<TABLE>
                                                  FOR THE YEAR ENDED DECEMBER 31,
  OPERATING DATA:                                   1997        1996       1995
                                                   -------     -------    --------
  <S>                                              <C>          <C>       <C>
  Total revenue                                     85,542      78,665      43,118
  Operating Income                                  13,766       9,073       1,986
                                                   -------     -------    --------
  Net Income (Loss) Available for                                                 
    Common Shareholders                            $12,366      $7,673    $(4,321)
                                                   =======     =======    ========
 The Operating Partnership's Share of Net Income                                  
  (Loss) after intercompany profit elimination                                    
                                                   $10,486      $5,485    $(3,737)
                                                   =======     =======    ========
</TABLE>
     The Operating Partnership manages substantially all Wholly-Owned
Properties and substantially all of the Minority Interest and Joint Venture
Properties that were owned by DRC prior to the DRC Merger, and, accordingly, it
reimburses the Administrative Services Partnership ("ASP"), a subsidiary of the
Management Company, for costs incurred, including management, leasing,
development, accounting, legal, marketing, and management information systems.
Substantially all employees (other than direct field personnel) are employed by
ASP which is owned 1% by the Operating Partnership and 99% by the Management
Company. The Management Company records costs net of amounts reimbursed by the
Operating Partnership. Common costs are allocated based on payroll and related
costs. In management's opinion, allocations under the cost-sharing arrangement
are reasonable. The Operating Partnership's share of allocated common costs was
$35,341, $29,262 and $21,874 for 1997, 1996 and 1995, respectively.

     Amounts payable by the Operating Partnership under the cost-sharing
arrangement and management contracts were $1,725 and $3,288 at December 31,
1997 and 1996, respectively, and are reflected in accounts payable and accrued
expenses in the accompanying Consolidated Balance Sheets.



8. OTHER INVESTMENT

     On June 16, 1997, the Operating Partnership purchased 1,408,450 shares of
common stock of Chelsea GCA Realty, Inc. ("Chelsea"), a publicly traded REIT,
for $50,000 using borrowings from the Operating Partnership's Credit Facility
(see below). The shares purchased represent approximately 9.2% of Chelsea's
outstanding common stock. In addition, the Operating Partnership and Chelsea
announced that they have formed a strategic alliance to develop and acquire
manufacturer's outlet shopping centers with 500,000 square feet or more of GLA
in the United States. In accordance with SFAS No. 115 "Accounting for Certain
Investments in Debt and Equity Securities", the Operating Partnership's shares
of Chelsea stock are classified as `available-for-sale securities'.
Accordingly, the investment is being reflected at its market value of $53,785,
as of December 31, 1997, in the accompanying consolidated balance sheets in
other investments. Management currently does not intend to sell these
securities. The unrealized gain of $3,785, of which the Company's share was
$2,420, is reflected in shareholders' equity, with the remaining $1,365 being
reflected in the limited partners' interest in the Operating Partnership.
<PAGE>

9. INDEBTEDNESS

     Mortgages and other notes payable consist of the following:

                                               December 31,
                                            1997          1996
 FIXED-RATE DEBT                         -----------    ----------
                                                                  
 Mortgages, net                           $2,006,552    $2,076,428
 Unsecured public notes, net                 905,547       249,161
 Medium-term notes, net                      279,229            --
 Commercial mortgage pass-through                                 
  certificates, net                          175,000       377,650
 6 3/4% Putable Asset Trust                                       
  Securities, net                            101,297       101,472
                                         -----------    ----------
Total fixed-rate debt                      3,467,625     2,804,711
                                                                  
 VARIABLE-RATE DEBT                                               
                                                                  
 Mortgages, net                              451,820       561,985
                                                                  
 Credit facility                             952,000       230,000
                                                                  
 Unsecured term loans                        133,000            --
                                                                  
 Commercial mortgage pass-through             50,000        85,288
  certificates, net
                                                                  
 Construction loan                            23,545            --
                                         -----------    ----------
Total variable-rate debt                    1,610,365       877,273
                                          -----------    ----------
  Total mortgages and other notes                                 
  payable                                 $5,077,990    $3,681,984
                                         ===========    ==========

          FIXED-RATE DEBT

     Mortgage Loans & Other Notes. The fixed-rate mortgage loans bear interest
ranging from 5.81% to 10.00% (weighted average of 7.71% at December 31, 1997),
require monthly payments of principal and/or interest and have various due
dates through 2027 (average maturity of 6.5 years). Certain of the Properties
are pledged as collateral to secure the related mortgage note. The fixed and
variable mortgage notes are nonrecourse and certain ones have partial
guarantees by affiliates of approximately $583,158. Certain of the Properties
are cross-defaulted and cross-collateralized as part of a group of properties.
Under certain of the cross-default provisions, a default under any mortgage
included in the cross-defaulted package may constitute a default under all
such mortgages and may lead to acceleration of the indebtedness due on each
Property within the collateral package. Certain of the Properties are subject
to financial performance covenants relating to debt-to-market capitalization,
minimum earnings before interest, taxes, depreciation and amortization
("EBITDA") ratios and minimum equity values.

     Unsecured Notes. The Operating Partnership has consolidated nonconvertible
investment-grade unsecured debt securities aggregating $905,547 (the "Notes")
at December 31, 1997. The Notes pay interest semiannually, and bear interest
rates ranging from 6.75% to 7.625% (weighted average of 6.95%), and have
various due dates through 2009 (average maturity of 8.2 years). Certain of the
Notes are guaranteed by the Operating Partnership and contain leverage ratios
and minimum EBITDA and unencumbered EBITDA ratios.

     The Operating Partnership currently has $850,000 remaining available for
issuance on its $1,000,000 shelf registration with the SEC, which became
effective in October 1997.
<PAGE>
     Medium-Term Notes. On May 15, 1997, the Operating Partnership established
a Medium-Term Note ("MTN") program. On June 24, 1997, the Operating Partnership
completed the sale of $100,000 of notes under the MTN program, which bear
interest at 7.125% and have a stated maturity of June 24, 2005. On September
10, 1997, the Operating Partnership issued an additional $180,000 principal
amount of notes under its MTN program. These notes mature on September 20, 2007
and bear interest at 7.125% per annum. The net proceeds from each of these
sales were used primarily to pay down the Credit Facility (defined below).

     Commercial Mortgage Pass-Through Certificates. Prior to September 2, 1997,
DeBartolo Capital Partnership ("DCP"), a Delaware general partnership whose
interest is owned 100% by affiliated entities, held commercial mortgage pass-
through certificates in the face amount of approximately $453,000. This debt
was secured by assets of 17 of the Wholly-Owned Properties. On September 2,
1997, the Operating Partnership refinanced these certificates along with a
$48,000 mortgage loan, resulting in releases of mortgages encumbering 18 of the
Properties.

     The Operating Partnership subsequently issued a series of six classes of
commercial mortgage pass-through certificates cross-collaterallized by seven of
such Properties, which matures on December 19, 2004. Five of the six classes
totaling $175,000 bear fixed interest rates ranging from 6.716% to 8.233%, with
the remaining $50,000 class bearing interest at LIBOR plus 0.365%. In addition,
the Operating Partnership used the net proceeds from the sale of the $180,000
MTN's described above and net borrowings under the Credit Facility of
approximately $114,000 to retire the original certificates and the $48,000
mortgage loan.

     6 3/4% Putable Asset Trust Securities (PATS). The PATS, issued December
1996, pay interest semiannually at 6.75% and mature in 2003. These notes
contain leverage ratios and minimum EBITDA and unencumbered EBITDA ratios.

          VARIABLE-RATE DEBT

     Mortgages and Other Notes. The variable-rate mortgage loans and other
notes bear interest ranging from 6.00% to 7.74% (weighted average of 6.58% at
December 31, 1997) and are due at various dates through 2004 (average maturity
of 2.5 years). Certain of the Properties are subject to collateral, cross-
default and cross-collateral agreements, participation agreements or other
covenants relating to debt-to-market capitalization, minimum EBITDA ratios and
minimum equity values.

     Credit Facility. The Operating Partnership has a $1,250,000 unsecured
revolving credit facility (the "Credit Facility") which  initially matures in
September of 1999, with a one-year extension available at the option of the
Operating Partnership. The Credit Facility bears interest at LIBOR plus 65
basis points. The maximum and average amounts outstanding during 1997 under the
Credit Facility were $952,000 and $461,362, respectively. The Credit Facility
is primarily used for funding acquisition, renovation and expansion and
predevelopment opportunities. At December 31, 1997, the Credit Facility had an
effective interest rate of 6.56%, with $284,300 available after outstanding
borrowings and letters of credit. The Credit Facility contains financial
covenants relating to a capitalization value, minimum EBITDA and unencumbered
EBITDA ratios and minimum equity values.

     Unsecured Term Loans. The Operating Partnership has two unsecured term
loans outstanding at December 31, 1997. On June 30, 1997, the Operating
Partnership closed a $70,000 unsecured term loan which bears interest at LIBOR
plus 0.75% and matures on September 29, 1998. On September 17, 1997, the
Operating Partnership retired a $63,000 mortgage loan secured by Lincolnwood
Towne Center with a second unsecured term loan, which bears interest at LIBOR
plus 0.75% and matures on January 31, 1999.

<PAGE>
          DEBT MATURITY AND OTHER

     As of December 31, 1997, scheduled principal repayments on indebtedness
were as follows:

       1998                                              $390,835
       1999                                             1,209,011
       2000                                               291,740
       2001                                               250,091
       2002                                               496,321
       Thereafter                                       2,442,335
                                                      -----------
       Total principal maturities                       5,080,333
       Net unamortized debt premiums                      (2,343)
                                                      -----------
       Total mortgages and other notes payable         $5,077,090
                                                      ===========

     Debt premiums and discounts are being amortized over the terms of the
related debt instruments. Certain mortgages and notes payable may be prepaid
but are generally subject to a prepayment of a yield-maintenance premium.

     The unconsolidated partnerships and joint ventures have $1,888,512 and
$1,121,804 of mortgages and other notes payable at December 31, 1997 and 1996,
respectively. The Operating Partnership's share of this debt was $770,776 and
$448,218 at December 31, 1997 and 1996, respectively. This debt becomes due in
installments over various terms extending to December 28, 2009, with interest
rates ranging from 6.09% to 9.75% (weighted average rate of 7.34% at December
31, 1997). The debt matures $228,626 in 1998; $20,490 in 1999; $222,076 in
2000; $228,475 in 2001; $310,681 in 2002; and $878,164 thereafter.

     The $58 net extraordinary gain in 1997 results from a $31,136 gain
realized on the forgiveness of debt and an $8,409 gain from write-offs of net
unamortized debt premiums, partially offset by the $21,000 acquisition of the
contingent interest feature on four loans, and $18,487 of prepayment penalties
and write-offs of mortgage costs associated with early extinguishments of debt.
In addition, net extraordinary losses resulting from the early extinguishment
or refinancing of debt of $3,521 and $3,285 were incurred for the years ended
December 31, 1996 and 1995, respectively.

          INTEREST RATE PROTECTION AGREEMENTS

     The Operating Partnership has entered into certain interest rate
protection agreements, in the form of "cap" or "swap" arrangements, with
respect to the majority of its variable-rate mortgages and other notes payable.
Cap arrangements, which effectively limit the amount by which variable interest
rates may rise, have been entered into for $380,379 principal amount of
consolidated debt and cap LIBOR at rates ranging from 5.0% to 9.5% through the
related debt's maturity. One swap arrangement, which effectively fixes the
Operating Partnership's interest rate on the respective borrowings, has been
entered into for $50,000 principal amount of consolidated debt, which matures
September 2001. In addition, swap arrangements on an additional $148,000 of
consolidated variable-rate debt were obtained in January of 1998. Costs of the
caps and swaps ($7,580) are amortized over the life of the agreements. The
unamortized balance of the cap and swap arrangements was $2,006 as of December
31, 1997. The Operating Partnership's hedging activity as a result of interest
swaps and caps resulted in net interest savings of $1,586, $2,165 and $3,528
for the years ended December 31, 1997, 1996 and 1995, respectively. This did
not materially impact the Operating Partnership's weighted average borrowing
rate.

          FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying value of variable-rate mortgages and other loans represents
their fair values. The fair value of fixed-rate mortgages and other notes
payable was approximately $3,900,000 and $3,000,000 at December 31, 1997 and
1996, respectively. The fair value of the interest rate protection agreements
at December 31, 1997 and 1996, was ($692) and $5,616, respectively. At December
31, 1997 and 1996, the estimated discount rates were 6.66% and 7.25%,
respectively.
<PAGE>

10. RENTALS UNDER OPERATING LEASES

     The Operating Partnership receives rental income from the leasing of
retail and mixed-use space under operating leases. Future minimum rentals to be
received under noncancelable operating leases for each of the next five years
and thereafter, excluding tenant reimbursements of operating expenses and
percentage rent based on tenant sales volume, as of December 31, 1997, are as
follows:

                  1998                       $623,652
                  1999                        580,561
                  2000                        521,398
                  2001                        469,331
                  2002                        420,169
                  Thereafter                1,768,777
                                           ----------
                                           $4,383,888

     Approximately 2.9% of future minimum rents to be received are attributable
to leases with JCPenney Company, Inc., an affiliate of a limited partner in the
Operating Partnership.

11. CAPITAL STOCK

     Under its Charter, as supplemented, the Company is authorized to issue
650,000,000 shares, par value $0.0001 per share, of capital stock. The
authorized shares of capital stock consist of 9,200,000 shares of Series B
preferred stock, 3,000,000 shares of Series C preferred stock, 375,796,000
shares of common stock, 12,000,000 shares of Class B common stock, 4,000 shares
of Class C common stock, and 250,000,000 shares of excess stock.

     The Board of Directors is authorized to reclassify the excess stock into
one or more additional classes and series of capital stock to establish the
number of shares in each class or series and to fix the preferences, conversion
and other rights, voting powers, restrictions, limitations as to dividends, and
qualifications and terms and conditions of redemption of such class or series,
without any further vote or action by the shareholders. The issuance of
additional classes or series of capital stock may have the effect of delaying,
deferring or preventing a change in control of the Company without further
action of the shareholders. The ability of the Board of Directors to issue
additional classes or series of capital stock, while providing flexibility in
connection with possible acquisitions and other corporate purposes, could have
the effect of making it more difficult for a third party to acquire, or of
discouraging a third party from acquiring, a majority of the outstanding voting
stock of the Company. The Company has no current plans to issue any additional
classes or series of stock, except as described in Note 15.

     The holders of common stock of the Company are entitled to one vote for
each share held of record on all matters submitted to a vote of shareholders,
other than for the election of directors. The holders of Class B common stock
are entitled to elect four of the thirteen members of the board. The holder of
the Class C common stock, which was issued in connection with the DRC Merger,
as described below, is entitled to elect two of the thirteen members of the
board. The Class B and Class C shares can be converted into shares of common
stock at the option of the holders. Shares of Class B common stock convert
automatically into an equal number of shares of common stock upon the sale or
transfer thereof to a person not affiliated with the Simons. Shares of Class C
common stock convert automatically into an equal number of shares of common
stock upon the sale or transfer thereof to a person not affiliated with the
members of the DeBartolo family or entities controlled by them. The Company has
reserved 3,200,000 and 4,000 shares of common stock for the possible conversion
of the outstanding Class B and Class C shares, respectively.

     As described in Note 3, in connection with the DRC Merger on August 9,
1996, the Company issued 37,873,965 shares of common stock and 4,000 shares of
Class C common stock.

     On September 19, 1997, the Company issued 4,500,000 shares of its common
stock in a public offering. The Company contributed the net proceeds of
approximately $146,800 to the Operating Partnership in exchange for an equal
number of Units. The Operating Partnership used the net proceeds to retire a
portion of the outstanding balance on the Credit Facility.
<PAGE>
     On November 11, 1997, the Company issued 3,809,523 shares of its common
stock upon the conversion of all of the outstanding shares of the Company's
8.125% Series A Preferred Stock, $.0001 par value per share.

     On September 27, 1996, the Company completed a $200,000 public offering of
8,000,000 shares of Series B cumulative redeemable preferred stock, generating
net proceeds of approximately $193,000. Dividends on the preferred stock are
paid quarterly in arrears at 8.75% per annum. The Company may redeem the
preferred stock any time on or after September 29, 2006, at a redemption price
of $25.00 per share, plus accrued and unpaid dividends. The redemption price
(other than the portion thereof consisting of accrued and unpaid dividends) is
payable solely out of the sale proceeds of other capital shares of the Company,
which may include other series of preferred shares. The Company contributed the
proceeds to the Operating Partnership in exchange for preferred Units. The
Operating Partnership pays a preferred distribution to the Company equal to the
dividends paid on the preferred stock.

     On July 9, 1997, the Company sold 3,000,000 shares of 7.89% Series C
Cumulative Step-Up Premium RateSM Preferred Stock (the "Series C Preferred
Shares") in a public offering at $50.00 per share. Beginning October 1, 2012,
the rate increases to 9.89% per annum. The Company intends to redeem the Series
C Preferred Shares prior to October 1, 2012. The Series C Preferred Shares are
not redeemable prior to September 30, 2007. Beginning September 30, 2007, the
Series C Preferred Shares may be redeemed at the option of the Company in whole
or in part, at a redemption price of $50.00 per share, plus accrued and unpaid
distributions, if any, thereon. The redemption price of the Series C Preferred
Shares may only be paid from the sale proceeds of other capital stock of the
Company, which may include other classes or series of preferred stock.
Additionally, the Series C Preferred Shares have no stated maturity and are not
subject to any mandatory redemption provisions, nor are they convertible into
any other securities of the Company. The Company contributed the net proceeds
of this offering of approximately $146,000 to the Operating Partnership in
exchange for preferred units, the economic terms of which are substantially
identical to the Series C Preferred Shares. The Operating Partnership used the
proceeds to increase its ownership interest in West Town Mall (see Note 3), to
pay down the Credit Facility and for general working capital purposes.

          STOCK OPTION PLANS

     The Company and the Operating Partnership adopted an Employee Stock Plan
(the "Employee Plan"). The Company also adopted a Director Stock Option Plan
(the "Director Plan" and, together with the Employee Plan, the "Stock Option
Plans") for the purpose of attracting and retaining eligible officers,
directors and employees. The Company has reserved for issuance 4,595,000 shares
of common stock under the Employee Plan and 100,000 shares of common stock
under the Director Plan. If stock options granted in connection with the Stock
Option Plans are exercised at any time or from time to time, the partnership
agreement requires the Company to sell to the Operating Partnership, at fair
market value, shares of the Company's common stock sufficient to satisfy the
exercised stock options. The Company also is obligated to purchase Units for
cash in an amount equal to the fair market value of such shares.

          EMPLOYEE PLAN

     The Employee Plan is currently administered by the Company's Compensation
Committee (the "Committee"). During the ten-year period following the adoption
of the Employee Plan, the Committee may, subject to the terms of the Employee
Plan and in certain instances subject to board approval, grant to key employees
(including officers and directors who are employees) of the Operating
Partnership or its "affiliates" (as defined in the Employee Plan) the following
types of awards: stock options (including options with a reload feature), stock
appreciation rights, performance units and shares of restricted or unrestricted
common stock. Awards granted under the Employee Plan become exercisable over
the period determined by the Committee. The exercise price of an option may not
be less than the fair market value of the shares of the common stock on the
date of grant. The options vest 40% on the first anniversary of the date of
grant, an additional 30% on the second anniversary of the grant date and become
fully vested three years after the grant date. The options expire ten years
from the date of grant.

          DIRECTOR PLAN

     Directors of the Company who are not also employees of the Company or its
"affiliates" (as defined in the Director Plan) participate in the Director
Plan. Under the Director Plan, each eligible director is automatically granted
options ("Director Options") to purchase 5,000 shares of common stock upon the
director's initial election to the Board of Directors and 3,000 shares of
common stock upon each reelection of the director to the Board of Directors.
The exercise price of the options is equal to 100% of the fair market value of
the Company's common stock on the date of grant. Director Options become
exercisable on the first anniversary of the date of grant or at such earlier
<PAGE>
time as a "change in control" of the Company occurs and will remain exercisable
through the tenth anniversary of the date of grant (the "Expiration Date").
Prior to their Expiration Dates, Director Options will terminate 30 days after
the optionee ceases to be a member of the Board of Directors.

     SFAS No. 123, "Accounting for Stock-Based Compensation," requires entities
to measure compensation costs related to awards of stock-based compensation
using either the fair value method or the intrinsic value method. Under the
fair value method, compensation expense is measured at the grant date based on
the fair value of the award. Under the intrinsic value method, compensation
expense is equal to the excess, if any, of the quoted market price of the stock
at the grant date over the amount the employee must pay to acquire the stock.
Entities electing to measure compensation costs using the intrinsic value
method must make pro forma disclosures of net income and earnings per share as
if the fair value method had been applied. The Operating Partnership has
elected to account for stock-based compensation programs using the intrinsic
value method consistent with existing accounting policies. The impact on pro
forma net income and earnings per share as a result of applying the fair value
method was not material.

     Information relating to the Stock Option Plans from January 1, 1995
through December 31, 1997 is as follows:

                                     Director Plan            Employee Plan
                                  ------------------     ----------------------
                                            OPTION                      OPTION
                                           PRICE PER                  PRICE PER
                                 OPTIONS     SHARE        OPTIONS       SHARE

                                 -------  -----------   -----------  -----------
  SHARES UNDER OPTION AT                     $22.25 -                   $22.25 -
  DECEMBER 31, 1994               40,000       $27.00     2,070,147       $25.25
                                                                                
  Granted                         15,000      24.9375            --          N/A
                                                                                
  Exercised                           --           --       (6,876)        23.44
                                                                                
  Forfeited                           --           --      (49,137)    23.60 (1)
                                 -------  -----------   -----------  -----------
  SHARES UNDER OPTION AT                   $22.25 -                     $22.25 -
  DECEMBER 31, 1995               55,000     27.00        2,014,134        25.25
                                                                                
  Granted                         44,080    23.50 (1)            --          N/A
                                                                                
  Exercised                      (5,000)        22.25     (367,151)    23.33 (1)
                                                                                
  Forfeited                      (9,000)    25.52 (1)      (24,000)    24.21 (1)
                                 -------  -----------   -----------  -----------
  SHARES UNDER OPTION AT                                                $22.25 -
  DECEMBER 31, 1996               85,080  $15 - 27.38     1,622,983        25.25
                                                                                
  Granted                          9,000      29.3125            --          N/A
                                                                                
  Exercised                      (8,000)    23.62 (1)     (361,902)    23.29 (1)
                                                                                
  Forfeited                           --          N/A      (13,484)    23.99 (1)
                                 -------  -----------   -----------  -----------
  SHARES UNDER OPTION AT                                               $22.25 -
  DECEMBER 31, 1997               86,080  $15 - 27.38     1,247,597     25.25
                                 =======  ===========   ===========  ===========
  OPTIONS EXERCISABLE AT                                                   
  DECEMBER 31, 1997               77,080   23.96 (1)      1,247,597   $22.90 (1)
                                 =======  ===========   ===========  ===========
  SHARES AVAILABLE FOR GRANT AT                                                 
  DECEMBER 31, 1997                  920                  1,611,474
                                 =======                ===========             

     (1) Represents the weighted average price.

          STOCK INCENTIVE PROGRAMS

Two stock incentive programs are currently in effect.

     In October 1994, under the Employee Plan of the Company and the Operating
Partnership, the Company's Compensation Committee approved a five-year stock
incentive program (the "Stock Incentive Program"), under which shares of
restricted common stock of the Company were granted to certain employees at no
cost to those employees. A percentage of each of these restricted stock grants
can be earned and awarded each year if the Company attains certain growth
targets measured in Funds From Operations, as those growth targets may be
established by the Company's Compensation Committee from time to time. Any
restricted stock earned and awarded vests in four installments of 25% each on
January 1 of each year following the year in which the restricted stock is
deemed earned and awarded.
<PAGE>
     In 1994, and prior to the DRC Merger, DRC also established a five-year
stock incentive program (the "DRC Plan") under which shares of restricted
common stock were granted to certain DRC employees at no cost to those
employees.  The DRC Plan also provided that this restricted stock would be
earned and awarded based upon DRC's attainment of certain economic goals
established by the Compensation Committee of DRC's Board of Directors.  At the
time of the DRC Merger, the Company and the Operating Partnership agreed to
assume the terms and conditions of the DRC Plan and the economic criteria upon
which restricted stock under both the Stock Incentive Program and the DRC Plan
would be deemed earned and awarded were aligned with one another.  Further,
other terms and conditions of the DRC Plan and Stock Incentive Program were
modified so that beginning with calendar year 1996, the terms and conditions of
these two programs are substantially the same.  It should be noted that the
terms and conditions concerning vesting of the restricted stock grant to the
Company's President and Chief Operating Officer, a former DRC employee, are
different from those established by the DRC Plan and are specifically set forth
in the employment contract between the Company and such individual.

     In March 1995, an aggregate of 1,000,000 shares of restricted stock was
granted to 50 executives, subject to the performance standards, vesting
requirements and other terms of the Stock Incentive Program. Prior to the DRC
Merger, 2,108,000 shares of DRC common stock were deemed available for grant to
certain designated employees of DRC, also subject to certain performance
standards, vesting requirements and other terms of the DRC Plan. During 1997,
1996 and 1995, a total of 448,753, 200,030; and 144,196 shares of common stock
of the Company, respectively, net of forfeitures, were deemed earned and
awarded under the Stock Incentive Program and the DRC Plan. Approximately
$5,386; $2,084; and $918 relating to these programs were amortized in 1997,
1996 and 1995, respectively. The cost of restricted stock grants, based upon
the stock's fair market value at the time such stock is earned, awarded and
issued, is charged to shareholders' equity and subsequently amortized against
earnings of the Operating Partnership over the vesting period.

          EXCHANGE RIGHTS

     Limited partners in the Operating Partnership have the right to exchange
all or any portion of their Units for shares of common stock on a one-for-one
basis or cash, as selected by the Company's Board of Directors. The amount of
cash to be paid if the exchange right is exercised and the cash option is
selected will be based on the trading price of the Company's common stock at
that time. The Company has reserved 61,850,762 shares of common stock for
possible issuance upon the exchange of Units.

12. EMPLOYEE BENEFIT PLANS

     The Operating Partnership and affiliated entities maintain a tax-qualified
retirement 401(k) savings plan. Under the plan, eligible employees can
participate in a cash or deferred arrangement permitting them to defer up to a
maximum of 12% of their compensation, subject to certain limitations.
Participants' salary deferrals are matched at specified percentages, and the
plan provides annual contributions of 3% of eligible employees' compensation.
The Operating Partnership contributed $2,727; $2,350; and $1,716 to the plans
in 1997, 1996 and 1995, respectively.

     Except for the 401(k) plan, the Company offers no other postretirement or
postemployment benefits to its employees.

13. COMMITMENTS AND CONTINGENCIES

          LITIGATION

     Carlo Angostinelli et al. v. DeBartolo Realty Corp. et al. On October 16,
1996, a complaint was filed in the Court of Common Pleas of Mahoning County,
Ohio, captioned Carlo Angostinelli et al. v. DeBartolo Realty Corp. et al. The
named defendants are SD Property Group, Inc., a 99%-owned subsidiary of the
Company, and DPMI, and the plaintiffs are 27 former employees of the
defendants. In the complaint, the plaintiffs alleged that they were recipients
of deferred stock grants under the DRC Plan and that these grants immediately
vested under the DRC Plan's "change in control" provision as a result of the
DRC Merger. Plaintiffs asserted that the defendants' refusal to issue them
approximately 661,000 shares of DRC common stock, which is equivalent to
approximately 450,000 shares of common stock of the Company computed at the
0.68 Exchange Ratio used in the DRC Merger, constituted a breach of contract
and a breach of the implied covenant of good faith and fair dealing under Ohio
law. Plaintiffs sought damages equal to such number of shares of DRC common
stock, or cash in lieu thereof, equal to all deferred stock ever granted to
them under the DRC Plan, dividends on such stock from the time of the grants,
compensatory damages for breach of the implied covenant of good faith and fair
dealing, and punitive damages. The complaint was served on the defendants on
October 28, 1996. The plaintiffs and the Company each filed motions for summary
<PAGE>
judgment. On October 31, 1997, the Court entered a judgment in favor of the
Company granting the Company's motion for summary judgment. The plaintiffs have
appealed this judgment and the matter is pending. While it is difficult for the
Company to predict the ultimate outcome of this action, based on the
information known to the Company to date, it is not expected that this action
will have a material adverse effect on the Company.

     Roel Vento et al v. Tom Taylor et al. An affiliate of the Company is a
defendant in litigation entitled Roel Vento et al v. Tom Taylor et al, in the
District Court of Cameron County, Texas, in which a judgment in the amount of
$7,800 has been entered against all defendants. This judgment includes
approximately $6,500 of punitive damages and is based upon a jury's findings on
four separate theories of liability including fraud, intentional infliction of
emotional distress, tortuous interference with contract and civil conspiracy
arising out of the sale of a business operating under a temporary license
agreement at Valle Vista Mall in Harlingen, Texas. The Company is seeking to
overturn the award and has appealed the verdict. The Company's appeal is
pending. Although the Company is optimistic that it may be able to reverse or
reduce the verdict, there can be no assurance thereof. Management, based upon
the advice of counsel, believes that the ultimate outcome of this action will
not have a material adverse effect on the Company.

     The Company currently is not subject to any other material litigation
other than routine litigation and administrative proceedings arising in the
ordinary course of business. On the basis of consultation with counsel,
management believes that these items will not have a material adverse impact on
the Company's financial position or results of operations.

          LEASE COMMITMENTS

     As of December 31, 1997, a total of 31 of the Properties are subject to
ground leases. The termination dates of these ground leases range from 1998 to
2087. These ground leases generally require payments by the Operating
Partnership of a fixed annual rent, or a fixed annual rent plus a participating
percentage over a base rate. Ground lease expense incurred by the Operating
Partnership for the years ended December 31, 1997, 1996 and 1995, was $10,511,
$8,506 and $6,700, respectively.

     Future minimum lease payments due under such ground leases for each of the
next five years ending December 31 and thereafter are as follows:

                    1998                        $7,208
                    1999                         7,218
                    2000                         7,280
                    2001                         7,378
                    2002                         7,658
                    Thereafter                 492,270
                                              --------
                                              $529,012
                                              ========
          ENVIRONMENTAL MATTERS

     Substantially all of the Properties have been subjected to Phase I
environmental audits. Such audits have not revealed nor is management aware of
any environmental liability that management believes would have a material
adverse impact on the Company's financial position or results of operations.
Management is unaware of any instances in which it would incur significant
environmental costs if any or all Properties were sold, disposed of or
abandoned.
<PAGE>

14. QUARTERLY FINANCIAL DATA (UNAUDITED)

Summarized quarterly 1997 and 1996 data is as follows:
<TABLE>
<CAPTION>
                                       First        Second         Third        Fourth           
                                      Quarter       Quarter     Quarter (1)     Quarter        Total
                                     ----------    ----------    ----------    ----------    ----------
                1997                                                                             
 ------------------------------                                                                        
<S>                                <C>          <C>           <C>           <C>           <C>
 Total revenue                       $242,414      $245,055      $259,783      $310,222    $1,057,474
 Operating income                     111,706       114,455       117,572       133,297       477,030
 Income of the Operating                                                                               
  Partnership before                                                                                   
  extraordinary items                  43,062        48,413        54,286        57,372       203,133
 Net income available to common                                                                        
  shareholders                          8,233        24,951        44,642        30,163       107,989
 Net income before extraordinary                                                                       
  items per common share (2)             0.23          0.27          0.28          0.29          1.08
 Net income per common share (2)         0.08          0.26          0.45          0.28          1.08
 Weighted Average Common Shares                                                                        
  Outstanding                      96,972,858    97,520,174    98,785,776   106,312,139    99,920,280
 Net income before extraordinary                                                                       
  items per common share -                                                                             
  assuming dilution (2)                  0.23          0.27          0.28          0.29          1.08
 Net income per common share -                                                                         
  assuming dilution (2)                 $0.08         $0.26          0.45          0.28         $1.08
 Weighted Average Common Shares                                                                        
  Outstanding - Assuming Dilution  97,369,777    97,363,839    99,170,829   106,698,238   100,304,344

             1996                                                                             
------------------------------                                                                      
Total revenue                        $139,444     $143,761      $202,436      $262,063      $747,704
Operating income                       61,073       63,051        82,715       124,673       331,512
Income of the Operating                                                                             
Partnership before                                                                                  
extraordinary items                    23,832       23,968        28,839        58,024       134,663
Net income available to common                                                                      
shareholders                           13,154       13,412        14,784        31,211        72,561
Net income before extraordinary                                                                     
items per common share (2)               0.23         0.23          0.20          0.33          1.02
Net income per common share (2)          0.23         0.23          0.18          0.32          0.99
Weighted Average Common Shares                                                                      
Outstanding                        58,382,176   58,560,225    80,397,469    96,673,964    73,585,602
Net income before extraordinary                                                                     
items per common share -                                                                            
assuming dilution (2)                                                                               
                                         0.23         0.23          0.20          0.33          1.01
Net income per common share -                                                                       
assuming dilution (2)                   $0.23        $0.23         $0.18         $0.32         $0.98
Weighted Average Common Shares                                                                      
Outstanding - Assuming Dilution    58,404,318   58,599,582    80,515,223    96,988,085    73,721,134

</TABLE>
  (1) The third quarter of 1997 reflects the amounts as amended in Form 10-Q/A.
  (2) Primarily due to the cyclical nature of earnings available for common
      stock and the issuance of additional shares of common stock during the
      periods, the sum of the quarterly earnings per share varies from the
      annual earnings per share.
<PAGE>

15. SUBSEQUENT EVENTS (UNAUDITED)

         PROPOSED CPI MERGER

     On February 19, 1998, the Company and Corporate Property Investors ("CPI")
signed a definitive agreement to merge the two companies. The merger is
expected to be completed by the end of the third quarter of 1998 and is subject
to approval by the shareholders of the Company as well as customary regulatory
and other conditions. A majority of the CPI shareholders have already approved
the transaction. Under the terms of the agreement, the shareholders of CPI will
receive, in a reverse triangular merger, consideration valued at $179 for each
share of CPI common stock held consisting of $90 in cash, $70 in the Company's
common stock and $19 worth of 6.5% convertible preferred stock. The common
stock component of the consideration is based upon a fixed exchange ratio using
the Company's February 18, 1998 closing price of $33 5/8 per share, and is
subject to a 15% symmetrical collar based upon the price of the Company's
common stock determined at closing. In the event the Company's common stock
price at closing is outside of the parameters of the collar, an adjustment will
be made in the cash component of consideration. The total purchase price,
including indebtedness which would be assumed, is estimated at $5.8 billion.

         MACERICH PARTNERSHIP

     On February 27, 1998, the Operating Partnership, in a joint venture
partnership with The Macerich Company ("Macerich"), acquired a portfolio of
twelve regional malls comprising approximately 10.7 million square feet of GLA
at a purchase price of $974,500, including the assumption of $485,000 of
indebtedness. The Operating Partnership and Macerich, as 50/50 partners in the
joint venture, were each responsible for one half of the purchase price,
including indebtedness assumed and each assumed leasing and management
responsibilities for six of the regional malls.
<PAGE>
                                  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.


                                   SIMON DEBARTOLO GROUP, INC.


                                   By /s/ David Simon
                                          -------------------
                                          David Simon
                                          Chief Executive Officer

March 11, 1998

     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.

  SIGNATURE                        CAPACITY                        DATE

                                                                   
  /s/ David Simon                Chief Executive Officer         March 11, 1998
  David Simon                      and Director (Principal       
                                   Executive Officer)
                                                                   
  /s/ Herbert Simon              Co-Chairman of the Board of     March 11, 1998
  Herbert Simon                  Directors                       
                                                                   
  /s/ Melvin Simon               Co-Chairman of the Board of     March 11, 1998
  Melvin Simon                   Directors                       
                                                                   
  /s/ Richard Sokolov            President, Chief Operating      March 11, 1998
  Richard Sokolov                  Officer and Director          
                                                                   
  /s/ Edward J. DeBartolo, Jr.   Director                        March 11, 1998
  Edward J. DeBartolo, Jr.                                         
                                                                   
  /s/ M. Denise DeBartolo York   Director                        March 11, 1998
  M. Denise DeBartolo York                                         
                                                                   
  /s/ Birch Bayh                 Director                        March 11, 1998
  Birch Bayh                                                       
                                                                   
  /s/ William T. Dillard, II     Director                        March 11, 1998
  William T. Dillard, II                                           
                                                                   
  /s/ G. William Miller          Director                        March 11, 1998
  G. William Miller                                                
                                                                   
  /s/ Fredrick W. Petri          Director                        March 11, 1998
  Fredrick W. Petri                                                
                                                                   
  /s/ Terry S. Prindiville Sr.   Director                        March 11, 1998
  Terry S. Prindiville Sr.                                         
                                                                   
  /s/ J. Albert Smith            Director                        March 11, 1998
  J. Albert Smith                                                  
<PAGE>                                                                   
  /s/ Philip J. Ward             Director                        March 11, 1998
  Philip J. Ward                                                   
                                                                   
  /s/ John Dahl                  Senior Vice President           March 11, 1998
  John Dahl                      (Principal Accounting Officer)  
                                                                   
  Principal Financial Officers:                                    
                                                                   
  /s/ Stephen E. Sterrett        Treasurer                       March 11, 1998
  Stephen E. Sterrett                                              
                                                                   
  /s/ James R. Giuliano III      Senior Vice President           March 11, 1998
  James R. Giuliano III       
<PAGE>                                     
            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                          ON SCHEDULE



To the Board of Directors of
Simon DeBartolo Group, Inc.:

We have audited, in accordance with generally accepted auditing standards, the
consolidated financial statements of SIMON DeBARTOLO GROUP, INC. included in
this Form 10-K, and have issued our report thereon dated February 17, 1998. Our
audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The schedule, "Schedule III: Real Estate and
Accumulated Depreciation", as of December 31, 1997, is the responsibility of
the Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. The schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.



                                                  /s/ ARTHUR ANDERSEN LLP
                                                  ARTHUR ANDERSEN LLP
Indianapolis, Indiana,
February 17, 1998
<PAGE>

<TABLE>
SIMON DeBARTOLO GROUP, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1997                                                                                           SCHEDULE III

(Dollars in thousands)
<CAPTION>
                                                             Cost Capitalized   Gross Amounts At                         
                                                            Subsequent to     Which Carried At
                                          Initial Cost       Acquisition       Close of Period
                                       --------------------  ----------------  -------------------                       
                                                Buildings             Build-            Buildings               Accum-        
                                                   and              ings and              and                  ulated
                             Encum-               Improv-             Improv-             Improv-                Depre-  Date of
Name, Location              brances      Land      ements    Land     ements    Land      ements      Total    ciation  Construction
REGIONAL MALLS
------------------------- ---------- ----------  ---------- ------- -------- ---------- ---------- ---------- -------- -------------
                          <C>        <C>         <C>        <C>     <C>      <C>        <C>        <C>        <C>      <C>  <S>
Alton Square, Alton, IL           $0       $154      $7,641      $0  $11,825       $154    $19,466    $19,620   $1,508 1993 (Note 3)
Amigoland Mall,                    0      1,045       4,518       0      986      1,045      5,504      6,549    1,426 1974 
Brownsville, TX
Anderson Mall, Anderson, SC   19,000      1,838      18,122   1,363    2,197      3,201     20,319     23,520    3,698 1972 
Barton Creek Square,          62,868      4,413      20,699     771   18,893      5,184     39,592     44,776    6,659 1981 
Austin, TX
Battlefield Mall,             49,730      4,040      29,783   3,225   32,636      7,265     62,419     69,684    9,131 1976 
Springfield, MO
Bay Park Square, Green Bay,   24,848      6,997      25,623       0      193      6,997     25,816     32,813    1,051 1996 (Note 4)
WI
Bergen Mall, Paramus, NJ           0     11,020      92,541       0    4,569     11,020     97,110    108,130    3,471 1996 (Note 4)
Biltmore Square, Asheville,   27,534     10,907      19,315       0      793     10,907     20,108     31,015      831 1996 (Note 4)
NC
Boynton Beach Mall, Boynton        0     33,758      67,710       0    1,789     33,758     69,499    103,257    2,805 1996 (Note 4)
Beach, FL
Broadway Square, Tyler, TX         0     11,470      32,450       0    1,586     11,470     34,036     45,506    3,133 1994 (Note 3)
Brunswick Square, East             0      8,436      55,838       0      935      8,436     56,773     65,209    2,284 1996 (Note 4)
Brunswick, NJ
Castleton Square,                  0     45,011      80,963       0    1,234     45,011     82,197    127,208    3,309 1996 (Note 4)
Indianapolis, IN
Charlottesville Fashion            0          0      55,115       0        0          0     55,115     55,115      393 1997 (Note 4)
Square, Charlottesville,
VA
Chautauqua Mall, Jamestown,        0      3,258       9,641       0   10,106      3,258     19,747     23,005      474 1996 (Note 4)
NY
Cheltenham Square,            34,226     14,226      43,799       0    1,371     14,226     45,170     59,396    1,883 1996 (Note 4)
Philadelphia, PA
Chesapeake Square,            49,490     11,533      70,461       0      398     11,533     70,859     82,392    2,866 1996 (Note 4)
Chesapeake, VA
Cielo Vista Mall, El Paso,    57,938      1,307      18,512     608   13,461      1,915     31,973     33,888    7,087 1974 
TX
College Mall, Bloomington,    42,936      1,012      16,245     722   16,995      1,734     33,240     34,974    6,530 1965 
IN
Columbia Center, Kennewick,   42,867     27,170      58,185       0    4,522     27,170     62,707     89,877    2,416 1996 (Note 4)
WA
Cottonwood Mall,                   0     14,010      69,173       0      983     14,010     70,156     84,166    5,507 1993 
Albuquerque, NM
Crossroads Mall, Omaha, NE    41,440        884      37,293     409   22,290      1,293     59,583     60,876    4,547 1994 (Note 3)
Crystal River Mall, Crystal   16,000     11,679      14,252       0    2,376     11,679     16,628     28,307      574 1996 (Note 4)
River, FL
DeSoto Square, Bradenton,     38,880      9,531      52,716       0    2,658      9,531     55,374     64,905    2,235 1996 (Note 4)
FL
Eastern Hills Mall,                0     15,444      47,604       0      468     15,444     48,072     63,516    1,952 1996 (Note 4)
Buffalo, NY
Eastland Mall, Tulsa, OK      30,000      3,124      24,035     518    6,106      3,642     30,141     33,783    4,525 1986 
Edison Mall, Fort Myers, FL   41,000     13,618     108,215       0        0     13,618    108,215    121,833      773 1997 (Note 4)
Fashion Mall at Keystone at   64,772          0     112,952       0        0          0    112,952    112,952        0 1997 (Note 4)
the Crossing,
Indianapolis, IN
Forest Mall, Fond Du Lac,     12,800        754       4,498       0    2,334        754      6,832      7,586    1,431 1973 
WI
Forest Village Park,          20,600      1,212       4,625     757    3,694      1,969      8,319     10,288    1,562 1980 
Forestville, MD
Fremont Mall, Fremont, NE          0         26       1,280     265    2,156        291      3,436      3,727      392 1983 
Golden Ring Mall,             29,750      1,130       8,955     572    8,459      1,702     17,414     19,116    3,523 1974 (Note 3)
Baltimore, MD
Great Lakes Mall,             62,018     14,608     100,362       0    2,166     14,608    102,528    117,136    4,152 1996 (Note 4)
Cleveland, OH
Greenwood Park Mall,          35,960      2,606      23,500   5,275   52,357      7,881     75,857     83,738   11,534 1977 
Greenwood, IN
Gulf View Square, Port        38,157     13,689      39,997       0      401     13,689     40,398     54,087    1,633 1996 (Note 4)
Richey, FL
Heritage Park, Midwest             0        598       6,213       0    1,487        598      7,700      8,298    1,581 1978 
City, OK
Hutchinson Mall, Hutchison,   11,523      1,777      18,427       0    2,903      1,777     21,330     23,107    3,658 1985 
KS
Independence Center,               0      5,539      45,822       0    2,888      5,539     48,710     54,249    4,386 1994 (Note 3)
Independence, MO
Ingram Park Mall, San         55,580        820      17,182     169   13,083        989     30,265     31,254    5,832 1979 
Antonio, TX
Irving Mall, Irving, TX            0      6,736      17,479   2,539   12,858      9,275     30,337     39,612    7,248 1971 
Jefferson Valley Mall,                                                                                                       
Yorktown
     Heights, NY              50,000      4,869      30,304       0    2,910      4,869     33,214     38,083    5,690 1983 
Knoxville Center,                  0      5,269      22,965   3,712   30,601      8,981     53,566     62,547    4,064 1984 
Knoxville, TN
La Plaza, McAllen, TX         50,044      2,194       9,828       0    2,763      2,194     12,591     14,785    2,157 1976 
Lafayette Square,                  0     25,546      43,294       0    4,503     25,546     47,797     73,343    1,813 1996 (Note 4)
Indianapolis, IN
Laguna Hills Mall, Laguna          0     28,074      56,436       0        0     28,074     56,436     84,510      401 1997 (Note 4)
Hills, CA
Lima Mall, Lima, OH           19,166      7,910      35,495       0      586      7,910     36,081     43,991    1,476 1996 (Note 4)
<PAGE>
Lincolnwood Town Center,           0     11,197      63,490      28      138     11,225     63,628     74,853    8,583 1990
Lincolnwood, IL
Longview Mall, Longview, TX   22,100        278       3,602     124    3,459        402      7,061      7,463    1,679 1978 
Machesney Park Mall,               0        613       7,460     120    3,101        733     10,561     11,294    2,319 1979 
Rockford, IL
Markland Mall, Kokomo, IN     10,000          0       7,568       0    1,111          0      8,679      8,679    1,317 1983 
Mc Cain Mall, N. Little       26,059          0       9,515       0    6,326          0     15,841     15,841    3,873 1973 
Rock, AR
Melbourne Square,             39,841     20,552      51,110       0    1,439     20,552     52,549     73,101    2,096 1996 (Note 4)
Melbourne, FL
Memorial Mall, Sheboygan,          0        175       4,881       0      784        175      5,665      5,840    1,025 1980 
WI
Menlo Park Mall, Edison, NJ              65,684     225,131       0        0     65,684    225,131    290,815    1,606 1997 (Note 4)
Miami International Mall,     47,009     18,685      69,959  12,687    3,146     31,372     73,105    104,477   13,352 1996 (Note 4)
Miami, FL
Midland Park Mall, Midland,   22,500        704       9,613       0    4,646        704     14,259     14,963    2,818 1980 
TX
Miller Hill Mall, Duluth,          0      2,537      18,114       0    1,893      2,537     20,007     22,544    3,443 1973 
MN
Mission Viejo Mall, Mission        0      9,139      54,445       0   12,536      9,139     66,981     76,120    2,206 1996 (Note 4)
Viejo, CA
Mounds Mall, Anderson, IN          0          0       2,689       0    1,702          0      4,391      4,391    1,077 1964 
Muncie Mall, Muncie, IN            0        210       5,964      49   18,913        259     24,877     25,136    2,152 1975 
North East Mall, Hurst, TX    22,201      1,440      13,473     784   16,158      2,224     29,631     31,855    1,942 1996 (Note 4)
North Towne Square, Toledo,   23,500        579       8,382       0    1,798        579     10,180     10,759    3,156 1980 
OH
Northgate Mall, Seattle, WA   80,046     89,991      57,873       0   15,802     89,991     73,675    163,666    2,471 1996 (Note 4)
Northwoods Mall, Peoria, IL        0      1,202      12,779   1,449   19,429      2,651     32,208     34,859    6,078 1983 (Note 3)
Oak Court Mall, Memphis, TN              15,673      57,392       0        0     15,673     57,392     73,065      410 1997 (Note 4)
Orange Park Mall,                  0     13,345      65,173       0   10,759     13,345     75,932     89,277    5,986 1994 (Note 3)
Jacksonville, FL
Orland Square, Orland Park,   50,000     36,770     131,054       0        0     36,770    131,054    167,824      545 1997 (Note 4)
IL
Paddock Mall, Ocala, FL       30,347     20,420      30,490       0    3,713     20,420     34,203     54,623    1,265 1996 (Note 4)
Port Charlotte Town Center,                                                                                                  
 Port Charlotte, FL           46,102      5,561      59,381       0       34      5,561     59,415     64,976    2,404 1996 (Note 4)
Prien Lake Mall, Lake              0      1,926       2,829     731   11,386      2,657     14,215     16,872    1,187 1972 
Charles, LA
Promenade,  Woodland Hills,        0     13,072      14,487       0        0     13,072     14,487     27,559      103 1997 (Note 4)
CA
Raleigh Springs Mall,              0      9,137      28,604       0      554      9,137     29,158     38,295    1,193 1996 (Note 4)
Memphis, TN
Randall Park Mall,            33,879      4,421      52,456       0    2,106      4,421     54,562     58,983    2,170 1996 (Note 4)
Cleveland, OH
Richardson Square, Dallas,         0      4,867       6,329   1,075    1,866      5,942      8,195     14,137      353 1996 (Note 4)
TX
Richmond Square, Richmond,         0      3,410      11,343       0    7,928      3,410     19,271     22,681      566 1996 (Note 4)
IN
Richmond Towne Square,             0      2,666      12,112       0    1,050      2,666     13,162     15,828      490 1996 (Note 4)
Cleveland, OH
River Oaks Center, Calumet    32,500     30,884     102,357       0        0     30,884    102,357    133,241      413 1997 (Note 4)
City, IL
Ross Park Mall, Pittsburgh,   60,000     14,557      50,995   9,617   46,014     24,174     97,009    121,183    6,089 1996 (Note 4)
PA
South Hills Village,               0     23,453     126,887       0        0     23,453    126,887    150,340      302 1997 (Note 4)
Pittsburgh, PA
South Park Mall,              24,748        855      13,691      74    2,531        929     16,222     17,151    3,615 1975 
Shreveport, LA
Southern Park Mall,                0     16,982      77,774      97   11,506     17,079     89,280    106,359    3,387 1996 (Note 4)
Youngstown, OH
Southgate Mall, Yuma, AZ           0      1,817       7,974       0    2,969      1,817     10,943     12,760    1,741 1988 (Note 3)
Southtown Mall, Ft. Wayne,         0      2,059      13,288       0      974      2,059     14,262     16,321    6,244 1969 
IN
St Charles Towne Center            0      9,328      52,974   1,180    9,412     10,508     62,386     72,894   10,611 1990 
Waldorf, MD
Summit Mall, Akron, OH             0     25,037      45,036       0    9,551     25,037     54,587     79,624    2,133 1996 (Note 4)
Sunland Park Mall, El Paso,   39,855      2,896      28,900       0    2,291      2,896     31,191     34,087    6,571 1988 
TX
Tacoma Mall, Tacoma, WA       93,656     39,504     125,826       0    2,441     39,504    128,267    167,771    5,177 1996 (Note 4)
Tippecanoe Mall, Lafayette,   46,961      4,320       8,474   5,517   31,314      9,837     39,788     49,625    6,816 1973 
IN
Towne East Square, Wichita,   56,767      9,495      18,479   2,042    8,372     11,537     26,851     38,388    6,082 1975 
KS
Towne West Square, Wichita,        0        988      21,203      76    4,584      1,064     25,787     26,851    5,477 1980 
KS
Treasure Coast Square,        53,953     11,124      73,108       0    1,296     11,124     74,404     85,528    2,972 1996 (Note 4)
Jenson Beach, FL
Tyrone Square, St.                 0     15,638     120,962       0    1,418     15,638    122,380    138,018    4,939 1996 (Note 4)
Petersburg, FL
University Mall, Little            0        123      17,411       0      714        123     18,125     18,248    3,815 1967 
Rock, AR
<PAGE>
University Mall, Pensacola,        0      4,741      26,657       0    1,700      4,741     28,357     33,098    2,610 1994 (Note 3)
FL
University Park Mall, South   59,500     15,105      61,466       0    6,539     15,105     68,005     83,110   14,721 1996 (Note 4)
Bend, IN
Upper Valley Mall,            30,940      8,422      38,745       0      439      8,422     39,184     47,606    1,607 1996 (Note 4)
Springfield, OH
Valle Vista Mall,             34,514      1,398      17,266     372    6,899      1,770     24,165     25,935    4,305 1983 
Harlingen, TX
Virginia Center Commons,           0      9,765      63,098   1,839      397     11,604     63,495     75,099    2,853 1996 (Note 4)
Richmond, VA
Washington Square,            33,541     20,146      41,248       0      546     20,146     41,794     61,940    1,703 1996 (Note 4)
Indianapolis, IN
West Ridge Mall, Topeka, KS   44,288      5,775      34,132     197    3,892      5,972     38,024     43,996    6,070 1988 
White Oaks Mall,              16,500      3,024      35,692   1,153   13,579      4,177     49,271     53,448    5,088 1977 
Springfield, IL
Windsor Park Mall, San        14,811      1,194      16,940     130    3,285      1,324     20,225     21,549    4,189 1976 
Antonio, TX
Woodville Mall, Toledo, OH         0      1,830       4,454       0      339      1,830      4,793      6,623      221 1996 (Note 4)
COMMUNITY SHOPPING CENTERS                                                                                                   
-------------------------
Arvada Plaza, Arvada, CO           0         70         342     608      581        678        923      1,601      207 1966 
Aurora Plaza, Aurora, CO           0         35       5,754       0    1,004         35      6,758      6,793    1,381 1966 
Bloomingdale Court,           29,009      9,735      26,184       0    1,323      9,735     27,507     37,242    3,218 1987 
Bloomingdale, IL
Boardman Plaza, Youngstown,   18,277      8,189      26,355       0    1,479      8,189     27,834     36,023    1,087 1996 (Note 4)
OH
Bridgeview Court,                  0        308       3,638       0       50        308      3,688      3,996      596 1988 
Bridgeview, IL
Brightwood Plaza,                  0         65         128       0      256         65        384        449       93 1965 
Indianapolis, IN
Buffalo Grove Towne Center,                                                                                                  
Buffalo
     Grove, IL                     0      2,044       6,602       0      270      2,044      6,872      8,916      468 1988 
Celina Plaza, El Paso, TX          0        138         815       0       13        138        828        966      144 1977 
Century Mall, Merrillville,        0      2,190       9,589       0    1,376      2,190     10,965     13,155    2,792 1992 (Note 3)
IN
Charles Towne Square,              0        446       1,768     500    8,655        946     10,423     11,369        0 1976 
Charleston, SC
Chesapeake Center,             6,563      5,500      12,279       0       23      5,500     12,302     17,802      498 1996 (Note 4)
Chesapeake, VA
Cohoes Commons, Rochester,         0      1,698       8,426       0       80      1,698      8,506     10,204    1,765 1984 
NY
Countryside Plaza,                 0      1,243       8,507       0      548      1,243      9,055     10,298    1,856 1977 
Countryside, IL
Eastgate Consumer Mall,       22,929        425       4,722     187    2,868        612      7,590      8,202    2,935 1991 (Note 3)
Indianapolis, IN
Eastland Plaza, Tulsa, OK          0        908       3,709       0       11        908      3,720      4,628      506 1987 
Forest Plaza, Rockford, IL    16,904      4,270      16,818     453      455      4,723     17,273     21,996    1,782 1985 
Fox River Plaza, Elgin, IL    12,654      2,907       9,453       0       60      2,907      9,513     12,420    1,016 1985 
Glen Burnie Mall, Glen             0      7,422      22,778       0    2,265      7,422     25,043     32,465      930 1996 (Note 4)
Burnie, MD
Great Lakes Plaza,                 0      1,027       2,025       0    3,073      1,027      5,098      6,125      226 1996 (Note 4)
Cleveland, OH
Greenwood Plus, Greenwood,         0      1,350       1,792       0    4,221      1,350      6,013      7,363      766 1979 (Note 3)
IN
Griffith Park Plaza,               0          0       2,412       0      110          0      2,522      2,522      533 1979 
Griffith, IN
Grove at Lakeland Square,      3,750      5,237       6,016       0      892      5,237      6,908     12,145      305 1996 (Note 4)
The, Lakeland, FL
Hammond Square, Sandy              0          0          27       0        1          0         28         28        5 1974 
Springs, GA
Highland Lakes Center,        14,377     13,950      18,490       0      314     13,950     18,804     32,754      769 1996 (Note 4)
Orlando, FL
Ingram Plaza, San Antonio,         0        421       1,802       4       22        425      1,824      2,249      449 1980 
TX
Keystone Shoppes ,                 0          0      12,550       0        0          0     12,550     12,550        0 1997 (Note 4)
Indianapolis, IN
Knoxville Commons,                 0      3,730       5,345       0    1,608      3,730      6,953     10,683      869 1990 
Knoxville, TN
Lake Plaza, Waukegan, IL           0      2,868       6,420       0      267      2,868      6,687      9,555      654 1986 
Lake View Plaza, Orland       22,169      4,775      17,586       0      445      4,775     18,031     22,806    1,806 1986 
Park, IL
Lima Center Lima, OH               0      1,808       5,151       0        9      1,808      5,160      6,968      204 1996 (Note 4)
Lincoln Crossing, O'Fallon,      997      1,079       2,692       0      268      1,079      2,960      4,039      408 1990 
IL
Mainland Crossing,             2,226      1,850       1,737       0      124      1,850      1,861      3,711       81 1996 (Note 4)
Galveston, TX
Maplewood Square, Omaha, NE        0        466       1,249       0      157        466      1,406      1,872      303 1987 
Markland Plaza, Kokomo, IN         0        210       1,258       0      475        210      1,733      1,943      385 1975 
Martinsville Plaza,                0          0         584       0       45          0        629        629      266 1980 
Martinsville, VA
Marwood Plaza,                     0         52       3,597       0      107         52      3,704      3,756      558 1962 
Indianapolis, IN
Matteson Plaza, Matteson,     11,159      1,830       9,737       0    1,557      1,830     11,294     13,124    1,218 1988 
IL
<PAGE>
Memorial Plaza, Sheboygan,         0        250         436       0      871        250      1,307      1,557      230 1966
WI
Mounds Mall Cinema,                0         88         158       0        1         88        159        247       40 1975 
Anderson, IN
New Castle Plaza, New              0        128       1,621       0      547        128      2,168      2,296      460 1966 
Castle, IN
North Ridge Plaza, Joliet,         0      2,831       7,699       0      374      2,831      8,073     10,904      898 1985 
IL
North Riverside Park Plaza,                                                                                                  
     N. Riverside, IL          7,671      1,062       2,490       0      254      1,062      2,744      3,806      617 1977 
Northland Plaza, Columbus,         0      4,490       8,893       0      360      4,490      9,253     13,743      897 1988 
OH
Northwood Plaza, Fort              0        304       2,922       0      362        304      3,284      3,588      670 1977 
Wayne, IN
Park Plaza, Hopkinsville,          0        300       1,572       0       24        300      1,596      1,896      299 1968 
KY
Regency Plaza, St. Charles,    1,878        616       4,963       0      150        616      5,113      5,729      478 1988 
MO
Sherwood Gardens, Salinas,         0          0       9,106       0        0          0      9,106      9,106      136 1997 (Note 4)
CA
St. Charles Towne Plaza,      30,742      8,780      18,993       0      117      8,780     19,110     27,890    2,067 1987 
Waldorf, MD
Teal Plaza, Lafayette, IN          0         99         878       0    2,712         99      3,590      3,689      148 1986 
Terrace at The Florida         4,688      5,647       4,126       0      956      5,647      5,082     10,729      272 1996 (Note 4)
Mall, Orlando, FL
Tippecanoe Plaza,                  0        265         440     305    4,728        570      5,168      5,738      579 1962 
Lafayette, IN
University Center, South           0      2,388       5,214       0       46      2,388      5,260      7,648    2,197 1996 (Note 4)
Bend, IN
Wabash Village, West               0          0         976       0      203          0      1,179      1,179      232 1976 
Lafayette, IN
Washington Plaza,                  0        942       1,697       0        0        942      1,697      2,639      434 1996 (Note 4)
Indianapolis, IN
West Ridge Plaza, Topeka,      4,612      1,491       4,620       0      508      1,491      5,128      6,619      504 1988 
KS
White Oaks Plaza,             12,345      3,265      14,267       0      188      3,265     14,455     17,720    1,460 1986 
Springfield, IL
Wichita Mall, Wichita, KS          0          0       4,535       0    1,635          0      6,170      6,170    1,184 1981 
Wood Plaza, Fort Dodge, IA         0         45         380       0      760         45      1,140      1,185      216 1967 

SPECIALTY RETAIL CENTERS                                                                                                     
------------------------
The Forum Shops at Caesars,                                                                                                  
     Las Vegas, NV           175,000          0      72,866       0   57,655          0    130,521    130,521   12,508 1992 
Trolley Square, Salt Lake     27,141      4,899      27,539     263    3,661      5,162     31,200     36,362    4,353 1986 (Note 3)
City, UT

MIXED-USE PROPERTIES                                                                                                         
------------------------
New Orleans Centre/CNG                                                                                                       
Plaza,
     New Orleans, LA               0      3,679      41,231       0      725      3,679     41,956     45,635    1,670 1996 (Note 4)
O Hare International                                                                                                         
Center,
     Rosemont, IL                  0        125      60,287       1    8,796        126     69,083     69,209   14,771 1986 
Riverway, Rosemont, IL       131,451      8,738     129,175      16    6,560      8,754    135,735    144,489   28,737 1988 

DEVELOPMENT PROJECTS
-------------------------
Bowie Town Center, Bowie,                 6,000         570       0        0      6,000        570      6,570        0       
MD
Indian River Peripheral,                    826          57       0        0        826         57        883        0 1996 (Note 4)
Vero
     Beach, FL                                                                                                               
Muncie Plaza, Muncie, IN                    625      10,626                         625     10,626     11,251        0       
North East Plaza, Hurst, TX               8,988       2,198       0        0      8,988      2,198     11,186        0       
The Shops at Sunset Place,                                                                                                   
     Miami, FL                23,546     12,297      68,111       0        0     12,297     68,111     80,408        0       
Victoria Ward, Honolulu, HI        0          0       1,400       0        0          0      1,400      1,400        0       
Waterford Lakes, Orlando,          0          0       1,114       0        0          0      1,114      1,114        0       
FL
Other                              0          0         314       0        0          0        314        314                
                          ---------- ----------  ---------- ------- -------- ---------- ---------- ----------  --------       
                          $2,705,333 $1,191,370  $4,802,609 $62,583 $757,503 $1,253,953 $5,560,112 $6,814,065  $448,353       
                          ========== ==========  ========== ======= ======== ========== ========== ==========  ========       
</TABLE>
<PAGE>

                                       
                          SIMON DEBARTOLO GROUP, INC.
                                       
                 NOTES TO SCHEDULE III AS OF DECEMBER 31, 1997
                                       
                            (DOLLARS IN THOUSANDS)



(1)  Reconciliation of Real Estate Properties:

     The changes in real estate assets for the years ended December 31, 1997
and 1996 are as follows:



                                               1997            1996
                                                           
Balance, beginning of year                   $5,273,465      $2,143,925
Acquisitions                                  1,238,909       2,843,287
Improvements                                    312,558         224,605
Disposals                                      (10,867)        (19,579)
Consolidation                                        --          81,227
Balance, close of year                       $6,814,065      $5,273,465

     The aggregate net book value for federal income tax purposes as of
December 31, 1997 was $4,745,605.

(2)  Reconciliation of Accumulated Depreciation:

     The changes in accumulated depreciation and amortization for the years
ended December 31, 1997 and 1996 are as follows:

                                       
                                                 1997           1996
                                                            
Balance, beginning of year                      $270,637        $147,341
Carryover of minority partners'                                          
interest in accumulated                                                  
depreciation of DeBartolo                                                
Properties                                            --          13,505
Depreciation expense                             183,357         120,565
Disposals                                        (5,641)        (10,774)
Balance, close of year                          $448,353        $270,637


     Depreciation of the Company's investment in buildings and improvements
reflected in the statements of operations is calculated over the estimated
original lives of the assets as follows:

     Buildings and Improvements - typically 35 years
     Tenant Inducements - shorter of lease term or useful life

(3) Initial cost represents net book value at December 20, 1993.

(4) Not developed/constructed by the Operating Partnership or the Simons. The
    date of construction represents acquisition date.

<PAGE>                                       
                               INDEX TO EXHIBITS

Exhibits

2.1     Agreement and Plan of Merger among SPG, Sub and DRC, dated as of March
        26, 1996, as amended (included as Annex I to the Prospectus/Joint Proxy
        Statement filed as part of Form S-4 of Simon Property Group, Inc.
        (Registration No. 333-06933))
2.2     Amendment and supplement to Offer to Purchase for Cash all Outstanding
        Beneficial Interests in The Retail Property Trust (incorporated by
        reference to Exhibit 99.1 of the Form 8-K filed by the Operating
        Partnership on September 12, 1997)
2.3     Merger Agreement Between SDC, LP And SPG, LP
2.4     Purchase and Sale Agreement between the The Equitable Life Assurance
        Society of the United States and SM Portfolio Partners
2.5     Agreement and Plan of Merger among the Company and Corporate Property
        Investors and Corporate Realty Consultants, Inc. (incorporated by
        reference to Exhibit 10.1 in the Form 8-K filed by the Company on
        February 24, 1998)
3.1 (c) Amended and Restated Charter
3.2 (c) Amended and Restated Bylaws, incorporated by reference to Annex VIII of
        the Company's Schedule 14A on May 8, 1996.
3.3 (c) Articles Supplementary with respect to the Series B Preferred Stock of
        the Company to the Amended and Restated Charter.
3.4     Articles Supplementary with respect to the Series C Preferred Stock of
        the Company to the Amended and Restated Charter. (incorporated by
        reference to Exhibit 4.1 of the Form 8-K filed by the Company on July
        8, 1997)
3.5     Articles Supplementary with respect to the conversion of the Series A
        Preferred Stock of the Company into Common Stock.
4.2 (a) Secured Promissory Note and Open-End Mortgage and Security Agreement
        from Simon Property Group, L.P. in favor of Principal Mutual Life
        Insurance Company (Pool 2).
4.3     Second Amended and Restated Credit Agreement dated as of December 22,
        1997 among the Operating Partnership and Morgan Guaranty Trust Company
        of New York, Union Bank of Switzerland and Chase Manhattan Bank as Lead
        Agents.
9.1 (a) Voting Trust Agreement, Voting Agreement and Proxy between MSA, on the
        one hand, and Melvin Simon, Herbert Simon and David Simon, on the other
        hand.
10.1    Fifth Amended and Restated Limited Partnership Agreement of Simon
        DeBartolo Group, L.P. (Incorporated by Reference to Exhibit 10.1.1 of
        the Company's Form S-4 (Registration No. 333-06933))
10.3 (a)Noncompetition Agreement dated as of December 1, 1993 between the
        Company and each of Melvin Simon and Herbert Simon.
10.4 (a)Noncompetition Agreement dated as of December 1, 1993 between the
        Company and David Simon.
10.5 (a)Restriction and Noncompetition Agreement dated as of December 1, 1993
        among the Company and the Management Companies.
10.6 (a)Simon Property Group, L.P. Employee Stock Plan.
10.7 (a)Simon DeBartolo Group, Inc. Director Stock Option Plan.
10.8 (c)Restated Indemnity Agreement dated as of August 9, 1996 between the
        Company and its directors and officers.
10.9 (a)Option Agreement to acquire the Excluded Retail Properties. (Previously
        filed as Exhibit 10.10.)
10.10(a)Option Agreement to acquire the Excluded PropertiesLand. (Previously
        filed as Exhibit 10.11.)
10.11(a)Registration Rights Agreement dated as of December 1, 1993 between the
        Company, certain Limited Partners and certain other parties.
        (Previously filed as Exhibit 10.12.)
10.12(a)Option Agreements dated as of December 1, 1993 between the Management
        Company and Simon Property Group, L.P. (Previously filed as Exhibit
        10.20.)
<PAGE>
10.13(a)Option Agreement dated as of December 1, 1993 to acquire Development
        Land. (Previously filed as Exhibit 10.22.)
10.14(a)Option Agreement dated December 1, 1993 between the Management Company
        and Simon Property Group, L.P. (Previously filed as Exhibit 10.25.)
10.15(a)Option Agreement dated December 1, 1993 between Simon Enterprises,
        Inc. and Simon Property Group, L.P. (Previously filed as Exhibit
        10.26.)
10.16(a)Lock-Up Agreement dated December 20, 1993 between MSA and Simon
        Property Group, L.P. (Previously filed as Exhibit 10.27.)
10.17(b)Operating Agreement of Summit Mall Company, L.L.C. dated February 23,
        1995.
10.19   Partnership Agreement of DeBartolo Capital Partnership (the "Financing
        Partnership") (Incorporated by reference to the 1994 DRC Form 10-K
        Exhibit 10(b).)
10.20   Amended and Restated Articles of Incorporation of DPMI (Incorporated by
        reference to the 1994 DRC Form 10-K Exhibit 10(c).)
10.21   Amended and Restated Code of Regulations of DPMI (Incorporated by
        reference to the 1994 DRC Form 10-K Exhibit 10(d).)
10.25   First Amendment to the Corporate Services Agreement between DRC and
        DPMI (Incorporated by reference to the 1995 DRC Form 10-K Exhibit
        10.17.)
10.26   Service Agreement between EJDC and DPMI (Incorporated by reference to
        the 1994 DRC Form 10-K Exhibit 10.(f).)
10.27   Master Services Agreement between DRP, LP and DPMI (Incorporated by
        reference to the 1994 DRC Form 10-K Exhibit 10(g).)
10.28   First Amendment to Master Services Agreement between DRP, LP and DPMI
        (Incorporated by reference to the 1995 DRC Form 10-K Exhibit 10.20.)
10.33   DRC 1994 Stock Incentive Plan (Incorporated by reference to the 1994
        DRC Form 10-K Exhibit 10(k).)
10.34   Purchase Option and Right of First Refusal Agreement between DRP, LP
        and Edward J. DeBartolo (for Northfield Square) (Incorporated by
        reference to the 1994 DRC Form 10-K Exhibit 10(o).)
10.35   Indemnification Agreement between DRC and its directors and officers
        (Incorporated by reference to the 1994 DRC Form 10-K Exhibit 10(u).)
10.36   Amendment to Indemnification Agreement between DRP, LP and the
        directors and officers of DPMI (Incorporated by reference to the 1995
        DRC Form 10-K Exhibit 10.49.)
10.37   Indemnification Agreement between DRP, LP and the directors and
        officers of DPMI (Incorporated by reference to the 1995 DRC Form 10-K
        Exhibit 10.50.)
10.38   Indemnification Agreement between DPMI and its directors and officers
        (Incorporated by reference to the 1995 DRC Form 10-K Exhibit 10.51.)
10.43   Office Lease between DRP, LP and an affiliate of EJDC (Southwoods
        Executive Center) (Incorporated by reference to the 1995 DRC Form 10-K
        Exhibit 10.69.)
10.44   Sublease between DRP, LP and DPMI (Incorporated by reference to the
        1995 DRC Form 10-K Exhibit 10.70.)
10.45   Purchase Option and Right of First Refusal Agreement between DRP, LP
        and Robinson Mall, Inc. (for The Mall at Robinson Town Center)
        (Incorporated by reference to the 1994 DRC Form 10-K Exhibit 10(p)(1).)
10.46   Purchase Option and Right of First Refusal Agreement between DRP, LP
        and EJDC (for SouthPark Center Development Site) (Incorporated by
        reference to the 1994 DRC Form 10-K Exhibit 10(p)(2).)
10.47   Purchase Option and Right of First Refusal Agreement between DRP, LP
        and Washington Mall Associates (for Washington, Pennsylvania Site)
        (Incorporated by reference to the 1994 DRC Form 10-K Exhibit 10(p)(3).)
10.48   Purchase Option and Right of First Offer Agreement between DRP, LP and
        Cutler Ridge Mall, Inc. (for Cutler Ridge Mall) (Incorporated by
        reference to the 1994 DRC Form 10-K Exhibit 10(q)(1).)
10.49   Purchase Option and Right of First Offer Agreement between DRP, LP and
        Almonte, Inc. (for Red Bird Mall) (Incorporated by reference to the
        1994 DRC Form 10-K Exhibit 10(q)(2).)
<PAGE>
10.50   Purchase Option and Right of First Refusal Agreement between DRP, LP
        and DeBartolo-Stow Associates (for University Town Center)
        (Incorporated by reference to the 1994 DRC Form 10-K Exhibit 10(r).)
10.51   Acquisition Option Agreement between DRP, LP and Coral Square
        Associates (for Coral Square) (Incorporated by reference to the 1994
        DRC Form 10-K Exhibit 10(s)(1).)
10.52   Acquisition Option Agreement between DRP, LP and Lakeland Square
        Associates (for Lakeland Square) (Incorporated by reference to the 1994
        DRC Form 10-K Exhibit 10(s)(2).)
10.53 (c)Amended and Restated Articles of Incorporation of SD Property Group,
        Inc.
10.54 (c)Amended and Restated Regulations of SD Property Group, Inc.
10.55 (c)Indemnity Agreement by and between the Company and its new Directors,
        dated as of August 9, 1996
10.56 (c)Contribution Agreement, dated as of June 25, 1996, by and among DRC
        and the former limited partners of SPG, LP., excluding JCP Realty, Inc.
        and Brandywine Realty, Inc.
10.57 (c)JCP Contribution Agreement, dated as of August 8, 1996, by and among
        DRC and JCP Realty, Inc., and Brandywine Realty, Inc.
10.58 (c)Subscription Agreement by and between Day Acquisition Corp., and the
        Purchaser (as defined in this Exhibit)
10.59 (c)Amendment to Service Agreement dated as of August 9, 1996, between
        EJDC and DPMI
10.60 (c)Registration Rights Agreement (the "Agreement"), dated as of August 9,
        1996, by and among the "Simon Family Members" (As defined in the
        Agreement), SPG, Inc., JCP Realty, Inc., Brandywine Realty, Inc., and
        the Estate of Edward J. DeBartolo Sr., Edward J. DeBartolo, Jr., Marie
        Denise DeBartolo York, and the Trusts and other entities listed on
        Schedule 2 of the Agreement, and any of their respective successors-in-
        interest and permitted assigns.
10.61 (c)Fourth Amendment to Purchase Option Agreement, dated as of July 15,
        1996, between JCP Realty, Inc., and DRP, LP.
10.62  Partnership Agreement of SM Portfolio Limited Partnership
10.63  Limited Partnership Agreement of SDG Macerich Properties, L.P.
10.64   Agreement of Limited Partnership of Simon Capital Limited Partnership
21.1    List of Subsidiaries of the Company.
23.1    Consent of Arthur Andersen LLP.
99.1    Agreement dated November 13, 1996 between Simon DeBartolo Group, Inc.
        and Simon DeBartolo Group, L.P. (Incorporated by reference to Amendment
        No. 3 of Form S-3 filed by Simon DeBartolo Group, L.P. and Simon
        Property Group, L.P. on November 20, 1996 under Registration No. 333-
        11491)

    (a)  Incorporated by reference to the exhibit with the same number (or as
     indicated) that was filed with Form 10-K for the fiscal year ended
     December 31, 1993.

    (b)  Incorporated by reference to the exhibit numbered as indicated that
     was filed with Form 10-K for the fiscal year ended December 31, 1995.

    (c)  Incorporated by reference to the exhibit numbered as indicated that
     was filed with Form 10-K for the fiscal year ended December 31, 1996.
<PAGE>

                                                                   EXHIBIT 23.1
                                       
                                       
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                                       
                                       
As independent public accountants, we hereby consent to the incorporation of
our reports, included in this Form 10-K, into Simon DeBartolo Group, Inc.'s
(formerly Simon Property Group, Inc.) previously filed Registration Statement
File Nos. 33-79884, 33-87764, 33-87766, 333-06933, 333-43235, 333-33627 and 333-
43681.




                                   /s/ ARTHUR ANDERSEN LLP
                                   ARTHUR ANDERSEN LLP


Indianapolis, Indiana,
March 19, 1998






                                                                Exhibit 2.3


                           AGREEMENT OF MERGER


           This Agreement of Merger is made as of December 19, 1997,  by
and  between  Simon Property Group, L.P., a Delaware limited partnership
("SPG"), and Simon DeBartolo Group, L.P., a Delaware limited partnership
(the "Operating Partnership").

                                Recitals

           1.    Each of the general partners of the parties hereto deem
it  advisable  that  SPG  merge with and into the Operating  Partnership
pursuant  to  Section  7-211  of the Delaware  Revised  Uniform  Limited
Partnership Act, all on the terms and conditions hereof (the "Merger").

                                Agreement

           In  consideration  of the premises and mutual  covenants  set
forth herein, the parties hereto agree as follows:

           1.    Effective  Time.   The Merger  shall  be  effective  at
11:59 p.m., Eastern time, on December 31, 1997 (the "Effective Time").

           2.   Effects of Merger.  At the Effective Time, SPG shall  be
merged  with  and  into  the  Operating  Partnership  and  the  separate
existence of SPG shall cease.  The Operating Partnership shall  continue
to  be governed by the laws of the State of Delaware.  In addition,  the
Merger shall have such other effects as are specified by Delaware law.

           3.    Cancellation of Units.  At the Effective Time, each  of
the  issued and outstanding partnership units in SPG, by virtue  of  the
Merger  and without any action on the part of the holder thereof,  shall
be  extinguished  and cancelled automatically, without  any  payment  or
other distribution in respect thereof.

           4.    Termination.  Subject to applicable law, this Agreement
of  Merger may be amended, modified, supplemented or abandoned by mutual
consent  of the parties hereto, before or after approval hereof  by  the
limited partners of the parties hereto.

           5.    Counterparts.  This Agreement of Merger may be executed
in  one  or more counterparts, each of which shall be deemed  to  be  an
original, but all of which together shall constitute one agreement.

           6.    Governing  Law.   This Agreement  of  Merger  shall  be
governed  in  all  respects, including, but not  limited  to,  validity,
interpretation,  effect and performance, by the  internal  laws  of  the
State  of Delaware without regard to the principles of conflicts of  law
thereof.
<PAGE> 01
          7.   Section Headings.  The section headings in this Agreement
of Merger have been inserted for convenience of reference only and shall
not affect the meaning or interpretation of this Agreement.

          IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement of Merger to be executed on its behalf.

                              SIMON PROPERTY GROUP, L.P.

                              By:  SIMON DeBARTOLO GROUP, INC.,
                                   as General Partner of Simon Property
                                   Group, L.P.


                                   By:     \s\David Simon

                                   Title:  Chief Executive Officer


                              SIMON DeBARTOLO GROUP, L.P.

                              By:  SD PROPERTY GROUP, INC.,
                                   as Managing General Partner of Simon
                                   DeBartolo Group, L.P.


                                   By:     \s\David Simon

                                   Title:  Chief Executive Officer
<PAGE> 02

                                                                Exhibit 2.4

                                                                


                      THE EQUITABLE LIFE ASSURANCE
                      SOCIETY OF THE UNITED STATES,
                                 Seller,
                                   and
                          SM PORTFOLIO PARTNERS
                                Purchaser.


                          _____________________

                       PURCHASE AND SALE AGREEMENT
                          _____________________



                            December 12, 1997

                                Premises

Eastland Mall                   NorthPark Mall
Evansville, Indiana             Davenport, Iowa

Empire East                     Rushmore Mall
Sioux Falls, South Dakota       Rapid City, South Dakota

Empire Mall                     Southern Hills Mall
Sioux Falls, South Dakota       Sioux City, Iowa
     
Granite Run Mall                SouthPark Mall
Media, Pennsylvania             Moline, Illinois

Lake Square Mall                Southridge Mall
Leesburg, Florida               Des Moines, Iowa
     
Lindale Mall                    Valley Mall
Cedar Rapids, Iowa              Harrisonburg, Virginia
     
Mesa Mall                  
Grand Junction, Colorado
     




                            TABLE OF CONTENTS

Article   Page

1.  Definitions                                                         2

2.  Agreement to Sell and Purchase                                      10

3.  Purchase Price; Existing Financing                                  10
  3.1  Purchase Price.                                                  10
  3.2  Escrow Provisions                                                11
  3.3  Existing Financing                                               13

4.  Permitted Encumbrances                                              14

5.  The Closing                                                         15
  5.1  Closing Date                                                     15
  5.2  Actions at Closing                                               16

6.  Apportionments                                                      16
  6.1  Rents                                                            16
  6.2  Leasing Costs                                                    21
  6.3  Ancillary Income.                                                22
  6.4  Additional Items                                                 22
  6.5  Adjustment Statement                                             25
  6.6  Tenant Note Obligations  25
  6.7  Survival  26

7.   Actions to be Taken and Documents to be Delivered at or Prior 
     to the Closing                                                     26
  7.1  Equitable's Deliveries                                           26
  7.2  Purchaser's Deliveries                                           30
  7.3  Access to Records                                                31

8.  Malls Conveyed As Is; Representations and Warranties of Equitable   31
  8.1  No Implied Representations                                       31
  8.2  "As-Is" Purchase                                                 32
  8.3  Representations and Warranties of Equitable                      33
  8.4  Effect of Estoppels                                              40
  8.6  Survival of Equitable's Warranties, etc.                         41

9.  Representations and Warranties of Purchaser                         43
  9.1  Purchaser's Warranties                                           43
  9.2  Remaking of Warranties; Survival                                 44

10.  Conditions to the Obligation of Equitable to Close                 44
  10.1  Purchase Price                                                  44
  10.2  Representations and Warranties                                  44
  10.3  Performance of Obligations                                      44
  10.4  Required Consents                                               44
  10.5  Rating Agency Approval                                          44

11.  Conditions to the Obligation of Purchaser to Close                 45
  11.1  Representations and Warranties                                  45
  11.2  Performance of Obligations                                      45
  11.3  Title                                                           45
  11.4  Estoppels                                                       45
  11.5  Required Consents                                               45
  11.6  Rating Agency Approval                                          45

12.  Risk of Loss                                                       45
  12.1  Substantial Casualty                                            45
  12.2  Substantial Taking                                              46
  12.3  Other Casualty or Taking                                        47

13.  Operation of the Malls Until Closing                               47
  13.1  Standard of Operation                                           47
  13.2  Leasing                                                         48

14.  Title to the Mall                                                  49
  14.1  Title Defects                                                   49
  14.2  Waiver by Purchaser                                             50
  14.3  Deeds Full Performance; Survival                                50

15.  Brokers, etc.                                                      50
  15.1  Equitable's Representation                                      50
  15.2  Purchaser's Representation                                      50
  15.3  Survival                                                        51

16.  Default; Remedies                                                  51
  16.1  Purchaser's Default                                             51
  16.2  Equitable's Default                                             51
  16.3  Survival                                                        52

17.  Estoppels.                                                         52
  17.1  Required Estoppels.                                             52
  17.2  Additional Estoppels                                            53
  17.3  No Default.                                                     53
  17.4  Seller's Estoppels                                              53

18.  Notices                                                            55

19.  Further Assurances                                                 56

20.  Captions                                                           57

21.  Governing Law; Construction                                        57

22.  Entire Agreement; No Third Party Beneficiary, etc.                 57

23.  Waivers; Extensions                                                58

24.  Pronouns                                                           58

25.  Transaction Expenses; Fees and Disbursements of Counsel, etc.      58
  25.1  Transaction Expenses                                            58
  25.2  Other Expenses                                                  58
  25.3  Financial Statements; Appraisals                                59
  25.4  Survival                                                        59

26.  Assignment                                                         59

27.  Counterparts                                                       59

28.  No Recording                                                       59

29.  Unitary Transaction                                                60

30.  Prevailing Party's Attorneys' Fees.                                60

31.  Radon Gas Notification.                                            60

32.  Energy-Efficiency Rating Disclosure.                               60

33.  Waiver of Jury Trial.                                              60




                          Schedule of Exhibits

Exhibit A-1         Description of Land - Eastland Mall
Exhibit A-2         Description of Land - Empire East
Exhibit A-3         Description of Land - Empire Mall
Exhibit A-4         Description of Land - Granite Run Mall
Exhibit A-5         Description of Land - Lake Square Mall
Exhibit A-6         Description of Land - Lindale Mall
Exhibit A-7         Description of Land - Mesa Mall
Exhibit A-8         Description of Land - NorthPark Mall
Exhibit A-9         Description of Land - Rushmore Mall
Exhibit A-10        Description of Land - Southern Hills Mall
Exhibit A-11        Description of Land - SouthPark Mall
Exhibit A-12        Description of Land - Southridge Mall
Exhibit A-13        Description of Land - Valley Mall
Exhibit B           List of Documents Comprising the Mortgage
Exhibit C           List of Documents Comprising the Ground Leases
Exhibit D           List of Documents Comprising the Operating Agreements
Exhibit E           List of Documents Comprising the Other Agreements
Exhibit F           Permitted Encumbrances
Exhibit G           Surveys
Exhibit H           [reserved]
Exhibit I           Tenant Notes
Exhibit J           Environmental Reports
Exhibit K           Schedule of Leases
Exhibit L           Schedule of Violations
Exhibit M           Schedule of Pending Litigation
Exhibit N           Form of Assignment of Ground Lease
Exhibit O           Form of Assignment of Operating Agreements
Exhibit P           Form of Assignment of Leases
Exhibit Q           Form of Assignment of Other Agreements
Exhibit R           Form of General Assignment
Exhibit S           Schedule of Delinquencies
Exhibit T           Pending Condemnation
Exhibit U           Anchor Estoppel Letter (Operating Agreements)
Exhibit V           Tenant Estoppel Letter
Exhibit W           Required Consents
Exhibit X           Schedule of Material Personal Property
Exhibit Y           Seller's Representation Certificate
Exhibit Z           Pending Lease Transactions
Exhibit AA          Ground Lessor Estoppel Letter





          THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made as
of the 12th day of December, 1997, by and between THE EQUITABLE LIFE
ASSURANCE SOCIETY OF THE UNITED STATES, a New York corporation with an
office at 1290 Avenue of the Americas, New York, New York 10104
("Equitable"), as Seller, and SM PORTFOLIO PARTNERS, a Delaware general
partnership with an office at 115 West Washington Street, Indianapolis,
Indiana  46204 ("Purchaser"), as Purchaser.
                          W I T N E S S E T H :
          WHEREAS, Equitable is owner in fee (other than the portions
thereof owned by Anchors and the portions of Eastland Mall, Empire Mall
and Southridge Mall that are leasehold interests) of (i) Eastland Mall,
a regional shopping mall located in Evansville, Indiana, (ii) Empire
East, a community shopping center located in Sioux Falls, South Dakota,
(iii) Empire Mall, a regional shopping mall located in Sioux Falls,
South Dakota, (iv) Granite Run Mall, a regional shopping mall located in
Media, Pennsylvania, (v) Lake Square Mall, a regional shopping mall
located in Leesburg, Florida, (vi) Lindale Mall, a regional shopping
mall located in Cedar Rapids, Iowa, (vii) Mesa Mall, a regional shopping
mall located in Grand Junction, Colorado, (viii) NorthPark Mall, a
regional shopping mall located in Davenport, Iowa, (ix) Rushmore Mall, a
regional shopping mall located in Rapid City, South Dakota, (x) Southern
Hills Mall, a regional shopping mall located in Sioux City, Iowa, (xi)
SouthPark Mall, a regional shopping mall located in Moline, Illinois,
(xii) Southridge Mall, a regional shopping mall located in Des Moines,
Iowa, and (xiii) Valley Mall, a regional shopping mall located in
Harrisonburg, Virginia, each of which is more particularly described in
and is the subject of this Agreement.
          WHEREAS, Equitable desires to sell such shopping malls and
center to Purchaser, and Purchaser desires to purchase such shopping
malls and center from Equitable, subject to and upon all of the terms,
covenants and conditions of this Agreement.
          NOW, THEREFORE, in consideration of the premises and the
mutual undertakings in this Agreement, the parties hereto agree as
follows:
<PAGE> 01
     1.  Definitions.
          Wherever used in this Agreement, the following terms shall
have the meanings set forth in this Article 1 unless the context of this
Agreement clearly requires another interpretation:
          "Adjoining Owners" - shall mean, with respect to each Mall,
all owners of stores on sites at such Mall or adjacent to such Mall
which are owned or ground leased by such owners, which stores are
operated in conjunction with the Mall pursuant to an Operating
Agreement.
          "Adjoining Properties" - shall mean, with respect to each
Mall, the land and/or the improvements thereon of Adjoining Owners which
are not part of but are operated in conjunction with such Mall under the
terms of one or more Operating Agreements.
          "Adjustment Point" - shall have the meaning set forth in
Article 6.
          "Allocated Price" - shall have the meaning set forth in
Section 12.1.
          "Anchor" - shall mean a Tenant or Adjoining Owner occupying a
store containing more than 50,000 square feet of gross leasable area.
               "Appurtenances" - shall mean, with respect to each Mall
     and the applicable Land, all right, title and interest, if any, of
     Equitable in and to the following:   all land lying in the bed of
     any street, highway, road or avenue, open or proposed, public or
     private, in front of or adjoining the Land, to the center line
     thereof;  all rights of way, highways, public places, easements,
     appendages, appurtenances, sidewalks, alleys, strips and gores of
     land adjoining or appurtenant to the Land which are now or
     hereafter used in connection with the Mall;  all awards to be made
     in lieu of any of the foregoing (other than any condemnation award
     made as a result of the pending condemnation (or agreement in lieu
     thereof) of a portion of the Lindale Mall), or for damages to the
     Land by reason of the change of grade of any street, highway, road
     or avenue; and (d) all easements, rights and privileges benefiting
     the applicable Land, including, without limitation, those under the
     applicable Operating Agreements.
          "Bill of Sale" - shall mean each bill of sale to the Personal
Property to be delivered at the Closing as provided in subsection 7.1.3.
          "Broker" - shall have the meaning set forth in Section 15.1.
          "Business Day" - shall mean any day other than a Saturday, a
Sunday or a day on which national banking institutions located in New
York City are authorized or required to close.
<PAGE> 02         
         "Casualty" - shall mean any damage to or destruction of any
Mall or any portion thereof caused by fire or other casualty, whether or
not insured.
          "Closing" - shall mean the closing of the sale of the Malls by
Equitable to Purchaser provided for in Article 5.
          "Closing Date" - shall have the meaning set forth in Section
5.1.
          "Deed"- shall have the meaning set forth in subsection 7.1.1.
          "Eastland Mall" - shall mean, with respect to the premises
described in Exhibit A-1 hereto, collectively, the Land (or, in the case
of that portion of the Land which is leased by Equitable under a Ground
Lease, Equitable's leasehold interest therein), the Appurtenances, the
Improvements, the Personal Property, the Leases, the Operating
Agreements, the Other Agreements and the Intangible Personal Property.
          "Empire East" - shall mean, with respect to the premises
described in Exhibit A-2 hereto, collectively, the Land, the
Appurtenances, the Improvements, the Personal Property, the Leases, the
Operating Agreements, the Other Agreements and the Intangible Personal
Property.
          "Empire Mall" - shall mean, with respect to the premises
described in Exhibit A-3 hereto, collectively, the Land (or, in the case
of that portion of the Land what is leased by Equitable under a Ground
Lease, Equitable's leasehold interest therein), the Appurtenances, the
Improvements, the Personal Property, the Leases, the Operating
Agreements, the Other Agreements and the Intangible Personal Property.
          "Equitable's Copy" or "Equitable's Copies" - shall mean
Equitable's executed counterpart of the instrument in question or, if an
executed counterpart is not in Equitable's or the Managing Agent's
possession, such conformed or photostatic copies as may be in
Equitable's, ERE's or the Managing Agent's possession.
          "ERE" - shall mean ERE Yarmouth, a member of the Lend Lease
Group and the name under which Equitable Real Estate Investment
Management, Inc. now conducts business.
          "Excepted Items" - shall mean, with respect to each Mall:  (i)
all items of personal property owned by Tenants, subtenants, independent
contractors, business invitees, utilities or Adjoining Owners; (ii) all
items of personal property used in connection with the Mall which are
not owned but are leased by Equitable, it being understood that at the
Closing such leases are to be assigned by Equitable to Purchaser without
additional consideration to Equitable beyond the Purchase Price; and
<PAGE> 03
(iii) all cash on hand, checks, money orders, accounts receivable
(subject to the provisions of Article 6) and prepaid postage in postage
meters.
          "Exhibits" - shall mean the exhibits attached to this
Agreement, each of which shall be deemed to form part of this Agreement
whether or not so stated in this Agreement.
          "Existing Financing" - shall mean that certain financing with
respect to all of the Malls evidenced by those certain collateralized
fixed and floating rate notes in the aggregate principal sum of
$485,000,000 issued by Equitable, which notes are secured by, inter
alia, those documents and instruments more particularly described on
Exhibit B hereto.
          "Governmental Authorities" - shall mean all agencies, bureaus,
departments and officials of federal, state, county, municipal and local
governments and public authorities having jurisdiction over the
applicable Mall or any part thereof.
          "Granite Run Mall" - shall mean, with respect to the premises
described in Exhibit A-4 hereto, collectively, the Land, the
Appurtenances, the Improvements, the Personal Property, the Leases, the
Operating Agreements, the Other Agreements and the Intangible Personal
Property.
          "Ground Leases " - shall means those certain ground leases
pursuant to which Equitable leases the land underlying portions of the
Eastland Mall, the Empire Mall and the Southridge Mall, which ground
leases are described in Exhibit C annexed hereto.
          "Impositions" - shall mean, with respect to each Mall, all
real estate and personal property taxes, general and special
assessments, water and sewer charges, license fees and other fees and
charges assessed or imposed by Governmental Authorities upon the
applicable Property, Intangible Personal Property and/or Personal
Property.
          "Improvements" - shall mean, with respect to each Mall, all
buildings, facilities, structures and improvements now located or
hereafter erected on the Land, and all fixtures constituting a part
thereof; provided, however, that in the case of buildings or other
improvements owned by Adjoining Owners and erected on a portion of the
Land leased by Equitable to such Adjoining Owner, "Improvements" shall
mean Equitable's reversionary interest as ground lessor in and to such
buildings and improvements.
          "Income" - shall have the meaning set forth in subsection
3.2.1
<PAGE> 04     
          "Intangible Personal Property" - shall mean, with respect to
each Mall, all right, title and interest of Equitable in and to all
intangible personal property used in connection with the operation of
the Mall and including, without limitation, good will, going concern
value, radius restriction and operating agreements of Tenants and
Anchors, all telephone numbers listed after the name of the Mall, all
names, trade names, designations, logos and service marks, and the
appurtenant good will, used in connection with operation of the Mall
(other than the names or variations thereof of Equitable, the Managing
Agent, Adjoining Owners and Tenants), the right to own, develop, lease
and manage the Malls and all similar items of intangible personal
property owned by Equitable and utilized solely in connection with the
operation of the Mall (excluding items which would be treated as
Excepted Items).
          "knowledge" or "notice" - with respect to Equitable shall
mean, without independent investigation other than inquiry of and review
of Equitable's warranties and representations set forth herein with the
Managing Agent, the actual knowledge of or written notice received by
any of William Horvath, Suman Gera and Douglas Healy.
          "Lake Square Mall" - shall mean, with respect to the premises
described in Exhibit A-5 hereto, collectively, the Land, the
Appurtenances, the Improvements, the Personal Property, the Leases, the
Operating Agreements, the Other Agreements and the Intangible Personal
Property.
          "Land" - shall mean the following: with respect to Eastland
Mall, all those certain lots, pieces or parcels of land situate, lying
and being in the County of Vanderburgh, State of Indiana, more
particularly described in Exhibit A-1 annexed hereto and made a part
hereof; with respect to Empire East, all those certain lots, pieces or
parcels of land situate, lying and being in the County of Minnehaha,
State of South Dakota, more particularly described in Exhibit A-2
annexed hereto and made a part hereof; with respect to Empire Mall, all
those certain lots, pieces or parcels of land situate, lying and being
in the County of Minnehaha, State of South Dakota, more particularly
described in Exhibit A-3 annexed hereto and made a part hereof; with
respect to Granite Run Mall, all those certain lots, pieces or parcels
of land situate, lying and being in the County of Delaware, State of
Pennsylvania, more particularly described in Exhibit A-4 annexed hereto
and made a part hereof; with respect to Lake Square Mall, all those
certain lots, pieces or parcels of land situate, lying and being in the
County of Lake, State of Florida, more particularly described in Exhibit
<PAGE> 05
A-5 annexed hereto and made a part hereof; with respect to Lindale Mall,
all those certain lots, pieces or parcels of land situate, lying and
being in the County of Linn, State of Iowa, more particularly described
in Exhibit A-6 annexed hereto and made a part hereof; with respect to
Mesa Mall, all those certain lots, pieces or parcels of land situate,
lying and being in the County of Mesa, State of Colorado, more
particularly described in Exhibit A-7 annexed hereto and made a part
hereof; with respect to NorthPark Mall, all those certain lots, pieces
or parcels of land situate, lying and being in the County of Scott,
State of Iowa, more particularly described in Exhibit A-8 annexed hereto
and made a part hereof; with respect to Rushmore Mall, all those certain
lots, pieces or parcels of land situate, lying and being in the County
of Pennington, State of South Dakota, more particularly described in
Exhibit A-9 annexed hereto and made a part hereof; with respect to
Southern Hills Mall, all those certain lots, pieces or parcels of land
situate, lying and being in the County of Woodbury, State of Iowa, more
particularly described in Exhibit A-10 annexed hereto and made a part
hereof; with respect to SouthPark Mall, all those certain lots, pieces
or parcels of land situate, lying and being in the County of Rock
Island, State of Illinois, more particularly described in Exhibit A-11
annexed hereto and made a part hereof; with respect to Southridge Mall,
all those certain lots, pieces or parcels of land situate, lying and
being in the County of Polk, State of Iowa, more particularly described
in Exhibit A-12 annexed hereto and made a part hereof; and with respect
to Valley Mall, all those certain lots, pieces or parcels of land
situate, lying and being in the City of Harrisonburg, State of Virginia,
more particularly described in Exhibit A-13 annexed hereto and made a
part hereof; in each case together with the Appurtenances.
          "Leases" - shall mean, with respect to each Mall, all leases,
licenses, concessions and other forms of agreement, written or oral,
however denominated, wherein Equitable (as a party named therein or the
successor thereto) grants to any party or parties, other than the
Managing Agent, the right of exclusive use or occupancy of any portion
of the Mall, and all renewals, modifications, amendments, guaranties and
other agreements affecting the same, but expressly excluding the
Operating Agreements.
          "Leasing Costs" - shall have the meaning set forth in Section
6.2.
          "Legal Requirements" - shall mean, with respect to each Mall,
all statutes, laws, ordinances, rules, regulations, executive orders and
requirements of all Governmental Authorities which are applicable to
<PAGE> 06
such Mall or any part thereof or the use or manner of use thereof, or to
the owner, Tenants or occupants thereof in connection with such owner
ship, occupancy or use.
          "Letter(s) of Credit" - shall have the meaning set forth in
subsection 3.1.1.
          "Lindale Mall" - shall mean, with respect to the premises
described in Exhibit A-6 hereto, collectively, the Land, the
Appurtenances, the Improvements, the Personal Property, the Leases, the
Operating Agreements, the Other Agreements and the Intangible Personal
Property.
          "Mall" - shall mean any of Eastland Mall, Empire East, Empire
Mall, Granite Run Mall, Lake Square Mall, Lindale Mall, Mesa Mall,
NorthPark Mall, Rushmore Mall, Southern Hills Mall, SouthPark Mall,
Southridge Mall and Valley Mall, and "Malls" shall mean all of the
foregoing.
          "Management Agreement" - shall mean the agreement for the
management and leasing of the Malls dated as of February 1, 1994 between
Seller and the Managing Agent, as heretofore amended.
          "Managing Agent" - shall mean General Growth Management Inc.
          "Mesa Mall" - shall mean, with respect to the premises
described in Exhibit A-7 hereto, collectively, the Land, the
Appurtenances, the Improvements, the Personal Property, the Leases, the
Operating Agreements, the Other Agreements and the Intangible Personal
Property.
          "Mortgage" - shall mean that certain Mortgage, Deed of Trust,
Security Agreement, Assignment of Leases and Rents, Fixture Filing and
Financing Statement dated and effective as of May 29, 1996 among
Equitable, as Mortgagor, W. Allen Ames, Jr., as Deed Trustee (solely
with respect to Valley Mall), Mesa County Public Trustee, as Deed
Trustee (solely with respect with Mesa Mall) and State Street Bank and
Trust Company, as Trustee, which encumbers each of the Malls, and
related agreements and instruments which evidence or secure the Existing
Financing, the documents comprising which are listed in Exhibit B.
          "NorthPark Mall" - shall mean, with respect to the premises
described in Exhibit A-8 hereto, collectively, the Land, the
Appurtenances, the Improvements, the Personal Property, the Leases, the
Operating Agreements, the Other Agreements and the Intangible Personal
Property.
          "Operating Agreement" - shall mean, with respect to each Mall,
each reciprocal easement and operating agreement or ground lease, as
amended, by and between Equitable or its predecessor in title to the
<PAGE> 07
Mall and an Adjoining Owner, the documents comprising which are listed
in Exhibit D.
          "Other Agreements" - shall mean, with respect to each Mall,
all contracts, agreements and documents pertaining to the Mall to which
Equitable or its predecessor in interest is a party and by which
Equitable is bound, other than the Ground Leases, the Operating
Agreements, the Management Agreement, the Mortgage and the Leases, and
including without limitation, all service contracts, construction
contracts, leases of personal property and utility agreements, the
documents comprising which are listed in Exhibit E.
          "Permitted Encumbrances" - shall have the meaning set forth in
Section 4.1.
          "Personal Property" - shall mean, with respect to each Mall,
all apparatus, machinery, devices, appurtenances, equipment, furniture,
furnishings, promotional and marketing fund accounts and other items of
personal property (other than Intangible Personal Property and the
Excepted Items) owned by Equitable and located at and used in connection
with the ownership, operation or maintenance of the Mall.
          "Property" - shall mean, with respect to each Mall, the Land,
the Appurtenances and the Improvements.
          "Purchase Price" - shall have the meaning set forth in Section
3.1.
          "Rating Agencies - shall mean Moody's Investors Service, Inc.
and Fitch Investors Service, L.P.
          "Rating Agency Approval" - shall mean the approval, pursuant
to Section 19.1 of the Mortgage, by each of the Rating Agencies of the
conveyance of the Malls to Purchaser subject to, and the assumption by
Purchaser of, the Existing Financing.
          "Recording Office" - shall mean, with respect to each Mall,
the appropriate office or offices in the state in which the Mall is
located for the recording or filing of the documents to be delivered at
Closing which are to be recorded or filed therein.
          "Rents" - shall mean all fixed, minimum, additional,
percentage, overage and escalation rents, common area and/or mall mainte
nance charges, advertising and promotional charges, insurance charges,
rubbish removal charges, sprinkler charges, shoppers aid charges, water
charges, utility charges, HVAC charges and other amounts payable under
the Leases or the Operating Agreements.
<PAGE> 08    
          "Required Consents" shall have the meaning specified in
subsection 8.3.3.
          "Rushmore Mall" - shall mean, with respect to the premises
described in Exhibit A-9 hereto, collectively, the Land, the
Appurtenances, the Improvements, the Personal Property, the Leases, the
Operating Agreements, the Other Agreements and the Intangible Personal
Property.
          "Southern Hills Mall" - shall mean, with respect to the
premises described in Exhibit A-10 hereto, collectively, the Land, the
Appurtenances, the Improvements, the Personal Property, the Leases, the
Operating Agreements, the Other Agreements and the Intangible Personal
Property.
          "SouthPark Mall" - shall mean, with respect to the premises
described in Exhibit A-11 hereto, collectively, the Land, the
Appurtenances, the Improvements, the Personal Property, the Leases, the
Operating Agreements, the Other Agreements and the Intangible Personal
Property.
          "Southridge Mall" - shall mean, with respect to the premises
described in Exhibit A-12 hereto, collectively, the Land (or, in the
case of this portion of the Land which is leased by Equitable under a
Ground Lease, Equitable's leasehold interest therein), the
Appurtenances, the Improvements, the Personal Property, the Leases, the
Operating Agreements, the Other Agreements and the Intangible Personal
Property.
          "Substantial Casualty" - shall mean a Casualty with respect to
which the cost to repair or restore the affected Improvements
substantially to their condition prior to such Casualty exceeds
$2,000,000.
          "Substantial Taking" - shall mean a Taking which shall have a
material adverse effect on the value of the Malls taken as a whole.
          "Taking" shall mean a taking of all or any portion of the Land
and/or improvements in condemnation or by exercise of the power of
eminent domain or by an agreement in lieu thereof.
          "Tenants" - shall mean the tenants, licensees, concessionaires
or other users or occupants under Leases.
          "Title Company" shall mean Commonwealth Land Title Insurance
Company,   Interstate Title Services, as agent.
<PAGE> 09          
          "Valley Mall" - shall mean, with respect to the premises
described in Exhibit A-13 hereto, collectively, the Land, the
Appurtenances, the Improvements, the Personal Property, the Leases, the
Operating Agreements, the Other Agreements and the Intangible Personal
Property.
          "Violations" - shall mean, with respect to each Mall,
violations of Legal Requirements existing with respect to the Mall.
    2.   Agreement to Sell and Purchase.  Upon and subject to the terms
and conditions of this Agreement, Equitable agrees to sell and convey
the Malls to Purchaser and Purchaser agrees to purchase the Malls from
Equitable.
    3.   Purchase Price; Existing Financing.
      3.1  Purchase Price.  The aggregate purchase price (the "Purchase
Price") for the Malls is Nine Hundred Seventy-Four Million Five Hundred
Thousand and No/100 Dollars ($974,500,000), and shall be payable as
follows:
         3.1.1     Twenty-Five Million and No/100 Dollars ($25,000,000)
(the "Deposit") shall be paid by Purchaser to Escrow Agent
simultaneously herewith, by wire transfer of immediately available
federal funds to an account designated by Escrow Agent or by Purchaser's
delivering to Equitable one or more clean, irrevocable letters of credit
with Equitable as the beneficiary, the form of each of which is
reasonably acceptable to Equitable (the "Letter(s) of Credit").  If
Letter(s) of Credit are delivered by Purchaser to Equitable:  (i) if the
Closing occurs the Letter(s) of Credit shall be redelivered by Equitable
to Purchaser and the "Remaining Balance" (as defined in subsection
3.1.2) shall in such case be increased by the amount of the Letter(s) of
Credit; and (ii) if Equitable shall be holding any Letter of Credit
thirty (30) days prior to the expiration date thereof and Purchaser
shall not theretofore have delivered to Equitable an endorsement to such
Letter of Credit signed by the issuer thereof extending such expiration
date for a minimum of thirty (30) days or a replacement Letter of Credit
bearing an expiration date at least thirty (30) days following the
expiration date of the original Letter of Credit, Equitable shall have
the right to draw the full amount of such Letter of Credit and, unless
Equitable is then entitled to retain the proceeds of such Letter of
Credit pursuant to the terms of this Agreement, such proceeds shall be
paid to Escrow Agent (as hereinafter defined) to be held and disposed of
in accordance with Section 3.2.
<PAGE> 10
         3.1.2   The balance of the Purchase Price, plus or minus
adjustments and credits provided for in Article 6 and any other
applicable provisions of this Agreement (the "Remaining Balance") shall
be paid as follows:  (i) that portion of the Remaining Balance which
equals the outstanding principal balance of the Existing Financing on
the Closing Date shall be paid by Purchaser's accepting title to the
Malls subject to and assuming the Existing Financing; and (ii) the
balance of the Remaining Balance shall be paid in cash at the Closing,
by wire transfer of immediately available federal funds to an account
designated by Equitable.
       3.2   Escrow Provisions.
          3.2.1      If the Deposit is paid in cash, the Title Company
(referred to in this Section and sometimes in other sections hereof as
"Escrow Agent") shall hold the Deposit in escrow in an interest-bearing
bank account in an institution acceptable to Equitable and Purchaser, or
in such other type or types of investments as may be agreed to in
writing by Equitable and Purchaser, until the Closing or such other time
as is specified herein, and shall pay over or apply the Deposit in
accordance with the terms of this Section 3.2.  All interest or other
income earned on the Deposit (the "Income") shall be paid to or applied
for the benefit of Purchaser unless the Deposit is to be paid to
Equitable as provided in Section 16.1, in which case the Income shall be
paid to Equitable.  The party that receives the Income or the benefit
thereof shall be responsible for paying any income taxes thereon.  The
tax identification numbers of the parties hereto shall be furnished to
Escrow Agent upon request.
           3.2.2   If the Closing occurs, the Deposit shall be paid to
Equitable and credited against the Purchase Price and the Income shall
be paid to or at the direction of Purchaser.  If this Agreement is
terminated pursuant to Section 16.1, the Deposit and the Income shall be
paid to Equitable as liquidated and agreed upon damages for Purchaser's
default.  If the Closing does not occur for any reason other than
termination of this Agreement pursuant to Section 16.1, then, subject to
the provisions of Section 16.2, the Deposit and the Income shall be paid
to Purchaser.
           3.2.3     Escrow Agent shall not be required to make any
disposition of the Deposit or the Income unless (i) Escrow Agent is
directed to do so in writing by Equitable and Purchaser or (ii) Escrow
Agent is directed to do so in writing by the party which claims to be
entitled to receive the Deposit and the Income and the other party does
<PAGE> 11
not object to such disposition within ten (10) days after written notice
of such direction is given by Escrow Agent to the other party or (iii)
Escrow Agent is directed to do so by a final order or judgment of a
court as hereinafter provided.  The notice given by Escrow Agent
pursuant to clause (ii) above shall state in capital letters that
failure of the addressee to object to the disposition of the Deposit and
the Income described in such notice within ten (10) days after the
giving thereof shall constitute a waiver of the addressee's right to
contest or object to such disposition.  In the event that any dispute
shall arise with respect to the entitlement of either party to the
Deposit or the Income, Escrow Agent shall continue to hold the Deposit
and the Income until otherwise directed by written instruction from
Equitable and Purchaser or a final order or judgment of a court of
competent jurisdiction entered in an action or proceeding to which
Escrow Agent is a party.  In addition, in the event of any such dispute,
Escrow Agent shall have the right at any time to commence an action in
interpleader and to deposit the Deposit and/or the Income with the clerk
of a court of appropriate jurisdiction in the State of New York.  Upon
the commencement of such action and the making of such deposit, Escrow
Agent shall be released and discharged from and of all further
obligations and responsibilities hereunder.  For the purposes of this
subsection 3.2.3, no dispute shall be deemed to exist as to entitlement
of either party to the Deposit and the Income if the party receiving
notice from Escrow Agent pursuant to clause (ii) of this subsection
3.2.3 objects to the disposition of the Deposit and the Income provided
for in such notice more than ten (10) days after the giving of such
notice by Escrow Agent.
         3.2.4   The parties hereto acknowledge that Escrow Agent is
acting solely as a stakeholder at their request and for their
convenience, that with respect to the Deposit and the Income Escrow
Agent shall not be deemed to be the agent of any of the parties hereto
and that Escrow Agent shall not be liable to either of the parties
hereto for any act or omission on its part unless taken or suffered in
bad faith, in willful disregard of this Agreement or involving gross
negligence on the part of Escrow Agent.  Escrow Agent may act upon any
instrument or other writing and upon signatures believed by it to be
genuine, without any duty of independent verification.  Escrow Agent
shall not be bound by any modification of this Agreement unless the same
is in writing and signed by the parties hereto and a counterpart thereof
is delivered to Escrow Agent and, if Escrow Agent's duties, rights or
liabilities hereunder are affected, unless Escrow Agent shall have given
its prior consent thereto in writing.  Escrow Agent shall not be
<PAGE> 12
required or obligated to determine any questions of law or fact.  The
parties hereto shall jointly and severally indemnify and hold harmless
Escrow Agent from and against all costs, claims and expenses, including
reasonable attorneys' fees and litigation costs, incurred by Escrow
Agent in connection with the performance of its duties under this
Section 3.2 (including, without limitation, in an interpleader action or
other litigation regarding the disposition of the Deposit and the
Income), except with respect to acts or omissions taken or suffered by
Escrow Agent in bad faith, in willful disregard of this Agreement or
involving gross negligence on the part of Escrow Agent.
      3.2.5      Escrow Agent shall have no liability for the selection
of any particular account or investment made by the parties hereto, for
fluctuations in the value of said account or investment, for the amount
of interest or other income earned on said account or investment or for
any loss incurred in connection therewith.
         3.2.6    Escrow Agent has acknowledged its agreement to the
provisions of this Section 3.2 by signing this Agreement, and Escrow
Agent has executed this Agreement solely for such purpose.
          3.2.7   References in succeeding provisions of this
Agreement to the Deposit shall be deemed to be references both to the
Deposit and the Income.
      3.3   Existing Financing.
             3.3.1  As provided in Sections 10.5 and 11.6, it shall be a
condition precedent to Equitable's and Purchaser's respective
obligations to close title hereunder that the Rating Agency Approval
shall have been obtained, it being agreed, however, that Purchaser may
elect, in its sole discretion, to satisfy this condition by repaying in
full the Existing Financing, including any prepayment penalty or premium
required to be paid in connection with such repayment and, if Purchaser
does so, the amount of the Purchase Price payable by Purchaser to
Equitable at Closing shall be the amount provided for in Section 3.1 as
if Purchaser had taken title to the Malls subject to the Existing
Financing.  Purchaser and Seller each shall, in a timely manner, provide
such information, execute and deliver such documents and take such other
actions as are required in order that the Rating Agencies may determine
whether Purchaser is qualified under the Mortgage to take title to the
Malls subject to the Existing Financing.  If the Rating Agencies
determine that Purchaser is so qualified, Purchaser shall, at (or, if
appropriate, prior to) the Closing, execute and deliver such additional
documents, and take such other actions, as shall be required under the
<PAGE> 13
Mortgage in connection with Purchaser's assumption of the Existing
Financing.  Without limiting the generality of the foregoing, if
required by the Rating Agencies, Purchaser shall submit copies of its
organizational documents and shall make such modifications thereto as
shall be required by the Rating Agencies, deliver a substantive
nonconsolidation opinion from Purchaser's counsel and such other legal
opinions of Purchaser's counsel as may be required by the Rating
Agencies, and execute and deliver an assumption of the Mortgage and the
other loan documents in the form required thereunder.
            3.3.2   If prior to the Closing Purchaser desires to
communicate or meet with the Trustee for the Existing Financing or the
Rating Agencies with respect to the Existing Financing or Purchaser's
ability to qualify as a party entitled to take title to the Malls
subject thereto, Purchaser shall so advise Equitable and afford
Equitable the right to participate in each meeting or communication.
            3.3.3   The terms and conditions of the Existing Financing
require that Equitable complete certain maintenance, repair and
replacement work at the Malls.  To the extent that such work has not
heretofore been completed by Equitable, Purchaser shall be solely
responsible for the performance of, and payment for, such work following
Closing.
    4.    Permitted Encumbrances.
        4.1    Definitions.  At the Closing title to the Malls shall be
subject only to the following matters ("Permitted Encumbrances"):
        4.1.1    the matters set forth in Exhibit F annexed hereto and
made a part hereof;
        4.1.2    liens for Impositions which are not due and payable as
of the Closing Date or which are apportioned in accordance with Article
6;
        4.1.3    liens for Impositions which are paid directly by
Tenants in occupancy on the Closing Date or by Adjoining Owners to the
entity imposing same;
        4.1.4    the state of facts shown on the surveys described in
Exhibit G annexed hereto and made a part hereof, which surveys, to the
extent not already so updated, shall be updated by surveys dated no
earlier than October 23, 1997, which are certified to Purchaser and the
Title Company and are accompanied by an affidavit by Equitable, in the
form required by the Title Company, that, except in the case of
Southridge Mall and any other Mall where material exterior construction
<PAGE> 14
is now in progress, there have been no exterior physical changes at the
Malls since the date of such updated surveys; and any state of facts a
physical inspection of the Malls would show;
       4.1.5     zoning, subdivision, environmental, building and all
other Legal Requirements applicable to the ownership, use or development
of or the right to maintain or operate the Malls, or have space therein
used and occupied by Tenants or Adjoining Owners, presently existing or
enacted prior to the Closing;
       4.1.6    all Leases in effect on the date of this Agreement, any
extensions or renewals of Leases pursuant to options contained therein
which do not require the consent of Equitable thereunder, and any
extensions, renewals or amendments of Leases or additional or
substituted Leases made between the date hereof and the Closing Date in
accordance with the provisions of Article 13;
               4.1.7  mechanics liens, lis pendens and notices of
commencement arising from work or other obligations, the payment for
which is the responsibility of any Tenant in occupancy on the Closing
Date under a Lease then in effect and in good standing or any Adjoining
Owner and not Equitable, it being agreed that a Lease shall be deemed in
"good standing" if on the Closing Date the Tenant thereunder is not more
than sixty (60) days delinquent in the payment of minimum rent due under
its Lease and is not at that time the subject of any petition for relief
under the Bankruptcy Code;
               4.1.8  the Mortgage and the applicable loan documents
relating thereto;
               4.1.9  the applicable Operating Agreements;
               4.1.10  the applicable Other Agreements; and
               4.1.11  all other matters affecting title to the Malls
which are hereafter accepted or required to be accepted or are waived by
Purchaser as provided in Article 14.
    5.   The Closing.
        5.1 Closing Date.  The closing of the transactions provided for
in this Agreement (the "Closing") shall be held at 10:00 A.M. on
February 2, 1998 (as the same may be adjourned or advanced pursuant to
the terms of this Agreement, the "Closing Date"), at the offices of
Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of the Americas,
New York, New York  10019.  Time shall be of the essence with respect to
the Closing Date, provided that (i) Equitable shall have the right to
<PAGE> 15
adjourn the Closing Date one or more times for a combined aggregate of
not more than sixty (60) days, which shall run concurrently with any
adjournment effected by Purchaser pursuant to clause (ii) below, to cure
exceptions to title, obtain the Required Consents, enable the parties to
obtain the Rating Agency Approval, obtain estoppel certificates or
satisfy other closing conditions; and (ii) Purchaser shall have the
right to adjourn the Closing Date one or more times for an aggregate of
not more than sixty (60) days, which shall run concurrently with any
adjournment effected by Equitable pursuant to clause (i) above, to
enable the parties to obtain the Rating Agency Approval or to allow
additional time for Equitable to satisfy its closing conditions.
    5.2     Actions at Closing.  At the Closing, the parties shall
deliver and accept the documents and instruments and take all other
action required of them pursuant to this Agreement.
    6. Apportionments.  At the Closing (except where a later date is
specifically provided for in this Article), the items set forth below
shall be adjusted as of 11:59 P.M. on the day preceding the Closing Date
(the "Adjustment Point"); provided, however, that if the Closing occurs
on February 2, 1998, the Adjustment Point shall be 11:59 PM on January
31, 1998 and at the Closing, Purchaser shall pay to Seller an amount
equal to interest on the cash portion of the Purchase Price at the rate
of 10% per annum for one day.
      6.1  Rents.  Rents as and when collected.  Any Rents collected by
or on behalf of Purchaser (which, for purposes of this Section 6.1,
shall include Rents collected by any property manager or other agent
acting for Purchaser) subsequent to the Closing (whether due and payable
prior to or subsequent to the Adjustment Point) shall be adjusted as of
the Adjustment Point, and any portion thereof properly allocable to
periods prior to the Adjustment Point, net of costs of collection
properly allocable thereto, if any, shall be paid by Purchaser to
Equitable promptly after the collection thereof by or on behalf of
Purchaser, but subject to the further provisions of this Section 6.1 in
the case of Rents due prior to the Adjustment Point.  If prior to the
Closing Equitable shall have collected, or if subsequent to the Closing
Equitable shall collect, any Rents (which, for the purposes of this
Section 6.1, shall include Rents collected by the Managing Agent or
other agent acting for Equitable) which are properly allocable in whole
or in part to periods subsequent to the Adjustment Point, the portion
thereof so allocable to periods subsequent to the Adjustment Point, net
of costs of collection properly allocable thereto, if any, shall be
<PAGE> 16
credited to Purchaser by Equitable at the Closing or, if collected after
the Closing, shall be promptly remitted by Equitable to Purchaser.  As
used in this Section 6.1 the term "costs of collection" shall mean and
include reasonable attorneys' fees and other costs incurred by or on
behalf of Purchaser or Equitable in collecting any Rents, but shall not
include the regular fees payable to any property manager for the Malls,
the payroll costs of any of Equitable's or Purchaser's employees or any
other internal costs or overhead of Equitable or Purchaser.
        6.1.1    Equitable shall deliver to Purchaser at Closing a list
of all Tenants and Adjoining Owners at each Mall that are delinquent in
payment of Rents as of the Adjustment Point, which list shall set forth
the amount of each such delinquency, the period to which each such
delinquency relates and the nature of the amount due, itemizing
separately fixed monthly rent, tax reimbursements, common area
maintenance, electric charges, charges for tenant services, charges for
overtime services, percentage rent and other charges, if any.  The first
amounts collected by or on behalf of Purchaser from each delinquent
Tenant or Adjoining Owner, net of costs of collection, if any, shall be
deemed to be in payment of Rents (or the specific components of Rents)
for the month in which the Closing occurs, next in payment of Rents (or
the specific components of Rents) then due on account of any month after
the month in which the Closing occurs and finally in payment of
delinquent Rents (or the specific components of Rents) which are in
arrears as of the first day of the month in which the Closing occurs, as
set forth on such list; provided, however, that if at the Closing Date
any Tenant or Adjoining Owner is more than thirty (30) days in arrears
in payment of Rents (or any component of Rents), the first amounts
collected by or on behalf of Purchaser from each such Tenant or
Adjoining Owner on account of the Rents (or the specific component of
Rents) as to which it is so delinquent, net of costs of collection, if
any, shall be deemed in payment of such Rents (or such specific
component of Rents) then due on account of any month after the month in
which the Closing occurs, next in payment of such Rents (or such
specific component of Rents) for the month in which the Closing occurs
and finally in payment of such Rents (or such specific component of
Rents) which are in arrears as of the first day of the month in which
the Closing occurs, as set forth on such list.  Any amounts collected by
or on behalf of Purchaser from each delinquent Tenant or Adjoining Owner
which, in accordance with the preceding sentence, are allocable to the
month in which the Closing occurs (as adjusted as of the Adjustment
<PAGE> 17
Point) or any prior month, net of costs of collection properly allocable
thereto, if any, shall be paid promptly by Purchaser to Equitable.
        6.1.2    Purchaser shall exert reasonable efforts for a period
of one (1) year after the Closing to bill and collect any delinquencies
set forth on the list delivered by Equitable pursuant to subsection
6.1.1 and the amount thereof, as, when and to the extent collected by or
on behalf of Purchaser shall, if due to Equitable pursuant to the
provisions of subsection 6.1.1, be paid by Purchaser to Equitable, net
of costs of collection, if any, properly allocable thereto, promptly
after the collection thereof by Purchaser.  In no event shall Purchaser
be obligated to institute any actions or proceedings or to seek the
eviction of any Tenant or Adjoining Owner in order to collect any such
delinquencies.
         6.1.3   Following the Closing, Purchaser shall submit or cause
to be submitted to Equitable, within 30 days after the end of each
calendar quarter up to and including the calendar quarter ending on
March 31, 1999, but only so long as any delinquencies shall be owed to
Equitable, a statement which sets forth all collections made by or on
behalf of Purchaser from the Tenants and Adjoining Owners which owe such
delinquencies through the end of such calendar quarter.  Equitable shall
have the right from time to time following the Closing until 90 days
after receipt by Equitable of the last quarterly statement required
hereunder, at Equitable's expense during business hours and on
reasonable prior notice to Purchaser, to examine and audit so much of
the books and records of Purchaser as relate to such delinquencies in
order to verify the collections reported by Purchaser in such quarterly
statements.
         6.1.4   Nothing contained in this Section 6.1 shall be deemed
to prohibit Equitable, at its own expense, from instituting any actions
or proceedings in its own name against any Tenant or Adjoining Owner
after the Closing in order to collect the amount of any delinquencies
due in whole or in part to Equitable from such Tenant or Adjoining
Owner; provided, however, that in no event shall Equitable be entitled
in any such action or proceeding to seek to evict any Tenant or
Adjoining Owner or to recover possession of its space.  If requested by
Equitable, Purchaser shall join in any such action or proceeding, or
permit the same to be bought in Purchaser's name or in the names of
Equitable and Purchaser, all at Equitable's sole cost and expense.
Purchaser shall not waive or settle any delinquency owed in whole or in
part to Equitable without the prior written consent of Equitable.
<PAGE> 18       
         6.1.5     With respect to that portion of the Rents which
constitute percentage or overage rents, or other amounts payable by
Tenants or Adjoining Owners based upon sales, receipts or income of such
entities, the following shall apply:  (i) at the Closing and/or, in the
case of percentage or overage rents which are in arrears or are payable
in other than monthly installments, subsequent to the Closing,
percentage or overage rents shall be apportioned as provided in the
other subsections of this Section 6.1 in the case of Rents generally;
and (ii) following the end of the fiscal year on account of which such
percentage or overage rents are payable by each Tenant or Adjoining
Owner and receipt by Purchaser of any final payment on account thereof
due from such Tenant or Adjoining Owner, Purchaser shall pay to
Equitable, net of costs of collection, if any, the excess, if any, of
(a) the amount of percentage or overage rents paid by such Tenant or
Adjoining Owner on account of such entire fiscal year multiplied by a
fraction, the numerator of which is the number of months (including any
fraction of a month expressed as a fraction) of such fiscal year which
occurred prior to the Adjustment Point and the denominator of which is
12 or such lesser number of months (including any fraction of a month
expressed as a fraction) as may have elapsed in such fiscal year prior
to the expiration of the Lease or Operating Agreement in question over
(b) all amounts theretofore received by Equitable on account of the
percentage or overage rents in question for such fiscal year.  If in any
case the amount provided for in (b) above exceeds the amount provided
for in (a) above, Equitable shall pay the amount of such excess to
Purchaser upon demand.  Upon request of Purchaser, Equitable shall
advise Purchaser of the amount of percentage or overage rents collected
by Equitable from each Tenant or Adjoining Owner prior to the Closing
Date.  If on the Closing Date Equitable shall be conducting any audits
of payments of percentage or overage rents previously made by Tenants or
Adjoining Owners for fiscal years prior to the ones in effect on the
Closing Date, Equitable shall have the right to continue all such audits
until completion thereof and to collect and retain any amounts payable
by reason thereof.  In addition, Equitable shall have the right to
initiate such audits subsequent to the Closing in respect of any fiscal
years prior to the ones in effect on the Closing Date, and in respect of
the fiscal year in which the Closing Date occurs if more than eight
months shall have elapsed in such fiscal year as of the Closing Date.
Equitable shall provide Purchaser with copies of the results of such
audits promptly after the completion thereof.
<PAGE> 19       
       6.1.6    With respect to that portion of Rents which are payable
on an annual, semi-annual or other non-monthly basis, Purchaser shall
use its reasonable efforts to bill and collect or cause to be billed and
collected all such payments which become due after the Closing, which
payments, to the extent allocable to periods prior to the Adjustment
Point, shall be paid by Purchaser to Equitable promptly after receipt
thereof, net of costs of collection, if any, properly allocable thereto.
With respect to that portion of Rents which are billed on an estimated
basis during the fiscal or other period for which paid, at the end of
such fiscal or other period Purchaser shall determine or cause to be
determined whether the items in question have been overbilled or under
billed in accordance with provisions of the applicable Leases and the
method of billing previously followed by Equitable.  If Purchaser
determines or causes to be determined that there has been an overbilling
and an overbilled amount has been received, Purchaser shall reimburse or
cause to be reimbursed such amount to the Tenants and/or Adjoining
Owners which paid the excess amount and Equitable shall pay to Purchaser
the portion of such reimbursement which is properly allocable to the
period prior to the Adjustment Point.  If Purchaser determines that
there has been an underbilling, the additional amount shall be billed or
caused to be billed by Purchaser to the Tenants and Adjoining Owners, as
applicable, and any amount received by Purchaser, net of costs of
collection, if any, to the extent properly allocable to periods prior to
the Adjustment Point shall promptly be paid by Purchaser to Equitable.
Purchaser's determination of any amounts underbilled or overbilled shall
in each case be subject to Equitable's approval.  In connection with any
annual true-up of estimated common area maintenance or other charges
paid during the course of any fiscal year, Equitable shall have the
right to furnish to Purchaser schedules and other information to be
utilized in calculating amounts due in connection with such true-up for
the portion of the fiscal year elapsed prior to the Closing Date
(and/or, if applicable, the prior fiscal year), and Purchaser agrees to
calculate amounts due on the basis of the schedules and information
furnished by Equitable.
         6.1.7   Notwithstanding anything to the contrary set forth in
this Section 6.1, Equitable shall be entitled to receive, and Purchaser
shall pay to Equitable promptly after receipt thereof, net of costs of
collection, if any, properly allocable thereto, (i) subject to the
provisions of subsection 6.4.1, all amounts payable by Tenants and
Adjoining Owners on account of Impositions which, pursuant to the terms
of subsection 6.4.1, it is Equitable's obligation to pay and discharge,
<PAGE> 20
which amounts shall be apportioned between Equitable and Purchaser in
the same manner as the Impositions to which they relate, and (ii) all
amounts payable by Tenants and Adjoining Owners on account of utilities
which, pursuant to the terms of subsections 6.4.2 and 6.4.3, it is
Equitable's obligation to pay and discharge, which amounts shall be
apportioned between Equitable and Purchaser in the same manner as the
utilities to which they relate.
        6.1.8    Any advance rental deposits or payments held by
Equitable on the Closing Date and applicable to periods of time
subsequent to the Adjustment Point, and any security deposits held by
Equitable on the Closing Date, together with interest thereon, if any,
which, under the terms of the applicable Leases, is payable to the
Tenants thereunder, shall be paid to Purchaser at the Closing.
       6.1.9     Each of Equitable and Purchaser shall be responsible
for paying any sales tax on the Rent paid to it.
       6.2  Leasing Costs.  Equitable shall pay and indemnify Purchaser
in respect of all leasing commissions, costs of tenant alterations and
improvements performed or to be performed for Tenants at the expense of
the landlord thereof (or allowances payable by the landlord in lieu
thereof), moving and other allowances, if any, and fees and
disbursements of architects, engineers and attorneys (collectively
"Leasing Costs") in respect of (i) all Leases executed by or on behalf
of all parties thereto on or before December 15, 1997, (ii) any renewal
of any Lease resulting from the exercise by the Tenant of an option or
from an agreement executed by or on behalf of all parties thereto on or
before December 15, 1997 and (iii) any increase of the space demised by
any Lease resulting from the exercise of an option by the Tenant or from
an agreement executed by all of the parties thereto on or before
December 15, 1997.  Purchaser shall assume and pay and indemnify
Equitable in respect of all Leasing Costs payable in respect of Leases,
renewals, expansions and amendments of the nature described in clauses
(i), (ii) and (iii) above which are executed by all parties thereto or
the options for which are exercised after December 15, 1997 (including,
without limitation, any leasing commissions which may become payable to
the Managing Agent with respect to Leases executed after the Closing
Date with Tenants with whom the Managing Agent had been negotiating
prior to the Closing Date, which commissions shall be payable by
Purchaser to the Managing Agent pursuant to the terms of the Management
Agreement).  If any Leasing Costs shall be paid by Equitable prior to
<PAGE> 21
the Closing, which, in accordance with this Section 6.2, it is
Purchaser's obligation to pay, Purchaser shall reimburse Equitable for
the documented amount thereof at the Closing.
     6.3    Ancillary Income. Ancillary income received by Equitable in
connection with the licensing of the name of the Malls, the furnishing
of utilities from the Mall to third parties and the like shall be
adjusted as of the Adjustment Point between Equitable and Purchaser.
    6.4     Additional Items.  At the Closing, the following additional
items shall be apportioned between Equitable and Purchaser as of the
Adjustment Point for each Mall:
       6.4.1     Impositions payable by Equitable in respect of each
Mall shall be adjusted on the basis of the fiscal year for which the
same are imposed, whether or not yet due and payable as of the Closing
Date.  If an Imposition is not due and payable until after the Closing
Date and the assessed valuation or the tax rate or any other factor upon
which the amount of the Imposition will be based has not been fixed at
the Closing Date, then the parties shall at the Closing apportion such
Imposition based on the most recently available assessed valuation and
tax rate, and shall make a final adjustment of such item within 30 days
following the date on which the actual assessed valuation and tax rate
or any other factor applicable to such Imposition becomes known.
Notwithstanding the foregoing, in the case of real estate taxes which
are payable in arrears, at the Closing, Purchaser shall pay to Equitable
one-half of the estimated aggregate amount of such real estate taxes
which will be payable after the Closing Date, which are properly
allocable to any period prior to the Adjustment Point and which are
otherwise credited to Purchaser at Closing, such payment being the
estimated aggregate amount of payments to be (and not previously) made
by Tenants and Adjoining Owners in reimbursement of such taxes, which
payments, when made, and notwithstanding the provisions of subsection
6.1.7, shall be retained by Purchaser.  Such estimates shall be subject
to readjustment at such time as the actual amounts of the real estate
taxes and reimbursement payments have been determined.  In the case of
special assessments payable in installments, the installment for the
fiscal year in which the Adjustment Point occurs shall be apportioned by
Equitable and Purchaser as provided above and Purchaser shall be
responsible for paying all subsequent installments thereof.  If any
Tenant in occupancy at the Closing Date or Adjoining Owner is obligated
to pay any Impositions directly to the applicable taxing authority, such
Impositions shall not be apportioned.
<PAGE> 22        
           6.4.2   Water and sewer charges, if any, payable by Equitable
on the basis of the period or periods for which the same are payable.
If there are water meters at any Mall, Equitable shall furnish readings
to a date not more than thirty (30) days prior to the Closing Date, and
the unfixed meter charges and the unfixed sewer charges, if any, based
thereon for the intervening time shall be apportioned on the basis of
such last readings.  Any water and sewer charges payable by Tenants in
occupancy on the Closing Date or Adjoining Owners directly to the entity
or entities furnishing such services shall not be apportioned.
       6.4.3     Utilities and fuel payable by Equitable, including
without limitation electricity and gas. Equitable shall endeavor to have
the meters for such utilities read the day on which the Adjustment Point
occurs and will pay the bills rendered to it on the basis of such
readings.  If Equitable does not obtain such a meter reading with
respect to any such utility, the adjustment therefor shall be made on
the basis of the most recently issued bills therefor which are based on
meter readings not earlier than thirty (30) days prior to the Adjustment
Point.  Equitable will receive a credit in an amount equal to any cash
security deposits held by any utility companies (with interest thereon,
if any, in the amount equal to the amount accrued on such security
deposits), and shall assign to Purchaser at the Closing all of
Equitable's right, title and interest in and to such security deposits.
Purchaser will make its own arrangements for any surety bonds required
by any utility companies within 10 Business Days following the Closing
Date, and Equitable will thereafter cancel any bonds previously
furnished.  If fuel oil, propane or other fuel is used at any Mall,
Equitable shall deliver to Purchaser at the Closing statements of the
suppliers of such fuel dated within three days of the Adjustment Point
setting forth the quantity of fuel on hand and the cost paid by
Equitable therefor, and Purchaser shall pay to Equitable at the Closing
the cost of such fuel (including taxes thereon, if any) as shown on such
statements.  Charges for any utilities payable by Tenants in occupancy
on the Closing Date and Adjoining Owners directly to the utility
companies furnishing the same shall not be apportioned.
    6.4.4    Charges payable by Equitable under the Other Agreements.
    6.4.5    Contributions payable by Equitable to merchants' and
other associations, and to promotional and marketing funds and
activities at the Malls, it being understood that Equitable shall be
required to fund any share of pre-Closing marketing and promotion costs.
<PAGE> 23         
   6.4.6  If on the Closing Date, there are pending any tax
certiorari proceedings and/or protests of real estate tax assessments of
any Mall in respect of the real estate taxes payable for the then-
current tax fiscal year, then (i) Equitable shall have the right to
continue the prosecution of such proceedings or protests and collect any
refunds payable in respect thereof if on the Closing Date more than half
of such fiscal year shall have elapsed, and (ii) Purchaser shall have
the right to take over the prosecution of such proceedings or protests
and collect any refunds payable in respect thereof if on the Closing
Date half of such fiscal year or less shall have elapsed; provided,
however, that no such settlement shall be made without the prior written
approval of the other party hereto, such approval not to be unreasonably
withheld or delayed.  Equitable shall have the right to continue to
prosecute any such proceedings or protests with respect to any prior
periods without the participation or approval of Purchaser, and
Purchaser shall have the right to prosecute any such proceedings or
protests for any subsequent periods without the participation or
approval of Equitable.  Within 30 days after receipt by Equitable of a
refund for the fiscal year in which the Closing occurs or any prior
period, Equitable shall submit to Purchaser a schedule showing the
amount of such refund, net of the costs and expenses of obtaining the
same, which is payable to each Tenant then in possession at such Mall
and each Adjoining Owner, and shall remit to Purchaser the aggregate of
all amounts so payable.  From time to time after the Closing Purchaser
shall, upon request, advise Equitable of the names of any Tenants which
are in occupancy at the Closing but cease to be in occupancy thereafter.
Purchaser shall promptly pay any amounts so received from Equitable to
the Tenants in possession and Adjoining Owners pursuant to and in
accordance with the schedule submitted to it by Equitable and shall
indemnify and hold Equitable harmless from and against all claims,
demands, liabilities and expenses (including, without limitation,
reasonable attorneys' fees and disbursements) asserted against, imposed
on or incurred by Equitable by reason of Purchaser's failure to make any
such payment to a Tenant in possession or an Adjoining Owner.  Equitable
shall indemnify and hold Purchaser harmless from and against all claims,
demands, liabilities and expenses (including, without limitation,
reasonable attorneys' fees) asserted against, imposed on or incurred by
Purchaser by reason of (i) any claim by a Tenant no longer in possession
at the applicable Mall that it is entitled to a portion of any such
refund and (ii) any claim by a Tenant in possession or Adjoining Owner
at the applicable Mall that it is entitled to more than the amount paid
<PAGE> 24
to it by Purchaser in accordance with the schedule furnished by
Equitable to Purchaser.  The amount of any refund obtained by Equitable
or Purchaser in respect of the fiscal year in which the Closing occurs
as a result of any such proceeding or protest, or the settlement
thereof, net of costs and expenses payable by Equitable or Purchaser in
connection therewith and the amount of such refund payable to Tenants
and Adjoining Owners, shall be apportioned between Purchaser and
Equitable in the manner that real estate taxes for such year were
apportioned pursuant to subsection 6.4.1, and the portion of such amount
properly allocable to the period prior to the Adjustment Point shall be
paid by Purchaser to Equitable or the amount properly allocable to the
period subsequent to the Adjustment Point shall be paid by Equitable to
Purchaser, as applicable.
          6.4.7  Any accrued but unpaid interest and Trustee's and
Rating Agency fees in connection with the Existing Financing, but
excluding fees payable in connection with the obtaining of the Rating
Agency Approval.
         6.4.8   Any amounts deposited with the Trustee pursuant to the
terms of the Existing Financing.
         6.4.9   Rent under the Ground Leases, including, without
limitation, percentage or overage rent, real estate taxes, insurance
premiums and any other amounts paid or to be paid by the ground lessee
thereunder.
        6.4.10   Any other items of income or expense of the Malls
which, in accordance with generally accepted business practices, should
be apportioned between Equitable and Purchaser.
     6.5   Adjustment Statement.  Equitable will deliver to Purchaser
prior to the Closing a copy of a proposed adjustment statement showing
all adjustments to be made at the Closing.  The parties shall then
endeavor to agree upon such statement or any modification thereof so
that it or such modification can be executed by them at the Closing.  To
the extent that there is an error or omission in any of the adjustments
made pursuant to such statement and the same is discovered following the
Closing, the parties agree to rectify the same as promptly as possible
following such discovery.
    6.6    Tenant Note Obligations.  As listed and described on Exhibit
I, certain Tenants have executed promissory notes, in the amounts and
having terms as described therein, in payment of certain back Rent
obligations.  Anything hereinabove contained to the contrary
<PAGE> 25
notwithstanding, Equitable shall retain said notes as its sole property,
shall be entitled, at its election and discretion, to take whatever
action it deems appropriate for the enforcement thereof or collection of
amounts due thereunder, all at Equitable's sole cost and expense, and
shall be entitled to retain, as its sole property, any amount received
by Equitable with respect thereto or as is otherwise paid by any such
Tenant and identified as having been paid with respect to its note
obligations.  Any amounts collected by Purchaser following Closing with
respect to said Tenant note obligations shall promptly be remitted to
Equitable; provided, however, that no amounts received by Purchaser from
any such Tenant following the Closing shall be deemed to have been paid
with respect to any of such notes unless specifically identified by the
Tenant as being paid with respect thereto.  Notwithstanding the
provisions of any Lease or the provisions of any such note (or any
instrument or document further evidencing or securing the obligations of
the Tenant under any such note), in no event shall Equitable have the
right to seek cancellation of any such Tenant's Lease, or the
repossession of the premises demised to the Tenant, or the eviction of
the Tenant therefrom, in connection with any action or proceeding taken
for the enforcement or collection of any amount due from any Tenant
under or with respect to said notes.
       6.7  Survival.  The provisions of this Article 6 shall survive
the Closing.
 7.       Actions to be Taken and Documents to be Delivered at or Prior
to the Closing.
        7.1   Equitable's Deliveries.  At or prior to the Closing,
Equitable will deliver or cause to be delivered to Purchaser each of the
instruments and documents listed in the following provisions of this
Section 7.1, executed and acknowledged where appropriate by Equitable
and/or the other party or parties thereto:
        7.1.1     A special or limited warranty deed (each, a "Deed")
with respect to each Property, in proper statutory form for recording,
conveying such Property from Equitable to Purchaser, subject only to
Permitted Encumbrances.
       7.1.2     An assignment by Equitable to Purchaser with respect to
each Ground Lease of the tenant's interest under such Ground Lease in
proper form for recording and otherwise in the form of Exhibit N,
subject to any modifications required pursuant to the applicable Ground
Lease.
       7.1.3     A bill of sale with respect to each Mall conveying the
applicable Personal Property to Purchaser, which bill of sale shall
contain no warranties, express or implied, by Equitable except that
<PAGE> 26
Equitable is the owner of and has not previously sold, transferred or
encumbered (other than for the Existing Financing) the Personal
Property.
        7.1.4    An assignment, in proper form for recording and
otherwise in the form of Exhibit O (subject to any modifications
required pursuant to the applicable Operating Agreement), by Equitable
to Purchaser of all of Equitable's right, title and interest in, to and
under each of the Operating Agreements.
        7.1.5    An assignment, in the form attached as Exhibit P, by
Equitable to Purchaser with respect to each Mall of all of Equitable's
right, title and interest in, to and under all the applicable Leases,
and in and to all security deposits and any interest thereon which,
under the terms of the applicable Leases, is payable to the Tenants
thereunder.
        7.1.6    An assignment by Equitable to Purchaser with respect to
each Mall in the form attached as Exhibit Q of all of Equitable's right,
title and interest in, to and under the applicable Other Agreements.
        7.1.7    A "General Assignment" by Equitable to Purchaser with
respect to each Mall in the form attached as Exhibit R of all of
Equitable's right, title and interest in and to the following, if any:
(i) all warranties and guaranties of manufacturers, suppliers and
contractors, to the extent the same are assignable, (ii) all permits of
Governmental Authorities, and licenses and approvals of private
utilities and others, required for or necessary to the operation and
maintenance of such Mall, to the extent the same are assignable, (iii)
all cash security deposits held by any utility with respect to such Mall
(plus the interest accrued thereon, if any), (iv) all names, trade
names, trademarks, service marks and logos (and all good will associated
therewith) by which the Mall or any part thereof may be known or which
may be used in connection therewith, together with all registrations, if
any, for the same and other intangible property relating thereto, and
all telephone numbers and listings employed in connection with the Mall,
(v) all site plans, surveys, plans or specifications and floor plans
relating to the Mall, (vi) all catalogues, booklets, manuals, files,
logs, records, correspondence, Tenant lists, Tenant prospect lists,
Tenant histories, brochures and materials, advertisements and other
items with respect to the Mall and (vii) all promotional and marketing
fund accounts.
        7.1.8    Equitable's Copies of the Mortgage and other documents
listed in Exhibit B comprising the Mortgage.
<PAGE> 27       
        7.1.9    Equitable's Copies of the Operating Agreements.
        7.1.10   The Required Consents and any consents required under
the Other Agreements for the assignment thereof by Equitable to
Purchaser; provided, however, that it shall not be a condition to
Purchaser's obligations under this Agreement that any consent required
under any Other Agreement for the assignment thereof to Purchaser shall
be obtained, but Equitable shall be obligated to pay and indemnify
Purchaser from and against any damages, penalties or other sums that may
be payable to the other party to such Other Agreement by reason of
Equitable's failure to assign the same to Purchaser or to obtain the
consent of such other party to such assignment, which obligation shall
survive the Closing.
       7.1.11    Equitable's Copies of the Leases and the Ground Leases.
       7.1.12    Equitable's Copies of the Other Agreements.
       7.1.13    An executed copy of an agreement between Equitable and
the Managing Agent terminating the Management Agreement as of the
Closing Date, the form and content of which shall be reasonably
satisfactory to Purchaser and shall in any event provide that Purchaser
shall have no liability with respect to any employees of Managing Agent
at any Mall or who render services with respect to any Mall.
       7.1.14    A notice to Tenants, and a notice to Adjoining Owners,
notifying each of the sale of the applicable Mall to Purchaser as of the
Closing Date, in form reasonably satisfactory to Purchaser.
       7.1.14    The certificate of Equitable provided for in subsection
8.6.3.
       7.1.16    A certificate that Equitable is not a "foreign person"
within the meaning of  1445 of the Internal Revenue Code of 1986, as
amended.
       7.1.17    Counterparts of an adjustment statement summarizing all
adjustments in respect of the Purchase Price made at the Closing
pursuant to Article 6.
       7.1.18    All sales tax, transfer tax and other tax returns, if
any, which Equitable is required by law to execute and deliver, either
individually or together with Purchaser, to any Governmental Authority
as a result of the sale.
       7.1.19    A copy of the resolutions of the Investment or Separate
Account Committee of Equitable, certified to by the secretary or an
assistant secretary of Equitable, which authorize (i) the transactions
contemplated by this Agreement, and (ii) the execution by Equitable of
<PAGE> 28
this Agreement and the documents, instruments and agreements to be
executed and delivered by Equitable pursuant hereto, together with an
incumbency certificate as to the authority of the person(s) executing
and delivering this Agreement and such documents, instruments and
agreements on behalf of Equitable.
      7.1.20     A good standing certificate from the Insurance
Department of the State of New York for Equitable, dated within 15 days
of the Closing Date, and good standing certificates issued in respect of
Equitable by the Secretary of State, Insurance Commission or State
Corporation Commission, as the case may be, of each State in which a
Mall is located, dated within 30 days of the Closing Date.
     7.1.21      All records and files which are in the possession of
Equitable, ERE or the Managing Agent relating to the current operation
and maintenance of the Malls, including without limitation, to the
extent in the possession of such parties, current tax bills, current
water, sewer, utility and fuel bills, payroll records, billing records
for Tenants and Adjoining Owners, repair and maintenance records and the
like which affect or relate to the Malls, plans, drawings, blue prints
and specifications for each of the Malls, all warranties and guaranties
of manufacturers, suppliers and contractors in effect on the Closing
Date, certificates of occupancy and other licenses and permits and keys
to the Malls.  Delivery of such materials, as well as the documents
referred to in subsections 7.1.9, 7.1.11 and 7.1.12, shall be
effectuated pursuant to arrangements made by the Managing Agent and the
property manager or managers retained by Purchaser to operate the Malls.
   7.1.22        An assignment by Equitable to Purchaser of all of
Equitable's right, title and interest in, to and under the interest rate
cap agreements dated May 24, 1996 between Equitable and Goldman Sachs
Capital Markets, L.P., as assigned by Goldman Sachs Capital Markets,
L.P. to Goldman Sachs Mitsui Marine Derivative Products, L.P., in form
reasonably acceptable to Purchaser.
   7.1.23        All vehicle titles assigned to Purchaser, duly endorsed
by Equitable or the Managing Agent, as required.
   7.1.24        If applicable, a written direction to Escrow Agent to
deliver the Deposit to Equitable and the Income to Purchaser.
<PAGE> 29   
   7.1.25        A letter from the Managing Agent to Purchaser in which
the Managing Agent agrees to honor all gift certificates issued at the
Malls prior to the Closing Date and presented to Tenants and Adjoining
Owners after the Closing Date.
   7.1.26        All other instruments and documents, if any, to be
executed, acknowledged and/or delivered by Equitable pursuant to any of
the other provisions of this Agreement.
     7.2    Purchaser's Deliveries.  At or prior to the Closing,
Purchaser shall deliver or cause to be delivered to Equitable or the
other parties indicated below each of the payments, documents and
instruments listed in this Section 7.2, such instruments and documents
to be executed and acknowledged where appropriate:
           7.2.1 The cash portion of the Remaining Balance, as set forth
in Section 3.1.
           7.2.2 All sales tax, transfer tax and other tax returns, if
any, certificates of value and similar documents which Purchaser is
required by law to execute and deliver, either individually or together
with Equitable, to any Governmental Authority as a result of the sale.
           7.2.3 Counterparts of each of the instruments and documents
listed in subsections 7.1.2, 7.1.4, 7.1.5 and 7.1.6 (in order to
evidence Purchaser's assumption of the Ground Leases, Operating
Agreements, Leases and Other Agreements) and in subsections 7.1.17,
7.1.18 and, if applicable, 7.1.24.
          7.2.4  Such instruments and documents as are required by the
Mortgage or any of the other loan documents, or as may be required by
the Rating Agencies, in connection with Purchaser's assumption of the
Mortgage.
          7.2.5  A copy of resolutions of the board of directors of each
general partner of Purchaser's general partners, in each case certified
by a Secretary or an Assistant Secretary, which authorize (both on
behalf of Purchaser and partners of Purchaser) (i) the transactions
contemplated by this Agreement, and (ii) the execution of this Agreement
and the documents, instruments and agreements to be executed and
delivered by Purchaser pursuant hereto, together with an incumbency
certificate as to the authority of the person(s) executing and
delivering this Agreement and such documents, instruments and agreements
on behalf of Purchaser.  In addition, copies of resolutions of the board
<PAGE> 30
of directors of each of Simon DeBartolo Group, Inc. and The Macerich
Company approving the transaction provided for in this Agreement.
         7.2.6   A good standing certificate for each of the general
partners of Purchaser, and each general partner of such general partners
from the Secretaries of State of the states of their respective
incorporation, dated within fifteen days of the Closing Date.
        7.2.7    All other payments, instruments and documents, if any,
to be executed, acknowledged and/or delivered by Purchaser pursuant to
any of the other provisions of this Agreement.
        7.3   Access to Records.  Purchaser agrees for a period of seven
years following the Closing it will retain and make available to
Equitable or to any Governmental Authority having jurisdiction over
Equitable for inspection and copying, at Equitable's expense, on
reasonable advance notice at reasonable times at the place in the
continental United States where Purchaser then maintains its records in
respect of the Malls, all documents and records concerning the Malls
delivered by Equitable, ERE or the Managing Agent in connection with the
Closing.  If Purchaser shall desire to destroy any such records prior to
the expiration of such seven-year period, Purchaser shall first notify
Equitable and permit Equitable to take delivery of the records in
question; and if Equitable fails to do so within 90 days after such
notice from Purchaser, Purchaser shall then be free to destroy the same.
The provisions of this Section 7.3 shall survive the Closing.
    8. Malls Conveyed As Is; Representations and Warranties of
Equitable.
       8.1   No Implied Representations.  Purchaser acknowledges that
except as expressly set forth in this Agreement and in the documents and
instruments delivered by Equitable at the Closing, neither Equitable nor
any agent or representative or purported agent or representative of
Equitable has made, and Equitable is not liable for or bound in any
manner by, any express or implied warranties, guaranties, promises,
statements, inducements, representations or information (including,
without limitation, any information set forth in offering materials
heretofore furnished to Purchaser) pertaining to the Malls or any of
them, the physical condition thereof, environmental matters, the income,
expenses or operation thereof or the Personal Property or Intangible
Personal Property, the uses which can be lawfully made of any Property
under applicable zoning or other laws or any other matter or thing with
respect to the Malls, including, without limitation, any existing or
<PAGE> 31
prospective Leases, Operating Agreements or Other Agreements.  Without
limiting the foregoing, Purchaser acknowledges and agrees that, except
as expressly set forth in this Agreement and in the documents and
instruments delivered by Equitable at the Closing, Equitable is not
liable for or bound by (and Purchaser has not relied upon) any verbal or
written statements, representations, real estate brokers' "set-ups" or
offering materials or any other information respecting the Malls
furnished by Equitable or any broker, employee, agent, consultant or
other person representing or purportedly representing Equitable.
       8.2  "As-Is" Purchase.  Purchaser represents that it has
inspected the Malls, the physical and environmental condition and the
uses thereof and the fixtures, equipment and Personal Property included
in this sale to its satisfaction, that it has independently inves
tigated, analyzed and appraised the value and profitability thereof, the
creditworthiness of Tenants and Adjoining Owners and the presence of
hazardous materials, if any, in or on the Malls, that it has reviewed
the Ground Leases, the Mortgage, all other documents and instruments
that evidence or secure the Existing Financing, the Leases listed on
Exhibit K annexed hereto, the Operating Agreements, the Other Agreements
and all other documents referred to herein, that it is thoroughly
acquainted with all of the foregoing and that Purchaser, in purchasing
the Malls, is relying upon its own investigations, analyses, studies and
appraisals and not upon any information provided to Purchaser by or on
behalf of Equitable with respect thereto (except to the extent covered
by any warranties or representations of Equitable set forth in this
Agreement, in any Seller's Estoppel Letter or in any other document or
instrument delivered by Equitable in connection with the Closing).
Purchaser agrees to accept the Malls "as is" and in their condition as
at the date hereof, reasonable wear and tear between the date hereof and
the Closing Date excepted, and Purchaser shall assume the risk that
adverse matters, including but not limited to, construction defects and
adverse physical and environmental conditions may not have been revealed
by Purchaser's investigations; and Purchaser, upon closing, shall be
deemed to have waived, relinquished and released Equitable from and
against any and all claims, demands, causes of action, losses, damages,
liabilities, costs and expenses (including, attorneys' fees and court
costs) of any and every kind or character, known or unknown, which
Purchaser might have asserted or alleged against Equitable by reason of
or arising out of any latent or patent construction defects or physical
<PAGE> 32
conditions, violations of applicable laws (including, without
limitation, environmental laws) and any and all other acts, omissions,
events, circumstances or matters with respect to the Malls, subject, how
ever, to Purchaser's rights and remedies provided for in this Agreement
in the event of the breach of any of Equitable's warranties and
representations contained herein, in any Seller's Estoppel Letter or in
any other document or instrument delivered by Equitable in connection
with the Closing, and subject to the next to last sentence of this
Section 8.2.  Nothing contained in this Section 8.2 shall be deemed to
constitute a waiver by Purchaser of its rights at law or in equity, if
any, to seek contribution or other recourse against Equitable in the
event of a claim asserted against Purchaser by a third party with
respect to liabilities arising from or relating to any circumstances or
conditions which exist at or in respect of the Malls prior to the
Closing.  The provisions of this Section 8.2 shall survive the Closing.
     8.3    Representations and Warranties of Equitable.  Equitable
hereby represents and warrants to Purchaser as follows:
     8.3.1       Equitable is a corporation duly organized, validly
existing and in good standing under the laws of the State of New York.
Equitable has full power and authority to enter into this Agreement and
to perform its obligations hereunder in accordance with the terms
hereof.  The execution, delivery and performance by Equitable of this
Agreement and the documents to be executed by Equitable pursuant hereto
have been duly and validly authorized by all necessary corporate action
on the part of Equitable.  This Agreement constitutes the legal, valid
and binding obligation of Equitable, enforceable against Equitable in
accordance with its terms, subject as to enforceability to the effect of
applicable bankruptcy, insolvency, reorganization, arrangement,
moratorium, fraudulent conveyance or other similar laws affecting the
rights of creditors generally and to general principles of equity.  No
bankruptcy, insolvency, reorganization, arrangement or moratorium
proceeding or allegation of fraudulent conveyance is now pending or
threatened against Equitable or any of the Malls.
    8.3.2       Equitable is not a "foreign person" as defined in
Section 1445 of the Internal Revenue Code of 1986, as amended.
    8.3.3       Execution by Equitable of this Agreement and all
documents provided for herein to be executed by Equitable, and
performance by Equitable of the provisions hereof and thereof, will not
violate or result in any breach of, or constitute a default under, any
law, regulation, rule, order or judgment of any governmental authority
<PAGE> 33
to which Equitable is subject, or any agreement, indenture, mortgage,
deed of trust, bank loan, credit agreement or other instrument to which
Equitable is a party or by which Equitable is bound (subject to
Purchaser's qualifying to take title to the Malls subject to the
Mortgage thereon in accordance with the terms thereof, and to
Equitable's obtaining the consents listed on Exhibit W annexed hereto
(the "Required Consents") and any consents required under the Other
Agreements, subject to the provisions of Section 7.1.10), where such
breach or default might adversely affect Equitable's ability to perform
its obligations hereunder or under such other documents.  Equitable is
not in default under any note, evidence of indebtedness, lease,
contract, license, undertaking or other agreement where the liability
thereunder might adversely affect Equitable's ability to perform its
obligations under this Agreement or any document executed by Equitable
pursuant hereto.
        8.3.4     With respect to the Existing Financing:
               8.3.4.1  Exhibit B annexed hereto is a true, correct and
  complete list of all documents which evidence and secure the Existing
  Financing.
               8.3.4.2     The copies of such documents which have been
  made available or delivered to Purchaser for review are true, correct
  and complete copies thereof.
               8.3.4.3    The Existing Financing is in full force and
  effect on the date hereof.  Equitable is current in all payments of
  principal and interest due under the Existing Financing as of the
  date hereof.  Equitable has complied in all material respects with
  the terms of the documents which evidence and secure the Existing
  Financing.  Equitable has received no written notice that is still
  outstanding from the mortgagee thereunder or any holder of notes
  evidencing the same that any default on the part of Equitable exists
  thereunder.  None of the documents which evidence and secure the
  Existing Financing has heretofore been amended or supplemented
  (whether orally or in writing) except as shown in Exhibit B.
         8.3.5    With respect to the Leases:
                8.3.5.1  Exhibit K annexed hereto is a true, correct and
  complete list of all of the Leases in effect on December 15, 1997
  (except those Leases consisting of licenses and concession agreements
  which have terms, including any rights to renew or extend, not in
  excess of four (4) months), setting forth, with respect to each
  Lease:  (i) the date thereof and the date of each amendment or
  supplement thereto; (ii) the name of the current Tenant thereunder;
  (iii) the premises demised thereby; (iv) the commencement and
<PAGE> 34  
expiration dates of the current term thereof; (v) the monthly amount
  of minimum rent currently payable thereunder; (vi) the monthly amount
  of common area maintenance and real estate tax contributions
  currently payable thereunder; and (vii) the amount, if any, of the
  security deposit held by Equitable thereunder.  As of the date
  hereof, there are no leases, licenses or other rights of occupancy or
  use of any portion of the Malls other than the Leases set forth in
  Exhibit K, except subleases, concessions or license agreements which
  may have been entered into by Tenants or subtenants of Tenants (as
  sublessor, grantor or licensor, as the case may be), Leases
  consisting of licenses and concession agreements which have terms,
  including any rights to renew or extend, not in excess of four (4)
  months and Operating Agreements.  None of the Leases has been
  modified, amended or supplemented (whether orally or in writing)
  except as set forth in Exhibit K.  No Tenant or Adjoining Owner has
  the option to purchase any Mall or a right of first refusal in
  respect of the sale of any Mall to a third party.
               8.3.5.2  True, correct and complete copies of all of the
  Leases, and all amendments and supplements thereto, listed in Exhibit
  K annexed hereto have heretofore been made available and/or delivered
  to Purchaser for review.
               8.3.5.3  Exhibit S annexed hereto is a true, correct and
  complete list of Tenants and Adjoining Owners that are delinquent in
  the payment of Rents as of December 15, 1997, which schedule sets
  forth the information specified in subsection 6.1.1.
               8.3.5.4  Except as set forth in Exhibit K annexed
  hereto, to Equitable's knowledge each of the Leases listed in Exhibit
  K is in full force and effect as of the date hereof.  Equitable has
  received no written notice from any Tenant under a Lease listed in
  Exhibit K which is still outstanding (i) that Equitable has defaulted
  in performing any of its material obligations under such Lease or
  (ii) that such Tenant is entitled to any reduction in, refund of or
  counterclaim or offset against, or is otherwise disputing, any Rents
  paid, payable or to become payable by such Tenant thereunder or is
  entitled to cancel or terminate such Lease or to be released of any
  of its material obligations thereunder, except as set forth in
  Exhibit K.  With the exception of delinquencies in the payment of
  Rents, to Equitable's knowledge no material default exists under any
  Lease by the Tenant thereunder except as set forth in Exhibit K.
<PAGE> 35         
             8.3.5.5  All leasing commissions in respect of the
  current terms of Leases listed in Exhibit K which were entered into
  on or before the date hereof have been, or by the Closing Date will
  have been, paid in full by Equitable.
               8.3.5.6  All tenant alterations which Equitable is
  obligated to perform at its expense pursuant to its obligations under
  the Leases listed in Exhibit K on or prior to the date hereof in
  order to prepare space for occupancy by Tenants have been performed
  by Equitable, and all allowances payable to such Tenants in lieu of
  such work which were payable in respect of such Leases prior to the
  date hereof have been paid.
        8.3.6    With respect to the Operating Agreements:
               8.3.6.1  Exhibit D annexed hereto is a true, correct and
  complete list of all documents which comprise all of the Operating
  Agreements, setting forth the date of each such Operating Agreement
  and each amendment or supplement thereto and the names of the parties
  thereto.
               8.3.6.2  True, correct and complete copies of all of the
  Operating Agreements, and all amendments and supplements thereto,
  listed on Exhibit D annexed hereto have heretofore been made
  available and/or delivered to Purchaser for review.
               8.3.6.3  Each Operating Agreement is in full force and
  effect as of the date hereof.  None of the Operating Agreements has
  been modified, amended or supplemented (whether orally or in writing)
  except as set forth in Exhibit D.  Equitable has received no written
  notice from any party to an Operating Agreement which is still
  outstanding (i) that Equitable has defaulted in performing any of its
  material obligations under such Operating Agreement, or (ii) that
  such party is entitled to any reduction in, refund of or counterclaim
  or offset against, or is otherwise disputing, any Rents paid, payable
  or to become payable thereunder by such party or is entitled to
  cancel or terminate such Operating Agreement or to be relieved of any
  of its material obligations thereunder, except as set forth in
  Exhibit D.  With the exception of delinquencies in the payment of
  Rents which are listed in Exhibit S, to Equitable's knowledge no
  material default exists under any Operating Agreement on the part of
  the other parties thereto, except as set forth in Exhibit D.
<PAGE> 36        
               8.3.6.4   There is no unpaid obligations of Equitable
  under or in respect of any of the Operating Agreements for leasing or
  similar commissions or for the performance of work (or payment of
  allowances in lieu thereof) in the nature of tenant alterations.
           8.3.7   With respect to the Other Agreements:
               8.3.7.1   Exhibit E annexed hereto is a true, correct and
  complete list of all material Other Agreements affecting each Mall,
  setting forth, with respect to such Other Agreements, the date
  thereof and of each amendment or supplement thereto, the name of each
  party thereto (other than Equitable) and a brief description of the
  services provided thereunder or property covered thereby.  Except as
  set forth in Exhibit E, there are no material Other Agreements,
  except those that can be terminated by Equitable on not more than
  thirty (30) days' notice without penalty.
              8.3.7.2    True, correct and complete copies of all of the
  Other Agreements, and all amendments and supplements thereto, listed
  on Exhibit E have heretofore been made available and/or delivered to
  Purchaser for review.
              8.3.7.3    To Equitable's knowledge, each of the material
  Other Agreements is in full force and effect on the date hereof, and
  Equitable has received no written notice from any party to any
  material Other Agreement which is still outstanding that Equitable
  has defaulted in performing any of its material obligations under
  such Other Agreement.  None of the Other Agreements listed on Exhibit
  E has heretofore been amended or supplemented (whether orally or in
  writing) except as set forth on Exhibit E.
           8.3.8  With respect to the Ground Leases:
                8.3.8.1 Exhibit C annexed hereto is a true, correct and
  complete list of all documents which comprise all of the Ground
  Leases, setting forth the date of each such Ground Leases and each
  amendment or supplement thereto and the names of the parties thereto.
                8.3.8.2  The copies of the Ground Leases and all
  amendments and supplements thereto heretofore made available and/or
  delivered to Purchaser for review are true, correct and complete
  copies thereof.
               8.3.8.3   Each Ground Lease is in full force and effect
  as of the date hereof.  None of the Ground Leases has been modified,
  amended or supplemented (whether orally or in writing) except as set
<PAGE> 37  
  forth in Exhibit C.  Equitable has complied in all material respects
  with the terms of the Ground Leases. Equitable has received no
  written notice from the lessor under any Ground Lease that Equitable
  has defaulted in performing any of its obligations under such Ground
  Lease.
        8.3.9   Equitable has not received (i) any written notice of
any Violation with respect to any Mall from any Governmental Authority
which has not heretofore been complied with except as set forth in
Exhibit L, or (ii) any written notice from any Governmental Authority
which is still outstanding of any failure by Equitable to obtain any
certificate, permit, license or approval with respect to any Mall, or
any intended revocation, modification or cancellation of any of the
same.
           8.3.10   Except as set forth in Exhibit T, no condemnation,
eminent domain or similar proceeding in which Equitable has been served
with process or of which Equitable has otherwise received written notice
is pending with respect to all or any part of any Mall, and Equitable
has no knowledge that any such proceeding is threatened or contemplated.
          8.3.11  Equitable has not received any written notice which is
still outstanding of any violation of any restriction, condition,
covenant or agreement contained in any easement, restrictive covenant or
any similar instrument or agreement which constitutes a Permitted
Encumbrance.
           8.3.12   There is no pending litigation against Equitable
affecting any Mall in respect of which Equitable has been served with
process or otherwise received written notice except for (i) claims for
personal injury, property damage or worker's compensation for which the
insurance carrier has not disclaimed liability and in which the amounts
claimed do not exceed the applicable insurance policy limits, and (ii)
other litigation shown on Exhibit M annexed hereto.  Equitable has no
knowledge of any threatened litigation affecting any Mall except
litigation of the nature described in clause (i) above.  Equitable shall
be responsible for indemnifying and holding Purchaser harmless from and
against all costs, expenses, damages and other amounts payable in
connection with such litigation and claims; provided, however, that if
Equitable collects any Rents in any such litigation which are allocable
to periods after the Adjustment Point, the amount payable to Purchaser
in respect of such Rents shall be net of costs of collection properly
allocable thereto.
<PAGE> 38  
        8.3.13   All fixtures, equipment and articles of personal
property attached or appurtenant to or used in connection with any Mall
and located thereat, except those belonging to Tenants, subtenants of
Tenants, Adjoining Owners and independent contractors or utility
companies, and items which are leased by Equitable, are owned by
Equitable, free from all liens and encumbrances.  A schedule of the
material items of personal property included in the sale, which in any
event includes all items of personal property having a cost of $5,000 or
more, is attached hereto as Exhibit X, which Exhibit separately
identifies any leased personal property, the leases for which are listed
on Exhibit E annexed hereto.
         8.3.14   Equitable has no employees or agreements with any
employees who will continue performing services after the Closing in
connection with the operation of the Mall.  All persons who regularly
perform services at the Mall are employees of the Managing Agent or
other independent contractors.
          8.3.15  Exhibit J annexed hereto lists all environmental
reports relating to Hazardous Materials at the Malls which Equitable
caused to be prepared and heretofore delivered to Purchaser.  As used
herein, the term "Hazardous Materials" means (i) toxic wastes, hazardous
materials, hazardous substances or other substances which are prohibited
or regulated by any federal, state or local law or regulation addressing
environmental protection or pollution control matters, (ii) hazardous
levels of asbestos, (iii) polychlorinated biphenyls (PCBs) and (iv) oil,
petroleum and their by-products.  Except as disclosed or as may be
disclosed in the reports listed on Exhibit J, and except with respect to
cleaning fluids and similar substances which may be used in the routine
operation or maintenance of the Malls, (a) Equitable has not itself
caused any Hazardous Materials to be utilized or stored in or on any
Mall, or to be disposed of therefrom, except in accordance with the
provisions of Legal Requirements applicable to Hazardous Materials and
(b) to Equitable's knowledge, no Hazardous Materials are present in, on
or under any Mall in quantities or amounts which would be in violation
of Legal Requirements applicable thereto.  Equitable has not received
any written notice from any Governmental Authority or other person or
entity that any condition exists at any Mall which constitutes or has
resulted in a violation of any Legal Requirement relating to Hazardous
Materials or that any claim is being asserted against Equitable by
reason of any such violation.
<PAGE> 39         
        8.3.16  Equitable has not received any written notice from any
insurer of the Malls requiring any work to be performed as a condition
to the renewal of any insurance policy carried by Equitable in respect
thereof which has not heretofore been complied with.
         8.3.17  The audited financial statements for Separate Account
174 for the calendar years 1994 through 1996 were prepared in accordance
with generally accepted accounting principles, consistently applied, and
fairly and accurately reflected in all material respects the financial
condition of the Malls for the periods covered thereby.  All unaudited
interim statements of operation of the Malls for any portion of 1997
heretofore or hereafter delivered by Equitable to Purchaser fairly and
accurately reflect, or will reflect, in all material respects the
revenues and expenses of each of the Malls for the periods covered
thereby, subject to year-end adjustments made in the ordinary course in
connection with the preparation of the audited financial statements for
1997.
      8.4   Effect of Estoppels.  If prior to the Closing the lessor
under any Ground Lease, the Trustee under the Existing Financing, a
Tenant or an Adjoining Owner has provided an estoppel letter to
Purchaser which sets forth information with respect to any item as to
which Equitable has made a representation or warranty, then Equitable's
representation and warranty in respect of such information shall
thereafter be null and void and of no further force or effect, such
representation and warranty shall not be deemed to have been remade as
of the Closing and Purchaser shall rely solely on the information set
forth in such estoppel letter, subject to Section 17.3.
     8.5   Condition of the Malls.  Notwithstanding anything to the
contrary set forth in subsection 8.3.4.3 or 8.3.8.3, the representations
and warranties contained therein to the effect that Equitable has
complied in all material respects with the documents which evidence or
secure the Existing Financing or with the terms of the Ground Leases not
apply to any obligation on the part of Equitable, or any default or
alleged default based on Equitable's failure, to maintain the Malls, or
any of them, in good repair and condition or to make any replacements or
improvements thereto, it being understood that Purchaser has agreed to
accept the Malls in their "as-is" physical condition, although nothing
in this Section 8.5 shall be deemed to constitute a waiver by Purchaser
of its rights at law or in equity, if any, to seek contribution or other
recourse against Equitable in the event of a claim asserted against
Purchaser by a third party with respect to liabilities arising from or
<PAGE> 40
relating to any circumstances or conditions which exist at or in respect
of the Malls prior to closing.  The provisions of this Section 8.5 shall
survive the Closing.
    8.6     Survival of Equitable's Warranties, etc.
          8.6.1   All of Equitable's representations and warranties
contained in this Article 8 (other than those contained in subsections
8.3.1, 8.3.2 and 8.3.3, which shall survive the Closing without
limitation as to time), and all certifications, representations and
warranties made by Equitable in Equitable's certificate delivered
pursuant to Section 8.6.3 or in any Seller's Estoppel Letter delivered
by Equitable to Purchaser, shall (except as otherwise provided in
Section 8.4) survive until one (1) year after the date of the Closing;
provided, however, that Equitable's liability for any breach of such
warranties, representations and certifications shall not expire as to
any breach or alleged breach thereof if notice of such breach or alleged
breach is given by Purchaser to Equitable prior to one (1) year after
the date of the Closing and, if such notice is given, legal proceedings
are instituted in respect of such breach or alleged breach within six
(6) months after such notice is given.
         8.6.2   Notwithstanding anything to the contrary set forth in
this Article 8, Equitable shall have no liability to Purchaser for
breach of any warranty and representation set forth in this Article 8 or
in any Seller's Estoppel Letter or in the certificate provided for in
subsection 8.6.3 unless and except to the extent that the damages due to
Purchaser by reason of all such breaches together with damages resulting
from any adverse facts and matters described in Section 17.3, exceed
$5,000,000, and in no event shall Equitable be liable to Purchaser for
consequential or punitive damages in respect of any such breach.  For
the purposes of this subsection 8.6.2, matters disclosed in any estoppel
letter which, under the terms of this Agreement or any instrument or
document delivered pursuant hereto, it is Equitable's obligation to pay
or rectify, shall not be applied against said $5,000,000.
        8.6.3    All of Equitable's representations and warranties set
forth in this Article 8 shall be deemed to have been remade on and as of
the Closing Date and Equitable shall deliver to Purchaser at the Closing
a certificate in the form of Exhibit Y, which certificate shall be
subject to all limitations on liability and survival, limitations on
Equitable's knowledge and other matters set forth elsewhere in this
Agreement (to the same effect as if the statements made in such
certificate were included in Section 8.3).  Notwithstanding the
<PAGE> 41
foregoing, if any matter or event shall have occurred between the date
hereof and the date of the Closing which does not result from any
intentional act or omission of Equitable, that is not permitted under
any provisions of this Agreement and which makes any such warranty or
representation untrue in any material respect, Equitable shall have the
right to disclose such matter or event in the certificate above provided
for, and if Equitable does so, Equitable shall not be liable to
Purchaser following the Closing for the breach of the warranty or
representation in question which results from the occurrence of such
matter or thing, but in no event shall Purchaser be obligated to close
hereunder unless the conditions precedent to Purchaser's obligation to
close set forth in this Agreement (including, without limitation, in
Section 11.1) shall have been fulfilled.
        8.6.4    Notwithstanding anything to the contrary set forth in
this Article 8 or elsewhere in the Agreement, if prior to the Closing
Purchaser has or obtains knowledge that any of Equitable's warranties or
representations set forth in this Article 8, or any of Equitable's
certifications, warranties or representations made in Equitable's
representation certificate pursuant to Section 8.6.3 or in any Seller's
Estoppel Letter, is untrue in any respect, and Purchaser nevertheless
proceeds with the Closing, then the breach by Equitable of the
warranties, representations or certifications as to which Purchaser
shall have such knowledge shall be waived by Purchaser and Equitable
shall have no liability to Purchaser or its successors or assigns in
respect thereof.  For the purposes of this subsection 8.6.4, Purchaser
shall be deemed to have or to have obtained knowledge of any such matter
or thing only if such matter or thing (i) was set forth in written
studies, reports, memoranda, letters or other documents furnished to
Purchaser by or on behalf of Equitable (including, without limitation,
by Equitable's attorneys, ERE or the Managing Agent), by any affiliates,
agents or representatives of Purchaser, by third-party consultants
retained by Purchaser or by Purchaser's attorneys (including in-house
attorneys), or (ii) was otherwise known to any of Bruce Gobeyn, Arthur
Massing, Donald Gandolf and Cheryl Arnold.
   9.  Representations and Warranties of Purchaser.
        9.1 Purchaser's Warranties.  Purchaser warrants and represents
to Equitable as follows:
           9.1.1 Purchaser is a general partnership duly organized,
validly existing and in good standing under the laws of the State of
Delaware.
<PAGE> 42
           9.1.2  Each of Purchaser and its general partner has full
power and authority to enter into this Agreement and perform its
obligations hereunder in accordance with the terms hereof.  The
execution, delivery and performance of this Agreement by Purchaser and
the documents to be executed by Purchaser pursuant hereto have been duly
and validly authorized by all necessary partnership action on the part
of Purchaser and by all necessary partnership action on the part of its
partners and by all necessary corporate action on behalf of the general
partner of each of its partners.  This Agreement constitutes the legal,
valid and binding obligation of Purchaser, enforceable against Purchaser
in accordance with its terms, subject as to enforceability to the effect
of applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or similar laws affecting the rights of creditors
generally and to general principles of equity.  No bankruptcy,
insolvency, reorganization, arrangement or moratorium proceeding, or
allegation of fraudulent conveyance, is now pending or threatened
against Purchaser.
           9.1.3  Execution by Purchaser of this Agreement and all
documents provided for herein to be executed by Purchaser, and
performance by Purchaser of the provisions hereof and thereof, will not
violate or result in any breach of, or constitute a default under, any
law, regulation, order or judgment of any governmental authority to
which Purchaser or either of its partners is subject, or any agreement,
indenture, mortgage, deed of trust, bank loan, credit agreement or any
other instrument to which Purchaser or either of its partners is a party
or by which Purchaser or either of its partners is bound, where such
breach or default might adversely affect Purchaser's or either of its
partners' ability to perform its or their obligations hereunder or under
such other documents.  None of Purchaser or its partners is in default
under any note, evidence of indebtedness, lease, contract, license,
undertaking or other agreement where the liability thereunder might
adversely affect Purchaser's or its partners' ability to perform its or
their obligations under this Agreement or such other documents.
          9.1.4  Purchaser is not utilizing the assets of any employee
benefit plan (as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended) for or in connection with its
acquisition of the Malls.
       9.2  Remaking of Warranties; Survival. All of Purchaser's
representations and warranties set forth in this Article 9 shall be
deemed to have been remade on and as of the Closing Date.  Such
<PAGE> 43
representations and warranties, as remade, shall survive the Closing
without limitation as to time.
    10.   Conditions to the Obligation of Equitable to Close.  The
obligation of Equitable to close under this Agreement is expressly
conditioned upon the fulfillment by and as of the Closing Date of each
of the conditions listed below, provided that Equitable, at its
election, may waive all or any of such conditions, which election shall
be conclusively evidenced by Equitable's proceeding with and completing
the closing of the transaction provided for herein:
       10.1  Purchase Price.  Purchaser shall have paid to Equitable the
Purchase Price as provided in Article 3 hereof and all other amounts due
to Equitable hereunder.
       10.2  Representations and Warranties.  All representations and
warranties of Purchaser set forth in Article 9 shall be true and correct
in all material respects on and as of the Closing Date as if made on and
as of such date.
       10.3 Performance of Obligations.  Purchaser shall have executed
and/or delivered or caused to be delivered at the Closing all documents
and executed counterparts of documents and instruments required by this
Agreement to be executed and/or delivered by Purchaser and shall have
taken all other actions and fulfilled all other covenants and conditions
required of Purchaser under this Agreement.
       10.4 Required Consents.  All of the Required Consents shall have
been obtained, to the extent failure to obtain the same would result in
any material liability to Equitable.
       10.5 Rating Agency Approval.  Subject to the provisions of
subsection 3.3.1, the parties shall have received the Rating Agency
Approval, to the extent failure to obtain the same would result in any
material liability to Equitable.
     If any of the foregoing conditions is not satisfied and, as a
result, the Closing does not occur, the Deposit or Letter(s) of Credit
shall be returned to Purchaser, this Agreement shall terminate and
neither party shall have any further rights or obligations under this
Agreement except as otherwise specifically provided herein; provided,
however, that if any such condition is not satisfied due to Purchaser's
default, Equitable shall have the rights provided for in Section 16.1.
   11.  Conditions to the Obligation of Purchaser to Close.  The
obligation of Purchaser to close under this Agreement is expressly
conditioned upon the fulfillment by and as of the Closing Date of each
<PAGE> 44
of the conditions listed below, provided that Purchaser, at its
election, may waive all or any of such conditions, which election shall
be conclusively evidenced by Purchaser's proceeding with and completing
the closing of the transaction provided for herein:
     11.1   Representations and Warranties.  All representations and
warranties of Equitable set forth in Section 8.3 shall be true and
correct on and as of the Closing Date as if made on and as of such date
(without reference to any modifications thereof contained in the
certificate delivered by Equitable to Purchaser pursuant to subsection
8.6.3), except for breaches thereof, if any, which do not in the
aggregate have a material adverse affect on the value of the Malls taken
as a whole.
    11.2    Performance of Obligations.  Equitable shall have executed
and/or delivered or caused to be delivered at Closing all of the
documents and instruments required by this Agreement to be executed
and/or delivered by Equitable and shall have taken all other actions and
fulfilled all other covenants and conditions required of Equitable under
this Agreement in all material respects.
    11.3    Title.  Purchaser shall not elect or be entitled to elect to
terminate this Agreement pursuant to Section 14.1 and the Title Company
shall be prepared to issue to Purchaser one or more owner's policies of
title insurance for the Malls in an aggregate amount equal to the
Purchase Price, subject only to the Permitted Encumbrances.
    11.4   Estoppels.  Purchaser shall have received the estoppels
required by subsections 17.1.1, 17.1.2 and 17.1.4 and the condition set
forth in Section 17.3 shall be satisfied.
    11.5    Required Consents.  All of the Required Consents shall have
been obtained.
    11.6    Rating Agency Approval.  Subject to the provisions of
subsection 3.3.1, the parties shall have received the Rating Agency
Approval.
     If any of the foregoing conditions is not satisfied and, as a
result, the Closing does not occur, the Deposit or Letter(s) of Credit
shall be returned to Purchaser, this Agreement shall terminate and
neither party shall have any further rights or obligations under the
Agreement except as otherwise specifically provided herein; provided,
however, that if any such condition is not satisfied due to Equitable's
default, Purchaser shall have the rights provided for in Section 16.2.
<PAGE> 45
    12. Risk of Loss.
         12.1 Substantial Casualty.  If prior to the Closing any Mall
shall suffer any Substantial Casualty, Purchaser shall nevertheless be
required to close title to all Malls hereunder.  In the event of any
such Substantial Casualty Equitable shall provide prompt written notice
thereof to Purchaser, and Purchaser shall give written notice to
Equitable within twenty (20) business days after Purchaser receives
Equitable's written notice that Purchaser elects on the Closing Date
either (i) to purchase all of the Malls, in which event Section 12.3
shall apply, or (ii) to purchase all of the Malls other than the Mall
affected by such Substantial Casualty, in which event the Purchase Price
payable at the Closing shall be reduced by that portion thereof which is
allocated to the damaged Mall, as agreed by Equitable and Purchaser (the
"Allocated Price") and Purchaser shall remain obligated to purchase the
damaged Mall as hereinafter provided.  If Purchaser shall make the
election set forth in clause (ii) above, (a) the Closing shall take
place as to all of the Malls other than the damaged Mall, (b) Escrow
Agent shall retain in escrow pursuant to the terms of this Agreement
that portion of the Deposit which bears the same proportion thereto as
the Allocated Price bears to the Purchase Price (or the Letter(s) of
Credit held by Equitable shall be reduced to such aggregate amount), (c)
Equitable shall proceed with reasonable diligence to repair and restore
the damaged Mall substantially to its condition immediately prior to
such Substantial Casualty at Equitable's sole cost and expense, (d)
Equitable shall be entitled to all insurance proceeds payable by reason
of such Substantial Casualty, and (e) upon completion of such repair and
restoration, Equitable and Purchaser shall consummate the sale of the
affected Mall on the terms and conditions set forth in this Agreement
applicable thereto.
      12.2  Substantial Taking.  If prior to the Closing any Mall shall
be subject to a Substantial Taking (it being agreed that the
condemnation of a portion of the Lindale Mall referred to in Exhibit T
shall not be deemed to be a Substantial Taking under this Section 12.2),
Equitable shall promptly deliver written notice thereof to Purchaser,
and Purchaser shall have the right to terminate this Agreement by giving
written notice to Equitable within twenty (20) business days after
Purchaser receives Equitable's written notice of such taking.  If this
Agreement is so terminated by Purchaser, Escrow Agent shall return the
Deposit and the Income to Purchaser (and Equitable and Purchaser shall
execute a written instruction to Escrow Agent to do so), or Equitable
shall return the Letter(s) of Credit to Purchaser, and neither party
<PAGE> 46
shall have any further obligations or liabilities hereunder, or
otherwise with respect to the subject matter hereof, except as otherwise
expressly provided herein to the contrary.  If Purchaser shall fail to
deliver timely the aforesaid notice of termination, then Purchaser shall
irrevocably be deemed to have elected to proceed to the Closing and to
waive such termination right, in which event the provisions of Section
12.3 shall apply.
    12.3    Other Casualty or Taking.  Notwithstanding the foregoing, in
the event of any Casualty or Taking that does not constitute a
Substantial Casualty or a Substantial Taking, as the case may be, or if
Purchaser shall, notwithstanding a Substantial Casualty or a Substantial
Taking, elect or be deemed to have elected to proceed to Closing
pursuant to clause (i) of Section 12.1 or pursuant to Section 12.2, as
the case may be, this Agreement and the obligations of Equitable and
Purchaser hereunder shall remain in full force and effect except that
(i) Purchaser shall accept the Malls notwithstanding such damage or
taking and shall pay the full Purchase Price therefor and (ii) at the
Closing (a) Equitable shall assign to Purchaser all of its right, title
and interest in and to all insurance proceeds (including, without
limitation, business interruption or rent insurance proceeds) payable by
reason of such Casualty or all awards payable by reason of such Taking
(other than any such award payable in respect of the pending
condemnation of a portion of the Lindale Mall, which shall be retained
by and payable to Equitable), and, in the case of insurance proceeds,
shall credit against the Purchase Price the amount of any deductible
under Equitable's insurance policies, and (b) Equitable shall pay over
to Purchaser the amount of such proceeds or award, if any, received by
Equitable prior to the date of the Closing, and (c) Equitable shall not
settle or compromise any claim for such proceeds or award without the
prior consent of Purchaser, which consent shall not be unreasonably
withheld or delayed.  Notwithstanding the foregoing, Equitable shall be
entitled to receive or retain out of any such insurance proceeds or
award (i) any amounts expended by Equitable to restore or protect the
Malls, with the prior reasonable approval of Purchaser, and (ii) in the
case of insurance proceeds, loss of rents by reason of the fire or other
casualty suffered by Equitable prior to the Closing, which entitlement
shall survive the Closing.
     13.  Operation of the Malls Until Closing.
       13.1     Standard of Operation.  From the date hereof until the
Closing, Equitable shall (a) use reasonable efforts to maintain, for the
benefit of Purchaser following the Closing, the good will of Tenants,
prospective tenants, vendors and other parties having business relations
<PAGE> 47
with Equitable in respect of the Malls; (b) pay its debts (or in good
faith contest the same) and perform its obligations in respect of the
Malls as they become due; (c) maintain all of the Malls in the same
manner and condition that exists on the date hereof, as such condition
shall be altered by reason of Casualty, Taking and/or normal wear and
tear (provided, that Equitable shall not be obligated to make any
capital improvements, repairs or replacements to any Mall); (d) without
the express written consent of Purchaser, not (i) modify any Lease, (ii)
enter into any new Lease or extend or renew an existing Lease unless
either the terms thereof are set forth in the list of pending lease
transactions annexed hereto as Exhibit Z, or the provisions of Section
13.2 are complied with (other than renewals or extensions resulting from
the exercise by a Tenant of a currently existing renewal or extension
option), (iii) cancel or terminate any Lease or take any action to
enforce any Lease which would have the effect of canceling or
terminating the same, (iv) enter into a new reciprocal easement and
operating agreement or similar agreement or amend or modify, consent to
the assignment of or waive any material right under the Operating
Agreements, (v) make any material alterations to any Mall or enter into
any new contracts or extend or renew or cancel any Other Agreement
relating to material capital expenditures, (vi) enter into any other new
contracts or extend, renew or cancel any of the Other Agreements, except
for contracts executed in the ordinary and usual course and business and
in accordance with past practices and policies which can be terminated
without penalty or payment upon not more than thirty (30) days prior
notice, (vii) amend, modify or terminate any of the Ground Leases,
(viii) terminate the Management Agreement. (ix) modify any of the
documents which evidence or secure the Existing Financing or prepay the
Existing Financing in whole or in part, or (x) enter into any material
agreement the effect of which is to cause Equitable to be unable to
convey title to the Malls to Purchaser subject only to the Permitted
Encumbrances; and (e) otherwise operate the Malls in the ordinary course
of business and consistent with current practice.
       13.2  Leasing. If between December 15, 1997 and the Closing Date,
Equitable desires to enter into any new Lease, or renewal of an existing
Lease of space in a Mall which is not set forth in the list of pending
lease transactions annexed hereto as Exhibit Z, Equitable shall give
Purchaser notice (the "New Lease Notice") which sets forth with respect
to such proposed new Lease or Lease renewal, (i) the name of the
prospective tenant, (ii) the term of the Lease, (iii) the Rents payable
under the Lease, (iv) the location and size of the premises, (v) the
<PAGE> 48
permitted uses under the Lease, (vi) the expenses associated with the
consummation of the Lease, including without limitation leasing
commissions, tenant improvement costs, tenant allowances and the like,
and (vii) any concessions or free Rent being granted, and which sets
forth on its face the substance of the last sentence of this Section
13.2.  No such Lease shall be entered into by Equitable without the
prior written consent of Purchaser, which consent shall not be
unreasonably withheld.  If Purchaser does not respond to any New Lease
Notice within five (5) Business Days after its receipt thereof,
Purchaser shall be conclusively deemed to have approved the new Lease or
Lease renewal which is the subject of such New Lease Notice and
Equitable shall have the right to enter into such new Lease or Lease
renewal.
     14.  Title to the Mall.
        14.1  Title Defects.  If on the Closing Date Equitable shall be
unable to cause title to the Malls to be in accordance with the terms of
this Agreement as a result of any exception to title that is not a
Permitted Exception, Purchaser may terminate this Agreement by notice to
Equitable delivered on or prior to the Closing Date, as the same may
have been extended, in which event this Agreement shall be terminated
and of no further force or effect, the Deposit or Letter(s) of Credit
shall be returned to Purchaser, and neither party shall have any
obligations of any nature to the other hereunder or by reason hereof,
except as to those obligations hereunder that are specifically stated to
survive such termination.  Equitable shall be under no obligation to
take any steps or to institute or prosecute any action or proceedings,
or expend any sums of money, to remove from title to the Mall any
defect, encumbrance or objection to title; provided, however, that
Equitable shall be responsible for discharging any liens or encumbrances
which do not constitute Permitted Encumbrances, which can be discharged
solely by the payment of a sum of money not in excess of the sum of
$5,000,000 in the aggregate which arise solely on account of obligations
undertaken or actions performed by Equitable.  Equitable may use any
part of the Purchase Price to discharge the same, provided that
Equitable shall deliver to Purchaser at the Closing instruments in
recordable form sufficient to discharge such liens and encumbrances of
record.  Except for Equitable's failure to discharge such liens or
encumbrances as aforesaid up to an aggregate amount of $5,000,000,
Equitable shall not be deemed in default of this Agreement, and
Purchaser shall not be entitled to damages of any kind, if Equitable
shall fail or be unable to cause title to the Mall to be in the
condition called for by this Agreement, nor shall Purchaser in such
<PAGE> 49
circumstances be entitled to specific performance of this Agreement.  In
no event shall Equitable be obligated to discharge any mechanic's or
similar lien created by a Tenant in occupancy at the Closing whose Lease
is in full force and effect and in good standing (as described in
subsection 4.1.7) or an Adjoining Owner, but Equitable shall use
reasonable efforts to cause such Tenant or Adjoining Owner to do so.
      14.2   Waiver by Purchaser.  Purchaser, at its election, may at the
Closing accept such title as Equitable can convey, without reduction of
the Purchase Price or any credit or allowance on account thereof or any
claim against Equitable by reason thereof.
      14.3  Deeds Full Performance; Survival.  The acceptance of the
Deeds and other closing documents by Purchaser from Equitable shall be
deemed full performance on the part of Equitable of all of its
obligations under this Agreement, except as to any such obligation which
is specifically stated in this Agreement to survive the Closing or is
expressly contained in documents delivered at Closing.  Except where
otherwise expressly provided in this Agreement, none of the provisions
of this Agreement shall survive the Closing.
    15.   Brokers, etc.
        15.1  Equitable's Representation.  Equitable represents and
warrants to Purchaser that Equitable dealt with no broker, finder or
like agent who might claim a commission or fee in connection with the
transaction contemplated in this Agreement or on account of introducing
the parties, the preparation or submission of brochures, the negotiation
or execution of this Agreement or the closing of the transaction
contemplated herein other than Goldman, Sachs & Co. ("Broker").  The
fees of Broker shall be paid by Equitable pursuant to a separate
agreement between Equitable and Broker.  Equitable agrees to indemnify
and hold harmless Purchaser and its successors and assigns from and
against any and all claims, losses, liabilities and expenses, including
without limitation reasonable attorneys' fees, disbursements and
charges, arising out of any claim or demand for commissions or other
compensation for bringing about this transaction by any broker, finder
or similar agent or party, including, without limitation, Broker, who
claims to have dealt with Equitable or any affiliate thereof in
connection with this transaction.
       15.2  Purchaser's Representation.  Purchaser represents and
warrants to Equitable that neither Purchaser, nor any affiliate thereof,
has dealt with any broker, finder or like agent who might claim a
commission or fee in connection with the transaction contemplated in
<PAGE> 50
this Agreement or on account of introducing the parties, the preparation
or submission of brochures, the negotiation or execution of this
Agreement or the closing of the transaction contemplated herein, other
than Broker.  Purchaser agrees to indemnify and hold harmless Equitable
and its successors and assigns from and against any and all claims,
losses, liabilities and expenses, including without limitation
reasonable attorneys' fees, disbursements and charges, arising out of
any claim or demand for commissions or other compensation for bringing
about this transaction by any broker, finder or similar agent or party
other than Broker who claims to have dealt with Purchaser or any
affiliate thereof in connection with this transaction.
       15.3  Survival.  The provisions of this Article 15 shall survive
the Closing or the termination of this Agreement.
   16.   Default; Remedies.
       16.1  Purchaser's Default.  If at the Closing Date the conditions
to the obligation of Equitable to close title as set forth in Article 10
have not been fulfilled on account of the default of Purchaser in
performing any of its obligations hereunder, and the Closing does not
occur as a result thereof, then Equitable shall be entitled as its sole
and exclusive remedy to terminate this Agreement and receive the Deposit
from the Escrow Agent or draw upon the full amount of the Letter(s) of
Credit as liquidated damages for Purchaser's default (and in such
circumstances Purchaser shall, if applicable, join with Equitable in a
written instrument to Escrow Agent to pay the Deposit to Equitable).
Purchaser and Equitable agree that such liquidated damages are based in
part upon the following damages which Equitable will suffer on account
of a default by Purchaser and the failure of the Closing to occur, which
damages Purchaser and Equitable agree are incapable of an exact
determination of amount:  the removal of the Malls from the real estate
market and the loss of the possibility of obtaining a new purchaser
during such time at a higher amount; the possibility of being unable to
find a new purchaser for the amount of the Purchase Price after
Purchaser's default; various restrictions related to the management and
maintenance of the Malls during the period of this Agreement; the
inconvenience and expense of remarketing the Malls for sale; and the
expense of negotiating and documenting a new transaction; and that the
Deposit is a reasonable estimate of Equitable's damages.
      16.2  Equitable's Default.  If at the Closing Date the conditions
to the obligation of Purchaser to close title as set forth in Article 11
have not been fulfilled on account of the default of Equitable
<PAGE> 51
hereunder, and the Closing shall not occur as a result thereof, then
Purchaser shall be entitled to pursue, at its election, either of the
following as its sole and exclusive remedy:  (i) terminate this
Agreement and have the Deposit returned to it by the Escrow Agent or the
Letter(s) of Credit returned to it by Equitable, or (ii) seek specific
performance of Equitable's obligations under this Agreement.  Purchaser
hereby waives any right to sue Equitable for damages (including
consequential damages) for any default by Equitable hereunder but if the
Closing occurs such waiver shall not apply to damages to which Purchaser
may be entitled hereunder by reason of any breach by Equitable of any of
its warranties or representations hereunder which survive the Closing;
provided, however, that in the event of a willful default by Equitable
which would render the remedy of specific performance unavailable to
Purchaser, Purchaser may seek damages (but not consequential damages)
from Equitable provided that Purchaser has sought and been unable to
pursue the remedy of specific performance within six months after the
occurrence of such default.
      16.3  Survival.  The provisions of this Article 16 shall survive
the termination of this Agreement.
    17.   Estoppels.
       17.1  Required Estoppels.  At or before the Closing Equitable
shall deliver to Purchaser the following estoppel letters:
            17.1.1  estoppel letters from all Anchors which are parties to
Operating Agreements, such estoppel letters to be in substantially the
form annexed hereto as Exhibit U; provided, however, that if any
Operating Agreement provides for the form or content of an estoppel
letter, Purchaser shall accept an estoppel letter as called for therein
if an Anchor refuses to execute one in the form annexed hereto as
Exhibit U after being requested to do so by Equitable;
           17.1.2  estoppel letters from (i) all Anchors which are Tenants
under Leases, if any, and (ii) from 70% of all other Tenants at each
Mall (other than Tenants under Leases consisting of licenses and
concession agreements which have terms, including any rights to renew or
extend, not in excess of six (6) months), such estoppel letters to be in
substantially the form annexed hereto as Exhibit V; provided, however,
that if any Lease provides for the form or content of an estoppel
letter, Purchaser shall accept an estoppel letter as called for therein
<PAGE> 52
if any Tenant refuses to execute one in the form annexed hereto as
Exhibit V after being requested to do so by Equitable; and
          17.1.3  estoppel letters from the lessors under the Ground
Leases listed in paragraphs 1 and 3 of Exhibit C annexed hereto, such
estoppel letters to be in substantially the form annexed hereto as
Exhibit AA or in the form, if any, provided for in the applicable Ground
Lease.
     17.2   Additional Estoppels.  Equitable shall request and shall use
reasonable efforts to obtain and deliver to Purchaser at or before the
Closing the following additional estoppel letters:
         17.2.1   an estoppel letter from the lessor under the Ground
Lease listed in paragraph 2 of Exhibit C annexed hereto, such estoppel
letter to be in substantially the form annexed hereto as Exhibit AA; and
          17.2.2   an estoppel letter from the Trustee under the Existing
Financing containing the information required of the Trustee under
Section 41 of the Mortgage;
provided, that the delivery of any of such estoppel letters shall not be
a condition to Purchaser's obligation to close title hereunder.
       17.3   No Default.  Equitable shall not be in default under this
Agreement if one or more estoppel letters signed by Anchors, Tenants or
other third parties set forth allegations or facts at variance with
statements in the forms annexed hereto as exhibits, but it shall be a
condition to Purchaser's obligation to close the transaction provided
for herein that such estoppel letters, taken as a whole, do not in
Purchaser's reasonable judgment reveal facts which when aggregated with
those matters revealed in the certificate delivered pursuant to
subsection 8.6.3, and the knowledge obtained by Purchaser as described
in subsection 8.6.4, have a material adverse effect on the value of the
Malls, taken as a whole.  For purposes of this Section 17.3, matters
disclosed in any estoppel letter which, under the terms of this
Agreement or any instrument or document delivered pursuant hereto, it is
Equitable's obligation to pay or rectify shall not be deemed to have an
adverse effect on the value of the Malls.
        17.4    Seller's Estoppels.  If Equitable shall be unable to deliver
any such estoppel certificate from any Anchor pursuant to Sections
17.1.1 or 17.1.2 currently in bankruptcy, then Equitable may, at its
option, deliver to Purchaser at Closing, and, if so delivered, Purchaser
shall accept in lieu of the Anchor estoppel certificate in question, in
<PAGE> 53
respect of the applicable Lease or Operating Agreement, as the case may
be (but in no event more than one for each Anchor at a Mall which is
currently in bankruptcy), a certificate of Equitable ("Seller's Estoppel
Letter") with respect to those matters set forth in the applicable form
of estoppel certificate attached hereto, which Seller's Estoppel Letter
may be limited to Equitable's knowledge as appropriate, and which shall
contain the same limitations on survival, liability, knowledge and other
matters set forth elsewhere in this Agreement as if the representations
set forth therein were set forth in Section 8.3 hereof.  In addition,
(i) if Equitable shall be unable to deliver up to two (2) such estoppel
certificates from any Anchor pursuant to Sections 17.1.1 or 17.1.2 not
currently in bankruptcy, then Equitable may, at its option, deliver to
Purchaser at Closing and if so delivered Purchaser shall accept in lieu
of each of the two (2) or fewer Anchor estoppel certificates in
question, in respect of the applicable Lease or Operating Agreement, as
the case may be, a Seller's Estoppel Letter with respect to those
matters set forth in the applicable form of estoppel certificate
attached hereto, which Seller's Estoppel Letter may be limited to
Equitable's knowledge as appropriate, and which shall contain the same
limitations on survival, liability, knowledge and other matters set
forth elsewhere in this Agreement as if the representations set forth
therein were set forth in Section 8.3; or (ii)if Equitable shall be
unable to deliver more than two (2) such estoppel certificates from any
Anchor pursuant to Sections 17.1.1 or 17.1.2 not currently in
bankruptcy, then Equitable may, at its option, deliver to Purchaser at
Closing, and if so delivered Purchaser shall accept in lieu of each of
the Anchor estoppel certificates in question, in respect of the
applicable Lease or Operating Agreement, as the case may be, a
certificate of Equitable ("DS Estoppel Certificate") with respect to
those matters set forth in the applicable form of estoppel certificate
attached hereto, which DS Estoppel Certificate may be limited to
Equitable's knowledge as appropriate and which shall contain the same
limitations on knowledge and other matters as set forth elsewhere in
this Agreement as if the representation set forth therein were set forth
in Section 8.3; provided, however, that Equitable may in no event
deliver more than six (6) DS Estoppel Certificates as provided in this
subsection 17.4, there shall be no more than one (1) DS Estoppel
Certificate for any one Mall and the limitation on survival set forth in
subsection 8.6.1 and the provisions of subsection 8.6.2 shall not apply
to any DS Estoppel Certificate.
          17.5   If Equitable elects not to deliver any Seller's
Estoppel Certificate or DS Estoppel Certificate, Equitable shall not
thereby be deemed to be in default hereunder and Purchaser's sole remedy
<PAGE> 54
shall be that which is set forth in Article 11.  At Equitable's request
and expense, Purchaser shall cooperate with Equitable and provide
Equitable with reasonable assistance in its attempt to obtain estoppel
letters from Anchors and Tenants required hereunder.
  18.  Notices.  Except as otherwise provided in this Agreement, all
notices, demands, requests, consents, approvals or other communications
which are required or permitted to be given under this Agreement or
which either party desires to give with respect to this Agreement shall
be in writing and shall be delivered by hand or sent by telecopy (with
the original sent by first-class mail, postage prepaid), or sent postage
prepaid, by registered or certified mail, return receipt requested, or
by reputable overnight courier service addressed to the party to be
notified as follows (or to such other address as such party shall have
specified at least ten (10) days prior thereto by like notice) and shall
be deemed given when so delivered by hand, telecopied, or if mailed,
three (3) Business Days after mailing (one (1) Business Day in case of
overnight courier service), as follows:

          if to Equitable, to:

          ERE Yarmouth
          3424 Peachtree Road, N.E.
          Suite 800
          Atlanta, Georgia 30326
          Attn:  Douglas T. Healy
          Telecopier:  (404) 848-8916

          with copies at the same time to:

          ERE Yarmouth
          3424 Peachtree Road, N.E.
          Suite 800
          Atlanta, Georgia  30326
          Attn:  Suman P. Gera
          Telecopier:  (404) 848-8916

          with copies at the same time to:

          Paul, Weiss, Rifkind, Wharton & Garrison
          1285 Avenue of the Americas
          New York, New York 10019-6064
          Attn:  Walter F. Leinhardt, Esq.
          Telecopier:  (212) 373-2771
<PAGE> 55     
          if to Purchaser, to:

          115 West Washington Street
          Indianapolis, Indiana  46204
          Attn: Bruce Gobeyn
          Telecopier:  (317) 685-7221

          and

          The Macerich Company
          2 Galleria Tower
          13455 Noel Rd., Suite 1480
          Dallas, Texas  75240
          Attn:  Edward Coppola
          Telecopier:  (972) 458-7021

          with copies at the same time to:

          115 West Washington Street
          Indianapolis, Indiana  46204
          Attn:  James M. Barkley, Esq.
          Telecopier:  (317) 685-7221

               and

          The Macerich Company
          233 Wilshire Blvd., Suite 700
          Santa Monica, California  90401
          Attn:  Richard Bayer, Esq.
          Telecopier:  (310) 395-2791

  19.  Further Assurances.  Each of Equitable and Purchaser agrees, at
any time and from time to time after the Closing, to execute,
acknowledge, where appropriate, and deliver such further instruments and
documents and to take such other action as the other party may
reasonably request in order to carry out the intents and purposes of
this Agreement, provided that such request is made by notice given
within two (2) years after the Closing Date.  If required by the other
party, the party making the request will bear the reasonable cost
involved.  Neither party shall be required to execute any instrument or
document pursuant to this Article 19 which would increase the liability
or obligations of such party over that provided for in this Agreement
<PAGE> 56
and the instruments and documents executed by such party pursuant
hereto.  The provisions of this Article 19 shall survive the Closing.
  20.  Captions.  The article and section titles or captions in this
Agreement and the Table of Contents and the Schedule of Exhibits
prefixed hereto are for convenience only and shall not be deemed to be
part of this Agreement.
  21.  Governing Law; Construction.  This Agreement shall be construed,
interpreted and enforced in accordance with the laws of the State of New
York applicable to contracts negotiated, executed and to be performed
wholly within such State; provided, however, that matters relating to
title to a Mall or instruments conveying or affecting such title shall
be governed by the laws of the state in which such Mall is located.
Each party hereto acknowledges that it was represented by counsel in
connection with this Agreement and the transactions contemplated herein,
that it and its counsel reviewed and participated in the preparation and
negotiation of this Agreement and the documents and instruments to be
delivered hereunder, and that any rule of construction to the effect
that ambiguities are to be resolved against the drafting party shall not
be employed in the interpretation of this Agreement or the documents and
instruments to be delivered hereunder.
  22.  Entire Agreement; No Third Party Beneficiary, etc.  This
Agreement, including all Exhibits, contains the entire agreement between
the parties with respect to the subject matter hereof and supersedes all
prior understandings, if any, with respect thereto.  The parties have
made no representations with respect to the subject matter of this
Agreement and have given no warranties with respect to the subject
matter hereof except as expressly provided herein and/or expressly
provided in the documents delivered at Closing.  This Agreement may not
be modified, changed, supplemented or terminated, nor may any
obligations hereunder be waived, except by written instrument signed by
the party to be charged or by its agent duly authorized in writing or as
otherwise expressly permitted herein.  The parties do not intend to
confer any benefit hereunder on any person, firm, corporation or other
entity other than the parties hereto.  The provisions of this Article 22
shall survive the Closing or termination of this Agreement.
  23.  Waivers; Extensions.  No waiver of any breach of any agreement or
provision herein contained shall be deemed a waiver of any preceding or
succeeding breach thereof or of any other agreement or provision herein
contained.  No extension of time for performance of any obligations or

acts shall be deemed an extension of the time for performance of any
other obligations or acts.  Whenever in this Agreement it is provided
that a document, such as an estoppel letter or good standing
certificate, must be dated within a specified number of days prior to
the Closing Date, the reference to the Closing Date in each such
provision shall be deemed to be February 2, 1998 and not any date to
which such Closing Date may be adjourned by agreement of the parties
hereto.  The provisions of this Article 23 shall survive the Closing or
termination of this Agreement.
  24.  Pronouns.  All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine or neuter, singular or
plural, as the identity of the parties may require.
  25.  Transaction Expenses; Fees and Disbursements of Counsel, etc.
       25.1     Transaction Expenses.  Equitable shall pay recording fees
and charges for documents required to remove exceptions to title which
do not constitute Permitted Exceptions and/or the cost of causing the
Title Company to omit or insure over any such exceptions, the cost of
updating the survey for each Mall, the fees of the Broker and all costs
incurred in connection with obtaining the Required Consents.  Equitable
and Purchaser shall each pay one-half of all recording charges and
escrow fees (except as provided in the preceding sentence) and one-half
of any documentary stamp taxes and surtaxes, transfer taxes and similar
charges payable in connection with the conveyance of the Malls by
Equitable to Purchaser.  Purchaser shall pay the premiums for the owners
policies of title insurance issued to Purchaser at Closing.  Equitable
shall pay all costs necessary to obtain the Rating Agency Approval
(exclusive of Purchaser's attorneys' fees, which shall be paid by
Purchaser).
      25.2  Other Expenses.  Subject to Section 25.1, each party shall
pay its own expenses in connection with the transaction contemplated in
this Agreement, including the fees, disbursements and charges of its own
counsel, accountants, consultants, experts and other advisors in
connection with the negotiation and preparation of this Agreement and
the Closing.
      25.3  Financial Statements; Appraisals.  Equitable shall, at its
sole cost and expense, cause to be prepared and delivered to Purchaser
the audited financial statements and appraisals of the Malls for 1997
which are required pursuant to the Existing Financing, as well as common
area maintenance expense calculations for each of the Malls for 1997,
such calculations to be in the form utilized in previous years are to be
<PAGE> 58
audited if the calculations for previous years were audited.  Further,
Equitable shall assist Purchaser in obtaining comfort letters and
similar documentation as may be required to permit Purchaser and its
affiliates to comply with applicable public reporting requirements
including Regulation Sx.
      25.4   Survival.  The provisions of this Article 25 shall survive
the Closing or (except for Section 25.3) the termination of this
Agreement.
   26.  Assignment.  Purchaser shall not, without the prior written
consent of Equitable, assign this Agreement or its rights hereunder, in
whole or in part, to any other person or entity; provided, however, that
Purchaser may designate a nominee to take title to the Malls at Closing
so long as such nominee is controlled by or under common control with
Purchaser and Rating Agency Approval has been obtained with respect to
such nominee.
   27.  Counterparts.  This Agreement may be executed in counterparts,
each of which (or any combination of which, signed by all of the
parties) shall be deemed an original, but all of which, taken together,
shall constitute one and the same instrument.
   28.  No Recording.  The parties agree that neither this Agreement nor
any memorandum or notice hereof shall be recorded or filed in any public
records except as required by law.  If Purchaser violates the terms of
this Article, Equitable, in addition to any other rights or remedies it
may have, may immediately terminate this Agreement by giving notice to
Purchaser of its election so to do and receive and retain the Deposit or
draw upon the Letter(s) of Credit as liquidated damages in accordance
with Section 16.1.  The provisions of this Article shall not be
construed as preventing Purchaser from filing a lis pendens against the
Malls in the event it institutes any litigation against Equitable with
respect to the transaction provided for herein and, under applicable
law, it is entitled to file such lis pendens.  The provisions of this
Article shall survive the Closing or any termination of this Agreement.
   29. Unitary Transaction.  The parties hereto agree that if the
Closing is to occur, it must be in respect of all thirteen Malls,
subject to Article 12, and unless the parties hereafter otherwise agree,
Purchaser shall not have the right to acquire, and Equitable shall not
have the right to require Purchaser to acquire, fewer than all of the
Malls.
   30. Prevailing Party's Attorneys' Fees.  In connection with any
litigation, including appellate proceedings, initiated by a party hereto
against the other party hereto and arising out of this Agreement or any
<PAGE> 59
instrument or document executed pursuant hereto, the party adjudicated
to be the substantially prevailing party shall be entitled to recover
reasonable attorneys' fees and disbursements from the other party.  The
provisions of this Article shall survive the Closing or the termination
of this Agreement.
   31. Radon Gas Notification.  In accordance with Florida Statutes
Section 404.056, Equitable hereby notifies Purchaser that radon is a
naturally occurring radioactive gas that, when it has accumulated in a
building in sufficient quantities, may present health risks to persons
who are exposed to it over time.  Levels of radon that exceed federal
and state guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may be obtained
from the county public health unit.
   32.  Energy-Efficiency Rating Disclosure.  In accordance with Florida
Statutes Section 553.996, Purchaser may have the energy-efficiency
rating of Lake Square Mall determined.  Purchaser acknowledges that it
has received from Seller a copy of The Florida Building Energy-
Efficiency Rating System Brochure as provided by the State of Florida
Department of Community Affairs.
  33.  Waiver of Jury Trial.  THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE ANY RIGHT THAT EITHER PARTY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH, THE MALL, THE CONVEYANCE INSTRUMENT OR ANY
OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH, OR IN RESPECT OF ANY
COURSE OF CONDUCT, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF
EITHER PARTY.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH OF THE
PARTIES TO ENTER INTO THIS TRANSACTION AND SHALL SURVIVE THE CLOSING OR
THE TERMINATION OF THIS AGREEMENT.
<PAGE> 60
     IN WITNESS WHEREOF, the parties have duly executed this Agreement
as of the day and year first above written.

                      SELLER:

                      THE EQUITABLE LIFE ASSURANCE
                      SOCIETY OF THE UNITED STATES


                      By:
                              Name:_____________________________________

                              Title:____________________________________


                         PURCHASER:

                      SM PORTFOLIO PARTNERS, a
                      Delaware general partnership
                      By:  MACERICH EQ LIMITED PARTNERSHIP, a California
                           limited partnership, a general partner
                           By:  MACERICH EQ GP CORP., a Delaware corporation, 
                                its general partner

                                By:
                                Its:

                      By:  SDG EQ DEVELOPERS
                           LIMITED PARTNERSHIP, a Delaware limited
                           partnership, a general partner
                           By:  SDG EQ ASSOCIATES, INC., a Delaware
                                corporation, its general partner

                                   By:
                                   Its:

The undersigned has executed this Agreement solely for the purpose of
agreeing to be bound by the provisions of Section 3.2

COMMONWEALTH LAND TITLE INSURANCE COMPANY

By:
<PAGE> 61
============================================================================
                                                                Exhibit 3.5

                       SIMON DEBARTOLO GROUP, INC.
                                    
                         ARTICLES SUPPLEMENTARY

     Simon DeBartolo Group, Inc., a Maryland corporation, having its
principal office in Baltimore, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments
and Taxation of Maryland (the "Department") that:

     FIRST:  The terms of the 4,000,000 shares of Series A Preferred Stock, 
par value $.0001 per share, of the Company contained in Article SIXTH,
paragraph (c-2)(1) of the Articles of Amendment and Restatement dated
and filed with the Department on October 26, 1995 are as follows:

               "All shares of Series A Preferred Stock redeemed ,
               purchased, exchanged or otherwise acquired by the
               Corporation as provided in this paragraph (c-2) shall be
               retired and canceled and, upon the taking of any action
               required by applicable law, shall be restored to the
               status of authorized but unissued shares of capital stock
               and reclassified as Common Stock, and may thereafter be
               issued or reclassified, but not as Series A Preferred
               Stock."

All of the issued shares of Series A Preferred Stock having been since
redeemed, purchased or otherwise acquired by the Corporation, the Board
of Directors has approved the filing of these Articles Supplementary to
reclassify such shares (together with any unissued shares of Series A
Preferred Stock) back into 4,000,000 shares of Common Stock, par value
$.0001 per share.

     SECOND:  As a result of the redemption of Series A Preferred Stock
and the reclassification described herein, the Corporation's authorized
capital stock currently consists of the following:

         375,796,000 shares of Common Stock, par value $.0001 per share
     
         12,000,000 shares of Class B Common Stock, par value $.0001 per
         share
     
         4,000 shares of Class C Common Stock, par value $.0001 per share
     
         250,000,000 shares of Excess Stock, par value $.0001 per share
     
         9,200,000 shares of 8-3/4% Series B Cumulative Redeemable Preferred
         Stock, par value $.0001 per share
     
         3,000,000 shares of 7.89% Series C Cumulative Step-up Premium Rate
         Preferred Stock, par value $.0001 per share
     
     THIRD:  No amendment to the Charter of the Corporation is effected
by these Articles Supplementary, the purpose hereof being to record the
reclassification of the shares of Series A Preferred Stock of the
Corporation.
<PAGE> 01

     IN WITNESS WHEREOF, the Corporation has caused these presents to be
signed in its name and on its behalf by its Chief Executive Officer and
witnessed by it Secretary on January 28, 1998.

WITNESS:                      SIMON DeBARTOLO GROUP, INC.


____________________          By:________________________
James M. Barkley                 David Simon
Secretary                        Chief Executive Officer




     THE UNDERSIGNED, Chief Executive Officer of Simon DeBartolo Group, Inc.,
who executed on behalf of the Corporation Articles Supplementary of
which this Certificate is made a part, hereby acknowledges in the name
and on behalf of said Corporation the foregoing Articles Supplementary
to be the corporate act of said Corporation and hereby certifies that
the matters and facts set forth herein with respect to the authorization
and approval thereof are true in all material respects under the
penalties of perjury.



                              ______________________________
                              David Simon
                              Chief Executive Officer
<PAGE> 02
============================================================================
                                                                Exhibit 4.3
                      LIMITED PARTNERSHIP AGREEMENT
                                    
                    OF SDG MACERICH PROPERTIES, L.P.
                                    
                                    
                                    
                                    
                                    

                            TABLE OF CONTENTS


                                                                    Page


ARTICLE I  DEFINITIONS                                               1
      1.1  Definitions                                               1

ARTICLE II GENERAL PROVISIONS                                        6
      2.1  Formation and Organization                                6
      2.2  Partnership Name                                          7
      2.3  Purpose                                                   7
      2.4  Registered Office; Registered Agent                       7
      2.5  Term                                                      7
      2.6  Filings                                                   7
      2.7  Bankruptcy Limitations                                    7

ARTICLE III    PARTNERS' CAPITAL CONTRIBUTIONS                       8
      3.1  Capital Contributions of the Partners                     8
      3.2  Other Matters                                             8

ARTICLE IV ALLOCATIONS                                               8
      4.1  Allocation of Profits and Losses                          8
      4.2  Elections                                                 9

ARTICLE V  DISTRIBUTIONS                                             9
      5.1  Distributions                                             9
      5.2  Amounts Withheld                                          9
      5.3  In Kind Distributions                                     9

ARTICLE VI MANAGEMENT                                               10
      6.1  Management Generally                                     10
      6.2  Executive Committee                                      10
      6.3  No Individual Authority                                  12
      6.4  Operating Committee.                                     12
      6.5  Warranted Reliance by Executive Committee Members and
           Operating Committee Members on Others                    14
      6.6  Authority of the General Partners                        15
      6.7  Tax Matters Partner                                      15
      6.8  Tax Elections                                            15
      6.9  Right to Rely on a General Partner                       15
      6.10 Duties and Obligations of General Partners               16
      6.11 Indemnification of General Partners                      18
      6.12 Reimbursement                                            18
      6.13 Removal of General Partners                              19
      6.14 Management Agreements                                    19
      6.15 REIT Status                                              20
      6.16 Defaults and Remedies                                    22

ARTICLE VII    AMENDMENTS                                           23
      7.1  Amendments                                               23

ARTICLE VIII    TRANSFERS OF PARTNERSHIP INTERESTS                  24
      8.1  Rights of Transferees                                    24

ARTICLE IX POWER OF ATTORNEY                                        24
      9.1  General Partner as Attorney                              24

ARTICLE X  DISSOLUTION AND WINDING UP                               24
      10.1 Liquidating Events                                       24
      10.2 Winding Up                                               25

ARTICLE XI BOOKS AND REPORTS                                        26
      11.1 Books of Account and Records 26

ARTICLE XII    MISCELLANEOUS                                        26
      12.1 Notices                                                  26
      12.2 Binding Effect                                           27
      12.3 Severability                                             27
      12.4 Governing Law                                            27
      12.5 Counterpart Execution                                    27

                     LIMITED PARTNERSHIP AGREEMENT
                                    
                    OF SDG MACERICH PROPERTIES, L.P.
                                    
                                    

           THIS  LIMITED PARTNERSHIP AGREEMENT is entered into and shall
be  effective as of the 24th day of February, 1998, by and between Simco
Acquisitions, Inc., a Delaware corporation ("Simco"), and a wholly owned
subsidiary  of Simon DeBartolo Group, Inc., a Maryland corporation,  and
Macerich Property EQ GP Corp., a Delaware corporation ("Macerich"),  and
a   wholly   owned  subsidiary  of  The  Macerich  Company,  a  Maryland
corporation   (each,   individually,   a   ``General   Partner,''    and
collectively,  the  ``General  Partners''),  and  SM  Portfolio  Limited
Partnership,  a  Delaware limited partnership, as the  Limited  Partner,
pursuant  to  the  provisions of the Delaware  Revised  Uniform  Limited
Partnership Act, on the following terms and conditions:

                                ARTICLE I

                               DEFINITIONS

                Definitions.   As used in this Agreement, the  following
terms have the following meanings:

                ``Act''  means  the  Delaware  Revised  Uniform  Limited
Partnership  Act, as set forth in Title 6, Chapter 17  of  the  Delaware
Code,  as amended from time to time (or any corresponding provisions  of
succeeding law).

                ``Affiliate'' shall have the meaning set form in the  SM
Partnership Agreement.

                ``Agreement''  or ``Partnership Agreement''  means  this
Agreement of Limited Partnership, as amended from time to time.

                ``Bankruptcy'' shall mean, with respect to any  Partner,
(i)  the  commencement by such Partner of any proceeding seeking  relief
under  any  provision or chapter of the federal Bankruptcy Code  or  any
other  federal  or  state  law  relating to  insolvency,  bankruptcy  or
reorganization; (ii) an adjudication that such Partner is  insolvent  or
bankrupt;  (iii)  the  entry of an order for relief  under  the  federal
Bankruptcy  Code with respect to such Partner; (iv) the  filing  of  any
such petition or the commencement of any such case or proceeding against
such  Partner, unless such petition and the case or proceeding initiated
thereby  are  dismissed within ninety (90) days from the  date  of  such
filing;  (v)  the  filing  of an answer by such  Partner  admitting  the
material  allegations of any such petition; (vi) the  appointment  of  a
trustee,  receiver  or  custodian for all or substantially  all  of  the
assets  of  such Partner unless such appointment is vacated or dismissed
within  ninety (90) days from the date of such appointment but not  less
than  five  (5)  days  before the proposed sale of any  assets  of  such
Partner; (vii) the insolvency of such Partner or the execution  by  such
Partner of a general assignment for the benefit of creditors; (viii) the
convening  by such Partner of a meeting of its creditors, or  any  class
thereof,  for  purposes of effecting a moratorium upon or  extension  or
composition of its debts; (ix) the failure of such Partner  to  pay  its
debts  as  they  mature; (x) the levy, attachment,  execution  or  other
seizure  of  substantially all of the assets of such Partner where  such
seizure  is  not  discharged  within thirty  (30)  days  thereafter;  or
(xi)  the admission by such Partner in writing of its inability  to  pay
its debts as they mature or that it is generally not paying its debts as
they become due.

                ``Capital Account'' means, with respect to any  Partner,
the  Capital  Account  maintained for such Partner  in  accordance  with
Section 704(b) of the Code and the Regulations thereunder.

                ``Capital  Contributions'' means, with  respect  to  any
Partner, the amount of money or other property or assets contributed  to
the  Partnership from time to time with respect to the interest  in  the
Partnership held by such Person.

                ``Code''  means the Internal Revenue Code  of  1986,  as
amended from time to time (or any corresponding provisions of succeeding
law).

               ``Controlling Partner'' is defined in Section 6.16(c).

               ``Defaulting Partner'' is defined in Section 6.16.

                ``Depreciation'' means, for each Fiscal Year, an  amount
equal   to  the  depreciation,  amortization,  or  other  cost  recovery
deduction  allowable  with respect to an asset  for  such  Fiscal  Year,
except  that  if  the  Gross Asset Value of an asset  differs  from  its
adjusted Basis for Federal income tax purposes at the beginning of  such
Fiscal Year, Depreciation shall be an amount which bears the same  ratio
to   such  beginning  Gross  Asset  Value  as  the  Federal  income  tax
depreciation,  amortization, or other cost recovery deduction  for  such
Fiscal  Year  bears  to  such beginning adjusted  tax  basis;  provided,
however,  that if the adjusted basis for Federal income tax purposes  of
an  asset  at  the  beginning of such Fiscal Year is zero,  Depreciation
shall  be determined with reference to such beginning Gross Asset  Value
using any reasonable method selected by the General Partner.

               ``Employee Benefit Plan'' has the meaning assigned to the
term ``employee benefit plan'' in Section 3(3) of ERISA, which is or was
maintained or contributed to by the Partnership or a Related  Person  to
the Partnership.

               ``Event of Default'' is defined in Section 6.16.


                ``Executive Committee'' shall have the meaning set forth
in Section 6.2.

                ``Executive Committee Members'' shall have  the  meaning
set forth in Section 6.2.

                ``Equitable''  shall mean The Equitable  Life  Assurance
Society  of  the United States, a New York corporation, the "seller"  of
the Properties under the Purchase Agreement.

                ``Existing Financing'' shall mean that certain financing
with  respect  to  all  of  the Properties evidenced  by  those  certain
collateralized fixed and floating rate notes in the aggregate  principal
sum  of  $485,000,000 issued by Equitable, which notes are  secured  by,
inter  alia, those documents and instruments more particularly described
on Exhibit B to the Purchase Agreement.

                ``Fiscal Year'' means (i) the period commencing  on  the
date  hereof  and ending on December 31, 1998 and, (ii)  any  subsequent
twelve (12) month period commencing on January 1.

                ``General  Partnership Interest'' means the  Partnership
Interest  held  by each General Partner constituting  one  half  of  one
percent  (.5%) of the total Partnership Interests outstanding and  owned
by all of the Partners.

                ``Gross  Asset  Value''  means  the  adjusted  basis  of
property  for Federal income tax purposes, except that the  Gross  Asset
Value  of  the  Property will be adjusted to its fair market  value  (i)
whenever such adjustment is required in order for allocations under this
Agreement  to  have "economic effect'' within the meaning of  Regulation
Section  1.704-1(b)(2)(iv), and (ii) if the  General  Partners  consider
appropriate,  whenever  such  adjustment is permitted  under  Regulation
Section  1.704-l(b)(2)(ii). If the Gross Asset Value of property  is  so
adjusted, such Gross Asset Value shall thereafter be further adjusted by
the  Depreciation  taken into account with respect  to  such  asset  for
purposes of computing Profits and Losses.

                ``Independent  Director'' means,  with  respect  to  any
Person,  a director of such Person who is not at the time of appointment
and  who  has not at any time during the preceding five (5) year  period
prior  to  such  director's appointment as a  director  and  during  the
continuation of such director's service as a director has not  been  and
does  not  become subsequently: (i) a partner, stockholder or holder  of
any other beneficial interest in such Person or in any Affiliate of such
Person, (ii) a director, officer, partner, trade creditor or employee of
such  Person  or  any partner, subsidiary or Affiliate of  such  Person,
(iii)  a customer, service provider (including professionals), creditor,
supplier,  independent  contractor, manager, or  any  other  Person  who
derives  more than $2,000 annually from its activities with such  Person
or  any  Affiliate or partner of such Person (other than revenue derived
in  respect of being an Independent Director); (iv) a Person controlling
or  controlled by any of the Persons referenced in clauses (i)  (ii)  or
(iii)  above, or (v) a member of the immediate family of any such Person
referenced  in  clauses  (i), (ii), (iii)  or  (iv)  above.  Solely  for
purposes  of  this definition, (x) "Affiliate'' shall mean,  as  to  any
Person, any other Person that, directly or indirectly, is in control of,
is  controlled by, or is under common control with, such Person, and (y)
"control''  of  a  person shall mean (i) either the power,  directly  or
indirectly,  to  direct  or cause the direction of  the  management  and
policies  of  such  Person,  whether through  the  ownership  of  voting
securities,  by contract or otherwise or (ii) the ownership  of  10%  or
more of the voting securities of such Person.

                 ``Limited   Partner''   means  SM   Portfolio   Limited
Partnership and any Person who has become a Limited Partner pursuant  to
the terms of this Agreement.

                ``Limited  Partnership Interest'' means that Partnership
Interest  held  by the Limited Partner constituting ninety-nine  percent
(99%) of the total Partnership Interests outstanding and owned by all of
the Partners.

                ``Macerich Management Agreement'' is defined in  Section
6.14.

                ``Majority  in  Interest '' means as  of  any  date  any
Partner or Partners whose aggregate Partnership Interests constitute  at
least  a  simple  majority of the aggregate Partnership  Interests  then
outstanding.

                ``Net  Cash  Flow  from  Operations''  means  the  gross
proceeds from Partnership operations, less the portion thereof  used  to
pay  or  establish reserves for all Partnership expenses, debt payments,
capital  improvements, replacements and contingencies, all as determined
by  the General Partners. "Net Cash Flow From Operations'' shall not  be
reduced  by  depreciation,  amortization, cost  recovery  deductions  or
similar  allowances but shall be increased by any reduction of  reserves
previously  established  pursuant to this paragraph  or  the  succeeding
paragraph.

                ``Net  Cash From Sales or Refinancings'' means  the  net
cash proceeds from the sale or other disposition and all refinancings of
the  Property, less any portion thereof used to establish reserves,  all
as  determined  by  the  General  Partners.  "Net  Cash  From  Sales  or
Refinancings''  shall include all principal and interest  payments  with
respect  to any note or other obligation received by the Partnership  in
connection with the sale or other disposition of the Property.

                ``Operating Committee'' shall have the meaning set forth
in Section 6.4.

                ``Operating Committee Members'' shall have  the  meaning
set forth in Section 6.4.

                ``Partners'' means all General Partners and all  Limited
Partners,  where no distinction is required by the context in which  the
term is used herein. "Partner'' means any one of the Partners.

                ``Partnership'' means the partnership formed pursuant to
the certificate of limited partnership and this Agreement.

                ``Partnership Interest'' means the respective percentage
interest  of  a  Partner in the Partnership as set forth  in  Exhibit  A
attached hereto.

                  ``Person''    means   any   individual,   partnership,
corporation, trust, or other entity.

                ``Profits'' and ``Losses'' means, for each Fiscal  Year,
an  amount  equal to the Partnership's taxable income or loss  for  such
Fiscal Year, determined in accordance with Code Section 703(a) (for this
purpose,  all items of income, gain, loss, or deduction required  to  be
stated  separately pursuant to Code Section 703(a)(1) shall be  included
in taxable income or loss), with the following adjustments:

                      Any  income of the Partnership that is exempt from
          Federal  income  tax and not otherwise taken into  account  in
          computing Profits or Losses pursuant to this subsection  shall
          be added to such taxable income or loss;

                      In the event the Gross Asset Value of any property
          is  adjusted pursuant to Subparagraph (i) of the definition of
          Gross  Asset  Value", the amount of such adjustment  shall  be
          taken into account as gain or loss from the disposition of the
          property for purposes of computing Profits or Losses;

                      Gain or loss resulting from the disposition of any
          property  shall  be computed by reference to the  Gross  Asset
          Value of such property, notwithstanding that the adjusted  tax
          basis of such property differs from its Gross Asset Value;

                      In  lieu  of  the depreciation, amortization,  and
          other cost recovery deductions taken into account in computing
          such taxable income or loss, there shall be taken into account
          Depreciation for such Fiscal Year, computed in accordance with
          the definition of Depreciation contained herein; and

                      To  the  extent an adjustment to the adjusted  tax
          basis of any Partnership asset pursuant to Code Section 734(b)
          or  Code  Section 743(b) is required pursuant  to  Regulations
          Section  1.704-1(b)(2)(iv)(m)(4) to be taken into  account  in
          determining  Capital Accounts as a result  of  a  distribution
          other  than  in complete liquidation of a Partner's  Interest,
          the  amount of such adjustment shall be treated as an item  of
          gain  (if the adjustment increases the basis of the asset)  or
          loss (if the adjustment decreases the basis of the asset) from
          the  disposition of the asset and shall be taken into  account
          for purposes of computing Profits or Losses.

                ``Properties''  shall  mean the real  properties  to  be
acquired by the Partnership pursuant to the Purchase Agreement, each  of
which  real  properties is more specifically identified and  defined  on
Schedule  1  attached  hereto,  together with  all  other  tangible  and
intangible  property to be acquired by the Partnership pursuant  to  the
Purchase Agreement.

                 ``Property''   shall  mean  any   of   the   Properties
individually.

                ``Property Manager'' shall mean the property manager for
any  particular  Property  engaged pursuant  to  a  Macerich  Management
Agreement or Simco Management Agreement, as the case may be, as well  as
any property manager approved by the Executive Committee with respect to
any Property.

                ``Purchase Agreement'' shall mean that certain  Purchase
and  Sale  Agreement by and between Equitable and SM Portfolio Partners,
which  provides  for  the  sale of the Properties  by  Equitable  to  SM
Portfolio Partners, subject to the Existing Financing.

                ``REIT''  means a "real estate investment trust"  within
the meaning of Section 856 of the Code.

                 ``Regulations''  means  the  Income  Tax   Regulations,
including  Temporary Regulations, promulgated under the  Code,  as  such
Regulations  may  be amended from time to time (including  corresponding
provisions of succeeding regulations).

                ``SIMCO  Management Agreement'' is  defined  in  Section
6.14.

                 ``SM  Partnership  Agreement''  means  the  Partnership
Agreement of SM Portfolio Limited Partnership, dated as of February  24,
1998.

                               ARTICLE II

                           GENERAL PROVISIONS

                Formation and Organization. The Partners hereby agree to
form the Partnership as a limited partnership pursuant to the provisions
of  the  Act  and  upon  the  terms and conditions  set  forth  in  this
Agreement. Each Partner's initial Capital Contribution and corresponding
Partnership Interest is set forth in Exhibit A, which is attached to and
forms  part  of this Agreement.  The Partnership shall be treated  as  a
partnership for Federal income tax purposes, and the Tax Matters Partner
(as  defined in Section 6.7) shall make any elections and take  any  and
all other actions necessary to effect such partnership status.

                Partnership Name. The name of the Partnership  shall  be
SDG Macerich Properties, L.P., and all business of the Partnership shall
be conducted in such name.

                Purpose.  The limited purposes for which the Partnership
is  organized  are  to  acquire,  improve,  lease,  finance,  refinance,
mortgage,  operate,  manage,  own,  hold,  sell  exchange  or  otherwise
disclose  of  or deal with the Properties, or any part thereof,  and  to
engage  in  any and all activities related or incidental  thereto.   The
Partnership shall not engage in any other business activity,  and  shall
not  own  any assets or incur any indebtedness other than the assets  or
indebtedness  relating to the Properties or otherwise in furtherance  of
the purposes of the Partnership.

                Registered  Office;  Registered  Agent.  The  registered
office and registered agent for service of process of the Partnership in
the   State  of  Delaware  shall  be  The  Corporation  Trust   Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801
or such other Person as the General Partners may appoint.

                Term. The term of the Partnership commenced on the  date
the  certificate of limited partnership was filed in the office  of  the
Secretary  of  State of Delaware in accordance with the  Act  and  shall
continue  until  the winding up and liquidation of the  Partnership  (in
accordance with Article X) and the completion of its business.

               Filings.

               The General Partners shall take any and all other actions
as may be reasonably necessary to perfect and maintain the status of the
Partnership as a limited partnership or similar type of entity under the
laws  of  Delaware and any other states or jurisdictions  in  which  the
Partnership engages in business.

                Upon  the  dissolution of the Partnership,  the  General
Partners  shall  promptly execute and cause to be filed certificates  of
dissolution in accordance with the Act and the laws of any other  states
or jurisdictions in which the Partnership has filed certificates.

                 Bankruptcy  Limitations.  The  Partnership  shall  not,
without  unanimous vote of the directors of the General Partners  (which
must  include the affirmative vote of at least one Independent  Director
of  each  General  Partner) (i) commence any case, proceeding  or  other
action  seeking  protection for the Partnership as a  debtor  under  any
existing  or  future  law  of any jurisdiction relating  to  bankruptcy,
insolvency,  reorganization or relief of debtors, (ii)  consent  to  the
entry  of  an order for relief in or institution of any case, proceeding
or other action brought by any third party against the Partnership as  a
debtor under any existing or future law of any jurisdiction relating  to
bankruptcy, insolvency, reorganization or relief of debtors, (iii)  file
an answer in any involuntary case or proceeding described in clause (ii)
above  admitting  the  material allegations of the petition  therein  or
otherwise  failing to contest any such involuntary case  or  proceeding,
(iv)  seek  or  consent  to the appointment of a  receiver,  liquidator,
assignee,  trustee, sequestrator, custodian or any similar official  for
the Partnership or for a substantial portion of its properties, (v) make
any  assignment for the benefit of the creditors of the Partnership,  or
(vi) admit in writing the inability of the Partnership to generally  pay
its debts as they mature or that the Partnership is generally not paying
its debts as they become due.

                                 ARTICLE III

                     PARTNERS' CAPITAL CONTRIBUTIONS

                Capital Contributions of the Partners. Each Partner  has
made  the  initial Capital Contributions set forth in Exhibit A attached
hereto  and  any subsequent Capital Contributions shall be reflected  in
the  books and records of the Partnership. No Partner shall be obligated
to  make  any  additional  Capital  Contributions.  Each  Partner  shall
establish   and  maintain  a  Capital  Account  with  respect   to   the
Partnership.

               Other Matters.

                Except  as  otherwise  provided in  this  Agreement,  no
Partner shall demand or receive a return of its Capital Contributions or
withdraw from the Partnership without the consent of all Partners.

                 The  General  Partners  shall  not  have  any  personal
liability for the repayment of any Capital Contributions of any  Limited
Partner.

                The  Limited Partner shall not be personally liable  for
the   debts,  liabilities,  contracts  or  other  obligations   of   the
Partnership.

                                ARTICLE IV

                               ALLOCATIONS

                Allocation of Profits and Losses. The Profits and Losses
of  the  Partnership shall be allocated among the Partners in accordance
with their Partnership Interests; provided, however, that, in accordance
with  Code  Section 704(c) and the Regulations thereunder and Regulation
Section 1.704-1(b)(4)(i), income, gain, loss, and deduction with respect
to  any  property  contributed to the capital of the Partnership  shall,
solely  for tax purposes, be allocated among the Partners so as to  take
account of any variation between the adjusted basis of such property  to
the  Partnership for federal income tax purposes and its  initial  Gross
Asset Value.

               Elections.  In no event shall the Tax Matters Partner (as
defined  in Section 6.7) make any election or cause any election  to  be
made  that  would cause the Partnership to be treated as an  association
taxable  as  a  corporation for Federal income tax purposes.  Except  as
otherwise  expressly  provided herein, any  tax  elections  required  or
permitted to be made by the Partnership under the Code or otherwise, and
all  material  decisions  with respect to the  calculation  of  the  Net
Profits  or Net Losses of the Partnership, shall be made in such  manner
as may be determined by the General Partners to be in the best interests
of the Partners.

                                ARTICLE V

                              DISTRIBUTIONS

                Distributions. Net Cash Flow From Operations,  Net  Cash
Flow  from  Sales  or Refinancings, and, except as otherwise  prohibited
under  this  Agreement, any of the Properties, shall be  distributed  at
such  times  as the General Partners may determine, to the Partners  pro
rata in accordance with their Partnership Interests.

                Amounts Withheld. The General Partners are authorized to
withhold from distributions or allocations to a Partner and to pay  over
to  any  Federal, state or local government any amounts required  to  be
withheld  pursuant to the Code or any provisions of any  other  Federal,
state  or  local  law  with  respect to  any  payment,  distribution  or
allocation to the Partnership or the Partner and shall allocate any such
amounts  to the Partner with respect to which such amount was  withheld.
All  amounts so withheld shall be treated as amounts distributed to such
Partner,  and  will  reduce the amount otherwise distributable  to  such
Partner,  pursuant  to  this  Article V  for  all  purposes  under  this
Agreement.

                In  Kind Distributions. If there shall occur, as between
the  General  Partners, a deadlock over a Buy-Sell  Major  Decision  (as
defined  in  the SM Partnership Agreement), then either General  Partner
may  elect  to  cause the Property with respect to which  such  deadlock
exists  to be distributed in kind to the Partners pro rata in accordance
with  their  Partnership Interests; provided, however, that no  such  in
kind   distribution   shall   occur   unless,   either   prior   to   or
contemporaneously with such distribution, the Property is released  from
the Existing Financing, or any other lien or encumbrance to which it may
become subject after the date hereof.

                               ARTICLE VI

                               MANAGEMENT

                 Management   Generally.     The   management   of   the
Partnership  shall  be  vested  in  the Executive  Committee,  Operating
Committee  and the General Partners constituted as hereinafter provided.
The  Limited Partner shall have no part in the management or control  of
the  Partnership, shall have no authority or right to act on  behalf  of
the  Partnership in connection with any matter, and shall have no  right
to  consent to or approve any action by the General Partners  except  as
expressly provided herein or as required by the Act.

                Executive  Committee.     The Partnership shall  at  all
times  have an executive committee (the "Executive Committee")  composed
of two individuals (the "Executive Committee Members") who shall oversee
the performance of the Operating Committee.

                     Membership and Voting.

                           Membership.   The  Executive  Committee  will
     consist  of  two  (2)  Executive Committee Members,  with  one  (1)
     Executive  Committee  Member appointed  by  each  General  Partner.
     Concurrently with the execution and delivery of this Agreement, the
     General  Partners  have notified one another in  writing  of  their
     respective  initial  appointed Executive  Committee  Member.   Each
     General  Partner  may, at any time, appoint an alternate  Executive
     Committee  Member  by  prior written notice to  the  other  General
     Partner's  appointed Executive Committee Member and such alternates
     will  have  all  the  powers, authority and  duties  of  a  regular
     Executive Committee Member in the absence or inability of a regular
     Executive  Committee Member to serve.  In no event, however,  shall
     the  other  Executive Committee Member be under any  obligation  to
     make  inquiries  as to, or verify or confirm, any such  absence  or
     inability  to  serve  of a regular Executive Committee  Member,  it
     being  understood  and agreed that the Executive Committee  Members
     shall  be  entitled to rely upon and accept an alternate  Executive
     Committee Member's assertion of the absence or inability  to  serve
     of  the  regular  Executive  Committee Member  in  question.   Each
     General  Partner  shall  cause  its appointed  Executive  Committee
     Member and alternate Executive Committee Member to comply with  the
     terms  of this Agreement.  Each General Partner will have the power
     to  remove  its  Executive Committee Member or alternate  Executive
     Committee  Member appointed by it by written notice  to  the  other
     General  Partner's Executive Committee Member.   Vacancies  on  the
     Executive  Committee will be filled by appointment by  the  General
     Partner  that  appointed the Executive Committee Member  previously
     holding the position that is then vacant.  The General Partners may
     mutually  agree to increase or decrease the size of  the  Executive
     Committee  proportionately,  from time  to  time.   Notices  to  an
     Executive  Committee  Member shall be delivered  to  such  Person's
     attention at the address set forth in Section 12.1 for the  General
     Partner  that  appointed  such  Executive  Committee  Member.    No
     appointment  or  removal  by  a General  Partner  of  an  Executive
     Committee Member or alternate Executive Committee Member  shall  be
     effective until written notice of such action is received or deemed
     received pursuant to Section 12.1 by the Executive Committee Member
     of  the  other  General  Partner.  Each  General  Partner  and  its
     respective  Executive  Committee  Member  and  alternate  Executive
     Committee  Member,  when dealing with the other  General  Partner's
     respective  Executive  Committee  Member  and  alternate  Executive
     Committee Member, (i) shall be entitled to rely upon and accept the
     written  act,  approval, consent or vote  of  each  of  such  other
     General  Partner's  then-appointed Executive Committee  Member  and
     alternate  Executive Committee Member, and (ii) shall be  under  no
     obligation to make any inquiries in order to verify or confirm  any
     of such written acts, approvals, consents or votes.
                     Voting.  Each Executive Committee Member shall have
     one  vote on any decision of the Executive Committee.  An Executive
     Committee  Member  may  give a written proxy to  another  Executive
     Committee  Member  to  vote  on such Executive  Committee  Member's
     behalf  in  such Executive Committee Member's absence.   Except  as
     expressly provided to the contrary in this Agreement, all  actions,
     decisions,  capital calls, determinations, waivers,  approvals  and
     consents  to be taken or given by the Executive Committee  must  be
     unanimously approved by the Executive Committee Members (whether or
     not present at the meeting at which such vote occurs).

                      Meetings  of  the  Executive Committee;  Time  and
Place.   Unless  otherwise  agreed by the Executive  Committee,  regular
meetings  of  the Executive Committee shall be held no less  often  than
quarterly  at  such  time and at such place as the  Executive  Committee
shall  determine.   At  such regular meetings, the  Operating  Committee
shall  report  on  the  financial  performance  and  condition  of   the
Partnership  on  a  year-to-date basis (including cash flows,  reserves,
outstanding  loans,  and  compliance  efforts),  progress   on   capital
projects,   material   contracts  entered  into,  material   litigation,
marketing and leasing efforts, deviations from any budget and such other
matters relevant to the management and operation of the Partnership  and
the  Properties.  Special meetings of the Executive Committee  shall  be
held  on  the call of any Executive Committee Member; provided  that  at
least  three  (3)  business  days' notice  is  given  to  all  Executive
Committee  Members  (unless written waiver of this  requirement  by  all
Executive  Committee Members is obtained).  A quorum for  any  Executive
Committee  meeting  shall consist of not less  than  two  (2)  Executive
Committee Members (one appointed by each General Partner) present either
in  person  or  by  proxy.   The Executive Committee  may  make  use  of
telephones and other electronic devices to hold meetings; provided  that
the  Executive Committee Members participating in such meeting can  hear
one  another.  The Executive Committee may act without a meeting if  the
action  taken  is  reduced  to writing and  approved  by  the  Executive
Committee  in  accordance  with  the other  voting  provisions  of  this
Agreement.   Written  minutes shall be taken  at  each  meeting  of  the
Executive Committee.  However, any action taken or matter agreed upon by
the  Executive Committee shall be deemed final, whether or  not  written
minutes are ever prepared or finalized.

                No  Individual Authority.  Except as otherwise expressly
provided  in  this Agreement, no Partner, acting alone, shall  have  any
authority  to  act  for,  or  undertake  or  assume  any  obligation  or
responsibility on behalf of, the other Partner or the Partnership.

                Operating Committee.  Unless otherwise agreed to by  the
General  Partners,  the management of the Partnership,  subject  to  the
restrictions on its authority set forth in Section 6.2, shall be  vested
in  the  operating committee (the "Operating Committee").  The Operating
Committee shall be composed of two individuals (the "Operating Committee
Members")  who  shall  vote on all management  issues  relating  to  the
business and operations of the Partnership.

                     Membership and Voting.

                           Membership.   The  Operating  Committee  will
     consist  of  two  (2)  Operating Committee Members,  with  one  (1)
     Operating  Committee  Member appointed  by  each  General  Partner.
     Concurrently with the execution and delivery of this Agreement, the
     General  Partners  have notified one another in  writing  of  their
     respective  initial  appointed Operating  Committee  Member.   Each
     General  Partner may, at any time, appoint one of its employees  as
     an  alternate Operating Committee Member by prior written notice to
     the  other  General Partner's appointed Operating Committee  Member
     and  such alternates will have all the powers, authority and duties
     of a regular Operating Committee Member in the absence or inability
     of  a  regular Operating Committee Member to serve.  In  no  event,
     however,  shall the other Operating Committee Member be  under  any
     obligation to make inquiries as to, or verify or confirm, any  such
     absence  or  inability  to serve of a regular  Operating  Committee
     Member, it being understood and agreed that the Operating Committee
     Members  shall  be  entitled to rely upon and accept  an  alternate
     Operating  Committee Member's assertion of the absence or inability
     to  serve  of  the regular Operating Committee Member in  question.
     Each  General Partner shall cause its appointed Operating Committee
     Member and alternate Operating Committee Member to comply with  the
     terms  of this Agreement.  Each General Partner will have the power
     to  remove  its  Operating Committee Member or alternate  Operating
     Committee  Member appointed by it by written notice  to  the  other
     General  Partner's Operating Committee Member.   Vacancies  on  the
     Operating  Committee will be filled by appointment by  the  General
     Partner  that  appointed the Operating Committee Member  previously
     holding the position that is then vacant.  The General Partners may
     mutually  agree to increase or decrease the size of  the  Operating
     Committee  proportionately,  from time  to  time.   Notices  to  an
     Operating  Committee  Member shall be delivered  to  such  Person's
     attention at the address set forth in Section 12.1 for the  General
     Partner   that  appointed  such  Operating  Committee  Member.   No
     appointment  or  removal  by  a General  Partner  of  an  Operating
     Committee Member or alternate Operating Committee Member  shall  be
     effective until written notice of such action is received or deemed
     received pursuant to Section 12.1 by the Operating Committee Member
     of  the  other  General  Partner.  Each  General  Partner  and  its
     respective  Operating  Committee  Member  and  alternate  Operating
     Committee  Member,  when dealing with the other  General  Partner's
     respective  Operating  Committee  Member  and  alternate  Operating
     Committee Member, (i) shall be entitled to rely upon and accept the
     written  act,  approval, consent or vote  of  each  of  such  other
     General  Partner's  then-appointed Operating Committee  Member  and
     alternate  Operating Committee Member, and (ii) shall be  under  no
     obligation to make any inquiries in order to verify or confirm  any
     of such written acts, approvals, consents or votes.

                          Voting.  Each Operating Committee Member shall
     have  one  vote  on  any decision of the Operating  Committee.   An
     Operating  Committee  Member may give a written  proxy  to  another
     Operating  Committee Member or any Partner's employee  to  vote  on
     such   Operating  Committee  Member's  behalf  in  such   Operating
     Committee  Member's absence.  Except as expressly provided  to  the
     contrary in this Agreement, all actions, decisions, capital  calls,
     determinations,  waivers, approvals and consents  to  be  taken  or
     given  by  the Operating Committee must be unanimously approved  by
     the  Operating  Committee Members (whether or not  present  at  the
     meeting at which such vote occurs).

                      Reports  and Meetings of the Operating  Committee;
Time  and  Place.  The Operating Committee shall report to the Executive
Committee  on  activities  undertaken by  the  Operating  Committee,  as
required  by  the  Executive  Committee  and  this  Agreement.    Unless
otherwise  agreed by the Operating Committee, regular  meetings  of  the
Operating Committee shall be held monthly at such time and at such place
as  the  Operating Committee shall determine.  Special meetings  of  the
Operating Committee shall be held on the call of any Operating Committee
Member; provided that at least three (3) business days' notice is  given
to  all  Operating  Committee Members (unless  written  waiver  of  this
requirement by all Operating Committee Members is obtained).   A  quorum
for  any Operating Committee meeting shall consist of not less than  two
(2)  Operating Committee Members (one appointed by each General Partner)
present either in person or by proxy.  The Operating Committee may  make
use  of  telephones  and  other electronic  devices  to  hold  meetings;
provided  that  the  Operating Committee Members participating  in  such
meeting can hear one another.  The Operating Committee may act without a
meeting  if the action taken is reduced to writing and approved  by  the
Operating  Committee in accordance with the other voting  provisions  of
this  Agreement.  Written minutes shall be taken at each meeting of  the
Operating Committee.  However, any action taken or matter agreed upon by
the  Operating Committee shall be deemed final, whether or  not  written
minutes  are  ever prepared or finalized.  Operating Committee  meetings
may  be  attended by persons other than the Operating Committee  Members
(including other employees of the Partners and their Affiliates).

                      Duties  of the Operating Committee.  The Operating
Committee shall be generally responsible for overseeing and managing the
day-to-day  business,  operations and affairs  of  the  Partnership  and
carrying out the duties delegated to it by the Executive Committee,  and
shall  have fiduciary responsibility for the safekeeping and use of  all
funds  and  assets of the Partnership, whether or not in  its  immediate
possession or control.  The Operating Committee may, in carrying out its
duties,  defend  against  lawsuits or other judicial  or  administrative
proceedings  brought against the Partnership, provided that it  promptly
notifies  the  Executive Committee of such action.   The  funds  of  the
Partnership shall not be commingled with the funds of any other  Person,
and the Operating Committee shall not employ, or permit any other Person
to  employ,  such  funds in any manner except for  the  benefit  of  the
Partnership.   The bank accounts of the Partnership shall be  maintained
in  such banking institutions as are approved by the Operating Committee
and  withdrawals shall be made only in the regular course of Partnership
business and as otherwise authorized in this Agreement on such signature
or  signatures as the Operating Committee may determine.  Subject to the
limitations  on its powers and authorities set forth in this  Agreement,
the  Operating Committee shall ensure that the Partnership complies with
its  obligations  under the Purchase Agreement and  the  loan  documents
pertaining  to the Existing Financing, and all other material agreements
to  which  the  Partnership is a party or by which  the  Partnership  is
bound.  The Operating Committee shall also have the duties imposed  upon
it  elsewhere  in this Agreement.  The Operating Committee shall  devote
sufficient time, effort and managerial resources to the business of  the
Partnership  as  is  reasonably  required  to  fulfill  its  obligations
hereunder.

                Warranted  Reliance by Executive Committee  Members  and
Operating  Committee Members on Others.  In exercising  their  authority
and   performing  their  duties  under  this  Agreement,  the  Executive
Committee Members and the Operating Committee Members shall be  entitled
to  rely  on  information,  opinions,  reports,  or  statements  of  the
following persons or groups unless they have actual knowledge concerning
the matter in question that would cause such reliance to be unwarranted:

                      one  or  more agents of the Partnership  whom  the
Executive  Committee Member or Operating Committee Member, as  the  case
may  be, reasonably believes to be reliable and competent in the matters
presented; and

                     any attorney, public accountant, or other person as
to  matters which the Executive Committee Member or Operating  Committee
Member,  as  the  case may be, reasonably believes  to  be  within  such
person's professional or expert competence.

               Authority of the General Partners.

               Except as otherwise provided herein, the General Partners
shall  have  the  power on behalf and in the name of the Partnership  to
carry out any and all of the objects and purposes of the Partnership set
forth  in  Section  2.3  and to perform all acts incidental  thereto  or
connected therewith which it may deem necessary or advisable, including,
without limitation, the power to:

                     acquire or sell any assets of the Partnership;

                     incur indebtedness on behalf of the Partnership and
          secure any and all of such indebtedness with the assets of the
          Partnership: and

                      open,  maintain, and close bank accounts and  draw
          checks or other orders for the payment of money.

                Tax  Matters Partner.  Macerich Property EQ GP Corp.  is
specifically  authorized  and appointed to  act  as  the  ``Tax  Matters
Partner''  under  section  6231(a)(7) of the Code  and  in  any  similar
capacity  under  state or local law; provided, however,  that  it  shall
exercise its authority in such capacity subject to all applicable  terms
and  limitations  set  forth  in  this Agreement.   Notwithstanding  the
foregoing, the Tax Matters Partner shall not, without the prior  written
approval  of  the  other General Partner, (i) make any tax  election  on
behalf  of  the  Partnership, (ii) take any action with respect  to  any
federal,  state or local contest of any partnership item (as defined  in
Section  6231(a)(7)  of  the  Code  (or  any  successor  thereto)   (and
comparable  provisions  of  state and local  income  tax  laws)  of  the
Partnership, or (iii) take any action with respect to any audit  of  any
federal, state or local income tax return or income tax report filed  by
or on behalf of the Partnership.

                Tax  Elections. Without limiting in any way the  General
Partners'  rights and powers under Section 6.6, and subject  to  Section
6.7, the Tax Matters Partner may make any and all elections for Federal,
state,  and  local tax purposes including any election, if permitted  by
applicable  law,  to adjust the basis of the Property pursuant  to  Code
Sections  754, 734(b), and 743(b), or comparable provisions of state  or
local  law, in connection with transfers of interests in the Partnership
and Partnership distributions.

                Right  to Rely on a General Partner. Any Person  dealing
with  the Partnership may rely (without duty of further inquiry) upon  a
certificate  signed  by a General Partner as to  the  identity  of  such
General  Partner or the Limited Partner, the Persons who are  authorized
to  execute  and deliver any instrument or document of the  Partnership,
and  any  act  or failure to act by the Partnership or any other  matter
whatsoever involving the Partnership or any Partner.

               Duties and Obligations of General Partners.

                The General Partners shall take all actions which may be
necessary  or  appropriate (i) for the continuation of the Partnership's
valid existence as a limited partnership under the laws of the State  of
Delaware  and  of  each other jurisdiction in which  such  existence  is
necessary to protect the limited liability of the Limited Partner or  to
enable  the  Partnership to conduct the business in which it is  engaged
and (ii) for the accomplishment of the Partnership's purposes.

               The General Partners shall cause to be provided, or cause
the Partnership to carry, such insurance as is customary in the business
in  which the Partnership is engaged and in the places in which it is so
engaged.

                Notwithstanding  anything to the  contrary  herein,  the
Partnership  shall, and the General Partners shall cause the Partnership
to:

                      maintain its records and books of account separate
     from those of any other Person;

                      not  commingle its assets and funds with those  of
     any  other Person (it being understood that a General Partner  may,
     in  its  capacity  as  a general partner of the  Partnership,  hold
     assets or funds on behalf of the Partnership);

                      conduct its own business in its own name (it being
     understood  that  a  General Partner  may  act  on  behalf  of  the
     Partnership   in  its  capacity  as  a  general  partner   of   the
     Partnership);

                     maintain separate financial statements;

                     pay its own liabilities out of its own funds;

                     cause the directors of its general partners to meet
     on a regular basis, or act pursuant to a unanimous written consent,
     to  carry  on the business of the Partnership and keep  minutes  of
     such  meetings and observe all limited partnership formalities,  as
     applicable;

                      maintain  an  arms-length  relationship  with  its
          Affiliates;

                      pay the salaries of its own employees, if any, and
     maintain  a  sufficient  number  of  employees  in  light  of   its
     contemplated business operations;

                      not guarantee or become obligated for the debts of
     any  other  Person  (except in connection with the  endorsement  of
     negotiable  instruments  in the ordinary  course  of  business  and
     except  for a General Partner in its capacity as a general  partner
     of  the  Partnership) or hold out its credit as being available  to
     satisfy the obligations of others;

                      allocate  fairly and reasonably any  overhead  for
     shared office space;

                     use separate stationery, invoices and checks;

                      not pledge its assets for the benefit of any other
     Person or make any loans or advances to any Person;

                      maintain its accounts separate from those  of  any
     other  Person (it being understood that a General Partner  may,  in
     its  capacity as a general partner of the Partnership, maintain  an
     account on behalf of the Partnership);
     
                         hold itself out as a separate entity;

                         file its own tax returns, as required;

                       not   engage   in   any  nonexempt   ``prohibited
     transaction'' described in Section 406 of ERISA or section 4975  of
     the Code;

                      not  acquire  obligations  or  securities  of  its
     stockholders  or  Affiliates (it being understood  that  a  General
     Partner,  in  its capacity as a general partner of the Partnership,
     may hold its interest as a general partner of the Partnership);

                      correct any misunderstanding actually known by  it
     regarding its separate identity; and

                       maintain  adequate  capital  in  light   of   its
     contemplated business operations.

                Notwithstanding anything to the contrary herein, for  so
long as the Existing Financing is outstanding, the General Partners  may
not  do, or cause or permit the Partnership to do, any of the following:
(i) wind up, dissolve or liquidate, in whole or in part, consolidate  or
merge  with or into any other Person or convey, sell or transfer all  or
substantially all of the assets of the Partnership to any  Person;  (ii)
approve  any act by the Partnership as a result of which the Partnership
would be dissolved; (iii) engage in any business or activity other than,
in  the  case  of  a  General  Partner, the ownership  of  such  General
Partner's  interest  in  the  Partnership,  or  in  the  case   of   the
Partnership,  the  ownership and operation of the  Properties;  or  (iv)
incur  or  assume  any indebtedness, other than,  in  the  case  of  the
Partnership, the Existing Financing.

                Indemnification  of  General  Partners.     The  General
Partners   or  any  officers  or  directors  of  the  General   Partners
(collectively,  "Indemnitees") shall have no liability  to  any  Partner
or  the  Partnership for, and the Partnership agrees to  indemnify  each
Indemnitee to the fullest extent permitted by law from and against,  any
and  all  losses, judgments, liabilities, expenses and amounts  paid  in
settlement  of  any  claims sustained by them  in  connection  with  the
Partnership.  However, each Indemnitee shall be liable, responsible, and
accountable, and the Partnership shall not be liable to any  Indemnitee,
for any portion of such losses, judgments, liabilities and expenses that
results  from any Indemnitee's willful misconduct, or fraud, as  finally
determined by a court of competent jurisdiction.  If any action, suit or
proceeding shall be pending against the Partnership or an Indemnitee  in
connection with the Partnership, such Indemnitee shall have the right to
employ  separate  counsel  of  its  choice  in  such  action,  suit   or
proceeding.   The reasonable fees and expenses of such separate  counsel
shall  constitute  expenses  for  the purposes  of  the  indemnification
provided  by this Section 6.11.  The satisfaction of the obligations  of
the Partnership under this Section 6.11 shall be from and limited to the
assets  of the Partnership, and no other Partner shall have any personal
liability on account thereof.  Each Indemnitee shall have the  right  to
receive  advances from the Partnership for all legal expenses and  other
costs  incurred  as a result of a legal action and for all  amounts  for
which  such  Indemnitee believes in good faith that such  Indemnitee  is
entitled to indemnification under this Section 6.11, but only if (i) the
legal  action relates to the performance of duties or services  by  such
Indemnitee  on  behalf  of  the Partnership; and  (ii)  such  Indemnitee
undertakes  to  repay  the  advanced funds to  the  Partnership  in  the
circumstances and the manner set out below.  The Partnership shall  make
such  advances (for which the Partnership is liable as determined above)
within  30  days after a request for such advance is received.   In  the
event  that  a  determination is made that the  Partnership  is  not  so
obligated  in  respect of any advance made by it, such  Indemnitee  will
within  30  days of such determination repay the advanced funds  to  the
Partnership  with interest from the date of payment until  the  date  of
repayment of such amount and in the event that a determination  is  made
that  the  Partnership  is so obligated in respect  of  any  amount  not
advanced  by the Partnership to a particular Indemnitee, the Partnership
will  within  30  days  of such determination pay such  amount  to  such
Indemnitee with interest from the date of any expenditure to the date of
such  determination.   Any  judgment against  the  Partnership  and  any
Indemnitee  wherein  such  Indemnitee  is  entitled  to  indemnification
hereunder  must  first be satisfied from the assets of  the  Partnership
before  such  Indemnitee  is responsible for the  satisfaction  of  such
judgment.

               Reimbursement.  A General Partner shall be reimbursed for
all  reasonable  costs and expenses incurred by  it  on  behalf  of  the
Partnership.  A General Partner shall receive no other compensation  for
managing the affairs of the Partnership.

                Removal of General Partners.  A Majority in Interest  of
the  Limited  Partners shall have the power and authority  to  remove  a
General  Partner and to appoint a replacement General Partner,  provided
that  any  such  replacement General Partner shall be a Person  (i)  who
consents  to  such  appointment, (ii) who is capable of  performing  the
functions of the replaced General Partner hereunder, and (iii) who is an
entity  organized pursuant to a certificate of incorporation  (or  other
constituent  documents)  which  includes  provisions  in  form  and   in
substance  that comply with the requirements of the Existing  Financing.
Any  replacement General Partner appointed pursuant to this Section 6.13
shall, effective upon acceptance of such appointment, be admitted  as  a
General  Partner of the Partnership, and shall succeed  to  all  of  the
powers  and  responsibilities of the replaced General Partner hereunder.
In  the event that the replaced General Partner is replaced pursuant  to
this  Section  6.13  by  a replacement General Partner  which  does  not
purchase such replaced General Partner's Partnership Interest, (i)  such
replaced  General  Partner  shall  be  treated  as  an  assignee  of   a
Partnership  Interest  under  Section 8.1  and  may  be  admitted  as  a
substituted Partner subject to the consent of a Majority in Interest  of
the Limited Partners and (ii) all Partnership Interests shall be reduced
pro  rata  to  the  minimum extent necessary to  admit  the  replacement
General Partner as a Partner.

                Management  Agreements.  Macerich  or  an  Affiliate  of
Macerich  shall  be hired as Property Manager to manage  the  Properties
described  on  Schedule 2 attached hereto, and Simco or an Affiliate  of
Simco  shall  be  hired  as Property Manager to  manage  the  Properties
described on Schedule 3 attached hereto.  The management of each of  the
Properties shall be governed by management agreements to be entered into
prior to the Partnership's acquisition of the Properties.  Macerich  and
Simco hereby covenant and agree to negotiate in good faith to agree upon
a  form management agreement which will govern the management of each of
the  Properties.   One form management agreement will be  used  for  all
Properties,  whether  managed  by Macerich  or  Simco.   Notwithstanding
anything  to  the  contrary stated in this Agreement,  Macerich,  acting
alone,  shall  have the exclusive right and authority on behalf  of  the
Partnership  so  long  as Macerich is not a Defaulting  Partner  (i)  to
determine  on  behalf of the Partnership whether Simco or its  Affiliate
acting  as  Property  Manager  under any management  agreement  for  any
property (each a "Simco Management Agreement") is in default under  such
Simco  Management Agreement, and, if so, the action to be taken  by  the
Partnership with respect thereto, (ii) to exercise termination rights in
accordance  with the terms under each Simco Management Agreement,  (iii)
to   arrange  for  and  cause  the  enforcement  and  defense   of   the
Partnership's   rights  under  each  such  Simco  Management   Agreement
(including  by  the prosecution or defense of any proceeding  or  action
that  it deems necessary or appropriate), (iv) to grant any approval  or
waiver  under, or agree to any amendment or modification of,  any  Simco
Management  Agreement,  and  (v) to retain, as  a  Partnership  expense,
counsel  of its choosing in connection with any of the foregoing actions
set forth in clauses (i), (ii), (iii) or (iv).  Notwithstanding anything
to  the contrary statement in this Agreement, Simco, acting alone, shall
have  the exclusive right and authority on behalf of the Partnership  so
long as Simco is not a Defaulting Partner (i) to determine on behalf  of
the  Partnership  whether Macerich or its Affiliate acting  as  Property
Manager  under  any  management  agreement  for  any  Property  (each  a
"Macerich  Management  Agreement") is in  default  under  such  Macerich
Management  Agreement,  and,  if so, the  action  to  be  taken  by  the
Partnership with respect thereto, (ii) to exercise termination rights in
accordance  with  the  terms under each Macerich  Management  Agreement,
(iii)  to  arrange  for and cause the enforcement  and  defense  of  the
Partnership's  rights  under  each such  Macerich  Management  Agreement
(including  by  the prosecution or defense of any proceeding  or  action
that  it deems necessary or appropriate), (iv) to grant any approval  or
waiver under, or agree to any amendment or modification of, any Macerich
Management  Agreement,  and  (v) to retain, as  a  Partnership  expense,
counsel  of its choosing in connection with any of the foregoing actions
set  forth  in  clauses (i), (ii), (iii) or (iv).   In  no  event  shall
Macerich have the right to cause the termination or cancellation of  any
Simco  Management Agreement without cause, and in no event  shall  Simco
have  the right to cause the termination or cancellation of any Macerich
Management Agreement without cause.

                REIT  Status.   The  Partners  hereby  acknowledge  that
certain  Persons directly or indirectly owning interests in Macerich  or
Simco or the Limited Partners are and intend to qualify at all times  as
a  REIT,  and  that  each such Partner's or other  Person's  ability  to
qualify  as  such  will  depend  principally  upon  the  nature  of  the
Partnership's  operations.   Accordingly, the  Partnership's  operations
shall  be  conducted at all times in a manner that will enable  each  of
Macerich,  Simco  and  the  Limited Partners  and  each  Person  owning,
directly  or  indirectly, interests in either Macerich or Simco  or  the
Limited  Partners  to  satisfy all requirements for  REIT  status  under
Sections  856  through  860 of the Code and the regulations  promulgated
thereunder to the extent possible.  In furtherance of the foregoing (and
not  in  limitation thereof), notwithstanding any other provision herein
to  the  contrary,  the  Partnership shall  conduct  its  operations  in
accordance with the following provisions at all times:

                      The  Partnership shall not render any services  to
any  lessee  or  sublessee or any customer thereof, either  directly  or
through  an  "independent  contractor" within  the  meaning  of  Section
856(d)(3) of the Code, if the rendering of such services shall cause all
or  any part of the rents received by the Partnership to fail to qualify
as  "rents  from real property" within the meaning of Section 856(d)  of
the Code;

                       The  Partnership  shall  not  own,  directly   or
indirectly  (taking into account the attribution rules  referred  to  in
Section  856(d)(5) of the Code), in the aggregate 10%  or  more  of  the
total  number  of shares of all classes of stock, 10%  or  more  of  the
voting power of all classes of voting stock or 10% or more of the assets
or  net profits of any lessee or sublessee of all or any part of any  of
the Properties;

                     No lease or sublease of any space at the Properties
shall  provide for any rent based in whole or in part on the "income  or
profits" within the meaning of Section 856(d)(2)(A) of the Code  derived
by any lessee or sublessee;

                      The Partnership shall not own more than 10% of the
outstanding  voting  securities of any one  issuer  (as  determined  for
purposes of Section 856(c)(5)(B) of the Code);

                      Neither the Partnership nor any Partner shall take
any  action  (or fail to take any action permitted under this Agreement)
that would otherwise cause the Partnership's gross income to consist  of
more  than one percent (1%) of income not described in Section 856(c)(2)
of  the  Code or more than ten percent (10%) of income not described  in
Section  856(c)(3)  of the Code, or cause any significant  part  of  the
Partnership Assets to consist of assets other than "real estate  assets"
within the meaning of Section 856(c)(6)(B) of the Code;

                      The  Partnership shall distribute to the  Partners
during  each  Fiscal  Year an amount of cash such that  the  portion  so
distributed  will  equal  or exceed 100% of the  amount  of  Partnership
taxable income, if any, to be allocated to the Partners with respect  to
such  Fiscal  Year  distributed at the times  required  to  prevent  the
imposition  of  an excise tax under Section 4981 of the Code;  provided,
however, that if each such Partner's distributable share of any Net Cash
Flow  from Operations of the Partnership and its distributable share  of
any  funds  maintained in the Partnership reserves are  insufficient  to
meet  the  aforesaid  distribution  requirement  with  respect  to  such
Partner,  then  the  Partnership  shall  have  satisfied  the  foregoing
distribution  requirement with respect to such Partner upon distributing
to  it  such  distributable share of Net Cash Flow from  Operations  and
funds  maintained in the Partnership reserves.  In no  event  shall  the
Partnership  be required to borrow funds, or any Partner be required  to
contribute  funds to the Partnership, in order to permit the Partnership
to  satisfy  the foregoing distribution requirement.  In no event  shall
the  foregoing  provisions of this subsection (f) adversely  affect  the
allocation  of,  and  Partnership  Interest  in,  Net  Cash  Flow   from
Operations of any other Partner.

                     The Partnership shall not engage in any "prohibited
transactions"  within  the meaning of Section 857(b)(6)(B)(iii)  of  the
Code.

The  Partners  hereby  acknowledge that the foregoing  are  the  current
guidelines  applicable to the qualification of REITs.   If  and  to  the
extent that any of the requirements to qualify for REIT status shall  be
changed,  altered, modified or added to, then such changes, alterations,
modifications or additions, as applicable, shall be deemed  incorporated
herein, and this Section 6.15 shall be deemed to be amended and modified
as  necessary  to incorporate such changed, altered, modified  or  added
REIT requirements.


               Defaults and Remedies.

                      Events of Default.  The occurrence of any  of  the
following  events  by  or  with respect to a  Partner  (the  "Defaulting
Partner";  and  the  other Partners shall be referred  to  herein  as  a
"Non-defaulting  Partner," provided that the other Partners  or  any  of
them  is  not already a Defaulting Partner) shall be a default hereunder
and  if  not cured within the applicable notice and cure period provided
below,  if  any,  such default shall constitute an  "Event  of  Default"
hereunder:

                         The failure of a Partner to make any payment as
     required  by  this  Agreement that is not  cured  within  five  (5)
     business days of written notice to such Partner;

                          The failure of a Partner to perform any of its
     other  obligations under this Agreement or the breach by a  Partner
     of  any of the terms of this Agreement, and a continuation of  such
     failure or breach for more than thirty (30) days after notice by  a
     Non-defaulting  Partner  to  the  Defaulting  Partner   that   such
     Defaulting  Partner  has failed to perform any of  its  obligations
     under,  or  has  breached, this Agreement; provided  that  if  such
     failure or breach is of the nature that it can be cured but  cannot
     reasonably be cured within such thirty (30) day period, such period
     shall  be extended for up to an additional sixty (60) days so  long
     as  the  Defaulting Partner in good faith commences all  reasonable
     curative efforts within ten (10) days of its receipt of such notice
     from  the  Non-defaulting Partner and diligently and  expeditiously
     continues its curative efforts to completion; or

                          The occurrence of a Bankruptcy with respect to
     a Partner or the withdrawal by a Partner.

                      Remedies.   Upon the occurrence of  any  Event  of
Default,  a  Non-defaulting Partner may elect to do one or more  of  the
following:

                         Exercise its rights under Section 6.16;

                           Dissolve  the  Partnership  and  commence  to
     liquidate its assets as provided in Article X;

                          Enforce any covenant by the Defaulting Partner
     to  advance  money  or  to take or forbear from  any  other  action
     hereunder; or

                          Pursue  any  other  remedy permitted  by  this
     Agreement or at law or in equity.

                      Change  of Governance of Partnership.  In addition
to  any other rights or remedies which a Non-defaulting Partner may have
under  this Agreement or under applicable laws with respect to an  Event
of  Default,  a  Non-defaulting Partner that is a General Partner  shall
have  the  option  to  exercise  the rights  set  forth  below  in  this
Section  6.16 in the event of the occurrence of any Event of Default  by
the  other General Partner.  Upon the occurrence of an Event of  Default
by  a  General Partner, the other General Partner may elect,  by  giving
written  notice  to the Defaulting Partner, to assume the  role  of  the
"Controlling  Partner"  of the Partnership, and  shall  remain  as  such
unless and until (i) the Partners otherwise agree, (ii) such Controlling
Partner is removed as such pursuant to the foregoing provisions of  this
Section  6.16  by reason of its having become a Defaulting  Partner,  or
(iii) such Event of Default is cured.  During the period of time that an
Event  of  Default by a General Partner has occurred and is  continuing,
the  other  General Partner shall have the authority to  take  exclusive
charge  and  control of the Partnership free and clear of  any  and  all
restrictions  (including  any and all restrictions  set  forth  in  this
Article  VI  and any and all consent, voting or approval rights  granted
the  Executive  Committee, Operating Committee or any  General  Partner,
other  than  that of the Controlling Partner) imposed by this Agreement,
and  the  Defaulting  Partner's right to,  acting  alone,  make  certain
decisions  and  take certain actions with respect to matters  concerning
the  Partnership's  management agreements with a Non-defaulting  Partner
(or  its Affiliates) as provided in Section 6.14 shall be suspended  and
the other General Partner as the Controlling Partner shall make all such
decisions and take all such actions thereunder.  The Controlling Partner
shall  have  the right to amend any fictitious business name  statement,
certificate  of  partnership, or any similar document  to  reflect  such
election  and to provide that it is the sole General Partner  authorized
to  bind  the  Partnership,  and to file  or  record  any  such  amended
documents  and  change  the  Partnership's Principal  Office,  and  each
Partner  hereby grants to the Controlling Partner its irrevocable  power
of  attorney to do the same, which power of attorney shall be deemed  to
be  a power coupled with an interest which may not be revoked until  the
termination and winding up of the Partnership.  The provisions  of  this
Section 6.16(c) shall take precedence over any provision to the contrary
set forth in this Agreement.

                      Remedies Not Exclusive.  No remedy conferred  upon
the  Partnership  or any Partner in this Agreement  is  intended  to  be
exclusive  of  any other remedy herein or by law provided or  permitted,
but  rather each shall be cumulative and shall be in addition  to  every
other  remedy given hereunder or now or hereafter existing  at  law,  in
equity or by statute.

                               ARTICLE VII

                               AMENDMENTS

                Amendments.  Amendments permitted to be made under  this
Agreement may be made only by an instrument in writing signed by all  of
the Partners.  For so long as the Existing Financing is outstanding, the
Partnership shall not amend, alter in any manner or delete Sections 2.3,
2.7,  6.10, 6.13, 7.1, or 10.1 hereof without the unanimous vote of  all
directors  of the General Partners, including the Independent  Directors
of  each  General  Partner; provided, however, that the Partnership  may
amend  or alter any such Section without obtaining such consent in order
to  clarify  the  provision of such Section if  (i)  such  amendment  or
alteration  will  not  materially adversely affect  the  rights  of  the
holders  of  any  outstanding debt instruments of the  Partnership,  and
(ii)  prior written notice is given to each rating agency for such  debt
instruments of such amendment and each rating agency approves the same.

                                 ARTICLE VIII

                   TRANSFERS OF PARTNERSHIP INTERESTS

                 Rights   of  Transferees.  An  assignee  of  a  Limited
Partnership Interest shall be admitted as a substitute Limited  Partner,
and shall have all rights of a Partner under the Act and this Agreement.
An  assignee  of a Partnership Interest shall execute an  instrument  in
form  and substance satisfactory to the General Partners agreeing to  be
bound  by,  and  to  acquire the Partnership Interest  subject  to,  the
provisions of this Agreement.

                                 ARTICLE IX

                            POWER OF ATTORNEY

                General Partner as Attorney. The Limited Partner  hereby
makes,  constitutes,  and appoints each General  Partner  its  true  and
lawful attorney to make, sign, execute, certify, acknowledge, file,  and
record  any  instrument deemed necessary or appropriate by  the  General
Partners  to  carry  out  fully the provisions of  this  Agreement.  The
Limited  Partner  authorizes the General Partners to  take  any  further
action  which  the General Partners consider necessary or  advisable  in
connection with the foregoing.

                                 ARTICLE X

                       DISSOLUTION AND WINDING UP

                Liquidating  Events. The Partnership shall dissolve  and
commence  winding up and liquidating upon the first to occur of  any  of
the following, and upon no other event without the unanimous consent  of
all  general  partners  of the Partnership at such  time  (``Liquidating
Events''):

               January 1, 2095;

                The  sale of all property of the Partnership so long  as
the  Existing  Financing  is  no  longer  outstanding  and  all  of  the
Partnership's  obligations with respect to such Existing Financing  have
been satisfied;

                The happening of any other event that makes it unlawful,
impossible,  or,  so  long  as  the  Existing  Financing  is  no  longer
outstanding and all of the Partnership's obligations with respect to the
Existing  Financing have been satisfied, impractical  to  carry  on  the
business of the Partnership;

                The  withdrawal,  removal  or  bankruptcy  of  the  last
remaining General Partner, the assignment by such General Partner of its
entire  interest in the Partnership or any other event that causes  such
General Partner to cease to be a general partner under the Act, provided
that  any  such event shall not constitute a Liquidating  Event  if  the
Partnership is continued pursuant to this Section 10.1; or

                At  any  time from and after the date which is  eighteen
(18)  months after the acquisition of the Properties by the Partnership,
upon  the election of either General Partner, without cause and  in  its
sole and absolute discretion; provided, however, that this subclause (e)
shall  not be effective unless, prior to or contemporaneously  with  any
such transaction, the Existing Financing is satisfied in full.

The  Partners  hereby agree that, notwithstanding any provision  of  the
Act,  the  Partnership shall not dissolve prior to the occurrence  of  a
Liquidating  Event.  Upon  the occurrence of  any  event  set  forth  in
Subparagraph  (d)  hereof, the Partnership shall  not  be  dissolved  or
required  to  be  wound up if within ninety (90) days after  such  event
Partners  holding a majority of the remaining Partnership  Interests  in
the  Partnership  agree  in  writing to continue  the  business  of  the
Partnership  and to the appointment, effective as of the  date  of  such
event, of one or more additional General Partners.

               Winding Up. Except as otherwise provided in Section 10.1,
upon  the  occurrence  of  a Liquidating Event,  the  Partnership  shall
continue solely for the purposes of winding up its affairs in an orderly
manner,  liquidating  its  assets, and  satisfying  the  claims  of  its
creditors  and  Partners.  To  the  extent  not  inconsistent  with  the
foregoing,  all  covenants  and  obligations  in  this  Agreement  shall
continue  in  full force and effect until such time as  the  Partnership
assets  have  been  distributed pursuant to this Section  10.2  and  the
certificate of limited partnership has been canceled in accordance  with
the  Act.  The  General Partner (or, in the event there  is  no  General
Partner,   any  Person  elected  by  the  Limited  Partners)  shall   be
responsible  for  overseeing  the winding  up  and  dissolution  of  the
Partnership,  shall  take full account of the Partnership's  liabilities
and  Property,  shall cause the Partnership assets to be  liquidated  as
promptly  as  is consistent with obtaining the fair value  thereof,  and
shall  cause the proceeds therefrom, to the extent sufficient  therefor,
to be applied and distributed in the following order:

                First,  to  the  payment and discharge  of  all  of  the
Partnership's debts and liabilities to creditors; and

                The  balance,  if any, to the General Partners  and  the
Limited Partner in accordance with their Capital Accounts, after  giving
effect  to  all  contributions, distributions, and allocations  for  all
periods.

           Notwithstanding the foregoing, in the event of a  dissolution
under the circumstances described in subclause (e) of Section 10.1,  the
assets of the Partnership shall not be sold, but shall be distributed in
kind to the Partners.

                                ARTICLE XI

                            BOOKS AND REPORTS

               Books of Account and Records.

               Appropriate books of account and records shall be kept by
the  General Partners at the principal office the Partnership  and  each
Partner  shall at all times have access thereto. Such books  of  account
and records shall include a Register of Partnership Interests to reflect
the  ownership,  transfer, pledge or release of pledge of uncertificated
securities.

                The  books of account of the Partnership shall,  at  the
election of the General Partners, be kept on a cash or accrual basis  in
accordance with sound accounting principles.

                               ARTICLE XII

                              MISCELLANEOUS

                Notices.  Any  notice, payment, demand, or communication
required  or  permitted to be given by any provision of  this  Agreement
shall  be in writing and addressed as follows, provided that any Partner
may change any of the following information by delivering notice of such
change to the other party:

          If to the Limited Partner:

               SM Portfolio Limited Partnership
               233 Wilshire Boulevard, Suite 700
               Santa Monica, California  90401
               Telecopier No.:  (310) 395-2791

          If to the General Partners:


               If to Simco Acquisitions, Inc.:

               c/o Simon DeBartolo Group
               National City Center
               115 West Washington Street
               Indianapolis, Indiana  46204
               Telecopier No.:  (317) 685-7221

               If to Macerich Property EQ GP Corp.:

               233 Wilshire Boulevard, Suite 700
               Santa Monica, California 90401
               Telecopier No.:  (310) 395-2791

Any such notice shall be deemed to be delivered, given, and received for
all purposes as of the date so delivered.

                Binding  Effect.  Except as otherwise provided  in  this
Agreement,  every covenant, term, and provision of this Agreement  shall
be  binding  upon  and inure to the benefit of the  Partners  and  their
respective   heirs,   legatees,   legal   representatives,   successors,
transferees, and assigns.

                Severability.  Every  provision  of  this  Agreement  is
intended to be severable. If any term or provision hereof is illegal  or
invalid  for any reason whatsoever, such illegality or invalidity  shall
not affect the validity or legality of the remainder of this Agreement.

                Governing  Law. The laws of the State of Delaware  shall
govern  the  validity of this Agreement, the construction of its  terms,
and the interpretation of the rights and duties of the Partners.
                Counterpart Execution. This Agreement may be executed in
any  number  of  counterparts with the same effect  as  if  all  of  the
Partners  had  signed  the  same document.  All  counterparts  shall  be
construed together and shall constitute one agreement.

   [The remainder of this page has been intentionally been left blank]



           IN  WITNESS  WHEREOF,  the parties  have  entered  into  this
Agreement of Limited Partnership as of the day first above written.

                                        General Partners

                                        Simco Acquisitions, Inc.


                                        By:
                                        Its:                                   
                                        

                                        Macerich Property EQ GP Corp.


                                        By:
                                        Richard A. Bayer
                                        Its: General Counsel and Secretary



                                        Limited Partner

                                        SM Portfolio Limited Partnership

                                        By:  Macerich EQ GP Corp.,
                                             a Delaware corporation,
                                             its General Partner


                                        By:
                                        Richard A. Bayer
                                        Its: General Counsel and Secretary


                                        By:  SDG EQ Associates, Inc.,
                                        a Delaware corporation,
                                        its General Partner

                                        By:

                                       
                                        Its:


                                EXHIBIT A

                    AGREEMENT OF LIMITED PARTNERSHIP

                                   OF

                                    

                                Partners

Names                             Capital Contribution  Partnership Interest

SM Portfolio Limited Partnership           $ 990                        99%

SDG Property EQ Associates, Inc.           $   5                        .5%

Macerich Property EQ GP Corp.              $   5                        .5%
                               
                               
                               SCHEDULE 1

                           LIST OF PROPERTIES


1.   Eastland Mall
     Evansville, Indiana

2.   Empire East
     Sioux Falls, South Dakota

3.   Empire Mall
     Sioux Falls, South Dakota

4.   Granite Run Mall
     Media, Pennsylvania

5.   Lake Square Mall
     Leesburg, Florida

6.   Lindale Mall
     Cedar Rapids, Iowa

7.   Mesa Mall
     Grand Junction, Colorado

8.   NorthPark Mall
     Davenport, Iowa

9.   Rushmore Mall
     Rapid City, South Dakota

10.  Southern Hills Mall
     Sioux City, Iowa

11.  SouthPark Mall
     Moline, Illinois

12.  Southridge Mall
     Des Moines, Iowa

13.  Valley Mall
     Harrisonburg, Virginia
                               
                               
                               SCHEDULE 2

                       MACERICH MANAGED PROPERTIES


1.   Empire East
     Sioux Falls, South Dakota

2.   Empire Mall
     Sioux Falls, South Dakota

3.   Lindale Mall
     Cedar Rapids, Iowa

4.   Mesa Mall
     Grand Junction, Colorado

5.   Rushmore Mall
     Rapid City, South Dakota

6.   Southern Hills Mall
     Sioux City, Iowa

7.   Southridge Mall
     Des Moines, Iowa

                               SCHEDULE 3

                        SIMCO MANAGED PROPERTIES



1.   Eastland Mall
     Evansville, Indiana

2.   Granite Run Mall
     Media, Pennsylvania

3.   Lake Square Mall
     Leesburg, Florida

4.   NorthPark Mall
     Davenport, Iowa

5.   SouthPark Mall
     Moline, Illinois

6.   Valley Mall
     Harrisonburg, Virginia
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
      



       (ii)     Company Financial Statements. As soon as practicable, and in
     any event within ninety-five (95) days after the end of each Fiscal Year,
     (i) the Financial Statements of the Company and its Subsidiaries on Form
     10-K as at the end of such Fiscal Year and a report setting forth in
     comparative form the corresponding figures from the consolidated Financial
     Statements of the Company and its Subsidiaries for the prior Fiscal Year;
     (ii) a report with respect thereto of Arthur Andersen & Co. or other
     independent certified public accountants acceptable to the Payment and Dis
     bursement Agent, which report shall be unqualified and shall state  that
     such financial statements fairly present the consolidated and consoli
     dating financial position of each of the Company and its Subsidiaries as
     at the dates indicated and the results of their operations and cash flow
     for the periods indicated in conformity with GAAP applied on a basis
     consistent with prior years (except for changes with which Arthur Andersen
     & Co. or any such other independent certified public accountants, if
     applicable, shall concur and which shall have been disclosed in the notes
     to the financial statements)(which report shall be subject to the confi
     dentiality limitations set forth herein); and (iii) in the event that the
     report referred to in clause (ii) above is qualified, a copy of the manage
     ment letter or any similar report delivered to the Company or to any offi
     cer or employee thereof by such independent certified public accountants
     in connection with such financial statements.  The Payment and
     Disbursement Agent and each Lender (through the Payment and Disbursement
     Agent) may, with the consent of the Company (which consent shall not be
     unreasonably withheld), communicate directly with such accountants, with
     any such communication to occur together with a representative of the
     Company, at the expense of the Payment and Disbursement Agent (or the
     Lender requesting such communication), upon reasonable notice and at
     reasonable times during normal business hours.

        (iii)    Annual Compliance Certificates.  Together with each delivery
     of any annual report pursuant to clauses (i) and (ii) of this Section
     8.2(b), the Borrower shall deliver Officer's Certificates of the Borrower
     and the Company (the "Annual Compliance Certificates" and, collectively
     with the Quarterly Compliance Certificates, the "Compliance
     Certificates"), signed by the Borrower's and the Company's respective
     Authorized Financial Officers, representing and certifying (1) that the
     officer signatory thereto has reviewed the terms of the Loan Documents,
     and has made, or caused to be made under his/her supervision, a review in
     reasonable detail of the transactions and consolidated and consolidating
     financial condition of the General Partners, the Borrower and its Subsid
     iaries, during the accounting period covered by such reports, that such
     review has not disclosed the existence during or at the end of such ac
     counting period, and that such officer does not have knowledge of the
     existence as at the date of such Officer's Certificate, of any condition
     or event which constitutes an Event of Default or Potential Event of De
     fault or mandatory prepayment event, or, if any such condition or event
     existed or exists, and specifying the nature and period of existence there
     of and what action the General Partners and/or the Borrower or any of its
     Subsidiaries has taken, is taking and proposes to take with respect
     thereto; (2) the calculations (with such specificity as the Payment and
     Disbursement Agent may reasonably request) for the period then ended which
     demonstrate compliance with the covenants and financial ratios set forth
     in Articles IX and X and, when applicable, that no Event of Default de
     scribed in Section 11.1 exists, (3) a schedule of the Borrower's out
     standing Indebtedness including the amount, maturity, interest rate and
     amortization requirements, as well as such other information regarding
     such Indebtedness as may be reasonably requested by the Payment and
     Disbursement Agent, (4) a schedule of Combined EBITDA, (5) a schedule of
     Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit G
     attached hereto, evidencing compliance with each of the financial
     covenants set forth in Article X hereof, and (7) a schedule of the estimat
     ed taxable income of the Borrower for such fiscal year.

        (iv)   Tenant Bankruptcy Reports.  As soon as practicable, and in any
     event within ninety-five (95) days after the end of each Fiscal Year, the
     Borrower shall deliver a written report, in form reasonably satisfactory
     to the Payment and Disbursement Agent, of all bankruptcy proceedings filed
     by or against any tenant of any of the Projects, which tenant occupies 3%
     or more of the gross leasable area in the Projects in the aggregate. The
     Borrower shall deliver to the Payment and Disbursement Agent and the Lend
     ers, immediately upon the Borrower's learning thereof, of any bankruptcy
     proceedings filed by or against, or the cessation of business or opera
     tions of, any tenant of any of the Projects which tenant occupies 3% or
     more of the gross leasable area in the Projects in the aggregate.

        (v)   Property Reports.  When reasonably requested by the Payment
     and Disbursement Agent or any other Arranger or Co-Agent, a rent roll,
     tenant sales report and income statement with respect to any Project.

       8.3  Events of Default.  Promptly upon the Borrower obtaining knowledge
(a) of any condition or event which constitutes an Event of Default or
Potential Event of Default, or becoming aware that any Lender or the Payment
and Disbursement Agent has given any notice with respect to a claimed Event of
Default or Potential Event of Default under this Agreement; (b) that any Person
has given any notice to the Borrower or any Subsidiary of the Borrower or taken
any other action with respect to a claimed default or event or condition of the
type referred to in Section 11.1(e); or (c) or of any condition or event which
has or is reasonably likely to have a Material Adverse Effect, the Borrower
shall deliver to the Payment and Disbursement Agent and the Lenders an
Officer's Certificate specifying (i) the nature and period of existence of any
such claimed default, Event of Default, Potential Event of Default, condition
or event, (ii) the notice given or action taken by such Person in connection
therewith, and (iii) what action the Borrower has taken, is taking and proposes
to take with respect thereto.

     8.4         Lawsuits.    Promptly upon the Borrower's obtaining knowledge
     of the institution of, or written threat of, any action, suit, proceeding,
     governmental investigation or arbitration against or affecting the
     Borrower or any of its Subsidiaries not previously disclosed pursuant to
     Section 7.1(i), which action, suit, proceeding, governmental investigation
     or arbitration exposes, or in the case of multiple actions, suits,
     proceedings, governmental investigations or arbitrations arising out of
     the same general allegations or circumstances which expose, in the
     Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to
     liability in an amount aggregating $1,000,000 or more and is not covered
     by Borrower's insurance, the Borrower shall give written notice thereof to
     the Payment and Disbursement Agent and the Lenders and provide such other
     information as may be reasonably available to enable each Lender and the
     Payment and Disbursement Agent and its counsel to evaluate such matters;
     (ii) as soon as practicable and in any event within fifty (50) days after
     the end of each fiscal quarter of the Borrower, the Borrower shall provide
     a written quarterly report to the Payment and Disbursement Agent and the
     Lenders covering the institution of, or written threat of, any action,
     suit, proceeding, governmental investigation or arbitration (not previ
     ously reported) against or affecting the Borrower or any of its Subsid
     iaries or any Property of the Borrower or any of its Subsidiaries not
     previously disclosed by the Borrower to the Payment and Disbursement Agent
     and the Lenders, and shall provide such other information at such time as
     may be reasonably available to enable each Lender and the Payment and
     Disbursement Agent and its counsel to evaluate such matters; and (iii) in
     addition to the requirements set forth in clauses (i) and (ii) of this Sec
     tion 8.4, the Borrower upon request of the Payment and Disbursement Agent
     or the Requisite Lenders shall promptly give written notice of the status
     of any action, suit, proceeding, governmental investigation or arbitration
     covered by a report delivered pursuant to clause (i) or (ii) above and pro
     vide such other information as may be reasonably available to it to enable
     each Lender and the Payment and Disbursement Agent and its counsel to
     evaluate such matters.

     8.5    Insurance.  As soon as practicable and in any event by January 1st
of each calendar year, the Borrower shall deliver to the Payment and
Disbursement Agent and the Lenders (i) a report in form and substance
reasonably satisfactory to the Payment and Disbursement Agent and the Lenders
outlining all insurance coverage maintained as of the date of such report by
the Borrower and its Subsidiaries and the duration of such coverage and (ii)
evidence that all premiums with respect to such coverage have been paid when
due.

     8.6    ERISA Notices.  The Borrower shall deliver or cause to be delivered
to the Payment and Disbursement Agent and the Lenders, at the Borrower's
expense, the following information and notices as soon as reasonably possible,
and in any event:

     (a)    within fifteen (15) Business Days after the Borrower or any
     ERISA Affiliate knows or has reason to know that a Termination Event
     has occurred, a written statement of the chief financial officer of
     the Borrower describing such Termination Event and the action, if
     any, which the Borrower or any ERISA Affiliate has taken, is taking
     or proposes to take with respect thereto, and when known, any action
     taken or threatened by the IRS, DOL or PBGC with respect thereto;

     (b)   within fifteen (15) Business Days after the Borrower knows
     or has reason to know that a prohibited transaction (defined in Sec
     tions 406 of ERISA and Section 4975 of the Internal Revenue Code) has
     occurred, a statement of the chief financial officer of the Borrower
     describing such transaction and the action which the Borrower or any
     ERISA Affiliate has taken, is taking or proposes to take with respect
     thereto;

     (c)  within fifteen (15) Business Days after the filing of the
     same with the DOL, IRS or PBGC, copies of each annual report (form
     5500 series), including Schedule B thereto, filed with respect to
     each Benefit Plan;

     (d)  within fifteen (15) Business Days after receipt by the
     Borrower or any ERISA Affiliate of each actuarial report for any
     Benefit Plan or Multiemployer Plan and each annual report for any
     Multiemployer Plan, copies of each such report;

     (e)  within fifteen (15) Business Days after the filing of the
     same with the IRS, a copy of each funding waiver request filed with
     respect to any Benefit Plan and all communications received by the
     Borrower or any ERISA Affiliate with respect to such request;

     (f)  within fifteen (15) Business Days after the occurrence any
     material increase in the benefits of any existing Benefit Plan or
     Multiemployer Plan or the establishment of any new Benefit Plan or
     the commencement of contributions to any Benefit Plan or
     Multiemployer Plan to which the Borrower or any ERISA Affiliate to
     which the Borrower or any ERISA Affiliate was not previously contrib
     uting, notification of such increase, establishment or commencement;

     (g)  within fifteen (15) Business Days after the Borrower or any
     ERISA Affiliate receives notice of the PBGC's intention to terminate
     a Benefit Plan or to have a trustee appointed to administer a Benefit
     Plan, copies of each such notice;

     (h)  within fifteen (15) Business Days after the Borrower or any
     of its Subsidiaries receives notice of any unfavorable determination
     letter from the IRS regarding the qualification of a Plan under
     Section 401(a) of the Internal Revenue Code, copies of each such
     letter;

     (i)  within fifteen (15) Business Days after the Borrower or any
     ERISA Affiliate receives notice from a Multiemployer Plan regarding
     the imposition of withdrawal liability, copies of each such notice;

     (j)  within fifteen (15) Business Days after the Borrower or any
     ERISA Affiliate fails to make a required installment or any other re
     quired payment under Section 412 of the Internal Revenue Code on or
     before the due date for such installment or payment, a notification
     of such failure; and

     (k)  within fifteen (15) Business Days after the Borrower or any
     ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan
     has been terminated, (ii) the administrator or plan sponsor of a
     Multiemployer Plan intends to terminate a Multiemployer Plan, or
     (iii) the PBGC has instituted or will institute proceedings under
     Section 4042 of ERISA to terminate a Multiemployer Plan, notification
     of such termination, intention to terminate, or institution of
     proceedings.

For purposes of this Section 8.6, the Borrower and any ERISA Affiliate shall be
deemed to know all facts known by the "Administrator" of any Plan of which the
Borrower or any ERISA Affiliate is the plan sponsor.

       8.7  Environmental Notices.  The Borrower shall notify the Payment and
Disbursement Agent and the Lenders in writing, promptly upon any representative
of the Borrower or other employee of the Borrower responsible for the environ
mental matters at any Property of the Borrower learning thereof, of any of the
following (together with any material documents and correspondence received or
sent in connection therewith):

          (a)  notice or claim to the effect that the Borrower or any of
     its Subsidiaries is or may be liable to any Person as a result of the
     Release or threatened Release of any Contaminant into the envi
     ronment, if such liability  would result in a Material Adverse
     Effect;

          (b)  notice that the Borrower or any of its Subsidiaries is
     subject to investigation by any Governmental Authority evaluating
     whether any Remedial Action is needed to respond to the Release or
     threatened Release of any Contaminant into the environment;

          (c)  notice that any Property of the Borrower or any of its
     Subsidiaries is subject to an Environmental Lien if the claim to
     which such Environmental Lien relates would result in a Material
     Adverse Effect;

          (d)  notice of violation by the Borrower or any of its Subsid
     iaries of any Environmental, Health or Safety Requirement of Law;

          (e)  any condition which might reasonably result in a violation
     by the Borrower or any Subsidiary of the Borrower of any Environmen
     tal, Health or Safety Requirement of Law, which violation would
     result in a Material Adverse Effect;

          (f)  commencement or threat of any judicial or administrative
     proceeding alleging a violation by the Borrower or any of its Subsid
     iaries of any Environmental, Health or Safety Requirement of Law,
     which would result in a Material Adverse Effect;

          (g)  new or proposed changes to any existing Environmental,
     Health or Safety Requirement of Law that could result in a Material
     Adverse Effect; or

          (h)  any proposed acquisition of stock, assets, real estate, or
     leasing of Property, or any other action by the Borrower or any of
     its Subsidiaries that could subject the Borrower or any of its
     Subsidiaries to environmental, health or safety Liabilities and Costs
     which could result in a Material Adverse Effect.

          8.8  Labor Matters.  The Borrower shall notify the Payment and
Disbursement Agent and the Lenders in writing, promptly upon the Borrower's
learning thereof, of any labor dispute to which the Borrower or any of its
Subsidiaries may become a party (including, without limitation, any strikes,
lockouts or other disputes relating to any Property of such Persons' and other
facilities) which could result in a Material Adverse Effect.

          8.9  Notices of Asset Sales and/or Acquisitions.  The Borrower shall
deliver to the Payment and Disbursement Agent and the Lenders written notice of
each of the following upon the occurrence thereof: (a) a sale, transfer or
other disposition of assets, in a single transaction or series of related
transactions, for consideration in excess of $50,000,000, (b) an acquisition of
assets, in a single transaction or series of related transactions, for consider
ation in excess of $50,000,000, and (c) the grant of a Lien with respect to
assets, in a single transaction or series of related transactions, in
connection with Indebtedness aggregating an amount in excess of $50,000,000.

          8.10  Tenant Notifications.  The Borrower shall promptly notify the
Payment and Disbursement Agent upon obtaining knowledge of the bankruptcy or
cessation of operations of any tenant to which greater than 3% of the
Borrower's share of consolidated minimum rent is attributable.

      8.11  Other Reports.  The Borrower shall deliver or cause to be delivered
to the Payment and Disbursement Agent and the other Lenders copies of all
financial statements, reports, notices and other materials, if any, sent or
made available generally by any General Partner and/or the Borrower to its re
spective Securities holders or filed with the Commission, all press releases
made available generally by any General Partner and/or the Borrower or any of
its Subsidiaries to the public concerning material developments in the business
of any General Partner, the Borrower or any such Subsidiary and all notifica
tions received by the General Partners, the Borrower or its Subsidiaries
pursuant to the Securities Exchange Act and the rules promulgated thereunder.

      8.12  Other Information.  Promptly upon receiving a request therefor from
the Payment and Disbursement Agent or any Arranger or Co-Agent, the Borrower
shall prepare and deliver to the Payment and Disbursement Agent and the other
Lenders such other information with respect to either General Partner, the Bor
rower, or any of its Subsidiaries, as from time to time may be reasonably
requested by the Payment and Disbursement Agent or any Arranger.


                                  ARTICLE IX
                             AFFIRMATIVE COVENANTS

          Borrower covenants and agrees that so long as any Revolving Credit
Commitments are outstanding and thereafter until payment in full of all of the
Obligations (other than indemnities pursuant to Section 15.3 not yet due),
unless the Requisite Lenders shall otherwise give prior written consent:

      9.1   Existence, Etc.  The Borrower shall, and shall cause each of its
Subsidiaries to, at all times maintain its corporate existence or existence as
a limited partnership or joint venture, as applicable, and preserve and keep,
or cause to be preserved and kept, in full force and effect its rights and
franchises material to its businesses, except where the loss or termination of
such rights and franchises is not likely to have a Material Adverse Effect.

      9.2   Powers; Conduct of Business.  The Borrower shall remain qualified,
and shall cause each of its Subsidiaries to qualify and remain qualified, to do
business and maintain its good standing in each jurisdiction in which the
nature of its business and the ownership of its Property requires it to be so
qualified and in good standing.

      9.3   Compliance with Laws, Etc.  The Borrower shall, and shall cause
each of its Subsidiaries to, (a) comply with all Requirements of Law and all
restrictive covenants affecting such Person or the business, Property, assets
or operations of such Person, and (b) obtain and maintain as needed all Permits
necessary for its operations (including, without limitation, the operation of
the Projects) and maintain such Permits in good standing, except where
noncompliance with either clause (a) or (b) above is not reasonably likely to
have a Material Adverse Effect; provided, however, that the Borrower shall, and
shall cause each of its Subsidiaries to, comply with all Environmental, Health
or Safety Requirements of Law affecting such Person or the business, Property,
assets or operations of such Person.

      9.4   Payment of Taxes and Claims.    The Borrower shall pay, and cause
each of its Subsidiaries to pay, (i) all taxes, assessments and other
governmental charges imposed upon it or on any of its Property or assets or in
respect of any of its franchises, licenses, receipts, sales, use, payroll,
employment, business, income or Property before any penalty or interest accrues
thereon, and (ii) all Claims (including, without limitation, claims for labor,
services, materials and supplies) for sums which have become due and payable
and which by law have or may become a Lien (other than a Lien permitted by
Section 10.3 or a Customary Permitted Lien for property taxes and assessments
not yet due upon any of the Borrower's or any of the Borrower's Subsidiaries'
Property or assets, prior to the time when any penalty or fine shall be
incurred with respect thereto; provided, however, that no such taxes, assess
ments, fees and governmental charges referred to in clause (i) above or Claims
referred to in clause (ii) above need be paid if being contested in good faith
by appropriate proceedings diligently instituted and conducted and if such
reserve or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made therefor.

      9.5   Insurance.  The Borrower shall maintain for itself and its
Subsidiaries, or shall cause each of its Subsidiaries to maintain in full force
and effect the insurance policies and programs listed on Schedule 7.1-U or sub
stantially similar policies and programs or other policies and programs as are
reasonably acceptable to the Payment and Disbursement Agent.  All such policies
and programs shall be maintained with insurers reasonably acceptable to the
Payment and Disbursement Agent.

      9.6   Inspection of Property; Books and Records; Discussions.  The
Borrower shall permit, and cause each of its Subsidiaries to permit, any
authorized representative(s) designated by either the Payment and Disbursement
Agent or any Arranger, Co-Agent or other Lender to visit and inspect any of the
Projects or inspect the MIS of the Borrower or any of its Subsidiaries which
relates to the Projects, to examine, audit, check and make copies of their
respective financial and accounting records, books, journals, orders, receipts
and any correspondence and other data relating to their respective businesses
or the transactions contemplated hereby (including, without limitation, in
connection with environmental compliance, hazard or liability), and to discuss
their affairs, finances and accounts with their officers and independent certi
fied public accountants, all with a representative of the Borrower present,
upon reasonable notice and at such reasonable times during normal business
hours, as often as may be reasonably requested.  Each such visitation and in
spection shall be at such visitor's expense.  The Borrower shall keep and main
tain, and cause its Subsidiaries to keep and maintain, in all material respects
on its MIS and otherwise proper books of record and account in which entries in
conformity with GAAP shall be made of all dealings and transactions in relation
to their respective businesses and activities.

      9.7   ERISA Compliance.  The Borrower shall, and shall cause each of its
Subsidiaries and ERISA Affiliates to, establish, maintain and operate all Plans
to comply in all material respects with the provisions of ERISA, the Internal
Revenue Code, all other applicable laws, and the regulations and interpreta
tions thereunder and the respective requirements of the governing documents for
such Plans.

      9.8   Maintenance of Property.  The Borrower shall, and shall cause each
of its Subsidiaries to, maintain in all material respects all of their
respective owned and leased Property in good, safe and insurable condition and
repair and in a businesslike manner, and not permit, commit or suffer any waste
or abandonment of any such Property and from time to time shall make or cause
to be made all material repairs, renewal and replacements thereof, including,
without limitation, any capital improvements which may be required to maintain
the same in a businesslike manner; provided, however, that such Property may be
altered or renovated in the ordinary course of business of the Borrower or such
applicable Subsidiary. Without any limitation on the foregoing, the Borrower
shall maintain the Projects in a manner such that each Project can be used in
the manner and substantially for the purposes such Project is used on the
Closing Date, including, without limitation, maintaining all utilities, access
rights, zoning and necessary Permits for such Project.

      9.9   Hedging Requirements.  The Borrower shall maintain "Interest Rate
Hedges" (as defined below) on a notional amount of Indebtedness of the Borrower
and its Subsidiaries which, when added to the aggregate principal amount of
Indebtedness of the Borrower and its Subsidiaries which bears interest at a
fixed rate, equals or exceeds 75% of the aggregate principal amount of all
Indebtedness of the Borrower and its Subsidiaries.  "Interest Rate Hedges"
shall mean interest rate exchange, collar, cap, swap, adjustable strike cap,
adjustable strike corridor or similar agreements having terms, conditions and
tenors reasonably acceptable to the Payment and Disbursement Agent entered into
by the Borrower and/or its Subsidiaries in order to provide protection to, or
minimize the impact upon, the Borrower and/or such Subsidiaries of increasing
floating rates of interest applicable to Indebtedness.

      9.10  Company Status.  The Company shall at all times (1) remain a
publicly traded company listed on the New York Stock Exchange or other national
stock exchange; (2) maintain its status as a REIT under the Internal Revenue
Code, (3) retain direct or indirect management and control of the Borrower, and
(4) own, directly or indirectly, no less than ninety-nine percent (99%) of the
equity Securities of SD (or any other General Partner of the Borrower).

      9.11    Ownership of Projects, Minority Holdings and Property. The owner
ship of substantially all wholly-owned Projects, Minority Holdings and other
Property of the Consolidated Businesses shall be held by the Borrower and its
Subsidiaries and shall not be held directly by any General Partner.


                                  ARTICLE X
                              NEGATIVE COVENANTS

          Borrower covenants and agrees that it shall comply with the following
covenants so long as any Revolving Credit Commitments are outstanding and
thereafter until payment in full of all of the Obligations (other than
indemnities pursuant to Section 15.3 not yet due), unless the Requisite Lenders
shall otherwise give prior written consent:

       10.1 Indebtedness.  Neither the Borrower nor any of its Subsidiaries
shall directly or indirectly create, incur, assume or otherwise become or
remain directly or indirectly liable with respect to any Indebtedness, except
Indebtedness which, when aggregated with Indebtedness of the General Partners,
the Borrower or any of their respective Subsidiaries and Minority Holdings
Indebtedness allocable in accordance with GAAP to the Borrower or any Sub
sidiary of the Borrower as of the time of determination, would not exceed (i)
sixty percent (60%) of Capitalization Value as of the date of incurrence, or
(ii) in the case of Secured Indebtedness of the Consolidated Businesses and the
Borrower's proportionate share of Secured Indebtedness of its Minority Hold
ings, fifty-five percent (55%) of the Capitalization Value.  In addition, nei
ther the Borrower nor any of its Subsidiaries shall incur, directly or indi
rectly, Indebtedness for borrowed money from any of the General Partners,
unless such Indebtedness is unsecured and expressly subordinated to the payment
of the Obligations.

       10.2 Sales of Assets.  Neither the Borrower nor any of its Subsidiaries
shall sell, assign, transfer, lease, convey or otherwise dispose of any
Property, whether now owned or hereafter acquired, or any income or profits
therefrom, or enter into any agreement to do so which would result in a
Material Adverse Effect.

       10.3 Liens.  Neither the Borrower nor any of its Subsidiaries shall
directly or indirectly create, incur, assume or permit to exist any Lien on or
with respect to any Property, except:

       (a)   Liens with respect to Capital Leases of Equipment entered
     into in the ordinary course of business of the Borrower pursuant to
     which the aggregate Indebtedness under such Capital Leases does not
     exceed $100,000 for any Project;
       (b)   Liens securing permitted Secured Indebtedness; and

       (c)   Customary Permitted Liens.

      10.4   Investments.  Neither the Borrower nor any of its Subsidiaries
shall directly or indirectly make or own any Investment except:

      (a)    Investments in Cash Equivalents;

      (b)    Subject to the limitations of clause (e) below, Investments in
     the Borrower's Subsidiaries, the Borrower's Affiliates and the Management
     Company;

      (c)    Investments in the form of advances to employees in the
     ordinary course of business; provided that the aggregate principal
     amount of all such loans at any time outstanding shall not exceed
     $1,000,000;

      (d)    Investments received in connection with the bankruptcy or
     reorganization of suppliers and lessees and in settlement of delin
     quent obligations of, and other disputes with, lessees and suppliers
     arising in the ordinary course of business;

      (e)    Investments (i) in any individual Project (other than Mall
     of America), which when combined with like Investments of the General
     Partners in such Project, do not exceed ten percent (10%) of the
     Capitalization Value after giving effect to such Investments of the
     Borrower or (ii) in a single Person owning a Project or Property, or
     a portfolio of Projects or Properties, which when combined with like
     Investments of the General Partners in such Person, do not exceed
     thirty-three percent (33%) of the Capitalization Value after giving
     effect to such Investments of the Borrower, it being understood that
     no Investment in any individual Person will be permitted if the
     Borrower's allocable share of the Investment of such Person in any
     individual Project would exceed the limitation described in clause
     (i) hereinabove.

      10.5   Conduct of Business.  Neither the Borrower nor any of its
Subsidiaries shall engage in any business, enterprise or activity other than
(a) the businesses of acquiring, developing, re-developing and managing predom
inantly retail and mixed use Projects and portfolios of like Projects and (b)
any business or activities which are substantially similar, related or
incidental thereto.

      10.6  Transactions with Partners and Affiliates.  Neither the Borrower
nor any of its Subsidiaries shall directly or indirectly enter into or permit
to exist any transaction (including, without limitation, the purchase, sale,
lease or exchange of any property or the rendering of any service) with any
holder or holders of more than five percent (5%) of any class of equity Securi
ties of the Borrower, or with any Affiliate of the Borrower which is not its
Subsidiary, on terms that determined by the respective Boards of Directors of
the General Partners to be less favorable to the Borrower or any of its
Subsidiaries, as applicable, than those that might be obtained in an arm's
length transaction at the time from Persons who are not such a holder or Affil
iate.  Nothing contained in this Section 10.6 shall prohibit (a) increases in
compensation and benefits for officers and employees of the Borrower or any of
its Subsidiaries which are customary in the industry or consistent with the
past business practice of the Borrower or such Subsidiary, provided that no
Event of Default or Potential Event of Default has occurred and is continuing;
(b) payment of customary partners' indemnities; or (c) performance of any
obligations arising under the Loan Documents.

      10.7  Restriction on Fundamental Changes.  Neither the Borrower nor any
of its Subsidiaries shall enter into any merger or consolidation, or liquidate,
wind-up or dissolve (or suffer any liquidation or dissolution), or convey,
lease, sell, transfer or otherwise dispose of, in one transaction or series of
transactions, all or substantially all of the Borrower's or any such
Subsidiary's business or Property, whether now or hereafter acquired, except in
connection with issuance, transfer, conversion or repurchase of limited
partnership interests in Borrower. Notwithstanding the foregoing, (i) the
Borrower shall be permitted to merge with another Person so long as the
Borrower is the surviving Person following such merger, and (ii) the SDG
Reorganization Transactions shall be permitted, subject to the terms of Article
XIV hereof.
      10.8  Margin Regulations; Securities Laws.  Neither the Borrower nor any
of its Subsidiaries, shall use all or any portion of the proceeds of any credit
extended under this Agreement to purchase or carry Margin Stock.

      10.9  ERISA.  The Borrower shall not and shall not permit any of its
Subsidiaries or ERISA Affiliates to:

      (a)   engage in any prohibited transaction described in Sections
     406 of ERISA or 4975 of the Internal Revenue Code for which a
     statutory or class exemption is not available or a private exemption
     has not been previously obtained from the DOL;

      (b)   permit to exist any accumulated funding deficiency (as
     defined in Sections 302 of ERISA and 412 of the Internal Revenue
     Code), with respect to any Benefit Plan, whether or not waived;

      (c)   fail to pay timely required contributions or annual install
     ments due with respect to any waived funding deficiency to any
     Benefit Plan;

      (d)   terminate any Benefit Plan which would result in any
     liability of Borrower or any ERISA Affiliate under Title IV of ERISA;

      (e)   fail to make any contribution or payment to any
     Multiemployer Plan which Borrower or any ERISA Affiliate may be
     required to make under any agreement relating to such Multiemployer
     Plan, or any law pertaining thereto;

      (f)   fail to pay any required installment or any other payment
     required under Section 412 of the Internal Revenue Code on or before
     the due date for such installment or other payment; or

      (g)   amend a Benefit Plan resulting in an increase in current
     liability for the plan year such that the Borrower or any ERISA
     Affiliate is required to provide security to such Plan under Section
     401(a)(29) of the Internal Revenue Code.

      10.10  Organizational Documents.  Neither the General Partners, the Bor
rower nor any of its Subsidiaries shall amend, modify or otherwise change any
of the terms or provisions in any of their respective Organizational Documents
as in effect on the Closing Date, except amendments to effect (a) a change of
name of the Borrower or any such Subsidiary, provided that the Borrower shall
have provided the Payment and Disbursement Agent with sixty (60) days prior
written notice of any such name change, or (b) changes that would not affect
such Organizational Documents in any material manner not otherwise permitted
under this Agreement.

      10.11 Fiscal Year.  Neither the Company, the Borrower nor any of its
Consolidated Subsidiaries shall change its Fiscal Year for accounting or tax
purposes from a period consisting of the 12-month period ending on December 31
of each calendar year.

      10.12 Other Financial Covenants.

      (a)    Minimum Combined Equity Value.  The Combined Equity Value shall
at no time be less than $2,400,000,000.

      (b)    Consolidated Interest Coverage Ratio.  As of the first day of
each fiscal quarter for the immediately preceding consecutive four fiscal quar
ters, the ratio of (i) Combined EBITDA to (ii) Combined Interest Expense shall
not be less than 1.8 to 1.0.

      (c)    Minimum Debt Service Coverage Ratio.  As of the first day of
each fiscal quarter for the immediately preceding consecutive four fiscal quar
ters, the ratio of Combined EBITDA to Combined Debt Service shall not be less
than 1.60 to 1.00.

      (d)    Minimum Debt Yield.  As of the first day of each fiscal quarter
for the immediately preceding consecutive four fiscal quarters, the ratio (ex
pressed as a percentage) (the "Debt Yield") of (1) Combined EBITDA to (2) Total
Adjusted Outstanding Indebtedness (less unrestricted Cash and Cash Equivalents
of the Borrower) shall not be less than 13.5%.

      (e)    Unencumbered Combined EBITDA to Total Unsecured Outstanding
Indebtedness.  As of the first day of each fiscal quarter for the immediately
preceding consecutive four fiscal quarters, the ratio (expressed as a percent
age) (the "Unsecured Debt Yield") of (i) the Unencumbered Combined EBITDA to
(ii) Total Unsecured Outstanding Indebtedness (less unrestricted Cash and Cash
Equivalents of the Borrower) shall not be less than 11%.

      (f)    Unencumbered Combined EBITDA to Unsecured Interest Expense.  As
of the first day of each fiscal quarter for the immediately preceding
consecutive four fiscal quarters, the ratio of (i) the Unencumbered Combined
EBITDA to (ii) Unsecured Interest Expense shall not be less than 1.5 to 1.0.

      10.13 Pro Forma Adjustments.  In connection with an acquisition of a
Project, a Property, or a portfolio of Projects or Properties, by any of the
Consolidated Businesses or any Minority Holding (whether such acquisition is
direct or through the acquisition of a Person which owns such Property), the
financial covenants contained in this Agreement shall be calculated as follows
on a pro forma basis (with respect to the pro rata share of the Borrower in the
case of an acquisition by a Minority Holding), which pro forma calculation
shall be effective until the last day of the fourth fiscal quarter following
such acquisition (or such earlier test period, as applicable), at which time
actual performance shall be utilized for such calculations.

      (a)   Annual EBITDA.  Annual EBITDA for the acquired Property shall be
deemed to be an amount equal to (i) the net purchase price of the acquired
Property (or the Borrower's pro rata share of such net purchase price in the
event of an acquisition by a Minority Holding) for the first fiscal quarter
following such acquisition, multiplied by 8.25% and (ii) for the succeeding
three fiscal quarters, Annual EBITDA shall be deemed the greater of (A) the net
purchase price multiplied by 8.25%, or (B) the actual EBITDA from such acquired
Property during the period following Borrower's (direct or indirect) acquisi
tion, computed on an annualized basis, provided that such annualized EBITDA
shall in no event exceed the final product obtained after multiplying (1) the
net purchase price by (2) 1.1, and then by (3) 8.25%.

      (b)  Combined EBITDA.  The pro forma calculation of Annual EBITDA for
the acquired Property shall be added to the calculation of Combined EBITDA.

      (c)  Unencumbered Combined EBITDA. If, after giving effect to the
acquisition, the acquired Property will not be encumbered by Secured
Indebtedness, then the pro forma Annual EBITDA for the acquired Property shall
be added to the calculation of Unencumbered Combined EBITDA.

      (d)  Secured Indebtedness. Any Indebtedness secured by a Lien in
curred and/or assumed in connection with such acquisition of a Property shall
be added to the calculation of Secured Indebtedness.

      (e)  Total Adjusted Outstanding Indebtedness. Any Indebtedness
incurred and/or assumed in connection with such acquisition shall be added to
the calculation of Total Adjusted Outstanding Indebtedness.

      (f)  Combined Interest Expense. If any Indebtedness is incurred or
assumed in connection with such acquisition, then the amount of interest
expense to be incurred on such Indebtedness during the period following such
acquisition, computed on an annualized basis during the applicable period,
shall be added to the calculation of Combined Interest Expense.

      (g)  Total Unsecured Outstanding Indebtedness.  Any Indebtedness
which is not secured by a Lien and which is incurred and/or assumed in connec
tion with such acquisition shall be added to the calculation of Total Unsecured
Outstanding Indebtedness.

      (h)  Unsecured Interest Expense.   If any unsecured Indebtedness is
incurred or assumed in connection with such acquisition, then the amount of
interest expense to be incurred on such Indebtedness during the period
following such acquisition, computed on an annualized basis during the
applicable period, shall be added to the calculation of Unsecured Interest
Expense.

      (i)  Debt Yield and Unencumbered Debt Yield.  For purposes of
calculating Debt Yield and Unencumbered Debt Yield only, non-recourse
Indebtedness and completion guarantees incurred for the construction of new
Projects shall, until such time as the interest expense associated with such
financing need no longer be capitalized in accordance with GAAP, be excluded
from the calculation of Total Adjusted Outstanding Indebtedness (provided that
recourse Indebtedness and repayment guarantees shall be included in such calcu
lation).

                                 ARTICLE XI
                    EVENTS OF DEFAULT; RIGHTS AND REMEDIES

       11.1  Events of Default.  Each of the following occurrences shall
constitute an Event of Default under this Agreement:

       (a)  Failure to Make Payments When Due.  The Borrower shall fail to
pay (i) when due any principal payment on the Obligations which is due on the
Revolving Credit Termination Date or pursuant to the terms of Section 2.1(a),
Section 2.2, Section 2.4, or Section 4.1(d) or (ii) within five Business Days
after the date on which due, any interest payment on the Obligations or any
principal payment pursuant to the terms of Section 4.1(a) or (iii) when due,
any principal payment on the Obligations not referenced in clauses (i) or (ii)
hereinabove.

       (b)  Breach of Certain Covenants.  The Borrower shall fail duly and
punctually to perform or observe any agreement, covenant or obligation binding
on such Person under Sections 8.3, 9.1, 9.2, 9.3, 9.4, 9.5, 9.6, or Article X.

       (c)  Breach of Representation or Warranty.  Any representation or
warranty made by the Borrower to the Payment and Disbursement Agent, any
Arranger or any other Lender herein or by the Borrower or any of its Subsid
iaries in any of the other Loan Documents or in any statement or certificate at
any time given by any such Person pursuant to any of the Loan Documents shall
be false or misleading in any material respect on the date as of which made.

       (d)  Other Defaults.  Except as set forth in the next sentence, the
Borrower shall default in the performance of or compliance with any term
contained in this Agreement (other than as identified in paragraphs (a), (b) or
(c) of this Section 11.1), or any default or event of default shall occur under
2any of the other Loan Documents, and such default or event of default shall con
tinue for twenty (20) days after receipt of written notice from the Payment and
Disbursement Agent thereof.  With respect to any failure in the performance of
or compliance with the terms of Section 9.9, such failure or noncompliance
shall not constitute an Event of Default so long as the Borrower cures such
failure or noncompliance within one hundred eighty (180) days after the receipt
of written notice from the Payment and Disbursement Agent thereof.

       (e)  Acceleration of Other Indebtedness.  Any breach, default or
event of default shall occur, or any other condition shall exist under any
instrument, agreement or indenture pertaining to any recourse Indebtedness
(other than the Obligations) of the Borrower or its Subsidiaries aggregating
$30,000,000 or more, and the effect thereof is to cause an acceleration,
mandatory redemption or other required repurchase of such Indebtedness, or
permit the holder(s) of such Indebtedness to accelerate the maturity of any
such Indebtedness or require a redemption or other repurchase of such Indebt
edness; or any such Indebtedness shall be otherwise declared to be due and
payable (by acceleration or otherwise) or required to be prepaid, redeemed or
otherwise repurchased by the Borrower or any of its Subsidiaries (other than by
a regularly scheduled required prepayment) prior to the stated maturity
thereof.

       (f)  Involuntary Bankruptcy; Appointment of Receiver, Etc.

              (i) An involuntary case shall be commenced against any General
     Partner, the Borrower, or any of its Subsidiaries to which $150,000,000 or
     more of the Combined Equity Value is attributable, and the petition shall
     not be dismissed, stayed, bonded or discharged within sixty (60) days
     after commencement of the case; or a court having jurisdiction in the
     premises shall enter a decree or order for relief in respect of any Gener
     al Partner, the Borrower or any of its Subsidiaries in an involuntary
     case, under any applicable bankruptcy, insolvency or other similar law now
     or hereinafter in effect; or any other similar relief shall be granted
     under any applicable federal, state, local or foreign law; or the
     respective board of directors of any General Partner or Limited Partners
     of the Borrower or the board of directors or partners of any of the
     Borrower's Subsidiaries (or any committee thereof) adopts any resolution
     or otherwise authorizes any action to approve any of the foregoing.

           (ii) A decree or order of a court having jurisdiction in the
     premises for the appointment of a receiver, liquidator, sequestrator,
     trustee, custodian or other officer having similar powers over any of the
     General Partners, the Borrower, or any of its Subsidiaries to which
     $150,000,000 or more of the Combined Equity Value is attributable, or over
     all or a substantial part of the Property of any of the General Partners,
     the Borrower or any of such Subsidiaries shall be entered; or an interim
     receiver, trustee or other custodian of any of the General Partners, the
     Borrower or any of such Subsidiaries or of all or a substantial part of
     the Property of any of the General Partners, the Borrower or any of such
     Subsidiaries shall be appointed or a warrant of attachment, execution or
     similar process against any substantial part of the Property of any of the
     General Partners, the Borrower or any of such Subsidiaries shall be issued
     and any such event shall not be stayed, dismissed, bonded or discharged
     within sixty (60) days after entry, appointment or issuance; or the
     respective board of directors of any of the General Partners, the General
     Partner or Limited Partners of the Borrower or the board of directors or
     partners of any of Borrower's Subsidiaries (or any committee thereof)
     adopts any resolution or otherwise authorizes any action to approve any of
     the foregoing.

           (g) Voluntary Bankruptcy; Appointment of Receiver, Etc.  Any of the
General Partners, the Borrower, or any of its Subsidiaries to which
$150,000,000 or more of the Combined Equity Value is attributable, shall
commence a voluntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or shall consent to the entry of an
order for relief in an involuntary case, or to the conversion of an involuntary
case to a voluntary case, under any such law, or shall consent to the appoint
ment of or taking possession by a receiver, trustee or other custodian for all
or a substantial part of its Property; or any of the General Partners, the
Borrower or any of such Subsidiaries shall make any assignment for the benefit
of creditors or shall be unable or fail, or admit in writing its inability, to
pay its debts as such debts become due.

           (h) Judgments and Unpermitted Liens.

           (i)    Any money judgment (other than a money judgment covered
     by insurance as to which the insurance company has acknowledged coverage),
     writ or warrant of attachment, or similar process against the Borrower or
     any of its Subsidiaries or any of their respective assets involving in any
     case an amount in excess of $15,000,000 (other than with respect to Claims
     arising out of non-recourse Indebtedness) is entered and shall remain
     undischarged, unvacated, unbonded or unstayed for a period of sixty (60)
     days or in any event later than five (5) days prior to the date of any
     proposed sale thereunder; provided, however, if any such judgment, writ or
     warrant of attachment or similar process is in excess of $30,000,000
     (other than with respect to Claims arising out of non-recourse Indebted
     ness), the entry thereof shall immediately constitute an Event of Default
     hereunder.

           (ii)  A federal, state, local or foreign tax Lien is filed
     against the Borrower which is not discharged of record, bonded over or
     otherwise secured to the satisfaction of the Payment and Disbursement
     Agent within fifty (50) days after the filing thereof or the date upon
     which the Payment and Disbursement Agent receives actual knowledge of the
     filing thereof for an amount which, either separately or when aggregated
     with the amount of any judgments described in clause (i) above and/or the
     amount of the Environmental Lien Claims described in clause (iii) below,
     equals or exceeds $15,000,000.

           (iii) An Environmental Lien is filed against any Project with
     respect to Claims in an amount which, either separately or when aggregated
     with the amount of any judgments described in clause (i) above and/or the
     amount of the tax Liens described in clause (ii) above, equals or exceeds
     $15,000,000.

           (i)  Dissolution.  Any order, judgment or decree shall be entered
against the Borrower decreeing its involuntary dissolution or split up; or the
Borrower shall otherwise dissolve or cease to exist except as specifically
permitted by this Agreement.

           (j)  Loan Documents.  At any time, for any reason, any Loan Document
ceases to be in full force and effect or the Borrower seeks to repudiate its
obligations thereunder.

           (k)  ERISA Termination Event.  Any ERISA Termination Event occurs
which the Payment and Disbursement Agent believes could subject either the
Borrower or any ERISA Affiliate to liability in excess of $500,000.

           (l)  Waiver Application.  The plan administrator of any Benefit Plan
applies under Section 412(d) of the Code for a waiver of the minimum funding
standards of Section 412(a) of the Internal Revenue Code and the Payment and
Disbursement Agent believes that the substantial business hardship upon which
the application for the waiver is based could subject either the Borrower or
any ERISA Affiliate to liability in excess of $500,000.

           (m)  Material Adverse Effect.  An event shall occur which has a
Material Adverse Effect.

           (n)  Certain Defaults Pertaining to the General Partners.  The
Company shall fail to (i) maintain its status as a REIT for federal income tax
purposes, (ii) continue as a general partner of the Borrower, (iii) maintain
ownership of no less than 99% of the equity Securities of SD (or any other
General Partner of the Borrower), (iv) comply with all Requirements of Law
applicable to it and its businesses and Properties, in each case where the
failure to so comply individually or in the aggregate will have or is
reasonably likely to have a Material Adverse Effect, (v) remain listed on the
New York Stock Exchange or other national stock exchange, or (vi) file all tax
returns and reports required to be filed by it with any Governmental Authority
as and when required to be filed or to pay any taxes, assessments, fees or
other governmental charges upon it or its Property, assets, receipts, sales,
use, payroll, employment, licenses, income, or franchises which are shown in
such returns, reports or similar statements to be due and payable as and when
due and payable, except for taxes, assessments, fees and other governmental
charges (A) that are being contested by the Company in good faith by an
appropriate proceeding diligently pursued, (B) for which adequate reserves have
been made on its books and records, and (C) the amounts the non-payment of
which would not, individually or in the aggregate, result in a Material Adverse
Effect.

     SD shall fail to (i) continue as the managing general partner of SDGLP,
(ii) remain a Subsidiary of the Company, (iii) comply with all Requirements of
Law applicable to it and its businesses and Properties, in each case where the
failure to so comply individually or in the aggregate will have or is
reasonably likely to have a Material Adverse Effect, or (iv) file all tax re
turns and reports required to be filed by it with any Governmental Authority as
and when required to be filed or to pay any taxes, assessments, fees or other
governmental charges upon it or its Property, assets, receipts, sales, use,
payroll, employment, licenses, income, or franchises which are shown in such
returns, reports or similar statements to be due and payable as and when due
and payable, except for taxes, assessments, fees and other governmental charges
(A) that are being contested by the Company in good faith by an appropriate
proceeding diligently pursued, (B) for which adequate reserves have been made
on its books and records, and (C) the amounts the non-payment of which would
not, individually or in the aggregate, result in a Material Adverse Effect.

        (o)    Merger or Liquidation of the General Partners or the Borrower.
Except pursuant to the SDG Reorganization Transactions, any General Partner
shall merge or liquidate with or into any other Person and, as a result thereof
and after giving effect thereto, (i) such General Partner is not the surviving
Person or (ii) such merger or liquidation would effect an acquisition of or
Investment in any Person not otherwise permitted under the terms of this
Agreement.  Except pursuant to the SDG Reorganization Transactions, the Borrow
er shall merge or liquidate with or into any other Person and, as a result
thereof and after giving effect thereto, (i) the Borrower is not the surviving
Person or (ii) such merger or liquidation would effect an acquisition of or
Investment in any Person not otherwise permitted under the terms of this
Agreement.

An Event of Default shall be deemed "continuing" until cured or waived in
writing in accordance with Section 15.7.

     11.2    Rights and Remedies.

               Acceleration and Termination.  Upon the occurrence of any Event
of Default described in Sections 11.1(f) or 11.1(g), the Revolving Credit
Commitments shall automatically and immediately terminate and the unpaid
principal amount of, and any and all accrued interest on, the Obligations and
all accrued fees shall automatically become immediately due and payable,
without presentment, demand, or protest or other requirements of any kind (in
cluding, without limitation, valuation and appraisement, diligence, pre
sentment, notice of intent to demand or accelerate and of acceleration), all of
which are hereby expressly waived by the Borrower; and upon the occurrence and
during the continuance of any other Event of Default, the Payment and
Disbursement Agent shall at the request, or may with the consent, of the
Requisite Lenders, by written notice to the Borrower, (i) declare that the
Revolving Credit Commitments are terminated, whereupon the Revolving Credit
Commitments and the obligation of each Lender to make any Loan hereunder and of
each Lender to issue or participate in any Letter of Credit not then issued
shall immediately terminate, and/or (ii) declare the unpaid principal amount of
and any and all accrued and unpaid interest on the Obligations to be, and the
same shall thereupon be, immediately due and payable, without presentment,
demand, or protest or other requirements of any kind (including, without
limitation, valuation and appraisement, diligence, presentment, notice of
intent to demand or accelerate and of acceleration), all of which are hereby
expressly waived by the Borrower.

     (b)   Rescission.  If at any time after termination of the Revolving
Credit Commitments and/or acceleration of the maturity of the Loans, the
Borrower shall pay all arrears of interest and all payments on account of prin
cipal of the Loans and Reimbursement Obligations which shall have become due
otherwise than by acceleration (with interest on principal and, to the extent
permitted by law, on overdue interest, at the rates specified in this
Agreement) and all Events of Default and Potential Events of Default (other
than nonpayment of principal of and accrued interest on the Loans due and
payable solely by virtue of acceleration) shall be remedied or waived pursuant
to Section 15.7, then upon the written consent of the Requisite Lenders and
written notice to the Borrower, the termination of the Revolving Credit Commit
ments and/or the acceleration and their consequences may be rescinded and
annulled; but such action shall not affect any subsequent Event of Default or
Potential Event of Default or impair any right or remedy consequent thereon.
The provisions of the preceding sentence are intended merely to bind the
Lenders to a decision which may be made at the election of the Requisite
Lenders; they are not intended to benefit the Borrower and do not give the
Borrower the right to require the Lenders to rescind or annul any acceleration
hereunder, even if the conditions set forth herein are met.

     (c)    Enforcement.  The Borrower acknowledges that in the event the
Borrower or any of its Subsidiaries fails to perform, observe or discharge any
of their respective obligations or liabilities under this Agreement or any
other Loan Document, any remedy of law may prove to be inadequate relief to the
Payment and Disbursement Agent, the Arrangers and the other Lenders; therefore,
the Borrower agrees that the Payment and Disbursement Agent, the Arrangers and
the other Lenders shall be entitled to temporary and permanent injunctive
relief in any such case without the necessity of proving actual damages.


                                  ARTICLE XII
                                  THE AGENTS

       12.1 Appointment.    Each Lender hereby designates and appoints UBS as
the Payment and Disbursement Agent, the Arrangers as the Arrangers and the Co-
Agents as the Co-Agents of such Lender under this Agreement, and each Lender
hereby irrevocably authorizes Payment and Disbursement Agent, the Arrangers and
the Co-Agents to take such actions on its behalf under the provisions of this
Agreement and the Loan Documents and to exercise such powers as are set forth
herein or therein together with such other powers as are reasonably incidental
thereto. The Payment and Disbursement Agent, the Arrangers and the Co-Agents
each agrees to act as such on the express conditions contained in this Article
XII.

       (b)    The provisions of this Article XII are solely for the benefit of
the Payment and Disbursement Agent, the Arrangers, the Co-Agents and the other
Lenders, and neither the Borrower, the General Partners nor any Subsidiary of
the Borrower shall have any rights to rely on or enforce any of the provisions
hereof (other than as expressly set forth in Section 12.7).  In performing its
respective functions and duties under this Agreement, the Payment and
Disbursement Agent, each Arranger and each Co-Agent shall act solely as agents
of the Lenders and do not assume and shall not be deemed to have assumed any
obligation or relationship of agency, trustee or fiduciary with or for any
General Partner, the Borrower or any Subsidiary of the Borrower.  The Payment
and Disbursement Agent, each Arranger and each Co-Agent may perform any of
their respective duties hereunder, or under the Loan Documents, by or through
their respective agents or employees.

     12.2   Nature of Duties.  The Payment and Disbursement Agent, the
Arrangers and the Co-Agents shall not have any duties or responsibilities
except those expressly set forth in this Agreement or in the Loan Documents.
The duties of the Payment and Disbursement Agent, the Arrangers and the Co-
Agents shall be mechanical and administrative in nature.  None of the Payment
and Disbursement Agent, any Arranger or any Co-Agent shall have by reason of
this Agreement a fiduciary relationship in respect of any Holder.  Nothing in
this Agreement or any of the Loan Documents, expressed or implied, is intended
to or shall be construed to impose upon the Payment and Disbursement Agent or
any Arranger or Co-Agent any obligations in respect of this Agreement or any of
the Loan Documents except as expressly set forth herein or therein.  The
Payment and Disbursement Agent and each Arranger and Co-Agent each hereby
agrees that its duties shall include providing copies of documents received by
such Agent from the Borrower which are reasonably requested by any Lender and
promptly notifying each Lender upon its obtaining actual knowledge of the occur
rence of any Event of Default hereunder.

     12.3  Right to Request Instructions.  The Payment and Disbursement Agent
and each Arranger and Co-Agent may at any time request instructions from the
Lenders with respect to any actions or approvals which by the terms of any of
the Loan Documents such Agent is permitted or required to take or to grant, and
such Agent shall be absolutely entitled to refrain from taking any action or to
withhold any approval and shall not be under any liability whatsoever to any
Person for refraining from any action or withholding any approval under any of
the Loan Documents until it shall have received such instructions from those
Lenders from whom such Agent is required to obtain such instructions for the
pertinent matter in accordance with the Loan Documents.  Without limiting the
generality of the foregoing, such Agent shall take any action, or refrain from
taking any action, which is permitted by the terms of the Loan Documents upon
receipt of instructions from those Lenders from whom such Agent is required to
obtain such instructions for the pertinent matter in accordance with the Loan
Documents, provided, that no Holder shall have any right of action whatsoever
against the Payment and Disbursement Agent or any Arranger or Co-Agent as a
result of such Agent acting or refraining from acting under the Loan Documents
in accordance with the instructions of the Requisite Lenders or, where required
by the express terms of this Agreement, a greater proportion of the Lenders.

     12.4  Reliance.  The Payment and Disbursement Agent and each Arranger and
Co-Agent shall each be entitled to rely upon any written notices, statements,
certificates, orders or other documents or any telephone message believed by it
in good faith to be genuine and correct and to have been signed, sent or made
by the proper Person, and with respect to all matters pertaining to this Agree
ment or any of the Loan Documents and its duties hereunder or thereunder, upon
advice of legal counsel (including counsel for the Borrower), independent
public accountants and other experts selected by it.

     12.5  Indemnification.  To the extent that the Payment and Disbursement
Agent or any Arranger or Co-Agent is not reimbursed and indemnified by the Bor
rower, the Lenders will reimburse and indemnify such Agent for and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits,  and reasonable costs, expenses or disbursements of any kind
or nature whatsoever which may be imposed on, incurred by, or asserted against
it in any way relating to or arising out of the Loan Documents or any action
taken or omitted by such Agent under the Loan Documents, in proportion to each
Lender's Pro Rata Share.  Such Agent agrees to refund to the Lenders any of the
foregoing amounts paid to it by the Lenders which amounts are subsequently
recovered by such Agent from the Borrower or any other Person on behalf of the
Borrower.  The obligations of the Lenders under this Section 12.5 shall survive
the payment in full of the Loans, the Reimbursement Obligations and all other
Obligations and the termination of this Agreement.

     12.6  Agents Individually.  With respect to their respective Pro Rata
Share of the Revolving Credit Commitments hereunder, if any, and the Loans made
by them, if any, the Payment and Disbursement Agent, the Arrangers and the Co-
Agents shall have and may exercise the same rights and powers hereunder and is
subject to the same obligations and liabilities as and to the extent set forth
herein for any other Lender.  The terms "Lenders" or "Requisite Lenders" or any
similar terms shall, unless the context clearly otherwise indicates, include
UBS, each Arranger and each other Co-Agent in its respective individual capac
ity as a Lender or as one of the Requisite Lenders.  UBS and each other
Arranger and Co-Agent and each of their respective Affiliates may accept depos
its from, lend money to, and generally engage in any kind of banking, trust or
other business with the Borrower or any of its Subsidiaries as if UBS were not
acting as the Payment and Disbursement Agent and the other Arrangers and Co-
Agents were not acting as Arrangers and Co-Agents pursuant hereto.

     12.7   Successor Agents.
           (a) Resignation and Removal.  Any Agent may resign from the perfor
mance of all its functions and duties hereunder at any time by giving at least
thirty (30) Business Days' prior written notice to the Borrower and the other
Lenders, unless applicable law requires a shorter notice period or that there
be no notice period, in which instance such applicable law shall control.  Any
Agent may be removed (i) at the direction of Lenders whose Pro Rata Shares, in
the aggregate, are greater than fifty percent (50%), in the event the Agent is
not also a Lender having a Revolving Credit Commitment of at least $20,000,000
or six percent (6%) of the Revolving Credit Commitments of all of the Lenders
or (ii) at the direction of the Requisite Lenders, in the event such Agent
fails to perform its duties hereunder in any material respect.  Such resigna
tion or removal shall take effect upon the acceptance by a successor Agent of
appointment pursuant to this Section 12.7.

           (b) Appointment by Requisite Lenders.  Upon any such resignation or
removal becoming effective, (i) if a Arranger or Co-Agent shall then be acting
with respect to this Agreement, such Arranger or Co-Agent shall become the
Payment and Disbursement Agent or (ii) if no Arranger or Co-Agent shall then be
acting with respect to this Agreement, the Lenders shall have the right to
appoint a successor Payment and Disbursement Agent selected from among the Lend
ers.

           (c) Appointment by Retiring Agent.  If a successor Payment and
Disbursement Agent shall not have been appointed within the thirty (30)
Business Day or shorter period provided in paragraph (a) of this Section 12.7,
the retiring Agent shall then appoint a successor Agent who shall serve as
Payment and Disbursement Agent until such time, if any, as the Lenders appoint
a successor Agent as provided above.

           (d) Rights of the Successor and Retiring Agents.  Upon the
acceptance of any appointment as Payment and Disbursement Agent hereunder by a
successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and obliga
tions under this Agreement.  After any retiring Agent's resignation hereunder
as Agent, the provisions of this Article XII shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was the Agent under
this Agreement.

     12.8   Relations Among the Lenders.  Each Lender  agrees that it will not
take any legal action, nor institute any actions or proceedings, against the
Borrower or any other obligor hereunder with respect to any of the Obligations,
without the prior written consent of the Lenders.  Without limiting the gener
ality of the foregoing, no Lender may accelerate or otherwise enforce its
portion of the Obligations, or unilaterally terminate its Revolving Credit Com
mitment except in accordance with Section 11.2(a).


                                 ARTICLE XIII
                               YIELD PROTECTION

        13.1  Taxes.

          (a)  Payment of Taxes.  Any and all payments by the Borrower
hereunder or under any Note or other document evidencing any Obligations shall
be made, in accordance with Section 4.2, free and clear of and without
reduction for any and all present or future taxes, levies, imposts, deductions,
charges, withholdings, and all stamp or documentary taxes, excise taxes, ad
valorem taxes and other taxes imposed on the value of the Property, charges or
levies which arise from the execution, delivery or registration, or from
payment or performance under, or otherwise with respect to, any of the Loan
Documents or the Revolving Credit Commitments and all other liabilities with
respect thereto excluding, in the case of each Lender, taxes imposed on or mea
sured by net income or overall gross receipts and capital and franchise taxes
imposed on it by (i) the United States, (ii) the Governmental Authority of the
jurisdiction in which such Lender's Applicable Lending Office is located or any
political subdivision thereof or (iii) the Governmental Authority in which such
Person is organized, managed and controlled or any political subdivision
thereof (all such non-excluded taxes, levies, imposts, deductions, charges and
withholdings being hereinafter referred to as "Taxes").  If the Borrower shall
be required by law to withhold or deduct any Taxes from or in respect of any
sum payable hereunder or under any such Note or document to any Lender, (x) the
sum payable to such Lender shall be increased as may be necessary so that after
making all required withholding or deductions (including withholding or deduc
tions applicable to additional sums payable under this Section 13.1) such Lend
er receives an amount equal to the sum it would have received had no such
withholding or deductions been made, (y) the Borrower shall make such withhold
ing or deductions, and (z) the Borrower shall pay the full amount withheld or
deducted to the relevant taxation authority or other authority in accordance
with applicable law.

            (b)   Indemnification.  The Borrower will indemnify each Lender
against, and reimburse each on demand for, the full amount of all Taxes (includ
ing, without limitation, any Taxes imposed by any Governmental Authority on
amounts payable under this Section 13.1 and any additional income or franchise
taxes resulting therefrom) incurred or paid by such Lender or any of their re
spective Affiliates and any liability (including penalties, interest, and out-
of-pocket expenses paid to third parties) arising therefrom or with respect
thereto, whether or not such Taxes were lawfully payable.  A certificate as to
any additional amount payable to any Person under this Section 13.1 submitted
by it to the Borrower shall, absent manifest error, be final, conclusive and
binding upon all parties hereto.  Each Lender agrees, within a reasonable time
after receiving a written request from the Borrower, to provide the Borrower
and the Payment and Disbursement Agent with such certificates as are reasonably
required, and take such other actions as are reasonably necessary to claim such
exemptions as such Lender may be entitled to claim in respect of all or a
portion of any Taxes which are otherwise required to be paid or deducted or
withheld pursuant to this Section 13.1 in respect of any payments under this
Agreement or under the Notes.

         (c)  Receipts.  Within thirty (30) days after the date of any payment
of Taxes by the Borrower, it will furnish to the Payment and Disbursement
Agent, at its address referred to in Section 15.8, the original or a certified
copy of a receipt evidencing payment thereof.

           (d)   Foreign Bank Certifications.    Each Lender that is not
     created or organized under the laws of the United States or a political
     subdivision thereof shall deliver to the Borrower and the Payment and
     Disbursement Agent on the Closing Date or the date on which such Lender
     becomes a Lender pursuant to Section 15.1 hereof a true and accurate
     certificate executed in duplicate by a duly authorized officer of such
     Lender to the effect that such Lender is eligible to receive payments here
     under and under the Notes without deduction or withholding of United
     States federal income tax (I) under the provisions of an applicable tax
     treaty concluded by the United States (in which case the certificate shall
     be accompanied by two duly completed copies of IRS Form 1001 (or any
     successor or substitute form or forms)) or (II) under Sections 1442(c)(1)
     and 1442(a) of the Internal Revenue Code (in which case the certificate
     shall be accompanied by two duly completed copies of IRS Form 4224 (or any
     successor or substitute form or forms)).

            (ii) Each Lender further agrees to deliver to the Borrower and the
     Payment and Disbursement Agent from time to time, a true and accurate
     certificate executed in duplicate by a duly authorized officer of such
     Lender before or promptly upon the occurrence of any event requiring a
     change in the most recent certificate previously delivered by it to the
     Borrower and the Payment and Disbursement Agent pursuant to this
     Section 13.1(d).  Each certificate required to be delivered pursuant to
     this Section 13.1(d)(ii) shall certify as to one of the following:

           (A) that such Lender can continue to receive payments hereunder
     and under the Notes without deduction or withholding of United States
     federal income tax;

           (B) that such Lender cannot continue to receive payments here
     under and under the Notes without deduction or withholding of United
     States federal income tax as specified therein but does not require
     additional payments pursuant to Section 13.1(a) because it is enti
     tled to recover the full amount of any such deduction or withholding
     from a source other than the Borrower; or

           (c) that such Lender is no longer capable of receiving payments
     hereunder and under the Notes without deduction or withholding of
     United States federal income tax as specified therein and that it is
     not capable of recovering the full amount of the same from a source
     other than the Borrower.

Each Lender agrees to deliver to the Borrower and the Payment and Disbursement
Agent further duly completed copies of the above-mentioned IRS forms on or
before the earlier of (x) the date that any such form expires or becomes
obsolete or otherwise is required to be resubmitted as a condition to obtaining
an exemption from withholding from United States federal income tax and (y)
fifteen (15) days after the occurrence of any event requiring a change in the
most recent form previously delivered by such Lender to the Borrower and
Payment and Disbursement Agent, unless any change in treaty, law, regulation,
or official interpretation thereof which would render such form inapplicable or
which would prevent the Lender from duly completing and delivering such form
has occurred prior to the date on which any such delivery would otherwise be
required and the Lender promptly advises the Borrower that it is not capable of
receiving payments hereunder and under the Notes without any deduction or
withholding of United States federal income tax.

     13.2  Increased Capital.  If after the date hereof any Lender determines
that (i) the adoption or implementation of or any change in or in the inter
pretation or administration of any law or regulation or any guideline or
request from any central bank or other Governmental Authority or quasi-
governmental authority exercising jurisdiction, power or control over any
Lender or banks or financial institutions generally (whether or not having the
force of law), compliance with which affects or would affect the amount of
capital required or expected to be maintained by such Lender or any corporation
controlling such Lender and (ii) the amount of such capital is increased by or
based upon (A) the making or maintenance by any Lender of its Loans, any
Lender's participation in or obligation to participate in the Loans, Letters of
Credit or other advances made hereunder or the existence of any Lender's obliga
tion to make Loans or (B) the issuance or maintenance by any Lender of, or the
existence of any Lender's obligation to issue, Letters of Credit, then, in any
such case, upon written demand by such Lender (with a copy of such demand to
the Payment and Disbursement Agent), the Borrower shall immediately pay to the
Payment and Disbursement Agent for the account of such Lender, from time to
time as specified by such Lender, additional amounts sufficient to compensate
such Lender or such corporation therefor.  Such demand shall be accompanied by
a statement as to the amount of such compensation and include a brief summary
of the basis for such demand.  Such statement shall be conclusive and binding
for all purposes, absent manifest error.

      13.3  Changes; Legal Restrictions.  If after the date hereof any Lender
determines that the adoption or implementation of or any change in or in the
interpretation or administration of any law or regulation or any guideline or
request from any central bank or other Governmental Authority or quasi-
governmental authority exercising jurisdiction, power or control over any Lend
er, or over banks or financial institutions generally (whether or not having
the force of law), compliance with which:

        (a)    does or will subject a Lender (or its Applicable Lending
     Office or Eurodollar Affiliate) to charges (other than taxes) of any
     kind which such Lender reasonably determines to be applicable to the
     Revolving Credit Commitments of the Lenders to make Eurodollar Rate
     Loans or IBOR Rate Loans or issue and/or participate in Letters of
     Credit or change the basis of taxation of payments to that Lender of
     principal, fees, interest, or any other amount payable hereunder with
     respect to Eurodollar Rate Loans, IBOR Rate Loans, Letters of Credit
     or Money Market Loans; or

        (b)    does or will impose, modify, or hold applicable, in the
     determination of a Lender, any reserve (other than reserves taken
     into account in calculating the Eurodollar Rate), special deposit,
     compulsory loan, FDIC insurance or similar requirement against assets
     held by, or deposits or other liabilities (including those pertaining
     to Letters of Credit) in or for the account of, advances or loans by,
     commitments made, or other credit extended by, or any other acquisi
     tion of funds by, a Lender or any Applicable Lending Office or Euro
     dollar Affiliate of that Lender;

and the result of any of the foregoing is to increase the cost to that Lender
of making, renewing or maintaining the Loans or its Revolving Credit Commitment
or issuing or participating in the Letters of Credit or to reduce any amount
receivable thereunder; then, in any such case, upon written demand by such
Lender (with a copy of such demand to the Payment and Disbursement Agent), the
Borrower shall immediately pay to the Payment and Disbursement Agent for the
account of such Lender, from time to time as specified by such Lender, such
amount or amounts as may be necessary to compensate such Lender or its Euro
dollar Affiliate for any such additional cost incurred or reduced amount
received.  Such demand shall be accompanied by a statement as to the amount of
such compensation and include a brief summary of the basis for such demand.
Such statement shall be conclusive and binding for all purposes, absent
manifest error.

     13.4  Replacement of Certain Lenders.  In the event a Lender (a "Designee
Lender") shall have requested additional compensation from the Borrower under
Section 13.2 or under Section 13.3, the Borrower may, at its sole election, (a)
make written demand on such Designee Lender (with a copy to the Payment and
Disbursement Agent) for the Designee Lender to assign, and such Designee Lender
shall assign pursuant to one or more duly executed Assignment and Acceptances
to one or more Eligible Assignees which the Borrower or the Payment and
Disbursement Agent shall have identified for such purpose, all of such Designee
Lender's right and obligations under this Agreement and the Notes (including,
without limitation, its Revolving Credit Commitment, all Loans owing to it, and
all of its participation interests in Letters of Credit) in accordance with Sec
tion 15.1 or (b) repay all Loans owing to the Designee Lender together with
interest accrued with respect thereto to the date of such repayment and all
fees and other charges accrued or payable under the terms of this Agreement for
the benefit of the Designee Lender to the date of such repayment and remit to
the Payment and Disbursement Agent to be held as cash collateral an amount
equal to the participation interest of the Designee Lender in Letters of
Credit. Any such repayment and remittance shall be for the sole credit of the
Designee  Lender and not for any other Lender. Upon delivery of such repayment
and remittance in immediately available funds as aforesaid, the Designee Lender
shall cease to be a Lender under this Agreement. All expenses incurred by the
Payment and Disbursement Agent in connection with the foregoing shall be for
the sole account of the Borrower and shall constitute Obligations hereunder. In
no event shall Borrower's election under the provisions of this Section 13.4
affect its obligation to pay the additional compensation required under either
Section 13.2 or Section 13.3.


                                  ARTICLE XIV
                      THE SDG REORGANIZATION TRANSACTIONS

     14.1   The SDG Reorganization Transactions.  The Company has informed the
Lenders that it has merged (the "Merger") a newly-formed Subsidiary with and
into SD Property Group, Inc. (formerly DeBartolo Realty Corporation) ("SD"), in
order, over time, to effect a consolidation of the operations of the Company
and SD and their respective subsidiaries.  It is anticipated that, pursuant to
the other SDG Reorganization Transactions, future business of the combined
companies will be conducted by SDGLP, however, for some period of time fol
lowing the consummation of the Merger, business shall be conducted both by
SPGLP and by SDGLP.  The Borrower and the Company have requested that the
Lenders consent to the Merger and to the other SDG Reorganization Transactions,
and the Lenders have agreed to consent thereto.

    14.2   Release of Simon Property Group, L.P.  In the event that, after the
Closing Date, the Company elects to conduct all of its business through SDGLP,
and SPGLP conducts no business and has no remaining assets or Subsidiaries,
then:

            (a) the Borrower shall deliver to the Payment and Disbursement Agent
Officer's Certificates of the Borrower and the General Partners, signed by the
Borrower's and the General Partners' respective chief executive officers, finan
cial officers, treasurers or other qualified officer acceptable to the Payment
and Disbursement Agent, representing and certifying (1) that the officer
signatory thereto has reviewed the terms of the Loan Documents, and has made,
or caused to be made under his/her supervision, a review in reasonable detail
of the transactions and consolidated and consolidating financial condition of
the General Partners, the Borrower and its Subsidiaries, during the period cov
ered by such reports, that such review has not disclosed the existence during
or at the end of such period, and that such officer does not have knowledge of
the existence as at the date of such Officer's Certificate, of any condition or
event which constitutes an Event of Default or Potential Event of Default or
mandatory prepayment event, or, if any such condition or event existed or ex
ists, and specifying the nature and period of existence thereof and what action
the General Partners and/or the Borrower or any of its Subsidiaries has taken,
is taking and proposes to take with respect thereto; (2) calculations, in the
form of Exhibit G attached hereto, evidencing compliance with each of the finan
cial covenants set forth in Article X hereof for SDGLP, exclusive of SPGLP, and
(3) that the Company is conducting all of its business and operations through
SDGLP and its Subsidiaries and that SPGLP conducts no business or operations
and has no remaining assets or Subsidiaries; and

         (b)   upon the Payment and Disbursement Agent's receipt and approval
of such Officer's Certificates, SPGLP shall be released from its obligations
hereunder and the Payment and Disbursement Agent shall execute and deliver on
behalf of the Lenders, at the sole cost and expense of the Borrower, such
instruments as are necessary to evidence such release of SPGLP.


                                  ARTICLE XV
                                 MISCELLANEOUS

       15.1   Assignments and Participations.

            (a) Assignments.  No assignments or participations of any Lender's
rights or obligations under this Agreement shall be made except in accordance
with this Section 15.1.  Each Lender may assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement
(including all of its rights and obligations with respect to the Loans and the
Letters of Credit) in accordance with the provisions of this Section 15.1.

            (b) Limitations on Assignments.  For so long as no Event of Default
has occurred and is continuing, each assignment shall be subject to the follow
ing conditions:  (i) each assignment shall be of a constant, and not a varying,
ratable percentage of all of the assigning Lender's rights and obligations
under this Agreement and, in the case of a partial assignment, shall be in a
minimum principal amount of $15,000,000, (ii) each such assignment shall be to
an Eligible Assignee, (iii) the parties to each such assignment shall execute
and deliver to the Payment and Disbursement Agent, for its acceptance and
recording in the Register, an Assignment and Acceptance, (iv) each Arranger
shall maintain a minimum Revolving Credit Commitment in an amount greater than
the Revolving Credit Commitment of any other Lender (other than the other
Arrangers) or an amount sufficient to maintain such Arranger's Pro Rata Share
as of the Closing Date, whichever is less, and (v) each Co-Agent shall maintain
a minimum Revolving Credit Commitment in an amount greater than the Revolving
Credit Commitment of any other Lender (other than the other Co-Agents and the
Arrangers) or an amount sufficient to maintain such Co-Agent's Pro Rata Share
as of the Closing Date, whichever is less.  Upon the occurrence and continuance
of an Event of Default, none of the foregoing restrictions on assignments shall
apply.  Upon such execution, delivery, acceptance and recording in the Regis
ter, from and after the effective date specified in each Assignment and Accep
tance and agreed to by the Payment and Disbursement Agent, (A) the assignee
thereunder shall, in addition to any rights and obligations hereunder held by
it immediately prior to such effective date, if any, have the rights and obliga
tions hereunder that have been assigned to it pursuant to such Assignment and
Acceptance and shall, to the fullest extent permitted by law, have the same
rights and benefits hereunder as if it were an original Lender hereunder, (B)
the assigning Lender shall, to the extent that rights and obligations hereunder
have been assigned by it pursuant to such Assignment and Acceptance, relinquish
its rights and be released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all or the remaining portion
of such assigning Lender's rights and obligations under this Agreement, the
assigning Lender shall cease to be a party hereto) and (C) the Borrower shall
execute and deliver to the assignee thereunder a Note evidencing its
obligations to such assignee with respect to the Loans.

           (c) The Register.  The Payment and Disbursement Agent shall maintain
at its address referred to in Section 15.8 a copy of each Assignment and
Acceptance delivered to and accepted by it and a register (the "Register") for
the recordation of the names and addresses of the Lenders, the Revolving Credit
Commitment of, and the principal amount of the Loans under the Revolving Credit
Commitments owing to, each Lender from time to time and whether such Lender is
an original Lender or the assignee of another Lender pursuant to an Assignment
and Acceptance.  The entries in the Register shall be conclusive and binding
for all purposes, absent manifest error, and the Borrower and each of its Sub
sidiaries, the Payment and Disbursement Agent and the other Lenders may treat
each Person whose name is recorded in the Register as a Lender hereunder for
all purposes of this Agreement.  The Register shall be available for inspection
by the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

           (d) Fee.  Upon its receipt of an Assignment and Acceptance executed
by the assigning Lender and an Eligible Assignee and a processing and
recordation fee of $2,500 (payable by the assignee to the Payment and
Disbursement Agent), the Payment and Disbursement Agent shall, if such
Assignment and Acceptance has been completed and is in compliance with this
Agreement and in substantially the form of Exhibit A hereto, (i) accept such
Assignment and Acceptance, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Borrower and the other
Lenders.

           (e)  Participations.  Each Lender may sell participations to one or
more other financial institutions in or to all or a portion of its rights and
obligations under and in respect of any and all facilities under this Agreement
(including, without limitation, all or a portion of any or all of its Revolving
Credit Commitment hereunder and the Committed Loans owing to it and its
undivided interest in the Letters of Credit); provided, however, that (i) such
Lender's obligations under this Agreement (including, without limitation, its
Revolving Credit Commitment hereunder) shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance
of such obligations, (iii) the Borrower, the Payment and Disbursement Agent and
the other Lenders shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under this Agreement,
(iv) each participation shall be in a minimum amount of $10,000,000, and (v)
such participant's rights to agree or to restrict such Lender's ability to
agree to the modification, waiver or release of any of the terms of the Loan
Documents, to consent to any action or failure to act by any party to any of
the Loan Documents or any of their respective Affiliates, or to exercise or re
frain from exercising any powers or rights which any Lender may have under or
in respect of the Loan Documents, shall be limited to the right to consent to
(A) increase in the Revolving Credit Commitment of the Lender from whom such
participant purchased a participation, (B) reduction of the principal of, or
rate or amount of interest on the Loans subject to such participation (other
than by the payment or prepayment thereof), (C) postponement of any date fixed
for any payment of principal of, or interest on, the Loan(s) subject to such
participation and (D) release of any guarantor of the Obligations.
Participations by a Person in a Money Market Loan of any Lender shall not be
deemed "participations" for purposes of this Section 15.1(e) and shall not be
subject to the restrictions on "participations" contained herein.

       (f)  Any Lender (each, a "Designating Lender") may at any time designate
one Designated Bank to fund Money Market Loans on behalf of such Designating
Lender subject to the terms of this Section 15.1(f) and the provisions in Sec
tion 15.1 (b) and (e) shall not apply to such designation.  No Lender may desig
nate more than one (1) Designated Bank.  The parties to each such designation
shall execute and deliver to the Payment and Disbursement Agent for its accep
tance a Designation Agreement.  Upon such receipt of an appropriately completed
Designation Agreement executed by a Designating Lender and a designee
representing that it is a Designated Bank, the Payment and Disbursement Agent
will accept such Designation Agreement and will give prompt notice thereof to
the Borrower, whereupon, (i) the Borrower shall execute and deliver to the
Designating Bank a Designated Bank Note payable to the order of the Designated
Bank, (ii) from and after the effective date specified in the Designation Agree
ment, the Designated Bank shall become a party to this Agreement with a right
to make Money Market Loans on behalf of its Designating Lender pursuant to Sec
tion 2.2 after the Borrower has accepted a Money Market Loan (or portion there
of) of the Designating Lender, and (iii) the Designated Bank shall not be re
quired to make payments with respect to any obligations in this Agreement
except to the extent of excess cash flow of such Designated Bank which is not
otherwise required to repay obligations of such Designated Bank which are then
due and payable; provided, however, that regardless of such designation and
assumption by the Designated Bank, the Designating Lender shall be and remain
obligated to the Borrower, the Arrangers, the Co-Agents and the other Lenders
for each and every of the obligations of the Designating Lender and its related
Designated Bank with respect to this Agreement, including, without limitation,
any indemnification obligations under Section 12.5 hereof and any sums other
wise payable to the Borrower by the Designated Bank.  Each Designating Lender
shall serve as the administrative agent of the Designated Bank and shall on
behalf of, and to the exclusion of, the Designated Bank: (i) receive any and
all payments made for the benefit of the Designated Bank and (ii) give and re
ceive all communications and notices and take all actions hereunder, including,
without limitation, votes, approvals, waivers, consents and amendments under or
relating to this Agreement and the other Loan Documents.  Any such notice,
communication, vote, approval, waiver, consent or amendment shall be signed by
the Designating Lender as administrative agent for the Designated Bank and
shall not be signed by the Designated Bank on its own behalf but shall be bind
ing on the Designated Bank to the same extent as if actually signed by the
Designated Bank.  The Borrower, the Payment and Disbursement Agent, the other
Arrangers, Co-Agents and Lenders may rely thereon without any requirement that
the Designated Bank sign or acknowledge the same.  No Designated Bank may
assign or transfer all or any portion of its interest hereunder or under any
other Loan Document, other than assignments to the Designating Lender which
originally designated such Designated Bank or otherwise in accordance with the
provisions of Section 15.1 (b) and (e).

          (g)  Information Regarding the Borrower.  Any Lender may, in
connection with any assignment or participation or proposed assignment or
participation pursuant to this Section 15.1, disclose to the assignee or par
ticipant or proposed assignee or participant, any information relating to the
Borrower or its Subsidiaries furnished to such Lender by the Payment and
Disbursement Agent or by or on behalf of the Borrower; provided that, prior to
any such disclosure, such assignee or participant, or proposed assignee or
participant, shall agree, in writing, to preserve in accordance with Section
15.20 the confidentiality of any confidential information described therein.

         (h)  Payment to Participants.  Anything in this Agreement to the
contrary notwithstanding, in the case of any participation, all amounts payable
by the Borrower under the Loan Documents shall be calculated and made in the
manner and to the parties required hereby as if no such participation had been
sold.

         (i)   Lenders' Creation of Security Interests.  Notwithstanding any
other provision set forth in this Agreement, any Lender may at any time create
a security interest in all or any portion of its rights under this Agreement
(including, without limitation, Obligations owing to it and any Note held by
it) in favor of any Federal Reserve bank in accordance with Regulation A of the
Federal Reserve Board.

    15.2        Expenses.
          (a)  Generally.  The Borrower agrees upon demand to pay, or reimburse
the Payment and Disbursement Agent and each Arranger for all of their respec
tive reasonable external audit and investigation expenses and for the fees,
expenses and disbursements of Skadden, Arps, Slate, Meagher & Flom (but not of
other legal counsel) and for all other out-of-pocket costs and expenses of
every type and nature incurred by the Payment and Disbursement Agent or each
Arranger in connection with (i) the audit and investigation of the Consolidated
Businesses, the Projects and other Properties of the Consolidated Businesses in
connection with the preparation, negotiation, and execution of the Loan Docu
ments; (ii) the preparation, negotiation, execution and interpretation of this
Agreement (including, without limitation, the satisfaction or attempted satis
faction of any of the conditions set forth in Article VI), the Loan Documents,
and the making of the Loans hereunder; (iii) the ongoing administration of this
Agreement and the Loans, including consultation with attorneys in connection
therewith and with respect to the Payment and Disbursement Agent's rights and
responsibilities under this Agreement and the other Loan Documents; (iv) the
protection, collection or enforcement of any of the Obligations or the
enforcement of any of the Loan Documents; (v) the commencement, defense or
intervention in any court proceeding relating in any way to the Obligations,
any Project, the Borrower, any of its Subsidiaries, this Agreement or any of
the other Loan Documents; (vi) the response to, and preparation for, any sub
poena or request for document production with which the Payment and Disburse
ment Agent or any other Agents or any other Lender is served or deposition or
other proceeding in which any Lender is called to testify, in each case, relat
ing in any way to the Obligations, a Project, the Borrower, any of the
Consolidated Businesses, this Agreement or any of the other Loan Documents; and
(vii) any amendments, consents, waivers, assignments, restatements, or supple
ments to any of the Loan Documents and the preparation, negotiation, and
execution of the same.

          (b)  After Default.  The Borrower further agrees to pay or reimburse
the Payment and Disbursement Agent, the Arrangers, the Co-Agents and each of
the Lenders upon demand for all out-of-pocket costs and expenses, including,
without limitation, reasonable attorneys' fees (including allocated costs of
internal counsel and costs of settlement) incurred by the such entity after the
occurrence of an Event of Default (i) in enforcing any Loan Document or
Obligation or any security therefor or exercising or enforcing any other right
or remedy available by reason of such Event of Default; (ii) in connection with
any refinancing or restructuring of the credit arrangements provided under this
Agreement in the nature of a "work-out" or in any insolvency or bankruptcy
proceeding; (iii) in commencing, defending or intervening in any litigation or
in filing a petition, complaint, answer, motion or other pleadings in any legal
proceeding relating to the Obligations, a Project, any of the Consolidated
Businesses and related to or arising out of the transactions contemplated
hereby or by any of the other Loan Documents; and (iv) in taking any other
action in or with respect to any suit or proceeding (bankruptcy or otherwise)
described in clauses (i) through (iii) above.

      15.3  Indemnity.  The Borrower further agrees (a) to defend, protect,
indemnify, and hold harmless the Payment and Disbursement Agent, the Arrangers,
the Co-Agents and each and all of the other Lenders and each of their respec
tive officers, directors, employees, attorneys and agents (including, without
limitation, those retained in connection with the satisfaction or attempted
satisfaction of any of the conditions set forth in Article VI) (collectively,
the "Indemnitees") from and against any and all liabilities, obligations,
losses (other than loss of profits), damages, penalties, actions, judgments,
suits, claims, costs, reasonable expenses and disbursements of any kind or
nature whatsoever (excluding any taxes and including, without limitation, the
reasonable fees and disbursements of counsel for such Indemnitees in connection
with any investigative, administrative or judicial proceeding, whether or not
such Indemnitees shall be designated a party thereto), imposed on, incurred by,
or asserted against such Indemnitees in any manner relating to or arising out
of (i) this Agreement or the other Loan Documents, or any act, event or
transaction related or attendant thereto, the making of the Loans and the issu
ance of and participation in Letters of Credit hereunder, the management of
such Loans or Letters of Credit, the use or intended use of the proceeds of the
Loans or Letters of Credit hereunder, or any of the other transactions contem
plated by the Loan Documents, or (ii) any Liabilities and Costs relating to
violation of any Environmental, Health or Safety Requirements of Law, the past,
present or future operations of the Borrower, any of its Subsidiaries or any of
their respective predecessors in interest, or, the past, present or future envi
ronmental, health or safety condition of any respective Property of the
Borrower or any of its Subsidiaries, the presence of asbestos-containing materi
als at any respective Property of the Borrower or any of its Subsidiaries, or
the Release or threatened Release of any Contaminant into the environment
(collectively, the "Indemnified Matters"); provided, however, the Borrower
shall have no obligation to an Indemnitee hereunder with respect to Indemnified
Matters caused by or resulting from the willful misconduct or gross negligence
of such Indemnitee, as determined by a court of competent jurisdiction in a 
non-appealable final judgment; and (b) not to assert any claim against any of 
the Indemnitees, on any theory of liability, for consequential or punitive 
damages arising out of, or in any way in connection with, the Revolving Credit
Commitments, the Revolving Credit Obligations, or the other matters governed by
this Agreement and the other Loan Documents.  To the extent that the undertak
ing to indemnify, pay and hold harmless set forth in the preceding sentence may
be unenforceable because it is violative of any law or public policy, the
Borrower shall contribute the maximum portion which it is permitted to pay and
satisfy under applicable law, to the payment and satisfaction of all
Indemnified Matters incurred by the Indemnitees.

      15.4  Change in Accounting Principles.  If any change in the accounting
principles used in the preparation of the most recent financial statements
referred to in Sections 8.1 or 8.2 are hereafter required or permitted by the
rules, regulations, pronouncements and opinions of the Financial Accounting
Standards Board or the American Institute of Certified Public Accountants (or
successors thereto or agencies with similar functions) and are adopted by any
General Partner or the Borrower, as applicable, with the agreement of its inde
pendent certified public accountants and such changes result in a change in the
method of calculation of any of the covenants, standards or terms found in
Article X, the parties hereto agree to enter into negotiations in order to
amend such provisions so as to equitably reflect such changes with the desired
result that the criteria for evaluating compliance with such covenants,
standards and terms by the Borrower shall be the same after such changes as if
such changes had not been made; provided, however, no change in GAAP that would
affect the method of calculation of any of the covenants, standards or terms
shall be given effect in such calculations until such provisions are amended,
in a manner satisfactory to the Payment and Disbursement Agent and the
Borrower, to so reflect such change in accounting principles.
      15.5  Setoff.  In addition to any Liens granted under the Loan Documents
and any rights now or hereafter granted under applicable law, upon the occur
rence and during the continuance of any Event of Default, each Lender and any
Affiliate of any Lender is hereby authorized by the Borrower at any time or
from time to time, without notice to any Person (any such notice being hereby
expressly waived) to set off and to appropriate and to apply any and all
deposits (general or special, including, but not limited to, indebtedness
evidenced by certificates of deposit, whether matured or unmatured (but not
including trust accounts)) and any other Indebtedness at any time held or owing
by such Lender or any of its Affiliates to or for the credit or the account of
the Borrower against and on account of the Obligations of the Borrower to such
Lender or any of its Affiliates, including, but not limited to, all Loans and
Letters of Credit and all claims of any nature or description arising out of or
in connection with this Agreement, irrespective of whether or not (i) such
Lender shall have made any demand hereunder or (ii) the Payment and
Disbursement Agent, at the request or with the consent of the Requisite
Lenders, shall have declared the principal of and interest on the Loans and
other amounts due hereunder to be due and payable as permitted by Article XI
and even though such Obligations may be contingent or unmatured.  Each Lender
agrees that it shall not, without the express consent of the Requisite Lenders,
and that it shall, to the extent it is lawfully entitled to do so, upon the
request of the Requisite Lenders, exercise its setoff rights hereunder against
any accounts of the Borrower now or hereafter maintained with such Lender or
any Affiliate.

      15.6  Ratable Sharing.  The Lenders agree among themselves that (i) with
respect to all amounts received by them which are applicable to the payment of
the Obligations (excluding the repayment of Money Market Loans to a particular
Money Market Lender and the fees described in Sections 3.1(g), 5.2(f), and 5.3
and Article XIII) equitable adjustment will be made so that, in effect, all
such amounts will be shared among them ratably in accordance with their Pro
Rata Shares, whether received by voluntary payment, by the exercise of the
right of setoff or banker's lien, by counterclaim or cross-action or by the
enforcement of any or all of the Obligations (excluding the repayment of Money
Market Loans to a particular Money Market Lender and the fees described in
Sections 3.1(g), 5.2(f), and 5.3 and Article XIII), (ii) if any of them shall
by voluntary payment or by the exercise of any right of counterclaim, setoff,
banker's lien or otherwise, receive payment of a proportion of the aggregate
amount of the Obligations held by it, which is greater than the amount which
such Lender is entitled to receive hereunder, the Lender receiving such excess
payment shall purchase, without recourse or warranty, an undivided interest and
participation (which it shall be deemed to have done simultaneously upon the
receipt of such payment) in such Obligations owed to the others so that all
such recoveries with respect to such Obligations shall be applied ratably in
accordance with their Pro Rata Shares; provided, however, that if all or part
of such excess payment received by the purchasing party is thereafter recovered
from it, those purchases shall be rescinded and the purchase prices paid for
such participations shall be returned to such party to the extent necessary to
adjust for such recovery, but without interest except to the extent the
purchasing party is required to pay interest in connection with such recovery.
The Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 15.6 may, to the fullest extent permitted by
law, exercise all its rights of payment (including, subject to Section 15.5,
the right of setoff) with respect to such participation as fully as if such
Lender were the direct creditor of the Borrower in the amount of such participa
tion.

      15.7      Amendments and Waivers.

          (a)  General Provisions.  Unless otherwise provided for or required
in this Agreement, no amendment or modification of any provision of this
Agreement or any of the other Loan Documents shall be effective without the
written agreement of the Requisite Lenders (which the Requisite Lenders shall
have the right to grant or withhold in their sole discretion) and the Borrower;
provided, however, that the Borrower's agreement shall not be required for any
amendment or modification of Sections 12.1 through 12.8. No termination or
waiver of any provision of this Agreement or any of the other Loan Documents,
or consent to any departure by the Borrower therefrom, shall be effective
without the written concurrence of the Requisite Lenders, which the Requisite
Lenders shall have the right to grant or withhold in their sole discretion.
All amendments, waivers and consents not specifically reserved to the Payment
and Disbursement Agent, the Arrangers, the other Co-Agents or the other Lenders
in Section 15.7(b), 15.7(c), and in other provisions of this Agreement shall
require only the approval of the Requisite Lenders. Any waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which it was given. No notice to or demand on the Borrower in any case shall
entitle the Borrower to any other or further notice or demand in similar or
other circumstances. Notwithstanding the foregoing, no amendment, waiver or
consent shall, unless in writing and signed by the Designating Lender on behalf
of its Designated Bank affected thereby, (a) subject such Designated Bank to
any additional obligations, (b) reduce the principal of, interest on, or other
amounts due with respect to, the Designated Bank Note made payable to such
Designated Bank, or (c) postpone any date fixed for any payment of principal
of, or interest on, or other amounts due with respect to the Designated Bank
Note made payable to the Designated Bank.

          (b)  Amendments, Consents and Waivers by Affected Lenders. Any
amendment, modification, termination, waiver or consent with respect to any of
the following provisions of this Agreement shall be effective only by a written
agreement, signed by each Lender affected thereby as described below:

   (i)waiver of any of the conditions specified in Sections 6.1 and 6.2 
     (except with respect to a condition based upon another provision of this
     Agreement, the waiver of which requires only the concurrence of the
     Requisite Lenders),

   (ii)increase in the amount of such Lender's Revolving Credit Commitment,

   (iii)reduction of the principal of, rate or amount of interest on the Loans,
     the Reimbursement Obligations, or any fees or other amounts payable to
     such Lender (other than by the payment or prepayment thereof), and

   (iv)postponement or extension of any date (other than the Revolving Credit
     Termination Date postponement or extension of which is governed by Section
     15.7(c)(i)) fixed for any payment of principal of, or interest on, the
     Loans, the Reimbursement Obligations or any fees or other amounts payable
     to such Lender (except with respect to any modifications of the
     application provisions relating to prepayments of Loans and other Obliga
     tions which are governed by Section 4.2(b)).
           (c) Amendments, Consents and Waivers by All Lenders.  Any amendment,
modification, termination, waiver or consent with respect to any of the
following provisions of this Agreement shall be effective only by a written
agreement, signed by each Lender:

   (i) postponement of the Revolving Credit Termination Date, or increase in
     the Maximum Revolving Credit Amount to any amount in excess of
     $1,250,000,000,

   (ii) change in the definition of Requisite Lenders or in the aggregate Pro
     Rata Share of the Lenders which shall be required for the Lenders or any
     of them to take action hereunder or under the other Loan Documents,

   (iii) amendment of Section 15.6 or this Section 15.7,

  (iv)  assignment of any right or interest in or under this Agreement or any of
     the other Loan Documents by the Borrower, and

  (v)   waiver of any Event of Default described in Sections 11.1(a), (f), (g),
     (i), (n), and (o).

            (d)8 Payment and Disbursement Agent Authority.  The Payment and
Disbursement Agent may, but shall have no obligation to, with the written
concurrence of any Lender, execute amendments, modifications, waivers or
consents on behalf of that Lender.  Notwithstanding anything to the contrary
contained in this Section 15.7, no amendment, modification, waiver or consent
shall affect the rights or duties of the Payment and Disbursement Agent under
this Agreement and the other Loan Documents, unless made in writing and signed
by the Payment and Disbursement Agent in addition to the Lenders required above
to take such action. Notwithstanding anything herein to the contrary, in the
event that the Borrower shall have requested, in writing, that any Lender agree
to an amendment, modification, waiver or consent with respect to any particular
provision or provisions of this Agreement or the other Loan Documents, and such
Lender shall have failed to state, in writing, that it either agrees or
disagrees (in full or in part) with all such requests (in the case of its
statement of agreement, subject to satisfactory documentation and such other
conditions it may specify) within thirty (30) days after such request, then
such Lender hereby irrevocably authorizes the Payment and Disbursement Agent to
agree or disagree, in full or in part, and in the Payment and Disbursement
Agent's sole discretion, to such requests on behalf of such Lender as such
Lenders' attorney-in-fact and to execute and deliver any writing approved by
the Payment and Disbursement Agent which evidences such agreement as such
Lender's duly authorized agent for such purposes.

       15.8 Notices.  Unless otherwise specifically provided herein, any notice
or other communication herein required or permitted to be given shall be in
writing and may be personally served, sent by facsimile transmission or by
courier service or United States certified mail and shall be deemed to have
been given when delivered in person or by courier service, upon receipt of a
facsimile transmission, or four (4) Business Days after deposit in the United
States mail with postage prepaid and properly addressed.  Notices to the
Payment and Disbursement Agent pursuant to Articles II, IV or XII shall not be
effective until received by the Payment and Disbursement Agent.  For the
purposes hereof, the addresses of the parties hereto (until notice of a change
thereof is delivered as provided in this Section 15.8) shall be as set forth
below each party's name on the signature pages hereof or the signature page of
any applicable Assignment and Acceptance, or, as to each party, at such other
address as may be designated by such party in a written notice to all of the
other parties to this Agreement.

       15.9 Survival of Warranties and Agreements.  All representations and
warranties made herein and all obligations of the Borrower in respect of taxes,
indemnification and expense reimbursement shall survive the execution and
delivery of this Agreement and the other Loan Documents, the making and
repayment of the Loans, the issuance and discharge of Letters of Credit
hereunder and the termination of this Agreement and shall not be limited in any
way by the passage of time or occurrence of any event and shall expressly cover
time periods when the Payment and Disbursement Agent, any of the Co-Agents or
any of the other Lenders may have come into possession or control of any
Property of the Borrower or any of its Subsidiaries.

       15.10 Failure or Indulgence Not Waiver; Remedies Cumulative.  No failure
or delay on the part of the Payment and Disbursement Agent, any other Lender or
any other Co-Agent in the exercise of any power, right or privilege under any
of the Loan Documents shall impair such power, right or privilege or be
construed to be a waiver of any default or acquiescence therein, nor shall any
single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other right, power or privilege.  All
rights and remedies existing under the Loan Documents are cumulative to and not
exclusive of any rights or remedies otherwise available.

      15.11  Marshalling; Payments Set Aside.  None of the Payment and
Disbursement Agent, any other Lender or any other Co-Agent shall be under any
obligation to marshall any assets in favor of the Borrower or any other party
or against or in payment of any or all of the Obligations.  To the extent that
the Borrower makes a payment or payments to the Payment and Disbursement Agent,
any Arranger or any other Lender or any such Person exercises its rights of
setoff, and such payment or payments or the proceeds of such enforcement or
setoff or any part thereof are subsequently invalidated, declared to be fraudu
lent or preferential, set aside or required to be repaid to a trustee, receiver
or any other party, then to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied, and all Liens, right and remedies
therefor, shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or setoff had not occurred.

     15.12  Severability.  In case any provision in or obligation under this
Agreement or the other Loan Documents shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired thereby.

    15.13    Headings.  Section headings in this Agreement are included herein
for convenience of reference only and shall not constitute a part of this Agree
ment or be given any substantive effect.

    15.14   Governing Law.  THIS AGREEMENT SHALL BE INTERPRETED, AND THE RIGHTS
AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAWS
PRINCIPLES.

   15.15   Limitation of Liability.  No claim may be made by any Lender, any
Co-Agent, any Arranger, the Payment and Disbursement Agent, or any other Person
against any Lender (acting in any capacity hereunder) or the Affiliates, direc
tors, officers, employees, attorneys or agents of any of them for any consequen
tial or punitive damages in respect of any claim for breach of contract or any
other theory of liability arising out of or related to the transactions
contemplated by this Agreement, or any act, omission or event occurring in con
nection therewith; and each Lender, each Co-Agent, each Arranger and the
Payment and Disbursement Agent hereby waives, releases and agrees not to sue
upon any such claim for any such damages, whether or not accrued and whether or
not known or suspected to exist in its favor.

   15.16    Successors and Assigns.  This Agreement and the other Loan
Documents shall be binding upon the parties hereto and their respective
successors and assigns and shall inure to the benefit of the parties hereto and
the successors and permitted assigns of the Lenders.  The rights hereunder of
the Borrower, or any interest therein, may not be assigned without the written
consent of all Lenders, except in accordance with the provisions of Article XIV
hereof.

    15.17    Certain Consents and Waivers of the Borrower.

                 (a) Personal Jurisdiction.   EACH OF THE LENDERS AND THE
     BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
     PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR
     FEDERAL COURT SITTING IN NEW YORK, NEW YORK, AND ANY COURT HAVING JURIS
     DICTION OVER APPEALS OF MATTERS HEARD IN SUCH COURTS, IN ANY ACTION OR PRO
     CEEDING ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE
     RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT,
     WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, OR FOR RECOGNITION
     OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY
     AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION
     OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE
     EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT.  THE BORROWER IRREVOCABLY
     DESIGNATES AND APPOINTS CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK,
     NEW YORK 10019, AS ITS AGENT (THE "PROCESS AGENT") FOR SERVICE OF ALL PRO
     CESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY
     ACKNOWLEDGED TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.  EACH
     OF THE LENDERS AND THE BORROWER AGREES THAT A FINAL JUDGMENT IN ANY SUCH
     ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
     JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
     LAW.  THE BORROWER WAIVES IN ALL DISPUTES ANY OBJECTION THAT IT MAY HAVE
     TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

              (ii) THE BORROWER AGREES THAT THE PAYMENT AND DISBURSEMENT AGENT
     SHALL HAVE THE RIGHT TO PROCEED AGAINST THE BORROWER OR ITS PROPERTY IN A
     COURT IN ANY LOCATION NECESSARY OR APPROPRIATE TO ENABLE THE PAYMENT AND
     DISBURSEMENT AGENT AND THE OTHER LENDERS TO ENFORCE A JUDGMENT OR OTHER
     COURT ORDER ENTERED IN FAVOR OF THE PAYMENT AND DISBURSEMENT AGENT OR ANY
     OTHER LENDER.  THE BORROWER AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE
     COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY THE PAYMENT AND DISBURSEMENT
     AGENT, ANY LENDER OR ANY CO-AGENT TO ENFORCE A JUDGMENT OR OTHER COURT
     ORDER IN FAVOR OF THE PAYMENT AND DISBURSEMENT AGENT, ANY LENDER OR ANY 
     CO-AGENT.  THE BORROWER WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE 
     LOCATION OF THE COURT IN WHICH THE PAYMENT AND DISBURSEMENT AGENT, ANY 
     CO-AGENT OR ANY LENDER MAY COMMENCE A PROCEEDING DESCRIBED IN THIS 
     SECTION.

            (b) Service of Process.  THE BORROWER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO THE PROCESS AGENT OR THE BORROWER'S NOTICE ADDRESS
SPECIFIED BELOW, SUCH SERVICE TO BECOME EFFECTIVE UPON RECEIPT.  THE BORROWER
IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION
OF THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING
WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY JURISDICTION
SET FORTH ABOVE.  NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE PAYMENT AND
DISBURSEMENT AGENT OR THE OTHER LENDERS TO BRING PROCEEDINGS AGAINST THE BOR
ROWER IN THE COURTS OF ANY OTHER JURISDICTION.

           (c) WAIVER OF JURY TRIAL.  EACH OF THE PAYMENT AND DISBURSEMENT
AGENT AND THE OTHER LENDERS AND THE BORROWER IRREVOCABLY WAIVES TRIAL BY JURY
IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT.

    15.18   Counterparts; Effectiveness; Inconsistencies.  This Agreement and
any amendments, waivers, consents, or supplements hereto may be executed in
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument.  This Agreement shall become effective against the Borrower
and each Lender on the Closing Date.  This Agreement and each of the other Loan
Documents shall be construed to the extent reasonable to be consistent one with
the other, but to the extent that the terms and conditions of this Agreement
are actually inconsistent with the terms and conditions of any other Loan
Document, this Agreement shall govern. In the event the Lenders enter into any
co-lender agreement with the Arrangers pertaining to the Lenders' respective
rights with respect to voting on any matter referenced in this Agreement or the
other Loan Documents on which the Lenders have a right to vote under the terms
of this Agreement or the other Loan Documents, such co-lender agreement shall
be construed to the extent reasonable to be consistent with this Agreement and
the other Loan Documents, but to the extent that the terms and conditions of
such co-lender agreement are actually inconsistent with the terms and
conditions of this Agreement and/or the other Loan Documents, such co-lender
agreement shall govern. Notwithstanding the foregoing, any rights reserved to
the Payment and Disbursement Agent or the Arrangers or the other Co-Agents
under this Agreement and the other Loan Documents shall not be varied or in any
way affected by such co-lender agreement and the rights and obligation of the
Borrower under the Loan Documents will not be varied.

     15.19  Limitation on Agreements.  All agreements between the Borrower, the
Payment and Disbursement Agent, each Arranger, each Co-Agent and each Lender in
the Loan Documents are hereby expressly limited so that in no event shall any
of the Loans or other amounts payable by the Borrower under any of the Loan
Documents be directly or indirectly secured (within the meaning of Regulation
U) by Margin Stock.

   15.20   Confidentiality.  Subject to Section 15.1(g), the Lenders shall
hold all nonpublic information obtained pursuant to the requirements of this
Agreement, and identified as such by the Borrower, in accordance with such
Lender's customary procedures for handling confidential information of this
nature and in accordance with safe and sound banking practices (provided that
such Lender may share such information with its Affiliates in accordance with
such Lender's customary procedures for handling confidential information of
this nature and provided further that such Affiliate shall hold such
information confidential) and in any event the Lenders may make disclosure rea
sonably required by a bona fide offeree, transferee or participant in connec
tion with the contemplated transfer or participation or as required or request
ed by any Governmental Authority or representative thereof or pursuant to legal
process and shall require any such offeree, transferee or participant to agree
(and require any of its offerees, transferees or participants to agree) to
comply with this Section 15.20.  In no event shall any Lender be obligated or
required to return any materials furnished by the Borrower; provided, however,
each offeree shall be required to agree that if it does not become a transferee
or participant it shall return all materials furnished to it by the Borrower in
connection with this Agreement.  Any and all confidentiality agreements entered
into between any Lender and the Borrower shall survive the execution of this
Agreement.

      15.21 Disclaimers.  The Payment and Disbursement Agent, the Arrangers,
the other Co-Agents and the other Lenders shall not be liable to any contrac
tor, subcontractor, supplier, laborer, architect, engineer, tenant or other
party for services performed or materials supplied in connection with any work
performed on the Projects, including any TI Work.  The Payment and Disbursement
Agent, the Arrangers, the other Co-Agents and the other Lenders shall not be
liable for any debts or claims accruing in favor of any such parties against
the Borrower or others or against any of the Projects.  The Borrower is not and
shall not be an agent of any of the Payment and Disbursement Agent, the
Arrangers, the other Co-Agents or the other Lenders for any purposes and none
of the Lenders, the Co-Agents, the Arrangers, nor the Payment and Disbursement
Agent shall be deemed partners or joint venturers with Borrower or any of its
Affiliates.  None of the Payment and Disbursement Agent, the Arrangers, the
other Co-Agents or the other Lenders shall be deemed to be in privity of
contract with any contractor or provider of services to any Project, nor shall
any payment of funds directly to a contractor or subcontractor or provider of
services be deemed to create any third party beneficiary status or recognition
of same by any of the Payment and Disbursement Agent, the Arrangers, the other
Co-Agents or the other Lenders and the Borrower agrees to hold the Payment and
Disbursement Agent, the Arrangers, the other Co-Agents and the other Lenders
harmless from any of the damages and expenses resulting from such a construc
tion of the relationship of the parties or any assertion thereof.

      15.22   No Bankruptcy Proceedings.  Each of the Borrower, the Arrangers,
the Co-Agents and the other Lenders hereby agrees that it will not institute
against any Designated Bank or join any other Person in instituting against any
Designated Bank any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding under any federal or state bankruptcy or similar law,
until the later to occur of (i) one year and one day after the payment in full
of the latest maturing commercial paper note issued by such Designated Bank and
(ii) the Revolving Credit Termination Date.

     15.23  Entire Agreement.  This Agreement, taken together with all of the
other Loan Documents, embodies the entire agreement and understanding among the
parties hereto and supersedes all prior agreements and understandings, written
and oral, relating to the subject matter hereof.
          IN WITNESS WHEREOF, this Agreement has been duly executed as of the
date first above written.

BORROWER:           SIMON PROPERTY GROUP, L.P.,
                    a Delaware limited partnership

                    By:  SIMON DeBARTOLO GROUP, INC.,
                         as General Partner

                    By:   \s\ David Simon 
                          David Simon
                          Chief Executive Officer


                    SIMON DeBARTOLO GROUP, L.P.,
                    a Delaware limited partnership


                    By:  SD PROPERTY GROUP, INC.
                         its managing general partner

                    By:    \s\ David Simon
                           David Simon
                           Chief Executive Officer

                    By:  SIMON DeBARTOLO GROUP, INC.
                         its general partner

                    By:    \s\ David Simon
                           David Simon
                           Chief Executive Officer

                      Notice Address:

                      Merchants Plaza
                      P.O. Box 7033
                      Indianapolis, Indiana  46207
                      Attn: Mr. David Simon
                      Telecopy: (317) 263-7037
with a copy to:
                      Simon Property Group, L.P.
                      Merchants Plaza
                      P.O. Box 7033
                      Indianapolis, Indiana  46207
                      Attn: General Counsel
                      Telecopy: (317) 685-7221
PAYMENT AND DISBURSEMENT AGENT
AND ARRANGER:
                           UNION BANK OF
                           SWITZERLAND, NEW YORK BRANCH

                           By:    \s\ Joseph M. Bassil
                           Name:  Joseph M. Bassil
                           Title: Director


                           By:    \s\ Albert Rabel
                           Name:  Albert Rabel
                           Title: Managing Director


                           Notice Address, Domestic         
                           Lending Office and Eurodollar
                           Lending Office:

                           Union Bank of Switzerland
                           299 Park Avenue
                           New York, New York 10171
                           Attn: Ms. Xiomara Martez
                           Telecopy: (212) 821-4138


Pro Rata Share:  13.28000%

Revolving Credit Commitment: $166,000,000.00
                    ARRANGER:   MORGAN GUARANTY TRUST COMPANY
                                OF NEW YORK


                           By:    \s\ Timothy V. O'Donovan
                           Name:  Timothy V. O'Donovan
                           Title: Vice President

                      Notice Address:


                      c/o J.P. Morgan Services Inc.
                      500 Stanton Christiana Road
                      Newark, Delaware 19713-2107
                      Attn: Ms. Nancy K. Dunbar
                      Telecopy:  (302) 634-1092

                      Domestic and Eurodollar
                      Lending Office:

                      c/o J.P. Morgan Services Inc.
                      500 Stanton Christiana Road
                      Newark, Delaware 19713-2107
                      Attn: Ms. Linda Sheehan
                      Telecopy:  (302) 634-1092

Pro Rata Share:  6.00000

Revolving Credit Commitment: $75,000,000.00
                      ARRANGER: THE CHASE MANHATTAN BANK

                         By:    \s\ Fran Nuchims
                         Name:  Fran Nuchims
                         Title: Vice President

                         Notice Address, Domestic and
                         Eurodollar Lending Office:

                         The Chase Manhattan Bank
                         380 Madison Avenue, 10th floor
                         New York, New York 10017
                         Attention: Nancy Szatny
                         Telecopy: (212) 622-3395
                         Reference: Simon DeBartolo
                         Group, L.P. Loan # 564-4773

                         For Money Market Loans:

                         The Chase Manhattan Bank
                         270 Park Avenue, 6th floor
                         New York, New York 10017
                         Attention: Frank Angelico
                                   Albert Reynolds
                         Telecopy: (212) 834-6160
                         Reference: Simon DeBartolo
                         Group, L.P.

                         with copy of all Notices to:

                         The Chase Manhattan Bank
                         380 Madison Avenue, 10th floor
                         New York, New York  10017
                         Attention: Fran Nuchims
                         Telecopy:  (212) 622-3395
                         Reference:  Simon DeBartolo
                         Group, L.P. Loan # 564-4773

Pro Rata Share:  6.00000%

Revolving Credit Commitment: $75,000,000.00
CO-AGENT:             DRESDNER BANK AG
                      NEW YORK AND GRAND CAYMAN BRANCHES

                         By:     \s\Brigitte Sacin
                         Name:   Brigitte Sacin
                         Title:  Assistant Treasurer

                         By:     \s\Beverly G. Cason
                         Name:   Beverly G. Cason
                         Title:  Vice President

Notice Address and Domestic and Eurodollar Lending Office:
                      Dresdner Bank AG, New York and Grand Cayman
                      Branches
                      75 Wall Street, 33rd Floor
                      New York, New York 10005
                      Attn: Mr. Thomas Nadramia
                      Telecopy: (212) 429-2130
                      Reference:  Simon Property Group

With copy to:         Dresdner Bank AG, Chicago Branch
                      190 South LaSalle Street
                      Suite 2700
                      Chicago, Illinois  60603
                      Attn:  Mr. James Blessing
                      Telecopy: (312) 444-1305
                      Reference: Simon Property Group

Borrowing and other administrative and operational notices:
                      Dresdner Bank AG
                      75 Wall Street, 33rd Floor
                      New York, New York 10005
                      Attn: Mr. Robert Reddington
                      Telecopy: (212) 429-2130
                      Reference: Simon Property Group


Pro Rata Share:  5.20000%
Revolving Credit Commitment: $65,000,000.00
CO-AGENT:                THE FIRST NATIONAL BANK OF CHICAGO


                           By:   \s\ Kevin Gillen
                           Name: Kevin Gillen
                           Title: Assistant Vice President

                         Notice Address:

                         The First National
                           Bank of Chicago
                         One First National Plaza
                         Suite 0151
                         Chicago, Illinois 60670
                         Attention: Kevin Gillen
                         Telecopy: (312) 732-1117
                         Reference: Simon Property Group


                         Domestic Lending Office and
                         Eurodollar Lending Office or
                         Eurodollar Affiliate:

                         The First National
                            Bank of Chicago
                         One First National Plaza
                         Suite 0318
                         Chicago, Illinois 60670
                         Attention: Maria Torres
                         Telecopy: (312) 732-1582
                         Reference: Simon Property Group


Pro Rata Share:  5.20000%

Revolving Credit Commitment: $65,000,000.00
CO-AGENT:                NATIONSBANK OF TEXAS, N.A., a
                         national banking association


                         By:    \s\Cynthia C.Sanford
                         Name:  Cynthia C. Sanford
                         Title: Senior Vice President

                         Notice Address and Domestic
                         Lending Office:

                         NationsBank
                         700 Louisiana, 5th Floor
                         Houston, Texas  77002
                         Attn: Cynthia Sanford
                         Telecopy:  (713) 247-6124

                         Eurodollar Lending Office or
                         Eurodollar Affiliate:

                         NationsBank
                         700 Louisiana, 5th Floor
                         Houston, Texas  77002
                         Attn: Shelley Coppin
                         Telecopy:  (713) 247-7321


Pro Rata Share:  5.20000%

Revolving Credit Commitment: $65,000,000.00

CO-AGENT:             BAYERISCHE HYPOTHEKEN- UND WECHSEL-
                      BANK AKTIENGESELLSCHAFT ACTING THROUGH ITS NEW YORK
                      BRANCH


                      By:    \s\Larney J. Bisbano
                      Name:  Larney J. Bisbano
                      Title: Assistant Vice President


                      By:    \s\Nina M. Levine
                      Name:  Nina M. Levine
                      Title: Assistant Treasure

                      Notice Address, Domestic
                      Lending Office and Eurodollar Lending Office:

                      BAYERISCHE HYPOTHEKEN- UND WECHSEL-BANK
                      AKTIENGESELLSCHAFT NEW YORK BRANCH
                      Financial Square
                      32 Old Slip, 32nd Floor
                      New York, New York 10005
                      Attn:   Mr. Peter T. Hannigan
                              First Vice President
                      Telecopy:  212-440-0824

                      and to:

                      Attn:   Mr. Stephen Altman
                              Assistant Vice President
                      Telecopy:  212-440-0824





Pro Rata Share:  5.20000%

Revolving Credit Commitment: $65,000,000.00

LENDERS:                      BANK ONE, INDIANA, N.A.,
                             (formerly known as Bank One, Indianapolis,N.A.)

                      By:   \s\Daniel H. Hatfield
                      Name:  Daniel H. Hatfield
                      Title: Vice President

                      Notice Address and Domestic
                      Lending Office:

                      Bank One, Indiana, N.A.
                      111 Monument Circle, Suite 1241
                      Indianapolis, Indiana 46277
                      Attn:  Mr. Daniel Hatfield
                      Telecopy:  317-321-7647

                      and to:

                      Attn: Jane Willis, Suite 203
                      Telecopy:   317-321-7467

                      Eurodollar Lending Office or
                      Eurodollar Affiliate:

                      Bank of Nova Scotia Trust Co. (Caymen) Ltd.
                      Cardinal Avenue
                      Georgetown, Grand Caymen
                      British West Indies
                      Attn: Carmen Thompson




Pro Rata Share:  4.0000%

Revolving Credit Commitment: $50,000,000.00
                      COMMERZBANK AG, New York Branch

                      By:    \s\James J. Henry
                      Name:  James J. Henry
                      Title: Senior Vice President


                      By:    \s\E. Marcus Perry
                      Name:  E. Marcus Perry
                      Title: Assistant Treasurer


                      Notice Address, Domestic
                      Lending Office and Eurodollar Lending Office:

                      Commerzbank AG
                      2 World Financial Center
                      New York, New York 10281
                      Attn:  Ms. Christine H. Finkel
                      Telecopy:  212-266-7235



Pro Rata Share:  4.00000%

Revolving Credit Commitment: $50,000,000.00
                      FLEET NATIONAL BANK


                      By:      \s\Margaret A. Mulcahy
                      Name:    Margaret A. Mulcahy
                      Title:   Senior Vice President



                              Notice Address, Domestic
                              Lending Office and Eurodollar Lending Office:

                      Fleet Bank
                      75 State Street
                      Mail Stop: MA/BO/F11A
                      Boston, Massachusetts 02109
                      Attn: Lillian Munoz
                      Telecopy: 617-346-3220

                       and to:

                      Attn: Margaret Mulcahy
                      Telecopy:  617-364-3220



Pro Rata Share:     4.00000%

Revolving Credit Commitment: $50,000,000.00

                      NATIONAL CITY BANK OF INDIANA


                      By:    \s\Helen M. Ward
                      Name:  Helen M. Ward
                      Title: Vice President

                              Notice Address, Domestic
                              Lending Office and Eurodollar lending Office:

                      National City Bank of Indiana
                      101 West Washington Street
                      Indianapolis, Indiana 46255
                      Attn:    Kim Kord
                      Telecopy:  317-267-6249

                      and to:

                      Attn:  Donna Huebner
                      Telecopy: 317-267-6249
     

Pro Rata Share:  4.00000%

Revolving Credit Commitment: $50,000,000.00
                      U.S. BANK NATIONAL ASSOCIATION
                      (formerly known as First Bank)


                      By:       \s\Joseph C. Hoesley
                      Name:     Joseph C. Hoesley
                      Title:    Senior Vice President

                              Notice Address, Domestic
                              Lending Office and Eurodollar Lending Office:

                      U.S. Bank National Association
                      Real Estate - MPFP 0802
                      601 Second Avenue South
                      Minneapolis, Minnesota 55402

                      Attn: Tamila N. Taylor
                      Telecopy:  612-973-0830



Pro Rata Share:     2.24000%

Revolving Credit Commitment: $28,000,000.00
                      GUARANTY FEDERAL BANK, F.S.B.


                      By:    \s\Lesa B. Balsley
                      Name:  Lesa B. Balsley
                      Title: Division Manager/Vice President

                              Notice Address, Domestic
                              Lending Office and Eurodollar Lending Office:

                      Guaranty Federal Bank
                      8333 Douglas Avenue
                      Dallas, Texas 75225
                      Attn:  Ms. Lesa Balsley
                      Telecopy:  214-360-1661

                      and to:

                      Attn: Clint Nanny
                      Telecopy: 214-360-5109



Pro Rata Share: 4.00000%
Revolving Credit Commitment: $50,000,000.00
                                CIBC INC.


                      By:    \s\Joel Gershkon
                      Name:  Joel Gershkon
                      Title:     As Agent

                              Notice Address, Domestic
                              Lending Office and Eurodollar Lending Office:

                      CIBC Oppenheimer Corp.
                      200 West Madison Street                                   
                      Suite 2300
                      Chicago, Illinois 60606
                      Attn: Joel Gershkon
                      Telecopy: 312-855-3235

                      and to:

                      CIBC Oppenheimer Corp.
                      Two Paces West
                      2727 Paces Ferry Road
                      Suite 1200
                      Atlanta, Georgia 30309
                      Attn: Elizabeth Jenkins
                      Telecopy: 770-319-4950

Pro Rata Share: 2.24000%

Revolving Credit Commitment: $28,000,000.00
                      UNION BANK OF CALIFORNIA, N.A

                      By:    \s\Diana Giacomini
                      Name:  Diana Giacomini
                      Title: Vice President


                      By:    \s\D. Tim Mahoney
                      Name:  D. Tim Mahoney
                      Title: Senior Vice President

                      Notice Address:

                      Union Bank of California
                      350 California Street
                      7th Floor
                      San Francisco, California 94104
                      Attn:  Ms. Diana Giacomini
                      Telecopy:  415-433-7438

                      Domestic Lending and Eurodollar Lending 
                      Office:

                      Union Bank of California
                      Real Estate Capital Markets
                      200 Pringle Avenue, Suite 250
                      Walnut Creek, California 94596
                      Attn: Ms. Hertha Warren
                      Telecopy: (510) 947-2497




Pro Rata Share:  2.00000%

Revolving Credit Commitment: $25,000,000.00
                        THE SUMITOMO BANK, LIMITED


                      By:    \s\Takeo Yamori
                      Name:  Takeo Yamori
                      Title: Joint General Manager

                           Notice Address, Domestic
                           Lending Office and Eurodollar Lending Office:

                      The Sumitomo Bank, Limited
                      233 South Wacker Drive
                      Suite 4800
                      Chicago, Illinois 60606-6448
                      Attn:  Mr. Jim Horvath
                      Telecopy:  312-876-6436

                      and to:

                      Attn: Kwang Park
                      Telecopy: 312-876-1490

                      and to:

                      The Sumitomo Bank, Limited
                      277 Park Avenue
                      New York, New York 10172
                      Attn: Michael S. Leffelholz
                      Telecopy: 212-224-4887



Pro Rata Share:  1.84000%

Revolving Credit Commitment: $23,000,000.00
                                 BANK OF MONTREAL


                      By:    \s\Catherine Sahagian Mousseau
                      Name:  Catherine Sahagian Mousseau
                      Title: Director


                              Notice Address and Domestic
                              Lending Office and Eurodollar Lending Office:

                      Bank of Montreal
                      115 South LaSalle Street
                      17th floor
                      Chicago, Illinois 60603
                      Attn: Mr. Thomas Batterham
                      Telecopy:   312-750-4352

                      and to:

                      Attn: Lora Benton
                      Telecopy: 312-750-4345

Pro Rata Share:  3.20000%

Revolving Credit Commitment: $40,000,000.00
                      KEYBANK, NATIONAL ASSOCIATION


                      By:     \s\Laird Fairchild
                      Name:   Laird Fairchild
                      Title:  Assistant Vice President

                              Notice Address, Domestic
                              Lending Office and Eurodollar Lending Office:

                      KeyBank
                      127 Public Square, 6th floor
                      Cleveland, Ohio 44114-1306
                      Attn: Laird Fairchild
                      Telecopy:  216-289-3566

                      and to:

                      Attn: Ms. Maryann Michaels
                      Telecopy: 216-689-3566


Pro Rata Share:  4.00000%

Revolving Credit Commitment: $50,000,000.00
                        PNC BANK, NATIONAL ASSOCIATION


                      By:     \s\Dina S. Muth
                      Name:   Dina S. Muth
                      Title:  Real Estate Officer

                              Notice Address, Domestic
                              Lending Office and Eurodollar Lending Office:

                      One PNC Plaza
                      P1-POPP-19-2
                      249 Fifth Avenue
                      Pittsburgh, Pennsylvania
                                  15222-2707
                      Attn:   Brad Carpenter       
                      Telecopy: 412-762-6500 

                      and to:

                      Attn: Matthew L. Koval
                             Loan Administrator
                      Telecopy: 412-762-6500



Pro Rata Share:  3.20000%

Revolving Credit Commitment: 40,000,000.00
                  LANDESBANK HESSEN-THURINGEN GIRONZENTRALE,
                  NEW YORK BRANCH


                      By:     \s\Alfred R. Koch
                      Name:   Alfred R. Koch
                      Title:  Vice President

                      By:     \s\ Michael A. Pierro
                      Name:   Michael A. Pierro
                      Title:  Assistant Vice President

                              Notice Address, Domestic
                              Lending Office and Eurodollar Lending Office:

                      Landesbank Hessen-Thuringen
                      420 Fifth Avenue, 24th floor
                      New York, New York 10018
                      Attn:   Alfred Koch
                      Telecopy: 212-703-5296

                      and to:

                      Attn: Gudrun Dronca
                      Telecopy: 212-703-5256



Pro Rata Share:  1.60000%

Revolving Credit Commitment: $20,000,000.00
                             KREDIETBANK N.V.

                      By:     \s\Robert Snauffer
                      Name:   Robert Snauffer
                      Title:  Vice President

                      By:     
                      Name:
                      Title:

                      Notice Address and Domestic
                      Lending Office:
                      Kredietbank N.V., New York Branch
                      125 West 55th Street, 10th floor
                      New York, New York
                      Attn:   John Thierfelder                      
                      Telecopy: 212-956-5580
                      and to:

                      Attn: Lynda Resuma
                            Telecopy: 212-956-5580

                      Eurodollar Lending Office or
                      Eurodollar Affiliate:
                      Kredietbank N.V., Grand Cayman Branch
                      125 West 55th Street, 10th floor
                      New York, New York
                      Attn:   John Thierfelde
                      Telecopy: 212-956-5580
                      and to:

                      Attn: Lynda Resuma
                      Telecopy: 212-956-5580


Pro Rata Share:  2.80000%

Revolving Credit Commitment: $35,000,000.00
                 BAYERISCHE LANDESBANK, CAYMAN ISLANDS BRANCH


                      By:_______________________
                      Name:
                      Title:

                      By:_______________________
                      Name:
                      Title:

                           Notice Address and Domestic
                           Lending Office, and Eurodollar Lending Office:

                      Bayerische Landesbank
                      560 Lexington Avenue
                      New York, New York 10022
                      Attn:     John Wain
                      Telecopy: 212-310-9868

                      and to:

                      Attn:     Patricia Sanchez
                      Telecopy: 212-310-9930




Pro Rata Share:  2.00000%

Revolving Credit Commitment: $25,000,000.00
                    DG BANK DEUTSCHE GENOSSENSCHAFTSBANK


                      By:    \s\Linda J. O'Connell
                      Name:  Linda J. O'Connell
                      Title: Vice President

                      By:    \s\Sabine Wendt
                      Name:  Sabine Wendt
                      Title: Asst. Vice President

                              Notice Address and Domestic
                              Lending Office:

                      DG Bank
                      609 Fifth Avenue
                      New York, NY 10017-1021
                      Attn: Linda J. O'Connell
                      Telecopy: 212-745-1556

                      and to:

                      Edward A. Thome
                      Telecopy: 212-745-1422

                      Eurodollar Lending Office:

                      DG Bank, Cayman Island Branch
                      609 Fifth Avenue
                      New York, NY 10017-1021
                      Attn: Linda J. O'Connell
                      Telecopy: 212-745-1556

                      and to:

                      Edward A. Thome
                      Telecopy: 212-745-1422

Pro Rata Share:  1.60000%

Revolving Credit Commitment: $20,000,000.00
                      THE BANK OF TOKYO-MITSUBISHI, LTD. acting
                      through its New York Branch


                      By:    \s\Akio Wada
                      Name:  Akio Wada
                      Title: Senior Vice President & Manager


                      Notice Address and Domestic
                      Lending Office, and Eurodollar Lending
                      Office:

                      Bank of Tokyo - Mitsubishi
                      1251 Avenue of the Americas
                      New York, NY 10020-1104
                      Attn: Leonard J. Crann
                      Telecopy: 212-782-4934

                      and to:

                      John C. Ng
                      Telecopy: 212-782-5870




Pro Rata Share:  1.60000%

Revolving Credit Commitment: $20,000,000.00
                              SUMMIT BANCORP


                      By:     \s\Gregory Haines
                      Name:   Gregory Haines
                      Title:  Regional Vice President


                      Notice Address and Domestic
                      Lending Office, and Eurodollar Lending
                      Office:

                      Summit Bancorp
                      750 Walnut Avenue
                      Cranford, NJ 07016
                      Attn: Gregory A. Haines
                      Telecopy:   908-706-6435

                      and to:

                      Stephanie Weiss
                      Telecopy: 908-709-6437

Pro Rata Share:  2.00000%

Revolving Credit Commitment: $25,000,000.00
                              COMERICA BANK


                      By:    \s\David J. Campbell
                      Name:  David J. Campbell       
                      Title: Vice President


                      Notice Address and Domestic
                      Lending Office, and Eurodollar Lending
                      Office:

                      Comerica Bank
                      500 Woodward Avenue, 7th Floor
                      Detroit, Michigan 48226
                      Attn: David J. Campbell

                      Telecopy: 313-222-9295

                      and to:

                      Attn: Betsy Branson
                      Telecopy: 313-222-3697

                      U.S. Mail should be directed to:

                      Comerica Bank
                      P.O. Box 75000
                      Detroit Michigan 48275-3256
                      M/C 3256
                      Attn: David J. Campbell and
                      Attn: Betsy Branson



Pro Rata Share:  1.60000%

Revolving Credit Commitment: $20,000,000.00
                           LASALLE NATIONAL BANK


                      By:   \s\John Co. Hein
                      Name: John C. Hein                        
                      Title: Vice President

                      Notice Address and Domestic
                      Lending Office, and Eurodollar Lending
                      Office:

                      LaSalle National Bank
                      135 South LaSalle St.
                      Chicago, IL 60674-9135
                      Attn: John C. Hein
                      Telecopy:  312-904-6467




Pro Rata Share:  2.00000%

Revolving Credit Commitment: $25,000,000.00

                        LIST OF EXHIBITS AND SCHEDULES

Exhibit A--         Form of Assignment and Acceptance
Exhibit B--         Form of Note
Exhibit B-1--       Form of Designated Bank Note
Exhibit C--         Form of Notice of Borrowing
Exhibit D--         Form of Notice of Conversion/Continuation
Exhibit E--         List of Closing Documents
Exhibit F--         Form of Officer's Certificate
Exhibit G--         Sample Calculations of Financial Covenants
Exhibit H--         Form of Money Market Quote Request
Exhibit I--         Form of Invitation for Money Market Quote
Exhibit J--         Form of Money Market Quote
Exhibit K--         Form of Designation Agreement

Schedule 1.1.4 --   Permitted Securities Options
Schedule 7.1-A --   Organizational Documents
Schedule 7.1-C --   Corporate Structure; Outstanding Capital Stock and
                    Partnership Interests; Partnership Agreement
Schedule 7.1-H --   Indebtedness for Borrowed Money; Contingent Obligations
Schedule 7.1-I --   Pending Actions
Schedule 7.1-P --   Environmental Matters
Schedule 7.1-Q --   ERISA Matters
Schedule 7.1-T --   Insurance Policies


============================================================================
                                                               EXHIBIT 10.62
_________________________________________________________________________






                          PARTNERSHIP AGREEMENT

                                   OF

                    SM PORTFOLIO LIMITED PARTNERSHIP



                             By and Between



                    MACERICH EQ LIMITED PARTNERSHIP,



                          MACERICH EQ GP CORP.,



                 SDG EQ DEVELOPERS LIMITED PARTNERSHIP,


                                   and


                         SDG EQ ASSOCIATES, INC.




                               Dated as of
                            February 24, 1998




________________________________________________________________________


                            TABLE OF CONTENTS



                                ARTICLE 1

                    Formation and Organization                  1
     1.1  Formation                                             1
     1.2  Name                                                  1      
     1.3  Character of the Business                             1
     1.4  Principal Office                                      2
     1.5  Term                                                  2
     1.6  Title to Property                                     2
     1.7  Payments of Individual Obligations                    2
     1.8  Other Business Interests                              2
     1.9  Transactions with Affiliates                          3


                                ARTICLE 2

         Capital Contributions and Other Financing Matters      3
     2.1  Percentage Interests                                  3
     2.2  Initial Capital Contributions                         4
     2.3  Additional Capital Contributions                      6
     2.5  Other Matters                                         9
     2.6  No Third Party Beneficiary                            9
     2.7  Third Party Financing                                10

                                ARTICLE 3

                           Distributions                       10
     3.1  Distributions                                        10
     3.2  Distributions after Dissolution                      10
     3.3  Timing of Distributions Among Partners               10

                                ARTICLE 4

         Allocations and Other Tax and Accounting Matters      10
     4.1  Allocations                                          10
     4.2  Accounting, Books and Records                        10
     4.3  Reports                                              11
     4.4  Tax Returns; Information                             11
     4.5  Special Basis Adjustment                             12
     4.6  Tax Matters Partner                                  12

                                ARTICLE 5

                           Management                          12
     5.1  Executive Committee                                  12
     5.2  No Individual Authority                              15
     5.3  Operating Committee.                                 16
     5.4  Warranted Reliance by Executive Committee Members and
          Operating Committee Members on Others                18
     5.5  Intentionally Omitted                                18
     5.6  REIT Status                                          18
     5.7  Budgets                                              20
     5.8  Insurance                                            21
     5.9  Unanimous Consent                                    21
     5.10 Indemnification                                      21
     5.11 Compensation and Reimbursement.                      22
     5.12 No Employees.                                        23
     5.13 Personal Services Contract.                          23
     5.14 Defaults and Remedies                                23

                                ARTICLE 6

                      Transfers of Interests                   25
     6.1  Restrictions on Transfers                            25
     6.2  Transferee Requirements                              26
     6.3  Partnership Interest Loans                           26
     6.4  Admission of Transferee as a Partner                 31
     6.5  Allocations and Distributions Upon Transfers         31

                                ARTICLE 7

                             Buy-Sell                          32
     7.1  Buy-Sell Offering Notice                             32
     7.2  Exercise of Buy-Sell                                 32
     7.3  Closing                                              33

                                ARTICLE 8

                   Exit Call; Portfolio Sale                   34
     8.1  Call Rights                                          34
     8.2  Procedures upon Call Exercise                        34
     8.3  Closing Procedure                                    35
     8.5  Fair Market Value Appraisal Process                  37
     8.6  Portfolio Sale                                       37
     8.7  Effect of Existing Financing                         39

                                ARTICLE 9

                 Withdrawals; Actions for Partition            39
     9.1  Waiver of Partition                                  39
     9.2  Covenant Not to Withdraw or Dissolve                 39

                               ARTICLE 10

       Dissolution, Liquidation, Winding-Up and Termination    40
     10.1 Causes of Dissolution                                40
     10.2 Winding Up and Liquidation                           40
     10.3 Timing Requirements; Deemed Distribution and Re-
          contribution                                         41
     10.4 Sales Receivables                                    42
     10.5 Documentation of Dissolution and Termination         42

                               ARTICLE 11

                           Miscellaneous                       42
     11.1 Notices                                              42
     11.2 Binding Effect                                       42
     11.3 Construction of Agreement                            43
     11.4 Severability                                         43
     11.5 Incorporation by Reference                           43
     11.6 Further Assurances                                   43
     11.7 Governing Law                                        43
     11.8 Counterpart Execution                                43
     11.9 Loans                                                43
     11.10     No Third Party Rights                           44
     11.11     Estoppel Certificates                           44
     11.12     Usury                                           44
     11.13     Business Day                                    44
     11.14     Proposing and Adopting Amendments               44
     11.15     Partners Not Agents                             44
     11.16     Entire Understanding; Etc.                      44
     11.17     Action Without Dissolution                      45
     11.18     Attorneys' Fees                                 45
     11.19     Waiver of Jury Trial                            45
     11.20     Confidentiality                                 45
     11.21     Press Releases                                  45
     11.22     Existing Financing                              46
     


Schedule 1          -    Original Approved Pre-Closing Budget
Schedule 2          -    Macerich Managed Properties
Schedule 3          -    SDG Managed Properties
Schedule 4          -    List of Properties
Schedule 5          -    Noncompetition Area

                                  
                          PARTNERSHIP AGREEMENT
                                   OF
                    SM PORTFOLIO LIMITED PARTNERSHIP



           THIS  PARTNERSHIP AGREEMENT (this "Agreement")  is  made  and
entered  into as of  February 24, 1998, by and between SDG EQ DEVELOPERS
LIMITED  PARTNERSHIP  a Delaware limited partnership  ("SDG"),   SDG  EQ
ASSOCIATES, INC., a  Delaware corporation ("SSPE"), MACERICH EQ  LIMITED
PARTNERSHIP, a Delaware limited partnership ("Macerich"), and   MACERICH
EQ  GP  CORP.,  a    Delaware corporation ("MSPE"),  on  the  terms  and
conditions  set  forth  herein.  Attached to this Agreement  immediately
following  the  signature  page  is a glossary  of  defined  terms  (the
"Glossary  of  Defined  Terms").  Each capitalized  term  used  in  this
Agreement  either is defined in the Glossary of Defined  Terms,  or  the
location  of  its  definition is cross-referenced  in  the  Glossary  of
Defined Terms.


                                ARTICLE 1

                       Formation and Organization

           1.1   Formation.  SDG, Macerich, SSPE and MSPE hereby form  a
limited partnership (the "Partnership") under the Act upon the terms and
conditions  set  forth in this Agreement.  Each of SSPE  and  MSPE  (and
their permitted successors-in-interest that are admitted as partners  in
the Partnership) is a general partner in the Partnership and is referred
to  herein individually as a "General Partner," and each of Macerich and
SDG  (and  their permitted successors-in-interest that are  admitted  as
partners in the Partnership) is a limited partner in the Partnership and
is  referred to herein individually as a "Limited Partner."  Each of the
General  Partners  and  the  Limited Partners  are  referred  to  herein
individually as a "Partner" and, collectively, as the "Partners."   SSPE
and  SDG, on the one hand, and MSPE and Macerich, on the other hand, are
jointly  referred to herein as a "Party" and collectively as  "Parties".
Any contributions by or distributions to a Party shall be deemed to have
been  made to or by, as the case may be, the entities constituting  such
Party  in  proportion to each such entity's Partnership  Interest.   The
General Partners shall promptly execute, publish or file all assumed  or
fictitious name, or other similar, certificates required by  law  to  be
published  or  filed, in connection with the formation and operation  of
the  Partnership  in each state and locality where it  is  necessary  or
desirable  to  publish or file such certificates in order  to  form  and
operate the Partnership.

          1.2  Name.  The name of the Partnership shall be "SM Portfolio
Limited  Partnership,"  and all business of  the  Partnership  shall  be
conducted  in  such name or such other name as the Executive  Committee,
from time to time, shall unanimously select.

            1.3   Character  of  the  Business.   The  purpose  of   the
Partnership  is to (a) hold a ninety-nine percent (99%) limited  partner
interest  in  the  Underlying Partnership, (b)  conduct  all  activities
<PAGE> 01
reasonably related to the ownership of such interests, (c) acquire, own,
develop,  finance,  refinance, mortgage, encumber,  hypothecate,  lease,
sell,  maintain,  improve,  alter, remodel,  expand,  manage,  exchange,
dispose,  and  otherwise operate and deal with  real  property,  (d)  to
transact any and all other businesses for which limited partnerships may
be formed under Delaware law, and (e) to accomplish any of the foregoing
purposes for its own account or as nominee, agent or trustee for others;
provided,  however, that such business shall be limited to and conducted
in such a manner as to permit any Persons owning any interests in any of
the  Partners at all times to be classified as a "real estate investment
trust" within the meaning of Section 856 of the Code (a "REIT").

            1.4    Principal  Office.   The  principal  office  of   the
Partnership shall be at 233 Wilshire Boulevard, Suite 700, Santa Monica,
California 90401, or at such other place as the Executive Committee may,
from time to time, determine (the "Principal Office").

          1.5  Term.  The Partnership shall commence on the date of this
Agreement  and  shall continue until the Partnership  is  dissolved  and
terminated in accordance with the provisions of Article 10.

           1.6  Title to Property.  All real and personal property owned
by the Partnership shall be owned by the Partnership as an entity and no
Partner  shall  have  any ownership interest in  such  property  in  its
individual name or right, and each Partner's interest in the Partnership
shall  be  personal  property  for all purposes.   Except  as  otherwise
provided  in this Agreement, the Partnership shall hold all of its  real
and personal property in the name of the Partnership and not in the name
of any Partner.

           1.7   Payments  of Individual Obligations.  The Partnership's
credit  and  assets  shall  be  used  solely  for  the  benefit  of  the
Partnership,  and  no asset of the Partnership shall be  transferred  or
encumbered  for,  or  in  payment of, any  individual  obligation  of  a
Partner.

          1.8  Other Business Interests.

                (a)   Each Partner shall be required to devote only such
time  to  the  affairs of the Partnership as may be  necessary  for  the
proper  performance of such Partner's duties hereunder.  Except  to  the
extent  expressly provided to the contrary in this Section 1.8,  nothing
in  this Agreement shall:  (i) limit the rights of each Partner and  its
Affiliates,  and  such  Partner's and Affiliate's  respective  officers,
directors, employees and stockholders ("Related Persons") to serve other
Persons  in  any  capacity, to own interests  in  other  businesses  and
undertakings,  to pursue and engage in other investments,  opportunities
and  activities, and to derive and enjoy profits, compensation and other
consideration  in  respect  thereof,  whether  or  not  such   services,
interests,  businesses,  undertakings, investments,   opportunities  and
activities   (collectively,  "Other  Interests")  are  similar   to   or
competitive with the business or assets of the Partnership, (ii)  afford
any  Partner any right to share in the profits, compensation  and  other
consideration derived from the Other Interests of any other  Partner  or
any  other  Partner's Related Persons, or to participate  in  the  Other
<PAGE> 02
Interests  of any other Partner or any other Partner's Related  Persons,
(iii)  require  any  Partner to disclose to any  other  Partner  or  the
Partnership  the  existence or nature of any  such  Other  Interest,  or
(iv) obligate any Partner to first offer any such Other Interest to  any
other  Partner  or the Partnership, or allow any other  Partner  or  the
Partnership to participate therein.

                (b)   Notwithstanding the foregoing, until an individual
Property  has  been  sold  or otherwise transferred  by  the  Underlying
Partnership or Partnership, respectively, a Party (or any Affiliate of a
Party)  (each  a "Proposing Party") shall not obtain an equity  interest
(whether  direct or indirect) in any real estate venture  ("Real  Estate
Activity") within the area described as the "Non-Competition  Area"  for
each Property  on  Schedule 5 attached hereto, as such Schedule 5 may be
amended from time to time, ("Non-Competition Area") unless it has  first
provided the other Party (the "Nonproposing Party") with written  notice
describing  in reasonable detail the proposed transaction  and  offering
the  transaction as a Partnership opportunity (the "Proposal")  and  the
Nonproposing  Party  has  failed to notify the  Proposing  Party  within
thirty  (30)  days of its receipt of such notice that such  Nonproposing
Party  desires  that  the Partnership, rather than the  Proposing  Party
individually,  enter into and invest in such Real Estate  Activity.   In
the  event that the Nonproposing Party delivers the notice described  in
the immediately preceding sentence directing that the Partnership invest
in  the  Real  Estate  Activity, each Party shall  make  any  Additional
Capital  Contributions required by the Executive Committee to  fund  the
investment of the Partnership pursuant to the Proposal, the Real  Estate
Activity will be an opportunity for the Partnership and the Real  Estate
Activity  shall  be  included as a business of  the  Partnership  within
Section 1.3.  The Proposal described above shall include all information
that  the  Proposing Party has with respect to the Real Estate Activity,
including  proformas, plans and specifications and economic  projections
relating  to  the  Real  Estate Activity.   If  the  Nonproposing  Party
consents to the Proposing Party's investment in the Real Estate Activity
individually or fails to respond to the Proposal within thirty (30) days
after its receipt thereof, the Proposing Party or its Affiliate shall be
permitted  to  invest  in  the Real Estate Activity  in  its  individual
capacity.

          1.9  Transactions with Affiliates.  To the extent permitted by
applicable  law  and  except  as otherwise provided  in  this  Agreement
(including  Section  5.11  hereof),  the  Operating  Committee  and  any
Property  Manager,  when  acting through the Partnership  ,  are  hereby
authorized  to  purchase property and services from, sell  property  and
services  to,  or  otherwise deal with any Partner, acting  on  its  own
behalf,  or  any  Affiliate  of  any Partner,  provided  that  any  such
purchase,   sale,  or  other  transaction  (and  any  such   Affiliates'
affiliation  to a Partner) shall be fully disclosed to the Partners  and
shall be made on market terms and conditions which are no less favorable
to  the  Partnership (including as to price, quality and payment  terms)
than  if the sale, purchase, or other transaction had been entered  into
with an independent third party.


                                ARTICLE 2

            Capital Contributions and Other Financing Matters
<PAGE> 03
            2.1   Percentage  Interests.   The  names,  addresses,   and
percentage  interests ("Percentage Interests") of the  Partners  are  as
follows:

          NAME AND ADDRESS                      PERCENTAGE INTEREST

     General Partners

          Macerich EQ GP Corp.
          233 Wilshire Boulevard, Suite 700
          Santa Monica, California  90401
          Telecopier No.:  (310) 395-2791                .1%

          SDG EQ Associates, Inc.
          c/o Simon DeBartolo Group
          National City Center
          115 West Washington Street
          Indianapolis, Indiana  46204
          Telecopier No.:  (317) 685-7221                .1%

     Limited Partners

          Macerich EQ Limited Partnership
          233 Wilshire Boulevard, Suite 700
          Santa Monica, California  90401
          Telecopier No.:  (310) 395-2791              49.9%

          SDG EQ Developers Limited Partnership
          c/o Simon DeBartolo Group
          National City Center
          115 West Washington Street
          Indianapolis, Indiana  46204
          Telecopier No.:  (317) 685-7221              49.9%


           2.2   Initial  Capital Contributions.   The  initial  Capital
Contributions ("Initial Capital Contributions") of the Parties shall  be
made as follows:

                (a)   Concurrently with the execution  of  the  Purchase
Agreement  by  the Underlying Partnership, each Party shall  deliver  to
Equitable  (the  seller  of the Properties), as a  contribution  to  the
Partnership, and as a contribution by the Partnership to the  Underlying
Partnership,  a  clean, irrevocable letter of credit in  the  amount  of
$12,500,000 each naming Equitable as beneficiary (such letters of credit
to satisfy the "Deposit" requirement under the Purchase Agreement).  For
this  purpose,  each  of  SDG  and Macerich  shall  be  deemed  to  have
<PAGE> 04
contributed  to each of SSPE and MSPE, respectively, a portion  of  each
such letter of credit representing each's proportionate interest in  the
Partnership, which letters of credit shall be deemed contributed  by  to
the Partnership by SSPE and MSPE.

                (b)   Each  Party  hereby agrees to  contribute  to  the
capital  of the Partnership, as a Capital Contribution, an amount  equal
to  fifty  percent (50%) of the Closing Funding Requirement (as  defined
below),   subject,  however,  to  the  remaining  provisions   of   this
Section  2.2.   As  used herein, the term "Closing Funding  Requirement"
shall  mean the sum of (i) all amounts required to be deposited  by  the
Underlying  Partnership  with  Escrow Agent  pursuant  to  the  Purchase
Agreement  in  order  to  close  the transaction  thereunder,  including
amounts  due  to Equitable under the Purchase Agreement as the  purchase
price   consideration  paid  for  the  Underlying  Properties  and   the
Underlying  Partnership's  share  of  all  closing  costs  and  expenses
required to be deposited with and paid through Escrow Agent pursuant  to
the Purchase Agreement (the "Escrow Closing Requirement"), (ii) all out-
of-pocket costs and expenses paid or payable to Persons other  than  the
Underlying Partnership, any Partner or any Affiliate thereof (other than
those amounts described in Clause (i) above) that have been and/or  will
be incurred by the Underlying Partnership, the Partnership, the Partners
and the Partners' respective Affiliates in connection with the formation
of  the Partnership and the Underlying Partnership and investigating and
acquiring the Properties (including, without limitation, costs  incurred
in  connection with the negotiation of the Purchase Agreement  and  this
Agreement   and   all  out-of-pocket  due  diligence  costs   and   fees
(collectively, "Due Diligence, Formation and  Acquisition  Costs"),  and
(iii)  the amount set forth in the Original Approved Pre-Closing  Budget
(as  defined  below)  for  the funding of the  Underlying  Partnership's
initial capital improvement and operating reserve (as such amount may be
adjusted  by  the  mutual  consent of the Partners  in  their  sole  and
absolute discretion) (the "Initial Reserve Requirements").

                (c)   Attached  hereto as Schedule 1 is  a  budget  (the
"Original  Approved Pre-Closing Budget") reflecting the  Partners'  best
and  good-faith estimate of all Due Diligence, Formation and Acquisition
Costs  that  will  be  incurred in connection with the  Partnership  and
Underlying   Partnership's  formation  and  the   acquisition   of   the
Properties.  In the event that any Party incurs Due Diligence, Formation
and  Acquisition  Costs  in  excess of that  budgeted  in  the  Original
Approved  Pre-Closing Budget, the written approval of  the  other  Party
shall  be required before such additional amount may be included in  the
Closing  Funding  Requirement.  In the event that a  Party  requests  in
writing that the other Party approve any such additional expenditure  or
cost  and  the  other Party fails to disapprove of the same  in  writing
(together with its specific written objections thereto) within five  (5)
business  days  after its receipt of such request, such  expenditure  or
cost  shall  be deemed approved (but in each case only if  such  written
request  specifically advises the Party that failure to  respond  within
such five (5) business day period will result in such deemed approval).

               (d)  Each of the Parties separately agrees to deposit its
portion  of the Escrow Closing Requirement in escrow in good funds  with
Escrow  Agent  at  least one (1) business day prior  to  the  Underlying
Partnership's    acquisition    of    the     Underlying     Properties.
<PAGE> 05
Notwithstanding the foregoing, each Party shall be permitted to  deposit
its  portion  of  the Escrow Closing Requirement into a separate  escrow
established  with such Escrow Agent, which escrow shall  be  solely  for
such  Party's  benefit  until the closing  of  the  acquisition  of  the
Underlying  Properties, and shall be terminable  solely  by  such  Party
(provided  that any such termination shall not relieve or  release  such
Party  of  its obligations hereunder, if any).  Concurrently  with  such
Party's  deposit  of  its portion of the Escrow Closing  Requirement  in
escrow,  such  Party  shall enter into escrow instructions  with  Escrow
Agent  authorizing Escrow Agent to transfer such amounts into the escrow
established for the purchase and sale of the Underlying Properties  upon
the  satisfaction of all conditions precedent for the  closing  of  such
purchase and sale.  Such escrow instructions shall also provide that  if
the  closing of the purchase and sale of the Underlying Properties  does
not occur on or before the date set forth in Section 10.1(h), the escrow
shall  terminate and all sums held therein (together with  any  interest
actually  earned thereon) shall be immediately returned  to  such  Party
(whereupon such Party shall have no further liability or duty  hereunder
with  respect  to  the  making of such portion  of  the  Escrow  Closing
Requirement),  unless  Escrow Agent receives written  instructions  from
such Party to extend such escrow.  Any interest earned on amounts placed
in  escrow  prior to such closing shall accrue for the  benefit  of  the
Party  depositing same.  Each Party shall deposit into  the  Partnership
accounts  designated by the Operating Committee prior to the acquisition
of  the  Underlying Properties such Party's share of the Initial Reserve
Requirement.   The  Parties shall meet and shall exchange  invoices  and
other  evidence  of  Due  Diligence,  Formation  and  Acquisition  Costs
incurred  by  each  of them or their Affiliates in connection  with  the
purchase  and sale transaction.  Once the Parties have agreed  upon  all
Due  Diligence, Formation and Acquisition Costs, the Party who  incurred
the  lesser  amount  of Due Diligence, Formation and  Acquisition  Costs
shall  promptly pay to the other Party an amount sufficient to reimburse
such  other  Party  for  the  share  of  Due  Diligence,  Formation  and
Acquisition Costs incurred by such other Party in excess of its combined
50% share, it being the intention of the Parties that all Due Diligence,
Formation and Acquisition Costs be shared by the Parties equally.

                (e)   Notwithstanding  anything  else  to  the  contrary
contained in this Agreement, if the Purchase Agreement is terminated  or
the  purchase and sale of the Underlying Properties fails to occur, each
Party  shall  bear fifty percent (50%) of the aggregate  Due  Diligence,
Formation and Acquisition Costs.  If a Party has paid a disproportionate
share  of the aggregate Due Diligence, Formation and Acquisition  Costs,
the  other Party shall pay to such Party the amount necessary such  that
each  Party bears such costs in the foregoing proportions, which payment
shall be made within fifteen (15) days after delivery of written notice,
together with reasonably detailed supporting documentation.  Each  Party
agrees to provide to the other Party such documentation as is reasonably
necessary  to  substantiate such costs incurred by such Party.   Nothing
contained  in  this Section 2.2(e) shall limit or impair  any  right  or
remedy that a Party may have against any other Party as a result of such
other  Party's breach of any obligation such other Party may have  under
this Agreement to make its Initial Capital Contribution.
<PAGE> 06
          2.3  Additional Capital Contributions.

                 (a)    Additional  capital  contributions  ("Additional
Capital  Contributions")  may  be called for  in  accordance  with  this
Section  2.3.   The Executive Committee may call for Additional  Capital
Contributions for any reason.  Additional Capital Contributions may also
be  called  for by either Party if necessary in order to fund Cash  Flow
Shortfalls or Budgeted Capital Items and for no other reason without the
approval  of  the Executive Committee.  Except as otherwise provided  in
subsection  (b) below, Additional Capital Contributions  shall  be  made
upon written demand by the requesting Party upon the other Party, or  by
the  Executive Committee upon the Parties, as the case may be, from time
to  time, shall be payable in proportion to the Percentage Interests  of
the  Parties,  and shall be contributed by the Parties within  ten  (10)
business days of the receipt of the notice hereinbefore described, which
notice  shall  state the amount of such Additional Capital  Contribution
required from each Party.

                (b)   Each  Party agrees to make all Additional  Capital
Contributions  required  to be made in accordance  with  this  Agreement
within  the  ten  (10) business day period described in  subsection  (a)
above;  provided that, any Party may, during such ten (10) business  day
period, request that the Partnership seek third party financing (in lieu
of  the Parties making Additional Capital Contributions) to satisfy  the
Partnership's  cash  need.  In the event that either  Party  makes  such
request,  the  period  of  time  within  which  the  Additional  Capital
Contributions must be made will be extended as hereinafter provided, and
the  Partnership shall use its commercially reasonable efforts to secure
third  party  financing at commercially reasonable rates to satisfy  the
Partnership's  cash needs.  If the Partnership is unable to  secure  any
such financing on terms that are mutually acceptable to and approved  by
the  Parties within thirty (30) days after any Party's request  to  fund
the  required amounts via third party financing, the Additional  Capital
Contributions shall immediately become due and payable within  five  (5)
business  days after the expiration of such thirty (30) day period.   If
any   Party   fails  to  make  its  share  of  the  Additional   Capital
Contributions  within the said five (5) business day  period,  then  the
terms and provisions of subsection (c) below shall apply.

                (c)   If a Party fails to make its share of any required
Additional  Capital Contributions after the Partnership has been  unable
to  secure  third party financing approved by both Parties  pursuant  to
subsection  (b)  above,  then such Party (the  "Noncontributing  Party")
shall  be  a  Defaulting  Party  hereunder,  and  the  other  Party   (a
"Contributing Party") who has made its share of such Additional  Capital
Contributions may elect to give notice to the Noncontributing  Party  of
its default hereunder.  If such Noncontributing Party cures such default
within  the  cure period set forth in Section 5.14(a) hereof,  it  shall
thereupon  become  a Contributing Party.  If such Noncontributing  Party
fails  to  cure  such  default  within the  cure  period  set  forth  in
Section  5.14(a) hereof, then the Contributing Party may,  in  its  sole
discretion and without limitation on its other rights and remedies under
this  Agreement,  elect  to  exercise its  rights  under  the  following
subsections  (d) or (e) of this Section 2.3 (subject to  the  terms  and
conditions set forth in said subsections (d) and (e)).
<PAGE> 07
                (d)   The  Contributing Party shall have  the  right  to
withdraw  all  of its Additional Capital Contribution immediately  after
the   expiration  of  the  Noncontributing  Party's  cure  period.   Any
Contributing Party that withdraws its Additional Capital Contribution in
compliance with this provision shall not be deemed a Defaulting Party by
reason of such withdrawal.

                (e)  The Contributing Party shall have the right to make
a  Default Loan to the Partnership pursuant to Section 2.4 equal to 100%
of   the   Noncontributing  Party's  share  of  the  Additional  Capital
Contributions that it failed to contribute.

          2.4  Default Loans.

                (a)  Without limitation on any other rights and remedies
of  the Partners, if a Noncontributing Party shall have failed to timely
pay  its  portion  of  the Closing Funding Requirement  as  provided  in
Section  2.2 or to make any Additional Capital Contributions as required
pursuant  to  this  Agreement, and fails  to  cure  such  default  after
receiving  notice  thereof within the applicable  cure  period  provided
under  Section  5.14(a) hereof, the Contributing Party may  advance  the
amount of such delinquency to the Partnership and direct the Partnership
to pay the party or parties (which party or parties may be a Partner (or
Affiliate of a Partner) hereunder, including the Contributing Party  (or
an  Affiliate  of the Contributing Party) making such advance,  if  such
amount  is  owed  to such Person) to whom the same is  owed.   Any  such
advance  shall  be  treated  as  a  loan  (a  "Default  Loan")  by  such
Contributing Party to the Partnership, payable on demand, and shall bear
interest  at the Base Rate plus three percent (3%) per annum (compounded
monthly as of the last day of each calendar month) from the date of such
loan to the date of payment in full.  In addition and without limitation
on  the foregoing, the making of such Default Loan shall also create  an
obligation on the part of the Noncontributing Party to contribute to the
Partnership an amount equal to the amount of the Default Loan  (together
with  interest at the aforesaid rate) made by the Contributing Party  to
the  Partnership.  As used herein, the term "Base Rate" shall  mean  the
commercial loan rate of interest announced publicly from time to time by
Chase  Manhattan Bank in New York, New York as such bank's "prime rate",
as  from time to time in effect, such interest rate to change monthly as
of  the  first  day of the calendar month next succeeding  the  calendar
month in which a change in Base Rate occurs; provided that, if such rate
is  unavailable  for any reason, then the parties shall meet  and  agree
upon a different bank's "prime rate" or "reference rate" to serve as the
Base Rate hereunder.

                (b)  The Contributing Party shall give written notice to
the  Noncontributing Party of the making of any Default  Loan,  and  the
Noncontributing  Party may contribute the amount of such  advance  (plus
all  accrued  interest)  to  the Partnership  at  any  time  (and  shall
contribute  such amount at the time prescribed by Section 10.2  hereof).
The  Partnership  shall immediately pay such amounts received  from  the
Noncontributing Party to the Contributing Party.  Such payments  by  the
Noncontributing Party to the Partnership and from the Partnership to the
Contributing  Party shall be applied first against accrued interest  and
then  against  the principal of the Default Loan until the repayment  in
full   of   principal  and  accrued  interest  on  the   Default   Loan.
<PAGE> 08
Notwithstanding any provision to the contrary herein, at any time when a
Default Loan shall be outstanding, all distributions of Net Cash Flow by
the Partnership from and after the making of such Default Loan shall  be
made as follows: first, all such distributions to which the Contributing
Party  would  normally (i.e., but for the effect and  operation  of  the
provisions  set forth in this Section 2.4) be entitled to receive  under
Section  3.1  shall  be calculated and made to such Contributing  Party;
second,  the balance, if any, shall be paid by the Partnership  directly
to  the Contributing Party to be applied first against interest and then
against  principal of the Default Loan; and third, the balance, if  any,
shall be paid to the Noncontributing Party in respect of the amounts  to
which  it would normally (i.e., but for the effect and operation of  the
provisions  set forth in this Section 2.4) be entitled to receive  under
Section  3.1  (and  to  the extent such amounts, if  any,  paid  to  the
Noncontributing   Party   are   less  than   the   amounts   which   the
Noncontributing  Party  would  normally be  entitled  to  receive  under
Section  3.1,  such  deficiency  shall  forever  be  forfeited  by   the
Noncontributing  Party and it shall have no right to recoup  or  recover
the  same out of future distributions hereunder).  Only upon the payment
in  full of the principal of and all accrued interest on a Default  Loan
shall the Noncontributing Party's Event of Default with respect to which
the  Default Loan was made be deemed cured and after such cure, provided
no  other Event of Default of the Noncontributing Party then exists, the
Noncontributing Party's rights under this Agreement shall be immediately
reinstated.

                (c)   Upon request by the Contributing Party at any time
from the date of the Contributing Party's advance pursuant to subsection
(a)  above until any such Default Loan shall be repaid in full  by  cash
payment,  the Noncontributing Party shall, on its own behalf  and/or  on
behalf  of  the  Partnership, execute any and all  documents  reasonably
requested  by  the  Contributing Party, including,  without  limitation,
promissory  notes  or such other documentation as may  be  necessary  to
reflect  and perfect the Contributing Party's rights under this  Section
2.4  (and for such purpose the Noncontributing Party hereby appoints the
Contributing Party its true and lawful attorney-in-fact with full  power
of  substitution to execute and deliver such documents on behalf of such
Noncontributing Party, which power of attorney shall be deemed to  be  a
power  coupled  with  an  interest which cannot  be  revoked  by  death,
dissolution or otherwise).

          2.5  Other Matters.

                (a)  Except as otherwise provided in this Agreement,  no
Party  shall demand or receive a return of its Capital Contributions  or
withdraw  from  the  Partnership without the consent  of  all  Partners.
Under circumstances requiring a return of any Capital Contributions,  no
Partner shall have the right to receive property other than cash  except
as may be specifically provided herein.

                (b)   No Partner shall receive any interest, salary,  or
draw with respect to its Capital Contributions or its Capital Account or
for  services rendered on behalf of the Partnership or otherwise in  its
capacity as Partner, except as otherwise provided in this Agreement.  No
Partner shall be entitled to interest on its Capital Contributions or on
such Partner's Capital Account.
<PAGE> 09
           2.6   No Third Party Beneficiary.  No creditor or other third
party  having  dealings with the Partnership shall  have  the  right  to
enforce  the  right  or  obligation  of  any  Partner  to  make  Capital
Contributions or loans or to pursue any other right or remedy  hereunder
or  at  law  or  in  equity, it being understood  and  agreed  that  the
provisions of this Agreement shall be solely for the benefit of, and may
be   enforced  solely  by,  the  parties  hereto  and  their  respective
successors  and  assigns.   None of the rights  or  obligations  of  the
Partners  herein  set  forth  to  make  Capital  Contributions  to   the
Partnership shall be deemed asset of the Partnership for any purpose  by
any creditor or other third party, nor may such rights or obligations be
sold,  transferred  or  assigned  by  the  Partnership  or  pledged   or
encumbered by the Partnership to secure any debt or other obligation  of
the  Partnership  or  of  any  of the Partners.   Without  limiting  the
generality  of  the foregoing, a deficit capital account  of  a  Partner
shall  not be deemed to be a liability of such Partner nor an  asset  or
property of the Partnership.

           2.7   Third  Party  Financing.  Except as otherwise  provided
herein  to the contrary, the Partnership may obtain, on its own  behalf,
upon  the approval of the Executive Committee, all additional money  and
funds necessary, at any time, to develop, construct, acquire and operate
the  Partnership Assets.  No Partner or Affiliate of a Partner shall  be
required to guaranty or make any other financial commitment with respect
to  any  debt  or  other obligation of the Partnership.   The  Operating
Committee shall use commercially reasonable efforts to obtain, on behalf
of  the  Partnership, all additional money and funds necessary,  at  any
time,  to conduct the business of the Partnership that cannot be  funded
through the resources of the Partnership.


                                ARTICLE 3

                              Distributions

          3.1  Distributions.  As soon as practicable after the approval
by  the Executive Committee of the quarterly statements of Net Cash Flow
prepared  and  delivered pursuant to Section 4.3, the Partnership  shall
distribute such portion of the Net Cash Flow of the Partnership for  the
quarterly  period  covered  by  each such  statement  as  the  Executive
Committee  or  Operating Committee may elect to distribute (which  shall
not,  in  any event, equal less than ninety percent (90%) of  the  total
Funds  From  Operations for such quarterly period), to the Partners  pro
rata  in  accordance with their respective Percentage Interests, subject
to  the alternative allocations set forth in Section 2.4(b) in the event
that a Default Loan is then outstanding.  Notwithstanding the foregoing,
the  Executive  Committee shall approve for each period  a  distribution
sufficient to satisfy the requirements of Section 5.6(f) hereof.

           3.2   Distributions  after Dissolution.  Notwithstanding  the
provisions of Section 3.1 to the contrary, all distributions of Net Cash
Flow  to be made from and after the dissolution of the Partnership shall
be made in accordance with the provisions of Article 10.
<PAGE> 10
           3.3   Timing  of  Distributions Among  Partners.   Except  as
provided  in Section 6.3, all distributions of cash shall be distributed
to the Persons who are Partners on the day such distribution is made.


                                ARTICLE 4

            Allocations and Other Tax and Accounting Matters

           4.1  Allocations.  The Net Income, Net Loss and/or other  Tax
Items  of  the Partnership shall be allocated pursuant to the provisions
of the Allocations Exhibit.

           4.2   Accounting,  Books and Records.  The Partnership  shall
maintain  or cause to be maintained at its Principal Office  (with  full
and  complete  copies thereof to be delivered to and maintained  at  the
offices  of  the  Simon DeBartolo Group at 115 West  Washington  Street,
Indianapolis,  Indiana  46204)  separate  books  of  account   for   the
Partnership which shall show a true and accurate record of all costs and
expenses incurred, all charges made, all credits made and received,  and
all  income  derived in connection with the operation of the Partnership
business  in  accordance with generally accepted  accounting  principles
consistently  applied  and,  to the extent  inconsistent  therewith,  in
accordance  with this Agreement.  The Partnership shall use the  accrual
method  of accounting in preparation of its annual reports and  for  tax
purposes  and shall keep its book accordingly.  Each Partner  shall,  at
its  sole  expense, have the right, at any time, without notice  to  any
other  Partner, to examine, copy, and audit the Partnership's books  and
records during normal business hours.


          4.3  Reports.

                (a)   In  General.   The Operating  Committee  shall  be
responsible  for the preparation of financial reports of the Partnership
and  the  coordination of financial matters of the Partnership with  the
Accountants.

                (b)   Reports.  Within sixty (60) days after the end  of
each  Fiscal Year and within thirty (30) days after the end of  each  of
the  first three (3) fiscal quarters, and within thirty (30) days  after
the end of each calendar month, the Operating Committee shall cause each
Executive  Committee Member to be furnished with a copy of  the  balance
sheet  of  the Partnership as of the last day of the applicable  period,
and  a  statement of income or loss for the Partnership for such period.
In  addition, concurrently with the delivery of the quarterly and  year-
end  financial  statements referred to in the  preceding  sentence,  the
Operating  Committee shall cause each Executive Committee Member  to  be
furnished  with  a copy of a statement setting forth the calculation  of
the  Net Cash Flow (if any) for such prior quarterly period, and setting
forth  the calculation of all amounts to be distributed to the  Partners
pursuant  to  Section 3.1 or Section 10.2, as the case may  be.   Annual
statements  shall  also  include a statement of  the  Partners'  Capital
<PAGE> 11
Accounts  and  changes therein for such Fiscal Year.  Annual  statements
shall  be audited by the Accountants, and shall be in such form as shall
enable the Partners to comply with all reporting requirements applicable
to  either of them or their Affiliates under the Securities Exchange Act
of  1934,  as  amended.  All quarterly and annual  statements  shall  be
subject to the approval of the Executive Committee, and no action  shall
be  taken with respect thereto until such approval has been given.   The
Operating Committee shall also cause to be prepared such reports  and/or
information  as  are  necessary for the Partners  (or  any  Persons  who
directly or indirectly own interests in the Partners) to determine their
qualification  as a REIT and their compliance with all  requirements  to
qualify  as  a  REIT  or  as  may  be required  by  any  lender  of  the
Partnership.

           4.4  Tax Returns; Information.  The Operating Committee shall
arrange  for the preparation and timely filing of all income  and  other
tax  returns of the Partnership.  Within ninety (90) days after the  end
of each Fiscal Year, the Operating Committee shall cause the Accountants
to  prepare the Partnership's tax returns for approval and execution  by
the  Operating Committee.  The Operating Committee shall furnish to each
Partner  a copy of each approved return, together with any schedules  or
other information which each Partner may require in connection with such
Partner's  own tax affairs.  The Partnership shall be treated and  shall
file  its  tax returns as a partnership for federal, state and municipal
income  tax  and other tax purposes.  Upon request of any  Partner,  any
elections  made pursuant to this Agreement under the provisions  of  the
Code  or  similar  provisions hereafter enacted shall  be  evidenced  by
appropriate filings with the Internal Revenue Service on behalf  of  the
Partnership.

           4.5   Special  Basis  Adjustment.   In  connection  with  any
Transfer  of  a  Partnership Interest permitted  under  Article  6,  the
Operating Committee shall cause the Partnership, at the written  request
of  the transferor or the Transferee, but only upon the approval of  the
General  Partners, on behalf of the Partnership and at the time  and  in
the  manner  provided  in  Regulations Section 1.754-1(b),  to  make  an
election to adjust the basis of the Partnership's property in the manner
provided  in Sections 734(b) and 743(b) of the Code, and the  Transferee
shall pay all costs incurred by the Partnership in connection therewith,
including reasonable attorneys' and accountants' fees.

           4.6   Tax Matters Partner.  MSPE is specially authorized  and
appointed to act as the "Tax Matters Partner" under the Code and in  any
similar  capacity under state or local law; provided, however,  that  it
shall  exercise its authority in such capacity subject to all applicable
terms and limitations set forth in this Agreement.  Notwithstanding  the
foregoing, the Tax Matters Partner shall not, without the prior  written
approval  of  the  other General Partner, (i) make any tax  election  on
behalf  of  the  Partnership, (ii) take any action with respect  to  any
federal,  state or local contest of any partnership item (as defined  in
Section  6231(a)(7)  of  the  Code  (or  any  successor  thereto)   (and
comparable  provisions  of  state and local  income  tax  laws)  of  the
Partnership, or (iii) take any action with respect to any audit  of  any
federal, state or local income tax return or income tax report filed  by
or on behalf of the Partnership.
<PAGE> 12

                                ARTICLE 5

                               Management

           5.1  Executive Committee.  The Partnership shall at all times
have an executive committee (the "Executive Committee") composed of  two
individuals (the "Executive Committee Members") who shall vote on  Major
Decisions and oversee the performance of the Operating Committee.

               (a)  Membership and Voting.

                     (i)   Membership.   The  Executive  Committee  will
     consist  of  two  (2)  Executive Committee Members,  with  one  (1)
     Executive  Committee  Member appointed  by  each  General  Partner.
     Concurrently with the execution and delivery of this Agreement, the
     General  Partners  have notified one another in  writing  of  their
     respective  initial  appointed Executive  Committee  Member.   Each
     General  Partner  may, at any time, appoint an alternate  Executive
     Committee  Member  by  prior written notice to  the  other  General
     Partner's  appointed Executive Committee Member and such alternates
     will  have  all  the  powers, authority and  duties  of  a  regular
     Executive Committee Member in the absence or inability of a regular
     Executive  Committee Member to serve.  In no event, however,  shall
     the  other  Executive Committee Member be under any  obligation  to
     make  inquiries  as to, or verify or confirm, any such  absence  or
     inability  to  serve  of a regular Executive Committee  Member,  it
     being  understood  and agreed that the Executive Committee  Members
     shall  be  entitled to rely upon and accept an alternate  Executive
     Committee Member's assertion of the absence or inability  to  serve
     of  the  regular  Executive  Committee Member  in  question.   Each
     General  Partner  shall  cause  its appointed  Executive  Committee
     Member and alternate Executive Committee Member to comply with  the
     terms  of this Agreement.  Each General Partner will have the power
     to  remove  its  Executive Committee Member or alternate  Executive
     Committee  Member appointed by it by written notice  to  the  other
     General  Partner's Executive Committee Member.   Vacancies  on  the
     Executive  Committee will be filled by appointment by  the  General
     Partner  that  appointed the Executive Committee Member  previously
     holding the position that is then vacant.  The General Partners may
     mutually  agree to increase or decrease the size of  the  Executive
     Committee  proportionately,  from time  to  time.   Notices  to  an
     Executive  Committee  Member shall be delivered  to  such  Person's
     attention  at the address set forth in Section 2.1 for the  General
     Partner that appointed such Executive Committee Member, and in  the
     manner prescribed in Section 11.1.  No appointment or removal by  a
     General  Partner  of  an Executive Committee  Member  or  alternate
     Executive Committee Member shall be effective until written  notice
     of  such  action is received or deemed received pursuant to Section
     11.1  by  the  Executive  Committee Member  of  the  other  General
     Partner.  Each General Partner, its Limited Partner affiliate,  and
     its  respective Executive Committee Member and alternate  Executive
     Committee  Member,  when dealing with the other  General  Partner's
<PAGE> 13
     respective  Executive  Committee  Member  and  alternate  Executive
     Committee Member, (i) shall be entitled to rely upon and accept the
     written  act,  approval, consent or vote  of  each  of  such  other
     General  Partner's  then-appointed Executive Committee  Member  and
     alternate  Executive Committee Member, and (ii) shall be  under  no
     obligation to make any inquiries in order to verify or confirm  any
     of such written acts, approvals, consents or votes.

                (ii) Voting.  Each Executive Committee Member shall have
     one  vote on any decision of the Executive Committee.  An Executive
     Committee  Member  may  give a written proxy to  another  Executive
     Committee  Member  to  vote  on such Executive  Committee  Member's
     behalf  in  such Executive Committee Member's absence.   Except  as
     expressly provided to the contrary in this Agreement, all  actions,
     decisions,  capital calls, determinations, waivers,  approvals  and
     consents  to be taken or given by the Executive Committee  must  be
     unanimously approved by the Executive Committee Members (whether or
     not present at the meeting at which such vote occurs).

               (b)  Meetings of the Executive Committee; Time and Place.
Unless otherwise agreed by the Executive Committee, regular meetings  of
the  Executive Committee shall be held no less often than  quarterly  at
such  time and at such place as the Executive Committee shall determine.
At  such regular meetings, the Operating Committee shall report  on  the
financial performance and condition of the Partnership on a year-to-date
basis (including cash flows, reserves, outstanding loans, and compliance
efforts), progress on capital projects, material contracts entered into,
material litigation, marketing and leasing efforts, deviations from  any
Budget  and such other matters relevant to the management and  operation
of  the  Partnership  and  the  Properties.   Special  meetings  of  the
Executive Committee shall be held on the call of any Executive Committee
Member; provided that at least three (3) business days' notice is  given
to  all  Executive  Committee Members (unless  written  waiver  of  this
requirement by all Executive Committee Members is obtained).   A  quorum
for  any Executive Committee meeting shall consist of not less than  two
(2)  Executive Committee Members (one appointed by each General Partner)
present either in person or by proxy.  The Executive Committee may  make
use  of  telephones  and  other electronic  devices  to  hold  meetings;
provided  that  the  Executive Committee Members participating  in  such
meeting can hear one another.  The Executive Committee may act without a
meeting  if the action taken is reduced to writing and approved  by  the
Executive  Committee in accordance with the other voting  provisions  of
this  Agreement.  Written minutes shall be taken at each meeting of  the
Executive Committee.  However, any action taken or matter agreed upon by
the  Executive Committee shall be deemed final, whether or  not  written
minutes are ever prepared or finalized.

                (c)  Major Decisions.  No action shall be taken, no  sum
shall  be  expended and no obligation shall be incurred by the Operating
Committee  or  any Property Manager with respect to any matter affecting
the   Partnership  which is within the scope of a Major Decision  unless
such  Major Decision shall have been approved by the Executive Committee
in advance in writing.  A "Major Decision" shall mean any decision:
<PAGE> 14
                     (i)   to  sell,  assign, transfer, exchange,  grant
     easements  over,  or otherwise convey or dispose  of,  any  of  the
     Partnership  Properties,  or any portion thereof  or  any  material
     interest  therein, or to lease or license the Partnership's  entire
     interest in any of the Partnership Properties ;

                     (ii)  to  acquire any Partnership Property  or  any
     option  or  interest therein, and to appoint the  Property  Manager
     with respect to each such Partnership Property;

                     (iii)      to  approve or make any  change  to  any
     Budget  or  marketing  plan  for the  Partnership  or  any  of  the
     Partnership Properties;

                    (iv) to amend this Agreement ;

                    (v)  to borrow money or to apply for, execute, grant
     or modify any mortgage, pledge, deed of trust, financing statement,
     encumbrance or other hypothecation or security agreement  affecting
     the  Partnership  Assets or  any portion thereof  or  any  interest
     therein, except as otherwise may be provided in an approved Budget;

                      (vi)   to  approve  proposals  submitted  to,   or
     agreements  entered into, or to authorize or give any consent  with
     respect  to  any  matter  relating to zoning,  rezoning  variances,
     compliance  with  environmental laws, subdivision, modification  of
     development  rights  or  other land use matters  which  affect  the
     Partnership or any of the Partnership   Properties;

                    (vii)     to select and retain the Accountants;

                    (viii)    to approve the Partnership's  tax returns,
     or  to  make proposals to or to conduct any actions, litigation  or
     other activities with federal or state taxing authorities;

                     (ix)  to  change  or permit to be  changed  in  any
     substantial  way the accounting process and procedures employed  in
     keeping the books of account or preparing financial statements with
     respect to the operation or management of the  Partnership pursuant
     to this Agreement;

                    (x)  to compromise or settle any claim for insurance
     proceeds, or any claim for payment of awards or damages arising out
     of  the  exercise  of eminent domain by any public or  governmental
     authority;

                     (xi)  to make, execute or deliver on behalf of  the
     Partnership  any assignment for the benefit of creditors;
<PAGE> 15
                     (xii)      to dissolve, terminate or liquidate  the
     Partnership,   or   to  petition  a  court  for  the   dissolution,
     termination or liquidation of the Partnership, except in accordance
     with this Agreement;

                     (xiii)    to cause the Partnership, or any  of  the
     Partnership   Properties  to be subject to  the  authority  of  any
     trustee,  custodian or receiver or to be subject to any  proceeding
     for    bankruptcy,    insolvency,   reorganization,    arrangement,
     readjustment of debt, relief of debtors, or similar proceedings;

                     (xiv)      to obligate the Partnership as a surety,
     guarantor, indemnitor or accommodation party to any obligation;

                     (xv) to enter into, terminate, accept the surrender
     of,  modify,  amend,  supplement, or give  any  material  approval,
     consent  or waiver on behalf of the Partnership under the  Purchase
     Agreement  or  any of the loan documents relating to  the  Existing
     Financing; or

                     (xvi)     to take any other action or decision that
     this  Agreement provides may only be taken or made by the Executive
     Committee.

           5.2   No Individual Authority.  Except as otherwise expressly
provided  in  this Agreement, no Partner, acting alone, shall  have  any
authority  to  act  for,  or  undertake  or  assume  any  obligation  or
responsibility on behalf of, any other Partner or the Partnership.

           5.3  Operating Committee.  Unless otherwise agreed to by  the
General  Partners,  the management of the Partnership,  subject  to  the
restrictions on its authority set forth in Section 5.1, shall be  vested
in  the operating committee (the "Operating  Committee").  The Operating
Committee shall be composed of two individuals (the "Operating Committee
Members")  who  shall  vote on all management  issues  relating  to  the
business and operations of the Partnership.

               (a)  Membership and Voting.

                     (i)   Membership.   The  Operating  Committee  will
     consist  of  two  (2)  Operating Committee Members,  with  one  (1)
     Operating  Committee  Member appointed  by  each  General  Partner.
     Concurrently with the execution and delivery of this Agreement, the
     General  Partners  have notified one another in  writing  of  their
     respective  initial  appointed Operating  Committee  Member.   Each
     General  Partner may, at any time, appoint one of its employees  as
     an  alternate Operating Committee Member by prior written notice to
     the  other  General Partner's appointed Operating Committee  Member
     and  such alternates will have all the powers, authority and duties
     of a regular Operating Committee Member in the absence or inability
     of  a  regular Operating Committee Member to serve.  In  no  event,
     however,  shall the other Operating Committee Member be  under  any
     obligation to make inquiries as to, or verify or confirm, any  such
     absence  or  inability  to serve of a regular  Operating  Committee
<PAGE> 16
     Member, it being understood and agreed that the Operating Committee
     Members  shall  be  entitled to rely upon and accept  an  alternate
     Operating  Committee Member's assertion of the absence or inability
     to  serve  of  the regular Operating Committee Member in  question.
     Each  General Partner shall cause its appointed Operating Committee
     Member and alternate Operating Committee Member to comply with  the
     terms  of this Agreement.  Each General Partner will have the power
     to  remove  its  Operating Committee Member or alternate  Operating
     Committee  Member appointed by it by written notice  to  the  other
     General  Partner's Operating Committee Member.   Vacancies  on  the
     Operating  Committee will be filled by appointment by  the  General
     Partner  that  appointed the Operating Committee Member  previously
     holding the position that is then vacant.  The General Partners may
     mutually  agree to increase or decrease the size of  the  Operating
     Committee  proportionately,  from time  to  time.   Notices  to  an
     Operating  Committee  Member shall be delivered  to  such  Person's
     attention  at the address set forth in Section 2.1 for the  General
     Partner that appointed such Operating Committee Member, and in  the
     manner prescribed in Section 11.1.  No appointment or removal by  a
     General  Partner  of  an Operating Committee  Member  or  alternate
     Operating Committee Member shall be effective until written  notice
     of  such  action is received or deemed received pursuant to Section
     11.1  by  the  Operating  Committee Member  of  the  other  General
     Partner.  Each General Partner, its Limited Partner affiliate,  and
     its  respective Operating Committee Member and alternate  Operating
     Committee  Member,  when dealing with the other  General  Partner's
     respective  Operating  Committee  Member  and  alternate  Operating
     Committee Member, (i) shall be entitled to rely upon and accept the
     written  act,  approval, consent or vote  of  each  of  such  other
     General  Partner's  then-appointed Operating Committee  Member  and
     alternate  Operating Committee Member, and (ii) shall be  under  no
     obligation to make any inquiries in order to verify or confirm  any
     of such written acts, approvals, consents or votes.

                     (ii) Voting.  Each Operating Committee Member shall
     have  one  vote  on  any decision of the Operating  Committee.   An
     Operating  Committee  Member may give a written  proxy  to  another
     Operating  Committee Member or any Partner's employee  to  vote  on
     such   Operating  Committee  Member's  behalf  in  such   Operating
     Committee  Member's absence.  Except as expressly provided  to  the
     contrary in this Agreement, all actions, decisions, capital  calls,
     determinations,  waivers, approvals and consents  to  be  taken  or
     given  by  the Operating Committee must be unanimously approved  by
     the  Operating  Committee Members (whether or not  present  at  the
     meeting at which such vote occurs).

                (b)   Reports  and Meetings of the Operating  Committee;
Time  and  Place.  The Operating Committee shall report to the Executive
Committee  on  activities  undertaken by  the  Operating  Committee,  as
required  by  the  Executive  Committee  and  this  Agreement.    Unless
otherwise  agreed by the Operating Committee, regular  meetings  of  the
Operating Committee shall be held monthly at such time and at such place
as  the  Operating Committee shall determine.  Special meetings  of  the
Operating Committee shall be held on the call of any Operating Committee
<PAGE> 17
Member; provided that at least three (3) business days' notice is  given
to  all  Operating  Committee Members (unless  written  waiver  of  this
requirement by all Operating Committee Members is obtained).   A  quorum
for  any Operating Committee meeting shall consist of not less than  two
(2)  Operating Committee Members (one appointed by each General Partner)
present either in person or by proxy.  The Operating Committee may  make
use  of  telephones  and  other electronic  devices  to  hold  meetings;
provided  that  the  Operating Committee Members participating  in  such
meeting can hear one another.  The Operating Committee may act without a
meeting  if the action taken is reduced to writing and approved  by  the
Operating  Committee in accordance with the other voting  provisions  of
this  Agreement.  Written minutes shall be taken at each meeting of  the
Operating Committee.  However, any action taken or matter agreed upon by
the  Operating Committee shall be deemed final, whether or  not  written
minutes  are  ever prepared or finalized.  Operating Committee  meetings
may  be  attended by persons other than the Operating Committee  Members
(including other employees of the Partners and their Affiliates).

                (c)   Duties of the Operating Committee.  The  Operating
Committee shall be generally responsible for overseeing and managing the
day-to-day  business,  operations and affairs  of  the  Partnership  and
carrying out the duties delegated to it by the Executive Committee,  and
shall  have fiduciary responsibility for the safekeeping and use of  all
funds  and  assets of the Partnership, whether or not in  its  immediate
possession or control.  The Operating Committee may, in carrying out its
duties,  defend  against  lawsuits or other judicial  or  administrative
proceedings  brought against the Partnership, provided that it  promptly
notifies  the  Executive Committee of such action.   The  funds  of  the
Partnership shall not be commingled with the funds of any other  Person,
and the Operating Committee shall not employ, or permit any other Person
to  employ,  such  funds in any manner except for  the  benefit  of  the
Partnership.   The bank accounts of the Partnership shall be  maintained
in  such banking institutions as are approved by the Operating Committee
and  withdrawals shall be made only in the regular course of Partnership
business and as otherwise authorized in this Agreement on such signature
or  signatures as the Operating Committee may determine.  The  Operating
Committee shall also have the duties imposed upon it elsewhere  in  this
Agreement.  The Operating Committee shall devote sufficient time, effort
and  managerial  resources  to the business of  the  Partnership  as  is
reasonably required to fulfill its obligations hereunder.

           5.4   Warranted Reliance by Executive Committee  Members  and
Operating  Committee Members on Others.  In exercising  their  authority
and   performing  their  duties  under  this  Agreement,  the  Executive
Committee Members and the Operating Committee Members shall be  entitled
to  rely  on  information,  opinions,  reports,  or  statements  of  the
following persons or groups unless they have actual knowledge concerning
the matter in question that would cause such reliance to be unwarranted:

                (a)   one  or  more agents of the Partnership  whom  the
Executive  Committee Member or Operating Committee Member, as  the  case
may  be, reasonably believes to be reliable and competent in the matters
presented; and
<PAGE> 18
                (b)  any attorney, public accountant, or other person as
to  matters which the Executive Committee Member or Operating  Committee
Member,  as  the  case may be, reasonably believes  to  be  within  such
person's professional or expert competence.

          5.5   Intentionally Omitted.

           5.6   REIT  Status.   The  Partners hereby  acknowledge  that
Macerich  and SDG (and/or certain Persons directly or indirectly  owning
interests in Macerich or SDG) are and intend to qualify at all times  as
a  REIT,  and  that  each such Partner's or other  Person's  ability  to
qualify  as  such  will  depend  principally  upon  the  nature  of  the
Partnership's   operations.  Accordingly, the  Partnership's  operations
shall  be  conducted at all times in a manner that will enable  each  of
Macerich,  SDG and each Person owning, directly or indirectly, interests
in  either  Macerich or SDG to satisfy all requirements for REIT  status
under  Sections  856  through  860  of  the  Code  and  the  regulations
promulgated  thereunder to the extent possible.  In furtherance  of  the
foregoing  (and  not in limitation thereof), notwithstanding  any  other
provision  herein to the contrary, the  Partnership shall  conduct   its
operations in accordance with the following provisions at all times:

                (a)   The Partnership  shall not render any services  to
any  lessee  or  sublessee or any customer thereof, either  directly  or
through  an  "independent  contractor" within  the  meaning  of  Section
856(d)(3) of the Code, if the rendering of such services shall cause all
or  any part of the rents received by the Partnership to fail to qualify
as  "rents  from real property" within the meaning of Section 856(d)  of
the Code;

                (b)    The  Partnership   shall  not  own,  directly  or
indirectly  (taking into account the attribution rules  referred  to  in
Section  856(d)(5) of the Code), in the aggregate 10%  or  more  of  the
total  number  of shares of all classes of stock, 10%  or  more  of  the
voting power of all classes of voting stock or 10% or more of the assets
or  net profits of any lessee or sublessee of all or any part of any  of
the Properties or any Partnership Property;

                (c)  No lease or sublease of any space at the Properties
shall  provide for any rent based in whole or in part on the "income  or
profits" within the meaning of Section 856(d)(2)(A) of the Code  derived
by any lessee or sublessee;

                (d)  The  Partnership shall not own more than 10% of the
outstanding  voting  securities of any one  issuer  (as  determined  for
purposes of Section 856(c)(5)(B) of the Code);

                (e)   Neither the Partnership nor any Partner shall take
any  action  (or fail to take any action permitted under this Agreement)
that   would   otherwise   cause   the  Partnership's   and   Underlying
Partnership's gross income to consist of more than one percent  (1%)  of
income  not described in Section 856(c)(2) of the Code or more than  ten
percent (10%) of income not described in Section 856(c)(3) of the  Code,
or  cause any significant part of the  Partnership Assets to consist  of
<PAGE> 19
assets  other  than "real estate assets" within the meaning  of  Section
856(c)(6)(B) of the Code;

                (f)   The  Partnership shall distribute to the  Partners
during  each  Fiscal  Year an amount of cash such that  the  portion  so
distributed  will  equal  or exceed 100% of the  amount  of  Partnership
taxable   income,  if  any,  to  be  allocated  to  Macerich  and   SDG,
respectively, with respect to such Fiscal Year distributed at the  times
required  to prevent the imposition of an excise tax under Section  4981
of   the   Code;   provided,  however,  that  if  each  such   Partner's
distributable  share  of any Net Cash Flow of the  Partnership  and  its
distributable share of any funds maintained in the Partnership  reserves
are  insufficient  to meet the aforesaid distribution  requirement  with
respect  to such Partner, then the Partnership shall have satisfied  the
foregoing  distribution requirement with respect to  such  Partner  upon
distributing to it such distributable share of Net Cash Flow  and  funds
maintained  in  the  Partnership  reserves.   In  no  event  shall   the
Partnership  be required to borrow funds, or any Partner be required  to
contribute  funds to the Partnership, in order to permit the Partnership
to  satisfy  the foregoing distribution requirement.  In no event  shall
the  foregoing  provisions of this subsection (f) adversely  affect  the
allocation  of, and Percentage Interest in, Net Cash Flow of  any  other
Partner.

               (g)   The Partnership shall not engage in any "prohibited
transactions"  within  the meaning of Section 857(b)(6)(B)(iii)  of  the
Code.

The  Partners  hereby  acknowledge that the foregoing  are  the  current
guidelines  applicable to the qualification of REITs.   If  and  to  the
extent that any of the requirements to qualify for REIT status shall  be
changed,  altered, modified or added to, then such changes, alterations,
modifications or additions, as applicable, shall be deemed  incorporated
herein,  and this Section 5.6 shall be deemed to be amended and modified
as  necessary  to incorporate such changed, altered, modified  or  added
REIT requirements.

          5.7  Budgets.

                (a)   Preparation and Approval.  As soon  as  reasonably
possible  hereafter, the Operating Committee shall prepare (or cause  to
be  prepared)  and  submit to the Executive Committee  for  approval  an
interim  operating budget (each an "Interim Operating Budget")  for  the
management,  leasing and operation of each Partnership Property  through
the end of Fiscal Year 1998.  At least forty-five (45) days prior to the
beginning of each Fiscal Year, the Operating Committee shall prepare and
submit  to the Executive Committee for approval a proposed budget  (each
an  "Annual Budget") for the management, leasing and operation  of  each
Partnership  Property for the next Fiscal Year.  The  Interim  Operating
Budgets  and  Annual  Operating Budgets shall sometimes  hereinafter  be
collectively referred to individually as a "Budget" and collectively  as
the  "Budgets".   The Executive Committee may approve or disapprove  the
entire  Budget or certain cost items or categories of each  Budget.   If
the  Executive  Committee disapproves any Budget or  any  cost  item  or
category  thereof, the Operating Committee shall meet  within  five  (5)
business  days after the Executive Committee's disapproval and  seek  in
<PAGE> 20
good  faith  to  agree upon an acceptable revision to  such  disapproved
Budget(s)  or cost item or category, as the case may be.  Once  revised,
each  such  disapproved  Budget shall be resubmitted  to  the  Executive
Committee  for  approval  and  such process  shall  continue  until  the
Executive Committee has approved a Budget for each  Partnership Property
for  the Fiscal Year in question.  Such Budgets will be prepared by  the
Operating  Committee  and approved by the Executive  Committee  in  good
faith   based  upon  estimates  taking  into  account  the  most  recent
information  then available to the Operating Committee.   The  Operating
Committee  shall  update each Budget no less frequently than  quarterly,
and  shall  promptly  submit  any proposed  revisions  to  such  Budgets
resulting  from such updates to the Executive Committee for approval  in
the manner provided above for approval of the original Budgets.

                 (b)    Operations.   The  approved  Budget   for   each
Partnership  Property  shall be submitted to the  Property  Manager  for
such  Partnership Property for implementation.  The Operating  Committee
and  Property Managers shall manage and operate each Property  and  each
Partnership  Property consistent with the approved Budget  therefor  (as
may  be  updated  from  time to time in accordance with  subsection  (a)
above).   If  the Executive Committee has not approved a Budget  or  any
cost  item or category of any Budget prior to the beginning of the  next
Fiscal Year, the Operating Committee shall substitute the Budget or  the
actual  cost  of  such  disapproved item or  category  incurred  by  the
Partnership  during the preceding Fiscal Year, if any; provided that, if
any  such  item  or  category of expense is in  the  nature  of  utility
expenses,  personal  or real property taxes, insurance  expenses  to  be
incurred  in  accordance with Section 5.8 hereof, debt service  due  and
payable  under  any loan of the Partnership , or any payments  that  the
Partnership  is  required to make by law, then the  Operating  Committee
shall  substitute  the reasonably anticipated costs  of  such  items  or
categories  of expense (based on the previous year's bills therefor,  if
available).

          5.8  Insurance.

               (a)  Coverage.  The Operating Committee shall procure and
maintain,  or cause to be procured and maintained, insurance  sufficient
to  enable the Partnership  to comply with applicable laws, regulations,
and  contractual  requirements (including the  requirements  of  Persons
providing  financing to the  Partnership), including as a  minimum,  the
following:

                      (i)   Comprehensive  general  liability  insurance
     covering  each  Partnership Property in the amounts and upon  terms
     customary for businesses and assets comparable to such  Partnership
     Property, and otherwise satisfactory to the Executive Committee;

                     (ii)  With respect to completed improvements,  fire
     and  extended coverage insurance, and, whenever construction of any
     improvement  is  taking place, builders' risk  insurance,  in  each
     case,  on  a  replacement cost basis of not less than  one  hundred
     percent (100%) of the full replacement cost of such improvements;
<PAGE> 21
                      (iii)       Worker's  compensation  insurance   as
     required by law including employer's liability;

                     (iv)  Fidelity  insurance in an amount  to  protect
     against  losses  due  to employee dishonesty, theft  by  any  other
     Partnership  contractor, and mysterious disappearances; and

                     (v)   Such additional insurance against other risks
     of  loss to the Partnership  Properties as, from time to time,  may
     be required by any lender making a loan to the Partnership or which
     may be required by law.

                The  Operating  Committee shall  furnish  the  Executive
Committee,  no  less  frequently  than  annually,  a  schedule  of  such
insurance and copies of certificates evidencing the same.  The Executive
Committee must consent to the establishment or modification of any  self
insurance  or  deductibles which exposes the Partnership   to  uninsured
liability.  Each Partner shall be named as an additional insured to  the
Partnership's comprehensive general liability insurance policies.

           5.9   Unanimous  Consent.  Notwithstanding  anything  to  the
contrary  in  this  Agreement,  the  Partnership  may  take  any  action
contemplated  under this Agreement if approved by the unanimous  consent
of the General Partners.

          5.10 Indemnification.

                (a)   The  Partnership  shall,  to  the  fullest  extent
permitted by law, indemnify any and all Indemnitees from and against any
and  all  losses,  claims,  damages,  liabilities,  costs  and  expenses
(including  attorneys' fees and costs), judgments,  fines,  settlements,
and  other  amounts  arising from any and all claims, demands,  actions,
suits  or proceedings, civil, criminal, administrative or investigative,
that  relate to the operations of the Partnership as set forth  in  this
Agreement  in which any Indemnitee may be involved, or is threatened  to
be  involved,  as  a party or otherwise, unless it is established  that:
(i)  the  act or omission of the Indemnitee was material to  the  matter
giving  rise to the claim, demand, action, suit or proceeding and either
was  committed  in bad faith or was the result of active and  deliberate
dishonesty;  (ii) the Indemnitee actually received an improper  personal
benefit  in  money, property or services; or (iii) in the  case  of  any
criminal proceeding, the Indemnitee had reasonable cause to believe that
the  act or omission was unlawful.  Any indemnification pursuant to this
Section  5.10  shall  be  made only out of Partnership  Assets,  and  no
Partner  shall  be  required  to contribute  or  advance  funds  to  the
Partnership  to enable the Partnership to satisfy its obligations  under
this Section 5.10.

               (b)  Reasonable expenses incurred by an Indemnitee who is
a  party  to a proceeding shall be paid or reimbursed by the Partnership
in  advance  of the final disposition of the proceeding upon receipt  by
the  Partnership of (i) a written affirmation by the Indemnitee  of  the
Indemnitee's good faith belief that it is entitled to indemnification by
<PAGE> 22
the  Partnership pursuant to this Section 5.10(b) with respect  to  such
expenses and proceeding, and (ii) a written undertaking by or on  behalf
of  the  Indemnitee,  to  and in favor of the Partnership,  wherein  the
Indemnitee agrees to repay the amount if it shall ultimately be adjudged
not to have been entitled to indemnification under this Section 5.10.

                (c)   The indemnification provided by this Section  5.10
shall  be in addition to any other rights to which an Indemnitee or  any
other Person may be entitled under any agreement, as a matter of law  or
otherwise.

               (d)  The Partnership may purchase and maintain insurance,
on  behalf  of  the Indemnitees and such other Persons as  the  Partners
shall  mutually  determine, against any liability that may  be  asserted
against  or  expenses that may be incurred by such Person in  connection
with the Partnership's activities, regardless of whether the Partnership
would  have  the  obligation  to  indemnify  such  Person  against  such
liability under the provisions of this Agreement.

                (e)   The  provisions of this Section 5.10 are  for  the
benefit  of  the  Indemnitees,  their  heirs,  successors,  assigns  and
administrators  and  shall not be deemed to create any  rights  for  the
benefit of any other Persons.

           5.11  Compensation and Reimbursement.  The Partnership  shall
not  pay  a  Partner  or an Affiliate of a Partner  any  fees  or  other
compensation  except  as  set  forth in  this  Agreement  or  except  as
otherwise  agreed  by  the Executive Committee.   The  Partnership  will
reimburse a Partner and its Affiliates for all reasonable actual out-of-
pocket third party expenses incurred in connection with the carrying out
of  the duties set forth in this Agreement imposed upon such Partner  or
its  Affiliates,  provided such expenses are approved by  the  Executive
Committee  or  are reflected in a Budget that has been approved  by  the
Executive  Committee, in each case upon the presentation  of  reasonable
supporting documentation of the amount and purpose of such expenses.

           5.12 No Employees.  The Partnership shall not have employees.
Each  Partner  shall  be  solely responsible for  all  wages,  benefits,
insurance  and  payroll  taxes with respect to  any  of  its  respective
Executive  Committee  Members,  Operating  Committee  Members  or  other
employees.

          5.13 Personal Services Contract.  The Partners acknowledge and
agree  that  except  for  their respective  economic  interests  in  the
Partnership, each Partner's respective rights, powers and privileges  as
a  Partner  hereunder  shall be deemed to be in respect  of  a  personal
services  contract,  and  not an executory contract,  under  the  United
States  Bankruptcy  Code and any state insolvency  or  bankruptcy  laws.
Without  limitation on the foregoing, each Partner confirms  and  agrees
that  one  of  the major factors that caused the Partners to  form  this
Partnership and to enter into this Agreement was the personal trust  and
confidence  each  Partner reposed in the personal  services,  management
skills  and  business experience of the other Partner.  The Partners  do
not  desire to, and agree that they shall not be required to, accept the
<PAGE> 23
exercise  of  management  or control rights (including  rights  to  give
approvals  or consents under this Agreement) by any party other  than  a
Partner.  Accordingly, in the event of a Bankruptcy of a General Partner
or the withdrawal of a General Partner, such General Partner's Operating
Committee  Members and Executive Committee Members shall immediately  be
terminated and deemed removed from the Operating Committee and Executive
Committee,  respectively, and such General Partner shall have  no  right
whatsoever  to  participate  in  the  management  or  control   of   the
Partnership;  provided,  however, that such  General  Partner  shall  be
entitled  to  all  of  the  rights and benefits  of  an  assignee  of  a
partnership interest under the Act.

          5.14 Defaults and Remedies.

                (a)   Events of Default.  The occurrence of any  of  the
following  events by or with respect to a Partner of one Party  or  such
Party (the "Defaulting Party"; and the other Party shall be referred  to
herein  as a "Non-defaulting Party," provided that neither a Partner  of
the  other  Party  nor  the other Party itself is already  a  Defaulting
Party)  shall  be  a  default hereunder and  if  not  cured  within  the
applicable  notice and cure period provided below, if any, such  default
shall constitute an "Event of Default" hereunder:

                     (i)  The failure of a Partner or Party to make  any
     payment as required by this Agreement that is not cured within five
     (5) business days of written notice to such Partner or Party;

                     (ii)  The failure of a Partner or Party to  perform
     any of its other obligations under this Agreement or the breach  by
     a  Partner  or Party of any of the terms of this Agreement,  and  a
     continuation  of such failure or breach for more than  thirty  (30)
     days  after  notice  by a Non-defaulting Party  to  the  Defaulting
     Partner that such Defaulting Party has failed to perform any of its
     obligations  under, or has breached, this Agreement; provided  that
     if such failure or breach is of the nature that it can be cured but
     cannot reasonably be cured within such thirty (30) day period, such
     period shall be extended for up to an additional sixty (60) days so
     long as the Defaulting Party in good faith commences all reasonable
     curative efforts within ten (10) days of its receipt of such notice
     from  the  Non-defaulting  Party and diligently  and  expeditiously
     continues its curative efforts to completion; or

                     (iii)      The  occurrence  of  a  Bankruptcy  with
     respect to a Partner or the withdrawal by a Partner.

                (b)   Remedies.   Upon the occurrence of  any  Event  of
Default,  the Non-defaulting Party may elect to do one or  more  of  the
following:

                    (i)  Exercise its rights under Section 5.14(c);
<PAGE> 24
                     (ii)  Dissolve  the  Partnership  and  commence  to
     liquidate its assets as provided in Article 10;

                     (iii)      Enforce  any covenant by the  Defaulting
     Party  to advance money or to take or forbear from any other action
     hereunder; or

                     (iv)  Pursue  any  other remedy permitted  by  this
     Agreement or at law or in equity.

               (c)  Change of Governance of Partnership.  In addition to
any other rights or remedies which a Non-defaulting Party may have under
this  Agreement  or under applicable laws with respect to  an  Event  of
Default,  a  Non-defaulting Party shall have the option to exercise  the
rights  set  forth  below in this Section 5.14(c) in the  event  of  the
occurrence of any Event of Default.  Upon the occurrence of an Event  of
Default,  the General Partner of the Non-defaulting Party may elect,  by
giving written notice to the Defaulting Party, to assume the role of the
"Controlling Party" of the Partnership, and shall remain as such  unless
and  until (i) the Partners otherwise agree, (ii) such Controlling Party
is  removed  as  such  pursuant  to the  foregoing  provisions  of  this
Section  5.14(c) by reason of its having become a Defaulting  Party,  or
(iii) such Event of Default is cured.  During the period of time that an
Event of Default has occurred and is continuing, the General Partner  of
the  Controlling Party shall have the authority to take exclusive charge
and   control  of  the  Partnership  free  and  clear  of  any  and  all
restrictions  (including  any and all restrictions  set  forth  in  this
Article 5 and any and all consent, voting or approval rights granted the
Executive Committee, Operating Committee or any Partner, other than that
of  the Controlling Party) imposed by this Agreement, and the Defaulting
Party's  right to, acting alone, make certain decisions and take certain
actions  with respect to matters concerning the Partnership's management
agreements with the Non-defaulting Party (or its Affiliates) as provided
in  Section  5.5  shall  be suspended and the  General  Partner  of  the
Controlling  Party  shall  make all such decisions  and  take  all  such
actions thereunder.  The General Partner of the Controlling Party  shall
have  the  right  to  amend  any  fictitious  business  name  statement,
certificate  of  partnership, or any similar document  to  reflect  such
election and to provide that it is the sole Partner authorized  to  bind
the  Partnership, and to file or record any such amended  documents  and
change  the  Partnership's Principal Office,  and  each  Partner  hereby
grants  to  the General Partner of the Controlling Party its irrevocable
power  of  attorney  to do the same, which power of  attorney  shall  be
deemed  to be a power coupled with an interest which may not be  revoked
until the termination and winding up of the Partnership.  The provisions
of  this Section 5.14(c) shall take precedence over any provision to the
contrary set forth in this Agreement.

                (d)   Remedies Not Exclusive.  No remedy conferred  upon
the  Partnership  or any Partner in this Agreement  is  intended  to  be
exclusive  of  any other remedy herein or by law provided or  permitted,
but  rather each shall be cumulative and shall be in addition  to  every
other  remedy given hereunder or now or hereafter existing  at  law,  in
equity or by statute.
<PAGE> 25

                                ARTICLE 6

                         Transfers of Interests

          6.1  Restrictions on Transfers.

                (a)   Except as permitted in Section 6.1(b) or otherwise
expressly  permitted  or required by this Agreement,  no  Partner  shall
Transfer all or any portion of its Partnership Interest, and no  partner
or  other  controlling entity or Person of a Partner shall  directly  or
indirectly Transfer its ownership interest in such Partner or  take  any
action  which  would  have such an effect, without the  unanimous  prior
written  consent  of the Partners, which consent may be  withheld  by  a
Partner  in its sole and absolute discretion.  Any Transfer or attempted
Transfer by any Partner in violation of the preceding sentence shall  be
null and void and of no force or effect whatsoever.  Each Partner hereby
acknowledges the reasonableness of the restrictions on Transfer  imposed
by   this  Agreement  in  view  of  the  Partnership  purposes  and  the
relationship  of  the  Partners and the Partnership.   Accordingly,  the
restrictions   on  Transfer  contained  herein  shall  be   specifically
enforceable.  Each Partner hereby further agrees to hold the Partnership
and   each  Partner  wholly  and  completely  harmless  from  any  cost,
liability, or damage (including liabilities for income taxes  and  costs
of enforcing this indemnity) incurred by any of such indemnified Persons
as  a result of a Transfer or an attempted Transfer in violation of this
Agreement.

                (b)   Notwithstanding anything to the contrary contained
herein,  the following Transfers shall be permitted under this Agreement
without   any  consent  being  required  from  any  Partner  ("Permitted
Transfers"):

                    (i)  Any Transfer of the entire Partnership Interest
     to  an  Affiliate of the respective  Operating Partnership  or  the
     Partner, provided that the applicable   Operating Partnership has a
     direct  or indirect legal or beneficial ownership interest entitled
     to  receive at least 25% of the dividends, distributions  or  other
     cash proceeds of such Affiliate;

                     (ii)  Any  transaction involving (1) the  Transfer,
     issuance or redemption of stock or other equity securities  of  any
     direct  or indirect corporate partner of a Partner, whether or  not
     such  Transfer, issuance or redemption occurs on any  public  stock
     exchange,  (2)  the  Transfer,  issuance  or  redemption   of   any
     partnership units in the respective  Operating Partnership  or  the
     Partner,  or  (3)  the  direct or indirect  Transfer,  issuance  or
     redemption  of  limited  partnership  interests  in  any   Partner;
     provided that following any such transaction referred to in  (1)  -
     (3)  of  this  subsection (ii), the entire Partnership Interest  is
     owned by an Affiliate of the applicable  Operating Partnership  and
     the applicable  Operating Partnership continues to have a direct or
     indirect legal or beneficial ownership interest entitled to receive
     at least 25% of the dividends, distributions or other cash proceeds
     of such Affiliate.
<PAGE> 26
           6.2   Transferee Requirements.  In no event may  any  Partner
Transfer  its  Partnership Interest pursuant to the provisions  of  this
Article  6  or  otherwise (i) to any person who lacks the  legal  right,
power  or  capacity to own a Partnership Interest; (ii) in violation  of
any  provision of any mortgage or deed of trust (or note or bond secured
thereby)  constituting a lien against any Partnership  Property  or  any
part thereof, or of any other instrument, document or agreement to which
the  Partnership  is a party or otherwise bound; (iii) in  violation  of
applicable law; (iv) in the event such Transfer or issuance would  cause
any  Partner  who is a REIT (or any Person who, directly or  indirectly,
owns  an interest in any Partner who is a REIT) to cease to comply  with
the  requirements necessary to achieve REIT status; (v) if such Transfer
would  cause  a  termination of the Partnership for federal  income  tax
purposes or would cause a constructive distribution to any Partner or to
any partner of the Underlying Partnership under Section 752 of the Code;
(vi)  if  such  Transfer  would,  in  the  opinion  of  counsel  to  the
Partnership,  cause  the Partnership to cease  to  be  classified  as  a
partnership  for  federal income tax purposes; (vii)  if  such  Transfer
would  cause  the  Partnership to become, with respect to  any  employee
benefit  plan  subject  to  Title 1 of ERISA, a "party-in-interest"  (as
defined  in  Section  3(14)  of ERISA) or a  "disqualified  person"  (as
defined  in  Section 4975(c) of the Code); or (xiii)  if  such  Transfer
would,  in the opinion of counsel to the Partnership, cause any  portion
of  the  Partnership   Properties to constitute assets of  any  employee
benefit  plan  pursuant to the Department of Labor  Regulations  Section
2510.2-101.  As used in this Agreement, the term "Transferee" shall mean
any approved Transferee pursuant to Article 6 hereof.

          6.3  Partnership Interest Loans.

                (a)   General Loan Provisions.  Each Partner shall  have
the  right  to pledge its entire Partnership Interest, and the  proceeds
thereof  as  security for a loan or loans (or a guaranty of  a  loan  or
loans  to  its  partner or other controlling Entity or Person)  under  a
credit  facility  and  all  other obligations  under  the  related  loan
documents (collectively, a "Partnership Interest Loan Obligations")  and
to obtain such loan or loans secured by its Partnership Interest and the
proceeds  thereof  (all  loans  under a single  credit  facility  being,
collectively, a "Partnership Interest Loan") at any time during the term
of this Agreement upon the following terms and conditions:

                     (i)  there shall never be more than one Partnership
     Interest  Loan with respect to each Partner's Partnership  Interest
     outstanding at any time;

                     (ii) the Partnership Interest Loan Obligations  may
     be  secured by the Partner's Partnership Interest and the  proceeds
     thereof but shall not be secured by or in any way collateralized by
     any of the Properties;

                     (iii)      the Partnership Interest Loan  shall  be
     prepayable  in  full at any time, subject to customary  notice  and
     prepayment penalties;
<PAGE> 27
                     (iv) the Partner obtaining or guaranteeing any such
     Partnership Interest Loan shall pay each other Partner's reasonable
     attorneys' fees incurred in connection with the review of the  loan
     documents  for each such Partnership Interest Loan with respect  to
     the compliance of such loan documents with the conditions set forth
     in this Section 6.3;

                     (v)  At the time such Partnership Interest Loan  is
     incurred, no default or Event of Default by or with respect to  the
     Partner obtaining the Partnership Interest Loan shall have occurred
     and be continuing under this Agreement;

                      (vi)  The  lender  or  lenders  under  each   such
     Partnership  Interest Loan shall be a bank, or other  institutional
     lender,  provided that in the case of a Partnership  Interest  Loan
     made  by  more than one lender (or in which there are one  or  more
     participants), the Partners and the Partnership shall  be  entitled
     to  deal  only with an agent or other representative for  all  such
     lenders  (and  their participants, if any, or, in  the  case  of  a
     Partnership  Interest Loan held by a single lender in  which  there
     are  one or more participants, shall be entitled to deal only  with
     such lender) in connection with such Partnership Interest Loan  and
     any notice given to such representative (or lender) shall be deemed
     notice to all lenders and participants, and any consent or approval
     by  such  representative (or lender) shall be deemed given  by  all
     lenders and participants);

                     (vii)      The  other Partners shall be  reasonably
     satisfied that any loan by a Partner will not result in any adverse
     tax consequences to such Partners or the Partnership;

                     (viii)    Any loan must be an arm's length "bridge"
     or  other financing on terms customary for financings of that  type
     or otherwise reasonably acceptable to the other Partners;

                      (ix)   (a)  The  loan  documents  for  each   such
     Partnership  Interest Loan shall not include  terms  or  conditions
     which  unreasonably (taking into account what is then customary  in
     loan  documents  for  similar  loans  with  similar  lenders)   and
     adversely  impact the Partnership's, the Underlying  Partnership's,
     the  Partners' or any Property Manager's ability to operate, manage
     or lease any Property or any Partnership Property; and (b) the loan
     documents  for each such loan shall not include terms or conditions
     that  grant  the lender approval or consent rights with respect  to
     the  operation,  management  or leasing  of  any  Property  or  any
     Partnership  Property except, in the case of clauses  (a)  and  (b)
     immediately  above,  as  approved  by  the  other  Partners,  which
     approval shall not be unreasonably withheld;

                     (x)   The loan shall not include any participation,
     contingent  interest or equity conversion features  (provided  that
     the  foregoing  limitations shall not preclude the  calculation  or
     payment of any prepayment penalty based upon a yield maintenance or
<PAGE> 28
     similar formula); interest on the loan shall be payable on a  basis
     no less frequently than monthly (or, in the case of LIBOR loans, at
     the  end  of the interest period applicable thereto, but  not  less
     frequently than every three months);

                     (xi) A Partnership Interest Loan shall not cause  a
     default under any agreement to which the Partnership or the Partner
     incurring  or  guaranteeing  such Partnership  Interest  Loan  (the
     "Pledging  Partner") is a party or bound and the  Pledging  Partner
     shall  have obtained all third party consents to such loan required
     to be obtained by it;

                     (xii)     The loan documents shall provide that the
     lender  or  lenders  (or  such representative)  will  not  exercise
     remedies thereunder except after giving written notice to the other
     Partners  and  the  Partnership  of  any  default  under  the  loan
     documents  concurrently  with the giving  of  such  notice  to  the
     defaulting Partner; the Pledging Partner shall agree that the  loan
     documents  shall  not be amended, modified or supplemented  without
     the  other  Partners'  prior written consent;  and  the  lender  or
     representative shall, at any other Partner's request, enter into  a
     separate  agreement in form reasonably satisfactory to  such  other
     Partner, wherein the lender reasonably agrees to provide such other
     Partner and the Partnership with such notice; and

                     (xiii)    Neither the Person making the Partnership
     Interest  Loan,  nor  any  Person participating  in  a  Partnership
     Interest Loan, shall have made a loan to the Partnership or to  the
     Underlying Partnership or secured by any Partnership Assets or  any
     Underlying Partnership Assets.

                (b)  Within a reasonable time after receipt of a request
by  the Partner obtaining a Partnership Interest Loan accompanied  by  a
copy  of  the  related loan documents, the other Partners shall  certify
whether the Partnership Interest Loan and the loan documents relating to
such  Partnership Interest Loan comply with the conditions set forth  in
clauses (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) as to the
Partnership  only,  (xii)  and  (xiii) of  this  Section  6.3(a),  which
certification shall not be unreasonably withheld, and any such lender or
representative may conclusively rely on such certification.

                 (c)   The  Partnership  shall  notify  the  lender   or
representative  of  any  failure by the Pledging  Partner  to  make  any
payment  to the Partnership or to any other Partner required under  this
Agreement.  Notwithstanding anything herein to the contrary, the  lender
or  lenders under the Partnership Interest Loan (or such representative)
shall  have  the  right (but not the obligation) to  cure  such  default
within  30  days  after receipt of such notice by  making  such  payment
(which  shall have the same effect as if such payment had been  made  by
such Partner), and until the expiration of such 30 day period, the other
Partners  shall not exercise any of their rights and remedies  hereunder
or  under  the  Act with respect to such default and, if and  when  such
secured party makes the payment, such default shall be considered  cured
and shall cease to exist for all purposes of this Agreement and the Act.
<PAGE> 29
                (d)  Notwithstanding anything herein to the contrary, at
any time after the date on which the Partnership receives written notice
(a  "Partnership  Interest  Loan  Default  Notice")  from  a  lender  or
representative  that an "event of default" of the Pledging  Partner  has
occurred  and  exists under a Partnership Interest Loan and  instructing
the  Partnership to make all future distributions or other payments then
required  to  be  made  to the Pledging Partner  under  the  Partnership
Agreement  or  any  Default Loan to such lender or representative  until
further  notice from such lender or representative, such payments  shall
be  made to such lender or representative notwithstanding receipt by the
Partnership  or any other Partner of any notice by the Pledging  Partner
(or  any  trustee or other person acting on its behalf) to the contrary.
In  addition,  at  any  time  after the date on  which  the  Partnership
receives  a  Partnership Interest Loan Default  Notice  and  until  such
notice is rescinded by the lender or representative after all "events of
default"  of  the Pledging Partner have ceased to exist, the Partnership
shall  provide  to  the lender or representative under  the  Partnership
Interest Loan copies of all notices and reports being provided hereunder
or  under  the  Act  to the Pledging Partner and such other  information
regarding the Properties or the Partnership Property and the operations,
assets,  liabilities and business of the Partnership as  the  lender  or
representative may reasonably request.

                (e)   Upon  any  foreclosure of  the  security  interest
securing  any Partnership Interest Loan Obligations, or any transfer  in
lieu thereof, (i) the secured party, purchaser, transferee or a designee
thereof  shall  have  the rights of an "assignee"  of  such  Partnership
Interest under the Act, including, without limitation, all rights of the
Pledging  Partner to (A) share in profits and losses of the Partnership,
(B) receive distributions from the Partnership under Article 3 or 10  or
Section  7.3(b),  8.4 or 8.6(b) hereof or the other provisions  of  this
Agreement or the Act and (C) all other economic rights of such  Pledging
Partner with respect to the Partnership Interest (including the right to
receive  any  and all sale proceeds of the Partnership Interest  if  and
when  the Partnership Interest is sold in accordance with the provisions
of  this Agreement), and (ii) in all other respects the Pledging Partner
shall  continue as a Partner under this Agreement with all other  rights
hereunder  (including,  without limitation, the right  to  exercise  any
voting,  management or other consensual rights), unless  and  until  the
secured  party,  purchaser,  transferee or designee  is  admitted  as  a
substitute  Partner  pursuant to Section 6.4 at such  Person's  request.
Upon  satisfaction  by  such  secured party,  purchaser,  transferee  or
designee  of  the conditions set forth in Section 6.4, (i)  such  Person
shall be admitted as a Partner and (ii) the Pledging Partner shall cease
to  be  a Partner, in each case without the consent of any other Partner
or  other  Person being required.  Unless and until such secured  party,
purchaser,   transferee  or  designee  becomes  a  Partner  under   this
Agreement,  such secured party, purchaser, transferee or designee  shall
not  be  liable  for  any  of the liabilities  and  obligations  of  the
Partnership or such Pledging Partner, whether under this Agreement,  the
Act or otherwise, except as otherwise provided by law.

               (f)  Any partner or other controlling Person of a Partner
shall  be  entitled to grant a security interest to a lender or  lenders
(or representative) referred to in clause (vi) of Section 6.3(a) under a
Partnership Interest Loan in the direct or indirect ownership  interests
that  such  partner  or other Person holds from time  to  time  in  such
Partner  or the Partnership, provided that such security interest  shall
<PAGE> 30
not  be foreclosed (and no transfer in lieu thereof shall occur) at  any
time  prior  to foreclosure of the security interest in the  Partnership
Interest (or transfer in lieu thereof).

               (g)  Notwithstanding anything herein to the contrary, the
provisions of this Section 6 shall accrue to the benefit of all  lenders
and representatives under Partnership Interest Loans.

                (h)   Right of Purchase.  If any lender of a Partnership
Interest  Loan  or  any  third party (each a "Loan Default  Transferee")
should  become  an assignee of any Partner's Partnership Interest  as  a
result of a default under any such Partnership Interest Loan, whether by
or  through  foreclosure  of  its  security  interest  in  and  to  such
Partnership Interest, assignment-in-lieu thereof, or otherwise,  then  a
Partner of the other Party shall have a one-time right to purchase  from
the  Loan Default Transferee such assignee's interest in the Partnership
Interest  on the terms and conditions of this Section 6.3(h).  No  later
than  five  (5)  business days after its acquisition of such  assignee's
interest in the Partnership Interest, the Loan Default Transferee  shall
deliver  written  notice (the "Loan Default  Transfer  Notice")  to  the
other  Partners  notifying such other Partners of the transfer,  setting
forth such Loan Default Transferee's address for notices and stating the
credit  bid,  purchase  price or other amount paid  for  the  assignee's
interest  in  the  Partnership Interest (which amount  may  include  the
discharge of indebtedness in exchange therefor).  The other Partners may
then exercise its rights under this subsection (h) by delivering to  the
Loan  Default  Transferee,  within 30 days after  such  other  Partner's
receipt of the Loan Default Transfer Notice, written notice stating  its
intention  to  purchase  such  assignee's interest  in  the  Partnership
Interest.   The  purchase  price  for the  assignee's  interest  in  the
Partnership Interest shall equal the credit bid, purchase price or other
amount paid by such Loan Default Transferee for such assignee's interest
in  the  Partnership  Interest as stated in the  Loan  Default  Transfer
Notice,  plus  interest  thereon from the date  that  the  Loan  Default
Transferee  acquires title to the assignee's interest in the Partnership
Interest until the date that the sale of the assignee's interest in  the
Partnership Interest to the other Partner is consummated at the  default
rate  stated in the loan documents.  If any other Partner exercises  its
option  to purchase such assignee's interest in the Partnership Interest
hereunder  to  such other Partner or its designee, the transfer  of  the
assignee's  interest in the Partnership Interest to  the  other  Partner
shall  be  consummated no later than the sixtieth (60th) day  after  the
date  of  such Loan Default Transferee's receipt of the other  Partner's
written  notice exercising such purchase option.  The other Partner  may
designate  an  Affiliate  of  such Partner  as  the  purchaser  of  such
assignee's  interest in the Partnership Interest.  Upon the consummation
of  any  transfer  hereunder to such Partner or its designee,  the  Loan
Default  Transferee shall be released from any and all  obligations  and
liability  hereunder  except for obligations,  liabilities,  duties  and
rights  arising before such transfer which have not been  determined  or
ascertained as of the date of transfer.

           Upon  request  by  a Partner who is obtaining  a  Partnership
Interest Loan in accordance with the provisions of this Section 6.3, the
Partnership and the other Partners shall each execute and deliver to the
lender  or  representative  under such  Partnership  Interest  Loan,  in
<PAGE> 31
addition  to  the  certifications contemplated by Section  6.3(b),  such
agreements  and other documents as may be reasonably requested  by  such
lender   or  representative  in  connection  therewith,  provided   such
agreements  and  other documents are consistent with the  provisions  of
this Article 6.

           6.4   Admission  of Transferee as a Partner.   No  Transferee
pursuant  to  the  provisions of this Article 6  above  shall  become  a
substituted  Partner  until all of the following  conditions  have  been
satisfied, as applicable:

               (a)  A certified copy of the instrument of transfer shall
have  been  filed with the Partnership.  The Transferee shall  agree  in
writing  for the benefit of the Partnership to be bound by  all  of  the
terms  of  this Agreement and to assume and perform all obligations  and
duties  of the transferring Partner, and an executed, duplicate original
of said assumption shall be delivered to the Partnership.

                (b)   The  proposed  Partner  shall  have  executed  and
acknowledged  for  recordation an amendment to this  Agreement  and  the
Statement  of  Partnership  and  such other  instruments  as  the  other
Partners  may  reasonably  deem necessary or desirable  to  effect  such
admission or substitution.

                (c)  A transfer fee sufficient to cover all expenses  in
connection  with such assignment and substitution (including  reasonable
legal  and  accounting  fees) shall have been paid  to  the  Partnership
either by the Transferee or the transferring Partner.

                (d)   The  admission of a Transferee  as  a  substituted
Partner and any release of the transferring Partner shall not be a cause
for   dissolution   of  the  Partnership  under  the  Delaware   Uniform
Partnership  Act.   Each  Partner hereby  agrees  in  writing  that  the
Partnership shall continue after such admission.

           6.5  Allocations and Distributions Upon Transfers.  Upon  the
occurrence  of a Transfer during any Fiscal Year, Profits, Losses,  each
item  thereof,  and  all  other items attributable  to  the  Partnership
Interest  so  transferred  for such Fiscal Year  shall  be  divided  and
allocated between the transferring Partner and the Transferee by  taking
into  account  their  varying  interests  during  the  Fiscal  Year   in
accordance with Code Section 706(d), using any conventions permitted  by
law  and  selected  by the Operating Committee.  All  distributions  and
allocations  on or before the date of a Transfer shall be  made  to  the
transferring  Partner, and all distributions and allocations  thereafter
shall  be  made  to  the Transferee.  The Operating  Committee  and  the
Partnership  shall  incur  no  liability  for  making  allocations   and
distributions  in  accordance with the provisions of this  Section  6.5,
whether  or not the Operating Committee or the Partnership has knowledge
of any Transfer of ownership of any interest in the Partnership.
<PAGE> 32

                                ARTICLE 7

                                Buy-Sell

           7.1  Buy-Sell Offering Notice.  Either Party may exercise its
rights under this Article 7 at any time after a deadlock over a Buy-Sell
Major  Decision  relating  to one (1) of the  Underlying  Properties  or
Partnership  Properties (the "Subject Property") is not resolved  within
thirty (30) days after the Executive Committee meeting at which the same
is  voted  upon;  provided, however, that in the case of  an  Underlying
Property (i) such rights may only be exercised in connection with an in-
kind  distribution of such Underlying Property to the Partnership  under
Section  5.3  of the Underlying Partnership Agreement, and (ii)  in  the
event  of  any  such  in-kind distribution, the  Party  whose  Affiliate
elected  to cause such in-kind distribution shall be required to  become
the  Initiating Party with respect to such  Property hereunder.  At  any
such time, either Party (the "Initiating Party") may give written notice
(the  "Offering Notice") to the other Party (the "Responding Party")  of
its  intent  to  purchase all, but not less than  all,  of  the  Subject
Property.   The Offering Notice must be given within fifteen  (15)  days
after the expiration of the thirty (30) day period described immediately
above.  In such event, the provisions set forth in this Article 7  shall
apply.   The  Initiating Party shall specify in its Offering Notice  the
all  cash  purchase  price ("Purchase  Price") at which  the  Initiating
Party  would  be  willing  to purchase a fifty percent  (50%)  undivided
interest  in the Subject Property free and clear of all debt secured  by
mortgages, deeds of trust and other security instruments thereon  as  of
the date the Offering Notice is given ("Date of Value").  Once given, an
Offering  Notice may not be revoked or withdrawn by an Initiating  Party
without  the written consent of the Responding Party, which consent  may
be  withheld  in  its sole and absolute discretion.  In no  event  shall
either Party be permitted to give an Offering Notice initiating its buy-
sell rights under this Article 7 more often than once in any twelve (12)
successive month period.

           7.2   Exercise  of Buy-Sell.  Upon receipt  of  the  Offering
Notice, the Responding Party shall then be obligated either:

                (a)   To  consent to the sale of a fifty  percent  (50%)
undivided  interest in the Subject Property to the Initiating Party  for
the Purchase Price; or

               (b)  To purchase a fifty percent (50%) undivided interest
in the Subject Property for the Purchase Price.

The  Responding Party shall notify the Initiating Party of its  election
within thirty (30) days after the Date of Value.  Failure to give notice
within  the required time period shall be deemed consent to the sale  of
the  Subject  Property to the Initiating Party.  For  purposes  of  this
Article 7, the terms "Purchasing Party" and "Selling Party" shall  mean,
respectively, the Party who is obligated to purchase and the  Party  who
is  obligated  to sell a fifty percent (50%) undivided interest  in  the
Subject Property pursuant to either Section 7.2(a) or 7.2(b) (regardless
of which Party is the Initiating Party and which Party is the Responding
Party).
<PAGE> 33
          7.3  Closing.

                (a)   The Parties shall meet and exchange documents  and
pay  amounts due, and otherwise do all things necessary to conclude  the
transaction set forth herein at the closing of such purchase (the  "Buy-
Sell  Closing").  The Buy-Sell Closing shall occur at the office of  the
Purchasing  Party's  legal counsel at 9:00 a.m. on the  first  Wednesday
after the ninetieth (90th) day after the Date of Value unless the day is
a  Saturday, Sunday, or national or state holiday and, in that event, on
the  next business day.  At the Buy-Sell Closing, the Partnership  shall
distribute  to each of the Initiating Party and the Responding  Party  a
fifty  percent  (50%)  undivided  fee simple  interest  in  the  Subject
Property.  Immediately thereafter, the Purchasing Party  shall  purchase
the interest of the Selling Party in the Subject Property for cash in an
amount  equal  to  the Purchase Price.  At the Buy-Sell  Closing,  there
shall  be  delivered  to  the  Purchasing  Party  a  duly  executed  and
acknowledged  deed in such form as may be appropriate  and  required  to
legally transfer such fee simple title in and to the Subject Property to
the Purchasing Party, and shall also, upon the request of the Purchasing
Party,  concurrently therewith (or at any time and  from  time  to  time
thereafter) be executed, acknowledged and delivered such other documents
and  records as the Purchasing Party determines are reasonably necessary
or  desirable  to  conclude the Buy-Sell Closing and to  otherwise  vest
title  in and to the Subject Property in the Purchasing Party and  allow
the  Purchasing Party to develop, use, sell, rent, manage or operate the
Subject  Property (including, without limitation, assignments of leases,
reciprocal  easement  and  operating  agreements,  contracts,   personal
property  and  other rights or property of the Partnership necessary  or
useful  in  the  management  and operation  of  the  Subject  Property).
Additionally, the Selling Party shall execute, acknowledge  and  deliver
such other documents and records as the Purchasing Party determines  are
reasonably  necessary or desirable to provide the Purchasing Party  with
the same rights and interests in the Subject Property as were granted to
the  Selling Party by the Partnership.  The management agreement for the
Subject Property shall be immediately terminated effective as of the day
of  the Buy-Sell Closing.  Further, from and after the date of the  Buy-
Sell  Closing,  both  the  Partnership and the Selling  Party  shall  be
released  from  all obligations and liabilities accruing  in  connection
with the Subject Property, and the Purchasing Party shall indemnify  and
hold the Partnership and the Selling Party harmless from and against any
and all such obligations and liabilities accruing from and after the Buy-
Sell Closing.

                (b)   At  the  Buy-Sell Closing, each of the  Purchasing
Party and the Selling Party shall be responsible for the satisfaction of
fifty  percent (50%) of any debt secured by mortgages or deeds of  trust
against  the  Subject Property as of the Value Date and, if  applicable,
the  "release price" necessary to release any mortgage or deed of  trust
securing  the Existing Financing as of the Value Date.  It is  expressly
understood and agreed that (i) the transfer of a Subject Property  shall
be  reflected  on  the  books and records of  the  Partnership  and  the
Underlying Partnership as a partial transfer to the general partners  of
the   Underlying  Partnership,  in  accordance  with  their   respective
Percentage  Interests  therein, followed  by  a  sale  of  such  partial
interest  by  the general partner that is an Affiliate  of  the  Selling
Party  to  the  Purchasing  Party  (or  its  Assignee),  and  (ii)  such
satisfaction  may  occur through the assumption  of  such  debt  by  the
Purchasing  Party, or the refinancing of such debt with new indebtedness
<PAGE> 34
secured  by  the  Purchasing Party (in each case,  with  an  appropriate
reduction  of  amounts  otherwise owed by the Purchasing  Party  to  the
Selling Party), or through other tax-efficient means agreed upon by  the
Partners.  It is also expressly understood and agreed that the  Buy-Sell
Closing  may  be  effected through the transfer of a duly  executed  and
acknowledged  deed  directly  from the  Partnership  or  the  Underlying
Partnership,  as  the  case  may be, to the  Purchasing  Party  (or  its
designee).   The Purchasing Party shall be responsible for and  pay  all
costs  and expenses incurred in connection with the sale of the  Subject
Property;  provided that, each Party shall bear its own attorneys'  fees
and  further  the  Initiating Party shall pay any yield  maintenance  or
other interest premium on the pay-off of such debt.

               (c)  The Partners acknowledge and agree that each Subject
Property  is  extraordinary  and unique,  and  the  provisions  of  this
Article 7 shall be specifically enforceable.


                                ARTICLE 8

                        Exit Call; Portfolio Sale

           8.1   Call Rights.  At any time from and after the date which
is  eighteen  (18)  months  after  the acquisition  of  the   Underlying
Properties  by  the  Underlying Partnership, either Party  may,  without
cause  and  in its sole and absolute discretion, elect to call  for  the
Partnership  to   dissolve  and  the distribution  of  all   Partnership
Properties  to  the  Partners  in kind;  provided,  however,  that  such
election  may only be made in connection with an election,  pursuant  to
Section  10.01(e) of the Underlying Partnership Agreement, to  liquidate
the  Underlying  Partnership, in which case the  Party  whose  Affiliate
elected  such  liquidation  shall be the "Exercising  Party"  hereunder.
Such  distribution  by the Underlying Partnership shall  be  treated  as
occurring  as follows: (i) first, as a distribution to the  partners  in
the  Underlying Partnership in accordance with their interests  therein;
and  (ii)  as a distribution by the Partnership of its assets (including
its  proportionate share of the Underlying Partnership  Assets)  to  the
Partners in accordance with their Partnership Interests.  Any Party  may
exercise  its  right to call for the dissolution of the  Partnership  by
delivering  to  the  other  Party written  notice  stating  that  it  is
exercising  its call right under this Article 8 (a "Call Notice").   The
Party exercising its rights hereunder shall be referred to herein as the
"Exercising  Party" and the other Party shall be referred as  the  "Non-
Exercising  Party".   Once  a Call Notice is  delivered,  it  cannot  be
rescinded or withdrawn except with the prior written consent of the Non-
Exercising Party.

           8.2   Procedures  upon Call Exercise.   Within  fifteen  (15)
business  days  after  the  delivery of  a  Call  Notice  requiring  the
dissolution  of the  Partnership by the Exercising Party,  the  Partners
shall  meet  (a  "Call Dissolution Meeting") in order to  determine  and
agree upon the fair market value of each  Property (for purposes of this
Article 8, any such property being referred to, individually, as a "Call
Property," and collectively, as the "Call Properties").  It is expressly
acknowledged and agreed that the Call Dissolution Meeting may occur over
the  course of a number of days and may be adjourned from time  to  time
and  reconvened upon the agreement of the Parties.  If the  Parties  are
<PAGE> 35
unable  to agree upon the fair market value of any Call Property  within
thirty  (30) days after the first day of such Call Dissolution  Meeting,
the  fair  market  value of such Call Property shall  be  determined  in
accordance  with the appraisal process set forth in Section  8.5  below.
Upon  the  determination of the fair market value of each Call Property,
whether  by  agreement of the Parties or appraisal, the Call  Properties
will be distributed to the Parties as follows:

           (a)   first,  the Non-Exercising Party shall  select  a  Call
Property for acquisition;

          (b)  second, the Exercising Party shall select a Call Property
for acquisition; and

           (c)  thereafter, the Non-Exercising Party shall select a Call
Property for acquisition and the Parties shall alternate choices in such
manner until all of the Call Properties have been allocated between  the
Partners.

If  the total number of Call Properties is an odd number, then the  Non-
Exercising  Party shall be permitted to elect, in its sole and  absolute
discretion,  whether to acquire the final Call Property  or  to  mandate
that  the  Exercising Party acquire such final Call Property.  The  Call
Properties  to  be  acquired by the Exercising Party  pursuant  to  this
Section  8.2 shall be herein referred to each as an "Exercising  Party's
Property"  and collectively as the "Exercising Party's Properties",  and
the  Call Properties to be acquired by the Non-Exercising Party pursuant
to  this  Section  8.2  shall be herein referred  to  each  as  a  "Non-
Exercising  Party's   Property" and collectively as the  "Non-Exercising
Party's Properties"

           8.3  Closing Procedure.  The Partners shall meet and exchange
documents and pay amounts due, and otherwise do all things necessary  to
conclude  the  transactions set forth in this Article 8 at  the  closing
(the "Call Closing").  The Call Closing shall occur at the office of the
Exercising  Party's  legal counsel at 9:00 a.m. on the  first  Wednesday
after  the  thirtieth (30th) day following the day  that  the  selection
procedure  described  in  Section 8.2 above shall  have  been  completed
(unless  such  day is a Saturday, Sunday, or national or  state  holiday
and, in that event, on the next business day).  At the Call Closing each
of   the  Exercising  Party  and  the  Non-Exercising  Party  shall   be
responsible  for  the satisfaction of any debt secured by  mortgages  or
deeds  of  trust against the Exercising Party's Properties and the  Non-
Exercising  Party's Properties, respectively, as of such  date  and,  if
applicable,  the  "release price" necessary to release any  mortgage  or
deed  of trust securing the Existing Financing as of such date.   It  is
expressly understood and agreed that such satisfaction may occur through
the  assumption of such debt, or the refinancing of such debt  with  new
indebtedness, or through other tax-efficient means agreed  upon  by  the
Partners.  Immediately thereafter, the Partnership shall (i) deliver  to
the  Exercising Party a duly executed and acknowledged deed in such form
as  may be appropriate and required to legally transfer fee simple title
in  and to each Exercising Party's Property to the Exercising Party, and
shall  also,  upon  the  request of the Exercising  Party,  concurrently
therewith  (or  at  any time and from time to time thereafter)  execute,
acknowledge  and  deliver  such  other  documents  and  records  as  the
Exercising  Party determines are reasonably necessary  or  desirable  to
<PAGE> 36
conclude  the  Call Closing and to otherwise vest title in  and  to  the
Exercising  Party's  Properties in the Exercising Party  and  allow  the
Exercising  Party  to develop, use, sell, rent, manage  or  operate  the
Exercising    Party's   Properties   (including,   without   limitation,
assignments  of  leases, reciprocal easement and  operating  agreements,
contracts,  personal  property  and other  rights  or  property  of  the
Partnership necessary or useful in the management and operation  of  the
Exercising Partner's Properties), and (ii) deliver to the Non-Exercising
Party  a  duly  executed and acknowledged deed in such form  as  may  be
appropriate and required to legally transfer fee simple title in and  to
each  Non-Exercising Party's Property to the Non-Exercising  Party,  and
shall  also,  upon the request of the Non-Exercising Party, concurrently
therewith  (or  at  any time and from time to time thereafter)  execute,
acknowledge  and deliver such other documents and records  as  the  Non-
Exercising  Party determines are reasonably necessary  or  desirable  to
conclude the Call Closing and to otherwise vest title in and to the Non-
Exercising Party's Properties in the Non-Exercising Party and allow  the
Non-Exercising Party to develop, use, sell, rent, manage or operate  the
Non-Exercising   Party's  Properties  (including,  without   limitation,
assignments  of  leases, reciprocal easement and  operating  agreements,
contracts,  personal  property  and other  rights  or  property  of  the
Partnership  or the Underlying Partnership necessary or  useful  in  the
management and operation of the Non-Exercising Party's Properties).  The
Partnership  shall  distribute   to the  Exercising  Party  all  of  the
Exercising  Party's  Properties, and distribute  to  the  Non-Exercising
Party  all of the Non-Exercising Party's Properties.  In the event  that
the  aggregate  fair  market value of the Exercising Party's  Properties
(less  any debt assumed by the Exercising Party) and the aggregate  fair
market  value  of the Non-Exercising Party's Properties (less  any  debt
assumed  by the Non-Exercising Party), as determined pursuant to Section
8.6  below,  are  unequal,  the Partnership  shall  designate  one  Call
Property (the "Designated Property"), which Designated Property shall be
deemed  to  have  been distributed to the Exercising and  Non-Exercising
Parties  in that proportion necessary to equate, as closely as possible,
the  fair  market  values  of  the Call Properties  distributed  to  the
Exercising  and  Non-Exercising Parties (less any debt  assumed  by  the
Parties).   If the Designated Property is an Exercising Party  Property,
then the Exercising Party shall pay to the Non-Exercising Party cash, in
an  amount  equal  to the fair market value of such Designated  Property
multiplied  by the percentage of the Designated Property distributed  to
the  Non-Exercising  Party.   If  the  Designated  Property  is  a  Non-
Exercising  Party Property, then the Non-Exercising Party shall  pay  to
the Exercising Party cash in an amount equal to the fair market value of
such  Designated Property multiplied by the percentage of the Designated
Property distributed to the Exercising Party.  The  Partnership shall be
responsible  for  and  shall  pay all costs  and  expenses  incurred  in
connection with the pay-off and satisfaction of all financing secured by
the   Partnership  Properties,   or  any  of  them  (including,  without
limitation, the Existing Financing) and the release of all liens created
thereby  (including,  without limitation, all  prepayment  penalties  or
fees,  recording charges and other such costs and expenses).  Except  as
otherwise  provided in the immediately preceding sentence  and  in  this
sentence  below, the Exercising Party shall be responsible for  and  pay
all  costs and expenses incurred in connection with the distribution  of
the Exercising Party's Properties, and the Non-Exercising Party shall be
responsible  for and pay all costs and expenses incurred  in  connection
with the distribution of the Non-Exercising Party's Properties; provided
that,  each Party, the Partnership and the Underlying Partnership  shall
bear its own attorneys' fees in connection with such transactions.  Each
Party shall also, upon the request of the other Party, concurrently with
<PAGE> 37
the  Call  Closing  (or at any time and from time  to  time  thereafter)
execute,  acknowledge and deliver such other documents  and  records  as
such  other  Party determines are reasonably necessary or  desirable  to
conclude  the  Call  Closing.  The management agreements  for  all  Call
Properties  shall  be terminated effective as of the  day  of  the  Call
Closing.   Further,  from and after the date of the  Call  Closing,  the
Partnership  shall  be  released from all  obligations  and  liabilities
accruing to them in connection with the Call Properties, and each  Party
shall indemnify and hold the Underlying Partnership, the Partnership and
the  other  Party harmless from and against any and all such obligations
and  liabilities  with  respect to or relating to  the  Call  Properties
distributed to such Party accruing from and after the Call Closing.   It
is  also  expressly  understood and agreed  that  (i)  the  transfer  of
Partnership  Properties shall be reflected on the books and  records  of
the  Partnership  and the Underlying Partnership  so  as  to  take  into
account, as appropriate, the ownership interests of the general partners
of the Underlying Partnership, and (ii) the Call Closing may be effected
through  the transfer of a duly executed and acknowledged deed  directly
from the Partnership or the Underlying Partnership, as the case may  be,
to the appropriate Parties (or their designees).

           8.4   Winding  Up;  Distribution  of  Proceeds.   Immediately
following   the  Call  Closing,  the  Partnership  and  the   Underlying
Partnership   shall   be  wound  up,  and  all  remaining    Partnership
Properties shall be distributed to the Partners, in accordance with  the
terms and provisions of Article 10 hereof.

           8.5  Fair Market Value Appraisal Process.  If the Parties are
unable  to  agree  upon the fair market value of any  Call  Property  in
accordance  with  and within the time period set forth  in  Section  8.2
above,  then  the  fair  market value of such  Call  Property  shall  be
determined  in accordance with the terms and provisions of this  Section
8.5.   Within  twenty  (20)  days  after  the  conclusion  of  the  Call
Dissolution  Meeting  or the expiration of the thirty  (30)  day  period
described  in  Section  8.2, whichever occurs first,  each  Party  shall
appoint  an appraiser and, within ten (10) days after their appointment,
the  appraisers  so  appointed shall appoint  a  third  appraiser.   The
appraisers so appointed shall proceed to determine the fair market value
of  the  Call  Property (determined assuming the Call Property  was  not
encumbered  by  any debt).  The fair market value of the  Call  Property
shall  be the average of the two (2) most proximate appraisals.  If  the
highest  and  the  lowest  of  the  three  (3)  appraisals  are  exactly
equidistant from the middle appraisal, however, the fair market value of
the  Call  Property  shall be an amount equal to the  middle  appraisal.
Each  appraiser appointed pursuant to this Section 8.5 shall be  a  real
estate  appraiser with at least ten (10) years' professional  experience
and  with knowledge of the regional shopping center market (or knowledge
of  any  other  relevant  market with respect  to  any  particular  Call
Property) within the area where the Call Property is located.  If either
Party  fails to appoint an appraiser within such twenty (20) day period,
the determination of the fair market value of the Call Property shall be
made  by  the appraiser chosen by the other Party and such determination
shall be binding upon the Parties.  If the first two (2) appraisers  are
unable  to agree upon the third appraiser within the ten (10) day period
following their appointment, then they shall notify the then chairman of
the chapter of the American Institute of Real Estate Appraisers that  is
the  closest to the Call Property geographically and request such person
to  select a third appraiser.  Each Party shall pay the expense  of  the
<PAGE> 38
appraiser  that it appoints and the Parties shall share the  expense  of
the third appraiser.

          8.6  Portfolio Sale.

                (a)   Any  time  after the date which is  eighteen  (18)
months  after  the  date  of the acquisition of the  Properties  by  the
Underlying Partnership, a Party (for purposes of this Section  8.6,  the
"Portfolio  Selling  Party")  shall have the  right  to  cause  (i)  the
Partnership  to  sell  all (but not less than all)  of  the  Partnership
Properties to any unaffiliated third-party Person, subject to compliance
with  this Section 8.6; provided, however, that such right may  only  be
exercised  in connection with an election, pursuant to Section  10.01(e)
of  the  Underlying Partnership Agreement, to liquidate  the  Underlying
Partnership,  in  which  case  the Party whose  Affiliate  elected  such
liquidation  shall be the "Portfolio Selling Party" hereunder.   If  the
Portfolio  Selling  Party desires to sell the Partnership    Properties,
the Portfolio Selling Party shall give the other Party (for purposes  of
this Section 8.6, the "Remaining Party") written notice of its desire to
do so (the "Portfolio Offer Notice"), which Portfolio Offer Notice shall
state  the  aggregate price, measured in dollars and payable  solely  in
cash or immediately available funds (but which may include a credit  for
any existing mortgage debt to be assumed), at which the   Properties  as
a  portfolio,  will be offered for sale (the "Portfolio  Offer  Price").
The Remaining Party shall, within ninety (90) days after its receipt  of
the  Portfolio  Offer  Notice, notify the  Portfolio  Selling  Party  in
writing  whether  or  not the Remaining Party will purchase  the  entire
Partnership  Interest of the Portfolio Selling Party in the  Partnership
for  a  purchase  price equal to the amount that the  Portfolio  Selling
Party  (and  the  Affiliate of such Portfolio Selling Party  that  is  a
general portion of the Underlying Partnership) would receive if  all  of
the  Properties were sold for cash  (including a credit for any mortgage
debt  to  be assumed if included in the Portfolio Offer Notice)  at  the
Portfolio Offer Price, and the Partnership were liquidated, on a closing
date set forth in such notice which shall not be less than ten (10)  nor
more  than  thirty (30) days after the date of delivery of the Remaining
Party's response notice.  If the Remaining Party does not respond within
the  said  ninety (90) day period, the Remaining Party shall  be  deemed
conclusively  to  have  declined  to  purchase  the  entire  Partnership
Interest  of the Portfolio Selling Party in the Partnership as  provided
hereinabove and to have consented to the sale of the   Properties to  an
unaffiliated  third-party Person on the terms hereinafter provided.   If
the  Remaining Party elects to purchase the entire Partnership  Interest
of  the Portfolio Selling Party in the Partnership, the Portfolio  Offer
Notice  and  the  Remaining Party's response notice shall  constitute  a
binding  agreement  of purchase and sale between the  Portfolio  Selling
Party  and  the  Remaining  Party  and  the  Partnership  Interest  sale
transaction  shall  close on the date stated in  the  Remaining  Party's
response  notice.   At the closing, the Parties will  each  execute  and
deliver  to  one  another  such  documents  as  may  be  necessary   and
appropriate   to   consummate  the  transfer  of  the  Selling   Party's
Partnership  Interest (including, without limitation, an  Assignment  of
Partnership Interest containing customary indemnity provisions), and the
Remaining  Party shall pay to the Selling Party, in cash,  the  purchase
price for such Partnership Interest.  All management agreements for  the
Properties  and  Partnership Property managed by  the  Property  Manager
affiliated  with  the  Portfolio Selling Party  shall  be  automatically
terminated  upon  the  consummation of  the  sale  of  such  Partnership
Interest.
<PAGE> 39
           (b)   If  the Remaining Party does not elect to purchase  the
entire  Partnership  Interest  of the Portfolio  Selling  Party  in  the
Partnership,  the Portfolio Selling Party shall have the right,  subject
to this subsection (b), to cause the Partnership to sell the Partnership
Properties  for a cash (with a credit for mortgage debt to  be  assumed)
purchase  price equal to or greater than ninety-eight percent  (98%)  of
the  Portfolio  Offer Price; provided that, the Partnership   Properties
must  be listed with an investment banking firm experienced in the sales
of  portfolio properties similar to the Partnership  Properties for  the
highest and best price recommended by such investment banking firm,  but
not in any event less than the Project Offer Price.  The closing of such
portfolio  sale  shall occur not later than nine (9)  months  after  the
earlier  of  (x)  the  expiration of the Remaining Party's  one  hundred
twenty  (120) day response period provided in subsection (a) above,  and
(y)  the  date that the Remaining Party delivers written notice  to  the
Selling  Party  stating that it consents to the sale of the  Partnership
Properties  on  the terms and conditions of this Section  8.6.   If  the
Portfolio  Selling Party does not close such sale within such  nine  (9)
month  period in accordance with the terms hereof, then the  Partnership
Properties may not thereafter be sold as a portfolio under this  Section
8.6  without  again  giving notice to the Remaining  Party  pursuant  to
subsection  (a)  above.  The Remaining Party shall  cooperate  with  the
Portfolio Selling Party in order to sell the Partnership  Properties  on
the terms provided in this Section 8.6.

           8.7   Effect of Existing Financing.  Notwithstanding anything
in  this  Agreement  to the contrary, the foregoing provisions  of  this
Article  8  shall not be effective unless, prior to or contemporaneously
with  any transaction described herein, the Existing Financing has  been
satisfied in full.


                                ARTICLE 9

                   Withdrawals; Actions for Partition

           9.1   Waiver of Partition.  No Partner shall, either directly
or  indirectly, take any action to require partition of any  Partnership
Properties, and notwithstanding any provisions of applicable law to  the
contrary,  each Partner hereby irrevocably waives any and all rights  it
may have to maintain any action for partition or to compel any sale with
respect to its Partnership Interest or with respect to the Partnership's
interest  in  the  Underlying  Partnership,  or  with  respect  to   any
Partnership  Properties, except as expressly provided in this Agreement.

           9.2   Covenant  Not  to Withdraw or Dissolve.   Each  Partner
hereby  covenants  and agrees that the Partners have entered  into  this
Agreement  based  on  their mutual expectation that  all  Partners  will
continue as Partners and carry out the duties and obligations undertaken
by  them  hereunder and that, except as otherwise expressly required  or
permitted  hereby,  each  Partner hereby covenants  and  agrees  not  to
(a)  take  any  action  to  file a certificate  of  dissolution  or  its
equivalent with respect to itself, (b) take any action that would  cause
a  Bankruptcy of such Partner, (c) withdraw or attempt to withdraw  from
the  Partnership, (d) exercise any power under the Act to  dissolve  the
Partnership, (e) Transfer all or any portion of its Partnership Interest
<PAGE> 40
(other  than pursuant to the terms and provisions of Article 6  hereof),
(f)  petition for judicial dissolution of the Partnership or  permit  or
cause   the  Partnership  to  cause  a  dissolution  of  the  Underlying
Partnership,  or (g) demand a return of such Partner's contributions  or
profits   (or  a  bond  or  other  security  for  the  return  of   such
contributions or profits) without the unanimous consent of the Partners,
or except as otherwise specifically allowed under this Agreement.


                               ARTICLE 10

          Dissolution, Liquidation, Winding-Up and Termination

            10.1  Causes  of  Dissolution.   The  Partnership  shall  be
dissolved upon the first to occur of the following:

               (a)  January 1,  2095;

                (b)   The  written agreement of the Partners or  by  any
Party upon the exercise of its call right pursuant to Article 8 of  this
Agreement;

               (c)  The dissolution, termination, retirement, withdrawal
or  Bankruptcy  of a Partner, unless the business of the Partnership  is
continued  at  the election of other Partners having at  least  a  fifty
percent  (50%) Partnership Interest, made by delivery of written  notice
to  the  Partners and the Executive Committee given within  ninety  (90)
days  of  the  discovery  by such other Partners  of  such  dissolution,
termination, retirement, withdrawal or Bankruptcy;

                (d)  The election of a Non-defaulting Party made at  any
time during the continuation of an Event of Default with respect to  the
other Party;

                (e)   The occurrence of any event that makes it unlawful
for the business of the Partnership to be carried on;

                (f)   The  sale  or  other disposition  of  all  of  the
Partnership  Properties;

                (g)  The decree of the dissolution of the Partnership by
a court of competent jurisdiction; and

               (h)  The failure of the Underlying Partnership to acquire
the  Properties on or before April 1, 1998, unless such date is extended
in writing by all Partners.

                To  the  fullest extent permitted by law,  the  Partners
agree  that no act, thing, occurrence, event or circumstance shall cause
or result in the dissolution or termination of the Partnership except as
provided in this Section 10.1.
<PAGE> 41
           10.2 Winding Up and Liquidation.  Upon the dissolution of the
Partnership, the Partnership shall immediately commence to wind  up  its
affairs,  and the Partners or the Liquidator, as the case may be,  shall
proceed  with reasonable promptness to liquidate the Partnership Assets.
Except  as  provided below, during the period of the winding up  of  the
affairs  of the Partnership, the rights and obligations of the  Partners
set  forth in Article 5 with respect to the management and operation  of
the  Partnership  and  its  business  shall  continue.   Notwithstanding
anything  contained  in  this Agreement to the contrary,  if  any  event
described  in  Section 10.1(c) shall be continuing  with  respect  to  a
Partner of one Party at the time the Partnership is dissolved, a Partner
of  the  other  Party  (provided no such event is then  continuing  with
respect  to  it),  shall be entitled to act as the  liquidating  Partner
hereunder  or  to appoint a liquidating trustee (in either  event,  such
Partner  or  trustee being referred to herein as the  "Liquidator")  and
(i)  such  Liquidator shall be fully empowered to act on behalf  of  the
Partnership  and to wind up the Partnership's affairs and liquidate  the
Partnership   Properties, and (ii) the Liquidator shall be empowered  to
make,  perform  and  implement  all Major  Decisions  hereunder  without
obtaining the consent, approval or waiver of any Partner or Person.  The
Liquidator shall be entitled to receive reasonable compensation for  its
services, and shall be fully indemnified, defended and held harmless  by
the  Partnership  from  and  against  all  claims,  costs  and  expenses
(including  reasonable attorneys' fees and costs) arising in the  course
of it performing its duties hereunder, except for any such claims, costs
or  expenses resulting from the gross negligence or wilful misconduct of
the  Liquidator.  From and after the dissolution of the Partnership, the
Partnership  Assets  shall be liquidated and reduced  to  cash  or  cash
equivalents as soon as practicable and the resulting Net Cash Flow,  and
all  other  Net  Cash  Flow, shall be applied  and  distributed  in  the
following rank and order:

                (a)   To  the  payment of creditors of  the  Partnership
(other  than  in respect of Default Loans) in the order of  priority  as
provided by law;

               (b)  To the establishment and maintenance of a reserve of
cash or other assets of the Partnership to pay contingent liabilities of
the Partnership (other than any Default Loans) in such amounts as may be
reasonably  and  in  good  faith  determined  by  the  Partners  or  the
Liquidator, as the case may be;

                (c)   To  repay the principal amount of, and to pay  any
interest owing with respect to, any Default Loan; and

                (d)  To the Partners in accordance with their respective
Percentage Interests.

          If, immediately prior to the liquidation of the Partnership in
accordance  with the preceding provisions, there shall  continue  to  be
outstanding  any principal or accrued  interest on any Default  Loan  (a
"Default  Loan Deficiency"), the Noncontributing Party with  respect  to
such Default Loan shall contribute to the Partnership the amount of such
Default  Loan  Deficiency, which amount shall immediately thereafter  be
<PAGE> 42
distributed  to  the Contributing Party in satisfaction of  the  Default
Loan.

            10.3  Timing  Requirements;  Deemed  Distribution  and   Re-
contribution.  In the event that the Partnership is "liquidated"  within
the  meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, any and
all  distributions  to the Partners pursuant to Section  10.2(c)  hereof
shall  be made no later than the later to occur of (i) the last  day  of
the taxable year of the Partnership in which such liquidation occurs  or
(ii)  ninety (90) days after the date of such liquidation.   Subject  to
the  foregoing,  a  reasonable time shall be  allowed  for  the  orderly
winding  up  of  the  business and affairs of the  Partnership  and  the
liquidation  of  its  assets in order to minimize any  losses  otherwise
attendant upon such winding up.  Notwithstanding any other provisions of
this Article 10 to the contrary, if the Partnership is liquidated within
the  meaning  of  Regulations  Section 1.704-1(b)(2)(ii)(g)(3),  but  no
dissolution  event described in subsections (a) through (h)  of  Section
10.1  has occurred, the Partnership  Properties shall not be liquidated,
the  Partnership's liabilities shall not be paid or discharged, and  the
Partnership's affairs shall not be wound up.

           10.4  Sales  Receivables.  The winding up of the  Partnership
shall  not be deemed finally completed until the Partnership shall  have
received  cash  payments  in full with respect to  obligations  such  as
notes, installment sale contracts and other similar receivables received
by   the   Partnership  in  connection  with  the  sale  of  Partnership
Properties.  The Partners or the Liquidator, as the case may  be,  shall
continue to act to enforce all of the rights of the Partnership pursuant
to any such obligations until paid in full.

           10.5 Documentation of Dissolution and Termination.  Upon  the
dissolution  of the Partnership and the appointment of a  Liquidator  in
accordance  with  Section 10.2, the Liquidator shall execute,  file  and
record  such  certificates, instruments and documents as it  shall  deem
necessary or appropriate in each state in which the Partnership  or  its
affiliates  do business.  Upon the completion of the winding-up  of  the
Partnership  (including the application or distribution of all  cash  or
other assets placed in reserve in accordance with Section 10.2(b)),  the
Partnership  shall be terminated and the Partners or the Liquidator,  as
the  case  may  be,  shall execute, file and record  such  certificates,
instruments  and documents as it shall deem necessary or appropriate  in
each  state  in which the Partnership or its affiliates do  business  in
order to reflect or effect the termination of the Partnership.


                               ARTICLE 11

                              Miscellaneous

           11.1  Notices.   Notices may be delivered either  by  private
messenger  service, by mail, or facsimile transmission.  Any  notice  or
document  required  or  permitted hereunder to a  Partner  shall  be  in
writing  and  shall be deemed to be given on the date  received  by  the
Partner; provided, however, that all notices and documents mailed  to  a
Partner  in  the  United States Mail, postage prepaid,  certified  mail,
<PAGE> 43
return  receipt  requested, addressed to the Partner at  its  respective
address  as shown in the records of the Partnership, shall be deemed  to
have  been  received five (5) days after mailing and  provided  further,
that the sender of any such notice or document by facsimile transmission
shall  bear  the burden of proof as to proper transmission and  date  of
transmission  of such facsimile.  The address and the telecopier  number
of  each  of  the  Partners shall for all purposes be as  set  forth  at
Section 2.1 unless otherwise changed by the applicable Partner by notice
to the other as provided herein.

           11.2  Binding Effect.  Except as otherwise provided  in  this
Agreement,  every covenant, term, and provision of this Agreement  shall
be  binding  upon  and inure to the benefit of the  Partners  and  their
respective permitted successors, transferees, and assigns.

           11.3 Construction of Agreement.  As used herein, the singular
shall be deemed to include the plural, and the plural shall be deemed to
include  the  singular,  and all pronouns shall include  the  masculine,
feminine  and  neuter,  whenever  the context  and  facts  require  such
construction.  The headings, captions, titles and subtitles  herein  are
inserted for convenience of reference only and are to be ignored in  any
construction  of the provisions hereof.  Except as otherwise  indicated,
all section and exhibit references in this Agreement shall be deemed  to
refer  to  the sections and exhibits of and to this Agreement,  and  the
terms  "herein", "hereof", "hereto", "hereunder" and similar terms refer
to  this Agreement generally rather than to the particular provision  in
which  such term is used.  Whenever the words "including", "include"  or
"includes"  are used in this Agreement, they shall be interpreted  in  a
non-exclusive  manner  as though the words "but  [is]  not  limited  to"
immediately  followed  the  same.   Time  is  of  the  essence  of  this
Agreement.   The language in all parts of this Agreement  shall  in  all
cases be construed simply according to the fair meaning thereof and  not
strictly  against  the  party which drafted such  language.   Except  as
otherwise  provided  herein,  references  in  this  Agreement   to   any
agreement, articles, by-laws, instrument or other document are  to  such
agreement,  articles, by-laws, instrument or other document as  amended,
modified or supplemented from time to time.

           11.4  Severability.   Every provision of  this  Agreement  is
intended to be severable.  If any term or provision hereof is illegal or
invalid  for any reason whatsoever, such illegality or invalidity  shall
not affect the validity or legality of the remainder of this Agreement.

           11.5  Incorporation  by Reference.  The Glossary  of  Defined
Terms  and every exhibit, schedule, and other appendix attached to  this
Agreement  and referred to herein is incorporated in this  Agreement  by
reference.

          11.6 Further Assurances.  Each of the Partners shall hereafter
execute  and  deliver such further instruments and do such further  acts
and  things  as  may be required or useful to carry out the  intent  and
purpose  of  this Agreement and as are not inconsistent with  the  terms
hereof.
<PAGE> 44
           11.7 Governing Law.  This Agreement shall be governed by  and
construed in accordance with the laws of the State of Delaware,  without
regard to any conflict of laws rules thereof.

          11.8 Counterpart Execution.  This Agreement may be executed in
any  number  of  counterparts with the same effect  as  if  all  of  the
Partners  had  signed  the  same document.  All  counterparts  shall  be
construed together and shall constitute one agreement.

           11.9  Loans.   Any  Partner may, with  the  approval  of  the
Executive Committee or as otherwise provided by this Agreement, lend  or
advance money to the Partnership.  If any Partner shall make any loan or
loans  to the Partnership, the amount of any such loan or advance  shall
not  be treated as a contribution to the capital of the Partnership  but
shall  be a debt due from the Partnership.  Except as otherwise provided
herein, no Partner shall be obligated to make any loan or advance to the
Partnership.

           11.10      No Third Party Rights.  This Agreement is intended
to  create  enforceable  rights between the  parties  hereto  only,  and
creates  no  rights in, or obligations to, any other Persons whatsoever.
Without limiting the generality of the foregoing, as to any third party,
a  deficit  capital account of a Partner shall not be  deemed  to  be  a
liability of such Partner nor an asset or property of the Partnership.

           11.11     Estoppel Certificates.  Upon the written request of
a  Partner,  the other Partner shall, within fifteen (15)  days  of  its
receipt  of  such  request,  execute and  deliver  a  written  statement
certifying:  (a) that this Agreement is unmodified and in full force and
effect (or, if modified, that this Agreement is in full force and effect
as  modified  and, stating any and all modifications), (b) no  Event  of
Default  has  occurred with respect to such Partner that  has  not  been
cured  and,  to its actual knowledge, no Event of Default  has  occurred
with  respect to the requesting Partner that has not been cured, in each
case  except as specified in such statement and, (c) that to its  actual
knowledge, no event has occurred which with the passage of time  or  the
giving  of  notice,  or  both, would ripen  into  an  Event  of  Default
hereunder, except as specified in such statement.

           11.12      Usury.  If any return, interest payment, or  other
charge payable under this Agreement shall at any time exceed the maximum
amount  chargeable by applicable law, then the applicable rate of return
or interest shall be the maximum rate permitted by applicable law.

           11.13      Business  Day.  "Business Day" or  "business  day"
means any calendar day except Saturday, Sunday, or a federal or State of
Delaware legal holiday.

           11.14      Proposing and Adopting Amendments.  Amendments  to
this Agreement may be proposed by any Executive Committee Member by  his
submitting  to  the  Executive Committee a  verbatim  statement  of  the
proposed amendment, and such Executive Committee Member shall include in
any  such  submission a recommendation as to the proposed amendment.   A
proposed  amendment shall be adopted and be effective  as  an  amendment
<PAGE> 45
hereto  upon  the  approval of the Executive Committee  and  its  mutual
execution  and delivery by the Partners.  This Agreement may be  amended
only  upon  the  written agreement of both Partners,  and  no  provision
benefiting  a  Partner  may be waived, except by  a  written  instrument
signed  by  the  Partner.  The giving of consent by any Partner  to  any
action  by another Partner in any one instance shall not limit or  waive
the necessity to obtain such Partner's consent in any future instance.

          11.15     Partners Not Agents.  Nothing contained herein shall
be  construed  to  constitute any Partner the agent of another  Partner,
except as otherwise expressly provided herein, or in any manner to limit
the  Partners  in the carrying on of their own respective businesses  or
activities.

            11.16       Entire   Understanding;  Etc.   This   Agreement
constitutes  the entire agreement and understanding among the  Partners,
and  supersedes  any  prior  or  contemporaneous  understandings  and/or
written or oral agreements among them, respecting the subject matter  of
this Agreement.

           11.17      Action Without Dissolution.  To the fullest extent
permitted by law, each Partner shall be entitled to maintain, on its own
behalf or on behalf of the Partnership, any action or proceeding against
any  other Partner or the Partnership (including an action for  damages,
specific  performance, or injunctive or declaratory relief)  for  or  by
reason of the tortious conduct of such party or the breach by such party
of this Agreement or any other agreement entered into with such party in
connection  with  the  transactions  contemplated  hereunder,  and   the
bringing  of  such action or proceeding shall not cause or  require  the
dissolution  of  the Partnership or an accounting of  the  Partnership's
assets or affairs.

           11.18      Attorneys' Fees.  In the event of  any  litigation
between  Partners  by reason of a breach hereunder,  or  to  enforce  or
interpret any provision, right or obligation hereunder, the unsuccessful
party  or  parties  to such litigation covenants and agree  to  pay  the
successful party or parties all costs and expenses reasonably  incurred,
including  reasonable  attorneys'  fees.   For  the  purpose   of   this
Agreement,  the term "attorneys' fees" and "attorneys' fees  and  costs"
shall mean the fees and expenses of counsel to the parties hereto, which
may  include printing, photostating, duplicating and other expenses, air
freight  charges and fees billed for law clerks, paralegals,  librarians
and  others  not admitted to the bar but performing services  under  the
supervision of any attorney.  Such term shall also include all such fees
and   expenses   incurred  with  respect  to  appeals   and   bankruptcy
proceedings, and whether or not any action or proceeding is brought with
respect to the matter for which said fees and expenses were incurred.

           11.19      Waiver  of  Jury  Trial.  To  the  fullest  extent
permitted  by  law,  each Partner hereby waives trial  by  jury  in  any
action,  proceeding  or  counterclaim  brought  by  a  Partner  or   the
Partnership with respect to any matter whatsoever arising out of  or  in
any way connected with this Agreement, the relationship of the Partners,
any  claim of injury or damage relating to any of the foregoing, or  the
enforcement of any remedy under any statute with respect thereto.
<PAGE> 46
           11.20     Confidentiality.  The terms of this Agreement,  any
non-public   details  of  the  transactions  contemplated  hereby,   any
financial, marketing or other information delivered or produced pursuant
to  the  terms of this Agreement not generally disclosed to the  public,
the  trade,  or creditors, and any non-public information regarding  any
other  Partner  or  any of its Affiliates learned as  a  result  of  the
partnership  relationship  created  by  this  Agreement,  shall  not  be
disclosed by any Partner (or any of its Affiliates) to any Person  other
than its Affiliates, directors, officers, trustees, employees, partners,
attorneys and agents of such Partner and their affiliates, except as may
be  required by any regulatory authority having jurisdiction or  by  any
applicable law, regulation, ordinance or order, and except as  otherwise
required to carry out the intent of this Agreement.

          11.21     Press Releases.  Each Partner agrees to refrain from
generating  or participating in any publicity statement, press  release,
or  other  public notice regarding the formation of this Partnership  or
the  identification  of  its Partners, the acquisition,  disposition  or
financing of the Properties by the Partnership or any other business  or
affairs of the Partnership.  All publicity statements, press releases or
other  public  notices relating to the formation of this Partnership  or
the  identification  of  its Partners, the acquisition,  disposition  or
financing of the Properties by the Partnership or any other business  or
affairs  of the Partnership must be approved by the Executive Committee.
Upon  the  full execution of the Purchase Agreement, the Partners  shall
issue a joint press release in a form acceptable to both Partners.

          11.22     Existing Financing.  The Partners hereby acknowledge
and  agree  that  the  Underlying Properties shall be  acquired  by  the
Underlying Partnership subject to, and the Underlying Partnership  shall
assume,  the  Existing  Financing  and  that  the  acquisition  of   the
Properties subject to such Existing Financing is subject to the approval
of  the  Rating  Agencies  (Moody's Investors Service,  Inc.  and  Fitch
Investors Service, L.P.).  Each of the Partners hereby agrees to execute
any  commercially  reasonable amendment to  this  Agreement   reasonably
required by such Rating Agencies in connection with such approval.

            11.23      Consents;  Approvals.   Unless  otherwise  herein
provided,  in any instance in which any Partner, any Executive Committee
Member  or any Operating Committee Member shall be requested to  consent
to  or approve of any matter with respect to which such Person's consent
or approval is required by any of the provisions of this Agreement, such
consent  (or refusal to consent) or approval (or disapproval)  shall  be
given in writing, and such consent or approval shall not be unreasonably
withheld  or delayed unless this Agreement with respect to a  particular
consent  or approval shall expressly provide that the same may be  given
or refused in the sole judgment or discretion of such Partner, Executive
Committee Member or Operating Committee Member, as applicable.

     [The remainder of this page has been intentionally left blank]
<PAGE> 47


           IN  WITNESS  WHEREOF, the parties hereto have  executed  this
Agreement effective as of the date and year first above written.





          GENERAL PARTNERS


                    MACERICH EQ GP CORP.,
                    a Delaware corporation



                    By:
                    Its:



                    SDG EQ ASSOCIATES, INC.,
                    a Delaware corporation



                    By:
                    Its:





          LIMITED PARTNERS

                    MACERICH EQ LIMITED PARTNERSHIP,
                    a California limited partnership

                    By:  MACERICH EQ GP CORP.,
                         a Delaware corporation,
                         its General Partner


                         By:
                         Its:



                    SDG EQ DEVELOPERS LIMITED PARTNERSHIP,
                    a Delaware limited partnership

                    By:  SDG EQ ASSOCIATES, INC.,
                         a Delaware corporation,
                         its General Partner


                         By:
                         Its: Chief Executive Officer


                        GLOSSARY OF DEFINED TERMS


     "Accountants" shall mean the firm or firms of independent certified
public accountants selected by the Partners on behalf of the Partnership
to audit the books and records of the Partnership and to prepare
statements and reports in connection therewith.

     "Act" shall mean the Delaware Uniform Partnership Act, as the same
may hereafter be amended or supplemented from time to time and any
successor thereto.

     "Additional Capital Contributions" is defined in Section 2.3.

     "Affected Gain" is defined in the Allocations Exhibit.

     "Affiliate" shall mean any Entity which directly or indirectly
through one or more intermediaries, Controls, is Controlled by, or is
under common Control with, any Person and shall include in the case of
Macerich and MSPE, Macerich Property Management Company, a California
corporation and Macerich Management Company, a California corporation,
and in the case of SDG and SSPE shall include M.S. Management
Associates, Inc., a Delaware corporation, and its subsidiaries.

     "Agreement" shall mean this Partnership Agreement.

     "Allocations Exhibit" shall mean Exhibit A.

     "Annual Budget" is defined in Section 5.7(a).

     "Audited Financial Statements" shall mean financial statements
(balance sheets, statement of income, statement of partners' equity and
statement of cash flows) prepared in accordance with generally accepted
accounting principles and accompanied by an independent auditor's
report.

     "Bankruptcy" shall mean, with respect to any Partner, (i) the
commencement by such Partner of any proceeding seeking relief under any
provision or chapter of the federal Bankruptcy Code or any other federal
or state law relating to insolvency, bankruptcy or reorganization;
(ii) an adjudication that such Partner is insolvent or bankrupt;
(iii) the entry of an order for relief under the federal Bankruptcy Code
with respect to such Partner; (iv) the filing of any such petition or
the commencement of any such case or proceeding against such Partner,
unless such petition and the case or proceeding initiated thereby are
dismissed within ninety (90) days from the date of such filing; (v) the
filing of an answer by such Partner admitting the material allegations
of any such petition; (vi) the appointment of a trustee, receiver or
custodian for all or substantially all of the assets of such Partner
unless such appointment is vacated or dismissed within ninety (90) days
from the date of such appointment but not less than five (5) days before
the proposed sale of any assets of such Partner; (vii) the insolvency of
such Partner or the execution by such Partner of a general assignment
for the benefit of creditors; (viii) the convening by such Partner of a
meeting of its creditors, or any class thereof, for purposes of
effecting a moratorium upon or extension or composition of its debts;
(ix) the failure of such Partner to pay its debts as they mature;
(x) the levy, attachment, execution or other seizure of substantially
all of the assets of such Partner where such seizure is not discharged
within thirty (30) days thereafter; or (xi) the admission by such
Partner in writing of its inability to pay its debts as they mature or
that it is generally not paying its debts as they become due.

     "Base Rate" is defined in Section 2.4(a).

     "Budget" and "Budgets" is defined in Section 5.7(a).

     "Budgeted Capital Items" shall mean capital expenditures set forth
in a Budget for any of the Properties.

     "Business Day" is defined in Section 11.13.

     "Buy-Sell Closing" is defined in Section 7.3(a).

     "Buy-Sell Major Decision" shall mean a decision to sell, finance,
refinance, expand or renovate a Property involving an expenditure or
commitment by the Partnership in the case of an expansion or renovation
of not less than $10,000,000.

     "Call Closing" is defined in Section 8.3.

     "Call Dissolution Meeting" is defined in Section 8.2.

     "Call Notice" is defined in Section 8.1.

     "Call Property" is defined in Section 8.2.

     "Capital Account" is defined in the Allocations Exhibit.

     "Capital Contribution" shall mean, with respect to any Partner, the
amount of money and initial Gross Asset Value of any property other than
money contributed to the Partnership with respect to the Partnership
Interest held by such Partner (net of liabilities to which such property
is subject).

     "Cash Flow Shortfalls" shall mean the excess, if any, of (a) the
sum (without duplication) of all operating or other cash expenditures
paid by the Partnership (other than capital expenditures of any nature),
plus all payments of principal, interest, fees and related costs made by
the Partnership with respect to Partnership indebtedness (including all
such payments, fees and costs paid in connection with the Existing
Financing), plus all additions to Partnership reserves established in
accordance with this Agreement], over (b) all cash revenues and funds
received by the Partnership from any and all sources, including
reductions of Partnership reserves established in accordance with this
Agreement, but excluding security deposit and other refundable deposits
unless and until earned or applied.  Non-cash allowances such as
depreciation, amortization, cost recovery deductions, or similar items
shall not be considered when calculating Cash Flow Shortfalls.

     "Closing Funding Requirement" is defined in Section 2.2(b).

     "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

     "Contributing Party" is defined in Section 2.3(c).

     "Control" shall mean the ability, whether by the direct or indirect
ownership of shares or other equity interests, by contract or otherwise,
to elect a majority of the directors of a corporation, to select the
managing partner of a partnership, or otherwise to select, or have the
power to remove and then select, a majority of those persons exercising
governing authority over an Entity.  In the case of a limited
partnership, the sole general partner, all of the general partners to
the extent each has equal management control and authority, or the
managing general partner or managing general partners thereof shall be
deemed to have control of such partnership and, in the case of a trust,
any trustee thereof or any Person having the right to select any such
trustee shall be deemed to have control of such trust.  The terms
"Controls" and "Controlled" shall have correlative meanings.

     "Controlling Party" is defined in Section 5.14(c).

     "Date of Value" is defined in Section 7.1.

     "Default Loan" is defined in Section 2.4(a).

     "Default Loan Deficiency" is defined in Section 10.2.

     "Defaulting Party" is defined in Section 5.14(a).

     "Depreciation" is defined in the Allocations Exhibit.

     "Designated Property" is defined in Section 8.3.

     "Due Diligence Formation and Acquisition Costs" is defined in
Section 2.2(b).

     "Entity" shall mean any general partnership, limited partnership,
corporation, limited liability company, joint venture, trust, business
trust, cooperative or association.

     "Escrow Agent" shall mean the "Escrow Agent" under and defined in
the Purchase Agreement.

     "Escrow Closing Requirement" is defined in Section 2.2(b).

     "Equitable" shall mean The Equitable Life Assurance Society of the
United States, a New York corporation, the "seller" of the Properties
under the Purchase Agreement.

     "Event of Default" is defined in Section 5.14(a).

     "Executive Committee" is defined in Section 5.1.

     "Executive Committee Members" is defined in Section 5.1.

     "Exercising Party" is defined in Section 8.1.

     "Exercising Party's Property" and "Exercising Party's Properties"
are defined in Section 8.2.

     "Existing Financing" shall mean that certain financing with respect
to all of the Properties evidenced by those certain collateralized fixed
and floating rate notes in the aggregate principal sum of $485,000,000
issued by Equitable, which notes are secured by, inter alia, those
documents and instruments more particularly described on Exhibit B to
the Purchase Agreement.

     "Fiscal Year" is defined in the Allocations Exhibit.

     "Funds from Operations" shall mean net income (loss) (computed in
accordance with generally accepted accounting principles), excluding
gains (or losses) from debt restructuring and sales of property, plus
depreciation and amortization (excluding depreciation on personal
property and amortization of loan and financial instrument costs), and
after adjustments for unconsolidated entities.  Adjustments for
unconsolidated entities are calculated at the same basis.

     "Glossary of Defined Terms" is defined in the preamble paragraph to
this Agreement.

     "Gross Asset Value" is defined in the Allocations Exhibit.

     "Immediate Family" shall mean, with respect to any individual, such
individual's spouse, parents, parents-in-law, descendants, nephews,
nieces, brothers, sisters, brothers-in-law, sisters-in-law and children-
in-law.

     "Indemnitee" means (i) any Person that is (A) a Partner, (B) an
Executive Committee Member, (C) an Operating Committee Member or (D) a
director, officer, employee, trustee, agent or representative of a
Partner, and (ii) such other Persons (including Affiliates of a Partner
or the Partnership) as the Partners may mutually designate from time to
time.

     "Initial Capital Contributions" is defined in Section 2.2.

     "Initial Reserve Requirement" is defined in Section 2.2(b).

     "Initiating Party" is defined in Section 7.1.

     "Interim Operating Budget" is defined in Section 5.7(a).

     "Lien" shall mean any liens, security interests, mortgages, deeds
of trust, charges, claims, encumbrances, pledges, options, rights of
first offer or first refusal and any other rights or interests of others
of any kind or nature, actual or contingent, or other similar
encumbrances of any nature whatsoever.

     "Liquidator" is defined in Section 10.2.

     "Loan Default Transferee" is defined in Section 6.3(c).

     "Loan Default Transfer Notice" is defined in Section 6.3(c).

     "Macerich" is defined in the Introduction to this Agreement.

     "Macerich Management Agreement" is defined in Section 5.5.

     "Major Decision" is defined in Section 5.1(c).

     "Minimum Gain Attributable to Partner Nonrecourse Debt" is defined
in the Allocations Exhibit.

     "Net Cash Flow" means with respect to any period, the excess, if
any, of (a) all cash revenues and funds received by the Partnership from
any and all sources during such period, including reductions of
Partnership reserves established in accordance with this Agreement, but
excluding security deposit and other refundable deposits unless and
until earned or applied, over (b) the sum (without duplication) of all
capital, operating or other cash expenditures of the Partnership paid
during such period, plus all payments of principal, interest, fees and
related costs with respect to Partnership indebtedness made during such
period (including all such payments, fees and costs paid in connection
with the Existing Financing), plus all additions to Partnership reserves
established in accordance with this Agreement.  Net Cash Flow shall not
be reduced by depreciation, amortization, cost recovery deductions, or
similar non-cash allowances.

     "Net Income or Net Loss" is defined in the Allocations Exhibit.
     "Non-Competition Area" is defined in Section 1.8(b).

     "Noncontributing Party" is defined in Section 2.3(c).

     "Non-defaulting Party" is defined in Section 5.14(a).

     "Non-Exercising Party" is defined in Section 8.1.

     "Non-Exercising Party's Property" and "Non-Exercising Party's
Properties" are defined in Section 8.2.

     "Nonproposing Party"is defined in Section 1.8(b).

     "Nonrecourse Deductions" is defined in the Allocations Exhibit.

     "Nonrecourse Liabilities" is defined in the Allocations Exhibit.

     "Offering Notice" is defined in Section 7.1.

     "Operating Committee" is defined in Section 5.3.

     "Operating Committee Members" is defined in Section 5.3.

     "Operating Partnership" shall mean, in the case of SDG, Simon
DeBartolo Group, L.P., a Delaware limited partnership, and in the case
of Macerich, The Macerich Partnership, L.P., a Delaware limited
partnership, as well as their successors by consolidation or other
combination with or into another Person.

     "Original Approved Pre-Closing Budget" is defined in Section
2.2(c).

     "Other Interests" is defined in Section 1.8(a).

     "Partner Nonrecourse Deductions" is defined in the Allocations
Exhibit.

     "Partner Nonrecourse Debt" is defined in the Allocations Exhibit.

     "Partner" shall mean Macerich, MSPE, SDG and SSPE, and their
permitted successors and assigns that are admitted as Partners,
individually.

     "Partners" shall mean Macerich MSPE, SDG and SSPE, and their
permitted successors and assigns that are admitted as Partners.

     "Partnership" shall mean the partnership hereby constituted, as
such partnership may from time to time be constituted.



     "Partnership Interest" shall mean an ownership interest of a
Partner in the Partnership from time to time, including such Partner's
Percentage Interest and such Partner's Capital Account, and any and all
other benefits to which the holder of such Partnership Interest may be
entitled as provided in this Agreement, together with all obligations of
such Person to comply with the terms of this Agreement.

     "Partnership Interest Loan" is defined in Section 6.3(a).

     "Partnership Interest Loan Default Notice" is defined in Section
6.3(d).

     "Partnership Interest Loan Obligations" is defined in Section
6.3(a).

     "Partnership Minimum Gain" is defined in the Allocations Exhibit.

     "Partnership  Properties" shall mean any  tangible or intangible
property hereafter acquired by the Partnership.

     "Party" and "Parties" are defined in Section 1.1.

     "Percentage Interest" is defined in Section 2.1.

     "Permitted Transfers" is defined in Section 6.1(b).

     "Person" shall mean any individual or Entity.

     "Pledging Partner" is defined in Section 6.3(a)(xi).

     "Portfolio Offer Notice" is defined in Section 8.6(a).

     "Portfolio Offer Price" is defined in Section 8.6(a).

     "Portfolio Selling Party" is defined in Section 8.6(a).

     "Principal Office" is defined in Section 1.4.

     "Property" shall mean any of the Properties individually.

     "Properties" shall mean , collectively, the Partnership Properties
and the Underlying Properties.

     "Property Manager" shall mean the property manager for any
particular Property engaged pursuant to a Macerich Management Agreement
or SDG Management Agreement, as the case may be, as well as any property
manager approved by the Executive Committee, pursuant to Section
5.1(c)(ii), with respect to any Partnership Property.

     "Proposal" is defined in Section 1.8(b).

     "Proposing Party" is defined in Section 1.8(b).

     "Purchase Agreement" shall mean that certain Purchase and Sale
Agreement by and between Equitable and SM Portfolio Partners, which
provides for the sale of the Properties by Equitable to SM Portfolio
Partners, subject to the Existing Financing.

     "Purchase Price" is defined in Section 7.1.

     "Purchasing Party" is defined in Section 7.2.

     "REIT" is defined in Section 1.3.

     "Real Estate Activity" is defined in Section 1.8(b).

     "Regulations" shall mean the final, temporary or proposed Income
Tax Regulations promulgated under the Code, as such regulations may be
amended from time to time (including corresponding provisions of
succeeding regulations).

     "Regulatory Allocations" is defined in the Allocations Exhibit.

     "Related Persons" is defined in Section 1.8.

     "Remaining Party" is defined in Section 8.6(a).

     "Responding Party" is defined in Section 7.1.

     "SDG" is defined in the Introduction to this Agreement.

     "SDG Management Agreement" is defined in Section 5.5.

     "Subject Property" is defined in Section 7.1.

     "Tax Item" is defined in the Allocations Exhibit.
     "Term" is defined in Section 1.5.

     "Transfer" means, as a noun, any voluntary or involuntary transfer,
sale, other disposition, hypothecation or encumbrance, and, as a verb,
voluntarily or involuntarily to transfer, sell, otherwise dispose of,
hypothecate or encumber.

     "Transferee" is defined in Section 6.2.

     "Underlying Partnership" shall mean SDG Macerich Properties, L.P.,
a Delaware limited partnership, which owns the Properties.

     "Underlying  Properties" shall mean the real properties to be
acquired by the Underlying Partnership  pursuant to the Purchase
Agreement, each of which real properties is more specifically identified
and defined on Schedule 4 attached hereto, together with all other
tangible and intangible property to be acquired by the Underlying
Partnership pursuant to the Purchase Agreement.

     "Unrealized Gain" is defined in the Allocations Exhibit.

     "Unrealized Loss" is defined in the Allocations Exhibit.
                                EXHIBIT A

                           Allocations Exhibit


     Each Capitalized term used in this Allocations Exhibit either is
defined in the Glossary of Defined Terms to the Agreement or in Section
5 of this Allocations Exhibit.


1.   Capital Accounts.

     1.1  Establishment and Maintenance of Capital Accounts.  The
Partnership shall establish and maintain for each Partner a separate
account ("Capital Account") in accordance with the rules of Regulations
Section 1.704-1(b)(2)(iv) and this Allocations Exhibit.  The Capital
Account of each Partner shall be increased by (i) the amount of all
Capital Contributions and any other contributions made by such Partner
to the Partnership pursuant to the Agreement, (ii) the amount of Net
Income allocated to such Partner pursuant to Section 2.1 of this
Allocations Exhibit, and (iii) the amount of any other items of income
or gain specially allocated to such Partner pursuant to Section 3 of
this Allocations Exhibit.  The Capital Account of each Partner shall be
decreased by (i) the amount of cash or Gross Asset Value (net of any
liabilities to which the Partnership Assets distributed are subject) of
any distributions of cash or property made to such Partner pursuant to
the Agreement, (ii) the amount of Net Loss allocated to such Partner
pursuant to Section 2.2 of this Allocations Exhibit, and (iii) the
amount of any other items of deduction or loss specially allocated to
such Partner pursuant to Section 3 of this Allocations Exhibit.  The
initial balance of each Partner's Capital Account shall equal the amount
of such Partner's Capital Contribution to the Partnership on the date
hereof as described in Article 2 of the Agreement.  The Capital Accounts
of each Partner shall be increased or decreased to reflect the
revaluation of Partnership Assets under Section 1.3 of this Allocations
Exhibit.

     1.2  Transferees.  Generally, a transferee (including any assignee)
of a Partnership Interest shall succeed to a pro rata portion of the
Capital Account of the transferor; provided, however, that, if the
transfer causes a termination of the Partnership under Section
708(b)(1)(B) of the Code, the Partnership's properties and liabilities
shall be deemed, solely for federal income tax purposes, to have been
contributed to a new Partnership in exchange for an interest in the new
Partnership, and the terminated Partnership distributes interests in the
new Partnership to the purchasing Partner and the other remaining
Partners in proportion to their respective Percentage Interests in
liquidation of the terminated Partnership.  In such event, the Gross
Asset Values of the Partnership properties shall be adjusted immediately
prior to such deemed contribution pursuant to Section 1.3(b) of this
Allocations Exhibit.  The Capital Accounts of such reconstituted
Partnership shall be maintained in accordance with the principles of
this Allocations Exhibit.

     1.3  Revaluations of Partnership Assets.

          (a)  Consistent with the provisions of Regulations Section
     1.704-1(b)(2)(iv)(f), and as provided in this Section 1.3, the
     Gross Asset Values of all Partnership Assets shall be adjusted
     upward or downward to reflect any Unrealized Gain or Unrealized
     Loss attributable to such Partnership Assets, as of the times of
     the adjustments provided in Section 1.3(b) of this Allocations
     Exhibit, as if such Unrealized Gain or Unrealized Loss had been
     recognized on an actual sale of each such property and allocated
     pursuant to this Allocations Exhibit.

          (b)  Such adjustments shall be made as of the following times:
     (i) immediately prior to the acquisition of an additional interest
     in the Partnership, after the date hereof, by any new or existing
     Partner in exchange for more than a de minimis Capital
     Contribution; (ii) immediately prior to the distribution by the
     Partnership to a Partner of more than a de minimis amount of
     property as consideration for an interest in the Partnership; and
     (iii) immediately prior to the liquidation of the Partnership
     within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g);
     provided, however, that adjustments pursuant to clauses (i) and
     (ii) above shall be made only if the Partners determine that such
     adjustments are necessary or appropriate to reflect the relative
     economic interests of the Partners in the Partnership.

          (c)  In accordance with Regulations Section 1.704-
     1(b)(2)(iv)(e) the Gross Asset Value of Partnership Assets
     distributed in kind shall be adjusted upward or downward to reflect
     any Unrealized Gain or Unrealized Loss attributable to such
     Partnership property, as of the time any such asset is distributed.

          (d)  In determining Unrealized Gain or Unrealized Loss for
     purposes of this Allocations Exhibit, the aggregate cash amount and
     fair market value of all Partnership Assets (including cash or cash
     equivalents) shall be determined by the Partners using such
     reasonable methods of valuation as they may adopt, or in the case
     of a liquidating distribution pursuant to Article 10 of the
     Agreement, be determined and allocated by the Liquidator using such
     reasonable methods of valuation as it may adopt.  The Partners, or
     the Liquidator, as the case may be, shall allocate such aggregate
     value among the assets of the Partnership (in such manner as it
     determines in its sole and absolute discretion necessary to arrive
     at a fair market value for individual properties).

     1.4  Compliance with Regulations.  The provisions of this
Allocations Exhibit relating to the maintenance of Capital Accounts are
intended to comply with Regulations Section 1.704-1(b), and shall be
interpreted and applied in a manner consistent with such Regulations.
In the event the Partners shall determine that it is prudent to modify
the manner in which the Capital Accounts, or any debits or credits
thereto (including, without limitation, debits or credits relating to
liabilities which are secured by contributed or distributed property or
which are assumed by the Partnership, or any of the Partners), are
computed in order to comply with such Regulations, the Partners may make
such modification, provided that it is not likely to have a material
effect on the amounts distributable to any Person pursuant to Article 10
of the Agreement upon the dissolution of the Partnership.  The Partners
also shall (i) make any adjustments that are necessary or appropriate to
maintain equality between the Capital Accounts of the Partners and the
amount of Partnership capital reflected on the Partnership's balance
sheet, as computed for book purposes, in accordance with Regulations
Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate
modifications in the event unanticipated events might otherwise cause
the Agreement and this Allocations Exhibit not to comply with
Regulations Section 1.704-(b).

2.   Allocation of Net Income and Net Loss.  After giving effect to the
special allocations set forth in Section 3 of this Allocations Exhibit,
Net Income and Net Loss for any Fiscal Year or other applicable period
shall be allocated to the Partners in accordance with their respective
Percentage Interests.

3.   Special Allocations.

     Notwithstanding any other provision of the Agreement or this
Allocations Exhibit, the following special allocations shall be made in
the following order:

     3.1  Minimum Gain Chargeback.  Notwithstanding any other provisions
of this Allocations Exhibit, if there is a net decrease in Partnership
Minimum Gain during any Fiscal Year, each Partner shall be specially
allocated items of Partnership income and gain for such year (and, if
necessary, subsequent years) in an amount equal to such Partner's share
of the net decrease in Partnership Minimum Gain, as determined under
Regulations Section 1.704-2(g).  Allocations pursuant to the previous
sentence shall be made in proportion to the respective amounts required
to be allocated to each Partner pursuant thereto.  The items to be so
allocated shall be determined in accordance with Regulations Section
1.704-2(f)(6).  This Section 3.1 is intended to comply with the minimum
gain chargeback requirements of Regulations Section 1.704-2(f) and shall
be interpreted consistently therewith.

     3.2  Partner Minimum Gain Chargeback.  Notwithstanding any other
provision of this Allocations Exhibit (except Section 3.1), if there is
a net decrease in Minimum Gain Attributable to a Partner Nonrecourse
Debt during any Fiscal Year, each Partner who has a share of the
Partnership Minimum Gain Attributable to such Partner Nonrecourse Debt,
determined in accordance with Regulations Section 1.704-2(i)(5), shall
be specially allocated items of Partnership income and gain for such
year (and, if necessary, subsequent years) in an amount equal to such
Partner's share of the net decrease in Partnership Minimum Gain
Attributable to such Partner Nonrecourse Debt, determined in accordance
with Regulations Section 1.704-2(i)(5).  Allocations pursuant to the
previous sentence shall be made in proportion to the respective amounts
required to be allocated to each Partner pursuant thereto.  The items to
be so allocated shall be determined in accordance with Regulations
Section 1.704-2(i)(4).  This Section 3.2 is intended to comply with the
minimum gain chargeback requirements of Regulations Section 1.704-
2(i)(4) and shall be interpreted consistently therewith.
     3.3  Interest on Default Loans.  Interest Deductions with respect
to any Default Loan shall be allocated to the Noncontributing Partner
with respect to such Default Loan.

     3.4  Partner Nonrecourse Deductions.  Any Partner Nonrecourse
Deductions for any Fiscal Year shall be specially allocated to the
Partner who bears the economic risk of loss, under Regulations Section
1.704-2(i)(1), with respect to the Partner Nonrecourse Debt to which
such Partner Nonrecourse Deductions are attributable in accordance with
Regulations Section 1.704-2(i)(2).

     3.5  Code Section 754 Adjustments.  To the extent an adjustment to
the adjusted tax basis of any Partnership Asset pursuant to Section 732,
734 or 743 of the Code is required, pursuant to Regulations Section
1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital
Accounts, the amount of such adjustment to the Capital Accounts shall be
treated as an item of gain (if the adjustment increases the basis of the
asset) or loss (if the adjustment decreases such basis), and such item
of gain or loss shall be specially allocated to the Partners in a manner
consistent with the manner in which their Capital Accounts are required
to be adjusted pursuant to such Section of the Regulations.

     3.6  Curative Allocations.  The allocations set forth in Sections
3.1, 3.2, 3.3 and 3.5 (the "Regulatory Allocations") are intended to
comply with certain requirements of Regulations Sections 1.704-1(b) and
1.704-2.  Notwithstanding any provisions of Sections 2 and 3 to the
contrary (other than the Regulatory Allocations), the Regulatory
Allocations shall be taken into account in allocating other items of
income, gain, loss and deduction among the Partners so that, to the
extent possible, the cumulative net amount for the allocations of
Partnership items under Sections 2 and 3 hereof shall be equal to the
net amount that would have been allocated had the Regulatory Allocations
not occurred.  This Section 3.8 is intended to minimize to the extent
possible and to the extent necessary any economic distortions which may
result from application of the Regulatory Allocations and shall be
interpreted in a manner consistent therewith.

4.   Allocations for Tax Purposes.

     4.1  Generally.  Except as otherwise provided in this Section 4,
for federal income tax purposes, each item of income, gain, loss and
deduction (a "Tax Item") shall be allocated among the Partners in the
same manner as its correlative item of "book" income, gain, loss or
deduction is allocated among the Partners pursuant to Sections 2 and 3
of this Allocations Exhibit.

     4.2  Sections 1245/1250 Recapture.  If any portion of gain from the
sale of property is treated as gain which is ordinary income by virtue
of the application of Code Sections 1245 or 1250 ("Affected Gain"), then
(i) such Affected Gain shall be allocated among the Partners in the same
proportion that the depreciation and amortization deductions giving rise
to the Affected Gain were allocated and (ii) other Tax Items of gain of
the same character that would have been recognized, but for the
application of Code Sections 1245 and/or 1250, shall be allocated away
from those Partners who are allocated Affected Gain pursuant to
Clause (i) so that, to the extent possible, the other Partners are
allocated the same amount and type, of capital gain that would have been
allocated to them had Code Sections 1245 and/or 1250 not applied.  For
purposes hereof, in order to determine the proportionate allocations of
depreciation and amortization deductions for each Fiscal Year or other
applicable period, such deductions shall be deemed allocated on the same
basis as Net Income and Net Loss for such period.

     4.3  Tax Allocations:  Code Section 704(c).  In accordance with
Code Section 704(c) and the Regulations promulgated thereunder, income,
gain, loss and deduction with respect to any property contributed to the
capital of the Partnership shall, solely for tax purposes, be allocated
among the Partners so as to take account of any variation between the
adjusted basis of such property to the Partnership for federal income
tax purposes and its initial Gross Asset Value.  In the event the Gross
Asset Value of any Partnership asset is adjusted pursuant to Section 1.3
of this Allocations Exhibit, subsequent allocations of income, gain,
loss and deduction with respect to such asset shall take account of any
variation between the adjusted basis of such asset to the Partnership
for federal income tax purposes and its Gross Asset Value in the same
manner as under Code Section 704(c) and the Regulations promulgated
thereunder.  Without limiting the foregoing, the Partners shall allocate
income, gain, loss and deduction with respect to any property acquired
as of the date hereof, the adjusted basis of which differs from its
Gross Asset Value, among the Partners on a property by property basis,
subject to the application of the "ceiling limitation," in accordance
with Regulations Section 1.704-3(b).  The Partners shall allocate
income, gain, loss and deduction with respect to any property acquired
after the date hereof, the adjusted basis of which differs from its
Gross Asset Value, among the Partners under any method the they may
elect, so long as such method is set forth in the Regulations
promulgated under Section 704(c) of the Code on the date such property
is acquired.

5.   Definitions.

          "Affected Gain" is defined in Section 4.2.

          "Depreciation" means, for each Fiscal Year, an amount equal to
the depreciation, amortization, or other cost recovery deduction
allowable with respect to an asset for such Fiscal Year, except that if
the Gross Asset Value of an asset differs from its adjusted basis for
federal income tax purposes at the beginning of such Fiscal Year,
Depreciation shall be an amount which bears the same ratio to such
beginning Gross Asset Value as the federal income tax depreciation,
amortization or other cost recovery deduction for such Fiscal Year bears
to such beginning adjusted tax basis; provided, however, that if the
adjusted basis for federal income tax purposes of an asset at the
beginning of such Fiscal Year is zero, Depreciation shall be determined
with reference to such beginning Gross Asset Value using any reasonable
method selected by the Partners.

          "Fiscal Year" means each calendar year, or partial calendar
year, occurring during the term of the Partnership, or such other Fiscal
Year as may be adopted by the Executive Committee from time to time.
          "Gross Asset Value" means, with respect to any asset, the
asset's adjusted basis for federal income tax purposes, except as
follows:

          (i)  the initial Gross Asset Value of any asset contributed by
     a Partner to a Partnership shall be the gross fair market value of
     such asset on the date of contribution to the Partnership, as
     determined by the Partners;

                    (ii) the Gross Asset Values of all Partnership
               Assets shall be adjusted in accordance with Section 1.3
               of this Allocations Exhibit; and

                    (iii)     the Gross Asset Value of an asset shall be
               adjusted each Fiscal Year by the Depreciation with
               respect to such asset taken into account for purposes of
               computing Net Income and Net Loss for such year.

          "Minimum Gain Attributable to Partner Nonrecourse Debt" shall
mean "partner nonrecourse debt minimum gain" as determined in accordance
with Regulation Section 1.704-2(i)(2).

          "Net Income or Net Loss" shall mean, for each Fiscal Year or
other applicable period, an amount equal to the Partnership's taxable
income or loss for such year or period, determined in accordance with
Section 703(a) of the Code (for this purpose, all items of income, gain,
loss or deduction required to be stated separately pursuant to Section
703(a) of the Code shall be included in taxable income or loss), with
the following adjustments:

                    (i)  The computation of all items of income, gain,
               loss and deduction shall be made without regard to the
               fact that items described in Sections 705(a)(1)(B) or
               705(a)(2)(B) of the Code are not includable in gross
               income or are neither currently deductible nor
               capitalized for federal income tax purposes;

                    (ii) Any income, gain or loss attributable to the
               taxable disposition of any Partnership property shall be
               determined as if the adjusted basis of such property as
               of such date of disposition were equal in amount to the
               Partnership's Gross Asset Value with respect to such
               property as of such date;

                    (iii)     In lieu of the depreciation, amortization,
               and other cost recovery deductions taken into account in
               computing such taxable income or loss, there shall be
               taken into account Depreciation for such Fiscal Year;

                    (iv) In the event the Gross Asset Value of any
               Partnership property is adjusted to reflect any
               Unrealized Gain or Unrealized Loss with respect to such
               property pursuant to Section 1.3 hereof, the amount of
               any such Unrealized Gain or Unrealized Loss shall be
               taken into account as gain or loss from the disposition
               of such property; and

                    (v)  Any items specially allocated under Article 3
               of this Allocations Exhibit shall not be taken into
               account.

          "Nonrecourse Deductions" shall have the meaning set forth in
Sections 1.704-2(b)(1) and (c) of the Regulations.

          "Nonrecourse Liabilities" shall have the meaning set forth in
Section 1.752-1(a)(2) of the Regulations.

          "Partner Nonrecourse Deductions" shall have the meaning set
forth in Section 1.704-2(i)(1) of the Regulations.

          "Partner Nonrecourse Debt" shall have the meaning set forth in
Section 1.704-2(b)(4) of the Regulations.

          "Partnership Minimum Gain" shall have the meaning set forth in
Sections 1.704-2(b)(2) and (d)(1) of the Regulations.

          "Tax Item" is defined in Section 4.1 of this Allocations
Exhibit.

          "Unrealized Gain" means, with respect to any Partnership
property as of any particular date, the excess of (i) the gross fair
market value of such property on such date as determined in accordance
with Section 1.3 of this Allocations Exhibit, over (ii) the Gross Asset
Value of such property to the Partnership on such date.

          "Unrealized Loss" means, with respect to any Partnership
property as of any particular date, the excess of (i) the Gross Asset
Value of such property to the Partnership on such date, over (ii) the
gross fair market value of such property on such date, as determined in
accordance with Section 1.3 of this Allocations Exhibit as of such date.

                               SCHEDULE 1


                  ORIGINAL APPROVED PRE-CLOSING BUDGET


To be mutually approved by SDG and Macerich and incorporated into this
Agreement by an amendment signed by SDG and Macerich.

                               SCHEDULE 2


                       MACERICH MANAGED PROPERTIES


1.   Empire East
     Sioux Falls, South Dakota

2.   Empire Mall
     Sioux Falls, South Dakota

3.   Lindale Mall
     Cedar Rapids, Iowa

4.   Mesa Mall
     Grand Junction, Colorado

5.   Rushmore Mall
     Rapid City, South Dakota

6.   Southern Hills Mall
     Sioux City, Iowa

7.   Southridge Mall
     Des Moines, Iowa

                               SCHEDULE 3


                         SDG MANAGED PROPERTIES



1.   Eastland Mall
     Evansville, Indiana

2.   Granite Run Mall
     Media, Pennsylvania

3.   Lake Square Mall
     Leesburg, Florida

4.   NorthPark Mall
     Davenport, Iowa

5.   SouthPark Mall
     Moline, Illinois

6.   Valley Mall
     Harrisonburg, Virginia

                               SCHEDULE 4


                           LIST OF PROPERTIES


1.   Eastland Mall
     Evansville, Indiana

2.   Empire East
     Sioux Falls, South Dakota

3.   Empire Mall
     Sioux Falls, South Dakota

4.   Granite Run Mall
     Media, Pennsylvania

5.   Lake Square Mall
     Leesburg, Florida

6.   Lindale Mall
     Cedar Rapids, Iowa

7.   Mesa Mall
     Grand Junction, Colorado

8.   NorthPark Mall
     Davenport, Iowa

9.   Rushmore Mall
     Rapid City, South Dakota

10.  Southern Hills Mall
     Sioux City, Iowa

11.  SouthPark Mall
     Moline, Illinois

12.  Southridge Mall
     Des Moines, Iowa

13.  Valley Mall
     Harrisonburg, Virginia
                               SCHEDULE 5


                           NONCOMPETITION AREA




To be mutually approved by SDG and Macerich and incorporated into this
Agreement by an amendment signed by SDG and Macerich.

============================================================================
                                                               EXHIBIT 10.63

                      LIMITED PARTNERSHIP AGREEMENT
                                    
                    OF SDG MACERICH PROPERTIES, L.P.
                                    
                                    
                                    
                                    
                                    

                            TABLE OF CONTENTS


                                                                    Page


ARTICLE I  DEFINITIONS                                               1
      1.1  Definitions                                               1

ARTICLE II GENERAL PROVISIONS                                        6
      2.1  Formation and Organization                                6
      2.2  Partnership Name                                          7
      2.3  Purpose                                                   7
      2.4  Registered Office; Registered Agent                       7
      2.5  Term                                                      7
      2.6  Filings                                                   7
      2.7  Bankruptcy Limitations                                    7

ARTICLE III    PARTNERS' CAPITAL CONTRIBUTIONS                       8
      3.1  Capital Contributions of the Partners                     8
      3.2  Other Matters                                             8

ARTICLE IV ALLOCATIONS                                               8
      4.1  Allocation of Profits and Losses                          8
      4.2  Elections                                                 9

ARTICLE V  DISTRIBUTIONS                                             9
      5.1  Distributions                                             9
      5.2  Amounts Withheld                                          9
      5.3  In Kind Distributions                                     9

ARTICLE VI MANAGEMENT                                               10
      6.1  Management Generally                                     10
      6.2  Executive Committee                                      10
      6.3  No Individual Authority                                  12
      6.4  Operating Committee.                                     12
      6.5  Warranted Reliance by Executive Committee Members and
           Operating Committee Members on Others                    14
      6.6  Authority of the General Partners                        15
      6.7  Tax Matters Partner                                      15
      6.8  Tax Elections                                            15
      6.9  Right to Rely on a General Partner                       15
      6.10 Duties and Obligations of General Partners               16
      6.11 Indemnification of General Partners                      18
      6.12 Reimbursement                                            18
      6.13 Removal of General Partners                              19
      6.14 Management Agreements                                    19
      6.15 REIT Status                                              20
      6.16 Defaults and Remedies                                    22

ARTICLE VII    AMENDMENTS                                           23
      7.1  Amendments                                               23

ARTICLE VIII    TRANSFERS OF PARTNERSHIP INTERESTS                  24
      8.1  Rights of Transferees                                    24

ARTICLE IX POWER OF ATTORNEY                                        24
      9.1  General Partner as Attorney                              24

ARTICLE X  DISSOLUTION AND WINDING UP                               24
      10.1 Liquidating Events                                       24
      10.2 Winding Up                                               25

ARTICLE XI BOOKS AND REPORTS                                        26
      11.1 Books of Account and Records 26

ARTICLE XII    MISCELLANEOUS                                        26
      12.1 Notices                                                  26
      12.2 Binding Effect                                           27
      12.3 Severability                                             27
      12.4 Governing Law                                            27
      12.5 Counterpart Execution                                    27

                     LIMITED PARTNERSHIP AGREEMENT
                                    
                    OF SDG MACERICH PROPERTIES, L.P.
                                    
                                    

           THIS  LIMITED PARTNERSHIP AGREEMENT is entered into and shall
be  effective as of the 24th day of February, 1998, by and between Simco
Acquisitions, Inc., a Delaware corporation ("Simco"), and a wholly owned
subsidiary  of Simon DeBartolo Group, Inc., a Maryland corporation,  and
Macerich Property EQ GP Corp., a Delaware corporation ("Macerich"),  and
a   wholly   owned  subsidiary  of  The  Macerich  Company,  a  Maryland
corporation   (each,   individually,   a   ``General   Partner,''    and
collectively,  the  ``General  Partners''),  and  SM  Portfolio  Limited
Partnership,  a  Delaware limited partnership, as the  Limited  Partner,
pursuant  to  the  provisions of the Delaware  Revised  Uniform  Limited
Partnership Act, on the following terms and conditions:

                                ARTICLE I

                               DEFINITIONS

    1.1         Definitions.   As used in this Agreement, the  following
terms have the following meanings:

        (a)     ``Act''  means  the  Delaware  Revised  Uniform  Limited
Partnership  Act, as set forth in Title 6, Chapter 17  of  the  Delaware
Code,  as amended from time to time (or any corresponding provisions  of
succeeding law).

       (b)      ``Affiliate'' shall have the meaning set form in the  SM
Partnership Agreement.

       (c)      ``Agreement''  or ``Partnership Agreement''  means  this
Agreement of Limited Partnership, as amended from time to time.

      (d)       ``Bankruptcy'' shall mean, with respect to any  Partner,
(i)  the  commencement by such Partner of any proceeding seeking  relief
under  any  provision or chapter of the federal Bankruptcy Code  or  any
other  federal  or  state  law  relating to  insolvency,  bankruptcy  or
reorganization; (ii) an adjudication that such Partner is  insolvent  or
bankrupt;  (iii)  the  entry of an order for relief  under  the  federal
Bankruptcy  Code with respect to such Partner; (iv) the  filing  of  any
such petition or the commencement of any such case or proceeding against
such  Partner, unless such petition and the case or proceeding initiated
thereby  are  dismissed within ninety (90) days from the  date  of  such
filing;  (v)  the  filing  of an answer by such  Partner  admitting  the
<PAGE> 01
material  allegations of any such petition; (vi) the  appointment  of  a
trustee,  receiver  or  custodian for all or substantially  all  of  the
assets  of  such Partner unless such appointment is vacated or dismissed
within  ninety (90) days from the date of such appointment but not  less
than  five  (5)  days  before the proposed sale of any  assets  of  such
Partner; (vii) the insolvency of such Partner or the execution  by  such
Partner of a general assignment for the benefit of creditors; (viii) the
convening  by such Partner of a meeting of its creditors, or  any  class
thereof,  for  purposes of effecting a moratorium upon or  extension  or
composition of its debts; (ix) the failure of such Partner  to  pay  its
debts  as  they  mature; (x) the levy, attachment,  execution  or  other
seizure  of  substantially all of the assets of such Partner where  such
seizure  is  not  discharged  within thirty  (30)  days  thereafter;  or
(xi)  the admission by such Partner in writing of its inability  to  pay
its debts as they mature or that it is generally not paying its debts as
they become due.

          (e)   ``Capital Account'' means, with respect to any  Partner,
the  Capital  Account  maintained for such Partner  in  accordance  with
Section 704(b) of the Code and the Regulations thereunder.

         (f)    ``Capital  Contributions'' means, with  respect  to  any
Partner, the amount of money or other property or assets contributed  to
the  Partnership from time to time with respect to the interest  in  the
Partnership held by such Person.

        (g)     ``Code''  means the Internal Revenue Code  of  1986,  as
amended from time to time (or any corresponding provisions of succeeding
law).

        (h)    ``Controlling Partner'' is defined in Section 6.16(c).

        (i)    ``Defaulting Partner'' is defined in Section 6.16.

        (j)    ``Depreciation'' means, for each Fiscal Year, an  amount
equal   to  the  depreciation,  amortization,  or  other  cost  recovery
deduction  allowable  with respect to an asset  for  such  Fiscal  Year,
except  that  if  the  Gross Asset Value of an asset  differs  from  its
adjusted Basis for Federal income tax purposes at the beginning of  such
Fiscal Year, Depreciation shall be an amount which bears the same  ratio
to   such  beginning  Gross  Asset  Value  as  the  Federal  income  tax
depreciation,  amortization, or other cost recovery deduction  for  such
Fiscal  Year  bears  to  such beginning adjusted  tax  basis;  provided,
however,  that if the adjusted basis for Federal income tax purposes  of
an  asset  at  the  beginning of such Fiscal Year is zero,  Depreciation
shall  be determined with reference to such beginning Gross Asset  Value
using any reasonable method selected by the General Partner.

          (k)  ``Employee Benefit Plan'' has the meaning assigned to the
term ``employee benefit plan'' in Section 3(3) of ERISA, which is or was
maintained or contributed to by the Partnership or a Related  Person  to
the Partnership.
<PAGE> 02
         (l)   ``Event of Default'' is defined in Section 6.16.


        (m)    ``Executive Committee'' shall have the meaning set forth
in Section 6.2.

        (n)    ``Executive Committee Members'' shall have  the  meaning
set forth in Section 6.2.

       (o)     ``Equitable''  shall mean The Equitable  Life  Assurance
Society  of  the United States, a New York corporation, the "seller"  of
the Properties under the Purchase Agreement.

       (p)     ``Existing Financing'' shall mean that certain financing
with  respect  to  all  of  the Properties evidenced  by  those  certain
collateralized fixed and floating rate notes in the aggregate  principal
sum  of  $485,000,000 issued by Equitable, which notes are  secured  by,
inter  alia, those documents and instruments more particularly described
on Exhibit B to the Purchase Agreement.

       (q)     ``Fiscal Year'' means (i) the period commencing  on  the
date  hereof  and ending on December 31, 1998 and, (ii)  any  subsequent
twelve (12) month period commencing on January 1.

       (r)     ``General  Partnership Interest'' means the  Partnership
Interest  held  by each General Partner constituting  one  half  of  one
percent  (.5%) of the total Partnership Interests outstanding and  owned
by all of the Partners.

      (s)      ``Gross  Asset  Value''  means  the  adjusted  basis  of
property  for Federal income tax purposes, except that the  Gross  Asset
Value  of  the  Property will be adjusted to its fair market  value  (i)
whenever such adjustment is required in order for allocations under this
Agreement  to  have "economic effect'' within the meaning of  Regulation
Section  1.704-1(b)(2)(iv), and (ii) if the  General  Partners  consider
appropriate,  whenever  such  adjustment is permitted  under  Regulation
Section  1.704-l(b)(2)(ii). If the Gross Asset Value of property  is  so
adjusted, such Gross Asset Value shall thereafter be further adjusted by
the  Depreciation  taken into account with respect  to  such  asset  for
purposes of computing Profits and Losses.

      (t)      ``Independent  Director'' means,  with  respect  to  any
Person,  a director of such Person who is not at the time of appointment
and  who  has not at any time during the preceding five (5) year  period
prior  to  such  director's appointment as a  director  and  during  the
continuation of such director's service as a director has not  been  and
does  not  become subsequently: (i) a partner, stockholder or holder  of
any other beneficial interest in such Person or in any Affiliate of such
Person, (ii) a director, officer, partner, trade creditor or employee of
such  Person  or  any partner, subsidiary or Affiliate of  such  Person,
<PAGE> 03
(iii)  a customer, service provider (including professionals), creditor,
supplier,  independent  contractor, manager, or  any  other  Person  who
derives  more than $2,000 annually from its activities with such  Person
or  any  Affiliate or partner of such Person (other than revenue derived
in  respect of being an Independent Director); (iv) a Person controlling
or  controlled by any of the Persons referenced in clauses (i)  (ii)  or
(iii)  above, or (v) a member of the immediate family of any such Person
referenced  in  clauses  (i), (ii), (iii)  or  (iv)  above.  Solely  for
purposes  of  this definition, (x) "Affiliate'' shall mean,  as  to  any
Person, any other Person that, directly or indirectly, is in control of,
is  controlled by, or is under common control with, such Person, and (y)
"control''  of  a  person shall mean (i) either the power,  directly  or
indirectly,  to  direct  or cause the direction of  the  management  and
policies  of  such  Person,  whether through  the  ownership  of  voting
securities,  by contract or otherwise or (ii) the ownership  of  10%  or
more of the voting securities of such Person.

          (u)   ``Limited   Partner''   means  SM   Portfolio   Limited
Partnership and any Person who has become a Limited Partner pursuant  to
the terms of this Agreement.

         (v)   ``Limited  Partnership Interest'' means that Partnership
Interest  held  by the Limited Partner constituting ninety-nine  percent
(99%) of the total Partnership Interests outstanding and owned by all of
the Partners.

        (w)    ``Macerich Management Agreement'' is defined in  Section
6.14.

       (x)      ``Majority  in  Interest '' means as  of  any  date  any
Partner or Partners whose aggregate Partnership Interests constitute  at
least  a  simple  majority of the aggregate Partnership  Interests  then
outstanding.

      (y)       ``Net  Cash  Flow  from  Operations''  means  the  gross
proceeds from Partnership operations, less the portion thereof  used  to
pay  or  establish reserves for all Partnership expenses, debt payments,
capital  improvements, replacements and contingencies, all as determined
by  the General Partners. "Net Cash Flow From Operations'' shall not  be
reduced  by  depreciation,  amortization, cost  recovery  deductions  or
similar  allowances but shall be increased by any reduction of  reserves
previously  established  pursuant to this paragraph  or  the  succeeding
paragraph.

     (z)        ``Net  Cash From Sales or Refinancings'' means  the  net
cash proceeds from the sale or other disposition and all refinancings of
the  Property, less any portion thereof used to establish reserves,  all
as  determined  by  the  General  Partners.  "Net  Cash  From  Sales  or
Refinancings''  shall include all principal and interest  payments  with
respect  to any note or other obligation received by the Partnership  in
connection with the sale or other disposition of the Property.

       (aa)     ``Operating Committee'' shall have the meaning set forth
in Section 6.4.
<PAGE> 04
      (bb)      ``Operating Committee Members'' shall have  the  meaning
set forth in Section 6.4.

     (cc)       ``Partners'' means all General Partners and all  Limited
Partners,  where no distinction is required by the context in which  the
term is used herein. "Partner'' means any one of the Partners.

      (dd)     ``Partnership'' means the partnership formed pursuant to
the certificate of limited partnership and this Agreement.

      (ee)      ``Partnership Interest'' means the respective percentage
interest  of  a  Partner in the Partnership as set forth  in  Exhibit  A
attached hereto.

      (ff)       ``Person''    means   any   individual,   partnership,
corporation, trust, or other entity.

      (gg)      ``Profits'' and ``Losses'' means, for each Fiscal  Year,
an  amount  equal to the Partnership's taxable income or loss  for  such
Fiscal Year, determined in accordance with Code Section 703(a) (for this
purpose,  all items of income, gain, loss, or deduction required  to  be
stated  separately pursuant to Code Section 703(a)(1) shall be  included
in taxable income or loss), with the following adjustments:

             (i)      Any  income of the Partnership that is exempt from
          Federal  income  tax and not otherwise taken into  account  in
          computing Profits or Losses pursuant to this subsection  shall
          be added to such taxable income or loss;

            (ii)      In the event the Gross Asset Value of any property
          is  adjusted pursuant to Subparagraph (i) of the definition of
          Gross  Asset  Value", the amount of such adjustment  shall  be
          taken into account as gain or loss from the disposition of the
          property for purposes of computing Profits or Losses;

            (iii)     Gain or loss resulting from the disposition of any
          property  shall  be computed by reference to the  Gross  Asset
          Value of such property, notwithstanding that the adjusted  tax
          basis of such property differs from its Gross Asset Value;

           (iv)       In  lieu  of  the depreciation, amortization,  and
          other cost recovery deductions taken into account in computing
          such taxable income or loss, there shall be taken into account
          Depreciation for such Fiscal Year, computed in accordance with
          the definition of Depreciation contained herein; and

            (v)       To  the  extent an adjustment to the adjusted  tax
          basis of any Partnership asset pursuant to Code Section 734(b)
          or  Code  Section 743(b) is required pursuant  to  Regulations
<PAGE> 05          
          Section  1.704-1(b)(2)(iv)(m)(4) to be taken into  account  in
          determining  Capital Accounts as a result  of  a  distribution
          other  than  in complete liquidation of a Partner's  Interest,
          the  amount of such adjustment shall be treated as an item  of
          gain  (if the adjustment increases the basis of the asset)  or
          loss (if the adjustment decreases the basis of the asset) from
          the  disposition of the asset and shall be taken into  account
          for purposes of computing Profits or Losses.

           (hh) ``Properties''  shall  mean the real  properties  to  be
acquired by the Partnership pursuant to the Purchase Agreement, each  of
which  real  properties is more specifically identified and  defined  on
Schedule  1  attached  hereto,  together with  all  other  tangible  and
intangible  property to be acquired by the Partnership pursuant  to  the
Purchase Agreement.

          (ii)  ``Property''   shall  mean  any   of   the   Properties
individually.

          (jj)  ``Property Manager'' shall mean the property manager for
any  particular  Property  engaged pursuant  to  a  Macerich  Management
Agreement or Simco Management Agreement, as the case may be, as well  as
any property manager approved by the Executive Committee with respect to
any Property.

         (kk)   ``Purchase Agreement'' shall mean that certain  Purchase
and  Sale  Agreement by and between Equitable and SM Portfolio Partners,
which  provides  for  the  sale of the Properties  by  Equitable  to  SM
Portfolio Partners, subject to the Existing Financing.

         (ll)   ``REIT''  means a "real estate investment trust"  within
the meaning of Section 856 of the Code.

         (mm)    ``Regulations''  means  the  Income  Tax   Regulations,
including  Temporary Regulations, promulgated under the  Code,  as  such
Regulations  may  be amended from time to time (including  corresponding
provisions of succeeding regulations).

        (nn)    ``SIMCO  Management Agreement'' is  defined  in  Section
6.14.

        (oo)     ``SM  Partnership  Agreement''  means  the  Partnership
Agreement of SM Portfolio Limited Partnership, dated as of February  24,
1998.

                               ARTICLE II

                           GENERAL PROVISIONS

           2.1  Formation and Organization. The Partners hereby agree to
form the Partnership as a limited partnership pursuant to the provisions
of  the  Act  and  upon  the  terms and conditions  set  forth  in  this
Agreement. Each Partner's initial Capital Contribution and corresponding
<PAGE> 06
Partnership Interest is set forth in Exhibit A, which is attached to and
forms  part  of this Agreement.  The Partnership shall be treated  as  a
partnership for Federal income tax purposes, and the Tax Matters Partner
(as  defined in Section 6.7) shall make any elections and take  any  and
all other actions necessary to effect such partnership status.

           2.2  Partnership Name. The name of the Partnership  shall  be
SDG Macerich Properties, L.P., and all business of the Partnership shall
be conducted in such name.

          2.3   Purpose.  The limited purposes for which the Partnership
is  organized  are  to  acquire,  improve,  lease,  finance,  refinance,
mortgage,  operate,  manage,  own,  hold,  sell  exchange  or  otherwise
disclose  of  or deal with the Properties, or any part thereof,  and  to
engage  in  any and all activities related or incidental  thereto.   The
Partnership shall not engage in any other business activity,  and  shall
not  own  any assets or incur any indebtedness other than the assets  or
indebtedness  relating to the Properties or otherwise in furtherance  of
the purposes of the Partnership.

        2.4     Registered  Office;  Registered  Agent.  The  registered
office and registered agent for service of process of the Partnership in
the   State  of  Delaware  shall  be  The  Corporation  Trust   Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801
or such other Person as the General Partners may appoint.

      2.5       Term. The term of the Partnership commenced on the  date
the  certificate of limited partnership was filed in the office  of  the
Secretary  of  State of Delaware in accordance with the  Act  and  shall
continue  until  the winding up and liquidation of the  Partnership  (in
accordance with Article X) and the completion of its business.

     2.6          Filings.

           (a) The General Partners shall take any and all other actions
as may be reasonably necessary to perfect and maintain the status of the
Partnership as a limited partnership or similar type of entity under the
laws  of  Delaware and any other states or jurisdictions  in  which  the
Partnership engages in business.

           (b)  Upon  the  dissolution of the Partnership,  the  General
Partners  shall  promptly execute and cause to be filed certificates  of
dissolution in accordance with the Act and the laws of any other  states
or jurisdictions in which the Partnership has filed certificates.

 2.7             Bankruptcy  Limitations.  The  Partnership  shall  not,
without  unanimous vote of the directors of the General Partners  (which
must  include the affirmative vote of at least one Independent  Director
of  each  General  Partner) (i) commence any case, proceeding  or  other
action  seeking  protection for the Partnership as a  debtor  under  any
existing  or  future  law  of any jurisdiction relating  to  bankruptcy,
insolvency,  reorganization or relief of debtors, (ii)  consent  to  the
<PAGE> 07
entry  of  an order for relief in or institution of any case, proceeding
or other action brought by any third party against the Partnership as  a
debtor under any existing or future law of any jurisdiction relating  to
bankruptcy, insolvency, reorganization or relief of debtors, (iii)  file
an answer in any involuntary case or proceeding described in clause (ii)
above  admitting  the  material allegations of the petition  therein  or
otherwise  failing to contest any such involuntary case  or  proceeding,
(iv)  seek  or  consent  to the appointment of a  receiver,  liquidator,
assignee,  trustee, sequestrator, custodian or any similar official  for
the Partnership or for a substantial portion of its properties, (v) make
any  assignment for the benefit of the creditors of the Partnership,  or
(vi) admit in writing the inability of the Partnership to generally  pay
its debts as they mature or that the Partnership is generally not paying
its debts as they become due.

                                 ARTICLE III

                     PARTNERS' CAPITAL CONTRIBUTIONS

        3.1     Capital Contributions of the Partners. Each Partner  has
made  the  initial Capital Contributions set forth in Exhibit A attached
hereto  and  any subsequent Capital Contributions shall be reflected  in
the  books and records of the Partnership. No Partner shall be obligated
to  make  any  additional  Capital  Contributions.  Each  Partner  shall
establish   and  maintain  a  Capital  Account  with  respect   to   the
Partnership.

      3.2         Other Matters.

           (a)  Except  as  otherwise  provided in  this  Agreement,  no
Partner shall demand or receive a return of its Capital Contributions or
withdraw from the Partnership without the consent of all Partners.

           (b)   The  General  Partners  shall  not  have  any  personal
liability for the repayment of any Capital Contributions of any  Limited
Partner.

          (c)   The  Limited Partner shall not be personally liable  for
the   debts,  liabilities,  contracts  or  other  obligations   of   the
Partnership.

                                ARTICLE IV

                               ALLOCATIONS

  4.1           Allocation of Profits and Losses. The Profits and Losses
of  the  Partnership shall be allocated among the Partners in accordance
with their Partnership Interests; provided, however, that, in accordance
with  Code  Section 704(c) and the Regulations thereunder and Regulation
Section 1.704-1(b)(4)(i), income, gain, loss, and deduction with respect
to  any  property  contributed to the capital of the Partnership  shall,
solely  for tax purposes, be allocated among the Partners so as to  take
<PAGE> 08
account of any variation between the adjusted basis of such property  to
the  Partnership for federal income tax purposes and its  initial  Gross
Asset Value.

   4.2         Elections.  In no event shall the Tax Matters Partner (as
defined  in Section 6.7) make any election or cause any election  to  be
made  that  would cause the Partnership to be treated as an  association
taxable  as  a  corporation for Federal income tax purposes.  Except  as
otherwise  expressly  provided herein, any  tax  elections  required  or
permitted to be made by the Partnership under the Code or otherwise, and
all  material  decisions  with respect to the  calculation  of  the  Net
Profits  or Net Losses of the Partnership, shall be made in such  manner
as may be determined by the General Partners to be in the best interests
of the Partners.

                                ARTICLE V

                              DISTRIBUTIONS

 5.1            Distributions. Net Cash Flow From Operations,  Net  Cash
Flow  from  Sales  or Refinancings, and, except as otherwise  prohibited
under  this  Agreement, any of the Properties, shall be  distributed  at
such  times  as the General Partners may determine, to the Partners  pro
rata in accordance with their Partnership Interests.

    5.2         Amounts Withheld. The General Partners are authorized to
withhold from distributions or allocations to a Partner and to pay  over
to  any  Federal, state or local government any amounts required  to  be
withheld  pursuant to the Code or any provisions of any  other  Federal,
state  or  local  law  with  respect to  any  payment,  distribution  or
allocation to the Partnership or the Partner and shall allocate any such
amounts  to the Partner with respect to which such amount was  withheld.
All  amounts so withheld shall be treated as amounts distributed to such
Partner,  and  will  reduce the amount otherwise distributable  to  such
Partner,  pursuant  to  this  Article V  for  all  purposes  under  this
Agreement.

    5.3         In  Kind Distributions. If there shall occur, as between
the  General  Partners, a deadlock over a Buy-Sell  Major  Decision  (as
defined  in  the SM Partnership Agreement), then either General  Partner
may  elect  to  cause the Property with respect to which  such  deadlock
exists  to be distributed in kind to the Partners pro rata in accordance
with  their  Partnership Interests; provided, however, that no  such  in
kind   distribution   shall   occur   unless,   either   prior   to   or
contemporaneously with such distribution, the Property is released  from
the Existing Financing, or any other lien or encumbrance to which it may
become subject after the date hereof.
<PAGE> 09
                               ARTICLE VI

                               MANAGEMENT

      6.1        Management   Generally.     The   management   of   the
Partnership  shall  be  vested  in  the Executive  Committee,  Operating
Committee  and the General Partners constituted as hereinafter provided.
The  Limited Partner shall have no part in the management or control  of
the  Partnership, shall have no authority or right to act on  behalf  of
the  Partnership in connection with any matter, and shall have no  right
to  consent to or approve any action by the General Partners  except  as
expressly provided herein or as required by the Act.

    6.2         Executive  Committee.     The Partnership shall  at  all
times  have an executive committee (the "Executive Committee")  composed
of two individuals (the "Executive Committee Members") who shall oversee
the performance of the Operating Committee.

           (a)      Membership and Voting.

                     (i)   Membership.   The  Executive  Committee  will
     consist  of  two  (2)  Executive Committee Members,  with  one  (1)
     Executive  Committee  Member appointed  by  each  General  Partner.
     Concurrently with the execution and delivery of this Agreement, the
     General  Partners  have notified one another in  writing  of  their
     respective  initial  appointed Executive  Committee  Member.   Each
     General  Partner  may, at any time, appoint an alternate  Executive
     Committee  Member  by  prior written notice to  the  other  General
     Partner's  appointed Executive Committee Member and such alternates
     will  have  all  the  powers, authority and  duties  of  a  regular
     Executive Committee Member in the absence or inability of a regular
     Executive  Committee Member to serve.  In no event, however,  shall
     the  other  Executive Committee Member be under any  obligation  to
     make  inquiries  as to, or verify or confirm, any such  absence  or
     inability  to  serve  of a regular Executive Committee  Member,  it
     being  understood  and agreed that the Executive Committee  Members
     shall  be  entitled to rely upon and accept an alternate  Executive
     Committee Member's assertion of the absence or inability  to  serve
     of  the  regular  Executive  Committee Member  in  question.   Each
     General  Partner  shall  cause  its appointed  Executive  Committee
     Member and alternate Executive Committee Member to comply with  the
     terms  of this Agreement.  Each General Partner will have the power
     to  remove  its  Executive Committee Member or alternate  Executive
     Committee  Member appointed by it by written notice  to  the  other
     General  Partner's Executive Committee Member.   Vacancies  on  the
     Executive  Committee will be filled by appointment by  the  General
     Partner  that  appointed the Executive Committee Member  previously
     holding the position that is then vacant.  The General Partners may
     mutually  agree to increase or decrease the size of  the  Executive
     Committee  proportionately,  from time  to  time.   Notices  to  an
     Executive  Committee  Member shall be delivered  to  such  Person's
     attention at the address set forth in Section 12.1 for the  General
     Partner  that  appointed  such  Executive  Committee  Member.    No
<PAGE> 10     
     appointment  or  removal  by  a General  Partner  of  an  Executive
     Committee Member or alternate Executive Committee Member  shall  be
     effective until written notice of such action is received or deemed
     received pursuant to Section 12.1 by the Executive Committee Member
     of  the  other  General  Partner.  Each  General  Partner  and  its
     respective  Executive  Committee  Member  and  alternate  Executive
     Committee  Member,  when dealing with the other  General  Partner's
     respective  Executive  Committee  Member  and  alternate  Executive
     Committee Member, (i) shall be entitled to rely upon and accept the
     written  act,  approval, consent or vote  of  each  of  such  other
     General  Partner's  then-appointed Executive Committee  Member  and
     alternate  Executive Committee Member, and (ii) shall be  under  no
     obligation to make any inquiries in order to verify or confirm  any
     of such written acts, approvals, consents or votes.
              (ii)   Voting.  Each Executive Committee Member shall have
     one  vote on any decision of the Executive Committee.  An Executive
     Committee  Member  may  give a written proxy to  another  Executive
     Committee  Member  to  vote  on such Executive  Committee  Member's
     behalf  in  such Executive Committee Member's absence.   Except  as
     expressly provided to the contrary in this Agreement, all  actions,
     decisions,  capital calls, determinations, waivers,  approvals  and
     consents  to be taken or given by the Executive Committee  must  be
     unanimously approved by the Executive Committee Members (whether or
     not present at the meeting at which such vote occurs).

             (b)      Meetings  of  the  Executive Committee;  Time  and
Place.   Unless  otherwise  agreed by the Executive  Committee,  regular
meetings  of  the Executive Committee shall be held no less  often  than
quarterly  at  such  time and at such place as the  Executive  Committee
shall  determine.   At  such regular meetings, the  Operating  Committee
shall  report  on  the  financial  performance  and  condition  of   the
Partnership  on  a  year-to-date basis (including cash flows,  reserves,
outstanding  loans,  and  compliance  efforts),  progress   on   capital
projects,   material   contracts  entered  into,  material   litigation,
marketing and leasing efforts, deviations from any budget and such other
matters relevant to the management and operation of the Partnership  and
the  Properties.  Special meetings of the Executive Committee  shall  be
held  on  the call of any Executive Committee Member; provided  that  at
least  three  (3)  business  days' notice  is  given  to  all  Executive
Committee  Members  (unless written waiver of this  requirement  by  all
Executive  Committee Members is obtained).  A quorum for  any  Executive
Committee  meeting  shall consist of not less  than  two  (2)  Executive
Committee Members (one appointed by each General Partner) present either
in  person  or  by  proxy.   The Executive Committee  may  make  use  of
telephones and other electronic devices to hold meetings; provided  that
the  Executive Committee Members participating in such meeting can  hear
one  another.  The Executive Committee may act without a meeting if  the
action  taken  is  reduced  to writing and  approved  by  the  Executive
Committee  in  accordance  with  the other  voting  provisions  of  this
Agreement.   Written  minutes shall be taken  at  each  meeting  of  the
Executive Committee.  However, any action taken or matter agreed upon by
the  Executive Committee shall be deemed final, whether or  not  written
minutes are ever prepared or finalized.
<PAGE> 11
         6.3    No  Individual Authority.  Except as otherwise expressly
provided  in  this Agreement, no Partner, acting alone, shall  have  any
authority  to  act  for,  or  undertake  or  assume  any  obligation  or
responsibility on behalf of, the other Partner or the Partnership.

       6.4      Operating Committee.  Unless otherwise agreed to by  the
General  Partners,  the management of the Partnership,  subject  to  the
restrictions on its authority set forth in Section 6.2, shall be  vested
in  the  operating committee (the "Operating Committee").  The Operating
Committee shall be composed of two individuals (the "Operating Committee
Members")  who  shall  vote on all management  issues  relating  to  the
business and operations of the Partnership.

            (a)      Membership and Voting.

                    (i)    Membership.   The  Operating  Committee  will
     consist  of  two  (2)  Operating Committee Members,  with  one  (1)
     Operating  Committee  Member appointed  by  each  General  Partner.
     Concurrently with the execution and delivery of this Agreement, the
     General  Partners  have notified one another in  writing  of  their
     respective  initial  appointed Operating  Committee  Member.   Each
     General  Partner may, at any time, appoint one of its employees  as
     an  alternate Operating Committee Member by prior written notice to
     the  other  General Partner's appointed Operating Committee  Member
     and  such alternates will have all the powers, authority and duties
     of a regular Operating Committee Member in the absence or inability
     of  a  regular Operating Committee Member to serve.  In  no  event,
     however,  shall the other Operating Committee Member be  under  any
     obligation to make inquiries as to, or verify or confirm, any  such
     absence  or  inability  to serve of a regular  Operating  Committee
     Member, it being understood and agreed that the Operating Committee
     Members  shall  be  entitled to rely upon and accept  an  alternate
     Operating  Committee Member's assertion of the absence or inability
     to  serve  of  the regular Operating Committee Member in  question.
     Each  General Partner shall cause its appointed Operating Committee
     Member and alternate Operating Committee Member to comply with  the
     terms  of this Agreement.  Each General Partner will have the power
     to  remove  its  Operating Committee Member or alternate  Operating
     Committee  Member appointed by it by written notice  to  the  other
     General  Partner's Operating Committee Member.   Vacancies  on  the
     Operating  Committee will be filled by appointment by  the  General
     Partner  that  appointed the Operating Committee Member  previously
     holding the position that is then vacant.  The General Partners may
     mutually  agree to increase or decrease the size of  the  Operating
     Committee  proportionately,  from time  to  time.   Notices  to  an
     Operating  Committee  Member shall be delivered  to  such  Person's
     attention at the address set forth in Section 12.1 for the  General
     Partner   that  appointed  such  Operating  Committee  Member.   No
     appointment  or  removal  by  a General  Partner  of  an  Operating
     Committee Member or alternate Operating Committee Member  shall  be
     effective until written notice of such action is received or deemed
     received pursuant to Section 12.1 by the Operating Committee Member
     of  the  other  General  Partner.  Each  General  Partner  and  its
     respective  Operating  Committee  Member  and  alternate  Operating
     Committee  Member,  when dealing with the other  General  Partner's
<PAGE> 12     
     respective  Operating  Committee  Member  and  alternate  Operating
     Committee Member, (i) shall be entitled to rely upon and accept the
     written  act,  approval, consent or vote  of  each  of  such  other
     General  Partner's  then-appointed Operating Committee  Member  and
     alternate  Operating Committee Member, and (ii) shall be  under  no
     obligation to make any inquiries in order to verify or confirm  any
     of such written acts, approvals, consents or votes.

                   (ii)   Voting.  Each Operating Committee Member shall
     have  one  vote  on  any decision of the Operating  Committee.   An
     Operating  Committee  Member may give a written  proxy  to  another
     Operating  Committee Member or any Partner's employee  to  vote  on
     such   Operating  Committee  Member's  behalf  in  such   Operating
     Committee  Member's absence.  Except as expressly provided  to  the
     contrary in this Agreement, all actions, decisions, capital  calls,
     determinations,  waivers, approvals and consents  to  be  taken  or
     given  by  the Operating Committee must be unanimously approved  by
     the  Operating  Committee Members (whether or not  present  at  the
     meeting at which such vote occurs).

                 (b)  Reports  and Meetings of the Operating  Committee;
Time  and  Place.  The Operating Committee shall report to the Executive
Committee  on  activities  undertaken by  the  Operating  Committee,  as
required  by  the  Executive  Committee  and  this  Agreement.    Unless
otherwise  agreed by the Operating Committee, regular  meetings  of  the
Operating Committee shall be held monthly at such time and at such place
as  the  Operating Committee shall determine.  Special meetings  of  the
Operating Committee shall be held on the call of any Operating Committee
Member; provided that at least three (3) business days' notice is  given
to  all  Operating  Committee Members (unless  written  waiver  of  this
requirement by all Operating Committee Members is obtained).   A  quorum
for  any Operating Committee meeting shall consist of not less than  two
(2)  Operating Committee Members (one appointed by each General Partner)
present either in person or by proxy.  The Operating Committee may  make
use  of  telephones  and  other electronic  devices  to  hold  meetings;
provided  that  the  Operating Committee Members participating  in  such
meeting can hear one another.  The Operating Committee may act without a
meeting  if the action taken is reduced to writing and approved  by  the
Operating  Committee in accordance with the other voting  provisions  of
this  Agreement.  Written minutes shall be taken at each meeting of  the
Operating Committee.  However, any action taken or matter agreed upon by
the  Operating Committee shall be deemed final, whether or  not  written
minutes  are  ever prepared or finalized.  Operating Committee  meetings
may  be  attended by persons other than the Operating Committee  Members
(including other employees of the Partners and their Affiliates).

                (c)   Duties  of the Operating Committee.  The Operating
Committee shall be generally responsible for overseeing and managing the
day-to-day  business,  operations and affairs  of  the  Partnership  and
carrying out the duties delegated to it by the Executive Committee,  and
shall  have fiduciary responsibility for the safekeeping and use of  all
funds  and  assets of the Partnership, whether or not in  its  immediate
possession or control.  The Operating Committee may, in carrying out its
<PAGE> 13
duties,  defend  against  lawsuits or other judicial  or  administrative
proceedings  brought against the Partnership, provided that it  promptly
notifies  the  Executive Committee of such action.   The  funds  of  the
Partnership shall not be commingled with the funds of any other  Person,
and the Operating Committee shall not employ, or permit any other Person
to  employ,  such  funds in any manner except for  the  benefit  of  the
Partnership.   The bank accounts of the Partnership shall be  maintained
in  such banking institutions as are approved by the Operating Committee
and  withdrawals shall be made only in the regular course of Partnership
business and as otherwise authorized in this Agreement on such signature
or  signatures as the Operating Committee may determine.  Subject to the
limitations  on its powers and authorities set forth in this  Agreement,
the  Operating Committee shall ensure that the Partnership complies with
its  obligations  under the Purchase Agreement and  the  loan  documents
pertaining  to the Existing Financing, and all other material agreements
to  which  the  Partnership is a party or by which  the  Partnership  is
bound.  The Operating Committee shall also have the duties imposed  upon
it  elsewhere  in this Agreement.  The Operating Committee shall  devote
sufficient time, effort and managerial resources to the business of  the
Partnership  as  is  reasonably  required  to  fulfill  its  obligations
hereunder.

          6.5   Warranted  Reliance by Executive Committee  Members  and
Operating  Committee Members on Others.  In exercising  their  authority
and   performing  their  duties  under  this  Agreement,  the  Executive
Committee Members and the Operating Committee Members shall be  entitled
to  rely  on  information,  opinions,  reports,  or  statements  of  the
following persons or groups unless they have actual knowledge concerning
the matter in question that would cause such reliance to be unwarranted:

                 (a)  one  or  more agents of the Partnership  whom  the
Executive  Committee Member or Operating Committee Member, as  the  case
may  be, reasonably believes to be reliable and competent in the matters
presented; and

                (b)  any attorney, public accountant, or other person as
to  matters which the Executive Committee Member or Operating  Committee
Member,  as  the  case may be, reasonably believes  to  be  within  such
person's professional or expert competence.

        6.6    Authority of the General Partners.

         (a)   Except as otherwise provided herein, the General Partners
shall  have  the  power on behalf and in the name of the Partnership  to
carry out any and all of the objects and purposes of the Partnership set
forth  in  Section  2.3  and to perform all acts incidental  thereto  or
connected therewith which it may deem necessary or advisable, including,
without limitation, the power to:

                (i)     acquire or sell any assets of the Partnership;
<PAGE> 14
                (ii) incur indebtedness on behalf of the Partnership and
          secure any and all of such indebtedness with the assets of the
          Partnership: and

                (iii) open,  maintain, and close bank accounts and  draw
          checks or other orders for the payment of money.

       6.7      Tax  Matters Partner.  Macerich Property EQ GP Corp.  is
specifically  authorized  and appointed to  act  as  the  ``Tax  Matters
Partner''  under  section  6231(a)(7) of the Code  and  in  any  similar
capacity  under  state or local law; provided, however,  that  it  shall
exercise its authority in such capacity subject to all applicable  terms
and  limitations  set  forth  in  this Agreement.   Notwithstanding  the
foregoing, the Tax Matters Partner shall not, without the prior  written
approval  of  the  other General Partner, (i) make any tax  election  on
behalf  of  the  Partnership, (ii) take any action with respect  to  any
federal,  state or local contest of any partnership item (as defined  in
Section  6231(a)(7)  of  the  Code  (or  any  successor  thereto)   (and
comparable  provisions  of  state and local  income  tax  laws)  of  the
Partnership, or (iii) take any action with respect to any audit  of  any
federal, state or local income tax return or income tax report filed  by
or on behalf of the Partnership.

      6.8       Tax  Elections. Without limiting in any way the  General
Partners'  rights and powers under Section 6.6, and subject  to  Section
6.7, the Tax Matters Partner may make any and all elections for Federal,
state,  and  local tax purposes including any election, if permitted  by
applicable  law,  to adjust the basis of the Property pursuant  to  Code
Sections  754, 734(b), and 743(b), or comparable provisions of state  or
local  law, in connection with transfers of interests in the Partnership
and Partnership distributions.

      6.9       Right  to Rely on a General Partner. Any Person  dealing
with  the Partnership may rely (without duty of further inquiry) upon  a
certificate  signed  by a General Partner as to  the  identity  of  such
General  Partner or the Limited Partner, the Persons who are  authorized
to  execute  and deliver any instrument or document of the  Partnership,
and  any  act  or failure to act by the Partnership or any other  matter
whatsoever involving the Partnership or any Partner.

      6.10     Duties and Obligations of General Partners.

            (a) The General Partners shall take all actions which may be
necessary  or  appropriate (i) for the continuation of the Partnership's
valid existence as a limited partnership under the laws of the State  of
Delaware  and  of  each other jurisdiction in which  such  existence  is
necessary to protect the limited liability of the Limited Partner or  to
enable  the  Partnership to conduct the business in which it is  engaged
and (ii) for the accomplishment of the Partnership's purposes.
<PAGE> 15
          (b)  The General Partners shall cause to be provided, or cause
the Partnership to carry, such insurance as is customary in the business
in  which the Partnership is engaged and in the places in which it is so
engaged.

          (c)  Notwithstanding  anything to the  contrary  herein,  the
Partnership  shall, and the General Partners shall cause the Partnership
to:

              i)    maintain its records and books of account separate
     from those of any other Person;

            ii)      not  commingle its assets and funds with those  of
     any  other Person (it being understood that a General Partner  may,
     in  its  capacity  as  a general partner of the  Partnership,  hold
     assets or funds on behalf of the Partnership);

           iii)       conduct its own business in its own name (it being
     understood  that  a  General Partner  may  act  on  behalf  of  the
     Partnership   in  its  capacity  as  a  general  partner   of   the
     Partnership);

           iv)      maintain separate financial statements;

            v)      pay its own liabilities out of its own funds;

           vi)      cause the directors of its general partners to meet
     on a regular basis, or act pursuant to a unanimous written consent,
     to  carry  on the business of the Partnership and keep  minutes  of
     such  meetings and observe all limited partnership formalities,  as
     applicable;

         vii)      maintain  an  arms-length  relationship  with  its
          Affiliates;

       viii)       pay the salaries of its own employees, if any, and
     maintain  a  sufficient  number  of  employees  in  light  of   its
     contemplated business operations;

         ix)       not guarantee or become obligated for the debts of
     any  other  Person  (except in connection with the  endorsement  of
     negotiable  instruments  in the ordinary  course  of  business  and
     except  for a General Partner in its capacity as a general  partner
     of  the  Partnership) or hold out its credit as being available  to
     satisfy the obligations of others;

         x)       allocate  fairly and reasonably any  overhead  for
     shared office space;

        xi)       use separate stationery, invoices and checks;
<PAGE> 16
           xii)      not pledge its assets for the benefit of any other
     Person or make any loans or advances to any Person;

          xiii)      maintain its accounts separate from those  of  any
     other  Person (it being understood that a General Partner  may,  in
     its  capacity as a general partner of the Partnership, maintain  an
     account on behalf of the Partnership);
     
           xiv)          hold itself out as a separate entity;

           xv)           file its own tax returns, as required;

          xvi)           not   engage   in   any  nonexempt   ``prohibited
     transaction'' described in Section 406 of ERISA or section 4975  of
     the Code;

         xvii)         not  acquire  obligations  or  securities  of  its
     stockholders  or  Affiliates (it being understood  that  a  General
     Partner,  in  its capacity as a general partner of the Partnership,
     may hold its interest as a general partner of the Partnership);
<PAGE> 17
              xviii)  correct any misunderstanding actually known by  it
     regarding its separate identity; and

              xix)     maintain  adequate  capital  in  light   of   its
     contemplated business operations.

         (d)    Notwithstanding anything to the contrary herein, for  so
long as the Existing Financing is outstanding, the General Partners  may
not  do, or cause or permit the Partnership to do, any of the following:
(i) wind up, dissolve or liquidate, in whole or in part, consolidate  or
merge  with or into any other Person or convey, sell or transfer all  or
substantially all of the assets of the Partnership to any  Person;  (ii)
approve  any act by the Partnership as a result of which the Partnership
would be dissolved; (iii) engage in any business or activity other than,
in  the  case  of  a  General  Partner, the ownership  of  such  General
Partner's  interest  in  the  Partnership,  or  in  the  case   of   the
Partnership,  the  ownership and operation of the  Properties;  or  (iv)
incur  or  assume  any indebtedness, other than,  in  the  case  of  the
Partnership, the Existing Financing.

      6.11      Indemnification  of  General  Partners.     The  General
Partners   or  any  officers  or  directors  of  the  General   Partners
(collectively,  "Indemnitees") shall have no liability  to  any  Partner
or  the  Partnership for, and the Partnership agrees to  indemnify  each
Indemnitee to the fullest extent permitted by law from and against,  any
and  all  losses, judgments, liabilities, expenses and amounts  paid  in
settlement  of  any  claims sustained by them  in  connection  with  the
Partnership.  However, each Indemnitee shall be liable, responsible, and
accountable, and the Partnership shall not be liable to any  Indemnitee,
for any portion of such losses, judgments, liabilities and expenses that
results  from any Indemnitee's willful misconduct, or fraud, as  finally
determined by a court of competent jurisdiction.  If any action, suit or
proceeding shall be pending against the Partnership or an Indemnitee  in
connection with the Partnership, such Indemnitee shall have the right to
employ  separate  counsel  of  its  choice  in  such  action,  suit   or
proceeding.   The reasonable fees and expenses of such separate  counsel
shall  constitute  expenses  for  the purposes  of  the  indemnification
provided  by this Section 6.11.  The satisfaction of the obligations  of
the Partnership under this Section 6.11 shall be from and limited to the
assets  of the Partnership, and no other Partner shall have any personal
liability on account thereof.  Each Indemnitee shall have the  right  to
receive  advances from the Partnership for all legal expenses and  other
costs  incurred  as a result of a legal action and for all  amounts  for
which  such  Indemnitee believes in good faith that such  Indemnitee  is
entitled to indemnification under this Section 6.11, but only if (i) the
legal  action relates to the performance of duties or services  by  such
Indemnitee  on  behalf  of  the Partnership; and  (ii)  such  Indemnitee
undertakes  to  repay  the  advanced funds to  the  Partnership  in  the
circumstances and the manner set out below.  The Partnership shall  make
such  advances (for which the Partnership is liable as determined above)
within  30  days after a request for such advance is received.   In  the
event  that  a  determination is made that the  Partnership  is  not  so
obligated  in  respect of any advance made by it, such  Indemnitee  will
within  30  days of such determination repay the advanced funds  to  the
Partnership  with interest from the date of payment until  the  date  of
repayment of such amount and in the event that a determination  is  made
<PAGE> 18
that  the  Partnership  is so obligated in respect  of  any  amount  not
advanced  by the Partnership to a particular Indemnitee, the Partnership
will  within  30  days  of such determination pay such  amount  to  such
Indemnitee with interest from the date of any expenditure to the date of
such  determination.   Any  judgment against  the  Partnership  and  any
Indemnitee  wherein  such  Indemnitee  is  entitled  to  indemnification
hereunder  must  first be satisfied from the assets of  the  Partnership
before  such  Indemnitee  is responsible for the  satisfaction  of  such
judgment.

     6.12      Reimbursement.  A General Partner shall be reimbursed for
all  reasonable  costs and expenses incurred by  it  on  behalf  of  the
Partnership.  A General Partner shall receive no other compensation  for
managing the affairs of the Partnership.

     6.13       Removal of General Partners.  A Majority in Interest  of
the  Limited  Partners shall have the power and authority  to  remove  a
General  Partner and to appoint a replacement General Partner,  provided
that  any  such  replacement General Partner shall be a Person  (i)  who
consents  to  such  appointment, (ii) who is capable of  performing  the
functions of the replaced General Partner hereunder, and (iii) who is an
entity  organized pursuant to a certificate of incorporation  (or  other
constituent  documents)  which  includes  provisions  in  form  and   in
substance  that comply with the requirements of the Existing  Financing.
Any  replacement General Partner appointed pursuant to this Section 6.13
shall, effective upon acceptance of such appointment, be admitted  as  a
General  Partner of the Partnership, and shall succeed  to  all  of  the
powers  and  responsibilities of the replaced General Partner hereunder.
In  the event that the replaced General Partner is replaced pursuant  to
this  Section  6.13  by  a replacement General Partner  which  does  not
purchase such replaced General Partner's Partnership Interest, (i)  such
replaced  General  Partner  shall  be  treated  as  an  assignee  of   a
Partnership  Interest  under  Section 8.1  and  may  be  admitted  as  a
substituted Partner subject to the consent of a Majority in Interest  of
the Limited Partners and (ii) all Partnership Interests shall be reduced
pro  rata  to  the  minimum extent necessary to  admit  the  replacement
General Partner as a Partner.

       6.14     Management  Agreements.  Macerich  or  an  Affiliate  of
Macerich  shall  be hired as Property Manager to manage  the  Properties
described  on  Schedule 2 attached hereto, and Simco or an Affiliate  of
Simco  shall  be  hired  as Property Manager to  manage  the  Properties
described on Schedule 3 attached hereto.  The management of each of  the
Properties shall be governed by management agreements to be entered into
prior to the Partnership's acquisition of the Properties.  Macerich  and
Simco hereby covenant and agree to negotiate in good faith to agree upon
a  form management agreement which will govern the management of each of
the  Properties.   One form management agreement will be  used  for  all
Properties,  whether  managed  by Macerich  or  Simco.   Notwithstanding
anything  to  the  contrary stated in this Agreement,  Macerich,  acting
alone,  shall  have the exclusive right and authority on behalf  of  the
Partnership  so  long  as Macerich is not a Defaulting  Partner  (i)  to
determine  on  behalf of the Partnership whether Simco or its  Affiliate
acting  as  Property  Manager  under any management  agreement  for  any
property (each a "Simco Management Agreement") is in default under  such
Simco  Management Agreement, and, if so, the action to be taken  by  the
Partnership with respect thereto, (ii) to exercise termination rights in
<PAGE> 19
accordance  with the terms under each Simco Management Agreement,  (iii)
to   arrange  for  and  cause  the  enforcement  and  defense   of   the
Partnership's   rights  under  each  such  Simco  Management   Agreement
(including  by  the prosecution or defense of any proceeding  or  action
that  it deems necessary or appropriate), (iv) to grant any approval  or
waiver  under, or agree to any amendment or modification of,  any  Simco
Management  Agreement,  and  (v) to retain, as  a  Partnership  expense,
counsel  of its choosing in connection with any of the foregoing actions
set forth in clauses (i), (ii), (iii) or (iv).  Notwithstanding anything
to  the contrary statement in this Agreement, Simco, acting alone, shall
have  the exclusive right and authority on behalf of the Partnership  so
long as Simco is not a Defaulting Partner (i) to determine on behalf  of
the  Partnership  whether Macerich or its Affiliate acting  as  Property
Manager  under  any  management  agreement  for  any  Property  (each  a
"Macerich  Management  Agreement") is in  default  under  such  Macerich
Management  Agreement,  and,  if so, the  action  to  be  taken  by  the
Partnership with respect thereto, (ii) to exercise termination rights in
accordance  with  the  terms under each Macerich  Management  Agreement,
(iii)  to  arrange  for and cause the enforcement  and  defense  of  the
Partnership's  rights  under  each such  Macerich  Management  Agreement
(including  by  the prosecution or defense of any proceeding  or  action
that  it deems necessary or appropriate), (iv) to grant any approval  or
waiver under, or agree to any amendment or modification of, any Macerich
Management  Agreement,  and  (v) to retain, as  a  Partnership  expense,
counsel  of its choosing in connection with any of the foregoing actions
set  forth  in  clauses (i), (ii), (iii) or (iv).   In  no  event  shall
Macerich have the right to cause the termination or cancellation of  any
Simco  Management Agreement without cause, and in no event  shall  Simco
have  the right to cause the termination or cancellation of any Macerich
Management Agreement without cause.

       6.15     REIT  Status.   The  Partners  hereby  acknowledge  that
certain  Persons directly or indirectly owning interests in Macerich  or
Simco or the Limited Partners are and intend to qualify at all times  as
a  REIT,  and  that  each such Partner's or other  Person's  ability  to
qualify  as  such  will  depend  principally  upon  the  nature  of  the
Partnership's  operations.   Accordingly, the  Partnership's  operations
shall  be  conducted at all times in a manner that will enable  each  of
Macerich,  Simco  and  the  Limited Partners  and  each  Person  owning,
directly  or  indirectly, interests in either Macerich or Simco  or  the
Limited  Partners  to  satisfy all requirements for  REIT  status  under
Sections  856  through  860 of the Code and the regulations  promulgated
thereunder to the extent possible.  In furtherance of the foregoing (and
not  in  limitation thereof), notwithstanding any other provision herein
to  the  contrary,  the  Partnership shall  conduct  its  operations  in
accordance with the following provisions at all times:

                (a)   The  Partnership shall not render any services  to
any  lessee  or  sublessee or any customer thereof, either  directly  or
through  an  "independent  contractor" within  the  meaning  of  Section
856(d)(3) of the Code, if the rendering of such services shall cause all
or  any part of the rents received by the Partnership to fail to qualify
as  "rents  from real property" within the meaning of Section 856(d)  of
the Code;
<PAGE> 20
               (b)     The  Partnership  shall  not  own,  directly   or
indirectly  (taking into account the attribution rules  referred  to  in
Section  856(d)(5) of the Code), in the aggregate 10%  or  more  of  the
total  number  of shares of all classes of stock, 10%  or  more  of  the
voting power of all classes of voting stock or 10% or more of the assets
or  net profits of any lessee or sublessee of all or any part of any  of
the Properties;

                 (c) No lease or sublease of any space at the Properties
shall  provide for any rent based in whole or in part on the "income  or
profits" within the meaning of Section 856(d)(2)(A) of the Code  derived
by any lessee or sublessee;

              (d)     The Partnership shall not own more than 10% of the
outstanding  voting  securities of any one  issuer  (as  determined  for
purposes of Section 856(c)(5)(B) of the Code);

             (e)      Neither the Partnership nor any Partner shall take
any  action  (or fail to take any action permitted under this Agreement)
that would otherwise cause the Partnership's gross income to consist  of
more  than one percent (1%) of income not described in Section 856(c)(2)
of  the  Code or more than ten percent (10%) of income not described  in
Section  856(c)(3)  of the Code, or cause any significant  part  of  the
Partnership Assets to consist of assets other than "real estate  assets"
within the meaning of Section 856(c)(6)(B) of the Code;

           (f)        The  Partnership shall distribute to the  Partners
during  each  Fiscal  Year an amount of cash such that  the  portion  so
distributed  will  equal  or exceed 100% of the  amount  of  Partnership
taxable income, if any, to be allocated to the Partners with respect  to
such  Fiscal  Year  distributed at the times  required  to  prevent  the
imposition  of  an excise tax under Section 4981 of the Code;  provided,
however, that if each such Partner's distributable share of any Net Cash
Flow  from Operations of the Partnership and its distributable share  of
any  funds  maintained in the Partnership reserves are  insufficient  to
meet  the  aforesaid  distribution  requirement  with  respect  to  such
Partner,  then  the  Partnership  shall  have  satisfied  the  foregoing
distribution  requirement with respect to such Partner upon distributing
to  it  such  distributable share of Net Cash Flow from  Operations  and
funds  maintained in the Partnership reserves.  In no  event  shall  the
Partnership  be required to borrow funds, or any Partner be required  to
contribute  funds to the Partnership, in order to permit the Partnership
to  satisfy  the foregoing distribution requirement.  In no event  shall
the  foregoing  provisions of this subsection (f) adversely  affect  the
allocation  of,  and  Partnership  Interest  in,  Net  Cash  Flow   from
Operations of any other Partner.

              (g)    The Partnership shall not engage in any "prohibited
transactions"  within  the meaning of Section 857(b)(6)(B)(iii)  of  the
Code.

The  Partners  hereby  acknowledge that the foregoing  are  the  current
guidelines  applicable to the qualification of REITs.   If  and  to  the
extent that any of the requirements to qualify for REIT status shall  be
changed,  altered, modified or added to, then such changes, alterations,
<PAGE> 21
modifications or additions, as applicable, shall be deemed  incorporated
herein, and this Section 6.15 shall be deemed to be amended and modified
as  necessary  to incorporate such changed, altered, modified  or  added
REIT requirements.


        6.16   Defaults and Remedies.

                (a)   Events of Default.  The occurrence of any  of  the
following  events  by  or  with respect to a  Partner  (the  "Defaulting
Partner";  and  the  other Partners shall be referred  to  herein  as  a
"Non-defaulting  Partner," provided that the other Partners  or  any  of
them  is  not already a Defaulting Partner) shall be a default hereunder
and  if  not cured within the applicable notice and cure period provided
below,  if  any,  such default shall constitute an  "Event  of  Default"
hereunder:

                     (i) The failure of a Partner to make any payment as
     required  by  this  Agreement that is not  cured  within  five  (5)
     business days of written notice to such Partner;

                    (ii)  The failure of a Partner to perform any of its
     other  obligations under this Agreement or the breach by a  Partner
     of  any of the terms of this Agreement, and a continuation of  such
     failure or breach for more than thirty (30) days after notice by  a
     Non-defaulting  Partner  to  the  Defaulting  Partner   that   such
     Defaulting  Partner  has failed to perform any of  its  obligations
     under,  or  has  breached, this Agreement; provided  that  if  such
     failure or breach is of the nature that it can be cured but  cannot
     reasonably be cured within such thirty (30) day period, such period
     shall  be extended for up to an additional sixty (60) days so  long
     as  the  Defaulting Partner in good faith commences all  reasonable
     curative efforts within ten (10) days of its receipt of such notice
     from  the  Non-defaulting Partner and diligently and  expeditiously
     continues its curative efforts to completion; or

                   (iii)  The occurrence of a Bankruptcy with respect to
     a Partner or the withdrawal by a Partner.

               (b)    Remedies.   Upon the occurrence of  any  Event  of
Default,  a  Non-defaulting Partner may elect to do one or more  of  the
following:

                     (i) Exercise its rights under Section 6.16;

                    (ii)   Dissolve  the  Partnership  and  commence  to
     liquidate its assets as provided in Article X;
<PAGE> 22
                  (iii)   Enforce any covenant by the Defaulting Partner
     to  advance  money  or  to take or forbear from  any  other  action
     hereunder; or

                  (iv)    Pursue  any  other  remedy permitted  by  this
     Agreement or at law or in equity.

             (c)      Change  of Governance of Partnership.  In addition
to  any other rights or remedies which a Non-defaulting Partner may have
under  this Agreement or under applicable laws with respect to an  Event
of  Default,  a  Non-defaulting Partner that is a General Partner  shall
have  the  option  to  exercise  the rights  set  forth  below  in  this
Section  6.16 in the event of the occurrence of any Event of Default  by
the  other General Partner.  Upon the occurrence of an Event of  Default
by  a  General Partner, the other General Partner may elect,  by  giving
written  notice  to the Defaulting Partner, to assume the  role  of  the
"Controlling  Partner"  of the Partnership, and  shall  remain  as  such
unless and until (i) the Partners otherwise agree, (ii) such Controlling
Partner is removed as such pursuant to the foregoing provisions of  this
Section  6.16  by reason of its having become a Defaulting  Partner,  or
(iii) such Event of Default is cured.  During the period of time that an
Event  of  Default by a General Partner has occurred and is  continuing,
the  other  General Partner shall have the authority to  take  exclusive
charge  and  control of the Partnership free and clear of  any  and  all
restrictions  (including  any and all restrictions  set  forth  in  this
Article  VI  and any and all consent, voting or approval rights  granted
the  Executive  Committee, Operating Committee or any  General  Partner,
other  than  that of the Controlling Partner) imposed by this Agreement,
and  the  Defaulting  Partner's right to,  acting  alone,  make  certain
decisions  and  take certain actions with respect to matters  concerning
the  Partnership's  management agreements with a Non-defaulting  Partner
(or  its Affiliates) as provided in Section 6.14 shall be suspended  and
the other General Partner as the Controlling Partner shall make all such
decisions and take all such actions thereunder.  The Controlling Partner
shall  have  the right to amend any fictitious business name  statement,
certificate  of  partnership, or any similar document  to  reflect  such
election  and to provide that it is the sole General Partner  authorized
to  bind  the  Partnership,  and to file  or  record  any  such  amended
documents  and  change  the  Partnership's Principal  Office,  and  each
Partner  hereby grants to the Controlling Partner its irrevocable  power
of  attorney to do the same, which power of attorney shall be deemed  to
be  a power coupled with an interest which may not be revoked until  the
termination and winding up of the Partnership.  The provisions  of  this
Section 6.16(c) shall take precedence over any provision to the contrary
set forth in this Agreement.

           (d)        Remedies Not Exclusive.  No remedy conferred  upon
the  Partnership  or any Partner in this Agreement  is  intended  to  be
exclusive  of  any other remedy herein or by law provided or  permitted,
but  rather each shall be cumulative and shall be in addition  to  every
other  remedy given hereunder or now or hereafter existing  at  law,  in
equity or by statute.
<PAGE> 23
                               ARTICLE VII

                               AMENDMENTS

        7.1     Amendments.  Amendments permitted to be made under  this
Agreement may be made only by an instrument in writing signed by all  of
the Partners.  For so long as the Existing Financing is outstanding, the
Partnership shall not amend, alter in any manner or delete Sections 2.3,
2.7,  6.10, 6.13, 7.1, or 10.1 hereof without the unanimous vote of  all
directors  of the General Partners, including the Independent  Directors
of  each  General  Partner; provided, however, that the Partnership  may
amend  or alter any such Section without obtaining such consent in order
to  clarify  the  provision of such Section if  (i)  such  amendment  or
alteration  will  not  materially adversely affect  the  rights  of  the
holders  of  any  outstanding debt instruments of the  Partnership,  and
(ii)  prior written notice is given to each rating agency for such  debt
instruments of such amendment and each rating agency approves the same.

                                 ARTICLE VIII

                   TRANSFERS OF PARTNERSHIP INTERESTS

         8.1     Rights   of  Transferees.  An  assignee  of  a  Limited
Partnership Interest shall be admitted as a substitute Limited  Partner,
and shall have all rights of a Partner under the Act and this Agreement.
An  assignee  of a Partnership Interest shall execute an  instrument  in
form  and substance satisfactory to the General Partners agreeing to  be
bound  by,  and  to  acquire the Partnership Interest  subject  to,  the
provisions of this Agreement.

                                 ARTICLE IX

                            POWER OF ATTORNEY

       9.1      General Partner as Attorney. The Limited Partner  hereby
makes,  constitutes,  and appoints each General  Partner  its  true  and
lawful attorney to make, sign, execute, certify, acknowledge, file,  and
record  any  instrument deemed necessary or appropriate by  the  General
Partners  to  carry  out  fully the provisions of  this  Agreement.  The
Limited  Partner  authorizes the General Partners to  take  any  further
action  which  the General Partners consider necessary or  advisable  in
connection with the foregoing.
<PAGE> 24
                                 ARTICLE X

                       DISSOLUTION AND WINDING UP

       10.1     Liquidating  Events. The Partnership shall dissolve  and
commence  winding up and liquidating upon the first to occur of  any  of
the following, and upon no other event without the unanimous consent  of
all  general  partners  of the Partnership at such  time  (``Liquidating
Events''):

          (a)   January 1, 2095;

          (b)   The  sale of all property of the Partnership so long  as
the  Existing  Financing  is  no  longer  outstanding  and  all  of  the
Partnership's  obligations with respect to such Existing Financing  have
been satisfied;

          (c)   The happening of any other event that makes it unlawful,
impossible,  or,  so  long  as  the  Existing  Financing  is  no  longer
outstanding and all of the Partnership's obligations with respect to the
Existing  Financing have been satisfied, impractical  to  carry  on  the
business of the Partnership;

          (d)   The  withdrawal,  removal  or  bankruptcy  of  the  last
remaining General Partner, the assignment by such General Partner of its
entire  interest in the Partnership or any other event that causes  such
General Partner to cease to be a general partner under the Act, provided
that  any  such event shall not constitute a Liquidating  Event  if  the
Partnership is continued pursuant to this Section 10.1; or

        (e)    At  any  time from and after the date which is  eighteen
(18)  months after the acquisition of the Properties by the Partnership,
upon  the election of either General Partner, without cause and  in  its
sole and absolute discretion; provided, however, that this subclause (e)
shall  not be effective unless, prior to or contemporaneously  with  any
such transaction, the Existing Financing is satisfied in full.

The  Partners  hereby agree that, notwithstanding any provision  of  the
Act,  the  Partnership shall not dissolve prior to the occurrence  of  a
Liquidating  Event.  Upon  the occurrence of  any  event  set  forth  in
Subparagraph  (d)  hereof, the Partnership shall  not  be  dissolved  or
required  to  be  wound up if within ninety (90) days after  such  event
Partners  holding a majority of the remaining Partnership  Interests  in
the  Partnership  agree  in  writing to continue  the  business  of  the
Partnership  and to the appointment, effective as of the  date  of  such
event, of one or more additional General Partners.

     10.2      Winding Up. Except as otherwise provided in Section 10.1,
upon  the  occurrence  of  a Liquidating Event,  the  Partnership  shall
continue solely for the purposes of winding up its affairs in an orderly
<PAGE> 25
manner,  liquidating  its  assets, and  satisfying  the  claims  of  its
creditors  and  Partners.  To  the  extent  not  inconsistent  with  the
foregoing,  all  covenants  and  obligations  in  this  Agreement  shall
continue  in  full force and effect until such time as  the  Partnership
assets  have  been  distributed pursuant to this Section  10.2  and  the
certificate of limited partnership has been canceled in accordance  with
the  Act.  The  General Partner (or, in the event there  is  no  General
Partner,   any  Person  elected  by  the  Limited  Partners)  shall   be
responsible  for  overseeing  the winding  up  and  dissolution  of  the
Partnership,  shall  take full account of the Partnership's  liabilities
and  Property,  shall cause the Partnership assets to be  liquidated  as
promptly  as  is consistent with obtaining the fair value  thereof,  and
shall  cause the proceeds therefrom, to the extent sufficient  therefor,
to be applied and distributed in the following order:

         (a)    First,  to  the  payment and discharge  of  all  of  the
Partnership's debts and liabilities to creditors; and

         (b)   The  balance,  if any, to the General Partners  and  the
Limited Partner in accordance with their Capital Accounts, after  giving
effect  to  all  contributions, distributions, and allocations  for  all
periods.

           Notwithstanding the foregoing, in the event of a  dissolution
under the circumstances described in subclause (e) of Section 10.1,  the
assets of the Partnership shall not be sold, but shall be distributed in
kind to the Partners.

                                ARTICLE XI

                            BOOKS AND REPORTS

        11.1   Books of Account and Records.

         (a)   Appropriate books of account and records shall be kept by
the  General Partners at the principal office the Partnership  and  each
Partner  shall at all times have access thereto. Such books  of  account
and records shall include a Register of Partnership Interests to reflect
the  ownership,  transfer, pledge or release of pledge of uncertificated
securities.

        (b)     The  books of account of the Partnership shall,  at  the
election of the General Partners, be kept on a cash or accrual basis  in
accordance with sound accounting principles.

                               ARTICLE XII

                              MISCELLANEOUS

        12.1    Notices.  Any  notice, payment, demand, or communication
required  or  permitted to be given by any provision of  this  Agreement
shall  be in writing and addressed as follows, provided that any Partner
<PAGE> 26
may change any of the following information by delivering notice of such
change to the other party:

          If to the Limited Partner:

               SM Portfolio Limited Partnership
               233 Wilshire Boulevard, Suite 700
               Santa Monica, California  90401
               Telecopier No.:  (310) 395-2791

          If to the General Partners:


               If to Simco Acquisitions, Inc.:

               c/o Simon DeBartolo Group
               National City Center
               115 West Washington Street
               Indianapolis, Indiana  46204
               Telecopier No.:  (317) 685-7221

               If to Macerich Property EQ GP Corp.:

               233 Wilshire Boulevard, Suite 700
               Santa Monica, California 90401
               Telecopier No.:  (310) 395-2791

Any such notice shall be deemed to be delivered, given, and received for
all purposes as of the date so delivered.

      12.2      Binding  Effect.  Except as otherwise provided  in  this
Agreement,  every covenant, term, and provision of this Agreement  shall
be  binding  upon  and inure to the benefit of the  Partners  and  their
respective   heirs,   legatees,   legal   representatives,   successors,
transferees, and assigns.

     12.3       Severability.  Every  provision  of  this  Agreement  is
intended to be severable. If any term or provision hereof is illegal  or
invalid  for any reason whatsoever, such illegality or invalidity  shall
not affect the validity or legality of the remainder of this Agreement.

     12.4       Governing  Law. The laws of the State of Delaware  shall
govern  the  validity of this Agreement, the construction of its  terms,
and the interpretation of the rights and duties of the Partners.
<PAGE> 27        
    12.5        Counterpart Execution. This Agreement may be executed in
any  number  of  counterparts with the same effect  as  if  all  of  the
Partners  had  signed  the  same document.  All  counterparts  shall  be
construed together and shall constitute one agreement.

   [The remainder of this page has been intentionally been left blank]
<PAGE> 28


           IN  WITNESS  WHEREOF,  the parties  have  entered  into  this
Agreement of Limited Partnership as of the day first above written.

                                        General Partners

                                        Simco Acquisitions, Inc.


                                        By:
                                        Its:                             
                               

                                        Macerich Property EQ GP Corp.


                                        By: \s\Richard A. Bayer
                                             Richard A. Bayer
                                        Its: General Counsel and Secretary



                                        Limited Partner

                                        SM Portfolio Limited Partnership

                                        By:  Macerich EQ GP Corp.,
                                             a Delaware corporation,
                                             its General Partner


                                        By:  \s\Richard A. Bayer
                                             Richard A. Bayer
                                        Its: General Counsel and Secretary
<PAGE> 29

                                        By:  SDG EQ Associates, Inc.,
                                        a Delaware corporation,
                                        its General Partner

                                        By:

                                       
                                        Its:
<PAGE> 30

                                EXHIBIT A

                    AGREEMENT OF LIMITED PARTNERSHIP

                                   OF

                                    

                                Partners

Names                               Capital Contribution  Partnership Interest

SM Portfolio Limited Partnership        $ 990                        99%

SDG Property EQ Associates, Inc.        $   5                        .5%

Macerich Property EQ GP Corp.           $   5                        .5%
                               
                               
                               SCHEDULE 1

                           LIST OF PROPERTIES


1.   Eastland Mall
     Evansville, Indiana

2.   Empire East
     Sioux Falls, South Dakota

3.   Empire Mall
     Sioux Falls, South Dakota

4.   Granite Run Mall
     Media, Pennsylvania

5.   Lake Square Mall
     Leesburg, Florida

6.   Lindale Mall
     Cedar Rapids, Iowa

7.   Mesa Mall
     Grand Junction, Colorado

8.   NorthPark Mall
     Davenport, Iowa

9.   Rushmore Mall
     Rapid City, South Dakota

10.  Southern Hills Mall
     Sioux City, Iowa

11.  SouthPark Mall
     Moline, Illinois

12.  Southridge Mall
     Des Moines, Iowa

13.  Valley Mall
     Harrisonburg, Virginia
                               
                               
                               SCHEDULE 2

                       MACERICH MANAGED PROPERTIES


1.   Empire East
     Sioux Falls, South Dakota

2.   Empire Mall
     Sioux Falls, South Dakota

3.   Lindale Mall
     Cedar Rapids, Iowa

4.   Mesa Mall
     Grand Junction, Colorado

5.   Rushmore Mall
     Rapid City, South Dakota

6.   Southern Hills Mall
     Sioux City, Iowa

7.   Southridge Mall
     Des Moines, Iowa

                               SCHEDULE 3

                        SIMCO MANAGED PROPERTIES



1.   Eastland Mall
     Evansville, Indiana

2.   Granite Run Mall
     Media, Pennsylvania

3.   Lake Square Mall
     Leesburg, Florida

4.   NorthPark Mall
     Davenport, Iowa

5.   SouthPark Mall
     Moline, Illinois

6.   Valley Mall
     Harrisonburg, Virginia
                                    

============================================================================
                                                               EXHIBIT 10.64
                    AGREEMENT OF LIMITED PARTNERSHIP
                                   OF
                    SIMON CAPITAL LIMITED PARTNERSHIP

                            TABLE OF CONTENTS

ARTICLE IDEFINITIONS: ETC.
     1.1  Definitions.                                                  1

ARTICLE IIORGANIZATION
     2.1  Formation.                                                    8
     2.2  Name.                                                         8
     2.3  Purpose and Business of the Partnership.                      8
     2.4  Location of the Principal Place of Business.                  12
     2.5  Registered Agent and Registered Office.                       12

ARTICLE IIITERM
     3.1  Dissolution.                                                  12

ARTICLE IVCONTRIBUTIONS TO CAPITAL
     4.1  General Partner Capital Contributions.                        12
     4.2  Contributions of Partners.                                    12
     4.3  Additional Funds.                                             13
     4.4  No Third Party Beneficiary.                                   13
     4.5  No Interest: No Return.                                       14
     4.6  Capital Accounts.                                             14

ARTICLE VALLOCATIONS, DISTRIBUTIONS AND OTHERTAX AND ACCOUNTING MATTERS
     5.1  Allocations.                                                  16
     5.2  Partnership Distributions.                                    22
     5.3  Books of Account.                                             22
     5.4  Reports.                                                      22
     5.5  Audits.                                                       23
     5.6  Tax Returns.                                                  23
     5.7  Tax Matters Partner.                                          23

ARTICLE VIRIGHTS AND DUTIES OF, AND RESTRICTIONS ON THE GENERAL PARTNER
     6.1  Expenditures by Partners.                                     23
     6.2  Powers and Duties of General Partner.                         24
     6.3  Major Decisions.                                              26
     6.4  Proscriptions.                                                27
     6.5  Additional Covenants.                                         27
     6.6  Operation in Accordance with REIT Requirements.               30
     6.7  Waiver and Indemnification.                                   30
     6.8  Additional Partners.                                          31
     6.9  Limitation of Liability of Directors, Shareholders, Employees
          and Officers of the General Partner.                          31

ARTICLE VIIDISSOLUTION, LIQUIDATION AND WINDING-UP
     7.1  Accounting.                                                   31
     7.2  Distribution on Dissolution.                                  31
     7.3  Sale of Partnership Assets.                                   32
     7.4  Distributions in Kind.                                        32
     7.5  Documentation of Liquidation.                                 33
     7.6  Liability of the Liquidating Agent.                           33

ARTICLE VIIITRANSFER OF PARTNERSHIP INTERESTS
     8.1  Transfer of Partnership Interests.                            33

ARTICLE IXRIGHTS AND OBLIGATIONS OF THE LIMITED PARTNER
     9.1  No Participation in Management.                               33
     9.2  Bankruptcy Of the Limited Partner.                            34
     9.3  No Withdrawal.                                                34
     9.4  Duties and Conflicts.                                         34

ARTICLE XGENERAL PROVISIONS
     10.1 Notices.                                                      34
     10.2 Successors.                                                   35
     10.3 EFFECT AND INTERPRETATION.                                    35
     10.4 Counterparts.                                                 35
     10.5 Partners Not Agents.                                          35
     10.6 Entire Understanding: Etc.                                    35
     10.7 Severability.                                                 35
     10.8 Pronouns and Headings.                                        35
     10.9 Assurances.                                                   35
     10.10     Amendment.                                               36

                    AGREEMENT OF LIMITED PARTNERSHIP
                                   OF
                    SIMON CAPITAL LIMITED PARTNERSHIP


      This  AGREEMENT  OF LIMITED PARTNERSHIP OF SIMON  CAPITAL  LIMITED
PARTNERSHIP is made and entered into as of the ____ day of August, 1997,
by  and  among  SDG Capital Associates Limited Partnership,  a  Delaware
limited  partnership, as general partner (the "General Partner"),  Simon
DeBartolo  Group,  L.P.,  a  Delaware limited  partnership,  as  limited
partner   and   DeBartolo  Capital  Partnership,  a   Delaware   general
partnership,  as  limited  partner  (Simon  DeBartolo  Group,  L.P.  and
DeBartolo  Capital Partnership collectively referred to as the  "Limited
Partners").

                               WITNESSETH:

      WHEREAS,  the parties hereto desire to form a limited  partnership
under the provisions of the Delaware Uniform Limited Partnership Act for
the purposes and on the terms set forth below.

      NOW,  THEREFORE,  in  consideration of the  mutual  covenants  and
agreements  herein contained and other good and valuable  consideration,
the  receipt, adequacy and sufficiency of which are hereby acknowledged,
the  parties  hereto,  intending legally to be bound,  hereby  agree  as
follows:

                                    
                               ARTICLE I
                            DEFINITIONS: ETC.


       1.1 Definitions.  Except as otherwise herein expressly  provided,
the following terms and phrases shall have the meanings set forth below:

      "Accountants"   shall  mean  the  firm  or  firms  of  independent
certified  public accountants selected by the General Partner on  behalf
of the Partnership to audit the books and records of the Partnership and
to prepare statements and reports in connection therewith.

      "Act"   shall mean the Revised Uniform Limited Partnership Act  as
enacted  in  the  State of Delaware, and as the same  may  hereafter  be
amended from time to time.
<PAGE> 01
      "Administrative  Expenses"  shall mean (i) all administrative  and
operating costs and expenses incurred by the Partnership, and (ii) those
administrative  costs  and expenses and accounting  and  legal  expenses
undertaken  by the General Partner on behalf or for the benefit  of  the
Partnership.

      "Affiliate"  shall mean, with respect to any Partner (or as to any
other Person the affiliates of whom are relevant for purposes of any  of
the  provisions  of  this Agreement), (i) any member  of  the  Immediate
Family  of such Partner; (ii) any partner, trustee, beneficiary,  member
or  shareholder of a Partner; (iii) any legal representative,  successor
or  assignee of any Person referred to in the preceding clauses (i)  and
(ii);  (iv) any trustee or trust for the benefit of any Person  referred
to  in  the preceding clauses (i) through (iii); or (v) any Entity which
directly or indirectly through one or more intermediaries, controls,  is
Controlled  by, or is under common Control with, any Person referred  to
in the preceding clauses (i) through (iv).

     "Affiliate Financing"  shall mean financing or refinancing obtained
from a Partner or an Affiliate of a Partner by the Partnership.

      "Agreement"  shall mean this Agreement of Limited Partnership,  as
originally  executed and as amended, modified, supplemented or  restated
from time to time, as the context requires.

      "Bankruptcy"   shall mean, with respect to any  Partner,  (i)  the
commencement by such Partner of any proceeding seeking relief under  any
provision or chapter of the federal Bankruptcy Code or any other federal
or  state law relating to insolvency, bankruptcy or reorganization, (ii)
an  adjudication that such Partner is insolvent or bankrupt;  (iii)  the
entry  of  an  order for relief under the federal Bankruptcy  Code  with
respect  to  such Partner, (iv) the filing of any such petition  or  the
commencement of any such case or proceeding against such Partner, unless
such petition and the case or proceeding initiated thereby are dismissed
within ninety (90) days from the date of such filing, (v) the filing  of
an  answer  by  such  Partner  admitting the  allegations  of  any  such
petition,  (vi) the appointment of a trustee, receiver or custodian  for
all  or  substantially  all of the assets of such  Partner  unless  such
appointment  is vacated or dismissed within ninety (90)  days  from  the
date  of  such  appointment but not less than five (5) days  before  the
proposed sale of any assets of such Partner, (vii) the execution by such
Partner of a general assignment for the benefit of creditors, (viii) the
convening  by such Partner of a meeting of its creditors, or  any  class
thereof,  for  purposes of effecting a moratorium upon or  extension  or
composition of its debts, (ix) the failure of such Partner  to  pay  its
debts  as  they  mature, (x) the levy, attachment,  execution  or  other
seizure  of  substantially all of the assets of such Partner where  such
seizure  is not discharged within thirty (30) days thereafter,  or  (xi)
<PAGE> 02
the  admission by such Partner in writing of its inability  to  pay  its
debts  as  they mature or that it is generally not paying its  debts  as
they become due.

      "Capital  Contribution"  shall mean, with respect to any  Partner,
the  amount  of money and the initial Gross Asset Value of any  property
other  than  money contributed to the Partnership with  respect  to  the
Partnership Interest held by such Partner (net of liabilities  to  which
such property is subject).

     "Code"  shall mean the Internal Revenue Code of 1986, as amended.

      "Company"   shall  mean Simon DeBartolo Group,  Inc.,  a  Maryland
corporation.

      "Control"   shall  mean  the ability, whether  by  the  direct  or
indirect  ownership of shares or other equity interests, by contract  or
otherwise,  to  elect a majority of the directors of a  corporation,  to
select the managing partner of a partnership, or otherwise to select, or
have  the  power to remove and then select, a majority of those  persons
exercising governing authority over an Entity.  In the case of a limited
partnership,  the sole general partner, all of the general  partners  to
the  extent  each  has equal management control and  authority,  or  the
managing  general partner or managing general partners thereof shall  be
deemed  to have control of such partnership and, in the case of a trust,
any  trustee thereof or any Person having the right to select  any  such
trustee shall be deemed to have control of such trust.

      "Depreciation"   shall mean for each Partnership  Fiscal  Year  or
other period an amount equal to the depreciation, amortization, or other
cost  recovery  deduction allowable under the Code with  respect  to  an
asset  for  such  year or other period, except that if the  Gross  Asset
Value of an asset differs from its adjusted basis for federal income tax
purposes  at  the  beginning of such year or other period,  Depreciation
shall  be  an amount which bears the same ratio to such beginning  Gross
Asset  Value  as  the federal income tax depreciation,  amortization  or
other  cost  recovery deduction for such year or other period  bears  to
such  beginning  adjusted  tax basis; provided,  however,  that  if  the
federal  income  tax depreciation, amortization or other  cost  recovery
deduction  for such year is zero, Depreciation shall be determined  with
reference  to  such  beginning Gross Asset Value  using  any  reasonable
method selected by the General Partner.

      "Entity"  shall mean any general partnership, limited partnership,
limited  liability company, corporation, joint venture, trust,  business
trust, cooperative or association.
<PAGE> 03
      "ERISA"  shall mean the Employee Retirement Income Security Act of
1974,  as amended from time to time (or any corresponding provisions  of
succeeding laws).

       "GAAP"   shall  mean  generally  accepted  accounting  principles
consistently applied.

      "General  Partner"   shall  mean SDG  Capital  Associates  Limited
Partnership, a Delaware limited partnership.

      "Gross  Asset Value"  shall have the meaning set forth in  Section
4.6(b).

     "Gross Income"  shall mean the income of the Partnership determined
pursuant to Section 61 of the Code before deduction of items of  expense
or deduction.

      "Immediate  Family"  shall mean, with respect to any Person,  such
Person's  spouse,  parents,  parents-in-law,  descendants  by  blood  or
adoption, nephews, nieces, brothers, sisters, brothers-in-law,  sisters-
in-law and children-in-law.

      "Lender"  shall mean The Chase Manhattan Bank or any successor  or
assign hereof.

      "Lien"  shall mean any liens, security interests, mortgages, deeds
of trust, charges, claims, encumbrances, restrictions, pledges, options,
rights of first offer or first refusal and any other rights or interests
of  others of any kind or nature, actual or contingent, or other similar
encumbrances of any nature whatsoever.

      "Limited  Partner(s)"  shall mean Simon DeBartolo Group,  L.P.,  a
Delaware  limited  partnership  and  DeBartolo  Capital  Partnership,  a
Delaware general partnership.

      "Liquidating Agent"  shall mean such individual or  Entity  as  is
selected  as  the  Liquidating Agent hereunder by the  General  Partner,
which  individual  or  Entity may include  the  General  Partner  or  an
Affiliate of the General Partner, provided such Liquidating Agent agrees
in  writing to be bound by the terms of this Agreement.  The Liquidating
Agent  shall  be  empowered  to give and receive  notices,  reports  and
payments in connection with the dissolution, liquidation and/or winding-
up  of the Partnership and shall hold and exercise such other rights and
powers  as are necessary or required to permit all parties to deal  with
the  Liquidating  Agent in connection with the dissolution,  liquidation
and/or winding-up of the Partnership.
<PAGE> 04
     "Loan"  shall have the meaning set forth in Section 2.3 hereof.

      "Loan Documents"  shall have the meaning set forth in Section  2.3
hereof.

     "Losses"  shall have the meaning set forth in Section 5.1 hereof.

      "Major Decisions"  shall have the meaning set forth in Section 6.3
hereof.

      "Minimum  Gain"   shall  have the meaning  set  forth  in  Section
5.1(d)(1) hereof.

      "Minimum  Gain Chargeback"  shall have the meaning  set  forth  in
Section 5.1(d)(1) hereof.

      "Mortgage"   shall  mean  those  certain  deeds  of  trust  and/or
mortgages encumbering the Property to be executed and delivered  by  the
Partnership to the Lender.

      "Net Financing Proceeds"  shall mean the cash proceeds received by
the  Partnership in connection with any borrowing by or on behalf of the
Partnership (whether or not secured), after deduction of all  costs  and
expenses  incurred by the Partnership in connection with such borrowing,
and  after deduction of that portion of such proceeds used to repay  any
other  indebtedness  of  the Partnership, or  any  interest  or  premium
thereon.

      "Net  Operating Cash Flow"  shall mean, with respect to any fiscal
period of the Partnership, the aggregate amount of all cash received  by
the  Partnership from any source for such Fiscal Period  (including  Net
Sale  Proceeds  and  Net Financing Proceeds and distributions  from  any
subsidiary of the Partnership, but excluding Capital Contributions) less
the  aggregate amount of all expenses or other amounts paid with respect
to  such  period  (including all payments of principal and  interest  on
account  of  our  indebtedness of the Partnership), and such  additional
cash  reserves as of the last day of such period as the General  Partner
deems  necessary  for  any  capital or operating  expenditure  permitted
hereunder.

      "Net Sale Proceeds"  shall mean the cash proceeds received by  the
Partnership  in connection with a sale of any asset by or on  behalf  of
the Partnership after deduction of any costs or expenses incurred by the
Partnership,  or payable specifically out of the proceeds of  such  sale
(including,  without  limitation,  any  repayment  of  any  indebtedness
required  to  be  repaid as a result of such sale or which  the  General
Partner elects to repay out of the proceeds of such sale, together  with
<PAGE> 05
accrued  interest and premium, if any, thereon and any sales commissions
or  other costs and expenses due and payable to any Person in connection
with a sale).

      "Nonrecourse  Liabilities"  shall have the meaning  set  forth  in
Section 5.1(d)(1) hereof.

      "Notes"   shall  mean  those  certain  Commercial  Mortgage  Notes
executed  by  the Partnership and delivered to the Lender in  accordance
with the Loan Documents.

      "Partner  Nonrecourse Debt"  shall have the meaning set  forth  in
Section 5.1(d)(2) hereof.

     "Partner Nonrecourse Debt Minimum Gain"  shall have the meaning set
forth in Section 5.1(d)(2) hereof.

      "Partner Nonrecourse Deduction"  shall have the meaning set  forth
in Section 5.1(d)(2) hereof.

      "Partner(s)"   shall  mean the General  Partner  and  the  Limited
Partners, their duly admitted successors or assigns or any Person who is
a partner of the Partnership at the time of reference thereto.

       "Partnership"    shall  mean  the  limited   partnership   hereby
constituted,  as  such  limited partnership may from  time  to  time  be
constituted.

     "Partnership Fiscal Year"  shall mean the calendar year.

      "Partnership Interest"  shall mean with respect to a Partner, such
Partner's right to the allocations (and each item thereof), specified in
section  5.1 hereof and all distributions from the Partnership, and  its
rights  of management, consent, approval, or participation, if  any,  as
provided in this Agreement.

      "Partnership Minimum Gain"  shall have the meaning  set  forth  in
Section 1.704-2(b)(2) of the Regulations.

     "Percentage Interest"  shall mean, with respect to any Partner, the
percentage  ownership interest of such Partner in the Partnership.   The
Percentage Interest of the General Partner shall at all times be 1%, and
the  Percentage Interest of the Limited Partners shall at all  times  be
99%.
<PAGE> 06
     "Person"  shall mean any individual or Entity.

      "Pledge"   shall  mean a pledge or grant of a  mortgage,  security
interest,  lien  or  other  encumbrance  in  respect  of  a  Partnership
Interest.

      "Private  Placement  Agency Agreement"   shall  mean  the  Private
Placement  Agency Agreement among the Partnership and Chase  Securities,
Inc..

     "Profits"  shall have the meaning set forth in Section 5.1 hereof.

     "Property"  shall mean those properties (including peripheral land)
and interests set forth in Exhibit A hereto.

      "REIT  Requirements"  shall have the meaning set forth in  Section
5.2 hereof.

      "Regulations"  shall mean the final, temporary or proposed  Income
Tax  Regulations promulgated under the Code, as such regulations may  be
amended  from  time  to  time  (including  corresponding  provisions  of
succeeding regulations).

      "Required Funds"  shall have the meaning set forth in Section  4.3
hereof.

      "Special Director"  shall have the meaning given to such  term  in
the Certificate of Incorporation of the General Partner.

      "Substituted Limited Partner"  shall have the meaning set forth in
Section 8.2 hereof.

      "Third  Party" or "Third Parties"  shall mean a Person or  Persons
who  is  or  are  neither  a Partner or Partners  nor  an  Affiliate  or
Affiliates of a Partner or Partners.

      "Third  Party  Financing"   shall mean  financing  or  refinancing
obtained from a Third Party by the Partnership.

      "Transfer"  shall mean any assignment, sale, transfer,  conveyance
or  other  disposition  or  act  of  alienation,  whether  voluntary  or
involuntary, or by operation of law.
<PAGE> 07
                                    
                               ARTICLE II
                              ORGANIZATION


     2.1  Formation.  The parties hereto do hereby form and organize the
Partnership  pursuant  to  the provisions of  the  Act,  and  all  other
pertinent laws of the State of Delaware, for the purposes and  upon  the
terms and conditions hereinafter set forth.  The Partners agree that the
rights  and liabilities of the Partners shall be as provided in the  Act
except  as  otherwise  herein  expressly provided.   Promptly  upon  the
execution  and  delivery  hereof, the  General  Partner  shall  cause  a
Certificate  of  Limited Partnership and such other notice,  instrument,
document, or certificate as may be required by applicable law, and which
may  be necessary to enable the Partnership to conduct its business, and
to own its property, under the Partnership name, to be filed or recorded
in all appropriate public offices.  Upon request of the General Partner,
the  Limited  Partners  shall  execute any assumed  or  fictitious  name
certificate  or certificates required by law to be filed  in  connection
with  the  formation  of  the Partnership.  The  General  Partner  shall
promptly  cause the execution and delivery of such additional  documents
and shall perform such additional acts consistent with the terms of this
Agreement as may be necessary to comply with the requirements of law for
the  formation,  qualification, and operation of a  limited  partnership
under  the  laws of the State of Delaware and for the qualification  and
operation  of  a  limited partnership in the States of Wisconsin,  Ohio,
Florida, Kansas, Pennsylvania and Indiana.


     2.2   Name.   The  business of the Partnership shall  be  conducted
under  the name of Simon Capital Limited Partnership or such other  name
as  the  General  Partner  may  select,  and  all  transactions  of  the
Partnership, to the extent permitted by applicable law, shall be carried
on  and  completed  in such name.  The Partnership shall  at  all  times
conduct its own business in its own name.


     2.3  Purpose and Business of the Partnership.

     
        (a)     Subject to the limitations set forth herein, the purpose
     for  which  the  Partnership is formed is to engage solely  in  the
     following activities:

              (1)        To execute and deliver any and all instruments,
          agreements, certificates, documents, notices, papers or  other
          writings  as may be necessary or advisable in connection  with
          the acquisition by the Partnership of the Property;
<PAGE> 08
              (2)         to  execute and deliver (i) the loan agreement
          with  the Lender pursuant to which the Partnership will borrow
          $225,000,000; (ii) the Note evidencing borrowings pursuant  to
          the   loan  agreement;  (iii)  mortgages  or  deeds  of  trust
          encumbering  each Property, to secure all obligations  of  the
          Partnership  under the Loan Agreement and the Note;  and  (iv)
          any   and  all  assignments,  financing  statements,  security
          agreements, certificates, documents, notices, papers or  other
          writings  in  connection  therewith (collectively,  the  "Loan
          Documents");

              (3)          to   execute   and   deliver   a   placement,
          underwriting  or  similar agreement with any underwriter  that
          may  be retained in connection with the securitization of  the
          Note,   and   any   instruments,   agreements,   certificates,
          documents,  notices,  papers  or  other  writings  as  may  be
          necessary or advisable in connection with any securitization;

              (4)         to engage in any activities necessary to hold,
          receive, exchange, otherwise dispose of and otherwise deal  in
          and  exercise  all rights, powers, privileges, and  all  other
          incidents of ownership or possession with respect to  all  the
          Property  and any property or interests which may be  acquired
          by   the  Partnership  as  a  result  of  any  sale  or  other
          disposition of any Property;

              (5)         to  engage  in  any  activities  necessary  to
          authorize,   execute   and  deliver  any   other   instrument,
          agreement, certificate, notice or document in connection  with
          the  activities described above, including the filing  of  any
          instrument,  agreements, certificates,  notices,  applications
          and  other documents necessary or advisable to comply with any
          applicable laws, statutes, rules and regulations or  necessary
          or  advisable  to  perfect  or  protect  the  above-referenced
          security interests;

              (6)         to  take  any and all other actions  necessary
          under and pursuant to this Agreement; and

              (7)         to  engage  in such lawful activities  and  to
          exercise such powers permitted to partnerships under the  laws
          of  the State of Delaware that are necessarily incident to  or
          connected  with  the foregoing or necessary or  convenient  to
          accomplish  the  foregoing and which are consistent  with  the
          limitations  set forth in this Section 2.3(a)  and  the  other
          Sections hereof.
<PAGE> 09     
            (b)  Notwithstanding  anything  contained  herein   to   the
     contrary, so long as the Note is outstanding, Section 2.3(a)  shall
     not  be  amended without the consent of the Lender,  any  successor
     thereto or any assignee of the Note.

     
            (c) The Partnership shall not commingle its funds with those
     of  any  Affiliate or any other entity.  Funds and other assets  of
     the Partnership shall be separately identified and segregated.  All
     of  the  Partnership's assets shall at all times be held by  or  on
     behalf  of  the  Partnership,  and,  if  held  on  behalf  of   the
     Partnership  by  another  entity,  shall  at  all  times  be   kept
     identifiable (in accordance with customary usages) as assets  owned
     by  the  Partnership.   The  Partnership  shall  maintain  its  own
     separate bank accounts, payroll and books of account.

     
            (d) The  Partnership  shall  pay from  its  own  assets  all
     obligations  of  any kind incurred by the Partnership  (other  than
     organizational expenses).

     
            (e)  The  Partnership  shall  take  all  appropriate  action
     necessary to ensure its existence as a partnership in good standing
     under the laws of the State of Delaware.

     
            (f) All  financial statements, accounting records and  other
     partnership documents of the Partnership shall be maintained at  an
     office separate from those of any Affiliate or any other entity.

     
            (g) The annual financial statements of the Partnership shall
     disclose, in accordance with and to the extent required under GAAP,
     any transactions between the Partnership and any Affiliate.

     
           (h)  All business transactions entered into by the Partnership
     with  any  Affiliate shall be on terms and conditions that  are  no
     less  favorable  to the Partnership than the terms  and  conditions
     that  would be expected to have been obtained, at the time of  such
     transaction  and  under  similar circumstances,  from  unaffiliated
     persons.   In addition, all such transactions shall be approved  by
     the  General  Partner.   The Partnership shall  not  guarantee  any
     liabilities  or obligations of any Affiliate or any  other  Person,
     nor  shall  it  assume  any indebtedness or  other  liabilities  or
     obligations of any Affiliate or any other Person.
<PAGE> 10
     
           (i) The Partnership shall at all times hold itself out to the
     public  (including  any Affiliate's creditors) as  a  separate  and
     distinct entity operating under the Partnership's own name, and the
     Partnership  shall act solely in its own name and through  its  own
     authorized officers and agents.

     
           (j)  The Partnership shall pay out of its own funds salaries,
     if  any,  of  its officers and employees, and shall  reimburse  any
     Affiliate  for  any  service provided to the  Partnership  by  such
     Affiliate  (including those to be provided pursuant to  any  lease,
     administrative  or management services agreement or other  contract
     between  the Partnership and any Affiliate) in accordance with  the
     terms of any such lease, agreement or other contract.

     
           (k)  Notwithstanding any other provision of this Agreement or
     any  provision  of law that otherwise so empowers the  Partnership,
     for  so  long  as the Note under the loan agreement is outstanding,
     the  Partnership  shall not, without the approval  of  the  General
     Partner and the holder of such Notes, do any of the following:

           (1)            engage in any business or activity other  than
          as  set  forth  in  Section 2.3(a) or as may be  necessary  or
          convenient  to  comply with the provisions of  Section  2.3(c)
          through and including Section 2.3(j); or

           (2)            institute any proceeding to be adjudicated  as
          bankrupt  or  insolvent,  or consent  to  the  institution  of
          bankruptcy  or insolvency proceedings against it,  or  file  a
          petition or answer or consent seeking reorganization or relief
          under  any  applicable  federal,  or  state  law  relating  to
          bankruptcy,  or consent to the filing of any such petition  or
          to  the appointment of a receiver, rehabilitator, conservator,
          liquidator, assignee, trustee, sequestrator (or other  similar
          official) of the Partnership or of any substantial part of its
          property,  or  ordering the winding up or liquidation  of  its
          affairs,  or make any assignment for the benefit of creditors,
          or  admit  in writing its inability to pay its debts generally
          as  they become due, or take any action in furtherance of  the
          foregoing; or

           (3)            consolidate, merge, dissolve or liquidate,  in
          whole or in part; or

           (4)            incur, assume or guarantee any debt except  as
          provided in the loan agreement.
<PAGE> 11
    2.4    Location of the Principal Place of Business.  The location of
the  principal place of business of the Partnership shall be at 115 West
Washington  Street, Indianapolis, Indiana 46204, or such other  location
as  shall  be selected from time to time by the General Partner  in  its
sole discretion.


    2.5    Registered Agent and Registered Office.  The Registered Agent
of the Partnership shall be The Corporation Trust Company, or such other
Person  as  the General Partner may select in its sole discretion.   The
Registered Office of the Partnership shall be c/o The Corporation  Trust
Company,  1209 Orange Street, Wilmington, Delaware 19801 or  such  other
location  as  the  General Partner may select in its sole  and  absolute
discretion.

                                    
                               ARTICLE III
                                  TERM


    3.1    Dissolution.   The  Partnership shall be dissolved  upon  the
occurrence  of  the  earlier of (i) December  31,  2069,  and  (ii)  the
earliest of the following events:

     
        (a)    The withdrawal, dissolution, termination or bankruptcy of
     the  General Partner, it being agreed that so long as the Notes are
     outstanding, the General Partner shall not withdraw or resign  from
     the  Partnership  and in the event that the General  Partner  shall
     become disassociated from the Partnership, shall withdraw from  the
     Partnership or shall liquidate, become insolvent or file a petition
     for bankruptcy, the Partnership shall appoint a new special purpose
     general partner and deliver an acceptable non-consolidation opinion
     to  the  holder  of  the Note and to any applicable  rating  agency
     concerning the Partnership and the replacement general partner;

     
        (b)    The sale or other disposition of all or substantially all
     the assets of the Partnership; or

     
        (c)    dissolution required by operation of law.

                                    
                              ARTICLE IV
                        CONTRIBUTIONS TO CAPITAL


   4.1    General Partner Capital Contributions.  Simultaneously with
the execution and delivery hereof, the General Partner shall contribute
or cause to be made Capital Contributions of assets described on
Schedule 1, and (after giving effect to such contributions) the General
Partner shall have made or caused to be made Capital Contributions to
<PAGE> 12
the Partnership of money and/or assets in the amount or of the nature
set forth on Schedule 2.


  4.2     Contributions of Partners.  On the date hereof, the Limited
Partners shall make or cause to be made Capital Contributions of assets
described on Schedule 1, and (after giving effect to such contributions)
the Limited Partners shall have made or caused to be made Capital
Contributions to the Partnership of money and/or assets in the amount or
of the nature set forth on Schedule 2.  By execution and delivery of
this Agreement, the Limited Partners hereby acknowledge and agree that
the relative values of their capital interests in the Partnership are as
reflected by the Capital Accounts and Percentage Interests (which shall,
initially, be as set forth on Schedule 2).  Except as otherwise
expressly provided herein or required by applicable law, the Limited
Partners shall not be required to contribute any additional capital to
the Partnership.  All surtax, documentary stamp tax or other transfer
tax that may be imposed as a result of the foregoing Capital
Contributions shall be paid by the General Partner.


  4.3   Additional Funds.  The Partnership may obtain funds ("Required
Funds") which it considers necessary to meet the needs and obligations
and requirements of the Partnership, or to maintain adequate working
capital or to repay Partnership indebtedness, and to carry out the
Partnership's purposes, from the proceeds of Third Party Financing or
Affiliate Financing, provided that at the time of such financing, none
of the Notes remain outstanding.  In no event may the Partnership obtain
any Third Party Financing that is recourse to any Partner or any
Affiliate, partner, shareholder, beneficiary, principal, officer, or
director of any Partner without the consent of the affected Partner and
any other Person or Persons to whom such recourse may be had.  This
Section 4.3 shall not be deemed to limit the right of the Partnership at
any time to incur certain types of indebtedness to the extent expressly
permitted under  the Mortgage.


  4.4      No Third Party Beneficiary.  No creditor or other third party
having dealings with the Partnership shall have the right to enforce the
right or obligation of any Partner to make Capital Contributions or to
pursue any other right or remedy hereunder or at law or in equity, it
being understood and agreed that the provisions of this Agreement shall
be solely for the benefit of, and may be enforced solely by, the parties
hereto and their respective successors and assigns.  None of the rights
or obligations of the Partners herein set forth to make Capital
Contributions to the Partnership shall be deemed an asset of the
Partnership for any purpose by any creditor or other third party, nor
may such rights or obligations be sold, transferred or assigned by the
<PAGE> 13
Partnership or pledged or encumbered by the Partnership to secure any
debt or other obligation of the Partnership or of any of the Partners.
Notwithstanding the foregoing provisions of this Section 4.4,
restrictions set forth in this Agreement which are required by the terms
of the Loan Documents shall inure to the benefit of, and be enforceable
by, the holder of the Loan Documents and its successors and assigns.


  4.5     No Interest: No Return.  No Partner shall be entitled to
interest on its Capital Contribution or on such Partner's Capital
Account.  Except as provided herein or by law, no Partner shall have any
right to withdraw any part of its Capital Account or to demand or
receive the return of its Capital Contribution from the Partnership.


  4.6     Capital Accounts.

     
         (a)   The Partnership shall establish and maintain a separate
     capital account ("Capital Account") for each Partner, including a
     substitute partner who shall pursuant to the provisions hereof
     acquire a Partnership Interest, which Capital Account shall be:

             (1)         credited with the amount of cash contributed by
          such Partner to the capital of the Partnership; the initial
          Gross Asset Value (net of liabilities secured by such
          contributed property that the Partnership assumes or takes
          subject to) of any other property contributed by such Partner
          to the capital of the Partnership; such Partner's distributive
          share of Profits; and any other items in the nature of income
          or gain that are allocated to such Partner pursuant to Section
          5.1 hereof, but excluding tax items described in Regulations
          Section 1.704-1(b)(4)(i); and

             (2)         debited with the amount of cash distributed to
          such Partner pursuant to the provisions of this Agreement; the
          Gross Asset Value (net of liabilities secured by such
          distributed property that such Partner assumes or takes
          subject to) of any Partnership property distributed to such
          Partner pursuant to any provision of this Agreement; such
          Partner's distributive share of Losses; and any other items in
          the nature of expenses or losses that are allocated to such
          Partner pursuant to Section 5.1 hereof, but excluding tax
          items described in Regulations Section 1.704-1(b)(4)(i).
<PAGE> 14
     In the event that a Partner's Partnership Interest or portion
thereof is transferred within the meaning of Regulations Section 1.704-
1(b)(2)(iv)(f), the transferee shall succeed to the Capital Account of
the transferor to the extent that it relates to the Partnership Interest
or portion thereof so transferred.

     In the event that the Gross Asset Values of Partnership assets are
adjusted as described below in Section 4.6(b) hereof, the Capital
Accounts of the Partners shall be adjusted to reflect the aggregate net
adjustments as if the Partnership sold all of its property for their
fair market values and recognized gain or loss for federal income tax
purposes equal to the amount of such aggregate net adjustment.

     The foregoing provisions and the other provisions of this Agreement
relating to the maintenance of Capital Accounts are intended to comply
with Section 1.704-1(b) of the Regulations, and shall be interpreted and
applied as provided in the Regulations.

     
          (b)  The term "Gross Asset Value" or "Gross Asset Values"
     means, with respect to any asset of the Partnership, such asset's
     adjusted basis for federal income tax purposes, except as follows:

              (1)        the initial Gross Asset Value of any asset
          contributed by a Partner to the Partnership shall be the gross
          fair market value of such asset as reasonably determined by
          the General Partner;

              (2)        the Gross Asset Values of all Partnership
          assets shall be adjusted to equal their respective gross fair
          market values, as reasonably determined by the General
          Partner, immediately prior to the following events:

                 (i)               a Capital Contribution (other than a
               de minimis Capital Contribution, within the meaning of
               Section 1.704-1(b)(2)(iv)(f)(5)(i) of the Regulations) to
               the Partnership by a new or existing Limited Partner as
               consideration for a Partnership Interest;

                 (ii)              the distribution by the Partnership
               to a Partner of more than a de minimis amount (within the
               meaning of Section 1.704-1(b)(2)(iv)(f)(5)(ii) of the
               Regulations) of Partnership property as consideration for
               the redemption of a Partnership Interest; and
<PAGE> 15
                 (iii)             the liquidation of the Partnership
               within the meaning of Section 1.704-1(b)(2)(ii)(g) of the
               Regulations.

              (3)          the Gross Asset Values of Partnership assets
          distributed to any Partner shall be the gross fair market
          values of such assets as reasonably determined by the General
          Partner as of the date of distribution.

At all times, Gross Asset Values shall be adjusted by any Depreciation
taken into account with respect to the Partnership's assets for purposes
of computing Profits and Losses.  Any adjustment to the Gross Asset
Values of Partnership property shall require an adjustment to the
Partners' Capital Accounts as described in Section 4.6(a) above.

                                    
                             ARTICLE V
                  ALLOCATIONS, DISTRIBUTIONS AND OTHER
                       TAX AND ACCOUNTING MATTERS


    5.1   Allocations.

     
       (a)     For the purpose of this Agreement, the terms "Profits"
     and "Losses" mean, respectively, for each Partnership Fiscal Year
     or other period, the Partnership's taxable income or loss for such
     Partnership Fiscal Year or other period, determined in accordance
     with Section 703(a) of the Code (for this purpose, all items of
     income, gain, loss, or deduction required to be stated separately
     pursuant to Section 703(a)(1) of the Code shall be included in
     taxable income or loss), adjusted as follows:

               (1)       any income of the Partnership that is exempt
          from federal income tax and not otherwise taken into account
          in computing Profits or Losses pursuant to this Section 5.1(a)
          shall be added to such taxable income or loss;

               (2)       in lieu of the depreciation, amortization and
          other cost recovery deductions taken into account in computing
          such taxable income or loss, there shall be taken into account
          Depreciation for such Partnership Fiscal Year or other period;

               (3)       any items that are specially allocated pursuant
          to Section 5.1(d) hereof shall not be taken into account in
          computing Profits or Losses; and
<PAGE> 16
               (4)       any expenditures of the Partnership described
          in Section 705(a)(2)(B) of the Code (or treated as such under
          Regulation Section 704-1(b)(2)(iv)(i)) and not otherwise taken
          into account in computing Profits or Losses pursuant to this
          Section 5.1(a) shall be deducted from such taxable income or
          loss.

     
          (b)  Except as otherwise provided in section 5.1(d) hereof,
     the Profits and Losses of the Partnership (and each item thereof)
     for each Partnership Fiscal Year shall be allocated among the
     Partners in accordance with their respective Percentage Interests.

     
          (c)  For the purpose of Section 5.1(b) hereof, gain or loss
     resulting from any disposition of Partnership property shall be
     computed by reference to the Gross Asset Value of the property
     disposed of, notwithstanding that the adjusted tax basis of such
     property for federal income tax purposes differs from its Gross
     Asset Value.

     
          (d)  Notwithstanding the foregoing provisions of this Section
     5.1, the following provisions shall apply:

                   (1)   A Partner shall not receive an allocation of
          any Partnership deduction that would result in total loss
          allocations attributable to "Nonrecourse Liabilities" (as
          defined in Regulations Section 1.704-2(b)(3)) in excess of
          such Partner's share of Minimum Gain (as determined under
          Regulations Section 1.704-2(g)). The term "Minimum Gain" means
          an amount determined in accordance with Regulations Section
          1.704-2(d) by computing, with respect to each Nonrecourse
          Liability of the Partnership, the amount of gain, if any, that
          the Partnership would realize if it disposed of the property
          subject to such liability for no consideration other than full
          satisfaction thereof, and by then aggregating the amounts so
          computed.  If the Partnership makes a distribution allocable
          to the proceeds of a Nonrecourse Liability, in accordance with
          Regulation Section 1.704-2(h) the distribution will be treated
          as allocable to an increase in Partnership Minimum Gain to the
          extent the increase results from encumbering Partnership
          property with aggregate Nonrecourse Liabilities that exceeds
          the property's adjusted tax basis.  If there is a net decrease
          in Partnership Minimum Gain for a Partnership Fiscal Year, in
          accordance with Regulations Section 1.704-2(f) and the
          exceptions contained therein, the Partners shall be allocated
<PAGE> 17
          items of Partnership income and gain for such Partnership
          Fiscal Year (and, if necessary, for subsequent Partnership
          Fiscal Years) equal to the Partners' respective shares of the
          net decrease in Minimum Gain within the meaning of Regulations
          Section 1.704-2(g)(2) (the "Minimum Gain Chargeback").  The
          items to be allocated pursuant to this Section 5.1(d)(1) shall
          be determined in accordance with Regulations Section 1.704-
          2(f) and (j).

                   (2)   Any item of "Partner Nonrecourse Deduction" (as
          defined in Regulations Section 1.7042(i)) with respect to a
          "Partner Nonrecourse Debt" (as defined in Regulations Section
          1.704-2(b)(4)) shall be allocated to the Partner or Partners
          who bear the economic risk of loss for such Partner
          Nonrecourse Debt in accordance with Regulations Section 1.704-
          2(i)(1). If the Partnership makes a distribution allocable to
          the proceeds of a Partner Nonrecourse Debt, in accordance with
          Regulation Section 1.704-2(i)(6) the distribution will be
          treated as allocable to an increase in Partner Minimum Gain to
          the extent the increase results from encumbering Partnership
          Property with aggregate Partner Nonrecourse Debt that exceeds
          the property's adjusted tax basis.  Subject to Section
          5.1(d)(1) hereof, but notwithstanding any other provision of
          this Agreement, in the event that there is a net decrease in
          minimum Gain attributable to a Partner Nonrecourse Debt (such
          Minimum Gain being hereinafter referred to as "Partner
          Nonrecourse Debt Minimum Gain") for a Partnership Fiscal Year,
          then after taking into account allocations pursuant to Section
          5.1(d)(1) hereof, but before any other allocations are made
          for such taxable year, and subject to the exceptions set forth
          in Regulations Section 1.7042(i)(4), each Partner with a share
          of Partner Nonrecourse Debt Minimum Gain at the beginning of
          such Partnership Fiscal Year shall be allocated items of
          income and gain for such Partnership Fiscal Year (and, if
          necessary, for subsequent Partnership Fiscal Years) equal to
          such Partner's share of the net decrease in Partner
          Nonrecourse Debt Minimum Gain as determined in a manner
          consistent with the provisions of Regulations Section 1.704-
          2(g)(2). The items to be allocated pursuant to this Section
          5.1(d)(2) shall be determined in accordance with Regulations
          Section 1.704-2(i)(4) and (j).

                   (3)   Pursuant to Regulations Section 1.752-3(a)(3),
          for the purpose of determining each Partner's share of excess
          nonrecourse liabilities of the Partnership, and solely for
<PAGE> 18
          such purpose, each Partner's interest in Partnership profits
          is hereby specified to be such Partner's Percentage Interest.

                  (4)   No Limited Partners shall be allocated any item
          of deduction or loss of the Partnership if such allocation
          would cause such Limited Partner's Capital Account to become
          negative by more than the sum of (i) any amount such Limited
          Partner is obligated to restore upon liquidation of the
          Partnership, plus (ii) such Limited Partner's share of the
          Partnership's Minimum Gain and Partner Nonrecourse Debt
          Minimum Gain.  An item of deduction or loss that cannot be
          allocated to a Limited Partner pursuant to this Section
          5.1(d)(4) shall be allocated to the General Partner.  For this
          purpose, in determining the Capital Account balance of such
          Limited Partner, the items described in Regulations Section
          1.704-1(b)(2)(ii)(d)(4), (5), and (6) shall be taken into
          account.  In the event that (A) any Limited Partner
          unexpectedly receives any adjustment, allocation, or
          distribution described in Regulations Sections 1.704-
          1(b)(2)(ii)(d)(4), (5), or (6), and (B) such adjustment,
          allocation, or distribution causes or increases a deficit
          balance (net of amounts which such Limited Partner is
          obligated to restore or deemed obligated to restore under
          Regulations Section 1.7042(g)(1) and 1.704-2(i)(5) and
          determined after taking into account any adjustments,
          allocations, or distributions described in Regulations
          Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6) that, as of the
          end of the Partnership Fiscal Year, reasonably are expected to
          be made to such Limited Partner) in such Limited Partner's
          Capital Account as of the end of the Partnership Fiscal Year
          to which such adjustment, allocation, or distribution relates,
          then items of Gross Income (consisting of a pro rata portion
          of each item of Gross Income) for such Partnership Fiscal Year
          and each subsequent Partnership Fiscal Year shall be allocated
          to such Limited Partner until such deficit balance or increase
          in such deficit balance, as the case may be, has been
          eliminated.  In the event that this Section 5.1(d)(4) and
          Section 5.1(d)(1) and/or (2) hereof apply, Section 5.1(d)(1)
          and/or (2) hereof shall be applied prior to this Section
          5.1(d)(4).

     
           (e)  In accordance with Sections 704(b) and 704(c) of the Code
     and the Regulations thereunder, income, gain, loss, and deduction
     with respect to any property contributed to the capital of the
     Partnership shall, solely for federal income tax purposes, be
     allocated among the Partners so as to take account of any variation
     between the adjusted basis of such property to the Partnership for
<PAGE> 19
     federal income tax purposes and the initial Gross Asset Value of
     such property.  If the Gross Asset Value of any Partnership
     property is adjusted as described in the definition of Gross Asset
     Value, subsequent allocations of income, gain, loss, and deduction
     with respect to such asset shall take account of any variation
     between the adjusted basis of such asset for federal income tax
     purposes and the Gross Asset Value of such asset in the manner
     prescribed under Sections 704(b) and 704(c) of the Code and the
     Regulations thereunder.  In furtherance of the foregoing, the
     Partnership shall employ the method prescribed in Regulation
     Section 1.704-3(b) (the "traditional method") or the equivalent
     successor provisions) of proposed, temporary or final Regulations.

     
          (f)  Notwithstanding anything to the contrary contained in
     this Section 5.1, the allocation of Profits and Losses for any
     Partnership Fiscal Year during which a Person acquires a
     Partnership Interest (other than upon formation of the Partnership)
     or during which there is a change in the Partners' Percentage
     Interests shall take into account the Partners' varying interests
     for such Partnership Fiscal Year pursuant to any method permissible
     under Section 706 of the Code that is selected by the General
     Partner (notwithstanding any agreement between the assignor and
     assignee of such Partnership Interest although the General Partner
     may recognize any such agreement), which method may take into
     account the date on which the Transfer or an agreement to Transfer
     becomes irrevocable pursuant to its terms, as determined by the
     General Partner.

     
          (g)  In the event of a sale or exchange of a Partner's
     Partnership Interest or portion thereof or upon the death of a
     Partner, if the Partnership has not theretofore elected, pursuant
     to Section 754 of the Code, to adjust the basis of Partnership
     property, the General Partner shall cause the Partnership to elect,
     if the Person acquiring such Partnership Interest or portion
     thereof so requests, pursuant to Section 754 of the Code, to adjust
     the basis of Partnership property.  In addition, in the event of a
     distribution referred to in Section 734(b) of the Code, if the
     Partnership has not theretofore elected, the General Partner may,
     in the exercise of its reasonable discretion, cause the Partnership
     to elect, pursuant to Section 754 of the Code, to adjust the basis
     of Partnership property.  Except as provided in Regulations Section
     1.704-1(b)(2)(iv)(m), such adjustment shall not be reflected in the
     Partners' Capital Accounts and shall be effective solely for
     federal and (if applicable) state and local income tax purposes.
     Each Partner hereby agrees to provide the Partnership with all
     information necessary to give effect to such election.  With
     respect to such election:
<PAGE> 20
                (1)      Any change in the amount of the depreciation
          deducted by the Partnership and any change in the gain or loss
          of the Partnership, for federal income tax purposes, resulting
          from an adjustment pursuant to Section 743(b) of the Code
          shall be allocated entirely to the transferee of the
          Partnership Interest or portion thereof so transferred.  No
          capital contribution obligation shall be imposed on any
          Partner and neither the Partnership Interest of, nor the
          amount of any cash distributions to, any Partner shall be
          affected as a result of such election, and except as provided
          in Regulations Section 1.704-1(b)(2)(iv)(m), the making of
          such election shall have no effect except for federal and (if
          applicable) state and local income tax purposes.

                (2)      Solely for federal and (if applicable) state
          and local income tax purposes and not for the purpose of
          maintaining the Partners' Capital Accounts (except as provided
          in Regulations Section 1.704-1(b)(2)(iv)(m)), the Partnership
          shall keep a written record for those assets, the bases of
          which are adjusted as a result of such election, and the
          amount at which such assets are carried on such record shall
          be debited (in the case of an increase in basis) or credited
          (in the case of a decrease in basis) by the amount of such
          basis adjustment.  Any change in the amount of the
          depreciation deducted by the Partnership and any change in the
          gain or loss of the Partnership, for federal and (if
          applicable) state And local income tax purposes, attributable
          to the basis adjustment made as a result of such election
          shall be debited or credited, as the case may be, on such
          record.

     
         (h)   The Profits, Losses, gains, deductions, and credits of
     the Partnership (and all items thereof) for each Partnership Fiscal
     Year shall be determined in accordance with the accounting method
     followed by the Partnership for federal income tax purposes.

          Except as provided in Sections 5.1(e) and 5.1(g) hereof,, for
     federal income tax purposes, each item of income, gain, loss, or
     deduction shall be allocated among the Partners in the same manner
     as its correlative item of "book" income, gain, loss, or deduction
     has been allocated pursuant to this Section 5.1.

     
         (i)   To the extent permitted by Regulations Sections 1.704-
     2(h)(3) and 1.704-2(i)(6), the General Partner shall endeavor to
     treat distributions as having been made from the proceeds of
<PAGE> 21
     Nonrecourse Liabilities or Partner Nonrecourse Debt only to the
     extent that such distributions would cause or increase a deficit
     balance in any Partner's Capital ' Account that exceeds the amount
     such Partner is otherwise obligated to restore (within the meaning
     of Regulations Section 1.704-1(b)(2)(ii)(c)) As of the end of the
     Partnership's taxable year in which the distribution occurs.

     
         (j)   If any Partner sells or otherwise disposes of any
     property, directly or indirectly, to the Partnership, and as a
     result thereof, gain on a subsequent disposition of such property
     by the Partnership is reduced pursuant to Section 267(d) of the
     Code, then, to the extent permitted by applicable laws, gain for
     federal income tax purposes attributable to such subsequent
     disposition shall first be allocated among the Partners other than
     the selling Partner in an amount equal to such Partners'
     allocations of "book" gain on the property pursuant to this Section
     5.1, and any remaining gain for federal income tax purposes shall
     be allocated to the selling Partner.


    5.2   Partnership Distributions.  The General Partner shall cause
the Partnership to distribute all or a portion of Net Operating Cash
Flow to the Partners from time to time as determined by the General
Partner, but in any event not less frequently than quarterly in such
amounts as the General Partner shall determine; provided, however, that
all such distributions shall be made pro rata in accordance with the
Partners' then Percentage Interests; and provided further, that
notwithstanding the foregoing, the General Partner shall use its best
efforts (not requiring any material expenditure of funds or the
incurrence of any material liability on the part of the General Partner)
to cause the Partnership to distribute sufficient amounts to enable the
Simon DeBartolo Group, L.P. to distribute sufficient amounts to the
Company to pay shareholder dividends that will (a) satisfy the
requirements for qualifying as a REIT under the Code and Regulations
(the "REIT Requirements"), and (b) avoid any federal income or excise
tax liability of the general partner.  All amounts withheld pursuant to
the Code or a provision of any state or local tax law with respect to
any allocation, payment or distribution to any Partner shall be treated
as amounts distributed to such Partner.


    5.3   Books of Account.  At all times during the continuance of the
Partnership, the General Partner shall maintain or cause to be
maintained full, true, complete and correct books of account in-
accordance with generally accepted accounting principles wherein shall
be entered particulars of all monies, goods or effects belonging to or
owing to or by the Partnership, or paid, received, sold or purchased in
the course of the Partnership's business, and all of such other
transactions, matters and things relating to the business of the
<PAGE> 22
Partnership as are usually entered in books of account kept by persons
engaged in a business of a like kind and character.  In addition, the
Partnership shall keep all records required to be kept pursuant to the
Act.  The books and records of account shall be kept separately from the
books and records of account of any other Person, at the principal
office of the Partnership, and each Partner and its representatives
shall at all reasonable times have access to such books and records and
the right to inspect and copy the same.


    5.4   Reports.  Within one hundred twenty (120) days after the end
of each Partnership Fiscal Year, the Partnership shall cause to be
prepared and transmitted to each Partner, an annual report of the
Partnership relating to the previous Partnership Fiscal Year containing
a statement of financial condition as of the year then ended, and
statements of operations, cash flow and Partnership equity for the year
then ended, which annual statements shall be prepared in accordance with
GAAP and shall be audited by the Accountants.  The Partnership shall
also cause to be prepared and transmitted to each Partner within forty-
five (45) days after the end of each of the first three (3) quarters of
each Partnership Fiscal Year, a quarterly unaudited report of the
Partnership's financial condition and statements of operations cash flow
and Partnership equity relating to the fiscal quarter then just ended,
prepared in accordance with GAAP.


    5.5   Audits.  Not less frequently than annually, the books and
records of the partnership shall be audited by the Accountants.


    5.6   Tax Returns.

     
        (a)    Consistent with all other provisions of this Agreement,
     the General Partner shall determine the methods to be used in the
     preparation of federal, state, and local income and other tax
     returns for the Partnership in connection with all items of income
     and expense, including, but not limited to, valuation of assets,
     the methods of depreciation and cost recovery, elections, credits,
     and tax accounting methods and procedures.

     
        (b)    The Partnership shall timely cause to be prepared and
     transmitted to the Partners federal and appropriate state and local
     Partnership Income Tax Schedules "K-1, or any substitute therefor,
     with respect to such Partnership Fiscal Year on appropriate forms.
<PAGE> 23

  5.7     Tax Matters Partner.  The General Partner is hereby designated
as the Tax Matters Partner within the meaning of Section 6231(a)(7) of
the Code for the Partnership.

                                    
                            ARTICLE VI
      RIGHTS AND DUTIES OF, AND RESTRICTIONS ON THE GENERAL PARTNER


  6.1     Expenditures by Partners.  The General Partner is hereby
authorized to pay compensation for accounting, administrative, legal,
technical, management and other services rendered to the Partnership.
All of the aforesaid expenditures shall be made on behalf of the
Partnership and the General Partner shall be entitled to reimbursement
by the Partnership for any expenditures incurred by it on behalf of the
Partnership which shall have been made other than out of the funds of
the Partnership.  The Partnership shall also assume, and pay when due,
all Administrative Expenses.


 6.2      Powers and Duties of General Partner.  The General Partner
shall be responsible for the management of the Partnership's business
and affairs.  Except as otherwise herein expressly provided, and subject
to the limitations contained in Section 6.3 hereof with respect to Major
Decisions, the General Partner shall have, and is hereby granted, full
and complete power, authority and discretion to take such action for and
on behalf of the Partnership and in its name as the General Partner
shall, in its sole and absolute discretion, deem necessary or
appropriate to carry out the purposes for which the Partnership was
organized.  Except as otherwise expressly provided herein, and subject
to Sections 2.3 and 6.3 hereof, the General Partner shall have the
right, power and authority:

     
       (a)     To manage, insure against loss and protect the Property
     or any portion thereof; to improve, develop or redevelop the
     Property; to participate in the ownership, redevelopment and
     expansion of the Property; to mortgage, pledge or otherwise
     encumber the Property, or any portion thereof, but only in
     accordance with Section 2.3 hereof; to lease the Property or any
     portion thereof from time to time, upon any terms and for any
     period of time, and to renew or extend leases, to amend, change or
     modify the terms and provisions of any leases and to grant options
     to lease and options to renew leases, all in accordance with the
     Mortgage; to grant easements of any kind; to release, convey or
     assign any right, title or interest in or about or easement
     appurtenant to the Property or any portion thereof; to construct
     and reconstruct, remodel, alter, repair, add to or take from
     buildings on the Property; to insure any Person having an interest
     in or responsibility for the care, management or repair of said
     Property;
<PAGE> 24     
       (b)     To employ, engage or contract with or dismiss from
     employment or engagement Persons to the extent deemed necessary by
     the General Partner for the operation and management of the
     Partnership business, including but not limited to, employees,
     contractors, subcontractors, engineers, architects, surveyors,
     mechanics, consultants, accountants, attorneys, insurance brokers,
     real estate brokers, placement agents, financial advisors and
     others, the general partner agreeing to employ at all times a
     sufficient number of employees in light of its contemplated
     business operations;

     
       (c)     To enter into contracts on behalf of the Partnership in
     accordance with Section 2.3 hereof;

     
       (d)     To sign, execute and deliver any and all assignments,
     deeds and other contracts and instruments in writing; to authorize,
     give, make, procure, accept and receive moneys, payments, property,
     notices, demands, vouchers, receipts, releases, compromises and
     adjustments; to waive notices, demands, protests and authorize and
     execute waivers of every kind and nature; to enter into, make,
     execute, deliver and receive written agreements, undertakings and
     instruments of every kind and nature; to give oral instructions and
     make oral agreements; and generally to do any and all other acts
     and things incidental to any of the foregoing or with reference to
     any dealings or transactions which any attorney may deem necessary,
     proper or advisable;

     
       (e)     To acquire and enter into any contract of insurance which
     the General Partner deems necessary or appropriate for the
     protection of the Partnership or any Affiliate thereof, for the
     conservation of the Partnership's assets or for any purpose
     convenient or beneficial to the Partnership or any Affiliate
     thereof;

     
       (f)     To conduct any and all banking transactions on behalf of
     the Partnership; to adjust and settle checking, savings, and other
     accounts with such institutions as the General Partner shall deem
     appropriate; to draw, sign, execute, accept, endorse, guarantee,
     deliver, receive and pay any checks, drafts, bills of exchange,
     acceptances, notes, obligations, undertakings and other instruments
     for or relating to the payment of money in, into or from any
     account in the Partnership's name; to execute, procure, consent to
     and authorize extensions and renewals of the same; to make deposits
     and withdraw the same and to negotiate or discount commercial
     paper, acceptances, negotiable instruments, bills of exchange and
     dollar drafts; provided, however, that in no event in connection
     with any of the foregoing shall the accounts or funds of the
<PAGE> 25
     Partnership be commingled with the accounts or funds of any other
     Person and the Partnership shall at all times pay its own
     liabilities from Partnership funds;

     
       (g)     To demand, sue for, receive, and otherwise take steps to
     collect or recover all debts, rents, proceeds, interests,
     dividends, goods, chattels, income from property, damages and all
     other property to which the Partnership may be entitled or which
     are or may become due the Partnership from any Person; to commence,
     prosecute or enforcer or to defend, answer or oppose, contest and
     abandon all legal proceedings in which the Partnership is or may
     hereafter be interested; and to settle, compromise or submit to
     arbitration any accounts, debts, claims, disputes and matters which
     may arise between the Partnership and any other Person and to grant
     an extension of time for the payment or satisfaction thereof on any
     terms with or without security;

     
       (h)     To make arrangements for financing, including the taking
     of all action deemed necessary or appropriate by the General
     Partner to cause any approved loans to be closed;

     
       (i)     To take all reasonable measures necessary to insure
     compliance by the Partnership with applicable arrangements and
     contractual obligations entered into by the Partnership from time
     to time in accordance with the provisions of this Agreement,
     including periodic reports required to be submitted to lenders,
     using all due diligence to insure that the Partnership is in
     compliance with its contractual obligations;

     
       (j)     To maintain the Partnership's books and records; and

     
       (k)     To prepare and deliver, or cause to be prepared and
     delivered by the Accountants, all financial and other reports with
     respect to the operations of the Partnership, and preparation and
     filing of all federal and state tax returns and reports.

     Except as otherwise provided herein, to the extent the duties of
the General Partner require expenditures of funds to be paid to third
parties, the General Partner shall not have any obligations hereunder
except to the extent that Partnership funds are reasonably available to
it for the performance of such duties, and nothing herein contained
shall be deemed to authorize or require the General Partner, in its
capacity as such, to expend its individual funds for payment to third
parties or to undertake any individual liability or obligation on behalf
<PAGE> 26
of the Partnership.  Nothing contained in this Section 6.2 shall
authorize the General Partner to take any action which would be in
violation of Section 2.3.


   6.3    Major Decisions.  The General Partner shall not, without the
prior consent of the Limited Partners and any additional partners that
may from time to time be admitted to the Partnership in accordance with
Section 6.7 hereof and, so long as any of the Notes remains outstanding,
the unanimous affirmative vote of the Board of Directors of the general
partner of the General Partner (and with regard to only (c) and (d)
below the consent of the holder of such Notes), undertake any of the
following actions on behalf of the Partnership (the "Major Decisions"):

     
         (a)   Institute any proceeding for or take any action resulting
     in Bankruptcy on behalf of the Partnership;

     
         (b)      Take title to any personal or real property other than in
     the name of the Partnership;

     
         (c)   Act or cause the taking or refraining of any action with
     respect to the dissolution, liquidation or winding up of the
     Partnership or an election to continue the Partnership or to
     continue the business of the Partnership; or

     
         (d)   Merge or consolidate with or into any Person or sell,
     exchange, transfer or otherwise dispose of all or substantially all
     of the Partnership's assets.


 6.4      Proscriptions.  The General Partner shall not have the
authority:

     
         (a)   to do any act in contravention of this Agreement or the
     Loan Documents or which would make it impossible to carry on the
     ordinary business of the Partnership, provided that a sale of the
     Property shall not be deemed to be such an act;

     
         (b)   to possess any Partnership property or assign rights in
     specific Partnership property for other than Partnership purposes;
     or

     
         (c)   to do any act in contravention of applicable law.
<PAGE> 27
Nothing herein contained shall impose any obligation on any Person or
firm doing business with the Partnership to inquire as to whether or not
the General Partner has properly exercised its authority in executing
any contract, lease, mortgage, deed or any other instrument or document
on behalf of the Partnership, and any such third Person shall be fully
protected in relying upon such authority.


     6.5     Additional Covenants.

     
        (a)    Notwithstanding any provision to the contrary set forth
     herein, the General Partner covenants that, so long as any of the
     Notes remain outstanding, it shall not cause or permit the
     Partnership to:

                  (1)    engage, directly or indirectly, in any business
          activity, other than activities authorized hereunder or under
          the Loan Documents, and any and all lawful activities
          incidental to or necessary, suitable or convenient to
          accomplish the foregoing to the extent that same are not
          contrary to Section 2.3 hereof or are otherwise prohibited by
          the Loan Documents;

                  (2)    commingle its property with the property of any
          of its partners or Affiliates or any other Person;

                  (3)    transfer or lease the Property or any portion
          thereof or interest therein, except as permitted under the
          Mortgage;

                  (4)    engage in a nonexempt prohibited transaction
          described in Section 406 of ERISA or Section 4975 of the Code;

                  (5)    acquire obligations or securities of its
          Partners;

                  (6)    except as expressly permitted under the Loan
          Documents, engage in any dissolution, liquidation, winding-up,
          consolidation, merger, sale of all or substantially all of its
          assets or transfer of its ownership interests;

                  (7)    except for the Loan, be the obligor or
          guarantor of or otherwise incur or be responsible for any
          indebtedness;
<PAGE> 28
                  (8)    pledge its assets for the benefit of any other
          entity, make loans or advances to any other entity, guarantee
          or become obligated for the debts of another entity or hold
          its credit out as being available to satisfy the obligations
          of others;

                  (9)    partition the Property;

                  (10)   amend this Agreement in any manner:  (A) such
          that the Partnership would not, as a result of such amendment,
          be a special purpose entity, (B) that would have a material
          adverse effect on the mortgagee under the Mortgage or (C) to
          modify the limitations on the business of the Partnership, the
          restrictions on amendment, modification or termination hereof,
          the restrictions on the Partnership's ability to institute a
          Bankruptcy, or any other covenant to make same inconsistent
          with this Section 6.5(a) (the above referenced limitations,
          restrictions and covenants shall include, without limitation,
          those set forth in Sections 2.3, 3.1, 4.3, 6.3, 6.4, 6.5, 6.7,
          8.1 and 10.10 hereof), unless, in the case of any modification
          described in this clause (C), the Partnership shall obtain
          written consent of the holders of the Notes and written
          confirmation from any applicable rating agency that such
          modification will not result in the downgrade, qualification
          or withdrawal of the rating then assigned to the Notes;

                  (11)   take title to any real or personal property
          other than in the name of the Partnership;

               (12) buy or hold evidence of indebtedness issued by any
          other person or entity (other than cash and investment grade
          securities); or

               (13) identify itself as a division of any other person or
          entity.

     
     (b)       The General Partner covenants that, so long as any of the
     Notes remain outstanding, it shall cause the Partnership to:

                (1)      do or cause to be done all things necessary to
          preserve and keep in full force and effect the existence of
          the Partnership and maintain adequate capitalization (taking
          into account, among other things, the market value of its
          assets) for its business purposes;
<PAGE> 29
                (2)      maintain books and records, bank accounts,
          checks, invoices and financial statements separate from those
          of its Affiliates and observe other partnership formalities
          and maintain a principal executive and administrative office
          through which its business is conducted separate from that of
          any of its Affiliates; provided, however, that the Partnership
          and/or any of its Affiliates may have offices in the same
          location provided there is a fair and appropriate allocation
          of overhead costs, including, without limitation, the salaries
          of any shared employees, if any, among the Partnership and/or
          any such Affiliate and/or any such Affiliate bears its fair
          share of such costs;

                (3)      pay all of its obligations and liabilities and
          the salaries of its employees, if any, out of its own funds;

                (4)      maintain a sufficient number of employees in
          light of its contemplated business operations;

                (5)      at all times conduct its own business in its
          own name, hold itself out to the public as a legal entity
          separate and distinct from any of its Affiliates (including
          using separate stationery and including, with respect to its
          leasing activities, entering into any contracts and preparing
          its financial statements), to correct any known
          misunderstanding regarding its separate identity and cause it
          and such Affiliates to conduct business with it on an arm's
          length and commercially reasonable basis;

                (6)      at all times be a "Single Purpose Entity" (as
          that term is defined in the Mortgage); and

                (7)      prepare and file its own tax returns or, if
          part of a consolidated group, join in the consolidated tax
          return of such group as a separate member thereof, each in
          accordance with the terms of Section 5.6 hereof.


  6.6     Operation in Accordance with REIT Requirements.  The Partners
acknowledge and agree that the Partnership shall be operated in a manner
that will enable the Company, general partner of Simon DeBartolo Group,
L.P., to (a) satisfy the REIT Requirements and (b) avoid the imposition
of any federal income or excise tax liability.  The Partnership shall
avoid taking any action which would result in the Company ceasing to
<PAGE> 30
satisfy the requirements for qualifying as a real estate investment
trust under the Code and the Regulations or would result in the
imposition of any federal income or excise tax liability of the Company.


  6.7     Waiver and Indemnification.  Neither the General Partner nor
any of its Affiliates, directors, trust managers, officers, employees,
shareholders, nor any Person acting on its behalf, pursuant hereto,
shall be liable, responsible or accountable in damages or otherwise to
the Partnership or to any Partner for any acts or omissions performed or
omitted to be performed by them within the scope of the authority
conferred upon the General Partner by this Agreement and the Act,
provided that the General Partner's or such other Person's conduct or
omission to act was taken in good faith and in the belief that such
conduct or omission was in the best interests of the Partnership and,
provided further, that the General Partner or such other Person shall
not be guilty of fraud, willful misconduct or gross negligence.  The
Partnership shall, and hereby does, indemnify and hold harmless the
General Partner and its Affiliates, their respective directors,
officers, shareholders, employees and any other individual acting on
their behalf to the extent such Persons would be indemnified by the
Company pursuant to Article Eighth of the Articles of Incorporation of
the Company if such persons were directors, officers, agents or
employees of the Company; provided, however, that no Partner shall have
any personal liability with respect to the foregoing indemnification,
any such indemnification to be satisfied solely out of the assets of the
Partnership.


  6.8     Additional Partners.  Additional Partners may be admitted to
the Partnership only with the consent of the General Partner and the
Limited Partners, subject to the terms and conditions of the Mortgage.


  6.9     Limitation of Liability of Directors, Shareholders, Employees
and Officers of the General Partner.  Any obligation or liability
whatsoever of the General Partner which may arise at any time under this
Agreement or any other instrument, transaction, or undertaking
contemplated hereby shall be satisfied, if at all, out of the assets of
the General Partner or the Partnership only.  No such obligation or
liability shall be personally binding upon, nor shall resort for the
enforcement thereof be had to, any of the General Partner's Directors,
shareholders, officers, employees, or agents, regardless of whether such
obligation or liability is in the nature of contract, tort or otherwise.

                                    
                              ARTICLE VII
                 DISSOLUTION, LIQUIDATION AND WINDING-UP
<PAGE> 31

   7.1    Accounting.  In the event of the dissolution, liquidation and
winding-up of the Partnership, a proper accounting (which shall be
certified) shall be made of the Capital Account of each Partner and of
the Profits or Losses of the Partnership from the date of the last
previous accounting to the date of dissolution.  Financial statements
presenting such accounting shall include a report of the Accountants.


   7.2    Distribution on Dissolution.  In the event of the dissolution
and liquidation of the Partnership for any reason, the assets of the
Partnership shall be liquidated for distribution in the following rank
and order:

     
          (a)  Payment of creditors of the Partnership (other than
     Partners) in the order of priority as provided by law;

     
          (b)  Establishment of reserves as determined by the General
     Partner to provide for contingent liabilities, if any;

     
          (c)  Payment of debts of the Partnership to Partners, if any,
     in the order of priority provided by law;

     
          (d)  To the Partners in accordance with the positive balances
     in their Capital Accounts after giving effect to all contributions,
     distributions and allocations for all periods, including the period
     in which such distribution occurs (other than those distributions
     made pursuant to this Section 7.2(d) and Section 7.4 hereof).

If upon dissolution and termination of the Partnership the Capital
Account of the Limited Partners are less than zero, then the Limited
Partners shall have no obligation to restore the negative balance in its
Capital Account.  Whenever the Liquidating Agent reasonably determines
that any reserves established pursuant to paragraph (b) above are in
excess of the reasonable requirements of the Partnership, the amount
determined to be excess shall be distributed to the Partners in
accordance with the above provisions.


   7.3    Sale of Partnership Assets.  In the event of the liquidation
of the Partnership in accordance with the terms of this Agreement, the
Liquidating Agent may sell Partnership property; provided, however, that
all sales, leases, encumbrances or transfers of Partnership assets shall
be made by the Liquidating Agent solely on an "arm's length" basis, at
the best price and oh the best terms and conditions as the Liquidating
Agent in good faith believes are reasonably available at the time and
<PAGE> 32
under the circumstances and on a non-recourse basis to the Limited
Partners.  The liquidation of the Partnership shall not be deemed
finally terminated until the Partnership shall have received cash
payments in full with respect to obligations such as notes, purchase
money mortgages installment sale contracts or other similar receivables
received by the Partnership in connection with the sale of Partnership
assets-and all obligations of the Partnership have been satisfied or
assumed by the General Partner.  The Liquidating Agent shall continue to
act to enforce all of the rights of the Partnership pursuant to any such
obligations until paid in full.


   7.4    Distributions in Kind.  In the event that it becomes necessary
to make a distribution of Partnership property in kind, the General
Partner may, with the consent of the Limited Partners, transfer and
convey such property to the distributees as tenants in common, subject
to any liabilities attached thereto, so as to vest in them undivided
interests in the whole of such property in proportion to their
respective rights to share in the proceeds of the sale of such property
(other than as a creditor) in accordance with the provisions of Section
7.2 hereof.  Immediately prior to the distribution of Partnership
property in kind to a Partner, the Capital Account of each Partner shall
be increased or decreased, as the case may be, to reflect the manner in
which the unrealized income, gain, loss and deduction inherent in such
property (to the extent not previously reflected in the Capital
Accounts) would be allocated among the Partners if there were a taxable
disposition of such property for its fair market value as of the date of
the distribution.


   7.5    Documentation of Liquidation.  Upon the completion of the
dissolution and liquidation of the Partnership, the Partnership shall
terminate and the Liquidating Agent shall have the authority to execute
and record any and all documents or instruments required to effect the
dissolution, liquidation and termination of the Partnership.


   7.6    Liability of the Liquidating Agent.  The Liquidating Agent
shall be indemnified and held harmless by the Partnership from and
against any and all claims, demands, liabilities, costs, damages and
causes of action of any nature whatsoever arising out of or incidental
to the Liquidating Agent's taking of any action authorized under or
within the scope of this Agreement; provided, however, that no Partner
shall have any personal liability with respect to the foregoing
indemnification, any such indemnification to be satisfied solely out of
the assets of the Partnership; and provided, further, that the
Liquidating Agent shall not be entitled to indemnification, and shall
not be held harmless, where the claim, demand, liability, cost, damage
or cause of action at issue arose out of:
<PAGE> 33     
           (a) a matter entirely unrelated to the Liquidating Agent's
     action or conduct pursuant to the provisions of this Agreement; or

     
           (b) the proven misconduct or negligence of the Liquidating
     Agent.

                                    
                              ARTICLE VIII
                    TRANSFER OF PARTNERSHIP INTERESTS


   8.1    Transfer of Partnership Interests.  As long as the Notes are
outstanding, neither the General Partner nor the Limited Partners shall
withdraw from the Partnership or Transfer, encumber or otherwise dispose
of any interest in the Partnership such that the transferee owns more
than a 49% interest in the Partnership or the transferee is an affiliate
or family member of a transferor which owned more than a 49% interest in
the Partnership prior to such transfer, and any action taken in
contravention of the foregoing shall be null and void.

                                    
                             ARTICLE IX
             RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS


  9.1     No Participation in Management.  Except as expressly permitted
hereunder, the Limited Partners shall not take part in the management of
the Partnership's business, transact any business in the Partnership's
name or have the power to sign documents for or otherwise bind the
Partnership.


  9.2     Bankruptcy Of the Limited Partners.  The Bankruptcy of the
Limited Partners shall not cause a dissolution of the Partnership, but
the rights of the Limited Partners to share in the Profits or Losses of
the Partnership and to receive distributions of Partnership funds shall,
on the happening of such event, devolve on its successors or assigns,
subject to the terms and conditions of this Agreement, and the
Partnership shall continue as a limited partnership.  However, in no
event shall such assignee(s) become a Substituted Limited Partner.


  9.3     No Withdrawal.  The Limited Partners may not withdraw from the
Partnership without the prior written consent of the General Partner,
other than as expressly provided in this Agreement.


  9.4     Duties and Conflicts.  The General Partner recognizes that the
Limited Partners and its Affiliates has or may have other business
interests, activities and investments, some of which may be in conflict
<PAGE> 34
or competition with the business of the Partnership, and that such
persons are entitled to carry on such other business interests,
activities and investments.  The Limited Partners and its Affiliates may
engage in or possess an interest in any other business or venture of any
kind, independently or with others, on their own behalf or on behalf of
other entities with which they are affiliated or associated, and such
persons may engage in any activities, whether or not competitive with
the Partnership, without any obligation to offer any interest in such
activities to the Partnership or to any Partner.  Neither the
Partnership nor any Partner shall have any right, by virtue of this
Agreement, in or to such activities, or the income or profits derived
therefrom, and the pursuit of such activities, even if competitive with
the business of the Partnership, shall not be deemed wrongful or
improper.

                                    
                               ARTICLE X
                           GENERAL PROVISIONS


  10.1    Notices.  All notices, offers or other communications required
or permitted to be given pursuant to this Agreement shall be in writing
and may be personally served or sent by United States mail and shall be
deemed to have been given when delivered in person, upon receipt of
telecopy or three business days after deposit in United States mail,
registered or certified, postage prepaid, and properly addressed, by or
to the appropriate party.  For purposes of this Section 10.1, the
addresses of the parties hereto are all at c/o Simon DeBartolo Group,
115 W. Washington Street, Indianapolis, Indiana 46204.  The address of
any party hereto may be changed by a notice in writing given in
accordance with the provisions hereof.


  10.2    Successors.  This Agreement and all the terms and provisions
hereof shall be binding upon and shall inure to the benefit of all
Partners, and their legal representatives, heirs, successors and
permitted assigns, except as expressly herein otherwise provided.


  10.3    EFFECT AND INTERPRETATION.  THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN CONFORMITY WITH THE LAWS OF THE STATE OF DELAWARE.


  10.4    Counterparts.  This Agreement may be executed in counterparts,
each of which shall be an original, but all of which shall constitute
one and the same instrument.
<PAGE> 35

  10.5    Partners Not Agents.  Nothing contained herein shall be
construed to constitute any Partner the agent of another Partner, except
as specifically provided herein, or in any manner to limit the Partners
in the carrying on of their own respective businesses or activities.


  10.6    Entire Understanding: Etc.  This Agreement and the other
agreements referenced herein or therein constitutes the entire agreement
and understanding among the Partners and supersedes any prior
understandings and/or written or oral agreements among them respecting
the subject matter within.


  10.7    Severability.  If any provision of this Agreement, or the
application of such provision to any Person or circumstance, shall be
held invalid by a court of competent jurisdiction, the remainder of this
Agreement, or the application of such provision to Persons or
circumstances other than those to which it is held invalid by such
court, shall not be affected thereby.


  10.8    Pronouns and Headings.  As used herein, all pronouns shall
include the masculine, feminine and neuter, and all defined terms shall
include the singular and plural thereof wherever the context and facts
require such construction.  The headings, titles and subtitles herein
are inserted for convenience of reference only and are to be ignored in
any construction of the provisions hereof.  Any references in this
Agreement to "including" shall be deemed to mean "including without
limitation."


  10.9    Assurances.  Each of the Partners shall hereafter execute and
deliver such further instruments and do such further acts and things as
may be required or useful to carry out the intent and purpose of this
Agreement and as are not inconsistent with the terms hereof.


  10.10   Amendment.  Subject to Section 6.5(a)(10) hereof, this
Agreement may be amended, modified or terminated, but only in writing by
the General Partner, the Limited Partners and all other parties admitted
to the Partnership in accordance with Section 6.7 hereof.

                             [End of Page 36]
<PAGE> 36 
    IN WITNESS WHEREOF, the parties hereto have executed this Agreement
or caused this Agreement to be executed as of the date and year first
above written.

GENERAL PARTNER:              SDG CAPITAL LIMITED PARTNERSHIP,
                              a Delaware limited partnership


                              By:  \s\David Simon
                                   David Simon, Chief Executive Officer


LIMITED PARTNER:              SIMON DeBARTOLO GROUP, L.P., a
                              Delaware limited partnership

                              By:  SD PROPERTY GROUP, INC., an Ohio
                                   corporation, managing general partner


                                   By:  \s\David Simon
                                        David Simon
                                        Chief Executive Officer


                              DeBARTOLO CAPITAL PARTNERSHIP, a 
                              Delaware general partnership

                              By: DeBARTOLO PROPERTIES, INC., an Ohio
                                  corporation

                                   By:  \s\David Simon
                                        David Simon
                                        Chief Executive Officer
<PAGE> 37











                               SCHEDULE 1

                          CAPITAL CONTRIBUTIONS


GENERAL PARTNER                                 GROSS ASSET VALUE
(SDG Capital Associates Limited Partnership)

Cash                                               $1,636,000
West Ridge Mall (2.5% undivided interest)          $1,702,400
                                             
     TOTAL                                         $3,338,400

LIMITED PARTNER
(Simon DeBartolo Group, L.P.)

West Ridge Mall (97.5% undivided interest)        $66,861,600


LIMITED PARTNER
(DeBartolo Capital Partnership)

Bay Park Square                                   $36,300,000
Boardman Plaza                                    $26,640,000
Cheltenham Square                                 $50,000,000
DeSoto Square                                     $56,800,000
Upper Valley Mall                                 $44,800,000
Washington Square                                 $49,100,000
                                                  
                                                 $263,640,000

     TOTAL CAPITAL                               $333,840,000
<PAGE> 38












                               SCHEDULE 2

                       CAPITAL ACCOUNT PERCENTAGES


GENERAL PARTNER                                         Percent Interest

SDG Capital Associates Limited  Partnership                    1%


LIMITED PARTNERS

DeBartolo Capital Partnership                               78.5%
Simon DeBartolo Group, L.P.                                 20.5%

TOTAL                                                      100.0%

<PAGE> 39     

==============================================================
EXHIBIT 21.1
============


List of Subsidiary                             Jurisdiction

Charles Mall Company Limited Partnership       Maryland
DeBartolo Capital Partnership                  Delaware
DeBartolo Properties, Inc.                     Delaware
DeBartolo Properties II, Inc.                  Delaware
DeBartolo Properties III, Inc.                 Delaware
East Towne Mall Company Limited Partnership    Tennessee
Forestville Associates                         Maryland
Forum Finance Corp                             Delaware
Golden Ring Mall Company Limited Partnership   Indiana
Jefferson Valley Mall Limited Partnership      Delaware
Knoxville Developers Limited Partnership       Indiana
The Retail Property Trust                      Massachusetts
Shopping Center Associates                     Delaware
Simon DeBartolo Group, L.P.                    Delaware
Simon Property Group (Delaware), Inc.          Delaware
Simon Property Group (Illinois), L.P.          Illinois
Simon Property Group (Texas), L.P.             Texas
SD Property Group, Inc.                        Ohio
SDG Properties VII, Inc.                       Delaware
SDG Dadeland Associates, Inc.                  Delaware
SDG Dadeland Developers, Inc.                  Delaware
SDG EQ Associates, Inc.                        Delaware
SDG Orland, Inc.                               Delaware
SDG Fashion Mall, Inc.                         Delaware