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

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

   For the fiscal year ended December 31, 1996
                        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.     [ ]

The aggregate market value of voting stock held by non-affiliates of the
Registrant was approximately $3,255,550,365 based on the closing market price
on the New York Stock Exchange for such stock on March 17, 1997.  As of March
17, 1997, 97,005,787, 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, scheduled to be held May 14, 1997, are incorporated by
reference in Part III.

                                    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 Company completed its initial public offering of
securities (the "IPO") in 1993.  Simon DeBartolo Group, L.P. ("SDG, LP") is a
subsidiary partnership of the Company.  Simon Property Group, L.P. ("SPG, LP")
is a subsidiary partnership of SDG, LP and of the Company.  SDG, LP and SPG, LP
are hereafter collectively referred to as the "Operating Partnership".  Prior
to the Merger (described below), references to the Operating Partnership refer
to SPG, LP only.  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, 1996, the Operating
Partnership owns or holds an interest in 186 income-producing properties, which
consist of 113 regional malls, 65 community shopping centers, three specialty
retail centers, four mixed-use properties and one value-oriented super-regional
mall located in 33 states (the "Properties").  The Operating Partnership also
owns interests in two specialty retail centers, two value-oriented super-
regional malls and one community center currently under construction and six
parcels of land held for future development.  At December 31, 1996, 1995 and
1994, the Company's ownership interest in the Operating Partnership was 61.4%,
61.0% and 56.4%, respectively.  The Operating Partnership also holds
substantially all of the economic interest in M.S. Management Associates, Inc.
(the "Management Company"), which manages 33 regional malls and community
shopping centers not wholly-owned by the Operating Partnership and certain
other properties and also engages in certain property development activities.

     The 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 "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 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 and changed its name to SD Property Group, Inc.  The
Company changed its name to Simon DeBartolo Group, Inc.

     In connection with the Merger, the Management Company purchased from The
Edward J. DeBartolo Corporation all of the voting stock of DeBartolo Properties
Management, Inc., ("DPMI"), for $2.5 million in cash.  The Operating
Partnership holds substantially all of the economic interest in DPMI.  The
Operating Partnership holds substantially all of the economic interest in the
Management Company, while substantially all of the voting stock is held by
Melvin Simon, Herbert Simon and David Simon.  The Management Company is
accounted for using the equity method of accounting.

     For additional information concerning the Merger, please see "Management's
Discussion and Analysis of Financial Condition and Results of Operations".

     General
     
     As of December 31, 1996, the Operating Partnership owned or held interests
in a diversified portfolio of 186 income-producing Properties, including 113
enclosed regional malls, 65 community shopping centers, three specialty retail
centers, four mixed-use properties and one value-oriented super-regional mall,
located in 33 states.  Regional malls, community centers and the remaining
portfolio comprised 82%, 7.8%, and 10.2%, respectively of total rent revenues
and tenant reimbursements in 1996.  The Properties contain an aggregate of
approximately 113.3 million square feet of GLA, of which 67.3 million square
feet is owned by the Operating Partnership ("Owned GLA").  Approximately 3,200
different retailers occupy approximately 12,000 stores in the Properties.
Total estimated retail sales at the Properties approached $16.7 billion in
1996.
     As of December 31, 1996, mall and freestanding Owned GLA was 84.7% leased
in the regional malls and 91.6% for Owned GLA in the community shopping
centers.  In addition, the Operating Partnership has interests in five
properties under construction in the United States, and six parcels of land
held for development containing an aggregate of approximately 367 acres
(collectively, the "Development Properties", and together with the Properties,
the "Portfolio Properties").

     The Company elected, effective January 1, 1994, to be taxed as a real
estate investment trust ("REIT") under sections 856 through 860 of the Internal
Revenue Code of 1986, as amended (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, leasing, accounting, 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 129 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.
    
    Strategic Expansions and Renovations.  A key objective of the Operating
    Partnership is to increase the profitability and market share of the
    Portfolio Properties through the completion of strategic renovations and
    expansions.  In 1996, the Operating Partnership completed construction and
    opened eight expansion and/or renovation projects: Greenwood Plus in
    Greenwood, Indiana; Muncie Mall in Muncie, Indiana; Summit Mall in Akron,
    Ohio; University Park Mall in South Bend, Indiana; College Mall in
    Bloomington, Indiana; Century III Mall in Pittsburgh, Pennsylvania; Coral
    Square in Coral Springs, Florida; and The Florida Mall in Orlando,
    Florida.
    
    The Operating Partnership has a number of renovation and/or expansion
    projects currently under construction.  In addition, preconstruction
    development continues on a number of project expansions, renovations and
    anchor additions.  The Operating Partnership expects to commence
    construction on many of these projects in the next 12 to 24 months.
     
     Development.  Development activities are an ongoing part of the Operating
     Partnership's business.  The Operating Partnership opened two new regional
     malls, one specialty retail center, and one value-oriented super-regional
     mall during 1996.  The new regional malls include the 1.0 million square
     foot Cottonwood Mall in Albuquerque, New Mexico and the 800,000 square
     foot Indian River Mall in Vero Beach, Florida.  The new specialty retail
     center is the 60,000 square foot Tower Shops in Las Vegas, Nevada and the
     value-oriented super-regional mall is the 1.3 million square foot Ontario
     Mills in Ontario, California.  Cottonwood Mall is anchored by Dillard's,
     Foley's, JCPenney, Mervyn's and Montgomery Ward.  Indian River Mall is
     anchored by AMC Theatres, Burdines, Dillard's, JCPenney, and Sears.
     Ontario Mills' anchors include: AMC Theatres, Burlington Coat Factory,
     JCPenney, Sports Authority and Marshall's, with a Dave & Busters under
     construction.
     In addition, Indian River Commons, a 265,000 square foot community
     shopping center opened during March 1997 in Vero Beach, Florida.  The
     Operating Partnership owns 50% of this joint venture project, which is
     anchored by HomePlace, Lowe's, Office Max and Service Merchandise.
     
     Development activities are ongoing at several other locations including:
     * A 235,000 square foot phase II expansion of Forum in Las Vegas, in which
       the Operating Partnership has a 55% ownership interest, is scheduled to 
       open in August 1997.  The costs of the phase II project are being funded 
       with a portion of the $184 million two-tranche financing facility which 
       closed on February 23, 1996.  The loan bears interest on a weighted 
       average basis at LIBOR plus 137 basis points and matures in 
       February 2000.
     * The Mall at the Source, a 730,000 square foot value-oriented retail and
entertainment development project in Westbury (Long Island), New York, is
expected to open in August 1997.  This new $150 million development will adjoin
an existing Fortunoff store.  The Operating Partnership has a total equity
investment of $25.3 million in this 50%-owned joint venture project.
Construction financing of $120 million closed on this property in July 1996.
The loan initially bears interest at LIBOR plus 170 basis points and matures on
July 16, 1999.
*    Arizona Mills, a 1,230,000 square foot retail development project in
Tempe, Arizona, broke ground on August 1, 1996.  This $184 million value-
oriented super-regional mall is expected to open in November 1997.  In January
1997, the joint venture closed on a five-year $145 million construction loan
with interest at LIBOR plus 150 basis points.  The Operating Partnership had an
$13.5 million equity investment through December 31, 1996 and a 25% ownership
interest in this joint venture development.
*    Grapevine Mills, a 1,480,000 square foot retail development project in
Grapevine (Dallas/Fort Worth), Texas, broke ground on July 10, 1996.  This $202
million value-oriented super-regional mall development project is expected to
open in October 1997.  A commitment has been obtained for a four-year $157
million construction loan (plus a one-year extension) with an initial interest
rate of LIBOR plus 165 basis points.  The Operating Partnership has a $14
million equity commitment on this 37.5%-owned joint venture project, and made
its initial contribution of $7.9 million in January 1997.
*    The Shops at Sunset Place, a destination-oriented retail and entertainment
project containing approximately 500,000 square feet of GLA is scheduled to
open in 1998 in South Miami, Florida.  The Operating Partnership owns 75% of
this $143 million project.  The Operating Partnership expects to have
construction financing for the majority of the development costs of this
project in place during the second quarter of 1997.
     
     In addition, the Operating Partnership is in the preconstruction
     development phase on two new community center projects, each of which is
     immediately adjacent to an existing regional mall in the Company's
     portfolio.  Lakeline Plaza, a 50%-owned joint venture development project
     in Austin, Texas, is scheduled to open in 1998.  This approximately $39
     million development is projected to open with 391,000-square-feet of GLA.
     Muncie Plaza, a wholly-owned project, is scheduled to open in Muncie,
     Indiana, in 1998.  This approximately $15 million development is projected
     to open with 200,000-square-feet of GLA.
     
     The Operating Partnership also has direct or indirect interests in six
     other parcels of land held for development in five states totaling
     approximately 367 acres.  Management believes the Operating Partnership is
     well positioned to pursue future development opportunities as conditions
     warrant.
     
     Acquisitions.  In addition to the Merger, the Operating Partnership
     acquired additional ownership in two existing regional malls, Ross Park
     Mall and North East Mall, increasing its ownership in each of those malls
     to 100%.  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.  Management also believes that its
     extensive experience in the shopping center business, access to capital
     markets, 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.
     
     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 and (iv) the
size and diversity of its Properties.  Management believes that the Portfolio
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
     
     Substantially all of the Portfolio Properties located in the United States
have been subjected to Phase I or similar environmental audits (which involve
only a review of records and visual inspection of the property without soil
sampling or ground water analysis) by independent environmental consultants
since April 1988.  Most of these audits have been conducted since January 1,
1990.  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 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.  Asbestos-
containing materials in the form of spray-on fireproofing and thermal system
insulation are also present in certain 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.
Although it is difficult to assess the costs of abatement or removal of such
asbestos-containing materials at this time, and no assurance can be given as to
the magnitude of such costs, management does not believe that such costs will
be material to the Company's financial condition or results of operation.  The
Operating Partnership has developed and is implementing an operations and
maintenance program that establishes operating procedures with respect to
asbestos-containing materials.

     Underground Storage Tanks.  Some of the Properties contain, or at one time
contained, underground storage tanks used to store heating oil for on-site
consumption or petroleum products typically related to the operations of auto
service centers.  Certain adjacent properties contain, or at one time
contained, underground storage tanks.  At present, the Operating Partnership is
aware of five underground storage tanks owned and operated by the Operating
Partnership, and has either begun or scheduled appropriate compliance
activities in all cases.  The Operating Partnership also is aware of several
additional underground storage tanks operated by tenants or subtenants at the
Properties, and compliance activities with respect to those underground storage
tanks are expected to be completed by the end of 1998 by the respective tenants
or subtenants.  Upon any such tenant's or subtenant's failure to cause such
compliance activities, the Operating Partnership could become primarily
responsible for such compliance.

     Site assessments at seven Properties have revealed certain soil and/or
groundwater contamination associated with underground storage tanks formerly
operated by third parties. All such tanks had been removed or, at one Property,
previously abandoned in place.  The Operating Partnership is in the process of
evaluating the extent of such contamination and will take appropriate action in
accordance with all applicable environmental laws. Since the underground
storage tanks associated with such contamination are no longer in place or in
operation, management does not believe that the costs to the Operating
Partnership to address such contamination will be material.  In addition, the
Operating Partnership has begun soil and/or groundwater remediation to address
minor contamination associated with other underground storage tanks currently
or formerly located at certain Properties.  Such remediation is being conducted
in accordance with applicable environmental laws.  The Operating Partnership
has no reason to believe that leakage has occurred from any other underground
storage tanks currently or previously located at the Properties or that the
impact of any such contamination from any onsite or offsite source would be
material.

     The cost of underground storage tank compliance, closure, removal and
remediation activities are not expected to have material adverse effect on the
Company's financial condition or results of operations.

     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 (see Item 3. Legal Proceedings).
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.

     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, 7,400 persons at various centers and offices throughout the
United States.  Approximately 675 of such employees are located at the
Operating Partnership's headquarters in Indianapolis, Indiana, and
approximately 3,950 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.
     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, 1996.
   Name                     Age    Position
   ------------------       ---    -------------
   Melvin Simon (1)          70    Co-Chairman
   Herbert Simon (1)         62    Co-Chairman
   David Simon (1)           35    Chief Executive Officer
   Richard S. Sokolov        47    President and Chief Operating Officer
   Randolph L. Foxworthy     52    Executive Vice President - Corporate
                                   Development
   William J. Garvey         58    Executive Vice President - Property
                                   Development
   James A. Napoli           50    Executive Vice President - Leasing
   John R. Neutzling         44    Executive Vice President - Property
                                   Management
   James M. Barkley          45    General Counsel; Secretary
   Stephen E. Sterrett       41    Treasurer

       (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
completion of the Company's IPO, with the exception of Mr. Richard Sokolov who
has been President, Chief Operating Officer and a director since the 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.  He served as a Director of the Company from the IPO until the
Merger.  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 the IPO.

     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 since he
joined MSA in 1989.

     Mr. Neutzling holds the position of 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.

Item 2.  Properties

     Portfolio Properties
     
     The Properties generally 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 113 regional malls in the
Properties range in size from approximately 210,000 to 1.5 million square feet
of GLA, with 108 regional malls over 400,000 square feet.  These regional malls
contain in the aggregate over 10,000 occupied stores, including over 430
anchors which are mostly national retailers.  As of December 31, 1996, regional
malls (including specialty retail centers, and retail space in the mixed-use
properties) represented 83.7% of the GLA, 79.7% of Owned GLA and 84.9% of total
annualized base rent of the Properties.
     Community shopping centers are unenclosed and are generally smaller than
regional malls.  Most of the 65 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, 1996, community shopping centers represented 13.4% of the GLA,
15.6% of Owned GLA and 10.1% 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 one value-oriented super regional mall.
The specialty retail centers contain approximately 530,000 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.  Ontario Mills is the value-oriented super regional mall.
Ontario Mills contains over 1.3 million square feet of GLA, including six
anchors, one of which is under construction.
     As of December 31, 1996, approximately 84.7% of the Mall and Freestanding
Owned GLA in regional malls, specialty retail centers and the retail space in
the mixed use properties was leased and approximately 91.6% of Owned GLA in the
community shopping centers was leased.
     Of the 186 Properties, 140 are owned 100% by the Operating Partnership
(the "Wholly-Owned Properties") and the remainder are held as joint venture
interests (the "Joint Venture Properties").  The Operating Partnership is the
managing or co-managing general partner of all but three Joint Venture Property
partnerships.
                      Additional Information

     The following table sets forth certain information, as of December 31,
1996, regarding the Properties:
<TABLE>
     
                                      The                                      
                   Ownership        Operating                                   
                   Interest          Partner-                                   
                (Expiration if        ship's                         
                    Ground          Percentage    Year Built    Total      Anchors/Specialty
  Name/Location    Lease) (1)      Interest (2)  or Acquired     GLA          Anchors
  -------------   -----------       -----------  -----------   --------    -----------------
  
REGIONAL MALLS

  <C>                   <S>            <C>        <S>           <C>        <S>   
  1. Alton Square       Fee            100.0%      Acquired     545,376    Famous Barr, JCPenney
     Alton, IL                                       1993                  Sears (3)
                                                                           
  2. Amigoland Mall     Fee             100.0     Built 1974    560,297    Beall's, Dillard's, JCPenney
     Brownsville, TX                                                       Montgomery Ward
     
  3. Anderson Mall      Fee             100.0     Built 1972    633,459    Gallant Belk, JCPenney
     Anderson, SC                                                          Sears, Uptons
                                                                           
  4. Aventura Mall (4)  Fee              33.3     Built 1983    987,294    Bloomingdales (3), JCPenney
     Miami, FL                                                             Lord & Taylor, Macy's, Sears
                                                                           
  5. Avenues, The       Fee              25.0     Built 1990  1,113,346    Dillard's, Gayfers
     Jacksonville, FL                                                      Sears, Parisian, JCPenney
                                                                           
  6. Barton Creek       Fee             100.0     Built 1981  1,375,774    Dillard's (5), Foley's
     Square                                                                JCPenney, Sears
     Austin, TX                                                            Montgomery Ward
     
  7. Battlefield Mall   Fee and         100.0     Built 1970  1,156,884    Dillard's, Famous Barr
     Springfield, MO    Ground Lease                                       Montgomery Ward, Sears
                        (2056)                                             JCPenney
                                                                           
  8. Bay Park Square    Fee             100.0     Built 1980    641,838    Kohl's, Montgomery Ward
     Green Bay, WI                                                         Shopko, Elder-Beerman
                                                                           
  9. Bergen Mall        Fee and         100.0      Acquired   1,021,198    Value City, Stern's,
     Paramus, NJ        Ground Lease                 1987                  Marshall's, Off 5th-Saks
                        (6) (2061)                                         Fifth Avenue Outlet
                                                                           
 10. Biltmore Square    Fee          (7) 66.7     Built 1989    495,439    Belk, Dillard's, Proffitt's
     Asheville, NC                                                         Goody's
                                                                           
 11. Boynton Beach      Fee             100.0     Built 1985  1,064,298    Burdines, Macy's, Sears
     Mall                                                                  Mervyn's (8)
     Boynton Beach, FL                                                     JCPenney
     
 12. Broadway Square    Fee             100.0      Acquired     570,775    Dillard's, JCPenney, Sears
     Tyler, TX                                       1994                  
     
 13. Brunswick Square   Fee             100.0     Built 1973    736,688    Macy's, JCPenney
     East Brunswick, NJ   
     
 14. Castleton Square   Fee             100.0     Built 1972  1,352,632    LS Ayres, Lazarus,
     Indianapolis, IN                                                      Montgomery Ward
                                                                           JCPenney, Sears
 15. Century III Mall   Fee              50.0     Built 1979  1,287,492    Lazarus, Kaufmann's
     Pittsburgh, PA                                                        JCPenney, Sears, T.J. Maxx
                                                                           Wickes Furniture
 16. Century Mall       Fee             100.0      Acquired     415,138    Burlington Coat Factory
     Merrillville, IN                                1982                  Montgomery Ward
     
 17. Charles Towne      Fee             100.0     Built 1976    463,311    Montgomery Ward
     Square (11)                                                           Service Merchandise (9)
     Charleston, SC                                                        (10)
     
 18. Chautauqua Mall    Fee             100.0     Built 1971    420,737    The Bon Ton (3), Sears,
     Lakewood, NY                                                          JCPenney(3), Office Max
                                                                           
 19. Cheltenham Square  Fee             100.0     Built 1981    619,838    Burlington Coat Factory
     Philadelphia, PA                                                      Home Depot, Value City
                                                                           Seaman's Furniture, Shop
                                                                           Rite
 20. Chesapeake Square  Fee and      (7) 75.0     Built 1989    704,463    Proffitt's (8), Belk
     Chesapeake, VA     Ground Lease                                       JCPenney, Sears
                        (2062)                                             Montgomery Ward
 21. Cielo Vista Mall   Fee and         100.0     Built 1974  1,194,468    Dillard's (5), JCPenney
     El Paso, TX        Ground                                             Montgomery Ward
                        Lease (12)                                         Sears
                        (2027)
 22. Circle Centre      Property         14.7     Built 1995    797,040    Nordstrom
     Indianapolis, IN   Lease (2097)                                       Parisian
     
 23. College Mall       Fee and         100.0     Built 1965    706,175    JCPenney, Lazarus
     Bloomington, IN    Ground                                             L.S. Ayres, Sears, Target
                        Lease (13)                                         
                        (2048)
 24. Columbia Center    Fee             100.0      Acquired     716,864    The Bon Marche, Lamonts
     Kennewick, WA                                   1987                  JCPenney, Sears
     
 25. Coral Square       Fee              50.0     Built 1984    939,182    Burdines (5), Mervyn's (8)
     Coral Springs, FL                                                     JCPenney, Sears
                                                                           
 26. Cottonwood Mall    Fee             100.0     Built 1996  1,026,956    Dillard's, Foley's,
     Albuquerque, NM                                                       JCPenney, Mervyn's
                                                                           Montgomery Ward
 27. Crossroads Mall    Fee             100.0      Acquired     872,895    Dillard's, Sears
     Omaha, NE                                       1994                  Younkers
                                                                           
 28. Crystal River      Fee             100.0     Built 1990    425,277    Belk Lindsey, Kmart
     Mall                                                                  JCPenney, Sears
     Crystal River, FL                                                     
     
 29. DeSoto Square      Fee             100.0     Built 1973    689,733    Burdines, JCPenney
     Bradenton, FL                                                         Sears, Dillard's
                                                                           
 30. East Towne Mall    Fee             100.0     Built 1984    975,676    Dillard's, JCPenney
     Knoxville, TN                                                         Proffitt's, Sears
                                                                           Service Merchandise
 31. Eastern Hills      Fee             100.0     Built 1971    997,081    Sears, The Bon Ton
     Mall                                                                  JCPenney, Kaufmann's
     Buffalo, NY                                                           Jenss, Waccamaw
     
 32. Eastgate Consumer  Fee             100.0      Acquired     462,968    Burlington Coat Factory
     Mall                                            1981                  
     Indianapolis, IN
     
 33. Eastland Mall      Fee             100.0     Built 1986    702,707    Dillard's, JCPenney
     Tulsa, OK                                                             Service Merchandise
                                                                           Mervyn's,
 34. Florida Mall, The  Fee              50.0     Built 1986  1,119,726    Saks Fifth Avenue
     Orlando, FL                                                           Dillard's (5), Gayfers
                                                                           JCPenney, Sears
 35. Forest Mall        Fee             100.0     Built 1973    481,937    JCPenney, Kohl's
     Fond Du Lac, WI                                                       Younkers, Sears
     
 36. Forest Village     Fee             100.0     Built 1980    417,322    JCPenney, Kmart
     Park Mall
     Forestville, MD
     
 37. Fremont Mall       Fee             100.0     Built 1966    211,708    1/2 Price Store, JCPenney
     Fremont, NE
     
 38. Glen Burnie Mall   Fee             100.0     Built 1963    455,718    Montgomery Ward, Best Buy
     Glen Burnie, MD                                                       Toys "R" Us, Dick's Clothing
                                                                           and Sporting Goods
 39. Golden Ring Mall   Fee             100.0     Built 1974    719,436    Caldor, Hecht's
     Baltimore, MD                                                         Montgomery Ward
                                                                           
 40. Great Lakes Mall   Fee             100.0     Built 1961  1,292,924    Dillard's (5), Kaufmann's
     Cleveland, OH                                                         JCPenney, Sears
     
 41. Greenwood Park     Fee             100.0      Acquired   1,273,561    JCPenney, Lazarus
      Mall                                           1979                  L.S. Ayres, Sears
     Greenwood, IN                                                         Montgomery Ward
                                                                           Service Merchandise
 42. Gulf View Square   Fee             100.0     Built 1980    809,813    Burdines, Dillard's
     Port Richey, FL                                                       Montgomery Ward
                                                                           JCPenney, Sears
 43. Heritage Park      Fee             100.0     Built 1978    633,902    Dillard's, Sears
     Mall                                                                  Montgomery Ward
     Midwest City, OK                                                      Service Merchandise
     
 44. Hutchinson Mall    Fee             100.0     Built 1985    525,845    Dillard's, JCPenney
     Hutchinson, KS                                                        Sears, Wal-Mart (14)
                                                                           Service Merchandise
 45. Independence       Fee             100.0      Acquired   1,032,042    The Jones Store Co.
     Center                                          1994                  Dillard's, Sears, (10)
     Independence, MO
     
 46. Indian River Mall  Fee              50.0     Built 1996    753,705    Burdines, Sears
     Vero Beach, FL                                                        JCPenney, Dillard's
     
 47. Ingram Park Mall   Fee             100.0     Built 1979  1,134,475    Dillard's (5), Foley's
     San Antonio, TX                                                       JCPenney, Sears, Beall's
     
 48. Irving Mall        Fee             100.0     Built 1971  1,087,878    Dillard's, Foley's,
     Irving, TX                                                            Marshall's
                                                                           JCPenney, Mervyn's
                                                                           Sears
 49. Jefferson Valley   Fee             100.0     Built 1983    589,762    Macy's, Sears
     Mall                                                                  Service Merchandise
     Yorktown Heights, 
     NY

 50. La Plaza           Fee and         100.0     Built 1976    840,448    Dillard's, JCPenney, Beall's
     McAllen, TX        Ground                                             Foley's (3), Sears
                        Lease (6)                                          Service Merchandise
                        (2040)                                             Joe Brand-Lady Brand
 51. Lafayette Square   Fee             100.0     Built 1968  1,220,402    JCPenney, LS Ayres
     Indianapolis, IN                                                      Lazarus, Sears, Waccamaw
                                                                           Montgomery Ward
 52. Lakeland Square    Fee              50.0     Built 1988    901,689    Belk Lindsey, Burdines
     Lakeland, FL                                                          Dillard's, Mervyn's (8)
                                                                           JCPenney, Sears
 53. Lakeline Mall      Fee              50.0     Built 1995  1,102,905    Dillard's, Foley's, Sears
     N. Austin, TX                                                         JCPenney, Mervyn's
                                                                           
 54. Lima Mall          Fee             100.0     Built 1965    752,839    Elder-Beerman, Sears
     Lima, OH                                                              Lazarus, JCPenney
                                                                           
 55. Lincolnwood Town   Fee             100.0     Built 1990    441,169    Carson Pirie Scott
     Center                                                                JCPenney
     Lincolnwood, IL
     
 56. Longview Mall      Fee             100.0     Built 1978    617,002    Dillard's (5), JCPenney
     Longview, TX                                                          Sears, Wilson's, Beall's
     
 57. Machesney Park     Fee             100.0     Built 1979    555,863    Kohl's, JCPenney
     Mall                                                                  Bergners, (10)
     Rockford, IL
     
 58. Mall of the        Fee          (7) 65.0     Built 1991    779,095    Dillard's, JCPenney, Sears
     Mainland                                                              Palais Royal, Foley's
     Galveston, TX
     
 59. Markland Mall      Ground Lease    100.0     Built 1968    391,394    Lazarus, Sears
     Kokomo, IN         (2041)                                             Target
     
 60. McCain Mall        Ground          100.0     Built 1973    776,518    Dillard's, JCPenney
     N. Little Rock,    Lease (15)                                         M.M. Cohn, Sears
     AR                 (2032)
     
 61. Melbourne Square   Fee             100.0     Built 1982    734,177    Belk, Burdines
     Melbourne, FL                                                         Dillard's, Mervyn's (8)
                                                                           JCPenney
 62. Memorial Mall      Fee             100.0     Built 1969    416,273    JCPenney, Kohl's
     Sheboygan, WI                                                         Sears
     
 63. Miami              Fee              60.0     Built 1982    972,441    Burdines (5), Sears
     International                                                         Mervyn's (8), JCPenney
     Mall
     Miami, FL
     
 64. Midland Park Mall  Fee             100.0     Built 1980    619,454    Dillard's (5), JCPenney
     Midland, TX                                                           Sears, Beall's
     
 65. Miller Hill Mall   Fee             100.0     Built 1973    802,038    Glass Block, JCPenney
     Duluth, MN                                                            Montgomery Ward, Sears
     
 66. Mission Viejo      Fee             100.0     Built 1979    816,815    Macy's, Montgomery Ward
     Mall                                                                  Robinsons - May (5)
     Mission Viejo, CA
     
 67. Mounds Mall        Ground Lease    100.0     Built 1965    407,423    Elder-Beerman, JCPenney
     Anderson, IN       (2033)                                             Sears
     
 68. Muncie Mall        Fee             100.0     Built 1970    499,406    JCPenney, L.S. Ayres
     Muncie, IN                                                            Sears, Elder Beerman
     
 69. North East Mall    Fee             100.0     Built 1971  1,141,585    Dillard's (5), JCPenney
     Hurst, TX                                                             Montgomery Ward, Sears
     
 70. North Towne        Fee             100.0     Built 1980    750,882    Elder-Beerman, Lion
     Square                                                                Montgomery Ward
     Toledo, OH
     
 71. Northfield Square  Fee          (7) 31.6     Built 1990    533,162    Sears, Carson Pirie Scott
     Bradley, IL                                                           JCPenney, Venture
     
 72. Northgate          Fee             100.0      Acquired   1,102,260    The Bon Marche, Lamonts
     Mall                                            1987          (16)    Nordstrom, JCPenney
     Seattle, WA
     
 73. Northwoods Mall    Fee             100.0      Acquired     666,748    Famous Barr, JCPenney
     Peoria, IL                                      1983                  Montgomery Ward
     
 74. Orange Park Mall   Fee             100.0      Acquired     829,559    Dillard's, Gayfer's
     Jacksonville, FL                                1994                  JCPenney, Sears
     
 75. Paddock Mall       Fee             100.0     Built 1980    568,082    Belk, Burdines
     Ocala, FL                                                             JCPenney, Sears
     
 76. Palm Beach Mall    Fee              50.0     Built 1967  1,200,800    JCPenney, Sears
     West Palm Beach,                                                      Lord & Taylor
     FL                                                                    Mervyn's (8), Burdines
     
 77. Port Charlotte     Fee          (7) 80.0     Built 1989    715,820    Burdines, Dillard's
      Town Center                                                          Montgomery Ward
     Port Charlotte,                                                       JCPenney, Sears
     FL
     
 78. Prien Lake Mall    Fee and         100.0     Built 1972    467,230    JCPenney
     Lake Charles, LA   Ground                                             Montgomery Ward
                        Lease (6)                                          The White House
                        (2025)
 79. Raleigh Springs    Fee and         100.0     Built 1979    907,826    Dillard's, Goldsmith's
     Mall               Ground                                             JCPenney, Sears
     Memphis, TN        Lease (6)
                        (2018)
 80. Randall Park Mall  Fee             100.0     Built 1976  1,522,536    Dillard's, Kaufmann's
     Cleveland, OH                                                         JCPenney, Sears
                                                                           Burlington Coat Factory
 81. Richardson Square  Fee             100.0     Built 1977    863,619    Dillard's, Sears
     Dallas, TX                                                            Montgomery Ward
     
 82. Richmond Mall      Fee             100.0     Built 1966    873,619    JCPenney, Sears
     Cleveland, OH
     
 83. Richmond Square    Fee             100.0     Built 1966    318,663    Dillard's (3), JCPenney
     Richmond, IN                                                          Sears, Office Max
     
 84. Rolling Oaks Mall  Fee              49.9     Built 1988    758,834    Dillard's, Foley's
     North San                                                             Sears
     Antonio, TX
     
 85. Ross Park Mall     Fee          (7) 89.0     Built 1986  1,273,553    Lazarus, JCPenney
     Pittsburgh, PA                                                        Kaufmann's, Sears
                                                                           Service Merchandise
 86. St. Charles Towne  Fee             100.0     Built 1990    961,698    Hecht's, JCPenney,
     Center                                                                Kohl's (3), Sears
     Waldorf, MD                                                           Montgomery Ward,
     
 87. Seminole Towne     Fee              45.0     Built 1995  1,138,893    Burdines, Dillard's
      Center                                                               JCPenney, Parisian, Sears
     Sanford, FL
     
 88. Smith Haven Mall   Fee              25.0      Acquired   1,340,472    Sterns, Macy's
     Lake Grove, NY                                  1995                  Sears, JCPenney (3)
     
 89. South Park Mall    Fee             100.0     Built 1975    858,891    Burlington Coat Factory
     Shreveport, LA                                                        Dillard's, JCPenney
                                                                           Montgomery Ward
                                                                           Stage
 90. Southtown Mall     Fee             100.0     Built 1969    858,196    Kohl's, JCPenney, L.S. Ayres
     Ft. Wayne, IN                                                         Sears, Service Merchandise
     
 91. Southern Park      Fee             100.0     Built 1970  1,200,480    Dillard's, Kaufmann's
     Mall                                                                  JCPenney, Sears
     Youngstown, OH
     
 92. Southgate Mall     Fee             100.0      Acquired     321,343    Albertson's (14), Sears
     Yuma, AZ                                        1988                  Dillard's, JCPenney
                                                                           
 93. Summit Mall        Fee             100.0     Built 1965    717,868    Kaufmann's, Dillard's
     Akron, OH                                                             (10)
     
 94. Sunland Park Mall  Fee             100.0     Built 1988    921,001    JCPenney, Mervyn's, Sears,
     El Paso, TX                                                           Dillard's
                                                                           Montgomery Ward
 95. Tacoma Mall        Fee             100.0      Acquired   1,282,240    The Bon Marche, Sears
     Tacoma, WA                                      1987                  Nordstrom, JCPenney
                                                                           Mervyn's
 96. Tippecanoe Mall    Fee             100.0     Built 1973    866,727    Kohl's, Lazarus, Sears
     Lafayette, IN                                                         L.S. Ayres, JCPenney
                                                                           
 97. Towne East Square  Fee             100.0     Built 1975  1,151,119    Dillard's, JCPenney
     Wichita, KS                                                           Sears, Service Merchandise
     
 98. Towne West Square  Fee             100.0     Built 1980    937,959    Dillard's, Sears, JCPenney
     Wichita, KS                                                           Montgomery Ward
                                                                           Service Merchandise
 99. Treasure Coast     Fee             100.0     Built 1987    884,630    Burdines, Dillard's, Sears
     Square                                                                Mervyn's (8), JCPenney
     Stuart, FL                                                            
     
100. Tyrone Square      Fee             100.0     Built 1972  1,092,599    Burdines, Dillard's
     St. Petersburg,                                                       JCPenney, Sears
     FL
     
101. University Mall    Ground          100.0     Built 1967    565,431    JCPenney, M.M. Cohn
     Little Rock, AR    Lease (17)                                         Montgomery Ward
                        (2026)                                             
102. University Mall    Fee             100.0      Acquired     712,170    McRae's, JCPenney
     Pensacola, FL                                   1994                  Sears
     
103. University Park    Fee              60.0     Built 1979    940,692    LS Ayres, Hudson's
     Mall                                                                  JCPenney, Sears
     South Bend, IN                                                        Marshall Fields
     
104. Upper Valley Mall  Fee             100.0     Built 1971    750,704    Lazarus, JCPenney
     Springfield, OH                                                       Sears, Elder-Beerman
     
105. Valle Vista Mall   Fee             100.0     Built 1983    647,078    Dillard's, Mervyn's,
     Harlingen, TX                                                         Sears, JCPenney, Marshalls,
                                                                           Beall's
106. Virginia Center    Fee          (7) 70.0     Built 1991    788,481    Proffitt's (8), Hecht's
      Commons (4)                                                          Leggett, JCPenney
     Richmond, VA                                                          Sears
     
107. Washington Square  Fee             100.0     Built 1974  1,178,457    L.S. Ayres, Lazarus
     Indianapolis, IN                                                      Montgomery Ward
                                                                           JCPenney, Sears
108. West Ridge Mall    Fee             100.0     Built 1988  1,041,624    Dillard's, JCPenney
     Topeka, KS (18)                                                       Jones, Sears
                                                                            Montgomery Ward
                                                                           
109. West Town Mall     Fee and           2.0      Acquired   1,262,386    JCPenney, Sears, Parisian
     Knoxville, TN      Ground                       1991                  Proffitt's., Dillard's
                        Lease (6)                                          
                        (2042)
110. White Oaks Mall    Fee              77.0     Built 1977    903,581    Bergner's, Famous Barr
     Springfield, IL                                                       Montgomery Ward, Sears
     
111. Wichita Mall       Ground Lease    100.0     Built 1969    379,461    Office Max
     Wichita, KS        (2022)                                             Montgomery Ward
     
112. Windsor Park Mall  Fee             100.0     Built 1976  1,095,093    Dillard's (5), JCPenney
     San Antonio, TX                                                       Mervyn's, Beall's
                                                                           Montgomery Ward
113. Woodville Mall     Fee             100.0     Built 1969    794,325    Andersons, Sears
     Toledo, OH                                                            Elder-Beerman, (10)
     
VALUE-ORIENTED SUPER-REGIONAL MALL
  1. Ontario Mills (4)  Fee              25.0     Built 1996  1,332,030    AMC Theatres, JCPenney
     Ontario, CA                                                           Burlington Coat Factory
                                                                           Marshall's, Sports Authority
                                                                           Dave & Busters (3)
                                                                           Group USA, IWERKS (3)
                                                                           American Wilderness
                                                                           Experience (3), T.J. Maxx
                                                                           Foozles, Totally for Kids
                                                                           Bed, Bath & Beyond
                                                                           Bernini - Off Rodeo
                                                                           Mikasa, Virgin Megastore
                                                                           SEGA GameWorks (3)
                                                                           Off 5th-Saks Fifth Avenue
                                                                            Outlet


SPECIALTY RETAIL CENTERS
  1. Forum Shops at     Ground Lease     60.0     Built 1992    242,031    
       Caesars, The     (2067)
     Las Vegas, NV
     
  2. Tower Shops        Space Lease      50.0     Built 1996     61,280    
     Las Vegas, NV      (2051)
     
  3. Trolley Square     Fee and          90.0      Acquired     225,813    
     Salt Lake City,    Ground                       1986
     UT                 Lease (19)
     


MIXED-USE PROPERTIES
  1. Fashion Centre at  Fee              21.0     Built 1989    988,524    Macy's
     Pentagon City,                                                (20)    Nordstrom
     The
     Arlington, VA
     
  2. New Orleans        Fee and         100.0      Built 1988 1,024,344    Macy's
      Centre/CNG Tower  Ground Lease                               (21)    Lord & Taylor
     New Orleans, LA    (2084)
     
  3. O'Hare             Fee             100.0     Built 1988    495,935    
     International                                                 (22)
      Center
     Rosemont, IL
     
  4. Riverway           Fee             100.0      Acquired     820,129    
     Rosemont, IL                                    1991          (23)
     

COMMUNITY SHOPPING CENTERS

  1. Arvada Plaza       Ground Lease   100.0%     Built 1966     98,242    King Soopers
     Arvada, CO         (2058)
     
  2. Aurora Plaza       Ground Lease    100.0     Built 1965    150,189    King Soopers,
     Aurora, CO         (2058)                                             MacFrugel's Bargains
                                                                           Super Saver Cinema
  3. Bloomingdale       Fee             100.0     Built 1987    598,570    Builders Square, T.J. Maxx
      Court                                                                Cineplex Odeon
     Bloomingdale, IL                                                      Frank's Nursery, Marshalls
                                                                           Office Max, Wal-Mart, (10)
                                                                           Service Merchandise,
  4. Boardman Plaza     Fee             100.0     Built 1951    651,257    Burlington Coat Factory
     Youngstown, OH                                                        Giant Eagle, T.J. Maxx
                                                                           Reyers Outlet, Hills, (10)
  5. Bridgeview Court   Fee             100.0     Built 1988    280,299    Omni, Venture
     Bridgeview, IL
     
  6. Brightwood Plaza   Fee             100.0     Built 1965     41,893    _
     Indianapolis, IN
     
  7. Bristol Plaza      Ground Lease    100.0     Built 1965    116,754    (10)
     Bristol, VA        (2029)
     
  8. Buffalo Grove      Fee              92.5     Built 1988    134,131    Buffalo Grove Theatres
     Towne Center
     Buffalo Grove, IL
     
  9. Celina Plaza       Fee and         100.0     Built 1978     32,622    General Cinema
     El Paso, TX        Ground
                        Lease (24)
                        (2027)
 10. Chesapeake Center  Fee             100.0     Built 1989    305,904    Movies 10, Phar Mor
     Chesapeake, VA                                                        K-Mart, Service Merchandise
     
 11. Cobblestone Court  Fee and          35.0     Built 1993    261,165    Dick's Sporting Goods
     Victor, NY         Ground                                             Kmart, Office Max
                        Lease (13)
                        (2038)
 12. Cohoes Commons     Fee and         100.0     Built 1984    262,964    Bryant & Stratton
     Rochester, NY      Ground                                              Business Institute
                        Lease (6)                                          Lechmere's, Xerox
                        (2032)
 13. Countryside Plaza  Fee and         100.0     Built 1977    435,543    Best Buy, Builders Square
     Countryside, IL    Ground                                             Old Country Buffet
                        Lease (13)                                         Venture, (10)
                        (2058)
 14. Crystal Court      Fee              35.0     Built 1989    284,741    Cub Foods, Wal-Mart
     Crystal Lake, IL                                                      Service Merchandise, (10)
     
 15. East Towne         Fee             100.0     Built 1987    180,355    Electric Avenue & More
     Commons
     Knoxville, TN
     
 16. Eastland Plaza     Fee             100.0     Built 1986    188,154    Marshalls, Target
     Tulsa, OK                                                             Toys "R" Us
     
 17. Fairfax Court      Ground Lease     26.3     Built 1992    249,285    Circuit City Superstore
     Fairfax, VA        (2052)                                             Montgomery Ward
                                                                           Today's Man
 18. Forest Plaza       Fee             100.0     Built 1985    413,816    Builders Square, Kohl's
     Rockford, IL                                                          Marshalls, Michaels
                                                                           Office Max, T.J. Maxx
 19. Fox River Plaza    Fee             100.0     Built 1985    324,786    Builders Square, Venture
     Elgin, IL                                                             Michaels (25)
                                                                           Service Merchandise, (10)
 20. Gaitway Plaza      Fee              23.3     Built 1989    229,909    Books-A-Million
     Ocala, FL                                                             Montgomery Ward
                                                                           Office Depot, T.J. Maxx
 21. Great Lakes Plaza  Fee             100.0     Built 1976    163,920    Handy Andy, Circuit City
      Cleveland, OH
     
 22. Great Northeast    Fee              50.0      Acquired     298,242    Sears, Phar Mor
      Plaza                                          1989
     Philadelphia, PA
     
 23. Greenwood Plus     Fee             100.0     Built 1979    188,480    Best Buy, Cinema I-IV
     Greenwood, IN                                                         Kohl's
     
 24. Griffith Park      Ground Lease    100.0     Built 1979    274,230    General Cinema
     Plaza              (2060)                                             Venture
     Griffith, IN
     
 25. Grove at Lakeland  Fee             100.0     Built 1988    215,591    Lakeland Square 10
      Square, The                                                          Sports Authority
     Lakeland, FL                                                          Wal-Mart
     
 26. Hammond Square     Space Lease     100.0     Built 1974     87,705    _
     Sandy Springs, GA  (2011)
     
 27. Highland Lakes     Fee             100.0     Built 1991    477,324    Goodings, Marshalls
      Center                                                               Ross Dress for Less,
     Orlando, FL                                                           Movies 10, Service
                                                                            Merchandise
                                                                           Office Max, Target, (10)
 28. Ingram Plaza       Fee             100.0     Built 1980    111,518    _
     San Antonio, TX
     
 29. Lake Plaza         Fee             100.0     Built 1986    218,208    Builders Square (9)
     Waukegan, IL                                                          Venture
     
 30. Lake View Plaza    Fee             100.0     Built 1986    388,318    Best Buy (26), Ultra 3 (26)
     Orland Park, IL                                                       Linens-N-Things (26)
                                                                           Marshalls, Michaels (25)
                                                                           Omni, Pet Care Plus (26)
                                                                           Service Merchandise, (10)
 31. Lima Center        Fee             100.0     Built 1978    193,279    Regal Cinema, Hills
     Lima, OH                                                              Service Merchandise
     
 32. Lincoln Crossing   Fee             100.0     Built 1990    161,337    PetsMart, Wal-Mart
     O'Fallon, IL
     
 33. Mainland Crossing  Fee          (7) 80.0     Built 1991    390,986    Sam's Club, Wal-Mart
     Galveston, TX                                                         (10)
     
 34. Maplewood Square   Fee             100.0     Built 1970    130,780    Bag `N Save
     Omaha, NE                                                             
     
 35. Markland Plaza     Fee             100.0     Built 1974    108,296    Service Merchandise
     Kokomo, IN
     
 36. Martinsville       Space Lease     100.0     Built 1967    102,162    Rose's
     Plaza              (2036)
     Martinsville, VA
     
 37. Marwood Plaza      Fee             100.0     Built 1962    105,785    Kroger
     Indianapolis, IN
     
 38. Matteson Plaza     Fee             100.0     Built 1988    275,455    Dominick's, Michael's
     Matteson, IL                                                          Kmart, Service Merchandise
     
 39. Memorial Plaza     Fee             100.0     Built 1966    129,202    Marcus Theatre
     Sheboygan, WI                                                         (10)
     
 40. Mounds Mall        Fee             100.0     Built 1974      7,500    Kerasotes Theater
     Cinema
     Anderson, IN
     
 41. New Castle Plaza   Fee             100.0     Built 1966     91,648    Goody's
     New Castle, IN
     
 42. North Ridge Plaza  Fee             100.0     Built 1985    323,672    Builders Square (27)
     Joliet, IL                                                            Office Max
                                                                           Service Merchandise
 43. North Riverside    Fee             100.0     Built 1977    119,608    _
     Park Plaza
     North Riverside,
     IL
     
 44. Northland Plaza    Fee and         100.0     Built 1988    205,688    Marshalls, Phar-Mor
     Columbus, OH       Ground                                             Service Merchandise
                        Lease (6)
                        (2085)
 45. Northwood Plaza    Fee             100.0     Built 1974    211,840    Regal Cinema
     Fort Wayne, IN                                                        Target
     
 46. Park Plaza         Fee and         100.0     Built 1968    114,042    Wal-Mart (9)
     Hopkinsville, KY   Ground
                        Lease (6)
                        (2039)
 47. Plaza at Buckland  Fee              35.0     Built 1993    336,534    Toys "R" Us, Kids "R" Us
     Hills, The                                                            Service Merchandise
     Manchester, CT                                                        Lechmere, Comp USA
                                                                           Linens-N-Things
                                                                           Filene's Basement
 48. Regency Plaza      Fee             100.0     Built 1988    277,521    Sam's Wholesale
     St. Charles, MO                                                       Wal-Mart
     
 49. Ridgewood Court    Fee              35.0     Built 1993    240,843    Campo Electronics
     Jackson, MS                                                           Home Quarters, T.J. Maxx
                                                                           Service Merchandise
                                                                           
 50. Royal Eagle Plaza  Fee              35.0     Built 1989    203,140    Kmart
     Coral Springs, FL                                                     Luxury Linens
     
 51. St. Charles Towne  Fee             100.0     Built 1987    435,162    Ames, Hechinger
     Plaza                                                                 Jo Ann Fabrics
     Waldorf, MD                                                           People's, T.J. Maxx
                                                                           Service Merchandise
                                                                           Shoppers Food Warehouse
 52. Teal Plaza         Fee and         100.0     Built 1962    110,751    Hobby-Lobby
     Lafayette, IN      Ground Lease                                       (10)
                        (2007) (6)
 53. Terrace at The     Fee             100.0     Built 1989    332,980    J. Byrons, Marshalls
     Florida Mall                                                          Service Merchandise
     Orlando, FL                                                           Target, Waccamaw
     
 54. Tippecanoe Plaza   Fee             100.0     Built 1974     95,898    Barnes & Noble Bookseller
     Lafayette, IN                                                         Service Merchandise
     
 55. University Center  Fee              60.0     Built 1980    150,533    Best Buy, Michaels
     South Bend, IN                                                        Service Merchandise
     
 56. Village Park       Fee              35.0     Built 1990    503,052    Frank's Nursery, Gaylan's
     Plaza                                                                 Jo-Ann Fabrics, Kohl's
     Westfield, IN                                                         Marsh, Regal Cinemas
                                                                           Wal-Mart
 57. Wabash Village     Ground Lease    100.0     Built 1970    124,748    Kmart
     West Lafayette,    (2063)
     IN
     
 58. Washington Plaza   Fee          (7) 85.0     Built 1976     50,302    Kids "R" Us
     Indianapolis, IN
     
 59. West Ridge Plaza   Fee             100.0     Built 1988    237,650    Magic Forest, Target
     Topeka, KS                                                            TJ Maxx, Toys "R" Us
     
 60. West Town Corners  Fee              23.3     Built 1989    384,454    PetsMart, Wal-Mart
     Altamonte                                                             Service Merchandise
     Springs, FL                                                           Sports Authority, Xtra
     
 61. Westland Park      Fee              23.3     Built 1989    163,154    Burlington Coat Factory
     Plaza                                                                 PetsMart, Sports Authority
     Orange Park, FL
     
 62. White Oaks Plaza   Fee             100.0     Built 1986    389,063    Cub Foods, Kids "R" Us
     Springfield, IL                                                       Kohl's, Office Max
                                                                           T.J. Maxx, Toys "R" Us
 63. Willow Knolls      Fee              35.0     Built 1990    372,741    Kohl's, Phar-Mor
     Court                                                                 Sam's Wholesale Club
     Peoria, IL                                                            Willow Knolls Theaters 14
     
 64. Wood Plaza         Ground Lease    100.0     Built 1968     87,643    Country General
     Fort Dodge, IA     (2045)
     
 65. Yards Plaza, The   Fee              35.0     Built 1990    273,292    Burlington Coat Factory
     Chicago, IL                                                           Omni Superstore
                                                                           Montgomery Ward


PROPERTIES UNDER CONSTRUCTION
  1. Arizona Mills      Fee              25.0        (28)     1,230,000    Burlington Coat Factory
     Tempe, AZ                                                             Harkins Theater, Mikasa
                                                                           Oshman's Supersport
                                                                           Off 5th- Saks Fifth Avenue
                                                                            Outlet, JCPenney Outlet
                                                                           Mikasa, Rainforest Cafe
                                                                           SEGA GameWorks, Hi Health,
                                                                           Linens `N Things
  2. Grapevine Mills    Fee              37.5        (28)     1,480,000    Books-A-Million
     Grapevine                                                             Burlington Coat Factory
     (Dallas/Ft.                                                           Off 5th- Saks Fifth Avenue
     Worth), TX                                                             Outlet, JCPenney Outlet
                                                                           Rainforest Cafe, Group USA
                                                                           Bed, Bath & Beyond
                                                                           AMC Theatres, SEGA GameWorks
                                                                           American Wilderness
  3. Indian River       Fee              50.0        (29)       265,000    HomePlace, Lowe's
     Commons                                                               Office Max
     Vero Beach, FL                                                        Service Merchandise
  4. The Mall at the    Fee              50.0        (30)       730,000    Fortunoff, Nordstrom Rack
     Source                                                                Circuit City, Just for Feet
     Long Island, NY                                                       Off 5th- Saks Fifth Avenue
                                                                           Cheesecake Factory
                                                                           Old Navy, Loehmann's
                                                                           Bertolini's, Virgin
                                                                           Megastore
  5. The Shops at       Fee              75.0        (31)       500,000    Nike Town, AMC Theatres
     Sunset Place,                                                         Virgin Megastore
     Miami, FL                                                             Z Gallerie, IMAX Theatre
                                                                           Barnes & Noble, Twin Palms
</TABLE>
___________

 (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 Joint Venture  Properties
     are subject to preferences on distributions in favor of other partners.
 (3) Indicates anchor is currently under construction.
 (4) This property is managed by a third party.
 (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) Indicates  retailer location is currently under contract to be  sold  to
     Dillard's.
 (9) Indicates  anchor  has  closed,  but  is  still  obligated  under  lease
     agreement to pay rent.
(10) Includes an anchor space currently vacant.
(11) The  Operating Partnership intends to demolish this mall and  rebuild  a
     community center and a cinema on the land during 1997.
(12) Indicates  two ground leases which taken together, cover less  than  50%
     of the acreage of the property.
(13) Indicates  ground  lease covers less than 50%  of  the  acreage  of  the
     property.
(14) Indicates  this  anchor  is  currently subleasing  the  space  to  other
     retailers.
(15) Indicates  ground  lease covers all of the property except  for  parcels
     owned in fee by anchors.
(16) Primarily  retail space with approximately 69,876 square feet of  office
     space.
(17) Indicates one ground lease covers substantially all of the property  and
     a second ground lease covers the remainder.
(18) 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.
(19) 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, except if the  lessor,  a  public
     agency,  determines  that  public  right-of-way  needs  necessitate  the
     locality's use of the ground lease property.
(20) Primarily retail space with approximately 167,150 square feet of  office
     space.
(21) Primarily retail space with 487,425 square feet of office space.
(22) Primarily  office space with approximately 12,800 square feet of  retail
     space.
(23) Primarily  office space with approximately 24,300 square feet of  retail
     space.
(24) Indicates ground lease covers outparcel.
(25) Indicates anchor closed prior to December 31, 1996, but was still  under
     lease until January 31, 1997.
(26) Subleased from TJX Companies.
(27) Lease  was  terminated subsequent to December 31, 1996 and is  currently
     vacant.
(28) Scheduled to open during the fall of 1997.
(29) This property is scheduled to open during March 1997.
(30) Scheduled to open during the summer of 1997.
(31) Scheduled to open during 1998.
     

     
     Land Held for Development
     
     The Operating Partnership has direct or indirect ownership interests in
six parcels of land held for development, containing an aggregate of
approximately 367 acres located in five 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 and intended use of the parcels
of undeveloped land 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)
               --------------     -------    ------------
               Duluth, MN            11.17       100%
               Lafayette, IN         22.87       100%
               Little Rock, AR       97.00        50%
               Mt. Juliet, TN       109.26       100%
               Muncie, IN            33.20       100%
               Bowie, MD             93.74       100%
                                   -------         
                                    367.24         
                                   =======         

     (1)    The Operating Partnership has a direct ownership interest in each
       parcel except Duluth, MN; Mt. Juliet, TN and Muncie, IN.  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 three parcels of
land held for development, as indicated in footnote (1) to the above table, at
a price equal to the actual cost incurred to acquire and carry such properties
from their acquisition by the Management Company to the exercise date of the
option.  The Management Company may not sell its interest in any parcel subject
to option through December 1998 without the consent of the Operating
Partnership.  After such period, if the Management Company notifies the
Operating Partnership that it desires to sell its interest in a parcel, the
Operating Partnership has 30 days to exercise its option, after which time the
option expires as to such parcel.  If the Operating Partnership does not
exercise its option and the Management Company has not sold the parcel within
one year from such notice, the Management Company must again give the Operating
Partnership the right to purchase the Management Company's interest in such
parcel before it sells its interest by giving the Operating Partnership notice
of such intent to sell, following which notice the Operating Partnership again
has 30 days to elect to purchase the Management Company's interest at a price
calculated as described above.
     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 one dollar 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 "Advances").
The Management Company has granted to the Operating Partnership the option to
acquire (i) the Simons' partnership interest(s) and the secured debt or (ii)
the property, if the Management Company forecloses the secured indebtedness,
for one dollar plus the amount of all Advances plus the amount of the
outstanding secured and unsecured debt.
     Joint Ventures

     The Operating Partnership is a joint venture partner with a major pension
fund in twelve existing community shopping centers and two regional mall
(Seminole Towne Center and The Avenues).  With certain exceptions, such pension
fund has a right of first refusal subject to certain conditions to enter into
joint ventures with the Operating Partnership for the development of future
power centers.
     The Operating Partnership has also entered into an agreement which gives
the outside partner the right to sell its ownership interest in Rolling Oaks
Mall to the Operating Partnership in exchange for Units of the Operating
Partnership based on the fair market value of the ownership interest at the
time of the exchange.  This right expires on January 1, 2002.

     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 of the Unitholders have guaranteed a
portion of the property related debt in the aggregate amount of $506.4 million.
                MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIES
                            (Dollars in thousands)
<TABLE>
                                                                                
                                           Face         Annual      Maturity    
                              Interest    Amount         Debt
      Property Name             Rate    @ 12/31/96     Service        Date      

Consolidated Properties:                                                          
                                                                                  
<S>                         <C>         <C>              <C>    <C>   <C>
Anderson Mall  (1)           6.74%         $19,000       $1,281 (2)   12/15/03    
Barton Creek Square          8.10%          63,549        5,867       12/30/99    
Battlefield Mall             7.50%          50,724        4,765       06/01/03    
Biltmore Square              7.15%          28,265        2,795       01/01/01    
Bloomingdale Court  (3)      8.75%          29,009        2,538 (2)   12/01/00    
Chesapeake Centre            8.44%           6,563          554 (2)   05/15/15    
Chesapeake Square            7.28%          52,576        4,882       01/01/01    
Cielo Vista Mall  (4)        9.25% (5)      56,329        5,665       05/01/07    
Cielo Vista Mall             8.13%           2,323          376       07/01/04    
College Mall  (6)            7.00%          43,429        3,563       07/01/04 
Columbia Center              7.62%          43,369        3,789       03/15/02 
Crossroads Mall              7.75%          41,440        3,212 (2)   07/31/02 
Crystal River                   - (7)       16,000            - (2)   01/01/01 
                                  (8)
Eastgate Consumer Mall          - (9)       25,429            - (2)   12/31/98    
East Towne Mall                 - (10)      55,000            - (2)   09/29/98    
Eastland Mall                   - (9)       30,000            - (2)   11/01/97    
Forest Mall  (12)            6.74%          12,800          863 (2)   12/15/03    
Forest Plaza  (3)            8.75%          16,904        1,518 (2)   12/01/00    
Forest Village Park  (1)     6.16%          20,600        1,269 (2)   12/15/03    
Fox River Plaza  (3)         8.75%          12,654        1,107 (2)   12/01/00    
Golden Ring Mall  (12)       6.74%          29,750        2,005 (2)   12/15/03    
Great Lakes Mall             6.74%          54,137        4,354       03/15/01    
Great Lakes Mall             7.07%           8,719          724       03/15/01    
Greenwood Park Mall  (6)     7.00%          36,374        2,984       07/01/04 
Grove at Lakeland Square     8.44%           3,750          317 (2)   05/15/15 
Gulf View Square             8.25%          38,600        3,185 (11)  10/01/06 
Highland Lakes Plaza             -(8)       14,377            - (2)   03/31/02 
                                  (9)
Hutchinson Mall  (12)        8.44%          11,523          973 (2)   10/01/02    
Ingram Park Mall             8.10%          49,107        4,533       12/01/99    
Ingram Park Mall             9.63%           7,000          674 (2)   11/01/99    
Irving Mall  (4)             9.25% (5)      43,375        4,363       05/01/07    
Jefferson Valley Mall            - (13)     50,000            - (2)   01/12/00    
La Plaza Mall                8.25%          50,526        4,677       12/30/99    
Lake View Plaza  (3)         8.75%          22,169        1,940 (2)   12/01/00    
Lima Mall                    7.12%          19,412        1,619       03/15/02    
Lincoln Crossing  (3)        8.75%             997           87 (2)   12/01/00    
Lincolnwood Town Center          - (14)     63,000            - (2)   01/31/98    
Longview Mall  (1)           6.16%          22,100        1,361 (2)   12/15/03    
Mainland Crossing                -(8)        2,226            - (2)   03/31/02    
                                  (9)
Mainland Peripheral              -(7)        1,290            - (2)   12/31/01    
                                  (8)
Mall of the Mainland             -(7)       40,706            - (2)   03/31/02    
                                  (8)
Markland Mall  (12)          6.74%          10,000          675 (2)   12/15/03 
Matteson Plaza  (3)          8.75%          11,159          976 (2)   12/01/00 
McCain Mall  (4)             9.25% (5)      26,304        2,646       05/01/07    
Melbourne Square             7.42%          40,214        3,374       02/01/05    
Miami International          6.91%          47,500        3,267       12/21/03    
Midland Park Mall  (12)      6.31%          22,500        1,420 (2)   12/15/03    
Miller Hill Mall  (12)       6.74%          34,500        2,325 (2)   12/15/03    
Muncie Mall  (12)            6.74%          24,000        1,618 (2)   12/15/03 
Muncie Mall  (12)            6.99%          20,000        1,398       12/15/03 
North East Mall             10.00%          22,442        2,475       09/01/00 
North Riverside Park                                                               
Plaza                        9.38%           4,117          452       09/01/02
North Riverside Park                                                               
Plaza                       10.00%           3,668          420       09/01/02
North Towne Square  (12)     6.31%          23,500        1,483 (2)   12/15/03    
Northgate Mall               7.62%          80,983        7,075       03/15/02    
O'Hare International                                                               
Center                       7.50% (15)     27,500        2,063       12/31/13
Paddock Mall                 8.25%          30,700        2,873 (11)  10/01/06    
Port Charlotte               7.28%          46,548        3,857       01/01/01    
Randall Park                 9.25%          34,269        4,338       01/01/11    
Regency Plaza  (3)           8.75%           1,878          164 (2)   12/01/00    
Riverway                         - (16)     85,571            - (2)   12/31/98    
Riverway                         - (16)     45,879            - (2)   12/31/98    
Ross Park Mall               6.14%          60,000        3,684       08/15/98    
South Park Mall  (1)         7.25%          24,748        1,791 (2)   06/15/03    
St. Charles Towne                                                                  
 Plaza (3)                   8.75%          30,887        2,703 (2)   12/01/00
Sunland Park Mall            8.63% (5)      40,149        3,773       01/01/26 
Tacoma Mall                  7.62%          94,752        8,278       03/15/02 
Terrace at The Florida       8.44%           4,688          396       05/15/15 
Mall
The Forum Shops at               - (17)    100,000            - (2)   02/23/00 
Caesars
The Forum Shops at               - (18)     22,716            - (2)   02/23/00 
Caesars
Tippecanoe Mall (6)          8.45%          47,556        4,647       07/01/04 
Towne East Square  (6)       7.00%          57,419        4,711       07/01/04 
Towne West Square  (1)       6.16%          40,250        2,479 (2)   12/15/03 
Treasure Coast Square        7.42%          54,581        4,571 (2)   01/01/06 
Trolley Square               5.81%          19,000        1,104(2)(19)07/23/00
Trolley Square                   - (9)       3,500            - (2)   07/23/00 
Trolley Square                   - (9)       4,641            - (2)   07/23/00 
University Park Mall         7.43%          59,500        4,421 (2)   10/01/07 
Valle Vista Mall  (4)        9.25% (5)      34,837        3,504       05/01/07 
West Ridge Mall              8.00%          50,005        4,529       06/01/99 
West Ridge Plaza  (3)        8.75%           4,612          404 (2)   12/01/00 
White Oaks Mall              7.70%          16,500        1,271 (2)   03/01/98 
White Oaks Plaza  (3)        8.75%          12,345        1,080 (2)   12/01/00 
Windsor Park Mall            8.00%           8,951          811       05/01/12 
Windsor Park Mall            8.00%           6,009          544       06/01/00 
DRC Securitized Debt -                                                          
Fixed                        8.12% (20)    366,346       30,698       03/01/01
DRC Securitized Debt -                                                          
Floating                         - (21)     87,200            - (2)   03/01/01
Total Pledged Property                                                          
Indebtedness                             3,089,525
                                                                                
Simon DeBartolo                                                                 
 Group, L.P.:
Unsecured Revolving                                                             
Credit Facility                  - (22)    230,000            - (2)   09/27/99
Unsecured Notes              6.88%         250,000       17,200       11/15/06 
Putable Asset Trust                                                             
Securities                   6.75% (8)     100,000        6,750       11/15/03
                                        ----------                             
   Total Indebtedness-                                                          
Consolidated (23)                       $3,669,525
                                        ==========                             
Joint Venture Properties:                                                       
                                                                                
Aventura Mall                    - (24)    100,000            - (2)   08/08/98 
Aventura Mall                    - (25)      6,700            -       01/07/97 
Aventura Mall                7.00%           2,500          175 (2)   05/01/97 
Aventura Mall                    - (26)      3,563            - (2)   03/01/97 
The Avenues                  8.36%          59,051        5,552       05/15/03 
Century III Mall             7.00%             519          541       12/01/97 
Century III Mall             6.78%          66,000        4,475 (2)   07/01/03 
Circle Centre                    - (27)     60,000            - (2)   12/05/03 
Cobblestone Court  (28)      7.22%           6,180          446 (2)   11/30/05 
Coral Square                 7.40%          53,300        3,944       12/01/00 
Crystal Court  (28)          7.22%           3,570          258 (2)   11/30/05 
Fairfax Court  (28)          7.22%          10,320          745 (2)   11/30/05 
Florida Mall                     - (29)     75,000            - (2)   12/01/98 
Gaitway Plaza  (28)          7.22%           7,350          531 (2)   11/30/05 
Great Northeast Plaza        9.04%          17,940        1,744       06/01/06 
Indian River Mall                - (14)     37,723            - (2)   03/29/99 
Lakeline Mall                    - (30)     68,515            - (2)   05/16/99 
Lakeland Square              7.26%          53,300        3,870 (2)   12/22/03 
Northfield Square            9.50%          24,596        2,575       04/01/00 
Ontario Mills                    - (31)     77,637            - (2)   05/07/99 
Palm Beach Mall              8.21%          52,179        5,072       12/15/02 
Ridgewood Court  (28)        7.22%           7,980          576 (2)   11/30/05 
Royal Eagle Plaza  (28)      7.22%           7,920          572 (2)   11/30/05 
Seminole Towne Center        6.88%          70,500        4,850 (2)   12/27/05 
Smith Haven Mall             7.86%         115,000        9,039       06/01/06 
The Tower Shops                  - (7)      15,749            - (2)   03/13/99 
The Plaza At Buckland                                                           
Hills (28)                   7.22%          17,680        1,276 (2)   11/30/05
The Source                       - (32)     62,032            -       07/16/01 
The Yards Plaza  (28)        7.22%           8,270          597 (2)   11/30/05 
Village Park Plaza  (28)     7.22%           8,960          647 (2)   11/30/05 
West Town Corners  (28)      7.22%          10,330          746 (2)   11/30/05 
Westland Park Plaza (28)     7.22%           4,950          357 (2)   11/30/05 
Willow Knolls Court (28)     7.22%           6,490          469 (2)   11/30/05 
                                        ----------                             
   Total Indebtedness-Equity(33)        $1,121,804 
                                        ==========                              
</TABLE>
                                                                           

 (1) Loans secured by these five properties are cross-collateralized and cross-
     defaulted.  The aggregate principal amount of the loans is $126,698, with
     an annual debt service of $8,181 and weighted average interest rate of
     6.46%.  Four of the loans have interest rate reset provisions available
     on 12/15/98 and mature 12/15/2003.  The remaining loan matures on
     6/15/2003.  During the term of these loans, there is amortization of a
     portion of the principal amount.
 (2) Requires monthly payments of interest only.  Fixed-rate debt will reflect
     an amount for annual debt service.
 (3) These 10 properties are cross-defaulted.
 (4) On December 31, 1996, these four properties were cross-collateralized and
     cross-defaulted.  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 on the
     three remaining loans and paying down a total of $3,900 on two other
     Property loans with the same lender.
 (5) Lender also participates in a percentage of gross revenues above a
     specified base.
 (6) Loans secured by these four properties are cross-collateralized and cross-
     defaulted.  The aggregate principal amount of the loans is $184,778, with
     an annual debt service of $15,905 and 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.
 (7) LIBOR + 2.00%.
 (8) The Operating Partnership's share of this debt has LIBOR swapped at
     4.75%.
 (9) LIBOR + 1.50%.
(10) LIBOR + 1.125%.
(11) Loan requires monthly payments of interest only through 2/1/97, and then
     begins amortizing over 25 years.
(12) Loans secured by these eight properties are cross-collateralized and/or
     cross-defaulted.  The aggregate principal amount of the loans is
     $188,573, with an annual debt service of $12,760, and a weighted average
     interest rate of 6.77%. Eight of these loans have interest reset
     provisions available on 12/15/98 and mature 12/15/2003. The remaining
     loan will mature 10/1/2002.  During the term of these loans, there is
     amortization of a portion of the principal amount.
(13) LIBOR + 0.55% with LIBOR capped at 8.7% through maturity.
(14) LIBOR + 1.25%.
(15) In 1998, the lender will begin participating in a percentage of gross
     revenues after deduction of debt service, tenant improvement costs and
     leasing commissions.
(16) LIBOR + 1.375%, LIBOR capped at 5.0% through maturity.
(17) LIBOR + 1.00%.
(18) LIBOR + 1.8125%.
(19) 7/23/2000 is the earliest date on which the lender may call the bonds.
(20) This is the weighted average interest rate of the securitized fixed-rate
     debt.
(21) LIBOR + 0.56%, with LIBOR swapped at 4.75%.
(22) $750,000 unsecured revolving credit facility.  Currently, bears interest
     at LIBOR + 0.90% and provides for different pricing based upon the
     Operating Partnership's investment grade rating.  LIBOR is initially
     capped at 7.5%; however, if LIBOR should equal or exceed 8.75% between
     monthly reset dates, then LIBOR will be capped at 8.5% for that period
     only.  As of 12/31/96, $510,000 was available, with an additional $10,000
     reserved under a letter of credit.
(23) Includes minority interest partners' share ($103,650) of total
     consolidated indebtedness.
(24) Bank of Tokyo CD Rate + 0.90%.  To hedge the Operating Partnership's
     share of this debt, the Operating Partnership has swapped LIBOR at 4.75%
     in an amount equal to its share of this debt.
(25) Prime Rate + 1.25%
(26) Prime Rate.
(27) On February 18, 1997 the loan was refinanced at LIBOR +.44% with a
     maturity of 1/31/2004 and an initial reset date of 1/31/2001.  The rate
     at 12/31/96 was LIBOR + 0.7%.
(28) 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.
(29) Commercial Paper Rate + 0.75%, plus letter of credit fees.  To hedge the
     Operating Partnership's share of this debt, the Operating Partnership has
     swapped LIBOR at 4.75% in an amount equal to its share of this debt.
(30) LIBOR + 0.375%.
(31) LIBOR + 2.75%.
(32) LIBOR + 1.70%.
(33) Includes joint venture partners' share ($673,586) of total equity
     indebtedness.

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 DeBartolo Properties Management, Inc., 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 Plan (See Note
10 to the consolidated financial statements) and that these grants immediately
vested under the DRC Plan's "change in control" provision as a result of the
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 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, and
pretrial proceedings have just commenced.  The Company is of the opinion that
it has meritorious defenses and accordingly intends to defend this action
vigorously.  While it is difficult for the Company to predict the outcome of
this litigation at this stage based on the information known to the Company to
date, the Company does not expect 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.  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 ("CERCLA"), 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 on 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.  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.

                                    Part II

Item 5.  Market for the Registrant's Common Equity and Related Shareholder
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
          1995        ------   ------  --------  -------------
     1st Quarter        26     22 1/2   24 3/8      $0.4925
     2nd Quarter      25 1/4   23 3/8   25 1/8      $0.4925
     3rd Quarter        26     24 1/8   25 3/8      $0.4925
     4th Quarter      25 5/8   22 3/4   24 3/8      $0.4925
          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

     (1)  Represents a distribution declared in the third quarter of 1996
         related to the Merger, designated to align the time periods of
         distribution payments of the merged companies.  On January 23, 1997,
         the Company declared a distribution of $0.4925 per share payable on
         February 21, 1997 to shareholders of record on February 7, 1997.  The
         current annual distribution rate is $1.97 per share.
     
     There is no established public trading market for the Company's Class B
common stock ("Class B") or Class C common stock ("Class C").  Distributions
per share of Class B and Class C were identical to those for the Company's
common stock.

     Holders
     
     The number of holders of record of the shares of common stock was 2,712 as
of March 17, 1997.  The Class B shares are held entirely by a voting trust and
are exchangeable on a one-for-one basis into common stock.  The Class C shares
are 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 commencing with the year
ended December 31, 1994.  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 during the fourth
quarter of 1996.

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>
     
                                           The Company                    Simon Property Group
                          ---------------------------------------------   --------------------
                                                              For the     For the       
                                                               Period     Period        
                                                                from       from         
                                                              December    January     For
                                                               20 to       1 to       the
                                                              December   December     Year
                           For the Year Ended December 3l,      31,         l9,      Ended
                                                                                    December
                                                                                       3l,
                          ---------------------------------   ----------   --------        -----
                                                                                   -----
                           1996(1)     1995(1)     1994 (1)     1993        1993      1992
                          ----------  ----------  ---------- ----------   -------- ----------
                              (in thousands, except per share data)
OPERATING DATA:                                                                        
<S>                       <C>         <C>         <C>        <C>          <C>      <C>
Total revenue             $  747,704  $  553,657  $  473,676 $   18,424   $405,869   $400,852
Income (loss) of the                                                                         
Operating Partnership                                                                        
before extraordinary                                                                         
items                        134,663     101,505      60,308      8,707      6,912   (11,692)
Net income available to                                                                      
common shareholders       $   72,561  $   57,781  $   23,377 $ (11,366)   $ 33,101 $ (11,692)
                                                                                             
EARNINGS PER COMMON                                                                          
 SHARE (2):
Income before                                                                                
extraordinary items       $     1.02  $     1.08  $     0.71 $     0.11        N/A        N/A
Extraordinary items           (0.03)      (0.04)      (0.21)     (0.39)        N/A        N/A
                          ----------  ----------  ---------- ----------                      
Net income (loss)         $     0.99  $     1.04  $     0.50 $   (0.28)        N/A        N/A
                          ==========  ==========  ========== ==========                      
Distributions per common                                                                     
share (3)                 $     1.63  $     1.97  $     1.90          _        N/A        N/A
Weighted average shares                                                                      
outstanding                   73,586      55,312      47,012     40,950        N/A        N/A
                                                                                             
BALANCE SHEET DATA:                                                                          
Cash and cash equivalents                                                                    
                          $   64,309  $   62,721  $  105,139 $  110,625        N/A $   42,682
Total assets               5,895,910   2,556,436   2,316,860  1,793,654        N/A  1,494,289
Mortgages and other notes                                                                    
payable                    3,681,984   1,980,759   1,938,091  1,455,884        N/A  1,711,778
Shareholders' equity and                                                                      
owners' (deficit)         $1,304,891  $  232,946  $   57,307 $   29,521        N/A $(565,566)
                                                                                             
OTHER DATA:                                                                                  
Cash flow provided by                                                                        
(used in):
Operating activities      $  236,464  $  194,336  $  128,023        N/A        N/A        N/A
Investing activities       (199,742)   (222,679)   (266,772)        N/A        N/A        N/A
Financing activities        (35,134)    (14,075)     133,263        N/A        N/A        N/A
Funds from Operations                                                                        
(FFO) of Operating                                                                           
Partnership (4)           $  281,495  $  197,909  $  167,761        N/A        N/A        N/A
                          ==========  ==========  ==========                                 
FFO allocable to Company  $  172,468  $  118,376  $   92,604        N/A        N/A        N/A
                          ==========  ==========  ==========                                 
</TABLE>
Notes
(1)Note 3 to the accompanying financial statements
   describes the Merger, which occurred on August
   9, 1996, and the 1996, 1995 and 1994 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 in 1996, which
   includes a distribution of $0.1515 per share
   declared on August 9, 1996, in connection with
   the Merger, designated to align the time periods
   of distributions of the merged companies. On
   January 23, 1997, the Company declared a
   distribution of $0.4925 per share payable on
   February 21, 1997 to shareholders of record on
   February 7, 1997.  The current annual
   distribution rate is $1.97 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.


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 (the "Reform Act").  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 "Merger") of Simon Property Group, Inc. and DeBartolo Realty
Corporation ("DRC"), in accordance with the purchase method of accounting
utilized to record the transaction valued at $3.0 billion.  The 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, with
the exception of West Town Mall, which is accounted for using the cost method
of accounting.

     In addition, the Operating Partnership acquired several other properties
through purchase, acquisition and merger throughout the comparative periods
and, as result of changes in controlling interest, changed the way it accounted
for several properties (using either the consolidated method of accounting or
the equity method of accounting for noncontrolled joint venture entities) (the
"Property Transactions").  The following is a listing of such transactions.
Effective April 1, 1994, the Operating Partnership began including The Forum
Shops at Caesars ("Forum") as a consolidated property due to the Operating
Partnership's ability to demonstrate control.  On September 1, 1994, the
Operating Partnership consolidated 15 properties as a result of the merger of
MSA Realty Corporation into the Company (the "MSAR Merger").  During December
1994, the Operating Partnership acquired a 100% interest in Independence
Center, Orange Park Mall, Broadway Square and University Mall (Florida).  On
February 23, 1995, the Operating Partnership acquired an additional 50%
interest in White Oaks Mall and began accounting for the property using the
consolidated method of accounting.  On August 1, 1995, the Operating
Partnership purchased the remaining 50% ownership in Crossroads Mall and
subsequently began accounting for the property using the consolidated method of
accounting.  On September 25, 1995, the Operating Partnership acquired the
remaining 55% ownership in East Towne Mall and subsequently began accounting
for the property using the consolidated method of accounting.  On April 11,
1996, the Operating Partnership acquired the remaining 50% economic ownership
interest in Ross Park Mall and subsequently began accounting for the property
using the consolidated method of accounting.  (See the "Liquidity and Capital
Resources" discussion for additional information regarding these transactions.)

Results of Operations

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 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 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 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 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 common share
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 paydown 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 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 costs associated with the refinancing or early extinguishment of
debt.
     Income of the Operating Partnership after extraordinary items 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.

Year Ended December 31, 1995 vs. Year Ended December 31, 1994
     
     Total revenue increased $80.0 million, or 16.9%, in 1995.  Of this
increase, $72.8 million is attributable to the 1995 Property Transactions, and
the full-year impact in 1995 of the 1994 Property Transactions.  The remaining
increase is primarily the result of an increase in minimum rent revenue
resulting from increases of $1.25 and $0.18 in average base minimum rents per
square foot for regional mall stores and community shopping centers as
evidenced by leasing spreads for regional mall store and community shopping
center leases executed during 1995 over those leases expiring in 1995 of $5.38
and $1.22 per square foot, respectively.  These increases are partially offset
by a decrease in overage rent resulting primarily from static sales in the
portfolio and a decline of $1.8 million in overage rent at Texas border
properties due to the devaluation of the Mexican peso.  Management expects
these properties to return to their prior performance level, as they have done
historically after previous peso devaluations.
     Total operating expenses increased $43.1 million, or 16.6%, in 1995.  Of
this increase, $37.9 million, or 87.9%, is the result of the Property
Transactions.  Other than increases from the Property Transactions, total
operating expenses experienced an increase of only 2.0%, attributable to
increased depreciation and amortization derived from an increase in investment
properties.
     Interest expense, excluding prior year nonrecurring interest expense,
increased a net of $27.2 million, or 22.2%, to $150.2 million for 1995 as
compared to $123.0 million for 1994.  Of this increase, $26.5 million, or 97.4%
is the result of the Property Transactions.  Interest savings were realized as
a result of restructuring the Operating Partnership's credit facilities and
from the proceeds of the Company's 6,000,000 common share offering on April 19,
1995.
     The net gain on the sale of assets in 1995 resulted from a gain of $2.4
million on the sale of a minority partnership interest in land previously held
for development in Denver, Colorado, partially offset by a loss of $0.5 million
on the sale of an equity investment in Arborland Mall.
     Income (loss) from unconsolidated entities increased from a loss of $0.1
million in 1994 to income of $1.4 million in 1995, resulting from an increase
in the Operating Partnership's share of income from partnerships and joint
ventures, partially offset by an increase in its share of losses of the
Management Company.  The Operating Partnership's share of income from
partnerships and joint ventures improved $4.1 million from $1.0 million in 1994
to $5.1 million in 1995.  This increase is primarily attributable to gains from
sales of peripheral property ($3.4 million) and the change to accounting for
North East Mall using the equity method of accounting ($1.7 million).  The
Operating Partnership's share of the Management Company's results declined $2.6
million from an allocated net loss of $1.1 million for 1994 to an allocated net
loss of $3.7 million for 1995.  This decrease is the result of the Management
Company's losses related to the settlement of a mortgage receivable and the
liquidation of a partnership investment in 1995, partially offset by a $1.6
million increase in the Management Company's operating income.
     Extraordinary items of $3.3 million in 1995 and $18.0 million in 1994
result from costs associated with the refinancing of debt.
     Income of the Operating Partnership after extraordinary items increased
from $42.3 million for 1994 to $98.2 million for 1995, an increase of $55.9
million, for the reasons discussed above, and was allocated to the Company
based on the Company's ownership interest during the period.

     Liquidity and Capital Resources

     As of December 31, 1996, the Operating Partnership's balance of
unrestricted cash and cash equivalents was $64.3 million.  In addition to its
cash balance, the Operating Partnership has a $750 million unsecured revolving
credit facility which had $510 million available after outstanding borrowings
and letters of credit at December 31, 1996.  As discussed below under
"Financing and Debt," the Company and the Operating Partnership also have
access to public equity and debt markets through various shelf registrations.

     Financing and Debt.  The Company's ratio of debt-to-market capitalization
was 41.5% and 44.9% at December 31, 1996 and 1995, respectively.

     On April 11, 1996, the Operating Partnership drew $115 million on its
revolving credit facility.  The funds were used primarily to finance the
acquisition of the remaining economic ownership interest in Ross Park Mall ($44
million) and to retire a portion of the property's debt ($54 million).

     On June 28, 1996, the Operating Partnership obtained an additional $200
million unsecured revolving credit facility.  The facility bore interest at
LIBOR plus 132.5 basis points and had a maturity date of August 1998.  Terms
for the facility were identical to the existing revolving credit facility.

     On August 9, 1996, in connection with the Merger, the Operating
Partnership assumed consolidated mortgages and notes payable valued at
approximately $955.7 million, a securitized debt financing (see below) of
$463.7 million and $112.0 million of credit line debt and received $57.5
million in unrestricted cash and cash equivalents from DRC (the acquired
company).  As required by purchase accounting, the debt assumed in the Merger
was reflected at current value.

     The Operating Partnership is in default on a loan where the property's
cash flow is insufficient to service the $40.7 million loan (of which $6.6
million is guaranteed and $34.1 million is nonrecourse).  The property and its
related debt were assumed during the Merger.  The Operating Partnership is
continuing negotiations with the lender.

     An affiliate of the Company holds securitized debt financing (the
"Securitized Debt Financing") in the face amount of $453.5 million at December
31, 1996.  The debt is secured by assets of 17 of the wholly-owned properties.
The debt's commercial mortgage pass-through certificate covenants require the
affiliate to fund into escrow reserves for renovations, repairs and maintenance
and tenant allowances and to maintain minimum debt service coverage ratios (as
defined) and other restrictive covenants.  The affiliate has obtained an
extension to the cure period for failing to comply with the covenants related
to one of the properties.  The lack-of-compliance and cure provisions relate
solely to the individual property and not to the remaining properties in the
Securitized Debt Financing pool.  Management intends to complete any required
changes within the extended cure period, which is expected to be extended until
December 1998.

     On September 10, 1996, the DRC secured line of credit, which bore interest
at LIBOR plus 175 basis points, was retired with proceeds from Simon Property
Group, L.P.'s ("SPG, LP") two unsecured credit facilities.

     On September 27, 1996, the Company completed a $200 million public
offering (the "Preferred Offering") of 8,000,000 shares of 8 3/4% Series B
cumulative redeemable preferred stock, generating net proceeds of approximately
$193 million.  The Company contributed the proceeds of such offering to the
Operating Partnership, in exchange for preferred units in the Operating
Partnership, which used the net proceeds to repay $142.8 million of outstanding
mortgage indebtedness, $34.4 million under SPG, LP's two unsecured credit
facilities, $12.1 million for the acquisition of the remaining ownership of
North East Mall in Hurst, Texas, and the remainder for working capital.

     Also on September 27, 1996, the Operating Partnership obtained a $750
million unsecured three-year credit facility (the "Credit Facility"), with a
one-year extension at the option of the Operating Partnership, which initially
bears interest at LIBOR plus 90 basis points, and retired the outstanding
borrowings of SPG, LP in the aggregate principal amount of $323 million under
SPG, LP's two unsecured credit facilities, which bore interest at LIBOR plus
132.5 basis points.  In addition, the Credit Facility contains a $150.0 million
competitive bid feature, which can further reduce interest costs.  The Credit
Facility increased the Operating Partnership's available capital by $150
million.

     On November 21, 1996, the Securities and Exchange Commission declared
effective a shelf registration statement filed by the Operating Partnership to
provide for the offering, from time to time, of up to $750 million in aggregate
principal amount of nonconvertible investment-grade unsecured debt securities
(the "Notes") of the Operating Partnership.  On November 26, 1996, the
Operating Partnership completed the sale of $250 million of Notes.  The Notes
bear interest semiannually at 6.875% and mature on November 15, 2006.  The net
proceeds of $247.5 million were used primarily to reduce the Operating
Partnership's overall interest rates by retiring a $62 million mortgage loan on
Boynton Beach Mall, construction loan indebtedness of $57 million relating to
Cottonwood Mall, $108 million of the outstanding balance on the Credit
Facility, with the remainder going into working capital.  The Operating
Partnership is currently finalizing the allocation of $300 million of this
shelf registration to a Medium-Term Note Program, although management has no
immediate plans to issue securities under the program.

     In addition, SPG, LP has an effective shelf registration for $500 million
of nonconvertible investment-grade debt securities.  No securities have been
issued under this registration statement.

     On December 6, 1996, the Operating Partnership completed a $100 million
private placement of putable asset trust securities ("PATS").  The PATS bear
interest at 6.75% and mature on November 15, 2003.  Proceeds from the placement
were used to reduce outstanding borrowings on the Credit Facility.

     At December 31, 1996, the Operating Partnership had consolidated debt of
$3,682.0 million, of which $2,804.7 million is fixed-rate debt and $877.3
million is variable-rate debt.  As of December 31, 1996, the Operating
Partnership had interest rate protection agreements related to $524.6 million
of variable-rate debt, of which $130.5 million expires in April 1997.

     On January 31, 1997, the Operating Partnership completed a refinancing
transaction involving debt on four consolidated properties.  The transaction
consisted of the payoff of one loan totaling $43.4 million, the buyout of the
contingent interest feature on the remaining three loans for $21 million, a
principal reduction of $3.9 million to be applied to two of the properties, and
a restatement of the interest amount on the three remaining loans.  This
transaction was funded using the Credit Facility.

     Scheduled principal payments of mortgage indebtedness over the next five
years is $1,948.9 million, with $1,720.6 million thereafter.

     Acquisition Activity. Prior to April 11, 1996, the Operating Partnership
held a 50% joint venture interest in Ross Park Mall in Pittsburgh,
Pennsylvania.  On April 11, 1996, the Operating Partnership acquired the
remaining economic ownership interest.  The purchase price included
approximately $44.0 million in cash and the assumption of the joint venture
partner's share of existing debt ($57.0 million).  The purchase price in excess
of the net assets acquired of $49.1 million was allocated to investment
properties.  Effective April 11, 1996, the property is being accounted for
using the consolidated method of accounting.  It was previously accounted for
using the equity method of accounting.  In addition, the remaining 11%
ownership in Ross Park Mall was acquired by the Operating Partnership on
January 21, 1997.

     As described earlier, on August 9, 1996, the Company acquired the national
shopping center business of DRC.  Pursuant to the 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.
This portion of the transaction was valued at approximately $923.2 million,
based upon the number of DRC shares of common stock acquired (55,712,529), the
Exchange Ratio and the last reported sales price of the Company's common stock
on August 9, 1996 ($24.375).  In connection therewith, SPG changed its name to
Simon DeBartolo Group, Inc. and DRC changed its name to SD Property Group, Inc.

     In connection with the 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 (48,400,614 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 $566.9 million).  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.

     It is currently expected that subsequent to the first anniversary of the
date of the Merger, reorganizational transactions will be effected so that SDG,
LP will directly own all of the assets and partnership interests now owned by
SPG, LP.  However, there can be no assurance that such reorganizational
transactions will be so effected.

     The 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 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, with
the exception of West Town Mall, which is accounted for using the cost method
of accounting.

     Prior to October 4, 1996, the Operating Partnership held a 50% joint
venture interest in North East Mall in Hurst, Texas.  On October 4, 1996, in
connection with the settlement of certain outstanding litigation, the Operating
Partnership acquired for cash an additional 20% limited partnership interest in
North East Mall.  At the same time, the Operating Partnership exercised its
option to acquire the remaining 30% limited partnership interest in North East
Mall owned by Melvin Simon, Herbert Simon and certain of their affiliates
(collectively, the "Simons") in exchange for 472,410 Units in the Operating
Partnership, as well as the Simons' 50% general partnership interest which the
Operating Partnership acquired for nominal consideration.  The Simons had
previously contributed the right to receive distributions relating to its 50%
general partnership interest to the Operating Partnership in exchange for
Units.  As a result of these transactions, the Operating Partnership owns 100%
of North East Mall and accounts for it using the consolidated method of
accounting.

     See Note 3 to the consolidated financial statements for details of 1995
and 1994 acquisition activity.

     Development Activity.  Development activities are an ongoing part of the
Operating Partnership's business.  The Operating Partnership opened two new
regional malls, one specialty retail center and one value-oriented super-
regional mall during 1996.  The new regional malls include the 1.0 million
square foot Cottonwood Mall in Albuquerque, New Mexico, which opened on July
31, and the 800,000 square foot Indian River Mall, which opened in Vero Beach,
Florida, on November 15.  The new specialty retail center is the 60,000 square
foot Tower Shops in Las Vegas, Nevada, which opened in November.  The value-
oriented super-regional mall is the 1.3 million square foot Ontario Mills,
which opened in Ontario, California, on November 14.  In addition, Indian River
Commons, a 265,000 square foot community shopping center opened in March 1997,
in Vero Beach, Florida.  Other than Cottonwood Mall, which is wholly-owned and
accounted for using the consolidated method of accounting, the Operating
Partnership has joint venture partners on each of the projects recently opened
and accounts for them using the equity method of accounting.

     Construction also continues on the following projects:
* The Mall at the Source, a 730,000 square foot value-oriented retail and
entertainment development project in Westbury (Long Island), New York, is
expected to open in August 1997.  This new $150 million development will adjoin
an existing Fortunoff store.  The Operating Partnership has a total equity
investment of $25.3 million in this 50%-owned joint venture project.
Construction financing of $120 million closed on this property in July 1996.
The loan initially bears interest at LIBOR plus 170 basis points and matures on
July 16, 1999.
* Arizona Mills, a 1,230,000 square foot retail development project in
Tempe, Arizona, broke ground on August 1, 1996.  This $184 million value-
oriented super-regional mall is expected to open in November 1997.  In January
1997, the joint venture closed on a five-year $145 million construction loan
with interest at LIBOR plus 150 basis points.  The Operating Partnership had an
$13.5 million equity investment through December 31, 1996 and a 25% ownership
interest in this joint venture development.
* Grapevine Mills, a 1,480,000 square foot retail development project in
Grapevine (Dallas/Fort Worth), Texas, broke ground on July 10, 1996.  This $202
million value-oriented super-regional mall development project is expected to
open in October 1997.  A commitment has been obtained for a four-year $157
million construction loan (plus a one-year extension) with an initial interest
rate of LIBOR plus 165 basis points.  The Operating Partnership has a $14
million equity commitment on this 37.5%-owned joint venture project, and
advanced its initial contribution of $7.9 million in January 1997.
* The Shops at Sunset Place, a destination-oriented retail and entertainment
project containing approximately 500,000 square feet of GLA is scheduled to
open in 1998 in South Miami, Florida.  The Operating Partnership owns 75% of
this $143 million project.  The Operating Partnership expects to have
construction financing for the majority of the development costs of this
project in place during the second quarter of 1997.

     In addition, the Operating Partnership is in the preconstruction
development phase on two new community center projects, each of which is
immediately adjacent to an existing regional mall in the Company's portfolio.
Lakeline Plaza, an approximately $39 million development, is scheduled to open
in Austin, Texas, in 1998.  The Operating Partnership has a 50% ownership
interest in this 391,000 square foot joint venture development project.  Muncie
Plaza, a $15 million development project, is scheduled to open in Muncie,
Indiana, in 1998.  This 200,000 square foot development project is wholly-
owned.

     Strategic Expansions and Renovations.  A key objective of the Operating
Partnership is to increase the profitability and market share of its portfolio
properties through the completion of strategic renovations and expansions.  In
1996, the Operating Partnership completed construction and opened eight
expansion and/or renovation projects: Greenwood Plus in Greenwood, Indiana;
Muncie Mall in Muncie, Indiana; Summit Mall in Akron, Ohio; University Park
Mall in South Bend, Indiana; College Mall in Bloomington, Indiana; Century III
Mall in Pittsburgh, Pennsylvania; Coral Square in Coral Springs, Florida; and
The Florida Mall in Orlando, Florida.

     The Operating Partnership currently has three 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 $530 million.

*  A 235,000 square foot phase II expansion of Forum in Las Vegas, in which
the Operating Partnership has a 55% ownership interest, is scheduled to open in
August 1997.  The costs of the phase II project are being funded with a portion
of the $184 million two-tranche financing facility which closed on February 23,
1996.  The loan bears interest on a weighted average basis at LIBOR plus 137
basis points and matures in February 2000.
*  A 255,000 square foot small shop expansion and the addition of
Bloomingdales and a 24-screen AMC Theatre complex to Aventura Mall in Miami,
Florida, are scheduled to open in December 1997.  Lord & Taylor, Macy's,
JCPenney and Sears are also expanding at this property.  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 1998.  The Operating Partnership has a 50% ownership interest in
this project.  Dillard's, Gayfers, JCPenney and Sears are also expanding.
*  A 130,000 square foot small shop expansion of the wholly-owned Mission
Viejo Mall, in Mission Viejo, California, is underway.  This project also
includes the addition of Nordstrom and another department store and new food
court, plus the expansion of Macy's.  It is scheduled for completion in 1999.
*  A 200,000 square foot small shop expansion of North East Mall, in Hurst,
Texas, also includes a renovation and is scheduled for completion in 1999.  The
addition of Nordstrom, and another department store, and a second level of
small shops is part of this project as well.

     The Operating Partnership has a number of smaller renovation and/or
expansion projects currently under construction, including the following,
aggregating approximately $120 million:

 Expected Date                                
 of Completion    Property Name               Property Location
 -------------    -------------------         --------------------------
 March 1997       Smith Haven Mall            Lake Grove (Long Island), NY
 April 1997       St. Charles Towne Center    Waldorf (Washington, D.C.), MD
 July 1997        Lafayette Square            Indianapolis, IN
 August 1997      Orange Park Mall            Jacksonville, FL
 October 1997     Alton Square                Alton, IL
 November 1997    Chautauqua Mall             Jamestown, NY
 November 1997    East Towne Mall             Knoxville, TN
 November 1997    Southern Park Mall          Youngstown, OH
 November 1997    Richmond Square             Richmond, IN
 November 1997    Northgate Mall              Seattle, WA
 March 1998       West Town Mall              Knoxville, TN

     Preconstruction development continues on a number of project expansions,
renovations and anchor additions at a number of additional properties as well.
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 were $267.5 million, $135.4
million and $252.5 million for the periods ended December 31, 1996, 1995 and
1994, respectively.
                                        1996           1995          1994
                                       -------        -------      -------
        New Developments               $  80.1        $  29.7      $   2.9
        Renovations and Expansions        86.3           38.9         22.7
        Tenant Allowances--Retail         24.0           17.2         10.1
        Tenant Allowances--Offices         6.1            4.3          2.5
        Capital Expenditures
         Recoverable from Tenants         11.4            8.0          3.2
        Acquisitions                      56.1           32.5        205.2
        Other                              3.5            4.8          5.9
                                       -------        -------      -------
                  Total                $ 267.5        $ 135.4      $ 252.5
                                       =======        =======      =======
     Distributions.  The Company declared distributions in 1996 aggregating
$1.63 per share.  This included a distribution of $0.1515 per share on August
9, 1996, in connection with the Merger, designated to align the time periods of
distribution payments of the merged companies.  On January 23, 1997, the
Company declared a distribution of $0.4925 per share payable on February 21,
1997, to shareholders of record on February 7, 1997.  The current annual
distribution rate is $1.97 per share.  For federal income tax purposes, 64% of
the 1996 distributions and 25% of the 1995 distributions represented a return
of capital.  Future distributions will be determined based on actual results of
operations and cash available for distribution.

     Capital Resources.  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.

     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.

     Investing and Financing Activities.  Cash used in investing activities for
the year ended December 31, 1996, was $199.7 million, including approximately
$44 million for the acquisition of the remaining economic ownership interest in
Ross Park Mall; $12.1 million for the acquisition of the remaining ownership of
North East Mall in Hurst, Texas; and capital expenditures and development
related costs of $195.8 million, including $40.4 million, $34.9 million, $11.1
million and $6.9 million at Cottonwood Mall, Forum, Muncie Mall, and The Shops
at Sunset Place, respectively.  In addition, advances to unconsolidated joint
ventures totaling approximately $62.1 million includes $21.4 million, $15.0
million, $13.5 million and $3.2 million in equity contributions made to The
Mall at the Source, Ontario Mills, Arizona Mills and The Tower Shops,
respectively, to fund development activity.  These expenditures are partially
offset by net cash received from the Merger of $37.1 million, cash received
from unconsolidated entities of $75.3 million, including a $28.3 million return
of equity from Smith Haven Mall, and $38.6 million of note repayments received
from M.S. Management Associates.

     Cash used in financing activities for the year ended December 31, 1996 was
$35.1 million as compared to $14.1 million in 1995.  This increase is primarily
the result of an increase in distributions to shareholders and limited partners
($79.7 million), and a decrease in net proceeds from sales of common and
preferred stock ($40.7 million), partially offset by a net increase in mortgage
and other note borrowings ($100.7 million).  The increase in distributions is
primarily the result of distributions on shares and Units issued in connection
with the Merger ($30.1 million), special distributions paid in connection with
the Merger ($18.4 million), the addition of two classes of preferred stock in
the comparative periods ($14.2 million), and additional shares of common stock
and Units issued in the comparative periods.  The distribution rate has
remained a constant $1.97 per share/Unit per year in both periods.  Increased
mortgage and other note borrowings are primarily due to increased capital
expenditure activities in 1996 as described in investing activities above and
an increase in paydowns from equity offerings in 1995 as compared to 1996
($57.8 million).
     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 owned in whole or through joint ventures
(the "Portfolio Properties") increased from $316.5 million in 1992 to $615.3
million in 1996, representing a compound annual growth rate of 14.2%.  Of this
growth, $111.4 million, or 37.3%, is a result of the Merger.  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 57.6% to 62.5%.  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,
                            -----------------------------------------------
                              1996      1995      1994      1993      1992
                            --------  --------  --------  --------  --------
                                           (in thousands)
EBITDA of Wholly-Owned and                                                  
consolidated Joint                                                          
Venture Properties           $467,292 $343,875  $290,243  $244,397  $224,170
EBITDA of unconsolidated                                                    
Joint Venture Properties      148,030   93,673    96,592   102,282    92,365
                             -------- --------  --------  --------  --------
Total EBITDA of Portfolio                                                   
Properties (1)               $615,322 $437,548  $386,835  $346,679  $316,535
                             ======== ========  ========  ========  ========
EBITDA after minority                                                       
interest (2)                 $497,215 $357,158  $307,372  $256,169  $227,931
                             ======== ========  ========  ========  ========
Increase in total EBITDA                                                    
from prior period               40.6%    13.1%     11.6%      9.5%     12.1%
Increase in EBITDA after                                                    
minority interest from                                                      
prior period                    39.2%    16.2%     20.0%     12.4%      8.2%
Operating profit margin of                                                  
the Portfolio Properties (3)    62.5%    63.1%     61.9%     58.6%     57.6%

    (1) EBITDA for 1996 includes the acquired properties from the Merger date
        forward.  On a pro forma basis, assuming the Merger had occurred on
        January 1, 1995, EBITDA would be $805.3 million and $770.7 million in
        1996 and 1995, respectively, representing a 4.5% 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%.
    
     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 years ended
December 31, 1995 and 1994, was $208.3 million and $176.4 million,
respectively.

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

                                           For the Year Ended December 31,

                                             1996        1995       1994
  (in thousands)                           ---------   ---------  ---------
   FFO of the Operating Partnership        $ 281,495   $ 197,909  $ 167,761
   Increase in FFO from prior period           42.2%       18.0%        N/A
                                           =========   =========  =========
   Reconciliation:                                                           
   Income of the Operating Partnership                                     
   before extraordinary items              $ 134,663   $ 101,505  $  60,308
   Plus:                                                                   
    Depreciation and amortization from                                     
    consolidated properties                  135,226      92,274     75,663
    The Operating Partnership's share                                      
    of depreciation and amortization                                      
    from unconsolidated affiliates            20,159       6,466      7,251
    Merger integration costs                   7,236          --         --
    The Operating Partnership's share                                      
    of (gains) or losses on sales of                                      
    real estate                                  (88)      2,054         --
    Unusual item                                  --          --     27,184
   Less:                                                                   
    Minority interest portion of                                           
    depreciation and amortization             (3,007)     (2,900)    (2,645)
    Preferred dividends                      (12,694)     (1,490)        --
                                           ---------   ---------  ---------
   FFO of the Operating Partnership        $ 281,495   $ 197,909  $ 167,761
                                           =========   =========  =========
   FFO allocable to the Company            $ 172,468   $ 118,376  $  92,604
                                           =========   =========  =========

     Portfolio Data

     Operating statistics give effect to the Merger and are based upon the
business and properties of the Operating Partnership and DeBartolo Realty
Corporation 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 Ontario Mills and Charles Towne
Square.  Ontario Mills is a new value-oriented super-regional mall in a
category by itself.  The Operating Partnership intends to create a separate
reporting category for its Mills Properties in 1997, following the expected
openings of Grapevine Mills and Arizona Mills.  The Operating Partnership is
preparing to demolish the existing Charles Towne Square in order to convert the
property into a community center.

     Aggregate Tenant Sales Volume and Sales per Square Foot.  From 1993 to
1996, total reported retail sales at mall and freestanding GLA owned by the
Operating Partnership ("Owned GLA") in the regional malls and all reporting
tenants at community shopping centers increased 9.0% from $7,268 million to
$7,921 million, a compound annual growth rate of 2.9%.  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 Sales     Annual Percentage
     Year Ended December 31,         (in millions)           Increase
    ------------------------      ------------------  -----------------
              1996                      $7,921                 3.6%
              1995                       7,649                 0.5
              1994                       7,611                 4.7
              1993                       7,268                 N/A
  
     Regional mall sales per square foot increased 5.9% in 1996 to $290 as
compared to $274 in 1995.  In addition, sales per square foot of reporting
tenants operating for at least two consecutive years ("Comparable Sales")
increased from $278 to $298, or 7.2%, from 1995 to 1996.  The Company believes
its strong sales growth in 1996 is the result of its aggressive retenanting
efforts and the redevelopment of many of the Portfolio Properties.  Sales per
square foot at the community shopping centers decreased in 1996 to $187 as
compared to $194 in 1995.

    Occupancy Levels.  Occupancy levels for regional malls decreased slightly
from 85.5% at December 31, 1995, to 84.7% at December 31, 1996.  Occupancy
levels for community shopping centers also decreased, from 93.6% at December
31, 1995, to 91.6% at December 31, 1996.  The Company believes that occupancy
levels have been hampered by the magnitude of retail bankruptcies.  Owned GLA
has increased 30.2 million square feet from December 31, 1995, to December 31,
1996, primarily as a result of the Merger and the 1996 mall openings.

                                      Occupancy Levels        
                              ------------------------------
                                                 Community
               Year Ended                         Shopping
              December 31,     Regional Malls     Centers
             --------------    --------------  -------------
                  1996              84.7%           91.6%
                  1995              85.5            93.6
                  1994              85.6            93.9
                  1993              85.9            N/A
                                                      

     Tenant Occupancy Costs. Tenant occupancy costs as a percentage of sales
decreased from 11.6% in 1995 to 11.4% in 1996 in the regional mall portfolio.
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 16.8%, from $17.70 in 1993
to $20.68 in 1996.  In community shopping centers, average base rents of Owned
GLA increased 7.4%, from $7.12 in 1994 to $7.65 in 1996.

     The following highlights this trend:

                                Average Base Rent per Square Foot
                         ----------------------------------------------------
                               Mall and                           
                             Freestanding             Community        
          Year Ended          Stores at        %       Shopping        %
         December 31,       Regional Malls   Change    Centers      Change
         ------------      ---------------   ------   ---------     -------
             1996               $20.68        7.8%      $7.65         4.9%
             1995                19.18        4.4        7.29         2.4
             1994                18.37        3.8        7.12         N/A
             1993                17.70        5.0         N/A         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.

     Other
     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 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.
                                   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.


                                    Part IV 
 
 
Item 14.  Exhibits, Financial Statements, Schedules and Reports on Form 8-K 
 
(a)  (1)  Financial Statements                                           Page 
 
 
       Report of Independent Public Accountants                          N/A 
 
       Simon DeBartolo Group, Inc. Consolidated Balance Sheets           N/A 
       as of December 31, 1996 and 1995 
 
       Simon DeBartolo Group, Inc. Consolidated Statements of 
       Operations for the years ended December 31, 1996, 1995 and 1994  N/A 
 
       Simon DeBartolo Group, Inc. Consolidated Statements of Changes 
       in Shareholders' Equity for the years ended December 31, 1996, 
       1995 and 1994                                                    N/A 
        
       Simon DeBartolo Group, Inc. Consolidated Statements of Cash 
       Flows for the years ended December 31, 1996, 1995 and 1994       N/A 
        
        
       Notes to Financial Statements                                    N/A 
        
       (2) Financial Statement Schedules 
        
       Report of Independent Public Accountants                         N/A 
        
       Schedule III _ Schedule of Real Estate and Accumulated 
       Depreciation                                                     N/A 
        
       Notes to Schedule III                                            N/A 
        
       (3) Exhibits 
        
       The Exhibit Index attached hereto is hereby incorporated by 
       reference to this Item.                                          N/A 
        
(b)    Reports on Form 8-K 
        
       One Form 8-K was filed during the current period, on November 9, 
       1996.  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, 1996, in the 
       form of a Supplemental Information package.  A copy of the 
       package was included as an exhibit to the 8-K filing. 
 
            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, formerly Simon Property Group, Inc.) and 
subsidiaries as of December 31, 1996 and 1995, and the related consolidated 
statements of operations, shareholders' equity and cash flows for the years 
ended December 31, 1996, 1995 and 1994.  These financial statements are the 
responsibility of 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, 1996 and 1995, and the 
consolidated results of their operations and their cash flows for the years 
ended December 31, 1996, 1995 and 1994, in conformity with generally accepted 
accounting principles. 
 
 
 
 
                                                  ARTHUR ANDERSEN LLP 
Indianapolis, Indiana 
February 18, 1997 
                                        
Balance Sheets 
 Simon DeBartolo Group, Inc. Consolidated 
 
(Dollars in thousands, except per share amounts) 
 
                                                     December 31, 
                                                  1996         1995 
ASSETS:                                                                
Investment properties, at cost                 $5,301,021   $2,162,161 
  Less _ accumulated depreciation                 279,072      152,817 
                                                5,021,949    2,009,344 
Cash and cash equivalents                          64,309       62,721 
Restricted cash                                     6,110           -- 
Tenant receivables and accrued revenue, net       166,119      144,400 
Notes receivable from Management Company and       75,452      102,522 
affiliate 
Investment in partnerships and joint ventures,    394,409      117,332 
at equity 
Deferred costs, net                                91,925       81,398 
Other assets                                       46,567       30,985 
Minority interest                                  29,070        7,734 
Total assets                                   $5,895,910   $2,556,436 
                                                                       
LIABILITIES:                                                           
Mortgages and other notes payable              $3,681,984   $1,980,759 
Accounts payable and accrued expenses             170,203      113,131 
Accrued distributions                                  --       48,594 
Cash distributions and losses in partnerships      17,106       54,120 
and joint ventures, at equity 
Investment in Management Company and                8,567       20,612 
affiliates 
Other liabilities                                  72,876       19,582 
Total liabilities                               3,950,736    2,236,798 
                                                                       
COMMITMENTS AND CONTINGENCIES (Note 12 )                               
                                                                       
LIMITED PARTNERS' INTEREST IN OPERATING           640,283       86,692 
PARTNERSHIP 
                                                                       
SHAREHOLDERS' EQUITY:                                                  
                                                                       
Series A convertible preferred stock,                                  
4,000,000 shares authorized, issued 
  and outstanding                                  99,923       99,923 
                                                                       
      Series B cumulative redeemable preferred                      
           stock, 9,200,000 shares authorized, 
  8,000,000  issued and outstanding               192,989           -- 
                                                                       
   Common stock, $.0001 par value, 374,796,000                      
             shares authorized, 93,676,415 and 
  55,160,195 issued and outstanding at                  9            6 
December 31, 1996 and 1995, respectively 
                                                                       
       Class B common stock, $.0001 par value,                      
       12,000,000 shares authorized, 3,200,000 
  issued and outstanding                                1            1 
                                                                       
Class C common stock, $.0001 par value, 4,000                          
shares authorized, issued and 
  outstanding                                          --           -- 
                                                                       
Capital in excess of par value                  1,189,919      266,718 
Accumulated deficit                             (172,596)    (131,015) 
Unamortized restricted stock award                (5,354)      (2,687) 
Total shareholders' equity                      1,304,891      232,946 
Total liabilities, limited partners' equity                            
and shareholders' equity                       $5,895,910   $2,556,436 
                                                                       
The accompanying notes are an integral part of these statements. 
                                        
                                        
Statements of Operations 
Simon DeBartolo Group, Inc. Consolidated 
 
(Dollars in thousands, except per share amounts) 
 
                                         For the Year Ended December 31, 
REVENUE:                                                                  
Minimum rent                             $438,089    $307,857    $255,716 
Overage rent                               30,810      23,278      25,463 
Tenant reimbursements                     233,974     192,994     163,588 
Other income                               44,831      29,528      28,909 
Total revenue                             747,704     553,657     473,676 
                                                                          
EXPENSES:                                                                 
Property operating                        122,796      96,851      85,672 
Depreciation and amortization             135,780      92,739      75,945 
Real estate taxes                          69,173      53,941      44,502 
Repairs and maintenance                    38,077      24,614      22,940 
Advertising and promotion                  24,756      18,888      17,000 
Merger integration costs                    7,236          --          -- 
Provision for credit losses                 3,460       2,858       3,417 
Other                                      14,914      12,630       9,902 
Total operating expenses                  416,192     302,521     259,378 
OPERATING INCOME                          331,512     251,136     214,298 
                                                                          
INTEREST EXPENSE                          202,182     150,224     122,980 
NON-RECURRING INTEREST EXPENSE                 --          --      27,184 
INCOME BEFORE MINORITY INTEREST           129,330     100,912      64,134 
                                                                          
MINORITY INTEREST                         (4,300)     (2,681)     (3,759) 
                                                                          
GAIN ON SALE OF ASSETS, NET                    88       1,871          -- 
INCOME BEFORE UNCONSOLIDATED ENTITIES     125,118     100,102      60,375 
                                                                          
INCOME (LOSS) FROM UNCONSOLIDATED                                         
ENTITIES                                    9,545       1,403        (67) 
                                                                          
   INCOME OF THE OPERATING PARTNERSHIP 
BEFORE EXTRAORDINARY ITEMS                134,663     101,505      60,308 
                                                                          
EXTRAORDINARY ITEMS                       (3,521)     (3,285)    (17,980) 
                                                                          
INCOME OF THE OPERATING PARTNERSHIP       131,142      98,220      42,328 
                                                                          
LESS--LIMITED PARTNERS' INTEREST                                          
IN THE OPERATING PARTNERSHIP               45,887      38,949      18,951 
NET INCOME                                 85,255      59,271      23,377 
                                                                          
PREFERRED DIVIDENDS                        12,694       1,490          -- 
                                                                          
NET INCOME AVAILABLE TO COMMON                                            
SHAREHOLDERS                              $72,561     $57,781     $23,377 
                                                                          
EARNINGS PER COMMON SHARE:                                                
Income before extraordinary items           $1.02       $1.08       $0.71 
Extraordinary items                        (0.03)      (0.04)      (0.21) 
Net income                                  $0.99       $1.04       $0.50 
 
       The accompanying notes are an integral part of these statements. 
                                        
 
 
Statements of Shareholders' Equity 
 Simon DeBartolo Group, Inc. Consolidated 
 
 (Dollars in thousands) 
<TABLE>
                                              Common                                           Stock and
                                            Unamor-
                                             Class B                            tized    Total Share-
                      Series A   Series B   and Class  Capital in    Accum-   Restrict-    holders'
                      Preferred  Preferred   C Common   Excess of   ulated     ed Stock     Equity
                        Stock      Stock      Stock     Par Value   Deficit     Award
<C>                    <C>        <C>           <C>    <C>         <C>         <C>        <C>
Balance at
December 31, 1993          $--       $ --       $  5    $ 40,882   $(11,366)       $ --    $ 29,521
                                       
Common stock issued,
 net of
 issuance costs
(7,462,445 shares)                                 1     164,333                            164,334
                                       
Transfer out of
 limited partners'
 interest
 in the Operating
Partnership                                             (69,650)                           (69,650)
                                       
Net income                                                             23,377                 23,377

Distributions                                                        (90,275)               (90,275)

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
                                       
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 Merger
(37,873,965 shares)                                3     922,276                            922,279
                                       
Class C Common stock
 issued in
 connection with
Merger (4,000 shares)                                        100                                100
                                       
                                       
Common stock issued
 in connection with
 severance program
(70,074 shares)                                            1,841                              1,841
                                       
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      $ 99,923   $192,989        $10  $1,189,919  $(172,596)  $ (5,354)  $1,304,891
 
 
 The accompanying notes are an integral part of these statements. 
</TABLE>
  
  
 Statements of Cash Flows 
 Simon DeBartolo Group, Inc. Consolidated 
 
 (Dollars in thousands) 
                                                                              
                                               For the Year Ended December 31, 
                                        
                                                1996          1995      1994 
CASH FLOWS FROM OPERATING ACTIVITIES:                                           
  Net income                                     $85,255     $59,271    $23,377 
Adjustments to reconcile net income to                                          
net cash provided 
  by operating activities_                                                      
Depreciation and amortization                    143,582     101,262     83,196 
Loss on extinguishments of debt                    3,521       3,285     17,980 
Gain on sale of assets, net                         (88)     (1,871)         -- 
Limited partners' interest in Operating           45,887      38,949     18,951 
Partnership 
Straight-line rent                               (3,502)     (1,126)    (4,326) 
Minority interest                                  4,300       2,681      3,759 
Equity in income of unconsolidated               (9,545)     (1,403)         67 
entities 
Changes in assets and liabilities_                                              
Tenant receivables and accrued revenue           (6,422)       5,502    (3,908) 
Deferred costs and other assets                 (12,756)    (14,290)      1,099 
Accounts payable, accrued expenses and                                          
other liabilities                               (13,768)       2,076   (12,172) 
  Net cash provided by operating                 236,464     194,336    128,023 
activities 
                                                                                
CASH FLOWS FROM INVESTING ACTIVITIES:                                           
Acquisitions                                    (56,069)    (32,547)  (227,312) 
Capital expenditures                           (195,833)    (98,220)   (42,765) 
Cash from Merger and consolidation of                                           
joint ventures, net of Merger costs               37,053       4,346      8,924 
Decrease in restricted cash                        1,474          --         -- 
Proceeds from sale of assets                         399       2,550         -- 
Investments in unconsolidated entities          (62,096)    (77,905)    (1,056) 
Distributions from unconsolidated                                               
entities                                          36,786       6,214      5,842 
Investments in and advances to/(from)                                           
Management Company                                38,544    (27,117)   (10,405) 
Net cash used in investing activities          (199,742)   (222,679)  (266,772) 
                                                                                
CASH FLOWS FROM FINANCING ACTIVITIES:                                           
Proceeds from sales of common and                                               
preferred stock, net                             201,704     242,377    106,773 
Minority interest distributions                  (5,115)     (3,680)    (2,148) 
Distributions to shareholders                  (166,640)   (104,785)   (67,279) 
Distributions to limited partners               (90,763)    (72,941)   (53,432) 
Mortgage and other note proceeds, net of                                        
transaction costs                              1,293,582     456,520    405,430 
Mortgage and other note principal                                               
payments                                     (1,267,902)   (531,566)  (256,081) 
Net cash provided by (used in) financing                                        
activities                                      (35,134)    (14,075)    133,263 
                                                                                
INCREASE (DECREASE) IN CASH AND CASH                                            
EQUIVALENTS                                        1,588    (42,418)    (5,486) 
                                                                                
CASH AND CASH EQUIVALENTS, beginning of                                         
period                                            62,721     105,139    110,625 
                                                                                
CASH AND CASH EQUIVALENTS, end of period         $64,309     $62,721   $105,139 
 
       The accompanying notes are an integral part of these statements. 
                                        
                          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. 
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 Merger described in Note 3. 
 
     Simon DeBartolo Group, L.P. ("SDG, LP") is a subsidiary partnership of the 
Company.  Simon Property Group, L.P. ("SPG, LP") is a subsidiary partnership of 
SDG, LP and of the Company.  SDG, LP and SPG, LP are hereafter collectively 
referred to as the "Operating Partnership."  Prior to the Merger date, 
references to the Operating Partnership refer to SPG, LP only.  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, 1996, the Operating Partnership owns or holds an interest in 
186 income-producing properties, which consist of 113 regional malls, 65 
community shopping centers, three specialty retail centers, four mixed-use 
properties and one value-oriented super-regional mall in 33 states (the 
"Properties").  The Operating Partnership also owns interests in two specialty 
retail centers, two value-oriented super-regional malls and one community 
center currently under construction and six parcels of land held for future 
development.  At December 31, 1996, 1995 and 1994, the Company's ownership 
interest in the Operating Partnership was 61.4%, 61.0% and 56.4%, 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, 1996, 231 of the 
approximately 650 anchor stores in the Properties were occupied by JCPenney 
Company, Inc., Sears Roebuck & Co. and Dillard Department Stores, Inc.  An 
affiliate of JCPenney Company, Inc. is a limited partner in the Operating 
Partnership.  In addition, the Chief Operating Officer of Dillard Department 
Stores, Inc. 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, 
liabilities, 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") have been consolidated.  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 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.  In addition, the investment in a 
partnership which represents a 2% noncontrolling ownership interest in one 
Portfolio Property is accounted for using the cost method of accounting. 
 
     Net operating results of the Operating Partnership are allocated after 
preferred distributions (see Note 10), based on its partners' ownership 
interests.  The Company's weighted average ownership interest in the Operating 
Partnership during 1996, 1995 and 1994 was 61.2%, 60.3% and 55.6%, 
respectively.  At December 31, 1996 and 1995, the Company's ownership interest 
was 61.4% and 61.0%, respectively. 
 
     The following schedule identifies each Property included in the 
accompanying consolidated financial statements and the method of accounting 
utilized for each Property as of December 31, 1996: 
 
CONSOLIDATED METHOD: 
-------------------- 
REGIONAL MALLS                                    
                                                  
Alton Square             Great Lakes Mall        Prien Lake Mall 
Amigoland Mall           Greenwood Park Mall     Raleigh Springs Mall 
Anderson Mall            Gulf View Square        Randall Park Mall 
Barton Creek Square      Heritage Park Mall      Richardson Square 
Battlefield Mall         Hutchinson Mall         Richmond Mall 
Bay Park Square          Independence Center     Richmond Square 
Bergen Mall              Ingram Park Mall        Ross Park Mall 
Biltmore Square          Irving Mall             St. Charles Towne Center 
Boynton Beach Mall       Jefferson Valley Mall   South Park Mall 
Broadway Square          La Plaza Mall           Southern Park Mall 
Brunswick Square         Lafayette Square        Southgate Mall 
Castleton Square         Lima Mall               Southtown Mall 
Century Mall             Lincolnwood Town        Summit Mall 
                          Center 
Charles Towne Square     Longview Mall           Sunland Park Mall 
Chautauqua Mall          Machesney Park Mall     Tacoma Mall 
Cheltenham Square        Mall of the Mainland    Tippecanoe Mall 
Chesapeake Square        Markland Mall           Towne East Square 
Cielo Vista Mall         McCain Mall             Towne West Square 
College Mall             Melbourne Square        Treasure Coast Square 
Columbia Center          Memorial Mall           Tyrone Square 
Cottonwood Mall          Miami International     University Mall 
                          Mall                    (Arkansas) 
Crossroads Mall          Midland Park Mall       University Mall 
                                                  (Florida) 
Crystal River Mall       Miller Hill Mall        University Park Mall 
DeSoto Square            Mission Viejo Mall      Upper Valley Mall 
East Towne Mall          Mounds Mall             Valle Vista Mall 
Eastern Hills Mall       Muncie Mall             Virginia Center Commons 
Eastgate Consumer Mall   North East Mall         Washington Square 
Eastland Mall            North Towne Square      West Ridge Mall 
Forest Mall              Northgate Mall          White Oaks Mall 
Forest Village Park      Northwoods Mall         Wichita Mall 
 Mall 
Fremont Mall             Orange Park Mall        Windsor Park Mall 
Glen Burnie Mall         Paddock Mall            Woodville Mall 
Golden Ring Mall         Port Charlotte Town      
                         Center 
 
SPECIALTY RETAIL CENTERS       MIXED-USE PROPERTIES               
                                                                  
Forum Shops at Caesars, The    New Orleans Centre                 
Trolley Square                 O'Hare International Center        
                               Riverway                           
                                                                  
 
                                                     
COMMUNITY CENTERS                                    
 
Arvada Plaza             Griffith Park Plaza        New Castle Plaza 
Aurora Plaza             Grove at Lakeland Square,  North Ridge Plaza 
                         The 
Bloomingdale Court       Hammond Square             North Riverside Park 
                                                    Plaza 
Boardman Plaza           Highland Lakes Center      Northland Plaza 
Bridgeview Court         Ingram Plaza               Northwood Plaza 
Brightwood Plaza         Lake Plaza                 Park Plaza 
Bristol Plaza            Lake View Plaza            Regency Plaza 
Buffalo Grove Towne      Lima Center                St. Charles Towne 
Center                                              Plaza 
Celina Plaza             Lincoln Crossing           Teal Plaza 
Chesapeake Center        Mainland Crossing          Terrace at The Florida 
                                                    Mall 
Cohoes Commons           Maplewood Square           Tippecanoe Plaza 
Countryside Plaza        Markland Plaza             University Center 
East Towne Commons       Martinsville Plaza         Wabash Village 
Eastland Plaza           Marwood Plaza              Washington Plaza 
Forest Plaza             Matteson Plaza             West Ridge Plaza 
Fox River Plaza          Memorial Plaza             White Oaks Plaza 
Great Lakes Plaza        Mounds Mall Cinema         Wood Plaza 
Greenwood Plus                                       
 
EQUITY METHOD:                                    
-------------- 
REGIONAL MALLS         COMMUNITY CENTERS         VALUE-ORIENTED SUPER- 
                                                 REGIONAL MALL 
Aventura Mall          Cobblestone Court         Ontario Mills 
Avenues, The           Crystal Court              
Century III Mall       Fairfax Court             Mixed-Use Property 
Circle Centre          Gaitway Plaza             The Fashion Centre at 
                                                  Pentagon City 
Coral Square           Great Northeast Plaza      
Florida Mall, The      Plaza at Buckland         SPECIALTY RETAIL CENTER 
                        Hills, The 
Indian River Mall      Ridgewood Court           The Tower Shops 
Lakeland Square        Royal Eagle Plaza          
Lakeline Mall          Village Park Plaza         
Northfield Square      West Town Corners          
Palm Beach Mall        Westland Park Plaza        
Rolling Oaks Mall      Willow Knolls Court        
Seminole Towne Center  Yards Plaza, The           
Smith Haven Mall                                  
                                                  
COST METHOD:                                      
------------ 
REGIONAL MALL                                     
 
West Town Mall                                    
 
     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.  Mergers and Real Estate Acquisitions and Developments 
 
          Mergers 
 
     DRC.  On August 9, 1996, the Company acquired the national shopping center 
business of DRC (the "Merger") for an aggregate value of $3.0 billion.  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 
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 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 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 SDG, LP with 24.3% 
(37,873,965 Units in SPG, LP) of the outstanding partnership Units in SDG, 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 Merger, the Company directly 
and indirectly owned a controlling 61.2% (95,479,761 Units) partnership 
interest in SDG, LP. 
 
     For financial reporting purposes, the completion of the 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 has been allocated to the fair value of the assets and liabilities of 
DRP, LP at December 31, 1996.  Certain assumptions were made which management 
of the General Partners believes are reasonable.  Final adjustments to the 
purchase price allocation were not completed at December 31, 1996.  While no 
material changes to the allocation are anticipated, changes will be recorded in 
1997. 
 
     Although the Company was the accounting acquirer, SDG, LP (formerly DRP, 
LP) became the primary operating partnership through which the future business 
of the Company will be conducted.  As a result of the 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 is 
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 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 using the purchase method of accounting 
and for all pre-Merger comparative periods, and the financial statements of 
SDG, LP reflect the financial statements of SPG, LP as the predecessor to SDG, 
LP for financial reporting purposes. 
 
     It is currently expected that subsequent to the first anniversary of the 
date of the Merger, reorganizational transactions will be effected so that SDG, 
LP will directly own all of the assets and partnership interests now owned by 
SPG, LP.  However, there can be no assurance that such reorganizational 
transactions will be so effected. 
 
     MSA Realty Corporation ("MSAR").  On September 1, 1994, the Company issued 
an additional 1,799,945 shares of common stock in conjunction with the merger 
of MSAR.  Each outstanding share of MSAR common stock as of August 31, 1994, 
was converted into 0.31 shares of the Company's common stock.  The acquisition 
price, including related transaction costs, was $48,031.  The Company's 
investment in MSAR was contributed to the Operating Partnership for 1,799,945 
Units, which increased the Company's ownership of the Operating Partnership by 
1.0% to 56.4%.  As a result of the acquisition, the Operating Partnership now 
owns 100% of fourteen centers in which it previously held a 50% interest and 
substantially all of the ownership interest in one community shopping center in 
which it held a minority interest.  In addition, the Operating Partnership 
obtained a noncontrolling 50% interest in a regional mall.  This transaction 
was accounted for using the purchase method of accounting.  The purchase price 
in excess of the net assets acquired of $26,507 was allocated to investment 
properties.  The Operating Partnership's interest in the assets and liabilities 
of these centers prior to this transaction is reflected at predecessor cost. 
Subsequent to September 1, 1994, each of the Properties involved in this merger 
was accounted for using the consolidated method of accounting. 
 
          Acquisitions and Developments 
 
     Independence Center.  On December 1, 1994, the Operating Partnership 
acquired Independence Center in Independence, Missouri.  Included in the 
purchase are approximately 47 acres of undeveloped land adjacent to the mall. 
Under the terms of the sale, the Operating Partnership paid $51,413, including 
transaction costs, funded through the use of the Operating Partnership's credit 
facilities. 
 
     Broadway Square, Orange Park Mall and University Mall.  On December 29, 
1994, the Operating Partnership acquired Broadway Square in Tyler, Texas; 
Orange Park Mall in Jacksonville, Florida; and University Mall in Pensacola, 
Florida.  Under the terms of the sale, the Operating Partnership paid $153,874, 
including transaction costs, funded through the use of the Operating 
Partnership's credit facilities.  Included in the purchase price were 
approximately 14 acres and 10 acres of undeveloped land adjacent to Orange Park 
Mall and University Mall, respectively. 
 
     White Oaks Mall.  At the time of the Company's initial public offering in 
December 1993, the Teacher's Retirement System of the State of Illinois ("TRS") 
held an option to put its 50% general and limited partnership interests in 
White Oaks Mall in Springfield, Illinois, to the Operating Partnership.  TRS 
exercised this option on January 23, 1995, and the purchase closed February 23, 
1995.  The Units which TRS received upon exercise of the options were exchanged 
for 2,022,247 shares of common stock of the Company.  The Operating Partnership 
now owns 77% of White Oaks Mall.  The issuance of the additional shares 
increased the Company's ownership interest in the Operating Partnership by 1.0% 
to 57.6%.  The White Oaks Mall transaction, valued at $45,000, was accounted 
for using the purchase method of accounting.  The purchase price in excess of 
the net assets acquired of $10,905 was allocated to investment properties.  The 
Operating Partnership's interest in the assets and liabilities of this Property 
prior to this transaction is reflected at predecessor cost.  Effective February 
23, 1995, White Oaks Mall was being accounted for in the accompanying 
consolidated financial statements using the consolidated method of accounting. 
It was previously accounted for using the equity method of accounting. 
 
     Crossroads Mall.  Prior to July 31, 1995, the Operating Partnership held a 
50% joint venture interest in Crossroads Mall in Omaha, Nebraska.  On July 31, 
1995, the Operating Partnership acquired the remaining 50% ownership in the 
Property from Melvin Simon, Herbert Simon, and certain of their affiliates 
(collectively, the "Simons") in exchange for 120,000 Units.  The acquisition 
was reflected at predecessor cost.  Concurrent with the acquisition, a debt 
restructuring was completed which included the issuance of 1,200,000 shares of 
common stock of the Company to the lender (New York State Teachers' Retirement 
System) in exchange for a $30,000 reduction of the outstanding loan balance 
which included accrued interest.  In addition, the effective interest rate on 
the remaining balance of $41,400 was reduced from 10.5% to 7.75%.  The loan 
matures on July 31, 2002.  Effective July 31, 1995, Crossroads Mall was 
included in the accompanying consolidated financial statements using the 
consolidated method of accounting.  It was previously accounted for using the 
equity method of accounting. 
 
     The Shops at Sunset Place.  On August 15, 1995, the Operating Partnership 
acquired for $11,406 a controlling 75% joint venture interest in a 
redevelopment project to be named "The Shops at Sunset Place" in South Miami, 
Florida, using borrowings from its unsecured revolving credit facility.  The 
Operating Partnership began construction on this 500,000 square foot 
development property in November 1996, and it is scheduled for completion in 
1998.  The Operating Partnership expects to have construction financing for the 
majority of the development costs of this project in place before the end of 
the second quarter of 1997.  This project is included in the accompanying 
consolidated financial statements using the consolidated method of accounting. 
 
     East Towne Mall.  Prior to September 25, 1995, the Operating Partnership 
held a 45.0% joint venture interest in East Towne Mall in Knoxville, Tennessee. 
On September 25, 1995, the Operating Partnership acquired the remaining 
interest for $18,500 and the assumption of 55% of the $75,000 of existing 
mortgage debt.  In connection with the transaction, the Operating Partnership 
refinanced the $75,000 mortgage.  These transactions were funded through a new 
loan of $55,000 and $38,500 in borrowings from the Operating Partnership's 
unsecured revolving credit facility.  The transaction was accounted for using 
the purchase method of accounting.  The purchase price in excess of the net 
assets acquired of $21,982 was allocated to investment properties.  Effective 
September 25, 1995, East Towne Mall was included in the accompanying 
consolidated financial statements using the consolidated method of accounting. 
It was previously accounted for using the equity method of accounting. 
 
     The Mall at the Source.  On December 22, 1995, a joint venture, in which 
the Operating Partnership has a noncontrolling 50% joint venture interest 
acquired a development project located in Westbury (Long Island), New York, for 
$30,253. This transaction was initially financed using borrowings from the 
Operating Partnership's unsecured revolving credit facility.  When construction 
financing of $120,000 closed on this property in July 1996, the Operating 
Partnership was repaid its $27,500 loan.  The construction loan carries 
interest at LIBOR plus 170 basis points and matures on July 16, 2001. 
Construction commenced in February 1996 and this 730,000 square foot value- 
oriented retail center development is expected to open in the fall of 1997. 
This joint venture is being accounted for using the equity method of 
accounting. 
 
     Smith Haven Mall.  On December 28, 1995, a joint venture in which the 
Operating Partnership owns a noncontrolling 25% interest, purchased Smith Haven 
Mall, a 1.3 million square foot regional mall located in Lake Grove (Long 
Island), New York, for $221,000.  The Operating Partnership's contribution of 
$55,725 to the purchase price of $221,000 was financed using borrowings from 
the Operating Partnership's unsecured revolving credit facility.  On June 17, 
1996, the joint venture closed on a $115,000 interest-only mortgage maturing 
June 1, 2006.  Subsequently, the Operating Partnership received a reimbursement 
of $28,256 of its contribution.  This joint venture is being accounted for 
using the equity method of accounting. 
 
     Ross Park Mall.  Prior to April 11, 1996, the Operating Partnership held a 
50% joint venture interest in Ross Park Mall in Pittsburgh, Pennsylvania.  On 
April 11, 1996, the Operating Partnership acquired the remaining economic 
ownership interest.  The purchase price included approximately $44,000 cash and 
the assumption of the joint venture partner's share of existing debt ($57,000). 
The purchase price in excess of the net assets acquired of $49,074 was 
allocated to investment properties.  Effective April 11, 1996, the property is 
being accounted for using the consolidated method of accounting.  It was 
previously accounted for using the equity method of accounting. 
 
     Cottonwood Mall.  Cottonwood Mall opened on July 31, 1996, in Albuquerque, 
New Mexico.  This 1.0 million square foot regional mall is wholly-owned by the 
Operating Partnership.  The development costs were financed through a $60,000 
construction loan, which bore interest at the lower of the prime rate plus 25 
basis points or LIBOR plus 200 basis points and had a scheduled maturity of 
February 1, 1999.  On November 26, 1996, using proceeds from the sale of the 
Notes (See Note 8) the Operating Partnership retired the entire $57,000 
outstanding balance. 
 
     North East Mall.  Prior to October 4, 1996, the Operating Partnership held 
a 50% joint venture interest in North East Mall in Hurst, Texas.  On October 4, 
1996, in connection with the settlement of certain outstanding litigation, the 
Operating Partnership acquired for $12,100 an additional 20% limited 
partnership interest in North East Mall.  At the same time, the Operating 
Partnership exercised its option to acquire the remaining 30% limited 
partnership interest in North East Mall owned by the Simons in exchange for 
472,410 Units in the Operating Partnership, as well as the Simons' 50% general 
partnership interest which the Operating Partnership acquired for nominal 
consideration.  The Simons had previously contributed the right to receive 
distributions relating to its 50% general partnership interest to the Operating 
Partnership, in exchange for Units.  As a result of these transactions, the 
Operating Partnership owns 100% of North East Mall and accounts for it using 
the consolidated method of accounting. 
 
     Mills Developments.  On December 29, 1995, the Operating Partnership 
entered into arrangements with The Mills Corporation to develop value-oriented 
super-regional malls in Ontario (Los Angeles), California; Grapevine 
(Dallas/Fort Worth), Texas; and Tempe (Phoenix), Arizona.  Ontario Mills, a 
25%- 
owned, 1.3 million square foot super-regional mall, opened on November 14, 
1996, in Ontario, California.  The Operating Partnership financed its $15,000 
equity commitment for this project in 1996.  Grapevine Mills, a 37.5%-owned, 
1.5 million square foot development project, broke ground on July 10, 1996, and 
is expected to open in October 1997.  The Operating Partnership has a $14,000 
equity commitment on this $211,000 development project.  Arizona Mills, a 25%- 
owned, 1.2 million square foot development project, broke ground on August 1, 
1996, and is expected to open in November 1997.  The Operating Partnership has 
a $13,500 equity investment in this $183,000 development project.  These 
projects are being accounted for using the equity method of accounting. 
 
     Joint Venture Property Openings.  The Operating Partnership opened three 
new Joint Venture Properties during 1996.  Ontario Mills, described above, 
opened on November 14, 1996.  Indian River Mall opened on November 15, 1996, in 
Vero Beach, Florida.  The Operating Partnership has a noncontrolling 50.0% 
ownership interest in this approximately 750,000 square foot regional mall. 
The Tower Shops in Las Vegas, Nevada, also opened in November 1996.  The 
Operating Partnership has a noncontrolling 50.0% ownership interest in this 
approximately 60,000 square foot specialty retail center.  Each of these 
properties is being accounted for using the equity method of accounting. 
 
     The Operating Partnership also opened three new regional malls during 
1995.  Circle Centre opened on September 8, 1995, in Indianapolis, Indiana. 
The Operating Partnership has a 14.7% ownership interest in this approximately 
800,000 square foot regional mall. Seminole Towne Center opened on September 
22, 1995, in Sanford, Florida.  The Operating Partnership has a 45.0% ownership 
interest in this approximately 1.1 million square foot regional mall.  Lakeline 
Mall opened on October 18, 1995, in Austin, Texas.  The Operating Partnership 
has a noncontrolling 50.0% ownership interest in this approximately 1.1 million 
square foot regional mall.  Each of these regional malls is being accounted for 
using the equity method of accounting. 
 
          Pro Forma 
 
     The following unaudited pro forma summary financial information combines 
the consolidated results of operations of the Company as if the Merger had 
occurred as of January 1, 1995, and was carried forward through December 31, 
1996. 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 Merger had been consummated at January 1, 1995, nor does 
it purport to represent the future financial position and results of operations 
for future periods. 
 
                                                 Year Ended December 31, 
                                                 ------------------------ 
                                                       1996         1995     
                                                   -----------    -----------  
Revenue                                             $  956,407   $  889,714   
Net income of the Operating Partnership                155,007      164,534   
Net income available to holders of common stock         95,128       99,708   
Net income per share                                $     0.99   $     1.07   
Weighted average number of shares of common stock                             
outstanding                                        96,457,269   93,190,043 
 
4.  Summary of Significant Accounting Policies 
 
          Investment Properties 
 
     Investment Properties are recorded at the lower of cost (predecessor cost 
for Properties acquired from 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.  Investment Properties include costs of 
acquisition, development, 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 of 10 to 45 years, 
resulting in an average composite life of approximately 30 years.  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 1996, 1995 and 1994 was $5,831, 
$1,515 and $1,586, 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, 
                                         ----------------------- 
                                            1996         1995 
                                          ---------     --------- 
       Deferred financing costs           $  64,931     $  68,042 
       Leasing costs and other               97,380        88,094 
                                          ---------     --------- 
                                            162,311       156,136 
       Lessaccumulated amortization          70,386        74,738 
                                          ---------     --------- 
              Deferred costs, net         $  91,925     $  81,398 
                                          =========     ========= 
 
     Included in interest expense in the accompanying Consolidated Statements 
of Operations is amortization of deferred financing costs of $8,434, $8,523 and 
$7,251 for 1996, 1995 and 1994, 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. 
          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 1996, 1995 and 1994 was as follows: 
 
                         Balance at    Provision     Accounts      Balance at 
                         Beginning     for Credit     Written        End of 
        Year Ended        of Year        Losses         Off           Year 
   ------------------    ----------    ----------   ----------     ---------- 
                                                                    
   December 31, l996        $ 4,259       $ 3,460     $ (1,027)       $ 6,692 
                         ==========    ==========    ==========    ========== 
   December 31, l995        $ 2,943       $ 2,858     $ (1,542)       $ 4,259 
                         ==========    ==========    ==========    ========== 
   December 31, l994        $     -       $ 3,417     $   (474)       $ 2,943 
                         ==========    ==========    ==========    ========== 
 
          Income Taxes 
 
     In 1994 the Company made an election to be taxed as a real estate 
investment trust under Sections 856 through 860 of the Internal Revenue Code of 
1986, as amended, 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 1996, 1995, or 1994. 
 
          Per Share Data 
 
     The net income 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 1996, 1995 and 1994 was 73,585,602; 
55,312,078; and 47,012,447, respectively.  Units held by limited partners in 
SDG, LP may be exchanged for shares of common stock of the Company on a one-
for- 
one basis in certain circumstances (see Note 10).  Additionally, shares of the 
Company's Series A preferred stock are convertible into common stock of the 
Company after October 27, 1997.  The Company's Series B preferred stock is not 
convertible into common stock.  The outstanding stock options, the Units which 
are exchangeable for common stock of the Company and the shares of Series A 
preferred stock have not been considered in the computations of per share data 
as they did not have a dilutive effect. 
 
     It is the Company's policy, to accrue distributions when they are 
declared.  The Company declared distributions in 1996 aggregating $1.63 per 
share.  This includes a $0.1515 distribution on August 9, 1996, in connection 
with the Merger, designated to align the time periods of distribution payments 
of the merged companies.  Shareholders of record on August 7, 1996, received a 
distribution of $0.1515 per share.  The current annual distribution rate is 
$1.97 per share.  The following is a summary of distributions per share 
declared in 1996 and 1995, which represented a return of capital measured using 
generally accepted accounting principles: 
 
                                                                
                                         For the Year Ended 
                                            December 31, 
                                      ------------------------  
  Distributions per Share                1996         1995      
                                      ----------    ----------  
  From book net income                   $  0.99         $1.04   
  Representing return of capital            0.64          0.93   
                                      ----------    ----------   
          Total distributions            $  1.63         $1.97   
                                      ==========    ==========   
 
     On a federal income tax basis, 64% of the 1996 distributions and 25% of 
the 1995 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 as 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 $6,110 as of December 31, 1996.  Cash is restricted primarily for 
renovations, redevelopment and other activities of the 17 properties which 
collateralize commercial pass-through certificates (defined in Note 8).  There 
were no restrictions on cash and cash equivalents in 1995. 
 
     Cash paid for interest, net of any amounts capitalized, during 1996, 1995 
and 1994 were $197,796, $142,345 and $140,106 respectively.  The 1994 amount 
includes a $27,184 nonrecurring interest charge. 
 
          Noncash Transactions 
 
     In connection with the Employee Plan of the Company (see Note 11), on 
March 22, 1995, an aggregate of 1,000,000 shares of restricted stock was 
reserved for 50 executives, subject to the performance standards and other 
terms of the plan.  During 1996 and 1995, 200,030 and 144,196 shares of common 
stock were granted, respectively, under the Stock Incentive Program.  The value 
of these shares is being amortized pro-rata over the respective four-year 
vesting period.  Approximately $2,084 and $918 were amortized in 1996 and 1995, 
respectively, relating to this program. 
 
     Accrued and unpaid distributions on the Company's capital stock as of 
December 31, 1996 and 1995, were $0 and $47,104, respectively.  Accrued and 
unpaid dividends at December 31, 1995, included $1,490 on the Series A 
convertible preferred stock. 
 
          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, 
                                                 -------------------------- 
                                                    1996           1995 
                                                 -----------     ----------- 
     Land                                        $ 1,003,221     $   283,722 
     Buildings and improvements                    4,270,244       1,860,203 
                                                 -----------     ----------- 
      Total land, buildings and improvements       5,273,465       2,143,925 
                                                                             
     Furniture, fixtures and equipment                27,556          18,236 
                                                 -----------     ----------- 
      Investment properties at cost                5,301,021       2,162,161 
      Less_accumulated depreciation                  279,072         152,817 
                                                 -----------     ----------- 
      Investment properties at cost, net         $ 5,021,949     $ 2,009,344 
                                                 ===========     =========== 
 
 
     Building and improvements include $86,461 and $40,676 of construction in 
progress at December 31, 1996 and 1995, respectively. 
 
6.  Investment in Partnerships and Joint Ventures 
 
     As of December 31, 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 $232,927.  This Excess Investment is being amortized generally 
over the life of the related Properties.  Amortization included in income from 
unconsolidated entities for 1996 was $5,127. 
 
     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                               1996           1995 
 Assets:                                             ----------     ---------- 
   Investment properties at cost, net                $1,887,555     $1,156,066 
   Cash and cash equivalents                             61,267         52,624 
   Tenant receivables                                    58,548         35,306 
   Other assets                                          69,365         32,626 
                                                     ----------     ---------- 
  Total assets                                       $2,076,735     $1,276,622 
                                                     ==========     ========== 
 Liabilities and Partners' Equity:                                             
   Mortgages and other notes payable                 $1,121,804     $  410,652 
  Accounts payable, accrued expenses and other                                  
 liabilities                                            213,394        127,322 
                                                     ----------     ---------- 
  Total liabilities                                   1,335,198        537,974 
   Partners' equity                                     741,537        738,648 
                                                     ----------     ---------- 
  Total liabilities and partners' equity             $2,076,735     $1,276,622 
                                                     ==========     ========== 
 The Operating Partnership's Share of:                                         
   Total assets                                      $  602,084     $  290,802 
   Partners' equity                                  $  144,376     $   63,212 
   Add: Excess Investment                               232,927             -- 
  Operating Partnership's net Investment in Joint       
 Ventures                                            $  377,303     $   63,212 
                                                                               
 
                                        For the Year Ended December 31, 
 STATEMENTS OF OPERATIONS                  1996         1995         1994 
 Revenue:                                ---------    ---------    --------- 
   Minimum rent                          $ 144,166    $  83,905    $  92,380 
   Overage rent                              7,872        2,754        3,655 
   Tenant reimbursements                    73,492       39,500       45,440 
   Other income                             11,178       13,980       10,131 
                                         ---------    ---------    --------- 
  Total revenue                            236,708      140,139      151,606 
                                                                             
 Operating Expenses:                                                         
   Operating expenses and other             88,678       46,466       55,949 
   Depreciation and amortization            50,328       26,409       26,409 
                                         ---------    ---------    --------- 
  Total operating expenses                 139,006       72,875       82,358 
                                         ---------    ---------    --------- 
 Operating Income                           97,702       67,264       69,248 
 Interest Expense                           48,918       28,685       38,124 
 Extraordinary Items                       (1,314)      (2,687)           -- 
                                         ---------    ---------    --------- 
 Net Income                                 47,470       35,892       31,124 
Third-Party Investors' Share of Net                                          
 Income                                     38,283       30,752       30,090 
                                         ---------    ---------    --------- 
 The Operating Partnership's Share                                           
  of Net Income                          $   9,187    $   5,140    $   1,034 
 Amortization of Excess Investment           5,127           --           -- 
                                         ---------    ---------    --------- 
 Income from Unconsolidated Entities     $   4,060    $   5,140    $   1,034 
                                         =========    =========    ========= 
 
     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. 
 
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 the Simons.  The Management Company, including its consolidated 
subsidiaries, provides management, leasing, development, accounting, legal, 
marketing and management information systems services to 33 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 Merger, the Management Company purchased 95% of the 
voting stock (665 shares of common stock) of DeBartolo Property 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 1996.  The Operating Partnership paid a total of $2,383 to this wholly-owned 
subsidiary of the Management Company for insurance coverage during 1996.  The 
Management Company accounts for both DPMI and the captive insurance company 
using the consolidated method of accounting. 
 
     During 1995, the Operating Partnership advanced a net of $27,500 to the 
Management Company, which bears interest at 11%.  The proceeds were used to 
acquire a $27,500 mortgage note due from The Mall at the Source, in which the 
Operating Partnership has a noncontrolling 50% interest.  In July 1996, the 
joint venture which owns The Mall at the Source closed on a $120,000 
construction loan and retired the mortgage note.  The Management Company in 
turn repaid the Operating Partnership the $27,500 advanced in 1995.  The 
Management Company also liquidated in 1995 its interest in a partnership 
investment which held a 9.8-acre parcel of land in Rosemont, Illinois.  The 
sale of that parcel resulted in a loss of $958 to the Management Company. 
Further, an undeveloped two-acre parcel of land in Washington, D.C., for which 
the Management Company held a mortgage, was sold in December 1995.  The 
Management Company forwarded $11,000 of the net proceeds from this sale to the 
Operating Partnership in January 1996 to reduce its outstanding loan balance. 
The Management Company recorded a loss in connection with this transaction of 
$3,949. 
 
     Management, development and leasing fees charged to the Operating 
Partnership relating to the Minority Interest Properties were $6,916, $5,353 
and $2,352 for the years ended December 31, 1996, 1995 and 1994, respectively. 
Architectural, contracting and engineering fees charged to the Operating 
Partnership for 1996 were $21,650.  Fees for services provided by the 
Management Company to MSA were $4,000, $4,572 and $7,239 for the years ended 
December 31, 1996, 1995 and 1994, respectively, and are included in cost- 
sharing income and other in the Management Company's Statements of Operations. 
 
     At December 31, 1996 and 1995, total notes receivable and advances due 
from the Management Company and consolidated affiliates were $75,452 and 
$102,522, respectively.  The 1996 amount includes $11,474 due from DPMI. 
Unpaid interest income receivable from the Management Company at December 31, 
1996 and 1995, was $0 and $84, respectively.  All preferred dividends due from 
the Management Company were paid by December 31, 1996 and 1995.  These interest 
and preferred dividend receivables are reflected in tenant receivables and 
accrued revenue in the accompanying Consolidated Balance Sheets. 
 
     Summarized consolidated financial information of the Management Company, 
accounted for using the equity method, and a summary of the Operating 
Partnership's investment in and share of income (loss) from the Management 
Company follows. 
 
                                                     December 31, 
 BALANCE SHEETS                                   1996           1995 
 Assets:                                        ----------    ---------- 
   Current assets                               $   69,708    $   40,964 
   Undeveloped land and mortgage notes              16,177        45,769 
   Other assets                                     24,378        13,813 
                                                ----------    ---------- 
  Total assets                                  $  110,263    $  100,546 
                                                ==========    ========== 
 Liabilities and Shareholders' Deficit:                                  
   Current liabilities                          $   46,690    $   18,435 
  Notes payable and advances due to the                                   
 Operating Partnership at 11%, due 2008             75,452       102,522 
                                                ----------    ---------- 
  Total liabilities                                122,142       120,957 
   Shareholders' deficit                          (11,879)      (20,411) 
                                                ----------    ---------- 
 Total liabilities and shareholders' deficit                                    
                                                $  110,263    $  100,546 
                                                ==========    ========== 
 The Operating Partnership's Share of:                                   
   Total assets                                 $   96,316    $   80,437 
                                                ==========    ========== 
   Shareholders' deficit                        $ (13,567)    $ (20,612) 
                                                ==========    ========== 
 
                                          For the Year Ended December 31, 
 STATEMENTS OF OPERATIONS                  1996         1995         1994 
 Revenue:                                ---------    ---------    --------- 
   Management fees                       $  20,529    $  20,106    $  18,587 
 Architectural, contracting and             35,546           --           -- 
 engineering fees 
   Development and leasing fees             10,611       15,451        9,683 
   Cost-sharing income and other            11,979        7,561       10,077 
                                         ---------    ---------    --------- 
  Total revenue                             78,665       43,118       38,347 
                                                                             
 Expenses:                                                                   
 Operating expenses and costs of            60,508       31,163       27,944 
 construction 
   Depreciation                              2,852        2,275        1,406 
   Interest                                  6,232        7,694        8,623 
                                         ---------    ---------    --------- 
  Total expenses                            69,592       41,132       37,973 
                                         ---------    ---------    --------- 
 Operating Income                            9,073        1,986          374 
 Loss on Disposition of Assets                  --      (4,907)           -- 
                                         ---------    ---------    --------- 
 Net Income (Loss)                           9,073      (2,921)          374 
 Preferred Dividends                         1,400        1,400        1,400 
                                         ---------    ---------    --------- 
 Net Income (Loss) Available for                                             
   Common Shareholders                   $   7,673    $ (4,321)    $ (1,026) 
                                         =========    =========    ========= 
 The Operating Partnership's Share                                           
   of Net Income (Loss)                  $   7,025    $ (3,737)    $ (1,101) 
                                                                             
 Intercompany profit elimination             1,540           --           -- 
                                         ---------    ---------    --------- 
 The Operating Partnership's Share                                           
   of Net Income (Loss)                  $   5,485    $ (3,737)    $ (1,101) 
                                         =========    =========    ========= 
     
     The Operating Partnership manages all Wholly-Owned Properties and 
substantially all of the Minority Interest and Joint Venture Properties that 
were owned by DRC prior to the 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's Statements of Operations report 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 $29,262, $21,874 and $15,619 for 1996, 1995 and 
1994, respectively. 
 
     Amounts payable by the Operating Partnership under the cost-sharing 
arrangement and management contracts were $3,288 and $1,175 at December 31, 
1996 and 1995, respectively, and are reflected in accounts payable and accrued 
expenses in the accompanying Consolidated Balance Sheets. 
 
8.  Indebtedness 
 
     Mortgages and other notes payable consist of the following: 
 
                                                     December 31, 
                                                  1996          1995 
 Fixed-Rate Debt                               -----------   ----------- 
 ---------------                                                         
 Mortgages and other notes payable, net        $ 2,076,428   $ 1,232,360 
                                                                         
 Commercial mortgage pass-through                                        
  certificates, net                                377,650            -- 
                                                                         
 6 7/8% unsecured notes, net of $839                                     
  discount                                         249,161            -- 
                                                               
 6 3/4% putable asset trust securities,                                  
  including $1,472 premium                         101,472            -- 
                                               -----------   ----------- 
  Total fixed-rate Debt                          2,804,711     1,232,360 
                                                                         
 Variable-Rate Debt                                                      
 ------------------                                                      
 Mortgages and other notes payable, net        $   561,985   $   530,000 
                                                                         
 Credit facility                                   230,000       196,000 
                                                                         
 Commercial mortgage pass-through                                        
  certificates, net                                 85,288            -- 
                                                                         
 Construction loan                                      --        22,399 
                                               -----------   ----------- 
  Total variable-rate debt                          877,273       748,399 
                                               -----------   ----------- 
  Total mortgages and other notes payable      $ 3,681,984   $ 1,980,759 
                                               ===========   =========== 
 
          Fixed-Rate Debt 
 
     Mortgage Loans & Other Notes.  The fixed-rate mortgage loans and other 
notes bear interest ranging from 5.81% to 10.00% (weighted average of 7.68%), 
require monthly payments of principal and/or interest and have various due 
dates through 2026 (average maturity of 6.7 years).  Certain of the Properties 
are pledged as collateral to secure the related mortgage note.  The fixed and 
variable mortgage notes are nonrecourse but have partial guarantees by 
affiliates of approximately $506,406.  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 a provision in which the lender participates in a percentage of gross 
revenues above a specified base or after deduction of debt service and various 
expenses.  Contingent interest incurred under these arrangements was $1,645, 
$1,929 and $1,527 for the years ended December 31, 1996, 1995 and 1994, 
respectively.  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. 
 
     The Operating Partnership is currently in default on a loan where the 
Property's cash flow is insufficient to service the $40,700 loan (of which 
$6,600 is guaranteed and $34,100 is nonrecourse).  The Property and its related 
debt were assumed during the Merger.  The Operating Partnership is continuing 
negotiations with the lender. 
 
          Commercial Mortgage Pass-Through Certificates 
 
     DeBartolo Capital Partnership ("DCP"), a Delaware general partnership 
whose interest is owned 100% by affiliated entities, holds commercial mortgage 
pass-through certificates in the face amount of $453,546 at December 31, 1996. 
The commercial mortgage pass-through certificates bear interest at fixed-rates 
from 7.59% to 9.24% (weighted average 8.12%) and are due in April 2001.  The 
variable-rate certificates bear interest at LIBOR, subject to an interest rate 
swap agreement plus 56 basis points (5.31% at December 31, 1996), and are due 
in April 2001.  The debt is secured by assets of 17 of the Wholly-Owned 
Properties, and the debt's commercial mortgage pass-through certificate 
covenants require DCP to fund into escrow reserves for renovations, repairs and 
maintenance and tenant allowances, and to maintain minimum debt service 
coverage ratios (as defined) and other restrictive covenants.  DCP has obtained 
an extension to the cure period for a default related to one of the properties. 
The default provisions relate solely to one individual property and not to the 
remaining properties in the Securitized Debt Financing pool.  Management 
intends to complete the required changes within the extended cure period, which 
is expected to be extended to December 1998. 
 
     6 7/8% Unsecured Notes.  The nonconvertible investment-grade unsecured 
debt securities (the "Notes") were issued on November 21, 1996.  The Notes pay 
interest semiannually, mature in 2006, are guaranteed by SDG, LP and SPG, LP, 
and contain leverage ratios and minimum EBITDA and unencumbered EBITDA ratios. 
The Notes were issued under the Operating Partnership's $750,000 shelf 
registration which became effective in November 1996, of which $500,000 remains 
available. 
 
     6 3/4% Putable Asset Trust Securities (PATS).  The PATS, issued December 
1996, pay interest semiannually at 6.75% and mature in 2003.  The notes, 
pursuant to Rule 144A under the Securities Act of 1933, are guaranteed by SPG, 
LP and contain leverage ratios and minimum EBITDA and unencumbered EBITDA 
ratios. 
 
     $500,000 Shelf Registration. SPG, LP has a $500,000 debt shelf 
registration which became effective December 1995.  At December 31, 1996, no 
securities have been issued under this registration statement. 
 
          Variable-Rate Debt 
 
     Mortgages and Other Notes.  The variable-rate mortgage loans and other 
notes bear interest ranging from 5.31% to 7.59% (weighted average of 6.30% at 
December 31, 1996) and are due at various dates through 2002 (average maturity 
of 2.6 years).  Certain of the Properties are subject to the 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.  On September 27, 1996, the Operating Partnership 
obtained a $750,000 three-year unsecured facility (the "Credit Facility") which 
has a one-year extension available at the option of the Operating Partnership. 
The Credit Facility bears interest at LIBOR plus 90 basis points and is 
guaranteed by the Operating Partnership.  The maximum and average amounts 
outstanding during 1996 under the Credit Facility were $438,000 and $292,350, 
respectively.  The Credit Facility is primarily used for funding acquisition, 
renovation and expansion and predevelopment opportunities.  At December 31, 
1996, the Credit Facility had an interest rate of 6.43%, with $510,000 
available after outstanding borrowings and letters of credit.  The Credit 
Facility contains financial covenants relating to a market capitalization 
value, minimum EBITDA and unencumbered EBITDA ratios and minimum equity values. 
 
     On January 31, 1997, the Operating Partnership completed a refinancing 
transaction involving debt on four unconsolidated Joint Venture Properties. 
The transaction consisted of the payoff of one loan totaling $43,375, the 
buyout of the contingent interest feature on all four loans for $21,000 and a 
restatement of the interest amount on the three remaining loans.  This 
transaction was funded using the Credit Facility. 
 
          Debt Maturity and Other 
 
     As of December 31, 1996, scheduled principal repayments on indebtedness 
were as follows: 
 
         1997                                          $    49,829 
         1998                                              367,699 
         1999                                              476,255 
         2000                                              395,147 
         2001                                              659,950 
         Thereafter                                      1,720,645 
                                                      ------------ 
         Total principal maturities                      3,669,525 
         Net unamortized debt premiums                      12,459 
                                                      ------------ 
         Total mortgages and other notes payable       $ 3,681,984 
                                                      ============ 
 
     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 $1,121,804 and 
$410,652 of mortgages and other notes payable at December 31, 1996 and 1995, 
respectively.  The Operating Partnership's share of this debt was $448,218 and 
$167,644 at December 31, 1996 and 1995, respectively.  This debt becomes due in 
installments over various terms extending to January 1, 2006, with interest 
rates ranging from 5.72% to 9.52% (weighted average rate of 7.24% at December 
31, 1996).  The debt matures $15,224 in 1997, $177,168 in 1998, $261,980 in 
1999, $79,446 in 2000, $66,683 in 2001 and $521,303 thereafter. 
 
     Net extraordinary losses of $3,521, $3,285 and $17,980 for the years ended 
December 31, 1996, 1995 and 1994, respectively, were incurred, resulting from 
the early extinguishment or refinancing of debt. 
 
          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 $394,079 principal amount of debt 
and cap LIBOR at rates ranging from 5.0% to 8.7%  through the related debt's 
maturity.  Swap arrangements, which effectively fix the Operating Partnership's 
interest rate on the respective borrowings, have been entered into for $217,682 
principal amount of debt, with various maturities through March 2001.  Costs of 
the caps ($7,792) are amortized over the life of the agreements.  The 
unamortized balance of the cap arrangements was $3,343 as of December 31, 1996. 
The Operating Partnership's hedging activity as a result of interest swaps and 
caps resulted in interest savings of $2,165 and $3,528 for the years ended 
December 31, 1996 and 1995, respectively.  This did not materially impact the 
Operating Partnership's weighted average borrowing rate. 
 
          Fair Value of Financial Instruments 
 
     SFAS No. 107 requires disclosure about fair value for all financial 
instruments.  The carrying value of variable-rate mortgages and other loans and 
interest rate protection agreements represents their fair values.  The fair 
value of fixed-rate mortgages and other notes payable was approximately 
$3,000,000 and $1,375,000 at December 31, 1996 and 1995, respectively.  The 
fair value of the interest rate protection agreements at December 31, 1996 and 
1995, was $5,616 and $3,900, respectively.  At December 31, 1996 and 1995, the 
estimated discount rates were 7.25% and 7.00%, respectively. 
 
9.  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, 1996, are as 
follows: 
 
               1997                          $   475,751 
               1998                              440,017 
               1999                              398,641 
               2000                              351,520 
               2001                              303,979 
               Thereafter                      1,190,176 
                                             ----------- 
                                             $ 3,160,084 
                                             =========== 
 
     Approximately 2.3% of future minimum rents to be received are attributable 
to leases with JCPenney, Inc., an affiliate of a limited partner in the 
Operating Partnership. 
 
10.  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 4,000,000 shares of Series A 
preferred stock, 9,200,000 shares of Series B preferred stock, 374,796,000 
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. 
 
     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 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. 
 
     In January 1995, the Company filed a shelf registration with the 
Securities and Exchange Commission covering 15,000,000 shares of common stock. 
In April 1995, 6,000,000 of these shares were sold in an underwritten offering. 
In May 1995, the underwriters closed on a portion (241,854 shares) of the over- 
allotment option granted them in connection with the above offering.  Proceeds 
from these transactions were used to repay debt.  As a result of these 
transactions, the Company's ownership in the Operating Partnership increased 
from 57.7% to 60.5%.  Pro forma earnings per share for 1995 would still have 
been $1.04 if the 6,000,000 common share offering and the over-allotment 
offering had occurred at the beginning of the year. 
 
     On February 10, 1995, one of the Operating Partnership's limited partners 
exchanged its 212,114 Units for 212,114 shares of common stock. 
 
     On July 31, 1995, the Company filed a shelf registration statement that 
became effective October 17, 1995, for 4,205,438 shares of common stock.  The 
shares relate to the shares issuable upon conversion of Units held by existing 
limited partners of the Operating Partnership (3,005,438 shares) and to the 
shares of common stock issued in connection with the Crossroads Mall 
transaction. 
 
     On October 27, 1995, the Company completed a $100,000 private placement of 
4,000,000 shares of Series A preferred stock.  Dividends on the preferred stock 
are paid quarterly at the greater of 8.125% per annum or the dividend rate 
payable under the underlying common stock.  The holders of the preferred stock 
have the right to convert the preferred stock into common stock after two years 
at an initial conversion ratio equal to 0.9524.  The Company may redeem the 
preferred stock after five years upon payment of premiums that decline to 
$25.00 per share over the following seven years.  The holders of the preferred 
stock are entitled to vote on all matters submitted to a vote of holders of 
common stock, based on the number of shares of common stock into which the 
preferred stock can be converted.  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 December 21, 1995, a limited partner in the Operating Partnership 
exchanged 121,348 Units for 121,348 shares of common stock. 
 
     As described in Note 3, in connection with the Merger on August 9, 1996, 
the Company issued 37,873,965 shares of common stock and 4,000 shares of Class 
C common stock for the acquisition of DRC. 
 
     On September 27, 1996, the Company completed a $200,000 public offering 
(the "Preferred 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. 
 
          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 
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 and, therefore, the 
standard will not have an effect on the consolidated financial statements. The 
impact on pro forma net income and earnings per share as a result of applying 
the intrinsic value method was not material. 
 
     Information relating to the Stock Option Plans from January 1, 1994 
through December 31, 1996 is as follows: 
<TABLE>
 

                                               Director Plan              Employee Plan
                                         -------------------------  ------------------------Option
                                                      Price                     Option Price
                                           Options    per Share       Options    per Share
                                           ---------  --------------   ---------  --------------
<S>                    <C>                  <C>      <C>              <C>        <C>    <S><C>
Shares under option at January 1, 1994       25,000        $  22.25    735,000        $  22.25
Granted                                      15,000           27.00   1,363,272   23.44 - 25.25
Exercised                                         -               -          -               -
Forfeited                                         -               -   (28,125)           23.44
                                           ---------  --------------   ---------  --------------
Shares under option at December 31, 1994     40,000   22.25 - 27.00   2,070,147   22.25 - 25.25

Granted                                      15,000       24.94 (1)          -               -

Exercised                                         -               -    (6,876)           23.44

Forfeited                                         -               -   (49,137)   23.44 - 25.25

                                           ---------  --------------   ---------  --------------
Shares under option at December 31, 1995     55,000  $22.25 - 27.00   2,014,134  $22.25 - 25.25
Granted                                      40,000       24.37 (1)          -               -
Exercised                                   (5,000)           24.75   (367,151)   24.88 - 30.75
Forfeited                                         -               -   (24,000)   23.44 - 25.25
                                           ---------  --------------   ---------  --------------
Shares under option at December 31, 1996     90,000  $22.25 - 27.38   1,622,983  $22.25 - 25.25
                                           =========  ==============   =========  ==============
Options exercisable at December 31, 1996     50,000      $24.59 (1)   1,496,117    $22.97 (1)
                                           =========  ==============   =========  ==============
Shares available for grant at
 December 31, 1996                           5,000                   1,597,990
                                           =========                   =========
</TABLE>
 
     (1) Represents the 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 restricted stock 
award shares have been granted to certain employees at no cost.  The 
outstanding restricted stock award shares vest in four installments of 25% each 
on January 1 of each year following the year in which the restricted shares are 
awarded.  The cost of restricted stock awards, based on the stock's fair market 
value at the determination dates, is charged to shareholders' equity and 
subsequently amortized against earnings of the Operating Partnership over the 
vesting period. 
 
     In March 1995, an aggregate of 1,000,000 shares of restricted stock was 
allocated to 50 executives, subject to the performance standards and other 
terms of the Stock Incentive Program.  During 1996 and 1995, 200,030 and 
144,196 shares of common stock, respectively, were granted under the Stock 
Incentive Program.  Approximately $2,084 and $918 relating to this program were 
amortized in 1996 and 1995, respectively. 
 
     Under the terms of the second stock incentive plan, which was originated 
by DRC prior to the Merger (the "DRC Plan"), 2,108,000 shares of common stock 
are available for grant, subject to certain performance standards and other 
terms of the plan.  A total of 1,865,240 shares of common stock have been 
approved by the Compensation Committee of the Board of Directors.  The DRC Plan 
was recently amended so that its terms and conditions are substantially the 
same as those of the Stock Incentive Program. 
 
          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 60,974,050 shares of common stock for 
possible issuance upon the exchange of Units. 
 
11.  Employee Benefit Plans 
 
     The Operating Partnership and affiliated entities currently maintain two 
tax-qualified retirement 401(k) savings plans.  The second plan is in place as 
a result of the Merger.  The two plans will be merged into one plan effective 
in 1997.  Under the plans, 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 one plan provides annual 
contributions of 3% of eligible employees' compensation.  The Operating 
Partnership contributed $2,350, $1,716 and $1,628 to the plans in 1996, 1995 
and 1994, respectively. 
 
     Except for the 401(k) plans, the Company offers no other postretirement or 
postemployment benefits to its employees. 
 
12.  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 DeBartolo Properties Management, Inc., 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 Plan and that 
these grants immediately vested under the DRC Plan's "change in control" 
provision as a result of the 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 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, and 
pretrial proceedings have just commenced.  The Company is of the opinion that 
it has meritorious defenses and accordingly intends to defend this action 
vigorously.  While it is difficult for the Company to predict the outcome of 
this litigation at this stage based on the information known to the Company to 
date, the Company does not expect 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.  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. 
 
          Financing Commitments 
 
     The Operating Partnership has agreed to equity funding commitments of 
$14,000 and $31,103 relating to the construction of Grapevine Mills and The 
Mall at the Source, respectively.  The Operating Partnership had satisfied 
$24,241 of its commitment on The Mall at the Source at December 31, 1996. 
 
          Lease Commitments 
 
     As of December 31, 1996, a total of 29 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, 1996, 1995 and 1994, was $8,506, 
$6,700 and $5,808, 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: 
 
                  1997                    $   6,153 
                  1998                        6,146 
                  1999                        6,152 
                  2000                        6,162 
                  2001                        6,057 
                  Thereafter                364,756 
                                          --------- 
                                          $ 395,426 
                                          ========= 
          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. 
 
          Other 
 
     The Operating Partnership's partner in Rolling Oaks Mall has the right to 
transfer its ownership interest to the Operating Partnership in exchange for 
Units based on the fair market value of the ownership interest at the time of 
the exchange.  This right expires on January 1, 2002.  Rolling Oaks Mall is a 
Joint Venture Property accounted for using the equity method of accounting. 
 
13.  Quarterly Financial Data (Unaudited) 
 
Summarized quarterly 1996 and 1995 data is as follows: 
<TABLE>
 
                               First      Second       Third       Fourth
                              Quarter     Quarter     Quarter      Quarter      Total
           1996              ---------   ---------   ---------    ---------   --------------
--------------------
<S>                          <C>         <C>          <C>         <C>         <C>
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
share                             0.23        0.23         0.20        0.33        1.02
Net income per share         $    0.23   $    0.23    $    0.18   $    0.32   $    0.99

           1995
--------------------------
Total revenue                $ 129,490   $ 130,765    $ 138,042   $ 155,360   $ 553,657
Operating income                58,865      58,115       64,191      69,965     251,136
Income of the Operating
Partnership before
extraordinary items             22,207      23,528       26,946      28,824     101,505
Net income available to
common shareholders             12,647      13,947       14,774      16,413      57,781
Net income before
extraordinary items per
share                             0.26        0.25         0.28        0.29        1.08
Net income per share         $    0.26   $    0.25    $    0.25   $    0.28   $    1.04
 
     Primarily due to the cyclical nature of earnings available for common 
stock and the issuance of 37,873,965 additional shares of common stock in 
connection with the Merger, the sum of the quarterly earnings per share in 1996 
varies from the annual earnings per share. 
</TABLE>
 
 
                                  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 18, 1997 
 
     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 18, 1997 
----------------------------       and Director (Principal     
David Simon                        Executive Officer) 
                                                               
/s/ Herbert Simon                 Co-Chairman of the Board    March 18, 1997 
----------------------------       of Directors 
Herbert Simon 
                                                               
/s/ Melvin Simon                  Co-Chairman of the Board    March 18, 1997 
----------------------------       of Directors 
Melvin Simon                                                   
                                                               
/s/ Richard Sokolov               President, Chief            March 18, 1997 
----------------------------       Operating Officer 
Richard Sokolov                    and Director                
                                                               
/s/ Edward J. DeBartolo, Jr.      Director                    March 18, 1997 
----------------------------                                   
Edward J. DeBartolo, Jr. 
                                                               
/s/ M. Denise DeBartolo York      Director                    March 18, 1997 
----------------------------                                   
M. Denise DeBartolo York 
                                                               
/s/ Birch Bayh                    Director                    March 18, 1997 
----------------------------                                   
Birch Bayh 
                                                               
/s/ William T. Dillard, II        Director                    March 18, 1997 
----------------------------                                   
William T. Dillard, II 
                                                               
/s/ G. William Miller             Director                    March 18, 1997 
----------------------------                                   
G. William Miller 
                                                               
/s/ Fredrick W. Petri             Director                    March 18, 1997 
----------------------------                                   
Fredrick W. Petri 
                                                               
/s/ Terry S. Prindiville          Director                    March 18, 1997 
----------------------------                                   
Terry S. Prindiville 
                                                               
/s/ J. Albert Smith               Director                    March 18, 1997 
----------------------------                                   
J. Albert Smith 
                                                               
/s/ Philip J. Ward                Director                    March 18, 1997 
----------------------------                                   
Philip J. Ward 
                                                               
/s/ Stephen E. Sterrett           Treasurer (Principal        March 18, 1997 
----------------------------       Financial Officer) 
Stephen E. Sterrett                                            
                                                               
/s/ Dennis L. Cavanagh            Senior Vice President,      March 18, 1997 
----------------------------       Financial Services 
Dennis L. Cavanagh                (Principal Accounting        
                                   Officer) 
                                                               
 
            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. (formerly 
Simon Property Group, Inc.) included in this Form 10-K, and have issued our 
report thereon dated February 18, 1997.  Our audit was made for the purpose of 
forming an opinion on the basic financial statements taken as a whole.  The 
schedule is the responsibility of Simon DeBartolo Group, Inc.'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. 
 
 
 
 
                                                  ARTHUR ANDERSEN LLP 
Indianapolis, Indiana, 
February 18, 1997 
 
<TABLE>
 
 
                           SIMON DeBARTOLO GROUP, INC. 
                    REAL ESTATE AND ACCUMULATED DEPRECIATION 
                                December 31, 1996 
                                  SCHEDULE III 
                             (Dollars in thousands) 
 
 
                                                      Cost Capitalized     Gross Amounts At
                                                       Subsequent to        Which Carried
                                     Initial Cost       Acquisition        At Close of Period
                                 -------------------- -----------------    ------------------
                                          Buildings         Buildings               Buildings               Accum-
                                             and               and                     and                  ulated
                         Encum-             Improve-          Improve-               Improve-              Depre-     Date of
Name, Location         brances     Land     ments     Land     ments         Land     ments     Total     ciation  Construction
                                       
 Regional Malls
<S>               <C>        <C>       <C>         <C>      <C>        <C>         <C>        <C>         <C>       <C>  <C>   <C>
Alton Square,             $0     $154      $7,641       $0    $1,174         $154      $8,815    $ 8,969      $917  1993 (Note 3)
Alton, IL
Amigoland Mall,            0    1,045       4,518        0       875        1,045       5,393      6,438     1,085  1974          
Brownsville, TX
Anderson Mall,        19,000    1,838      18,122    1,363     1,785        3,201      19,907     23,108     2,752  1972          
Anderson, SC
Barton Creek          63,549    4,413      20,699      771    15,849        5,184      36,548     41,732     4,058  1981          
Square, Austin,
TX
Battlefield Mall,     50,724    4,040      29,783    3,225    29,388        7,265      59,171     66,436     6,980  1976          
Springfield, MO
Bay Park Square,      11,961    6,997      25,623        0         0        6,997      25,623     32,620       310  1996 (Note 4)
Green Bay, WI
Bergen Mall,               0   11,020      92,541        0     3,962       11,020      96,503    107,523       686  1996 (Note 4)
Paramus, NJ
Biltmore Square,      28,265   10,907      19,315        0        78       10,907      19,393     30,300       234  1996 (Note 4)
Asheville, NC
Boynton Beach              0   33,758      67,710        0        26       33,758      67,736    101,494       836  1996 (Note 4)
Mall, Boynton
Beach, FL
Broadway Square,           0   11,470      32,450        0     1,327       11,470      33,777     45,247     2,042  1994 (Note 3)
Tyler, TX
Brunswick Square,     22,927    8,436      55,838        0       373        8,436      56,211     64,647       674  1996 (Note 4)
East Brunswick,
NJ
Castleton Square,          0   45,011      80,963        0        93       45,011      81,056    126,067       981  1996 (Note 4)
Indianapolis, IN
Century Consumer           0                                                
Mall,
Merrillville, IN           0    2,190       9,589        0     1,314        2,190      10,903     13,093     2,054  1992 (Note 3)
Charles Town               0      539       2,825      500       530        1,039       3,355      4,394       575  1976          
Square,
Charleston, SC
Chautauqua Mall,       4,984    3,258       9,659        0     2,499        3,258      12,158     15,416       111  1996 (Note 4)
Lakewood, NY
Cheltenham            16,945   14,226      43,799        0         0       14,226      43,799     58,025       528  1996 (Note 4)
Square,
Philadelphia, PA
Chesapeake            52,576   11,533      70,461        0         5       11,533      70,466     81,999       847  1996 (Note 4)
Square,
Chesapeake, VA
Cielo Vista Mall,     58,652    1,307      18,512      608    12,621        1,915      31,133     33,048     5,267  1974          
El Paso, TX
College Mall,         43,429    1,012      16,245      722    16,298        1,734      32,543     34,277     4,790  1965          
Bloomington, IN
Columbia Center,      43,369   27,170      58,185        0       517       27,170      58,702     85,872       742  1996 (Note 4)
Kennewick, WA
Cottonwood Mall,           0        0           0   12,555    69,173       12,555      69,173     81,728     1,337  1993          
Albuquerque, NM
Crossroads Mall,      41,440      884      37,293      409    21,636        1,293      58,929     60,222     2,619  1994 (Note 3)
Omaha, NE
Crystal River         16,000   11,679      14,252        0       228       11,679      14,480     26,159       171  1996 (Note 4)
Mall, Crystal
River, FL
DeSoto Square,        40,869    9,531      52,716        0     2,050        9,531      54,766     64,297       641  1996 (Note 4)
Bradenton, FL
East Towne Mall,      55,000    5,269      22,965    3,699    20,083        8,968      43,048     52,016     2,216  1984          
Knoxville, TN
Eastern Hills         40,869   15,444      47,604        0        77       15,444      47,681     63,125       604  1996 (Note 4)
Mall, Buffalo, NY
Eastgate Consumer     25,429      425       4,722      187     2,826          612       7,548      8,160     2,683  1991 (Note 3)
Mall,
Indianapolis, IN
Eastland Mall,        30,000    3,124      24,035      518     5,692        3,642      29,727     33,369     3,341  1986          
Tulsa, OK
Forest Mall, Fond     12,800      754       4,498        0       903          754       5,401      6,155     1,035  1973          
Du Lac, WI
Forest Village        20,600    1,212       4,625      757     3,401        1,969       8,026      9,995     1,171  1980          
Park,
Forestville, MD
Fremont Mall,              0       26       1,280      265     1,718          291       2,998      3,289       237  1983          
Fremont, NE
Glen Burnie Mall,      6,978    7,422      22,878        0         0        7,422      22,878     30,300       275  1996 (Note 4)
Glen Burnie, MD
Golden Ring Mall,     29,750    1,130       8,955      572     8,436        1,702      17,391     19,093     2,486  1974 (Note 3)
Baltimore, MD
Great Lakes Mall,     62,856   14,608     100,362        0       318       14,608     100,680    115,288     1,216  1996 (Note 4)
Cleveland, OH
Greenwood Park        36,374    2,606      23,500    5,275    50,895        7,881      74,395     82,276     8,648  1977          
Mall, Greenwood,
IN
Gulf View Square,     38,600   13,689      39,997        0        11       13,689      40,008     53,697       481  1996 (Note 4)
Port Richey, FL
Heritage Park,             0      598       6,213        0       705          598       6,918      7,516     1,118  1978          
Midwest City, OK
Hutchinson Mall,      11,523    1,777      18,427        0     2,174        1,777      20,601     22,378     2,753  1985          
Hutchison, KS
Independence                                                   
Center,
Independence, MO           0    5,539      45,822        0     2,080        5,539      47,902     53,441     2,838  1994 (Note 3)
Ingram Park Mall,     56,107      820      17,182      169    11,562          989      28,744     29,733     4,167  1979          
San Antonio, TX
Irving Mall,          43,375    6,736      17,479    2,533    10,673        9,269      28,152     37,421     4,966  1971          
Irving, TX
Jefferson Valley      50,000    4,869      30,304        0     2,649        4,869      32,953     37,822     4,240  1983          
Mall, Yorktown,
NY
La Plaza,             50,526    2,194       9,828        0     2,042        2,194      11,870     14,064     1,571  1976          
McAllen, TX
Lafayette Square,          0   25,546      43,294        0     1,988       25,546      45,282     70,828       483  1996 (Note 4)
Indianapolis, IN
Lima Mall, Lima,      19,412    7,910      35,495        0       219        7,910      35,714     43,624       431  1996 (Note 4)
OH
Lincolnwood Town                                             
Center,
Lincolnwood, IL       63,000   11,197      63,490       28         0       11,225      63,490     74,715     5,926  1990          
Longview Mall,        22,100      278       3,602      124     2,437          402       6,039      6,441     1,208  1978          
Longview, TX
Machesney Park             0      613       7,460      120     3,025          733      10,485     11,218     1,683  1979          
Mall, Rockford,
IL
Mall of the           40,706    1,861       4,708        0         0        1,861       4,708      6,569        57  1996 (Note 4)
Mainland,
Galveston, TX
Markland Mall,        10,000        0       7,568        0       901            0       8,469      8,469       913  1983          
Kokomo, IN
Mc Cain Mall, N.      26,304        0       9,515        0     5,303            0      14,818     14,818     2,856  1973          
Little Rock, AK
Melbourne Square,     40,214   20,552      51,110        0        48       20,552      51,158     71,710       616  1996 (Note 4)
Melbourne, FL
Memorial Mall,             0      175       4,881        0       624          175       5,505      5,680       740  1980          
Sheboygan, WI
Miami                 47,500   18,685      69,959        0        22       18,685      69,981     88,666     9,104  1996 (Note 4)
International
Mall, Miami, FL
Midland Park          22,500      704       9,613        0     2,510          704      12,123     12,827     1,996  1980          
Mall, Midland, TX
Miller Hill Mall,     34,500    2,537      18,114        0     1,522        2,537      19,636     22,173     2,556  1973          
Duluth, MN
Mission Viejo              0    9,139      54,445        0     9,595        9,139      64,040     73,179       701  1996 (Note 4)
Mall, Mission
Viejo, CA
Mounds Mall,               0        0       2,689        0     1,536            0       4,225      4,225       681  1964          
Anderson, IN
Muncie Mall,          44,000      210       5,964        0    12,906          210      18,870     19,080     1,434  1975          
Muncie, IN
North East Mall,      22,442    1,440      13,473      784    15,447        2,224      28,920     31,144       369  1996 (Note 4)
Hurst, TX
North Towne           23,500      579       8,382        0     1,411          579       9,793     10,372     2,205  1980          
Square, Toledo,
OH
Northgate             80,983   89,991      57,873        0       283       89,991      58,156    148,147       699  1996 (Note 4)
Shopping Center,
Seattle
Northwoods Mall,           0    1,202      12,779    1,449    17,574        2,651      30,353     33,004     4,484  1983 (Note 3)
Peoria, IL
Orange Park Mall,          0   13,345      65,173        0     2,241       13,345      67,414     80,759     3,881  1994 (Note 3)
Orange Park, FL
Paddock Mall,         30,700   20,420      30,490        0        32       20,420      30,522     50,942       368  1996 (Note 4)
Ocala, FL
Port Charlotte        46,548    5,561      59,381        0         9        5,561      59,390     64,951       715  1996 (Note 4)
Town Center, Port
Charlotte, FL
Prien Lake Mall,           0    1,926       2,829      725     3,338        2,651       6,167      8,818       821  1972          
Lake Charles, LA
Raleigh Springs       24,921    9,137      28,604        0        34        9,137      28,638     37,775       339  1996 (Note 4)
Mall, Memphis, TN
Randall Park          34,269    4,421      52,456        0       480        4,421      52,936     57,357       650  1996 (Note 4)
Mall, Cleveland,
OH
Richardson            15,948    4,867       6,329        0       101        4,867       6,430     11,297       101  1996 (Note 4)
Square, Dallas,
YX
Richmond Mall,             0    2,666      12,112        0         2        2,666      12,114     14,780       146  1996 (Note 4)
Cleveland, OH
Richmond Square,       6,977    4,309      11,343        0       488        4,309      11,831     16,140       137  1996 (Note 4)
Richmond, IN
Ross Park Mall,       60,000   15,269      50,995    9,617    40,162       24,886      91,157    116,043     2,554  1996 (Note 4)
Pittsburgh, PA
South Park Mall,      24,748      855      13,691       74     2,193          929      15,884     16,813     2,682  1975          
Shreveport, LA
Southern Park         55,822   16,982      77,774       97     2,792       17,079      80,566     97,645       947  1996 (Note 4)
Mall, Youngstown,
OH
Southgate Mall,            0    1,817       7,974        0     2,826        1,817      10,800     12,617     1,282  1988 (Note 3)
Yuma, AZ
Southtown Mall,            0    2,059      13,288        0       959        2,059      14,247     16,306     3,395  1969          
Ft. Wayne, IN
St Charles Towne                                                
Center
Waldorf, MD                0    9,328      52,974    1,180     8,786       10,508      61,760     72,268     7,909  1990          
Summit Mall,          29,904   25,037      45,036        0     7,106       25,037      52,142     77,179       493  1996 (Note 4)
Akron, OH
Sunland Park          40,149    2,896      28,900        0     1,664        2,896      30,564     33,460     4,771  1988          
Mall, El Paso, TX
Tacoma Mall,          94,752   39,504     125,826        0       859       39,504     126,685    166,189     1,520  1996 (Note 4)
Tacoma, WA
Tippecanoe Mall,      47,556    4,320       8,474    5,355    30,307        9,675      38,781     48,456     4,500  1973          
Lafayette, IN
Towne East            57,419    9,495      18,479    2,042     7,134       11,537      25,613     37,150     4,540  1975          
Square, Wichita,
KS
Towne West            40,250      988      21,203       76     3,493        1,064      24,696     25,760     4,050  1980          
Square, Wichita,
KS
Treasure Coast        54,581   11,124      73,108        0         0       11,124      73,108     84,232       882  1996 (Note 4)
Square, Stuart,
FL
Tyrone Square,        68,780   15,638     120,962        0       125       15,638     121,087    136,725     1,442  1996 (Note 4)
St. Petersburg,
FL
University Mall,           0      123      17,411        0       320          123      17,731     17,854     2,824  1967          
Little Rock, AK
University Mall,           0    4,741      26,657        0     1,113        4,741      27,770     32,511     1,636  1994 (Note 3)
Pensacola, FL
University Park       59,500   15,105      61,466        0     4,019       15,105      65,485     80,590     6,587  1996 (Note 4)
Mall, South Bend,
IN
Upper Valley          27,911    8,422      38,745        0       153        8,422      38,898     47,320       473  1996 (Note 4)
Mall,
Springfield, OH
Valle Vista Mall,     34,837    1,398      17,266      372     6,692        1,770      23,958     25,728     3,161  1983          
Harlingen, TX
Virginia Center            0    9,765      64,285        0       397        9,765      64,682     74,447       449  1996 (Note 4)
Commons
Washington            42,861   20,146      41,248        0       218       20,146      41,466     61,612       505  1996 (Note 4)
Square,
Indianapolis, IN
West Ridge Mall,      50,005    5,775      34,132      197     2,317        5,972      36,449     42,421     4,573  1988          
Topeka, KS
White Oaks Mall,      16,500    3,024      35,692    1,153    12,835        4,177      48,527     52,704     3,269  1977          
Springfield, IL
Wichita Mall,              0        0       4,535        0       384            0       4,919      4,919       865  1981          
Wichita, KS
Windsor Park          14,960    1,194      16,940      130     3,197        1,324      20,137     21,461     3,087  1976          
Mall, San
Antonio, TX
Woodville Mall,            0    1,830       4,454        0         0        1,830       4,454      6,284        54  1996 (Note 4)
Toledo, OH
Community                                                       
Shopping Centers
Arvada Plaza,              0       70         342        0       581           70         923        993       119  1966          
Arvada, CO
Aurora Plaza,              0       35       5,754        0       908           35       6,662      6,697     1,009  1966          
Aurora, CO
Bloomingdale          29,009    9,735      26,184        0       648        9,735      26,832     36,567     2,209  1987          
Court,
Bloomingdale, IL
Boardman Plaza,       13,955    8,189      26,355        0       134        8,189      26,489     34,678       318  1996 (Note 4)
Youngstown, OH
Bridgeview Court,          0      308       3,638        0         0          308       3,638      3,946       383  1988          
Bridgeview, IL
Brightwood Plaza,          0       65         128        0       208           65         336        401        61  1965          
Indianapolis, IN
Bristol Plaza,             0       61         325        0        21           61         346        407        94  1966          
Bristol, VA
Buffalo Grove              0    2,044       6,602        0       209        2,044       6,811      8,855       225  1988          
Towne Center,
Buffalo Grove, IL
Celina Plaza, El           0      138         815        0        13          138         828        966       108  1977          
Paso, TX
Chesapeake             6,563    5,500      12,279        0        23        5,500      12,302     17,802       148  1996 (Note 4)
Center,
Chesapeake, VA
Cohoes Commons,            0    1,698       8,426        0        51        1,698       8,477     10,175     1,282  1984          
Rochester, NY
Countryside                0    1,243       8,507        0       481        1,243       8,988     10,231     1,410  1977          
Plaza,
Countryside, IL
East Towne                 0    3,921       5,345        0     1,604        3,921       6,949     10,870       632  1990          
Commons,
Knoxville, TN
Eastland Plaza,            0      908       3,709        0        29          908       3,738      4,646       374  1987          
Tulsa, OK
Forest Plaza,         16,904    4,270      16,818      453       364        4,723      17,182     21,905     1,231  1985          
Rockford, IL
Fox River Plaza,      12,654    2,907       9,453        0        60        2,907       9,513     12,420       716  1985          
Elgin, IL
Great Lakes                0    1,027       2,025        0       925        1,027       2,950      3,977        26  1996 (Note 4)
Plaza, Cleveland,
OH
Greenwood Plus,            0    1,350       1,792        0     3,914        1,350       5,706      7,056       507  1979 (Note 3)
Greenwood, IN
Griffith Park              0        0       2,412        0        93            0       2,505      2,505       398  1979          
Plaza, Griffith,
IN
Grove at Lakeland      3,750    5,237       6,016        0        42        5,237       6,058     11,295        73  1996 (Note 4)
Square, The,
Lakeland, FL
Hammond Square,            0        0          27        0         1            0          28         28         4  1974          
Sandy Springs, GA
Highland Lakes        14,377   13,950      18,490        0         6       13,950      18,496     32,446       223  1996 (Note 4)
Center, Orlando,
FL
Ingram Plaza, San          0      421       1,802        4        22          425       1,824      2,249       338  1980          
Antonio, TX
Lake Plaza,                0    2,868       6,420        0       203        2,868       6,623      9,491       445  1986          
Waukegan, IL
Lake View Plaza,      22,169    4,775      17,586        0       256        4,775      17,842     22,617     1,239  1986          
Orland Park, IL
Lima Center Lima,          0    1,808       5,151        0         0        1,808       5,151      6,959        58  1996 (Note 4)
OH
Lincoln Crossing,        997    1,079       2,692        0        36        1,079       2,728      3,807       329  1990          
O'Fallon, IL
Mainland               3,516    1,850       1,737        0         2        1,850       1,739      3,589        82  1996 (Note 4)
Crossing,
Galveston, TX
Maplewood Square,          0      466       1,249        0        42          466       1,291      1,757       220  1987          
Omaha, NE
Markland Plaza,            0      210       1,258        0       356          210       1,614      1,824       282  1975          
Kokomo, IN
Martinsville               0        0         584        0        45            0         629        629       199  1980          
Plaza,
Martinsville, VA
Marwood Plaza,             0       52       3,597        0        82           52       3,679      3,731       402  1962          
Indianapolis, IN
Matteson Plaza,       11,159    1,830       9,737        0     1,496        1,830      11,233     13,063       813  1988          
Matteson, IL
Memorial Plaza,            0      250         436        0       129          250         565        815       156  1966          
Sheyboygan, WI
Mounds Mall                0       88         158        0         1           88         159        247        30  1975          
Cinema, Anderson,
IN
New Castle Plaza,          0      128       1,621        0       426          128       2,047      2,175       337  1966          
New Castle, IN
North Ridge                0    2,831       7,699        0        30        2,831       7,729     10,560       653  1985          
Plaza, Joliet, IL
North Riverside                                                
Park Plaza,
N. Riverside, IL       7,785    1,062       2,490        0       195        1,062       2,685      3,747       454  1977          
Northland Plaza,           0    4,490       8,893        0       271        4,490       9,164     13,654       602  1988          
Columbus, OH
Northwood Plaza,           0      304       2,922        0       330          304       3,252      3,556       494  1977          
Fort Wayne, IN
Park Plaza,                0      300       1,572        0        24          300       1,596      1,896       224  1968          
Hopkinsville, KY
Regency Plaza,         1,878      616       4,963        0       126          616       5,089      5,705       319  1988          
St. Charles, MO
St. Charles Towne     30,887    8,835      18,993        0         0        8,835      18,993     27,828     1,412  1987          
Plaza, Waldorf,
MD
Teal Plaza,                0       99         878        0        93           99         971      1,070        96  1986          
Lafayette, IN
Terrace at The         4,688    5,647       4,126        0       930        5,647       5,056     10,703        57  1996 (Note 4)
Florida Mall,
Orlando, FL
Tippecanoe Plaza,          0      265         440      305     3,315          570       3,755      4,325       355  1962          
Lafayette, IN
University                 0    2,388       5,214        0         3        2,388       5,217      7,605     1,031  1996 (Note 4)
Center, South
Bend, IN
Wabash Village,            0        0         976        0        58            0       1,034      1,034       175  1976          
West Lafayette,
IN
Washington Plaza,          0      942       1,697        0         0          942       1,697      2,639       233  1996 (Note 4)
Indianapolis, IN
West Ridge Plaza,      4,612    1,491       4,620        0       508        1,491       5,128      6,619       310  1988          
Topeka, KS
White Oaks Plaza,     12,345    3,265      14,267        0       154        3,265      14,421     17,686     1,022  1986          
Springfield, IL
Wood Plaza, Fort           0       45         380        0       701           45       1,081      1,126       158  1967          
Dodge, IA
Speciality Retail                                                  
Centers
The Forum Shops                                                      
at Caesars,
Las Vegas, NV        122,716        0      72,866        0    39,931            0     112,797    112,797     8,220  1992          
Trolley Square,       27,141    4,899      27,539      263       639        5,162      28,178     33,340     2,968  1986 (Note 3)
Salt Lake City,
UT
Mixed-Use                                             
Properties
New Orleans           20,934    3,769      41,231        0       701        3,769      41,932     45,701       491  1996 (Note 4)
Centre, New
Orleans, LA
O Hare                                                                 
International
Center,
Rosemont, IL          27,500      172      60,287        1     8,210          173      68,497     68,670    11,270  1986          
Riverway,            131,450    8,738     129,175       16     5,886        8,754     135,061    143,815    21,580  1988          
Rosement, IL
Development                                                      
Projects
Bowie Town                      6,000           0        0        11        6,000          11      6,011         0  1996 (Note 4)
Center, Bowie, MD
Indian River                      826           0        0        57          826          57        883         0  1996 (Note 4)
Peripheral, Vero
Beach, FL                                                               
The Shops at                                                    
Sunset Place,
South Miami, FL            0   11,898       3,210      399    12,960       12,297      16,170     28,467         0  1995          
Other                      0        0         674        0       884            0       1,558      1,558         0  1995          
                  $3,089,525 $944,129  $3,648,643  $59,092  $621,601   $1,003,221  $4,270,244 $5,273,465  $270,637                
                  ========== ========  ==========  =======  ========   ==========  ========== ==========  ========
</TABLE>
 
                                        
                          SIMON DeBARTOLO GROUP, INC. 
                                        
                 NOTES TO SCHEDULE III AS OF DECEMBER 31, 1996 
                                        
                            (Dollars in thousands) 
 
 
 
(1)  Reconciliation of Real Estate Properties: 
 
     The changes in real estate assets for the years ended December 31, 1996 
and 1995 are as follows: 
 
 
                                         1996            1995       
                                     ------------    ------------   
Balance, beginning of year              $2,143,925     $1,887,122   
Acquisitions                             2,843,287         32,547   
Improvements                               224,605         73,097   
Disposals                                 (19,579)       (12,722)   
Consolidation                               81,227        163,881   
                                       -----------    -----------   
Balance, close of year                  $5,273,465     $2,143,925   
                                       ===========    ===========   
 
     The aggregate net book value for federal income tax purposes as of 
December 31, 1996 was $3,161,185. 
 
(2)  Reconciliation of Accumulated Depreciation: 
 
     The changes in accumulated depreciation and amortization for the years 
ended December 31, 1996 and 1995 are as follows: 
 
                                        
                                           1996            1995 
                                         -----------    ----------- 
Balance, beginning of year                 $ 147,341     $   68,222 
Carryover of minority                                               
partners' interest in                                               
accumulated depreciation                                            
of DeBartolo Properties                       13,505             -- 
Depreciation expense                         120,565         79,126 
Disposals                                   (10,774)            (7) 
                                         -----------    ----------- 
Balance, close of year                     $ 270,637      $ 147,341 
                                         ===========    =========== 
 
     Depreciation of Simon DeBartolo Group, Inc.'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 - typically 35 years 
     Improvements - shorter of lease term or useful life 
 
(3)  Initial cost represents net book value at December 20, 1993. 
 
(4)  Not developed/constructed by the Simons.  The date of construction 
represents acquisition date. 
 
                               INDEX TO EXHIBITS 
                                                               Sequential 
Exhibits                                                        Page No. 
 
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) 
3.1     Amended and Restated Charter.                             N/A       
3.2     Amended and Restated Bylaws, incorporated by reference 
        to Annex VIII of the Company's Schedule 14A on May 8, 
        1996. 
3.3     Articles Supplementary with respect to the Series B 
        Preferred Stock of the Company to the Amended and 
        Restated Charter.                                         N/A 
*4.1    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 
        1). 
*4.2    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     Credit Agreement dated as of September 27, 1996 among 
        the Operating Partnership and Morgan Guaranty Trust 
        Company of New York, Union Bank of Switzerland and Chase 
        Manhattan Bank as Lead Agents.                            N/A 
*9.1    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)) 
10.2    Third Amended and Restated Agreement of Limited 
        Partnership of Simon Property Group, L.P. (Incorporated 
        by Reference to Exhibit 10.1.2 of the Company's Form S-4 
        (Registration No. 333-06933)) 
*10.3   Noncompetition Agreement dated as of December 1, 1993 
        between the Company and each of Melvin Simon and Herbert 
        Simon. 
*10.4   Noncompetition Agreement dated as of December 1, 1993 
        between the Company and David Simon. 
*10.5   Restriction and Noncompetition Agreement dated as of 
        December 1, 1993 among the Company and the Management 
        Companies. 
*10.6   Simon Property Group, L.P. Employee Stock Plan. 
*10.7   Simon DeBartolo Group, Inc. Director Stock Option Plan. 
10.8    Restated Indemnity Agreement dated as of August 9, 1996 
        between the Company and its directors and officers.       N/A 
*10.9   Option Agreement to acquire the Excluded Retail 
        Properties.  (Previously filed as Exhibit 10.10.) 
*10.10  Option Agreement to acquire the Excluded PropertiesLand. 
        (Previously filed as Exhibit 10.11.) 
*10.11  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  Option Agreements dated as of December 1, 1993 between 
        the Management Company and Simon Property Group, L.P. 
        (Previously filed as Exhibit 10.20.) 
*10.13  Option Agreement dated as of December 1, 1993 to acquire 
        Development Land. (Previously filed as Exhibit 10.22.) 
*10.14  Option Agreement dated December 1, 1993 between the 
        Management Company and Simon Property Group, L.P. 
        (Previously filed as Exhibit 10.25.) 
*10.15  Option Agreement dated December 1, 1993 between Simon 
        Enterprises, Inc. and Simon Property Group, L.P. 
        (Previously filed as Exhibit 10.26.) 
*10.16  Lock-Up Agreement dated December 20, 1993 between MSA 
        and Simon Property Group, L.P.  (Previously filed as 
        Exhibit 10.27.) 
***10.17Operating Agreement of Summit Mall Company, L.L.C. dated 
        February 23, 1995. 
***10.18Series A Preferred Stock Purchase Agreement between the 
        Company and Algemeen Burgerlijk Pensioenfonds dated as 
        of October 27, 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).) 
10.22   Assignment and Assumption of Management, Leasing and 
        Development Agreements between DPMI and DRP, LP 
        (Incorporated by reference to the 1995 DRC Form 10-K 
        Exhibit 10.14.) 
10.23   Assignment and Assumption of Corporate Services 
        Agreement DPMI and DRP, LP (Incorporated by reference to 
        the 1995 DRC Form 10-K Exhibit 10.15.) 
10.24   Bill of Sale between DPMI and DRP, LP (Incorporated by 
        reference to the 1995 DRC Form 10-K Exhibit 10.16.) 
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.) 
10.29   Restated Master Services Agreement between the Financing 
        Partnership and DPMI (Incorporated by reference to the 
        1995 DRC Form 10-K Exhibit 10.22.) 
10.30   Master Services Agreement between the Financing 
        Partnership and DRP, LP (Incorporated by reference to 
        the 1995 DRC Form 10-K Exhibit 10.23.) 
10.31   Form of Mortgage or Securitized Debt Financing 
        (Incorporated by reference to the 1994 DRC Form 10-K 
        Exhibit 10(i).) 
10.32   Loan Agreement for Securitized Debt Financing 
        (Incorporated by reference to the 1994 DRC Form 10-K 
        Exhibit 10(j).) 
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.) 
10.39   Form of Partnership Interest Exchange Agreement among 
        DRC; DRP, LP; and certain DeBartolo Employees (Relating 
        to November 29, 1993 Private Placement) (Incorporated by 
        reference to the 1994 DRC Form 10-K Exhibit 10(ac)(1).) 
10.40   Form of Partnership Interest Exchange Agreement among 
        DRC; DRP, LP; and certain DeBartolo Employees (Relating 
        to April 1, 1994 Private Placement) (Incorporated by 
        reference to the 1994 DRC Form 10-K Exhibit 10(ac)(2).) 
10.41   Form of Partnership Interest Purchase Agreement with 
        Amendment among DRC and certain DeBartolo Employees 
        (Incorporated by reference to the 1994 DRC Form 10-K 
        Exhibit 10(ad).) 
10.42   Letter Agreement regarding Access to Confidential 
        Information among DRC; DRP, LP; and EJDC (Incorporated 
        by reference to the 1994 DRC Form 10-K Exhibit 10(ae).) 
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).) 
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   Amended and Restated Articles of Incorporation of SD 
        Property Group, Inc.                                      N/A 
10.54   Amended and Restated Regulations of SD Property Group, 
        Inc.                                                      N/A 
10.55   Indemnity Agreement by and between the Company and its 
        new Directors, dated as of August 9, 1996                 N/A 
10.56   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.                                                      N/A 
10.57   JCP Contribution Agreement, dated as of August 8, 1996, 
        by and among DRC and JCP Realty, Inc., and Brandywine 
        Realty, Inc.                                              N/A 
10.58   Subscription Agreement by and between Day Acquisition 
        Corp., and the Purchaser (as defined in this Exhibit)     N/A 
10.59   Amendment to Service Agreement dated as of August 9, 
        1996, between EJDC and DPMI                               N/A 
10.60   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.  N/A 
10.61   Fourth Amendment to Purchase Option Agreement, dated as 
        of July 15, 1996, between JCP Realty, Inc., and DRP, LP   N/A 
21.1    List of Subsidiaries of the Company.                      N/A 
23.1    Consent of Arthur Andersen LLP.                           N/A 
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) 
 
    *    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. 
 
    **   Incorporated by reference to the exhibit numbered as indicated that 
     was filed with Form 10-K for the fiscal year ended December 31, 1994. 
 
    ***  Incorporated by reference to the exhibit numbered as indicated that 
     was filed with Form 10-K for the fiscal year ended December 31, 1995. 
 
                                                                   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, 33-89012, 33-95202, 333-11431 and 333- 
06933. 
 
 
 
 
 
                                   ARTHUR ANDERSEN LLP 
 
 
Indianapolis, Indiana, 
March 24, 1997 
 















==============================================================
     CREDIT AGREEMENT

     Dated as of September 27, 1996

     among

     SIMON PROPERTY GROUP, L.P.


     SIMON-DeBARTOLO GROUP, L.P.

     THE INSTITUTIONS FROM TIME TO TIME
     PARTY HERETO AS LENDERS


     THE INSTITUTIONS FROM TIME TO TIME
     PARTY HERETO AS CO-AGENTS

     and


     UNION BANK OF SWITZERLAND, NEW YORK BRANCH
     AS ARRANGER

     and

     MORGAN GUARANTY TRUST COMPANY OF NEW YORK
     AS ARRANGER

     and

     THE CHASE MANHATTAN BANK
     AS ARRANGER

=================================================================

          CREDIT AGREEMENT


          This Credit Agreement dated as of September 27, 1996 (as amended,
supplemented or modified from time to time, the "Agreement") is entered into
among SIMON PROPERTY GROUP, L.P., a Delaware limited partnership ("SPGLP"),
SIMON-DeBARTOLO GROUP, L.P., a Delaware limited partnership ("SDGLP"), the
institutions from time to time a party hereto as Lenders, whether by execution
of this Agreement or an Assignment and Acceptance, the institutions from time
to time a party hereto as Co-Agents, whether by execution of this Agreement or
an Assignment and Acceptance, and UNION BANK OF SWITZERLAND, NEW YORK BRANCH,
as Arranger, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Arranger, and THE
CHASE MANHATTAN BANK, as Arranger.

R E C I T A L S
          WHEREAS, Simon DeBartolo Group, Inc. is the non-managing general
partner of SDGLP;

          WHEREAS, Simon DeBartolo Group, Inc. is the sole general partner of
SPGLP.;

          WHEREAS, SDGLP, a limited partner of SPGLP, beneficially owns ninety-
nine percent (99%) of the economic interests in SPGLP;

          WHEREAS, each of SPGLP and SDGLP desire to consolidate their existing
credit arrangements by entering into this Agreement, under which they both may
borrow;

          WHEREAS, under the consolidated credit arrangement to be provided
under this Agreement, each of SPGLP and SDGLP will realize certain financial
and administrative benefits that they would not realize without such
consolidation; and

          WHEREAS, to induce the Lenders (as defined below) to enter into this
Agreement, SPGLP and SDGLP agree to be jointly and severally liable for all
indebtedness and other obligations incurred hereunder, regardless of the entity
which actually enjoys the proceeds borrowed hereunder (SPGLP and SDGLP having
been advised by the Lenders that the Lenders would not enter into this
Agreement without the assumption of such joint and several liability).

          NOW THEREFORE, in consideration of the foregoing, the mutual
covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:


     ARTICLE I
     DEFINITIONS

          1.1.  Certain Defined Terms.  The following terms used in this
Agreement shall have the following meanings, applicable both to the singular
and the plural forms of the terms defined:

          "Affiliate", as applied to any Person, means any other Person that
directly or indirectly controls, is controlled by, or is under common control
with, that Person.  For purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under
common control with"), as applied to any Person, means the possession, directly
or indirectly, of the power to vote fifteen percent (15.0%) or more of the
equity Securities having voting power for the election of directors of such
Person or otherwise to direct or cause the direction of the management and
policies of that Person, whether through the ownership of voting equity
Securities or by contract or otherwise.

          "Agent" means UBS in its capacity as Payment and Disbursement Agent,
each Arranger, each Co-Agent, and each successor agent appointed pursuant to
the terms of Article XII of this Agreement.

          "Agreement" is defined in the preamble hereto.

          "Annual EBITDA" means, with respect to any Project or Minority
Holding, as of the first day of each fiscal quarter for the immediately
preceding consecutive four fiscal quarters, an amount equal to (i) total
revenues relating to such Project or Minority Holding for such period, less
(ii) total operating expenses relating to such Project or Minority Holding for
such period (it being understood that the foregoing calculation shall exclude
non-cash charges as determined in accordance with GAAP).  Each of the foregoing
amounts shall be determined by reference to the Borrower's Statement of
Operations for the applicable periods.  An example of the foregoing calculation
is set forth on Exhibit G hereto.

          "Applicable Lending Office" means, with respect to a particular
Lender, (i) its Eurodollar Lending Office in respect of provisions relating to
Eurodollar Rate Loans, (ii) its Domestic Lending Office in respect of
provisions relating to Base Rate Loans and (iii) its Money Market Lending
Office in respect of provisions relating to Money Market Loans.

          "Applicable Margin" means, with respect to each Loan, the respective
percentages per annum determined, at any time, based on the range into which
Borrower's Credit Rating then falls, in accordance with the following tables.
Any change in the Applicable Margin shall be effective immediately as of the
date on which any of the rating agencies announces a change in the Borrower's
Credit Rating or the date on which the Borrower has no Credit Rating, whichever
is applicable.

(1) The Applicable Margin during the time, from time to time, that the Borrower
does not maintain an Investment Grade Credit Rating shall be as follows:

                         Applicable          Applicable
                    Margin for          Margin for
                    Eurodollar          Base Rate
                    Loans               Loans
Leverage Ratio      (% per annum)       (% per annum)

<55%                1.50%               0.00%
55%-60%             1.75%               0.25%

(2) The Applicable Margin during the time, from time to time, that the Borrower
maintains an Investment Grade Credit Rating by either Moody's or S&P shall be
as follows:

Range of            Applicable          Applicable
Borrower's               Margin for          Margin for
Credit Rating       Eurodollar          Base Rate
S&P/Moody's              Loans               Loans
Ratings)            (% per annum)       (% per annum)

BBB-/Baa3           1.1500%             0.00%
BBB/Baa2            1.0500%             0.00%
BBB+/Baa1           0.900%              0.00%
A-/A3                    0.800%              0.00%

If at any time the Borrower has an Investment Grade Credit Rating by both
Moody's and S&P which Credit Ratings are split, then:  (A) if the difference
between such Credit Ratings is one ratings category (e.g. Baa2 by Moody's and
BBB- by S&P), the Applicable Margin shall be the rate per annum that would be
applicable if the highest of the Credit Ratings were used; and (B) if the
difference between such Credit Ratings is two ratings category (e.g. Baa1 by
Moody's and BBB- by S&P), the Applicable Margin shall be the rate per annum
that would be applicable if the median of the applicable Credit Ratings is
used.  The Borrower's "Credit Rating" shall be deemed to be the higher of (i)
the Credit Rating (if any) of SPGLP and (ii) the Credit Rating (if any) of
SDGLP; provided that, in the event that the Credit Ratings of either entity
from Moody's or S&P are split, such entity's Credit Rating shall be calculated
as set forth above.

          "Arrangers" means UBS, MGT and Chase and each successor Arranger
appointed pursuant to the terms of Article XII of this Agreement.

          "Assignment and Acceptance" means an Assignment and Acceptance in
substantially the form of Exhibit A attached hereto and made a part hereof
(with blanks appropriately completed) delivered to the Payment and Disbursement
Agent in connection with an assignment of a Lender's interest under this
Agreement in accordance with the provisions of Section 15.1.

          "Authorized Financial Officer" means a chief executive officer, chief
financial officer, treasurer or other qualified senior officer acceptable to
the Payment and Disbursement Agent.

          "Base Eurodollar Rate" means, with respect to any Eurodollar Interest
Period applicable to a Borrowing of Eurodollar Rate Loans, an interest rate per
annum determined by the Payment and Disbursement Agent to be the rate per annum
at which deposits in Dollars are offered by the principal office of the
Reference Bank in London, England to major banks in the London interbank market
at approximately 11:00 a.m. (London time) on the Eurodollar Interest Rate
Determination Date for such Eurodollar Interest Period for a period equal to
such Eurodollar Interest Period and in an amount substantially equal to the
amount of the Eurodollar Rate Loan.

          "Base Rate" means, for any period, a fluctuating interest rate per
annum as shall be in effect from time to time, which rate per annum shall at
all times be equal to the higher of:

          (i)  the rate of interest announced publicly by UBS in New York, New
York from time to time, as UBS's prime rate; and

          (ii)  the sum of (A) one-half of one percent (0.50%) per annum plus
(B) the Federal Funds Rate in effect from time to time during such period.

          "Base Rate Loan" means (i) a Committed Loan which bears interest at a
rate determined by reference to the Base Rate and the Applicable Margin as
provided in Section 5.1(a) or (ii) an overdue amount which was a Base Rate Loan
immediately before it became due.

          "Borrower" means (i) each of SPGLP and SDGLP, jointly and severally,
or (ii) in the event that SPGLP is released pursuant to Section 14.2 hereof,
SDGLP. For purposes of this Agreement, where action is required or contemplated
to be taken hereunder by the "Borrower," "Borrower" shall mean both of SPGLP
and SDGLP, unless SPGLP is released pursuant to Section 14.2 hereof, in which
case "Borrower" shall mean SDGLP.

          "Borrower Partnership Agreement" means the SDGLP Partnership
Agreement and the SPGLP Partnership Agreement, as such agreements may be
amended, restated, modified or supplemented from time to time with the consent
of the Payment and Disbursement Agent or as permitted under Section 10.10.

          "Borrowing" means a borrowing consisting of Loans of the same type
made, continued or converted on the same day.

          "Business Activity Report" means (i) an Indiana Business Activity
Report from the Indiana Department of Revenue, Compliance Division, or (ii) a
Notice of Business Activities Report from the State of New Jersey Division of
Taxation, (iii) a Minnesota Business Activity Report from the Minnesota
Department of Revenue, or (iv) a similar report to those referred to in clauses
(i) through (iii) hereof with respect to any jurisdiction where the failure to
file such report would have a Material Adverse Effect.

          "Business Day" means a day, in the applicable local time, which is
not a Saturday or Sunday or a legal holiday and on which banks are not required
or permitted by law or other governmental action to close (i) in New York, New
York and (ii) in the case of Eurodollar Rate Loans, in London, England and
(iii) in the case of Letter of Credit transactions for a particular Lender, in
the place where its office for issuance or administration of the pertinent
Letter of Credit is located.

          "Capital Expenditures" means, for any period, the aggregate of all
expenditures (whether payable in cash or other Property or accrued as a
liability (but without duplication)) during such period that, in conformity
with GAAP, are required to be included in or reflected by the Company's, the
Borrower's or any of their Subsidiaries' fixed asset accounts as reflected in
any of their respective balance sheets; provided, however, (i) Capital
Expenditures shall include, whether or not such a designation would be in
conformity with GAAP, (a) that portion of Capital Leases which is capitalized
on the consolidated balance sheet of the Company, the Borrower and their
Subsidiaries and (b) expenditures for Equipment which is purchased
simultaneously with the trade-in of existing Equipment owned by either General
Partner, the Borrower or any of their Subsidiaries, to the extent the gross
purchase price of the purchased Equipment exceeds the book value of the
Equipment being traded in at such time; and (ii) Capital Expenditures shall
exclude, whether or not such a designation would be in conformity with GAAP,
expenditures made in connection with the restoration of Property, to the extent
reimbursed or financed from insurance or condemnation proceeds.

          "Capitalization Value" means the sum of (i) Combined EBITDA
capitalized at an annual interest rate equal to 8.25%, and (ii) Cash and Cash
Equivalents, and (iii) Construction Asset Cost.

          "Capital Lease" means any lease of any property (whether real,
personal or mixed) by a Person as lessee which, in conformity with GAAP, is
accounted for as a capital lease on the balance sheet of that Person.

          "Capital Stock" means, with respect to any Person, any capital stock
of such Person, regardless of class or designation, and all warrants, options,
purchase rights, conversion or exchange rights, voting rights, calls or claims
of any character with respect thereto.

          "Cash and Cash Equivalents" means (i) cash, (ii) marketable direct
obligations issued or unconditionally guaranteed by the United States
government and backed by the full faith and credit of the United States
government; and (iii) domestic and Eurodollar certificates of deposit and time
deposits, bankers' acceptances and floating rate certificates of deposit issued
by any commercial bank organized under the laws of the United States, any state
thereof, the District of Columbia, any foreign bank, or its branches or
agencies (fully protected against currency fluctuations), which, at the time of
acquisition, are rated A-1 (or better) by Standard & Poor's Corporation or P-1
(or better) by Moody's Investors Services, Inc.; provided that the maturities
of such Cash and Cash Equivalents shall not exceed one year.

          "Cash Interest Expense" means, for any period, total interest
expense, whether paid or accrued, but without duplication, (including the
interest component of Capital Leases) of the Borrower, which is payable in
cash, all as determined in conformity with GAAP.

          "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, 42 U.S.C.  9601 et seq., any amendments thereto, any
successor statutes, and any regulations or guidance promulgated thereunder.

          "Chase" means The Chase Manhattan Bank.

          "Claim" means any claim or demand, by any Person, of whatsoever kind
or nature for any alleged Liabilities and Costs, whether based in contract,
tort, implied or express warranty, strict liability, criminal or civil statute,
Permit, ordinance or regulation, common law or otherwise.

          "Closing Date" means September 27, 1996.

          "Co-Agents" means the Arrangers, Dresdner Bank AG, New York and Grand
Cayman Branches, The First National Bank of Chicago, NationsBank of Texas,
N.A., Bayerische Hypotheken- und Wechsel-Bank Aktiengesellschaft, acting
through its New York Branch, and Wells Fargo Bank, N.A.

          "Combined Debt Service" means, for any period, the sum of (i)
regularly scheduled payments of principal and interest of the Consolidated
Businesses paid during such period and (ii) the portion of the regularly
scheduled payments of principal and interest of Minority Holdings allocable to
the Borrower in accordance with GAAP, paid during such period, in each case
including participating interest expense and excluding balloon payments of
principal and extraordinary interest payments and net of amortization of
deferred costs associated with new financings or refinancings of existing
Indebtedness.

          "Combined EBITDA" means the sum of (i) 100% of the Annual EBITDA from
the Consolidated Businesses; and (ii) the portion of the Annual EBITDA of the
Minority Holdings allocable to the Borrower in accordance with GAAP; and (iii)
for so long as the Borrower owns a majority economic interest in the Management
Company, 100% of the Borrower's share of the actual Annual EBITDA of the
Management Company; provided, however that the Borrower's share of the Annual
EBITDA of the Management Company shall in no event constitute in excess of five
percent (5%) of Combined EBITDA. For purposes of newly opened Projects which
are no longer capitalized, the Annual EBITDA shall be based upon twelve-month
projections of contractual rental revenues multiplied by the EBITDA profit
margin of the Borrower property type (i.e. regional mall or community center)
as such profit margin is reported in the most recently published annual report
or 10-K for the Company, until such time as actual performance data for a
twelve-month period is available.

          "Combined Equity Value" means Capitalization Value minus Total
Adjusted Outstanding Indebtedness.

          "Combined Interest Expense" means, for any period, the sum of (i)
interest expense of the Consolidated Businesses paid during such period and
(ii) interest expense of the Consolidated Businesses accrued for such period
and (iii) the portion of the interest expense of Minority Holdings allocable to
the Borrower in accordance with GAAP and paid during such period and (iv) the
portion of the interest expense of Minority Holdings allocable to the Borrower
in accordance with GAAP and accrued for such period, in each case including
participating interest expense but excluding extraordinary interest expense,
and net of amortization of deferred costs associated with new financings or
refinancings of existing Indebtedness.

          "Commercial Letter of Credit" means any documentary letter of credit
issued by an Issuing Bank pursuant to Section 3.1 for the account of the
Borrower, which is drawable upon presentation of documents evidencing the sale
or shipment of goods purchased by the Borrower in the ordinary course of its
business.

          "Commission" means the Securities and Exchange Commission and any
Person succeeding to the functions thereof.

          "Committed Loan" means a loan made by a Lender pursuant to Section
2.1; provided that, if any such loan or loans (or portions thereof) are
combined or subdivided pursuant to a Notice of Conversion/Continuation, the
term "Committed Loan" shall refer to the combined principal amount resulting
from such combination or to each of the separate principal amounts resulting
from such subdivision, as the case may be.

          "Company" means Simon DeBartolo Group, Inc., a Maryland corporation.

          "Compliance Certificate" is defined in Section 8.2(b).

          "Consolidated" means consolidated, in accordance with GAAP.

          "Consolidated Businesses" means the General Partners, the Borrower
and their wholly-owned Subsidiaries.


          "Construction Asset Cost" means, with respect to Property on which
construction of improvements has commenced (such commencement evidenced by
foundation excavation) but has not yet been completed (as such completion shall
be evidenced by such Property being opened for business to the general public),
the aggregate sums expended on the construction of such improvements (including
land acquisition costs).

          "Contaminant" means any waste, pollutant, hazardous substance, toxic
substance, hazardous waste, special waste, petroleum or petroleum-derived
substance or waste, radioactive materials, asbestos (in any form or condition),
polychlorinated biphenyls (PCBs), or any constituent of any such substance or
waste, and includes, but is not limited to, these terms as defined in federal,
state or local laws or regulations.

          "Contingent Obligation" as to any Person means, without duplication,
(i) any contingent obligation of such Person required to be shown on such
Person's balance sheet in accordance with GAAP, and (ii) any obligation
required to be disclosed in the footnotes to such Person's financial statements
in accordance with GAAP, guaranteeing partially or in whole any non-recourse
Indebtedness, lease, dividend or other obligation, exclusive of contractual
indemnities (including, without limitation, any indemnity or price-adjustment
provision relating to the purchase or sale of securities or other assets) and
guarantees of non-monetary obligations (other than guarantees of completion)
which have not yet been called on or quantified, of such Person or of any other
Person.  The amount of any Contingent Obligation described in clause (ii) shall
be deemed to be (a) with respect to a guaranty of interest or interest and
principal, or operating income guaranty, the sum of all payments required to be
made thereunder (which in the case of an operating income guaranty shall be
deemed to be equal to the debt service for the note secured thereby),
calculated at the interest rate applicable to such Indebtedness, through (i) in
the case of an interest or interest and principal guaranty, the stated date of
maturity of the obligation (and commencing on the date interest could first be
payable thereunder), or (ii) in the case of an operating income guaranty, the
date through which such guaranty will remain in effect, and (b) with respect to
all guarantees not covered by the preceding clause (a) an amount equal to the
stated or determinable amount of the primary obligation in respect of which
such guaranty is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof (assuming such Person is required to
perform thereunder) as recorded on the balance sheet and on the footnotes to
the most recent financial statements of the applicable Borrower required to be
delivered pursuant hereto.  Notwithstanding anything contained herein to the
contrary, guarantees of completion shall not be deemed to be Contingent
Obligations unless and until a claim for payment has been made thereunder, at
which time any such guaranty of completion shall be deemed to be a Contingent
Obligation in an amount equal to any such claim.  Subject to the preceding
sentence, (i) in the case of a joint and several guaranty given by such Person
and another Person (but only to the extent such guaranty is recourse, directly
or indirectly to the applicable Borrower), the amount of the guaranty shall be
deemed to be 100% thereof unless and only to the extent that (X) such other
Person has delivered Cash or Cash Equivalents to secure all or any part of such
Person's guaranteed obligations or (Y) such other Person holds an Investment
Grade Credit Rating from either Moody's or S&P, and (ii) in the case of a
guaranty, (whether or not joint and several) of an obligation otherwise
constituting Debt of such Person, the amount of such guaranty shall be deemed
to be only that amount in excess of the amount of the obligation constituting
Indebtedness of such Person.  Notwithstanding anything contained herein to the
contrary, "Contingent Obligations" shall not be deemed to include guarantees of
loan commitments or of construction loans to the extent the same have not been
drawn.

          "Contractual Obligation", as applied to any Person, means any
provision of any Securities issued by that Person or any indenture, mortgage,
deed of trust, security agreement, pledge agreement, guaranty, contract,
undertaking, agreement or instrument to which that Person is a party or by
which it or any of its properties is bound, or to which it or any of its
properties is subject.

          "Credit Rating" means the publicly announced rating of a Person given
by Moody's or S&P.

          "Cure Loans" is defined in Section 4.2(b)(v)(C).

          "Customary Permitted Liens" means

          (i)  Liens (other than Environmental Liens and Liens in favor of the
PBGC) with respect to the payment of taxes, assessments or governmental charges
in all cases which are not yet due or which are being contested in good faith
by appropriate proceedings in accordance with Section 9.4 and with respect to
which adequate reserves or other appropriate provisions are being maintained in
accordance with GAAP;

          (ii)  statutory Liens of landlords against any Property of the
Borrower or any of its Subsidiaries and Liens against any Property of the
Borrower or any of its Subsidiaries in favor of suppliers, mechanics, carriers,
materialmen, warehousemen or workmen and other Liens against any Property of
the Borrower or any of its Subsidiaries imposed by law created in the ordinary
course of business for amounts which, if not resolved in favor of the Borrower
or such Subsidiary, could not result in a Material Adverse Effect;

          (iii)  Liens (other than any Lien in favor of the PBGC) incurred or
deposits made in the ordinary course of business in connection with worker's
compensation, unemployment insurance or other types of social security benefits
or to secure the performance of bids, tenders, sales, contracts (other than for
the repayment of borrowed money), surety, appeal and performance bonds;
provided that (A) all such Liens do not in the aggregate materially detract
from the value of the Borrower's or such Subsidiary's assets or Property or
materially impair the use thereof in the operation of their respective
businesses, and (B) all Liens of attachment or judgment and Liens securing
bonds to stay judgments or in connection with appeals do not secure at any time
an aggregate amount of recourse Indebtedness exceeding $10,000,000; and

          (iv)  Liens against any Property of the Borrower or any Subsidiary of
the Borrower arising with respect to zoning restrictions, easements, licenses,
reservations, covenants, rights-of-way, utility easements, building
restrictions and other similar charges or encumbrances on the use of Real
Property which do not interfere with the ordinary conduct of the business of
the Borrower or any of its Subsidiaries to the extent it could not result in a
Material Adverse Effect.

          "DeBartolo Secured Credit Agreement" shall mean that certain Credit
Agreement, dated as of December 29, 1995, as thereafter amended, by and among
DeBartolo Realty Partnership, L.P., as borrower, each of the lenders (as
defined therein) and Wells Fargo Realty Advisors Funding, Incorporated, in its
capacity as agent and as a lender.

          "Debt Yield" is defined in Section 10.12(d).

          "Designated Lender" is defined in Section 13.4.

          "DOL" means the United States Department of Labor and any Person
succeeding to the functions thereof.

          "Dollars" and "$" mean the lawful money of the United States.

          "Domestic Lending Office" means, with respect to any Lender, such
Lender's office, located in the United States, specified as the "Domestic
Lending Office" under its name on the signature pages hereof or on the
Assignment and Acceptance by which it became a Lender or such other United
States office of such Lender as it may from time to time specify by written
notice to the Borrower and the Payment and Disbursement Agent.

          "Eligible Assignee" means (i) a Lender or any Affiliate thereof; (ii)
a commercial bank having total assets in excess of $2,500,000,000; (iii) the
central bank of any country which is a member of the Organization for Economic
Cooperation and Development; or (iv) a finance company or other financial
institution reasonably acceptable to the Payment and Disbursement Agent, which
is regularly engaged in making, purchasing or investing in loans and having
total assets in excess of $300,000,000 or is otherwise reasonably acceptable to
the Payment and Disbursement Agent.

          "Environmental, Health or Safety Requirements of Law" means all
Requirements of Law derived from or relating to any  federal, state or local
law, ordinance, rule, regulation, Permit, license or other binding
determination of any Governmental Authority relating to, imposing liability or
standards concerning, or otherwise addressing the environment, health and/or
safety, including, but not limited to the Clean Air Act, the Clean Water Act,
CERCLA, RCRA, any so-called "Superfund" or "Superlien" law, the Toxic
Substances Control Act and OSHA, and public health codes, each as from time to
time in effect.

          "Environmental Lien" means a Lien in favor of any Governmental
Authority for any (i) liabilities under any Environmental, Health or Safety
Requirement of Law, or (ii) damages arising from, or costs incurred by such
Governmental Authority in response to, a Release or threatened Release of a
Contaminant into the environment.

          "Environmental Property Transfer Act"  means any applicable
Requirement of Law that conditions, restricts, prohibits or requires any
notification or disclosure triggered by the transfer, sale, lease or closure of
any Property or deed or title for any Property for environmental reasons,
including, but not limited to, any so-called "Environmental Cleanup
Responsibility Act" or "Responsible Property Transfer Act".

          "Equipment" means equipment used in connection with the maintenance
of Projects and Properties.

          "ERISA" means the Employee Retirement Income Security Act of 1974, 29
U.S.C.  1000 et seq., any amendments thereto, any successor statutes, and any
regulations or guidance promulgated thereunder.

          "ERISA Affiliate" means (i) any corporation which is a member of the
same controlled group of corporations (within the meaning of Section 414(b) of
the Internal Revenue Code) as the Borrower; (ii) a partnership or other trade
or business (whether or not incorporated) which is under common control (within
the meaning of Section 414(c) of the Internal Revenue Code) with the Borrower;
and (iii) a member of the same affiliated service group (within the meaning of
Section 414(m) of the Internal Revenue Code) as the Borrower, any corporation
described in clause (i) above or any partnership or trade or business described
in clause (ii) above.

          "ERISA Termination Event" means (i) a Reportable Event with respect
to any Benefit Plan; (ii) the withdrawal of the Borrower or any ERISA Affiliate
from a Benefit Plan during a plan year in which the Borrower or such ERISA
Affiliate was a "substantial employer" as defined in Section 4001(a)(2) of
ERISA or the cessation of operations which results in the termination of
employment of 20% of Benefit Plan participants who are employees of the
Borrower or any ERISA Affiliate; (iii) the imposition of an obligation on the
Borrower or any ERISA Affiliate under Section 4041 of ERISA to provide affected
parties written notice of intent to terminate a Benefit Plan in a distress
termination described in Section 4041(c) of ERISA; (iv) the institution by the
PBGC of proceedings to terminate a Benefit Plan; (v) any event or condition
which might constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Benefit Plan; or (vi)
the partial or complete withdrawal of the Borrower or any ERISA Affiliate from
a Multiemployer Plan.

          "Eurodollar Affiliate" means, with respect to each Lender, the
Affiliate of such Lender (if any) set forth below such Lender's name under the
heading "Eurodollar Affiliate" on the signature pages hereof or on the
Assignment and Acceptance by which it became a Lender or such Affiliate of a
Lender as it may from time to time specify by written notice to the Borrower
and the Payment and Disbursement Agent.

          "Eurodollar Interest Period" is defined in Section 5.2(b).

          "Eurodollar Interest Rate Determination Date" is defined in Section
5.2(c).

          "Eurodollar Lending Office" means, with respect to any Lender, such
Lender's office (if any) specified as the "Eurodollar Lending Office" under its
name on the signature pages hereof or on the Assignment and Acceptance by which
it became a Lender or such other office or offices of such Lender as it may
from time to time specify by written notice to the Borrower and the Payment and
Disbursement Agent.

          "Eurodollar Rate" means, with respect to any Eurodollar Interest
Period applicable to a Eurodollar Rate Loan or a Money Market Loan, an interest
rate per annum obtained by dividing (i) the Base Eurodollar Rate applicable to
that Eurodollar Interest Period by (ii) a percentage equal to 100% minus the
Eurodollar Reserve Percentage in effect on the relevant Eurodollar Interest
Rate Determination Date.

          "Eurodollar Rate Loan" means (i) a Committed Loan which bears
interest at a rate determined by reference to the Eurodollar Rate and the
Applicable Margin for Eurodollar Rate Loans, as provided in Section 5.1(a) or
(ii) an overdue amount which was a Eurodollar Loan immediately before it became
due.

          "Eurodollar Reserve Percentage" means, for any day, that percentage
which is in effect on such day, as prescribed by the Federal Reserve Board for
determining the maximum reserve requirement (including, without limitation, any
emergency, supplemental or other marginal reserve requirement) for a member
bank of the Federal Reserve System in New York, New York with deposits
exceeding five billion Dollars in respect of "Eurocurrency Liabilities" (or in
respect of any other category of liabilities which includes deposits by
reference to which the interest rate on Eurodollar Rate Loans is determined or
any category of extensions of credit or other assets which includes loans by a
non-United States office of any bank to United States residents).

          "Event of Default" means any of the occurrences set forth in Section
11.1 after the expiration of any applicable grace period and the giving of any
applicable notice, in each case as expressly provided in Section 11.1.

          "Extension Fee" means an amount equal to ten (10) basis points on the
Maximum Revolving Credit Amount.

          "Extension Notice" is defined in Section 2.5.

          "Extension Option" is defined in Section 2.5.

          "Facility Fee" is defined in Section 5.3(a).

          "Facility Fee Percentage" means the applicable percentage per annum
determined, at any time, based on the range into which Borrower's Credit Rating
(if any) then falls, in accordance with the following tables.  Any change in
the Facility Fee Percentage shall be effective immediately as of the date on
which any of the rating agencies announces a change in the Borrower's Credit
Rating or the date on which the Borrower has no Credit Rating, whichever is
applicable.  The Facility Fee shall not be payable during the time, from time
to time, that the Borrower does not maintain an Investment Grade Credit Rating.

          The Facility Fee Percentage during the time, from time to time, that
the Borrower maintains an Investment Grade Credit Rating by either Moody's or
S&P shall be as follows:

     Range of
     Borrower's               Percentage of
     Credit Rating       Maximum Revolving
     S&P/Moody's Ratings      Credit Commitments

     BBB-/Baa3                0.25%
     BBB/Baa2                 0.20%
     BBB+/Baa1                0.20%
     A-/A3                         0.15%

     If at any time the Borrower has an Investment Grade Credit Rating by both
Moody's and S&P which Credit Ratings are split, then:  (A) if the difference
between such Credit Ratings is one ratings category (e.g. Baa2 by Moody's and
BBB- by S&P), the Facility Fee Percentage shall be the rate per annum that
would be applicable if the highest of the Credit Ratings were used; and (B) if
the difference between such Credit Ratings is two ratings category (e.g. Baa1
by Moody's and BBB- by S&P), the Facility Fee Percentage shall be the rate per
annum that would be applicable if the median of the applicable Credit Ratings
is used.  The Borrower's "Credit Rating" shall be deemed to be the higher of
(i) the Credit Rating (if any) of SPGLP and (ii) the Credit Rating (if any) of
SDGLP; provided that, in the event that the Credit Ratings of either entity
from Moody's or S&P are split, such entity's Credit Rating shall be calculated
as set forth above.

          "Federal Funds Rate" means, for any period, a fluctuating interest
rate per annum equal for each day during such period to the weighted average of
the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day
(or, if such day is not a Business Day in New York, New York, for the next
preceding Business Day) in New York, New York by the Federal Reserve Bank of
New York, or if such rate is not so published for any day which is a Business
Day in New York, New York, the average of the quotations for such day on
transactions by the Reference Bank, as determined by the Payment and
Disbursement Agent.

          "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System or any Governmental Authority succeeding to its functions.

          "Financial Statements" means (i) quarterly and annual consolidated
statements of income and retained earnings, statements of cash flow, and
balance sheets, (ii) such other financial statements as any General Partner
shall routinely and regularly prepare on a quarterly or annual basis, and (iii)
such other financial statements of the Consolidated Businesses or Minority
Holdings as the Arrangers or the Requisite Lenders may from time to time
reasonably specify; provided, however, that the Financial Statements referenced
in clauses (i) and (ii) above shall be prepared in form satisfactory to the
Payment and Disbursement Agent.

          "Fiscal Year" means the fiscal year of the Company and the Borrower
for accounting and tax purposes, which shall be the 12-month period ending on
December 31 of each calendar year.

          "Funding Date" means, with respect to any Loan, the date of funding
of such Loan.

          "GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the American Institute of Certified Public
Accountants' Accounting Principles Board and Financial Accounting Standards
Board or in such other statements by such other entity as may be in general use
by significant segments of the accounting profession as in effect on the
Closing Date (unless otherwise specified herein as in effect on another date or
dates).

          "General Partner" or "General Partners" means the Company and SD and
any successor general partner(s) of the Borrower.

          "Governmental Approval" means all right, title  and interest in any
existing or future certificates, licenses, permits, variances, authorizations
and approvals issued by any Governmental Authority having jurisdiction with
respect to any Project.

          "Governmental Authority" means any nation or government, any federal,
state, local or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

          "Holder" means any Person entitled to enforce any of the Obligations,
whether or not such Person holds any evidence of Indebtedness, including,
without limitation, the Payment and Disbursement Agent, each Arranger, and each
other Lender.

          "Improvements" means all buildings, fixtures, structures, parking
areas, landscaping and all other improvements whether existing now or hereafter
constructed, together with all machinery and mechanical, electrical, HVAC and
plumbing systems presently located thereon and used in the operation thereof,
excluding (a) any such items owned by utility service providers, (b) any such
items owned by tenants or other third-parties unaffiliated with the Borrower
and (c) any items of personal property.

          "Indebtedness", as applied to any Person, means, at any time, without
duplication, (a) all indebtedness, obligations or other liabilities of such
Person (whether consolidated or representing the proportionate interest in any
other Person) (i) for borrowed money (including construction loans) or
evidenced by debt securities, debentures, acceptances, notes or other similar
instruments, and any accrued interest, fees and charges relating thereto, (ii)
under profit payment agreements or in respect of obligations to redeem,
repurchase or exchange any Securities of such Person or to pay dividends in
respect of any stock, (iii) with respect to letters of credit issued for such
Person's account, (iv) to pay the deferred purchase price of property or
services, except accounts payable and accrued expenses arising in the ordinary
course of business, (v) in respect of Capital Leases, (vi) which are Contingent
Obligations or (vii) under warranties and indemnities; (b) all indebtedness,
obligations or other liabilities of such Person or others secured by a Lien on
any property of such Person, whether or not such indebtedness, obligations or
liabilities are assumed by such Person, all as of such time; (c) all
indebtedness, obligations or other liabilities of such Person in respect of
interest rate contracts and foreign exchange contracts, net of liabilities owed
to such Person by the counterparties thereon; (d) all preferred stock subject
(upon the occurrence of any contingency or otherwise) to mandatory redemption;
and (e) all contingent Contractual Obligations with respect to any of the
foregoing.

          "Indemnified Matters" is defined in Section 15.3.

          "Indemnitees" is defined in Section 15.3.

          "Initial Funding Date" means the date on or after September 27, 1996,
on which all of the conditions described in Section 6.1 have been satisfied (or
waived) in a manner satisfactory to the Payment and Disbursement Agent and the
Lenders and on which the initial Loans under this Agreement are made by the
Lenders to the Borrower.

          "Interest Rate Hedges" is defined in Section 9.9.

          "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended to the date hereof and from time to time hereafter, any successor
statute and any regulations or guidance promulgated thereunder.

          "Investment" means, with respect to any Person, (i) any purchase or
other acquisition by that Person of Securities, or of a beneficial interest in
Securities, issued by any other Person, (ii) any purchase by that Person of all
or substantially all of the assets of a business conducted by another Person,
and (iii) any loan, advance (other than deposits with financial institutions
available for withdrawal on demand, prepaid expenses, accounts receivable,
advances to employees and similar items made or incurred in the ordinary course
of business) or capital contribution by that Person to any other Person,
including all Indebtedness to such Person arising from a sale of property by
such Person other than in the ordinary course of its business.  The amount of
any Investment shall be the original cost of such Investment, plus the cost of
all additions thereto less the amount of any return of capital or principal to
the extent such return is in cash with respect to such Investment without any
adjustments for increases or decreases in value or write-ups, write-downs or
write-offs with respect to such Investment.

          "Investment Grade" means (i) with respect to Moody's a Credit Rating
of Baa3 or higher and (ii) with respect to S&P, a Credit Rating of BBB- or
higher.

          "IRS" means the Internal Revenue Service and any Person succeeding to
the functions thereof.

          "Issuing Bank" is defined in Section 3.1.

          "knowledge" with reference to any General Partner, the Borrower or
any Subsidiary of the Borrower, means the actual knowledge of such Person after
reasonable inquiry (which reasonable inquiry shall include, without limitation,
interviewing and questioning such other Persons as such General Partner, the
Borrower or such Subsidiary of the Borrower, as applicable, deems reasonably
necessary).

          "Lease" means a lease, license, concession agreement or other
agreement providing for the use or occupancy of any portion of any Project,
including all amendments, supplements, modifications and assignments thereof
and all side letters or side agreements relating thereto.

          "Lender" means each of the Arrangers, the Co-Agents, and each
financial institution a signatory hereto as a Lender as of the Closing Date
and, at any other given time, each financial institution which is a party
hereto as a Arranger, Co-Agent or Lender, whether as a signatory hereto or
pursuant to an Assignment and Acceptance, and regardless of the capacity in
which such entity is acting (i.e. whether as Payment and Disbursement Agent,
Arranger, Co-Agent or Lender).

          "Letter of Credit" means any Commercial Letter of Credit or Standby
Letter of Credit.

          "Letter of Credit Obligations" means, at any particular time, the sum
of (i) all outstanding Reimbursement Obligations, and (ii) the aggregate
undrawn face amount of all outstanding Letters of Credit, and (iii) the
aggregate face amount of all Letters of Credit requested by the Borrower but
not yet issued.

          "Letter of Credit Reimbursement Agreement" means, with respect to a
Letter of Credit, such form of application therefor and form of reimbursement
agreement therefor (whether in a single or several documents, taken together)
as an Issuing Bank may employ in the ordinary course of business for its own
account, with such modifications thereto as may be agreed upon by such Issuing
Bank and the Borrower and as are not materially adverse (in the judgment of
such Issuing Bank and the Payment and Disbursement Agent) to the interests of
the Lenders; provided, however, in the event of any conflict between the terms
of any Letter of Credit Reimbursement Agreement and this Agreement, the terms
of this Agreement shall control.

          "Leverage Ratio" means the ratio, expressed as a percentage, of the
Total Adjusted Outstanding Indebtedness to the Capitalization Value.

          "Liabilities and Costs" means all liabilities, obligations,
responsibilities, losses, damages, personal injury, death, punitive damages,
economic damages, consequential damages, treble damages, intentional, willful
or wanton injury, damage or threat to the environment, natural resources or
public health or welfare, costs and expenses (including, without limitation,
attorney, expert and consulting fees and costs of investigation, feasibility or
Remedial Action studies), fines, penalties and monetary sanctions, interest,
direct or indirect, known or unknown, absolute or contingent, past, present or
future.

          "LIBOR Auction" means a solicitation of Money Market Quotes setting
forth Money Market Margins based on the Eurodollar Rate pursuant to Section
2.2.

          "Lien" means any mortgage, deed of trust, pledge, hypothecation,
assignment, conditional sale agreement, deposit arrangement, security interest,
encumbrance, lien (statutory or other and including, without limitation, any
Environmental Lien), preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever in respect of any
property of a Person, whether granted voluntarily or imposed by law, and
includes the interest of a lessor under a Capital Lease or under any financing
lease having substantially the same economic effect as any of the foregoing and
the filing of any financing statement or similar notice (other than a financing
statement filed by a "true" lessor pursuant to  9-408 of the Uniform Commercial
Code), naming the owner of such property as debtor, under the Uniform
Commercial Code or other comparable law of any jurisdiction.

          "Limited Minority Holdings" means Minority Holdings in which (i)
Borrower has a less than fifty percent (50%) ownership interest and (ii)
neither the Borrower nor the Company controls the management of such Minority
Holdings, whether as the general partner or managing member of such Minority
Holding, or otherwise. As used in this definition only, the term "control"
shall mean the authority to make major management decisions or the management
of day-to-day operations of such entity and shall include instances in which
the Management Company manages the day-to-day leasing, management, control or
development of the Properties of such Minority Interest pursuant to the terms
of a management agreement.

          "Limited Partners" means those Persons who from time to time are
limited partners of the Borrower; and "Limited Partner" means each of the
Limited Partners, individually.

          "Loan Account" is defined in Section 4.3(b).

          "Loan Documents" means this Agreement, the Notes and all other
instruments, agreements and written Contractual Obligations between the
Borrower and any of the Lenders pursuant to or in connection with the
transactions contemplated hereby.

          "Loans" means Committed Loans and Money Market Loans.

          "Management Company" means, collectively, (i) M.S. Management
Associates, Inc., a Delaware corporation and its wholly-owned or controlled
Subsidiaries and (ii) such other property management companies controlled
(directly or indirectly) by the Company for which the Borrower has previously
provided the Payment and Disbursement Agent with: (1) notice of such property
management company, and (2) evidence reasonably satisfactory to the Payment and
Disbursement Agent that such property management company is controlled
(directly or indirectly) by the Company.

          "Margin Stock" means "margin stock" as such term is defined in
Regulation U and Regulation G.

          "Material Adverse Effect" means a material adverse effect upon (i)
the financial condition or assets of the Borrower and its Subsidiaries taken as
a whole, (ii) the ability of the Borrower to perform its obligations under the
Loan Documents, or (iii) the ability of the Lenders or the Payment and
Disbursement Agent to enforce any of the Loan Documents.

          "Maximum Revolving Credit Amount" means, at any particular time, the
Revolving Credit Commitments at such time.

          "Merger" is defined in Section 14.1.

          "MGT" means Morgan Guaranty Trust Company of New York.

          "MIS" means a computerized management information system for
recording and maintenance of information regarding purchases, sales, aging,
categorization, and locations of Properties, creation and aging of receivables,
and accounts payable (including agings thereof).

          "Minority Holdings"  means partnerships, joint ventures and
corporations held or owned by the Borrower or a General Partner which are not
wholly-owned by the Borrower or a General Partner.

          "Money Market Lender" means, as to each Money Market Loan, the Lender
funding such Money Market Loan.

          "Money Market Lending Office" means, as to each Lender, its Domestic
Lending Office or such other office, branch or affiliate of such Lender as it
may hereafter designate as its Money Market Lending Office by notice to the
Borrower and the Payment and Disbursement Agent.

          "Money Market Loan" means a loan to be made by a Lender pursuant to a
LIBOR Auction (including such a loan bearing interest at the Base Rate pursuant
to Section 5.2).

          "Money Market Margin" has the meaning set forth in Section 2.2.

          "Money Market Quote" means an offer by a Lender to make a Money
Market Loan in accordance with Section 2.2.

          "Money Market Rate" has the meaning set forth in Section 2.2.

          "Moody's" means Moody's Investor Services, Inc.

          "Multiemployer Plan" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA which is, or within the immediately preceding six
(6) years was, contributed to by either the Borrower or any ERISA Affiliate or
in respect of which the Borrower or any ERISA Affiliate has assumed any
liability.

          "Non Pro Rata Loan" is defined in Section 4.2 (b)(v).

          "Note" means a promissory note in the form attached hereto as Exhibit
B payable to a Lender, evidencing certain of the joint and several Obligations
of SPGLP and SDGLP to such Lender and executed by the Borrower as required by
Section 4.3(a), as the same may be amended, supplemented, modified or restated
from time to time; "Notes" means, collectively, all of such Notes outstanding
at any given time.

          "Notice of Borrowing" means a Notice of Committed Borrowing or a
Notice of Money Market Borrowing.

          "Notice of Committed Borrowing" means a notice substantially in the
form of Exhibit C attached hereto and made a part hereof.

          "Notice of Conversion/Continuation" means a notice substantially in
the form of Exhibit D attached hereto and made a part hereof with respect to a
proposed conversion or continuation of a Loan pursuant to Section 5.1(c).

          "Notice of Money Market Borrowing" has the meaning set forth in
Section 2.2.

          "Obligations" means all Loans, advances, debts, liabilities,
obligations, covenants and duties owing by the Borrower to the Payment and
Disbursement Agent, any Arranger, any other Lender, any Affiliate of the
Payment and Disbursement Agent, the Arrangers, any other Lender, or any Person
entitled to indemnification pursuant to Section 15.3 of this Agreement, of any
kind or nature, arising under this Agreement, the Notes or any other Loan
Document.  The term includes, without limitation, all interest, charges,
expenses, fees, reasonable attorneys' fees and disbursements and any other sum
chargeable to the Borrower under this Agreement or any other Loan Document.

          "Officer's Certificate" means, as to a corporation, a certificate
executed on behalf of such corporation by the chairman of its board of
directors (if an officer of such corporation) or its chief executive officer,
president, any of its vice-presidents, its chief financial officer, or its
treasurer and, as to a partnership, a certificate executed on behalf of such
partnership by the chairman of the board of directors (if an officer of such
corporation) or chief executive officer, president, any vice-president, or
treasurer of the general partner of such partnership.

          "Operating Lease" means, as applied to any Person, any lease of any
property (whether real, personal or mixed) by that Person as lessee which is
not a Capital Lease.

          "Organizational Documents" means, with respect to any corporation,
limited liability company, or partnership (i) the articles/certificate of
incorporation (or the equivalent organizational documents) of such corporation
or limited liability company, (ii) the partnership agreement executed by the
partners in the partnership, (iii) the by-laws (or the equivalent governing
documents) of the corporation, limited liability company or partnership, and
(iv) any document setting forth the designation, amount and/or relative rights,
limitations and preferences of any class or series of such corporation's
Capital Stock or such limited liability company's or partnership's equity or
ownership interests.

          "OSHA" means the Occupational Safety and Health Act of 1970, 29
U.S.C.  651 et seq., any amendments thereto, any successor statutes and any
regulations or guidance promulgated thereunder.

          "Payment and Disbursement Agent" is UBS, and each successor payment
and disbursement agent appointed pursuant to the terms of Article XII of this
Agreement.

          "PBGC" means the Pension Benefit Guaranty Corporation and any Person
succeeding to the functions thereof.

          "Permits" means any permit, consent, approval, authorization license,
variance, or permission required from any Person, including any Governmental
Approvals.

          "Permitted Securities Options" means the subscriptions, options,
warrants, rights, convertible Securities and other agreements or commitments
relating to the issuance of the Borrower's Securities or the Company's Capital
Stock identified as such on Schedule 1.1.4.

          "Person" means any natural person, corporation, limited liability
company, limited partnership, general partnership, joint stock company, joint
venture, association, company, trust, bank, trust company, land trust, business
trust or other organization, whether or not a legal entity, and any
Governmental Authority.

          "Plan" means an employee benefit plan defined in Section 3(3) of
ERISA in respect of which the Borrower or any ERISA Affiliate is, or within the
immediately preceding six (6) years was, an "employer" as defined in Section
3(5) of ERISA or the Borrower or any ERISA Affiliate has assumed any liability.

          "Potential Event of Default" means an event which, with the giving of
notice or the lapse of time, or both, would constitute an Event of Default.

          "Prepayment Date" is defined in Section 4.1(d).

          "Process Agent" is defined in Section 15.17(a).

          "Project" means any shopping center, retail property and mixed-use
property owned, directly or indirectly, by any of the Consolidated Businesses
or Minority Holdings.

          "Property" means any Real Property or personal property, plant,
building, facility, structure, underground storage tank or unit, equipment,
General Intangible, Receivable, or other asset owned, leased or operated by any
Consolidated Business or any Minority Holding (including any surface water
thereon or adjacent thereto, and soil and groundwater thereunder).

          "Pro Rata Share" means, with respect to any Lender, the percentage
obtained by dividing (i) the sum of such Lender's Revolving Credit Commitment
(in each case, as adjusted from time to time in accordance with the provisions
of this Agreement or any Assignment and Acceptance to which such Lender is a
party) by (ii) the aggregate amount of all of the Revolving Credit Commitments.

          "RCRA" means the Resource Conservation and Recovery Act of 1976, 42
U.S.C.  6901 et seq., any amendments thereto, any successor statutes, and any
regulations or guidance promulgated thereunder.

          "Real Property" means all of the Borrower's present and future right,
title and interest (including, without limitation, any leasehold estate) in (i)
any plots, pieces or parcels of land, (ii) any Improvements of every nature
whatsoever (the rights and interests described in clauses (i) and (ii) above
being the "Premises"), (iii) all easements, rights of way, gores of land or any
lands occupied by streets, ways, alleys, passages, sewer rights, water courses,
water rights and powers, and public places adjoining such land, and any other
interests in property constituting appurtenances to the Premises, or which
hereafter shall in any way belong, relate or be appurtenant thereto, (iv) all
hereditaments, gas, oil, minerals (with the right to extract, sever and remove
such gas, oil and minerals), and easements, of every nature whatsoever, located
in, on or benefitting the Premises and (v) all other rights and privileges
thereunto belonging or appertaining and all extensions, additions,
improvements, betterments, renewals, substitutions and replacements to or of
any of the rights and interests described in clauses (iii) and (iv) above.

          "Reference Bank" means UBS.

          "Register" is defined in Section 15.1(c).

          "Regulation A" means Regulation A of the Federal Reserve Board as in
effect from time to time.

          "Regulation G" means Regulation G of the Federal Reserve Board as in
effect from time to time.

          "Regulation T" means Regulation T of the Federal Reserve Board as in
effect from time to time.

          "Regulation U" means Regulation U of the Federal Reserve Board as in
effect from time to time.

          "Regulation X" means Regulation X of the Federal Reserve Board as in
effect from time to time.

          "Reimbursement Date" is defined in Section 3.1(d)(i)(A).

          "Reimbursement Obligations" means the aggregate non-contingent
reimbursement or repayment obligations of the Borrower with respect to amounts
drawn under Letters of Credit.

          "REIT" means a domestic trust or corporation that qualifies as a real
estate investment trust under the provisions of Sections 856, et seq. of the
Internal Revenue Code.

          "Release" means any release, spill, emission, leaking, pumping,
pouring, dumping, injection, deposit, disposal, abandonment, or discarding of
barrels, containers or other receptacles, discharge, emptying, escape,
dispersal, leaching or migration into the indoor or outdoor environment or into
or out of any Property, including the movement of Contaminants through or in
the air, soil, surface water, groundwater or Property.

          "Remedial Action" means actions required to (i) clean up, remove,
treat or in any other way address Contaminants in the indoor or outdoor
environment; (ii) prevent the Release or threat of Release or minimize the
further Release of Contaminants; or (iii) investigate and determine if a
remedial response is needed and to design such a response and post-remedial
investigation, monitoring, operation and maintenance and care.

          "Reportable Event" means any of the events described in Section
4043(b) of ERISA and the regulations promulgated thereunder as in effect from
time to time but not including any such event as to which the thirty (30) day
notice requirement has been waived by applicable PBGC regulations.

          "Requirements of Law" means, as to any Person, the charter and by-
laws or other organizational or governing documents of such Person, and any
law, rule or regulation, or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is
subject including, without limitation, the Securities Act, the Securities
Exchange Act, Regulations G, T, U and X, ERISA, the Fair Labor Standards Act,
the Worker Adjustment and Retraining Notification Act, Americans with
Disabilities Act of 1990, and any certificate of occupancy, zoning ordinance,
building, environmental or land use requirement or Permit and Environmental,
Health or Safety Requirement of Law.

          "Requisite Lenders" means Lenders whose Pro Rata Shares, in the
aggregate, are greater than sixty-six and two-thirds percent (66.67%);
provided, however, that, in the event any of the Lenders shall have failed to
fund its Pro Rata Share of any Loan requested by the Borrower which such
Lenders are obligated to fund under the terms of this Agreement and any such
failure has not been cured as provided in Section 4.2(b)(v)(B), then for so
long as such failure continues, "Requisite Lenders" means Lenders (excluding
all Lenders whose failure to fund their respective Pro Rata Shares of such
Loans have not been so cured) whose Pro Rata Shares represent more than sixty-
six and two-thirds percent (66.67%) of the aggregate Pro Rata Shares of such
Lenders; provided, further, however, that, in the event that the Revolving
Credit Commitments have been terminated pursuant to the terms of this
Agreement, "Requisite Lenders" means Lenders (without regard to such Lenders'
performance of their respective obligations hereunder) whose aggregate ratable
shares (stated as a percentage) of the aggregate outstanding principal balance
of all Loans are greater than sixty-six and two-thirds percent (66.67%).

          "Revolving Credit Availability" means, at any particular time, the
amount by which the Maximum Revolving Credit Amount at such time exceeds the
Revolving Credit Obligations at such time.

          "Revolving Credit Commitment" means, with respect to any Lender, the
obligation of such Lender to make Committed Loans and to participate in Letters
of Credit pursuant to the terms and conditions of this Agreement, and which
shall not exceed the principal amount set forth opposite such Lender's name
under the heading "Revolving Credit Commitment" on the signature pages hereof
or the signature page of the Assignment and Acceptance by which it became a
Lender, as modified from time to time pursuant to the terms of this Agreement
or to give effect to any applicable Assignment and Acceptance, and "Revolving
Credit Commitments" means the aggregate principal amount of the Revolving
Credit Commitments of all the Lenders, the maximum amount of which shall be
$750,000,000, as reduced from time to time pursuant to Section 4.1.

          "Revolving Credit Obligations" means, at any particular time, the sum
of (i) the outstanding principal amount of the Committed Loans at such time,
plus (ii) the Letter of Credit Obligations at such time, plus (iii) the
outstanding principal amount of the Money Market Loans at such time.

          "Revolving Credit Period" means the period from the Initial Funding
Date to the Business Day next preceding the Revolving Credit Termination Date.

          "Revolving Credit Termination Date" means the earlier to occur of (i)
September 27, 1999 (or, if not a Business Day, the next preceding Business
Day), provided, however, that the Revolving Credit Termination Date may be
extended until September 27, 2000 (or, if not a Business Day, the next
preceding Business Day) in accordance with the provisions of Section 2.5
hereof; and (ii) the date of termination of the Revolving Credit Commitments
pursuant to the terms of this Agreement.

          "S&P" means Standard & Poor's Ratings Service.

          "SD" means SD Property Group, Inc., an Ohio corporation (formerly
known as DeBartolo Realty Corporation).

          "SDGLP" means Simon-DeBartolo Group, L.P., a Delaware limited
partnership.

          "SDGLP Partnership Agreement" means that certain Fifth Amended and
Restated Limited Partnership Agreement of SDGLP, dated as of August 9, 1996.

          "SDG Reorganization Transactions" means the transactions, including
the Merger, which shall occur over time to effect the consolidation of the
businesses, operations, assets and liabilities of the Company and SD and their
respective Subsidiaries, including, without limitation, any transfers and
contributions by SPGLP or the Company which may be made, directly or
indirectly, to SDGLP or its wholly-owned Subsidiaries to effect such
consolidation (but specifically excluding the transfer of any assets from
either SDGLP or SPGLP to any General Partner).

          "Secured Indebtedness" means any Indebtedness secured by a Lien.

          "Securities" means any stock, shares, voting trust certificates,
partnership interests, bonds, debentures, notes or other evidences of
indebtedness, secured or unsecured, convertible, subordinated or otherwise, or
in general any instruments commonly known as "securities", including, without
limitation, any "security" as such term is defined in Section 8-102 of the
Uniform Commercial Code, or any certificates of interest, shares, or
participations in temporary or interim certificates for the purchase or
acquisition of, or any right to subscribe to, purchase or acquire any of the
foregoing, but shall not include the Notes or any other evidence of the
Obligations.

          "Securities Act" means the Securities Act of 1933, as amended from
time to time, and any successor statute.

          "Securities Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time, and any successor statute.

          "Solvent", when used with respect to any Person, means that at the
time of determination:

          (i)  the fair saleable value of its assets is in excess of the total
amount of its liabilities (including, without limitation, contingent
liabilities); and

         (ii)  the present fair saleable value of its assets is greater than
its probable liability on its existing debts as such debts become absolute and
matured; and

        (iii)  it is then able and expects to be able to pay its debts
(including, without limitation, contingent debts and other commitments) as they
mature; and

         (iv)  it has capital sufficient to carry on its business as conducted
and as proposed to be conducted.

          "SPGLP" means Simon Property Group, L.P., a Delaware limited
partnership.

          "SPGLP Partnership Agreement" means that certain Third Amended and
Restated Agreement of Limited Partnership of Simon Property Group, L.P., dated
as of August 9, 1996.

          "Standby Letter of Credit" means any letter of credit issued by an
Issuing Bank pursuant to Section 3.1 for the account of the Borrower, which is
not a Commercial Letter of Credit.

          "Subsidiary" of a Person means any corporation, limited liability
company, general or limited partnership, or other entity of which securities or
other ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are at the
time directly or indirectly owned or controlled by such Person, one or more of
the other subsidiaries of such Person or any combination thereof.

          "Taxes" is defined in Section 13.1(a).

          "Tenant Allowance" means a cash allowance paid to a tenant by the
landlord pursuant to a Lease.

          "TI Work" means any construction or other "build-out" of tenant
leasehold improvements to the space demised to such tenant under Leases
(excluding such tenant's furniture, fixtures and equipment) performed pursuant
to the terms of such Leases, whether or not such tenant improvement work is
performed by or on behalf of the landlord or as part of a Tenant Allowance.

          "Total Adjusted Outstanding Indebtedness" means, for any period, the
sum of (i) the amount of Indebtedness of the Consolidated Businesses set forth
on the then most recent quarterly financial statements of the Borrower and (ii)
the outstanding amount of Minority Holding Indebtedness allocable in accordance
with GAAP to any of the Consolidated Businesses as of the time of determination
and (iii) the Contingent Obligations of the Consolidated Businesses and, to the
extent allocable to the Consolidated Businesses in accordance with GAAP, of the
Minority Holdings.

          "Total Unsecured Outstanding Indebtedness" means that portion of
Total Adjusted Outstanding Indebtedness that is not secured by a Lien.

          "UBS" means Union Bank of Switzerland, New York Branch.

          "Unencumbered Combined EBITDA" means that portion of Combined EBITDA
which represents revenues earned from the Management Company (up to 5% of
Combined EBITDA) or from   Real Property that is not subject to or encumbered
by Secured Indebtedness and is not subject to any agreements, the effect of
which would be to restrict, directly or indirectly, the ability of the owner of
such Property from granting Liens thereon, calculated on the first day of each
fiscal quarter for the four immediately preceding consecutive fiscal quarters.

          "Uniform Commercial Code" means the Uniform Commercial Code as
enacted in the State of New York, as it may be amended from time to time.

          "Unsecured Debt Yield" is defined in Section 10.12(e).

          "Unsecured Interest Expense" means the interest expense incurred on
the Total Unsecured Outstanding Indebtedness.

          "Unused Commitment Fee" is defined in Section 5.3 (b).

          "Unused Commitment Fee Percentage" means the applicable percentage
per annum determined, at any time, based on the range into which Borrower's
Credit Rating (if any) then falls, in accordance with the following table.  Any
change in the Unused Commitment Fee Percentage shall be effective immediately
as of the date on which any of the rating agencies announces a change in the
Borrower's Credit Rating or the date on which the Borrower has no Credit
Rating, whichever is applicable.  The Unused Commitment Fee shall not be
payable during the time, from time to time, that the Borrower maintains an
Investment Grade Credit Rating.

          The Unused Commitment Fee Percentage during the time, from time to
time, that the Borrower does not maintain an Investment Grade Credit Rating
shall be as follows:

          Percentage of            Percentage of
          Unused Facility               Unused Facility
          < or equal to 33.3%      >33.3%
          of Maximum Revolving          of Maximum Revolving
          Credit Amount                 Credit Amount

               0.35%                    0.25%

          "Unused Facility" shall mean the amount, calculated daily, by which
the Revolving Credit Commitments exceed the sum of (i) the outstanding
principal amount of the Committed Loans, plus (ii) the outstanding
Reimbursement Obligations, plus (iii) the aggregate undrawn face amount of all
outstanding Letters of Credit.

          1.2.  Computation of Time Periods.  In this Agreement, in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
mean "to but excluding".  Periods of days referred to in this Agreement shall
be counted in calendar days unless Business Days are expressly prescribed.  Any
period determined hereunder by reference to a month or months or year or years
shall end on the day in the relevant calendar month in the relevant year, if
applicable, immediately preceding the date numerically corresponding to the
first day of such period, provided that if such period commences on the last
day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month during which such period is to end),
such period shall, unless otherwise expressly required by the other provisions
of this Agreement, end on the last day of the calendar month.

          1.3.  Accounting Terms.  Subject to Section 15.4, for purposes of
this Agreement, all accounting terms not otherwise defined herein shall have
the meanings assigned to them in conformity with GAAP.

          1.4.  Other Terms.  All other terms contained in this Agreement
shall, unless the context indicates otherwise, have the meanings assigned to
such terms by the Uniform Commercial Code to the extent the same are defined
therein.


     ARTICLE II
     AMOUNTS AND TERMS OF LOANS

          2.1.  Committed Loans.

          (a)  Availability.  Subject to the terms and conditions set forth in
this Agreement, each Lender hereby severally and not jointly agrees to make
revolving loans, in Dollars (each individually, a "Committed Loan" and,
collectively, the "Committed Loans") to the Borrower from time to time during
the Revolving Credit Period, in an amount not to exceed such Lender's Pro Rata
Share of the Revolving Credit Availability at such time.  All Committed Loans
comprising the same Borrowing under this Agreement shall be made by the Lenders
simultaneously and proportionately to their then respective Pro Rata Shares, it
being understood that no Lender shall be responsible for any failure by any
other Lender to perform its obligation to make a Committed Loan hereunder nor
shall the Revolving Credit Commitment of any Lender be increased or decreased
as a result of any such failure.  Subject to the provisions of this Agreement,
the Borrower may repay any outstanding Committed Loan on any day which is a
Business Day and any amounts so repaid may be reborrowed, up to the amount
available under this Section 2.1(a) at the time of such Borrowing, until the
Business Day next preceding the Revolving Credit Termination Date.  Each
requested Borrowing of Committed Loans funded on any Funding Date shall be in a
principal amount of at least $1,500,000; provided, however, that if the
aggregate Revolving Credit Commitments outstanding at the time of such
requested Borrowing is less than $1,500,000, then the requested Borrowing shall
be for the total amount of such outstanding aggregate Revolving Credit
Commitments.

          (b)  Notice of Committed Borrowing.  When the Borrower desires to
borrow under this Section 2.1, it shall deliver to the Payment and Disbursement
Agent a Notice of Committed Borrowing, signed by it (i) no later than 12:00
noon (New York time) on the Business Day immediately preceding the proposed
Funding Date, in the case of a Borrowing of Base Rate Loans and (ii) no later
than 11:00 a.m. (New York time) at least three (3) Business Days in advance of
the proposed Funding Date, in the case of a Borrowing of Eurodollar Rate Loans;
provided, however, that no Borrowing may be made within less than five (5)
Business Days after any given Borrowing.  Such Notice of Committed Borrowing
shall specify (i) the proposed Funding Date (which shall be a Business Day),
(ii) the amount of the proposed Borrowing, (iii) the Revolving Credit
Availability as of the date of such Notice of Borrowing, (iv) whether the
proposed Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, (v) in
the case of Eurodollar Rate Loans, the requested Eurodollar Interest Period and
(vi) instructions for the disbursement of the proceeds of the proposed
Borrowing.  In lieu of delivering such a Notice of Committed Borrowing (except
with respect to a Borrowing of Committed Loans on the Initial Funding Date),
the Borrower may give the Payment and Disbursement Agent telephonic notice of
any proposed Borrowing by the time required under this Section 2.1(b), if the
Borrower confirms such notice by delivery of the Notice of Borrowing to the
Payment and Disbursement Agent by facsimile transmission promptly, but in no
event later than 3:00 p.m. (New York time) on the same day.  Any Notice of
Borrowing (or telephonic notice in lieu thereof) given pursuant to this Section
2.1(b) shall be irrevocable.

          (c)  Making of Loans.  (i)  Promptly after receipt of a Notice of
Committed Borrowing under Section 2.1(b) (or telephonic notice in lieu
thereof), the Payment and Disbursement Agent shall notify each Lender by
facsimile transmission, or other similar form of transmission, of the proposed
Borrowing (which notice to the Lenders, in the case of a Borrowing of
Eurodollar Rate Loans, shall be at least three (3) Business Days in advance of
the proposed Funding Date for such Loans).  Each Lender shall deposit an amount
equal to its Pro Rata Share of the Borrowing requested by the Borrower with the
Payment and Disbursement Agent at its office in New York, New York, in
immediately available funds, not later than 12:00 noon. (New York time) on the
respective Funding Date therefor.  Subject to the fulfillment of the conditions
precedent set forth in Section 6.1 or Section 6.2, as applicable, the Payment
and Disbursement Agent shall make the proceeds of such amounts received by it
available to the Borrower at the Payment and Disbursement Agent's office in New
York, New York on such Funding Date (or on the date received if later than such
Funding Date) and shall disburse such proceeds in accordance with the
Borrower's disbursement instructions set forth in the applicable Notice of
Borrowing.  The failure of any Lender to deposit the amount described above
with the Payment and Disbursement Agent on the applicable Funding Date shall
not relieve any other Lender of its obligations hereunder to make its Committed
Loan on such Funding Date. In the event the conditions precedent set forth in
Section 6.1 or 6.2 are not fulfilled as of the proposed Funding Date for any
Borrowing, the Payment and Disbursement Agent shall promptly return, by wire
transfer of immediately available funds, the amount deposited by each Lender to
such Lender.

          (ii)  Unless the Payment and Disbursement Agent shall have been
notified by any Lender on the Business Day immediately preceding the applicable
Funding Date in respect of any Borrowing that such Lender does not intend to
fund its Committed Loan requested to be made on such Funding Date, the Payment
and Disbursement Agent may assume that such Lender has funded its Committed
Loan and is depositing the proceeds thereof with the Payment and Disbursement
Agent on the Funding Date therefor, and the Payment and Disbursement Agent in
its sole discretion may, but shall not be obligated to, disburse a
corresponding amount to the Borrower on the applicable Funding Date.  If the
Loan proceeds corresponding to that amount are advanced to the Borrower by the
Payment and Disbursement Agent but are not in fact deposited with the Payment
and Disbursement Agent by such Lender on or prior to the applicable Funding
Date, such Lender agrees to pay, and in addition the Borrower agrees to repay,
to the Payment and Disbursement Agent forthwith on demand such corresponding
amount, together with interest thereon, for each day from the date such amount
is disbursed to or for the benefit of the Borrower until the date such amount
is paid or repaid to the Payment and Disbursement Agent, at the interest rate
applicable to such Borrowing.  If such Lender shall pay to the Payment and
Disbursement Agent the corresponding amount, the amount so paid shall
constitute such Lender's Committed Loan, and if both such Lender and the
Borrower shall pay and repay such corresponding amount, the Payment and
Disbursement Agent shall promptly pay to the Borrower such corresponding
amount.  This Section 2.1(c)(ii) does not relieve any Lender of its obligation
to make its Committed Loan on any applicable Funding Date.

          2.2.  Money Market Loans.

          (a)  The Money Market Option. From time to time during the Revolving
Credit Period, and provided that at such time the Borrower maintains an
Investment Grade Credit Rating, the Borrower may, as set forth in this Section
2.2, request the Lenders during the Revolving Credit Period to make offers to
make Money Market Loans to the Borrower, not to exceed, at such time, the
lesser of (i) $150,000,000 in the maximum outstanding and (ii) the Revolving
Credit Availability.  Subject to the provisions of this Agreement, the Borrower
may repay any outstanding Money Market Loan on any day which is a Business Day
and any amounts so repaid may be reborrowed, up to the amount available under
this Section 2.2(a) at the time of such Borrowing, until the Business Day next
preceding the Revolving Credit Termination Date.  The Lenders may, but shall
have no obligation to, make such offers and the Borrower may, but shall have no
obligation to, accept any such offers in the manner set forth in this Section
2.2.

          (b)  Money Market Quote Request.  When the Borrower wishes to request
offers to make Money Market Loans under this Section, it shall transmit to the
Payment and Disbursement Agent by telex or facsimile transmission a Money
Market Quote Request substantially in the form of Exhibit H hereto so as to be
received not later than 10:30 A.M. (New York City time) on the fifth (5th)
Business Day prior to the date of Borrowing proposed therein (or such other
time or date as the Borrower and the Payment and Disbursement Agent shall have
mutually agreed and shall have notified to the Lenders not later than the date
of the Money Market Quote Request for the first LIBOR Auction for which such
change is to be effective) specifying:

          (i)  the proposed date of Borrowing, which shall be a Business Day,

          (ii)  the aggregate amount of such Borrowing, which shall be
$25,000,000 or a larger multiple of $1,000,000,

          (iii)  the duration of the Eurodollar Interest Period applicable
thereto, subject to the provisions of Section 5.2(b), and

          (iv) the amount of all Money Market Loans then outstanding (which,
together with the requested Borrowing shall not exceed, in the aggregate, the
lesser of $150,000,000 or the Revolving Credit Availability).

The Borrower may request offers to make Money Market Loans for more than one
Eurodollar Interest Period in a single Money Market Quote Request.  Borrower
may not make more than one (1) Money Market Quote Request in any thirty-day
Eurodollar Interest Period.

          (c)  Invitation for Money Market Quotes.  Promptly upon receipt of a
Money Market Quote Request, the Payment and Disbursement Agent shall send to
the Lenders by telex or facsimile transmission an Invitation for Money Market
Quotes substantially in the form of Exhibit I hereto, which shall constitute an
invitation by the Borrower to each Lender to submit Money Market Quotes
offering to make the Money Market Loans to which such Money Market Quote
Request relates in accordance with this Section.

          (d)  Submission and Contents of Money Market Quotes.  (i)  Each
Lender may submit a Money Market Quote containing an offer or offers to make
Money Market Loans in response to any Invitation for Money Market Quotes.  Each
Money Market Quote must comply with the requirements of this subsection (d) and
must be submitted to the Payment and Disbursement Agent by telex or facsimile
transmission not later than 2:00 P.M. (New York City time) on the fourth (4th)
Business Day prior to the proposed date of Borrowing, in the case of a LIBOR
Auction (or such other time or date as the Borrower and the Payment and
Disbursement Agent shall have mutually agreed and shall have notified to the
Lenders not later than the date of the Money Market Quote Request for the first
LIBOR Auction for which such change is to be effective); provided that Money
Market Quotes submitted by the Payment and Disbursement Agent (or any affiliate
of the Payment and Disbursement Agent) in the capacity of a Lender may be
submitted, and may only be submitted, if the Payment and Disbursement Agent or
such affiliate notifies the Borrower of the terms of the offer or offers
contained therein not later than one hour prior to the deadline for the other
Lenders, in the case of a LIBOR Auction.  Any Money Market Quote so made shall
be irrevocable except with the written consent of the Payment and Disbursement
Agent given on the instructions of the Borrower.

          (ii)  Each Money Market Quote shall be in substantially the form of
Exhibit J hereto and shall in any case specify:

          (A)  the proposed date of Borrowing,

          (B)  the principal amount of the Money Market Loan for which each
such offer is being made, which principal amount (w) may be greater than or
less than the Revolving Credit Commitment of the quoting Lender, (x) must be
$5,000,000 or a larger multiple of $1,000,000, (y) may not exceed the principal
amount of Money Market Loans for which offers were requested and (z) may be
subject to an aggregate limitation as to the principal amount of Money Market
Loans for which offers being made by such quoting Lender may be accepted,

          (C)  either (1) the margin above or below the applicable Eurodollar
Rate (the "Money Market Margin") offered for each such Money Market Loan,
expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be
added to or subtracted from such base rate, or (2) a flat rate of interest
(each, a "Money Market Rate") offered for each Money Market Loan and,

          (D)  the identity of the quoting Lender.

A Money Market Quote may set forth up to five separate offers by the quoting
Lender with respect to each Eurodollar Interest Period specified in the related
Invitation for Money Market Quotes.

          (iii)  Any Money Market Quote shall be disregarded if it:

          (A)  is not substantially in conformity with Exhibit J hereto or does
not specify all of the information required by subsection (d)(ii) above;

          (B)  proposes terms other than or in addition to those set forth in
the applicable Invitation for Money Market Quotes; or

          (C)  arrives after the time set forth in subsection (d)(i).

          (e)  Notice to Borrower.  The Payment and Disbursement Agent shall
promptly notify the Borrower of the terms (x) of any Money Market Quote
submitted by a Lender that is in accordance with subsection (d) and (y) of any
Money Market Quote that amends, modifies or is otherwise inconsistent with a
previous Money Market Quote submitted by such Lender with respect to the same
Money Market Quote Request.  Any such subsequent Money Market Quote shall be
disregarded by the Payment and Disbursement Agent unless such subsequent Money
Market Quote is submitted solely to correct a manifest error in such former
Money Market Quote.  The Payment and Disbursement Agent's notice to the
Borrower shall specify (A) the aggregate principal amount of Money Market Loans
for which offers have been received for each Interest Period specified in the
related Money Market Quote Request, (B) the principal amounts and Money Market
Margin or Money Market Rate, as the case may be, so offered and (C) if
applicable, limitations on the aggregate principal amount of Money Market Loans
for which offers in any single Money Market Quote may be accepted.

          (f)  Acceptance and Notice by Borrower.  Not later than 6:00 P.M.
(New York City time) on the fourth Business Day prior to the proposed date of
Borrowing, in the case of a LIBOR Auction (or such other time or date as the
Borrower and the Payment and Disbursement Agent shall have mutually agreed and
shall have notified to the Lenders not later than the date of the Money Market
Quote Request for the first LIBOR Auction for which such change is to be
effective), the Borrower shall telephonically notify the Payment and
Disbursement Agent of its acceptance or non-acceptance of the offers so
notified to it pursuant to subsection (e), and the Borrower shall confirm such
telephonic notification in writing not later than the third Business Day prior
to the proposed date of Borrowing.  In the case of acceptance, such notice (a
"Notice of Money Market Borrowing"), whether telephonic or in writing, shall
specify the aggregate principal amount of offers for each Eurodollar Interest
Period that are accepted.  The Borrower may accept any Money Market Quote in
whole or in part; provided that:

          (i)  the aggregate principal amount of each Money Market Borrowing
may not exceed the applicable amount set forth in the related Money Market
Quote Request;

         (ii)  the principal amount of each Money Market Borrowing must be
$5,000,000 or a larger multiple of $1,000,000;

        (iii)  acceptance of offers may only be made on the basis of ascending
Money Market Quotes; and

         (iv)  the Borrower may not accept any offer that is described in
subsection (d)(iii) or that otherwise fails to comply with the requirements of
this Agreement.

          (g)  Allocation by Payment and Disbursement Agent.  If offers are
made by two or more Lenders with the same Money Market Margins and/or Money
Market Rates, for a greater aggregate principal amount than the amount in
respect of which such offers are accepted for the related Eurodollar Interest
Period, the principal amount of Money Market Loans in respect of which such
offers are accepted shall be allocated by the Payment and Disbursement Agent
among such Lenders as nearly as possible (in multiples of $1,000,000, as the
Payment and Disbursement Agent may deem appropriate) in proportion to the
aggregate principal amounts of such offers.  Determinations by the Payment and
Disbursement Agent of the amounts of Money Market Loans shall be conclusive in
the absence of manifest error.

          2.3.  Use of Proceeds of Loans and Letters of Credit.  The proceeds
of the Loans and the Letters of Credit issued for the account of the Borrower
hereunder may be used for the purposes of:

          (a)  acquisition of Projects similar to and consistent with the types
of Projects owned and/or operated by the Borrower on the Closing Date;

          (b)  renovation of Properties owned and operated by the Borrower;

          (c)  funding of TI Work and Tenant Allowances;

          (d)  financing construction related to Properties owned and operated
by the Borrower;

          (e)  acquisition of portfolios of Projects or interests in Projects
similar to and consistent with the types of Projects owned and/or operated by
the Borrower on the Closing Date; and

          (f)  other working capital needs of the Borrower, inclusive of
repayment of Indebtedness for borrowed money;

each of which purposes described in clauses (i) through (vi) above shall be
lawful working capital purposes of the Borrower.

          2.4.  Revolving Credit Termination Date; Maturity of Money Market
Loans.  (a)  The Revolving Credit Commitments shall terminate, and all
outstanding Revolving Credit Obligations shall be paid in full (or, in the case
of unmatured Letter of Credit Obligations, provision for payment in cash shall
be made to the satisfaction of the Lenders actually issuing Letters of Credit
and the Requisite Lenders), on the Revolving Credit Termination Date. Each
Lender's obligation to make Loans shall terminate on the Business Day next
preceding the Revolving Credit Termination Date.

          (b)  Each Money Market Loan included in any Money Market Borrowing
shall mature, and the principal amount thereof shall be due and payable,
together with the accrued interest thereon, on the last day of the Eurodollar
Interest Period applicable to such Borrowing.

          2.5.  Extension Option.

          (a)  The Borrower shall have one option (the "Extension Option") to
extend the maturity of the Revolving Credit Commitments for a period of one (1)
year.  Subject to the conditions set forth in clause (b) below, Borrower may
exercise the Extension Option by delivering written notice (the "Extension
Notice"), together with the payment of the Extension Fee for the account of the
Lenders (based on their respective Pro Rata Shares), to the Payment and
Disbursement Agent on or before the date which is forty-five (45) days prior to
the third anniversary of the Closing Date, stating that Borrower will extend
the Revolving Credit Termination Date for one (1) year.  Borrower's delivery of
the Extension Notice shall be irrevocable. In no event shall the Revolving
Credit Termination Date occur later than four years after the Closing Date.

          (b)  The Borrower's right to exercise the Extension Option shall be
subject to the following terms and conditions: (i) no Potential Event of
Default or Event of Default shall have occurred and be continuing either on the
date Borrower delivers the Extension Notice to the Payment and Disbursement
Agent or on the date that this Agreement would otherwise have terminated, (ii)
the Borrower shall be in full compliance with all covenants and conditions set
forth in this Agreement as of the date Borrower delivers the Extension Notice
to the Agent or on the date that this Agreement would otherwise have
terminated, and (iii) the Borrower shall have paid the Extension Fee to the
Payment and Disbursement Agent for the account of the Lenders (based on their
respective Pro Rata Shares).

          2.6.  Maximum Credit Facility.  Notwithstanding anything in this
Agreement to the contrary, in no event shall the aggregate principal Revolving
Credit Obligations exceed the Revolving Credit Availability.

          2.7.  Authorized Agents.  On the Closing Date and from time to time
thereafter, the Borrower shall deliver to the Payment and Disbursement Agent an
Officer's Certificate setting forth the names of the employees and agents
authorized to request Loans and Letters of Credit and to request a
conversion/continuation of any Loan and containing a specimen signature of each
such employee or agent.  The employees and agents so authorized shall also be
authorized to act for the Borrower in respect of all other matters relating to
the Loan Documents. The Payment and Disbursement Agent, the Arrangers, the Co-
Agents, the Lenders and any Issuing Bank shall be entitled to rely conclusively
on such employee's or agent's authority to request such Loan or Letter of
Credit or such conversion/continuation until the Payment and Disbursement Agent
and the Arrangers receive written notice to the contrary.  None of the Payment
and Disbursement Agent or the Arrangers shall have any duty to verify the
authenticity of the signature appearing on any written Notice of Borrowing or
Notice of Conversion/Continuation or any other document, and, with respect to
an oral request for such a Loan or Letter of Credit or such
conversion/continuation, the Payment and Disbursement Agent and the Arrangers
shall have no duty to verify the identity of any person representing himself or
herself as one of the employees or agents authorized to make such request or
otherwise to act on behalf of the Borrower.  None of the Payment and
Disbursement Agent, the Arrangers or the Lenders shall incur any liability to
the Borrower or any other Person in acting upon any telephonic or facsimile
notice referred to above which the Payment and Disbursement Agent or the
Arrangers believes to have been given by a person duly authorized to act on
behalf of the Borrower and the Borrower hereby indemnifies and holds harmless
the Payment and Disbursement Agent, each Arranger and each other Lender from
any loss or expense the Payment and Disbursement Agent, the Arrangers or the
Lenders might incur in acting in good faith as provided in this Section 2.7.


     ARTICLE III
     LETTERS OF CREDIT

          3.1.  Letters of Credit.  Subject to the terms and conditions set
forth in this Agreement, including, without limitation, Section 3.1(c)(ii),
each Arranger hereby severally agrees to issue for the account of the Borrower
one or more Letters of Credit (any Arranger actually issuing a Letter of
Credit, an "Issuing Bank"), subject to the following provisions:

          (a)  Types and Amounts.  An Issuing Bank shall not have any
obligation to issue, amend or extend, and shall not issue, amend or extend, any
Letter of Credit at any time:

          (i)  if the aggregate Letter of Credit Obligations with respect to
such Issuing Bank, after giving effect to the issuance, amendment or extension
of the Letter of Credit requested hereunder, shall exceed any limit imposed by
law or regulation upon such Issuing Bank;

          (ii)  if, immediately after giving effect to the issuance, amendment
or extension of such Letter of Credit, (1) the Letter of Credit Obligations at
such time would exceed $100,000,000 or (2) the Revolving Credit Obligations at
such time would exceed the Maximum Revolving Credit Amount at such time, or (3)
one or more of the conditions precedent contained in Sections 6.1 or 6.2, as
applicable, would not on such date be satisfied, unless such conditions are
thereafter satisfied and written notice of such satisfaction is given to such
Issuing Bank by the Payment and Disbursement Agent (and such Issuing Bank shall
not otherwise be required to determine that, or take notice whether, the
conditions precedent set forth in Sections 6.1 or 6.2, as applicable, have been
satisfied);

          (iii)  which has an expiration date later than the earlier of (A) the
date one (1) year after the date of issuance (without regard to any automatic
renewal provisions thereof) or (B) the Business Day next preceding the
scheduled Revolving Credit Termination Date; or

          (iv)  which is in a currency other than Dollars.

          (b)  Conditions.  In addition to being subject to the satisfaction of
the conditions precedent contained in Sections 6.1 and 6.2, as applicable, the
obligation of an Issuing Bank to issue, amend or extend any Letter of Credit is
subject to the satisfaction in full of the following conditions:

          (i)  if the Issuing Bank so requests, the Borrower shall have
executed and delivered to such Issuing Bank and the Payment and Disbursement
Agent a Letter of Credit Reimbursement Agreement and such other documents and
materials as may be required pursuant to the terms thereof; and

          (ii)  the terms of the proposed Letter of Credit shall be
satisfactory to the Issuing Bank in its sole discretion.

          (c)  Issuance of Letters of Credit.  (i)  The Borrower shall give the
Payment and Disbursement Agent written notice that it requires the issuance a
Letter of Credit not later than 11:00 a.m. (New York time) on the third (3rd)
Business Day preceding the requested date for issuance thereof under this
Agreement.  Such notice shall be irrevocable unless and until such request is
denied by the applicable Arranger and shall specify (A) that the requested
Letter of Credit is either a Commercial Letter of Credit or a Standby Letter of
Credit, (B) that such Letter of Credit is solely for the account of the
Borrower, (C) the stated amount of the Letter of Credit requested, (D) the
effective date (which shall be a Business Day) of issuance of such Letter of
Credit, (E) the date on which such Letter of Credit is to expire (which shall
be a Business Day and no later than the Business Day immediately preceding the
scheduled Revolving Credit Termination Date), (F) the Person for whose benefit
such Letter of Credit is to be issued, (G) other relevant terms of such Letter
of Credit, (H) the Revolving Credit Availability at such time, and (I) the
amount of the then outstanding Letter of Credit Obligations.

          (ii) The Arrangers shall jointly select one Arranger to act as
Issuing Bank with respect to such Letter of Credit, which selection shall be in
the sole discretion of the Arrangers.  If such Arranger declines to issue the
Letter of Credit, the Arrangers shall jointly select an alternative Lender to
issue such Letter of Credit.

          (iii)  The selected Arranger (if not the Payment and Disbursement
Agent) shall give the Payment and Disbursement Agent written notice, or
telephonic notice confirmed promptly thereafter in writing, of the issuance,
amendment or extension of a Letter of Credit (which notice the Payment and
Disbursement Agent shall promptly transmit by telegram, facsimile transmission,
or similar transmission to each Lender).

          (d)  Reimbursement Obligations; Duties of Issuing Banks and other
Lenders.

          (i)  Notwithstanding any provisions to the contrary in any Letter of
Credit Reimbursement Agreement:

          (A)  the Borrower shall reimburse the Issuing Bank for amounts drawn
under its Letter of Credit, in Dollars, no later than the date (the
"Reimbursement Date") which is the earlier of (I) the time specified in the
applicable Letter of Credit Reimbursement Agreement and (II) three (3) Business
Days after the Borrower receives written notice from the Issuing Bank that
payment has been made under such Letter of Credit by the Issuing Bank; and

          (B)  all Reimbursement Obligations with respect to any Letter of
Credit shall bear interest at the rate applicable to Base Rate Loans in
accordance with Section 5.1(a) from the date of the relevant drawing under such
Letter of Credit until the Reimbursement Date and thereafter at the rate
applicable to Base Rate Loans in accordance with Section 5.1(d).

          (ii)  The Issuing Bank shall give the Payment and Disbursement Agent
written notice, or telephonic notice confirmed promptly thereafter in writing,
of all drawings under a Letter of Credit and the payment (or the failure to pay
when due) by the Borrower on account of a Reimbursement Obligation (which
notice the Payment and Disbursement Agent shall promptly transmit by telegram,
facsimile transmission or similar transmission to each Lender).

         (iii)  No action taken or omitted in good faith by an Issuing Bank
under or in connection with any Letter of Credit shall put such Issuing Bank
under any resulting liability to any Lender, the Borrower or, so long as it is
not issued in violation of Section 3.1(a), relieve any Lender of its
obligations hereunder to such Issuing Bank.  Solely as between the Issuing
Banks and the other Lenders, in determining whether to pay under any Letter of
Credit, the Issuing Bank shall have no obligation to the other Lenders other
than to confirm that any documents required to be delivered under a respective
Letter of Credit appear to have been delivered and that they appear on their
face to comply with the requirements of such Letter of Credit.

          (e)  Participations.  (i)  Immediately upon issuance by an Issuing
Bank of any Letter of Credit in accordance with the procedures set forth in
this Section 3.1, each Lender shall be deemed to have irrevocably and
unconditionally purchased and received from that Issuing Bank, without recourse
or warranty, an undivided interest and participation in such Letter of Credit
to the extent of such Lender's Pro Rata Share, including, without limitation,
all obligations of the Borrower with respect thereto (other than amounts owing
to the Issuing Bank under Section 3.1(g)) and any security therefor and
guaranty pertaining thereto.

          (ii)  If any Issuing Bank makes any payment under any Letter of
Credit and the Borrower does not repay such amount to the Issuing Bank on the
Reimbursement Date, the Issuing Bank shall promptly notify the Payment and
Disbursement Agent, which shall promptly notify each other Lender, and each
Lender shall promptly and unconditionally pay to the Payment and Disbursement
Agent for the account of such Issuing Bank, in immediately available funds, the
amount of such Lender's Pro Rata Share of such payment (net of that portion of
such payment, if any, made by such Issuing Bank in its capacity as an issuer of
a Letter of Credit), and the Payment and Disbursement Agent shall promptly pay
to such Issuing Bank such amounts received by it, and any other amounts
received by the Payment and Disbursement Agent for such Issuing Bank's account,
pursuant to this Section 3.1(e).  If a Lender does not make its Pro Rata Share
of the amount of such payment available to the Payment and Disbursement Agent,
such Lender agrees to pay to the Payment and Disbursement Agent for the account
of the Issuing Bank, forthwith on demand, such amount together with interest
thereon at the interest rate then applicable to Base Rate Loans in accordance
with Section 5.1(a). The failure of any Lender to make available to the Payment
and Disbursement Agent for the account of an Issuing Bank its Pro Rata Share of
any such payment shall neither relieve any other Lender of its obligation
hereunder to make available to the Payment and Disbursement Agent for the
account of such Issuing Bank such other Lender's Pro Rata Share of any payment
on the date such payment is to be made nor increase the obligation of any other
Lender to make such payment to the Payment and Disbursement Agent.

          (iii)  Whenever an Issuing Bank receives a payment on account of a
Reimbursement Obligation, including any interest thereon, as to which the
Payment and Disbursement Agent has previously received payments from any other
Lender for the account of such Issuing Bank pursuant to this Section 3.1(e),
such Issuing Bank shall promptly pay to the Payment and Disbursement Agent and
the Payment and Disbursement Agent shall promptly pay to each other Lender an
amount equal to such other Lender's Pro Rata Share thereof.  Each such payment
shall be made by such reimbursed Issuing Bank or the Payment and Disbursement
Agent, as the case may be, on the Business Day on which such Person receives
the funds paid to such Person pursuant to the preceding sentence, if received
prior to 11:00 a.m. (New York time) on such Business Day, and otherwise on the
next succeeding Business Day.

          (iv)  Upon the written request of any Lender, the Issuing Banks shall
furnish such requesting Lender copies of any Letter of Credit, Letter of Credit
Reimbursement Agreement, and related amendment to which such Issuing Bank is
party and such other documentation as reasonably may be requested by the
requesting Lender.

          (v)  The obligations of a Lender to make payments to the Payment and
Disbursement Agent for the account of any Issuing Bank with respect to a Letter
of Credit shall be irrevocable, shall not be subject to any qualification or
exception whatsoever except willful misconduct or gross negligence of such
Issuing Bank, and shall be honored in accordance with this Article III
(irrespective of the satisfaction of the conditions described in Sections 6.1
and 6.2, as applicable) under all circumstances, including, without limitation,
any of the following circumstances:

          (A)  any lack of validity or enforceability of this Agreement or any
of the other Loan Documents;

          (B)  the existence of any claim, setoff, defense or other right which
the Borrower may have at any time against a beneficiary named in a Letter of
Credit or any transferee of a beneficiary named in a Letter of Credit (or any
Person for whom any such transferee may be acting), any Lender, or any other
Person, whether in connection with this Agreement, any Letter of Credit, the
transactions contemplated herein or any unrelated transactions (including any
underlying transactions between the account party and beneficiary named in any
Letter of Credit);

          (C)  any draft, certificate or any other document presented under the
Letter of Credit having been determined to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate
in any respect;

          (D)  the surrender or impairment of any security for the performance
or observance of any of the terms of any of the Loan Documents;

          (E)  any failure by that Issuing Bank to make any reports required
pursuant to Section 3.1(h) or the inaccuracy of any such report; or

          (F)  the occurrence of any Event of Default or Potential Event of
Default.

          (f)  Payment of Reimbursement Obligations.  (i)  The Borrower
unconditionally agrees to pay to each Issuing Bank, in Dollars, the amount of
all Reimbursement Obligations, interest and other amounts payable to such
Issuing Bank under or in connection with the Letters of Credit when such
amounts are due and payable, irrespective of any claim, setoff, defense or
other right which the Borrower may have at any time against any Issuing Bank or
any other Person.

         (ii)  In the event any payment by the Borrower received by an Issuing
Bank with respect to a Letter of Credit and distributed by the Payment and
Disbursement Agent to the Lenders on account of their participations is
thereafter set aside, avoided or recovered from such Issuing Bank in connection
with any receivership, liquidation or bankruptcy proceeding, each Lender which
received such distribution shall, upon demand by such Issuing Bank, contribute
such Lender's Pro Rata Share of the amount set aside, avoided or recovered
together with interest at the rate required to be paid by such Issuing Bank
upon the amount required to be repaid by it.

          (g)  Letter of Credit Fee Charges.  In connection with each Letter of
Credit, Borrower hereby covenants to pay to the Payment and Disbursement Agent
the following fees each payable quarterly in arrears (on the first Banking Day
of each calendar quarter following the issuance of each Letter of Credit):  (1)
a fee for the account of the Lenders, computed daily on the amount of the
Letter of Credit issued and outstanding at a rate per annum equal to the
"Banks' L/C Fee Rate" (as hereinafter defined) and (2) a fee, for the Issuing
Bank's own account, computed daily on the amount of the Letter of Credit issued
and outstanding at a rate per annum equal to 0.125%.  For purposes of this
Agreement, the "Banks' L/C Fee Rate" shall mean, at any time, a rate per annum
equal to the Applicable Margin for Eurodollar Rate Loans less 0.125% per annum.
It is understood and agreed that the last installment of the fees provided for
in this paragraph (g) with respect to any particular Letter of Credit shall be
due and payable on the first day of the fiscal quarter following the return,
undrawn, or cancellation of such Letter of Credit.  In addition, the Borrower
shall pay to each Issuing Bank, solely for its own account, the standard
charges assessed by such Issuing Bank in connection with the issuance,
administration, amendment and payment or cancellation of Letters of Credit and
such compensation in respect of such Letters of Credit for the Borrower's
account as may be agreed upon by the Borrower and such Issuing Bank from time
to time.

          (h)  Letter of Credit Reporting Requirements.  Each Issuing Bank
shall, no later than the tenth (10th) Business Day following the last day of
each calendar month, provide to the Payment and Disbursement Agent, the
Borrower, and each other Lender separate schedules for Commercial Letters of
Credit and Standby Letters of Credit issued as Letters of Credit, in form and
substance reasonably satisfactory to the Payment and Disbursement Agent,
setting forth the aggregate Letter of Credit Obligations outstanding to it at
the end of each month and, to the extent not otherwise provided in accordance
with the provisions of Section 3.1(c)(ii), any information requested by the
Payment and Disbursement Agent or the Borrower relating to the date of issue,
account party, amount, expiration date and reference number of each Letter of
Credit issued by it.

          (i)  Indemnification; Exoneration.  (i)  In addition to all other
amounts payable to an Issuing Bank, the Borrower hereby agrees to defend,
indemnify, and save the Payment and Disbursement Agent, each Issuing Bank, and
each other Lender harmless from and against any and all claims, demands,
liabilities, penalties, damages, losses (other than loss of profits), costs,
charges and expenses (including reasonable attorneys' fees but excluding taxes)
which the Payment and Disbursement Agent, the Issuing Banks, or such other
Lender may incur or be subject to as a consequence, direct or indirect, of (A)
the issuance of any Letter of Credit other than as a result of the gross
negligence or willful misconduct of the Issuing Bank, as determined by a court
of competent jurisdiction, or (B) the failure of the Issuing Bank to honor a
drawing under such Letter of Credit as a result of any act or omission, whether
rightful or wrongful, of any present or future de jure or de facto government
or Governmental Authority.

         (ii)  As between the Borrower on the one hand and the Lenders on the
other hand, the Borrower assumes all risks of the acts and omissions of, or
misuse of Letters of Credit by, the respective beneficiaries of the Letters of
Credit.  In furtherance and not in limitation of the foregoing, subject to the
provisions of the Letter of Credit Reimbursement Agreements, the Payment and
Disbursement Agent, the Issuing Banks and the other Lenders shall not be
responsible for:  (A) the form, validity, legality, sufficiency, accuracy,
genuineness or legal effect of any document submitted by any party in
connection with the application for and issuance of the Letters of Credit, even
if it should in fact prove to be in any or all respects invalid, insufficient,
inaccurate, fraudulent or forged; (B) the validity, legality or sufficiency of
any instrument transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective for any reason;
(C) failure of the beneficiary of a Letter of Credit to duly comply with
conditions required in order to draw upon such Letter of Credit; (D) errors,
omissions, interruptions or delays in transmission or delivery of any messages,
by mail, cable, telegraph, telex or otherwise, whether or not they be in
cipher; (E) errors in interpretation of technical terms; (F) any loss or delay
in the transmission or otherwise of any document required in order to make a
drawing under any Letter of Credit or of the proceeds thereof; (G) the
misapplication by the beneficiary of a Letter of Credit of the proceeds of any
drawing under such Letter of Credit; and (H) any consequences arising from
causes beyond the control of the Payment and Disbursement Agent, the Issuing
Banks or the other Lenders.

          3.2.  Obligations Several.  The obligations of the Payment and
Disbursement Agent, each Issuing Bank, and each other Lender under this Article
III are several and not joint, and no Issuing Bank or other Lender shall be
responsible for the obligation to issue Letters of Credit or participation
obligation hereunder, respectively, of any other Issuing Bank or other Lender.


     ARTICLE IV
     PAYMENTS AND PREPAYMENTS

          4.1.  Prepayments; Reductions in Revolving Credit Commitments.

          (a)  Voluntary Prepayments.  The Borrower may, at any time and from
time to time, prepay the Loans in part or in their entirety, subject to the
following limitations. The Borrower shall give at least fifteen (15) days'
prior written notice to the Payment and Disbursement Agent (which the Payment
and Disbursement Agent shall promptly transmit to each Lender) of any
prepayment in the entirety to be made prior to the occurrence of an Event of
Default, which notice of prepayment shall specify the date (which shall be a
Business Day) of prepayment. When notice of prepayment is delivered as provided
herein, the outstanding principal amount of the Loans on the prepayment date
specified in the notice shall become due and payable on such prepayment date.
Each voluntary partial prepayment of the Loans shall be in a minimum amount of
$1,000,000 and in integral multiples of $1,000,000 in excess of that amount.
Eurodollar Rate Loans and Money Market Loans may be prepaid in part or in their
entirety only upon payment of the amounts described in Section 5.2(f).

          (b)  Voluntary Reductions In Revolving Credit Commitments.  The
Borrower may, upon at least fifteen (15) days' prior written notice to the
Payment and Disbursement Agent (which the Payment and Disbursement Agent shall
promptly transmit to each Lender), at any time and from time to time, terminate
in whole or permanently reduce in part the Revolving Credit Commitments,
provided that the Borrower shall have made whatever payment may be required to
reduce the Revolving Credit Obligations to an amount less than or equal to the
Revolving Credit Commitments as reduced or terminated, which amount shall
become due and payable on the date specified in such notice.  Any partial
reduction of the Revolving Credit Commitments shall be in an aggregate minimum
amount of $1,000,000 and integral multiples of $1,000,000 in excess of that
amount, and shall reduce the Revolving Credit Commitment of each Lender
proportionately in accordance with its Pro Rata Share.  Any notice of
termination or reduction given to the Payment and Disbursement Agent under this
Section 4.1(b) shall specify the date (which shall be a Business Day) of such
termination or reduction and, with respect to a partial reduction, the
aggregate principal amount thereof.

          (c)  No Penalty.  The prepayments and payments in respect of
reductions and terminations described in clauses (a) and (b) of this Section
4.1 may be made without premium or penalty (except as provided in Section
5.2(f)).

          (d)  Mandatory Prepayment.  If at any time from and after the Closing
Date: (i) the Borrower merges or consolidates with another Person (other than
pursuant to the SDG Reorganization Transactions, which are expressly permitted
subject to the terms of Article XIV hereof) and the Borrower is not the
surviving entity, or (ii) the Borrower or any Consolidated Subsidiary sells,
transfers, assigns or conveys assets, the book value of which (computed in
accordance with GAAP but without deduction for depreciation), in the aggregate
of all such sales, transfers, assignments, foreclosures, or conveyances exceeds
30% of the Capitalization Value, or (iii) the portion of Capitalization Value
attributable to the aggregate Limited Minority Holdings (but excluding the
Borrower's interest in Pentagon Fashion Center) of the Borrower and its
Consolidated Subsidiaries exceed 20% of Capitalization Value, or (iv) the
Borrower or the Management Company ceases to provide property management and
leasing services to 33% of the total number of Shopping Centers in which the
Borrower has an ownership interest (the date any such event shall occur being
the "Prepayment Date"), the Revolving Credit Commitment shall be terminated and
the Borrower shall be required to prepay the Loans in their entirety as if the
Prepayment Date were the Revolving Credit Termination Date.  The Borrower shall
immediately make such prepayment together with interest accrued to the date of
the prepayment on the principal amount prepaid and shall return or cause to be
returned all Letters of Credit to the applicable Lender.  In connection with
the prepayment of any Loan prior to the maturity thereof, the Borrower shall
also pay any applicable expenses pursuant to Section 5.2(f).  Each such
prepayment shall be applied to prepay ratably the Loans of the Lenders.
Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed.  As used
in this Section 4.1(d) only, the phrase "sells, transfers, assigns or conveys"
shall not include (i) sales or conveyances among Borrower and any Consolidated
Subsidiaries, or (ii) mortgages secured by Real Property.

          4.2.  Payments.

          (a)  Manner and Time of Payment.  All payments of principal of and
interest on the Loans and Reimbursement Obligations and other Obligations
(including, without limitation, fees and expenses) which are payable to the
Payment and Disbursement Agent, the Arrangers or any other Lender shall be made
without condition or reservation of right, in immediately available funds,
delivered to the Payment and Disbursement Agent (or, in the case of
Reimbursement Obligations, to the pertinent Arranger) not later than 12:00 noon
(New York time) on the date and at the place due, to such account of the
Payment and Disbursement Agent (or such Arranger) as it may designate, for the
account of the Payment and Disbursement Agent, an Arranger, or such other
Lender, as the case may be; and funds received by the Payment and Disbursement
Agent (or such Arranger), including, without limitation, funds in respect of
any Loans to be made on that date, not later than 12:00 noon (New York time) on
any given Business Day shall be credited against payment to be made that day
and funds received by the Payment and Disbursement Agent (or such Arranger)
after that time shall be deemed to have been paid on the next succeeding
Business Day.  Payments actually received by the Payment and Disbursement Agent
for the account of the Lenders, or any of them, shall be paid to them by the
Payment and Disbursement Agent promptly after receipt thereof.

          (b)  Apportionment of Payments.  (i)  Subject to the provisions of
Section 4.2(b)(v), all payments of principal and interest in respect of
outstanding Loans, all payments in respect of Reimbursement Obligations, all
payments of fees and all other payments in respect of any other Obligations,
shall be allocated among such of the Lenders as are entitled thereto, in
proportion to their respective Pro Rata Shares or otherwise as provided herein.
Subject to the provisions of Section 4.2(b)(ii), all such payments and any
other amounts received by the Payment and Disbursement Agent from or for the
benefit of the Borrower shall be applied in the following order:

          (A) to pay principal of and interest on any portion of the Loans
which the Payment and Disbursement Agent may have advanced on behalf of any
Lender other than UBS for which the Payment and Disbursement Agent has not then
been reimbursed by such Lender or the Borrower,

          (B) to pay all other Obligations then due and payable and

          (C) as the Borrower so designates.

Unless otherwise designated by the Borrower, all principal payments in respect
of Committed Loans shall be applied first, to repay outstanding Base Rate
Loans, and then to repay outstanding Eurodollar Rate Loans with those
Eurodollar Rate Loans which have earlier expiring Eurodollar Interest Periods
being repaid prior to those which have later expiring Eurodollar Interest
Periods.

         (ii)  After the occurrence of an Event of Default and while the same
is continuing, the Payment and Disbursement Agent shall apply all payments in
respect of any Obligations in the following order:

          (A)  first, to pay principal of and interest on any portion of the
Loans which the Payment and Disbursement Agent may have advanced on behalf of
any Lender other than UBS for which the Payment and Disbursement Agent has not
then been reimbursed by such Lender or the Borrower;

          (B)  second, to pay Obligations in respect of any fees, expense
reimbursements or indemnities then due to the Payment and Disbursement Agent;

          (C)  third, to pay principal of and interest on Letter of Credit
Obligations (or, to the extent such Obligations are contingent, deposited with
the Payment and Disbursement Agent to provide cash collateral in respect of
such Obligations);

          (D)  fourth, to pay Obligations in respect of any fees, expense
reimbursements or indemnities then due to the Lenders and the Co-Agents;

          (E)  fifth, to pay interest due in respect of Loans;

          (F)  sixth, to the ratable payment or prepayment of principal
outstanding on Loans; and

          (G)  seventh, to the ratable payment of all other Obligations.

The order of priority set forth in this Section 4.2(b)(ii) and the related
provisions of this Agreement are set forth solely to determine the rights and
priorities of the Payment and Disbursement Agent, the Arrangers, the other
Lenders and other Holders as among themselves.  The order of priority set forth
in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from
time to time be changed by the Requisite Lenders without necessity of notice to
or consent of or approval by the Borrower, any Holder which is not a Lender, or
any other Person.  The order of priority set forth in clauses (A) and (B) of
this Section 4.2(b)(ii) may be changed only with the prior written consent of
the Payment and Disbursement Agent.

          (iii)  The Payment and Disbursement Agent, in its sole discretion
subject only to the terms of this Section 4.2(b)(iii), may pay from the
proceeds of Loans made to the Borrower hereunder, whether made following a
request by the Borrower pursuant to Section 2.1 or a deemed request as provided
in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder,
including, without limitation, amounts payable with respect to payments of
principal, interest, Reimbursement Obligations and fees and all reimbursements
for expenses pursuant to Section 15.2.  The Borrower hereby irrevocably
authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in
each case, upon notice from the Payment and Disbursement Agent as described in
the following sentence for the purpose of paying principal, interest,
Reimbursement Obligations and fees due from the Borrower, reimbursing expenses
pursuant to Section 15.2 and paying any and all other amounts due and payable
by the Borrower hereunder or under the Notes, and agrees that all such Loans so
made shall be deemed to have been requested by it pursuant to Section 2.1 as of
the date of the aforementioned notice.  The Payment and Disbursement Agent
shall request Loans on behalf of the Borrower as described in the preceding
sentence by notifying the Lenders by facsimile transmission or other similar
form of transmission (which notice the Payment and Disbursement Agent shall
thereafter promptly transmit to the Borrower), of the amount and Funding Date
of the proposed Borrowing and that such Borrowing is being requested on the
Borrower's behalf pursuant to this Section 4.2(b)(iii).  On the proposed
Funding Date, the Lenders shall make the requested Loans in accordance with the
procedures and subject to the conditions specified in Section 2.1.

          (iv)  Subject to Section 4.2(b)(v), the Payment and Disbursement
Agent shall promptly distribute to each Arranger and each other Lender at its
primary address set forth on the appropriate signature page hereof or the
signature page to the Assignment and Acceptance by which it became a Lender, or
at such other address as a Lender or other Holder may request in writing, such
funds as such Person may be entitled to receive, subject to the provisions of
Article XII;  provided that the Payment and Disbursement Agent shall under no
circumstances be bound to inquire into or determine the validity, scope or
priority of any interest or entitlement of any Holder and may suspend all
payments or seek appropriate relief (including, without limitation,
instructions from the Requisite Lenders or an action in the nature of
interpleader) in the event of any doubt or dispute as to any apportionment or
distribution contemplated hereby.

          (v)  In the event that any Lender fails to fund its Pro Rata Share of
any Loan requested by the Borrower which such Lender is obligated to fund under
the terms of this Agreement (the funded portion of such Loan being hereinafter
referred to as a "Non Pro Rata Loan"), until the earlier of such Lender's cure
of such failure and the termination of the Revolving Credit Commitments, the
proceeds of all amounts thereafter repaid to the Payment and Disbursement Agent
by the Borrower and otherwise required to be applied to such Lender's share of
all other Obligations pursuant to the terms of this Agreement shall be advanced
to the Borrower by the Payment and Disbursement Agent on behalf of such Lender
to cure, in full or in part, such failure by such Lender, but shall
nevertheless be deemed to have been paid to such Lender in satisfaction of such
other Obligations.  Notwithstanding anything in this Agreement to the contrary:

          (A)  the foregoing provisions of this Section 4.2(b)(v) shall apply
only with respect to the proceeds of payments of Obligations and shall not
affect the conversion or continuation of Loans pursuant to Section 5.1(c);

          (B)  a Lender shall be deemed to have cured its failure to fund its
Pro Rata Share of any Loan at such time as an amount equal to such Lender's
original Pro Rata Share of the requested principal portion of such Loan is
fully funded to the Borrower, whether made by such Lender itself or by
operation of the terms of this Section 4.2(b)(v), and whether or not the Non
Pro Rata Loan with respect thereto has been repaid, converted or continued;

          (C)  amounts advanced to the Borrower to cure, in full or in part,
any such Lender's failure to fund its Pro Rata Share of any Loan ("Cure Loans")
shall bear interest at the Base Rate in effect from time to time, and for all
other purposes of this Agreement shall be treated as if they were Base Rate
Loans; and

          (D)  regardless of whether or not an Event of Default has occurred or
is continuing, and notwithstanding the instructions of the Borrower as to its
desired application, all repayments of principal which, in accordance with the
other terms of this Section 4.2, would be applied to the outstanding Base Rate
Loans shall be applied first, ratably to all Base Rate Loans constituting Non
Pro Rata Loans, second, ratably to Base Rate Loans other than those
constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate
Loans constituting Cure Loans.

          (c)  Payments on Non-Business Days.  Whenever any payment to be made
by the Borrower hereunder or under the Notes is stated to be due on a day which
is not a Business Day, the payment shall instead be due on the next succeeding
Business Day (or, as set forth in Section 5.2(b)(iii), the next preceding
Business Day).

          4.3.  Promise to Repay; Evidence of Indebtedness.

          (a)  Promise to Repay.  The Borrower hereby agrees to pay when due
the principal amount of each Loan which is made to it, and further agrees to
pay all unpaid interest accrued thereon, in accordance with the terms of this
Agreement and the Notes.  The Borrower shall execute and deliver to each Lender
on the Closing Date, a promissory note, in form and substance acceptable to the
Payment and Disbursement Agent and such Lender, evidencing the Loans and
thereafter shall execute and deliver such other promissory notes as are
necessary to evidence the Loans owing to the Lenders after giving effect to any
assignment thereof pursuant to Section 15.1, all in form and substance
acceptable to the Payment and Disbursement Agent and the parties to such
assignment (all such promissory notes and all amendments thereto, replacements
thereof and substitutions therefor being collectively referred to as the
"Notes"; and "Note" means any one of the Notes).

          (b)  Loan Account.  Each Lender shall maintain in accordance with its
usual practice an account or accounts (a "Loan Account") evidencing the
Indebtedness of the Borrower to such Lender resulting from each Loan owing to
such Lender from time to time, including the amount of principal and interest
payable and paid to such Lender from time to time hereunder and under the
Notes.

          (c)  Control Account.  The Register maintained by the Payment and
Disbursement Agent pursuant to Section 15.1(c) shall include a control account,
and a subsidiary account for each Lender, in which accounts (taken together)
shall be recorded (i) the date and amount of each Borrowing made hereunder, the
type of Loan comprising such Borrowing and any Eurodollar Interest Period
applicable thereto, (ii) the effective date and amount of each Assignment and
Acceptance delivered to and accepted by it and the parties thereto, (iii) the
amount of any principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder or under the Notes and (iv)
the amount of any sum received by the Payment and Disbursement Agent from the
Borrower hereunder and each Lender's share thereof.

          (d)  Entries Binding.  The entries made in the Register and each Loan
Account shall be conclusive and binding for all purposes, absent manifest
error.

          (e)  No Recourse to Limited Partners or General Partners.
Notwithstanding anything contained in this Agreement to the contrary, it is
expressly understood and agreed that nothing herein or in the Notes shall be
construed as creating any liability on any Limited Partner, any General
Partner, or any partner, officer, shareholder or director of any Limited
Partner or any General Partner to pay any of the Obligations other than
liability arising from or in connection with (i) fraud or (ii) the
misappropriation or misapplication of proceeds of the Loans; but nothing
contained in this Section 4.3(e) shall be construed to prevent the exercise of
any remedy allowed to the Payment and Disbursement Agent, the Arrangers, the Co-
Agents or the Lenders by law or by the terms of this Agreement or the other
Loan Documents which does not relate to or result in such an obligation by any
Limited Partner or any General Partner to pay money.


     ARTICLE V
     INTEREST AND FEES

          5.1.  Interest on the Loans and other Obligations.

          (a)  Rate of Interest.  All Loans and the outstanding principal
balance of all other Obligations shall bear interest on the unpaid principal
amount thereof from the date such Loans are made and such other Obligations are
due and payable until paid in full, except as otherwise provided in Section
5.1(d), as follows:

          (i)  If a Base Rate Loan or such other Obligation, at a rate per
annum equal to the sum of (A) the Base Rate, as in effect from time to time as
interest accrues, plus (B) the then Applicable Margin for Base Rate Loans; and

          (ii)  If a Eurodollar Rate Loan, at a rate per annum equal to the sum
of (A) the Eurodollar Rate determined for the applicable Eurodollar Interest
Period, plus (B) the then Applicable Margin for Eurodollar Loans; and

          (iii) If a Money Market Loan, at a rate per annum equal to either (A)
the sum of (1) the Eurodollar Rate determined for the applicable Eurodollar
Interest Period (determined as if the related Money Market Borrowing were a
Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money Market
Margin quoted by the Lender making such Money Market Loan in accordance with
Section 2.2. or (B) the Money Market Rate, as applicable.

The applicable basis for determining the rate of interest on the Loans shall be
selected by the Borrower at the time a Notice of Borrowing or a Notice of
Conversion/Continuation is delivered by the Borrower to the Payment and
Disbursement Agent; provided, however, the Borrower may not select the
Eurodollar Rate as the applicable basis for determining the rate of interest on
such a Loan if at the time of such selection an Event of Default or a Potential
Event of Default would occur or has occurred and is continuing and further
provided that, from and after the occurrence of an Event of Default or a
Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at
the Payment and Disbursement Agent's option, convert to a Base Rate Loan.  If
on any day any Loan is outstanding with respect to which notice has not been
timely delivered to the Payment and Disbursement Agent in accordance with the
terms of this Agreement specifying the basis for determining the rate of
interest on that day, then for that day interest on that Loan shall be
determined by reference to the Base Rate.

          (b)  Interest Payments.  (i)  Interest accrued on each Loan, whether
a Base Rate Loan, a Eurodollar Loan, or a Money Market Loan shall be calculated
on the last day of each calendar month and shall be payable in arrears (A) on
the first day of each calendar month, commencing on the first such day
following the making of such Loan, (B) upon the payment or prepayment thereof
in full or in part, and (C) if not theretofore paid in full, at maturity
(whether by acceleration or otherwise) of such Loan.

          (ii)  Interest accrued on the principal balance of all other
Obligations shall be calculated on the last day of each calendar month and
shall be payable in arrears (A) on the first day of each calendar month,
commencing on the first such day following the incurrence of such Obligation,
(B) upon repayment thereof in full or in part, and (C) if not theretofore paid
in full, at the time such other Obligation becomes due and payable (whether by
acceleration or otherwise).

          (c)  Conversion or Continuation.  (i)  The Borrower shall have the
option (A) to convert at any time all or any part of outstanding Base Rate
Loans to Eurodollar Rate Loans; (B) to convert all or any part of outstanding
Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the
same date to Base Rate Loans on such expiration date; or (C) to continue all or
any part of outstanding Eurodollar Rate Loans having Eurodollar Interest
Periods which expire on the same date as Eurodollar Rate Loans, and the
succeeding Eurodollar Interest Period of such continued Loans shall commence on
such expiration date; provided, however, no such outstanding Loan may be
continued as, or be converted into, a Eurodollar Rate Loan (i) if the
continuation of, or the conversion into, would violate any of the provisions of
Section 5.2 or (ii) if an Event of Default or a Potential Event of Default
would occur or has occurred and is continuing.  Any conversion into or
continuation of Eurodollar Rate Loans under this Section 5.1(c) shall be in a
minimum amount of $1,000,000 and in integral multiples of $100,000 in excess of
that amount, except in the case of a conversion into or a continuation of an
entire Borrowing of Non Pro Rata Loans.

          (ii)  To convert or continue a Loan under Section 5.1(c)(i), the
Borrower shall deliver a Notice of Conversion/Continuation to the Payment and
Disbursement Agent no later than 11:00 a.m. (New York time) at least three (3)
Business Days in advance of the proposed conversion/continuation date.  A
Notice of Conversion/Continuation shall specify (A) the proposed
conversion/continuation date (which shall be a Business Day), (B) the principal
amount of the Loan to be converted/continued, (C) whether such Loan shall be
converted and/or continued, and (D) in the case of a conversion to, or
continuation of, a Eurodollar Rate Loan, the requested Eurodollar Interest
Period.  In lieu of delivering a Notice of Conversion/Continuation, the
Borrower may give the Payment and Disbursement Agent telephonic notice of any
proposed conversion/continuation by the time required under this Section
5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of
Conversion/Continuation to the Payment and Disbursement Agent by facsimile
transmission promptly, but in no event later than 3:00 p.m. (New York time) on
the same day.  Promptly after receipt of a Notice of Conversion/Continuation
under this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the
Payment and Disbursement Agent shall notify each Lender by facsimile
transmission, or other similar form of transmission, of the proposed
conversion/continuation.  Any Notice of Conversion/Continuation for conversion
to, or continuation of, a Loan (or telephonic notice in lieu thereof) given
pursuant to this Section 5.1(c)(ii) shall be irrevocable, and the Borrower
shall be bound to convert or continue in accordance therewith. In the event no
Notice of Conversion/Continuation is delivered as and when specified in this
Section 5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the
expiration of the Eurodollar Interest Period applicable thereto, such Loans
shall automatically be continued as Eurodollar Rate Loans with a Eurodollar
Interest Period of thirty (30) days.

          (d)  Default Interest.  Notwithstanding the rates of interest
specified in Section 5.1(a) or elsewhere in this Agreement, effective
immediately upon the occurrence of an Event of Default, and for as long
thereafter as such Event of Default shall be continuing, the principal balance
of all Loans and other Obligations shall bear interest at a rate equal to the
sum of (A) the Base Rate, as in effect from time to time as interest accrues,
plus (B) four percent (4.0%) per annum.

          (e)  Computation of Interest.  Interest on all Obligations shall be
computed on the basis of the actual number of days elapsed in the period during
which interest accrues and a year of 360 days.  In computing interest on any
Loan, the date of the making of the Loan or the first day of a Eurodollar
Interest Period, as the case may be, shall be included and the date of payment
or the expiration date of a Eurodollar Interest Period, as the case may be,
shall be excluded; provided, however, if a Loan is repaid on the same day on
which it is made, one (1) day's interest shall be paid on such Loan.

          (f)  Eurodollar Rate Information.   Upon the reasonable request of
the Borrower from time to time, the Payment and Disbursement Agent shall
promptly provide to the Borrower such information with respect to the
applicable Eurodollar Rate as may be so requested.

          5.2.  Special Provisions Governing Eurodollar Rate Loans and Money
Market Loans.

          (a)  Amount of Eurodollar Rate Loans.  Each Eurodollar Rate Loan
shall be in a minimum principal amount of $1,500,000 and in integral multiples
of $100,000 in excess of that amount.

          (b)  Determination of Eurodollar Interest Period.  By giving notice
as set forth in Section 2.1(b) (with respect to a Borrowing of Eurodollar Rate
Loans), Section 2.2 (with respect to a Borrowing of Money Market Loans), or
Section 5.1(c) (with respect to a conversion into or continuation of Eurodollar
Rate Loans), the Borrower shall have the option, subject to the other
provisions of this Section 5.2, to select an interest period (each, a
"Eurodollar Interest Period") to apply to the Loans described in such notice,
subject to the following provisions:

          (i)  The Borrower may only select, as to a particular Borrowing of
Eurodollar Rate Loans, a Eurodollar Interest Period of one, two, three or six
months in duration or, with the prior written consent of the Arrangers, a
shorter or a longer duration;

          (ii)  The Borrower may only select, as to a particular Borrowing of
Money Market Loans, a Eurodollar Interest Period of one, two, or three months
in duration;

          (iii) In the case of immediately successive Eurodollar Interest
Periods applicable to a Borrowing of Eurodollar Rate Loans, each successive
Eurodollar Interest Period shall commence on the day on which the next
preceding Eurodollar Interest Period expires;

          (iv)  If any Eurodollar Interest Period would otherwise expire on a
day which is not a Business Day, such Eurodollar Interest Period shall be
extended to expire on the next succeeding Business Day if the next succeeding
Business Day occurs in the same calendar month, and if there will be no
succeeding Business Day in such calendar month, the Eurodollar Interest Period
shall expire on the immediately preceding Business Day;

          (v)  The Borrower may not select a Eurodollar Interest Period as to
any Loan if such Eurodollar Interest Period terminates later than the Revolving
Credit Termination Date;

          (vi)  The Borrower may not select a Eurodollar Interest Period with
respect to any portion of principal of a Loan which extends beyond a date on
which the Borrower is required to make a scheduled payment of such portion of
principal; and

          (vii)  There shall be no more than twelve (12) Eurodollar Interest
Periods in effect at any one time with respect to Eurodollar Rate Loans.

          (c)  Determination of Eurodollar Interest Rate.  As soon as
practicable on the second Business Day prior to the first day of each
Eurodollar Interest Period (the "Eurodollar Interest Rate Determination Date"),
the Payment and Disbursement Agent shall determine (pursuant to the procedures
set forth in the definition of "Eurodollar Rate") the interest rate which shall
apply to the Eurodollar Rate Loans or Money Market Loans for which an interest
rate is then being determined for the applicable Eurodollar Interest Period and
shall promptly give notice thereof (in writing or by telephone confirmed in
writing) to the Borrower and to each Lender.  The Payment and Disbursement
Agent's determination shall be presumed to be correct, absent manifest error,
and shall be binding upon the Borrower.

          (d)  Interest Rate Unascertainable, Inadequate or Unfair.  In the
event that at least one (1) Business Day before the Eurodollar Interest Rate
Determination Date:

          (i)  the Payment and Disbursement Agent is advised by the Reference
Bank that deposits in Dollars (in the applicable amounts) are not being offered
by the Reference Bank in the London interbank market for such Eurodollar
Interest Period; or

          (ii) the Payment and Disbursement Agent determines that adequate and
fair means do not exist for ascertaining the applicable interest rates by
reference to which the Eurodollar Rate then being determined is to be fixed; or

          (iii)  the Requisite Lenders advise the Payment and Disbursement
Agent that the Eurodollar Rate for Eurodollar Rate Loans comprising such
Borrowing will not adequately reflect the cost to such Requisite Lenders of
obtaining funds in Dollars in the London interbank market in the amount
substantially equal to such Lenders' Eurodollar Rate Loans in Dollars and for a
period equal to such Eurodollar Interest Period; or

          (iv)   the applicable Lender(s) advise the Payment and Disbursement
Agent that the Eurodollar Rate for Money Market Loans comprising such Borrowing
will not adequately reflect the cost to such Lender(s) of obtaining funds in
Dollars in the London Interbank market in the amount substantially equal to
such Lender(s)' Money Market Loans in Dollars and for a period equal to such
Eurodollar Interest Period;

then the Payment and Disbursement Agent shall forthwith give notice thereof to
the Borrower, whereupon (until the Payment and Disbursement Agent notifies the
Borrower that the circumstances giving rise to such suspension no longer exist)
the right of the Borrower to elect to have Loans bear interest based upon the
Eurodollar Rate shall be suspended and each outstanding Eurodollar Rate Loan
and Money Market Loan shall be converted into a Base Rate Loan on the last day
of the then current Eurodollar Interest Period therefor, notwithstanding any
prior election by the Borrower to the contrary.

          (e)  Illegality.  (i)  If at any time any Lender determines (which
determination shall, absent manifest error, be final and conclusive and binding
upon all parties) that the making or continuation of any Eurodollar Rate Loan
or Money Market Loan has become unlawful or impermissible by compliance by that
Lender with any law, governmental rule, regulation or order of any Governmental
Authority (whether or not having the force of law and whether or not failure to
comply therewith would be unlawful or would result in costs or penalties),
then, and in any such event, such Lender may give notice of that determination,
in writing, to the Borrower and the Payment and Disbursement Agent, and the
Payment and Disbursement Agent shall promptly transmit the notice to each other
Lender.

         (ii)  When notice is given by a Lender under Section 5.2(e)(i), (A)
the Borrower's right to request from such Lender and such Lender's obligation,
if any, to make Eurodollar Rate Loans shall be immediately suspended, and such
Lender shall make a Base Rate Loan as part of any requested Borrowing of
Eurodollar Rate Loans and (B) if the affected Eurodollar Rate Loan or Loans or
any Money Market Loans are then outstanding, the Borrower shall immediately, or
if permitted by applicable law, no later than the date permitted thereby, upon
at least one (1) Business Day's prior written notice to the Payment and
Disbursement Agent and the affected Lender, convert each such Loan into a Base
Rate Loan.

        (iii)  If at any time after a Lender gives notice under Section
5.2(e)(i) such Lender determines that it may lawfully make Eurodollar Rate
Loans, such Lender shall promptly give notice of that determination, in
writing, to the Borrower and the Payment and Disbursement Agent, and the
Payment and Disbursement Agent shall promptly transmit the notice to each other
Lender.  The Borrower's right to request, and such Lender's obligation, if any,
to make Eurodollar Rate Loans shall thereupon be restored.

          (f)  Compensation.  In addition to all amounts required to be paid by
the Borrower pursuant to Section 5.1 and Article XIII, the Borrower shall
compensate each Lender, upon demand, for all losses, expenses and liabilities
(including, without limitation, any loss or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such Lender
to fund or maintain such Lender's Eurodollar Rate Loans and/or Money Market
Loans to the Borrower but excluding any loss of Applicable Margin on the
relevant Loans) which that Lender may sustain (i) if for any reason a
Borrowing, conversion into or continuation of Eurodollar Rate Loans and/or
Money Market Loans does not occur on a date specified therefor in a Notice of
Borrowing or a Notice of Conversion/Continuation given by the Borrower or in a
telephonic request by it for borrowing or conversion/continuation or a
successive Eurodollar Interest Period does not commence after notice therefor
is given pursuant to Section 5.1(c), including, without limitation, pursuant to
Section 5.2(d), (ii) if for any reason any Eurodollar Rate Loan is prepaid
(including, without limitation, mandatorily pursuant to Section 4.1(d)) on a
date which is not the last day of the applicable Eurodollar Interest Period,
(iii) as a consequence of a required conversion of a Eurodollar Rate Loan or a
Money Market Loan to a Base Rate Loan as a result of any of the events
indicated in Section 5.2(d), or (iv) as a consequence of any failure by the
Borrower to repay a Eurodollar Rate Loan or a Money Market Loan when required
by the terms of this Agreement.  The Lender making demand for such compensation
shall deliver to the Borrower concurrently with such demand a written statement
in reasonable detail as to such losses, expenses and liabilities, and this
statement shall be conclusive as to the amount of compensation due to that
Lender, absent manifest error.

          (g)  Booking of Eurodollar Rate Loans and Money Market Loans.  Any
Lender may make, carry or transfer Eurodollar Rate Loans and Money Market Loans
at, to, or for the account of, its Eurodollar Lending Office or Eurodollar
Affiliate or its other offices or Affiliates.  No Lender shall be entitled,
however, to receive any greater amount under Sections 4.2 or 5.2(f) or Article
XIII as a result of the transfer of any such Eurodollar Rate Loan or Money
Market Loan to any office (other than such Eurodollar Lending Office) or any
Affiliate (other than such Eurodollar Affiliate) than such Lender would have
been entitled to receive immediately prior thereto, unless (i) the transfer
occurred at a time when circumstances giving rise to the claim for such greater
amount did not exist and (ii) such claim would have arisen even if such
transfer had not occurred.

          (h)  Affiliates Not Obligated.  No Eurodollar Affiliate or other
Affiliate of any Lender shall be deemed a party to this Agreement or shall have
any liability or obligation under this Agreement.

          (i)  Adjusted Eurodollar Rate.  Any failure by any Lender to take
into account the Eurodollar Reserve Percentage when calculating interest due on
Eurodollar Rate Loans or Money Market Loans shall not constitute, whether by
course of dealing or otherwise, a waiver by such Lender of its right to collect
such amount for any future period.

          5.3.  Fees.

          (a)  Facility Fee.   During the time, from time to time, that the
Borrower maintains an Investment Grade Credit Rating, the Borrower shall pay to
the Payment and Disbursement Agent, for the account of the Lenders based on
their respective Pro Rata Shares, a fee (the "Facility Fee"), accruing at a per
annum rate equal to the then applicable Facility Fee Percentage on the Maximum
Revolving Credit Amount, such fee being payable quarterly, in arrears,
commencing on the first day of the fiscal quarter next succeeding the Closing
Date and on the first day of each fiscal quarter thereafter for so long as the
Borrower maintains an Investment Grade Credit Rating; provided, however, that
in the event that the Borrower loses its Investment Grade Credit Rating during
any fiscal quarter, the Facility Fee shall be payable only for the portion of
such fiscal quarter during which Borrower maintained an Investment Grade Credit
Rating.  Notwithstanding the foregoing, in the event that any Lender fails to
fund its Pro Rata Share of any Loan requested by the Borrower which such Lender
is obligated to fund under the terms of this Agreement, (A) such Lender shall
not be entitled to any portion of the Facility Fee with respect to its
Revolving Credit Commitment until such failure has been cured in accordance
with Section 4.2(b)(v)(B) and (B) until such time, the Facility Fee shall
accrue in favor of the Lenders which have funded their respective Pro Rata
Shares of such requested Loan, shall be allocated among such performing Lenders
ratably based upon their relative Revolving Credit Commitments, and shall be
calculated based upon the average amount by which the aggregate Revolving
Credit Commitments of such performing Lenders exceeds the sum of (I) the
outstanding principal amount of the Loans owing to such performing Lenders, and
(II) the outstanding Reimbursement Obligations owing to such performing
Lenders, and (III) the aggregate participation interests of such performing
Lenders arising pursuant to Section 3.1(e) with respect to undrawn and
outstanding Letters of Credit.

          (b)  Unused Commitment Fee.  During the time, from time to time, that
the Borrower fails to maintain an Investment Grade Credit Rating, the Borrower
shall pay to the Payment and Disbursement Agent, for the account of the Lenders
based on their respective Pro Rata Shares, a fee (the "Unused Commitment Fee"),
accruing at a per annum rate equal to the then applicable Unused Commitment Fee
Percentage on the Unused Facility, such fee being payable quarterly, in
arrears, commencing on the first day of the fiscal quarter next succeeding the
date that the Borrower fails to maintain an Investment Grade Credit Rating and
on the first day of each fiscal quarter thereafter, until the Borrower regains
an Investment Grade Credit Rating; provided, however, that in the event that
the Borrower regains an Investment Grade Credit Rating during any fiscal
quarter, the Unused Commitment Fee shall be payable only for the portion of
such fiscal quarter during which Borrower failed to maintain an Investment
Grade Credit Rating.  Notwithstanding the foregoing, in the event that any
Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower
which such Lender is obligated to fund under the terms of this Agreement, (A)
such Lender shall not be entitled to any portion of the Unused Commitment Fee
with respect to its Revolving Credit Commitment until such failure has been
cured in accordance with Section 4.2(b)(v)(B) and (B) until such time, the
Unused Commitment Fee shall accrue in favor of the Lenders which have funded
their respective Pro Rata Shares of such requested Loan, shall be allocated
among such performing Lenders ratably based upon their relative Revolving
Credit Commitments, and shall be calculated based upon the average amount by
which the aggregate Revolving Credit Commitments of such performing Lenders
exceeds the sum of (I) the outstanding principal amount of the Loans owing to
such performing Lenders, and (II) the outstanding Reimbursement Obligations
owing to such performing Lenders, and (III) the aggregate participation
interests of such performing Lenders arising pursuant to Section 3.1(e) with
respect to undrawn and outstanding Letters of Credit.

          (c)  Calculation and Payment of Fees.  All fees shall be calculated
on the basis of the actual number of days elapsed in a 360-day year.  All fees
shall be payable in addition to, and not in lieu of, interest, compensation,
expense reimbursements, indemnification and other Obligations.  Fees shall be
payable to the Payment and Disbursement Agent at its office in New York, New
York in immediately available funds.  All fees shall be fully earned and
nonrefundable when paid.  All fees due to any Arranger or any other Lender,
including, without limitation, those referred to in this Section 5.3, shall
bear interest, if not paid when due, at the interest rate specified in Section
5.1(d) and shall constitute Obligations.


     ARTICLE VI
     CONDITIONS TO LOANS AND LETTERS OF CREDIT

          6.1.  Conditions Precedent to the Initial Loans and Letters of
Credit.  The obligation of each Lender on the Initial Funding Date to make any
Loan requested to be made by it, and to issue Letters of Credit, shall be
subject to the satisfaction of all of the following conditions precedent:

          (a)  Documents.  The Payment and Disbursement Agent shall have
received on or before the Initial Funding Date all of the following:

          (i)  this Agreement, the Notes, and, to the extent not otherwise
specifically referenced in this Section 6.1(a), all other Loan Documents and
agreements, documents and instruments described in the List of Closing
Documents attached hereto as Exhibit E and made a part hereof, each duly
executed and in recordable form, where appropriate, and in form and substance
satisfactory to the Payment and Disbursement Agent; without limiting the
foregoing, the Borrower hereby directs its counsel, James M. Barkley, Esq.,
Piper & Marbury L.L.P., and Paul, Weiss, Rifkind, Wharton & Garrison to prepare
and deliver to the Agents, the Lenders, and Skadden, Arps, Slate, Meagher &
Flom the legal opinions referred to in such List of Closing Documents; and

          (ii)  such additional documentation as the Payment and Disbursement
Agent may reasonably request.


          (b)  No Legal Impediments.  No law, regulation, order, judgment or
decree of any Governmental Authority shall, and the Payment and Disbursement
Agent shall not have received any notice that litigation is pending or
threatened which is likely to (i) enjoin, prohibit or restrain the making of
the Loans and/or the issuance of Letters of Credit on the Initial Funding Date
or (ii) impose or result in the imposition of a Material Adverse Effect.

          (c)  No Change in Condition.  No change in the business, assets,
management, operations, financial condition or prospects of the Borrower or any
of its Properties shall have occurred since August 9, 1996 which change, in the
judgment of the Payment and Disbursement Agent, will have or is reasonably
likely to have a Material Adverse Effect.

          (d)  Interim Liabilities and Equity.  Except as disclosed to the
Arrangers and the Lenders, since August 9, 1996, neither the Borrower nor the
Company shall have (i) entered into any material (as determined in good faith
by the Payment and Disbursement Agent) commitment or transaction, including,
without limitation, transactions for borrowings and capital expenditures, which
are not in the ordinary course of the Borrower's business, (ii) declared or
paid any dividends or other distributions, (iii) established compensation or
employee benefit plans, or (iv) redeemed or issued any equity Securities.

          (e)  No Loss of Material Agreements and Licenses.  Since June 30,
1996, no agreement or license relating to the business, operations or employee
relations of the Borrower or any of its Properties shall have been terminated,
modified, revoked, breached or declared to be in default, the termination,
modification, revocation, breach or default under which, in the reasonable
judgment of the Payment and Disbursement Agent, would result in a Material
Adverse Effect.

          (f)  No Market Changes.  Since June 30, 1996 no material adverse
change shall have occurred in the conditions in the capital markets or the
market for loan syndications generally.

          (g)  No Default.  No Event of Default or Potential Event of Default
shall have occurred and be continuing or would result from the making of the
Loans or the issuance of any Letter of Credit.

          (h)  Representations and Warranties.  All of the representations and
warranties contained in Section 7.1 and in any of the other Loan Documents
shall be true and correct in all material respects on and as of the Initial
Funding Date.

          (i)  Termination of Existing Credit Agreements. The following
existing credit agreements of Borrower shall have been terminated, all amounts
due to the lenders thereunder shall have been paid in full and all collateral
held by the lenders thereunder (if any) released and reconveyed: (A) that
certain Credit Agreement, dated as of August 8, 1995, as amended, by and among
Borrower and the institutions from time to time party thereto as lenders, co-
agents and lead agents; (B) that certain Credit Agreement, dated as of June 6,
1996, as amended, by and among Borrower and the institutions from time to time
party thereto as lenders, co-agents and arrangers; and (C) the DeBartolo
Secured Credit Agreement.

          (j)  Fees and Expenses Paid.  There shall have been paid to the
Payment and Disbursement Agent, for the accounts of the Agents and the other
Lenders, as applicable, all fees due and payable on or before the Initial
Funding Date and all expenses due and payable on or before the Initial Funding
Date, including, without limitation, reasonable attorneys' fees and expenses,
and other costs and expenses incurred in connection with the Loan Documents.

          6.2.  Conditions Precedent to All Subsequent Loans and Letters of
Credit.  The obligation of each Lender to make any Loan requested to be made by
it on any date after the Initial Funding Date and the agreement of each Lender
to issue any Letter of Credit on any date after the Initial Funding Date is
subject to the following conditions precedent as of each such date:

          (a)  Representations and Warranties.  As of such date, both before
and after giving effect to the Loans to be made or the Letter of Credit to be
issued on such date, all of the representations and warranties of the Borrower
contained in Section 7.1 and in any other Loan Document (other than
representations and warranties which expressly speak as of a different date)
shall be true and correct in all material respects.

          (b)  No Defaults.  No Event of Default or Potential Event of Default
shall have occurred and be continuing or would result from the making of the
requested Loan or issuance of the requested Letter of Credit.

          (c)  No Legal Impediments.  No law, regulation, order, judgment or
decree of any Governmental Authority shall, and the Payment and Disbursement
Agent shall not have received from such Lender notice that, in the judgment of
such Lender, litigation is pending or threatened which is likely to, enjoin,
prohibit or restrain, or impose or result in the imposition of any material
adverse condition upon, such Lender's making of the requested Loan or
participation in or issuance of the requested Letter of Credit.

          (d)  No Material Adverse Effect.  The Borrower has not received
written notice from the Requisite Lenders that an event has occurred since the
date of this Agreement which has had and continues to have, or is reasonably
likely to have, a Material Adverse Effect.

Each submission by the Borrower to the Payment and Disbursement Agent of a
Notice of Borrowing with respect to a Loan or a Notice of
Conversion/Continuation with respect to any Loan, each acceptance by the
Borrower of the proceeds of each Loan made, converted or continued hereunder,
each submission by the Borrower to a Lender of a request for issuance of a
Letter of Credit and the issuance of such Letter of Credit, shall constitute a
representation and warranty by the Borrower as of the Funding Date in respect
of such Loan, the date of conversion or continuation and the date of issuance
of such Letter of Credit, that all the conditions contained in this Section 6.2
have been satisfied or waived in accordance with Section 15.7.


     ARTICLE VII
     REPRESENTATIONS AND WARRANTIES

          7.1.  Representations and Warranties of the Borrower.  In order to
induce the Lenders to enter into this Agreement and to make the Loans and the
other financial accommodations to the Borrower and to issue the Letters of
Credit described herein, the Borrower hereby represents and warrants to each
Lender that the following statements are true, correct and complete:

          (a)  Organization; Powers.  (i) Each of SDGLP and SPGLP (A) is a
limited partnership duly organized, validly existing and in good standing under
the laws of the State of Delaware, (B) is duly qualified to do business and is
in good standing under the laws of each jurisdiction in which failure to be so
qualified and in good standing will have or is reasonably likely to have a
Material Adverse Effect, (C) has filed and maintained effective (unless exempt
from the requirements for filing) a current Business Activity Report with the
appropriate Governmental Authority in each state in which failure to do so
would have a Material Adverse Effect, (D) has all requisite power and authority
to own, operate and encumber its Property and to conduct its business as
presently conducted and as proposed to be conducted in connection with and
following the consummation of the transactions contemplated by this Agreement
and (E) is a partnership for federal income tax purposes.

          (ii)  The Company (A) is a corporation duly organized, validly
existing and in good standing under the laws of the State of Maryland, (B) is
duly authorized and qualified to do business and is in good standing under the
laws of each jurisdiction in which failure to be so qualified and in good
standing will have or is reasonably likely to have a Material Adverse Effect,
and (C) has all requisite corporate power and authority to own, operate and
encumber its Property and to conduct its business as presently conducted.

          (iii)  SD (A) is a corporation duly organized, validly existing and
in good standing under the laws of the State of Ohio, (B) is duly authorized
and qualified to do business and is in good standing under the laws of each
jurisdiction in which failure to be so qualified and in good standing will have
or is reasonably likely to have a Material Adverse Effect, and (C) has all
requisite corporate power and authority to own, operate and encumber its
Property and to conduct its business as presently conducted.

          (iv)  True, correct and complete copies of the Organizational
Documents identified on Schedule 7.1-A have been delivered to the Payment and
Disbursement Agent, each of which is in full force and effect, has not been
modified or amended except to the extent set forth indicated therein and, to
the best of the Borrower's knowledge, there are no defaults under such
Organizational Documents and no events which, with the passage of time or
giving of notice or both, would constitute a default under such Organizational
Documents.

          (v)  Neither the Borrower, the Company nor any of their Affiliates
are "foreign persons" within the meaning of Section 1445 of the Internal
Revenue Code.

          (b)  Authority.  (i)  Each General Partner has the requisite power
and authority to execute, deliver and perform this Agreement on behalf of the
Borrower and each of the other Loan Documents which are required to be executed
on behalf of the Borrower as required by this Agreement.  Each General Partner
is the Person who has executed this Agreement and such other Loan Documents on
behalf of the Borrower and are the sole general partners of the Borrower.

          (ii)  The execution, delivery and performance of each of the Loan
Documents which must be executed in connection with this Agreement by the
Borrower and to which the Borrower is a party and the consummation of the
transactions contemplated thereby are within the Borrower's partnership powers,
have been duly authorized by all necessary partnership action (and, in the case
of the General Partners acting on behalf of the Borrower in connection
therewith, all necessary corporate action of such General Partner) and such
authorization has not been rescinded.  No other partnership or corporate action
or proceedings on the part of the Borrower or either General Partner is
necessary to consummate such transactions.

          (iii)  Each of the Loan Documents to which the Borrower is a party
has been duly executed and delivered on behalf of the Borrower and constitutes
the Borrower's legal, valid and binding obligation, enforceable against the
Borrower in accordance with its terms, is in full force and effect and all the
terms, provisions, agreements and conditions set forth therein and required to
be performed or complied with by the Company, the Borrower and the Borrower's
Subsidiaries on or before the Initial Funding Date have been performed or
complied with, and no Potential Event of Default, Event of Default or breach of
any covenant by any of the Company, the Borrower or any Subsidiary of the
Borrower exists thereunder.

          (c)  Subsidiaries; Ownership of Capital Stock and Partnership
Interests.  (i)  Schedule 7.1-C (A) contains a diagram indicating the corporate
structure of the Company, the Borrower, and any other Person in which the
Company or the Borrower holds a direct or indirect partnership, joint venture
or other equity interest indicating the nature of such interest with respect to
each Person included in such diagram; and (B) accurately sets forth (1) the
correct legal name of such Person, the jurisdiction of its incorporation or
organization and the jurisdictions in which it is qualified to transact
business as a foreign corporation, or otherwise, and (2) the authorized, issued
and outstanding shares or interests of each class of Securities of the Company,
the Borrower and the Subsidiaries of the Borrower and the owners of such shares
or interests.  None of such issued and outstanding Securities is subject to any
vesting, redemption, or repurchase agreement, and there are no warrants or
options (other than Permitted Securities Options) outstanding with respect to
such Securities, except as noted on Schedule 7.1-C.  The outstanding Capital
Stock of the Company is duly authorized, validly issued, fully paid and
nonassessable and the outstanding Securities of the Borrower and its
Subsidiaries are duly authorized and validly issued.  Attached hereto as part
of Schedule 7.1-C is a true, accurate and complete copy of the Borrower
Partnership Agreement as in effect on the Closing Date and such Partnership
Agreement has not been amended, supplemented, replaced, restated or otherwise
modified in any respect since the Closing Date.

          (ii)  Except where failure may not have a Material Adverse Effect on
the Borrower, each Subsidiary: (A) is a corporation or partnership, as
indicated on Schedule 7.1-C, duly organized, validly existing and, if
applicable, in good standing under the laws of the jurisdiction of its
organization, (B) is duly qualified to do business and, if applicable, is in
good standing under the laws of each jurisdiction in which failure to be so
qualified and in good standing would limit its ability to use the courts of
such jurisdiction to enforce Contractual Obligations to which it is a party,
and (C) has all requisite power and authority to own, operate and encumber its
Property and to conduct its business as presently conducted and as proposed to
be conducted hereafter.

          (d)  No Conflict.  The execution, delivery and performance of each of
the Loan Documents to which the Borrower is a party do not and will not (i)
conflict with the Organizational Documents of the Borrower or any Subsidiary of
the Borrower, (ii) constitute a tortious interference with any Contractual
Obligation of any Person or conflict with, result in a breach of or constitute
(with or without notice or lapse of time or both) a default under any
Requirement of Law or Contractual Obligation of the Borrower, the General
Partners, any Limited Partner, any Subsidiary of the Borrower, or any general
or limited partner of any Subsidiary of the Borrower, or require termination of
any such Contractual Obligation which may subject the Payment and Disbursement
Agent or any of the other Lenders to any liability, (iii) result in or require
the creation or imposition of any Lien whatsoever upon any of the Property or
assets of the Borrower, any General Partner, any Limited Partner, any
Subsidiary of the Borrower, or any general partner or limited partner of any
Subsidiary of the Borrower, or (iv) require any approval of shareholders of the
Company or any general partner (or equity holder of any general partner) of any
Subsidiary of the Borrower.

          (e)  Governmental Consents.  The execution, delivery and performance
of each of the Loan Documents to which the Borrower is a party do not and will
not require any registration with, consent or approval of, or notice to, or
other action to, with or by any Governmental Authority, except filings,
consents or notices which have been made, obtained or given.

          (f)  Governmental Regulation.  Neither the Borrower nor either
General Partner is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, or the
Investment Company Act of 1940, or any other federal or state statute or
regulation which limits its ability to incur indebtedness or its ability to
consummate the transactions contemplated by this Agreement.

          (g)  Financial Position.  Complete and accurate copies of the
following financial statements and materials have been delivered to the Payment
and Disbursement Agent:  (i) annual audited financial statements of the
Borrower and its Subsidiaries for the fiscal year ended December 31, 1995, and
(ii) quarterly financial statements for the Borrower and its Subsidiaries for
the fiscal quarter ending June 30, 1996.  All financial statements included in
such materials were prepared in all material respects in conformity with GAAP,
except as otherwise noted therein, and fairly present in all material respects
the respective consolidated financial positions, and the consolidated results
of operations and cash flows for each of the periods covered thereby of the
Borrower and its Subsidiaries as at the respective dates thereof.  Neither the
Borrower nor any of its Subsidiaries has any Contingent Obligation, contingent
liability or liability for any taxes, long-term leases or commitments, not
reflected in its audited financial statements delivered to the Payment and
Disbursement Agent on or prior to the Closing Date or otherwise disclosed to
the Payment and Disbursement Agent and the Lenders in writing, which will have
or is reasonably likely to have a Material Adverse Effect.

          (h)  Indebtedness.  Schedule 7.1-H sets forth, as of June 30, 1996,
all Indebtedness for borrowed money of each of the Borrower, Company and their
respective Subsidiaries and, except as set forth on Schedule 7.1-H, there are
no defaults in the payment of principal or interest on any such Indebtedness
and no payments thereunder have been deferred or extended beyond their stated
maturity and there has been no material change in the type or amount of such
Indebtedness (except for the repayment of certain Indebtedness) since June 30,
1996.

          (i)  Litigation; Adverse Effects.  Except as set forth in Schedule
7.1-I, as of the Closing Date, there is no action, suit, proceeding, Claim,
investigation or arbitration before or by any Governmental Authority or private
arbitrator pending or, to the knowledge of the Borrower, threatened against the
Company, the Borrower, or any of their respective Subsidiaries, or any Property
of any of them (i) challenging the validity or the enforceability of any of the
Loan Documents, (ii) which will or is reasonably likely to result in any
Material Adverse Effect, or (iii) under the Racketeering Influenced and Corrupt
Organizations Act or any similar federal or state statute where such Person is
a defendant in a criminal indictment that provides for the forfeiture of assets
to any Governmental Authority as a potential criminal penalty.  There is no
material loss contingency within the meaning of GAAP which has not been
reflected in the consolidated financial statements of the Company and the
Borrower.  None of the Company, the Borrower or any Subsidiary of the Borrower
is (A) in violation of any applicable Requirements of Law which violation will
have or is reasonably likely to have a Material Adverse Effect, or (B) subject
to or in default with respect to any final judgment, writ, injunction,
restraining order or order of any nature, decree, rule or regulation of any
court or Governmental Authority which will have or is reasonably likely to have
a Material Adverse Effect.

          (j)  No Material Adverse Effect.  Since June 30, 1996, there has
occurred no event which has had or is reasonably likely to have a Material
Adverse Effect.

          (k)  Tax Examinations.  The IRS has examined (or is foreclosed from
examining by applicable statutes) the federal income tax returns of any of the
Company's, the Borrower's or its Subsidiaries' predecessors in interest with
respect to the Projects for all tax periods prior to and including the taxable
year ending December 31, 1990 and the appropriate state Governmental Authority
in each state in which the Company's, the Borrower's or its Subsidiaries'
predecessors in interest with respect to the Projects were required to file
state income tax returns has examined (or is foreclosed from examining by
applicable statutes) the state income tax returns of any of such Persons with
respect to the Projects for all tax periods prior to and including the taxable
year ending December 31, 1990. All deficiencies which have been asserted
against such Persons as a result of any federal, state, local or foreign tax
examination for each taxable year in respect of which an examination has been
conducted have been fully paid or finally settled or are being contested in
good faith, and no issue has been raised in any such examination which, by
application of similar principles, reasonably can be expected to result in
assertion of a material deficiency for any other year not so examined which has
not been reserved for in the financial statements of such Persons to the
extent, if any, required by GAAP.  No such Person has taken any reporting
positions for which it does not have a reasonable basis nor anticipates any
further material tax liability with respect to the years which have not been
closed pursuant to applicable law.

          (l)  Payment of Taxes.  All tax returns, reports and similar
statements or filings of each of the Persons described in Section 7.1(k), the
Company, the Borrower and its Subsidiaries required to be filed have been
timely filed, and, except for Customary Permitted Liens, all taxes,
assessments, fees and other charges of Governmental Authorities thereupon and
upon or relating to their respective Properties, assets, receipts, sales, use,
payroll, employment, income, licenses and franchises which are shown in such
returns or reports to be due and payable have been paid, except to the extent
(i) such taxes, assessments, fees and other charges of Governmental Authorities
are being contested in good faith by an appropriate proceeding diligently
pursued as permitted by the terms of Section 9.4 and (ii) such taxes,
assessments, fees and other charges of Governmental Authorities pertain to
Property of the Borrower or any of its Subsidiaries and the non-payment of the
amounts thereof would not, individually or in the aggregate, result in a
Material Adverse Effect.  All other taxes (including, without limitation, real
estate taxes), assessments, fees and other governmental charges upon or
relating to the respective Properties of the Borrower and its Subsidiaries
which are due and payable have been paid, except for Customary Permitted Liens
and except to the extent described in clauses (i) and (ii) hereinabove.  The
Borrower has no knowledge of any proposed tax assessment against the Borrower,
any of its Subsidiaries, or any of the Projects that will have or is reasonably
likely to have a Material Adverse Effect.

          (m)  Performance.  Neither the Company, the Borrower nor any of their
Affiliates has received any notice, citation or allegation, nor has actual
knowledge, that (i) it is in default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in any
Contractual Obligation applicable to it, (ii) any of its Properties is in
violation of any Requirements of Law or (iii) any condition exists which, with
the giving of notice or the lapse of time or both, would constitute a default
with respect to any such Contractual Obligation, in each case, except where
such default or defaults, if any, will not have or is not reasonably likely to
have a Material Adverse Effect.

          (n)  Disclosure.  The representations and warranties of the Borrower
contained in the Loan Documents, and all certificates and other documents
delivered to the Payment and Disbursement Agent pursuant to the terms thereof,
do not contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements contained herein or
therein, in light of the circumstances under which they were made, not
misleading.  The Borrower has not intentionally withheld any fact from the
Payment and Disbursement Agent, the Arrangers, the Co-Agents or the other
Lenders in regard to any matter which will have or is reasonably likely to have
a Material Adverse Effect. Notwithstanding the foregoing, the Lenders
acknowledge that the Borrower shall not have liability under this clause (o)
with respect to its projections of future events.

          (o)  Requirements of Law.  The Borrower and each of its Subsidiaries
is in compliance with all Requirements of Law applicable to it and its
respective 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.

          (p)  Environmental Matters.

               (i)  Except as disclosed on Schedule 7.1-P:

                    (A)  the operations of the Borrower, each of its
Subsidiaries, and their respective Properties comply with all applicable
Environmental, Health or Safety Requirements of Law;

                    (B)  the Borrower and each of its Subsidiaries have
obtained all material environmental, health and safety Permits necessary for
their respective operations, and all such Permits are in good standing and the
holder of each such Permit is currently in compliance with all terms and
conditions of such Permits;

                    (C)  none of the Borrower or any of its Subsidiaries or any
of their respective present or past Property or operations are subject to or
are the subject of any investigation, judicial or administrative proceeding,
order, judgment, decree, dispute, negotiations, agreement or settlement
respecting (I) any Environmental, Health or Safety Requirements of Law, (II)
any Remedial Action, (III) any Claims or Liabilities and Costs arising from the
Release or threatened Release of a Contaminant into the environment, or (IV)
any violation of or liability under any Environmental, Health or Safety
Requirement of Law;

                    (D)  none of Borrower or any of its Subsidiaries has filed
any notice under any applicable Requirement of Law (I)  reporting a Release of
a Contaminant; (II) indicating past or present treatment, storage or disposal
of a hazardous waste, as that term is defined under 40 C.F.R. Part 261 or any
state equivalent; or (III) reporting a violation of any applicable
Environmental, Health or Safety Requirement of Law;

                    (E)  none of the Borrower's or any of its Subsidiaries'
present or past Property is listed or proposed for listing on the National
Priorities List ("NPL") pursuant to CERCLA or on the Comprehensive
Environmental Response Compensation Liability Information System List
("CERCLIS") or any similar state list of sites requiring Remedial Action;

                    (F)  neither the Borrower nor any of its Subsidiaries has
sent or directly arranged for the transport of any waste to any site listed or
proposed for listing on the NPL, CERCLIS or any similar state list;

                    (G)  to the best of Borrower's knowledge, there is not now,
and to Borrower's knowledge there has never been on or in any Project (I) any
treatment, recycling, storage or disposal of any hazardous waste, as that term
is defined under 40 C.F.R. Part 261 or any state equivalent; (II) any landfill,
waste pile, or surface impoundment; (III) any underground storage tanks the
presence or use of which is or, to Borrower's knowledge, has been in violation
of applicable Environmental, Health or Safety Requirements of Law, (IV) any
asbestos-containing material which such Person has any reason to believe could
subject such Person or its Property to Liabilities and Costs arising out of or
relating to environmental, health or safety matters that would result in a
Material Adverse Effect; or (V) any polychlorinated biphenyls (PCB) used in
hydraulic oils, electrical transformers or other Equipment which such Person
has any reason to believe could subject such Person or its Property to
Liabilities and Costs arising out of or relating to environmental, health or
safety matters that would result in a Material Adverse Effect;

                    (H)  neither the Borrower nor any of its Subsidiaries has
received any notice or Claim to the effect that any of such Persons is or may
be liable to any Person as a result of the Release or threatened Release of a
Contaminant into the environment;

                    (I)  neither the Borrower nor any of its Subsidiaries has
any contingent liability in connection with any Release or threatened Release
of any Contaminants into the environment;

                    (J)  no Environmental Lien has attached to any Property of
the Borrower or any Subsidiary of the Borrower;

                    (K)  no Property of the Borrower or any Subsidiary of the
Borrower is subject to any Environmental Property Transfer Act, or to the
extent such acts are applicable to any such Property, the Borrower and/or such
Subsidiary whose Property is subject thereto has fully complied with the
requirements of such acts; and

                    (L)  neither the Borrower nor any of its Subsidiaries owns
or operates, or, to Borrower's knowledge has ever owned or operated, any
underground storage tank, the presence or use of which is or has been in
violation of applicable Environmental, Health or Safety Requirements of Law, at
any Project.

               (ii)  the Borrower and each of its Subsidiaries are conducting
and will continue to conduct their respective businesses and operations and
maintain each Project in compliance with Environmental, Health or Safety
Requirements of Law and no such Person has been, and no such Person has any
reason to believe that it or any Project will be, subject to Liabilities and
Costs arising out of or relating to environmental, health or safety matters
that would result in a Material Adverse Effect.

          (q)  ERISA. Neither the Borrower nor any ERISA Affiliate maintains or
contributes to any Benefit Plan or Multiemployer Plan other than those listed
on Schedule 7.1-Q hereto.  Each such Plan which is intended to be qualified
under Section 401(a) of the Internal Revenue Code as currently in effect has
been determined by the IRS to be so qualified, and each trust related to any
such Plan has been determined to be exempt from federal income tax under
Section 501(a) of the Internal Revenue Code as currently in effect.  Except as
disclosed in Schedule 7.1-Q, neither the Borrower nor any of its Subsidiaries
maintains or contributes to any employee welfare benefit plan within the
meaning of Section 3(1) of ERISA which provides benefits to employees after
termination of employment other than as required by Section 601 of ERISA.  The
Borrower and each of its Subsidiaries is in compliance in all material respects
with the responsibilities, obligations and duties imposed on it by ERISA, the
Internal Revenue Code and regulations promulgated thereunder with respect to
all Plans.  No Benefit Plan has incurred any accumulated funding deficiency (as
defined in Sections 302(a)(2) of ERISA and 412(a) of the Internal Revenue Code)
whether or not waived.  Neither the Borrower nor any ERISA Affiliate nor any
fiduciary of any Plan which is not a Multiemployer Plan (i) has engaged in a
nonexempt prohibited transaction described in Sections 406 of ERISA or 4975 of
the Internal Revenue Code or (ii) has taken or failed to take any action which
would constitute or result in a Termination Event.  Neither the Borrower nor
any ERISA Affiliate is subject to any liability under Sections 4063, 4064,
4069, 4204 or 4212(c) of ERISA.  Neither the Borrower nor any ERISA Affiliate
has incurred any liability to the PBGC which remains outstanding other than the
payment of premiums, and there are no premium payments which have become due
which are unpaid.  Schedule B to the most recent annual report filed with the
IRS with respect to each Benefit Plan and furnished to the Payment and
Disbursement Agent is complete and accurate in all material respects.  Since
the date of each such Schedule B, there has been no material adverse change in
the funding status or financial condition of the Benefit Plan relating to such
Schedule B.  Neither the Borrower nor any ERISA Affiliate has (i) failed to
make a required contribution or payment to a Multiemployer Plan or (ii) made a
complete or partial withdrawal under Sections 4203 or 4205 of ERISA from a
Multiemployer Plan.  Neither the Borrower nor any ERISA Affiliate has failed to
make a required installment or any other required payment under Section 412 of
the Internal Revenue Code on or before the due date for such installment or
other payment.  Neither the Borrower nor any ERISA Affiliate is required to
provide security to a Benefit Plan under Section 401(a)(29) of the Internal
Revenue Code due to a Benefit Plan amendment that results in an increase in
current liability for the plan year.  Except as disclosed on Schedule 7.1-Q,
neither the Borrower nor any of its Subsidiaries has, by reason of the
transactions contemplated hereby, any obligation to make any payment to any
employee pursuant to any Plan or existing contract or arrangement.

          (r)  Securities Activities.  The Borrower is not engaged in the
business of extending credit for the purpose of purchasing or carrying Margin
Stock.

          (s)  Solvency.  After giving effect to the Loans to be made on the
Initial Funding Date or such other date as Loans requested hereunder are made,
and the disbursement of the proceeds of such Loans pursuant to the Borrower's
instructions, the Borrower is Solvent.

          (t)  Insurance.  Schedule 7.1-T accurately sets forth as of the
Closing Date all insurance policies and programs currently in effect with
respect to the respective Property and assets and business of the Borrower and
its Subsidiaries, specifying for each such policy and program, (i) the amount
thereof, (ii) the risks insured against thereby, (iii) the name of the insurer
and each insured party thereunder, (iv) the policy or other identification
number thereof, and (v) the expiration date thereof. The Borrower has delivered
to the Payment and Disbursement Agent copies of all insurance policies set
forth on Schedule 7.1-T.  Such insurance policies and programs are currently in
full force and effect, in compliance with the requirements of Section 9.5
hereof and, together with payment by the insured of scheduled deductible
payments, are in amounts sufficient to cover the replacement value of the
respective Property and assets of the Borrower and/or its Subsidiaries.

          (u)  REIT Status.  The Company qualifies as a REIT under the Internal
Revenue Code.

          (v)  Ownership of Projects, Minority Holdings and Property.
Ownership of substantially all wholly-owned Projects, Minority Holdings and
other Property of the Consolidated Businesses is held by the Borrower and its
Subsidiaries and is not held directly by any General Partner.


     ARTICLE VIII
     REPORTING COVENANTS

          The 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
thereto:

          8.1.  Borrower Accounting Practices.  The Borrower shall maintain,
and cause each of its Subsidiaries to maintain, a system of accounting
established and administered in accordance with sound business practices to
permit preparation of consolidated and consolidating financial statements in
conformity with GAAP, and each of the financial statements and reports
described below shall be prepared from such system and records and in form
satisfactory to the Payment and Disbursement Agent.

          8.2.  Financial Reports. The Borrower shall deliver or cause to be
delivered to the Payment and Disbursement Agent and the Lenders:

          (a)  Quarterly Reports.

          (i)  Borrower Quarterly Financial Reports. As soon as practicable,
and in any event within fifty (50) days after the end of each fiscal quarter in
each Fiscal Year (other than the last fiscal quarter in each Fiscal Year), a
consolidated balance sheet of the Borrower and the related consolidated
statements of income and cash flow of the Borrower (to be prepared and
delivered quarterly in conjunction with the other reports delivered hereunder
at the end of each fiscal quarter) for each such fiscal quarter, in each case
in form and substance satisfactory to the Payment and Disbursement Agent and,
in comparative form, the corresponding figures for the corresponding periods of
the previous Fiscal Year, certified by an Authorized Financial Officer of the
Borrower as fairly presenting the consolidated and consolidating financial
position of the Borrower as of the dates indicated and the results of their
operations and cash flow for the months indicated in accordance with GAAP,
subject to normal quarterly adjustments.

          (ii)  Company Quarterly Financial Reports. As soon as practicable,
and in any event within fifty (50) days after the end of each fiscal quarter in
each Fiscal Year (other than the last fiscal quarter in each Fiscal Year), the
Financial Statements of the Company, the Borrower and its Subsidiaries on Form
10-Q as at the end of such period and a report setting forth in comparative
form the corresponding figures for the corresponding period of the previous
Fiscal Year, certified by an Authorized Financial Officer of the Company as
fairly presenting the consolidated and consolidating financial position of the
Company, the Borrower and its Subsidiaries as at the date indicated and the
results of their operations and cash flow for the period indicated in
accordance with GAAP, subject to normal adjustments.

          (iii)  Quarterly Compliance Certificates.  Together with each
delivery of any quarterly report pursuant to paragraph (a)(i) of this Section
8.2, the Borrower shall deliver Officer's Certificates of the Borrower and the
Company (the "Quarterly Compliance Certificates"), signed by the Borrower's and
the Company's respective Authorized Financial Officers representing and
certifying (1) that the Authorized Financial 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 Company, the
Borrower and its Subsidiaries, during the fiscal quarter covered by such
reports, that such review has not disclosed the existence during or at the end
of such fiscal quarter, 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
exists,  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) 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 described in Section 11.1 exists, (3) a
schedule of the Borrower's outstanding 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 estimated
taxable income of the Borrower for such fiscal quarter.

          (iv)  Hedging Status Report.  The Borrower shall deliver, within
fifty (50) days after the end of each fiscal quarter of each Fiscal Year, a
written report which sets forth the details of the "Interest Rate Hedges"
required under Section 9.9.

          (b)  Annual Reports.

          (i)  Borrower 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 Borrower and its Subsidiaries as at the end of
such Fiscal Year, (ii) a report with respect thereto of Arthur Andersen & Co.
or other independent certified public accountants acceptable to the Payment and
Disbursement Agent, which report shall be unqualified and shall state that such
financial statements fairly present the consolidated and consolidating
financial position of each of the Borrower 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), and (iii)
in the event that the report referred to in clause (ii) above is qualified, a
copy of the management letter or any similar report delivered to the General
Partners or to any officer or employee thereof by such independent certified
public accountants in connection with such financial statements (which letter
or report shall be subject to the confidentiality limitations set forth
herein).  The Payment and Disbursement Agent and each Lender (through the
Payment and Disbursement Agent) may, with the consent of the Borrower (which
consent shall not be unreasonably withheld), communicate directly with such
accountants, with any such communication to occur together with a
representative of the Borrower, 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.

          (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 Disbursement Agent, which report
shall be unqualified and shall state  that such financial statements fairly
present the consolidated and consolidating 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
confidentiality limitations set forth herein); and (iii) in the event that the
report referred to in clause (ii) above is qualified, a copy of the management
letter or any similar report delivered to the Company or to any officer 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 Subsidiaries, during the accounting period covered by such
reports, that such review has not disclosed the existence during or at the end
of such accounting 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
exists, 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) 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 described in Section 11.1 exists, (3) a
schedule of the Borrower's outstanding 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 estimated
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 Lenders, immediately upon
the Borrower's learning thereof, of any bankruptcy proceedings filed by or
against, or the cessation of business or operations 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.  (i)  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 previously reported) against or affecting the Borrower or any
of its Subsidiaries 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 Section 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 provide 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 Sections 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 contributing, 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 required
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 environmental 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 environment, 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 Subsidiaries
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 Environmental, 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 Subsidiaries 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
consideration 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
respective 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
notifications 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 Borrower, 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.  (a)  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,
assessments, 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
substantially 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
certified 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 inspection shall be at such visitor's expense.  The Borrower shall keep and
maintain, 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
interpretations 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
ownership 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 Subsidiary 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 Holdings, fifty-five percent (55%) of the Capitalization Value.
In addition, neither the Borrower nor any of its Subsidiaries shall incur,
directly or indirectly, 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 delinquent
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
predominantly 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
Securities 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
Affiliate.  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 installments
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
Borrower 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
quarters, 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
quarters, 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
(expressed 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
percentage) (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)
acquisition, 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
incurred 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
connection 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
calculation).


     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
Subsidiaries 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
any of the other Loan Documents, and such default or event of default shall
continue 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
Indebtedness; 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 General 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
appointment 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 Indebtedness), 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
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.

          (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
Borrower 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.

          (a)  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
(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; 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
principal 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
Commitments 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.  (a)  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
occurrence 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 Agreement 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 Borrower, 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
capacity 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
deposits 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
performance 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
resignation 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
Lenders.

          (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
obligations 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 generality of the foregoing, no Lender may accelerate or otherwise
enforce its portion of the Obligations, or unilaterally terminate its Revolving
Credit Commitment 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
measured 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 deductions applicable to additional sums payable
under this Section 13.1) such Lender 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 withholding 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
(including, 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 respective 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.  (i)  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 hereunder 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 hereunder
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 entitled 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 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
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
obligation 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
Lender, 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 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, 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 acquisition of funds by, a Lender or any Applicable Lending
Office or Eurodollar 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
Eurodollar 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
"Designated 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 Designated Lender (with a copy
to the Payment and Disbursement Agent) for the Designated Lender to assign, and
such Designated 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 Designated 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 Section 15.1 or (b) repay all Loans owing to the Designated
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 Designated 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 Designated
Lender in Letters of Credit. Any such repayment and remittance shall be for the
sole credit of the Designated Lender and not for any other Lender. Upon
delivery of such repayment and remittance in immediately available funds as
aforesaid, the Designated 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
following 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,
financial 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 covered 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 exists, 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 financial 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
following 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 Register, from and after the effective date specified in each
Assignment and Acceptance 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 obligations 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
Subsidiaries, 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
refrain 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)  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
participant 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.

          (g)  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.

          (h)  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
respective 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
Documents; (ii) the preparation, negotiation, execution and interpretation of
this Agreement (including, without limitation, the satisfaction or attempted
satisfaction 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 subpoena or request for document production with which the
Payment and Disbursement 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, relating 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 supplements 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 respective 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 issuance 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 contemplated 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 environmental, health or safety
condition of any respective Property of the Borrower or any of its
Subsidiaries, the presence of asbestos-containing materials 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
undertaking 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 independent 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 occurrence 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 participation.

          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.

          (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 Obligations 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 $750,000,000,

     (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)  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
fraudulent 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 Agreement 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,
directors, officers, employees, attorneys or agents of any of them for any
consequential 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 connection 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.  (i) 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 JURISDICTION OVER APPEALS OF
MATTERS HEARD IN SUCH COURTS, IN ANY ACTION OR PROCEEDING 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 PROCESS 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
BORROWER 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(f), 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
reasonably required by a bona fide offeree, transferee or participant in
connection with the contemplated transfer or participation or as required or
requested 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
contractor, 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 construction of the relationship of the parties
or any assertion thereof.

          15.22.  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: _______________________
                                          David Simon
                                          Chief Executive Officer


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

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

                                   By:__________________________
                                        David Simon
                                        Chief Executive Officer

                              By:SIMON DeBARTOLO GROUP, INC.
                                     its general partner

                                   By: _________________________
                                        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:_____________________
                                   Name:
                                   Title:


                                   By:_____________________
                                   Name:
                                   Title:


                                   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:     6.66667%

Revolving Credit Commitment: $50,000,000
ARRANGER:                MORGAN GUARANTY TRUST COMPANY
                              OF NEW YORK


                                   By:_____________________
                                   Name:
                                   Title:

                         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:     6.66667%

Revolving Credit Commitment: $50,000,000
ARRANGER:                     THE CHASE MANHATTAN BANK

                              By:______________________
                                   Name:
                                   Title:

                              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:  Cynthia Lash
                              Telecopy:  (212) 622-3395
                              Reference:  Simon DeBartolo
                              Group, L.P. Loan # 564-4773

Pro Rata Share:     6.66667%

Revolving Credit Commitment: $50,000,000
CO-AGENT:                     DRESDNER BANK AG
                                   NEW YORK AND GRAND CAYMAN BRANCHES

                              By:
                                   Name:
                                   Title:

                              By:
                                   Name:
                                   Title:

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. Brian Brodeur
                         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:     6.00000%
Revolving Credit Commitment: $45,000,000
     CO-AGENT:                     THE FIRST NATIONAL BANK OF CHICAGO


                                   By:_____________________
                                   Name:
                                   Title:

                              Notice Address:

                              The First National
                                   Bank of Chicago
                              One First National Plaza
                              Suite 0151
                              Chicago, Illinois 60670
                              Attention: Rebecca McCloskey
                              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: Mr. Michael Dowling
                              Telecopy: (312) 732-1582
                              Reference: Simon Property Group

Pro Rata Share:     6.00000%

Revolving Credit Commitment: $45,000,000
CO-AGENT:                     NATIONSBANK OF TEXAS, N.A., a
                              national banking association


                              By:_______________________
                                    Michael A. Ernst
                                    Senior Vice President

                              Notice Address and Domestic
                              Lending Office:

                              NationsBank
                              901 Main Street, 51st floor
                              Dallas, Texas 75202
                              Attn:  Michael A. Ernst
                              Telecopy:  (214) 508-0085

                              Eurodollar Lending Office or
                              Eurodollar Affiliate:

                              NationsBank
                              901 Main Street, 51st floor
                              Dallas, Texas 75202
Attn:  Laura McWilliams                                          Telecopy:
(214) 508-1591


Pro Rata Share:     6.00000%

Revolving Credit Commitment: $45,000,000

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


                         By:_______________________
                         Name:
                         Title:


                         By:_______________________
                         Name:
                         Title:

                         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:     6.00000%

Revolving Credit Commitment: $45,000,000

CO-AGENT:                WELLS FARGO BANK, N.A.

                         By:_______________________
                         Name:
                         Title:

                         By:_______________________
                         Name:
                         Title:

                         Notice Address:

                         Wells Fargo Bank
                         225 West Wacker Drive
                         Suite 2550
                         Chicago, Illinois 60606
                         Attn: Milda Roszkiewicz
                         Telecopy: 312-782-0969

                         and to:

                         Attn: Kathy Kanno
                         Telecopy: 312-782-0969

                         Domestic Lending and Eurodollar Lending Office:

                         Wells Fargo Bank
                         2120 E. Park Place
                         Suite 100
                         El Segundo, California 90245
                         Attn: Miguel Saenz
                         Telecopy: 310-335-9462
                         Reference: Simon/DeBartolo Loan
                                         #






Pro Rata Share:     6.00000%

Revolving Credit Commitment: $45,000,000
LENDERS:                 BANK ONE, INDIANAPOLIS, N.A.,
                         By:_______________________
                         Name:
                         Title:

                         Notice Address and Domestic
                         Lending Office:

                         Bank One, Indianapolis
                         Bank One Center Tower
                         111 Monument Circle, Suite 1241
                         Indianapolis, Indiana 46277
                         Attn:  Mr. Dan Hatfield
                         Telecopy:  317-321-7647

                         and to:

                         Attn: Bonnie Ralls, Suite 441
                         Telecopy:   317-321-4033

                         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:     4.80000%

Revolving Credit Commitment: $36,000,000
                         COMMERZBANK AG, New York Branch

                         By:_______________________
                         Name:
                         Title:


                         By:_______________________
                         Name:
                         Title:


                         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:     4.26667%

Revolving Credit Commitment: $32,000,000
                         FLEET NATIONAL BANK


                         By:_______________________
                         Name:
                         Title:

                         By:_______________________
                         Name:
                         Title:

                         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:     4.26667%

Revolving Credit Commitment: $32,000,000

                         NATIONAL CITY BANK OF INDIANA


                         By:_______________________
                         Name:
                         Title:

                         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:     4.13333%

Revolving Credit Commitment: $31,000,000
                         FIRST BANK NATIONAL ASSOCIATION,
a national banking association


                         By:_______________________
                         Name:
                         Title:

                         Notice Address, Domestic
                         Lending Office and Eurodollar Lending Office:

                         First Bank
                         First Bank Place-MPFP0802
                         601 Second Avenue South
                         Minneapolis, Minnesota 55402

                         Attn:  Real Estate Banking Head
                         Telecopy:  612-973-0830



Pro Rata Share:     3.73333%

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


                         By:_______________________
                         Name:
                         Title:

                         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:     3.73333%

Revolving Credit Commitment: $28,000,000
                         CANADIAN IMPERIAL BANK
                         OF COMMERCE


                         By:_______________________
                         Name:
                         Title:

                         Notice Address, Domestic
                         Lending Office and Eurodollar Lending Office:

                         CIBC
                         200 West Madison Street
Suite 2300
                         Chicago, Illinois 60606
                         Attn: Maureen M. Slentz
                         Telecopy: 312-855-3235

                         and to:

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

Pro Rata Share:     3.73333%

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

                         By:_______________________
                         Name:
                         Title:


                         By:_______________________
                         Name:
                         Title:

                         Notice Address:

                         Union Bank of California
                         350 California Street
                         7th Floor
                         San Francisco, California 94104
                         Attn:  Ms. Gina M. Handy
                         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. Liz Donnelly
                         Telecopy: (510) 947-2497




Pro Rata Share:     3.06667%

Revolving Credit Commitment: $23,000,000
                         THE SUMITOMO BANK, LTD. Chicago Branch


                         By:_______________________
                         Name:
                         Title:

                         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. Tom Batterham
                         Telecopy:  312-876-6436

                         and to:

                         Attn: Kwang Park
                         Telecopy: 312-876-1490




Pro Rata Share:     3.06667%

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


                         By:_______________________
                         Name:
                         Title:


                         Notice Address and Domestic
                         Lending Office and Eurodollar Lending Office:

                         Bank of Montreal
                         115 South LaSalle Street
                         17th floor
                         Chicago, Illinois 60603
                         Attn: Ms. Mary Lou Koys
                         Telecopy:   312-750-4352

                         and to:

                         Attn: Lora Benton
                         Telecopy: 312-750-4345

Pro Rata Share:     3.06667%

Revolving Credit Commitment: $23,000,000
                         KEYBANK, NATIONAL ASSOCIATION


                         By:_______________________
                         Name:
                         Title:

                         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:     2.66667%

Revolving Credit Commitment: $20,000,000
                         PNC BANK, NATIONAL ASSOCIATION


                         By:_______________________
                         Name:
                         Title:

                         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:     2.53333%

Revolving Credit Commitment: $19,000,000
                         LANDESBANK HESSEN-THsRINGEN GIRONZENTRALE, NEW YORK
BRANCH


                         By:_______________________
                         Name:
                         Title:

                         By:_______________________
                         Name:
                         Title:

                         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:     2.53333%

Revolving Credit Commitment: $19,000,000
                         KREDIETBANK N.V.

                         By:_______________________
                         Name:
                         Title:

                         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 Thierfelder
Telecopy: 212-956-5580
                         and to:

                         Attn: Lynda Resuma
                         Telecopy: 212-956-5580


Pro Rata Share:     2.53333%

Revolving Credit Commitment: $19,000,000
                         BAYERISCHE LANDESBANK, CAYMAN ISLANDS BRANCH


                         By:_______________________
                         Name:
                         Title:

                         Notice Address and Domestic
                         Lending Office, and Eurodollar Lending Office:

                         Bayerische Landesbank
                         560 Lexington Avenue
                         New York, New York 10027
                         Attn:     John Wain
                         Telecopy: 212-310-9868

                         and to:

                         Attn:     Patricia Sanchez
                         Telecopy: 212-310-9930




Pro Rata Share:     1.86667%

Revolving Credit Commitment: $14,000,000
     LIST OF EXHIBITS AND SCHEDULES

Exhibit A--    Form of Assignment and Acceptance
Exhibit B--    Form of 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

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
     TABLE OF CONTENTS


          ARTICLE I
     DEFINITIONS

          1.1.  Certain Defined Terms     2
          1.2.  Computation of Time Periods   35
          1.3.  Accounting Terms    35
          1.4.  Other Terms    35

          ARTICLE II
     AMOUNTS AND TERMS OF LOANS

     2.1.  Committed Loans     35
          2.2.  Money Market Loans  38
          2.3.  Use of Proceeds of Loans and Letters
               of Credit  42
          2.4.  Revolving Credit Termination Date;
               Maturity of Money Market Loans      43
          2.5.  Extension Option    43
          2.6.  Maximum Credit Facility  44
          2.7.  Authorized Agents   44

          ARTICLE III
     LETTERS OF CREDIT

          3.1.  Letters of Credit   45
          3.2.  Obligations Several      53

          ARTICLE IV
     PAYMENTS AND PREPAYMENTS

          4.1.  Prepayments; Reductions in Revolving
               Credit Commitments   54
          4.2.  Payments  55
          4.3.  Promise to Repay; Evidence of
               Indebtedness    60

          ARTICLE V
     INTEREST AND FEES

          5.1.  Interest on the Loans and other
               Obligations     62
          5.2.  Special Provisions Governing Euro
               dollar Rate Loans and Money Market Loans      65
          5.3.  Fees      70


          ARTICLE VI
     CONDITIONS TO LOANS AND LETTERS OF CREDIT

          6.1.  Conditions Precedent to the Initial
               Loans and Letters of Credit    72
          6.2.  Conditions Precedent to All Subse
               quent Loans and Letters of Credit   74

          ARTICLE VII
     REPRESENTATIONS AND WARRANTIES

          7.1.  Representations and Warranties of
               the Borrower    76

          ARTICLE VIII
     REPORTING COVENANTS

          8.1.  Borrower Accounting Practices      88
          8.2.  Financial Reports   88
          8.3.  Events of Default   92
          8.4.  Lawsuits  93
          8.5.  Insurance      94
          8.6.  ERISA Notices  94
          8.7.  Environmental Notices    96
          8.8.  Labor Matters  97
          8.9.  Notices of Asset Sales and/or Acqui
               sitions    98
          8.10.  Tenant Notifications    98
          8.11.  Other Reports      98
          8.12.  Other Information  98

          ARTICLE IX
     AFFIRMATIVE COVENANTS

          9.1.  Existence, Etc.     99
          9.2.  Powers; Conduct of Business   99
          9.3.  Compliance with Laws, Etc.    99
          9.4.  Payment of Taxes and Claims   99
          9.5.  Insurance     100
          9.6.  Inspection of Property; Books and
               Records; Discussions     100
          9.7.  ERISA Compliance   101
          9.8.  Maintenance of Property 101
          9.9.  Hedging Requirements    101
          9.10.  Company Status    102
          9.11.     Ownership of Projects, Minority
               Holdings and Property    102


ARTICLE X NEGATIVE COVENANTS

          10.1.  Indebtedness 102
          10.2.  Sales of Assets   103
          10.3.  Liens   103
          10.4.  Investments  103
          10.5.  Conduct of Business    104
          10.6.  Transactions with Partners and
               Affiliates     104
          10.7.  Restriction on Fundamental Changes    105
          10.8.  Margin Regulations; Securities
               Laws 105
          10.9.   ERISA  105
          10.10.  Organizational Documents   106
          10.11.  Fiscal Year 106
          10.12.  Other Financial Covenants  106
          10.13.  Pro Forma Adjustments 107

          ARTICLE XI
     EVENTS OF DEFAULT; RIGHTS AND REMEDIES

          11.1.  Events of Default 109
          11.2.  Rights and Remedies    115

          ARTICLE XII
     THE AGENTS

          12.1.  Appointment  116
          12.2.  Nature of Duties  117
          12.3.  Right to Request Instructions    117
          12.4.  Reliance     118
          12.5.  Indemnification   118
          12.6.  Agents Individually    119
          12.7.  Successor Agents  119
          12.8.  Relations Among the Lenders 120

          ARTICLE XIII
     YIELD PROTECTION

          13.1.  Taxes   120
          13.2.  Increased Capital 123
          13.3.  Changes; Legal Restrictions 124
          13.4.  Replacement of Certain Lenders   125
          ARTICLE XIV
     THE SDG REORGANIZATION TRANSACTIONS

          14.1.  The SDG Reorganization Transac
               tions     126
          14.2.  Release of Simon Property Group,
               L.P. 126

          ARTICLE XV
     MISCELLANEOUS

          15.1.  Assignments and Participations   127
          15.2.  Expenses     131
          15.3.  Indemnity    132
          15.4.  Change in Accounting Principles  133
          15.5.  Setoff  134
          15.6.  Ratable Sharing   134
          15.7.  Amendments and Waivers 135
          15.8.  Notices 138
          15.9.  Survival of Warranties and Agree
               ments     138
          15.10.  Failure or Indulgence Not Waiver;    Remedies Cumulative 138
          15.11.  Marshalling; Payments Set Aside 139
          15.12.  Severability     139
          15.13.  Headings    139
          15.14.  Governing Law    139
          15.15.  Limitation of Liability    140
          15.16.  Successors and Assigns     140
          15.17.  Certain Consents and Waivers of
               the Borrower   140
          15.18.  Counterparts; Effectiveness; In
               consistencies  142
          15.19.  Limitation on Agreements   142
          15.20.  Confidentiality  142
          15.21.  Disclaimers 143
          15.22.  Entire Agreement 144








===============================================================================
EXHIBIT 3.1

============

                          SIMON PROPERTY GROUP, INC.
                                       
                     ARTICLES OF AMENDMENT AND RESTATEMENT
                                       
     SIMON  PROPERTY GROUP, INC., a Maryland corporation, having its  principal

office   in   Baltimore  City,  Maryland  (which  is  hereinafter  called   the

"Corporation"),  hereby certifies to the State Department  of  Assessments  and

Taxation of Maryland that:

     FIRST:   The name of the Corporation is hereby changed and the Charter  of

the  Corporation  is  hereby amended and restated to read in  its  entirety  as

follows:

                                       
                          SIMON DeBARTOLO GROUP, INC.
                                       
                AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       
     FIRST:   THE  UNDERSIGNED, James J. Winn, Jr., whose  address  is  Charles
Center  South,  36 South Charles Street, Baltimore, Maryland  21201,  being  at
least  eighteen  years  of  age, acting as incorporator,  does  hereby  form  a
corporation under the General Laws of the State of Maryland.

     SECOND:   The  name  of the corporation (which is hereinafter  called  the
"Corporation") is:

                          Simon DeBartolo Group, Inc.
                                       
     THIRD:   (a)   The purposes for which and any of which the Corporation  is
formed and the business and objects to be carried on and promoted by it are:

          (1)  To engage in the business of a real estate investment trust
     ("REIT")  as that phrase is defined in the Internal Revenue  Code  of
     1986,  as  amended (the "Code"), and to engage in any lawful  act  or
     activity  for which corporations may be organized under the  Maryland
     General Corporation Law.
     
          (2)  To engage in any one or more businesses or transactions, or
     to  acquire  all or any portion of any entity engaged in any  one  or
     more  businesses  or transactions, which the Board of  Directors  may
     from time to time authorize or approve, whether or not related to the
     business described elsewhere in this Article or to any other business
     at the time or theretofore engaged in by the Corporation.
     
          (b)  The foregoing enumerated purposes and objects shall be in no way
limited  or  restricted by reference to, or inference from, the  terms  of  any
other  clause  of this or any other Article of the Charter of the  Corporation,
and  each  shall be regarded as independent; and they are intended  to  be  and
shall be construed as powers as well as purposes and objects of the Corporation
and  shall  be  in addition to and not in limitation of the general  powers  of
corporations under the General Laws of the State of Maryland.

     FOURTH:  The present address of the principal office of the Corporation in
the  State  of  Maryland  is c/o The Corporation Trust Incorporated,  32  South
Street, Baltimore, Maryland 21202.

     FIFTH:   The name and address of the resident agent of the Corporation  in
this  State  is The Corporation Trust Incorporated, 32 South Street, Baltimore,
Maryland 21202.  Said resident agent is a Maryland corporation.

     SIXTH:  (a)  The total number of shares of stock of all classes which  the
Corporation has authority to issue is 650,000,000 shares of capital stock  (par
value  $.000l  per share), amounting in aggregate par value to  $65,000.00,  of
which  shares  383,996,000  are classified as "Common  Stock",  12,000,000  are
classified as "Class B Common Stock", 4,000 are classified as "Class  C  Common
Stock," 4,000,000 are classified as "Series A Preferred Stock," and 250,000,000
are  classified  as "Excess Stock".  The Board of Directors  may  classify  and
reclassify any unissued shares of capital stock by setting or changing  in  any
one  or  more  respects  the preferences, conversion or  other  rights,  voting
powers,  restrictions, limitations as to dividends, qualifications or terms  or
conditions of redemption of such shares of stock.

          (b)   The  following is a description of the preferences,  conversion
and  other  rights, voting powers, restrictions, limitations as  to  dividends,
qualifications  and terms and conditions of redemption of the Common  Stock  of
the Corporation:

          (1)  Each share of Common Stock shall have one vote, and, except
     as  otherwise  provided in respect of any class  of  stock  hereafter
     classified  or  reclassified, and except as otherwise  provided  with
     respect  to  directors elected by the holders of the Class  B  Common
     Stock  or  of  the Class C Common Stock, each voting  as  a  separate
     class, the exclusive voting power for all purposes shall be vested in
     the  holders of the Common Stock, the Class B Common Stock, the Class
     C  Common Stock, and the Series A Preferred Stock, voting together as
     a  single  class.   Shares of Common Stock shall not have  cumulative
     voting rights.
     
          (2)  Subject to the provisions of law and any preferences of any
     class  of  stock hereafter classified or reclassified, dividends,  or
     other  distributions,  including  dividends  or  other  distributions
     payable in shares of another class of the Corporation's stock, may be
     paid ratably on the Common Stock at such time and in such amounts  as
     the  Board of Directors may deem advisable, but only if at  the  same
     time,  dividends  are paid on outstanding shares of  Class  B  Common
     Stock  and  Class  C  Common Stock in accordance  with  subparagraphs
     (c)(2) and (c-1)(2), respectively, of this Article Sixth.
     
          (3)  In the event of any liquidation, dissolution or winding  up
     of  the Corporation, whether voluntary or involuntary, the holders of
     the  Common  Stock shall be entitled, together with  the  holders  of
     Class  B  Common Stock, Class C Common Stock, Excess  Stock  and  any
     other  class of stock hereafter classified or reclassified not having
     a  preference  on  distributions in the liquidation,  dissolution  or
     winding up of the Corporation, to share ratably in the net assets  of
     the Corporation remaining, after payment or provision for payment  of
     the debts and other liabilities of the Corporation and the amount  to
     which  the  holders  of  any class of stock hereafter  classified  or
     reclassified having a preference on distributions in the liquidation,
     dissolution or winding up of the Corporation shall be entitled.
     
          (4)  Each share of Common Stock is convertible into Excess Stock
     as provided in Article NINTH hereof.
     
          (c)   The  following  is  a  description (which  should  be  read  in
conjunction  with  paragraph (c-1) of this Article SIXTH) of  the  preferences,
conversion  and  other rights, voting powers, restrictions, limitations  as  to
dividends, qualifications and terms and conditions of redemption of the Class B
Common Stock of the Corporation:

          (1)   Each  share of Class B Common Stock shall have  one  vote,
     and,  except as otherwise provided in respect of any class  of  stock
     hereafter classified or reclassified and except as otherwise provided
     in  this  paragraph (c) and in paragraph (c-1), the exclusive  voting
     power for all purposes shall be vested in the holders of the Class  B
     Common  Stock,  the Class C Common Stock, the Common Stock,  and  the
     Series  A Preferred Stock voting together as a single class.   Shares
     of Class B Common Stock shall not have cumulative voting rights.  The
     holders  of the shares of Class B Common Stock shall have the  right,
     voting  as  a  separate  class,  to  elect  four  directors  of   the
     Corporation  and shall vote with the holders of the  Class  C  Common
     Stock,  the  Common Stock, and the Series A Preferred  Stock  (voting
     together  as a single class) to elect the remaining directors  (other
     than  the director or directors to be elected by the holders  of  the
     Class  C  Common Stock voting as a separate class); provided that  if
     the  Simon Family Group (as defined in Article NINTH) shall  sell  or
     transfer  a portion of their Common Stock, Class B Common  Stock  and
     Units  (as  defined in Article NINTH) so as to reduce their Aggregate
     Assumed  Equity  Interest in the Corporation (as defined  in  Article
     NINTH)  to  less than 50% of the Simon Family Group Initial Aggregate
     Assumed  Equity  Interest  (as  defined  in  Article  NINTH)  in  the
     Corporation, from and after the date of such reduction the holders of
     the shares of Class B Common Stock shall have the right, voting as  a
     separate  class,  to  elect two directors of  the  Corporation.   For
     purposes of this subparagraph, shares held in a voting trust shall be
     deemed owned by the beneficiaries of the voting trust.
     
          (2)  Subject to the provisions of law and the preferences of the
     Series  A  Preferred  Stock  and  of any  class  of  stock  hereafter
     classified   or   reclassified,  dividends  or  other  distributions,
     including  dividends  or other distributions  payable  in  shares  of
     another class of the Corporation's stock, may be paid ratably on  the
     Class B Common Stock at such time and in such amounts as the Board of
     Directors may deem advisable; provided that cash dividends  or  other
     distributions shall be paid on each share of Class B Common Stock  at
     the  same time as cash dividends or other distributions are  paid  on
     Common  Stock or Class C Common Stock and in an amount equal  to  the
     amount  payable  on the number of shares of Common Stock  into  which
     each  share  of  Class  B Common Stock is then convertible;  provided
     further  that  non-cash  dividends or  other  non-cash  distributions
     (including  the issuance of warrants or rights to acquire  securities
     of  the  Corporation) shall be distributed on each share of  Class  B
     Common Stock at the same time as such non-cash dividends or other non-
     cash  distributions are distributed on Common Stock or Class C Common
     Stock  and  in  an  amount equal to the amount distributable  on  the
     number  of  shares of Common Stock into which each share of  Class  B
     Common Stock is then convertible; provided further that any dividends
     or  other distributions payable otherwise on the Class B Common Stock
     shall be paid in shares of Common Stock or securities convertible  or
     exchangeable  into  Common Stock (or warrants  or  rights  issued  to
     acquire  Common Stock or securities convertible or exchangeable  into
     Common Stock).
     
          (3)  (A)  Each share of Class B Common Stock is convertible into
     Excess  Stock  as provided in Article NINTH hereof.   Each  share  of
     Class  B  Common Stock may be converted at the option of  the  holder
     thereof   into   one   share  of  Common  Stock.    Immediately   and
     automatically each share of Class B Common Stock shall  be  converted
     into  one  share of Common Stock (i) if the Aggregate Assumed  Equity
     Interest  in  the Corporation of the Simon Family Group  is  for  any
     reason  reduced  to  less  than 5% of the  Aggregate  Assumed  Equity
     Interest  in the Corporation or (ii) if such share of Class B  Common
     Stock  is  otherwise sold or otherwise transferred to or is otherwise
     held  by  anyone other than a member of the Simon Family Group.   For
     purposes of this subparagraph, shares held in a voting trust shall be
     deemed owned by the beneficiaries of the voting trust.
     
               (B)   The  Corporation  may not subdivide  its  outstanding
     shares  of  Common  Stock, combine its outstanding shares  of  Common
     Stock  into  a smaller number of shares, or issue by reclassification
     of  its  shares of Common Stock any shares of the Corporation without
     making  the  same  adjustment  to the  Class  B  Common  Stock.   The
     Corporation  shall not distribute to all holders of its Common  Stock
     evidences of its indebtedness or assets (excluding cash dividends  or
     other distributions to the extent permitted by subparagraph (c)(2) of
     this  Article  SIXTH)  or  rights or warrants  to  subscribe  for  or
     purchase  securities issued by the Corporation  or  property  of  the
     Corporation  (excluding those referred to in subparagraph  (c)(2)  of
     this  Article  SIXTH), without making the same  distribution  to  all
     holders of its Class B Common Stock.  No adjustment of the conversion
     rate  shall be made as a result of or in connection with the issuance
     of  Common  Stock  of the Corporation pursuant to  options  or  stock
     purchase  agreements now or hereafter granted or  entered  into  with
     officers  or  employees  of the Corporation or  its  subsidiaries  in
     connection  with  their  employment,  whether  entered  into  at  the
     beginning  of the employment or at any time thereafter.  In  case  of
     any  capital  reorganization of the Corporation, or the consolidation
     or  merger of the Corporation with or into another corporation, or  a
     statutory  share exchange, or the sale, transfer or other disposition
     of  all  or substantially all of the property, assets or business  of
     the  Corporation then, in each such case, each share of Common  Stock
     and each share of Class B Common Stock shall be treated the same.
     
               (C)  Upon conversion of any shares of Class B Common Stock,
     no  payment  or  adjustment shall be made  on  account  of  dividends
     accrued,  whether or not in arrears, on such shares or on account  of
     dividends  declared and payable to holders of Common Stock of  record
     on a date prior to the date of conversion.
     
               (D)   Except with respect to shares of Class B Common Stock
     which  have  been  deemed to have been automatically  converted  into
     Common  Stock  pursuant  to subparagraph (c)(3)(A)  of  this  Article
     SIXTH, in order to convert shares of Class B Common Stock into Common
     Stock  the  holder  thereof shall surrender  at  the  office  of  the
     Transfer  Agent  the  certificate  or  certificates  therefor,   duly
     endorsed  to the Corporation or in blank, and give written notice  to
     the  Corporation at said office that he elects to convert such shares
     and shall state in writing therein the name or names (with addresses)
     in  which he wishes the certificate or certificates for Common  Stock
     to be issued.  Shares of Class B Common Stock shall be deemed to have
     been  converted  on the date of the surrender of such certificate  or
     certificates  for shares for conversion as provided  above,  and  the
     person or persons entitled to receive the Common Stock issuable  upon
     such  conversion  shall  be treated for all purposes  as  the  record
     holder  or  holders of such Common Stock on such date.   As  soon  as
     practicable  on  or  after the date of conversion as  aforesaid,  the
     Corporation  will issue and deliver at said office a  certificate  or
     certificates  for the number of full shares of Common Stock  issuable
     upon such conversion, together with cash for any fraction of a share,
     as  provided in subparagraph (c)(3)(F) of this Article SIXTH, to  the
     person or persons entitled to receive the same.  The Corporation will
     pay  any and all federal original issue taxes that may be payable  in
     respect  of  the  issue  or delivery of shares  of  Common  Stock  on
     conversion  of shares of Class B Common Stock pursuant  hereto.   The
     Corporation shall not, however, be required to pay any tax which  may
     be  payable  in  respect of any transfer involved in  the  issue  and
     delivery of shares of Common Stock in a name other than that in which
     the  shares of Class B Common Stock so converted were registered, and
     no  issue  or  delivery  shall be made unless and  until  the  person
     requesting such issue has paid to the Corporation the amount  of  any
     such  tax,  or has established to the satisfaction of the Corporation
     either that such tax has been paid or that no such tax is payable.
     
               (E)   All  shares  of Class B Common Stock  converted  into
     Common Stock shall be retired and cancelled and shall not be reissued
     as  Class  B  Common Stock but such shares so retired  and  cancelled
     shall  resume  the  status of authorized and unclassified  shares  of
     Common Stock.
     
               (F)   The Corporation shall not issue fractional shares  of
     Common  Stock upon any conversion of shares of Class B Common  Stock.
     As  to any final fraction of a share which the holder of one or  more
     shares  of  Class  B Common Stock would be entitled to  receive  upon
     exercise of such holder's conversion right the Corporation shall  pay
     a  cash  adjustment in an amount equal to the same  fraction  of  the
     Market Price (as defined in Article NINTH) for the date of exercise.
     
               (G)  The Corporation shall at all times have authorized and
     unissued  a  number  of  shares of Common Stock  sufficient  for  the
     conversion  of  all  shares  of Class B  Common  Stock  at  the  time
     outstanding.  If any shares of Common Stock require registration with
     or  approval of any governmental authority under any Federal or State
     law,  before such shares may be validly issued upon conversion,  then
     the  Corporation will in good faith and as expeditiously as  possible
     endeavor to secure such registration or approval as the case may  be.
     The Corporation warrants that all Common Stock issued upon conversion
     of  shares of Class B Common Stock will upon issue be fully paid  and
     nonassessable by the Corporation and free from original issue taxes.
     
          (4)  Subject to the provisions of law and the preferences of the
     Series  A  Preferred  Stock  and  of any  class  of  stock  hereafter
     classified   or  reclassified,  in  the  event  of  any  liquidation,
     dissolution  or winding up of the Corporation, whether  voluntary  or
     involuntary,  the holders of Class B Common Stock shall be  entitled,
     together  with  the  holders of Class C Common Stock,  Common  Stock,
     Excess  Stock  and any other class of stock hereafter  classified  or
     reclassified  not  having  a  preference  on  distributions  in   the
     liquidation, dissolution or winding up of the Corporation,  to  share
     ratably in the net assets of the Corporation remaining, after payment
     or  provision for payment of the debts and other liabilities  of  the
     Corporation  and  the amount to which the holders  of  the  Series  A
     Preferred  Stock  and of any class of stock hereafter  classified  or
     reclassified having a preference on distributions in the liquidation,
     dissolution or winding up of the Corporation shall be entitled.
     
          (c-1)   The  following  is a description (which  should  be  read  in
conjunction  with  paragraph  (c) of this Article SIXTH)  of  the  preferences,
conversion  and  other rights, voting powers, restrictions, limitations  as  to
dividends, qualifications and terms and conditions of redemption of the Class C
Common Stock of the Corporation:

          (1)   Each  share of Class C Common Stock shall have  one  vote,
     and,  except as otherwise provided in respect of any class  of  stock
     hereafter classified or reclassified and except as otherwise provided
     in  this  paragraph (c-1) and in paragraph (c), the exclusive  voting
     power for all purposes shall be vested in the holders of the Class  C
     Common  Stock,  the Class B Common Stock, the Common Stock,  and  the
     Series  A Preferred Stock voting together as a single class.   Shares
     of  Class  C  Common Stock shall not have cumulative  voting  rights.
     Subject  to  paragraph (b) of Article SEVENTH,  the  holders  of  the
     shares  of  Class C Common Stock shall have the right,  voting  as  a
     separate  class, to elect two directors of the Corporation and  shall
     vote  with the holders of the Class B Common Stock, the Common Stock,
     and  the Series A Preferred Stock (voting together as a single class)
     to  elect  the  remaining directors (other than the directors  to  be
     elected  by  the  holders of the Class B Common  Stock  voting  as  a
     separate  class);  provided that if the DeBartolo  Family  Group  (as
     defined  in Article NINTH) shall sell or transfer a portion of  their
     Common  Stock, Class C Common Stock and Units (as defined in  Article
     NINTH) so as to reduce their Aggregate Assumed Equity Interest in the
     Corporation  (as defined in Article NINTH) to less than  50%  of  the
     DeBartolo Family Group Initial Aggregate Assumed Equity Interest  (as
     defined in Article NINTH) in the Corporation, from and after the date
     of  such reduction the holders of the shares of Class C Common  Stock
     shall  have  the  right, voting as a separate  class,  to  elect  one
     director  of  the  Corporation.  For purposes of  this  subparagraph,
     shares  held  in  a  voting  trust  shall  be  deemed  owned  by  the
     beneficiaries of the voting trust.
     
          (2)  Subject to the provisions of law and the preferences of the
     Series  A  Preferred  Stock  and  of any  class  of  stock  hereafter
     classified   or   reclassified,  dividends  or  other  distributions,
     including  dividends  or other distributions  payable  in  shares  of
     another class of the Corporation's stock, may be paid ratably on  the
     Class C Common Stock at such time and in such amounts as the Board of
     Directors may deem advisable; provided that cash dividends  or  other
     distributions shall be paid on each share of Class C Common Stock  at
     the  same time as cash dividends or other distributions are  paid  on
     Common  Stock or Class B Common Stock and in an amount equal  to  the
     amount  payable  on the number of shares of Common Stock  into  which
     each  share  of  Class  C Common Stock is then convertible;  provided
     further  that  non-cash  dividends or  other  non-cash  distributions
     (including  the issuance of warrants or rights to acquire  securities
     of  the  Corporation) shall be distributed on each share of  Class  C
     Common Stock at the same time as such non-cash dividends or other non-
     cash  distributions are distributed on Common Stock or Class B Common
     Stock  and  in  an  amount equal to the amount distributable  on  the
     number  of  shares of Common Stock into which each share of  Class  C
     Common Stock is then convertible; provided further that any dividends
     or  other distributions payable otherwise on the Class C Common Stock
     shall be paid in shares of Common Stock or securities convertible  or
     exchangeable  into  Common Stock (or warrants  or  rights  issued  to
     acquire  Common Stock or securities convertible or exchangeable  into
     Common Stock).
     
          (3)  (A)  Each share of Class C Common Stock is convertible into
     Excess  Stock  as provided in Article NINTH hereof.   Each  share  of
     Class  C  Common Stock may be converted at the option of  the  holder
     thereof   into   one   share  of  Common  Stock.    Immediately   and
     automatically each share of Class C Common Stock shall  be  converted
     into  one  share of Common Stock (i) if the Aggregate Assumed  Equity
     Interest in the Corporation of the DeBartolo Family Group is for  any
     reason  reduced  to  less  than 5% of the  Aggregate  Assumed  Equity
     Interest  in the Corporation or (ii) if such share of Class C  Common
     Stock  is  otherwise sold or otherwise transferred to or is otherwise
     held  by  anyone other than a member of the DeBartolo  Family  Group.
     For  purposes  of this subparagraph, shares held in  a  voting  trust
     shall be deemed owned by the beneficiaries of the voting trust.
     
               (B)   The  Corporation  may not subdivide  its  outstanding
     shares  of  Common  Stock, combine its outstanding shares  of  Common
     Stock  into  a smaller number of shares, or issue by reclassification
     of  its  shares of Common Stock any shares of the Corporation without
     making  the  same  adjustment  to the  Class  C  Common  Stock.   The
     Corporation  shall not distribute to all holders of its Common  Stock
     evidences of its indebtedness or assets (excluding cash dividends  or
     other  distributions to the extent permitted by subparagraph (c-1)(2)
     of  this  Article  SIXTH) or rights or warrants to subscribe  for  or
     purchase  securities issued by the Corporation  or  property  of  the
     Corporation (excluding those referred to in subparagraph (c-1)(2)  of
     this  Article  SIXTH), without making the same  distribution  to  all
     holders of its Class C Common Stock.  No adjustment of the conversion
     rate  shall be made as a result of or in connection with the issuance
     of  Common  Stock  of the Corporation pursuant to  options  or  stock
     purchase  agreements now or hereafter granted or  entered  into  with
     officers  or  employees  of the Corporation or  its  subsidiaries  in
     connection  with  their  employment,  whether  entered  into  at  the
     beginning  of the employment or at any time thereafter.  In  case  of
     any  capital  reorganization of the Corporation, or the consolidation
     or  merger of the Corporation with or into another corporation, or  a
     statutory  share exchange, or the sale, transfer or other disposition
     of  all  or substantially all of the property, assets or business  of
     the  Corporation then, in each such case, each share of Common  Stock
     and each share of Class C Common Stock shall be treated the same.
     
               (C)  Upon conversion of any shares of Class C Common Stock,
     no  payment  or  adjustment shall be made  on  account  of  dividends
     accrued,  whether or not in arrears, on such shares or on account  of
     dividends  declared and payable to holders of Common Stock of  record
     on a date prior to the date of conversion.
     
               (D)   Except with respect to shares of Class C Common Stock
     which  have  been  deemed to have been automatically  converted  into
     Common  Stock  pursuant to subparagraph (c-1)(3)(A) of  this  Article
     SIXTH, in order to convert shares of Class C Common Stock into Common
     Stock  the  holder  thereof shall surrender  at  the  office  of  the
     Transfer  Agent  the  certificate  or  certificates  therefor,   duly
     endorsed  to the Corporation or in blank, and give written notice  to
     the  Corporation at said office that he elects to convert such shares
     and shall state in writing therein the name or names (with addresses)
     in  which he wishes the certificate or certificates for Common  Stock
     to be issued.  Shares of Class C Common Stock shall be deemed to have
     been  converted  on the date of the surrender of such certificate  or
     certificates  for shares for conversion as provided  above,  and  the
     person or persons entitled to receive the Common Stock issuable  upon
     such  conversion  shall  be treated for all purposes  as  the  record
     holder  or  holders of such Common Stock on such date.   As  soon  as
     practicable  on  or  after the date of conversion as  aforesaid,  the
     Corporation  will issue and deliver at said office a  certificate  or
     certificates  for the number of full shares of Common Stock  issuable
     upon such conversion, together with cash for any fraction of a share,
     as provided in subparagraph (c-1)(3)(F) of this Article SIXTH, to the
     person or persons entitled to receive the same.  The Corporation will
     pay  any and all federal original issue taxes that may be payable  in
     respect  of  the  issue  or delivery of shares  of  Common  Stock  on
     conversion  of shares of Class C Common Stock pursuant  hereto.   The
     Corporation shall not, however, be required to pay any tax which  may
     be  payable  in  respect of any transfer involved in  the  issue  and
     delivery of shares of Common Stock in a name other than that in which
     the  shares of Class C Common Stock so converted were registered, and
     no  issue  or  delivery  shall be made unless and  until  the  person
     requesting such issue has paid to the Corporation the amount  of  any
     such  tax,  or has established to the satisfaction of the Corporation
     either that such tax has been paid or that no such tax is payable.
     
               (E)   All  shares  of Class C Common Stock  converted  into
     Common Stock shall be retired and cancelled and shall not be reissued
     as  Class  C  Common Stock but such shares so retired  and  cancelled
     shall  resume  the  status of authorized and unclassified  shares  of
     Common Stock.
     
               (F)   The Corporation shall not issue fractional shares  of
     Common  Stock upon any conversion of shares of Class C Common  Stock.
     As  to any final fraction of a share which the holder of one or  more
     shares  of  Class  C Common Stock would be entitled to  receive  upon
     exercise of such holder's conversion right the Corporation shall  pay
     a  cash  adjustment in an amount equal to the same  fraction  of  the
     Market Price (as defined in Article NINTH) for the date of exercise.
     
               (G)  The Corporation shall at all times have authorized and
     unissued  a  number  of  shares of Common Stock  sufficient  for  the
     conversion  of  all  shares  of Class C  Common  Stock  at  the  time
     outstanding.  If any shares of Common Stock require registration with
     or  approval of any governmental authority under any Federal or State
     law,  before such shares may be validly issued upon conversion,  then
     the  Corporation will in good faith and as expeditiously as  possible
     endeavor to secure such registration or approval as the case may  be.
     The Corporation warrants that all Common Stock issued upon conversion
     of  shares of Class C Common Stock will upon issue be fully paid  and
     nonassessable by the Corporation and free from original issue taxes.
     
          (4)  Subject to the provisions of law and the preferences of the
     Series  A  Preferred  Stock  and  of any  class  of  stock  hereafter
     classified   or  reclassified,  in  the  event  of  any  liquidation,
     dissolution  or winding up of the Corporation, whether  voluntary  or
     involuntary,  the holders of Class C Common Stock shall be  entitled,
     together  with  the  holders of Class B Common Stock,  Common  Stock,
     Excess  Stock  and any other class of stock hereafter  classified  or
     reclassified  not  having  a  preference  on  distributions  in   the
     liquidation, dissolution or winding up of the Corporation,  to  share
     ratably in the net assets of the Corporation remaining, after payment
     or  provision for payment of the debts and other liabilities  of  the
     Corporation  and  the amount to which the holders  of  the  Series  A
     Preferred  Stock  and  any  class of stock  hereafter  classified  or
     reclassified having a preference on distributions in the liquidation,
     dissolution or winding up of the Corporation shall be entitled.
     
          (c-2)   Subject in all cases to the provisions of Article NINTH  with
respect  to  Excess Stock, the following is a description of  the  preferences,
conversion  and  other rights, voting powers, restrictions, limitations  as  to
dividends, qualifications and terms and conditions of redemption of the  Series
A Preferred Stock of the Corporation:

          (1)  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.
     
          (2)   The  Series  A  Preferred Stock  shall,  with  respect  to
     dividend  rights, rights upon liquidation, winding up or dissolution,
     and  redemption rights, rank (A) junior to any other class or  series
     of  preferred  stock  hereafter duly  established  by  the  Board  of
     Directors  of  the Corporation, the terms of which shall specifically
     provide  that such series shall rank prior to the Series A  Preferred
     Stock as to the payment of dividends and distribution of assets  upon
     liquidation (the "Senior Preferred Stock"), (B) pari passu  with  any
     other  class  or series of preferred stock hereafter duly established
     by  the  Board  of Directors of the Corporation, the terms  of  which
     shall specifically provide that such class or series shall rank  pari
     passu  with  the  Series  A Preferred Stock  as  to  the  payment  of
     dividends  and distribution of assets upon liquidation  (the  "Parity
     Preferred  Stock")  and (C) prior to any other  class  or  series  of
     preferred stock or other class or series of capital stock of or other
     equity  interests in the Corporation, including, without  limitation,
     all  classes  of  the  common stock of the Corporation,  whether  now
     existing  or  hereafter created (all of such  classes  or  series  of
     capital   stock  and  other  equity  interests  of  the  Corporation,
     including, without limitation, the Common Stock, the Class  B  Common
     Stock,  and the Class C Common Stock, all $0.0001 par value,  of  the
     Corporation  are  collectively referred  to  herein  as  the  "Junior
     Securities").
     
          (3)   (A)   Except  as may be required by law  or  as  otherwise
     expressly provided in this subparagraph (c-2)(3), on all matters upon
     which  the  holders of shares of Common Stock shall  be  entitled  to
     vote,  the shares of Common Stock and Series A Preferred Stock  shall
     be  voted  together  as a single class, and each share  of  Series  A
     Preferred  Stock shall be entitled to one vote (or fraction  thereof)
     for  each  share (or fraction thereof) of Common Stock issuable  upon
     conversion,  pursuant  to subparagraph (c-2)(5),  of  such  share  of
     Series  A Preferred Stock, determined as of the close of business  on
     the  record  date  established  by the  Board  of  Directors  of  the
     Corporation for the purpose of voting on such matter.
     
               (B)   If,  and  whenever, at any time or  times,  dividends
     payable  on  shares of Series A Preferred Stock shall  have  been  in
     arrears and unpaid (whether or not declared and whether or not  there
     are  funds  of the Corporation legally available for the  payment  of
     dividends) for four consecutive quarterly dividend periods, then  the
     holders of record of shares of Series A Preferred Stock, as reflected
     in  the  stock  transfer records of the Corporation  (the  "Holders")
     shall, in addition to any other voting rights, have the right to vote
     separately  as a single class with respect to (i) any acquisition  of
     the  Corporation  by  another entity by means of any  transaction  or
     series  of  related transactions (including, without limitation,  any
     reorganization,  merger or consolidation, but  excluding  any  merger
     effected exclusively for the purpose of changing the domicile of  the
     Corporation)  or  (ii) any sale of all or substantially  all  of  the
     assets of the Corporation; unless, in each such case, either (A)  the
     Holders  of  record  of the Corporation's securities  as  constituted
     immediately prior to such acquisition or sale will, immediately after
     such  acquisition  or  sale  (by  virtue  of  securities  issued   as
     consideration  for  such acquisition or sale or otherwise),  hold  at
     least  50%  of  the aggregate voting power of all classes  of  voting
     securities of the surviving or acquiring entity or (B) the  terms  of
     such  acquisition  or sale require, as a condition precedent  to  the
     consummation thereof, the payment in full of all accrued  and  unpaid
     dividends (whether or not declared and whether or not there are funds
     of the Corporation legally available for the payment of dividends) on
     the Series A Preferred Stock.
     
               (C)   So long as any shares of Series A Preferred Stock are
     outstanding,  the Corporation will not, without the affirmative  vote
     of at least 80% of the outstanding shares of Series A Preferred Stock
     (or such greater number as may be required by law), voting separately
     as  a  single  class, in person or by proxy, at a special  or  annual
     meeting  called for the purpose, or by unanimous written  consent  in
     lieu of a meeting:  (i) effect or allow any amendment, alteration  or
     repeal of any of the provisions of the Charter of the Corporation  or
     of any articles amendatory thereof or supplement thereto which in any
     manner   would  adversely  affect,  alter  or  change   the   powers,
     preferences  or rights of any share of Series A Preferred  Stock;  or
     (ii)  create,  authorize  or  issue any class  or  series  of  Senior
     Preferred Stock.
     
          (4)   (A)   The  Holders of shares of Series A  Preferred  Stock
     shall  be  entitled to receive, when and as declared by the Board  of
     Directors  of the Corporation, quarterly dividends on the  shares  of
     Series  A  Preferred  Stock, cumulative  from  the  initial  date  of
     issuance of such shares (the "Issue Date"), in an amount equal to the
     greater  of (i) $0.5078125 per share per calendar quarter or (ii)  an
     amount  per share equal to the dividends paid since the last Dividend
     Payment  Date (as hereinafter defined) with respect to the number  of
     shares  of Common Stock then issuable upon conversion of a  share  of
     Series  A  Preferred  Stock.  Dividends on the  shares  of  Series  A
     Preferred  Stock  shall  be  payable on the  last  Business  Day  (as
     hereinafter defined) of each calendar quarter, commencing on the last
     Business  Day of the fourth calendar quarter of 1995 (each such  last
     Business Day of a calendar quarter being a "Dividend Payment  Date").
     Such dividends shall be paid to the Holders of record at the close of
     business  on  the record date specified by the Board of Directors  of
     the  Corporation  at  the time such dividend is  declared;  provided,
     however,  that such record date shall not be more than  60  days  nor
     less  than  10  days prior to the respective Dividend  Payment  Date.
     Dividends  on the shares of Series A Preferred Stock shall  be  fully
     cumulative  and shall accrue (whether or not declared and whether  or
     not  there  are  funds of the Corporation legally available  for  the
     payment  of dividends) from the Issue Date, based on a 91-day quarter
     and the actual number of days elapsed.  As used in this paragraph (c-
     2),  "Business Day" shall mean any day (other than a day which  is  a
     Saturday, Sunday or legal holiday in the State of New York) on  which
     banks are authorized to be open for business in New York City.
     
               (B)   Any  dividend  payment made on  shares  of  Series  A
     Preferred Stock shall first be credited against the dividends accrued
     with  respect  to  the earliest quarterly period for which  dividends
     have not been paid.
     
               (C)  All dividends paid with respect to shares of Series  A
     Preferred Stock pursuant to this subparagraph (c-2)(4) shall be  paid
     pro rata to the Holders entitled thereto.
     
          (5)   The  Holders of shares of Series A Preferred  Stock  shall
     have  the right, at their option, to convert such shares into  shares
     of Common Stock at any time on or after the second anniversary of the
     Issue Date, subject to the following terms and conditions:
     
               (A)   Each  share  of  Series A Preferred  Stock  shall  be
     convertible, at the option of the Holder thereof, into such number of
     fully   paid  and  nonassessable  shares  of  Common  Stock  of   the
     Corporation  equal  to  $25.00 divided by the  Conversion  Price  (as
     hereinafter defined) in effect at the time of conversion.  The  price
     at  which  shares of Common Stock shall be delivered upon  conversion
     (herein called the "Conversion Price") shall be initially $26.25  per
     share  of  Common Stock.  The Conversion Price shall be  reduced  and
     increased  in certain instances as provided in subparagraph  (c-2)(7)
     below.  The number of shares of Common Stock into which each share of
     Series  A  Preferred  Stock  is convertible  on  the  Issue  Date  is
     0.9523809.
     
               (B)  In order to convert shares of Series A Preferred Stock
     into  Common  Stock  the  Holder  thereof  shall  surrender  to   the
     Corporation  the certificate or certificates therefor, duly  endorsed
     or  assigned to the Corporation or in blank, and give written  notice
     to  the  Corporation that such Holder elects to convert such  shares.
     No payment or adjustment shall be made upon any conversion on account
     of  any  dividends accrued on the shares of Series A Preferred  Stock
     being  surrendered for conversion or on account of any  dividends  on
     the Common Stock issued upon such conversion.
     
               (C)  Shares of Series A Preferred Stock shall be deemed  to
     have been converted immediately prior to the close of business on the
     day of the surrender of such shares for conversion in accordance with
     subsection  (c-2)(5)(B) above, and the person or persons entitled  to
     receive  the  Common  Stock issuable upon such  conversion  shall  be
     treated  for  all purposes as the records holder or holders  of  such
     Common  Stock at such time.  As promptly as practicable on  or  after
     the  conversion  date,  the Corporation shall  issue  and  deliver  a
     certificate or certificates for the number of full shares  of  Common
     Stock issuable upon such conversion, together with payment in lieu of
     any  fraction of a share, as hereinafter provided, to the  person  or
     persons  entitled to receive the same.  In case shares  of  Series  A
     Preferred Stock are called for redemption, the right to convert  such
     shares shall cease and terminate at the close of business on the date
     fixed for redemption, unless default shall be made in payment of  the
     redemption price on the redemption date.
     
               (D)   No  fractional shares of Common Stock shall be issued
     upon  conversion  of  any shares of Series A  Preferred  Stock,  but,
     instead of any fraction of a share which would otherwise be issuable,
     the  Corporation  shall  pay a cash adjustment  in  respect  of  such
     fraction  in  an  amount equal to the same fraction  of  the  Average
     Trading  Price (as hereinafter defined) of the Common Stock  for  the
     ten  (10) trading days ending on the day of conversion if the day  of
     conversion is a trading day (as hereinafter defined) or, if such  day
     is  not  a  trading  day,  the most recent  trading  day  immediately
     preceding  the  day of conversion.  As used in this paragraph  (c-2),
     (i)  "Average  Trading Price" shall mean the average of  the  Closing
     Sale  Price  (as  hereafter defined) reported for  each  trading  day
     within the period; (ii) "Closing Sale Price" on any trading day shall
     mean,  with  respect to one share of Common Stock, the last  reported
     sale  price regular way or, in case no such reported sale takes place
     on  such day, the average of the closing bid and asked prices regular
     way for such day, in each case on the New York Stock Exchange, or, if
     the  Common  Stock  is  not listed or admitted  to  trading  on  such
     exchange, on the principal national securities exchange on which  the
     Common  Stock  is listed or admitted to trading, or,  if  the  Common
     Stock is not listed or admitted to trading on any national securities
     exchange, the average of the highest reported bid and lowest reported
     asked  prices as furnished by the National Association of  Securities
     Dealers,  Inc. through NASDAQ or a similar organization if NASDAQ  is
     no longer reporting such information.  If on any such trading day the
     shares  of Common Stock are not quoted by any such organization,  the
     Closing Sale Price of one share on such day shall be the fair  market
     value of one share of Common Stock on such day, as determined in good
     faith   by   the  Board  of  Directors  of  the  Corporation,   whose
     determination shall be evidenced by a duly adopted resolution of  the
     Board  of Directors and shall be conclusive; and (iii) "Trading  Day"
     shall  mean  a day on which the New York Stock Exchange, or,  if  the
     Common  Stock is not listed or admitted to trading on such  exchange,
     such other exchange or market upon which the Closing Sale Price is to
     be determined as hereinabove provided, is open for trading.
     
               (E)   The  Corporation shall at all times reserve and  keep
     available,  free from pre-emptive rights, out of its  authorized  but
     unissued  Common Stock, for the purposes of effecting the  conversion
     of  shares of Series A Preferred Stock, the full number of shares  of
     Common  Stock then deliverable upon the conversion of all  shares  of
     Series A Preferred Stock then outstanding.
     
               (F)   Each share of Series A Preferred Stock is convertible
     into Excess Stock as provided in Article NINTH.
     
          (6)   (A)  Upon a liquidation, dissolution or winding up of  the
     affairs  of  the  Corporation, whether voluntary or involuntary,  the
     Holders  of  Series A Preferred Stock shall be entitled,  before  any
     assets of the Corporation shall be distributed among or paid over the
     holders  of  any Junior Securities, but after distributions  of  such
     assets   among,  or  payment  thereof  over  to,  creditors  of   the
     Corporation and to Holders of any Senior Preferred Stock, to  receive
     from  the  assets  of the Corporation available for  distribution  to
     stockholders an amount in cash or property (valued at its fair market
     value), or a combination thereof, equal to $25.00 per share (prorated
     for fractional shares), plus, in each such case, an amount in cash or
     property  (valued at its fair market value) equal to all accrued  and
     unpaid dividends thereon (whether or not declared and whether or  not
     there  are funds of the Corporation legally available for the payment
     of dividends) to and including the date of final distribution.  After
     any  such  payment in full, the Holders of Series A  Preferred  Stock
     shall  not, as such, be entitled to any further participation in  any
     distribution  of  assets  of  the  Corporation.   As  used  in   this
     subparagraph   (c-2)(6),  the  terms  "liquidation  preference"   and
     "liquidation  value" (and other terms of similar import)  shall  mean
     $25.00 per share.
     
               (B)  Neither the merger or consolidation of the Corporation
     into or with any other corporation or the merger or consolidation  of
     any  other corporation into or with the Corporation, nor the sale  of
     all  or  substantially  all the assets of the Corporation,  shall  be
     deemed  to be a liquidation, dissolution or winding up, voluntary  or
     involuntary, for the purposes of this subparagraph (c-2)(6).
     
               (C)   If, upon any such liquidation, dissolution or winding
     up  of  the Corporation, whether voluntary or involuntary, the assets
     of  the  Corporation shall be insufficient to make the full  payments
     required by subparagraph (c-2)(6)(A) and all full distributions  with
     respect to all Parity Preferred Stock, no such distribution shall  be
     made on account of any shares of any Parity Preferred Stock or Series
     A  Preferred Stock unless proportionate distributive amounts shall be
     paid  on account of the shares of Series A Preferred Stock and Parity
     Preferred  Stock,  ratably, in proportion to the  full  distributable
     amounts  to which Holders of the Series A Preferred Stock and holders
     of  all  such  Parity Preferred Stock are respectively entitled  upon
     such dissolution, liquidation or winding up.
     
          (7)   Shares of Series A Preferred Stock shall be redeemable  by
     the  Corporation  as  provided below (with  all  references  in  this
     subparagraph (c-2)(7) to a redemption price per share to be  adjusted
     proportionally in respect of fractional shares):
     
               (A)   (i)   At  the  option of the Corporation,  shares  of
     Series A Preferred Stock may be redeemed, as a whole or from time  to
     time in part, at any time from and after the fifth anniversary of the
     Issue  Date,  at  the  following redemption  prices  per  share:   If
     redeemed during the 12-month period beginning on the anniversary date
     of the Issue Date indicated,
     
                  Redemption                      Redemption
 Anniversary         Price        Anniversary        Price
                                                       
    Fifth           $26.75           Ninth          $25.75
    Sixth           $26.50           Tenth          $25.50
   Seventh          $26.25         Eleventh         $25.25
    Eighth          $26.00                             

     and  thereafter  at a redemption price of $25.00 per share,  in  each
     case payable in cash.
     
                     (ii)   At  the  option  of any Holder,  at  any  time
     specified  by  such  Holder upon not less than 10 days  notice  after
     receiving  60  days  prior written notice of the Corporation  stating
     that the Corporation intends to issue shares of Common Stock or other
     equity securities of the Corporation to any "foreign person" (as such
     term is used in Section 897(h)(4)(B) of the Internal Revenue Code  of
     1986,   as   amended,  or  any  successor  provision),  directly   or
     indirectly, if such issuance would result in ownership of 48% or more
     of  the  value  of all outstanding shares of Common Stock  and  other
     equity  securities  of the Corporation, directly  or  indirectly,  by
     "foreign persons".  The redemption price shall equal $25.00 per share
     plus  all  accrued and unpaid dividends (whether or not declared  and
     whether  or not there are funds of the Corporation legally  available
     for the payment of dividends) on such share.
     
               (B)   In  addition to the redemption option  set  forth  in
     subparagraph  (c-2)(7)(A) above, at the option  of  the  Corporation,
     shares  of  Series A Preferred Stock may be redeemed, as a  whole  or
     from  time to time in part, from and after the second anniversary  of
     the  Issue Date and during any period that the Closing Sale Price  of
     the  Common  Stock exceeds 120% of the Conversion Price  for  any  20
     trading  days within a period of 30 consecutive trading  days,  at  a
     redemption  price, payable in shares of Common Stock, equal  to  that
     number  of  shares  of  Common Stock then issuable  upon  conversion,
     pursuant  to subparagraph (c-2)(5) above, of the shares of  Series  A
     Preferred Stock to be redeemed.
     
               (C)   The Corporation shall not redeem any shares of Series
     A   Preferred  Stock  pursuant  to  subparagraph  (c-2)(7)(A)(i)   or
     subparagraph  (c-2)(7)(B) above, unless and  until  all  accrued  and
     unpaid  dividends (whether or not declared and whether or  not  there
     are  funds  of the Corporation legally available for the  payment  of
     dividends)   on   the  Series  A  Preferred  Stock   have   been   or
     contemporaneously are declared and paid in full.
     
               (D)  Whenever shares of Series A Preferred Stock are to  be
     redeemed pursuant to subparagraph (c-2)(7)(A)(i) or subparagraph  (c-
     2)(7)(B)  above,  a  notice  of  such  redemption  shall  be  mailed,
     addressed to each Holder of the shares to be redeemed, by first class
     mail,  postage prepaid, or delivered to each Holder of the shares  to
     be redeemed at such Holder's address as the same appears on the stock
     transfer records of the Corporation.  Such notice shall be mailed  or
     delivered (i) in the case of a redemption pursuant to subparagraph (c-
     2)(7)(A)(i) above, not less than 60 days prior to the date fixed  for
     redemption  or  (ii)  in  the  case  of  a  redemption  pursuant   to
     subparagraph  (c-2)(7)(B) above, not less than 10 days prior  to  the
     date  fixed  for redemption.  Each such notice shall state:  (i)  the
     date  fixed for redemption; (ii) the number of shares to be redeemed;
     (iii)  the  redemption  price; (iv) the place or  places  where  such
     shares are to be surrendered for payment of the redemption price; and
     (v)  that dividends on the shares to be redeemed will cease to accrue
     on  such  date fixed for redemption unless default shall be  made  in
     payment  of  the  redemption price on such date.  If fewer  than  all
     shares  of  Series  A  Preferred Stock held by a  Holder  are  to  be
     redeemed,  the notice mailed to such Holder shall specify the  number
     of shares to be redeemed from such Holder.
     
               (E)   Notice  having been given as provided in subparagraph
     (c-2)(7)(A)(ii) or subparagraph (c-2)(7)(D) above, as applicable:
     
                      (i)   in  the  case  of  a  redemption  pursuant  to
     subparagraphs  (c-2)(7)(A)(i) or (ii) above,  if  on  or  before  the
     redemption date specified in such notice an amount in cash sufficient
     to  redeem  in  full, on the redemption date and  at  the  applicable
     redemption  price, all shares of Series A Preferred Stock called  for
     redemption shall have been set apart and deposited in trust so as  to
     be  available  for such purpose and only for such purpose,  or  shall
     have been paid to the Holders thereof, then effective as of the close
     of business on such redemption date, the shares of Series A Preferred
     Stock  so called for redemption shall cease to accrue dividends,  and
     said  shares  shall no longer be deemed to be outstanding  and  shall
     have  the  status of authorized but unissued shares of capital  stock
     and  be  reclassified  as Common Stock of the  Corporation,  and  all
     rights  of  the  Holders  thereof, as such  as  stockholders  of  the
     Corporation  (except  the right to receive from the  Corporation  the
     redemption price) shall cease;
     
                      (ii)    in  the  case  of  redemption  pursuant   to
     subparagraph  (c-2)(7)(B) above, all shares  of  Series  A  Preferred
     Stock  called  for redemption shall be deemed to have been  converted
     into  shares of Common Stock in accordance with subparagraph (c-2)(5)
     above  immediately prior to the close of business on  the  redemption
     date specified in such notice, and the person or persons entitled  to
     receive  the  Common  Stock issuable upon such  conversion  shall  be
     treated  for  all  purposes as the record holder or holders  of  such
     Common  Stock at such time; and effective as of the close of business
     on  such  redemption date, the shares of Series A Preferred Stock  so
     called  for  redemption  shall cease to accrue  dividends,  and  said
     shares shall no longer be deemed to be outstanding and shall have the
     status  of  authorized but unissued shares of  Common  Stock  of  the
     Corporation,  and  all  rights of the Holders  thereof,  as  such  as
     stockholders of the Corporation (except the right to receive from the
     Corporation the redemption price) shall cease; and
     
                      (iii)   in  either  such  case,  upon  surrender  in
     accordance  with said notice of the certificates for  any  shares  so
     redeemed  (properly endorsed or assigned for transfer, if the  notice
     shall so state), such shares shall be redeemed by the Corporation  at
     the  redemption  price  as  aforesaid.  In  the  case  of  redemption
     pursuant   to   subparagraph  (c-2)(7)(B)  above,  as   promptly   as
     practicable  on or after the date of such surrender, the  Corporation
     shall  issue and deliver a certificate or certificates for the number
     of  full  shares  of  Common  Stock issuable  upon  such  redemption,
     together  with  payment in lieu of any fraction of a  share,  to  the
     person  or  persons entitled to receive the same, all  in  accordance
     with  the  provisions of subparagraph (c-2)(5) above.  In case  fewer
     than  all the shares of Series A Preferred Stock represented  by  any
     certificate  so surrendered are redeemed, a new certificate  of  like
     terms  and having the same date of original issuance shall be  issued
     representing  the  unredeemed  shares of  Series  A  Preferred  Stock
     without cost to the Holder thereof.
     
               (F)   In the event that fewer than all the shares of Series
     A  Preferred  Stock are to be redeemed pursuant to  subparagraph  (c-
     2)(7)(A)(i) or subparagraph (c-2)(7)(B) above, the Corporation  shall
     redeem shares of Series A Preferred Stock pro rata among the Holders,
     based  on  the number of shares of Series A Preferred Stock  held  by
     each Holder.
     
               (G)   Nothing contained in this subparagraph (c-2)(7) shall
     limit  any  legal right of the Corporation to purchase  or  otherwise
     acquire  any shares of Series A Preferred Stock at any price, whether
     higher or lower than the redemption price.
     
          (8)   (A)   The  Conversion Price and the number  of  shares  of
     Common  Stock  issuable upon the conversion of  shares  of  Series  A
     Preferred  Stock  shall  be  subject  to  adjustment  in   case   the
     Corporation shall at any time after the Issue Date (i) pay a dividend
     or  make  any  other distribution to all holders of  its  outstanding
     Common Stock, Class B Common Stock, or Class C Common Stock in shares
     of  Common Stock, Class B Common Stock, or Class C Common Stock  such
     that  the  total  number of shares of Common Stock,  Class  B  Common
     Stock,  and  Class  C  Common Stock outstanding  is  increased;  (ii)
     subdivide or split-up its outstanding shares of Common Stock, Class B
     Common Stock, or Class C Common Stock into a greater total number  of
     shares  of  Common Stock, Class B Common Stock, and  Class  C  Common
     Stock; (iii) combine its outstanding shares of Common Stock, Class  B
     Common Stock, or Class C Common Stock into a smaller total number  of
     shares  of  Common Stock, Class B Common Stock, and  Class  C  Common
     Stock;  (iv) issue by reclassification of its shares of Common Stock,
     Class B Common Stock, or Class C Common Stock other shares of capital
     stock of the Corporation; (v) issue rights or warrants to all holders
     of  its  outstanding Common Stock, Class B Common Stock, or  Class  C
     Common  Stock entitling them to subscribe for or purchase  shares  of
     Common  Stock,  Class B Common Stock, or Class C Common  Stock  at  a
     price  per share less than the Closing Sale Price of the Common Stock
     on the trading day preceding the record date of such issuance or (vi)
     in  case  the  Corporation shall distribute to  all  holders  of  its
     outstanding  Common Stock, Class B Common Stock, or  Class  C  Common
     Stock  evidences  of  its  indebtedness  or  assets  (excluding  cash
     dividends,  dividends  or distributions in shares  of  Common  Stock,
     Class  B  Common Stock, or Class C Common Stock or rights or warrants
     to  subscribe for or purchase securities referred to in the preceding
     clause (v)).  In any such event, the number of shares of Common Stock
     issuable  upon  conversion of each share of Series A Preferred  Stock
     immediately  prior  thereto  shall be adjusted  so  that  the  Holder
     thereof shall be entitled to receive the kind and number of shares of
     Common  Stock or other securities of the Corporation that such Holder
     would  have  owned or would have been entitled to receive  after  the
     happening  of  any of the events described above had  such  share  of
     Series  A  Preferred Stock been converted immediately  prior  to  the
     happening of such event or any record date with respect thereto.   An
     adjustment  made  pursuant  to  this subparagraph  (c-2)(8)(A)  shall
     become  effective immediately after the effective date of such event,
     retroactive to the record date, if any, for such event.
     
               (B)  Whenever the number of shares of Common Stock issuable
     upon  the  conversion  of  shares of  Series  A  Preferred  Stock  is
     adjusted,   as  provided  in  subparagraph  (c-2)(8)(A)  above,   the
     Conversion Price shall be adjusted (calculated to the nearest $.0001)
     by  multiplying  such  Conversion Price  immediately  prior  to  such
     adjustment by a fraction, the numerator of which shall be the  number
     of  shares of Common Stock issuable upon conversion of each share  of
     Series  A  Preferred Stock immediately prior to such adjustment,  and
     the  denominator  of which shall be the number of  shares  of  Common
     Stock so issuable immediately thereafter.
     
               (C)   Notwithstanding  anything in  this  subparagraph  (c-
     2)(8),  in  no  event will any adjustment be made to  the  Conversion
     Price  or  the  number of shares of Common Stock  issuable  upon  the
     conversion of shares of Series A Preferred Stock solely as  a  result
     of  any  conversion of any shares of Class B Common Stock or Class  C
     Common Stock into shares of Common Stock on a one-for-one basis.
     
               (D)   For purposes of this subparagraph (c-2)(8), the  term
     "shares of Common Stock" shall mean the class of stock designated  as
     the  Common Stock of the Corporation at the Issue Date.  In the event
     that  at  any  time, as a result of an adjustment  made  pursuant  to
     subparagraph  (c-2)(8)(A) above, the shares  of  Series  A  Preferred
     Stock shall become convertible into any securities of the Corporation
     other  than  shares of Common Stock, thereafter the  number  of  such
     other  securities so issuable upon such conversion and the Conversion
     Price of such securities shall be subject to adjustment from time  to
     time in a manner and on terms as nearly equivalent as practicable  to
     the provisions with respect to the shares of Common Stock.
     
          (9)  In case at any time:
     
               (A)   the  Corporation  shall set a  record  date  for  the
     purpose  of declaring a dividend (or any other distribution)  on  the
     Common  Stock, Class B Common Stock, or Class C Common Stock  payable
     otherwise than in cash out of its retained earnings; or
     
               (B)   the  Corporation  shall set a  record  date  for  the
     granting to the holders of the Common Stock, Class B Common Stock, or
     Class  C  Common  Stock of rights or warrants  to  subscribe  for  or
     purchase  any  shares of capital stock of any class or of  any  other
     rights; or
     
               (C)   of  any reclassification of the capital stock of  the
     Corporation  (other  than  a  subdivision  or  combination   of   its
     outstanding shares of Common Stock, Class B Common Stock, or Class  C
     Common  Stock),  or  of  any consolidation or  merger  to  which  the
     Corporation is a party and for which approval of any stockholders  of
     the  Corporation is required, or of the sale or transfer  of  all  or
     substantially all of the assets of the Corporation;
     
     then,  in any such case, the Corporation shall cause to be mailed  to
     the Holders of the Series A Preferred Stock, at least 20 days (or  10
     days in any case specified in subparagraphs (c-2)(9)(A) or (B) above)
     prior   to  the  applicable  record  or  effective  date  hereinafter
     specified, a notice stating (i) the date on which a record is  to  be
     taken  for  the  purpose  of such dividend, distribution,  rights  or
     warrants,  or, if a record is not to be taken, the date as  of  which
     the  holders of Common Stock, Class B Common Stock, or Class C Common
     Stock of record to be entitled to such dividend, distribution, rights
     or  warrants  are to be determined, or (ii) the date  on  which  such
     reclassification, consolidation, merger, sale, transfer, dissolution,
     liquidation  or winding up is expected to become effective,  and  the
     date as of which it is expected that holders of Common Stock, Class B
     Common Stock, or Class C Common Stock of record shall be entitled  to
     exchange their shares of Common Stock, Class B Common Stock, or Class
     C  Common  Stock  for securities, cash or other property  deliverable
     upon  such  reclassification, consolidation, merger, sale,  transfer,
     dissolution, liquidation or winding up.  In no event shall the giving
     of  such  notice limit the Corporation's obligations  to  adjust  the
     Conversion  Price and number of shares of Common Stock issuable  upon
     the  conversion  of  shares  of Series A  Preferred  Stock  upon  the
     occurrence of the events specified in subparagraph (c-2)(8) above.
     
          (d)   A  description of the preferences, conversion and other rights,
voting  powers,  restrictions, limitations as to dividends, qualifications  and
terms  and  conditions of redemption of the Excess Stock of the Corporation  is
set forth in Article NINTH hereof.

          (e)  Subject to the foregoing, the power of the Board of Directors to
classify  and  reclassify  any of the shares of capital  stock  shall  include,
without  limitation,  subject to the provisions of the  Charter,  authority  to
classify  or  reclassify any unissued shares of such  stock  into  a  class  or
classes of preferred stock, preference stock, special stock or other stock, and
to  divide  and  classify shares of any class into one or more series  of  such
class, by determining, fixing, or altering one or more of the following:

          (1)  The distinctive designation of such class or series and the
     number  of shares to constitute such class or series; provided  that,
     unless  otherwise prohibited by the terms of such or any other  class
     or  series,  the  number  of shares of any class  or  series  may  be
     decreased  by  the  Board  of  Directors  in  connection   with   any
     classification or reclassification of unissued shares and the  number
     of  shares of such class or series may be increased by the  Board  of
     Directors   in   connection   with   any   such   classification   or
     reclassification,  and any shares of any class or series  which  have
     been redeemed, purchased, otherwise acquired or converted into shares
     of Common Stock or any other class or series shall become part of the
     authorized  capital  stock  and  be  subject  to  classification  and
     reclassification as provided in this subparagraph.
     
          (2)  Whether or not and, if so, the rates, amounts and times  at
     which, and the conditions under which, dividends shall be payable  on
     shares of such class or series, whether any such dividends shall rank
     senior or junior to or on a parity with the dividends payable on  any
     other  class or series of stock, and the status of any such dividends
     as  cumulative, cumulative to a limited extent or non- cumulative and
     as participating or non-participating.
     
          (3)   Whether or not shares of such class or series  shall  have
     voting rights, in addition to any voting rights provided by law  and,
     if  so, the terms of such voting rights provided that, there shall be
     no  increase  in  the  number of directors except  as  set  forth  in
     paragraph  (a)  of Article SEVENTH and such voting rights  shall  not
     effect  the rights of the holders of the Class B Common Stock or  the
     Class C Common Stock with respect to the election of directors.
     
          (4)   Whether or not shares of such class or series  shall  have
     conversion  or  exchange  privileges  and,  if  so,  the  terms   and
     conditions  thereof,  including  provision  for  adjustment  of   the
     conversion  or exchange rate in such events or at such times  as  the
     Board of Directors shall determine.
     
          (5)   Whether  or  not shares of such class or series  shall  be
     subject  to redemption and, if so, the terms and conditions  of  such
     redemption,  including the date or dates upon  or  after  which  they
     shall  be  redeemable and the amount per share  payable  in  case  of
     redemption, which amount may vary under different conditions  and  at
     different  redemption dates; and whether or not there  shall  be  any
     sinking  fund or purchase account in respect thereof, and if so,  the
     terms thereof.
     
          (6)  The rights of the holders of shares of such class or series
     upon the liquidation, dissolution or winding up of the affairs of, or
     upon any distribution of the assets of, the Corporation, which rights
     may  vary  depending  upon whether such liquidation,  dissolution  or
     winding up is voluntary or involuntary and, if voluntary, may vary at
     different dates, and whether such rights shall rank senior or  junior
     to  or  on a parity with such rights of any other class or series  of
     stock.
     
          (7)   Whether  or not there shall be any limitations applicable,
     while  shares  of  such  class or series are  outstanding,  upon  the
     payment  of  dividends  or  making  of  distributions  on,   or   the
     acquisition  of, or the use of moneys for purchase or redemption  of,
     any  stock  of  the  Corporation, or upon any  other  action  of  the
     Corporation, including action under this subparagraph,  and,  if  so,
     the terms and conditions thereof.
     
          (8)   Any  other  preferences, rights,  restrictions,  including
     restrictions on transferability, and qualifications of shares of such
     class  or  series, not inconsistent with law and the Charter  of  the
     Corporation.
     
          (f)  For the purposes hereof and of any articles supplementary to the
Charter  providing for the classification or reclassification of any shares  of
capital  stock  or  of  any other charter document of the  Corporation  (unless
otherwise  provided in any such articles or document), any class or  series  of
stock of the Corporation shall be deemed to rank:

          (1)  prior to another class or series either as to dividends  or
     upon  liquidation, if the holders of such class or  series  shall  be
     entitled  to the receipt of dividends or of amounts distributable  on
     liquidation,  dissolution or winding up,  as  the  case  may  be,  in
     preference or priority to holders of such other class or series;
     
          (2)   on  a  parity with another class or series  either  as  to
     dividends  or  upon liquidation, whether or not the  dividend  rates,
     dividend  payment dates or redemption or liquidation price per  share
     thereof  be  different from those of such others, if the  holders  of
     such  class  or  series  of stock shall be  entitled  to  receipt  of
     dividends  or amounts distributable upon liquidation, dissolution  or
     winding  up,  as  the case may be, in proportion to their  respective
     dividend   rates   or  redemption  or  liquidation  prices,   without
     preference  or  priority  over the holders of  such  other  class  or
     series; and
     
          (3)  junior to another class or series either as to dividends or
     upon  liquidation,  if the rights of the holders  of  such  class  or
     series  shall be subject or subordinate to the rights of the  holders
     of  such other class or series in respect of the receipt of dividends
     or the amounts distributable upon liquidation, dissolution or winding
     up, as the case may be.
     
     SEVENTH:   (a)   The  business and affairs of  the  Corporation  shall  be
managed under the direction of the Board of Directors.  The number of directors
of the Corporation shall never be less than the minimum number permitted by the
General Laws of the State of Maryland now or hereafter in force and:

          (1)   so  long  as any shares of both Class B Common  Stock  and
     Class C Common Stock are outstanding, the number of directors of  the
     Corporation shall be thirteen;
     
          (2)  so long as any shares of Class B Common Stock (but no Class
     C  Common  Stock)  are outstanding, the number of  directors  of  the
     Corporation shall be nine; and
     
          (3)  so long as any shares of Class C Common Stock (but no Class
     B  Common  Stock)  are outstanding, the number of  directors  of  the
     Corporation shall be nine.
     
At least a majority of the directors shall be Independent Directors (as defined
in Article NINTH).

          (b)   Subject to the rights of the holders of any class of  Preferred
Stock then outstanding, newly created directorships resulting from any increase
in  the  authorized  number of directors shall be  filled  by  a  vote  of  the
stockholders or a majority of the entire Board of Directors, and any  vacancies
on the Board of Directors resulting from death, disability ("disability," which
for  purposes  of  this paragraph (b) shall mean illness,  physical  or  mental
disability  or  other  incapacity), resignation, retirement,  disqualification,
removal  from  office,  or  other cause shall  be  filled  by  a  vote  of  the
stockholders or a majority of the directors then in office; provided that

          (1)   any  vacancies  on the Board of Directors  resulting  from
     death, disability, resignation, retirement, disqualification, removal
     from  office, or other cause of a director elected by the holders  of
     Class  B  Common  Stock shall be filled by a vote of the  holders  of
     Class B Common Stock; and
     
          (2)   any vacancies on the Board of Directors with respect to  a
     director  elected  by the holders of Class C Common  Stock  shall  be
     filled as follows:
     
               (A)   at any time after the closing date of the Merger, any
     vacancy resulting from death or disability shall be filled by holders
     of  Class  C Common Stock, voting as a separate class to elect  as  a
     replacement  director  a  candidate who (i) is  the  Chief  Executive
     Officer  of The Edward J. DeBartolo Corporation (or any successor  to
     such  corporation), provided that the right granted pursuant to  this
     subparagraph (b)(2)(A)(i) may be exercised only once and may only  be
     exercised to fill a vacancy resulting from the death or disability of
     Edward J. DeBartolo, Jr. or Marie Denise DeBartolo York, or (ii)  has
     similar  experience  and standing in the business  community  to  the
     Independent Directors and who has been approved by a majority of  the
     Independent  Directors elected by the holders  of  Common  Stock  and
     other  capital  stock entitled to vote with the  Common  Stock  as  a
     single  class.   If  such Independent Directors do not  approve  such
     candidate,  the  holders of Class C Common Stock may propose  another
     candidate  for  approval by a majority of the Independent  Directors.
     The right of holders of Class C Common Stock to propose candidates to
     the Independent Directors shall continue until one such candidate  is
     approved by a majority of the Independent Directors;
     
               (B)   at  any time prior to the fourth anniversary  of  the
     closing date of the Merger, any vacancy other than one resulting from
     a  death or disability shall, subparagraph (c-1)(1) of Article  SIXTH
     notwithstanding, reduce by such vacancy an equivalent number  of  the
     directors  that  holders of Class C Common Stock  may,  voting  as  a
     separate  class,  elect, and such a vacancy  shall  be  filled  by  a
     majority  of the entire Board of Directors.  If as a result  of  this
     subparagraph (b)(2)(B) the number of directors that holders of  Class
     C  Common  Stock  may elect is reduced to zero, then immediately  and
     automatically each share of Class C Common Stock shall  be  converted
     into one share of Common Stock;
     
               (C)   at any time during the period from and including  the
     fourth anniversary to but not including the fifth anniversary of  the
     closing date of the Merger, any vacancy other than one resulting from
     a  death  or disability shall be filled by holders of Class C  Common
     Stock, voting as a separate class, to elect as a replacement director
     a  candidate  who meets the qualifications and has been  selected  in
     accordance   with   the   procedures  set   forth   in   subparagraph
     (b)(2)(A)(ii) above; provided if during such period vacancies  result
     other  than  from death or disability with respect  to  both  of  the
     directors  who were directors on the fourth anniversary  date,  then,
     subparagraph (c-1)(1) of Article SIXTH notwithstanding, the number of
     directors that the holders of Class C Common Stock may, voting  as  a
     separate  class, elect shall be reduced to one, and the vacancy  with
     respect to the second resigned director shall be filled by a majority
     of the entire Board of Directors; and
     
               (D)  at any time after the fifth anniversary of the closing
     date of the Merger, any vacancy other than one resulting from a death
     or  disability  shall be filled by holders of Class C  Common  Stock,
     voting  as  a  separate class, to elect as a replacement  director  a
     candidate  who  meets  the qualifications and has  been  selected  in
     accordance   with   the   procedures  set   forth   in   subparagraph
     (b)(2)(A)(ii) above.
     
No  decrease  in  the number of directors constituting the Board  of  Directors
shall affect the tenure of office of any director.

          (c)   Whenever  the  holders of any one or more series  of  Preferred
Stock of the Corporation shall have the right, voting separately as a class, to
elect  one  or more directors of the Corporation, the Board of Directors  shall
consist  of  said directors so elected in addition to the number  of  directors
fixed  as  provided in paragraph (a) of this Article SEVENTH or in the By-Laws;
provided that if any shares of Class B Common Stock or Class C Common Stock are
outstanding, the election of one or more directors by such holders of Preferred
Stock will eliminate the corresponding number a directors to be elected by  the
combined  holders of the Common Stock, the Class B Common Stock,  the  Class  C
Common  Stock,  and the Series A Preferred Stock voting together  as  a  single
class,  and  will  neither  increase the size of the  Board  of  Directors  nor
eliminate the seat or seats of directors elected by the holders of the Class  B
Common  Stock or of the Class C Common Stock, each voting as a separate  class.
Notwithstanding the foregoing, and except as otherwise may be required by  law,
whenever  the  holders  of any one or more series of  Preferred  Stock  of  the
Corporation shall have the right, voting separately as a class, to elect one or
more  directors  of  the  Corporation, the terms of the director  or  directors
elected  by such holders shall expire at the next succeeding annual meeting  of
stockholders.

          (d)   Subject  to  the rights of the holders of any class  separately
entitled  to elect one or more directors, any director, or the entire Board  of
Directors, may be removed from office at any time, but only for cause and  then
only  by  the  affirmative vote of the holders of at least a  majority  of  the
combined  voting  power of all classes of shares of capital stock  entitled  to
vote in the election for directors voting together as a single class.

          (e)   The  following are the names of the current  directors  of  the
Corporation,  each of whom shall serve until the annual meeting of stockholders
indicated  next  to his or her name, and who thereafter will  serve  (or  whose
replacement   will   serve)  until  the  next  following  annual   meeting   of
stockholders.
                                                             Current
                                                            Term Ends
                                                              with
Name of Current Director                         Director  Election at
                              Stock Classes       Class      Annual
                            Entitled to Elect              Meeting in:
Birch Bayh                Common Stock, Class B     A         1997
                          Common Stock, Class C
                          Common Stock, Series
                            A Preferred Stock
G. William Miller         Common Stock, Class B     A         1998
                          Common Stock, Class C
                          Common Stock, Series
                            A Preferred Stock
William T. Dillard, II    Common Stock, Class B     A         1998
                          Common Stock, Class C
                          Common Stock, Series
                            A Preferred Stock
Terry S. Prindiville      Common Stock, Class B     A         1998
                          Common Stock, Class C
                          Common Stock, Series
                            A Preferred Stock
Fredrick W. Petri         Common Stock, Class B     A         1999
                          Common Stock, Class C
                          Common Stock, Series
                            A Preferred Stock
Philip J. Ward            Common Stock, Class B     A         1999
                          Common Stock, Class C
                          Common Stock, Series
                            A Preferred Stock
J. Albert Smith, Jr.      Common Stock, Class B     A         1999
                          Common Stock, Class C
                          Common Stock, Series
                            A Preferred Stock
Melvin Simon              Class B Common Stock      B         1997
Herbert Simon             Class B Common Stock      B         1997
David Simon               Class B Common Stock      B         1997
Richard S. Sokolov        Class B Common Stock      B         1997
(Vacant)                  Class C Common Stock      C         1997
(Vacant)                  Class C Common Stock      C         1997

          (f)   Any  action  by  the Corporation relating to  (1)  transactions
between  the  Corporation  and  M.S. Management  Associates,  Inc.,  Simon  MOA
Management  Company, Inc., DeBartolo Properties Management,  Inc.  and/or  M.S.
Management  Associates  (Indiana),  Inc.  or  (2)  transactions  involving  the
Corporation,  individually  or  in its capacity  as  general  partner  (whether
directly or indirectly through another entity) of Simon DeBartolo Group,  L.P.,
in  which the Simon Family Group or the DeBartolo Family Group or any member or
affiliate of any member of the Simon Family Group or DeBartolo Family Group has
an interest (other than through ownership interests in the Corporation or Simon
DeBartolo  Group,  L.P.), shall, in addition to such other  vote  that  may  be
required,  require  the  prior  approval  of  a  majority  of  the  Independent
Directors.

     EIGHTH:   (a)  The following provisions are hereby adopted for the purpose
of  defining, limiting, and regulating the powers of the Corporation and of the
directors and the stockholders:

          (1)  The Board of Directors is hereby empowered to authorize the
     issuance  from  time  to time of shares of its stock  of  any  class,
     whether  now or hereafter authorized, or securities convertible  into
     shares of its stock of any class or classes, whether now or hereafter
     authorized, for such consideration as may be deemed advisable by  the
     Board of Directors and without any action by the stockholders.
     
          (2)   No  holder  of  any stock or any other securities  of  the
     Corporation,  whether  now or hereafter authorized,  shall  have  any
     preemptive right to subscribe for or purchase any stock or any  other
     securities of the Corporation other than such, if any, as  the  Board
     of Directors, in its sole discretion, may determine and at such price
     or prices and upon such other terms as the Board of Directors, in its
     sole discretion, may fix; and any stock or other securities which the
     Board  of Directors may determine to offer for subscription  may,  as
     the  Board  of  Directors in its sole discretion shall determine,  be
     offered to the holders of any class, series or type of stock or other
     securities at the time outstanding to the exclusion of the holders of
     any  or  all  other  classes,  series or  types  of  stock  or  other
     securities at the time outstanding.
     
          (3)  The Board of Directors of the Corporation shall, consistent
     with  applicable law, have power in its sole discretion to  determine
     from  time  to time in accordance with sound accounting  practice  or
     other  reasonable valuation methods what constitutes annual or  other
     net  profits, earnings, surplus, or net assets in excess of  capital;
     to  fix  and  vary  from time to time the amount to  be  reserved  as
     working capital, or determine that retained earnings or surplus shall
     remain in the hands of the Corporation; to set apart out of any funds
     of the Corporation such reserve or reserves in such amount or amounts
     and for such proper purpose or purposes as it shall determine and  to
     abolish  any such reserve or any part thereof; to redeem or  purchase
     its  stock  or  to distribute and pay distributions or  dividends  in
     stock,  cash or other securities or property, out of surplus  or  any
     other funds or amounts legally available therefor, at such times  and
     to  the stockholders of record on such dates as it may, from time  to
     time,  determine; to determine the amount, purpose, time of creation,
     increase  or decrease, alteration or cancellation of any reserves  or
     charges  and the propriety thereof (whether or not any obligation  or
     liability for which such reserves or charges shall have been  created
     shall have been paid or discharged); to determine the fair value  and
     any  matters relating to the acquisition, holding and disposition  of
     any  assets by the Corporation; and to determine whether and to  what
     extent  and  at  what times and places and under what conditions  and
     regulations the books, accounts and documents of the Corporation,  or
     any  of them, shall be open to the inspection of stockholders, except
     as otherwise provided by statute or by the By-Laws, and, except as so
     provided,  no stockholder shall have any right to inspect  any  book,
     account or document of the Corporation unless authorized so to do  by
     resolution of the Board of Directors.
     
          (4)   The  Board  of  Directors shall, in  connection  with  the
     exercise  of  its business judgment involving a Business  Combination
     (as  defined  in  Section 3-601 of the Corporations and  Associations
     Article  of the Annotated Code of Maryland) or any actual or proposed
     transaction  which would or may involve a change in  control  of  the
     Corporation  (whether by purchases of shares of stock  or  any  other
     securities  of  the  Corporation in the open  market,  or  otherwise,
     tender  offer, merger, consolidation, dissolution, liquidation,  sale
     of  all or substantially all of the assets of the Corporation,  proxy
     solicitation  or  otherwise), in determining  what  is  in  the  best
     interests  of the Corporation and its stockholders and in making  any
     recommendation  to  its stockholders, give due consideration  to  all
     relevant  factors,  including, but not limited to  (A)  the  economic
     effect,   both   immediate  and  long-term,  upon  the  Corporation's
     stockholders, including stockholders, if any, who do not  participate
     in  the  transaction;  (B)  the social and  economic  effect  on  the
     employees, customers of, and others dealing with, the Corporation and
     its  subsidiaries and on the communities in which the Corporation and
     its subsidiaries operate or are located; (C) whether the proposal  is
     acceptable  based on the historical and current operating results  or
     financial  condition of the Corporation; (D) whether a more favorable
     price  could  be  obtained  for  the  Corporation's  stock  or  other
     securities  in the future; (E) the reputation and business  practices
     of the offeror and its management and affiliates as they would affect
     the employees of the Corporation and its subsidiaries; (F) the future
     value  of  the stock or any other securities of the Corporation;  (G)
     any antitrust or other legal and regulatory issues that are raised by
     the  proposal;  and  (H)  the business and  financial  condition  and
     earnings prospects of the acquiring person or entity, including,  but
     not   limited   to,   debt  service  and  other  existing   financial
     obligations, financial obligations to be incurred in connection  with
     the  acquisition,  and  other  likely financial  obligations  of  the
     acquiring  person  or  entity.  If the Board of Directors  determines
     that  any proposed Business Combination (as defined in Section  3-601
     of the Corporations and Associations Article of the Annotated Code of
     Maryland)  or  actual  or proposed transaction  which  would  or  may
     involve a change in control of the Corporation should be rejected, it
     may take any lawful action to defeat such transaction, including, but
     not  limited  to, any or all of the following: advising  stockholders
     not  to accept the proposal; instituting litigation against the party
     making   the  proposal;  filing  complaints  with  governmental   and
     regulatory  authorities; acquiring the stock or any of the securities
     of  the  Corporation;  selling or otherwise  issuing  authorized  but
     unissued  stock, other securities or granting options or rights  with
     respect thereto; acquiring a company to create an antitrust or  other
     regulatory problem for the party making the proposal; and obtaining a
     more favorable offer from another individual or entity.
     
          (5)  The Corporation shall provide any indemnification permitted
     by  the  laws  of  Maryland and shall indemnify directors,  officers,
     agents  and employees as follows: (A) the Corporation shall indemnify
     its directors and officers, whether serving the Corporation or at its
     request any other entity, to the full extent required or permitted by
     the  General Laws of the State of Maryland now or hereafter in force,
     including  the advance of expenses under the procedures  and  to  the
     full  extent permitted by law and (B) the Corporation shall indemnify
     other employees and agents, whether serving the Corporation or at its
     request  any  other entity, to such extent as shall be authorized  by
     the  Board of Directors or the Corporation's By-Laws and be permitted
     by  law.   The  foregoing  rights  of indemnification  shall  not  be
     exclusive  of any other rights to which those seeking indemnification
     may  be entitled.  The Board of Directors may take such action as  is
     necessary  to  carry  out  these indemnification  provisions  and  is
     expressly  empowered to adopt, approve and amend from  time  to  time
     such  by-laws, resolutions or contracts implementing such  provisions
     or  such further indemnification arrangements as may be permitted  by
     law.  No amendment of the Charter of the Corporation or repeal of any
     of   its   provisions  shall  limit  or  eliminate   the   right   to
     indemnification provided hereunder with respect to acts or  omissions
     occurring  prior  to  such  amendment or repeal  or  shall  limit  or
     eliminate the rights granted under indemnification agreements entered
     into  by  the  Corporation and its directors,  officers,  agents  and
     employees.
     
          (6)   To  the fullest extent permitted by Maryland statutory  or
     decisional law, as amended or interpreted, no director or officer  of
     the  Corporation shall be personally liable to the Corporation or its
     stockholders for money damages.  No amendment of the Charter  of  the
     Corporation  or  repeal  of  any of its  provisions  shall  limit  or
     eliminate the benefits provided to directors and officers under  this
     provision with respect to any act or omission which occurred prior to
     such amendment or repeal.
     
          (7)   For any stockholder proposal to be presented in connection
     with  an annual meeting of stockholders of the Corporation, including
     any  proposal relating to the nomination of a director to be  elected
     to  the Board of Directors of the Corporation, the stockholders  must
     have  given timely written notice thereof in writing to the Secretary
     of  the  Corporation  in  the manner and containing  the  information
     required  by  the By-Laws.  Stockholder proposals to be presented  in
     connection  with a special meeting of stockholders will be  presented
     by  the  Corporation only to the extent required by Section 2-502  of
     the  Corporations and Associations Article of the Annotated  Code  of
     Maryland.
     
          (b)   The  Corporation reserves the right to amend, alter, change  or
repeal  any  provision  contained  in  the Charter,  including  any  amendments
changing  the terms or contract rights, as expressly set forth in the  Charter,
of  any  of  its  outstanding  stock  by  classification,  reclassification  or
otherwise,  by  a  majority  of  the directors (including  a  majority  of  the
Independent  Directors, a majority of the directors elected by the  holders  of
the Class B Common Stock and one director elected by the holders of the Class C
Common  Stock,  if such Class B Common Stock and Class C Common Stock  have  at
that  time elected directors) adopting a resolution setting forth the  proposed
change, declaring its advisability, and either calling a special meeting of the
stockholders  certified  to  vote  on the proposed  change,  or  directing  the
proposed  change  to  be  considered at the next annual  stockholders  meeting.
Unless otherwise provided herein, the proposed change will be effective only if
it  is  adopted  upon the affirmative vote of the holders of not  less  than  a
majority  of  the  aggregate votes entitled to be cast thereon (considered  for
this  purpose  as  a  single class); provided however, that any  amendment  to,
repeal  of or adoption of any provision inconsistent with subparagraphs (a)(4),
(a)(6) or (a)(7) or this paragraph (b) of Article EIGHTH will be effective only
if  it  is  adopted  upon the affirmative vote of not  less  than  80%  of  the
aggregate votes entitled to be cast thereon (considered for this purpose  as  a
single  class)  and any amendment to, repeal of, or adoption of  any  provision
inconsistent  with paragraphs (c) or (c-1) of Article SIXTH or Article  SEVENTH
will  be effective only if it is adopted upon both (1) the affirmative vote  of
not  less  than  80%  of  the  aggregate votes  entitled  to  be  cast  thereon
(considered for this purpose as a single class) and (2) the affirmative vote of
not  less  than a majority of the aggregate votes entitled to be  cast  by  the
holders  of  the Class B Common Stock (in the case of paragraph (c) of  Article
SIXTH or Article SEVENTH) or by the holders of the Class C Common Stock (in the
case of paragraph (c-1) of Article SIXTH or Article SEVENTH).

          (c)  In furtherance and not in limitation of the powers conferred  by
statute,  the  Board of Directors is expressly authorized  to  make,  alter  or
repeal the By-Laws of the Corporation.

          (d)  The enumeration and definition of particular powers of the Board
of Directors included in the foregoing shall in no way be limited or restricted
by  reference to or inference from the terms of any other clause of this or any
other  Article of the Charter of the Corporation, or construed as or deemed  by
inference  or otherwise in any manner to exclude or limit any powers  conferred
upon the Board of Directors under the General Laws of the State of Maryland now
or hereafter in force.

     NINTH:  (a)  (1)  The following terms shall have the following meaning:

          "Aggregate  Assumed  Equity Interest in the  Corporation"  shall
     mean the aggregate equity interest in the Corporation represented  by
     the  Common Stock, the Class B Common Stock, the Class C Common Stock
     and  the  Units on the assumption that all shares of Class  B  Common
     Stock  and Class C Common Stock and all such Units are exchanged  for
     Common Stock
     
          "Beneficial Ownership" shall mean ownership of Capital Stock  by
     a  Person who would be treated as an owner of such shares of  Capital
     Stock  either  directly  or  indirectly through  the  application  of
     Section 544 of the Code, as modified by Section 856(h)(1)(B)  of  the
     Code,  and  any comparable successor provisions thereto.   The  terms
     "Beneficial  Owner,"  "Beneficially Owns"  and  "Beneficially  Owned"
     shall have correlative meanings.
     
          "Beneficiary"  shall mean any Qualified Charitable  Organization
     which,  from time to time, is designated by the Corporation to  be  a
     beneficiary of the Trust.
     
          "Board  of Directors" shall mean the Board of Directors  of  the
     Corporation.
     
          "By-Laws" shall mean the By-Laws of the Corporation.
     
          "Capital Stock" shall mean stock that is Common Stock,  Class  B
     Common Stock, Class C Common Stock, Excess Stock or Preferred Stock.
     
          "Code"  shall mean the Internal Revenue Code of 1986, as amended
     from time to time.
     
          "Constructive  Ownership" shall mean ownership of Capital  Stock
     by  a  Person  who  would be treated as an owner of  such  shares  of
     Capital  Stock either directly or indirectly through the  application
     of  Section  318 of the Code, and any comparable successor provisions
     thereto,  as  modified by Section 856(d)(5) of the Code.   The  terms
     "Constructive   Owner,"  "Constructively  Owns"  and  "Constructively
     Owned" shall have correlative meanings.
     
          "DeBartolo  Family  Group" shall mean the Estate  of  Edward  J.
     DeBartolo,  Sr., Edward J. DeBartolo, Jr. and Marie Denise  DeBartolo
     York,  other members of the immediate family of any of the foregoing,
     any other lineal descendants of any of the foregoing, any estates  of
     any  of the foregoing, any trusts established for the benefit of  any
     of  the  foregoing, and any other entity controlled  by  any  of  the
     foregoing.
     
          "DeBartolo   Family  Group  Initial  Aggregate  Assumed   Equity
     Interest  in the Corporation" shall mean the portion of the Aggregate
     Assumed  Equity  Interest in the Corporation owned by  the  DeBartolo
     Family Group immediately following the closing of the Merger.
     
          "Exchange  Rights"  shall  mean any rights  granted  to  limited
     partners   of  Simon  DeBartolo  Group,  L.P.,  a  Delaware   limited
     partnership (including pursuant to an Exchange Rights Agreement)  and
     Simon  Property  Group  L.P.,  a  Delaware  limited  partnership,  to
     exchange   (subject  to  the  Ownership  Limit)  limited  partnership
     interests in such Partnership for shares of Capital Stock.
     
          "Independent Director" shall mean a director of the  Corporation
     who  is  neither  employed by the Corporation nor  a  member  (or  an
     affiliate  of  a member) of the Simon Family Group or  the  DeBartolo
     Family Group.
     
          "Market  Price" of any class of Capital Stock on any date  shall
     mean  the  average  of  the Closing Price for  the  five  consecutive
     Trading  Days ending on such date, or if such date is not  a  Trading
     Date,  the  five consecutive Trading Days preceding such  date.   The
     "Closing  Price"  on  any date shall mean (i) the  last  sale  price,
     regular  way, or, in case no such sale takes place on such  day,  the
     average  of the closing bid and asked prices, regular way, in  either
     case  as reported in the principal consolidated transaction reporting
     system  with respect to securities listed or admitted to  trading  on
     the  New York Stock Exchange, or (ii) if such class of Capital  Stock
     is  not listed or admitted to trading on the New York Stock Exchange,
     as  reported  in  the  principal consolidated  transaction  reporting
     system  with  respect to securities listed on the principal  national
     securities exchange on which such class of capital stock is listed or
     admitted to trading, or (iii) if such class of capital stock  is  not
     listed  or  admitted to trading on any national securities  exchange,
     the  last quoted price, or if not so quoted, the average of the  high
     bid  and low asked prices in the over-the-counter market, as reported
     by  the  National Association of Securities Dealers,  Inc.  Automated
     Quotation  System  or,  if  such system is  no  longer  in  use,  the
     principal other automated quotations systems that may then be in use,
     or  (iv)  if  such class of Capital Stock is not quoted by  any  such
     organization,  the  average of the closing bid and  asked  prices  as
     furnished  by  a  professional market maker making a market  in  such
     class of Capital Stock selected by the Board of Directors.
     
          "Merger"  shall mean the merger, pursuant to the  Agreement  and
     Plan  of  Merger  dated  March 26, 1996, among the  Corporation,  Day
     Acquisition Corp., an Ohio corporation and a wholly owned  subsidiary
     of the Corporation ("Sub"), and DeBartolo Realty Corporation, an Ohio
     corporation  ("DeBartolo"), pursuant to which  merger  Sub  shall  be
     merged with and into DeBartolo.
     
          "Option" shall mean any options, rights, warrants or convertible
     or  exchangeable  securities containing the right to  subscribe  for,
     purchase  or  receive upon exchange or conversion shares  of  Capital
     Stock.
     
          "Ownership  Limit" shall mean (x) in the case of any  member  of
     the Simon Family Group, 24%, and (y) in the case of any other Person,
     6%,  in  each case, of any class of Capital Stock, or any combination
     thereof, determined by (i) number of shares outstanding, (ii)  voting
     power  or  (iii)  value  (as determined by the Board  of  Directors),
     whichever  produces the smallest holding of Capital Stock  under  the
     three  methods,  computed with regard to all  outstanding  shares  of
     Capital Stock and, to the extent provided by the Code, all shares  of
     Capital Stock issuable under outstanding Options and Exchange  Rights
     that have not been exercised.
     
          "Person"  shall  mean  an individual, corporation,  partnership,
     estate,  trust (including a trust qualified under Section  401(a)  or
     501(c)(17) of the Code), a portion of a trust permanently  set  aside
     for  or  to be used exclusively for the purposes described in Section
     642(c)  of  the  Code,  association, private  foundation  within  the
     meaning  of Section 509(a) of the Code, joint stock company or  other
     entity and also includes a group as the term is used for purposes  of
     Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.
     
          "Purported  Beneficial Holder" shall mean, with respect  to  any
     event  (other  than  a purported Transfer) which  results  in  Excess
     Stock,  the  Person for whom the Purported Record Holder held  shares
     that  were,  pursuant to subparagraph (a)(3) of this  article  NINTH,
     automatically converted into Excess Stock upon the occurrence of such
     event.
     
          "Purported  Beneficial Transferee" shall mean, with  respect  to
     any  purported Transfer which results in Excess Stock, the  purported
     beneficial transferee for whom the Purported Record Transferee  would
     have  acquired  shares  of Common Stock or Preferred  Stock  if  such
     Transfer  had  been valid under subparagraph (a)(2) of  this  Article
     NINTH.
     
          "Purported Record Holder" shall mean, with respect to any  event
     (other than a purported Transfer) which results in Excess Stock,  the
     record  holder  of  the  shares that were, pursuant  to  subparagraph
     (a)(3)  of  this Article NINTH, automatically converted  into  Excess
     Stock upon the occurrence of such event.
     
          "Purported  Record Transferee" shall mean, with respect  to  any
     purported  Transfer which results in Excess Stock, the record  holder
     of  the Common Stock or the Preferred Stock if such Transfer had been
     valid under subparagraph (a)(2) of this Article NINTH.
     
          "Qualified  Charitable Organization" shall mean (i)  any  entity
     which would be exempt from federal income under Section 501(c)(3)  of
     the  Code and to which contributions are deductible under Section 170
     of the Code or (ii) any federal, state or local government entity.
     
          "REIT"  shall mean a real estate investment trust under  Section
     856 of the Code.
     
          "Restriction  Termination Date" shall mean the first  day  after
     the effective date of the Merger on which the Corporation's status as
     a  REIT shall have been terminated by the Board of Directors and  the
     stockholders of the Corporation.
     
          "Simon Family Group" shall mean Melvin Simon, Herbert Simon  and
     David  Simon,  other members of the immediate family of  any  of  the
     foregoing, any other lineal descendants of any of the foregoing,  any
     estates  of  any  of  the foregoing, any trust  established  for  the
     benefit  of any of the foregoing, and any other entity controlled  by
     any of the foregoing.
     
          "Simon Family Group Initial Aggregate Assumed Equity Interest in
     the  Corporation"  shall mean the portion of  the  Aggregate  Assumed
     Equity  Interest in the Corporation owned by the Simon  Family  Group
     immediately following the closing of the Merger.
     
          "Trading  Day" shall mean, with respect to any class of  Capital
     Stock,  a day on which the principal national securities exchange  on
     which such class of Capital Stock is listed or admitted to trading is
     open  for  the transaction of business or, if such class  of  Capital
     Stock is not listed or admitted to trading on any national securities
     exchange, shall mean any day other than a Saturday, a Sunday or a day
     on which banking institutions in the State of New York are authorized
     or obligated by law or executive order to close.
     
          "Transfer"  shall mean any sale, transfer, gift,  hypothecation,
     pledge,  assignment,  devise or other disposition  of  Capital  Stock
     (including  (i) the granting of any option (including  an  option  to
     acquire an Option or any series of such options) or entering into any
     agreement  for  the  sale, transfer or other disposition  of  Capital
     Stock or (ii) the sale, transfer, assignment or other disposition  of
     any securities or rights convertible into or exchangeable for Capital
     Stock),   whether  voluntary  or  involuntary,  whether  of   record,
     constructively  or beneficially and whether by operation  of  law  or
     otherwise.
     
          "Trust"  shall  mean the trust created pursuant to  subparagraph
     (b)(1) of this Article NINTH.
     
          "Trustee" shall mean any trustee for the Trust (or any successor
     trustee)  appointed  from time to time by the Corporation;  provided,
     however,  during  any  period in which Excess  Stock  is  issued  and
     outstanding  the Corporation shall undertake to appoint  trustees  of
     the Trust which trustees are unaffiliated with the Corporation.
     
          "Undesignated Excess Stock" shall have the meaning set forth  in
     subparagraph (b)(3) of this Article NINTH.
     
          "Units"   shall  mean  units  representing  limited  partnership
     interests   in  Simon  Property  Group,  L.P.  or  DeBartolo   Realty
     Partnership L.P.
     
          (2)   (A)   Except  as provided in subparagraph (a)(9)  of  this
     Article NINTH, from the effective date of the Merger and prior to the
     Restriction  Termination Date, no Person shall  Beneficially  Own  or
     Constructively Own shares of the outstanding Capital Stock in  excess
     of the Ownership Limit.
     
               (B)   Except  as  provided in subparagraph (a)(9)  of  this
     Article NINTH, from the effective date of the Merger and prior to the
     Restriction Termination Date, any Transfer that, if effective,  would
     result  in  any  Person Beneficially Owning or Constructively  Owning
     Capital  Stock  in  excess of the Ownership Limit shall  be  void  ab
     initio  as to the Transfer of that number of shares of Capital  Stock
     which would be otherwise Beneficially or Constructively Owned by such
     Person  in excess of the Ownership Limit; and the intended transferee
     shall  acquire no rights in such shares of Common Stock or  Preferred
     Stock in excess of the Ownership Limit.
     
               (C)   Except  as  provided in subparagraph (a)(9)  of  this
     Article NINTH, from the effective date of the Merger and prior to the
     Restriction Termination Date, any Transfer that, if effective,  would
     result  in  the Capital Stock being Beneficially Owned by fewer  than
     100   Persons   (determined  without  reference  to  any   rules   of
     attribution)  shall  be void ab initio; and the  intended  transferee
     shall  acquire no rights in such shares of Common Stock or  Preferred
     Stock.
     
               (D)   Except  as  provided in subparagraph (a)(9)  of  this
     Article NINTH, from the effective date of the Merger and prior to the
     Restriction  Termination Date, any Transfer of shares or other  event
     or  transaction  involving Capital Stock that,  if  effective,  would
     result in the Corporation being "closely held" within the meaning  of
     Section 856(h) of the Code shall be void ab initio as to the Transfer
     of  that  number of shares or other event or transaction  of  Capital
     Stock  which would cause the Corporation to be "closely held"  within
     the  meaning  of  Section  856(h)  of  the  Code;  and  the  intended
     transferee shall acquire no rights in such shares of Common Stock  or
     Preferred Stock in excess of the Ownership Limit.
     
          (3)  (A)  If, notwithstanding the other provisions contained  in
     this  Article  NINTH,  at any time after the effective  date  of  the
     Merger  and  prior to the Restriction Termination Date,  there  is  a
     purported  Transfer  or  other  event  such  that  any  Person  would
     Beneficially Own or Constructively Own Capital Stock in excess of the
     Ownership  Limit, then, except as otherwise provided in  subparagraph
     (a)(9),  each  such share of Common Stock or Preferred  Stock  which,
     when  taken together with all other Capital Stock, would be in excess
     of the Ownership Limit (rounded up to the nearest whole share), shall
     automatically be converted into one share of Excess Stock, as further
     described  in subparagraph (a)(3)(C) below and such shares of  Excess
     Stock  shall be automatically transferred to the Trustee  as  trustee
     for  the  Trust.   The Corporation shall issue fractional  shares  of
     Excess  Stock if required by such conversion ratio.  Such  conversion
     shall  be  effective as of the close of business on the business  day
     prior to the date of the Transfer or other event.
     
               (B)  If, notwithstanding the other provisions contained  in
     this  Article  NINTH,  at any time after the effective  date  of  the
     Merger  and  prior to the Restriction Termination Date,  there  is  a
     purported  Transfer or other event which, if effective,  would  cause
     the  Corporation  to  become "closely held"  within  the  meaning  of
     Section  856(h)  of  the Code, then each share  of  Common  Stock  or
     Preferred Stock being Transferred or which are otherwise affected  by
     such  event  and  which,  in either case,  would  cause,  when  taken
     together with all other Capital Stock, the Corporation to be "closely
     held" within the meaning of Section 856(h) of the Code (rounded up to
     the  nearest whole share) shall automatically be converted  into  one
     share of Excess Stock, as further described in subparagraph (a)(3)(C)
     of  this  Article  NINTH, and such shares of Excess  Stock  shall  be
     automatically transferred to Trustee as trustee for the  Trust.   The
     Corporation shall issue fractional shares of Excess Stock if required
     by  such conversion ratio.  Such conversion shall be effective as  of
     the  close of business on the business day prior to the date  of  the
     Transfer or other event.
     
               (C)   Upon  conversion of Common Stock or  Preferred  Stock
     into  Excess  Stock  pursuant  to this subparagraph  (a)(3)  of  this
     Article  NINTH,  Common Stock shall be converted into  Excess  Common
     Stock  and  Preferred Stock shall be converted into Excess  Preferred
     Stock.
     
          (4)   If  the Board of Directors or its designees shall  at  any
     time determine in good faith that a Transfer or other event has taken
     place  in  violation of subparagraph (a)(2) of this Article NINTH  or
     that  a  Person  intends  to  acquire or  has  attempted  to  acquire
     Beneficial  Ownership  or Constructive Ownership  of  any  shares  of
     Capital  Stock  in violation of subparagraph (a)(2) of  this  Article
     NINTH,   the Board of Directors or its designees may take such action
     as  it  or  they  deem advisable to refuse to give effect  to  or  to
     prevent such Transfer or other event, including, but not limited  to,
     refusing to give effect to such Transfer or other event on the  books
     of the Corporation or instituting proceedings to enjoin such Transfer
     or  other event or transaction; provided, however, that any Transfers
     or  attempted  Transfers  (or, in the case of  events  other  than  a
     Transfer,   Beneficial  Ownership  or  Constructive   Ownership)   in
     violation  of  subparagraphs (a)(2)(A), (B),  (C)  and  (D)  of  this
     Article  NINTH shall be void ab initio and any Transfers or attempted
     Transfers  (or,  in  the  case  of  events  other  than  a  Transfer,
     Beneficial  Ownership  or  Constructive Ownership)  in  violation  of
     subparagraphs (a)(2)(A), (B), and (D) shall automatically  result  in
     the  conversion described in subparagraph (a)(3), irrespective of any
     action (or non-action) by the Board of Directors or its designees.
     
          (5)   Any  Person who acquires or attempts to acquire shares  of
     Capital  Stock  in violation of subparagraph (a)(2) of  this  Article
     NINTH,  or  any  Person who is a transferee such  that  Excess  Stock
     results  under  subparagraph  (a)(3) of  this  Article  NINTH,  shall
     immediately give written notice to the Corporation of such event  and
     shall  provide  to  the  Corporation such other  information  as  the
     Corporation may request in order to determine the effect, if any,  of
     such   Transfer  or  attempted  Transfer  or  other  event   on   the
     Corporation's status as a REIT.
     
          (6)   From  the  effective date of the Merger and prior  to  the
     Restriction Termination Date:
     
               (A)   Every Beneficial Owner or Constructive Owner of  more
     than   5%,  or  such  lower  percentages  as  required  pursuant   to
     regulations under the Code, of the outstanding Capital Stock  of  the
     Corporation  shall,  before January 30 of  each  year,  give  written
     notice  to  the  Corporation stating the name  and  address  of  such
     Beneficial  Owner  or  Constructive  Owner,  the  general   ownership
     structure of such Beneficial Owner or Constructive Owner, the  number
     of  shares  of  each  class of Capital Stock  Beneficially  Owned  or
     Constructively Owned, and a description of how such shares are held.
     
               (B)   Each Person who is a Beneficial Owner or Constructive
     Owner of Capital Stock and each Person (including the stockholder  of
     record)  who  is  holding Capital Stock for  a  Beneficial  Owner  or
     Constructive  Owner shall provide on demand to the  Corporation  such
     information as the Corporation may request from time to time in order
     to  determine  the  Corporation's status as  a  REIT  and  to  ensure
     compliance with the Ownership Limit.
     
          (7)   Subject  to  subparagraph (a)(12) of this  Article  NINTH,
     nothing contained in this Article NINTH shall limit the authority  of
     the  Board  of  Directors  to take such  other  action  as  it  deems
     necessary  or advisable to protect the Corporation and the  interests
     of  its  stockholders by preservation of the Corporation's status  as
     REIT and to ensure compliance with the Ownership Limit.
     
          (8)   In  the case of an ambiguity in the application of any  of
     the  provisions of subparagraph (a) of this Article NINTH,  including
     any  definition  contained  in  subparagraph  (a)(1),  the  Board  of
     Directors  shall have the power to determine the application  of  the
     provisions  of  this subparagraph (a) with respect to  any  situation
     based on the facts known to it.
     
          (9)   The  Board of Directors upon receipt of a ruling from  the
     Internal Revenue Service or an opinion of tax counsel in each case to
     the   effect   that  the  restrictions  contained  in   subparagraphs
     (a)(2)(A),  (B),  (C)  and  (D) of this Article  NINTH  will  not  be
     violated, may exempt a Person from the Ownership Limit:
     
               (A)   (i)  if such Person is not an individual for purposes
     of  Section  542(a)(2)  of the Code, or (ii) if  such  Person  is  an
     underwriter  which participates in a public offering of Common  Stock
     or  Preferred Stock for a period of 90 days following the purchase by
     such underwriter of the Common Stock or Preferred Stock, or (iii)  in
     such other circumstances which the Board of Directors determines  are
     appropriately excepted from the Ownership Limit, and
     
               (B)   the  Board  of Directors obtains such representations
     and  undertakings  from  such Person as are reasonably  necessary  to
     ascertain  that no individual's Beneficial Ownership and Constructive
     Ownership  of  Capital  Stock will violate the  Ownership  Limit  and
     agrees that any violation or attempted violation will result in  such
     Common Stock or Preferred Stock being converted into shares of Excess
     Stock in accordance with subparagraph (a)(3) of this Article NINTH.
     
          (10)   From  the  effective date of the  Merger  and  until  the
     Restriction Terminate Date, each certificate for the respective class
     of Capital Stock shall bear the following legend:
     
          The  shares of Capital Stock represented by this certificate are
          subject  to  restrictions on transfer for  the  purpose  of  the
          Corporation's  maintenance  of  its  status  as  a  real  estate
          investment  trust under the Internal Revenue Code  of  1986,  as
          amended   from   time  to  time  (the  "Code").   Transfers   in
          contravention  of  such restrictions shall be  void  ab  initio.
          Unless excepted by the Board of Directors of the Corporation, no
          Person may (1) Beneficially Own or Constructively Own shares  of
          Capital  Stock in excess of 6% (other than members of the  Simon
          Family Group, whose relevant percentage is 24%) of the value  of
          any  class  of outstanding Capital Stock of the Corporation,  or
          any   combination  thereof,  determined  as  provided   in   the
          Corporation's Charter, as the same may be amended from  time  to
          time   (the  "Charter"),  and  computed  with  regard   to   all
          outstanding shares of Capital Stock and, to the extent  provided
          by the Code, all shares of Capital Stock issuable under existing
          Options and Exchange Rights that have not been exercised; or (2)
          Beneficially  Own  Capital  Stock  which  would  result  in  the
          Corporation  being "closely held" under Section  856(h)  of  the
          Code.  Unless so excepted, any acquisition of Capital Stock  and
          continued   holding  of  ownership  constitutes   a   continuous
          representation of compliance with the above limitations, and any
          Person  who  attempts to Beneficially Own or Constructively  Own
          shares  of Capital Stock in excess of the above limitations  has
          an  affirmative obligation to notify the Corporation immediately
          upon  such  attempt.   If  the  restrictions  on  transfer   are
          violated, the transfer will be void ab initio and the shares  of
          Capital Stock represented hereby will be automatically converted
          into  shares  of  Excess Stock and will be  transferred  to  the
          Trustee  to  be  held in trust for the benefit of  one  or  more
          Qualified Charitable Organizations, whereupon such Person  shall
          forfeit  all  rights  and interests in such  Excess  Stock.   In
          addition, certain Beneficial Owners or Constructive Owners  must
          give  written notice as to certain information on demand and  on
          an  annual basis.  All capitalized terms in this legend have the
          meanings  defined  in  the Charter.  The Corporation  will  mail
          without  charge  to any requesting stockholder  a  copy  of  the
          Charter, including the express terms of each class and series of
          the  authorized  capital stock of the Corporation,  within  five
          days after receipt of a written request therefor.
          
          (11)   If any provision of this Article NINTH or any application
     of  any such provision is determined to be invalid by any federal  or
     state court having jurisdiction over the issues, the validity of  the
     remaining provisions shall not be affected, and other applications of
     such  provision  shall be affected only to the  extent  necessary  to
     comply with the determination of such court.
     
          (12)    Nothing  in  this  Article  NINTH  shall  preclude   the
     settlement of any transaction entered into through the facilities  of
     the New York Stock Exchange.
     
          (b)  (1)  Upon any purported Transfer or other event that results  in
Excess Stock pursuant to subparagraph (a)(3) of this Article NINTH, such Excess
Stock shall be deemed to have been transferred to the Trustee as trustee of the
Trust   for  the  exclusive  benefit  of  one  or  more  Qualifying  Charitable
Organizations  as  are designated from time to time by the Board  of  Directors
with  respect to such Excess Stock.  Shares of Excess Stock held in trust shall
be  issued  and  outstanding stock of the Corporation.   The  Purported  Record
Transferee  or Purported Record Holder and the Purported Beneficial  Transferee
or  Purported  Beneficial Holder shall have no rights  in  such  Excess  Stock,
except such rights to certain proceeds upon Transfer of shares of Excess  Stock
or upon any voluntary or involuntary liquidation, dissolution or winding up of,
or  any  distribution of the assets of, the Corporation as  are  expressly  set
forth herein.

          (2)   Excess Stock shall be entitled to dividends in  an  amount
     equal  to  any dividends which are declared and paid with respect  to
     shares  of Common Stock or Preferred Stock from which such shares  of
     Excess Stock were converted.  Any dividend or distribution paid prior
     to  discovery  by  the Corporation that shares  of  Common  Stock  or
     Preferred Stock have been converted into Excess Stock shall be repaid
     to  the  Corporation upon demand for delivery to  the  Trustee.   The
     recipient  of such dividend shall be personally liable to  the  Trust
     for  such dividend.  Any dividend or distribution declared but unpaid
     shall  be rescinded as void ab initio with respect to such shares  of
     Common Stock or Preferred Stock and shall automatically be deemed  to
     have  been  declared and paid with respect to the  shares  of  Excess
     Stock into which such shares of Common Stock or Preferred Stock shall
     have been converted.
     
          (3)   In  the event of any voluntary or involuntary liquidation,
     dissolution or winding up of, or any distribution of the  assets  of,
     the  Corporation,  (i)  subject to the  preferential  rights  of  the
     Preferred  Stock,  if  any,  as may be determined  by  the  Board  of
     Directors and the preferential rights of the Excess Preferred  Stock,
     if  any,  each  holder  of shares of Excess  Common  Stock  shall  be
     entitled  to receive, ratably with each other holder of Common  Stock
     and Excess Common Stock that portion of the assets of the Corporation
     available  for distribution to the holders of Common Stock or  Excess
     Common Stock as the number of shares of the Excess Common Stock  held
     by  such  holder bears to the total number of shares of Common  Stock
     and  the number of shares of Excess Common Stock then outstanding and
     (ii)  each  holder  of  shares of Excess  Preferred  Stock  shall  be
     entitled  to  receive that portion of the assets of  the  Corporation
     which  a  holder of the shares of Preferred Stock that were converted
     into  such shares of Excess Preferred Stock would have been  entitled
     to  receive  had such shares of Preferred Stock remained outstanding.
     Notwithstanding the foregoing, distributions shall  not  be  made  to
     holders  of  Excess  Stock except in accordance  with  the  following
     sentence.  The Corporation shall distribute to the Trustee, as holder
     of the Excess Stock in trust, on behalf of the Beneficiaries any such
     assets  received  in respect of the Excess Stock in any  liquidation,
     dissolution  or winding up of, or any distribution of the  assets  of
     the  Corporation.  Following any such distribution, the Trustee shall
     distribute  such proceeds between the Purported Record Transferee  or
     Purported Record Holder, as appropriate, and the Qualified Charitable
     Organizations  which are Beneficiaries in accordance  with  procedure
     for  distribution of proceeds upon Transfer of Excess Stock set forth
     in subparagraph (b)(5) of this Article NINTH; provided, however, that
     with  respect  to  any Excess Stock as to which no Beneficiary  shall
     have been determined within 10 days following the date upon which the
     Corporation  is  prepared to distribute assets ("Undesignated  Excess
     Stock"),  any assets that would have been distributed on  account  of
     such  Undesignated  Excess  Stock had a Beneficiary  been  determined
     shall  be  distributed  to  the  holders  of  Common  Stock  and  the
     Beneficiaries  of  the  Trust designated with respect  to  shares  of
     Excess  Common  Stock, or to the holders of Preferred Stock  and  the
     Beneficiaries  of  the  Trust designated with respect  to  shares  of
     Excess  Preferred Stock as determined in the sole discretion  of  the
     Board of Directors.
     
          (4)  Excess Stock shall be entitled to such voting rights as are
     ascribed to shares of Common Stock or Preferred Stock from which such
     shares  of  Excess Stock were converted.  Any voting rights exercised
     prior to discovery by the Corporation that shares of Common Stock  or
     Preferred  Stock  have  been converted into  Excess  Stock  shall  be
     rescinded and recast as determined by the Trustee.
     
          (5)   (A)   Following  the expiration of the ninety  day  period
     referred  to  in  subparagraph (b)(6) of this Article  NINTH,  Excess
     Stock  shall  be  transferable by the Trustee  to  any  Person  whose
     Beneficial  Ownership or Constructive Ownership of shares of  Capital
     Stock  outstanding, after giving effect to such Transfer,  would  not
     result  in  the  shares of Excess Stock proposed  to  be  transferred
     constituting Excess Stock in the hands of the proposed transferee.  A
     Purported Record Transferee or, in the case of Excess Stock resulting
     from  any event other than a purported Transfer, the Purported Record
     Holder  shall have no rights whatsoever in such Excess Stock,  except
     that such Purported Record Transferee or, in the case of Excess Stock
     resulting  from  any  event  other than  a  purported  Transfer,  the
     Purported Record Holder, upon completion of such Transfer,  shall  be
     entitled  to receive the lesser of a price per share for such  Excess
     Stock  not  in  excess  (based  on the information  provided  to  the
     Corporation  in  the  notice  given  pursuant  to  this  subparagraph
     (b)(5)(A))  of  (x)  the  price per share such  Purported  Beneficial
     Transferee  paid  for  the Common Stock or  Preferred  Stock  in  the
     purported Transfer that resulted in the Excess Stock, or (y)  if  the
     Purported Beneficial Transferee did not give value for such shares of
     Excess  Stock (through a gift, devise or other transaction), a  price
     per  share  of Excess Stock equal to the Market Price of  the  Common
     Stock  or Preferred Stock on the date of the purported Transfer  that
     resulted in the Excess Stock.  Upon such transfer of any interest  in
     Excess  Stock held by the Trust, the corresponding shares  of  Excess
     Stock  in the Trust shall be automatically converted into such number
     of  shares of Common Stock or Preferred Stock (of the same  class  as
     the shares that were converted into such Excess Stock) as is equal to
     the number of shares of Excess Stock, and such shares of Common Stock
     or  Preferred  Stock  (of  the same class as  the  shares  that  were
     converted into such Excess Stock) as is equal to the number of shares
     of  Excess Stock, and such shares of Common Stock or Preferred  Stock
     shall  be  transferred of record to the proposed  transferee  of  the
     Excess  Stock.   If, notwithstanding the provisions of  this  Article
     NINTH,  under any circumstances, a Purported Transferee  receives  an
     amount for shares of Excess Stock that exceeds the amount provided by
     the  formula set forth above, the Purported Transferee must  pay  the
     excess to the Trust.  Prior to any transfer resulting in Common Stock
     or  Preferred Stock being converted into Excess Stock, the  Purported
     Record  Transferee and Purported Beneficial Transferee,  jointly,  or
     Purported  Record  Holder and Purported Beneficial  Holder,  jointly,
     must  give  written notice to the Corporation of the  date  and  sale
     price of the purported Transfer that resulted in Excess Stock or  the
     Market  Price on the date of the other event that resulted in  Excess
     Stock.   Prior to a Transfer by the Trustee of any shares  of  Excess
     Stock,  the  intended  transferee must give  advance  notice  to  the
     Corporation  of the information (after giving effect to the  intended
     Transfer)  required  under subparagraph (a)(6), and  the  Corporation
     must  have  waived  in  writing its purchase rights,  if  any,  under
     subparagraph  (b)(6) of this Article NINTH.  The Board  of  Directors
     may  waive  the  notice  requirements of this  subparagraph  in  such
     circumstances as it deems appropriate.
     
               (B)   Notwithstanding the foregoing, if the  provisions  of
     paragraph (b)(5) of this Article NINTH are determined to be  void  or
     invalid  by virtue of any legal decision, statue, rule or regulation,
     then  the  Purported  Beneficial Transferee or  Purported  Beneficial
     Holder of any shares of Excess Stock may be deemed, at the option  of
     the Corporation, to have acted as an agent on behalf of the Trust, in
     acquiring  or  holding such shares of Excess Stock and to  hold  such
     shares of Excess Stock in trust on behalf of the Trust.
     
          (6)  Shares of Excess Stock shall be deemed to have been offered
     for sale by the Trust to the Corporation, or its designee, at a price
     per share of Excess Stock equal to the lesser of:
     
               (A)   (i)   in  the case of Excess Stock resulting  from  a
     purported  Transfer, (x) the price per share of the Common  Stock  or
     Preferred  Stock  in the transaction that created such  Excess  Stock
     (or,  in  the case of devise or gift, the Market Price of the  Common
     Stock or Preferred Stock at the time of such devise or gift), or  (y)
     in  the  absence of a notice from the Purported Record Transferee  or
     Purported  Record Holder and Purported Beneficial Transferee  to  the
     Corporation within ten days after request therefor, such price as may
     be determined by the Board of Directors in its sole discretion, which
     price  per share of Excess Stock shall be equal to the lowest  Market
     Price  of  Common  Stock  or Preferred Stock (whichever  resulted  in
     Excess  Stock) at any time prior to the date the Corporation, or  its
     designee, accepts such offer; or
     
                     (ii)   in the case of Excess Stock resulting from  an
     event  other than a Purported Transfer, (x) the Market Price  of  the
     Common Stock or Preferred Stock on the date of such event, or (y)  in
     the  absence  of  a  notice  from the  Purported  Record  Holder  and
     Purported Beneficial Holder to the Corporation within ten days  after
     request  therefor, such price as may be determined, by the  Board  of
     Directors  in  its sole discretion, which price shall be  the  lowest
     Market Price for shares of Common Stock or Preferred Stock (whichever
     resulted  in  Excess Stock) at any time from the date  of  the  event
     resulting  in Excess Stock and prior to the date the Corporation,  or
     its designee, accepts such offer, and
     
               (B)   the  Market  Price of the Common Stock  or  Preferred
     Stock  on  the  date the Corporation, or its designee,  accepts  such
     offer.  The Corporation shall have the right to accept such offer for
     a  period  of  ninety days after the later of (i)  the  date  of  the
     Transfer  which resulted in such shares of Excess Stock and (ii)  the
     date  the Board of Directors determines in good faith that a Transfer
     or  other event resulting in shares of Excess Stock has occurred,  if
     the  Corporation does not receive a notice of such Transfer or  other
     event pursuant to subparagraph (a)(5) of this Article NINTH.
     
     TENTH:   Whenever  the Corporation shall have the obligation  to  purchase
Units  and  shall  have  the  right to choose to  satisfy  such  obligation  by
purchasing  such Units either with cash or with Common Stock, the determination
whether  to utilize cash or Common Stock to effect such purchase shall be  made
by majority vote of the Independent Directors.

     ELEVENTH:   The  duration  of the Corporation  shall  be  perpetual.   The
Corporation  shall be subject to termination at any time by  the  vote  of  the
holders of a majority of the outstanding shares of Common Stock, Class B Common
Stock,  Class  C  Common Stock, and Series A Preferred Stock entitled  to  vote
thereon.

     TWELFTH:  In the event any term, provision, sentence or paragraph  of  the
Charter of the Corporation is declared by a court of competent jurisdiction  to
be  invalid or unenforceable, such term, provision, sentence or paragraph shall
be  deemed  severed from the remainder of the Charter, and the balance  of  the
Charter  shall remain in effect and be enforced to the fullest extent permitted
by  law  and  shall  be construed to preserve the intent and  purposes  of  the
Charter.  Any such invalidity or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such term, provision, sentence or  paragraph
of the Charter in any other jurisdiction.

     IN  WITNESS  WHEREOF,  I  have  signed these  Articles  of  Incorporation,
acknowledging the same to be my act, on September 14, 1993.

Witness:

/s/ Elizabeth                   /s/ James J. Winn, Jr.
Monetti                         
Elizabeth Monetti               James J. Winn, Jr.
     SECOND:   (a)  As of immediately before the amendment the total number  of

shares of stock of all classes which the Corporation has authority to issue  is

412,000,000  shares, of which shares 246,000,000 are Common  Stock,  12,000,000

are  Class  B  Common  Stock,  4,000,000 are  Series  A  Preferred  Stock,  and

150,000,000 are Excess Stock.

                (b)   As  amended the total number of shares of  stock  of  all

classes which the Corporation has authority to issue is 650,000,000 shares,  of

which  383,996,000  shares  are  Common Stock (par  value  $.0001  per  share),

12,000,000 shares are Class B Common Stock (par value $.0001 per share),  4,000

shares  are Class C Common Stock (par value $.0001 per share), 4,000,000 shares

are  Series  A  Preferred Stock (par value $.0001 per share),  and  250,000,000

shares are Excess Stock (par value $.0001 per share).

               (c)  The aggregate par value of all shares having a par value is

$41,200.00 before the amendment and $65,000.00 as amended.

                (d)   The  shares of stock of the Corporation are divided  into

classes,  and the amendment contains a description, as amended, of each  class,

including  the  preferences,  conversion  and  other  rights,  voting   powers,

restrictions,  limitations  as  to dividends,  qualifications,  and  terms  and

conditions of redemption.

     THIRD:  The foregoing amendment to the Charter of the Corporation has been

approved  by  a majority of the entire Board of Directors and by the  requisite

number of shares entitled to vote on the matter.

     IN  WITNESS WHEREOF, SIMON PROPERTY GROUP, INC. has caused these  presents

to  be  signed in its name and on its behalf by its President and witnessed  by

its Secretary on August 7, 1996.



                                
WITNESS:                        SIMON PROPERTY GROUP, INC.
                                
                                
                                
  /s/ James M. Barkley          By  /s/ David Simon
James M. Barkley, Secretary       David Simon, President




      THE UNDERSIGNED, President of SIMON PROPERTY GROUP, INC., who executed on
behalf  of  the Corporation the foregoing Articles of Amendment and Restatement
of  which this certificate is made a part, hereby acknowledges in the name  and
on  behalf  of  said  Corporation  the  foregoing  Articles  of  Amendment  and
Restatement  to  be the corporate act of said Corporation and hereby  certifies
that  to  the  best of his knowledge, information, and belief the  matters  and
facts  set forth therein with respect to the authorization and approval thereof
are true in all material respects under the penalties of perjury.


                                 
                                 
                                 By  /s/ David Simon
                                   David Simon
                                   President



===============================================================================
EXHIBIT 3.3
===========
                          SIMON DeBARTOLO GROUP, INC.
                            ARTICLES SUPPLEMENTARY


     SIMON DeBARTOLO GROUP, INC., a Maryland corporation having its principal
office in Baltimore City, Maryland (the corporation) hereby certifies to the
Maryland State Department of Assessment and Taxation that:

     FIRST: Pursuant to authority expressly vested in the Board of Directors of
the Corporation by Article Sixth of the Charter of the Corporation, the Board
of Directors has duly reclassified 9,200,000 shares of the Common Stock (par
value S.0001 per share) (.Common Stock.) of the Corporation into 9,200,000
shares of a class designated as 8-3/4% Series P Cumulative Redeemable Preferred
Stock (par value $.0001 per share) of the Corporation (.Series B Preferred
Stock.) and has provided for the issuance of such shares.

     SECOND: The reclassification increases the number of shares classified as
Series B Preferred Stock from no shares immediately prior to the
reclassification to 9,200,000 shares immediately after the reclassification.
The reclassification decreases the number of shares classified as common Stock
from 383,996,000 shares immediately prior to the reclassification to
374,796,000 shares immediately after the reclassification.

     THIRD: The following is a description of the Series B Preferred Stock of
the Corporation. The paragraphing cross references in the description of the
Series B Preferred Stock of the Corporation is consistent with it becoming
paragraph (c-3) of Article SIXTH of the Charter of the Corporation.

     (c-3) Subject in all cases to the provisions of Article NINTH of the
Charter of the Corporation with respect to Excess Stock, the following i~ a
description of the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of Series B Preferred Stock of the Corporation:

     (1) The designation of 8-3/4S Series B Preferred Stock described in
Article FIRST of the related Articles Supplementary shall be   Series B
Cumulative Redeemable Preferred Stock (par value S.0001 per share).. The number
of shares of Series B Preferred Stock to be authorized shall be 9,200,000.

     (2) All shares of Series B Preferred Stock redeemed, purchased, exchanged,
unissued or otherwise acquired by the Corporation 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 B Preferred Stock.

     (3)  The Series B Preferred Stock Shall, with respect to dividend rights,
rights upon liquidation, winding up orissolution, and redemption rights, rank
(A) junior to any other class or
series of preferred stock hereafter duly established by  the Board of Director
of the Corporation, the terms of which shall specifically provide that such
series shall rank prior to the Series B Preferred Stock as to the payment of
dividends, distribution of assets upon liquidation and redemption rights (the
Senior Preferred Stock), (B) pariuassu with the Series A Preferred Stock of the
Corporation, par value $.0001 per share, and any other class or eerie. of
preferred stock
hereafter duly established by the Board of Director" of the Corporation, the
terms of which shall
specifically provide that such class or series shall rank paripassu with the
Series Preferred Stock as to the payment of dividends, distribution of assets
upon liquidation and redemption rights (the
Parity Preferred Stock) and (C) prior to any other class or series of preferred
stock or other class
or series of capital stock of or other equity interests in the Corporation,
including, without limitation, all classes of the common stock of the
Corporation, whether now - or hereafter created (all of "such classes or series
of capital stock and other equity interests of the Company,
including, without limitation, the Common Stock, the Class B Common Stock,
$.OOO1 par value, of the Corporation (the ''Class B Common Stock), the Class C
Common
Stock, $.0001 par value, of the Corporation (the "Class C Common Stock") are
collectively
referred to herein as the ("Junior Stock").

(4) (A)  Subject to the rights of series of Preferred Stock which may from time
to time come into existence, holders of the then outstanding Series B Preferred
Stock shall be entitled to receive, when and as declared by the Board of
Directors, out of funds legally available for the payment of dividends,
cumulative preferential cash dividends at the rate of 52.1875 per annum per
share. Such dividends shall accrue      and be cumulative from the date of
original issue and shall be payable in equal amounts quarterly in arrears on
the last day of March, June, September and December or, if not a business day,
the next succeeding business day (each, a Distribution Payment DateOs).  The
first dividend, which will be paid on December 31, 1996, will be for more than
a full quarter. Such first dividend and any dividend distribution payable on
Series Preferred Stock for any partial distribution period will be computed on
the basis of a 360-day year consisting of twelve 30-day months.  Distributions
will be payable to holders of record as they appear in the share records of the
Corporation at the close of business on the applicable record date, which shall
be on the first day of the calendar month in which the applicable Distribution
Payment Date falls on or on such other date designated by the Board of
Directors of the Corporation for the payment of distributions that is not more
than 30 nor less than 10 days prior to such Distribution Payment Date (each, a
Distribution Record Date").

     (B) Dividends on Series B Preferred Stock will accrue and be cumulative
whether or not the Corporation has earnings, whether or not there are funds
legally available for the payment of such distributions and whether or not such
distributions are earned, declared or authorized. No interest, or sum of money
in lieu of interest, shall be payable in respect of any distribution payment or
payments on Series B Preferred Stock which may be in arrears. Dividends paid on
the Series B Preferred Stock ~n an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro
rata on a per share basis among all such shares at the time outstanding.

     (C) If, for any taxable year, the Corporation elects to designate as
capital gain distributions (as defined in Section a57 of the Internal Revenue
Code of 1986, as amended, or any successor revenue code or section (the OCode")
any portion (the Capital Gains Amount) of the total distributions (as
determined for federal income tax purposes) paid or made available for the year
to holders of all classes of capital stock (the Total Distributions), then the
portion of the Capital Gains Amount that shall be allocable to holders of
Series B Preferred Stock shall be in the same percentage that the total
distributions paid or made available to the holders of Series B Preferred Stock
for the year bears to the Total Distributions.

     (D) If any shares of Series B Preferred Stock are outstanding, no
distributions shall be declared or paid or set apart for payment on any shares
of any other series of Preferred Stock of the Corporation ranking, as to
distributions, on a parity with or junior to Series B Preferred Stock for any
period unless full cumulative distribution-s have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof set
apart for such payments on shares of Series B Preferred Stock for all past
distribution periods and the then current distribution period. When
distributions are not paid in full (or a sum sufficient for such full payment
is not set apart) upon the shares of Series B Preferred Stock and the shares of
any other series of Preferred Stock ranking on parity as to distributions with
shares of Series B Preferred Stock, all distributions declared upon shares of
Series B Preferred Stock and any other series of Preferred Stock ranking on a
parity as to distributions with Series B Preferred Stock shall be declared pro
rata so that the amount of distributions declared per share on Series B
Preferred Stock and such other series of Preferred Stock shall in all cases
bear to each other the same ratio that accrued distributions per share on
Series B Preferred Stock and such other series of Preferred Stock bear to each
other.

     (E) Except as provided in subparagraph (c3)(4)(D) of Article SIXTH, unless
full cumulative distributions on shares of Series B Preferred Stock have been
or contemporaneously are declared and paid or declared and a sum sufficient for
the payment thereof set apart for payment for all past distribution periods and
the then current distribution period, no distributions (other than in shares of
Common Stock or other capital stock ranking junior to Series B Preferred Stock
as to distributions and upon liquidation) shall be declared or paid aside for
payment or other distribution shall be declared or made upon the shares of
Common Stock or any other capital stock of the Corporation ranking junior to or
on a parity with Series B Preferred Stock as to distributions or upon
liquidation, nor shall any shares of Common Stock or any other capital stock of
the Corporation ranking junior to or on a parity with Series B Preferred Stock
as to distributions or upon liquidation be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be paid to or made available for
a sinking fund for the redemption of any such capital stock) by the Corporation
(except by conversion into or exchange for other capital stock of the
Corporation ranking junior to Series B Preferred Stock as to distributions and
amounts upon liquidation).

     (f)  Any distribution payment made on shares of Series B Preferred Stock
shall first be credited against the earliest accrued but unpaid distribution
due with respect to shares of Series B Preferred Stock which remain payable.


     (G) No distributions on the Series B Preferred    Stock shall be
authorized by the Board of Directors of the Corporation or be paid or set apart
for payment by the Corporation at such time a" the terms and provisions of any
agreement of the Corporation, including any agreement relating to its
indebtedness, prohibits such authorization, payment or setting apart for
payment or provides that such authorization, payment or setting apart for
payment would constitute a breach thereof or a default thereunder if such
authorization or payment shall be restricted or prohibited by law.

     (H) Except as provided in this subparagraph (c -3)(4), the Series B
Preferred Stock shall not be entitled to participate in the earnings or assets
of the Corporation.

     (5) (A) Subject to the rights of series of Preferred Stock which may from
time to time come into existence, upon any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation, then,
before any distribution or payment shall be made to the holders of any Junior
Stock, the borders of shares of Series B Preferred Stock shall be entitled to
receive out of assets of the Corporation legally available for distribution to
stockholders, liquidation distributions in the amount of the liquidation
preference of $25.00 per share in cash or property having a fair market value
as determined by the Board of      Directors valued at $25.00 per share, plus
an amount equal to all distributions accrued and unpaid at the date of such
liquidation, dissolution or winding up. After payment of the full amount of the
liquidating distributions to which they are entitled, the holders of shares of
Series B Preferred Stock will have no right or claim to any of the remaining
assets of the Corporation. In the event that, upon any such voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, the available assets of the Corporation are insufficient to pay
the amount of the liquidation distributions on all outstanding shares of Series
B Preferred Stock and the corresponding amounts payable on all shares of Parity
Preferred Stock, then the holders of shares of Series B Preferred Stock and
Parity Preferred Stock shall share ratably in any such distribution of assets
in proportion to the full liquidating distributions to which they would
otherwise be respectively entitled.

     5) A consolidation or merger of the Corporation with or into any other
entity or entities, or a sale, lease, transfer, conveyance or disposition of
all or substantially all of the assets of the Corporation or a statutory share
exchange in which stockholders of the Corporation may participate, shall not be
deemed to be a liquidation, dissolution or winging up of the affairs of the
Corporation within the meaning of this subparagraph (c3)(5) of Article SIXTH.

     (6) (A) Shares of Series B Preferred Stock are not redeemable prior to
September 29, 2006. On and after September 29, 2006, the Corporation at its
option upon not less than 30 nor more than 60 days' written notice, may redeem
outstanding shares of Series B Preferred Stock, in whole or in part, at any
time or from time to time, for cash at a redemption price of 525.00 per share,
plus an amount equal to all distributions accrued and unpaid thereon to the
date fixed for redemption, without interest to the extent the Corporation will
have funds legally available therefor. The redemption price of shares of Series
B Preferred Stock (other than the portion hereof consisting of accrued and
unpaid distributions) is payable solely out of proceeds from the sale of other
capital stock of the Corporation, which may include Common Stock, Preferred
Stock, depository shares, interests, participationOs or other ownership
interests in the Corporation however designated, and any rights (other than
debt securities converted into or exchangeable for capital stock), warrants or
options to purchase any thereof, and not from any other source. Holders of
shares of Series 8 Preferred Stock to be redeemed shall surrender such shares
of Series B Preferred Stock at the place designated in such notice and shall be
entitled to the redemption price and any accrued and unpaid distributions -
payable upon such redemption following such surrender. If fewer than all of the
outstanding shares of Series B Preferred Stock are to be redeemed, the number
of shares to be redeemed will be determined by the Corporation and such shares
may be redeemed pro rata from the holder of record of such shares in proportion
to the number of such shares held by such holders (with adjustments to avoid
redemption of fractional shares or by lot in a manner determined by the
Corporation.

(B) Unless cumulative distributions on all shares of Series B Preferred Stock
and Parity Stock shall have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof for payment for all past
distribution periods and the current distribution period, no shares of Series B
Preferred Stock or Parity Stock shall be redeemed unless all outstanding shares
of Series B Preferred Stock and Parity Preferred Stock are simultaneously
redeemed; the foregoing shall not prevent the purchase or acquisition of shares
of Series B Preferred Stock or Parity Stock pursuant to a purchase or exchange
offer made on the same terms to holders of all outstanding shares of Series B
Preferred Stock or Parity Preferred Stock, a~ the case may be. Furthermore,
unless full cumulative distributions on all outstanding shares of Series B
Preferred Stock and Parity Preferred Stock have been or contemporaneously are
declared and paid or declared and a sum sufficient for .the payment thereof set
apart for payment for all past distribution periods and the then current
distribution period, the Corporation shall not purchase or otherwise acquire
directly or indirectly any shares of Series B Preferred Stock or Parity
Preferred Stock (except by conversion into or exchange for shares of capital
stock of the Corporation ranking junior to Series B Preferred Stock and Parity
Preferred Stock as to distributions and upon liquidation).

     (C) Notice of redemption will be given by publication in a newspaper of
general circulation in the City of New York, such publication to be made once a
week for two successive weeks commencing not less than 30 nor more than 60 days
prior to the redemption date. A similar notice will be mailed, postage prepaid,
at least 30 days but not more than 90 days before the redemption date, to each
holder of record of shares of Series B Preferred Stock at the address shown on
the share transfer books of the Corporation. Each notice shall state: (i) the
redemption date; (ii) the number of shares of Series B Preferred Stock to be
redeemed; (iii) the redemption price per share; (iv) the place or places where
certificates for shares of Series B Preferred Stock are to be surrendered for
payment of the redemption price; and (v) that distributions on shares of Series
B Preferred Stock will cease to accrue on such redemption date. No failure to
give such notice or any defect thereto or in the mailing thereof shall affect
the validity of the proceeding for the redemption of any Series B Preferred
Stock except as to the holder to whom notice was defective or not given. If
fewer than all shares of Series B Preferred Stock are to be redeemed, the
notice mailed to each. such holder thereof shall also specify the number of
shares of Series B Preferred Stock to be redeemed from each such holder. If
notice of redemption of any shares of series B Preferred Stock has been given
and $f the funds necessary for such redemption have been set aside by the
Corporation in trust for the benefit of the holders of shares of Series B
Preferred Stock so called for redemption, then from and after the redemption
date, distributions will cease to accrue on such shares of Series B Preferred
Stock, such shares of Series B Preferred Stock shall no longer be deemed
outstanding and all rights of the holders of such shares will terminate, except
the right to receive the redemption price.

     (D) The holders of shares of Series B Preferred Stock at the close of
business on a Distribution Record Date will be entitled to receive the
distribution payable with respect to such shares of Series B Preferred Stock on
the corresponding Distribution Payment Date notwithstanding the redemption
thereof between such Distribution Record Date and the corresponding
Distribution Payment Date or the Corporations default in the payment of the
distribution due. Except a~ provided above, the Corporation will make no
payment or allowance for unpaid distributions, whether or not in arrears, on
shares of Series B Preferred Stock which have been called for redemption.

     (E) Series B Preferred Stock have no stated maturity and will not be
subject to any sinking fund or mandatory redemption, except as provided in
Article NINTH of the Charter of the Corporation.

     (7) (A) Except as indicated in this subparagraph (c3)(7J of Article SIXTH,
except as may be required by applicable law, or, at any time Series B Preferred
Stock are listed on a securities exchange, as may be required by the rules of
such exchange, the holders of shares of Series B Preferred Stock will have no
voting rights.

     (B) If six quarterly distributions (whether or not consecutive) payable on
shares of Series B Preferred Stock are in arrears, whether or not earned or
declared, the number of directors then constituting the Board of Directors of
the Corporation will be increased by two (except as provided in the proviso to
paragraph (c) to Article SEVENTH of the Charter), and the holders of shares of
Series B Preferred Stock, voicing together as a class with the holders of
shares of any other series of Preferred Stock upon which like voting rights
have been conferred and are exercisable (any such ocher series, the "voting
Preferred Stock"), will have the right to elect two directors to serve on the
Corporation's Board of Directors at any annual meeting of stockholders or a
special meeting of the holders of Series B Preferred Stock and such other
Voting Preferred Stock called by the holders of record of ~t least 10% of any
series of Preferred Stock so in arrears      (unless such request is received
less than 90 days before the date fixed for the next annual or special meeting
of the stockholders), until all such distributions have been declared and paid
or set aside for payment. The term of office of all directors so elected will
terminate with the termination of such voting rights.

     (C) The approval of two-thirds of the outstanding Series" B Preferred
Stock voting as a single class is required in order to i) amend, alter or
repeal any provision of the relevant Articles Supplementary or Charter, whether
by merger, consolidation or otherwise (an "Event n ) SO as to materially and
adversely affect the rights, preferences, privileges or voting power of the
holders of shares of Series B Preferred Stock, provided, however, an Event will
not be deemed to materially and adversely affect such rights, preferences,
privileges ox voting powers of the Series B Preferred Stock, in each such case,
where each share of Series B Preferred Stock remains outstanding without a
material change to its terms and rights or is converted into or exchanged for
preferred stock of the conversion and other restrictions, limitations as and
terms or conditions of that of a share of authorize, reclassify, create, issued
amount of any class or surviving entity having preferences, rights, privileges,
voting powers, to distributions, qualifications redemption thereof identical to
Series B Preferred Stock, or (ii) or increase the authorized or series of stock
having rights senior to Series B Preferred Stock with respect to the payment o'
distributions or amounts upon liquidation, dissolution or winding up of the
affairs of the Corporation or to create, authorize or issue any obligation or
security convertible into or evidencing the right to purchase such shares.
However, the Corporation may create additional classes of Parity Preferred
Stock and Junior Stock, increase the authorized number of shares of Parity
Preferred Stock and Junior Stock and issue additional series of Parity
Preferred Stock and Junior Stock without the consent of any holder of Series B
Preferred Stock or Voting Preferred Stock.

     (D) Except as provided above .and as required by law, or, at any time
Series B Preferred Stock are listed on a securities exchange, as may be
required by the rules of such exchange, the holders of Series B Preferred Stock
are not entitled to vote on any merger or consolidation involving the
Corporation, on any share exchange or on a sale of all or substantially all of
the assets of the Corporation.

     (E) In any matter in which the Series B Preferred Stock are entitled to
vote (as provided in this subparagraph (c-3)(7), as may be required by law or
as required by the rules of any securities exchange on which the Series B
Preferred Stock are listed, including any action by written consent, each share
of Series B Preferred Stock shall be entitled to one vote.

      (8) The shares of Series B Preferred Stock are not convertible into or
exchangeable for any other property or securities of the Corporation, except
that each share of Series B Preferred Stock is convertible into Excess Stock as
provided in Article NINTH of the Charter of the Corporation.

     IN WITNESS WHEREOF, SIMON DeBARTOLO GROUP, INC, has caused these Articles
Supplementary to be signed in its and on its behalf by its Chief Executive
Officer and witnessed by its Secretary on September , 1996


WITNESS:                           SIMON DEBARTOLO GROUP, INC.

/s/  James M. Barkley                        By:  /s/  David Simon
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 the 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 corpora 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.



                                        /s/ David Simon
                                        David Simon
===============================================================================
EXHIBIT 10.8
============

SCHEDULE TO EXHIBIT

The following restated indemnity agreement is substantially identical in terms
to those between Simon DeBartolo Group, Inc., and each of:

1.   David Simon
2.   Herbert Simon
3.   Melvin Simon
4.   Birch Bayh
5.   William T. Dillard, II
6.   Terry S. Prindiville
7.   Randolph L. Foxworthy
8.   William J. Garvey
9.   James A. Napoli
10.  John R. Neutzling
11.  James M. Barkley
12.  Stephen E. Sterrett

Only one copy of such document is being filed in accordance with EDGAR
regulations.  The attached version was signed by J. Albert Smith.


RESTATED INDEMNITY AGREEMENT

     THIS RESTATED INDEMNITY AGREEMENT ("Agreement") dated as of August 9,
1996, by and between Simon DeBartolo Group, Inc., a Maryland corporation (the
"Corporation"), and J. Albert Smith, Jr. (the "Indemnity").

RECITALS

     WHEREAS, the Charter and Bylaws of the Corporation, as the same have been
amended and restated, provide for indemnification by the Corporation of its
directors and officers as provided therein, and the Indemnitee has agreed to
serve as a director and/or officer of the Corporation or has been serving and
continues to serve as a director and/or officer of the Corporation in part in
reliance on such provision;

     WHEREAS, to provide Indemnitee with additional contractual assurance of
protection against personal liability in connection with certain proceedings
described below, the Corporation desires to enter into this Agreement;

     WHEREAS, the Maryland General Corporation Law (the "Maryland Statute")
expressly recognizes that the indemnification provisions of the Maryland
Statute are not exclusive of any other rights to which a person seeking
indemnification may be entitled under the Charter or Bylaws of the Corporation,
a resolution of stockholders or directors, an agreement or otherwise, and this
Agreement is being entered into pursuant to and in furtherance of the Charter
and Bylaws of the Corporation, as permitted by the Maryland Statute and as
authorized by the Charter and the Board of Directors of the Corporation;

     WHEREAS, the Corporation (aka "Simon Property Group, Inc.") and the
Indemnitee are parties to a certain Indemnity Agreement dated as of December 1,
1993 ("Prior Agreement"), and in conjunction with the completion of the merger
of a subsidiary of the Corporation with and into DeBartolo Realty Corporation,
the Corporation and Indemnitee wish to restate the Prior Agreement in its
entirety;

     WHEREAS, in order to induce the Indemnitee to serve or continue to serve
as a director and/or officer of the Corporation and in consideration of the
Indemnitee's so serving, the Corporation desires to indemnify the Indemnitee
and to make arrangements pursuant to which the Indemnitee may be advanced or
reimbursed expenses incurred by Indemnitee in certain proceedings described
below, according to the terms and conditions set forth below;

     NOW, THEREFORE, in consideration of the foregoing recitals and of
Indemnitee's serving or continuing to serve the Corporation as a director
and/or officer, the parties agree to restate the Prior Agreement in its
entirety and replace it with this Agreement as follows:


1.    Indemnification.

     (a) In accordance with the provisions of subsection (b) of this Section 1,
the Corporation shall hold harmless and indemnify the Indemnitee against any
and all expenses, liabilities and losses (including, without limitation,
investigation expenses and expert witnesses' and attorneys' fees and expenses,
judgments, penalties, fines, ERISA excise taxes and amounts paid or to be paid
in settlement) actually incurred by the Indemnitee (net of any related
insurance proceeds or other amounts received by Indemnitee or paid by or on
behalf of the Corporation on the IndemnityOs behalf, in connection with any
threatened, pending or completed action, suit, arbitration or proceeding (or
any inquiry or investigation, whether brought by or in the right of the
Corporation or otherwise, that Indemnitee in good faith believes might lead to
the institution of any such action, suit, arbitration or proceeding), whether
civil, criminal, administrative or investigative, or any appeal therefrom, in
which the Indemnitee is or becomes a party or a witness or other participant,
or is threatened to be made a party or witness or other participant, (a
"Proceeding") based upon, arising from, relating to, or by reason of the fact
that Indemnitee is, was, shall be, or shall have been a director and/or officer
of the Corporation or is or was serving, shall serve, or shall have served at
the request of the Corporation as a director, officer, partner, trustee,
employee, or agent ("Affiliate Indemnitee") of another foreign or domestic
corporation or non-profit corporation, cooperative, partnership, joint venture,
trust, or other incorporated or unincorporated enterprise (each, a "Company
Affiliate").

     (b) In providing the foregoing indemnification, the Corporation shall,
with respect to a Proceeding, hold harmless and indemnify the Indemnitee to the
fullest extent required by the Maryland Statute and to the fullest extent
permitted by the Express Permitted Indemnification Provisions (as hereinafter
defined) of the Maryland Statute. For purposes of this Agreement, the Express
Permitted Indemnification Provisions of the Maryland Statute shall mean
indemnification as permitted by Section 2418(b) of the Maryland Statute or by
any amendment thereof or other statutory provisions expressly permitting such
indemnification which is adopted after the date hereof (but, in the case of any
such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than said law required or permitted
the Corporation to provide prior to such amendment).

     (c) Without limiting the generality of the foregoing, the Indemnitee shall
be entitled to the rights of indemnification provided in this Section 1 for any
expenses actually incurred in any Proceeding initiated by or in the right of
the Company unless the Indemnitee shall have been adjudged to be liable to the
Company.

     (d) If Indemnitee is entitled under this Agreement to indemnification by
the Corporation for some or a portion of the Indemnified Amounts but not,
however, for all of the total amount thereof, the Corporation shall
nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee
is entitled.

     2. Other Indemnification Arrangements. The Maryland Statute and the
Charter and Bylaws of the Corporation permit the Corporation to purchase and
maintain insurance or furnish similar protection or make other arrangements,
including, but not limited to, providing a trust fund, letter of credit, or
surety bond ("Indemnification Arrangements") on behalf of the Indemnitee
against any liability asserted against him or her or incurred by or on behalf
of him or her in such capacity as a director or officer of the Corporation or
an Affiliated Indemnitee, or arising out of his or her status as such, whether
or not the Corporation would have the power to indemnify him or her against
such liability under the provisions of this Agreement or under the Maryland
Statute, as it may then be in effect. The purchase, establishment, and
maintenance of any such Indemnification Arrangement shall not in any way limit
or affect the rights and obligations of the Corporation or of the Indemnitee
under this Agreement except as expressly provided herein, and the execution and
delivery of this Agreement by the Corporation and the Indemnitee shall not in
any way limit or affect the rights and obligations of the Corporation or the
other party or parties thereto under any such Indemnification Arrangement. All
amounts payable by the Corporation pursuant to this Section 2 and Section 1
hereof are herein referred to as "Indemnified Amounts."

3. Advance Payment of Indemnified Amounts.

     (a) The Indemnitee hereby is granted the right to receive in advance of a
final, non-appealable judgment or other final adjudication of a Proceeding (a
"Final Determination") the amount of any and all expenses, including, without
limitation, investigation expenses, expert witness' and attorney's fees and
other expenses expended or incurred by the Indemnitee in connection with any
Proceeding or otherwise expended or incurred by the Indemnitee (such amounts so
expended or incurred being referred to as "Advanced Amounts").

     (b) In making any written request for Advanced Amounts, the Indemnitee
shall submit to the Corporation a schedule setting forth in reasonable detail
the dollar amount expended or incurred and expected to be expended. Each such
listing shall be supported by the bill, agreement, or other documentation
relating thereto, each of which shall be appended to the schedule as an
exhibit. In addition, before the Indemnitee may receive Advanced Amounts from
the Corporation, the Indemnitee shall provide to the Corporation (i) a written
affirmation of the Indemnitee's good faith belief that the applicable standard
of conduct required for indemnification by the Corporation has been satisfied
by the Indemnitee, and (ii) a written undertaking by or on behalf of the
Indemnitee to repay the Advanced Amount if it shall ultimately be determined
that the Indemnitee has not satisfied any applicable standard of conduct. The
written undertaking required from the Indemnitee shall be an unlimited general
obligation of the Indemnitee but need not be secured. The Corporation shall pay
to the Indemnitee all Advanced Amounts within twenty (20) days after receipt by
the Corporation of all information and documentation required to be provided by
the Indemnitee pursuant to this paragraph.

4. Procedure for Payment of Indemnified Amounts.

     (a) To obtain indemnification under this Agreement, the Indemnitee shall
submit to the Corporation a written request for payment of the appropriate
Indemnified Amounts, including with requests documentation and information as
is reasonably available to the Indemnitee and reasonably necessary to determine
whether and to what extent the Indemnitee is entitled to indemnification. The
Secretary of the Corporation shall, promptly upon receipt of such a request for
indemnification, advise the Board of Directors in writing that the Indemnitee
has requested indemnification.

     (b) The Corporation shall pay the Indemnitee the appropriate Indemnified
Amounts unless it is established that the Indemnitee has not met any applicable
standard of conduct of the Express Permitted Indemnification Provisions. For
purposes of determining whether the Indemnitee is entitled to Indemnified
Amounts, in order to deny indemnification to the Indemnitee the Corporation has
the burden of proof in establishing that the Indemnitee did not meet the
applicable standard of conduct. In this regard, a termination of any Proceeding
by judgment, order or settlement does not create a presumption that the
Indemnitee did not meet the requisite standard of conduct; provided, however,
that the termination of any criminal proceeding by, or a pleading of nolo
contendere or its equivalent, or an entry of an order of probation prior to
judgment, creates a rebuttable presumption that the Indemnitee did not meet the
applicable standard of conduct.

     (c) Any determination that the Indemnitee has not met the applicable
standard of conduct required to qualify for indemnification shall be made (i)
either by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties of such action, suit or proceeding; or (ii) by
independent legal counsel (who may be the outside counsel regularly employed by
the Corporation); provided that the manner in which (and, if applicable, the
counsel by which) the right to indemnification is to be determined shall be
approved in advance in writing by both the highest ranking executive officer of
the Corporation who is not party to such action (sometimes hereinafter referred
to as "Senior Officer") and by the Indemnitee. In the event that such parties
are unable to agree on the manner in which any such determination is to be
made, such determination shall be made by independent legal counsel retained by
the Corporation especially for such purpose, provided that such counsel be
approved in advance in writing by both the said Senior Officer and Indemnitee
and provided further, that such counsel shall not be outside counsel regularly
employed by the Corporation. The fees and expenses of counsel in connection
with making said determination contemplated hereunder shall be paid by the
Corporation, and, if requested by such counsel, the Corporation shall give such
counsel an appropriate written agreement with respect to the payment of their
fees and expenses and such other matters as may be reasonably requested by
counsel.

     (d) The Corporation will use its best efforts to conclude as soon as
practicable any required determination pursuant to subparagraph (c) above and
promptly will advise the Indemnitee in writing with respect to any
determination that the Indemnitee is or is not entitled to indemnification,
including a description of any reason or basis for which indemnification has
been denied. Payment of any applicable Indemnified Amounts will be made to the
Indemnitee within ten (10) days after any determination of the Indemnitee's
entitlement to indemnification.

     (e) Notwithstanding the foregoing, Indemnitee may, at any time after sixty
(60) days after a claim for Indemnified Amounts has been filed with the
Corporation (or upon receipt of written notice that a claim for Indemnified
Amounts has been rejected, if earlier) and before three (3) years after a claim
for Indemnified Amounts has been filed, petition a court of competent
jurisdiction to determine whether the Indemnitee is entitled to indemnification
under the provisions of this Agreement, and such court shall thereupon have the
exclusive authority to make such determination unless and until such court
dismisses or otherwise terminates such action without having made such
determination. The court shall, as petitioned, make an independent
determination of whether the Indemnitee is entitled to indemnification as
provided under this Agreement, irrespective of any prior determination made by
the Board of Directors or independent counsel. If the court shall determine
that the Indemnitee is entitled to indemnification as to any claim, issue or
matter involved in the Proceeding with respect to which there has been no prior
determination pursuant to this Agreement or with respect to which there has
been a prior determination that the Indemnitee was not entitled to
indemnification hereunder, the Corporation shall pay all expenses (including
attorneys' fees and disbursements) actually incurred by the Indemnitee in
connection with such judicial determination.

     5    Agreement Not Exclusive: Subrogation etc.

     (a) This Agreement shall not be deemed exclusive of and shall not diminish
any other rights the Indemnitee may have to be indemnified or insured or
otherwise protected against any liability, loss, or expense by the Corporation,
any subsidiary of the Corporation, or any other person or entity under any
charter, bylaws, law, agreement, policy of insurance or similar protection,
vote of stockholders or directors, disinterested or not, or otherwise, whether
or not now in effect, both as to actions in the Indemnitee's official capacity,
and as to actions in another capacity while holding such office The
Corporation's obligations to make payments of Indemnified Amounts hereunder
shall be satisfied to the extent that payments with respect to the same
Proceeding (or part thereof) have been made to or for the benefit of the
Indemnitee by reason of the indemnification of the Indemnitee pursuant to any
other arrangement made by the Corporation for the benefit of the Indemnitee;
provided, however, that in no event shall the Indemnitee be required to
maintain any other such arrangement or request payment pursuant to any other
such arrangement before seeking to be indemnified hereunder.

     (b) In the event the Indemnitee shall receive payment from any insurance
carrier or from the plaintiff in any Proceeding against such Indemnitee in
respect of Indemnified Amounts after payments on account of all or part of such
Indemnified Amounts have been made by the Corporation pursuant hereto, such
Indemnitee shall promptly reimburse to the Corporation the amount, if any, by
which the sum of such payment by such insurance carrier or such plaintiff and
payments by the Corporation or pursuant to arrangements made by the Corporation
to Indemnitee exceeds such Indemnified Amounts; provided, however, that such
portions, if any, of such insurance proceeds that are required to be reimbursed
to the insurance carrier under the terms of its insurance policy, such as
deductible or co-insurance payments, shall not be deemed to be payments to the
Indemnitee hereunder. In addition, upon payment of Indemnified Amounts
hereunder, the Corporation shall be subrogated to the rights of Indemnitee
receiving such payments (to the extent thereof against any insurance carrier
(to the extent permitted under such insurance policies) or in respect of such
Indemnified Amounts and the Indemnitee shall execute and deliver any and all
instruments and documents and perform any and all other acts or deeds which the
Corporation deems necessary or advisable to secure such rights. Such right of
subrogation shall be terminated upon receipt by the Corporation of the amount
to be reimbursed by the Indemnitee pursuant to the first sentence of this
paragraph.

     6. Insurance Coverage. In the event that the Corporation maintains
directors and officers liability insurance to protect itself and any director
or officer of the Corporation against any expense, liability or loss, such
insurance shall cover the Indemnitee to at least the same extent as any other
director or officer of the Corporation.

     7. Establishment of Trust. In the event of a potential business
combination or change in control (as contemplated by Article Eighth (a)(4) of
the Charter of the Corporation) (collectively, a "Change in Control"), the
Corporation shall, upon written request by Indemnitee, create a trust (the
"Trust") for the benefit of the Indemnitee and from time to time upon written
request of Indemnitee shall fund the Trust in an amount sufficient to satisfy
any and all Indemnified Amounts (including, Advanced Amounts) which are
actually paid (but not as yet reimbursed) or which Indemnitee reasonably
determines from time to time may be payable by the Corporation under this
Agreement. The amount or amounts to be deposited in the Trust pursuant to the
foregoing funding obligation shall be determined by the independent legal
counsel appointed under Section 4 hereof. The terms of the Trust shall provide
that following its establishment: (i) the Trust shall not be revoked or the
principal thereof invaded without the written consent of the Indemnitee; (ii)
the trustee of the Trust shall advance, within twenty (20) days of a request by
the Indemnitee, any and all Advanced Amounts to the Indemnitee (and the
Indemnitee hereby agrees to reimburse the Trust under the circumstances under
which the Indemnitee would be required to reimburse the Corporation under
Section 3(b)(ii) hereof; (iii) the Corporation shall continue to fund the Trust
from time to time in accordance with the funding obligations set forth above;
(iv) the trustee of the Trust shall promptly pay to the Indemnitee all
Indemnified Amounts for which the Indemnitee shall be entitled to
indemnification pursuant to this Agreement; and (v) all unexpended funds in the
Trust shall revert to the Corporation upon a final determination by a court of
competent jurisdiction in a final decision from which there is no further right
of appeal that the Indemnitee has been fully Indemnified under the terms of
this Agreement. The Trustee of the Trust shall be chosen by the Indemnitee.

     8. Continuation of Indemnity. All agreements and obligations of the
(:corporation contained herein shall continue during the period Indemnitee is a
director or officer, as the case may be, of the Corporation (or is serving at
the request of the Corporation as an Affiliate Indemnitee) and shall continue
thereafter so long as Indemnitee shall be subject to any possible Proceeding by
reason of the fact that Indemnitee was a director or officer of the Corporation
or was serving in any other capacity referred to herein.

     9. Successors: Binding Agreement. This Agreement shall be binding on and
shall inure to the benefit of and be enforceable by the Corporation's
successors and assigns and by the Indemnitee's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees, and legatees. The Corporation shall require any successor or assignee
(whether direct or indirect, by purchase, merger, consolidation, or otherwise)
to all or substantially all of the business and/or assets of the Corporation,
by written agreement in form and substance reasonably satisfactory to the
Corporation and to the Indemnitee, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the Corporation
would be required to perform if no such succession or assignment had taken
place.

     10. Enforcement. The Corporation has entered into this Agreement and
assumed the obligations imposed on the Corporation hereby in order to induce
the Indemnitee to act as a director or officer as the case may be, of the
Corporation, and acknowledges that the Indemnitee is relying upon this
Agreement in continuing in such capacity. In the event the Indemnitee is
required to bring any action to enforce rights or to collect moneys due under
this Agreement and is successful in such action, the Corporation shall
reimburse Indemnitee for all of the Indemnitee's fees and expenses (including
attorney's fees and expenses) in bringing and pursuing such action. The
Indemnitee shall be entitled to the advancement of Indemnified Amounts to the
full extent contemplated by Section 3 hereof in connection with such
proceeding.

     11. Separability. Each of the provisions of this Agreement is a separate
and distinct agreement independent of the others, so that if any provision
hereof shall be held to be invalid or unenforceable for any reason, such
invalidity or unenforceability shall not affect the validity or enforceability
of the other provisions hereof, which other provisions shall remain in full
force and effect.

     12. Miscellaneous. No provision of this Agreement may be modified, waived,
or discharged unless such modification, waiver, or discharge is agreed to in
writing signed by Indemnitee and either the Chairman of the Board or the
President of the Corporation or another officer of the Corporation specifically
designated by the Board of Directors. No waiver by either party at any time of
any breach by the other party of, or of compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same time or
at any prior or subsequent time. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not set forth expressly in this Agreement.
The validity, interpretation, construction, and performance of this Agreement
shall be governed by the laws of the State of Maryland, without giving effect
to the principles of conflicts of laws thereof The Indemnitee may bring an
action seeking resolution of disputes or controversies arising under or in any
way related to this Agreement in the state or federal court jurisdiction in
which Indemnitee resides or in which his or her place of business is located,
and in any related appellate courts, and the Corporation consents to the
jurisdiction of such courts and to such venue.

     13. Notices. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, as follows:



If to Indemnitee:

J. Albert Smith, Jr.
Bank One, Indianapolis
111 Monument Circle, Suite 4841
Indianapolis, IN 46204

If to Corporation:

Simon DeBartolo Group, Inc.
115 West Washington Street, Suite 15 East
Indianapolis, IN 46204
Facsimile: (317) 685-7221
Attention: Chief Executive Officer

or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

     14. Counterparts. This Agreement 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 and the same instrument.

15. Effectiveness. This Agreement shall be effective as of the date first above
witten.

     IN WITNESS WHEREOF, the undersigned; have caused executed as of the day
and year first above written.


ATTEST:                       SIMON DEBARTOLO GROUP, INC.

/s/                                By:  /s/  David Simon
Secretary                     David Simon, Chief Executive Officer



WITNESS                       INDEMNITEE

/s/  Debra McDowell                /s/  J. Albert Smith, Jr.
===============================================================================
EXHIBIT 10.53
==============
                                  AMENDED AND
                                   RESTATED
                                       
                           ARTICLES OF INCORPORATION
                                       
                                      OF
                                       
                           SD PROPERTY GROUP, INC .
                                       
                                   ARTICLE I

     The name of the corporation (the "Corporation") is: SD PROPERTY GROUP,
INC.

                                  ARTICLE II

     The place in the State of Ohio where its principal office is located in
Youngstown, Boardman Township, Mahoning County.

                                  ARTICLE III

     The purpose for which the Corporation is formed is to engage in any lawful
act or activity for which corporations may be formed under the General
Corporation Law of Ohio, Chapter 1701 of the Ohio Revised Code, as the same may
be amended or supplemented from time to time. The Corporation reserves the
right, at any time and from time to time, to change its purposes in the manner
now or hereafter permitted by statute. Any change of the purposes of the
Corporation authorized or approved by the holders of shares entitling them to
exercise the proportion of the voting power of the Corporation now or hereafter
required by statute shall be binding upon every shareholder of the Corporation
as fully as if such shareholder had voted therefor; and no shareholder,
notwithstanding that it may have voted against such change of purposes or may
have objected in writing thereto, shall be entitled to payment of the fair cash
value of its shares.

                                  ARTICLE IV

     A. Classes and Number of Shares. The total number of shares of stock which
the Corporation has the authority to issue is 186,850,000 shares, consisting of
(i) 176,850,000 shares of Common Stock, $.01 per value per share ("Common
Stock"), and (ii) 10,000,000 shares of Preferred Stock, $.01 par value per
share ("Preferred Stock").

     B. Preferred Stock. Preferred Stock may be issued from time to time in one
or more series. The Board of Directors of the Corporation (the "Board of
Directors") is expressly authorized at any time, and from time to time, provide
for the issuance of shares of Preferred Stock in or more series and for such
consideration (not less than par value) as shall be fixed by resolution or
resolutions adopted by the Board of Directors and to adopt amendments the
Articles in respect of any unissued or treasury shares of Preferred Stock and
thereby to fix or change: the division of such shares into series and the
designation and authorized number of shares of each series; the dividend or
distribution rate; the dates of payment of dividends or distributions and the
dates from which they are cumulative; liquidation price; redemption rights and
price; sinking fund requirements; conversion rights; and restrictions on the
issuance of shares of any class or series.

C. Common Stock.

     (1) Common Stock Subject to Terms of Preferred Stock. The Common Stock
shall be subject to the express terms of the Preferred Stock and any series
thereof.

     (2) Dividend Rights. The holders of shares of Common Stock shall be
entitled to receive such dividends as may be declared by the Board of Directors
out of funds legally available therefor. Until such time as the Corporation
determines to discontinue its status as a real estate investment trust ("REIT")
under Section 856 of the Internal Revenue Code of 1986, as amended from time to
time (the "Code"), in accordance with paragraph (c) of Article VII hereof, the
Corporation shall declare and pay such dividends as may be required under the
Code to qualify for treatment as, and to maintain the Corporation's status as,
a REIT.

     (3) Rights Upon Liquidation. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of, or any distribution of the assets
of, the Corporation, each holder of shares of Common Stock shall be entitled to
receive, ratably with each other holder of shares of Common Stock that portion
of the assets of the Corporation available for distribution to the holders of
the Common Stock.

     (4) Voting Rights. Except as-may be provided in these Articles of
Incorporation, the holders of shares of Common Stock shall have the exclusive
right to vote on all matters (for which a common shareholder shall be entitled
to vote thereon) at all meetings of the shareholders of the Corporation, and
shall be entitled to one vote for each share of Common Stock entitled to vote
at such meeting.

                                   ARTICLE V

     In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to determine from time to time
whether and to what extent, and at what times and places, and under what
conditions and regulations, the accounts and books of the Corporation, or any
of them, shall be open to inspection of shareholders; and, except as so
determined, no shareholder shall have any right to inspect any account, book or
document of the Corporation other than such rights as may be conferred by
applicable law. The Corporation may in its Code of Regulations confer powers
upon the Board of Directors in addition to the foregoing and in addition to the
powers and authorities expressly conferred upon the Board of Directors by
applicable law.




                                  ARTICLE VI

     The number of directors of the Corporation shall be fixed by the Code of
Regulations of the Corporation.

                                  ARTICLE VII

     (a) Notwithstanding anything contained in these Articles of Incorporation
to the contrary, the affirmative vote of the holders of a majority of the then
outstanding Common Stock shall be required to amend, repeal or adopt any
provision of these Articles of Incorporation.

     (b) Subject to Section (a) of this Article VII, notwithstanding any
provision of the Ohio Revised Code requiring for any purpose the vote, consent,
waiver or release of the holders of shares of the Corporation entitling them to
exercise two-thirds of any other proportion of the voting power of the
Corporation or of any class or classes of shares thereof, such action, unless
expressly provided otherwise by statute, may be taken by the vote, consent,
waiver or release of the holders of shares entitling them to exercise not less
than a majority of the voting power of the Corporation or of such class or
classes.

     (c) Notwithstanding anything contained in these Articles of Incorporation
to the contrary, the affirmative vote of the holders of a majority of the then
outstanding Common Stock and the approval of the Board of Directors shall be
required to terminate the Corporation' status as a RETIE.
                                       
                                 ARTICLE VIII

     The Board of Directors shall have the power to cause the Corporation from
time to time and at any time to purchase, hold, sell, transfer or otherwise
deal with - (a) shares of any class or series issued by it, (b) any security or
other obligation of the Corporation which may confer upon the holder thereof
the right to convert the same into shares of any class or series authorized by
the articles of the Corporation, and (c) any security or other obligation which
may confer upon the holder thereof the right to purchase shares of any class or
series authorized by the articles of the Corporation. The Corporation shall
have the right to repurchase, if and when any shareholder desires to sell, or
on the happening of any event is required to sell, shares of any class or
series issued by the Corporation. The authority granted in this Article VIII
shall not limit the plenary authority of the directors to purchase, hold, sell,
transfer or otherwise deal with shares of any class or series, securities, or
other obligations issued by the Corporation or authorized by its articles.

                                  ARTICLE IX

     Except as otherwise provided in Article XII of the Amended and Restated
Regulations of the Corporation, no shareholder of the Corporation class shall
have, as a matter of right, the pre-emptive right to purchase or subscribe for
shares of any class, now or hereafter authorized, or to purchase or subscribe
for securities or other obligations convertible into or exchangeable for such
shares or which by warrants or otherwise entitle the holders thereof to
subscribe for or purchase any such share.
                                       
                                   ARTICLE X

     No holder of shares of any class of the Corporation shall have the right
to cumulate voting power in the election of directors, and the right to
cumulate voting powers described in Ohio Revised Code Section 1701.55 is hereby
specifically denied to holders of shares of any class of the Corporation.
                                       
                                   ARTICLE XI

     (a) Section 1701.831 of the Ohio Revised Code shall not apply to any
control share acquisition of shares of the Corporation.

     (b) Chapter 1704 of the Ohio Revised Code shall not apply to the
Corporation.

     (c) Section 1707.043 of the Ohio Revised Code shall not apply to the
Corporation and its equity securities.
                                       
                                  ARTICLE XII

     These amended and restated articles supersede the articles of the
Corporation existing at the effective date of these amended and restated
articles.




===============================================================================
EXHIBIT 10.54
=============

                       AMENDED AND RESTATED REGULATIONS
                                      OF
                            SD PROPERTY GROUP, INC.
                                       
                                   ARTICLE I
                                       
                           MEETINGS OF SHAREHOLDERS

     Section 1. Annual Meeting. The annual meeting of the shareholders of the
Corporation, for the purpose of electing directors and transacting such other
business as may be specified in the notice thereof, shall be held at such place
either within or without the State of Ohio as may be specified in such notice,
on the second Wednesday of May in each year, if not a legal holiday, or on such
other day falling on or before the 30th day thereafter as shall be set by the
Board of Directors. Failure to hold an annual meeting does not invalidate the
Corporation's existence or affect any otherwise valid corporate acts.

     Section 2. Special Meetings. Special meetings of the shareholders may be
called by (i) the Chairman of the Board or the President, or in the case of the
President's absence, death or disability, the Vice President authorized to
exercise the authority of the President; or (ii) the directors by action at a
meeting, or a majority of the directors acting without a meeting. Except as
otherwise provided in the Articles of Incorporation, special meetings shall be
called by the Secretary upon written request of shareholders holding of record
50% or more of all shares outstanding and entitled to vote thereat. Any such
request for a special meeting shall state the purpose or purposes of the
meeting. Special meetings of the shareholders may be held at such time and
place, either within or without the State of Ohio, as may be designated in the
notice thereof.

     Section 3. Notice of Meetings. Except as otherwise provided by law or
unless waived, a written notice of each annual or special meeting stating the
time and place and the purposes thereof shall be personally delivered or mailed
to each shareholder of record entitled to notice thereof, not more than sixty
days nor less than seven days before any such meeting. If mailed, such notice
shall be addressed to the shareholder at his address as it appears upon the
records of the Corporation. Notice of adjournment of a meeting need not be
given if the time and place to which it is adjourned are fixed and announced at
such meeting.

     Section 4. Quorum. The holders of record of shares entitling them to
exercise a majority of the voting power of the Corporation, present in person
or by proxy, shall constitute a quorum for all purposes, at any meeting of
shareholders, except when a greater proportion is required by law, the articles
of incorporation of the Corporation and any amendments made thereto from time
to time ("Articles of Incorporation") or these Regulations. At any meeting at
which a quorum is present, all questions and business which shall come before
the meeting shall be determined by the vote of the holders of a majority of the
shares entitled to vote thereon held by shareholders present in person or by
proxy at the meeting, except when a different proportion is required by law,
the Articles of Incorporation or these Regulations. At any meeting, whether a
quorum is present or not, the holders of a majority of the voting shares held
by shareholders present in person or by proxy may adjourn from time to time and
from place to place without notice other than by announcement at the meeting.
At any such adjourned meeting at which a quorum is present, any business may be
transacted which could have been transacted at the meeting as originally
noticed or held.

     Section 5. Shareholder Proposals. All proposals of shareholders shall be
made pursuant to timely notice in writing to the Secretary of the Corporation.
To be timely, a share-holder's notice shall be delivered to or mailed and
received at the principal executive offices of the Corporation not less than 60
days nor more than 90 days prior to the meeting; provided, however, that in the
event that less than 60 days' notice or prior public disclosure of the date of
the meeting is given or made to shareholders, notice by the shareholder to be
timely must be so received not later than the earlier of (i) the close of
business on the 7th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made or (ii) the date of
the meeting. Nothing contained in this Section 5 shall be interpreted to
require the Corporation to include in proxy materials, if any, distributed by
it to its shareholders any shareholder proposal, whether or not timely notice
has been given, or to recognize any such proposal as a proper subject for
shareholder action at any meeting.

                                  ARTICLE II
                                       
                              B0ARD OF DIRECTORS

     Section 1. Authority of Directors. Except where the law, the Articles of
Incorporation or these Regulations require action to be authorized or taken by
the shareholders, all of the authority of the Corporation shall be exercised,
and the business and affairs of the Corporation shall be managed, by or under
the direction of the directors. Directors need not be shareholders of the
Corporation.

     Section 2. Number of Directors. Unless changed in accordance with the
provisions of Section 3 of this Article II, the number of directors of the
Corporation shall be fixed at thirteen. At each annual meeting of shareholders,
each director shall be elected to hold office until the next annual meeting of
shareholders and until his successor is duly elected and qualified or until his
earlier resignation, removal from office or death. If the annual meeting is not
held or if one or more directors are not elected thereat, they may be elected
at a special meeting called for that purpose.

     Section 3. Change in Number of Directors. The number of directors may be
fixed or changed only by the affirmative vote of the holders of record of at
least a majority of the voting power of the Corporation at a meeting of
shareholders called for that purpose and for the purpose of electing directors.
No reduction in the number of directors shall of itself have the effect of
shortening the term of any incumbent director.

     Section 4. Nominations. Only persons who are nominated in accordance with
the following procedures shall be eligible for election as directors.
Nominations of persons for election as directors of the Corporation may be made
at a meeting of shareholders (i) by or at the direction of the Board of
Directors of by any committee or person appointed by the Board of Directors or
(ii) by any shareholder of the Corporation entitled to vote for the election of
directors at the meeting who complies with the notice procedures set forth in
this Section 4. Any nomination other than those governed by clause (i) of the
preceding sentence, shall be made pursuant to timely notice in writing to the
Secretary of the Corporation. To be timely, a shareholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that in the event that less than 60 days' notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be so received no later than the
earlier of (i) the close of business on the 7th day following the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made or (ii) the date of the meeting. Such shareholder's notice to the
Secretary shall set forth (a) as to each person whom the shareholder proposes
to nominate for election as a director (i) the name, age, business address and
residence address of such person, (ii) the principal occupation or employment
of such person, (iii) the class and number of any shares of the Corporation
which are beneficially owned by such person and (iv) any other information
relating to such person that is required to be disclosed in solicitations for
proxies for election of directors pursuant to any then existing rule or
regulation promulgated under the Securities Exchange Act of 1934, as amended;
and (b) as to the shareholder giving the notice (i) the name and record address
of such shareholder and (ii) the class and number of shares of the Corporation
which are beneficially owned by such shareholder. The Corporation may require
any proposed nominee to furnish such other information as may reasonably be
required by the Corporation to determine the qualifications or eligibility of
such proposed nominee to serve as a director. No person shall be eligible for
election as a director unless nominated as set forth herein. The chairman of
the meeting shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the foregoing procedure, and
if he should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.

     Section 5. Removal of Directors. A director may be removed prior to the
expiration of such director's term of office, with or without cause, by the
affirmative vote of the holders of at least a majority of the voting power of
the Corporation entitled to vote in the election of directors.

     Section 6. Vacancies. Except as otherwise provided in the Articles of
Incorporation, the remaining directors, though less than a majority of the
whole authorized number of directors, may, by the vote of a majority of their
number, fill any vacancy in the Board of Directors however arising for the
unexpired term thereof. Any person elected to fill a vacancy in the Board of
Directors shall hold office until the expiration of the term of office to which
he is elected and until his successor is elected and qualified.

     Section 7. Meetings of the Board. The Board of Directors may, by
directors' by-law or resolution, provide for regular meetings of the Board.
Special meetings of the Board of Directors may be held at any time upon call of
the Chairman of the Board, the President or any two members of the Board.
Meetings of the Board of Directors may be held at any place whether within or
without the State of Ohio. Written notice of the time and place of each meeting
of the Board of Directors shall be given by mailing the same to each director
at his last known address at least two days prior to the date of such meeting,
or such notice may be personally delivered to each director, left at his
residence or usual place of business, or sent by telegraph, facsimile
transmission or telephone, not less than twenty-four hours before the meeting,
which notice need not specify the purpose of the meeting. Such notice may be
waived in writing, either before or after the holding of such meeting, by any
director, which writing shall be filed with or entered upon the records of the
meeting. The attendance of any director at any such meeting without protesting,
prior to or at the commencement of such meeting, the lack of proper notice
shall be deemed to be a waiver by him of notice of such meeting. Notice of
adjournment of such meeting need not be given if the time and place to which it
is adjourned are fixed and announced at such meeting. With respect to both
meetings of the Board of Directors and meetings of shareholder, the Chairman
shall be the chairman of the meeting; provided, however, that if the Chairman
is not present at any such meeting, a chairman shall be elected by a majority
of the directors present.

     Section 8. Quorum for Meetings. A majority of the directors of the
Corporation, though less than a majority of the whole authorized number of
directors, shall constitute a quorum for the transaction of business. The act
of a majority of directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.

     Section 9. Compensation of Directors. The Board of Directors may, by
resolution, set the annual fees and compensation of directors as well as any
fee for attending meetings of the Board of Directors and of any committees of
the Board of Directors.

                                  ARTICLE III
                                       
                                  COMMITTEES

     The Board of Directors, by resolution adopted by a majority of the whole
Board, may appoint three or more directors to constitute one or more committees
of directors. The resolution establishing each such committee shall specify a
designation by which it shall be known and shall fix its powers and authority.
The Board of Directors may delegate to any such committee any of the authority
of the Board of Directors, however conferred, other than that of filling
vacancies among the directors or in any committee of the directors. The Board
of Directors may likewise appoint one or more directors as alternate members of
any such committee, who may take the place of any absent member or members at
any meeting of such committee. Each such committee shall serve until removed
with or without cause, shall act only in the intervals between meetings of the
Board of Directors, and shall be subject to the control and direction of the
Board of Directors. All actions by any such committees shall be subject to
revision and alteration by the Board of Directors provided that no rights of
third persons shall be adversely affected by such revision or alteration. An
act or authorization of an act by any such committee within the authority
delegated to it by the resolution establishing it shall be as effective for all
purposes as the act or authorization of the Board of Directors. Any such
committee may act by a majority of its members at a meeting or by writing or
writings signed by all of its members. Written notice of the time and place of
each committee meeting shall be given by mailing the same to each committee
member at his last known address at least two days prior to the date of such
meeting, or such notice may be personally delivered to each member, left at his
residence or usual place of business, or sent by telegraph, facsimile
transmission or telephone, not less than twenty four hours before the meeting,
which notice need not specify the purpose of the meeting. Such notice may be
waived in writing, either before or after the holding of such meeting, by any
member, which writing shall be filed with or entered upon the records of the
meeting. The attendance by any member at any such meeting without protesting,
prior to or at the commencement of the meeting, the lack of proper notice shall
be deemed to be a waiver by him of notice of such meeting. Notice of
adjournment of a meeting need not be given if the time and place to which it is
adjourned are fixed and announced at such meeting. The Board of Directors may
likewise appoint other members of any committee who are not members of the
Board of Directors who shall act in an advisory capacity but who shall have no
vote upon any matter of business before the committee.

                                  ARTICLE IV
                                       
                                   OFFICERS

     Section 1. Officers. The officers of the Corporation shall be a President,
a Secretary and a Treasurer. The Corporation may also have a Chairman of the
Board, a Chief Executive Officer, one or more Vice Presidents, assistant
officers and subordinate officers as the Board of Directors may from time to
time determine. Any two or more offices may be held by one person, except the
offices of the President and Vice President.

     Section 2. Election of Officers. All officers of the Corporation shall be
elected annually by the Board of Directors, and shall hold office until removed
with-or without cause. The Board of Directors may fill any vacancy in any
office occurring from whatever cause.

     Section 3. Authority and Duties of Officers. The officers of the
Corporation shall have such authority and shall perform such duties as are
determined by the Board of Directors.

                                   ARTICLE V
                                       
                  LIMITATION OF LIABILITY AND INDEMNIFICATION

     Section 1. Limitation of Liability. In furtherance and not in limitation
of the powers, rights and benefits conferred by applicable law, no person shall
be liable to the Corporation for any loss or damage suffered by it on account
of any action taken or omitted to be taken by him as a director or officer of
the Corporation if such person has performed his duties as a director,
including his duties as a member of any committee of the directors upon which
he may serve, or as an officer, in good faith, in a manner he reasonably
believes to be in or not opposed to the best interests of the Corporation, and
with the care that an ordinarily prudent person in a like position would use
under similar circumstances. In performing his duties, a director or officer
shall be entitled to rely on information, opinions, reports, or statements,
including financial statements and other financial data, that are prepared o~
presented by: (1) one or more directors, officers or employees of the
Corporation whom the director or officer reasonably believes are reliable and
competent in the matters prepared or presented; (2) counsel, public
accountants, or other persons as to matters that the director or officer
reasonably believes are within the person's professional or expert competence;
or (3) a committee of the directors upon which he does not serve, duly
established in accordance with the provisions of these Regulations, as to
matters within its designated authority, which committee the director or
officer reasonably believes to merit confidence. A director or officer in
determining what he reasonably believes to be in the best interests of the
Corporation shall consider the interests of the Corporation's shareholders and,
in his discretion may consider (i) the interests of the Corporation's
employees, suppliers, creditors and customers; (ii) the economy of the state
and nation; (iii) community and societal considerations; and (iv) the long-term
as well as short-term interest of the Corporation and its shareholders,
including the possibility that these interests may be best served by the
continued independence of the Corporation.

     Section 2. Indemnification. (a) In case any person was or is a party, or
is threatened to be made a party, to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, or any investigation or a witness in any of the foregoing, other
than any action by or in the right of the Corporation, by reason of the fact
that he is or was serving as a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, employee or agent of another corporation, domestic
or foreign, nonprofit or for profit, partnership, joint venture, trust, or
other enterprise, the Corporation shall indemnify such person against expenses,
including attorneys' fees, judgments, decrees, fines, penalties, and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit, or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any matter the subject of a criminal action,
suit, or proceeding, he had no reasonable cause to believe that his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its equivalent,
shall not, itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to any matter the
subject to a criminal action, suit or proceeding, that he had reasonable cause
to believe that his conduct was unlawful.

     (b) In case any person was or is a party, or is threatened to be made a
party, to, or is a witness in, -any threatened, pending, or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was serving as a director, officer,
employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, trustee, officer, employee or agent of another
corporation, domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust, or other enterprise, the Corporation shall indemnify such
person against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the Court of Common Pleas, or the Court in which such action or
suit was brought shall determine upon application that, despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as
the Court of Common Pleas or such other Court shall deem proper.

     (c) To the extent that a director, trustee, officer employee or agent has
been successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in paragraphs (a) and (b) of this Section 2 or in
defense of any claim, issue or matter therein, the Corporation shall indemnify
him against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection therewith.

     (d) Any indemnification under paragraphs (a) and (b) of this Section 2,
unless ordered by a court, shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
trustee, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in paragraphs (a) and (b)
of this Section 2. Such determination shall be made (i) by a majority vote of a
quorum consisting of directors of the Corporation who were not and are not
parties to or threatened by or a witness in any such action, suit, or
proceeding, or (ii) if such a quorum is not obtainable or if a majority vote of
a quorum of disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm having associated
with it an attorney, who has been retained by or who has performed services for
the Corporation, or any person to be indemnified within the last five years, or
(iii) by the shareholders, or (iv) by the Court of Common Pleas or the Court in
which such action, suit, or proceeding was brought. Any determination made by
the disinterested directors under clause (i) of this paragraph (d) or by
independent legal counsel under clause (ii) of this paragraph (d) shall be
promptly communicated to the person who threatened or brought the action or
suit by or in the right of the Corporation referred to in paragraph (b) of this
Section 2, and if, within ten days after the receipt of such notification, such
person shall petition the Court of Common Pleas or the Court in which such
action or suit was brought to review the reasonableness of such determination,
no action in implementing such determination shall be taken until after the
final judgment of such Court has been had and such determination has been
modified to the extent necessary to accord with such judgment; provided,
however, if, after such ten-day period, such person shall not have petitioned
the Court of Common Pleas or the Court in which such action or suit was brought
to review the reasonableness of such determination, the Corporation shall
proceed to implement such determination.

     (e) Expenses, including attorneys' fees, incurred in defending any action,
suit, or proceeding referred to in paragraphs (a) and (b) of this Section 2,
with respect to a director or officer of the Corporation, shall, and with
respect to all other parties, may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the
directors in the specific case upon the receipt of an undertaking by or on


behalf of the director, trustee, officer, employee or agent to repay such
amount, if it ultimately be determined that he is entitled to be indemnified by
the Corporation as authorized in paragraphs (a), (b) and (c) of this Section 2.
i

     (f) Notwithstanding the provisions of paragraphs (a), (b), (c) and (d) of
this Section 2 and Ohio Revised Code Section 1701.13(E), including subdivisions
(5)(a) and (b) thereof, the rights of Indemnified Parties as defined in Section
5.14 of the Agreement and Plan of Merger dated as of March 26, 1996, as
amended, among Simon DeBartolo Group, Inc. (previously named Simon Property
Group, Inc.), Day Acquisition Corp. and the Corporation (previously named
DeBartolo Realty Corporation) (the "Merger Agreement") to be indemnified or to
have expenses, in advance of final disposition, under this Section 2 and Ohio
Revised Code Section 1701.13(E) shall be subject to the limitations set forth
in Section 5.14 of the Merger Agreement.

     (g) The indemnification provided by this Section 2 shall not apply to the
extent it is prohibited by law or is determined by a court of competent
jurisdiction to be against public policy. The indemnification provided for in
this Article V shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under the Articles of Incorporation or
any agreement, vote of shareholders or disinterested directors, or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as a person who has ceased to be
a director, trustee, officer, employee or agent and shall inure to the benefit
of the heirs, executors, and administrators of such a person.

     (h) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, trustee, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, employee, or agent of another corporation, domestic
or foreign, nonprofit or for profit, partnership, joint venture, trust or other
enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have indemnified him against such liability under this Section 2.


                                  ARTICLE VI
                                       
                                     SEAL

     The Board of Directors may provide for a seal of the Corporation, which
shall be circular with the words "SD PROPERTY GROUP, INC.", and "OHIO"
surrounding the word "SEAL".

                                       
                                       
                                  ARTICLE VII
                                       
                                  AMENDMENTS

     These Regulations may be amended, or new regulations may be adopted, at a
meeting of shareholders held for such purpose, only by the affirmative vote of
the holders of shares entitling them to exercise not less than a majority of
the voting power of the Corporation on such proposal, or without a meeting by
the written consent of the holders of shares entitling them to exercise not
less than a majority of the voting power of the Corporation on such proposal.
                                       
                                 ARTICLE VIII
                                       
                                  FISCAL YEAR

     The Board of Directors shall determine the fiscal year of the Corporation.

                                  ARTICLE IX
                                       
                     EXECUTION OF INSTRUMENTS BY OFFICERS

     Any officer of the Corporation may, upon due authorization from the Board
of Directors, when necessary, sign, seal with the corporate seal, if any,
acknowledge, certify and/or deliver in the name and on behalf of the
Corporation, any and all agreements, contracts, notes, mortgages, pledges,
undertakings, deeds, bills of sale, instruments of conveyance or transfer, or
other documents.

                                   ARTICLE X
                                       
                            CERTIFICATES FOR SHARES

     The shares of capital stock of the Corporation shall be represented by
certificates signed by the Chairman of the Board, the President or any Vice
President and the Secretary or any Assistant Secretary of the Corporation and
may be sealed with the seal of the Corporation, if any, or a facsimile thereof.


                                  ARTICLE XI
                                       
            ACTIONS BY SHAREHOLDERS OR DIRECTORS WITHOUT A MEETING

     Anything contained in these Regulations to the contrary notwithstanding,
except as provided in Article VII, any action which may be authorized or taken
at a meeting of the shareholders or of the directors or of a committee of the
directors, as the case may be, may be authorized or taken without a meeting
with the affirmative vote or approval of, and in a writing or writings signed
by, all the shareholders who would be entitled to notice of a meeting of the
shareholders held for such purpose, or all the directors, or all the members of
such committee of the directors, respectively, which writings shall be filed
with or entered upon the records of the Corporation.

                                  ARTICLE XII
                                       
                  RESTRICTIONS ON TRANSFER; RIGHTS OF REFUSAL

     Section 1. Restriction on Transfer. No shareholder other than Simon
DeBartolo Group, Inc. (a "Shareholder") shall sell, assign, convey, give,
pledge, hypothecate or otherwise transfer (collectively "TransferO any shares
now held or hereafter acquired by him ("Shares") except as authorized by this
Article.

     Section 2. Right of First Refusal. In the event that a shareholder has a
bona fide intention to Transfer all or any part of the shares of the
Corporation now held or hereafter acquired by such Shareholder (the
"Transferring Shareholder") to a prospective purchaser, assignee, transferee or
other recipient (a "Prospective Transferee"), the Transferring Shareholder
shall give written notice of such intention to the Corporation and to Simon
DeBartolo Group, Inc. ("Simon") and in such notice shall offer to sell such
Shares (the Shares subject to such offer are hereinafter called the "Available
Shares") to the Corporation and to Simon in accordance with the terms of this
Article (hereinafter called the "Notice and Offer"). The Notice and Offer shall
be in affidavit form and shall set forth the name and address of the
Transferring Shareholder, the number of Available Shares, the name and address
of the Prospective Transferee and the terms and the consideration (if any)
offered by the Prospective Transferee. The Corporation, as provided in Section
2(a), and Simon, as provided in Section 2(b), shall have the irrevocable prior
right and option (hereinafter called the "Right of Refusal") to purchase all,
but not less than all, of the Available Shares at [$1,000.00] per share.

     (a) The Corporation may exercise the Right of Refusal by giving written
notice of such exercise to the Transferring Shareholder on or before the
thirtieth (30th) day after the Corporation shall have received the Notice and
Offer from the Transferring Shareholder.

     (b) If the Corporation has not exercised the Right of Refusal to purchase
all of the Available Shares as provided in Section 2(a), Simon may exercise the
Right of Refusal for the purchase of all, but not less than all, of the
Available Shares by giving written notice of such exercise to the Corporation
and to the Transferring Shareholder on or before the sixtieth (60th) day after
Simon shall have received the Notice and Offer.

     (c) If neither the Corporation nor Simon shall have exercised their
respective Rights of Refusal before the respective expirations of such Rights
of Refusal, the Transferring Shareholder shall have the right, for a period of
thirty (30) days after such expiration, to make a bona fide transfer of the
Available Shares to the Prospective Transferee named in the Notice and Offer,
but only in strict compliance with the terms therein stated. If the Available
Shares are not so transferred by the Transferring Shareholder during such
thirty (30) day period, all of the restrictions, conditions and obligations
imposed by this Article shall again apply to the Available Shares held by such
Transferring Shareholder.

     (d) The provisions of this Article shall apply to any Transfer of Shares
by operation of law, and the personal representative of a Shareholder upon the
death of the Shareholder or any other event resulting in a Transfer shall
promptly notify the Corporation and Simon of the death of the Shareholder or
other event resulting in a Transfer and shall be required to offer to sell the
ShareholderOs Shares to the Corporation and Simon in accordance with and on the
terms set forth in this Article.

     (e) Each Shareholder and the Corporation agree and acknowledge that the
restrictions on the Transfer of the Shares imposed by this Agreement are
imposed to accomplish legitimate purposes of the Corporation, and that such
restrictions are not more restrictive than necessary to accomplish those
purposes.

     Section 3. Legend. Each certificate for Shares shall include a legend
setting forth a summary of the restrictions on transfer contained in this
Article or a statement that the Corporation will mail to the Shareholder a copy
of this Article without charge within five days after receipt of written
request therefor.
===============================================================================
EXHIBIT 10.55
==============

SCHEDULE TO EXHIBIT

The following indemnity agreement is substantially identical in terms to those
between Simon DeBartolo Group, Inc., and each of:

1.   Richard Sokolov
2.   Edward J. DeBartolo, Jr.
3.   M. Denise DeBartolo York
4.   G. William Miller
5.   Fredrick W. Petri
6.   Philip J. Ward

Only one copy of such document is being filed in accordance with EDGAR
regulations.  The attached version was signed by M. Denise DeBartolo York.

                              INDEMNITY AGREEMENT

     THIS INDEMNITY AGREEMENT ("Agreement") dated as of August 9, 1996, by and
between Simon DeBartolo Group, Inc., a Maryland corporation (the
"Corporation"), and M. Denise DeBartolo York (the "Indemnitee").

RECITALS

     WHEREAS, the Charter and Bylaws of the Corporation, as the same have been
amended and restated, provide for indemnification by the Corporation of its
directors and officers as provided therein, and the Indemnitee has agreed to
serve as a director and/or officer of the Corporation or has been serving and
continues to serve as a director and/or officer of the Corporation in part in
reliance on such provision;

     WHEREAS, to provide Indemnitee with additional contractual assurance of
protection against personal liability in connection with certain proceedings
described below, the Corporation desires to enter into this Agreement;

     WHEREAS, the Maryland General Corporation Law (the "Maryland Statute")
expressly recognizes that the indemnification provisions of the Maryland
Statute are not exclusive of any other rights to which a person seeking
indemnification may be entitled under the Charter or Bylaws of the Corporation,
a resolution of stockholders or directors, an agreement or otherwise, and this
Agreement is being entered into pursuant to and in furtherance of the Charter
and Bylaws of the Corporation, as permitted by the Maryland Statute and as
authorized by the Charter and the Board of Directors of the Corporation; and

     WHEREAS, in order to induce the Indemnitee to serve or continue to serve
as a director and/or officer of the Corporation and in consideration of the
Indemnitee's so serving, the Corporation desires to indemnify the Indemnitee
and to make arrangements pursuant to which the Indemnitee may be advanced or
reimbursed expenses incurred by Indemnitee in certain proceedings described
below, according to the terms and conditions set forth below;

     NOW, THEREFORE, in consideration of the foregoing recitals and of
Indemnitee's serving or continuing to serve the Corporation as a director
and/or officer, the parties agree as follows:

1. Indemnification.

     (a) In accordance with the provisions of subsection (b) of this Section 1,
the Corporation shall hold harmless and indemnify the Indemnitee against any
and all expenses, liabilities and losses (including, without limitation,
investigation expenses and expert witnesses' and attorneys' fees and expenses,
judgments, penalties, fines, ERISA excise taxes and amounts paid or to be paid
in settlement) actually incurred by the Indemnitee (net of any related
insurance proceeds or other amounts received by Indemnitee or paid by or on
behalf of the Corporation on the Indemnitee's behalf, in connection with any
threatened, pending or completed action, suit, arbitration or proceeding (or
any inquiry or investigation, whether brought by or in the right of the
Corporation or otherwise, that Indemnitee in good faith believes might lead to
the institution of any such action, suit, arbitration or proceeding), whether
civil, criminal, administrative or investigative, or any appeal therefrom, in
which the Indemnitee is or becomes a party or a witness or other participant,
or is threatened to be made a party or witness or other participant, (a
"Proceeding") based upon, arising from, relating to, or by reason of the fact
that Indemnitee is, was, shall be, or shall have been a director and/or officer
of the Corporation or is or was serving, shall serve, or shall have served at
the request of the Corporation as a director, officer, partner, trustee,
employee, or agent ("Affiliate Indemnitee") of another foreign or domestic
corporation or non-profit corporation, cooperative, partnership, joint venture,
trust, or other incorporated or unincorporated enterprise (each, a "Company
Affiliate").

     (b) In providing the foregoing indemnification, the Corporation shall,
with respect to a Proceeding, hold harmless and indemnify the Indemnitee to the
fullest extent required by the Maryland Statute and to the fullest extent
permitted by the Express Permitted Indemnification Provisions (as hereinafter
defined) of the Maryland Statute. For purposes of this Agreement, the Express
Permitted Indemnification Provisions of the Maryland Statute shall mean
indemnification as permitted by Section 2418(b) of the Maryland Statute or by
any amendment thereof or other statutory provisions expressly permitting such
indemnification which is adopted after the date hereof (but, in the case of any
such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than said law required or permitted
the Corporation to provide prior to such amendment).

     (c) Without limiting the generality of the foregoing, the Indemnitee shall
be entitled to the rights of indemnification provided in this Section 1 for any
expenses actually incurred in any Proceeding initiated by or in the right of
the Company unless the Indemnitee shall have been adjudged to be liable to the
Company.

     (d) If Indemnitee is entitled under this Agreement to indemnification by
the Corporation for some or a portion of the Indemnified Amounts but not,
however, for all of the total amount thereof, the Corporation shall
nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee
is entitled.

     2. Other Indemnification Arrangements. The Maryland Statute and the
Charter and Bylaws of the Corporation permit the Corporation to purchase and
maintain insurance or furnish similar protection or make other arrangements,
including, but not limited to,

2

 providing a trust fund, letter of credit, or surety bond ("Indemnification
Arrangements") on behalf of the Indemnitee against any liability asserted
against him or her or incurred by or on behalf of him or her in such capacity
as a director or officer of the Corporation or an Affiliated Indemnitee, or
arising out of his or her status as such, whether or not the Corporation would
have the power to indemnify him or her against such liability under the
provisions of this Agreement or under the Maryland Statute, as it may then be
in effect. The purchase, establishment, and maintenance of any such
Indemnification Arrangement shall not in any way limit or affect the rights and
obligations of the Corporation or of the Indemnitee under this Agreement except
as expressly provided herein, and the execution and delivery of this Agreement
by the Corporation and the Indemnitee shall not in any way limit or affect the
rights and obligations of the Corporation or the other party or parties thereto
under any such Indemnification Arrangement. All amounts payable by the
Corporation pursuant to this Section 2 and Section 1 hereof are herein referred
to as "Indemnified Amounts."

3. Advance Payment of Indemnified Amounts.

     (a) The Indemnitee hereby is granted the right to receive in advance of a
final, nonappealable judgment or other final adjudication of a Proceeding (a
"Final Determination") the amount of any and all expenses, including, without
limitation, investigation expenses, expert witness' and attorney's fees and
other expenses expended or incurred by the Indemnitee in connection with any
Proceeding or otherwise expended or incurred by the Indemnitee (such amounts so
expended or incurred being referred to as "Advanced Amounts").

     (b) In making any written request for Advanced Amounts, the Indemnitee
shall submit to the Corporation a schedule setting forth in reasonable detail
the dollar amount expended or incurred and expected to be expended. Each such
listing shall be supported by the bill, agreement' or other documentation
relating thereto, each of which shall be appended to the schedule as an
exhibit. In addition, before the Indemnitee may receive Advanced Amounts from
the Corporation, the Indemnitee shall provide to the Corporation (i) a written
affirmation of the Indemnitee's good faith belief that the applicable standard
of conduct required for indemnification by the Corporation has been satisfied
by the Indemnitee, and (ii) a written undertaking by or on behalf of the
Indemnitee to repay the Advanced Amount if it shall ultimately be determined
that the Indemnitee has not satisfied any applicable standard of conduct. The
written undertaking required from the Indemnitee shall be an unlimited general
obligation of the Indemnitee but need not be secured. The Corporation shall pay
to the Indemnitee all Advanced Amounts within twenty (20) days after receipt by
the Corporation of all information and documentation required to be provided by
the Indemnitee pursuant to this paragraph.

3

 4. Procedure for Payment of Indemnified Amounts.

     (a) To obtain indemnification under this Agreement, the Indemnitee shall
submit to the Corporation a written request for payment of the appropriate
Indemnified Amounts, including with such requests such documentation and
information as is reasonably available to the Indemnitee and reasonably
necessary to determine whether and to what extent the Indemnitee is entitled to
indemnification. The Secretary of the Corporation shall, promptly upon receipt
of such a request for indemnification, advise the Board of Directors in writing
that the Indemnitee has requested indemnification.

     (b) The Corporation shall pay the Indemnitee the appropriate Indemnified
Amounts unless it is established that the Indemnitee has not met any applicable
standard of conduct of the Express Permitted Indemnification Provisions. For
purposes of determining whether the Indemnitee is entitled to Indemnified
Amounts, in order to deny indemnification to the Indemnitee the Corporation has
the burden of proof in establishing that the Indemnitee did not meet the
applicable standard of conduct. In this regard, a termination of any Proceeding
by judgment, order or settlement does not create a presumption that the
Indemnitee did not meet the requisite standard of conduct; provided, however,
that the termination of any criminal proceeding by conviction, or a pleading of
nolo contendere or its equivalent, or an entry of an order of probation prior
to judgment, creates a rebuttable presumption that the Indemnitee did not meet
the applicable standard of conduct.

     (c) Any determination that the Indemnitee has not met the applicable
standard Of conduct required to qualify for indemnification shall be made (i)
either by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties of such action, suit or proceeding; or (ii) by
independent legal counsel (who may be the outside counsel regularly employed by
the Corporation); provided that the manner in which (and, if applicable, the
counsel by which) the right to indemnification is to be determined shall be
approved in advance in writing by both the highest ranking executive officer of
the Corporation who is not party to such action (sometimes hereinafter referred
to as "Senior Officer") and by the Indemnitee. In the event that such parties
are unable to agree on the manner in which any such determination is to be
made, such determination shall be made by independent legal counsel retained by
the Corporation especially for such purpose, provided that such counsel be
approved in advance in writing by both the said Senior Officer and Indemnitee
and provided further, that such counsel shall not be outside counsel regularly
employed by the Corporation. The fees and expenses of counsel in connection
with making said determination contemplated thereunder shall be paid by the
Corporation, and, if requested by such counsel, the Corporation shall give such
counsel an appropriate written agreement with respect to the payment of their
fees and expenses and such other matters as may be reasonably requested by
counsel.

4

     (d) The Corporation will use its best efforts to conclude as soon as
practicable any required determination pursuant to subparagraph (c) above and
promptly will advise the Indemnitee in writing with respect to any
determination that the Indemnitee is or is not entitled to indemnification,
including a description of any reason or basis for which indemnification has
been denied. Payment of any applicable Indemnified Amounts will be made to the
Indemnitee within ten (10) days after any determination of the Indemnitee's
entitlement to indemnification.

     (e) Notwithstanding the foregoing, Indemnitee may, at any time after sixty
(60) days after a claim for Indemnified Amounts has been filed with the
Corporation (or upon receipt of written notice that a claim for Indemnified
Amounts has been rejected, if earlier) and before three (3) years after a claim
for Indemnified Amounts has been filed, petition a court of competent
jurisdiction to determine whether the Indemnitee is entitled to indemnification
under the provisions of this Agreement, and such court shall thereupon have the
exclusive authority to make such determination unless and until such court
dismisses or otherwise terminates such action without having made such
determination. The court shall, as petitioned, make an independent
determination of whether the Indemnitee is entitled to indemnification as
provided under this Agreement, irrespective of any prior determination made by
the Board of Directors or independent counsel. If the court shall determine
that the Indemnitee is entitled to indemnification as to any claim, issue or
matter involved in the Proceeding with respect to which there has been no prior
determination pursuant to this Agreement or with respect to which there has
been a prior determination that the Indemnitee was not entitled to
indemnification hereunder, the Corporation shall pay all expenses (including
attorneys' fees and disbursements) actually incurred by the Indemnitee in
connection with such judicial determination.

5. Agreement Not Exclusive; Subrogation Rights, etc.

     (a) This Agreement shall not be deemed exclusive of and shall not diminish
any other rights the Indemnitee may have to be indemnified or insured or
otherwise protected against any liability, loss, or expense by the Corporation,
any subsidiary of the Corporation, or any other person or entity under any
charter, bylaws, law, agreement, policy of insurance or similar protection,
vote of stockholders or directors, disinterested or not, or otherwise, whether
or not now in effect, both as to actions in the Indemnitee's official capacity,
and as to actions in another capacity while holding such office. The
Corporation's obligations to make payments of Indemnified Amounts hereunder
shall be satisfied to the extent that payments with respect to the same
Proceeding (or part thereof) have been made to or for the benefit of the
Indemnitee by reason of the indemnification of the Indemnitee pursuant to any
other arrangement made by the Corporation for the benefit of the Indemnitee;
provided, however, that in no event shall the Indemnitee be required to
maintain any other such arrangement or request payment pursuant to any other
such arrangement before seeking to be indemnified hereunder.

5

     (b) In the event the Indemnitee shall receive payment from any insurance
carrier or from the plaintiff in any Proceeding against such Indemnitee in
respect of Indemnified Amounts after payments on account of all or part of such
Indemnified Amounts have been made by the Corporation pursuant hereto, such
Indemnitee shall promptly reimburse to the Corporation the amount, if any, by
which the sum of such payment by such insurance carrier or such plaintiff and
payments by the Corporation or pursuant to arrangements made by the Corporation
to Indemnitee exceeds such Indemnified Amounts; provided, however, that such
portions, if any, of such insurance proceeds that are required to be reimbursed
to the insurance carrier under the terms of its insurance policy, such as
deductible or co-insurance payments, shall not be deemed to be payments to the
Indemnitee hereunder. In addition, upon payment of Indemnified Amounts
hereunder, the Corporation shall be subrogated to the rights of Indemnitee
receiving such payments (to the extent thereof against any insurance carrier
(to the extent permitted under such insurance policies) or plaintiff in respect
of such Indemnified Amounts and the Indemnitee shall execute and deliver any
and all instruments and documents and perform any and all other acts or deeds
which the Corporation deems necessary or advisable to secure such rights. Such
right of subrogation shall be terminated upon receipt by the Corporation of the
amount to be reimbursed by the Indemnitee pursuant to the first sentence of
this paragraph.

     6. Insurance Coverage. In the event that the Corporation maintains
directors and officers liability insurance to protect itself and any director
or officer of the Corporation against any expense, liability or loss, such
insurance shall cover the Indemnitee to at least the same extent as any other
director or officer of the Corporation.

     7. Establishment of Trust. In the event of a potential business
combination or change in control (as contemplated by Article Eighth (a)(4) of
the Charter of the Corporation) (collectively, a "Change in Control"), the
Corporation shall, upon written request by Indemnitee, create a trust (the
"Trust") for the benefit of the Indemnitee and from time to time upon written
request of Indemnitee shall fund the Trust in an amount sufficient to satisfy
any and all Indemnified Amounts (including, Advanced Amounts) which are
actually paid (but not as yet reimbursed) or which Indemnitee reasonably
determines from time to time may be payable by the Corporation under this
Agreement. The amount or amounts to be deposited in the Trust pursuant to the
foregoing funding obligation shall be determined by the independent legal
counsel appointed under Section 4 hereof. The terms of the Trust shall provide
that following its establishment: (i) the Trust shall not be revoked or the
principal thereof invaded without the written consent of the Indemnitee; (ii)
the trustee of the Trust shall advance, within twenty (20) days of a request by
the Indemnitee, any and all Advanced Amounts to the Indemnitee (and the
Indemnitee hereby agrees to reimburse the Trust under the circumstances under
which the Indemnitee would be required to reimburse the Corporation under
Section 3(b)(ii) hereof; (iii) the Corporation shall continue to fund the Trust
from time to time in accordance with the funding obligations set forth above;
(iv) the trustee of the Trust shall promptly pay to the Indemnitee all

6

 Indemnified Amounts for which the Indemnitee shall be entitled to
indemnification pursuant to this Agreement; and (v) all unexpended funds in the
Trust shall revert to the Corporation upon a final determination by a court of
competent jurisdiction in a final decision from which there is no further right
of appeal that the Indemnitee has been fully Indemnified under the terms of
this Agreement. The Trustee of the Trust shall be chosen by the Indemnitee.

     8. Continuation of Indemnity. All agreements and obligations of the
Corporation contained herein shall continue during the period Indemnitee is a
director or officer, as the case may be, of the Corporation (or is serving at
the request of the Corporation as an Affiliate Indemnitee) and shall continue
thereafter so long as Indemnitee shall be subject to any possible Proceeding by
reason of the fact that Indemnitee was a director or officer of the Corporation
or was serving in any other capacity referred to herein.

     9. Successors: Binding Agreement. This Agreement shall be binding on and
shall inure to the benefit of and be enforceable by the Corporation's
successors and assigns and by the Indemnitee's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees, and legatees. The Corporation shall require any successor or assignee
(whether direct or indirect, by purchase, merger, consolidation, or otherwise)
to all or substantially all of the business and/or assets of the Corporation,
by written agreement in form and substance reasonably satisfactory to the
Corporation and to the Indemnitee, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the Corporation
would be required to perform if no such succession or assignment had taken
place.

     10. Enforcement. The Corporation has entered into this Agreement and
assumed the obligations imposed on the Corporation hereby in order to induce
the Indemnitee to act as a director or officer, as the case may be, of the
Corporation, and acknowledges that the Indemnitee is relying upon this
Agreement in continuing in such capacity. In the event the Indemnitee is
required to bring any action to enforce rights or to collect moneys due under
this Agreement and is successful in such action, the Corporation shall
reimburse Indemnitee for all of the Indemnitee's fees and expenses (including
attorney's fees and expenses) in bringing and pursuing such action. The
Indemnitee shall be entitled to the advancement of Indemnified Amounts to the
full extent contemplated by Section 3 hereof in connection with such
proceeding.

     11. Separability. Each of the provisions of this Agreement is a separate
and distinct agreement independent of the others, so that if any provision
hereof shall be held to be invalid or unenforceable for any reason, such
invalidity or unenforceability shall not affect the validity or enforceability
of the other provisions hereof, which other provisions shall remain in full
force and effect.

     12. Miscellaneous. No provision of this Agreement may be modified, waived,
or discharged unless such modification waiver, or discharge is agreed to in
writing signed by

7

 Indemnitee and either the Chairman of the Board or the President of the
Corporation or another officer of the Corporation specifically designated by
the Board of Directors. No waiver by either party at any time of any breach by
the other party of, or of compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same time or at any prior
or subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party which are not set forth expressly in this Agreement. The validity,
interpretation, construction, and performance of this Agreement shall be
governed by the laws of the State of Maryland, without giving effect to the
principles of conflicts of laws thereof The Indemnitee may bring an action
seeking resolution of disputes or controversies arising under or in any way
related to this Agreement in the state or federal court jurisdiction in which
Indemnitee resides or in which his or her place of business is located, and in
any related appellate courts, and the Corporation consents to the jurisdiction
of such courts and to such venue.

     13. Notices. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, as follows:

If to Indemnitee:

M. Denise DeBartolo York
7620 Market Street
Youngstown, OH 44513

If to Corporation:

Simon DeBartolo Group, Inc.
115 West Washington Street, Suite 15 East
Indianapolis, IN 46204
Facsimile: (317) 685-7221
Attention: Chief Executive Officer

or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

     14. Counterparts. This Agreement 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 and the same instrument.

===============================================================================
EXHIBIT 10.56
==============
                             CONTRIBUTION AGREEMENT

     CONTRIBUTION AGREEMENT, dated as of June 25, 1996 (the "Agreement"), by
and among DeBartolo Realty Corporation, an Ohio corporation ("DeBartolo"), as
the general partner of DeBartolo Realty Partnership, L.P., a Delaware limited
partnership ("DRP"), and, after the consummation of the transactions
contemplated hereby and by the Merger Agreement referred to below, as a general
partner of SDG (as hereinafter defined) (DRP simultaneously herewith will
change its name to Simon DeBartolo Group, L.P. ("SDG"), Simon Property Group,
Inc., a Maryland corporation ("Simon"), in its individual capacity and as the
general partner of Simon Property Group, L.P., a Delaware limited partnership
("SPG L.P."), and the limited partners of SPG L.P. listed on Schedule A (as
supplemented from time to time pursuant to Section 1.2(c) hereof) hereto
("Simon", and, together with Simon, the "Subscribers") .

                                   RECITALS

     (a) Simultaneously with the consummation of the merger of Day Acquisition
Corp. ("Subco") with and into DeBartolo (the "Merger") and the other
transactions contemplated by the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of March 26, 1996, among Simon, Subco and DeBartolo, each
Subscriber shall contribute to SDG, and SDG shall accept from each such
Subscriber, certain of its respective interests in SPG L.P. (collectively, the
"Simon Interests") specified pursuant to Recital (b) below, and in
consideration for such contributions by each Subscriber, and in exchange
therefor, SDG shall issue to each Subscriber, and each Subscriber shall receive
from SDG, certain partnership ' interests in SDG ("Units").

      (b) Each Subscriber shall contribute to SDG, and SDG shall accept from
each such Subscriber, the Simon Interests set forth opposite the name of each
such Subscriber on Schedule B hereto (as supplemented from time to time
pursuant to Section 1.2(c) hereof). SDG shall issue to each Subscriber, and
such Subscriber shall receive from SDG, the number of Units set forth opposite
the name of each such Subscriber on Schedule C hereto (as supplemented from
time to time pursuant to Section 1.2(c) hereof).

     (c) In order to consummate the transactions contemplated by this Agreement
at the Closing (as hereinafter defined), (i) the Fourth Amended and Restated
Agreement of Limited Partnership of DRP, dated as of April 21, 1994 as
heretofore amended (the "DeBartolo Partnership Agreement"), which, among other
things, will change the name of DRP to "Simon DeBartolo Group, L.P.," shall be
amended and restated substantially in the form attached hereto as Annex A (the
"New SDG Partnership Agreement"), and (ii) the Second Amended and Restated
Agreement of Limited Partnership of SPG L.P., dated as of' December 30, 1995
(the "Old SPG Partnership Agreement"), shall be amended and restated
substantially in the form attached hereto as Annex B (the "New SPG Partnership
Agreement").

     (d) Capitalized terms used but not defined herein shall have the
respective meanings ascribed to such terms in the Merger Agreement.

     NOW THEREFORE, in consideration of the mutual agreements contained herein,
the parties hereby agree as follows:

                                   SECTION 1
                                       
                      CONTRIBUTION AND EXCHANGE; CLOSING

     1.1 Contribution and Exchange. Subject to the receipt of the consents
specified on Schedule D hereto prior to the Closing in form and substance
satisfactory to DeBartolo and Simon, upon the terms and subject to the other
conditions of this Agreement, each Subscriber shall contribute to SDG, and SDG
shall accept from each such Subscriber, its respective Simon Interests, as set
forth opposite the name of each such Subscriber on Schedule B hereto." SDG
shall issue to each Subscriber, and each Subscriber shall receive from SDG, the
number of Units set forth opposite the name of each such Subscriber on Schedule
C hereto' Each of SDG and SPG L.P. shall make a cash flow distribution to their
respective partners, the record date for which shall be the close of business
on the last day prior to the

____________________

1/   Schedule B sets forth (i) the limited partner interest of each SPG L.P.
Limited   Partner in SPG L.P. being transferred to SDG and (ii) with respect to
Simon's general     partner   interest in SPG L.P. being transferred to SDG,
units representing 10.5% of   the total outstanding units in SPG L.P. P1~ the
assignment of 49.5% of the interest in  the profits of SPG L.P.

2/   Schedule C sets forth the Units being issued to each SPG L.P. Limited
Partner in     SDG as well as the non managing general partner interest being
issued to Simon in  SDG. It is anticipated that subsequent to the first
anniversary of the Closing, Simon  will transfer to SDG for no additional
consideration, all of its remaining economic      interest in SPG L.P. other
than units constituting 1% of the total issued and     outstanding units in SPG
L.P. It is also anticipated that 13 months after the Closing,    all Preferred
Units owned by Simon will be transferred to SDG in exchange for the   same
number of Preferred Units in SDG. Effective Time. The amount of each such
distribution shall be equal to the amount of each partnership's most recent
prior cash     flow distribution, multiplied by the number of days elapsed
since the record date for     such prior distribution through and including the
Effective Time and divided by 91,  which distribution shall constitute the only
cash flow distribution to be paid in    respect of the period from such prior
record date through and including the Effective   Time. Such distributions
shall be paid in accordance with the respective past   practices of the
partnerships.

     1.2 The Closing. The closing for the contribution of Simon Interests in
exchange for Units as provided for hereunder (the "Closing") shall take place
concurrently with the consummation of the Merger at the offices of Paul, Weiss,
Rifkind, Wharton & Garrison, 1285 Avenue of the Americas, New York, New York.
At the Closing:

     (a) Each Subscriber shall deliver to SDG such good and sufficient
instruments of conveyance and assignment as SDG and its counsel shall deem
reasonably necessary or appropriate to vest in SDG good title in and to the
Simon Interests, respectively owned by each such Subscriber, free and clear of
all Liens.

     (b) Simon, as the general partner of SPG L.P., DeBartolo, as the managing
general partner of SDG, and, to the extent necessary, existing limited partners
of SPG L.P. shall deliver a duly executed counterpart of the New SPG
Partnership Agreement, pursuant to which (i) SDG agrees to be bound by the
terms and conditions of the New SDG Partnership Agreement, and (ii) SDG becomes
a limited partner of SPG L.P.

     (c) The New SDG Partnership Agreement shall be executed and delivered by
(i) DeBartolo, as managing general partner of SDG, (ii) the Simon Limited
Partners who become limited partners of SDG (to the extent their- signatures
are required), (iii) Simon, as non-managing general partner of SDG, and (iv) by
existing partners of SDG to the extent required, but in any event, at least a
Majority in-Interest (as such terms is defined in the DeBartolo Partnership
Agreement) of the limited partners of DRP. In this connection, it is
anticipated that other limited partners of SPG L.P. will execute contribution
agreements substantially in the form hereof and that at the Closing, Units will
be issued to such other limited partners of SPG L.P. in exchange for their
respective limited partnership units in SPG L.P. in the same ratio as Units are
being issued to the Simon Limited Partners hereunder. Simon shall provide from
time to time modified Schedules A, B, C, E and F to reflect the execution and
delivery from time to time of additional contribution agreements, whereupon
such holders of interests in SPG L.P. shall become SDG Limited Partners for the
purposes hereof. Each such additional contribution agreement shall be deemed to
constitute a counterpart pursuant to Section 6.7 below. Not less than ten
business days prior to the Closing, Simon shall deliver to DeBartolo, SDG and
SPG L.P. a final, accurate composite of all counterpart contribution agreements
signed by all of the Simon Limited Partners who have signed contribution
agreements together with the final forms of Schedules A, B, C, E and F
reflecting all of the Simon Limited Partners that have signed Contribution
Agreements, the aggregate Simon Interests to be exchanged by such Simon Limited
Partners and other aggregate information called for by said Schedules. To the
extent such composite Contribution Agreement only reflects the information
called for by the preceding sentence, it shall not be deemed to constitute an
amendment, waiver or modification of this Agreement for the purposes of Section
6.5 below.

     (d) Any other documents or agreements required to admit the Subscribers as
partners of SDG shall be executed and delivered as necessary.
                                       
                                   SECTION 2
                                       
                REPRESENTATION AND WARRANTIES; INDEMNIFICATION

     2.1 Representations and Warranties of SDG. SDG represents and warrants to
each Subscriber that:

     (a) Due Organization and Good Standing. SDG is a limited partnership duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization and has the requisite power and authority to carry
on its business as now being conducted. SDG is duly qualified or licensed to do
business and is in good standing in each jurisdiction in which the nature of
its business or the ownership or leasing of its properties makes such
qualification or licensing necessary, other than in such jurisdictions where
the failure to be so qualified or licensed, individually or in the aggregate,
would not have a material adverse effect on the business, financial condition
or results of operations of SDG or on the ability of SDG to consummate the
transactions contemplated in this Agreement. The DeBartolo Partnership
Agreement, a copy of which has been delivered to Simon, as general partner of
SPG L.P., has not been amended or modified (except as permitted by the Merger
Agreement), annulled, rescinded or revoked since such delivery, and is in full
force and effect as of the date hereof; it being understood by the parties
hereto that upon the Closing, the DeBartolo Partnership Agreement shall be
amended and restated and the agreements and relationships among the partners of
SDG shall thereafter be governed by the New SDG Partnership Agreement.


     (b) Authorization and Validity of Agreement. SDG has the requisite
partnership power and authority to enter into this Agreement and consummate the
transactions contemplated thereby. The execution, delivery and performance of
this Agreement by SDG and the consummation by SDG of the transactions
contemplated hereby have been duly authorized on behalf of SDG by DeBartolo, as
the general partner of SDG. This Agreement has been duly authorized, executed
and delivered by DeBartolo, as the general partner of SDG, and, subject to the
consent of certain limited partners of SDG as required by the DeBartolo
Partnership Agreement (the "S-D Consent"), it constitutes a legal, valid and
binding obligation of SDG, enforceable against SDG in accordance with its
terms, except that (i) such enforcement may be subject to bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or similar laws
at the time in effect affecting the enforceability of rights of creditors and
(ii) the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the discretion of
the court before which any proceeding therefor may be brought.

     (c) Non-Contravention. The execution, delivery and performance by SDG of
this Agreement and the issuance of the Units pursuant to the New SDG
Partnership Agreement do not and will not (i) subject to the obtaining of the S-
D Consent, contravene or conflict with the DeBartolo Partnership Agreement or
the New SDG Partnership Agreement, (ii) contravene or conflict with or
constitute a violation of any provision of any Laws binding upon or applicable
to SDG, (iii) require any consent, approval or other action by any Governmental
Entity or any other person other than those consents or approvals set forth on
Schedule D hereto, (iv) constitute a default under or give rise to any right of
termination, cancellation or acceleration of any right or obligation of SDG
under any provision of any agreement, contract, indenture, lease or other
instrument binding upon SDG or any license, franchise, permit or other similar
authorization held by SDG or by which any of SDG's assets may be bound or (v)
result in the creation or imposition of any Liens on SDG; provided, however, it
is understood that the right of SDG to execute, deliver and perform this
Agreement may be deemed to require the consents set forth on Schedule D hereto.

     (d) Litigation. There are no pending actions, suits or proceedings pending
or, to the knowledge of DRP, threatened in writing, against or affecting DRP or
any of its properties, assets or operations, or with respect to which DRP is
responsible by way of indemnity or otherwise that could, individually or in the
aggregate, reasonably be likely to have a material adverse effect.

     (e) Units Issued Free and Clear of Liens. All of the Units required to be
issued to each Subscriber pursuant to this Agreement shall be validly issued
free and clear of any Liens, and each Subscriber shall have all of its
respective rights and privileges as provided in the New SDG Partnership
Agreement.

     (f) Capitalization. Following the consummation of the transactions
contemplated in this Agreement, the number of Units held by each partner of SDG
shall be calculated as set forth on Schedule E hereto and the results of such
calculation shall be set forth on Exhibit A to the New SDG Partnership
Agreement.

     (g) SEC Documents. The Annual Report on Form 10-K of DeBartolo for the
year ended December 31, 1995 as filed with the SEC, a copy of which has been
delivered to each Subscriber, contains no untrue statement of material fact and
does not omit to state any fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading.

     2.2 Representations and Warranties of Simon

          (a) SEC Documents. The Annual Report on Form 10-K of Simon for the
year ended December 31, 1995 as filed with the SEC, a copy of which has been
delivered to SDG, contains no untrue statement of material fact and does not
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading.

     2.3 Representations and Warranties of Each Subscriber that Is Not a
Natural Person. Each Subscriber which is not a natural person represents and
warrants to SDG and DeBartolo, as general partner of SDG, and to each other
Subscriber that:

          (a) it is an organization duly organized and validly existing in good
standing under the laws of its jurisdiction of organization and

          (b) the execution, delivery and performance by such Subscriber of
this Agreement and the New SDG Partnership Agreement (i) are within its power
and authority and do not and will not contravene or conflict with the
certificate or articles of incorporation, by-laws, partnership agreement or
other organizational or governance documents of such Subscriber and (ii) have
been duly authorized by all necessary action by such Subscriber.

     2.4 Representations and Warranties of All Subscribers. Each Subscriber
represents and warrants to SDG and to each other Subscriber as follows:

          (a) Authorization and Validity of Agreement. This Agreement has been
duly executed and delivered by such Subscriber and constitutes a legal, valid
and binding obligation of such Subscriber, enforceable against such Subscriber
in accordance with its terms and the New SDG Partnership Agreement shall be
duly executed and delivered by such Subscriber and shall constitute legal,
valid and binding obligations of such Subscriber, enforceable against such
Subscriber in accordance with its terms, except in each case that (i) such
enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or similar laws at the time in effect
affecting the enforceability of rights of creditors and (ii) the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought.

          (b) Non-Contravention. The execution, delivery and performance by
such Subscriber of this Agreement and the New SDG Partnership Agreement and the
consummation of the transactions contemplated herein and therein by such
Subscriber do not and will not (i) contravene or conflict with or constitute a
violation of any provision of any Laws binding upon or applicable to such
Subscriber, (ii) require any consent, approval or other action by any
Governmental Entity or any other person other than those consents or approvals
as set forth on Schedule F, or (iii) result in the creation or imposition of
any Lien on any of the Simon Interests held by such Subscriber.

          (c) Litigation. There are no pending actions, suits or proceedings
pending or, to the knowledge of such Subscriber, threatened in writing, against
or affecting such Subscriber or any of its properties, assets or operations; or
with respect to which such Subscriber is responsible by way of indemnity or
otherwise that could or in any way limit the ability of such Subscriber to
consummate the transaction contemplated hereby.

          (d) Access to Information.  Such Subscriber acknowledges that it or
its representative or agent (i) has been given full and complete access to SDG
in connection with this Agreement and the transactions contemplated hereby,
(ii) has had the opportunity to review all documents relevant to its decision
to enter into this Agreement and (iii) has had the opportunity to ask questions
of SDG and its management concerning its investment in SDG and the transactions
contemplated hereby.

          (e) Investment Intent of Each Subscriber.  Such Subscriber
acknowledges that it understands that the Units to be issued to such Subscriber
in exchange for the Simon Interests to be contributed by Subscriber as provided
herein (i) shall not be registered under the Securities Act in reliance upon
the exemption afforded by Section 4(2) thereof for transactions by an issuer
not involving any public offering and (ii) shall not be registered or qualified
under any applicable state securities laws. Such Subscriber represents that (i)
it is acquiring such Units for investment only and without any view toward
distribution thereof and it shall not sell or otherwise dispose of such Units
except in compliance with the registration requirements or exemption provisions
of any applicable federal or state securities laws and in accordance with the
terms of such securities contained in the New SDG Partnership Agreement, as
amended, (ii) its economic circumstances are such that it is able to bear all
risks of the investment in the Units for an indefinite period of time,
including the risk of a complete loss of its investment in the Units, (iii) it
has knowledge and experience in financial and business matters sufficient to
evaluate the risks of investment in the Units and (iv) it has consulted with
its own counsel and tax advisor, to the extent deemed necessary by it, as to
all legal and taxation matters covered by this Agreement and has not relied
upon DRP, DeBartolo, Simon or any of their respective affiliates, officers and
representatives for any explanation of the application of the various federal
or state securities laws or tax laws with regard to its acquisition of the
Units. Such Subscriber further acknowledges and represents that it has made its
own independent investigation of SDG and the business proposed to be conducted
by SDG, and that any information relating thereto furnished to such Subscriber
was supplied by or on behalf of SDG.

          (f) Ownership and Encumbrance of the Assets.

               (i) Such Subscriber has all right, title and interest in the
respective Simon Interests to be contributed to SDG by it free and clear of any
Liens. Except as disclosed on Schedule G, such Subscriber has not granted any
rights, options or rights of first refusal, or entered into any agreements of
any kind that are currently in effect or that have not been waived, to purchase
or otherwise acquire such Simon Interests, or any part thereof or any interest
therein, except the rights of SDG under this Agreement.

               (ii) Upon consummation of the Closing, SDG shall be the legal
owner of the Simon Interests delivered by each such Subscriber free and clear
of all Liens.

          (g) Advisors. Such Subscriber has consulted with its own counsel and
tax advisor, to the extent such Subscriber deemed necessary, as to the legal
and taxation matters associated with this Agreement and the transactions
contemplated hereby and has not relied upon DRP, DeBartolo, Simon or any of
their respective affiliates, officers and representatives for any explanation
of the application of federal or state securities or tax laws with regard to
its contribution of the Simon Interests or its receipt of the Units pursuant to
the terms hereof.

     2.5 Indemnification. Each Subscriber shall, subject to the limitations
hereinafter set forth, indemnify and hold SDG and its partners free and
harmless of and from any claim, loss, damage, expense, cost or liability
(including, without limitation, reasonable attorneys' fees and disbursements)
resulting from its respective breach of any representation or warranty in made
by it in Sections 2.3 and 2.4. SDG shall, subject to the limitations
hereinafter set forth, indemnify and hold each Subscriber, and its partners,
officers and directors (if applicable), free and harmless of and from any
claim, loss, damage, expense, cost or liability (including without limitation,
reasonable attorneys' fees and disbursements) resulting from a breach of any
representation and warranty in Section 2.1. Simon shall, subject to the
limitations hereinafter set forth, indemnify and hold SDG and its partners free
and harmless of and from any claim, loss, damage, expense, cost or liability
(including, without limitation, reasonable attorneys' fees and disbursements)
resulting from a breach of any representation or warranty in Section 2.2. SPG
L.P. shall, subject to the limitations hereinafter set forth, indemnify and
hold SDG and its partners free and harmless of and from any claim, loss,
damage, expense, cost or liability (including, without limitation, reasonable
attorneys' fees and disbursements) resulting from a breach of any
representation or warranty in Section 2.3. Notwithstanding anything to the
contrary contained herein, (i) in no event shall the amount that SDG may
recover against any Subscriber or that any Subscriber may recover against SDG
under or in respect of this Section 2.5 for a breach of any representation or
warranty in Sections 2.2, 2.4 or 2.5 hereof exceed the fair market value of the
Units issued to such Subscriber, (ii) all obligations and liabilities of each
Subscriber under this Agreement are enforceable solely against such
Subscriber's Units and not against any of such Subscriber's other assets, any
other Subscriber or any assets of any other Subscriber.

     2.6 Transfer Taxes. SDG shall be solely responsible for the payment of any
transfer taxes or similar charges imposed by any state, county or municipality
in which any of the Simon Interests is located in connection with the
contribution of the Simon Interests to SDG. Also at the Closing, and in
addition to the delivery of any documents required to be delivered in
connection therewith, each Subscriber and SDG shall execute, acknowledge and
deliver such returns, questionnaires, certificates, affidavits, declarations
and other documents which may be required in connection with the sales taxes
and other taxes, fees or charges imposed by any governmental agency in
connection with the transactions contemplated hereby, and shall complete, sign
and swear to the same as may be necessary.

                                   SECTION 3
                                       
                             CONDITIONS TO CLOSING

     3.1 Conditions to Obligations of All Parties. The obligations of DRP and
each Subscriber to consummate the Closing are subject to the simultaneous
consummation of the Merger, the simultaneous execution and delivery of the New
SDG Partnership Agreement (by DeBartolo, as managing general partner of SDG,
Simon, as non-managing general partner of SDG, and to the extent required by
those limited partners of SPG L.P. who become limited partners of SDG pursuant
to the performance of this Agreement and the other Contribution Agreements) and
to the simultaneous execution and delivery of the New SPG Partnership
Agreement.

     3.2 Conditions to Obligations of SDG. The obligations of DRP to consummate
the Closing with respect to a particular Subscriber is subject to the
satisfaction of the further conditions that: (i) the representations and
warranties of such Subscriber as set forth herein shall be true and correct as
of the Closing Date in all material respects with the same force and effect as
if made on the Closing Date, (ii) the SD Consent shall have been obtained and
(iii) each Subscriber shall have performed in all material respects all of its
obligations thereunder required to be performed by such Subscriber on or prior
to the Closing Date.

     3.3 Conditions to Obligations of Each Subscriber. The obligations of each
Subscriber to consummate the Closing is subject to the further conditions that:
(i) the representations and warranties of DRP set forth in this agreement shall
be true and correct in all material

respects as of the Closing Date as though made on the Closing Date, (ii) DRP
shall have performed in all material respects all of its obligations thereunder
required to be performed by DRP at or prior to the Closing Date, (iii) the
requisite partners of DRP shall have consented the execution and delivery of
the New SDG Partnership Agreement and to the extent required shall have
executed and delivered counterparts of the. New SDG Partnership Agreement at
the Closing and (iv) each consent set forth opposite the name of each
Subscriber on Schedule F shall have been obtained.


                                   SECTION 4
                                       
                                   COVENANTS

     4.1 Further Assurances. SDG and each Subscriber agree, 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 of them may reasonably request in order to carry out the
intents and purposes of this Agreement. The provisions of this Section 4 shall
survive the Closing.


                                   SECTION 5
                                       
                             CONSENTS TO TRANSFER

     5.1 Consent of Simon Limited Partners. Pursuant to Section 9.1 of the Old
SPG Partnership Agreement, the Simon Limited Partners who are parties hereto
hereby (i) consent to the contribution to SDG of the Simon Interests of Simon
as provided herein and (ii) consents to the admission of SDG as a special
limited partner of SPG L.P. pursuant to the Partnership Agreement.

     5.2 Consent of Simon. Pursuant to Section 9.2 of the Old SPG Partnership
Agreement, Simon, as the general partner of SPG L.P., hereby (i) consents to
the contribution to SDG of the respective Simon Interests of each Simon Limited
Partner as provided herein and (ii) consents to the admission of SDG as a
limited partner of SPG L.P.

                                       
                                   SECTION 6
                                       
                                 MISCELLANEOUS

     6.1 Notices. All notices and other communications given or made under this
Agreement shall be in writing and shall be deemed to have been duly given or
made if delivered personally or sent by registered or certified mail (postage
prepaid, return receipt requested) or by telecopier (if written confirmation of
receipt is available and provided) to the parties at the following addresses:

          (a)  If to SPG to:

               Simon Realty Corporation
               Merchants Plaza
               115 West Washington Street, Suite 15 East
               Indianapolis, IN 46204

               Attention:     David Simon
                              James M. Barkley, Esq.
               Telecopy: (317) 685-7221

               With a copy to:
               Paul, Weiss, Rifkind, Wharton & Garrison
               1285 Avenue of the Americas
               New York, New York 10019-6064

               Attention:     Toby S. Myerson, Esq.
                         Edwin S. Maynard, Esq.
               Telecopy: (212) 757-3990

          (b) If to each Subscriber, to the address or telecopy number thereof
that each Subscriber shall have previously indicated in writing. or such other
addresses as shall be furnished by the parties hereto by like notice, and such
notice or communication shall be deemed to have been given or made as of the
date so delivered or made.

     6.2 Entire Agreement. This Agreement (together with each other
Contribution Agreement referred to in Section 1.2(c) above) constitutes the
entire agreement among the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings, oral and
written, among the parties hereto with respect to such subject matter.

     6.3 Binding Effect; Benefit. Subject to Section 6.4 hereof, this Agreement
shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns. Nothing in this Agreement,
expressed or implied, is intended to confer on any person other than the
parties hereto, and their respective successors and permitted assigns, any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.

     6.4 Assignability. This Agreement (a) shall not be assignable by SDG
without prior written consent of each Subscriber and (b) shall not be
assignable by any Subscriber without the prior written consent of SDG:

     6.5 Amendment; Waiver. No provision of this Agreement may be amended,
waived or otherwise modified except by an instrument in writing executed by the
parties hereto.

     6.6 Headings. The headings contained in this Agreement are for convenience
only and shall not affect the meaning or interpretation of this Agreement.

     6.7 Counterparts. This Agreement may be executed in any number of
counterparts, including those executed from time to time by the holders of
partnership interests in SPG L.P. referred to in Section 1.2(c) above each of
which shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument. Delivery of executed signature pages
by telecopier shall be acceptable evidence of delivery to the parties hereto.
Delivery of executed signature pages by telecopier shall be followed
immediately by delivery of the original signature
pages by overnight courier.

     6.8 Limitation of Liability. Any obligation or liability whatsoever of
either DeBartolo or Simon or any Subscriber which is a corporation or a
partnership 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 DeBartolo, Simon, SDG or any such other
corporation or partnership only. No such obligation or liability shall be
personally binding upon, nor shall resort for the enforcement thereof be had
to, any of DeBartolo, Simon or SDG's any such other corporation's or
partnership's directors, partners, shareholders, officers, employees, or
agents, regardless of whether such obligation or liability is in the nature of
contract, tort or otherwise.

     6.9 APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

                         DEBARTOLO REALTY PARTNERSHIP, L.P.
                         By:  DEBARTOLO REALTY CORPORATION,
                                 as General Partner

                              By:   /s/ Kim A Rieck___________________
                                   Name:  Kim A. Rieck
                                   Title:    Sr. Vice President


                         SIMON PROPERTY GROUP, INC.

                              By:      /s/ David Simon
                                   Name:  David Simon
                                   Title:    President


                         SUBSCRIBER:

                              By:  /s/  Stephen
                                   WRC Liminted Partnership
                                   420 E. 6th Street
                                   P. O. Box 1598
                                   Topeka, KS  66601

                              By:  /s/
                                   BNW-Rosemont Limited Partnership
                                   c/o Hawthorn Realty
                                   2 N. LaSalle Street
                                   Chicago, IL  60602

                              By:      /s/  D. Andrew Beal
                                   D. Andrew Beal
                                   15570 N. Dallas Parkway, Suite 902
                                   Dallas, TX  75248

                              By:     /s/ Donald E. Boelke
                                   Donald E. Boelke
                                   11134 Estancia Way
                                   Carmel, IN  46032




                              By:       /s/
                                   Brightwood Plaza, Inc.
                                   115 W. Washington Street
                                   Indianapolis, IN  46204

                              By:  /s/  Adrian F. Brown
                                   Adrian F. Brown
                                   4964 Jennings Drive
                                   Carmel, IN  46032

                              By:  /s/
                                   Cordish SPG Investments, LC
                                   c/o The Cordish Co.
                                   300 Water Street
                                   Baltimore, MD  21202

                              By:  /s/  S. Cody Engle
                                   Cody Engle
                                   610 W. Belden Avenue
                                   Chicago, IL  60614

                              By:  /s/
                                   Enterprise-Hutchinson Associates, L.P.
                                   c/o EDA Hutchinson, Inc.
                                   11  E. 44th Street, Suite 1700
                                   New York, NY  10017

                              By:  /s/
                                   Equity-Simon OP LP
                                   2 N. Riverside Plaza, Suite 600
                                   Chicago, IL  60606

                              By:  /s/  David N. Eskenazi
                                   David N. Eskenazi
                                   2220 N. Meridian Street
                                   Indianapolis, IN  46208

                              By:  /s/  Dori L. Eskenazi
                                   Dori L. Eskensazi
                                   2220 N. Meridian Street
                                   Indianapolis, IN  46208

                              By:  /s/  Sidney Eskenazi
                                   Sidney Eskenazi
                                   2220 N. Meridian Street
                                   Indianapolis, IN  46208
                              By:  /s/  Sandra A. Eskenazi
                                   Sandra A. Eskenazi
                                   2220 N. Meridian Street
                                   Indianapolis, IN  46208

                              By:  /s/  Randolph L. Foxworthy
                                   Randolph L. Foxworthy
                                   10565 Coppergate
                                   Carmel, IN  46032

                              By:  /s/  Ruth Freed
                                   Ruth Freed
                                   7564 Noel Road
                                   Indianapolis, IN  46278

                              By:  /s/  William J. Garvey
                                   William J. Garvey
                                   118 Laurelwood
                                   Carmel, IN  46032

                              By:  /s/  Jerome L. Gershman
                                   Jermome L. Gershman
                                   1062 Winterwood
                                   Carmel, IN  46032

                              By:  /s/  Arthur A. Greenberg
                                   Arthur A. Greenberg
                                   2 N. Riverside Plaza, Suite 600
                                   Chicago, IL  60606

                              By:  /s/  Lawrence Greenwald
                                   Lawrence Greenwald
                                   9220 Promentory Road
                                   Indianapolis, IN  46236

                              By:  /s/  Irving Katz
                                   Irving Katz
                                   10640 Winterwood
                                   Carmel, IN  46032

                              By:  /s/  Adele Kraft
                                   Adele Kraft, Trustee, under the Gerald
and Adele Kraft Living Trust, dated
7/31/91
                                   432 Pine Drive
                                   Indianapolis, IN  46260
                              By:  /s/  Gerald Kraft
Gearld Kraft, Trustee, under the Gerald                                    and
Adele Kraft Living Trust, dated                                       7/31/91
                                   432 Pine Drive
                                   Indianapolis, IN  46260

                              By:  /s/  James P. Lee
                                   James P. Lee
                                   4567 William Penn Place
                                   Indianapolis, IN  46256

                              By:  /s/  Peter K. Leeds
                                   Peter K. Leeds
                                   9802 Summerlakes Drive
                                   Carmel, IN  46032

                              By:  /s/  Charles Leibler
                                   Charles Leibler
                                   21 Hawthorne Way
                                   Hartsdale, NY  10530

                              By:  /s/  T. Barrett Lindsey
                                   T. Barrett Lindsey Trust
                                   3536 Twin Lake Ridge
                                   Westlake Village, CA  91361

                              By:  /s/  Sheli Z. Rosenberg
                                   Sheli Z. Rosenberg
                                   2 N. Riverside Plaza, Suite 600
                                   Chicago, IL  60606

                              By:  /s/  Sandord Shkolnik
                                   Sanford Shkolnik
                                   2 N. Riverside Plaza, Suite 600
                                   Chicago, IL  60606

                              By:  /s/  Gerald Spector
                                   Gerald Spector
                                   2 N. Riverside Plaza, Suite 600
                                   Chicago, IL  60606

                              By:  /s/  Leonard J. Weinman
                                   Leonard J. Weinman
                                   449 Bent Tree Lane
                                   Indianapolis, IN  46620

                              By:  /s/  Carroll Weisiger
                                   Carroll Weisiger
                                   832 Wedgewood Lane
                                   Carmel, IN  46033



                                                       Schedule B

                      SIMON INTERESTS OF EACH SUBSCRIBER
                                       
                               LIMITED PARTNERS
                                       

LIST OF SUBSCRIBERS                     SIMON INTEREST
                                          (number of units)

1.   Mr. Donald Boelke                              32,571
2.   Mr. Adrian F. Brown                              2,022
3.   Mr. Randolph L. Foxworthy                           71,463
4.   Mr. William J. Garvey                               21,200
5.   Mr. Jerome L. Gershman                       158,611
6.   Mr. Lawrence Greenwald                         23,056
7.   Mr. Irving Katz                                67,957
8.   Mrs. Adele Kraft                                 9,798
9.   Mr. Gerald Kraft                             220,225
10.  Mr. James P. Lee                               10,054
11.  Mr. Peter K. Leeds                              5,303
12.  T. Barrett Lindsey Trust                       16,301
13.  Mrs. Ruth Freed                              170,143
14.  Mr. Leonard J. Weinman                         28,539
15.  Mr. Carroll Weisiger                                10,578
16.  Enterprise-Hutchinson Associates, L. P.             89,888
     L.P., a Kansas Limited Partnership
17.  Mr. D. Andrew Beal                           217,416
18.  Mr. Sidney Eskenazi                            19,011
19.  Ms. Dori L. Eskenazi                                11,236
20.  Ms. Sandra A. Eskenazi                         11,236
21.  Mr. David N. Eskenazi                               11,236
22.  Brightwood Plaza, Inc.                              20,225
     an Indiana Corporation
23.  WRC Limited Partnership                        29,213            a Kansas
Limited Partnership
24.  Cordish SPG Investments, LC                         44,944
     a Maryland Limited Liability Company
25.  BNW-Rosemont Limited Partnership                      4,494
     an Illinois Limited Partnership
26.  Mr. S. Cody Engle                               2,120
27.  Mr. Arthur A. Greenberg                         2,120
28.  Mr. Charles Leibler                             3,181
29.  Ms. Sheli Z. Rosenberg                          2,120
30.  Mr. Sanford Shkolnik                                 4,241
31.  Mr. Gerald Spector                              2,120
32.  Equity-Simon OP LP                           195,153



Schedule C

            UNITS OF EACH SUBSCRIBER IN SIMON DeBARTOLO GROUP. L.P.

                                     UNITS

NAME OF SUBSCRIBER                      NUMBER OF UNITS

Donald E. Boelke                                    32,571
Adrian F. Brown                                       2,022
Randolph L. Foxworthy                               71,463
William J. Garvey                                   21,200
Jerome L. Gershman                                158,611
Lawrence Greenwald                                  23,056
Irving Katz                                         67,957
Adele Kraft                                           9,798
Gerald Kraft                                      220,225
James P. Lee                                        10,054
Peter K. Leeds                                        5,303
T. Barrett Lindsey Trust                            16,301
Ruth Freed                                        170,143
Leonard J. Weinman                                  28,539
Carroll Weisiger                                    10,578
D. Andrew Beal                                 19,011
Sidney D. Eskenazi                                  11,236
Dori L. Eskenazi                                    11,236
David N. Eskenazi                                   11,236
Brightwood Plaza, Inc., an Indiana Corporation                20,225
WRC Limited Partnership, a Kansas Limited Partnership         29,213
Cordish SPG Investments, LC,                        44,944
a Maryland Limited Liability Company
BNW-Rosemont Limited Partnership,                          4,494
an Illinois Limited Partnership
S. Cody Engle                                         2,120
Arthur A. Greenberg                                   2,120
Charles Leibler                                            3,181
Sheli Z. Rosenberg                                    2,120
Sanford Shkolnik                                      4,241
Gerald Spector                                        2,120
Equity-Simon OP LP                                195,153


 Schedule D

Required Consents of SDG

     1. Consent required pursuant to (a) the SECOND AMENDED AND RESTATED NEW
FACILITY CREDIT AGREEMENT, dated as of March 31, 1994 by and among DeBARTOLO,
INC. and THE EDWARD J. DeBARTOLO CORPORATION, as the Borrowers, WELLS FARGO
BANK, N.A., as the Issuing Bank, and the Co-Lenders specified therein, and
WELLS FARGO REALTY ADVISORS FUNDING, INCORPORATED as the Administrative Agent
and (b) the pledge agreements and other documents delivered pursuant thereto.

     2. Consents required pursuant to (a) the SECOND AMENDED AND RESTATED
RESTRUCTURING FACILITY CREDIT AGREEMENT, dated as of March 31, 1994 by and
among DeBARTOLO, INC. and THE EDWARD J. DeBARTOLO CORPORATION, as the
borrowers, and the Co-Lenders specified therein, and WELLS FARGO REALTY
ADVISORS FUNDING, INCORPORATED, as the Administrative Agent and (b) the pledge
agreements and other documents delivered pursuant thereto.

     3. Consents required to be obtained prior to the consummation of the
merger as specified in the Merger Agreement.

 Schedule E

FORMULA FOR DETERMINATION OF SIMON DeBARTOLO
GROUP. L.P. UNITS TO BE OUTSTANDING AFTER THE
MERGER

     1. The DeBartolo Realty Partnership, L.P. General and Limited Partners
shall receive a number of Units in Simon DeBartolo Group, L.P. equal to the
total number of shares of Simon Property Group, Inc. issued in the Merger to
the shareholders DeBartolo Realty Corporation plus the additional number of
shares that would have been issued had all Limited Partnership interests
outstanding at the Effective Time been exchanged for shares of DeBartolo Realty
Corporation pursuant to the Exchange Rights Agreement dated as of April 21,
1994 with a Valuation Date (as defined in the Exchange Rights Agreement) for
such hypothetical exercise being the business day preceding Effective Time.
Were the closing to have occurred on March 26, 1996, this number would be
61,076,480."

     2. The total number of Units in Simon DeBartolo Group, L.P. to be issued
to Simon Property Group, L.P. General and Limited Partners shall be a maximum
of 99% of the total number of outstanding Units in Simon Property Group, L.P.
as at the date of the Merger. At March 26, 1996, the total number of
outstanding units is 95,843,000 and 99% of this number is 94,884,570. The total
number of Units issuable to the DeBartolo Realty Partnership, L.P. General and
Limited Partners are herein referred to as "DeBartolo units and the total
number of Units issuable to the Simon Property Group, L.P. General and Limited
Partners are herein called the HSPG Units.""

The methodology used to arrive at this formula and these numbers is as
follows. The 61,076,480 Unit number is equal to the total number of shares
of Simon Property Group, Inc. that would be issued in the Merger at the
exchange ratio if the Merger took place on March 26, 1996 and if all
outstanding
limited partnership interests in DeBartolo Realty Partnership, L.P. had
been exercised in full. The 95,843,000 Unit number is equal to the total
number of shares of stock of Sunny that would be outstanding immediately
prior to the Merger if it took place on March 26, 1996 if all outstanding Units
in the Simon Property Group, L.P. were exercised in full. Since all or almost
all of the assets of DeBartolo Realty Corporation and Simon Property Group,
Inc. consist of their general partnership interests in the two operating
partner
ships, the relationship between the shares which would be issued in the Merger
if all outstanding limited partnership interests in DeBartolo Realty
Corporation
were exercised in full to the shares of Simon Property Group, Inc. that would
be outstanding immediately prior to the Merger if all Units were converted
prior to the Merger establishes the relative values of the two partnerships on
March 26, 1996. As a matter of convenience the Simon Property Group, L.P.
Units will be exchanged on a 1-for-1 basis.

     3. Of the DeBartolo Units, a percentage equal to its then percentage
interest in the DeBartolo Realty Partnership, L.P. (at present 61.8424%) will
be allocated to DeBartolo Realty Corporation as general partner and the
remaining Units will be allocated to the DeBartolo Realty Partnership, L.P.
limited partners. The number of Units to be issued to each DeBartolo Realty
Partnership, L.P. limited partner will be a percentage of the total number of
Units to be allocated to the DeBartolo Realty Partnership, L.P. partners equal
to the percentage interest that each such limited partner had in the DeBartolo
Realty Partnership, L.P. . immediately prior to the Merger. Accordingly, if the
Closing took place March 26, 1996, 37,771,158 Units will be allocated to
DeBartolo Realty Corporation as general managing partner and 23,305,322 Units
will be issued in the aggregate to the DeBartolo Realty Partnership, L.P.
limited partners.

     4. The number of Units issued to the Simon Property Group, L.P. general
and limited partners will be as follows: (x) one Unit will be issued for each
Simon Property Group, L.P. Unit exchanged by a Simon Property Group, L.P.
Limited partner and (y) Simon Property Group, Inc., as the general partner of
Simon Property Group, L.P., will receive for the economic interests being
transferred by it a number of Units equal to the number of Simon Property
Group, L.P. Units then owned by it less a number equal to 1 % of the then
outstanding Simon Property Group, L.P. Units. Accordingly, if the Closing took
place on March 26, 1996, this number would be 58,579,241. (This number is
derived by multiplying 95,843,000 by 61.22%, the present percentage interest
held by Simon Property Group, Inc. in Simon Property Group, L.P. and
subtracting 95,843 Units being 1% of the outstanding Units). To the extent that
Simon Property Group, L.P. limited partners do not exchange Simon Property
Group, L.P. Units, the Simon Property Group, L.P. Units that would have been
issued in respect thereof will not be issued. This would have the effect of
increasing the percentage interest in Simon DeBartolo Group, L.P. by DeBartolo
Realty Partnership, L.P. partners.

 Schedule F

Required Consents of Subscribers

Partner Consents:

Circle Centre Partners, Ltd.
Re: Circle Centre Mall, Indianapolis, Indiana

Lender Consents:

CIGNA

     1.   Ingram Creek
     2.   Ingram Park Mall
     3.   LaPlaza Mall

Metropolitan Life Insurance Company

     1.   Bloomingdale Court
     2.   Forest Plaza
     3.   Fox River Plaza
     4.   Lake View Plaza
     5.   Lincoln Crossing
     6.   Matteson Plaza
     7.   Regency Plaza
     8.   St. Charles Towne Plaza
     9.   West Ridge Plaza
     10.  White Oaks Plaza

Union Bank of Switzerland

     1.   Circle Centre Mall
     2.   $400 Million Revolving Credit Facility

Marine Midland, Trustee

     1.   Jefferson Valley Mall

Citicorp

     1.   Eastland Mall
     2.   St. Charles Towne Center



Lender Consents cont.:

Principal Group

     1.   Cobblestone Court
     2.   Crystal Court
     3.   Fairfax Court
     4.   Gaitway Plaza
     5.   Ridgewood Court
     6.   Royal Eagle Plaza
     7.   The Plaza at Buckland Hills
     8.   The Yards Plaza
     9.   Village Park Plaza
     10.  West Town Corners
     11.  Westland Park Plaza
     12.  Willow Knolls Court

Revolving Credit Agreement dated as of February 27, 1996, between Melvin Simon
Associates, Inc. And Morgan Guaranty Trust Company of New York and Pledge and
Security Agreement, also dated as of February 27, 1966, among Melvin Simon &
Associates, Inc., Penn Simon Corporation, Naco Simon Corp., Sandy Springs
Properties, Inc., Simon Enterprises, Inc. And Morgan Guaranty Trust Company of
New York, pursuant to which the Pledgors pledged to the Bank their right to
receive cash distributions attributable to their respective limited partnership
units in Simon Property Group, L.P. and Class B common stock of Simon Property
Group, Inc.

Pledge and Security Agreement dated as of December 16, 1993, made by Melvin
Simon and Herbert Simon (collectively "Simon Pledgors") to Chemical Bank, and
additional documents executed in connection therewith, pursuant to which the
Simon Pledgors pledged to the Bank 392,135 limited partnership units owned by
them in Simon Property Group, L.P.




 Schedule G

Rights. Options. Etc.

Revolving Credit Agreement dated as of February 27, 1996, between Melvin Simon
Associates, Inc. And Morgan Guaranty Trust Company of New York and Pledge and
Security Agreement, also dated as of February 27, 1966, among Melvin Simon &
Associates, Inc., Penn Simon Corporation, Naco Simon Corp., Sandy Springs
Properties, Inc., Simon Enterprises, Inc. And Morgan Guaranty Trust Company of
New York, pursuant to which the Pledgors pledged to the Bank their right to
receive cash distributions attributable to their respective limited partnership
units in Simon Property Group, L.P. and Class B common stock of Simon Property
Group, Inc.

Pledge and Security Agreement dated as of December 16, 1993, made by Melvin
Simon and Herbert Simon (collectively "Simon PledgorsO) to Chemical Bank, and
additional documents executed in connection therewith, pursuant to which the
Simon Pledgors pledged to the Bank 392,135 limited partnership units owned by
them in Simon Property Group, L.P.




===============================================================================
EXHIBIT 10.57
=============



JCP CONTRIBUTION AGREEMENT

     CONTRIBUTION AGREEMENT, dated as of August 8, 1996 (the "Agreement), by
and among DeBartolo Realty Corporation, an Ohio corporation ("DeBartolo), as
the general partner of DeBartolo Realty Partnership, L.P., a Delaware limited
partnership (DRP"), and, after the consummation of the transactions
contemplated hereby and by the Merger Agreement referred to below, as a general
partner of SDG (as hereinafter defined) (DRP simultaneously herewith will
change its name to Simon DeBartolo Group, L.P. ("SDG")), Simon Property Group,
Inc., a Maryland corporation ("Simon"), in its individual capacity and as the
general partner of Simon Property Group, L.P., a Delaware limited partnership
(SPG L.P."), and JCP Realty, Inc., a Delaware corporation ("JCP Realty") and
Brandywine Realty, Inc., a Delaware corporation (collectively, the "JCP
Subscriber").

RECITALS

     (a) Simultaneously with the consummation of the merger of Day Acquisition
Corp. (Subcon) with and into DeBartolo (the "Merger") and the other
transactions contemplated by the Agreement and Plan of Merger, dated as of
March 26, 1996, among Simon, Subco and DeBartolo, as amended (the "Merger
Agreement"), the JCP Subscriber shall contribute to SDG, and SDG shall accept
from the JCP Subscriber, its interests in SPG L.P. (collectively, the
"interests") set forth on Schedule A below, and in consideration for such
contributions by the JCP Subscriber, and in exchange therefor, SDG shall issue
to the JCP Subscriber, and the JCP Subscriber shall receive from SDG, the
number of partnership interests in SDG ("Units") set forth on Schedule B.

     (b) In order to consummate the transactions contemplated by this Agreement
at the Closing (as hereinafter defined), the Fourth Amended and Restated
Agreement of Limited Partnership of DRP, dated as of April 21, 1994, as amended
(the DeBartolo Partnership Agreement"), shall be amended and restated in the
form attached hereto as Annex A (the "New SDG Partnership Agreement"), which,
among other things, will change the name of DRP to "Simon DeBartolo Group,
L.P."

     (c) Capitalized terms used but not defined herein shall have the
respective meanings ascribed to such terms in the Merger Agreement.

     NOW THEREFORE, in consideration of the mutual agreements contained herein,
the parties hereby agree as follows:

SECTION 1.

CONTRIBUTION AND EXCHANGE; CLOSING

     1.1 Contribution and Exchange. Subject to the receipt of the consents
specified on Schedule C hereto prior to the Closing in form and substance
satisfactory to DeBartolo and Simon, upon the terms and subject to the other
conditions of this Agreement, the JCP Subscriber shall contribute to SDG, and
SDG shall accept from the JCP Subscriber, its Interests, as set forth on
Schedule A hereto. SDG shall issue to the JCP Subscriber, and the JCP
Subscriber shall receive from

SDG, the number of Units set forth on Schedule B hereto in the form of limited
partner interests.

     1.2 The Closing. The closing for the contribution of the Interests in
exchange for Units as provided for hereunder (the "Closing") shall take place
concurrently with the consummation of the Merger at the offices of Paul, Weiss,
Rifkind, Wharton & Garrison, 128S Avenue of the Americas, New York, New York.
At the Closing:

     (a) The JCP Subscriber shall deliver to SDG such good and aufficient
instruments of conveyance and assignment reasonably acceptable to the JCP
Subscriber as SDG and its counsel shall deem reasonably necessary or
appropriate to vest in SDG good title in and to the Interests, free and clear
of all Liens.

     (b) The New SDG Partnership Agreement shall be executed and delivered by
(i) DeBartolo, as managing general partner of SDG, (ii) the Subscribers (as
defined below) (to the extent their signatures are required), (iii) Simon, as
non-managing general partner of SDG, and (iv) by existing partners of DRP to
the extent required, but in any event, at least a Majority-in-Interest (as such
terms is defined in the DeBartolo Partnership Agreement) of the limited
partners of DRP. Each of DRP and SPG L.P. shall make a cash flow distribution
to their respective partners, the record date for which shall be the close of
business on the last day prior to the Effective Time. The amount of each such
distribution shall be equal to the amount of each partnership's most recent
prior cash flow distribution, multiplied by the number of days elapsed since
the record date for such prior distribution through and including the Effective
Time and divided by 91, which distribution shall constitute the only cash flow
distribution to be paid in respect of the period from such prior record date
through and including the Effective Time. Such distributions shall be paid in
the manner and at such time in accordance with the respective past practices of
the partnerships.

     (c) Any other documents or agreements required to admit the Subscribers
(which means the "Subscribers" as defined under the other contribution
agreements executed in connection with the Transactions (the "Other
Contribution Agreement") together with the JCP Subscriber) as partners of SDG
shall be executed and delivered as necessary.

     1.3 Tax Consequences. SPG L.P. and SDG shall provide to the JCP
Subscriber, before August 1, 1996 projections (based upon the best available
information) (the "Projections") demonstrating (for each of JCP Realty, Inc.
and Brandywine Realty, Inc.) (i) the amount of gain (if any) that the JCP
Subscriber will recognize as a result of the contribution contemplated under
this Agreement (Contribution-), (ii) the tax basis the JCP Subscriber will have
in its Units after the Contribution, (iii) the amount of gain (if any) that, as
a result of the transactions contemplated by this Agreement, the JCP Subscriber
will recognize in its capacity as a partner in DRP and SDG, and (iv) the tax
basis each JCP Subscriber will have in its interest in SDG after the completion
of such transactions. The Projections will be accompanied by a memorandum
setting forth the methodology utilized in arriving at the Projections (the
"Methodology Memorandum"). SDG shall file tax returns

 consistent with the Methodology Memorandum, and, if the Projections indicate
that the JCP Subscriber will recognize any income or gain as a result of a
deemed cash distribution under Section 731 of the Internal Revenue Code of
1986, as amended, the JCP Subscriber will be afforded the opportunity to avoid
the recognition of such gain by incurring the economic risk of loss with
respect to indebtedness of SPG L.P., SDG and/or DRP for purposes of Treasury
Regulation  1.752 (the "Incurrence"), and SPG L.P., SDG and/or DRP (as the
case may be) will cooperate with the JCP Subscriber with respect to
facilitating the Incurrence in a manner that, under the circumstances,
minimizes the economic risk to the JCP Subscriber by permitting the JCP
Subscriber to make the Incurrence pursuant to guarantees substantially in the
form of JCP Subscriber's guarantees now in effect with respect to certain
indebtedness of SPG L.P.

SECTION 2.

REPRESENTATION AND WARRANTIES; INDEMNIFICATION

     2.1 Representations and Warranties of SDG. SDG represents and warrants to
the JCP Subscriber that:

     (a) Due Organization and Good Standing. SDG is a limited partnership duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization and has the requisite power and authority to carry
on its business as now being conducted. SDG is duly qualified or licensed to do
business and is in good standing in each jurisdiction in which the nature of
its business or the ownership or leasing of its properties makes such
qualification or licensing necessary, other than in such jurisdictions where
the failure to be so qualified or licensed, individually or in the aggregate,
would not have a material adverse effect on the business, financial condition
or results of operations of SDG or on the ability of SDG to consummate the
transactions contemplated in this Agreement. All amendments through and
including the date hereof to the DeBartolo Partnership Agreement are described
on Schedule H and such DeBartolo Partnership Agreement has not been otherwise
amended or modified since September 30, 1995 and has not been annulled,
rescinded or revoked since such date, and is in full force and effect as of the
date hereof; and no amendment or modification is contemplated to be made
thereto other than as set forth in the New SDG Partnership Agreement to be
executed and delivered by such partners of SDG as is necessary to cause the
agreements and relationships among the partners of SDG to thereafter be
governed by the New SDG Partnership Agreement (including Section 13.12
thereof).

     (b) Authorization and Validity of Agreement. SDG has the requisite
partnership power and authority to enter into this Agreement and consummate the
transactions contemplated hereby and in the Merger Agreement to which it is a
party. The execution, delivery and performance of this Agreement by SDG and the
consummation by SDG of the transactions contemplated hereby have been duly
authorized on behalf of SDG by DeBartolo and Simon, as the general partners of
SDG. This Agreement has been duly authorized, executed and delivered by
DeBartolo, as the general partner of SDG, and, subject to the consent of
certain limited partners of SDG as required by the DeBartolo Partnership
Agreement (the OConsentO), it constitutes a legal, valid and binding obligation
of SDG, enforceable against SDG in accordance with its terms, except that (i)
such enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or similar laws at the time in effect
affecting the enforceability of rights of creditors and (ii) the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought.

     (c) Non-Contravention. The execution, delivery and performance by SDG of
this Agreement and the issuance of the Units in accordance with this Agreement
do not and will not (i) subject to the obtaining of the S-D Consent prior to
SDG's performance at Closing, contravene or conflict with the articles of
incorporation and regulations of DeBartolo, the charter and by-laws of Simon,
the DeBartolo Partnership Agreement or the New SDG Partnership Agreement, (ii)
contravene or conflict with or constitute a violation of any provision of any
Laws binding upon or applicable to SDG, (iii) require any consent, approval or
other action by any Governmental Entity or any other person other than those
consents or approvals set forth on Schedule C hereto, (iv) constitute a default
under or give rise to any right of termination, cancellation or acceleration of
any right or obligation of SDG under any provision of any agreement, contract,
indenture, lease or other instrument binding upon SDG or any license,
franchise, permit or other similar authorization held by SDG or by which any of
SDG's assets may be bound or (v) result in the creation or imposition of any
Liens on SDG; provided, however, it is understood that the right of SDG to
execute, deliver and perform this Agreement may be deemed to require the
consents set forth on Schedule C hereto.

     (d) Litigation. There are no pending actions, suits or proceedings pending
or, to the knowledge of DRP, threatened in writing, against or affecting DRP or
any of its properties, assets or operations, or with respect to which DRP is
responsible by way of indemnity or otherwise that could, individually or in the
aggregate, reasonably be likely to have a material adverse effect.

     (e) Units Issued Free and Clear of Liens. All of the Units required to be
issued to the JCP Subscriber pursuant to this Agreement shall be validly issued
free and clear of any Liens or other ownership interests of any Person, and the
JCP Subscriber shall have all of its respective rights and privileges as
provided in the New SDG Partnership Agreement.

      (f) Capitalization. Upon the consummation of the transactions
contemplated in this Agreement, (i) Units will be issued to each Subscriber in
exchange for their respective limited partnership units in SPG L.P. in the same
ratio as Units are being issued to the JCP Subscriber hereunder in exchange for
its limited partnership units in SPG L.P. and (ii) the number of Units held by
each partner of DRP immediately prior to the Effective Time (including, the JCP
Subscriber in such capacity) shall be calculated as set forth on Schedule D
hereto and the results of such calculation shall be set forth on Exhibit A to
the New SDG Partnership Agreement. Immediately after the Effective Time, the
JCP Subscriber will hold more than 1.S% of the Units issued by SDG.   (g) SEC
Documents. Notwithstanding Section 5.4 of the New SDG Partnership Agreement,
each of the Annual Report on Form 10-K of DeBartolo for the year ended December
31, 1995, as amended by Form 10-K/A (filed on April 29, 1996), and the
Quarterly Report on Form 10-Q of DeBartolo for the calendar quarter ending
March 31, 1996, each as filed with the SEC, copies which have been delivered to
the JCP Subscriber, contains no untrue statement of material fact and does not
omit to state any fact required to be stated therein or necessary to make the
statements therein, made, not misleading.

(h)

in light of the circumstances under which they
were

     Limited Partner Status. Following consummation of the transactions
contemplated in this Agreement, the JCP Subscriber shall be a limited partner
of SDG, shall not be a general partner thereof and shall be treated as a
limited partner for purposes of liability under the limited partnership laws of
the State of Delaware.

     (i) No Registration. Based upon and assuming the accuracy of the
representations and warranties made by the JCP Subscriber in Section 2.4(f), no
registration or qualification under the Securities Act or the regulations
promulgated thereunder is required in connection with the issuance of Units to
the JCP Subscriber by SDG in exchange for the contribution by the JCP
Subscriber of its Interests to SDG, as contemplated by this Agreement.

     G) Hart-Scott-Rodino. No filing under the HSR Act is required in
connection with the contribution of the Interests by the JCP Subscriber to SDG
in exchange for the issuance by SDG of Units to the JCP Subscriber, as
contemplated by this Agreement.

     (k) EJDC Lenders. To the best knowledge of SDG, the lenders to EJDC as of
the date hereof are set forth on Schedule G hereto.

     2.2 Representations and Warranties of Simon. Simon hereby represents and
warrants to the JCP Subscriber that:

     (a) Notwithstanding Section 5.4 of the New SDG Partnership Agreement, each
of the Annual Report on Form 10-K of Simon for the year ended December 31,
1995, as amended by Form 10-K/A-1 (filed April 29, 1996), and the Quarterly
Report on Form lO-Q of Simon for the calendar quarter ending March 31, 1996,
each as filed with the SEC, copies of which have been delivered to SDG and the
JCP Subscriber, contains no untrue statement of material fact and does not omit
to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading.

     (b) Simon has the requisite power and authority to enter into this
Agreement, the New SDG Partnership Agreement and the. Registration Rights
Agreement referred to in Recital (i) of the Merger Agreement (the "Registration
Rights Agreement") and to consummate the transactions and perform its
obligations as contemplated thereby and the execution, delivery and performance
by Simon of such agreements, shall, upon such execution, delivery and
performance have been duly authorized. Upon execution and delivery by Simon of
this Agreement, the New SDG Partnership Agreement and the Registration Rights
Agreement, such agreements shall constitute legal, valid and binding
obligations of Simon, enforceable against Simon in accordance with their terms,
except that (i) such enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or similar laws at the time
in effect affecting the enforceability of rights of creditors and (ii) the
remedy of specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought.

     2.3 Representations and Warranties of DeBartolo. DeBartolo hereby
represents and warrants to the JCP Subscriber that it has the requisite power
and authority to enter into this Agreement and the New SDG Partnership
Agreement and to consummate the transactions and perform its obligations as
contemplated thereby and the execution, delivery and performance by DeBartolo
of such agreements, shall, upon such execution, delivery and performance have
been duly authorized. Upon execution and delivery by DeBartolo of this
Agreement and the New SDG Partnership Agreement, such agreements shall
constitute legal, valid and binding obligations of DeBartolo, enforceable
against DeBartolo in accordance with their terms, except that (i) such
enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or similar laws at the time in effect
affecting the enforceability of rights of creditors and (ii) the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought.

     2.4 Representations and Warranties of the JCP Subscriber. The JCP
Subscriber represents and warrants to SDG that:

     (a) it is an organization duly organized and validly existing in good
standing under the laws of its jurisdiction of organization and

     (b) the execution, delivery and performance by the JCP Subscriber of this
Agreement, the New SDG Partnership Agreement and the Instrument of Assignment
referred to in Section 1.2(a) above (i) are within its power and authority and
do not and will not contravene or conflict with the certificate or articles of
incorporation or by-laws of the JCP Subscriber and (ii) have been, or in the
case of such Instrument of Assignment and the New SDG Partnership Agreement
will be, duly authorized by all necessary action by the JCP Subscriber.

     (c) Authorization and Validity of Agreement. This Agreement has been duly
executed and delivered by the JCP Subscriber and constitutes a legal, valid and
binding obligation of the JCP Subscriber, enforceable against the JCP
Subscriber in accordance with its terms, and the Instrument of Assignment
referred to in Section 1.2(a) above shall upon execution and delivery thereof
by the JCP Subscriber have been duly executed and delivered by the JCP
Subscriber and shall constitute a legal, valid and binding obligation of the
JCP Subscriber enforceable against the JCP Subscriber in accordance with its
terms, except in each case that (i) such enforcement may be subject to
bankruptcy,  insolvency, reorganization, moratorium, fraudulent conveyance or
similar laws at the time in effect affecting the enforceability of rights of
creditors and (ii) the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought.

(d) Non-Contravention. Subject to the terms of the

SPG L.P. partnership agreement, the JCP Subscriber is not a party to any
agreement or subject to any law (other than HSR or the Securities Act as to
which no representation or warranty is made), and no agreement pursuant to
which the JCP Subscriber's Interests may be bound exists, which would impair
the JCP Subscriber's ability to transfer the Interests to SDG free and c]ear of
any Liens or other ownership interests of any other Person or which would give
any person or Governmental Entity the ability to cause the rescission or
unwinding of the transactions contemplated hereby as they relate to the JCP
Subscriber. There are no actions, suits or proceedings pending or, to the
knowledge of the JCP Subscriber, threatened in writing, against the JCP
Subscriber, challenging or limiting the performance by the JCP Subscriber of
the transactions contemplated under this Agreement.

     (e) Access to Information. The JCP Subscriber acknowledges that it or its
representative or agent (i) has been given full and complete access to SDG in
connection with this Agreement and the transactions contemplated hereby, (ii)
has had the opportunity to review all documents relevant to its decision to
enter into this Agreement and (iii) has had the opportunity to ask questions of
SDG and its management concerning its investment in SDG and the transactions
contemplated hereby.

     (f) Investment Intent of the JCP Subscriber. The JCP Subscriber
acknowledges that it understands that the Units to be issued to the JCP
Subscriber in exchange for the Interests to be contributed by the JCP
Subscriber as provided herein (i) shall not be registered under the Securities
Act in reliance upon the exemption afforded by Section 4(2) thereof for
transactions by an issuer not involving any public offering and (ii) shall not
be registered or qualified under any applicable state securities laws. The JCP
Subscriber represents that (i) it is acquiring such Units for investment only
and without any view toward distribution thereof and it shall not sell or
otherwise dispose of such Units except in compliance with the registration
requirements or exemption provisions of any applicable federal or state
securities laws and in accordance with the terms of such securities contained
in the

New SDG Partnership Agreement and (ii) its economic circumstances are such that
it is able to bear all risks of the investment in the Units for an indefinite
period of time, including the risk of a complete loss of its investment in the
Units.

     (g) Ownership and Encumbrance of the Assets. The JCP Subscriber has all
right, title and interest in the Interests to be contributed to SDG by it free
and clear of any Liens other than as set forth in the SPG L.P. partnership
agreement. Except as disclosed on Schedule F, the JCP Subscriber has not
granted any rights, options or rights of first refusal, or entered into any
agreements of any kind that are currently in effect or that have not been
waived, to purchase or otherwise acquire such Interests, or any part thereof or
any interest therein, except the rights of SDG under this Agreement or any
rights under the SPG L.P. partnership agreement.

(h) Representations of JCP Realty as a DRP Limited Partner.

     (i) JCP Realty acknowledges, in its capacity as a limited partner of DRP,
that it or its representative or agent (A) has been given full and complete
access to SDG in connection with its execution of the New SDG Partnership
Agreement and (B) has had the opportunity to review all documents relevant to
its decision to enter into the New SDG Partnership Agreement and (C) has had
the opportunity to ask questions of SDG and its management concerning its
entering into the New SDG Partnership Agreement.

     (ii) JCP Realty acknowledges that it understands that the Units to be
owned by JCP Realty following its execution of the New SDG Partnership
Agreement as a result of its limited partnership interest in DRP (A) shall not
be registered under the Securities Act in reliance upon the exemption afforded
by Section 4(2) thereof for transactions by an issuer not involving any public
offering and (B) shall not be registered or qualified under any applicable
state securities laws. JCP Realty represents that such Units will be held for
investment only and without any view toward distribution thereof and it shall
not sell or otherwise dispose of such Units except in compliance with the
registration requirements or exemption provisions of any applicable federal or
state securities laws and in accordance with the terms of such securities
contained in the New SDG Partnership Agreement.   2.5 "Bring-Down" of
Representations and Warranties. Except for those representations and warranties
expressly limited to a date certain, all representations and warranties made in
Sections 2.1, 2.2, 2.3 and 2.4 by SDG, Simon, DeBartolo or the JCP Subscriber,
as the case may be, shall be true and correct in all material respects as of
the Closing Date, as if such representations and warranties were made on the
Closing Date without any qualification or limitation with respect to obtaining
any required consents.

     2.6 Indemnification. The JCP Subscriber shall, subject to the limitations
hereinafter set forth, indemnify and hold SDG and its affiliates free and
harmless of and from any claim, loss, damage, expense, cost or liability
(including, without limitation, reasonable attorneys' fees and disbursements)
resulting from a breach of any representation or warranty made by it in Section
2.4, except to the extent that such liability results from or is related to a
breach of a representation made by SDG under this Agreement or the gross
negligence or willful misconduct of SDG. SDG shall, subject to the limitations
hereinafter set forth, indemnify and hold the JCP Subscriber and their
respective affiliates free and harmless of and from any claim, loss, damage,
expense, cost or liability (including without limitation, reasonable attorneys'
fees and disbursements) resulting from a breach of any representation and
warranty in Section 2.1 or arising under the Securities Act or state securities
laws in connection with the Transactions, except to the extent that such
liability results from or is related to a breach of a representation made by
the JCP Subscriber under this Agreement or the gross negligence or willful
misconduct of the

JCP Subscriber. Simon shall, subject to the limitations hereinafter set forth,
indemnify and hold SDG and the JCP Subscriber free and harmless of and from any
claim, loss, damage, expense, cost or liability (including, without limitation,
reasonable attorneys' fees and disbursements) resulting from a breach of any
representation or warranty in Section 2.2. Notwithstanding anything to the
contrary contained herein, (i) in no event shall the aggregate amount that SDG,
Simon and DeBartolo may recover against the JCP Subscriber under or in respect
of this Section 2.6 or otherwise for a breach of any representation or warranty
in Section 2.4 hereof or any other breach hereunder (other than Section 2.4(g)
or (h)) exceed the aggregate Deemed Partnership Unit Value (as defined in the
New SDG Partnership Agreement, except that in calculating the Deemed
Partnership Unit Value for the purposes of this Section 2.6 the Current Per
Share Market Price (as defined in such agreement) shall be the Current Per
Share Market Price as of the Closing Date) of all Units held by the JCP
Subscriber in respect of the exchange of its Interests immediately following
the consummation of the Transactions (the "Aggregate Unit Market Value");
provided that, notwithstanding the foregoing, in the case of a breach by the
JCP Subscriber of the representations and warranties set forth in (A) Section
2.4(g), the value of the Units held by the JCP Subscriber in respect of the
exchange of its Interests shall be deemed to be the Aggregate Unit Market Value
calculated as of the Effective Time as if such representations and warranties
in Section 2.4(g) had not been breached and (B) Section 2.4(h), the aggregate
amount that SDG, Simon and DeBartolo may recover against the JCP Subscriber
under or in respect of this Section 2.6 or otherwise shall be equal to the
aggregate Deemed Partnership Unit Value (calculated in the manner described
above in this clause (i)) of all Units owned by JCP Realty as a result of its
limited partnership interest in DRP, (ii) except in the case of breaches of the
representations and warranties set forth in Section 2.4(g), as to which any
assets of the JCP Subscriber shall be available to satisfy the JCP Subscriber's
liabilities, and breaches of the representations and warranties set forth in
Section 2.4(h), as to which Units owned by JCP Realty as a result of its
limited partnership interest in DRP shall be the sole asset available to
satisfy any such liabilities, all obligations and liabilities of the JCP
Subscriber under this Agreement are enforceable solely against Units held by
the JCP Subscriber in respect of the exchange of its Interests immediately
following the consummation of the Transactions and not against any of the JCP
Subscriber's other assets, and (iii) in no event shall the amount that the JCP
Subscriber may recover against SDG, Simon and DeBartolo, in the aggregate,
under or in respect of this Section 2.6 or otherwise for a breach of any
representation or warranty in Sections 2.1, 2.2 or 2.3 hereof or any other
breach hereunder exceed an amount equal to the sum of (x) the maximum income
tax liability payable by the JCP Subscriber in respect of its ownership of the
Interests or the Units to the extent such liability is incurred as a result of
the transactions contemplated under this Agreement and (y) the aggregate Deemed
Partnership Unit Value (calculated in the manner described above in clause (i)
of this Section 2.6) of all Units held by the JCP Subscriber after the closing,
whether in exchange for its Interests or relating to its limited partnership
interest in DRP.    2.7 Transfer Taxes. SDG shall be solely responsible for the
payment of any transfer taxes or similar charges imposed by any state, county
or municipality in connection with the contribution of the Interests to SDG.
Also at the Closing, and in addition to the delivery of any documents required
to be delivered in connection therewith, the JCP Subscriber and SDG shall
execute, acknowledge and deliver such returns, questionnaires, certificates,
affidavits, declarations and other documents which may be required in
connection with the sales taxes and other taxes, fees or charges imposed by any
governmental agency in connection with the transactions contemplated hereby,
and shall complete, sign and swear to the same as may be necessary.

SECTION 3.

CONDITIONS TO CLOSING

     3.1 Conditions to Obligations of All Parties. The obligations of DRP and
the JCP Subscriber to consummate the Closing are subject to the simultaneous
consummation of the Merger, the simultaneous execution and delivery of the New
SDG Partnership Agreement (by DeBartolo, as managing general partner of SDG,
Simon, as non-managing general partner of SDG, and to the extent required by
those limited partners of SPG L.P. who become limited partners of SDG pursuant
to the performance of this Agreement and the Other Contribution Agreements) and
to the simultaneous execution and delivery of the New SPG Partnership Agreement
by the parties thereto.

     3.2 Conditions to Obligations of DRP. The obligations of DRP to consummate
the Closing with respect to the JCP Subscriber is subject to the satisfaction
of the further conditions that: (i) the representations and warranties of the
JCP Subscriber as set forth herein shall be true and correct as of the Closing
Date in all material respects with the same force and effect as if made on the
Closing Date, (ii) the S-D Consent shall have been obtained and (iii) the JCP
Subscriber shall have performed in all material respects all of its obligations
hereunder required to be performed by the JCP Subscriber on or prior to the
Closing Date.

     3.3 Conditions to Obligations of the JCP Subscriber. The obligations of
the JCP Subscriber to consummate the Closing is subject to the further
conditions that: (i) the representations and warranties of DRP, Simon and
DeBartolo set forth in this Agreement shall be true and correct in all material
respects as of the Closing Date as though made on the Closing Date, (ii) each
of DRP, Simon and DeBartolo shall have performed in all material respects all
of its respective obligations hereunder required to be performed by it at or
prior to the Closing Date, (iii) the requisite partners of DRP shall have
consented to the execution and delivery of the New SDG Partnership Agreement
and to the extent required shall have executed and delivered counterparts of
the New SDG Partnership Agreement at the Closing, (iv) each consent set forth
opposite the name of the JCP Subscriber on Schedule E and the S-D Consent shall
have been obtained, (v) the JCP Subscriber shall have received an opinion of
Paul, Weiss, Rifkind, Wharton & Garrison, counsel to Simon, that this Agreement
is valid, binding and enforceable against the parties hereto other than the JCP
Subscriber; provided, however, that such opinion shall be limited to the laws
of the State of New York and shall be based on the assumptions that this
Agreement has been duly authorized, executed and delivered by the parties
hereto and, provided, further that the opinion shall be limited by any public
policy that may affect the enforceability of any indemnification made in
respect of liabilities incurred under or in connection with the Securities Act
or any state securities laws under Section 2.6 or elsewhere in this Agreement;
(vi) the Consents set forth on Schedule C shall have been obtained; (vii) all
of the partners of DRP the consent of whom it is required to cause the SDG
Partnership Agreement to become effective (including Section 13.12 thereof)
shall each have given such consent; (viii) all of the Subscribers other than
the JCP Subscriber shall have executed the Other Contribution Agreement as
contemplated by and substantially in the form attached to the Merger Agreement
as Exhibit A thereto, and all such other Subscribers shall be bound by the new
SDG Partnership Agreement; (ix) Simon and all limited and general partners of
DRP and SPG L.P. who will own more than 1.5% of the outstanding Units in SDG
shall have executed and delivered the registration Rights Agreement, other than
Teachers Retirement System of the State of Illinois and Homart San Antonio
Investment Company; and (x) the JCP Subscriber shall be afforded the requisite
opportunities described in Section 1.3.

SECTION 4.
COVENANTS

     4.1 (a) Further Assurances. SDG and the JCP Subscriber agree, 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 of them may reasonably request in order to carry out
the intents and purposes of this Agreement.

     (b) Additional Information. In addition to the information provided to
limited partners pursuant to the New SDG Partnership Agreement, SDG shall
provide to the JCP Subscriber at the JCP Subscriber's own expense (excluding
copying and administrative expenses of SDG):

     (i) copies of the most recent annual and quarterly reports, current
reports on Form 8-K and proxy statements that are provided to stockholders of
Simon, in each case as the same was filed with the Commission and in each case
to the extent not previously provided to the JCP Subscriber under the New SDG
Partnership Agreement;

     (ii) upon the JCP Subscriber's written demand, but not more frequently
than once each calendar year, a current list of the name and last known
business, residence or mailing address of each of the partners of SDG; and

     (iii) a copy of the New SDG Partnership Agreement and the Certificate of
Limited Partnership and all amendments thereto, together with executed copies
of all powers of attorney pursuant to which the New SDG Partnership Agreement,
said Certificate and all amendments thereto have been executed.

     (c) SDG will provide written notice, promptly upon becoming aware thereof,
of the foreclosure by a pledge of EJDC upon any Units or the sale of any Units
pursuant to a foreclosure sale or other realization upon any" such pledge of
Units.

(d) The provisions of this Section 4 shall survive the

Closing.

     4.2 Existing Guarantees. Simon and DeBartolo will not permit any Person to
guarantee the same portion of any indebtedness of SPG L.P. that is presently
the subject of a guarantee made by the JCP Subscriber.

SECTION 5.

CONSENTS TO TRANSFER

     5.1 Consent of the JCP Subscriber. Pursuant to Section 9.1 of the Old SPG
Partnership Agreement, the JCP Subscriber hereby (i) consents to the
contribution to SDG by Simon of its interest in SPG L.P. as provided herein and
in the other contribution agreements referred to above and (ii) consents to the
admission of SDG as a special limited partner of SPG L.P. pursuant to the Old
SPG Partnership Agreement.

     S.2 Consent of Simon. Pursuant to Section 9.2 of the Old SPG Partnership
Agreement, Simon, as the general partner of SPG L.P., hereby (i) consents to
the contribution to SDG of the Interests of the JCP Subscriber asprovided
herein and (ii) consents to the admission of SDG as a limited partner of SPG
L.P.

SECTION 6.
MISCELLANEOUS

     6.1  Exclusion of the JCP Subscriber from Certain Representations

and Warranties. Notwithstanding the provisions of Section 13.1
and the other provisions of the New SDG Partnership Agreement and
the due
execution and delivery of such agreement by the JCP Subscriber,
DeBartolo and
Simon, as the general partners of SDG, agree that the JCP Subscriber
shall be
deemed not to have made any of the representations, warranties,
acknowledgments or
agreements set forth in Section 13.1 of the New SDG Partnership
Agreement and the
JCP Subscriber shall have no obligation or liability in connection with
such Section
13.1; provided, that nothing in this Section 6.1 shall limit any of the
JCP Subscriber's
representations, warranties, acknowledgments, agreements,
obligations or liabilities in
or under this Agreement.

     6.2 Notices. All notices and other communications given or made under this
Agreement shall be in writing and shall be deemed to have been duly given or
made if delivered personally or sent by registered or certified mail (postage
prepaid, return receipt requested) or by telecopier (if written confirmation of
receipt is available and provided) to the parties at the following addresses:

     (a)  If to SPG to:

Simon Realty Corporation
National City Center
115 West Washington Street, Suite 15 East
Indianapolis, IN 46204

Attention: David Simon
James M. Barkley, Esq.
Telecopy: (317) 685-7221

With a copy to:
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064

Attention: Toby S. Myerson, Esq.

          Edwin S. Maynard, Esq.
     Telecopy: (212) 757-3990

     (b)  If to the JCP Subscriber, to

JCP Realty, Inc. (MS 2102)
6501 Legacy Drive
Plano, Texas 75024

Attention: Executive Vice President

With a copy to:
Jones, Day, Reavis & Pogue
2300 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201

Attention: Mark V. Minton

or such other addresses as shall be furnished by the parties hereto by like
notice, and

such notice or communication shall be deemed to have been given or made as of
the

date so delivered or made.

     6.3 Entire Agreement. This Agreement (together with each agreement
referred to herein) constitutes the entire agreement among the parties hereto
with respect to the subject matter hereof and supersedes all prior agreements
and understandings, oral and written, among the parties hereto with respect to
such subject matter. - r

     6.4 Binding Effect: Benefit. Subject to Section 6.4 hereof, this Agreement
shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns. Nothing in this Agreement,
expressed or implied, is intended to confer on any person other than the
parties hereto, and their respective successors and permitted assigns, any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.

     6.5 Assignabilitv. This Agreement (a) shall not be assignable by SDG
without prior written consent of the JCP Subscriber and (b) shall not be
assignable by the JCP Subscriber without the prior written consent of SDG;
provided, however, that following the Effective Time, the rights of the JCP
Subscriber hereunder may be assigned by the JCP Subscriber to any person that
is a permitted assignee of the JCP Subscriber's Units under the New SDG
Partnership Agreement, if and to the extent such rights are assigned together
with such Units to such assignee.

     6.6 Amendment: Waiver. No provision of this Agreement may be amended,
waived or otherwise modified except by an instrument in writing executed by the
parties hereto.

     6.7 Headings. The headings contained in this Agreement are for convenience
only and shall not affect the meaning or interpretation of this Agreement.

     6.8 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument. Delivery of
executed signature pages by telecopier shall be acceptable evidence of delivery
to the parties hereto. Delivery of executed signature pages by telecopier shall
be followed immediately by delivery of the original signature pages by
overnight courier.

     6.9 Limitation of Liabilitv. Any obligation or liability whatsoever of
DeBartolo, Simon, SDG or the JCP Subscriber 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
DeBartolo, Simon, SDG or the JCP Subscriber. No such obligation or liability
shall be personally binding upon, nor shall resort for the enforcement thereof
be had to, any of DeBartolo's, Simon's, SDG's, the JCP Subscriber's directors,
partners, shareholders, officers, employees, affiliates (except in the case of
the JCP Subscriber, any affiliate to whom it has assigned its Units), or
agents, regardless of whether such obligation or liability is in the nature of
contract, tort or otherwise.

     6.10 Survival. The representations and warranties of the JCP Subscriber
set forth herein shall survive until the second anniversary of the Closing
Date, except that there shall not be any time limit on the survival of the
representations and warranties set forth in Section 2.4(g). Any claims against
the JCP

Subscriber in respect of a breach of a representation or warranty (other than
the representation in Section 2.4(g)) must be asserted against the JCP
Subscriber on or before the second anniversary of the Closing Date. The
representations, warranties and covenants of all parties other than the JCP
Subscriber will survive the closing of the transactions contemplated hereby.

     6.11 APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED 1N ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 Schedule A

SPG L.P. Interests

Name of Subscriber JCP Realty. Inc. Brandywine Realty. Inc.

SPG L.P. Interest 1,415,730 units 247,191 units

 Schedule B

Units

Name of Subscriber JCP Realty. Inc. Brandywine Realty. Inc.

Number of Units 1,415,730 Units 247,191 Units

 Required Consents of SDG

Schedule C

     1. Consent required pursuant to (a) the SECOND AMENDED AND RESTATED NEW
FACILITY CREDIT AGREEMENT, dated as of March 31, 1994 by and among DeBARTOLO,
INC. and THE EDWARD J. DeBARTOLO CORPORATION, as the Borrowers, WELLS FARGO
BANK, N.A., as the Issuing Bank, and the Co-Lenders specified therein, and
WELLS FARGO REALTY ADVISORS FUNDING, INCORPORATED as the Administrative Agent
and (b) the pledge agreements and other documents delivered pursuant thereto.

     2. Consents required pursuant to (a) the SECOND AMENDED AND RESTATED
RESTRUCTURING FACILITY CREDIT AGREEMENT, dated as of March 31, 1994 by and
among DeBARTOLO, INC. and THE EDWARD J. DeBARTOLO CORPORATION, as the
borrowers, and the Co-Lenders specified therein, and WELLS FARGO REALTY
ADVISORS FUNDING, INCORPORATED, as the Administrative Agent and (b) the pledge
agreements and other documents delivered pursuant thereto.

     3. Consents required to be obtained prior to the consummation of the
merger as specified in the Merger Agreement.

 Schedule D

FORMULA FOR DETERMINATION OF SIMON DeBARTOLO
GROUP. L.P. UNITS TO BE OUTSTANDING AFTER THE
MERGER

     1. The DeBartolo Realty Partnership, L.P. General and Limited Partners
shall receive a number of Units in Simon DeBartolo Group, L.P. equal to the
total number of shares of Simon Property Group, Inc. issued in the Merger to
the shareholders of DeBartolo Realty Corporation plus the additional number of
shares that would have been issued had all Limited Partnership interests been
exercised in full. Were the closing to have occurred on March 26, 1996, this
number would be 61,076,480."

     2. The total number of Units in Simon DeBartolo Group, L.P. to be issued
to Simon Property Group, L.P. General and Limited Partners shall be a maximum
of 99% of the total number of outstanding Units in Simon Property Group, L.P.
as at the date of the Merger. At March 26, 1996, the total number of
outstanding units is 95,843,000 and 99% of this number is 94,884,570. The total
number of Units issuable to the DeBartolo Realty Partnership, L.P. General and
Limited Partners are herein referred to as "DeBartolo Units" and the total
number of Units issuable to the Simon Property Group, L.P. General and Limited
Partners are herein called the "SPG Units.''

     3. Of the DeBartolo Units, a percentage equal to its then percentage
interest in the DeBartolo Realty Partnership, L.P. (at present 61.8424%) will
be allocated to DeBartolo Realty Corporation as general partner and the
remaining Units will be allocated to the DeBartolo Realty Partnership, L.P.
Limited

          The methodology used to arrive at this formula and these numbers is
as

follows. The 61,076,480 Unit number is equal to the total number of shares
of Simon Property Group, Inc. that would be issued in the Merger at the
exchange ratio if the Merger took place on March 26, 1996 and if all
outstanding limited partnership interests in DeBartolo Realty Partnership, L.P.
had
been exercised in full. The 95,843,000 Unit number is equal to the total
number of shares of stock of Sunny that would be outstanding immediately
prior to the Merger if it took place on March 26, 1996 if all outstanding Units
in the Simon Property Group, L.P. were exercised in full. Since all or almost
all of the assets of DeBartolo Realty Corporation and Simon Property Group,
Inc. consist of their general partnership interests in the two operating
partner
ships, the relationship between the shares which would be issued in the Merger
if all outstanding limited partnership interests in DeBartolo Realty
Corporation
were exercised in full to the shares of Simon Property Group, Inc. that would
be outstanding immediately prior to the Merger if all Units were converted
prior to the Merger establishes the relative values of the two partnerships on
March 26, 1996. As a matter of convenience the Simon Property Group, L.P.
Units will be exchanged on a 1-for-1 basis. partners. The number of Units to be
issued to each DeBartolo Realty Partnership, L.P. Limited partner will be a
percentage of the total number of Units to be allocated to the DeBartolo Realty
Partnership, L.P. partners equal to the percentage interest that each such
limited partner had in the DeBartolo Realty Partnership, L.P. immediately prior
to the Merger. Accordingly, if the Closing took place March 26, 1996,
37,771,158 Units will be allocated to DeBartolo Realty Corporation as general
managing partner and 23,305,322 Units will be issued in the aggregate to the
DeBartolo Realty Partnership, L.P. limited partners.

     4. The number of Units issued to the Simon Property Group, L.P. general
and limited partners will be as follows: (x) one Unit will be issued for each
Simon Property Group, L.P. Unit exchanged by a Simon Property Group, L.P.
Limited partner and (y) Simon Property Group, Inc., as the general partner of
Simon Property Group, L.P., will receive for the economic interests being
transferred by it a number of Units equal to the number of Simon Property
Group, L.P. Units then owned by it less a number equal to 1 % of the then
outstanding Simon Property Group, L.P. Units. Accordingly, if the Closing took
place on March 26, 1996, this number would be 58,579,241. (This number is
derived by multiplying 95,843,000 by 61.22%, the present percentage interest
held by Simon Property Group, Inc. in Simon Property Group, L.P. and
subtracting 95,843 Units being 1 % of the outstanding Units). To the extent
that Simon Property Group, L.P. Limited partners do not exchange Simon Property
Group, L.P. Units, the Simon Property Group, L.P. Units that would have been
issued in respect thereof will not be issued. This would have the effect of
increasing the percentage interest in Simon DeBartolo Group, L.P. by DeBartolo
Realty Partnership, L.P. partners.

 Schedule E

Required Consents of the JCP Subscriber

     None, other than as set forth in the SPG L.P. partnership agreement and
the DeBartolo Partnership Agreement.

 Schedule F

Rights. Options. Etc.

     None, other than as set forth in the SPG L.P. partnership agreement and
the DeBartolo Partnership Agreement.

 Schedule G

EJDC Lenders

Wells Fargo Bank, N.A. Bank of America National Trust and Savings Association
Bankers Trust Company Canadian Imperial Bank of Commerce The Chase Manhattan
Bank (formerly known as Chemical Bank) Mellon Bank, N.A. National City Bank,
N.E. PNC Bank, N.A. Wells Fargo Realty Advisors Funding, Incorporated BJS
Capital Partners L.P.

 Schedule H

Amendments to the DeBartolo Partnership
Agreement

     1. Amendment No. 1, dated as of May 19, 1994, to Fourth Amended and
Restated Limited Partnership Agreement dated April 21, 1994 of DeBartolo Realty
Partnership, L.P.

     2. Amendment No. 2, dated as of April 11, 1995, to Fourth Amended and
Restated Limited Partnership Agreement dated April 21, 1994 of DeBartolo Realty
Partnership, L.P.

     3. Amendment No. 3, dated as of July 5, 1995, to Fourth Amended and
Restated Limited Partnership Agreement dated April 21, 1994 of DeBartolo Realty
Partnership, L.P.

     4. Amendment No. 4, dated as of August 2, 1995, to Fourth Amended and
Restated Limited Partnership Agreement dated April 21, 1994 of DeBartolo Realty
Partnership, L.P.

     5. Amendment No. 5, dated as of September 1, 1995, to Fourth Amended and
Restated Limited Partnership Agreement dated April 21, 1994 of DeBartolo Realty
Partnership, L.P.

     6. Amendment No. 6, dated as of September 1, 1995, to Fourth Amended and
Restated Limited Partnership Agreement dated April 21, 1994 of DeBartolo Realty
Partnership, L.P.

     7. Amendment No. 7, dated as of September 30, 1995, to Fourth Amended and
Restated Limited Partnership Agreement dated April 21, 1994 of DeBartolo Realty
Partnership, L.P.

=====================================================================
EXHIBIT 10.58
=============

 SUBSCRIPTION AGREEMENT

     SUBSCRIPTION AGREEMENT (the "Agreement") by and between Day Acquisition
Corp., an Ohio corporation (the "Company"), and the person whose name and
address is set forth on the signature page hereof (the "Purchaser").

W I T N E S S E T H:

     WHEREAS, the Company desires to sell fractional shares of its common
stock, without par value (the "Common Stock");

WHEREAS, the Purchaser desires to purchase such Common Stock;

     WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated as of March 26, 1996, among Simon Property Group, Inc., a
Maryland corporation ("Simon"), the Company and DeBartolo Realty Corporation,
an Ohio corporation ("DeBartolo"), the Company shall be merged with and into
DeBartolo (the "Merger");

     WHEREAS, pursuant to the Merger, DeBartolo will be the surviving
corporation and will be renamed SD Property Group, Inc. (the "Surviving
Corporation"); and

     WHEREAS, as of the Effective Time (as defined in the Merger Agreement) of
the Merger, each one one-thousandth (.001) of a share of Common Stock shall be
converted into and become one (1) validly issued, fully paid and nonassessable
share of common stock, par value $.01 per share, of the Surviving Corporation.

     NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:

1. Issuance of Shares.

     1.1 Subscription. Upon the terms and subject to the , conditions set forth
herein, the Company agrees to issue and sell to the Purchaser, and the
Purchaser agrees to purchase from the Company, one one-thousandth (.001) of a
share of Common Stock (the "Fractional Share"). The total purchase price for
the Fractional Share will be $1,000.00 (the "Purchase Price"). Payment of the
Purchase Price will be made by the Purchaser in cash or by personal check.

 2

     1.2 Closing. The closing of the purchase and sale of the Fractional Share
(the "Closing") shall take place immediately prior to the Effective Time.

     1.3 Delivery. The delivery of the Fractional Share to be purchased by the
Purchaser hereunder shall be made at the Closing by the Company's delivering to
a nominee to be selected by the Company (the "Nominee"), against payment to the
Company of the Purchase Price, of a stock certificate evidencing the Fractional
Share, registered in the name of the Nominee, as the Purchaser's nominee.
Promptly following consummation of the Merger, pursuant to which the Fractional
Share shall have been converted into and become one share of common stock of
the Surviving Corporation (the "Converted Share") in accordance with the terms
and subject to the conditions set forth in the Merger Agreement, such
Fractional Share issued to the Nominee shall be canceled, and the Surviving
Corporation shall issue and deliver to the Purchaser a certificate evidencing
such Converted Share, duly registered in the name of Purchaser or its nominee.

     2. Representations and Warranties of the Company. The Company represents
and warrants to the Purchaser as follows:

     (a)  the Company is, and as of the Effective Time the Surviving
Corporation will be, a corporation duly organized, validly existing and in good
standing under the laws of the State of Ohio. The Company has and the Surviving
Corporation will have all requisite corporate power and authority to enter into
this Agreement and to issue and deliver the Fractional Share and the Converted
Share, respectively;

     (b)  the execution, delivery and performance of this Agreement by the
Company do not and will not violate or conflict with (i) any provision of its
Certificate of Incorporation or Code of Regulations as currently in effect, and
as the same are to be in effect immediately following the Effective Time, (ii)
any material term of any mortgage, indenture, lien, lease, agreement or
instrument to which the Company is, or the Surviving Corporation immediately
after the Effective Time will be, a party, or by which either is bound or (iii)
any provision of any statute, law, ordinance, rule, regulation, order, decree
or judgment applicable to the Company and in effect on the date hereof;

     (c)  this Agreement, upon its acceptance by the Company, will be duly and
validly executed and delivered, and will be a valid and binding obligation of
the Company enforceable against the Company (and, after the Effective Time, the
Surviving Corporation) in accordance with its terms, except as the same may be
limited by bankruptcy, insolvency, moratorium or similar laws, or by equitable
principles relating to or limiting creditors' rights generally; and

     (d)  the Fractional Share has been, and the Converted Share will be, duly
authorized by all necessary action on the part of the Company or the Surviving
Corporation, respectively, and when each is issued and delivered in accordance
with the provisions hereof and the Merger Agreement will be validly issued,
fully paid and non assessable and will not be subject to any preemptive or
similar right.

     3. Representations and Warranties of the Purchaser. As used in this
Section 3, the term "Fractional Share" includes the Converted Share. The
Purchaser represents and warrants to the Company as follows:

     (a)  the Purchaser understands that (i) the Fractional Share to be sold
hereunder (A) is not being registered under the Securities Act of 1933, as
amended (referred to herein, together with the rules and regulations
promulgated thereunder, as the "Securities Act"), and is not otherwise
qualified for sale under the securities or blue sky laws and regulations of any
state, (B) will not be listed on any stock or other securities exchange and (C)
will not be readily marketable, and (ii) the Company has no obligation to
effect any such registration, qualification or listing;

     (b)  the Purchaser is acquiring the Fractional Share for his or her own
account for investment and not with a view to any resale, distribution or other
disposition thereof; such Fractional Share will not be sold by the Purchaser in
contravention of the Securities Act or the Securities Exchange Act of 1934, as
amended, or in contravention of the securities or blue sky laws or regulations
of any state;

     (c)  the Purchaser has been supplied with or has had access to the same
kind of information concerning the Company that is required under Schedule A of
the Securities Act;

     (d)  the Purchaser has had the opportunity to ask questions and receive
answers from knowledgeable individuals concerning the Company, its business and
the Fractional Share, so that the Purchaser has been able to make his or her
investment decision to acquire the Fractional Share;

     (e)  the Purchaser is an "accredited investor" as defined in Rule 501(a)
of Regulation D under the Securities Act; the Purchaser further represents that
he or she will notify the Company by telephone immediately of any change which
may occur prior to the acceptance of his or her subscription which would
adversely affect his or her qualification as an "accredited investor" and will
promptly send the Company written confirmation thereof,

     (f)  the Purchaser understands that he or she must bear the economic risk
of his or her investment in the Fractional Share for an indefinite period of
time;

     (g)  the Purchaser understands that the Fractional Share is subject to
restrictions on transferability and resale and that each certificate the
Company issues to represent any Fractional Share sold to him or her hereunder
shall bear, in addition to any legend required by the Company's Certificate of
Incorporation, as amended from time to time, a legend substantially in the
following form:

"THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OR IN A
TRANSACTION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY, QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE SECURITIES ACT AND THE
RULES AND REGULATIONS PROMULGATED THEREUNDER"; and

     (h)  the Purchaser confirms that the information contained in the
Confidential Shareholder Questionnaire, completed by him or her and attached
hereto as Annex A, is true, correct and complete.

     4. Miscellaneous.

     4.1 Counterparts. This Agreement may be execute in any number of
counterparts, each of which shall be an original, and all of which shall
together constitute one agreement.

     4.2 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to the
principles of conflicts of law.

     4.3 Section Headings. The headings of the sections and subsections of this
Agreement are inserted for convenience only and shall not be deemed to
constitute a part thereof.

4.4 Notices.

     (a)  All communications under this Agreement shall be in writing and shall
be delivered by hand, confirmed facsimile, overnight courier or registered or
certified mail, postage prepaid:

     (i) if to the Purchaser, to the address set forth on the signature page
hereof, or at such other address as the Purchaser may have furnished the
Company in writing;

     (ii) if to the Company, at Merchants Plaza, 115 West Washington Street,
Suite 15 East, Indianapolis, Indiana 46204, Attn: James M. Barkley, General
Counsel, or at such other address as the Company may have furnished in writing
to the Purchaser.

(b) Any notice so addressed shall be deemed to be given: if delivered by hand
or confirmed facsimile during normal business hours, on the date of such
delivery; if sent by overnight courier, on the first business day following the
date delivered to such courier with the expectation of overnight delivery; and
if mailed by registered or certified mail, on the fifth business day after the
date of.

     4.5 Expenses and Taxes. The Company will pay, and save the Purchaser
harmless from any and all liabilities (including interest and penalties) with
respect to, or resulting from any delay or failure in paying, stamp and other
taxes (other than income taxes), if any, which may be payable or determined to
be payable on the execution and delivery of this Agreement or acquisition of
the Fractional Share or Converted Share pursuant to this Agreement.

     4.6 Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties. Neither
party may assign this agreement without the written consent of the other party.

     4.7 Entire Agreement: Amendment and Waiver. This Agreement constitutes the
entire understanding of the parties hereto with respect to the subject matter
hereof and supersedes all prior understanding among such parties. This
Agreement may be amended, and the observance of any term of this Agreement may
be waived, with (and only with) the written consent of the party to be bound
thereby.

     4.8 Termination. This Agreement shall terminate (i) at any time upon
written agreement by the parties hereto or (ii) upon the termination of the
obligations of the parties to the Merger Agreement in accordance with the terms
thereof.

     IN WITNESS WHEREOF, of undersigned has executed this Subscription
Agreement on the date set forth below.

Date:     July 11, 1996                 /s/  Marie Denise DeBartolo York
                              Marie Denise DeBartolo York
                              4380 Pebble Beach
                              Canfield, OH  44406

     July 11, 1996                 /s/  John C York,, II
                              John C. York, III
                              4380 Pebble Beach
                              Canfield, OH  44406


     June 27, 1996                 /s/  Larry T. Thrailkill
                              Larry T. Thrailkill
                              205 Derby Glen Lane
                              Brentwood, TN  37027

     June 28, 1996                 /s/  Carmen A. Policy
                              4949 Centennial Blvd.
                              Santa Clara, CA  95054


                              /s/  Mary T. Pipino

                              7600 Market Street
                              Youngstown, OH  44512

                              /s/  Donald P. Pipino
                              7600 Market Street
                              Youngstown, OH  44512


     June 26, 1996                 /s/  Steven Kay
                              Steven Kay
                              100 The Embarcadero
                              San Francisco, CA  94105

     June 26, 1996                 /s/  Lynn E. Davenport
                              Lynn E. Davenport
                              4056 Fairway Drive
                              Canfield, OH  44406

     June 27, 1996                 /s/  Anthony W. Liberati
                              Anthony W. Liberati
                              109 Grouse Lane
                              Selvickley, PA  15143

     June 18, 1996                 /s/  Richard S. Sokolov
                              Richard S. Sokolov
                              7763 Silver Fox Drive
                              Youngstown, OH  44512

     July 16, 1996                 /s/  The G. William Miller Trust 1995
                              G. William Miller
                              1215 19th Street NW
                              Washington, DC  20036

     July 16, 1996                 /s/Edward J. DeBartolo, Jr.
                              Edward J. DeBartolo, Jr.
                              7620 Market Street
                              Youngstown, OH  44512


     July 17, 1996                 /s/  Cynthia R. DeBartolo
                              Cynthia R. DeBartolo
                              7620 Market Street
                              Youngstown, OH  44512

     July 18, 1996                 /s/  Joseph T. Baio
                              Joseph T. Baio
                              140 Park Avenue
                              Bronxville, NY  10708

     June 24, 1996                 /s/  John S. D'Alimonte
                              John S. D'Alimonte
                              c/o Willkie Farr & Gallagher
                              153 E. 53rd Street
                              New York, NY

     July 19, 1996                 /s/  Richard C. Sammis
                              Richard C. Sammis
                              6 Saudder Bay Circle
                              Centerville, MA  02632

     July 2, 1996                  /s/  Gerald Kerner
                              Gerald Kerner
                              64 Ferndale Drive
                              Hastings on Hudson, NY  10701

     July 19, 1996                 /s/  Neil Novikoff
                              Neil Novikoff
                              6 Locust Ridge Road
                              Larchmont, NY  10538

     July 18, 1996                 /s/  William N. Dye
                              William N. Dye
                              210 East 68th Street, #15G
                              New York, NY  10021

     July 24, 1996                 /s/  Robert B. Hodes
                              Robert B. Hodes
                              158 East 33rd Street, Room 4700
                              New York, NY  10022

     Date                     /s/  Duncan J. Stewart
                              Duncan J. Stewart
                              264 Berkely Place

     Date                     /s/  Richard Posen
                              Richard Posen
                              1 Citicorp Center
                              New York, NY  10024
     Date                     /s/  Mary Pipino
                              Mary Pipino
                              7600 Market Street
                              Youngstown, OH  44512


     June 24, 1996                 /s/  Donald Posen
                              Donald Posen
                              7600 Market Street
                              Youngstown, OH  44512
     July 11, 1996                 /s/  Brent Willhite
                              Brent Willhite
                              101 W. 12th Street
                              New York, NY  10011

     June 21, 1996                 /s/  Jay F. Leary
                              Jay F. Leary
                              36 nie des Vignes
                              Paris XVI France  75016

     June 25, 1996                 /s/  Chester J. Straub
                              Chester J. Straub
                              35 Prescott Avenue
                              Bronxville, NY  10708

     June 21, 1996                 /s/   William E. Hiller
                              William E. Hiller
                              22 Reni Road
                              Manhasset, NY  11030

     June 25, 1996                 /s/  Steven H. Reisberg
                              Steven H. Reisberg
                              One Irving Place
                              New York, NY  10003

     June 26, 1996                 /s/  David L. Foster
                              David L. Foster
                              Premium Point Road
                              New Rochelle, NY  10801

     July 2, 1996                  /s/  Benito Romano
                              Benito Romano
                              99 Lincoln Place
                              Brooklyn, NY  11217

     July 26, 1996                 /s/  Richard L. Klein
                              Richard L. Klein
                              42 Meadow Road
                              Scarsdale, NY  10583



     June 28, 1996                 /s/  Peter H. Jakes
                              Peter H. Jakes
                              c/o Willke Farr & Gallagher
                              153 East 53rd Street
                              New York, NY  10028

     June 21, 1996                 /s/  Nora Ann Wallace
                              Nora Ann Wallace
                              37 West 12th Street - 6F
                              New York, NY  10011

     June 21, 1996                 /s/  Jack H. Nusbaum
                              Jack H. Nusbaum
                              c/o Willkie, Farr & Gallagher
                              153 East 53rd Street
                              New York, NY  10011

     July 15, 1996                 /s/  Peter G. Peterson
                              Peter G. Peterson
                              The Blackstone Group
                              345 Park Avenue
                              New York, NY  10154

     July 15, 1996                 /s/  Arthur B. Newman
                              Arthur B. Newman
                              The Blackstone Group
                              345 Park Avenue
                              New York, NY  10154

     July 15, 1996                 /s/  James J. Mossman
                              James J. Mossman
                              The Blackstone Group
                              345 Park Avenue
                              New York, NY  10154

     Date                     /s/  Walter F. Leinhardt
                              Walter F. Leinhardt
                              One Sheldrake Drive
                              Larchmont, NY  10538





Accepted:  August 8, 1996


DAY ACQUISITION CORP.


By:  /s/  James M. Barkley
James M. Barkley
Secretary



===============================================================================
EXHIBIT 10.59
=============
                         AMENDMENT TO SERVICE AGREEMENT

The Edward J. DeBartolo Corporation, an Ohio corporation, having an address at
7620 Market Street, Youngstown, Ohio 44513, and DeBartolo Properties
Management, Inc., an Ohio corporation, having an address at 7655 Market Street,
Youngstown, Ohio 44513, hereby amend that certain Service Agreement which they
entered into as of the 22nd day of April, 1994, by deleting in its entirety
Section 5.1 thereof, which is entitled "Term", and substituting therefore the
following:

Section5.1. Term.

This Agreement shall commence on April 22, 1994 and, except as otherwise
provided herein, shall continue through July 31, 1997. Thereafter, this
Agreement shall be automatically renewed for successive periods of three (3)
calendar months each. The Company may terminate this Agreement effective as of
any date prior to July 31, 1997, which termination date shall not be less than
ninety (90) days after notice of such termination given by Company to Manager.
From and after July 31, 1997, either party may terminate this Agreement at the
expiration of any three month renewal period by giving notice to the other
party not less than three months prior to the termination date. In the event
that the parties have agreed that Manager shall provide certain Regular
Services for a period which expire subsequent to a date upon which this
Agreement terminates, then this Agreement shall remain in effect as to such
Regular Services until the later expiration date. If Manager has agreed to
provide any Occasional Services pertaining to a particular work project, then
this Agreement, as it applies to such Occasional Services, shall remain in
effect until the completion of such Occasional Services notwithstanding the
earlier termination of the Agreement for all other purposes.

The parties hereto acknowledge that certain rights, duties and obligations
under the said Service Agreement have been assigned to and assumed by DeBartolo
Realty Partnership, L.P., a Delaware limited partnership, which joins in the
execution of this Amendment for the purpose of evidencing its agreement
thereto.

This Amendment shall be effective upon occurrence of the Effective Time as such
term is defined in the Agreement and Plan of Merger dated as of March 26, 1996
among Simon Property Group, Inc., Day Acquisition Corp. and DeBartolo Realty
Corporation. Further, in the event that the Effective Time has not occurred by
October 30, 1996, this Amendment shall be deemed to be null, void and of no
further effect, automatically and without notice.

As amended hereby, the said Service Agreement is acknowledged to be, and shall
continue to be, in full force and effect.






Signed by the parties hereto at Youngstown, Ohio the 9th day of August, 1996.

                         The Edward J. DeBartolo Corporation

                         By:  /s/
                              Name:
                              Title:


                         DeBartolo Properties Management, Inc.

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

                         Simon-DeBartolo Group, L.P.

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


===============================================================================
EXHIBIT 10.60
=============
                                       
                         REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT, dated as of August 9, 1996 (the
"Agreement"), by and among the persons set forth on Schedule 1 (the "Simon
Family Members"), SIMON PROPERTY GROUP, INC., a Maryland corporation (the
"Company"), MELVIN SIMON & ASSOCIATES, INC., an Indiana corporation ("MSA"),
JCP REALTY, INC., a Delaware corporation ("JCP"), BRANDYWINE REALTY, INC., a
Delaware corporation ("Brandywine"), 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 and (collectively, the "DeBartolo Group"),
and any of their respective successors-in-interest and permitted assigns. MSA
and the Simon Family Members are hereinafter referred to as the "Simon Family
Entities." The Simon Family Entities, JCP, Brandywine and each member of the
DeBartolo Group are hereinafter sometimes referred to as the "Limited
Partners." With respect to any request pursuant to Section 2.1 on behalf of any
party hereto that is a member of the DeBartolo Group, The Edward J. DeBartolo
Corporation shall act as the sole representative (in such capacity the
"DeBartolo Representative") of all the members of the DeBartolo Group for the
purpose of making such request. The Limited Partners are hereinafter sometimes
referred to as the "Rights Holders." The Rights Holders and their respective
successors-in-interest and permitted assigns are hereinafter sometimes referred
to as the "Holders."

     Upon execution of the Fifth Amended and Restated Agreement of Limited
Partnership (the Partnership Agreement") of DeBartolo Realty Partnership, L.P.,
a Delaware limited partnership (the "Operating Partnership"), dated as of the
date hereof, among DeBartolo Realty Corporation, as its managing general
partner (the "General Partner"), the Company, as its non-managing general
partner, and its limited partners, and the consummation of the transactions
contemplated thereby, each of the Limited Partners will be a limited partner
holding (individually or together with its affiliates) in excess of 1.5% of the
units of partnership interest (the "Units") in the Operating Partnership.
Pursuant to the Partnership Agreement, the Limited Partners now have the right
at any time to exchange all or any portion of their Units for shares (the
"Shares") of the Company's common stock, par value $.0001 per share (the
"Common Stock"), or cash, at the election of the Company, and, except as
provided herein, any Shares issued upon such exchange will not be registered
under the Securities Act of 1933, as amended (the "Securities Act").

     In order to induce the Limited Partners to enter into the Partnership
Agreement, the Company has agreed to provide certain registration rights with
respect to the Shares as set forth in this Agreement.

     In consideration of the mutual covenants and agreements set forth herein
and for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:

     1. Securities Subject to this Agreement. The securities entitled to the
benefits of this Agreement are (a) the Shares issued by the Company to the
Holders upon exchange of Units, (b) the Shares issued by the Company to the
Holders upon conversion of the Class B Common Stock, par value $.0001 per
share, if any of the Company (c) the Shares issued by the Company held by said
Holders upon the conversion of Class C Common Stock, par value $.0001 per
share, if any, of the Company and (d) any other securities issued by the
Company in exchange for or upon conversion of any such Shares (it being
understood that Units do not constitute Registrable Securities) (collectively,
the "Registrable Securities") but, with respect to any particular Registrable
Security, only so long as it continues to be a Registrable Security.
Registrable Securities shall include any securities issued as a dividend or
distribution on account of Registrable Securities or resulting from a
subdivision of the outstanding shares of Registrable Securities into a greater
number of shares (by reclassification, stock split or otherwise). For the
purposes of this Agreement, a security that was at one time a Registrable
Security shall cease to be a Registrable Security when (a) such security has
been effectively registered under the Securities Act other than pursuant to
Section 4 of this Agreement, and either (i) the registration statement with
respect thereto has remained continuously effective for 150 days or (ii) such
security has been disposed of pursuant to such registration statement, (b)
"such security is sold to the public in reliance on Rule 144 (or any similar
provision then in force) under the Securities Act, (c) such security has been
otherwise transferred, except in connection with the exercise of the EJDC
Option (as defined in the Partnership Agreement), and (i) the Company has
delivered a new certificate or other evidence of ownership not bearing the
legend set forth on the Shares upon the initial issuance thereof (or other
legend of similar import) and (ii) in the opinion of counsel to the Company
reasonably acceptable to the Holders and addressed to the Company and the
holder of such security, the subsequent disposition of such security shall not
require the registration or qualification under the Securities Act, or (d) such
security has ceased to be outstanding.

     Notwithstanding anything to the contrary herein, any Limited Partner may
exercise any of its rights hereunder prior to its receipt of Shares, provided
that such Limited Partner, simultaneously with the delivery of any notice
requesting registration hereunder, shall deliver an Exercise Notice to the
Company requesting exchange of Units exchangeable into such number of Shares as
such Limited Partner has requested to be registered. Any such Exercise Notice
so delivered shall be (a) conditioned on the effectiveness of the requested
registration in connection with which it was delivered and (b) deemed to cover
only "such number of Units as are exchangeable into the number of Shares
actually sold pursuant to the requested registration. Any Shares to be issued
in connection with any such Exercise Notice shall be issued upon the closing of
the requested registration. In the event that the Company elects to issue all
cash in lieu of Shares upon the exchange of the Units covered by any such
Exercise Notice, the registration requested by the Limited Partner that
delivered such Exercise Notice, if a Demand Registration, shall not constitute
a Demand Registration under Section 2.1 hereof.

     Nothing contained herein shall create any obligation on the part of the
Company to issue Shares, rather than cash, upon the exchange of any Units.

2. Demand Registration.

     2.1 Request for Registration. At any time, each Holder (or, with respect
to each Holder that is a member of the DeBartolo Group, the DeBartolo
Representative) may make a written request per 12-month period (specifying the
intended method of disposition) for registration under the Securities Act
(each, a "Demand Registration") of all or part of such Holder's Registrable
Securities (but such part, together with the number of securities requested by
other Holders to be included in such Demand Registration pursuant to this
Section 2.1, shall have an estimated market value at the time of such request
(based upon the then market price of a share of Common Stock of the Company) of
at least $10,000,000). Notwithstanding the foregoing, the Company shall not be
required to file any registration statement on behalf of any Holder within six
months after the effective date of any earlier registration statement so long
as the Holder requesting the Demand Registration was given a notice offering it
the opportunity to sell Registrable Securities under the earlier registration
statement and such Holder did not request that all of its Registrable
Securities be included; provided, however, that if a Holder requested that all
of its Registrable Securities be included in the earlier registration statement
but not all were so included through no fault of the Holder, such Holder may,
but shall not be obligated to, require the Company to file another registration
statement pursuant to a Demand Registration (subject, in the event of a Demand
Registration for less than all such remaining Registrable Securities, to the
same $10,000,000 limitation set forth above) exercised by such Holder within
six months of the effective date of such earlier registration statement. Within
ten days after receipt of a request for a Demand Registration, the Company
shall give written notice (the "Notice") of such request to all other Holders
and shall include in such registration all Registrable Securities that the
Company has received written requests for inclusion therein within 15 days
after the Notice is given (the "Requested Securities"). Thereafter, the Company
may elect to include in such registration additional shares of Common Stock to
be issued by the Company. In such event for purposes only of Section 2.3 (other
than the first sentence thereof) and not for purposes of any other provision or
Section hereof (including, without limitation, Section 3), (a) such shares to
be issued by the Company in connection with a Demand Registration shall be
deemed to be Registrable Securities and (b) the Company shall be deemed to be a
Holder thereof. All requests made pursuant to this Section 2.1 shall specify
the aggregate number of Registrable Securities to be registered.

     2.2 Effective Registration and Expenses. A registration shall not
constitute a Demand Registration under Section 2.1 hereof until it has become
effective. In any registration initiated as a Demand Registration, the Company
shall pay all Registration Expenses (as defined in Section 8) incurred in
connection therewith, whether or not such Demand Registration becomes
effective, unless such Demand Registration fails to become effective as a
result of the fault of one or more Holders other than the Company, in which
case the Company will not be required to pay the Registration Expenses incurred
with respect to the offering of such Holder or Holders' Registrable Securities.
The Registration Expenses incurred with respect to the offering of such Holder
or Holders' Registrable Securities shall be the product of (a) the aggregate
amount of all Registration Expenses incurred in connection with such
registration and (b) the ratio that the number of such Registrable Securities
bears to the total number of Registrable Securities included in the
registration.

     2.3 Priority on Demand Registrations. The Holder making the Demand
Registration may elect whether the offering of such Registrable Securities
pursuant to such Demand Registration shall be in the form of a firm commitment
underwritten offering or otherwise; provided, however, that such Holder may not
elect that such offering be made on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act. In any case in which an offering is in the
form of a firm commitment underwritten offering, if the managing underwriter or
underwriters of such offering advise the Company in writing that in its or
their opinion the number of Registrable Securities proposed to be sold in such
offering exceeds the number of Registrable Securities that can be sold in such
offering without adversely affecting the market for the Company's common stock,
the Company will include in such registration the number of Registrable
Securities that in the opinion of such managing underwriter or underwriters can
be sold without adversely affecting the market for the Company's common stock.
In such event, the number of Registrable Securities, if any, to be offered for
the accounts of Holders (including the Holder making the Demand Registration)
shall be reduced pro rata on the basis of the relative number of any
Registrable Securities requested by each such Holder to be included in such
registration to the extent necessary to reduce the total number of Registrable
Securities to be included in such offering to the number recommended by such
managing underwriter or underwriters. In the event the Holder making the Demand
shall receive notice pursuant to this Section 2.3 that the amount of
Registrable Securities to be offered for the account of such Holder shall be
reduced, such Holder shall be entitled to withdraw the Demand by written notice
to the Company within 7 days after receipt of such notice, with the effect that
such Demand shall be deemed not to have been made. In this connection, it is
understood that Teachers' Retirement System of the State of Illinois
("Teachers'") and Homart San Antonio Investment Co. ("Homart") have entered
into a Registration Rights Agreement dated December 1, 1993, as amended (the
"First Agreement"), providing for rights to register certain securities held by
Teachers' and Homart on similar terms to the terms hereof. The Company hereby
agrees to use its commercially reasonable efforts to secure the consent of
Teachers' (a) to waive the provisions of the following two sentences with
respect to the securities held by it, and (b) to participate pro rata with the
Holders in any reduction of the Registrable Securities to be offered hereunder
as provided in the preceding sentence above in this Section 2.3. In the event
Teachers' (if no such consent is secured) or Homart have exercised their rights
pursuant to the First Agreement to have any of their shares of Common Stock
included in such registration statement and in the opinion of the managing
underwriter the number of Registrable Securities proposed to be sold in such
offering plus the number of shares of Common Stock to be sold by Teachers'
and/or Homart exceeds the total number of shares of Common Stock that can be
sold in such offering without adversely affecting the market for the Company's
Common Stock, then the number of Registrable Securities to be offered for the
account of the Holders shall be reduced pro rata as aforesaid to zero before
any reduction in the number of shares of Common Stock to be offered by
Teachers' and/or Homart. Each of the Holders agrees and acknowledges that
Teachers' and Homart are third party beneficiaries of this Agreement and that
this Section 2.3 cannot be amended in a manner adverse to Teachers' or Homart
without the consent of Teachers' and Homart.

     2.4 Selection of Underwriters. If any of the Registrable Securities
covered by a Demand Registration are to be sold in an underwritten offering,
the Holders, in the aggregate, that own or will own a majority of the
Registrable Securities that the Company has been requested to register
(including the Requested Securities but excluding any securities to be issued
by the Company), shall have the right to select the investment banker or
investment bankers and manager or managers that will underwrite the offering;
provided, however, that such investment bankers and managers must be reasonably
satisfactory to the Company.

     3. Registration. Whenever the Company proposes to file a registration
statement under the Securities Act with respect to an underwritten public
offering of common stock by the Company for its own account or for the account
of any stockholders of the Company (other than a registration statement filed
pursuant to either Section 2 or 4 hereof), the Company shall give written
notice (the "Offering noticeO) of such proposed filing to each of the Holders
at least 30 days before the anticipated filing date. Such Offering Notice shall
offer all such Holders the opportunity to register such number of Registrable
Securities as each such Holder may request in writing, which request for
registration (each, a "Piggyback Registration") must be received by the Company
within 15 days after the Offering Notice is given. The Company shall use all
reasonable efforts to cause the managing underwriter or underwriters of a
proposed underwritten offering, if any, to permit the holders of the
Registrable Securities requested to be included in the registration for such
offering to include such Registrable Securities in such offering on the same
terms and conditions as the common stock of the Company or, if such offering is
for the account of other stockholders, the common stock of such stockholders
included therein. Notwithstanding the foregoing, if the managing underwriter or
underwriters of a proposed underwritten offering advise the Company in writing
that in its or their opinion the number of Registrable Securities proposed to
be sold in such offering exceeds the number of Registrable Securities that can
be sold in such offering without adversely affecting the market for the
Company's common stock, the Company will include in such registration the
number of Registrable Securities that in the opinion of such managing
underwriter or underwriters can be sold without adversely affecting the market
for the Company's common stock. In such event, the number of Registrable
Securities, if any, to be offered for the accounts of Holders shall be reduced
pro rata on the basis of the relative number of any Registrable Securities
requested by each such Holder to be included in such registration to the extent
necessary to reduce the total number of Registrable Securities to be included
in such offering to the number recommended by such managing underwriter or
underwriters. The Company shall pay all Registration Expenses incurred in
connection with any Piggyback Registration. In this connection, it is
understood that if Teachers' and/or Homart have exercised their rights pursuant
to the First Agreement to have any of their shares of Common Stock included in
such registration statement and in the opinion of the managing underwriter the
number of Registrable Securities proposed to be sold in such offering plus the
number of shares of Common Stock to be offered by Teachers' and/or Homart
exceeds the total number of shares of Common Stock that can sold in such
offering without adversely affecting the market for the Company's Common Stock,
then the number of Registrable Securities to be offered for the account of the
Holders shall be reduced pro rata as aforesaid to zero before any reduction in
the number of shares of Common Stock to be offered by Teachers' and/or Homart.

     4. Shelf Registration. The Company agrees that, upon the request of any
Holder, the Company shall promptly after receipt of such request notify each
other Holder of receipt of such request and shall cause to be filed on or as
soon as practicable thereafter, but not sooner than 35 days after the receipt
of such notice from such Holder, a registration statement (a "Shelf
Registration Statement") on Form S-3 or any other appropriate form under the
Securities Act for an offering to be made on a delayed or continuous basis
pursuant to Rule 415 thereunder or any similar rule that may be adopted by the
Securities and Exchange Commission (the "Commission") and permitting sales in
any manner not involving an underwritten public offering (and shall register or
qualify the shares to be sold in such offering under such other securities or
"blue sky" laws as would be required pursuant to Section 7(g) hereof) covering
up to the aggregate number of (a) Shares to be issued to such Holder and all
other Holders who request that the shares to be issued to them upon the
exchange of Units held by them be included in the shelf registration statement
upon the exchange of Units so that the Shares issuable upon the exchange of
such Units will be registered pursuant to the Securities Act and (b)
Registrable Securities held by such Holders. The Company shall use its best
efforts to cause the Shelf Registration Statement to be declared effective by
the Commission within three months after the filing thereof. The Company shall
use its reasonable efforts to keep the Shelf Registration Statement
continuously effective (and to register or qualify the shares to be sold in
such offering under such other securities or "blue sky" laws as would be
required pursuant to Section 7(g) hereof) for so long as any Holder holds any
Units that may be exchanged for Shares under the Partnership Agreement or until
the Company has caused to be delivered to each Holder an opinion of counsel,
which counsel must be reasonably acceptable to such Holders, stating that the
Shares issued upon exchange of Units may be sold by the Holders pursuant to
Rule 144 promulgated under the Securities Act without regard to any volume
limitations and that the Company has satisfied the informational requirements
of Rule 144. The Company shall file any necessary listing applications or
amendments to existing applications to cause the Shares issuable upon exchange
of Units to be listed on the primary exchange on which the Common Stock is then
listed, if any. Notwithstanding the foregoing, if the Company determines that
it is necessary to amend or supplement such Shelf Registration Statement and if
the Company shall furnish to the Holders a certificate signed by the Chief
Executive Officer of the Company stating that in the good faith judgment of the
Board of Directors of the Company it would be significantly disadvantageous to
the Company and its stockholders for any such Shelf Registration Statement to
be amended or supplemented, the Company may defer such amending or
supplementing of such Shelf Registration Statement for not more than 45 days
and in such event the Holders shall be required to discontinue disposition of
any Registrable Securities covered by such Shelf Registration Statement during
such period. Notwithstanding the foregoing, if the Company irrevocably elects
prior to the filing of any Shelf Registration Statement to issue all cash in
lieu of Shares upon the exchange of Units by the Holder requesting the filing
of such Shelf Registration Statement, the Company shall not be obligated to
file such Shelf Registration Statement.

     5. Rights of Other Stockholders. The Company shall not grant any person,
for so long as any securities convertible into or exchangeable for Registrable
Securities are outstanding, any rights to have their securities included in any
registration statement to be filed by the Company if such rights are greater
than the rights of the Holders granted herein without extending such greater
rights to the Holders. Subject to the penultimate sentence of Section 2.3 and
the last sentence of Section 3, to the extent the securities of such other
stockholders are entitled to be included in any such registration statement and
the managing underwriter or underwriters believe that the number of securities
proposed to be sold in such offering exceeds the number of securities that can
be sold in such offering without adversely affecting the market for the
Company's common stock, the number of securities to be offered for the accounts
of such other stockholders shall be reduced to zero before the number of
securities to be offered for the accounts of the Holders is reduced. It is
understood that the Company has heretofore granted registration rights pursuant
to the First Agreement to Teachers' and Homart which rights will remain
outstanding following the execution of this Agreement and that under the terms
of the First Agreement, the Company is not permitted to grant to any person for
so long as any securities convertible into or exchangeable for shares of Common
Stock held by Teachers' and/or Homart are outstanding registration rights which
are greater than the rights granted to Teachers' and Homart in the First
Agreement. In this connection, the Simon Family Entities, JCP and Brandywine,
each of whom is also a signatory to the First Agreement, hereby irrevocably
waive all of their rights under such First Agreement, it being understood that
all of their rights to have their securities included in any registration
statement filed by the Company shall flow from this Agreement. Except as set
forth in this Agreement, the First Agreement (as to Teachers' and Homart only)
and the Operating Partnership Agreement, the Company has not granted to any
Person rights to have their securities included in any registration statement
to be filed by the Company following the date hereof. No Person who was a
partner of the Operating Partnership immediately preceding the date of this
Agreement has any rights to cause the Company to register any securities held
or to be acquired by that Person except for any such rights under this
Agreement or the Operating Partnership Agreement.

6. Holdback Agreements.

     6.1 Restrictions on Public Sale by Holders of Registrable Securities. Each
Holder (a) participating in an underwritten offering covered by any Demand
Registration or Piggyback Registration or (b) in the event the Company is
issuing shares of its capital stock to the public in an underwritten offering,
agrees, if requested by the managing underwriter or underwriters for such
underwritten offering, not to effect (except as part of such underwritten
offering or pursuant to Article XII of the Partnership Agreement) any public
sale or distribution of Registrable Securities or any securities convertible
into or exchangeable or exercisable for such Registrable Securities, including
a sale pursuant to Rule 144 (or any similar provision then in force) under the
Securities Act, during the period (a "Lock-Out Period") commencing 14 days
prior to and ending no more than 90 days subsequent to the date (an "Execution
Date") specified in the Lock-Out Notice (as defined below) as the anticipated
date of the execution and delivery of the underwriting agreement (or, if later,
a pricing or terms agreement signed pursuant to such underwriting agreement) to
be entered into in connection with such Demand Registration or Piggyback
Registration or other underwritten offering. The Execution Date shall be no
fewer than 21 days subsequent to the date of delivery of written notice (a
OLock-Out Notice") by the Company to each Holder of the anticipated execution
of an underwriting agreement (or pricing or terms agreement), and the Execution
Date shall be specified in the Lock-Out Notice. The Company may not deliver a
Lock-Out Notice unless it is making a good faith effort to effect the offering
with respect to which such Lock-Out Notice has been delivered. Notwithstanding
the foregoing, the Company may not (a) establish Lock-Out Periods in effect for
more than 208 days in the aggregate within either of the two consecutive twelve-
month periods commencing on August 7, 1995, (b) establish Lock-Out Periods in
effect for more than 208 days in the aggregate within any of the consecutive
fifteen-month periods commencing on August 7, 1997 and (c) cause any Lock-Out
Period to commence (i) during the 45-day period immediately following the
expiration of any Lock-Out Period, such 45-day period to be extended by one day
for each day of delay pursuant to Section 7(a) provided, however, that in no
event shall such extension exceed 90 days, provided, further, however, that
such 90-day limit on extensions shall terminate on December 31, 1998; or (ii)
if the Company shall have been requested to file a Registration Statement
pursuant to Section 2 during such 45-day period (as extended), until the
earlier of (x) the date on which all Registrable Securities thereunder shall
have been sold and (y) 45 days after the effective date of such Registration
Statement. Notwithstanding the foregoing, any Lock-Out Period may be shortened
at the Company's sole discretion by written notice to the Holders, and the
applicable Lock-Out Period shall be deemed to have ended on the date such
notice is received by the Holders. For the purposes of this Section 6.1, a Lock-
Out Period shall be deemed to not have occurred, and a Lock-Out Notice shall be
deemed to not have been delivered, if, within 30 days of the delivery of a Lock-
Out Notice, the Company delivers a written notice (the "Revocation Notice") to
the Holders stating that the offering (the "Aborted Offering") with respect to
which such Lock-Out Notice was delivered has not been, or shall not be,
consummated; provided, however, that any Lock-Out Period that the Company
causes to commence within 45 days of the delivery of such Revocation Notice
shall be reduced by the number of days pursuant to which the Holders were
subject to restrictions on transfer pursuant to this Section 6.1 with respect
to such Aborted Offering.

     6.2 Restrictions on Public Sale by the Company. If, but only if, the
managing underwriter or underwriters for any underwritten offering of
Registrable Securities made pursuant to a Demand Registration so request, the
Company agrees not to effect any public sale or distribution of any of its
securities similar to those being registered, or any securities convertible
into or exchangeable or exercisable for such securities (except pursuant to
registrations on Form S-4 or S-8 or any successor or similar forms thereto)
during the 14 days prior to, and during the 180-day period beginning on, the
effective date of such Demand Registration.

     7. Registration Procedures. Whenever the Holders have requested that any
Registrable Securities be registered pursuant to Section 2 or 3, the Company
shall use its best efforts to effect the registration of Registrable Securities
in accordance with the intended method of disposition thereof as expeditiously
as practicable, and in connection with any such request, the Company shall as
expeditiously as possible:

     (a) in connection with a request pursuant to Section 2, prepare and file
with the Commission, not later than 40 days (or such longer period as may be
required in order for the Company to comply with the provisions of Regulation S-
X under the Securities Act) after receipt of a request to file a registration
statement with respect to Registrable Securities, a registration statement on
any form for which the Company then qualifies or which counsel for the Company
shall deem appropriate and which form shall be available for the sale of such
Registrable Securities in accordance with the intended method of distribution
thereof and, if the offering is an underwritten offering, shall be reasonably
satisfactory to the managing underwriter or underwriters, and use its best
efforts to cause such registration statement to become effective; provided,
however, that if the Company shall within five (5) Business Days after receipt
of such request furnish to the Holders making such a request a certificate
signed by the Chief Executive Officer of the Company stating that in the good
faith judgment of the Board of Directors of the Company it would be
significantly disadvantageous to the Company and its stockholders for such a
registration statement to be filed on or before the date filing would be
required, the Company shall have an additional period of not more than 45 days
within which to file such registration statement (provided that only one such
notice may be given during any 12 month period); and provided, further, that
before filing a registration statement or prospectus or any amendments or
supplements thereto, the Company shall (a) furnish to the counsel selected by
the Holder making the demand, or if no demand, then, by the Holders, in the
aggregate, that own or will own a majority of the Registrable Securities
covered by such registration statement, copies of all such documents proposed
to be filed, which documents will be subject to the review of such counsel, and
(b) notify each seller or prospective seller of Registrable Securities of any
stop order issued or threatened by the Commission or withdrawal of any state
qualification and take all reasonable actions required to prevent such
withdrawal or the entry of such stop order or to remove it if entered;

     (b) in connection with a registration pursuant to Section 2, prepare and
file with the Commission such amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary
to keep such registration statement effective for a period of not less than 150
days (or such shorter period that will terminate when all Registrable
Securities covered by such registration statement have been sold, but not
before the expiration of the applicable period referred to in Section 4 (3) of
the Securities Act and Rule 174 thereunder, if applicable), and comply with the
provisions of the Securities Act applicable to it with respect to the
disposition of all securities covered by such registration statement during
such period in accordance with the intended method of disposition by the
sellers thereof set forth in such registration statement;

     (c) notify each seller of Registrable Securities and the managing
underwriter, if any, promptly, and (if requested by any such Person) confirm
such advice in writing,

     (i) when the prospectus or any supplement thereto or amendment or post-
effective amendment to the registration statement has been filed, and, with
respect to the registration statement or any post-effective amendment, when the
same has become effective,

     (ii) of any request by the Commission for amendments or post-effective
amendments to the registration statement or supplements to the prospectus or
for additional information,

     (iii) of the issuance by the Commission of any stop order suspending the
effectiveness of the registration statement or the initiation or threatening of
any proceedings for that purpose,

     (iv) if at any time during the distribution of securities by the managing
underwriter the representations and warranties of the Company to be contained
in the underwriting agreement cease to be true and correct in all material
respects, and

     (v) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose;

     (d) use its best efforts to prevent the issuance of any stop order
suspending the effectiveness of the registration statement or any state
qualification or any order preventing or suspending the use of any preliminary
prospectus, and use its best efforts to obtain the withdrawal of any order
suspending the effectiveness of the registration statement or any state
qualification or of any order preventing or suspending the use of any
preliminary prospectus at the earliest possible moment;

     (e) if requested by the managing underwriter or a seller of Registrable
Securities, promptly incorporate in a prospectus supplement or post-effective
amendment to the registration statement such information as the managing
underwriter or a seller of Registrable Securities reasonably request to have
included therein relating to the plan of distribution with respect to the
Registrable Securities, including, without limitation, information with respect
to the amount of Registrable Securities being sold to such underwriters, the
purchase price being paid therefor by such underwriters and with respect to any
other terms of the underwritten offering of the Registrable Securities to be
sold in such offering; and make all required filings of such prospectus
supplement or post-effective amendment promptly after being notified of the
matters to be incorporated in such prospectus supplement or post-effective
amendment;

     (f) furnish to each seller of Registrable Securities and the managing
underwriter one signed copy of the registration statement and each amendment
thereto as filed with the Commission, and such number of copies of such
registration statement, each amendment (including post-effective amendments)
and supplement thereto (in each case including all documents incorporated by
reference and all exhibits thereto whether or not incorporated by reference),
the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as each seller may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such seller;

     (g) use reasonable efforts to register or qualify such Registrable
Securities under such other securities or "blue sky" laws of such jurisdictions
as any seller or underwriter reasonably requests in writing and to do any and
all other acts and things that may be reasonably necessary or advisable to
register or qualify for sale in such jurisdictions the Registrable Securities
owned by such seller; provided, however, that the Company shall not be required
to (a) qualify generally to do business in any jurisdiction where it is not
then so qualified, (b) subject itself to taxation in any such jurisdiction, (c)
consent to general service of process in any such jurisdiction or (d) provide
any undertaking required by such other securities or "blue sky" laws or make
any change in its charter or bylaws that the Board of Directors determines in
good faith to be contrary to the best interest of the Company and its
stockholders;

     (h) use reasonable efforts to cause the Registrable Securities covered by
such registration statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company to enable the seller or sellers thereof
or the underwriters, if any, to consummate the disposition of such Registrable
Securities;

     (i) notify each seller of such Registrable Securities at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act of the happening of any event as a result of which the prospectus included
in such registration statement contains an untrue statement of a material fact
or omits to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading, and prepare and file with the Commission a
supplement or amendment to such prospectus so that, as thereafter delivered to
the purchasers of such Registrable Securities, such prospectus will not contain
an untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading;

     (j) enter into customary agreements (including an underwriting agreement
in customary form, if the offering is an underwritten offering) and take such
other actions as are reasonably required in order to expedite or facilitate the
disposition of such Registrable Securities and in such connection:

     (i) make such representations and warranties to the underwriters in form,
substance and scope, reasonably satisfactory to the managing underwriter, as
are customarily made by issuers to underwriters in primary underwritten
offerings on the form of registration statement used in such offering;

     (ii) obtain opinions and updates thereof of counsel, which counsel and
opinions to the Company (in form, scope and substance) shall be reasonably
satisfactory to the managing underwriter, addressed to the managing
underwriter, covering the matters customarily covered in opinions requested in
primary underwritten offerings on the form of registration statement used in
such offering and such other matters as may be reasonably requested by the
managing underwriter;

     (iii) obtain so-called "cold comfort" letters and updates thereof from the
Company's independent public accountants addressed to the managing underwriter
in customary form and covering matters of the type customarily covered in "cold
comfort" letters to underwriters in connection with primary underwritten
offerings and such other matters as may be reasonably requested by the managing
underwriter;

     (iv) cause the underwriting agreements to set forth in full the
indemnification provisions and procedures of Section 9 (or such other
substantially similar provisions and procedures as the managing underwriter
shall reasonably request) with respect to all parties to be indemnified
pursuant to said Section; and

     (v) deliver such documents and certificates as may be reasonably requested
by the Participating Holder or Holders to evidence compliance with the
provisions of this Section 7 (j) and with any customary conditions contained in
the underwriting agreement or other agreement entered into by the Company.

     The above shall be done at the effectiveness of such registration
statement (when consistent with customary industry practice), each closing
under any underwriting or similar agreement as and to the extent required
thereunder and from time to time as may reasonably be requested by the sellers
of Registrable Securities, all in a manner consistent with customary industry
practice.

     (k) make available for inspection by any seller of Registrable Securities,
any underwriter participating in any disposition pursuant to such registration
statement, the counsel referred to in clause (a) of Section 7(a) and any
attorney, accountant or other agent retained by any such seller or underwriter
(collectively, the "Inspectors"), all financial and other records, pertinent
corporate documents and properties of the Company (collectively, the "Records")
as shall be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company's officers, directors, employees and
agents to supply all information reasonably requested by any such Inspector in
connection with such registration statement. Records that the Company
determines, in good faith, to be confidential and that it notifies the
Inspectors are confidential shall not be disclosed by the Inspectors unless (a)
the disclosure of such Records is, in the reasonable judgment of any Inspector,
necessary to avoid or correct a misstatement or omission of a material fact in
the registration statement or (b) the release of such Records is ordered
pursuant to a subpoena or other order from a court or governmental agency of
competent jurisdiction or required (in the written opinion of counsel to such
seller or underwriter, which counsel shall be reasonably acceptable to the
Company) pursuant to applicable state or federal law. Each seller of
Registrable Securities agrees that it will, upon learning that disclosure of
such Records are sought by a court or governmental agency, give notice to the
Company and allow the Company, at the Company's expense, to undertake
appropriate action to prevent disclosure of the Records deemed confidential;

     (l) if such sale is pursuant to an underwritten offering, use reasonable
efforts to obtain a "cold comfort" letter and updates thereof from the
Company's independent public accountants in customary form and covering such
matters of the type customarily covered by "cold comfort" letters as the
holders, in the aggregate, of a majority of the Registrable Securities being
sold and the managing underwriter or underwriters reasonably request;

     (m) otherwise use reasonable efforts to comply with the Securities Act,
the Exchange Act, all applicable rules and regulations of the Commission and
all applicable state securities and real estate syndication laws, and make
generally available to its security holders, as soon as reasonably practicable,
an earnings statement covering a period of 12 months, beginning within three
months after the effective date of the registration statement, which earnings
statement shall satisfy the provisions of Section ll 0(a) of the Securities
Act;

     (n) use reasonable efforts to cause all Registrable Securities covered by
the registration statement to be listed on each securities exchange, if any, on
which similar securities issued by the Company are then listed, provided that
the applicable listing requirements are satisfied;

     (o) cooperate with the sellers of Registrable Securities and the managing
underwriter to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not bearing any restrictive
legends; and enable such Registrable Securities to be in such denominations and
registered in such names as the managing underwriter may reasonably request at
least 2 business days prior to any sale of Registrable Securities to the
underwriters;

     (p) cooperate and assist in any filings required to be made with the NASD
and in the performance of any due diligence investigation by any underwriter;

     (q) prior to the filing of any document which is to be incorporated by
reference into the registration statement or the prospectus (after the initial
filing of the registration statement) provide copies of such document to the
sellers of Registrable Securities, the underwriters and their respective
counsel, make the Company representatives available for discussion of such
document with such persons and, to the extent changes may be made to such
document without the consent of a third party (other than the Company's
accountants or any affiliate of the Company), make such changes in such
document prior to the filing thereof as any such persons may reasonably request
to the extent and only to the extent that such changes relate to a description
of a DeBartolo Group Holder or the Plan or Distribution being effected by a
DeBartolo Group Holder; and

     (r) participate, if so requested, in a "road show" in connection with the
sale of the Registrable Securities but only to the extent reasonably requested
by the managing underwriter, if such sale is pursuant to an underwritten
offering.

     The Company may require each seller or prospective seller of Registrable
Securities as to which any registration is being effected to furnish to the
Company such information regarding the distribution of such securities and
other matters as may be required to be included in the registration statement.

     Each holder of Registrable Securities agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Paragraph (i) of this Section 7, such holder shall forthwith discontinue
disposition of Registrable Securities pursuant to the registration statement
covering such Registrable Securities until such holder's receipt of the copies
of the supplemented or amended prospectus contemplated by Paragraph (i) of this
Section 7, and, if so directed by the Company, such holder shall deliver to the
Company (at the Company's expense) all copies, other than permanent file copies
then in such holder's possession, of the prospectus covering such Registrable
Securities current at the time of receipt of such notice. If the Company shall
give any such notice, the Company shall extend the period during which such
registration statement shall be maintained effective pursuant to this Agreement
(including the period referred to in Paragraph (b) of this Section 7) by the
number of days during the period from and including the date of the giving of
such notice pursuant to Paragraph (i) of this Section 7 to and including the
date when each seller of Registrable Securities covered by such registration
statement shall have received the copies of the supplemented or amended
prospectus contemplated by Paragraph (i) of this Section 7.

     The Company shall keep the sellers of Registrable Securities to be offered
in a given registration advised of the status of any registration in which they
are participating. In addition, the Company and each such seller of Registrable
Securities may enter into understandings in writing whereby such seller of
Registrable Securities will agree in advance as to the acceptability of the
price or range of prices per share at which the Registrable Securities included
in such registration are to be offered to the public. Furthermore, the Company
shall establish pricing notification procedures reasonably acceptable to each
such seller of Registrable Securities and shall, as promptly as practicable
after learning the same from the managing underwriter, use reasonable efforts
to give oral notice to each such seller of Registrable Securities of the
anticipated date on which the Company expects to receive a notification from
the managing underwriter (and any changes in such anticipated date) of the
price per share at which the Registrable Securities included in such
registration are to be offered to the public.

     8. Registration Expenses. The Company shall pay all expenses incident to
its performance of or compliance with this Agreement, including, without
limitation, (a) all Commission, stock exchange and National Association of
Securities Dealers, Inc. registration, filing and listing fees, (b) all fees
and expenses incurred in complying with securities or "blue sky" laws
(including reasonable fees and disbursements of counsel in connection with
"blue sky" qualifications of the Registrable Securities), (c) all printing,
messenger and delivery expenses, (d) all fees and disbursements of the
Company's independent public accountants and counsel and (e) all fees and
expenses of any special experts retained by the Company in connection with any
Demand Registration or Piggyback Registration pursuant to the terms of this
Agreement, regardless of whether such registration becomes effective; provided,
however, that the Company shall not pay the costs and expenses of any Holder
relating to underwriters' commissions and discounts relating to Registrable
Securities to be sold by such Holder (but such costs and expenses shall be paid
by the Holders on a pro rata basis), brokerage fees, transfer taxes, or the
fees or expenses of any counsel, accountants or other representatives retained
by the Holders, individually or in the aggregate. All of the expenses described
in this Section 8 that are to be paid by the Company are herein called
"Registration Expenses."

9. Indemnification: Contribution.

     9.1 Indemnification by the Company. The Company agrees to indemnify, to
the fullest extent permitted by law, each Holder and each secured creditor
referred to in Section 12.4(c)(ii) hereof (a "Secured Creditor"), each of their
respective officers, directors, agents, advisors, employees and trustees, and
each person, if any, who controls such Holder or Secured Creditor (within the
meaning of the Securities Act), against any and all losses, claims, damages,
liabilities and expenses caused by any untrue or alleged untrue statement of
material fact contained in any registration statement, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein (in the case of a
prospectus, in light of the circumstances under which they were made) not
misleading, except insofar as the same are caused by or contained in any
information with respect to such Holder or Secured Creditor furnished in
writing to the Company by such Holder or Secured Creditor expressly for use
therein or by such Holder's or Secured Creditor's failure to deliver a copy of
the prospectus or any supplements thereto after the Company has furnished such
Holder or Secured Creditor with a sufficient number of copies of the same or by
the delivery of prospectuses by such Holder or Secured Creditor after the
Company notified such Holder or Secured Creditor in writing to discontinue
delivery of prospectuses. The Company also shall indemnify any underwriters of
the Registrable Securities, their officers and directors and each person who
controls such underwriters (within the meaning of the Securities Act) to the
same extent as provided above with respect to the indemnification of the
Holders.

     9.2 Indemnification By Holders. In connection with any registration
statement in which a Holder is participating, each such Holder shall furnish to
the Company in writing such information and affidavits with respect to such
Holder as the Company reasonably requests for use in connection with any such
registration statement or prospectus and agrees to indemnify, severally and not
jointly, to the fullest extent permitted by law, the Company, its officers,
directors and agents and each person, if any, who controls the Company (within
the meaning of the Securities Act) against any and all losses, claims, damages,
liabilities and expenses resulting from any untrue or alleged untrue statement
of a material fact or any omission or alleged omission of a material fact
required to be stated in any registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or necessary to make
the statements therein (in the case of a prospectus, in light of the
circumstances under which they were made) not misleading, to the extent, but
only to the extent, that such untrue or alleged untrue statement or omission is
contained in or omitted from, as the case may be, any information or affidavit
with respect to such Holder so furnished in writing by such Holder specifically
for use in the Registration Statement. Each Holder also shall indemnify any
underwriters of the Registrable Securities, their officers and directors and
each person who controls such underwriters (within the meaning of the
Securities Act) to the same extent as provided above with respect to the
indemnification of the Company.

     9.3 Conduct of Indemnification Proceedings. Any party that proposes to
assert the right to be indemnified under this Section 9 shall, promptly after
receipt of notice of commencement of any action against such party in respect
of which a claim is to be made against an indemnifying party or parties under
this Section 9, notify each such indemnifying party of the commencement of such
action, enclosing a copy of all papers served, but the omission so to notify
such indemnifying party will not relieve it from any liability that it may have
to any indemnified party under the foregoing provisions of this Section 9
unless, and only to the extent that, such omission results in the forfeiture of
substantive rights or defenses by the indemnifying party. If any such action is
brought against any indemnified party and it notifies the indemnifying party of
its commencement, the indemnifying party will be entitled to participate in
and, to the extent that it elects by delivering written notice to the
indemnified party promptly after receiving notice of the commencement of the
action from the indemnified party, jointly with any other indemnifying party
similarly notified, to assume the defense of the action, with counsel
reasonably satisfactory to the indemnified party, and after notice from the
indemnifying party to the indemnified party of its election to assume the
defense, the indemnifying party will not be liable to the indemnified party for
any legal or other expenses except as provided below and except for the
reasonable costs of investigation subsequently incurred by the indemnified
party in connection with the defense. If the indemnifying party assumes the
defense, the indemnifying party shall have the right to settle such action
without the consent of the indemnified party; provided, however, that the
indemnifying party shall be required to obtain such consent (which consent
shall not be unreasonably withheld) if the settlement includes any admission of
wrongdoing on the part of the indemnified party or any decree or restriction on
the indemnified party or its officers or directors; provided, further, that no
indemnifying party, in the defense of any such action, shall, except with the
consent of the indemnified party (which consent shall not be unreasonably
withheld), consent to entry of any judgment or enter into any settlement that
does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all liability with
respect to such action. The indemnified party will have the right to employ its
own counsel in any such action, but the fees, expenses and other charges of
such counsel will be at the expense of such indemnified party unless (a) the
employment of counsel by the indemnified party has been authorized in writing
by the indemnifying party, (b) the indemnified party has reasonably concluded
(based on advice of counsel) that there may be legal defenses available to it
or other indemnified parties that are different from or in addition to those
available in the indemnifying party, (c) a conflict or potential conflict
exists (based on advice of counsel to the indemnified party) between the
indemnified party and the indemnifying party (in which case the indemnifying
party will not have the right to direct the defense of such action on behalf of
the indemnified party) or (d) the indemnifying party has not in fact employed
counsel to assume the defense of such action within a reasonable time after
receiving notice of the commencement of the action, in each of which cases the
reasonable fees, disbursements and other charges of counsel will be at the
expense of the indemnifying party or parties. It is understood that the
indemnifying party or parties shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable
fees, disbursements and other charges of more than one separate firm admitted
to practice in such jurisdiction at any one time from all such indemnified
party or parties unless (a) the employment of more than one counsel has been
authorized in writing by the indemnifying party or parties, (b) an indemnified
party has reasonably concluded (based on advice of counsel) that there may be
legal defenses available to it that are different from or in addition to those
available to the other indemnified parties or (c) a conflict or potential
conflict exists (based on advice of counsel to an indemnified party) between
such indemnified party and the other indemnified parties, in each of which
cases the indemnifying party shall be obligated to pay the reasonable fees and
expenses of such additional counsel or counsels. An indemnifying party will not
be liable for any settlement of any action or claim effected without its
written consent (which consent shall not be unreasonably withheld).

     9.4 Contribution. If the indemnification provided for in this Section 9
from the indemnifying party is unavailable to an indemnified party hereunder in
respect of any losses, claims, damages, liabilities or expenses referred to
herein, then the indemnifying party, to the extent such indemnification is
unavailable, in lieu of indemnifying such indemnified party, shall contribute
to the amount paid or payable by such indemnified party as a result of such
losses, claims, damages, liabilities or expenses in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and
indemnified parties in connection with the actions that resulted in such
losses, claims, damages, liabilities or expenses. The relative fault of such
indemnifying party and indemnified parties shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, has been made by, or relates to information supplied by,
such indemnifying party or indemnified parties, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such action. The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities and expenses referred to above shall be deemed to
include, subject to the limitations set forth in Section 9.3, any legal or
other fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding.

     The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 9.4 were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in the immediately preceding
paragraph. No person guilty of fraudulent misrepresentation (within the meaning
of Section ll(f) of the Securities Act) shall be entitled to contribution from
any person.

     If indemnification is available under this Section 9, the indemnifying
parties shall indemnify each indemnified party to the full extent provided in
Section 9.1 and 9.2 without regard to the relative fault of said indemnifying
parties or indemnified party.

     10. Participation in Underwritten Registrations. No person may participate
in any underwritten registration hereunder unless such person (i) agrees to
sell such person's securities on the basis provided in any underwriting
agreements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

     11. Rule 144. The Company covenants that it shall use its best efforts to
file the reports required to be filed by it under the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the Commission thereunder
if and when the Company becomes obligated to file such reports (or, if the
Company ceases to be required to file such reports, it shall, upon the request
of any Holder, make publicly available other information), and it shall, if
feasible, take such further action as any Holder may reasonably request, all to
the extent required from time to time to enable such Holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (i) Rule 144 under the Securities Act, as such
Rule may be amended from time to time or (ii) any similar rules or regulations
hereafter adopted by the Commission. Upon the written request of any Holder,
the Company shall deliver to such Holder a written statement as to whether it
has complied with such requirements.

12. Miscellaneous.

     12.1 Remedies. Each Holder, in addition to being entitled to exercise all
rights granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement. The Company agrees
that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach by it of the provisions of this Agreement and hereby
agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate.

     12.2 Amendments and Waivers. Except as otherwise provided herein, the
provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
unless the Company has obtained the written consent of all Holders.

     12.3 Notices. Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, or sent by
certified or registered or express mail, postage prepaid. Any such notice shall
be deemed given when so delivered personally, or, if mailed, five days (or, in
the case of express mail, one day) after the date of deposit in the United
States mail, as follows: (i) if to the Company, to:

Simon Property Group, Inc.
Merchants Plaza
115 West Washington Street
Suite 15 East
Indianapolis, IN 46204
Attention: David Simon
          James M. Barkley, Esq.
Facsimile No.: (317) 685-7221

with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Attention: Toby S. Myerson, Esq.
          Edwin S. Maynard, Esq.
Facsimile: (212) 757-3990

(ii) if to any Holder, to the most current address of such Holder given by such
Holder to the Company in writing.

     Any party may by notice given in accordance with this Section 12.3 to the
other parties designate another address or person for receipt of notice
hereunder.

     12.4 Successors and Assigns.

     (a) This Agreement shall inure to the benefit of and be binding upon the
Holders and their respective successors and assigns and the successors and
assigns of the Company; provided, however, that, except as otherwise provided
in Sections 12.4(b) and (c) hereof, no Holder may assign its rights hereunder
to any person who is not a permitted transferee of such Holder pursuant to the
terms of the Partnership Agreement; provided further, that, except as otherwise
provided in Section 12.4 (b) or (c) hereof, no Holder may assign its rights
hereunder to any person who does not acquire all or substantially all of such
Holder's Registrable Securities or Units, as the case may be, or, (i) in the
case of the Simon Family Entities, to any person who does not acquire at least
$10,000,000 worth of the Simon Family Entities' Registrable Securities or Units
and (ii) in the case of the DeBartolo Group to any person who does not acquire
at least $10,000,000 worth of DeBartolo Group's Registrable Securities or
Units.

     (b) Affiliates. It is understood that JCP and Brandywine are affiliates
and that under the terms of the Partnership Agreement, Limited Partners have
the right to assign their partnership interests, in whole or in part, to their
affiliates. The provisions of this Agreement shall insure to the benefit of all
such affiliates and, for all purposes of this Agreement, a party to this
Agreement (other than the Company) and all of its affiliates which at the time
in question are Limited Partners of the Operating Partnership shall be deemed
to be one party, with the consequence that (i) they may aggregate their Units
for the purpose of exercising their rights under this Agreement and (ii) to
assign the benefits of this Agreement to a third party which is not an
affiliate of them, except as otherwise provided with respect to the Simon
Family Entities in Section 12.4 (a) above, they must together assign to such
third party all or substantially all of the aggregate amount of Units held by
all of them.

     (c) Transfer of Exchange and Registration Rights. (i) The rights of each
DeBartolo Group Holder to make a request and to cause the Company to register
Registrable Securities owned by such Holder under Section 2 hereof and the
right to cause the Company to include Registrable Securities in a registration
for the account of the Company under Section 3 hereof (the "Rights") may be
assigned, from time to time and reassigned, in whole or in part, to a
transferee or assignee receiving (except as provided in Section 12.4(c)(ii)
below) at least three percent (3%) of the outstanding shares of Common Stock or
Units exchangeable into at least such number of shares of Common Stock (the
"Three Percent Requirement") in connection with a transfer or assignment of
shares of Common Stock received upon exchange of Units in connection with a
substantially contemporaneous resale of all such Units or Units which is not
prohibited under any other agreement to which the transferor or assignor is a
party or any pledge of Units or Common Stock which is not prohibited under any
other agreement to which the transferor or assignor is a party, provided that
(x) such transfer may otherwise be effected in accordance with applicable
securities law, (y) the Company is given written notice of such assignment
prior to such assignment or promptly thereafter, and (z) the transferee or
assignee by written agreement acknowledges that he is bound by the terms of
this Agreement. From and after the occurrence of any such transfer, the defined
term OHolderO shall include such transferees or assignees.

     (ii) The Rights granted to each member of the DeBartolo Group hereunder
may be assigned pursuant to this Section 12.4(c) to a secured creditor to whom
such Holder has pledged Units (or other securities exchangeable or convertible
into Registrable Securities) or Registrable Securities prior to the date
hereof, which pledge shall be permitted hereunder, and the Three Percent
Requirement shall not apply to any such assignment. Such rights may, to the
extent provided in the pledge, security or other agreement or instrument
pursuant to which such rights have been assigned and to the extent permitted by
the Securities Act and the rules and regulations thereunder, be exercised by
any such secured creditor even though it does not become an assignee of the
pledged Units of such Holder pursuant to Section 12.4(c)(i) hereof. Each of the
Estate of Edward J. DeBartolo, Edward J. DeBartolo, Jr., The Edward J.
DeBartolo Corporation and each corporate or other person or legal entity, other
than Marie Denise DeBartolo York specified on Schedule B to the Stockholders
Agreement does hereby grant the rights, as described in the two preceding
sentences, to the institution from time to time serving as the Administrative
Agent under (A) the Second Amended and Restated New Facility Credit Agreement,
dated as of March 31, 1994, by and among DeBartolo, Inc. and The Edward J.
DeBartolo Corporation, as the Borrowers, Wells Fargo Bank, N.A., as the Issuing
Bank, the Co-Lenders from time to time party thereto, and Wells Fargo Realty
Advisors Funding, Incorporated, as the Administrative Agent (and its successors
and assigns), as such agreement may be modified, supplemented or amended from
time to time and (B) the Second Amended and Restated Restructuring Facility
Credit Agreement, dated as of March 31, 1994, by and among DeBartolo, Inc. and
The Edward J. DeBartolo Corporation, as the Borrowers, the Co-Lenders from time
to time party thereto, and Wells Fargo Realty Advisors Funding, Incorporated,
in its capacity as the Administrative Agent (together with its successors and
assigns), as such agreement may be modified, supplemented or amended from time
to time. Upon notice to the Company by any such secured creditor that it has
become authorized to exercise such Rights, no further written instrument shall
be required under this Agreement; provided that such secured creditor provides
the Company at the time it exercises any rights with such indemnification and
certifications as are reasonably satisfactory to the Company in form and
substance as to its authorization to exercise such rights. It is further
expressly understood and agreed that (i) the Company shall not be required in
any way to determine the validity or sufficiency, whether in form or in
substance, of any certification from a secured creditor that it is authorized
to exercise Rights so transferred to it, (ii) the Company shall have no
liability to any Holder for acting in accordance with any such certification
and (iii) no further indemnification to the Company shall be required pursuant
to this Section 12.4(c). The Company shall not be required in any way to
determine the validity or sufficiency, whether in form or in substance, of any
written instrument referred to in the second sentence of this Section
12.4(c)(ii), and it shall be sufficient if any writing purporting to be such an
instrument is delivered to the Company and purports on its face to be correct
in form and signed or otherwise executed by such Holder. The Company may
continue to rely on such written instrument until such time, if any, that it
receives a written instrument from the secured creditor named therein (or its
successor) revoking, or acknowledging the revocation or other termination of,
the authority granted by such written instrument.

     (iii) The rights of each of JCP and Brandywine to make a request and cause
the Company to register Registrable Securities owned by such Holder under
Section 2 hereof and the right of such Holder to cause the Company to include
Registrable Securities in a registration for the account of the Company under
Section 3 hereof (the "JCP Rights") may be assigned (i) to a secured creditor
to whom such Holder has pledged Units or, if such Holder has not previously
exercised the right provided for in the first sentence of Section 9.3(c) of the
Operating Partnership Agreement, to any Person to whom the secured creditor has
transferred the pledged Units pursuant to Section 9.3(c) of the Operating
Partnership Agreement (such secured creditor or such transferee being referred
to as the "Assignee"), in each case subject to the further terms and provision
of this Section 12.4(c)(iii). The JCP Rights may be exercised by the Assignee
after the Assignee has become a substitute Limited Partner of the Operating
Partnership and only if the Assignee provides the Company at the time it
exercises the JCP Rights with such indemnification and certifications as are
reasonably satisfactory to the Company in form and substance as to its
authorization to exercise such JCP Rights. It is further expressly understood
and agreed that (i) the Company shall not be required in any way to determine
the validity or sufficiency, whether in form or in substance, of any
certification from the Assignee that it is authorized to exercise the JCP
Rights so transferred to it, (ii) the Company shall have no liability to such
Holder for acting in accordance with any such certification and (iii) except as
set forth above in this paragraph, no further indemnification to the Company
shall be required pursuant to this Section 12.4(c).

     12.5 Mergers. Etc. In addition to any other restriction on mergers,
consolidations and reorganizations contained in the articles of incorporation,
by-laws, code of regulations or agreements of the Company, the Company
covenants and agrees that it shall not, directly or indirectly, enter into any
merger, consolidation or reorganization in which the Company shall not be the
surviving corporation unless all the Registrable Securities and all of the
outstanding shares of Common Stock of the Company and Units are exchanged or
purchased upon substantially equivalent economic terms for cash or freely
marketable securities of the surviving corporation unless the surviving
corporation shall, prior to such merger, consolidation or reorganization, agree
in a writing to assume in full and without modification other than conforming
changes necessary to reflect the new issuer of the Registrable Securities all
of the obligations of the Company under this Agreement, and for that purpose
references hereunder to "Registrable Securities" shall be deemed to include the
securities which holders of Common Stock would be entitled to receive in
exchange for Registrable Securities pursuant to any such merger, consolidation,
sale of all or substantially all of its assets or business, liquidation,
dissolution or reorganization.

     12.6 Consent of Teachers'. Notwithstanding anything to the contrary
contained herein, the Company hereby agrees to use its commercially reasonable
best efforts to cause Teachers' to execute this Agreement at the Closing and to
waive all of its rights under the First Agreement.

     12.7 BJS Registration Rights Agreement. The parties hereto agree that the
provisions of Section 5 hereof shall not apply to the Registration Rights
Agreement, dated March 26, 1996, between the Company and BJS Capital Partners
L.P. ("BJS"), copies of which have been delivered to the parties hereto.

     12.8 Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

     12.9 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     12.10 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     12.11 Severability. If any one or more of the provisions contained herein,
or the application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired, it being intended
that all of the rights of the Holders shall be enforceable to the full extent
permitted by law.

     12.12 Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect
of the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings other than those set forth or referred to herein.
This Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first written above.


SIMON PROPERTY GROUP, INC.
By: /s/ David Simon
C.E.O

MELVIN SIMON & ASSOCIATES, INC.
By: /s/ David Simon
Vice President

JCP REALTY, INC.
By:  /s/ Jack Garvey
Executive Vice President

BRANDYWINE REALTY, INC.
By:  /s/  Jack Garvey
Executive Vice President

/s/ Melvin Simon

/s/ Herbert Simon

/s/ Deborah J. Simon

/s/ Cynthia Simon Skjodt

/s/ Irwin Katz
Irwin Katz, as Successor Trustee Under Declaration of Trust and Trust Agreement
Dated August 4, 1970.

/s/ Irwin Katz, as Trustee of the Melvin Simon Trust No. 1, the Melvin Simon
Trust No. 6, the Melvin Simon Trust No. 7 and the Herbert Simon Trust No. 3

MELVIN SIMON & ASSOCIATES, INC.
By:  /s/ David Simon
Vice President

PENN SIMON CORPORATION
By:  /s/ David Simon
Vice President

NACO SIMON CORP.
By:  /s/ David Simon
Vice President

SANDY SPRINGS PROPERTIES, INC.
By:  /s/ David Simon
Vice President

SIMON ENTERPRISES, INC.
By:  /s/ David Simon
Vice President

S.F.G. COMPANY, L.L.C.
By:  MELVIN SIMON & ASSOCIATES, INC. its manager

By:  /s/  David Simon
Vice President

MELVIN SIMON, HERBERT SIMON AND DAVID SIMON, NOT INDIVIDUALLY BUT AS VOTING
TRUSTEES UNDER THAT CERTAIN VOTING TRUST AGREEMENT, VOTING AGREEMENT AND PROXY
DATED AS OF DECEMBER 1, 1993, BETWEEN MELVIN SIMON, HERBERT SIMON AND DAVID
SIMON
By:  /s/ Melvin Simon
       /s/ Herbert Simon
       /s/ David Simon

THE EDWARD J. DeBARTOLO CORPORATION
By:  /s/ Lynn E. Davenport
Senior Vice President

THE ESTATE OF EDWARD J. DeBARTOLO
By:  /s/ Edward J. DeBartolo, Jr.
Co-Executor
By:  /s/ Marie Denise DeBartolo York
Co-Executor

/s/ Edward J. DeBartolo, Jr.
Edward J. DeBartolo, Jr., individually, and in his capacity as Trustee under
(I) the Lisa Marie DeBartolo Revocable Trust - successor by assignment from
Edward J. DeBartolo Trust No. 5, (ii) the Tiffanie Lynne DeBartolo Revocable
Trust - successor by assignment from Edward J. DeBartolo Trust No. 6 and (iii)
Edward J. DeBartolo Trust No. 7 for the Benefit of Nicole Anne DeBartolo

/s/ Cynthia R. DeBartolo
Marie Denise DeBartolo York, individually, and in her capacity as Trustee under
(i) Edward J. DeBartolo Trust No. 8 for the benefit of John Edward York, (ii)
Edward J. DeBartolo Trust No. 9 for the benefit of Anthony John York, (iii)
Edward J. DeBartolo Trust No. 10 for the benefit of Mara Denise York and (iv)
Edward J. DeBartolo Trust No. 11 for the benefit of Jenna Marie York.

CORAL SQUARE ASSOCIATES
By:  Lynn E. Davenport
Vice President

SOUTH BEND ASSOCIATES
By:  DeBartolo, Inc.
By:  /s/ Lynn E. Davenport
Senior Vice President
By:  The Estate of Edward J. DeBartolo
By:  /s/ Edward J. DeBartolo, Jr.
Co-Executor
By:  /s/ Marie Denise DeBartolo York
Co-Executor

WASHINGTON SQUARE ASSOCIATES
By:  The Edward J. DeBartolo Corporation
By:  /s/ Lynn E. Davenport
Senior Vice President

H-CASTLETON
By:  Altamonte, Inc.
By:  /s/ Lynn E. Davenport
Vice President

BAY PARK, INC.
WARD PLAZA ASSOCIATES
CHELTENHAM SHOPPING CENTER ASSOCIATES
SUMMIT MALL INC.
TYRONE SQUARE, INC.
UPPER VALLEY, INC.
MISSION VIEJO MALL, INC.
PINELLAS SQUARE, INC.
GREAT LAKES MALL, INC.
LAFAYETTE SQUARE, INC.
LIMA MALL, INC.
RICHMOND MALL, INC.
WOODVILLE MALL, INC.
DeBARTOLO AVENTURA, INC.
BOYNTON BEACH, INC.
THE FLORIDA MALL CORPORATION
DeBARTOLO, INC.
D.L. GROVE, INC.
TC MALL II, INC.
PADDOCK MALL, INC.
NATIONAL INDUSTRIAL DEVELOPMENT CORPORATION
GREAT NORTHEAST MALL, INC.
By:  /s/Lynn E. Davenport
Vice President

RUES PROPERTIES, INC.
By:  /s/ Lynn E. Davenport
Vice President

COLUMBIA SC I, INC.
COLUMBIA SC II, INC.
NORTHGATE I REAL ESTATE CORPORATION
NORTHGATE II REAL ESTATE CORPORATION
TACOMA SC I, INC.
TACOMA SC II, INC.
By:  /s/ Lynn E. Davenport
Vice President

==============================================================
EXHIBIT 10.61
=============
                                       
                 FOURTH AMENDMENT TO PURCHASE OPTION AGREEMENT

     THIS FOURTH AMENDMENT TO PURCHASE OPTION AGREEMENT, dated as of the 15th
day of July, 1996, (this "Amendment") between JCP Realty, Inc., a Delaware
corporation, having an address at P.O. Box 10001, Dallas, Texas 75301-2102
("Grantor") and DeBartolo Realty Partnership, L.P., a Delaware limited
partnership, having its address at 7620 Market Street, Youngstown, Ohio 44513
(the "Operating Partnership").

                             W I T N E S S E T H :

      WHEREAS, Grantor and the Operating Partnership entered into that  certain
Purchase  Option  Agreement dated as of April 21, 1994, which  Purchase  Option
Agreement  has  been  amended in order to extend the Option  Period  by  letter
agreements  dated  April 10, 1996, May 30, 1996 and July 2, 1996,  respectively
(said  Purchase Option Agreement as so amended being herein referred to as  the
"Option Agreement");

      WHEREAS, the Option Period expires by its terms on July 15, 1996, and the
Operating Partnership has requested Grantor to extend the Option Period;

      WHEREAS,  Grantor is willing to extend the Option Period as requested  on
the  condition  that  the  Operating Partnership  agree  to  amend  the  Option
Agreement as set forth herein;

      NOW,  THEREFORE, for and in consideration of the parties' mutual promises
and  covenants,  and  other good and valuable consideration,  the  receipt  and
sufficiency of which is mutually acknowledged, the parties hereto, intending to
be mutually bound, do hereby agree to amend the Option Agreement as follows:

      1.    The first sentence of Section 1.1 of the Option Agreement is hereby
deleted and the following sentence is substituted in lieu thereof:

           "Grantor  hereby grants to the Operating Partnership an option  (the
"Option") to acquire the Interests (but not portions of such Interests) in  any
or  both  of  Chesapeake-JCP  Associates, Ltd.  and/or  Mall  of  the  Mainland
Associates L.P. on or before July 31, 1999; to acquire the Interests  (but  not
portions of such Interests) in Port Charlotte-JCP Associates, Ltd. on or before
July  31,  2000;  and  to  acquire the Interests  (but  not  portions  of  such
Interests) in Northfield Center Limited Partnership on or before July 31,  2001
(respectively and collectively, the "Option Period")."

The  phrase  ", 1.6" is added to the second sentence of Section 1.1  after  the
phrase "Subject to Sections 1.5".

      2.    The term "Opinion" as used in Section 1.5 is hereby amended to mean
the  following:  a certification of a nationally recognized firm  of  certified
public  accountants  which  certification shall  be  reasonably  acceptable  to
Grantor  of  the  Affiliate, as the case may be".  In addition,  the  following
sentence  shall  be added after the first sentence of Section 1.5  (which  ends
with the phrase "result of the exercise of the Option (the "Tax Risks")"):

      "In  order for the delivery of the Opinion either pursuant to  the  first
sentence of Section 1.5 or clause (i) below in this Section 1.5 to satisfy  the
condition of this Section 1.5, Grantor or its Affiliate, and their tax advisors
and/or counsel, must be reasonably satisfied that the exercise of the Option
will  not  result  in  the  recognition of income or gain  by  Grantor  or  its
Affiliate, as the case may be."

     3.   The following Section 1.6 is added to the Option Agreement:

           Section 1.6.   Condition to Exercise of Option.   (a) As a condition
to the exercise of the Option with respect to Grantor's or its Affiliate's
Interests  in  any  of the Partnerships except Mall of the Mainland  Associates
L.P. (the "Conditioned Interests"), the Operating Partnership shall have, prior
to the following dates, provided Grantor with the opportunity to enter into one
or  more  Acceptable Risk Contract(s) which Acceptable Risk Contract(s)  comply
with  all  of  the criteria set forth in (b) below, and  in                such
amounts and by such dates as are set forth in (1), (2), and (3) below:

              1)As to the first Conditioned Interest as to which the Operating
                 Partnership exercises the Option: By no later than the earlier
                 of (i) the date of exercise of the Option with respect to such
                 Interests, or (ii) July 31, 1997, in the amount of at least
                 $10,000,000.00 ("First Condition");
              
              2)As to the second Conditioned Interest as to which the Option
                 is exercised:  The First Condition shall have been timely
                 satisfied as set forth in (1) above, and by no later than the
                 earlier of (i) the date of exercise of the Option with respect
                 to such Interests, or (ii) December 31, 1997, in the
                 additional amount of at least $5,000,000.00 ("Second
                 Condition");
              
              3)As to the third Conditioned Interest as to which the Option is
                 exercised:  The First Condition and the Second Condition shall
                 have been timely satisfied as set forth in (1) and (2),
                 respectively, above, and by no later than the earlier of (i)
                 the date of exercise of the Option with respect to such
                 Interests, or (ii) July 31, 1998, in the additional amount of
                 at least $5,000,000.00.
              
                The Operating Partnership may exercise the Option with respect
                 to the Interest in Mall of the Mainland Associates L.P. at any
                 time during the Option Period without first satisfying the
                 foregoing conditions, subject however to all other terms,
                 conditions and requirements set forth elsewhere        in the
                 Option Agreement.  The Operating Partnership may exercise the
                 Option with respect to any one of the Conditioned Interests
                 subject to satisfaction of the foregoing conditions (as well
                 as all other terms, conditions, and requirements set forth
                 elsewhere in the Option Agreement).
              
                (b)  In order for the conditions described in this Section 1.6
                 to be satisfied, the Acceptable Risk Contract(s) must comply
                 with all of the following criteria, unless and only to the
                 extent that any of said criteria are waived in writing by
                 Grantor in its sole and absolute discretion:

                   1)The loan which is the subject of the Acceptable Risk
                      Contract (the "Subject Loan") must have a remaining term
                      of at least five (5) years from the date of the
                      Acceptable Risk Contract.
                   
                   2)The Subject Loan must have a debt service coverage ratio
                      of at least 1.30 to 1, the debt service coverage to be
                      based upon the ratio of net operating income determined
                      on a cash basis (rather than a book or accrual basis to
                      total debt service (including principal and interest and
                      determined over the term of the Acceptable Risk
                      Contract).
                   
                   3)The subject Loan must be secured by a first lien mortgage
                      on real property that has a fair market value of at least
                      ten times the maximum amount of the Acceptable Risk
                      Contract, as determined by either a current appraisal
                      accepted by the lender for purposes of making or
                      modifying the Subject Loan, or, only in the event the
                      lender refuses to furnish said appraisal to the borrower,
                      then another current appraisal prepared for the borrower
                      within the past six months or, if same is not available
                      to borrower, then as determined by borrower and Grantor,
                      in their reasonable judgment.
                   
                   4)The stated principal amount of the Subject Loan must not
                      be greater than 75% of the fair market value of the real
                      property securing same, as determined pursuant to
                      paragraph 3 above.
                   
                   5)The first amounts received or deemed received from a
                      foreclosure sale or conveyance by deed in lieu of
                      foreclosure of the real property securing the Subject
                      Loan, or otherwise credited against the Subject Loan,
                      must be credited against the obligations of Grantor under
                      the Acceptable Risk Contract, on a dollar for dollar
                      basis, and no such amounts may be credited against any
                      Acceptable Risk Contract (or other guarantee) of any
                      other person or entity unless and until the obligations
                      under the Acceptable Risk Contract entered into by
                      Grantor have been fully satisfied by such credits.
                      Further, the Acceptable Risk Contract must not guarantee
                      performance, but only collection.
                   
                   6)The Subject Loan must constitute either a new loan or a
                      refinancing or modification of an existing loan, and
                      cannot be an existing loan.  The Operating Partnership
                      furnishes to Grantor all loan documents which evidence or
                      secure the Subject Loan and such other documents and
                      information as is requested by Grantor related thereto,
                      and cooperates with Grantor in negotiating the Acceptable
                      Risk Contract with the lender, and provides Grantor with
                      at least 60 days prior notice of such Subject Loan, or
                      such shorter time as Operating Partnership is aware of
                      the Subject Loan, but in no event shorter than 30 days,
                      in order for Grantor to evaluate the Acceptable Risk
                      Contract, negotiate the terms thereof, obtain any
                      necessary authority to execute same, and consummate the
                      transaction.
                   
                   7)Grantor has reasonably satisfied itself (which may
                      include such legal assurances that Grantor seeks at its
                      own cost and expense) that the effect of the Acceptable
                      Risk Contract will be to provide Grantor with additional
                      basis in its partnership interests in the Operating
                      Partnership in at least the amount of the Acceptable Risk
                      Contract.

                  (c)  In the event that the Operating Partnership provides
        Grantor the opportunity to enter into Acceptable Risk Contract(s) which
        comply with the foregoing criteria in the amounts, and such that the
        Acceptable Risk Contract(s) are effective on or before the dates, set
        forth in Section 1.6(a) above with respect to the Partnerships therein
        mentioned, then the Operating Partnership shall be deemed to have
        satisfied such condition with respect to the exercise of the Option to
        purchase Grantor's Interests in such Partnership(s), as applicable,
        whether or not Grantor elects to enter into the said Acceptable Risk
        Contract(s).  In addition, in the event that Grantor does enter into
        Acceptable Risk Contract(s) which comply with     the foregoing
        criteria, (or as to which Grantor has waived in writing certain of the
        criteria), in the amounts, and such that the Acceptable Risk
        Contract(s) are effective on or before the dates, set forth in Section
        1.6(a) above with respect to the Partnerships therein mentioned, then
        the Operating Partnership shall be deemed to have satisfied such
        condition with respect to the exercise of the Option to purchase
        Grantor's Interests in such Partnership(s), as applicable.(d)  In no
        event shall Grantor be under any obligation to enter into any of said
        Acceptable Risk Contracts.
        
        (e)  This condition is in addition to, and not in lieu of, any and all
        other conditions and requirements set forth elsewhere in this Option
        Agreement."

     4.   The term "Additional Partnership Interest", as used in the Option
Agreement, as hereby amended shall mean and include such terms as currently
defined in the Option Agreement prior to this Amendment, and Additional Units,
as such term is defined in that certain Fifth Amended and Restated Limited
Partnership Agreement of Simon-DeBartolo Group, L.P., in substantially the form
attached to the Contribution Agreement.  From and after the consummation of the
transactions contemplated under the Contribution Agreement and the effective
date of the Fifth Amended and Restated Limited Partnership Agreement of Simon-
DeBartolo Group, L.P.. the second sentence of Section 1.3 of the option
Agreement shall be deleted and the following sentence shall be substituted in
lieu thereof:

         "The Purchase Price shall be payable at the Closing in the form of
         Additional Units (as defined in that certain Fifth Amended and
         Restated Limited Partnership Agreement of Simon-DeBartolo Group, L.P.,
         as the same may be amended, restated, modified or supplemented from
         time to time, the "OP Agreement"), said Additional Units to be in
         amount equal to the Purchase Price divided by the Deemed Partnership
         Unit Value (as      defined in the OP Agreement).  In no event shall
         the number of Additional Units be fewer than one (1)."

     5.   All capitalized terms used herein that are not otherwise defined
herein shall have the meanings given them in the Option Agreement.

     6.   All of the terms, conditions and requirements contained in the Option
Agreement shall remain in full force and effect, unmodified, except as set
forth herein.

     7.   This Amendment may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one agreement.



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered on the day and year first above written.

                         GRANTOR:

                         JCP REALTY, INC.


                         By:  /s/Philip O'Connell
                              Name: Philip O'Connell
                              Title:VICE PRESIDENT

                         OPERATING PARTNERSHIP:

                         DEBARTOLO REALTY PARTNERSHIP, L.P.

                         By:  DeBartolo Realty Corporation,
                              General Partner

                              By:  ________________________
                                   Name:
                                   Title:

                         DEBARTOLO REALTY CORPORATION

                         By:  __________________________
                              Name:
                              Title:

==============================================================
EXHIBIT 21.1
============


List of Subsidiary                             Jurisdiction

Charles Mall Company Limited Partnership       Maryland
East Towne Mall Company Limited Partnership    Tennessee
Forestville Associates                         Maryland
Golden Ring Mall Company Limited Partnership   Indiana
Jefferson Simon Property, Inc.                 Delaware
Jefferson Valley Mall Limited Partnership      Delaware
Knoxville Developers Limited Partnership       Indiana
Simon Property Group, L.P.                     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
DeBartolo Capital Partnership                  Delaware