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Exhibit 2.3

                           AGREEMENT OF MERGER


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

                                Recitals

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

                                Agreement

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

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

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

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

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

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

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

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

                              SIMON PROPERTY GROUP, L.P.

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


                                   By:     \s\David Simon

                                   Title:  Chief Executive Officer


                              SIMON DeBARTOLO GROUP, L.P.

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


                                   By:     \s\David Simon

                                   Title:  Chief Executive Officer
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