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Exhibit 3.5

                       SIMON DEBARTOLO GROUP, INC.
                                    
                         ARTICLES SUPPLEMENTARY

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

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

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

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

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

         375,796,000 shares of Common Stock, par value $.0001 per share
     
         12,000,000 shares of Class B Common Stock, par value $.0001 per
         share
     
         4,000 shares of Class C Common Stock, par value $.0001 per share
     
         250,000,000 shares of Excess Stock, par value $.0001 per share
     
         9,200,000 shares of 8-3/4% Series B Cumulative Redeemable Preferred
         Stock, par value $.0001 per share
     
         3,000,000 shares of 7.89% Series C Cumulative Step-up Premium Rate
         Preferred Stock, par value $.0001 per share
     
     THIRD:  No amendment to the Charter of the Corporation is effected
by these Articles Supplementary, the purpose hereof being to record the
reclassification of the shares of Series A Preferred Stock of the
Corporation.
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     IN WITNESS WHEREOF, the Corporation has caused these presents to be
signed in its name and on its behalf by its Chief Executive Officer and
witnessed by it Secretary on January 28, 1998.

WITNESS:                      SIMON DeBARTOLO GROUP, INC.


/s/ James M. Barkley          By:/s/ David Simon
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James M. Barkley                 David Simon
Secretary                        Chief Executive Officer




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



                              /s/ David Simon
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                              David Simon
                              Chief Executive Officer
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