SEC Filing | Simon Property Group, L.P.

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As filed with the Securities and Exchange Commission
on August 14, 1997 Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SIMON DEBARTOLO GROUP, L.P.
Simon Property Group, L.P.

(Exact name of each registrant as specified in its charter)

Delaware 34-1755769
Delaware 35-1903854
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

NATIONAL CITY CENTER
115 WEST WASHINGTON STREET
SUITE 15 EAST
INDIANAPOLIS, IN 46204
(317) 636-1600

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)

DAVID SIMON
CHIEF EXECUTIVE OFFICER
SIMON DEBARTOLO GROUP, INC.
NATIONAL CITY CENTER
115 WEST WASHINGTON STREET
SUITE 15 EAST
INDIANAPOLIS, IN 46204
(317) 636-1600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)

COPIES TO:
JAMES M. ASHER, ESQ. DAVID C. WORRELL, ESQ.
ROBERT E. KING, JR., ESQ. BAKER & DANIELS
ROGERS & WELLS 300 NORTH MERIDIAN STREET
200 PARK AVENUE SUITE 2700
NEW YORK, NEW YORK 10166 INDIANAPOLIS, INDIANA 46204
(212) 878-8000 (317) 237-1110

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
From time to time or at one time after the effective date of the
Registration Statement.

If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the
following box.

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.
333-11491

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS AMOUNT TO BE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED (1) REGISTRATION FEE

Debt Securities $30,000,000 $9,091
Guarantee of Debt Securities -- (2)
(1) Represents 20% of amount of Debt Securities available to be issued as final
takedown from prior registration statement.
(2) Pursuant to Rule 457(n), no fee is payable.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(B) OF THE SECURITIES ACT OF 1933.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) under the Securities
Act of 1933, as amended (the "Securities Act"), by Simon DeBartolo Group,
L.P. and Simon Property Group, L.P. (collectively, the "Registrants"). In
accordance with Rule 429 under the Securities Act, this Registration
Statement incorporates by reference the contents of the Registration
Statement on From S-3 (Registration No. 333-11491) which was declared
effective by the Commission on November 21, 1996 relating to the offering
of up to $750,000,000 in aggregate public offering price of Debt
Securities.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Indianapolis, State of Indiana, on August
13, 1997.

SIMON DeBARTOLO GROUP, L.P.
By: SIMON DeBARTOLO GROUP, INC.,
General Partner

By: /S/ DAVID SIMON
David Simon, Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each persons whose signature
appears below constitutes and appoints David Simon, Melvin Simon, Herbert
Simon and Stephen E. Sterrett, and each of them (with full power to each of
them to act alone) his true and lawful attorney-in-fact and agent, with
full powers of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to (i) act on, sign and file
with the Securities and Exchange Commission any and all amendments
(including post-effective amendments) to this registration statement
together with all schedules and exhibits thereto and any subsequent
registration statement filed pursuant to Rule 462(b) under the Securities
Act of 1933, as amended, and (ii) take any and all actions which may be
necessary or appropriate in connection therewith, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the premises as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents, or any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

NAME TITLE DATE

/S/ MELVIN SIMON Co-Chairman of the Board of Directors August 13, 1997
MELVIN SIMON
/S/ HERBERT SIMON Co-Chairman of the Board of Directors August 13, 1997
HERBERT SIMON
/S/ DAVID SIMON Chief Executive Officer and Director August 13, 1997
DAVID SIMON (Principal Executive Officer)
/S/ RICHARD S. SOKOLOV President, Chief Operating Officer and August 13, 1997
RICHARD S. SOKOLOV Director
/S/ BIRCH BAYH Director August 13, 1997
BIRCH BAYH
/S/ EDWARD J. DEBARTOLO, Director August 13, 1997
JR.
EDWARD J. DEBARTOLO, JR.
/S/ M. DENISE DEBARTOLO Director August 13, 1997
YORK
M. DENISE DEBARTOLO YORK
/S/ WILLIAM T. DILLARD, II Director August 13, 1997
WILLIAM T. DILLARD, II
/S/ G. WILLIAM MILLER Director August 13, 1997
G. WILLIAM MILLER
/S/ FREDRICK W. PETRI Director August 13, 1997
FREDRICK W. PETRI
/S/ TERRY S. PRINDIVILLE Director August 13, 1997
TERRY S. PRINDIVILLE
/S/ J. ALBERT SMITH, JR. Director August 13, 1997
J. ALBERT SMITH, JR.
/S/ PHILIP J. WARD Director August 13, 1997
PHILIP J. WARD
/S/ STEPHEN E. STERRETT Treasurer (Principal Financial Officer) August 13, 1997
STEPHEN E. STERRETT
/S/ JOHN DAHL Senior Vice President and Chief August 13, 1997
JOHN DAHL Accounting Officer
(Principal Accounting Officer)

SIGNATURES

SIMON PROPERTY GROUP, L.P.
By: SIMON DeBARTOLO GROUP, INC.,
General Partner

By: /S/ DAVID SIMON
David Simon, Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

NAME TITLE DATE

INDEX TO EXHIBITS

5 Opinion of Baker & Daniels

23.1 Consent of Arthur Andersen LLP
23.2 Consent of Baker & Daniels is contained in its opinion filed as
Exhibit 5.
24 Power of Attorney (included in the signature pages)

                                                      EXHIBIT 5.1
                              BAKER & DANIELS
                   300 NORTH MERIDIAN STREET, SUITE 2700
                       INDIANAPOLIS, INDIANA  46204
                              (317) 237-0300
                           (317) 237-1000 (FAX)

August 14, 1997

Simon DeBartolo Group, L.P.
Simon Property Group, L.P.
115 West Washington Street
Indianapolis, Indiana 46204

   Re: Registration Statement on Form S-3
       FILED PURSUANT TO RULE 462(B)

Ladies and Gentlemen:

   We have acted as counsel for Simon DeBartolo Group, L.P., a Delaware
limited partnership (the "Issuer"), and Simon Property Group, L.P., a
Delaware limited partnership (the "Guarantor"), in connection with the
above-noted registration statement (the "Registration Statement") as to
which this opinion is being filed.  We have been requested to render our
opinion as to the legality of the securities being registered.  The
Registration Statement relates to the registration under the Securities Act
of 1933, as amended (the "Act"), of an increase in the amount of the
Operating Partnership's non-convertible investment grade debt securities,
consisting of notes or debentures denominated in United States dollars or
any other currency (the "Debt Securities") and of the guarantee of the Debt
Securities by the Guarantor (the "Guarantee") that were issued pursuant to
the Registration Statement on Form S-3 (Registration No. 333-11491) which
became effective on November 21, 1996 (the "Prior Registration Statement").
You have advised us that an aggregate of $150,000,000 public offering price
of Debt Securities remains available for offering and sale from time to
time pursuant to Rule 415 under the Act pursuant to the Prior Registration
Statement.  The aggregate public offering price of the Debt Securities
available for sale under the Registration Statement will not exceed 20% of
the amount of the Debt Securities issued under the final takedown under the
Prior Registration Statement.

   The Debt Securities are to be issued under an Indenture dated as of
November 26, 1996 among the Operating Partnership, the Guarantor and The
Chase Manhattan Bank, as trustee (the "Trustee"), as it may be supplemented
from time to time (together, the "Indenture").

   In connection with this opinion, we have examined (i) originals,
photocopies or conformed copies of the Registration Statement and the Prior
Registration Statement (including the exhibits and amendments thereto),
(ii) the Indenture, (iii) records of certain of the corporate proceedings
of the managing general partner of the Operating Partnership relating,
among other things, to the proposed issuance and sale of the Debt
Securities, and (iv) records of certain of the corporate proceedings of the
general partner of the Guarantor relating to the Guarantee.  In addition,
we have made such other examination of law and fact as we considered
necessary in order to form a basis for the opinions hereinafter expressed.
In connection with such investigation, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
photocopies or conformed copies and the legal capacity of natural persons
executing any of the documents, none of which facts we have independently
verified.  We have relied as to matters of fact upon certificates of
officers of the managing general partner of the Operating Partnership and
of officers of the general partner of the Guarantor.

   In rendering the opinions set forth below, we have assumed that (i) the
Operating Partnership and the Guarantor have been duly organized and are
validly existing in good standing under the laws of Delaware, (ii) the
Operating Partnership and the Guarantor have the legal power and authority
to enter into and perform their respective obligations under the Indenture,
the Debt Securities and the Guarantee, (iii) the execution, delivery and
performance by the Operating Partnership of the Indenture and the Debt
Securities will not conflict with or violate the charter or by-laws of the
managing general partner of the Operating Partnership, the laws of Delaware
or the terms of any agreement or instrument to which the Operating
Partnership is subject, (iv) the execution, delivery and performance by the
Guarantor of the Guarantee will not conflict with or violate the charter or
by-laws of the general partner of the Guarantor, the laws of Delaware or
the terms of any agreement or instrument to which the Guarantor is subject,
and (v) the Indenture represents a valid and binding obligation of the
Trustee.  We have also assumed, with respect to the Debt Securities of a
particular series or issuance to be offered (the "Offered Securities"),
that (i) the terms of issue and sale of the Offered Securities shall have
been duly established in accordance with the Indenture, and (ii) the
Offered Securities and the Guarantee shall have been duly authorized,
issued and delivered by the Operating Partnership and the Guarantor and
duly authenticated by the Trustee, all in accordance with the terms of the
Indenture, and against payment by the purchasers thereof at the agreed
consideration therefor.

   Based on the foregoing, and subject to the limitations hereinafter set
forth, we are of the opinion that:

   1.     The Indenture, as supplemented, when duly authorized, executed
and delivered by the parties thereto, will represent a valid and binding
obligation of each of the Operating Partnership and the Guarantor
enforceable against the Operating Partnership and the Guarantor in
accordance with its terms, except as such enforceability may be subject to
(a) bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or similar laws affecting creditors' rights generally,
(b) general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law), (c) requirements that a
claim with respect to any Debt Securities denominated other than in United
States dollars (or a judgment denominated other than in United States
dollars in respect of such claim) be converted into United States dollars
at a rate of exchange prevailing on a date determined pursuant to
applicable law, (d) governmental authority to limit, delay or prohibit the
making of payments outside the United States and (e) the enforceability of
forum selection causes in the federal courts.

   2.     When issued, authenticated and delivered, the Offered Securities
will represent valid and binding obligations of the Operating Partnership
enforceable against the Operating Partnership in accordance with their
respective terms, except as such enforceability may be subject to (a)
bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or similar laws affecting creditors' rights generally, (b)
general principles of equity (regardless of whether such enforceability is
considered in  a proceeding in equity or at law), (c) requirements that a
claim with respect to any Offered Securities denominated other than in
United States dollars (or a judgment denominated other than in United
States dollars in respect of such claim) be converted into United States
dollars at a rate of exchange prevailing on a date determined pursuant to
applicable law (d) governmental authority to limit, delay or prohibit the
making of payments outside the United States and (e) the enforceability of
forum selection clauses in the federal courts.

   3.     The Guarantee, when duly authorized, executed and delivered by
the Guarantor, and assuming that the Offered Securities have been duly
issued, authenticated and delivered, will represent a valid and binding
obligation of the Guarantor enforceable against the Guarantor in accordance
with its terms, except as such enforceability may be subject to (a)
bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or similar laws affecting creditors' rights generally, (b)
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law), (c) requirements that a
claim on the Guarantee with respect to any Offered Securities denominated
other than in United States dollars (or a judgment denominated other than
in United States dollars in respect of such claim) be converted into United
States dollars at a rate of exchange prevailing on a date determined
pursuant to applicable law, (d) governmental authority to limit, delay or
prohibit the making of payments outside the United States, (e) the
enforceability of forum selection clauses in the federal courts and (f) any
provision in the Guarantee purporting to preserve and maintain the
liability of any party thereto despite the fact that the guaranteed debt is
unenforceable due to illegality.

   We express no opinion as to the enforceability of any provisions
contained in the Indenture, the Offered Securities or the Guarantee that
constitute waivers which are prohibited under applicable law.

   In giving this opinion, we have, with your permission, relied as to
matters involving the application of the laws of Maryland and Ohio, upon
the opinions of Piper & Marbury L.L.P. and Vorys, Sater, Seymour and Pease,
respectively, special Maryland and Ohio counsel, respectively, to the
Issuer and the Guarantor, copies of which opinions have been delivered to
you.

   We consent to the filing of this opinion as an exhibit to the
Registration Statement.  In giving such consent, we do not admit that we
come within the category of persons whose consent is required under Section
7 of the Act or the rules or regulations of the Commission thereunder.

                              Yours very truly,

                              /s/  BAKER & DANIELS

                                                     EXHIBIT 23.1


             CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



   As   independent   public   accountants,   we   hereby  consent  to  the
incorporation by reference in this registration statement  of  our  reports
dated February 18, 1997 included in Simon DeBartolo Group, L.P.'s Form 10-K
for  the  year ended December 31, 1996, and our reports dated February  18,
1997 included  in Simon Property Group, L.P.'s Form 10-K for the year ended
December 31, 1996  and  to  all  references  to  our  Firm included in this
registration statement.


                                /s/  ARTHUR ANDERSEN LLP

                                ARTHUR ANDERSEN LLP


Indianapolis, Indiana
August 13, 1997