SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 AMENDMENT NO. 1

                                       TO

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934

                           Simon Property Group, Inc.
                                (Name of Issuer)

                         Common Stock, Par Value $0.0001
                         (Title of Class of Securities)

                                    828806109
                                 (CUSIP Number)


                          Cornelius J. Dwyer, Jr., Esq.
                               Shearman & Sterling
                              599 Lexington Avenue
                            New York, New York 10022
                            Telephone: (212) 848-4000

                       (Name, Address and Telephone Number
                    of Person Authorized to Receive Notices)

                                 August 31, 2000
             (Date of Event which requires Filing of this Statement)



If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g),
check the following box:.

Note:  Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for
other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



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                                  SCHEDULE 13D

- --------------------------------------------------------------------------------
1      Name of Reporting Person
       S.S. or I.R.S. Identification No. of Above Person
       Stichting Pensioenfonds ABP

- --------------------------------------------------------------------------------
2      Check the Appropriate Box if a Member of a Group
              (a)   |_|
              (b)   |_|
- --------------------------------------------------------------------------------
3      SEC Use Only
- --------------------------------------------------------------------------------
4      Source of Funds (See Instructions)  OO
- --------------------------------------------------------------------------------
5      Check if Disclosure of Legal Proceedings is Required Pursuant to Items
       2(d) or 2(e). |_|
- --------------------------------------------------------------------------------
6      Citizenship or Place of Organization      The Kingdom of the Netherlands
- --------------------------------------------------------------------------------

    NUMBER OF    7    Sole Voting Power
      SHARES          6,154,383 shares of Common Stock
   BENEFICIALLY  ---------------------------------------------------------------
     OWNED BY    8    Shared Voting Power
      EACH            0
    REPORTING    ---------------------------------------------------------------
      PERSON     9    Sole Dispositive Power
       WITH           6,154,383 shares of Common Stock
                 ---------------------------------------------------------------
                 10   Shared Dispositive Power
                      0
- --------------------------------------------------------------------------------
11     Aggregate Amount Beneficially Owned by Each Reporting Person
       6,154,383
- --------------------------------------------------------------------------------
12     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
       Instructions). |_|

- --------------------------------------------------------------------------------
13     Percent of Class Represented by Amount in Row (11)    3.61%

- --------------------------------------------------------------------------------
14     Type of Reporting Person (See Instructions)  EP

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



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Item 1.      Security and Issuer

            The class of equity securities to which this statement relates is
the common stock, par value $0.0001 (the "Common Stock") of Simon Property
Group, Inc., a Delaware corporation (the "Issuer"). The principal executive
offices of the Issuer are located at National City Center, 115 West Washington
Street, Suite 15 East, Indianapolis, Indiana, 46204.

Item 2.      Identity and Background

            The name of the person filing this statement is Stichting
Pensioenfonds ABP, an entity established under the laws of The Kingdom of the
Netherlands (the "Fund"), whose principal business is investing funds held on
behalf of public sector employees of The Kingdom of the Netherlands. The address
of the Fund's principal executive office is Oude Lindestraat 70, Postbus 2889,
6401 DL Heerlen, The Netherlands. The name, citizenship, business address and
present principal occupation or employment, as well as the name and address of
any corporation or other organization in which such occupation or employment is
conducted, of each of the directors and executive officers of the Fund are as
follows:


                         PRINCIPAL                           BUSINESS
        NAME             OCCUPATION         CITIZENSHIP      ADDRESS
        ----             ----------         -----------      --------
B. de Vries          Independent        The Netherlands     Oude Lindestraat
                     Chairman of the                        70 6411 EJ
                     Governing Board                        Heerlen
                                                            The Netherlands
P.M. Altenburg       First Vice         The Netherlands     Oude Lindestraat
                     Chairman of the                        70 6411 EJ
                     Governing Board                        Heerlen
                                                            The Netherlands
B.H.J.J.M. Volkers   Secretary of the   The Netherlands     Oude Lindestraat
                     Governing Board                        70 6411 EJ
                                                            Heerlen
                                                            The Netherlands
J.W.E. Neervens      Chairman of the    The Netherlands     Oude Lindestraat
                     Board of Directors                     70 6411 EJ
                                                            Heerlen
                                                            The Netherlands
J.M.G. Frijns        Member of the      The Netherlands     Oude Lindestraat
                     Board of Directors                     70 6411 EJ
                                                            Heerlen
                                                            The Netherlands
J.F. Maassen         Member of the      The Netherlands     Oude Lindestraat
                     Board of Directors                     70 6411 EJ
                                                            Heerlen
                                                            The Netherlands
J.H.R. van de Poel   Member of the      The Netherlands     Oude Lindestraat
                     Board of Directors                     70 6411 EJ
                                                            Heerlen
                                                            The Netherlands


                                       3


                         PRINCIPAL                           BUSINESS
        NAME             OCCUPATION         CITIZENSHIP      ADDRESS
        ----             ----------         -----------      --------
J.M.G. Frijns        Chief Investment   The Netherlands     Oude Lindestraat
                     Officer /                              70 6411 EJ
                     Managing Director                      Heerlen
                                                            The Netherlands
A.H. Berendsen       Managing Director  The Netherlands     Oude Lindestraat
                                                            70 6411 EJ
                                                            Heerlen
                                                            The Netherlands
J. Mensonides        Managing Director  The Netherlands     Oude Lindestraat
                                                            70 6411 EJ
                                                            Heerlen
                                                            The Netherlands

            To the knowledge of the Fund, during the last five years, neither
the Fund nor any of its executive officers or directors has been (i) convicted
in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
is or was subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.

Item 3.      Source and Amount of Funds or Other Consideration

            The funds for the purchases of Common Stock made by the Fund on the
open market were supplied from Dutch public sector pensioners' contributions to
the Fund.

Item 4.      Purpose of Transaction

            The Fund from time to time intends to review its investment in the
Issuer on the basis of various factors, including the Issuer's business,
financial condition, results of operations and prospects, general economic and
industry conditions, the securities markets in general and those for the
Issuer's securities in particular, as well as other developments and other
investment opportunities. Based on such review, the Fund will take such actions
in the future as the Fund may deem appropriate in light of the circumstances
existing from time to time. If the Fund believes that further investment in the
Issuer is attractive, whether because of the market price of the Issuer's
securities or otherwise, it may acquire additional securities of the Issuer
either in the open market or in privately negotiated transactions. Similarly,
depending on market and other factors, the Fund may determine to dispose of some
or all of the Common Stock currently owned by the Fund or otherwise acquired by
the Fund either in the open market or in privately negotiated transactions.

            Except as set forth above, the Fund has not currently formulated any
definitive plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer, (b) an extraordinary corporate
transaction involving the Issuer or any of its subsidiaries, (c) a sale or
transfer of a material amount of the assets of the Issuer or any of its
subsidiaries, (d) any change in the present board of directors or management of
the Issuer, (e) any material change in the


                                       4



Issuer's capitalization or dividend policy, (f) any other material change in the
Issuer's business or corporate structure, (g) any change in the Issuer's charter
or bylaws or other or instrument corresponding thereto or other action which may
impede the acquisition of control of the Issuer by any person, (h) causing a
class of the Issuer's securities to be deregistered or delisted, (i) a class of
equity securities of the Issuer becoming eligible for termination of
registration or (j) any action similar to any of those enumerated above.

Item 5.      Interest in Securities of the Issuer

            (a) The Fund is the sole beneficial owner of 6,154,383 shares of
Common Stock representing 3.61% of the outstanding shares of the Issuer's Common
Stock. The calculation of the foregoing percentage is based on the number of
shares of Common Stock disclosed as outstanding by the Issuer in its Quarterly
Report on Form 10-Q for the period ended July 31, 2000.

            (b) The Fund has the sole power to vote or to direct the vote or
dispose or direct the disposition of 6,154,383 shares of Common Stock. To the
knowledge of the Fund, there are no shares of Common Stock which are
beneficially owned by any director or executive officer listed under Item 2.

            (c) On July 24, 2000, the Fund bought 75,000 shares of Common Stock
at a price of $25.21. On August 2, 2000, the Fund sold 240,000 shares of Common
Stock at a price of $26.17. On August 3, 2000, the Fund sold 75,000 shares of
Common Stock at a price of $25.95. On August 8, 2000, the Fund sold 250,000
shares of Common Stock at a price of $24.95. On August 22, 2000, the Fund bought
50,000 shares of Common Stock at a price of $23.93. On August 30, 2000, the Fund
bought 65,000 shares of Common Stock at a price of $22.98. On August 31, 2000,
the Fund bought 65,000 shares of Common Stock at a price of $23.21.

            Except as disclosed herein, there were no transactions by the Fund
in securities of the Issuer during the sixty days prior to August 31, 2000.

            (d) To the knowledge of the Fund, no other person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Stock purchased by the Fund.

            (e)   August 31, 2000.

Item 6.      Contracts, Arrangements, Understanding of Relationships with
             Respect to Securities of the Issuer

Except as described herein, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 and
between such persons and any person with respect to any securities of the
Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, put or
calls, guarantors of profit, division of profit or loss or the giving or
withholding of proxies.



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Item 7.     Material to be Filed as Exhibits

            Not applicable.



                                       6




            After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.

Dated:  December 19, 2000

                                          STICHTING PENSIOENFONDS ABP


                                          By: /s/ R.H. Maatman
                                              ---------------------------------
                                              R.H. Maatman
                                              Authorized Signatory


                                          By:    /s/  G.M.G. van der Schaft
                                               --------------------------------
                                               G.M.G. van der Schaft
                                               Authorized Signatory


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