As filed with the Securities and Exchange Commission on September 6, 1996

                                                   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.
            (Exact name of each registrant as specified in its charter)
   
   
            Delaware                            34-1755769
   (State or other jurisdiction of              (IRS employer
   incorporation or organization)               identification no.)
   
   
                               _____________________
                                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 registrant's 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:
   
   Edwin S. Maynard, Esq.                      James M. Asher, Esq.
Paul, Weiss, Rifkind, Wharton &Garrison     Robert E. King, Jr., Esq.
1285 Avenue of the Americas                     Rogers & Wells
New York, New York 10019-6064                   200 Park Avenue
(212) 373-3000                                New York, New York 10166
                                                (212) 878-8000
                                  _________________
   
   
   
   
   Approximate date of commencement of proposed sale to the public:  
   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 [x].   
     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[ ].  
     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 of Securities   Proposed Maximum           Amount of
                                 Aggregate Offering Price(1)   Registration Fee

   Debt Securities . . . . .           $750,000,000               $258,620(2)

===============================================================================
   
   (1)    In U.S. dollars or the equivalent thereof denominated in one
          or more foreign currencies or units of two or more foreign
          currencies or composite currencies (such as European
          Currency Units).
   
   (2)    Calculated pursuant to Rule 457(o) of the rules and
          regulations under the Securities Act of 1933, as amended.
   
     The Registrant hereby amends this Registration Statement
   on such date or dates as may be necessary to delay its effective
   date until the Registrant shall file a further amendment which
   specifically states that this Registration Statement shall
   thereafter become effective in accordance with Section 8(a) of the
   Securities Act of 1933 or until this Registration Statement shall
   become effective on such date as the Commission, acting
   pursuant to said Section 8(a), may determine.
   
                              _________________
   
   

   

              Subject to Completion, Dated September 6, 1996
   
   PROSPECTUS
   
                        $750,000,000
                 SIMON-DeBARTOLO GROUP, L.P.
                       Debt Securities
                    ____________________
   
     Simon-DeBartolo Group, L.P. (the "Operating Partnership")
   may from time to time offer in one or more series unsecured
   non-convertible investment grade debt securities ("Debt Securities")
   with an aggregate public offering price of up to $750,000,000 (or its
   equivalent in another currency based on the exchange rate at the
   time of sale) in amounts, at prices and on terms to be set forth in one
   or more supplements to this Prospectus (each a "Prospectus
   Supplement").  The Operating Partnership is a subsidiary of Simon
   DeBartolo Group, Inc. (the "Company") and is the Company's
   primary operating partnership following the consummation on
   August 9, 1996 of the merger of DeBartolo Realty Corporation with
   a subsidiary of the Company.
   
     The specific terms of the Debt Securities in respect of which
   this Prospectus is being delivered will be set forth in the applicable
   Prospectus Supplement and will include a specific title, aggregate
   principal amount, currency, form (which may be registered or
   bearer, or certificated or global), authorized denominations, 
   maturity, rate (or manner of calculation thereof) and time of
   payment of interest, terms for redemption at the option of the
   Operating Partnership or repayment at the option of the holder,
   terms for sinking fund payments, covenants and any initial public
   offering price.
   
     The applicable Prospectus Supplement will also contain
   information, where applicable, concerning material United States
   federal income tax considerations relating to, and any listing on a
   securities exchange of, the Debt Securities covered by such
   Prospectus Supplement.
   
     The Debt Securities may be offered directly, through agents
   designated from time to time by the Operating Partnership, or to and
   through underwriters or dealers.  If any agents, dealers or
   underwriters are involved in the sale of any of the Debt Securities,
   their names, and any applicable purchase price, fee, commission or
   discount arrangement between or among them, will be set forth, or
   will be calculable from the information set forth, in an
   accompanying Prospectus Supplement.  See "Plan of Distribution." 
   No Debt Securities may be sold without delivery of a Prospectus
   Supplement describing the method and terms of the offering of such
   series of Debt Securities.
                      ________________________
   
   THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
      AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
        THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
           COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
               PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY 
                          IS A CRIMINAL OFFENSE.
   
                       ________________________
   
   
       THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON
        OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION
                        TO THE CONTRARY IS UNLAWFUL.
   
                           ________________________
   
   
               The date of this Prospectus is ______ __, 1996.

        
                                                                        2

                           AVAILABLE INFORMATION
   
     Simon DeBartolo Group, Inc. (the "Company") is the holder
   of approximately a 99.99% interest in SD Property Group, Inc.,
   which is the managing general partner of the Operating Partnership. 
   Simon Property Group, L.P. ("SPG, LP") is a subsidiary partnership
   of the Operating Partnership.  The Company and SPG, LP are and,
   following the effectiveness of the registration statement of which this
   Prospectus is a part, the Operating Partnership will be, subject to the
   informational requirements of the Securities Exchange Act of 1934,
   as amended (the "Exchange Act"), and, in accordance therewith, the
   Company and SPG, LP file and the Operating Partnership may be
   required to file reports, proxy statements and other information with
   the Securities and Exchange Commission (the "Commission").  Such
   reports, proxy statements and other information filed by the
   Company and SPG, LP can be inspected and copied, at the
   prescribed rates, at the public reference facilities of the Commission
   at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
   and at the Commission's regional offices at 7 World Trade Center,
   Suite 1300, New York, New York 10048, and Northwestern Atrium
   Center, 500 W. Madison Street, Chicago, Illinois 60661. The
   Company's Common Stock is traded on the New York Stock
   Exchange ("NYSE").  Reports and other information concerning the
   Company may be inspected at the principal office of the NYSE at 20
   Broad Street, New York, New York 10005. 
   
     The Company, SPG, LP and the Operating Partnership will
   provide without charge to each person to whom a copy of this
   Prospectus is delivered, upon written or oral request, a copy of any
   or all of the documents incorporated herein by reference (other than
   exhibits to such documents).  Written requests for such copies
   should be addressed to National City Center, 115 West Washington
   Street, Suite 15 East, Indianapolis, Indiana 46204, Attn: Investor
   Relations, telephone number (317) 685-7330.
   
     This Prospectus constitutes a part of a Registration Statement
   on Form S 3 (the "Registration Statement") filed by the Operating
   Partnership with the Commission under the Securities Act of 1933,
   as amended (the "Securities Act"), with respect to the Debt
   Securities offered hereby.  This Prospectus omits certain of the
   information contained in the Registration Statement and the exhibits
   and schedules thereto, in accordance with the rules and regulations
   of the Commission.  For further information concerning the
   Operating Partnership and the Debt Securities offered hereby,
   reference is hereby made to the Registration Statement and the
   exhibits and schedules filed therewith, which may be inspected
   without charge at the office of the Commission at 450 Fifth Street,
   N.W., Washington, D.C. 20549 and copies of which may be
   obtained from the Commission at prescribed rates. The Commission
   maintains a World Wide Web Site (http://www.sec.gov) that
   contains such material regarding issuers that file electronically with
   the Commission.  This Registration Statement has been so filed and
   may be obtained at such site.  Any statements contained herein
   concerning the provisions of any document are not necessarily
   complete, and, in each instance, reference is made to the copy of
   such document filed as an exhibit to the Registration Statement or
   otherwise filed with the Commission.  Each such statement is
   qualified in its entirety by such reference.
   
     Certain information, including, but not limited to, information
   relating to the Operating Partnership's properties, principal security
   holders, management, executive compensation, certain relationships
   and related transactions and legal proceedings that would be required
   to be disclosed in a  prospectus included in a registration statement
   on Form S-11, has been omitted from this Prospectus because such
   information is not materially different from the information
   contained in the Company's and SPG, LP's periodic reports, proxy
   statements and other information filed by the Company and SPG, LP
   with the Commission.
   
   
          INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
   
     The following documents of the Company and SPG, LP
   which have been filed with the Commission are hereby incorporated
   by reference in this Prospectus.


        
                                                                        3
   
     1.  The Company's Registration Statement on Form S-4
   (Registration No. 333-06933);
   
     2.  The Company's Proxy Statement dated June 28, 1996,
   relating to the annual and special meeting of stockholders held on
   August 7, 1996;
   
     3.  The Company's Annual Report on Form 10-K for the
   year ended December 31, 1995, as amended by Form 10-K/A-1; 
   
     4.  The Company's Quarterly Reports on Form 10-Q for the
   calendar quarters ended March 31, 1996, as amended by Form 10-Q/A-1, 
   and June 30, 1996;
   
     5.  The Company's Current Reports on Form 8-K dated
   March 26, August 9, and August 26, 1996;
   
     6.  SPG, LP's Annual Report on Form 10-K for the year
   ended December 31, 1995;
   
     7.  SPG, LP's Quarterly Reports on Form 10-Q for the
   calendar quarters ended March 31 and June 30, 1996; and
   
     8.  SPG, LP's Current Report on Form 8-K dated August 26,
   1996, as amended on August 28, 1996.
   
     The Exchange Act filing number of the Company and SPG,
   LP is 1-12618. 
   
     Each document filed by the Company, SPG, LP or the
   Operating Partnership subsequent to the date of this Prospectus
   pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
   and prior to termination of the offering of all Debt Securities to
   which this Prospectus relates shall be deemed to be incorporated by
   reference in this Prospectus and shall be part hereof from the date of
   filing of such document. Any statement contained herein or in a
   document incorporated or deemed to be incorporated by reference
   herein shall be deemed to be modified or superseded for purposes of
   this Prospectus to the extent that a statement contained in this
   Prospectus (in the case of a statement in a previously-filed document
   incorporated or deemed to be incorporated by reference herein), in
   any accompanying Prospectus Supplement relating to a specific
   offering of Debt Securities or in any other subsequently filed
   document that is also incorporated or deemed to be incorporated by
   reference herein, modifies or supersedes such statement. Any such
   statement so modified or superseded shall not be deemed, except as
   so modified or superseded, to constitute a part of this Prospectus or
   any accompanying Prospectus Supplement.  Subject to the
   foregoing, all information appearing in this Prospectus and each
   accompanying Prospectus Supplement is qualified in its entirety by
   the information appearing in the documents incorporated by
   reference.
   
     Although the Operating Partnership is the Registrant under
   the Registration Statement, the foregoing documents of the Company
   and SPG, LP filed under the Exchange Act have been incorporated
   by reference herein because they contain information concerning
   business, properties, operations and management of the Operating
   Partnership through which the Company conducts its operations.


        
                                                                        4

                       THE OPERATING PARTNERSHIP
   
     Simon-DeBartolo Group, L.P. (the "Operating Partnership")
   is a subsidiary partnership of Simon DeBartolo Group, Inc. (the
   "Company") (formerly known as Simon Property Group, Inc.
   ("SPG")), and is the primary operating partnership of the Company
   as a result of the merger (the "Merger") of DeBartolo Realty
   Corporation ("DRC") with a subsidiary of the Company.  The
   Merger was consummated on August 9, 1996 (the "Merger Date"), at
   which time DRC became an approximately 99.99% owned
   subsidiary of the Company and was renamed SD Property Group,
   Inc. (the "Managing General Partner").  The Managing General
   Partner and the Company are both general partners of the Operating
   Partnership, but the Managing General Partner is the sole managing
   general partner of the Operating Partnership.  As part of the
   Merger, the Company, as general partner of Simon Property Group,
   L.P. ("SPG, LP" and, together with the Operating Partnership, the
   "Partnerships"), and the limited partners of SPG, LP acquired a
   majority of the partnership interests in the Operating Partnership,
   and in exchange the Operating Partnership acquired a 49.5% limited
   partnership interest in, and an additional 49.5% interest in the
   profits of, SPG, LP.
   
     The Company is the parent of the Managing General Partner
   and owned effectively as of the Merger Date a controlling 61.4%
   equity interest in, the Operating Partnership.  As of the Merger
   Date, Melvin Simon, Herbert Simon, David Simon and certain of
   their affiliates, including certain other Simon family members and
   estates, trusts and other entities established for their benefit
   (collectively, the "Simons"), effectively owned a 21.7% equity
   interest in the Operating Partnership, and the estate of Edward J.
   DeBartolo, Edward J. DeBartolo, Jr., M. Denise DeBartolo York,
   The Edward J. DeBartolo Corporation, an Ohio corporation
   ("EJDC"), and certain of their affiliates, including certain other
   DeBartolo family members and estates and trusts established for
   their benefit (collectively, the "DeBartolos"), effectively owned a
   14.2% equity interest in the Operating Partnership.
   
     The Partnerships own or hold interests in a diversified
   portfolio of 183 income producing properties (the "Portfolio
   Properties"), including 112 super-regional and regional malls, 65
   community shopping centers, two specialty retail centers and four
   mixed-use properties located in 33 states. The Portfolio Properties
   contain an aggregate of approximately 110 million square feet of
   gross leasable area ("GLA"), of which approximately 65 million
   square feet is GLA owned by the Partnerships ("Owned GLA"). 
   More than 3,600 different retailers occupy approximately 12,000
   stores in the Portfolio Properties.  Total estimated retail sales at the
   Portfolio Properties approached $16 billion in fiscal 1995.  In
   addition, the Partnerships have interests in eight properties under
   construction in the United States, and land held for future
   development.  The Operating Partnership, together with its affiliated
   management companies (collectively, the "Management
   Companies"), manage over 127 million square feet of GLA of retail
   and mixed-use properties.
   
     As of the Merger Date, the Operating Partnership and the
   Management Companies had approximately 8,000 employees.  The
   Operating Partnership's executive offices are located at National
   City Center, 115 West Washington Street, Suite 15 East,
   Indianapolis, Indiana 46204, and its telephone number is (317) 636-1600.
   
   
                       USE OF PROCEEDS
   
     Except as otherwise provided in the applicable Prospectus
   Supplement, proceeds to the Operating Partnership from the sale of
   the Debt Securities offered hereby will be added to the working
   capital of the Operating Partnership and will be available for general
   purposes, which may include the repayment of indebtedness, the
   financing of capital commitments and possible future acquisitions
   associated with the continued expansion of the Partnerships'
   business.
   
             RATIO OF EARNINGS TO FIXED CHARGES
   
     SPG, LP's ratio of earnings to fixed charges for the six
   months ended June 30, 1996 and 1995 was 1.54x and 1.59x,
   respectively, and for the fiscal years ended December 31, 1995 and
   1994 was 1.67x and 1.43x, respectively.  From the commencement
   of its operations on December 20, 1993 through December 31,


        
                                                                        5

   1993, the ratio of earnings to fixed charges for SPG, LP was 3.36x. 
   The pro forma ratio of earnings to fixed charges for the six months
   ended June 30, 1996 and for the fiscal year ended December 31,
   1995 of SDG, LP, assuming the Merger and related transactions had
   occurred as of January 1, 1995 and carried forward through June 30,
   1996, was 1.55x and 1.72x, respectively.
   
     For purposes of computing the ratio of earnings to fixed
   charges, earnings have been calculated by adding fixed charges,
   excluding capitalized interest, to income (loss) from continuing
   operations including income from minority interests which have
   fixed charges, and including distributed income from unconsolidated
   joint ventures instead of income from unconsolidated joint ventures. 
   Fixed charges consist of interest costs, whether expensed or
   capitalized, the interest component of rental expense and
   amortization of debt issuance costs.
   
     Prior to the commencement of business by SPG, LP in
   December 1993, the predecessor of SPG, LP maintained a different
   ownership and equity structure.  The predecessor's operating
   properties have historically generated positive net cash flow.  The
   financial statements of the predecessor show net income for the
   period January 1, 1993 through December 19, 1993, and net losses
   for the fiscal years ended December 31, 1992 and 1991.  The ratio
   of earnings to fixed charges for the period January 1, 1993 through
   December 19, 1993 was 1.11x.  As a consequence of the net losses
   for the fiscal years ended December 31, 1992 and 1991, the
   computation of the ratio of earnings to fixed charges for these fiscal
   years indicates that earnings were inadequate to cover fixed charges
   by approximately $12.million and $18.7 million, respectively.
   
     The new capitalization of the Company effected in December
   1993 in connection with its initial public offering permitted the
   Company to deleverage significantly, resulting in an improved ratio
   of earnings to fixed charges subsequent to its commencement of
   operations.
   
   
                        ACCOUNTING TREATMENT OF
                 MERGER AND OTHER RELATED TRANSACTIONS
   
     For financial reporting purposes, the completion of the
   Merger and related transactions resulted in a reverse acquisition of
   all of the assets and liabilities of DeBartolo Realty Partnership, L.P.
   on the books and records of SPG, L.P.  Although the Operating
   Partnership became the primary operating partnership of the
   Company, through which future business of the Company will be
   conducted, SPG, LP was the acquirer in the merger transaction for
   accounting purposes.  Accordingly, the financial statements and
   ratios disclosed by the Operating Partnership for the post-Merger
   periods will reflect the acquisition of DeBartolo Realty Partnership,
   L.P. by SPG, LP using purchase accounting and for all pre-Merger
   comparative periods the financial statements and ratios disclosed by
   the Operating Partnership will reflect the financial statements and
   ratios of SPG, LP or SPG, LP's predecessor.
   

        
                                                                        6

               DESCRIPTION OF DEBT SECURITIES
   
       The Debt Securities will be issued under an Indenture (the
   "Indenture"), between the Operating Partnership and Chemical
   Bank, as trustee.  The Indenture has been filed as an exhibit to the
   Registration Statement of which this Prospectus is a part and is
   available for inspection at the corporate trust office of the trustee at
   450 West 33rd Street, New York, New York 10001, or as
   described above under "Available Information."  The Indenture is
   subject to, and governed by, the Trust Indenture Act of 1939, as
   amended (the "TIA").  The statements made hereunder or in any
   Prospectus Supplement relating to the Indenture and the Debt
   Securities to be issued thereunder are summaries of certain
   provisions thereof and do not purport to be complete and are subject
   to, and are qualified in their entirety by reference to, all provisions
   of the Indenture and such Debt Securities.  All section references
   appearing herein are to sections of the Indenture, and capitalized
   terms used but not defined herein shall have the respective meanings
   set forth in the Indenture.
   
   General
   
       The Debt Securities will be direct, unsecured obligations of
   the Operating Partnership and will rank equally with all other
   unsecured and unsubordinated indebtedness of the Operating
   Partnership.  At June 30, 1996, the total outstanding mortgage debt
   of the Operating Partnership including its pro rata share of joint
   venture debt was $3,888,702 million, 92.0% of which was secured
   debt.  The Debt Securities may be issued without limit as to
   aggregate principal amount, in one or more series, in each case as
   established from time to time in or pursuant to authority granted by
   a resolution of the Board of Directors of the Managing General
   Partner, as the managing general partner of the Operating
   Partnership or as established in one or more indentures supplemental
   to the Indenture.  All Debt Securities of one series need not be
   issued at the same time and, unless otherwise provided, a series may
   be reopened, without the consent of the holders of the Debt
   Securities of such series, for issuances of additional Debt Securities
   of such series (Section 301).
   
       The Indenture provides that there may be more than one
   trustee (the "Trustee") thereunder, each with respect to one or more
   series of Debt Securities.  Any Trustee under the Indenture may
   resign or be removed with respect to one or more series of Debt
   Securities, and a successor Trustee may be appointed to act with
   respect to such series (Section 608).  In the event that two or more
   persons are acting as Trustee with respect to different series of Debt
   Securities, each such Trustee shall be a trustee of a trust under the
   Indenture separate and apart from the trust administered by any
   other Trustee (Section 609), and, except as otherwise indicated
   herein, any action described herein to be taken by a Trustee may be
   taken by each such Trustee with respect to, and only with respect to,
   the one or more series of Debt Securities for which it is Trustee
   under the Indenture.
   
       Reference is made to the Prospectus Supplement relating to
   the series of Debt Securities being offered for the specific terms
   thereof, including:
   
       (1)   the title of such Debt Securities;
   
       (2)   the aggregate principal amount of such Debt Securities
   and any limit on such aggregate principal amount;
   
       (3)   the percentage of the principal amount at which such
   Debt Securities will be issued and, if other than the principal amount
   thereof, the portion of the principal amount thereof payable upon
   acceleration of the maturity thereof;
   
       (4)   the date or dates, or the method for determining
   such date or dates, on which the principal of such Debt Securities
   will be payable;
   
       (5)   the rate or rates (which may be fixed or
   variable), or the method by which such rate or rates shall be
   determined, at which such Debt Securities will bear interest, if any;
   

        
                                                                        7

       (6)   the date or dates, or the method for determining
   such date or dates, from which any interest will accrue, the dates on
   which any such interest will be payable, the record dates for such
   interest payment dates, or the method by which any such record date
   shall be determined, the person to whom such interest shall be
   payable, and the basis upon which interest shall be calculated if
   other than that of a 360-day year of twelve 30-day months;
   
       (7)   the place or places where the principal of (and
   premium, if any) and interest, if any, on such Debt Securities will be
   payable, such Debt Securities may be surrendered for registration of
   transfer or exchange and notices or demands to or upon the
   Operating Partnership in respect of such Debt Securities and the
   Indenture may be served;
   
       (8)   the period or periods within which, the price or
   prices at which and the terms and conditions upon which such Debt
   Securities may be redeemed, as a whole or in part, at the option of
   the Operating Partnership, if the Operating Partnership is to have
   such an option;
   
       (9)   the obligation, if any, of the Operating
   Partnership to redeem, repay or purchase such Debt Securities
   pursuant to any sinking fund or analogous provision or at the option
   of a holder thereof, and the period or periods within which, the price
   or prices at which and the terms and conditions upon which such
   Debt Securities will be redeemed, repaid or purchased, as a whole
   or in part, pursuant to such obligation;
   
       (10)  if other than U.S. dollars, the currency or
   currencies in which such Debt Securities are denominated and
   payable, which may be a foreign currency or units of two or more
   foreign currencies or a composite currency or currencies, and the
   terms and conditions relating thereto;
   
       (11)  whether the amount of payments of principal of
   (and premium, if any) or interest, if any, on such Debt Securities
   may be determined with reference to an index, formula or other
   method (which index, formula or method may, but need not be,
   based on a currency, currencies, currency unit or units or composite
   currency or currencies) and the manner in which such amounts shall
   be determined;
   
       (12)  the events of default or covenants of such Debt
   Securities, to the extent different from or in addition to those
   described herein;
   
       (13)  whether such Debt Securities will be issued in
   certificated or book-entry form;
   
(14) whether such Debt Securities will be in registered or
   bearer form and, if in registered form, the denominations thereof if
   other than $1,000 and any integral multiple thereof and, if in bearer
   form, the denominations thereof if other than $5,000, and any
   integral multiple thereof and the terms and conditions relating
   thereto;
   
     (15)  the applicability, if any, of the defeasance and covenant
   defeasance provisions described herein, or any modification thereof;
   
     (16) if such Debt Securities are to be issued upon the
   exercise of debt warrants, the time, manner and place of such Debt
   Securities to be authenticated and delivered;
   
     (17)    whether and under what circumstances the Operating
   Partnership will pay additional amounts on such Debt Securities in
   respect of any tax, assessment or governmental charge and, if so,
   whether the Operating Partnership will have the option to redeem
   such Debt Securities in lieu of making such payment;
   
    (18)    with respect to any Debt Securities that provide
   for optional redemption or prepayment upon the occurrence of
   certain events (such as a change of control of the Operating
   Partnership), (i) the possible effects of such provisions on the market
   price of the Operating Partnership's securities or in deterring certain
   mergers, tender offers or other takeover attempts, and the intention
   of the Operating Partnership to comply with the requirements of Rule
   14e-1 under the Exchange Act and any other applicable securities
   laws in


        
                                                                        8

   connection with such provisions; (ii) whether the occurrence
   of the specified events may give rise to cross-defaults on other
   indebtedness such that payment on such Debt Securities may be
   effectively subordinated; and (iii) the existence of any limitation on
   the Operating Partnership's financial or legal ability to repurchase
   such Debt Securities upon the occurrence of such an event
   (including, if true, the lack of assurance that such a repurchase can
   be effected) and the impact, if any, under the Indenture of such a
   failure, including whether and under what circumstances such a
   failure may constitute an Event of Default; and
   
     (19) any other terms of such Debt Securities.
   
     The Debt Securities may provide for less than the entire
   principal amount thereof to be payable upon acceleration of the
   maturity thereof ("Original Issue Discount Securities").  If material or
   applicable, special U.S. federal income tax, accounting and other
   considerations applicable to Original Issue Discount Securities will be
   described in the applicable Prospectus Supplement.
   
     Except as described under " Merger, Consolidation or Sale"
   below or as may be set forth in any Prospectus Supplement, the
   Indenture does not contain any other provisions that would limit the
   ability of the Operating Partnership to incur indebtedness or that
   would afford holders of the Debt Securities protection in the event of
   (i) a highly leveraged or similar transaction involving the Operating
   Partnership, the Company or the management of the Company, or
   any affiliate of any such party, (ii) a change of control, or (iii) a
   reorganization, restructuring, merger or similar transaction involving
   the Operating Partnership that may adversely affect the holders of the
   Debt Securities.  In addition, subject to the limitations set forth under
   " Merger, Consolidation or Sale," the Operating Partnership may, in
   the future, enter into certain transactions, such as the sale of all or
   substantially all of its assets or the merger or consolidation of the
   Operating Partnership, that would increase the amount of the
   Operating Partnership's indebtedness or substantially reduce or
   eliminate the Operating Partnership's assets, which may have an
   adverse effect on the Operating Partnership's ability to service its
   indebtedness, including the Debt Securities.  Reference is made to
   the applicable Prospectus Supplement for information with respect to
   any deletions from, modifications of or additions to the events of
   default or covenants that are described below, including any addition
   of a covenant or other provision providing event risk or similar
   protection.
   
     Reference is made to " Certain Covenants" below and to the
   description of any additional covenants with respect to a series of
   Debt Securities in the applicable Prospectus Supplement.  Except as
   otherwise described in the applicable Prospectus Supplement,
   compliance with such covenants generally may not be waived with
   respect to a series of Debt Securities unless the Holders of at least a
   majority in principal amount of all outstanding Debt Securities of
   such series consent to such waiver, except to the extent that the
   defeasance and covenant defeasance provisions of the Indenture
   described under " Discharge, Defeasance and Covenant Defeasance"
   below apply to such series of Debt Securities.  See " Modification of
   the Indenture."
   
   Denominations, Interest, Registration and Transfer
   
     Unless otherwise described in the applicable Prospectus
   Supplement, the Debt Securities of any series which are registered
   securities, other than registered securities issued in global form
   (which may be of any denomination), shall be issuable in
   denominations of $1,000 and any integral multiple thereof and the
   Debt Securities which are bearer securities, other than bearer
   securities issued in global form (which may be of any denomination),
   shall be issuable in denominations of $5,000 and any integral
   multiple thereof (Section 302).
   
     Unless otherwise specified in the applicable Prospectus
   Supplement, the principal of (and premium, if any) and interest on
   any series of Debt Securities in registered form will be payable at the
   corporate trust office of the Trustee, initially located at [450 West
   33rd Street, New York, New York 10001], provided that, at the
   option of the Operating Partnership, payment of interest may be
   made by check mailed to the address of the Person entitled thereto as
   it appears in the applicable Security Register or by wire transfer of
   funds to such Person at an account maintained within the United
   States (Sections 301, 307 and 1002).
   

        
                                                                        9

     Unless otherwise specified in the applicable Prospectus
   Supplement, any interest not punctually paid or duly provided for on
   any Interest Payment Date with respect to a Debt Security in
   registered form ("Defaulted Interest") will forthwith cease to be
   payable to the Holder on the applicable Regular Record Date and
   may either be paid to the Person in whose name such Debt Security
   is registered at the close of business on a special record date (the
   "Special Record Date") for the payment of such Defaulted Interest to
   be fixed by the Trustee, notice whereof shall be given to the Holder
   of such Debt Security not less than 10 days prior to such Special
   Record Date, or may be paid at any time in any other lawful manner,
   all as more completely described in the Indenture (Section 307).
   
     Subject to certain limitations imposed upon Debt Securities
   issued in book-entry form, the Debt Securities of any series will be
   exchangeable for other Debt Securities of the same series and of a
   like aggregate principal amount and tenor of different authorized
   denominations upon surrender of such Debt Securities at the
   corporate trust office of the Trustee referred to above.  In addition,
   subject to certain limitations imposed upon Debt Securities issued in
   book-entry form, the Debt Securities of any series may be
   surrendered for registration of transfer thereof at the corporate trust
   office of the Trustee referred to above.  Every Debt Security
   surrendered for registration of transfer or exchange shall be duly
   endorsed or accompanied by a written instrument of transfer.  No
   service charge will be made for any registration of transfer or
   exchange of any Debt Securities, but the Trustee or the Operating
   Partnership may require payment of a sum sufficient to cover any tax
   or other governmental charge payable in connection therewith
   (Section 305).  If the applicable Prospectus Supplement refers to any
   transfer agent (in addition to the Trustee) initially designated by the
   Operating Partnership with respect to any series of Debt Securities,
   the Operating Partnership may at any time rescind the designation of
   any such transfer agent or approve a change in the location through
   which any such transfer agent acts, except that the Operating
   Partnership will be required to maintain a transfer agent in each place
   of payment for such series.  The Operating Partnership may at any
   time designate additional transfer agents with respect to any series of
   Debt Securities (Section 1002).
   
     Neither the Operating Partnership nor the Trustee shall be
   required (i) to issue, register the transfer of or exchange any Debt
   Security if such Debt Security may be among those selected for
   redemption during a period beginning at the opening of business 15
   days before selection of the Debt Securities to be redeemed and
   ending at the close of business on (A) if such Debt Securities are
   issuable only as Registered Securities, the day of the mailing of the
   relevant notice of redemption and (B) if such Debt Securities are
   issuable as Bearer Securities, the day of the first publication of the
   relevant notice of redemption or, if such Debt Securities are also
   issuable as Registered Securities and there is no publication, the
   mailing of the relevant notice of redemption, or (ii) to register the
   transfer of or exchange any Registered Security so selected for
   redemption in whole or in part, except, in the case of any Registered
   Security to be redeemed in part, the portion thereof not to be
   redeemed, or (iii) to exchange any Bearer Security so selected for
   redemption except that, to the extent provided with respect to such
   Bearer Security, such Bearer Security may be exchanged for a
   Registered Security of that series and of like tenor, provided that
   such Registered Security shall be simultaneously surrendered for
   redemption, or (iv) to issue, register the transfer of or exchange any
   Debt Security which has been surrendered for repayment at the
   option of the Holder, except the portion, if any, of such Debt
   Security not to be so repaid (Section 305).
   
   Merger, Consolidation or Sale
   
     The Operating Partnership may consolidate with, or sell, lease
   or convey all or substantially all of its assets to, or merge with or
   into, any other entity, provided that (a) the Operating Partnership
   shall be the continuing entity, or the successor entity (if other than
   the Operating Partnership) formed by or resulting from any such
   consolidation or merger or which shall have received the transfer of
   such assets shall expressly assume payment of the principal of (and
   premium, if any) and interest on all the Debt Securities and the due
   and punctual performance and observance of all of the covenants and
   conditions contained in the Indenture; (b) immediately after giving
   effect to such transaction and treating any indebtedness which
   becomes an obligation of the Operating Partnership or any Subsidiary
   as a result thereof as having been incurred by the Operating
   Partnership or such Subsidiary at the time of such transaction, no
   Event of Default under the Indenture, and no event which, after
   notice or the lapse of time, or both, would become such an Event of


        
                                                                        10

   Default, shall have occurred and be continuing; and (c) an officer's
   certificate and legal opinion covering such conditions shall be
   delivered to the Trustee (Sections 801 and 803).
   
   Certain Covenants
   
     Existence.  Except as permitted under " Merger,
   Consolidation or Sale" above, the Operating Partnership is required
   to do or cause to be done all things necessary to preserve and keep in
   full force and effect its existence, rights (statutory and charter) and
   franchises; provided, however, that the Operating Partnership shall
   not be required to preserve any such right or franchise if it
   determines that the loss thereof is not disadvantageous in any material 
   respect to the Holders of the Debt Securities (Section 1006).
   
     Maintenance of Properties.  The Operating Partnership is
   required to cause all of its material properties used or useful in the
   conduct of its business or the business of any Subsidiary to be
   maintained and kept in good condition, repair and working order and
   supplied with all necessary equipment and to cause to be made all
   necessary repairs, renewals, replacements, betterments and
   improvements thereof, all as in the judgment of the Operating
   Partnership may be necessary so that the business carried on in
   connection therewith may be properly conducted at all times;
   provided, however, that the Operating Partnership and its subsidiaries
   shall not be prevented from selling or otherwise disposing for value
   their respective properties in the ordinary course of business (Section
   1007).
   
     Insurance.  The Operating Partnership is required to, and is
   required to cause each of its Subsidiaries to, keep all of its insurable
   properties insured against loss or damage at least equal to their then
   full insurable value (subject to reasonable deductibles determined
   from time to time by the Operating Partnership) with financially
   sound and reputable insurance companies (Section 1008).
   
     Payment of Taxes and Other Claims.  The Operating
   Partnership is required to pay or discharge or cause to be paid or
   discharged, before the same shall become delinquent, (i) all taxes,
   assessments and governmental charges levied or imposed upon it or
   any Subsidiary or upon its income, profits or property or that of any
   Subsidiary, and (ii) all lawful claims for labor, materials and
   suppliers which, if unpaid, might by law become a lien upon the
   property of the Operating Partnership or any Subsidiary; provided,
   however, that the Operating Partnership shall not be required to pay
   or discharge or cause to be paid or discharged any such tax,
   assessment, charge or claim whose amount, applicability or validity
   is being contested in good faith by appropriate proceedings (Section
   1009).
   
     Provision of Financial Information.  The Holders of Debt
   Securities will be provided with copies of the annual reports and
   quarterly reports of the Operating Partnership.  Whether or not the
   Operating Partnership is subject to Section 13 or 15(d) of the
   Exchange Act and for so long as any Debt Securities are outstanding,
   the Operating Partnership will, to the extent permitted under the
   Exchange Act, be required to file with the Commission the annual
   reports, quarterly reports and other documents which the Operating
   Partnership would have been required to file with the Commission
   pursuant to such Section 13 or 15(d) (the "Financial Statements") if
   the Operating Partnership were so subject, such documents to be
   filed with the Commission on or prior to the respective dates (the
   "Required Filing Dates") by which the Operating Partnership would
   have been required so to file such documents if the Operating
   Partnership were so subject.  The Operating Partnership will also in
   any event (x) within 15 days of each Required Filing Date
   (i) transmit by mail to all Holders of Debt Securities, as their names
   and addresses appear in the Security Register, without cost to such
   Holders, copies of the annual reports and quarterly reports which the
   Operating Partnership would have been required to file with the
   Commission pursuant to Section 13 or 15(d) of the Exchange Act if
   the Operating Partnership were subject to such Sections and (ii) file
   with the Trustee copies of the annual reports, quarterly reports and
   other documents which the Operating Partnership would have been
   required to file with the Commission pursuant to Section 13 or 15(d)
   of the Exchange Act if the Operating Partnership were subject to
   such Sections and (y) if filing such documents by the Operating
   Partnership with the Commission is not permitted under the
   Exchange Act, promptly upon written request and payment of the
   reasonable cost of duplication and delivery, supply copies of such
   documents to any prospective Holder (Section 1010).


        
                                                                        11
   
     Additional Covenants.  Any additional or different covenants
   of the Operating Partnership with respect to any series of Debt
   Securities will be set forth in the Prospectus Supplement relating
   thereto.
   
   Events of Default, Notice and Waiver
   
     The Indenture provides that the following events are "Events
   of Default" with respect to any series of Debt Securities issued
   thereunder:  (a) default for 30 days in the payment of any installment
   of interest on any Debt Security of such series; (b) default in the
   payment of the principal of (or premium, if any, on) any Debt
   Security of such series at its Maturity; (c) default in making any
   sinking fund payment as required for any Debt Security of such
   series; (d) default in the performance of any other covenant of the
   Operating Partnership contained in the Indenture (other than a
   covenant added to the Indenture solely for the benefit of a series of
   Debt Securities issued thereunder other than such series), such
   default having continued for 60 days after written notice as provided
   in the Indenture; (e) default in the payment of an aggregate principal
   amount exceeding $30,000,000 of any recourse indebtedness of the
   Operating Partnership, however evidenced, such default having
   occurred after the expiration of any applicable grace period and
   having resulted in the acceleration of the maturity of such
   indebtedness, but only if such indebtedness is not discharged or such
   acceleration is not rescinded or annulled within 10 days after written
   notice as provided in the Indenture; (f) certain events of bankruptcy,
   insolvency or reorganization, or court appointment of a receiver,
   liquidator or trustee of the Operating Partnership or any Significant
   Subsidiary or any of their respective property; and (g) any other
   Event of Default provided with respect to a particular series of Debt
   Securities (Section 501).
   
     If an Event of Default under the Indenture with respect to
   Debt Securities of any series at the time Outstanding occurs and is
   continuing, then in every such case the Trustee or the Holders of not
   less than 25% in principal amount of the Outstanding Debt Securities
   of that series may declare the principal amount (or, if the Debt
   Securities of that series of the Original Issue Discount Securities or
   Indexed Securities, such portion of the principal amount as may be
   specified in the terms thereof) of all of the Debt Securities of that
   series to be due and payable immediately by written notice thereof to
   the Operating Partnership (and to the Trustee if given by the
   Holders); provided, that in the case of an Event of Default described
   under paragraph (f) of the preceding paragraph, acceleration is
   automatic.  However, at any time after such acceleration with respect
   to Debt Securities of such series has been made, but before a
   judgment or decree for payment of the money due has been obtained
   by the Trustee, the Holders of not less than a majority in principal
   amount of Outstanding Debt Securities of such series may rescind
   and annul such acceleration and its consequences if (a) the Operating
   Partnership shall have deposited with the Trustee all amounts due
   otherwise than on account of such declaration, plus certain fees,
   expenses, disbursements and advances of the Trustee and (b) all
   Events of Default, other than the non-payment of accelerated
   principal of the Debt Securities of such series, have been cured or
   waived as provided in the Indenture (Section 502).  The Indenture
   also provides that the Holders of not less than a majority in principal
   amount of the Outstanding Debt Securities of any series may waive
   any past default with respect to such series and its consequences,
   except a default (x) in the payment of the principal of (or premium, if
   any) or interest on any Debt Security of such series or (y) in respect
   of a covenant or provision contained in the Indenture that cannot be
   modified or amended without the consent of the Holder of each
   Outstanding Debt Security affected thereby (Section 513).
   
     The Trustee will be prepared to give notice to the Holders of
   Debt Securities within 90 days of a default under the Indenture unless
   such default has been cured or waived; provided, however, that the
   Trustee may withhold notice to the Holders of any series of Debt
   Securities of any default with respect to such series (except a default
   in the payment of the principal of (or premium, if any) or interest on
   any Debt Security of such series or in the payment of any sinking
   fund installment in respect of any Debt Security of such series) if a
   trust committee of Responsible Officers of the Trustee consider such
   withholding to be in the interest of such Holders (Section 601).
   
     The Indenture provides that no Holders of Debt Securities of
   any series may institute any proceedings, judicial or otherwise, with
   respect to the Indenture or for any remedy thereunder, except in the
   case of failure of the Trustee, for 60 days, to act after it has received
   a written request to institute proceedings in respect of an Event of
   Default from the Holders of not less than 25% in principal amount of
   the Outstanding Debt 

        
                                                                        12

   Securities of such series, as well as an offer of
   indemnity reasonably satisfactory to it (Section 507).  This provision
   will not prevent, however, any Holder of Debt Securities from
   instituting suit for the enforcement of payment of the principal of
   (and premium, if any) and interest on such Debt Securities at the
   respective due dates thereof (Section 508).
   
     Subject to provisions in the Indenture relating to its duties in
   case of default, the Trustee is under no obligation to exercise any of
   its rights or powers under the Indenture at the request of any Holders
   of any series of Debt Securities then Outstanding under the
   Indenture, unless such Holders shall have offered to the Trustee
   thereunder reasonable security or indemnity (Section 602).  The
   Holders of not less than a majority in principal amount of the
   Outstanding Debt Securities of any series shall have the right to
   direct the time, method and place of conducting any proceeding for
   any remedy available to the Trustee, or of exercising any trust or
   power conferred upon the Trustee with respect to the Debt Securities
   of such series.  However, the Trustee may refuse to follow any
   direction which is in conflict with any law or the Indenture, which
   may involve the Trustee in personal liability or which may be unduly
   prejudicial to the Holders of Debt Securities of such series not
   joining therein (Section 512).
   
     Within 120 days after the close of each fiscal year, the
   Operating Partnership must deliver to the Trustee a certificate, signed
   by one of several specified officers of the Operating Partnership,
   stating whether or not such officer has knowledge of any default
   under the Indenture and, if so, specifying each such default and the
   nature and status thereof (Section 1011).
   
   Modification of the Indenture
   
     Modifications and amendments of the Indenture will be
   permitted to be made only with the consent of the Holders of not less
   than a majority in principal amount of all Outstanding Debt Securities
   which are affected by such modification or amendment (voting as one
   class); provided, however, that no such modification or amendment
   may, without the consent of the Holder of each such Debt Security
   affected thereby:  (a) change the Stated Maturity of the principal of,
   or premium (if any) or any installment of interest on, any such Debt
   Security; (b) reduce the principal amount of, or the rate or amount of
   interest on, or any premium payable on redemption of, any such
   Debt Security, or reduce the amount of principal of an Original Issue
   Discount Security that would be due and payable upon acceleration of
   the maturity thereof or that would be provable in bankruptcy, or
   adversely affect any right of repayment at the option of the holder of
   any such Debt Security; (c) change the Place of Payment, or the coin
   or currency, for payment of principal of, premium, if any, or interest
   on any such Debt Security; (d) impair the right to institute suit for the
   enforcement of any payment on or with respect to any such Debt
   Security; (e) reduce the above-stated percentage in principal amount
   of Outstanding Debt Securities necessary to modify or amend the
   Indenture, reduce the percentage of Outstanding Debt Securities of
   any series necessary to waive compliance with certain provisions
   thereof or certain defaults and consequences thereunder, or to reduce
   the quorum or voting requirements set forth in the Indenture; or
   (f) modify any of the foregoing provisions or any of the provisions
   relating to the waiver of certain past defaults or certain covenants,
   except to increase the percentage required to effect such action or to
   provide that certain other provisions may not be modified or waived
   without the consent of the Holder of each Outstanding Debt Security
   affected thereby (Section 902).
   
     The Indenture provides that the Holders of not less than a
   majority in principal amount of a series of Outstanding Debt
   Securities have the right to waive compliance by the Operating
   Partnership with certain covenants relating to such series of Debt
   Securities in the Indenture (Section 1013).
   
     Modifications and amendments of the Indenture will be
   permitted to be made by the Operating Partnership and the Trustee
   without the consent of any Holder of Debt Securities for any of the
   following purposes:  (i) to evidence the succession of another Person
   to the Operating Partnership as obligor under the Indenture; (ii) to
   add to the covenants of the Operating Partnership for the benefit of
   the Holders of all or any series of Debt Securities or to surrender any
   right or power conferred upon the Operating Partnership in the
   Indenture; (iii) to add Events of Default for the benefit of the Holders
   of all or any series of Debt Securities; (iv) to add or change any
   provisions of the Indenture to facilitate the issuance of, or to
   liberalize certain terms 


        
                                                                        13

   of, Debt Securities in bearer form, to change
   or eliminate any restrictions on payment of the principal of or
   premium or interest on Debt Securities, to modify the provisions
   relating to global Debt Securities, or to permit or facilitate the
   issuance of Debt Securities in uncertificated form, provided that such
   action shall not adversely affect the interests of the Holders of the
   Debt Securities of any series in any material respect; (v) to change or
   eliminate any provisions of the Indenture, provided that any such
   change or elimination shall become effective only when there are no
   Debt Securities Outstanding of any series created prior thereto which
   are entitled to the benefit of such provision or such amendment shall
   not apply to any then Outstanding Debt Security; (vi) to secure the
   Debt Securities; (vii) to establish the form or terms of Debt Securities
   of any series; (viii) to provide for the acceptance of appointment by a
   successor Trustee or facilitate the administration of the trusts under
   the Indenture by more than one Trustee; (ix) to cure any ambiguity,
   defect or inconsistency in the Indenture, provided that such action
   shall not adversely affect the interests of Holders of Debt Securities
   of any series in any material respect; or (x) to supplement any of the
   provisions of the Indenture to the extent necessary to permit or
   facilitate defeasance and discharge of any series of such Debt
   Securities, provided that such action shall not adversely affect the
   interests of the Holders of the Debt Securities of any series in any
   material respect (Section 901).
   
     The Indenture provides that in determining whether the
   Holders of the requisite principal amount of the Outstanding Debt
   Securities of a series have given any request, demand, authorization,
   direction, notice, consent or waiver thereunder or whether a quorum
   is present at a meeting of Holders of Debt Securities, (i) the principal
   amount of an Original Issue Discount Security that shall be deemed
   to be Outstanding shall be the amount of the principal thereof that
   would be due and payable as of the date of such determination upon
   acceleration of the maturity thereof, (ii) the principal amount of a
   Debt Security denominated in a foreign currency that shall be deemed
   Outstanding shall be the U.S. dollar equivalent, determined on the
   issue date for such Debt Security, of the principal amount (or, in the
   case of an Original Issue Discount Security, the U.S. dollar
   equivalent on the issue date of such Debt Security of the amount
   determined as provided in (i) above) of such Debt Security, (iii) the
   principal amount of an Indexed Security that shall be deemed
   Outstanding shall be the principal face amount of such Indexed
   Security at original issuance, unless otherwise provided with respect
   to such Indexed Security pursuant to the Indenture, and (iv) Debt
   Securities owned by the Operating Partnership or any other obligor
   upon the Debt Securities or any affiliate of the Operating Partnership
   or of such other obligor shall be disregarded (Section 101).
   
     The Indenture contains provisions for convening meetings of
   the Holders of Debt Securities of a series issuable, in whole or in
   part, as Bearer Securities (Section 1501).  A meeting will be
   permitted to be called at any time by the Trustee, and also, upon
   request, by the Operating Partnership or the Holders of at least 10%
   in principal amount of the Outstanding Debt Securities of such series,
   in any such case upon notice given as provided in the Indenture
   (Section 1502).  Except for any consent that must be given by the
   Holder of each Debt Security affected by certain modifications and
   amendments of the Indenture, any resolution presented at a meeting
   or adjourned meeting duly reconvened at which a quorum is present
   will be permitted to be adopted by the affirmative vote of the Holders
   of a majority in principal amount of the Outstanding Debt Securities
   of that series; provided, however, that, except as referred to above,
   any resolution with respect to any request, demand, authorization,
   direction, notice, consent, waiver or other action that may be made,
   given or taken by the Holders of a specified percentage in principal
   amount of the Outstanding Debt Securities of a series may be adopted
   at a meeting at which a quorum is present by the affirmative vote of
   the Holders of such specified percentage in principal amount of the
   Outstanding Debt Securities of that series.  Any resolution passed or
   decision taken at any meeting of Holders of Debt Securities of any
   series duly held in accordance with the Indenture will be binding on
   all Holders of Debt Securities of that series.  The quorum at any
   meeting called to adopt a resolution, and at any reconvened meeting,
   will be Persons holding or representing a majority in principal
   amount of the Outstanding Debt Securities of a series; provided,
   however, that if any action is to be taken at such meeting with respect
   to any request, demand, authorization, direction, notice, consent,
   waiver or other action which may be made, given or taken by the
   Holders of not less than a specified percentage in principal amount of
   the Outstanding Debt Securities of a series, then with respect to such
   action (and only such action) the Persons holding or representing
   such specified percentage in principal amount of the Outstanding
   Debt Securities of such series will constitute a quorum
   (Section 1504).
   

        
                                                                        14

     Notwithstanding the foregoing provisions, if any action is to
   be taken at a meeting of Holders of Debt Securities of any series with
   respect to any request, demand, authorization, direction, notice,
   consent, waiver or other action that the Indenture expressly provides
   may be made, given or taken by the Holders of a specified
   percentage in principal amount of all Outstanding Debt Securities
   affected thereby, or of the Holders of such series and one or more
   additional series:  (i) there shall be no minimum quorum requirement
   for such meeting and (ii) the principal amount of the Outstanding
   Debt Securities of such series that vote in favor of such request,
   demand, authorization, direction, notice, consent, waiver or other
   action shall be taken into account in determining whether such
   request, demand, authorization, direction, notice, consent, waiver or
   other action has been made, given or taken under the Indenture
   (Section 1504).
   
   Discharge
   
     The Operating Partnership may discharge certain obligations
   to Holders of any series of Debt Securities that have not already been
   delivered to the Trustee for cancellation and that either have become
   due and payable or will become due and payable within one year (or
   scheduled for redemption within one year) by irrevocably depositing
   with the Trustee, in trust, funds in an amount sufficient to pay the
   entire indebtedness on such Debt Securities in respect of principal
   (and premium, if any) and interest to the date of such deposit (if such
   Debt Securities have become due and payable) or to the Stated
   Maturity or Redemption Date, as the case may be (Section 401).
   
   Defeasance and Covenant Defeasance
   
     The Indenture provides that, if the provisions of Article
   Fourteen are made applicable to the Debt Securities of or within any
   series pursuant to Section 301 of the Indenture, the Operating
   Partnership may elect either (a) to defease and be discharged from
   any and all obligations with respect to such Debt Securities (except
   for the obligation to pay Additional Amounts, if any, upon the
   occurrence of certain events of tax, assessment or governmental
   charge with respect to payments on such Debt Securities and the
   obligations to register the transfer or exchange of such Debt
   Securities, to replace temporary or mutilated, destroyed, lost or
   stolen Debt Securities, to maintain an office or agency in respect of
   such Debt Securities and to hold moneys for payment in trust)
   ("defeasance") (Section 1402) or (b) to be released from its
   obligations with respect to such Debt Securities under Sections 1004
   to 1010, inclusive, of the Indenture (including the restrictions
   described under " Certain Covenants" above) and its obligations
   with respect to any other covenant, and any omission to comply with
   such obligations shall not constitute a default or an Event of Default
   with respect to such Debt Securities ("covenant defeasance")
   (Section 1403), in either case upon the irrevocable deposit by the
   Operating Partnership with the Trustee, in trust, of an amount, in
   such currency or currencies, currency unit or units or composite
   currency or currencies in which such Debt Securities are payable at
   Stated Maturity, or Government Obligations (as defined below), or
   both, applicable to such Debt Securities which through the scheduled
   payment of principal and interest in accordance with their terms will
   provide money in an amount sufficient to pay the principal of (and
   premium, if any) and interest on such Debt Securities, and any
   mandatory sinking fund or analogous payments thereon, on the
   scheduled due dates therefor (Section 1404).
   
     Such a trust will only be permitted to be established if, among
   other things, the Operating Partnership has delivered to the Trustee
   an Opinion of Counsel (as specified in the Indenture) to the effect
   that the Holders of such Debt Securities will not recognize income,
   gain or loss for U.S. federal income tax purposes as a result of such
   defeasance or covenant defeasance and will be subject to U.S. federal
   income tax on the same amounts, in the same manner and at the same
   times as would have been the case if such defeasance or covenant
   defeasance had not occurred, and such Opinion of Counsel, in the
   case of defeasance, must refer to and be based upon a ruling of the
   Internal Revenue Service or a change in applicable United States
   federal income tax law occurring after the date of the Indenture
   (Section 1404).
   
     "Government Obligations" means securities which are
   (i) direct obligations of the United States of America or the
   government which issued the foreign currency in which the Debt
   Securities of a particular series are payable, for the payment of which
   its full faith and credit is pledged or (ii) obligations of a person
   controlled or supervised by and acting as an agency or
   instrumentality of the United States of America or such 


        
                                                                        15

   government
   which issued the foreign currency in which the Debt Securities of
   such series are payable, the payment of which is unconditionally
   guaranteed as a full faith and credit obligation by the United States of
   America or such other government, which, in either case, are not
   callable or redeemable at the option of the issuer thereof, and shall
   also include a depository receipt issued by a bank or trust company
   as custodian with respect to any such Government Obligations or a
   specific payment of interest on or principal of any such Government
   Obligations held by such custodian for the account of the holder of a
   depository receipt, provided that (except as required by law) such
   custodian is not authorized to make any deduction from the amount
   payable to the holder of such depository receipt from any amount
   received by the custodian in respect of the Government Obligation or
   the specific payment of interest on or principal of the Government
   Obligation evidenced by such depository receipt (Section 101).
   
     Unless otherwise provided in the applicable Prospectus
   Supplement, if after the Operating Partnership has deposited funds or
   Government Obligations to effect defeasance or covenant defeasance
   with respect to Debt Securities of any series, (a) the Holder of a Debt
   Security of such series is entitled to, and does, elect pursuant to the
   Indenture or the terms of such Debt Security to receive payment in a
   currency, currency unit or composite currency other than that in
   which such deposit has been made in respect of such Debt Security,
   or (b) a Conversion Event (as defined below) occurs in respect of the
   currency, currency unit or composite currency in which such deposit
   has been made, the indebtedness represented by such Debt Security
   shall be deemed to have been, and will be, fully discharged and
   satisfied through the payment of the principal of (and premium, if
   any) and interest on such Debt Security as they become due out of
   the proceeds yielded by converting the amount so deposited in
   respect of such Debt Security into a currency, currency unit or
   composite currency in which such Debt Security becomes payable as
   a result of such election or such Conversion Event based on the
   applicable market exchange rate (Section 1405).  "Conversion Event"
   means the cessation of use of (i) a currency, currency unit or
   composite currency both by the government of the country which
   issued such currency and for the settlement of transactions by a
   central bank or other public institutions of or within the international
   banking community, (ii) the ECU both within the European
   Monetary System and for the settlement of transactions by public
   institutions of or within the European Community or (iii) any
   currency unit (or composite currency) other than the ECU for the
   purposes for which it was established (Section 101).  Unless
   otherwise provided in the applicable Prospectus Supplement, all
   payments of principal of (and premium, if any) and interest on any
   Debt Security that is payable in a foreign currency that ceases to be
   used by its government of issuance shall be made in U.S. dollars.
   
     In the event the Operating Partnership effects covenant
   defeasance with respect to any Debt Securities and such Debt
   Securities are declared due and payable because of the occurrence of
   any Event of Default other than the Event of Default described in
   clause (d) under " Events of Default, Notice and Waiver" with
   respect to Sections 1004 to 1010, inclusive, of the Indenture (which
   sections would no longer be applicable to such Debt Securities) or
   described in clause (g) under " Events of Default, Notice and
   Waiver" with respect to any other covenant as to which there has
   been covenant defeasance, the amount in such currency, currency
   unit or composite currency in which such Debt Securities are
   payable, and Government Obligations on deposit with the Trustee,
   will be sufficient to pay amounts due on such Debt Securities at the
   time of their Stated Maturity but may not be sufficient to pay
   amounts due on such Debt Securities at the time of the acceleration
   resulting from such Event of Default.  However, the Operating
   Partnership would remain liable to make payment of such amounts
   due at the time of acceleration.
   
     The applicable Prospectus Supplement may further describe
   the provisions, if any, permitting such defeasance or covenant
   defeasance, including any modifications to the provisions described
   above with respect to the Debt Securities of or within a particular
   series.
   
   No Conversion Rights
   
     The Debt Securities will not be convertible into or
   exchangeable for any capital stock of the Company or equity interest
   in the Operating Partnership.
   

        
                                                                        16

   Global Securities
   
     The Debt Securities of a series may be issued in whole or in
   part in the form of one or more global securities (the "Global
   Securities") that will be deposited with, or on behalf of, a depositary
   (the "Depositary") identified in the applicable Prospectus Supplement
   relating to such series.  Global Securities may be issued in either
   registered or bearer form and in either temporary or permanent form. 
   The specific terms of the depositary arrangement with respect to a
   series of Debt Securities will be described in the applicable
   Prospectus Supplement relating to such series.
   
   
                PLAN OF DISTRIBUTION
   
     The Operating Partnership may sell the Debt Securities to or
   through underwriters, and also may sell the Debt Securities directly
   to one or more other purchasers or through agents. The distribution
   of the Debt Securities may be effected from time to time in one or
   more transactions at a fixed price or prices, which may be changed,
   or at market prices prevailing at the time of sale, at prices related to
   such prevailing market prices or at negotiated prices.
   
     The Prospectus Supplement will set forth terms of the offering
   of the Debt Securities, including (i) the name of any underwriters or
   agents with whom the Company has entered into arrangements with
   respect to the sale or issuance of Debt Securities, (ii) the initial public
   offering or purchase price of the Debt Securities, (iii) any
   underwriting discounts, commissions and other items constituting
   underwriter's compensation from the Operating Partnership and any
   other discounts, concessions or commissions allowed or reallowed or
   paid by any underwriters to other dealers, (iv) any commissions paid
   to any agents and (v) the net proceeds to the Operating Partnership.
   In connection with the sale of Debt Securities, underwriters may
   receive compensation from the Operating Partnership or from
   purchasers of Debt Securities, for whom they may act as agents, in
   the form of discounts, concessions or commissions. Underwriters
   may sell Debt Securities to or through dealers, and such dealers may
   receive compensation in the form of discounts, concessions or
   commissions from the underwriters or commissions from the
   purchasers for whom they may act as agents. Underwriters, dealers
   and agents that participate in the distribution of Debt Securities may
   be deemed to be underwriters, and any discounts or commissions
   they receive from the Operating Partnership, and any profit on the
   resale of Debt Securities they realize, may be deemed to be
   underwriting discounts and commissions under the Securities Act.
   
     Under agreements the Operating Partnership may enter into,
   underwriters, dealers and agents who participate in the distribution of
   Debt Securities may be entitled to indemnification by the Operating
   Partnership against certain liabilities, including liabilities under the
   Securities Act.
   
     Underwriters, dealers and agents may engage in transactions
   with, or perform services for, or be customers of, the Operating
   Partnership in the ordinary course of business.
   
     Unless otherwise set forth in the Prospectus Supplement
   relating to the issuance of Debt Securities, the obligations of the
   underwriters to purchase such Debt Securities will be subject to
   certain conditions precedent and each of the underwriters with
   respect to such Debt Securities will be obligated to purchase all of the
   Debt Securities allocated to it if any such Debt Securities are
   purchased. Any initial public offering price and any discounts or
   concessions allowed or reallowed or paid to dealers may be changed
   from time to time.
   
     If so indicated in the applicable Prospectus Supplement, the
   Operating Partnership will authorize underwriters or other persons
   acting as the Operating Partnership's agents to solicit offers by
   certain institutions to purchase Debt Securities from the Operating
   Partnership pursuant to contracts providing for payment and delivery
   on a future date. Institutions with which such contracts may be made
   include commercial and savings banks, insurance companies,
   pensions funds, investment companies, educational and charitable
   institutions and others, but in all cases such institutions must be
   approved by the Operating Partnership. The obligations of any
   purchaser under any such contract will be subject only to the
   condition that the purchase of 


        
                                                                        17

   the Debt Securities shall not at any
   time of delivery be prohibited under the laws of the jurisdiction to
   which such purchaser is subject. The underwriters and such other
   agents will not have any responsibility in respect of the validity or
   performance of such contracts.
   
   
                    LEGAL MATTERS
   
     The validity of each issue of the Debt Securities will be passed
   upon for the Operating Partnership by  Paul, Weiss, Rifkind,
   Wharton & Garrison, New York, New York.  Paul, Weiss, Rifkind,
   Wharton & Garrison will also pass upon certain tax matters.  Rogers
   & Wells, New York, New York, will act as counsel to any
   underwriters, dealers or agents.
   
   
                       EXPERTS
   
     The audited financial statements and schedule of SPG and
   SPG, LP incorporated by reference in the Registration Statement of
   which this Prospectus is a part, to the extent and for the periods
   indicated in their reports, have been audited by Arthur Andersen
   LLP, independent public accountants, and are incorporated by
   reference herein in reliance upon the authority of said firm as experts
   in giving said reports.
   
     The audited financial statements and schedules of DRC and the
   Operating Partnership (formerly DeBartolo Realty Partnership, L.P.)
   incorporated by reference in the Registration
   Statement of which this Prospectus is a part, to the extent and for the
   periods indicated in their reports, have been audited by Ernst &
   Young LLP, independent public accountants, and are incorporated by
   reference herein in reliance upon the authority of said firm as experts
   in giving said report.                          



        
                                                                        
                               PART II
 
             INFORMATION NOT REQUIRED IN PROSPECTUS
 
 
 Item 14. Other Expenses of Issuance and Distribution.
 
     The expenses (not including underwriting commissions and fees) of
 issuance and distribution of the securities are estimated to be:
 
     Securities and Exchange Commission 
      Registration Fee . . . . . . . . . . . . . . . . . . . .  $258,620
 
 
     Printing and Engraver's Expenses. . . . . . . . . . . . .  $    (1)*
 
 
     Fees of Rating Agencies . . . . . . . . . . . . . . . . .  $    (1)*
 
 
     Accounting Fees and Expenses. . . . . . . . . . . . . . .  $    (1)*
 
 
     Attorneys' Fees and Expenses. . . . . . . . . . . . . . .  $    (1)*
 
 
     Blue Sky Fees and Expenses. . . . . . . . . . . . . . . .  $60,000(1)
 
 
     Miscellaneous Expenses. . . . . . . . . . . . . . . . . .  $     (1)*
                                                                ==========
 
          Total. . . . . . . . . . . . . . . . . . . . . . . .  $     (1)*

   ___________________  
        (1) Estimated
         *  To be filed by amendment   
 
       Item 15. Indemnification of Directors and Officers.
   
     The Partnership Agreement of the Operating Partnership
   contains provisions indemnifying the Company's officers and
   directors against certain liabilities. The Partnership Agreements
   provide for indemnification of the Company and its officers and
   directors to the same extent indemnification is provided to officers
   and directors of the Company in its Charter, and limits the liability of
   the Company and its officers and directors to the Operating
   Partnership and its partners to the same extent liability of officers and
   directors of the Company to the Company and its stockholders is
   limited under the Company's Charter. In addition, the Company's
   officers and directors are indemnified under Maryland law and the
   Company's Charter. The Company's Charter requires the Company
   to indemnify its directors and officers to the fullest extent permitted
   from time to time by the laws of Maryland. The Company's By-Laws
   contain provisions which implement the indemnification provisions of
   the Company's Charter.
   
     The Maryland General Corporation Law (the "MGCL")
   permits a corporation to indemnify its directors and officers, among
   others, against judgments, penalties, fines, settlements and reasonable
   expenses actually incurred by them in connection with any proceeding
   to which they may be made a party by reason of their service in those
   or other capacities unless it is established that the act or omission of
   the director or officer was material to the matter giving rise to the
   proceeding and was committed in bad faith or was the result of active
   and deliberate dishonesty, or the director or officer actually received
   an improper personal benefit in money, property or services, or in the
   case of any criminal proceeding, the director or officer had reasonable
   cause to believe that the act or omission was unlawful. No amendment
   of the Company's Charter shall limit or eliminate the right to
   indemnification provided with respect to acts or omissions occurring
   prior to such amendment or repeal. Maryland law permits the
   Company to provide indemnification to an officer to 

                                II-1


        

   the same extent
   as a director, although additional indemnification may be provided if
   such officer is not also a director.
   
     The MGCL permits the charter of a Maryland corporation to
   include a provision limiting the liability of its directors and officers to
   the corporation and its stockholders for money damages, subject to
   specified restrictions. The MGCL does not, however, permit the
   liability of directors and officers to the corporation or its stockholders
   to be limited to the extent that (1) it is proved that the person actually
   received an improper benefit or profit in money, property or services
   (to the extent such benefit or profit was received) or (2) a judgment or
   other final adjudication adverse to such person is entered in a
   proceeding based on a finding that the person's action, or failure to
   act, was the result of active and deliberate dishonesty and was
   material to the cause of action adjudicated in the proceeding. The
   Company's Charter contains a provision consistent with the MGCL.
   No amendment of the Company's Charter shall limit or eliminate the
   limitation of liability with respect to acts or omissions occurring prior
   to such amendment or repeal.
   
     The Company has entered into indemnification agreements
   with each of the Company's directors and officers. The
   indemnification agreements require, among other things, that the
   Company indemnify its directors and officers to the fullest extent
   permitted by law, and advance to the directors and officers all related
   expenses, subject to reimbursement if it is subsequently determined
   that indemnification is not permitted. The Company also must
   indemnify and advance all expenses incurred by directors and officers
   seeking to enforce their rights under the indemnification agreements,
   and cover each director and officer if the Company obtains directors'
   and officers' liability insurance. 
   
   Item 16. Exhibits.
            
                               EXHIBIT INDEX

                                                              Sequentially   
                                                                Numbered
   Exhibit No.                   Description                      Page
                                         
                                         
   
   
   1.1*     Form of Underwriting Agreement
   4.1*     Form of Indenture
   5.1*     Opinion of  Paul, Weiss, Rifkind, Wharton &
               Garrison
   12.1     Calculation of Ratio of Earnings to Fixed Charges
   23.1     Consent of Arthur Andersen LLP
   23.2     Consent of Ernst & Young LLP
   23.3     Consent of Paul, Weiss, Rifkind, Wharton &
               Garrison (contained in Exhibit 5.1)
   23.4     Consent of Willkie Farr & Gallagher
   24.1     Power of Attorney (included in the signature page
               to the Registration Statement)
   25.1*    Statement of Eligibility of Trustee on Form T-1
   ___________________
     *    To be filed by amendment.
   
   
   
   Item 17. Undertakings.
   
     (a)  The undersigned registrant hereby undertakes:
   
          (1)  To file, during any period in which offers or sales
   are being made, a post-effective amendment to this registration
   statement:
  
                                II-2



 
               (i)  To include any prospectus required by
   Section 10(a)(3) of the Securities Act of 1933;
   
               (ii)  To reflect in the prospectus any facts or
   events arising after the effective date of the registration statement (or
   the most recent post-effective amendment thereof) which, individually
   or in the aggregate, represent a fundamental change in the information
   set forth in the registration statement.  Notwithstanding the foregoing,
   any increase or decrease in volume of securities offered (if the total
   dollar value of securities offered would not exceed that which was
   registered) and any deviation from the low or high end of the
   estimated maximum offering range may be reflected in the form of
   prospectus filed with the Commission pursuant to Rule 424(b) if, in
   the aggregate, the changes in volume and price represent no more
   than a 20% change in the maximum aggregate offering price set forth
   in the "Calculation of Registration Fee" table in the registration
   statement;
   
               (iii)  To include any material information with
   respect to the plan of distribution not previously disclosed in the
   registration statement or any material change to such information in
   the registration statement.
   
     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
   not apply if the registration statement is on Form S 3 or Form S 8
   and the information required to be included in a post-effective
   amendment by those paragraphs is contained in periodic reports filed
   with or furnished to the Commission by the registrant pursuant to
   section 13 or section 15(d) of the Securities Exchange Act of 1934
   that are incorporated by reference in the registration statement. 
   
          (2)  That, for the purpose of determining any liability
   under the Securities Act of 1933, each such post-effective amendment
   shall be deemed to be a new registration statement relating to the
   securities offered therein, and the offering of such securities at that
   time shall be deemed to be the initial bona fide offering thereof.
   
          (3)  To remove from registration by means of a post-effective 
   amendment any of the securities being registered which remain unsold at 
   the termination of the Offering.
   
     (b)  The undersigned registrant hereby undertakes that, for
   purposes of determining any liability under the Securities Act of
   1933, each filing of the registrant's annual report pursuant to Section
   13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
   where applicable, each filing of an employee benefit plan's annual
   report pursuant to Section 15(d) of the Securities Exchange Act of
   1934) that is incorporated by reference in the registration statement
   shall be deemed to be a new registration statement relating to the
   securities offered therein, and the offering of such securities at the
   time shall be deemed to be the initial bona fide offering thereof.
   
     (c)  Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the registrant pursuant to the foregoing
   provisions, or otherwise, the registrant has been advised that in the
   opinion of the Securities and Exchange Commission such
   indemnification is against public policy as expressed in the Securities
   Act of 1933 and is, therefore, unenforceable.  In the event that a
   claim for indemnification against such liabilities (other than the
   payment by the registrant of expenses incurred or paid by a director,
   officer or controlling person of the registrant in the successful defense
   of any action, suit or proceeding) is asserted by such director, officer
   or controlling person in connection with the securities being
   registered, the registrant will, unless in the opinion of its counsel the
   matter has been settled by controlling precedent, submit to a court of
   appropriate jurisdiction the question whether such indemnification by
   it is against public policy as expressed in the Securities Act of 1933
   and will be governed by the final adjudication of such issue.
   
                                II-3



     (d)  The undersigned registrant hereby undertakes that:
   
          (1)  For purposes of determining any liability under
   the Securities Act of 1933, the information omitted from the form of
   prospectus filed as part of this registration statement in reliance upon
   Rule 430A and contained in a form of prospectus filed by the
   registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
   Securities Act shall be deemed to be part of this registration statement
   as of the time it was declared effective.
   
          (2)  For the purpose of determining any liability under
   the Securities Act of 1933, each post-effective amendment that
   contains a form of prospectus shall be deemed to be a new registration
   statement relating to the securities offered therein, and the offering of
   such securities at that time shall be deemed to be the initial bona fide
   offering thereof.
   
     (e)  The undersigned registrant hereby undertakes to file an
   application for the purpose of determining the eligibility of the
   Trustee to act under subsection (a) of Section 310 of the Trust
   Indenture Act in accordance with the rules and regulations prescribed
   by the Commission under Section 305(b)(2) of the Act.
   
                                II-4




                         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 registration statement to be signed on its
   behalf by the undersigned, thereunto duly authorized, in the City
   of Indianapolis, State of Indiana, on September 4, 1996.
   
                         SIMON-DeBARTOLO GROUP, L.P.
   
                         By:  SD PROPERTY GROUP, INC.
   
   
   
                         By: /s/ David Simon
                         David Simon
                              (Chief Executive Officer)
   
   
   
                      Power of Attorney
   
   
     KNOW ALL MEN BY THESE PRESENTS, that each
   person whose signature appears below constitutes and appoints
   David Simon, Melvin Simon and Herbert Simon, 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, together with all
   schedules and exhibits thereto, (ii) act on, sign and file such
   certificates, instruments, agreements and other documents as may
   be necessary or appropriate in connection therewith, (iii) act on
   and file any supplement to any prospectus included in this
   registration statement or any such amendment or any subsequent
   registration statement filed pursuant to Rule 462(b) under the
   Securities Act of 1933, as amended, and (iv) take any and all
   actions which may be necessary or appropriate in connection
   therewith,  granting unto said attorneys-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 attorneys-in-fact and agents, or any of them, or their
   substitutes, may lawfully do or cause to be done by virtue hereof.

                                II-6




     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     September 4, 1996
   MELVIN SIMON            Directors
                           
   /s/ Herbert Simon    Co-Chairman of the Board of     September 4, 1996
   HERBERT SIMON           Directors
                           
   /s/ David Simon      President, Chief Executive      September 4, 1996
   DAVID SIMON             Officer and Director (Principal
                           Executive Officer, Financial
                           Officer and 
                           Accounting Officer)
                           
/s/ Richard S. Sokolov  President, Chief Operating      September 4, 1996
   RICHARD S. SOKOLOV      Officer and Director
                            
   /s/ Birch Bayh               Director                September 4, 1996
   BIRCH BAYH                     
                                                            
   /s/ Edward J. DeBartolo, Jr. Director                September 4, 1996
   EDWARD J. DeBARTOLO, JR.

   /s/ William T. Dillard, II    Director               September 4, 1996   
   WILLIAM T. DILLARD, II
                                                            
   /s/ G. William Miller         Director               September 4, 1996   
   G. WILLIAM MILLER
   
   /s/ Fredrick W. Petri         Director               September 4, 1996   
   FREDRICK W. PETRI
   
   /s/ Terry S. Prindiville      Director               September 4, 1996   
   TERRY S. PRINDIVILLE
   
   /s/ J. Albert Smith, Jr.      Director               September 4, 1996
   J. ALBERT SMITH, JR.
   
   /s/ Phillip J. Ward           Director               September 4, 1996   
   PHILIP J. WARD
   
   /s/ M. Denise DeBartolo York  Director               September 4, 1996   
   M. DENISE DeBARTOLO YORK



                                II-8



                                                               Exhibit 12.1

      Computation of Ratio of Earnings to Fixed Charges
                  (in thousands of dollars)
   
SIMON-DEBARTOLO GROUP, L.P. SIMON PROPERTY GROUP, L.P. ________________________ ____________________________________________________________________ Pro Forma for For the For the Pro Forma for the Year For the Six For the Six Year Year the Six Month Ended Month Period Month Period Ended Ended For the period Period Ended December Ended Ended December December December 20 to June 30, 1996 31, 1995 June 30, 1996 June 30, 1995 31, 1995 31, 1994 December 31, 1993 Earnings: Income (loss) before extraordinary items...... $80,478 $173,285 $47,800 $45,735 $10,1505 $60,308 $ 8,707 Add: Minority interest in income of majority owned subsidiaries.... 1,384 4,005 1,175 1,335 2,681 3,759 58 Distributed income from unconsolidated entities joint ventures................ 8,992 25,593 2,662 3,089 6,214 5,795 - Fixed charges.................... 138,869 257,466 83,500 78,216 154,159 154,580 3,690 Less: Income from unconsolidated entities joint ventures........ (10,372) (14,005) (3,132) (2,409) (5,140) (1,034) (43) Interest capitalized............. (4,246) (3,129) (3,176) (1,343) (1,515) (1,586) - Earnings........................... $215,105 $443,215 $128,829 $124,623 $257,904 $221,822 $12,412 ========= ======= ======= ======= ====== ======= ====== Fixed Charges: Portion of rents representative of the interest factor........... 1,661 3,224 1,190 1,216 2,420 2,087 37 Interest on indebtedness (including amortization of debt expense)...... 132,962 251,113 79,134 75,657 150,224 150,907 3,653 Interest capitalized................ 4,246 3,129 3,176 1,343 1,515 1,586 - ________ _______ _______ ______ _______ _______ Fixed Charges......................... 138,869 257,466 83,500 78,216 154,159 154,580 3,690 ========= ======= ======= ======= ====== ======= ====== Ratio of Earnings to Fixed Charges and Preferred Stock Dividends...................... 1.55 1.72 1.54 1.59 1.67 1.43 3.36 ========= ======= ======= ======= ====== ======= ====== Coverage Deficit
SIMON PROPERTY GROUP (The Predecessor) ________________________________________ For the period For the Year For the Year January 1 to Ended Ended December 19, December 31, December 31, 1993 1992 1991 [S] [C] [C] [C] Earnings: Income (loss) before extraordinary items...... 6,912 (11,692) (15,865) Add: Minority interest in income of majority owned subsidiaries.... 3,558 177 (684) Distributed income from unconsolidated entities joint ventures................ 6,076 - - Fixed charges.................... 161,856 183,961 163,504 Less: Income from unconsolidated entities joint ventures........ 1,091 - - Interest capitalized............. (86) (1,306) (2,170) Earnings........................... $179,407 $171,140 $144,785 ========= ======= ======= Fixed Charges: Portion of rents representative of the interest factor........... 1,491 1,693 1,536 Interest on indebtedness (including amortization of debt expense)...... 160,279 180,962 159,798 Interest capitalized................ 86 1,306 2,170 ________ _______ _______ Fixed Charges......................... 161,856 183,961 163,504 ========= ======= ======= Ration of Earnings to Fixed Charges and Preferred Stock Dividends...................... 1.11 ========= Coverage Deficit $(12,821) $(18,719) ========= =========
                                                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 14, 1996 included in Simon Property Group, Inc.'s Form 10-K for 
   the year ended December 31, 1995, as amended on April 29, 1996, and our 
   reports dated February 14, 1996 included in Simon Property Group, L.P.'s
   Form 10-K for the year ended December 31, 1995 and to all references to
   our Firm included in this registration statement.
   
   
   
   
                              /s/ ARTHUR ANDERSEN LLP   
   
                              ARTHUR ANDERSEN LLP
   
   
   Indianapolis, Indiana
   August 29, 1996
   

                                                EXHIBIT 23.2
   
   
   
               CONSENT OF INDEPENDENT AUDITORS
   
   
   We consent to the reference to our firm under the caption 'Experts' in the
   Registration Statement (Form S-3) of Simon DeBartolo Group, L.P. and
   to the incorporation by reference therein of our reports dated
   February 14, 1996, except for Note 16, first paragraph, as to which the
   date is March 1, 1996, with respect to the consolidated financial
   statements and schedules of DeBartolo Realty Corporation included in its
   Annual Report (Form 10-K) for the year ended December 31, 1995 which
   is incorporated by reference in the Prospectus/Joint Proxy Statement dated
   June 28, 1996 forming a part of the Simon DeBartolo Group, Inc.'s
   Registration Statement on Form S-4 (No. 333-06933) and the consolidated
   financial statements of DeBartolo Realty Partnership, L.P. included in the
   Current Report on Form 8-K of Simon Property Group, L.P. dated
   August 9, 1996 as amended on Form 8-K/A on August 28, 1996, filed
   with the Securities and Exchange Commission.
   
                                       /s/ ERNST & YOUNG LLP
   New York, New York
   August 30, 1996
   


                                                   EXHIBIT 23.4
   [LETTERHEAD OF WILLKIE FARR & GALLAGHER]
   
   
   
   
                         September 5, 1996
   
   
   
   
   Simon DeBartolo Group, L.P.
   National City Center
   115 West Washington Street
   Indianapolis, Indiana  46204
   
   Ladies and Gentlemen:
   
     We consent to the incorporation by reference into the Registration
   Statement on Form S-3 of Simon-DeBartolo Group, L.P. (the
   "Partnership") relating to the offer from time to time by the Partnership,
   in one or more series, of unsecured non-convertible investment grade
   debt securities, with an aggregate offering price of up to $750,000,000
   of (i) the summarization of our opinions set forth in the Registration
   Statement on Form S-4 (the Form "S-4") (Registration No. 333-06933)
   of Simon DeBartolo Group, Inc. under the heading "The Merger -
   Federal Income Tax Consequences to Holders of DRC Common Stock"
   and "The Merger - Opinion of SPG's Counsel" in the Form S-4 and
   (ii) of our opinion included as an Exhibit to the Form S-4.  In giving this
   consent we do not admit that we come within the category of persons
   whose consent is required under Section 7 of the Securities Act of 1933,
   as amended, or the rules and regulations of the Securities and Exchange
   Commission thereunder.
   
   
   
                              /s/ Willkie Farr & Gallagher