Washington, D.C.  20549
                                  FORM 10-K/A
                               (Amendment No. 1)

     ACT OF 1934

       For the fiscal year ended December 31, 1996
                       Commission file number 333-11491

                          SIMON DeBARTOLO GROUP, L.P.
            (Exact name of registrant as specified in its charter)
              Delaware                            34-1755769
    (State or other jurisdiction               (I.R.S. Employer
 of incorporation or organization)           Identification No.)
     115 West Washington Street                        
       Indianapolis, Indiana                        46204
  (Address of principal executive                 (Zip Code)
      Registrant's telephone number, including area code:  (317) 636-1600
       Securities registered pursuant to Section 12 (b) of the Act: None
         Securities registered pursuant to Section 12 (g) of the Act:

  Title of each class

6 7/8% Notes due November 15, 2006
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    YES  [X] NO    [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.     [X]

                      Documents Incorporated By Reference
Portions of the Simon DeBartolo Group, Inc.'s Proxy Statement in connection
with its Annual Meeting of Shareholders, scheduled to be held May 14, 1997, are
incorporated by reference in Part III.

     Simon DeBartolo Group, L.P. hereby amends its Annual Report on Form 10-K
for the year ended December 31, 1996, filed with the Commission on March 31,
1997.  This amendment includes the financial data schedule as Exhibit 27, as
required by Item 601(c) of Regulation S-K.


     Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                SIMON DeBARTOLO GROUP, L.P.
                                By: Simon DeBartolo Group, Inc.,
                                   General Partner

                                By /s/ James M. Barkley
                                   James M. Barkley
                                   Secretary/General Counsel

May 6, 1997


5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SIMON DEBARTOLO GROUP, LP'S CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 YEAR DEC-31-1996 DEC-31-1996 64,309 0 172,811 6,692 0 0 5,301,021 279,072 5,895,910 0 3,681,984 0 0 0 1,945,174 5,895,910 0 747,704 0 416,192 0 0 202,182 134,663 134,663 134,663 0 (3,521) 0 131,142 0.99 0.99 The Registrant does not use a classified balance sheet. The Registrant is a partnership. The amount is partners' equity. Because the Registrant is a partnership, this amount is earnings per unit of partnership interest.