As filed with the Securities and
Exchange Commission on July 8, 1999 Registration No. 333-___ and No. 333-___
________________________________________________________________________________

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                          ______________________

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                          _______________________


       SIMON PROPERTY GROUP, INC.    SPG REALTY CONSULTANTS, INC.
      (Exact name of registrant as   (Exact name of registrant as
        specified in its charter)      specified in its charter)

                DELAWARE                       DELAWARE
      (State or other jurisdiction   (State or other jurisdiction
    of incorporation or organization) of incorporation or organization)

                046268599                     13-2838638
  (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)

                           NATIONAL CITY CENTER
                   115 W. WASHINGTON ST., SUITE 15 EAST
                        INDIANAPOLIS, INDIANA 46204
                              (317) 636-1600
                 (Address of Principal Executive Offices)


                         SIMON PROPERTY GROUP AND
                  ADOPTING ENTITIES MATCHING SAVINGS PLAN
                         (Full title of the plan)

                             JAMES M. BARKLEY
                           SIMON PROPERTY GROUP
                           NATIONAL CITY CENTER
                         115 W. WASHINGTON STREET
                               SUITE 15 EAST
                       INDIANAPOLIS, INDIANA  46204
                  (Name and address of agent for service)

                              (317) 636-1600
       (Telephone number, including area code, of agent for service)

                                 COPY TO:
                             DAVID C. WORRELL
                              BAKER & DANIELS
                   300 NORTH MERIDIAN STREET, SUITE 2700
                        INDIANAPOLIS, INDIANA 46204
                              (317) 237-0300


                      CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SECURITIES              AMOUNT TO         PROPOSED MAXIMUM       PROPOSED MAXIMUM              AMOUNT OF
 TO BE REGISTERED             BE REGISTERED (1)    OFFERING PRICE     AGGREGATE OFFERING PRICE (2)    REGISTRATION FEE
                                PER SHARE (2)
 <S>                              <C>                  <C>                 <C>                              <C>
Paired Shares of Common           500,000              $27 3/16            $13,593,750                      $3,780
Stock, par value $.0001
per share (3)
</TABLE>


(1)In  addition,  pursuant  to Rule 416(c) under the Securities Act of 1933
   (the  "Securities Act"), this  Registration  Statement  also  covers  an
   indeterminate  amount of interests to be offered or sold pursuant to the
   employee benefit  plan  described  herein.   Pursuant  to Rule 457(h)(2)
   under the Securities Act, no separate fee is required to  register  such
   interests.

(2)Estimated  solely  for  purposes of calculating the registration fee and
   computed in accordance with Rule 457(c) and (h) under the Securities Act
   using the average of the  high  and  low  prices  of the Common Stock as
   reported by the New York Stock Exchange on July 2, 1999.

(3)Each share of Common Stock of Simon Property Group,  Inc. is paired with
   a  beneficial  interest  in 1/100th of a share of Common  Stock  of  SPG
   Realty Consultants, Inc.
<PAGE>
                                  PART I

           INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL      INFORMATION*

     *Information required by  Part  I  of  Form S-8 to be contained in the
Section  10(a) Prospectus is omitted from this  Registration  Statement  in
accordance with Rule 428 under the Securities Act and the Note to Part I of
Form S-8.


                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents heretofore filed by Simon Property Group, Inc.
("SPG") and  SPG Realty Consultants, Inc.  (with SPG, the "Registrants") or
the Simon Property  Group  and Adopting Entities Matching Savings Plan (the
"Plan") with the Securities  and  Exchange  Commission  are incorporated by
reference in this Registration Statement:

     (1)  The Registrants' Annual Report on Form 10-K for  the  fiscal year
          ended December 31, 1998;

     (2)  The Registrants' Form 10-Q/A for the quarter ended September  30,
          1998;

     (3)  The Registrants' Form 10-Q for the quarter ended March 31, 1999;

     (4)  The Registrants' Current Report on Form 8-K dated March 4, 1999;

     (5)  The Registrants' Current Report on Form 8-K dated May 20, 1999;

     (6)  The  Registrants'  Definitive  Proxy Statement on Schedule 14A in
          connection with its 1999 Annual Meeting of Stockholders;

     (7)  The description of the Registrants' Paired Shares of Common Stock
          contained in the Registrants' Registration  Statement  on Form 8-
          A/A   filed  with  the  Securities  and  Exchange  Commission  on
          September  24  1998,  including any amendment or report filed for
          the purpose of updating such description; and

     (8)  The Plan's Annual Report on Form 11-K for the year ended December
          31, 1997.

     In addition, all documents subsequently  filed  by  the Registrants or
the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of  the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to  the filing
of  a post-effective amendment which indicates that all securities  offered
hereby  have  been  sold or which deregisters all securities offered hereby
then remaining unsold,  shall  be deemed to be incorporated by reference in
this Registration Statement and  to  be a part hereof from their respective
dates of filing.

     The Registrants will promptly provide without charge to each person to
whom a prospectus is delivered a copy  of  any  or all information that has
been  incorporated  herein  by  reference (not including  exhibits  to  the
information that is incorporated  by  reference  unless  such  exhibits are
specifically  incorporated  by  reference  into such information) upon  the
written or oral request of such person directed  to James M. Barkley, Simon
Property Group, National City Center, 115 West Washington  Street, Suite 15
East, Indianapolis, Indiana  46204, (317) 636-1600.


ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.


ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The Registrants' officers and directors are indemnified under Delaware
law,  the  Registrants'  Charters  and the Partnership Agreement  of  Simon
Property  Group,  L.P.  (the  "Operating   Partnership")   against  certain
liabilities.  The  Delaware  General  Corporation  Law  ("DGCL")  generally
permits  a  corporation  to  indemnify  its  directors  and officers, among
others, against expenses, judgments, fines and amounts paid  in  settlement
actually  or  reasonably  incurred by them in the defense or settlement  of
third-party actions or action  by  or  in right of the corporation, and for
judgments  in third party actions provided  there  is  a  determination  by
directors who  were  not  parties  to  the  action,  or if directed by such
directors, by independent legal counsel or by a majority  vote  of a quorum
of the stockholders, that the person seeking indemnification acted  in good
faith and in a manner reasonably believed to be in, or not opposed to,  the
interests of the corporation, and in a criminal proceeding, that the person
had  no reason to believe his or her conduct to be unlawful.  Without court
approval,  however, no indemnification may be made in respect of any action
by or in right  of the corporation in which such person is adjudged liable.
The DGCL states that  the  indemnification provided by statute shall not be
deemed  exclusive  of any rights  under  any  by-law,  agreement,  vote  of
stockholders or disinterested  directors  or  otherwise.   In addition, the
liability of officers may not be eliminated or limited under Delaware law.

     The Registrants' Charters contain a provision limiting  the  liability
of directors and officers to the Registrants and their stockholders  to the
fullest extent permitted under and in accordance with the laws of the State
of Delaware.  Each of the Registrants' Charters provides that the directors
will not be personally liable to the corporation or to its stockholders for
monetary  damages  for  breach  of  fiduciary duty as a director; provided,
however, that such provision will not eliminate or limit the liability of a
director  for  (i) any breach of the director's  duty  of  loyalty  to  the
corporation and its stockholders; (ii) acts or omissions not in good faith;
(iii) any transaction  from which the director derived an improper personal
benefit; or (iv) any matter  in  respect  of  which  such director would be
liable under Section 174 of the DGCL.  The personal liability of a director
for  violation of the federal securities laws is not limited  or  otherwise
affected.   In  addition,  these  provisions  do  not affect the ability of
stockholders to obtain injunctive or other equitable relief from the courts
with respect to a transaction involving gross negligence  on  the part of a
director.   No  amendment  of  the  Registrants'  Charters  shall limit  or
eliminate  the right to indemnification provided with respect  to  acts  or
omissions occurring prior to such amendment or repeal. The Registrants' By-
Laws contain  provisions  which implement the indemnification provisions of
the Registrants' Charters.

     The Partnership Agreement  of  the  Operating Partnership provides for
indemnification of the officers and directors  of  each  general partner of
the Operating Partnership to the same extent indemnification is provided to
officers and directors of the Registrants in their Charters, and limits the
liability of such general partners and their officers and  directors to the
Operating  Partnership and their partners to the same extent  liability  of
officers and  directors  of  the  Registrants  to the Registrants and their
stockholders is limited under the Registrants' Charters.

     SPG has entered into indemnification agreements  with  each  of  SPG's
directors and officers. The indemnification agreements require, among other
things, that SPG 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. SPG 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 SPG obtains directors' and officers' liability insurance.

     In addition, the Registrants have a directors' and officers' liability
and  company reimbursement policy that insures against certain liabilities,
including  liabilities  under  the  Securities  Act,  subject to applicable
retentions.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.


ITEM 8.  EXHIBITS.

     The list of Exhibits is incorporated herein by reference  to the Index
     to Exhibits.

     The  Registrants  hereby  undertake  that  they  will  submit  or have
submitted  the  Plan  and  any  amendment  thereto  to the Internal Revenue
Service ("IRS") in a timely manner and has made or will  make  all  changes
required  by the IRS in order to qualify the Plan under Section 401 of  the
Internal Revenue Code.


ITEM 9.  UNDERTAKINGS.

     The undersigned Registrants hereby undertake:

     (1)  To  file,  during  any  period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:

          (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;

          (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  (1)(i) and (1)(ii) of this
          section do not apply if 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
          Registrants  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.

     The undersigned Registrants  hereby  undertake  that,  for purposes of
determining any liability under the Securities Act of 1933, each  filing of
the  Registrants' 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 that time shall be deemed to be the initial  bona  fide
offering thereof.

     Insofar   as   indemnification   for  liabilities  arising  under  the
Securities  Act  of  1933  may  be permitted  to  directors,  officers  and
controlling  persons  of  the  Registrants   pursuant   to   the  foregoing
provisions,  or  otherwise, the Registrants have been advised that  in  the
opinion of the Securities  and  Exchange Commission such indemnification is
against  public  policy  as  expressed   in  the  Act  and  is,  therefore,
unenforceable.  In the event that a claim  for indemnification against such
liabilities (other than the payment by the Registrants of expenses incurred
or paid by a director, officer or controlling  person of the Registrants 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 Registrants 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 Act and
will be governed by the final adjudication of such issue.
<PAGE>
                                SIGNATURES

     THE  REGISTRANTS.  Pursuant to the requirements of the Securities  Act
of 1933, the  Registrants  certify  that  they  have  reasonable grounds to
believe that they meet all of the requirements for filing  on  Form S-8 and
have  duly caused this Registration Statement to be signed on their  behalf
by the undersigned, thereunto duly authorized, in the City of Indianapolis,
State of Indiana, on July 6, 1999.

                                SIMON PROPERTY GROUP, INC.  and
                                SPG REALTY CONSULTANTS, INC.


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


                             POWER OF ATTORNEY

     Pursuant  to  the  requirements  of  the  Securities Act of 1933, this
Registration Statement has been signed by the following  persons  in  their
respective  capacities and on the respective dates indicated opposite their
names.  Each  person  whose signature appears below hereby authorizes David
Simon, Stephen E. Sterrett,  James R. Giuliano III and John Dahl, or any of
them, each with full power of  substitution,  to execute in the name and on
behalf  of  such  person  any  amendment  to  this Registration  Statement,
including  post-effective  amendments,  and  any  subsequent   registration
statement  filed pursuant to Rule 462(b) under the Securities Act  of  1933
and to file  the  same,  with  exhibits  thereto,  and  other  documents in
connection therewith, making such changes in this Registration Statement as
the  registrant  deems  appropriate,  and appoints David Simon, Stephen  E.
Sterrett, James R. Giuliano III and John  Dahl,  or  any of them, each with
full power of substitution, attorney-in-fact to sign any  amendment to this
Registration  Statement,  including  post-effective  amendments,   and  any
subsequent  registration statement filed pursuant to Rule 462(b) under  the
Securities Act  of  1933  and  to file the same, with exhibits thereto, and
other documents in connection therewith.
<TABLE>
<CAPTION>
       SIGNATURE                    TITLE                       DATE

<S>                                 <C>                         <C>
       /S/ DAVID SIMON              Chief Executive Officer     July 6, 1999
        David Simon                 and Director (Principal
                                    Executive Officer)

      /S/ HERBERT SIMON             Co-Chairman of the
        Herbert Simon               Board of Directors          July 6, 1999

        Melvin Simon                Co-Chairman of the          July _, 1999
                                    Board of Directors

      /S/ HANS C. MAUTNER           Vice Chairman of the        July 6, 1999
        Hans C. Mautner             Board of Directors

        Richard Sokolov             President, Chief Operating  July _, 1999
                                    Officer and Director

      /S/ ROBERT E. ANGELICA        Director                    July 6, 1999
        Robert E. Angelica

      /S/ BIRCH BAYH                Director                    July 6, 1999
        Birch Bayh

       Pieter S. van den Berg       Director                    July _, 1999

      /S/ G. WILLIAM MILLER         Director                    July 6, 1999
       G. William Miller

      /S/ FREDRICK W. PETRI         Director                    July 6, 1999
       Fredrick W. Petri

      /S/ J. ALBERT SMITH           Director                    July 6, 1999
       J. Albert Smith

      /S/ PHILIP J. WARD            Director                    July 6, 1999
       Philip J. Ward

      /S/ M. DENISE DEBARTOLO YORK  Director                    July 6, 1999
       M. Denise DeBartolo York

      /S/ JOHN DAHL                 Senior Vice President       July 6, 1999
       John Dahl                    (Principal Accounting
                                    Officer)
</TABLE>

Principal Financial Officers:
<TABLE>
<CAPTION>

      SIGNATURE                     TITLE                        DATE
<S>                                 <C>                          <C>
      /S/ STEPHEN E. STERRETT       Treasurer                    July 6, 1999
       Stephen E. Sterrett\

      /S/ JAMES R. GIULIANO III     Senior Vice President        July 6, 1999
       James R. Giuliano III
</TABLE>

     THE PLAN.  Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who  administer  the  employee benefit plan)
have 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 July 6, 1999.

                              SIMON PROPERTY GROUP AND ADOPTING
                              ENTITIES MATCHING SAVINGS PLAN


                              SIMON PROPERTY GROUP, L.P.,
                                 as Plan Administrator

                              By: SIMON PROPERTY GROUP, INC.,
                                 Managing General Partner


                              By:        /S/ DAVID SIMON
                                 David Simon, Chief Executive Officer
<PAGE>
                             INDEX TO EXHIBITS
<TABLE>
<CAPTION>
                              DESCRIPTION OF EXHIBIT
Exhibit
   NO.
<S>     <C>
4.1     Restated Certificate of Incorporation of Simon Property Group, Inc.
        (incorporated by reference to Exhibit 3.1 to the Registrant's
        Current Report on Form 8-K filed October 9, 1998).
4.2     Restated By-laws of Simon Property Group, Inc. (incorporated by
        reference to Exhibit 3.2 to the Registrant's Current Report on Form
        8-K filed October 9, 1998).
4.3     Restated Certificate of Incorporation of SPG Realty Consultants,
        Inc.  (incorporated by reference to Exhibit 3.3 to the Registrant's
        Current Report on Form 8-K filed October 9, 1998).
4.4     Restated By-laws of SPG Realty Consultants, Inc. (incorporated by
        reference to Exhibit 3.4 to the Registrant's Current Report on Form
        8-K filed October 9, 1998).
4.5     Issuance Agreement dated as of September 28, 1998, between Simon
        Property Group, Inc. and SPG Realty Consultants, Inc. (incorporated
        by reference to Exhibit 4.5 to the Registrant's Current Report on
        Form 8-K filed October 9, 1998).
4.6     Trust Agreement, dated as of October 30, 1979, among shareholders
        of predecessors in interest to Simon Property Group, Inc. and SPG
        Realty Consultants, Inc., and First Jersey National Bank, as
        Trustee (incorporated by reference to Exhibit 4.7 of the Form S-4
        filed by Corporate Property Investors, Inc. (Reg. No. 333-61399)).
4.7     Fifth Amendment and Complete Restatement of the Simon DeBartolo
        Group and Adopting Entities Matching Savings Plan.
4.8     Seventh Amendment to the Simon DeBartolo Group and Adopting
        Entities Matching Savings Plan.
5       Opinion of Baker & Daniels
23.1    Consent of Arthur Andersen LLP.
23.2    Consent of Ernst & Young LLP.
23.3    Consent of Baker & Daniels (included in their opinion filed as
        Exhibit 5).
24      Powers of Attorney (included on the Signature Page of the
        Registration Statement).
</TABLE>
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As filed with the Securities and
Exchange Commission on July 8, 1999 Registration No. 333-___ and No. 333-___
________________________________________________________________________________

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                          ______________________

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                          _______________________

       SIMON PROPERTY GROUP, INC.    SPG REALTY CONSULTANTS, INC.
      (Exact name of registrant as   (Exact name of registrant as
        specified in its charter)      specified in its charter)

                DELAWARE                       DELAWARE
      (State or other jurisdiction   (State or other jurisdiction
    of incorporation or organization) of incorporation or organization)

                046268599                     13-2838638
  (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)

                           NATIONAL CITY CENTER
                   115 W. WASHINGTON ST., SUITE 15 EAST
                        INDIANAPOLIS, INDIANA 46204
                              (317) 636-1600
                 (Address of Principal Executive Offices)

                         SIMON PROPERTY GROUP AND
                  ADOPTING ENTITIES MATCHING SAVINGS PLAN
                         (Full title of the plan)

                             JAMES M. BARKLEY
                           SIMON PROPERTY GROUP
                           NATIONAL CITY CENTER
                         115 W. WASHINGTON STREET
                               SUITE 15 EAST
                       INDIANAPOLIS, INDIANA  46204
                  (Name and address of agent for service)

                              (317) 636-1600
       (Telephone number, including area code, of agent for service)

                                 COPY TO:
                             DAVID C. WORRELL
                              BAKER & DANIELS
                   300 NORTH MERIDIAN STREET, SUITE 2700
                        INDIANAPOLIS, INDIANA 46204
                              (317) 237-0300

                      CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES              AMOUNT TO         PROPOSED MAXIMUM       PROPOSED MAXIMUM              AMOUNT OF
 TO BE REGISTERED             BE REGISTERED (1)    OFFERING PRICE     AGGREGATE OFFERING PRICE (2)    REGISTRATION FEE
                                PER SHARE (2)
Paired Shares of Common           500,000              $27 3/16            $13,593,750                      $3,780
Stock, par value $.0001
per share (3)
(1)In  addition,  pursuant  to Rule 416(c) under the Securities Act of 1933
   (the  "Securities Act"), this  Registration  Statement  also  covers  an
   indeterminate  amount of interests to be offered or sold pursuant to the
   employee benefit  plan  described  herein.   Pursuant  to Rule 457(h)(2)
   under the Securities Act, no separate fee is required to  register  such
   interests.

(2)Estimated  solely  for  purposes of calculating the registration fee and
   computed in accordance with Rule 457(c) and (h) under the Securities Act
   using the average of the  high  and  low  prices  of the Common Stock as
   reported by the New York Stock Exchange on July 2, 1999.

(3)Each share of Common Stock of Simon Property Group,  Inc. is paired with
   a  beneficial  interest  in 1/100th of a share of Common  Stock  of  SPG
   Realty Consultants, Inc.
PART I

           INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL      INFORMATION*

     *Information required by  Part  I  of  Form S-8 to be contained in the
Section  10(a) Prospectus is omitted from this  Registration  Statement  in
accordance with Rule 428 under the Securities Act and the Note to Part I of
Form S-8.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents heretofore filed by Simon Property Group, Inc.
("SPG") and  SPG Realty Consultants, Inc.  (with SPG, the "Registrants") or
the Simon Property  Group  and Adopting Entities Matching Savings Plan (the
"Plan") with the Securities  and  Exchange  Commission  are incorporated by
reference in this Registration Statement:

     (1)  The Registrants' Annual Report on Form 10-K for  the  fiscal year
          ended December 31, 1998;

     (2)  The Registrants' Form 10-Q/A for the quarter ended September  30,
          1998;

     (3)  The Registrants' Form 10-Q for the quarter ended March 31, 1999;

     (4)  The Registrants' Current Report on Form 8-K dated March 4, 1999;

     (5)  The Registrants' Current Report on Form 8-K dated May 20, 1999;

     (6)  The  Registrants'  Definitive  Proxy Statement on Schedule 14A in
          connection with its 1999 Annual Meeting of Stockholders;

     (7)  The description of the Registrants' Paired Shares of Common Stock
          contained in the Registrants' Registration  Statement  on Form 8-
          A/A   filed  with  the  Securities  and  Exchange  Commission  on
          September  24  1998,  including any amendment or report filed for
          the purpose of updating such description; and

     (8)  The Plan's Annual Report on Form 11-K for the year ended December
          31, 1997.

     In addition, all documents subsequently  filed  by  the Registrants or
the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of  the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to  the filing
of  a post-effective amendment which indicates that all securities  offered
hereby  have  been  sold or which deregisters all securities offered hereby
then remaining unsold,  shall  be deemed to be incorporated by reference in
this Registration Statement and  to  be a part hereof from their respective
dates of filing.

     The Registrants will promptly provide without charge to each person to
whom a prospectus is delivered a copy  of  any  or all information that has
been  incorporated  herein  by  reference (not including  exhibits  to  the
information that is incorporated  by  reference  unless  such  exhibits are
specifically  incorporated  by  reference  into such information) upon  the
written or oral request of such person directed  to James M. Barkley, Simon
Property Group, National City Center, 115 West Washington  Street, Suite 15
East, Indianapolis, Indiana  46204, (317) 636-1600.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The Registrants' officers and directors are indemnified under Delaware
law,  the  Registrants'  Charters  and the Partnership Agreement  of  Simon
Property  Group,  L.P.  (the  "Operating   Partnership")   against  certain
liabilities.  The  Delaware  General  Corporation  Law  ("DGCL")  generally
permits  a  corporation  to  indemnify  its  directors  and officers, among
others, against expenses, judgments, fines and amounts paid  in  settlement
actually  or  reasonably  incurred by them in the defense or settlement  of
third-party actions or action  by  or  in right of the corporation, and for
judgments  in third party actions provided  there  is  a  determination  by
directors who  were  not  parties  to  the  action,  or if directed by such
directors, by independent legal counsel or by a majority  vote  of a quorum
of the stockholders, that the person seeking indemnification acted  in good
faith and in a manner reasonably believed to be in, or not opposed to,  the
interests of the corporation, and in a criminal proceeding, that the person
had  no reason to believe his or her conduct to be unlawful.  Without court
approval,  however, no indemnification may be made in respect of any action
by or in right  of the corporation in which such person is adjudged liable.
The DGCL states that  the  indemnification provided by statute shall not be
deemed  exclusive  of any rights  under  any  by-law,  agreement,  vote  of
stockholders or disinterested  directors  or  otherwise.   In addition, the
liability of officers may not be eliminated or limited under Delaware law.

     The Registrants' Charters contain a provision limiting  the  liability
of directors and officers to the Registrants and their stockholders  to the
fullest extent permitted under and in accordance with the laws of the State
of Delaware.  Each of the Registrants' Charters provides that the directors
will not be personally liable to the corporation or to its stockholders for
monetary  damages  for  breach  of  fiduciary duty as a director; provided,
however, that such provision will not eliminate or limit the liability of a
director  for  (i) any breach of the director's  duty  of  loyalty  to  the
corporation and its stockholders; (ii) acts or omissions not in good faith;
(iii) any transaction  from which the director derived an improper personal
benefit; or (iv) any matter  in  respect  of  which  such director would be
liable under Section 174 of the DGCL.  The personal liability of a director
for  violation of the federal securities laws is not limited  or  otherwise
affected.   In  addition,  these  provisions  do  not affect the ability of
stockholders to obtain injunctive or other equitable relief from the courts
with respect to a transaction involving gross negligence  on  the part of a
director.   No  amendment  of  the  Registrants'  Charters  shall limit  or
eliminate  the right to indemnification provided with respect  to  acts  or
omissions occurring prior to such amendment or repeal. The Registrants' By-
Laws contain  provisions  which implement the indemnification provisions of
the Registrants' Charters.

     The Partnership Agreement  of  the  Operating Partnership provides for
indemnification of the officers and directors  of  each  general partner of
the Operating Partnership to the same extent indemnification is provided to
officers and directors of the Registrants in their Charters, and limits the
liability of such general partners and their officers and  directors to the
Operating  Partnership and their partners to the same extent  liability  of
officers and  directors  of  the  Registrants  to the Registrants and their
stockholders is limited under the Registrants' Charters.

     SPG has entered into indemnification agreements  with  each  of  SPG's
directors and officers. The indemnification agreements require, among other
things, that SPG 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. SPG 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 SPG obtains directors' and officers' liability insurance.

     In addition, the Registrants have a directors' and officers' liability
and  company reimbursement policy that insures against certain liabilities,
including  liabilities  under  the  Securities  Act,  subject to applicable
retentions.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     The list of Exhibits is incorporated herein by reference  to the Index
     to Exhibits.

     The  Registrants  hereby  undertake  that  they  will  submit  or have
submitted  the  Plan  and  any  amendment  thereto  to the Internal Revenue
Service ("IRS") in a timely manner and has made or will  make  all  changes
required  by the IRS in order to qualify the Plan under Section 401 of  the
Internal Revenue Code.

ITEM 9.  UNDERTAKINGS.

     The undersigned Registrants hereby undertake:

     (1)  To  file,  during  any  period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:

          (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;

          (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  (1)(i) and (1)(ii) of this
          section do not apply if 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
          Registrants  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.

     The undersigned Registrants  hereby  undertake  that,  for purposes of
determining any liability under the Securities Act of 1933, each  filing of
the  Registrants' 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 that time shall be deemed to be the initial  bona  fide
offering thereof.

     Insofar   as   indemnification   for  liabilities  arising  under  the
Securities  Act  of  1933  may  be permitted  to  directors,  officers  and
controlling  persons  of  the  Registrants   pursuant   to   the  foregoing
provisions,  or  otherwise, the Registrants have been advised that  in  the
opinion of the Securities  and  Exchange Commission such indemnification is
against  public  policy  as  expressed   in  the  Act  and  is,  therefore,
unenforceable.  In the event that a claim  for indemnification against such
liabilities (other than the payment by the Registrants of expenses incurred
or paid by a director, officer or controlling  person of the Registrants 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 Registrants 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 Act and
will be governed by the final adjudication of such issue.
SIGNATURES

     THE  REGISTRANTS.  Pursuant to the requirements of the Securities  Act
of 1933, the  Registrants  certify  that  they  have  reasonable grounds to
believe that they meet all of the requirements for filing  on  Form S-8 and
have  duly caused this Registration Statement to be signed on their  behalf
by the undersigned, thereunto duly authorized, in the City of Indianapolis,
State of Indiana, on July 6, 1999.

                                SIMON PROPERTY GROUP, INC.  and
                                SPG REALTY CONSULTANTS, INC.

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

                             POWER OF ATTORNEY

     Pursuant  to  the  requirements  of  the  Securities Act of 1933, this
Registration Statement has been signed by the following  persons  in  their
respective  capacities and on the respective dates indicated opposite their
names.  Each  person  whose signature appears below hereby authorizes David
Simon, Stephen E. Sterrett,  James R. Giuliano III and John Dahl, or any of
them, each with full power of  substitution,  to execute in the name and on
behalf  of  such  person  any  amendment  to  this Registration  Statement,
including  post-effective  amendments,  and  any  subsequent   registration
statement  filed pursuant to Rule 462(b) under the Securities Act  of  1933
and to file  the  same,  with  exhibits  thereto,  and  other  documents in
connection therewith, making such changes in this Registration Statement as
the  registrant  deems  appropriate,  and appoints David Simon, Stephen  E.
Sterrett, James R. Giuliano III and John  Dahl,  or  any of them, each with
full power of substitution, attorney-in-fact to sign any  amendment to this
Registration  Statement,  including  post-effective  amendments,   and  any
subsequent  registration statement filed pursuant to Rule 462(b) under  the
Securities Act  of  1933  and  to file the same, with exhibits thereto, and
other documents in connection therewith.
SIGNATURE                    TITLE                       DATE
/S/ DAVID SIMON              Chief Executive Officer     July 6, 1999
        David Simon                 and Director (Principal
                                    Executive Officer)

      /S/ HERBERT SIMON             Co-Chairman of the
        Herbert Simon               Board of Directors          July 6, 1999

        Melvin Simon                Co-Chairman of the          July _, 1999
                                    Board of Directors

      /S/ HANS C. MAUTNER           Vice Chairman of the        July 6, 1999
        Hans C. Mautner             Board of Directors

        Richard Sokolov             President, Chief Operating  July _, 1999
                                    Officer and Director

      /S/ ROBERT E. ANGELICA        Director                    July 6, 1999
        Robert E. Angelica

      /S/ BIRCH BAYH                Director                    July 6, 1999
        Birch Bayh

       Pieter S. van den Berg       Director                    July _, 1999

      /S/ G. WILLIAM MILLER         Director                    July 6, 1999
       G. William Miller

      /S/ FREDRICK W. PETRI         Director                    July 6, 1999
       Fredrick W. Petri

      /S/ J. ALBERT SMITH           Director                    July 6, 1999
       J. Albert Smith

      /S/ PHILIP J. WARD            Director                    July 6, 1999
       Philip J. Ward

      /S/ M. DENISE DEBARTOLO YORK  Director                    July 6, 1999
       M. Denise DeBartolo York

      /S/ JOHN DAHL                 Senior Vice President       July 6, 1999
       John Dahl                    (Principal Accounting
                                    Officer)
Principal Financial Officers:
SIGNATURE                     TITLE                        DATE
/S/ STEPHEN E. STERRETT       Treasurer                    July 6, 1999
       Stephen E. Sterrett\

      /S/ JAMES R. GIULIANO III     Senior Vice President        July 6, 1999
       James R. Giuliano III
THE PLAN.  Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who  administer  the  employee benefit plan)
have 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 July 6, 1999.

                              SIMON PROPERTY GROUP AND ADOPTING
                              ENTITIES MATCHING SAVINGS PLAN

                              SIMON PROPERTY GROUP, L.P.,
                                 as Plan Administrator

                              By: SIMON PROPERTY GROUP, INC.,
                                 Managing General Partner

                              By:        /S/ DAVID SIMON
                                 David Simon, Chief Executive Officer
INDEX TO EXHIBITS
DESCRIPTION OF EXHIBIT
Exhibit
   NO.
4.1     Restated Certificate of Incorporation of Simon Property Group, Inc.
        (incorporated by reference to Exhibit 3.1 to the Registrant's
        Current Report on Form 8-K filed October 9, 1998).
4.2     Restated By-laws of Simon Property Group, Inc. (incorporated by
        reference to Exhibit 3.2 to the Registrant's Current Report on Form
        8-K filed October 9, 1998).
4.3     Restated Certificate of Incorporation of SPG Realty Consultants,
        Inc.  (incorporated by reference to Exhibit 3.3 to the Registrant's
        Current Report on Form 8-K filed October 9, 1998).
4.4     Restated By-laws of SPG Realty Consultants, Inc. (incorporated by
        reference to Exhibit 3.4 to the Registrant's Current Report on Form
        8-K filed October 9, 1998).
4.5     Issuance Agreement dated as of September 28, 1998, between Simon
        Property Group, Inc. and SPG Realty Consultants, Inc. (incorporated
        by reference to Exhibit 4.5 to the Registrant's Current Report on
        Form 8-K filed October 9, 1998).
4.6     Trust Agreement, dated as of October 30, 1979, among shareholders
        of predecessors in interest to Simon Property Group, Inc. and SPG
        Realty Consultants, Inc., and First Jersey National Bank, as
        Trustee (incorporated by reference to Exhibit 4.7 of the Form S-4
        filed by Corporate Property Investors, Inc. (Reg. No. 333-61399)).
4.7     Fifth Amendment and Complete Restatement of the Simon DeBartolo
        Group and Adopting Entities Matching Savings Plan.
4.8     Seventh Amendment to the Simon DeBartolo Group and Adopting
        Entities Matching Savings Plan.
5       Opinion of Baker & Daniels
23.1    Consent of Arthur Andersen LLP.
23.2    Consent of Ernst & Young LLP.
23.3    Consent of Baker & Daniels (included in their opinion filed as
        Exhibit 5).
24      Powers of Attorney (included on the Signature Page of the
        Registration Statement).