SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                                FORM 8-K

                              CURRENT REPORT

                  Pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934




    Date of Report (Date of earliest event reported):  August 9, 1996



                         SIMON PROPERTY GROUP, L.P.
- ---------------------------------------------------------------------
           (Exact name of registrant as specified in charter)



         DELAWARE              33-98364                 35-1903854
     ---------------------------------------------------------------------
     (State or other         (Commission               (IRS Employer
      jurisdiction of         File Number)          Identification No.)
      incorporation)



         115 WEST WASHINGTON STREET, INDIANAPOLIS, INDIANA 46204
         (Address of principal executive offices)     (Zip Code)



   Registrant's telephone number, including area code: (317) 636-1600



- -----------------------------------------------------------------------
     (Former name or former address, if changed since last report)



Item 2.   ACQUISITION OR DISPOSITION OF ASSETS
- ----------------------------------------------

     On August 9, 1996, pursuant to an Agreement and Plan of Merger, dated as
of March 26, 1996, as amended, among Simon DeBartolo Group, Inc., a Maryland
corporation (formerly known as Simon Property Group, Inc.) ("SDG") and 
general partner of the Registrant, Day Acquisition Corp., an Ohio corporation 
and a subsidiary of SDG ("Sub"), and DeBartolo Realty Corporation, an Ohio
corporation ("DRC"), Sub was merged with and into DRC (the "Merger").  The
Merger and certain other related matters were approved by stockholders of SDG
and shareholders of DRC at their special meetings held on August 7, 1996 and
August 6, 1996, respectively.

     In connection with the Merger, all of the limited partners of the
Registrant and SDG, as general partner of the Registrant, contributed an
aggregate 49.5% of the outstanding partnership units of the Registrant
("Units") and an additional 49.5% interest in the profits of the Registrant 
to DeBartolo Realty Partnership, L.P., a Delaware limited partnership
and a subsidiary of DRC (the "Operating Partnership"),in exchange for
a majority of the partnership interest in the Operating Partnership.

     For financial reporting purposes, the completion of the Merger and
other related transactions results in a reverse acquisition of all assets
and liabilities of the Operating Partnership.  Although DeBartolo Realty 
Partnership, L.P. (now SDG, LP), survived the transactions and became the 
primary operating partnership of Simon DeBartolo Group, Inc., SDG, LP is 
the accounting acquirer.  Accordingly, the financial statements filed by 
SDG, LP for the post-merger periods will reflect the acquisition of the 
Operating Partnership by SPG, LP using the purchase method of accounting 
and for all pre-merger comparative periods will reflect the financial 
statements of SPG, LP or SPG, LP's Predecessor.

     Information concerning the Merger and the transactions contemplated
thereunder was previously reported in SDG's Prospectus/Joint Proxy Statement
which is a part of the Registration Statement on Form S-4 (333-06933)
as amended and declared effective by the Securities and Exchange Commission
on June 28, 1996 (the "Registration Statement"), which is incorporated 
by reference herein to the extent appropriate.


Item 7.   FINANCIAL STATEMENTS AND EXHIBITS
- -------------------------------------------

(a) and (b)  The required financial information will be filed, as 
              required, no later than October 8, 1996.

(c) Exhibits

             The items listed on the Exhibit Index attached hereto
             are filed with or made a part of this Current Report 
             on Form 8-K.



                               SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

Date: August 26, 1996

     SIMON PROPERTY GROUP, L.P.

     By:  Simon DeBartolo Group, Inc.
          ---------------------------
          Its General Partner


     By:  /s/ James M. Barkley
          --------------------
          Name: James M. Barkley
          Title: Secretary/General Counsel



                                 EXHIBIT INDEX
                                 -------------

     
                                                              Sequentially
Exhibit No.  Description                                    Numbered Pages

  2.1        Agreement and Plan of Merger (the "Merger 
             Agreement") (dated as of March 26, 1996, among     
             SDG, Sub and DRC (included as Annex I to the 
             Prospectus/Joint Proxy Statement referred to 
             in Exhibit 20.1).

  2.2        Amendment No. 1 to the Merger Agreement, dated 
             as of June 26, 1996 (included as Annex I to the   
             Prospectus/Joint Proxy Statement referred to in 
             Exhibit 20.1).

  2.3        Amendment No. 2 to the Merger Agreement, dated 
             as of August 8, 1996 (incorporated by reference    
             as Exhibit 2.3 of the Current Report on Form 8-K
             filed by SDG) on August 26, 1996 (the "SDG 
             Form 8-K"). 

 10.1        Amended and Restated Partnership Agreement of the 
             Registrant (incorporated by reference as Exhibit 
             10.1.2 of the Registration Statement referred to 
             in Exhibit 20.1).

 10.2        Contribution Agreement (incorporated by reference 
             as Exhibit 10.5 of the Registration Statement   
             referred to in Exhibit 20.1).

 20.1        Prospectus/Joint Proxy Statement dated June 28, 
             1996 (incorporated by reference to the 
             Prospectus/Joint Proxy Statement dated June 28, 
             1996, forming a part of the SDG's Registration     
             Statement (the "Registration Statement") on 
             Form S-4 (333-06933), as amended and declared     
             effective by the Securities and Exchange 
             Commission on June 28, 1996).
 
 99.1        Press Release dated August 7, 1996 (incorporated 
             by reference as Exhibit 99.1 of the SDG Form 8-K).

 99.2        Press Release dated August 9, 1996 (incorporated 
             by reference as Exhibit 99.2 of the SDG Form 8-K).
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 6643}]
{"company-data": {"conformed-name": "SIMON PROPERTY GROUP LP", "cik": "0001003023", "assigned-sic": "6798", "irs-number": "351903854", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-98364", "film-number": "96620812"}, "business-address": {"street1": "NATIONAL CITY CENTER", "street2": "115 WEST WASHINGTON STREET SUITE 15 EAST", "city": "INDIANAPOLIS", "state": "IN", "zip": "46204", "phone": "3176361600"}, "mail-address": {"street1": "P O BOX 7033", "city": "INDIANAAPOLIS", "state": "IN", "zip": "46207-7033"}}
SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                FORM 8-K

                              CURRENT REPORT

                  Pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported):  August 9, 1996

                         SIMON PROPERTY GROUP, L.P.
- ---------------------------------------------------------------------
           (Exact name of registrant as specified in charter)

         DELAWARE              33-98364                 35-1903854
     ---------------------------------------------------------------------
     (State or other         (Commission               (IRS Employer
      jurisdiction of         File Number)          Identification No.)
      incorporation)

         115 WEST WASHINGTON STREET, INDIANAPOLIS, INDIANA 46204
         (Address of principal executive offices)     (Zip Code)

   Registrant's telephone number, including area code: (317) 636-1600

- -----------------------------------------------------------------------
     (Former name or former address, if changed since last report)

Item 2.   ACQUISITION OR DISPOSITION OF ASSETS
- ----------------------------------------------

     On August 9, 1996, pursuant to an Agreement and Plan of Merger, dated as
of March 26, 1996, as amended, among Simon DeBartolo Group, Inc., a Maryland
corporation (formerly known as Simon Property Group, Inc.) ("SDG") and 
general partner of the Registrant, Day Acquisition Corp., an Ohio corporation 
and a subsidiary of SDG ("Sub"), and DeBartolo Realty Corporation, an Ohio
corporation ("DRC"), Sub was merged with and into DRC (the "Merger").  The
Merger and certain other related matters were approved by stockholders of SDG
and shareholders of DRC at their special meetings held on August 7, 1996 and
August 6, 1996, respectively.

     In connection with the Merger, all of the limited partners of the
Registrant and SDG, as general partner of the Registrant, contributed an
aggregate 49.5% of the outstanding partnership units of the Registrant
("Units") and an additional 49.5% interest in the profits of the Registrant 
to DeBartolo Realty Partnership, L.P., a Delaware limited partnership
and a subsidiary of DRC (the "Operating Partnership"),in exchange for
a majority of the partnership interest in the Operating Partnership.

     For financial reporting purposes, the completion of the Merger and
other related transactions results in a reverse acquisition of all assets
and liabilities of the Operating Partnership.  Although DeBartolo Realty 
Partnership, L.P. (now SDG, LP), survived the transactions and became the 
primary operating partnership of Simon DeBartolo Group, Inc., SDG, LP is 
the accounting acquirer.  Accordingly, the financial statements filed by 
SDG, LP for the post-merger periods will reflect the acquisition of the 
Operating Partnership by SPG, LP using the purchase method of accounting 
and for all pre-merger comparative periods will reflect the financial 
statements of SPG, LP or SPG, LP's Predecessor.

     Information concerning the Merger and the transactions contemplated
thereunder was previously reported in SDG's Prospectus/Joint Proxy Statement
which is a part of the Registration Statement on Form S-4 (333-06933)
as amended and declared effective by the Securities and Exchange Commission
on June 28, 1996 (the "Registration Statement"), which is incorporated 
by reference herein to the extent appropriate.

Item 7.   FINANCIAL STATEMENTS AND EXHIBITS
- -------------------------------------------

(a) and (b)  The required financial information will be filed, as 
              required, no later than October 8, 1996.

(c) Exhibits

             The items listed on the Exhibit Index attached hereto
             are filed with or made a part of this Current Report 
             on Form 8-K.

                               SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

Date: August 26, 1996

     SIMON PROPERTY GROUP, L.P.

     By:  Simon DeBartolo Group, Inc.
          ---------------------------
          Its General Partner

     By:  /s/ James M. Barkley
          --------------------
          Name: James M. Barkley
          Title: Secretary/General Counsel

                                 EXHIBIT INDEX
                                 -------------

     
                                                              Sequentially
Exhibit No.  Description                                    Numbered Pages

  2.1        Agreement and Plan of Merger (the "Merger 
             Agreement") (dated as of March 26, 1996, among     
             SDG, Sub and DRC (included as Annex I to the 
             Prospectus/Joint Proxy Statement referred to 
             in Exhibit 20.1).

  2.2        Amendment No. 1 to the Merger Agreement, dated 
             as of June 26, 1996 (included as Annex I to the   
             Prospectus/Joint Proxy Statement referred to in 
             Exhibit 20.1).

  2.3        Amendment No. 2 to the Merger Agreement, dated 
             as of August 8, 1996 (incorporated by reference    
             as Exhibit 2.3 of the Current Report on Form 8-K
             filed by SDG) on August 26, 1996 (the "SDG 
             Form 8-K"). 

 10.1        Amended and Restated Partnership Agreement of the 
             Registrant (incorporated by reference as Exhibit 
             10.1.2 of the Registration Statement referred to 
             in Exhibit 20.1).

 10.2        Contribution Agreement (incorporated by reference 
             as Exhibit 10.5 of the Registration Statement   
             referred to in Exhibit 20.1).

 20.1        Prospectus/Joint Proxy Statement dated June 28, 
             1996 (incorporated by reference to the 
             Prospectus/Joint Proxy Statement dated June 28, 
             1996, forming a part of the SDG's Registration     
             Statement (the "Registration Statement") on 
             Form S-4 (333-06933), as amended and declared     
             effective by the Securities and Exchange 
             Commission on June 28, 1996).
 
 99.1        Press Release dated August 7, 1996 (incorporated 
             by reference as Exhibit 99.1 of the SDG Form 8-K).

 99.2        Press Release dated August 9, 1996 (incorporated 
             by reference as Exhibit 99.2 of the SDG Form 8-K).