
                                                                EXHIBIT 4.8



                         SEVENTH AMENDMENT TO THE
                SIMON DEBARTOLO GROUP AND ADOPTING ENTITIES
                           MATCHING SAVINGS PLAN

                 (As Last Restated Effective April 1, 1997
              and as Last Amended Effective December 1, 1997)


   Pursuant  to  rights  reserved under Section 19.1 of the Simon DeBartolo
Group  and  Adopting Entities  Matching  Savings  Plan  (as  last  restated
effective April  1,  1997,  and as last amended effective December 1, 1997)
(the  "Plan"), Simon DeBartolo  Group,  L.P.,  by  action  of  its  general
partner,  Simon  DeBartolo  Group,  Inc.,  amends the Plan, effective as of
September 24, 1998 as follows:

   1. References to "Simon DeBartolo Group"  shall  be  changed  to  "Simon
Property Group" where applicable, to reflect the change of the name of  the
Company and Simon DeBartolo Group, Inc.

   2.  Section  2.18  of the Plan is amended and restated to provide in its
entirety as follows:

     2.18.  EMPLOYER means  the  Company, any related entities that have
   adopted this Plan pursuant to Section  22.1  of  this Plan, and their
   successors in interest.

   3. Section 2.28 of the Plan is amended and restated  to  provide  in its
entirety as follows:

     2.28.   PERIOD  OF SERVICE means the period, beginning on and after
   January 1, 1994, commencing  on the date a person first credited with
   an Hour of Service for the Group  and  ending on the date a Period of
   Severance begins, including any Approved  Absence  and also including
   any Period of Separation of less than twelve (12) consecutive months.
   The Period of Service of each Employee shall also include  each  full
   and  partial Year of Service earned by that Employee prior to January
   1, 1994  under the method for crediting service provided in this Plan
   for that period.   This  Section  2.28  (along  with  Section 8.2) is
   intended  to reflect a change, effective January  1, 1994,  from  the
   general method  of crediting vesting service (as described in Section
   2530.200b-2 of the  Department  of  Labor Regulations) to the elapsed
   time method of crediting vesting service  (as  described  in  Section
   2530.200b-9  of the Department of Labor Regulations).  The Period  of
   Service and Years  of  Service  of  each Employee who was employed by
   DPMI as of August 9, 1996 shall include service with DPMI both before
   and after the date on which DPMI became  a  member of the Group.  The
   Period  of  Service  and Years of Service of each  Employee  who  was
   employed by CPI immediately  prior  to  becoming  an  Employee, shall
   include his service with CPI.

   4. A new Section 2.52 is added to the Plan to provide in its entirety as
follows:
     2.52.   CPI  means Corporate Property Investors and its  affiliates
   and predecessors in interest (including Pembrook Management, Inc.).

   5. A new Section 2.53 is added to the Plan to provide in its entirety as
follows:

     2.53.  CPI PLAN  means  the  Corporate  Property Investors Employee
   401(k) Savings Plan, as amended from time to time.

   6. A new Section 3.7 is added to the Plan to  provide in its entirety as
follows:

     3.7.  TRANSITION RULE FOR CPI EMPLOYEES.  Each  Employee  who was a
   participant in the CPI Plan as of the date immediately preceding  the
   date his employment with an Employer commences, shall:  (a) become  a
   Participant,   with   respect   to   the  right  to  make  Before-Tax
   Contributions (pursuant to Section 4.1)  and  receive Company Matched
   Contributions (pursuant to Section 5.2), on the date he complies with
   Section 3.3; and (b) automatically become a Participant  on  the date
   his employment with an Employer commences, without the need to comply
   with Section 3.3, for every other purpose of the Plan, including  the
   right  to  receive a Profit-Sharing Contribution (pursuant to Section
   5.12).  Each  Employee  who  was  an  employee  of CPI as of the date
   immediately  preceding  the  date  his  employment with  an  Employer
   commences, but was not eligible to participate  in the CPI Plan as of
   that date, shall be eligible to become a Participant  in this Plan as
   of the first Enrollment Date coincidental with or next  following the
   date  on which he satisfies the requirements of Section 3.1  of  this
   Plan.


   This  Seventh   Amendment   has  been  executed  this  ________  day  of
_____________, 1998.

                                 SIMON PROPERTY GROUP, L.P.

                                 By:SIMON PROPERTY GROUP, INC.,
                                    its general partner

                                 Signature


                                 Printed                               Name


                                 Title


                                 Date

