BAKER & DANIELS
300 NORTH MERIDIAN STREET, SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
(317) 237-1000 (FAX)
March 19, 1998
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549-1004
RE: SIMON PROPERTY GROUP, L.P. REGISTRATION STATEMENT ON FORM S-3
FOR $500,000,000 AGGREGATE PRINCIPAL AMOUNT OF DEBT SECURITIES
(REGISTRATION NO. 33-98364)
Dear Sir or Madam:
On behalf of our client, Simon DeBartolo Group, L.P. (the
"Operating Partnership"), we request the withdrawal of the above-described
Registration Statement, effective on March 19, 1998, or as soon thereafter
as is practicable. The Registration Statement covered the registration of
$500,000,000 aggregate principal amount of debt securities of Simon
Property Group, L.P. (the "Old Operating Partnership"), consisting of
debentures, notes and/or other unsecured evidences of indebtedness in one
or more series (the "Debt Securities"), which the Old Operating Partnership
planned to offer on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933.
None of the Debt Securities have been sold. On December 31,
1997, the Old Operating Partnership merged into the Operating Partnership.
Pursuant to the Agreement of Merger, each of the issued and outstanding
partnership units in the Old Operating Partnership were canceled, without
any payment or other distribution in respect thereof. Prior to the
merger, the Operating Partnership was the only limited partner of the Old
Operating Partnership and Simon DeBartolo Group, Inc. (the "Company") was
the only general partner of the Old Operating Partnership. Following the
merger, the Company continues to be a general partner of the Operating
Partnership. As a result of the merger, the Operating Partnership has
succeeded to all of the assets and rights of the Old Operating Partnership
and has assumed all of the liabilities and obligations of the Old Operating
Partnership.
If there are any questions concerning this request, please
contact the undersigned at the number indicated above.
Yours very truly,
/S/ DAVID C. WORRELL
David C. Worrell
DCW/tjr
cc: James M. Barkley, Esq.
