As filed with the Securities and Exchange Commission on August 10, 2012

Registration No. 333-              

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

SIMON PROPERTY GROUP, INC.

(Exact name of registrant as specified in its charter)

225 West Washington Street

Indianapolis, Indiana 46204

(Address of Principal Executive Offices) (Zip Code)

SIMON PROPERTY GROUP, L.P.

AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN

(Full title of the plan)

James M. Barkley
General Counsel and Secretary
Simon Property Group
225 West Washington Street

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

Faegre Baker Daniels LLP

600 East 96th Street, Suite 600

Indianapolis, Indiana 46240

(317) 569-9600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

CALCULATION OF REGISTRATION FEE

(1)   This Registration Statement registers 6,000,000 shares of Common Stock, not previously registered, under the Simon Property Group, L.P. Amended and Restated 1998 Stock Incentive Plan (the “1998 Plan”).

(2)   Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also registers additional shares of Common Stock as may be offered or issued to prevent dilution resulting from stock splits, stock dividends, and similar transactions in accordance with the anti-dilution provisions of the 1998 Plan.

(3)   Estimated solely for the purpose 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 sale prices of the Common Stock as reported by the New York Stock Exchange on August 9, 2012.

STATEMENT PURSUANT TO GENERAL INSTRUCTION E

OF FORM S-8 “REGISTRATION OF ADDITIONAL SECURITIES”

This Registration Statement relates to the registration of 6,000,000 additional shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of Simon Property Group, Inc. (the “Registrant”) reserved for issuance and delivery under the Simon Property Group, L.P. 1998 Amended and Restated Stock Incentive Plan (the “1998 Plan”).  The increase in the number of shares authorized to be issued under the 1998 Plan was approved by the Registrant’s stockholders on May 17, 2012.  The Registrant has previously registered 6,300,000 shares of Common Stock reserved for issuance under the 1998 Plan pursuant to a Registration Statement on Form S-8 filed by the Registrant on September 25, 1998 and 5,000,000 shares of Common Stock reserved for issuance under the 1998 Plan pursuant to a Registration Statement on Form S-8 filed by the Registrant on November 13, 2002.  Except to the extent that they are superseded by information contained herein, or in exhibits hereto, the contents of those Registration Statements (File Nos. 333-64313 and 333-101185) are incorporated herein by reference pursuant to General Instruction E to Form S-8.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has 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 August 10, 2012.

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 M. Barkley and Steven E. Fivel, 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 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 each of David Simon, Stephen E. Sterrett, James M. Barkley and Steven E. Fivel, each with full power of substitution, attorney-in-fact to sign any amendment and any post-effective amendment to this Registration Statement and to file the same, with exhibits thereto, and other documents in connection therewith.

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INDEX OF EXHIBITS

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EXHIBIT 5

August 10, 2012

Simon Property Group, Inc.

225 West Washington Street

Indianapolis, IN  46204

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Simon Property Group, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933 (the “Act”), registering the offer and sale of an additional 6,000,000 shares of the Company’s Common Stock, $.0001 par value (the “Shares”), pursuant to the Simon Property Group, L.P. Amended and Restated 1998 Stock Incentive Plan (the “Plan”).

We have examined the Plan, the Registration Statement, the Certificate of Incorporation, as currently in effect, and the By-Laws, as currently in effect, of the Company, resolutions of the Company’s Board of Directors authorizing the issuance of the Shares, and such other documents as we have considered necessary. We have also examined a certificate of the Secretary of the Company dated the date hereof (the “Certificate”).  In such examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the aforesaid documents, the authenticity of all documents submitted to us as originals, the conformity with originals of all documents submitted to us as copies (and the authenticity of the originals of such copies), and that all public records reviewed are accurate and complete. As to factual matters, we have relied on the certifications, statements or representations of the Company (including the Certificate) and have not independently verified the matters stated therein.

Based on the foregoing, we are of the opinion the Shares have been duly authorized and, when the Registration Statement shall have become effective, the Shares have been issued in accordance with the Plan and, where applicable, the consideration for the Shares specified in the Plan has been received by the Company, the Shares will be validly issued, fully paid and nonassessable.

This opinion letter is solely for the use of the Company in connection with the Registration Statement. The opinions expressed are limited to the matters set forth herein, and no opinions should be inferred beyond the matters expressly stated.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the Simon Property Group, L.P. Amended and Restated 1998 Stock Incentive Plan of Simon Property Group, Inc. and Subsidiaries of our reports dated February 28, 2012, with respect to the consolidated financial statements and schedule of Simon Property Group, Inc. and Subsidiaries and the effectiveness of internal control over financial reporting of Simon Property Group, Inc. and Subsidiaries, incorporated by reference or included in its Annual Report (Form 10-K) for the year ended December 31, 2011, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Ernst & Young LLP
August 10, 2012