SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* LEIBOWITZ REUBEN S (Last) (First) (Middle) 466 LEXINGTON AVENUE (Street) NEW YORK NY 10017-3147 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/11/2005	3. Issuer Name and Ticker or Trading Symbol SIMON PROPERTY GROUP INC /DE/ [ SPG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,500(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
6% Convertible Preferred Stock	(2)	(2)	Common Stock	23,700	63.857(3)	D

Explanation of Responses:

1. Includes 1,000 shares (awarded 6/1/05) of non cash-compensation- award of restricted stock under the Simon Property Group, L.P. 1998 Stock Incentive Plan. The restricted stock vests over a four-year period.

2. The 6% Convertible Preferred Stock may be converted into Common Stock under the following circumstances: (a) if the 6% Convertible Preferred Stock is called for redemption; (b) if Simon Property Group, Inc. is party to a change of control; or (c) if during any fiscal quarter after the last day of the fiscal quarter during which the 6% Convertible Preferred Stock is issued, and only during such quarter, the closing sale of the Common Stock for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the preceeding fiscal quarter exceeds 125% of the then applicable conversion price on such trading day (initially 125% of $63.857, or $79.82125).

3. The conversion price is subject to adjustments for certain reasons.

	Reuben S. Leibowitz, and his attorney-in-fact, Shelly Doran	06/02/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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