FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * SIMON HERBERT 2. Issuer Name and Ticker or Trading Symbol SIMON PROPERTY GROUP INC /DE/ [SPG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman Emeritus of the Board (Last) (First) (Middle) 225 W. WASHINGTON STREET 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2010 (Street) INDIANAPOLIS, IN 46204 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (check applicable line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock 09/15/2010   L 100 A $ 95.2094 1,628,620 I By the Herbert Simon Revocable Trust Common Stock 09/15/2010   G 100 D $ 95.42 1,628,520 I By the Herbert Simon Revocable Trust Common Stock 12/28/2010   G 70,529 D $ 98.96 1,557,991 (1) (2) I By the Herbert Simon Revocable Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SIMON HERBERT 225 W. WASHINGTON STREET INDIANAPOLIS, IN 46204	  X	Â	  Chairman Emeritus of the Board	Â

Signatures

Herbert Simon, and his attorney-in-fact, Shelly Doran		02/11/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	The reporting person is the trustee of the Herbert Simon Revocable Trust (the "Trust"), who disclaims beneficial ownership except to the extent of his pecuniary interest therein. Total number of shares includes: a. 330,951 shares owned by the Trust. b. 100% of the shares held by MH Holdings, Inc. ("MH"), or 23,553 shares. The Trust is the 100% owner of MH. c. 30.94% of the shares held by Melvin Simon & Associates, Inc. ("MSA"), or 167,167 shares. The Trust owns 30.94% of MSA.d. 30.94% of the shares held by Voting Trust formed pursuant to a Second Amended and Restated Voting Trust Agreement, Voting Agreement and Proxy entered into as of March 1, 2004 between Melvin Simon & Associates, Inc., an Indiana corporation and Melvin Simon, Herbert Simon and David Simon ("Voting Trust"), or 1,036,320 shares. The Trust owns 30.94% of the economic interest of the Voting Trust.
(2)	Does not include shares that may be issued upon the exchange of units of partnership interest in Simon Property Group, L.P. ("Units"). Units held by limited partners are exchangeable either for shares of Common (on a one-to-one basis) or for cash.

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