<PAGE>
                                       1

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   ----------
                                    FORM 10-Q

(Mark One)
   X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)  OF  THE SECURITIES
       EXCHANGE ACT OF 1934

                      For the quarter ended March 31, 2000

                                       OR

       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

       For the transition period from _____________ to____________


                         Commission File Number: 1-8073

                                  CV REIT, INC.
             (Exact name of Registrant as specified in its charter)


               Delaware                          59-0950354
         (State of Incorporation)      (I.R.S. Employer Identification No.)


          100 Century Boulevard, West Palm Beach, Florida        33417
            (Address of principal executive offices)          (Zip Code)

        Registrant's telephone number, including area code: 561-640-3155

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. Yes X No _____

Number of shares outstanding of the Registrant's Common Stock,par value $.01 per
share, as of May 1, 2000 : 8,111,419



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                                       2

                         CV REIT, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                             (dollars in thousands)





                 ASSETS                                 March  31,      Dec. 31,
                                                           2000            1999
                                                        _________       ________
Real estate - income producing, net of
  accumulated depreciation .......................       $172,587       $173,076
Mortgage notes receivable ........................         63,084         63,385
Investments in unconsolidated affiliates .........          3,290          3,390
Cash and cash equivalents (includes $920
  and $890 restricted) ...........................          2,905          4,385
Other real estate (net of allowance for
  losses of $2,200 and $2,401) ...................          5,458          5,503
Receivables and accrued income ...................          2,868          2,164
Prepaid expenses and other .......................          5,649          5,858
                                                         ________       ________
                                                         $255,841       $257,761
                                                         ========       ========
  LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
  Borrowings .....................................       $155,347       $156,329
  Accounts payable and other liabilities..........          6,730          7,024
                                                         ________       ________
      Total liabilities ..........................        162,077        163,353
                                                         ________       ________
Minority interests in Operating Partnership.......         16,746         16,846
                                                         ________       ________
Stockholders' Equity:
  Common stock, $.01 par-shares authorized
    20,000,000; outstanding 7,966,621 ............             80             80
  Additional paid-in capital .....................         18,490         18,490
  Retained earnings ..............................         58,448         58,992
                                                         ________       ________
      Total stockholders' equity .................         77,018         77,562
                                                         ________       ________
                                                         $255,841       $257,761
                                                         ========       ========


  See accompanying notes to consolidated financial statements.


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                                       3

                         CV REIT, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                  (dollars in thousands, except per share data)


                                                         Three Months Ended
                                                              March 31,
                                                        2000            1999
                                                     ___________    ___________
Revenues:
  Rent ...........................................   $     6,974    $     5,569
  Interest, principally from mortgage notes ......         1,973          2,013
                                                     ___________    ___________
                                                           8,947          7,582
                                                     ___________    ___________
Expenses:
  Interest .......................................         3,189          2,466
  Operating ......................................         2,218          1,708
  Depreciation and amortization ..................         1,104            873
  General and administrative .....................           420            380
                                                     ___________    ___________
                                                           6,931          5,427
                                                     ___________    ___________
                                                           2,016          2,155
Equity in income of unconsolidated affiliates ....            74             17
Minority interests in income of
  Operating Partnership ..........................          (324)          (343)
                                                     ___________    ___________
Net income .......................................   $     1,766    $     1,829
                                                     ===========    ===========

Per common share:
  Net income, basic and diluted ..................   $       .22    $       .23
                                                     ===========    ===========
  Dividends declared .............................   $       .29    $       .29
                                                     ===========    ===========
  Average common shares outstanding:
    Basic ........................................     7,966,621      7,966,621
                                                     ===========    ===========
    Diluted ......................................     7,967,160      7,966,621
                                                     ===========    ===========


  See accompanying notes to consolidated financial statements.


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                                       4

                         CV REIT, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENT OF RETAINED EARNINGS
                                 (in thousands)





Balance at December 31, 1999 ...................................       $ 58,992

Net income for the three months ended March 31, 2000 ...........          1,766

Dividends declared .............................................         (2,310)
                                                                       ________
Balance at March 31, 2000 ......................................       $ 58,448
                                                                       ========


  See accompanying notes to consolidated financial statements.


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                                       5


                         CV REIT, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

                                                            Three Months Ended
                                                                 March 31,
                                                             2000         1999
                                                          ________     _________
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income .........................................    $  1,766     $  1,829
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization ..................       1,104          873
      Equity in depreciation and amortization
        of unconsolidated affiliates .................          45           46
      Minority interests in income of Operating
        Partnership ..................................         324          343
      Changes in assets and liabilities,
       net of effects from acquisitions:
        Increase in receivables, accrued income,
         prepaid expenses and other ..................        (536)        (778)
        Decrease in accounts payable and other
         liabilities .................................        (292)        (189)
                                                          ________     ________
Net cash provided by operating activities ............       2,411        2,124
                                                          ________     ________
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisitions of real estate ........................        --            (77)
  Capital improvements ...............................        (574)        (708)
  Collections on mortgage notes receivable ...........         301          292
  Other ..............................................          70          106
                                                          ________     ________
Net cash used in investing activities ................        (203)        (387)
                                                          ________     ________
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from borrowings ...........................        --          2,358
  Repayments of borrowings ...........................        (982)        (930)
  Cash dividends paid ................................      (2,312)      (2,311)
  Distributions to minority interests ................        (424)        (434)
                                                          ________     ________
Net cash used in financing activities ................      (3,718)      (1,317)

Net (decrease) increase in unrestricted cash
  and cash equivalents ...............................      (1,510)         420
Unrestricted cash and cash equivalents at the
  beginning of the period ............................       3,495        3,845
                                                          ________     ________
Unrestricted cash and cash equivalents at the
  end of the period ..................................    $  1,985     $  4,265
                                                          ========     ========

Supplemental disclosure of cash flow information:
  Cash paid for interest .............................    $  3,017     $  2,375
                                                          ========     ========
Acquisitions of real estate:
  Fair value of assets acquired ......................    $   --       $(25,500)
  Liabilities assumed or incurred ....................        --         25,423
                                                          ________     ________
  Cash paid for acquisitions, net of cash
    acquired .........................................    $   --       $    (77)
                                                          ========     ========


  See accompanying notes to consolidated financial statements.

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                                       6

                         CV REIT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(1) Organization, Business and Basis of Presentation

Organization and Business

CV Reit,  Inc. ("CV Reit") is a  self-administered,  self-managed  equity   real
estate investment trust ("REIT") which is engaged in the ownership, acquisition,
redevelopment,  management  and leasing of community and  neighborhood  shopping
centers.  All of CV Reit's assets (or the economic  benefit thereof) are held by
(and all of its  operations  are  conducted  through) an operating  partnership,
Montgomery  CV  Realty  L.P.   (together  with  its  wholly-owned   subsidiaries
hereinafter collectively referred to as the "OP"), under an Umbrella Partnership
REIT (UPREIT)  structure.  As of March 31, 2000, CV Reit, through a wholly-owned
subsidiary,  owned 84.5% of the OP and is the OP's sole general  partner.  As of
March 31,  2000,  the OP owned 20  shopping  centers  and two office  buildings,
located in the Mid-Atlantic  region and Florida  aggregating  approximately  1.9
million square feet.


Basis of Presentation

The accompanying  consolidated  financial  statements include the accounts of CV
Reit and all subsidiaries ("the Company"),  including the OP. The Company owns a
95%  economic  interest  in  Drexel  Realty,  Inc.  ("Drexel"),  a  real  estate
management and leasing  company,  but none of the voting stock, and owns 45%-50%
interests in certain real estate  partnerships,  which are  accounted for on the
equity method.  Significant  intercompany  accounts and  transactions  have been
eliminated in consolidation.

The consolidated  financial statements included herein have been prepared by the
Company,  without audit, pursuant to the rules and regulations of the Securities
and Exchange  Commission.  Certain information and footnote disclosures normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been  consolidated or omitted pursuant to such rules
and regulations; however, the Company believes that the disclosures are adequate
to make the  information  presented not  misleading.  It is suggested that these
consolidated  financial  statements  be read in  conjunction  with the financial
statements and the notes thereto included in the Company's annual report on Form
10-K for the fiscal year ended December 31, 1999.

The consolidated  financial  statements for the interim periods included herein,
which are  unaudited,  include,  in the opinion of management,  all  adjustments
(consisting only of normal recurring  accruals)  necessary to present fairly the
financial  position  and  results of  operations  of the Company for the periods
presented.  The  results  of  operations  for  interim  periods  should  not  be
considered indicative of results to be expected for the full year.


Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  statements  of assets and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual revenues could differ from those estimates.


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                                       7

Revenue Recognition

Rental  revenue is  recognized  on a  straight-line  basis over the terms of the
leases.  Certain leases provide for reimbursement to the Company of the tenants'
share of common area maintenance  costs,  insurance and real estate taxes, which
are recorded on the accrual basis.



(2) Proposed Merger

On December  10, 1999,  the Company  signed a definitive  merger  agreement  and
reorganization  plan with Kranzco Realty Trust  ("Kranzco"),  a shopping  center
REIT, to merge  operations and create a new community  shopping center UPREIT to
be called Kramont Realty Trust ("Kramont").  Terms of the merger call for common
shareholders of both companies to each receive one share of Kramont common stock
for each  outstanding  share of CV Reit and Kranzco  common  stock on a tax-free
basis.  The merger  agreement  is subject  to  certain  conditions,  principally
approval by  shareholders  of both companies at Special  Stockholders'  Meetings
which are scheduled to be held on June 6, 2000.

The Company's  President and Chief Executive Officer will assume the same titles
and  responsibilities  at the newly created Kramont with the Company's designees
holding the majority of the board seats.  Corporate headquarters will be located
at the OP's existing facilities, in Plymouth Meeting, Pennsylvania.

Kramont is expected to own 84 properties and manage six  additional  properties,
substantially   comprising   neighborhood   and  community   shopping   centers,
encompassing  more than 12 million  square  feet of gross  leasable  space in 16
states with an asset base of approximately $800 million.

The merger  will be  accounted  for as a  purchase  by the  Company of  Kranzco.
Accordingly,  Kranzco's  assets  and  liabilities  will  be  recorded  at  their
estimated fair values based on the consideration given by the Company.



(3) Real Estate - Income Producing ("Real Estate")

(a) Real Estate is located in the Mid-Atlantic region and Florida
and consists of (in thousands):

                                                         March 31,  December 31,
                                                            2000         1999
                                                         _________  ____________
Land .................................................   $  18,302    $  18,302
Shopping centers .....................................     157,453      156,949
Office buildings .....................................       5,004        4,933
                                                         _________    _________
Totals ...............................................     180,759      180,184
Less accumulated depreciation ........................      (8,172)      (7,108)
                                                         _________    _________
Net Real Estate ......................................   $ 172,587    $ 173,076
                                                         =========    =========

(b) Real Estate with a net book value of $168.2  million,  at March 31, 2000, is
pledged as collateral for borrowings (Note 5).


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                                       8

(4) Mortgage Notes Receivable

At March 31, 2000, the Company's  mortgage notes  receivable  consisted of $63.1
million  collateralized by first mortgages on the recreation  facilities at four
Century   Village   adult   condominium   communities   in   southeast   Florida
(collectively,  the "Recreation  Notes"). The Recreation Notes provide for self-
amortizing  equal monthly  principal and interest  payments due through July 31,
2023,  bear  interest at 11% to 13.5% per annum  (12.26%  average),  and contain
certain prepayment prohibitions or penalty provisions.  The Recreation Notes are
pledged as collateral for borrowings (Note 5).



(5) Borrowings

Borrowings consist of (in thousands):

                                                            Mar.31,      Dec.31,
                                                              2000         1999
                                                           ________     ________
Mortgage notes payable through September 2008,
 interest ranging from 6.09% to 10.28%,
 collateralized by Real Estate (Note 3)  .............     $ 78,435     $ 78,720


Mortgage notes payable through March 2001
 under $100 million credit facility, interest
 at one month LIBOR (6.13% at March 31, 2000)
 plus 1.75%, collateralized by Real Estate
 (Note 3) and certain of the Recreation Notes
 (Note 4).  See Management's Discussion and
 Analysis of Results of Operations and
 Financial Condition - Liquidity and Capital
 Resources - Borrowings for a description
 of the terms ........................................       49,036       49,036

Collateralized Mortgage Obligations, net of
 unamortized discount of $414,000 and $439,000
 based on an effective interest rate of 8.84%,
 collateralized by certain of the Recreation
 Notes (Note 4), quarterly self-amortizing
 principal and interest payment required
 through March 2007  .................................       27,126       27,823

$3.5 million revolving credit facility,
 interest at one month LIBOR plus
 1.8%, maturing June 2000, collateralized by
 Real Estate .........................................          750          750
                                                           ________     ________
Totals ...............................................     $155,347     $156,329
                                                           ========     ========



(6) Segment Reporting

Effective  December 31, 1997,  the Company  became an equity REIT engaged in the
acquisition,  leasing and  management  of  neighborhood  or  community  shopping
centers,  located in  Pennsylvania,  New Jersey and Florida.  Prior to 1998, the
Company's only principal  business segment  consisted of investments in mortgage
notes  receivable.  Although the Company no longer invests in new mortgage notes
receivable, it continues to hold its Recreation Notes (Note 4) and, as a result,
the following segment disclosure  includes  information on those investments (in
thousands):


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                                       9

                                        Income
                                     Producing
                                  Real Estate,
                                   Principally    Mortgage
                                      Shopping       Notes
                                       Centers  Receivable    Other Consolidated
                                   _____________________________________________
Quarter ended March 31, 2000:
Total revenues ....................     $6,957     $1,938     $   52      $8,947
                                        ======     ======     ======      ======
Net operating income
  before interest expense .........     $4,814     $1,938     $  (23)     $6,729
                                        ======     ======     ======      ======
Net operating income after
  interest expense ................     $2,562     $1,001     $  (23)     $3,540
                                        ======     ======     ======      ======
Net operating income from
  reportable segments ........................................          $ 3,540
    Depreciation and amortization ............................           (1,104)
    General, administrative and other ........................             (346)
    Minority interests in income of OP .......................             (324)
                                                                        _______
Net income ...................................................          $ 1,766
                                                                        =======
Quarter ended March 31, 1999:
Total revenues ....................     $5,550     $1,995     $   37      $7,582
                                        ======     ======     ======      ======
Net operating income
  before interest expense .........     $3,880     $1,995     $   (1)     $5,874
                                        ======     ======     ======      ======
Net operating income after
  interest expense ................     $2,154     $1,255     $   (1)     $3,408
                                        ======     ======     ======      ======
Net operating income from
  reportable segments ........................................          $ 3,408
    Depreciation and amortization ............................             (873)
    General, administrative and other ........................             (363)
    Minority interests in income of OP .......................             (343)
                                                                        _______
Net income ...................................................          $ 1,829
                                                                        =======
At March 31, 2000:
  Investment in real estate
    and mortgage notes receivable     $172,587(a) $63,084     $8,748    $244,419
                                      ========    =======     ======    ========
  Borrowings                          $119,235    $36,112     $    -    $155,347
                                      ========    =======     ======    ========
At March 31, 1999:
  Investment in real estate
    and mortgage notes receivable     $166,622(a) $64,696     $8,686    $240,004
                                      ========    =======     ======    ========
  Borrowings                          $112,293    $36,355     $    -    $148,648
                                      ========    =======     ======    ========

(a) Includes  $574 and $25,068 of additions  during the three months ended March
    31, 2000 and 1999.



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                                       10

Item  2.   Management's  Discussion and Analysis  of  Results  of
Operations and Financial Condition

                              Results of Operations

Net Income

     Three Months Ended March 31, 2000 and 1999

  For the quarter  ended March 31, 2000,  net income was  $1,766,000 or $.22 per
share compared to $1,829,000 or $.23 per share for the same period of 1999.

During the quarter  ended March 31, 2000,  rent revenue and  operating  expenses
increased by $1,405,000 and $510,000, respectively (a net rental income increase
of $895,000),  primarily due to the acquisition of three shopping  centers since
March 31, 1999.  The increase  also  reflects  improved  operating  results from
income producing properties owned as of December 31, 1998.

Interest  expense  increased  by  $723,000  during  the  first  quarter  of 2000
principally  as a result of  increased  borrowings  to finance  shopping  center
acquisitions during 1999.

Depreciation and amortization  increased by $231,000 principally due to shopping
center acquisitions during 1999.

Interest income decreased by $40,000 during the first quarter of 2000, primarily
attributable to scheduled repayments of mortgage notes receivable (Note 4) which
are long term and require self- amortizing payments through 2023.

General and administrative expenses increased by $40,000 primarily due to higher
professional fees and performance related bonuses.

The  $57,000  increase  in equity in income  of  unconsolidated  affiliates  was
primarily attributable to Drexel.

Funds From Operations

Funds From Operations  ("FFO"),  as defined by the National  Association of Real
Estate  Investment  Trusts  (NAREIT),   consists  of  net  income  (computed  in
accordance with generally accepted  accounting  principles) before  depreciation
and amortization of real property,  extraordinary  items and gains and losses on
sales of real estate.

The following schedule reconciles FFO to net income (in thousands):

                                                            Three Months Ended
                                                                 March 31,
                                                            2000          1999
                                                           ____________________
Net income .......................................         $1,766         $1,829
Depreciation and amortization of real property
 (including unconsolidated affiliates) * .........            983            770
                                                           ______         ______
FFO ..............................................         $2,749         $2,599
                                                           ======         ======

* Net of amounts  attributable to minority interests.


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                                       11

We believe that FFO is an appropriate  measure of operating  performance because
real  estate  depreciation  and  amortization  charges  are  not  meaningful  in
evaluating  the  operating  results  of our  properties  and would  distort  the
comparative   measurement  of  performance  and  are  not  relevant  to  ongoing
operations.  However,  FFO does not  represent  cash  generated  from  operating
activities in accordance  with  generally  accepted  accounting  principles  and
should not be considered as an  alternative to either net income as a measure of
our  operating  performance  or to cash flows from  operating  activities  as an
indicator  of  liquidity  or cash  available  to fund all cash  flow  needs.  In
addition,  since  other  REITs may not  calculate  FFO in the same  manner,  FFO
presented herein may not be comparable to that reported by other REITs.



                         Liquidity and Capital Resources

Consolidated Statements of Cash Flows

Net cash  provided by  operating  activities,  as  reported in the  Consolidated
Statements  of Cash Flows,  amounted to $2.4  million for the three months ended
March 31,  2000  compared to $2.1  million  for the same  period in 1999.  These
amounts generally reflect FFO and net changes in other assets and liabilities.

Net cash used by investing  activities for the three months ended March 31, 2000
decreased to $.2 million from $.4 million for the same period in 1999.  The 2000
amounts  reflect $.6 million of capital  improvements,  partially  offset by $.3
million  of  collections  on  mortgage  notes   receivable.   The  1999  amounts
principally consist of $.7 million of capital improvements,  partially offset by
$.3 million of collections on mortgage notes receivable.

Net cash used in  financing  activities  increased to $3.7 million for the three
months  ended March 31, 2000 from $1.3  million  during the same period of 1999.
The 2000 amounts  principally  consist of cash  distributions of $2.3 million to
stockholders and $.4 million to minority interests, and $1 million of repayments
of borrowings.  The 1999 amounts consist of cash distributions amounting to $2.3
million to stockholders and $.4 million to minority interests,  partially offset
by $1.4 million of net proceeds from borrowings.


Borrowings

At March 31, 2000, our  borrowings  were $155.3  million,  including $49 million
borrowed  principally under our line of credit (see below).  Scheduled principal
payments  over the next five years are $116  million  (including  $20.8  million
through December 31, 2000) with $39.3 million due thereafter. Our borrowings are
collateralized  by a substantial  portion of our Real Estate and our  Recreation
Notes.  We expect  to  refinance  certain  of these  borrowings,  at or prior to
maturity,  through  new  mortgage  loans on Real  Estate.  The ability to do so,
however,  is dependent upon various  factors,  including the income level of the
properties,  interest rates and credit  conditions  within the  commercial  real
estate market. Accordingly,  there can be no assurance that such refinancing can
be achieved.

Borrowings consist of $105.5 million of fixed rate indebtedness, with an average
interest  rate of 7.69% at March 31, 2000,  and $49.8  million of variable  rate
indebtedness,  principally  under  our  line of  credit.  The  weighted  average
interest rate of the variable rate indebtedness at March 31, 2000 was 7.88%.


<PAGE>
                                       12

Under our three-year  non-revolving  line of credit we were able to borrow up to
$100 million through March 31, 2000.  Advances under the line of credit: (1) are
secured by assets  based on specified  aggregate  loan to value and debt service
coverage  ratios,  (2) bear  interest  at an annual rate of one month LIBOR plus
1.75% and (3) must be repaid by certain  dates  during the twelve  months  ended
March 31, 2001.  Additional  provisions  include a 1% commitment  fee (which has
been   paid),   a   minimum   net   worth   covenant   and   cross-default   and
cross-collateralization  requirements.  Advances  under the line of credit  were
used to fund acquisitions, expansions, renovations, financing and refinancing of
real estate,  including  reimbursement of equity  advances,  and require certain
performance  covenants.  As of March 31, 2000, $10.3 million was available to be
borrowed based on collateral  already  pledged under the line of credit.  We are
currently negotiating an increase in the amount and extension of the term of our
line of  credit  and we expect to be able to  extend  the  dates  through  which
advances may be drawn and repaid. There is no assurance,  however,  that we will
be  successful  in  doing  so.  We have an  additional  $3.8  million  available
principally under another credit facility.


Capital Resources

Our  operating  funds are  generated  from rent  revenue  from income  producing
properties  and, to a much lesser extent,  interest income on our mortgage notes
receivable.  We  believe  that our  operating  funds will be  sufficient  in the
foreseeable  future to fund  operating  and  administrative  expenses,  interest
expense,  recurring  capital  expenditures and  distributions to stockholders in
accordance with REIT requirements. Sources of capital for non- recurring capital
expenditures and scheduled  principal payments,  including balloon payments,  on
outstanding  borrowings  are expected to be obtained from property  refinancing,
scheduled  principal  repayments  on the  mortgage  notes  receivable,  sales of
non-strategic  other real estate,  our line of credit and/or  potential  debt or
equity financing in the public or private markets.


Acquisitions

During the quarter  ended March 31, 2000,  we did not complete any  acquisitions
principally due to the proposed merger with Kranzco (see below).  Our policy has
been to acquire additional  properties only if they are income producing and any
proposed  acquisition  requires  a  resolution  by a  majority  of our  Board of
Directors that the  acquisition  will not adversely  affect our ability to pay a
quarterly dividend of at least 29 cents per share.  Under the OP agreement,  all
of the  activities  of the OP must  generally  be  conducted  with a view toward
enabling the OP to make quarterly  distributions  to all partners of at least 29
cents per OP unit and such additional amount, if required, to enable us to pay a
regular  quarterly  dividend of at least 29 cents per share to our stockholders.
As of March 31, 2000, there were 1,462,406 OP units held by minority interests.

On December 10, 1999, we signed a definitive merger agreement and reorganization
plan with  Kranzco  to merge our  operations  and create  Kramont.  Terms of the
merger call for common  shareholders of both companies to each receive one share
of Kramont common stock for each outstanding share of CV Reit and Kranzco common
stock  on  a  tax-free  basis.  The  merger  agreement  is  subject  to  certain
conditions,  including  approval by  shareholders  of both  companies at Special
Shareholders' Meetings which are scheduled to held on June 6, 2000.

Mr. Meshon will assume the same titles and responsibilities at the newly created
Kramont and our designees  will hold the majority of the board seats.  Corporate
headquarters  will be  located  at the OP's  existing  facilities,  in  Plymouth
Meeting, Pennsylvania.

Kramont is expected to own 84 properties and manage six  additional  properties,
substantially   comprising   neighborhood   and  community   shopping   centers,
encompassing  more than 12 million  square  feet of gross  leasable  space in 16
states with an asset base of approximately $800 million.


<PAGE>
                                       13

We believe the merger will provide benefits to our shareholders.  However, there
may be certain disadvantages, including but not limited to the following:

If the merger is  completed,  certain  common stock  dividend  protections  that
currently  exist  in our  certificate  of  incorporation  and by  laws  will  be
terminated.  Our common  shareholders are currently not subject to the rights of
any preferred  shareholders.  Upon  completion of the merger,  the rights of our
common  shareholders  will be  subject  to the  rights  of  Kramont's  preferred
shareholders.  In addition,  holders of Kranzco Series A-1 preferred  shares are
entitled  to  appraisal  rights in  connection  with the  merger.  Assertion  of
appraisal  rights by a  significant  number of those holders may have a material
adverse effect on Kramont's cash flow. Kramont may be required to incur costs in
connection with obtaining consents from lenders. The inability to obtain certain
material  consents may have a material  adverse  effect on Kramont's  cash flow.
Kramont  will have  operations  in a number  of  different  states.  There is no
assurance that costs,  management's time and effort, or other factors associated
with the  integration  of our  company and Kranzco  would not  adversely  affect
future combined results of operations or the benefits of expected cost savings.

In the  event  the  merger  is  terminated,  depending  on the  reason  for such
termination,  we may be required to pay Kranzco a break- up fee of $5 million or
an expense fee of up to $1.5 million or both.  The  obligation  to pay such fees
may deter others from offering to engage in a different  transaction  with us in
the event the merger is not consummated.

                                    Inflation

During recent  years,  the rate of inflation has remained at a low level and had
minimal impact on our operating results.

Most of the tenant leases  contain  provisions  designed to lessen the impact of
inflation.  These provisions include escalation clauses which generally increase
rental rates annually based on cost of living indexes (or based on stated rental
increases which are currently higher than recent cost of living increases),  and
percentage  rentals based on tenant's gross sales,  which generally  increase as
prices  rise.  Many of the  leases  are for terms of less  than ten years  which
increases  our ability to replace those leases which are below market rates with
new leases at higher base and/or percentage  rentals.  In addition,  most of the
leases  require the tenants to pay their  proportionate  share of  increases  in
operating  expenses,  including common area  maintenance,  real estate taxes and
insurance.

However, in the event of significant  inflation,  our operating results could be
adversely affected if general and  administrative  expenses and interest expense
increase  at a rate higher  than rent  income or if the  increase  in  inflation
exceeds rent  increases for certain  tenant leases which provide for stated rent
increases (rather than based on cost of living indexes).



   Forward Looking Information: Certain Cautionary Statements

Certain statements contained in "Management's Discussion and Analysis of Results
of Operations and Financial Condition" and elsewhere in this Form 10-Q, that are
not related to  historical  results,  are forward  looking  statements,  such as
anticipated   liquidity   and  capital   resources,   completion   of  potential
acquisitions  and  collectibility  of  mortgage  notes  receivable.  The matters
referred to in forward  looking  statements  are based on  assumptions of future
events  which may not prove to be  accurate  and which  could be affected by the
risks and uncertainties  involved in our business;  accordingly,  actual results
may differ  materially  from those  projected and implied in the forward looking
statements.  These risks and uncertainties  include, but are not limited to, the
effect of  conditions  in the  commercial  real estate market and the economy in
general,  the level and volatility of interest  rates,  the impact of current or
pending legislation and regulation,  as well as certain other risks described in
the  Form  10-Q.   Subsequent   written  and  oral  forward  looking  statements
attributable  to us or persons  acting on our behalf are expressly  qualified in
their  entirety  by  cautionary  statements  in  this  paragraph  and  elsewhere
described  in this Form 10-Q and in other  reports we filed with the  Securities
and Exchange Commission.

<PAGE>
                                       14

                           PART II. Other Information


Item 6 - Exhibits and Reports on Form 8-K:

Exhibits:

     27   Financial Data Schedule

Reports on Form 8-K:

     NONE

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                        CV REIT, INC.

                              -------------------------------------
                                        (Registrant)

                                /s/ Louis P. Meshon, Sr.
May 11, 2000
                              -------------------------------------
                              Louis P. Meshon Sr., President


                                /s/ Elaine Hauff
May 11, 2000
                              -------------------------------------
                              Elaine Hauff, Vice President,
                              Treasurer and Principal Financial
                              and Accounting Officer