UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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 quarterly period ended     September  30, 2000

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

         For the transition period from                    to

                         Commission file number 1-10641


                           MILESTONE PROPERTIES, INC.
             (Exact name of registrant as specified in its charter)


               Delaware                                65-0158204
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

150 E. Palmetto Park Rd. 4th Floor, Boca Raton, FL                 33432
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code    (561) 394 - 9533
                                                     --------------------------


Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report


     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

         As of November 9, 2000,  4,943,633  shares of the  Registrant's  Common
Stock,  par value  $.01 per share,  were  outstanding  and 16,423  shares of the
Registrant's $.78 Convertible Series A Preferred Stock were outstanding.


<PAGE>




PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
                   MILESTONE PROPERTIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
              September 30, 2000 (Unaudited) and December 31, 1999

<TABLE>
<CAPTION>
                                                                  September 30, 2000             December 31, 1999
                                                                  ------------------             -----------------
ASSETS
Current Assets:
<S>                                                                     <C>                       <C>
    Cash and cash equivalents                              $            8,384,435                 $     8,032,257
    Restricted cash                                                       222,000                         222,000
    Restricted cash for settlement                                      1,521,111                       1,614,156
    Loans receivable                                                    1,311,036                       1,370,471
    Accounts receivable                                                   530,862                         567,112
    Accrued interest receivable                                         1,521,329                       2,694,289
    Due from related party                                                803,004                         762,102
    Prepaid expenses and other                                            809,818                         723,397
    Deposits to purchase land                                                   0                         700,000
                                                                      -----------                  --------------
         Total current assets                                          15,103,595                      16,685,784

    Property, improvements and equipment, net                          24,455,508                      24,884,220
    Wraparound notes, net                                              11,911,263                      18,641,853
    Deferred income tax asset, net                                      1,344,072                       2,293,167
    Management contract rights, net                                       113,884                         117,875
    Debt financing costs, net                                             579,600                         655,393
                                                                       ------------                ---------------
         Total assets                                           $      53,507,922                   $ 63,278,292
                                                                        ==========                   ============

LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities:
    Accounts payable and accrued expenses                       $       1,137,705                   $   2,547,866
    Accrued settlement payable                                          1,521,111                       1,614,156
    Accrued interest payable                                              139,183                         148,173
    Master Lease payable                                                1,642,772                       3,916,308
    Current portion of mortgages and notes payable                      1,159,744                       4,203,029
    Income taxes payable                                                    3,405                          20,000
                                                                    --------------                ----------------
         Total current liabilities                                      5,603,920                      12,449,532

    Mortgages and notes payable                                        29,948,496                      33,996,162
                                                                      ------------                   ------------

         Total liabilities                                             35,552,416                      46,445,694
                                                                       -----------                   ------------

COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
    Common stock ($.01 par value, 10,000,000 shares
       authorized, 4,943,633 shares issued and outstanding,
        655,091 shares in treasury, at September 30, 2000 and
       December 31, 1999)                                                  49,436                         49,436
    Preferred stock (Series A $.01 par value, $10 liquidation
       preference, 1,000,000 shares authorized,
       16,423 shares issued and outstanding at
       September 30, 2000 and December 31, 1999)                              164                             164
    Additional paid in surplus                                         45,340,638                      45,340,638
    Accumulated deficit                                               (24,180,689)                    (25,303,597)
    Shares held in treasury - at cost                                  (3,254,043)                     (3,254,043)
                                                                  ----------------                 ---------------

       Total stockholders' equity                                       17,955,506                     16,832,598
                                                                       -----------                 --------------

       Total liabilities and stockholders' equity                $     53,507,922                  $   63,278,292
                                                                    ==============                 ==============

</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

                                        1

<PAGE>



                   MILESTONE PROPERTIES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF REVENUES AND EXPENSES
                                   (Unaudited)
             For the Three Months Ended September 30, 2000 and 1999

<TABLE>
<CAPTION>


                                                                 September 30, 2000        September 30, 1999

REVENUES
<S>                                                               <C>                        <C>
   Rent                                                           $      1,261,814           $     1,815,324
   Interest income                                                         748,537                 1,172,416
   Revenue from management company operations                              189,487                   168,465
   Tenant reimbursements                                                   276,925                   214,761
   Percentage rent                                                          15,059                    84,041
   Gain on sale of real estate and real estate related assets                    0                 1,488,523
                                                                  ----------------           ---------------

       Total revenues                                                    2,491,822                 4,943,530
                                                                        ----------           ---------------

EXPENSES
   Master Lease expense                                                    547,588                 1,549,217
   Interest expense                                                        637,827                   914,896
   Depreciation and amortization                                           199,795                   193,793
   Salaries, general and administrative                                    622,413                 1,219,811
   Property expenses                                                       475,895                   474,799
   Expenses for management company operations                              225,947                   171,242
   Professional fees                                                        52,058                   127,127
                                                                       -----------             --------------

       Total expenses                                                    2,761,523                 4,650,885
                                                                        ----------              ------------

(Loss) income before income taxes and minority interest                   (269,701)                  292,645

Provision  for income taxes                                                 49,202                   964,986
                                                                      ------------             --------------

Net loss before minority interest                                         (318,903)                 (672,341)

Minority interest in net loss of consolidated subsidiaries                   1,969                         0
                                                                    --------------         -----------------

Net loss attributable to common stockholders                         $    (316,934)        $       ( 672,341)
                                                                       ============            ==============

Loss per common share, basic and diluted                          $          (0.07)       $            (0.16)
                                                                    ===============          ================

Weighted average common shares outstanding, basic and diluted              4,288,542               4,250,992
                                                                         ===========             ===========

</TABLE>


           See Accompanying Notes to Consolidated Financial Statements



                                       2

<PAGE>


                   MILESTONE PROPERTIES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF REVENUES AND EXPENSES
                                   (Unaudited)
              For the Nine Months Ended September 30, 2000 and 1999


<TABLE>
<CAPTION>

                                                                 September 30, 2000        September 30, 1999

REVENUES
<S>                                                             <C>                          <C>
   Rent                                                         $         3,827,615          $     5,804,790
   Interest income                                                        2,263,853                3,913,787
   Revenue from management company operations                               521,735                  538,186
   Tenant reimbursements                                                    834,205                 750,211
   Percentage rent                                                          142,782                  262,487
   Gain on sale of real estate and real estate related assets             3,557,670                2,762,316
                                                                     --------------          ---------------

       Total revenues                                                    11,147,860               14,031,777
                                                                      -------------           --------------

EXPENSES
   Master Lease expense                                                   1,642,764                5,172,613
   Interest expense                                                       1,972,460                2,904,141
   Depreciation and amortization                                            578,007                  576,714
   Salaries, general and administrative                                   1,788,398                2,654,853
   Property expenses                                                      1,368,808                1,417,163
   Expired extensions to land purchase contracts                            748,799                        0
   Expenses for management company operations                               658,517                  615,641
   Professional fees                                                        271,525                  469,299
                                                                     --------------            --------------

       Total expenses                                                     9,029,278               13,810,424
                                                                      -------------              -----------

Income before income taxes and minority interest                          2,118,582                  221,353

Provision for income taxes                                                1,015,703                1,165,236
                                                                     --------------             -------------

Net income (loss) before minority interest                                1,102,879                 (943,883)

Minority interest in net loss of consolidated subsidiaries                   20,029                        0
                                                                    ---------------       ------------------

Net income (loss) attributable to common stockholders               $     1,122,908         $      ( 943,883)
                                                                       ============             =============

Income (loss) per common share, basic                            $             0.26       $            (0.22)
                                                                   ================          ================

Weighted average common shares outstanding, basic                         4,288,542                4,250,992
                                                                       ============              ===========

Income (loss) per common share, diluted                         $               .26        $           (0.22)
                                                                  =================          ================

Weighted average common shares outstanding, diluted                       4,360,589
                                                                       ============


</TABLE>



           See Accompanying Notes to Consolidated Financial Statements


                                        3

<PAGE>



                   MILESTONE PROPERTIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (Unaudited)
                  For the Nine Months Ended September 30, 2000



<TABLE>
<CAPTION>

                                                          Common Stock             Preferred Stock             Treasury Stock

                                                      Shares         Cost        Shares          Cost      Shares          Cost
=================================================== ===========  =========== =============== =========== ===========  ==============
<S>                                                   <C>         <C>                 <C>          <C>     <C>        <C>
Balance, January 1, 2000                              4,943,633   $   49,436          16,423       $ 164   (655,091)  $  (3,254,043)
Net income for the nine months ended
        September 30, 2000
                                                    ----------   ----------- --------------- ----------- -----------  --------------
Balance, September 30, 2000                           4,943,633     $ 49,436          16,423       $ 164   (655,091)   $ (3,254,043)
                                                    ===========  =========== =============== =========== ===========  ==============




                                                       Additional
                                                       paid in        Accumulated       Stockholders'
                                                       surplus          deficit            equity
===================================================   ============== ================== =================
<S>                                                     <C>             <C>                  <C>
Balance, January 1, 2000                                $ 45,340,638    $  (25,303,597)      $ 16,832,598
Net income for the nine months ended
        September 30, 2000                                                    1,122,908         1,122,908
                                                      -------------- ------------------ -----------------
Balance, September 30, 2000                             $ 45,340,638    $  (24,180,689)      $ 17,955,506
                                                      ============== ================== =================



                                 See Accompanying Notes to Consolidated Financial Statements

</TABLE>


                                                              4

<PAGE>


                   MILESTONE PROPERTIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
              For the Nine Months Ended September 30, 2000 and 1999
<TABLE>
<CAPTION>


                                                                       September 30, 2000        September 30, 1999
CASH FLOW FROM OPERATING ACTIVITIES
<S>                                                                   <C>                             <C>
   Net income ( loss)                                                 $        1,122,908              $   (943,883)
   Adjustments to reconcile net income (loss) to net cash used in
        operating activities:
   Depreciation and amortization                                                 578,007                   576,714
   Deferred income tax                                                           949,095                 1,150,525
   Gain on sale of real estate related assets                                 (3,557,670)               (2,721,750)
   Changes in operating assets and liabilities
         Decrease in accounts receivable                                          36,250                   137,579
         Increase in due from related party                                      (40,902)                 (135,360)
         Decrease in accrued interest receivable                               1,172,960                 2,225,488
         Increase in prepaid expenses and other                                  (86,421)                  (57,886)
         Decrease in deposits to purchase land                                   700,000                         0
         Decrease in accounts payable and accrued expenses                    (1,410,161)               (1,118,979)
         (Decrease) increase in accrued interest payable                          (8,990)                   85,911
         Decrease in Master Lease payable                                     (2,273,536)               (4,296,107)
         Decrease in accrued settlement payable                                  (93,045)               (7,298,643)
         Decrease in income taxes payable                                        (16,595)                  (59,069)
                                                                           --------------           ---------------

         Net cash used in operating activities                                (2,928,100)              (12,455,460)
                                                                            -------------              ------------

CASH FLOW FROM INVESTING ACTIVITIES
   Principal repayments on loans receivable                                       59,435                    54,921
   Principal repayments on wraparound notes                                    2,056,721                 3,782,763
   Investment in affiliate                                                             0                  (708,093)
   Purchase of leasehold improvements                                           (187,966)                 (342,532)
   Proceeds from realization of real estate related assets, net                5,466,975                 8,742,017
   Proceeds from redemption of investments in preferred stock                          0                   445,500
                                                                      ------------------             --------------

         Net cash provided by investing activities                             7,395,165                11,974,576
                                                                            ------------               ------------

CASH FLOW FROM FINANCING ACTIVITIES
   Proceeds from mortgages and notes payable                                           0                 1,750,000
   Principal payments on mortgages and notes payable                          (4,207,932)               (5,275,386)
   Decrease (increase) in restricted cash for settlement                          93,045                (1,650,393)
                                                                         ---------------            ---------------

         Net cash used in financing activities                                (4,114,887)               (5,175,779)
                                                                           --------------           ---------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                             352,178                (5,656,663)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                 8,032,257                 11,826,301
                                                                         ---------------            ---------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                              $        8,384,435          $      6,169,638
                                                                         ===============           ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

         Cash paid during the period for interest                     $        1,981,449          $      4,314,309
                                                                         ===============           ================

         Cash paid during the period for income taxes               $             42,477        $           59,069
                                                                       =================         ==================

</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING
AND INVESTING ACTIVITIES

On February 25, 2000, the Company's interest in a Wraparound Note and Wraparound
Mortgage encumbering a shopping center in Quincy,  Illinois was terminated.  The
transaction resulted in the termination of a Wraparound Note of $1,156,057,  the
underlying  mortgage and note payable of  $2,883,019  and resulted in a gain for
the Company of $1,726,962.

            See Accompanying Notes to Consolidated Financial Statements

                                                           5

<PAGE>

                                            INDEPENDENT ACCOUNTANTS' REPORT



To the Board of Directors of
Milestone Properties, Inc.

We have  reviewed  the  accompanying  consolidated  balance  sheet of  Milestone
Properties,  Inc. and its subsidiaries (the "Company") as of September 30, 2000,
and the related consolidated statements of revenues and expenses,  stockholders'
equity,  and cash flows for the three month and nine month  periods  then ended.
These  financial  statements  are the  responsibility  of the  management of the
Company.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying September 30, 2000 consolidated financial statements
for them to be in conformity with generally accepted accounting principles.


/s/ Ahearn, Jasco + Company, P.A.

AHEARN, JASCO + COMPANY, P.A.
Certified Public Accountants

Pompano Beach, Florida
November 9, 2000

                                                           6

<PAGE>



                   MILESTONE PROPERTIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

The accompanying consolidated financial statements of Milestone Properties, Inc.
("Milestone") and its wholly owned  subsidiaries  (together,  Milestone with its
subsidiaries is hereinafter  referred to as the "Company") have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q and Rule 10-01 of Regulation
S-X.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included. The financial statements as of and for the periods ended September 30,
2000 and 1999 are  unaudited.  The  consolidated  financial  statements  for the
periods ended  September 30, 2000 have been  reviewed by an  independent  public
accountant pursuant to Rule 10-01 (d) of Regulation S-X and following applicable
standards  for  conducting  such  reviews,  and the report of the  accountant is
included  as part of this  filing.  The  results of  operations  for the interim
periods are not  necessarily  indicative  of the results of  operations  for the
fiscal year.  Certain  information for 1999 has been  reclassified to conform to
the 2000 presentation. These consolidated financial statements should be read in
conjunction with the financial  statements and footnotes included thereto in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999.

The Company is primarily  engaged in the ownership,  operation and management of
interests in commercial real estate  properties,  which as of September 30, 2000
and as of the date of this  filing  consists of (i) 10  properties  owned in fee
(the "Fee Properties"),  (ii) the ownership of wraparound notes (the "Wraparound
Notes") and wraparound mortgages (the "Wraparound  Mortgages" and, together with
the Wraparound  Notes,  the "Wrap Debt") which are secured by 10 commercial real
properties (the "Underlying  Properties" and,  together with the Fee Properties,
the  "Properties"),  (iii)  one  parcel  of land  and  (iv)  the  operation  and
management  of the  Properties.  At September  30, 1999,  the Company  possessed
interests in 32 commercial real properties consisting of (i) 10 properties owned
in fee and (ii) the  ownership  of  wraparound  notes and  wraparound  mortgages
secured by 22 commercial real properties.

1.       Acquisition and Disposition of Real Estate Related Assets

On January 7, 2000,  a  Wraparound  Note held by the Company on a 32,400  square
foot single tenant  commercial  building located in Walpole,  New Hampshire (the
"Walpole Property"), was paid as a result of the sale of the Walpole Property by
its owner, an affiliate of the Company (the  partnership  that owned the Walpole
Property),  to an unrelated  third  party.  In  connection  with the sale of the
Walpole  Property,  the Company,  as the master  lessee on a Master Lease on the
Walpole  Property,  canceled the subject  Master Lease.  Of the gross  proceeds,
$736,000  was  used to  satisfy  the  underlying  mortgage  debt on the  Walpole
Property.  As a result  of the  payment  of the  Wraparound  Note,  the  Company
realized net cash proceeds of approximately $510,000 and recorded a book gain of
approximately $381,000 in the first quarter of 2000.

On  January  13,  2000,  a  Wraparound  Note  held by the  Company  on a  46,400
single-tenant commercial building located in Savannah,  Tennessee (the "Savannah
Property"),  was paid as a result of the sale of the  Savannah  Property  by its
owner,  an  affiliate of the Company  (the  partnership  that owned the Savannah
Property)  to an  unrelated  third party.  In  conjunction  with the sale of the
Savannah  Property,  the Company,  as the master lessee on a Master Lease on the
Savannah Property, canceled the subject Master

                                                           7

<PAGE>



Lease. As a result of the payment of the Wraparound  Note, the Company  realized
net  cash  proceeds  of  approximately  $173,000  and  recorded  a book  gain of
approximately $129,000 in the first quarter of 2000.

On January 13, 2000, a  Wraparound  Note held by the Company on a 43,200  square
foot  single  tenant  commercial  building  located in  Hamilton,  New York (the
"Hamilton Property"),  was paid as a result of the sale of the Hamilton Property
by its owner,  an  affiliate  of the  Company  (the  partnership  that owned the
Hamilton Property),  to an unrelated third party. In connection with the sale of
the Hamilton  Property,  the Company,  as the master lessee on a Master Lease on
the Hamilton Property, canceled the subject Master Lease. Of the gross proceeds,
$774,000  was used to  satisfy  the  underlying  mortgage  debt on the  Hamilton
Property. As a result of the payment of the Wraparound Note and the satisfaction
of the  underlying  mortgage  debt,  the Company  realized net cash  proceeds of
approximately $521,000 and recorded a book gain of approximately $375,000 in the
first quarter of 2000.

On February 3, 2000,  a Wraparound  Note held by the Company on a 43,200  square
foot single tenant commercial building located in Warsaw,  Virginia (the "Warsaw
Property"),  was paid as a  result  of the sale of the  Warsaw  Property  by its
owner,  an  affiliate  of the  Company  (the  partnership  that owned the Warsaw
Property),  to an unrelated  third  party.  In  connection  with the sale of the
Warsaw  Property,  the  Company,  as the master  lessee on a Master Lease on the
Warsaw  Property,  canceled the subject  Master  Lease.  Of the gross  proceeds,
$768,000  was  used to  satisfy  the  underlying  mortgage  debt  on the  Warsaw
Property. As a result of the payment of the Wraparound Note and the satisfaction
of the  underlying  mortgage  debt,  the Company  realized net cash  proceeds of
approximately $519,000 and recorded a book gain of approximately $315,000 in the
first quarter of 2000.

On February 15, 2000, a Wraparound  Note held by the Company on a 91,800  square
foot single tenant commercial building located in Palatka, Florida (the "Palatka
Property"),  was paid as a result  of the sale of the  Palatka  Property  by its
owner,  an  affiliate  of the Company  (the  partnership  that owned the Palatka
Property),  to an unrelated  third  party.  In  connection  with the sale of the
Palatka  Property,  the Company,  as the master  lessee on a Master Lease on the
Palatka  Property,  canceled the subject  Master Lease.  Of the gross  proceeds,
$1,067,000  was used to satisfy  the  underlying  mortgage  debt on the  Palatka
Property. As a result of the payment of the Wraparound Note and the satisfaction
of the  underlying  mortgage  debt,  the Company  realized net cash  proceeds of
approximately $911,000 and recorded a book gain of approximately $631,000 in the
first quarter of 2000.

On February 25, 2000, a Wraparound  Note held by the Company on a 138,954 square
foot shopping center located in Quincy,  Illinois (the "Quincy  Property"),  was
terminated  as a result of a  foreclosure  sale by the bank  (the  holder of the
underlying  debt,  relating to the  underling  property) of the Quincy  Property
executed on its owner, an affiliate of the Company (the  partnership  that owned
the Quincy Property). The Company had previously terminated,  by written notice,
the Master Lease associated with the Quincy Property as of December 31, 1998. As
a result of the  foreclosure  sale by the bank of the  Quincy  Property  and the
termination of the Wraparound Note and the Underlying Debt, the Company recorded
a book gain of  approximately  $1,727,000  in the  first  quarter  of 2000,  but
received no cash proceeds.

2.       Income Taxes

The Company is required by Statement of Financial  Accounting  Standards  (SFAS)
No. 109 to record a deferred tax asset or liability for the basis of an asset or
liability that is temporarily different for financial reporting purposes and tax
reporting  purposes.  Income taxes for interim  periods are  generally  computed
using the  effective  tax rate  estimated to be  applicable  for the full fiscal
year.   The  interim  tax   provision  is  adjusted  for  specific   significant
transactions  which affect  deferred tax assets or liabilities as recorded under
SFAS 109.

                                                           8

<PAGE>



During  2000,  the  Wraparound  Notes held by the Company on the six  properties
previously  described above were satisfied.  Relating to such Wraparound  Notes,
the Company had  previously  recorded  deferred tax assets  which were  realized
through the  provision  for income  taxes.  As a  consequence  of realizing  the
deferred tax assets specifically recorded for these Wraparound Notes, which is a
non-cash tax adjustment,  the Company's  effective tax rate for the period ended
September 30, 2000 is different  from the expected  federal tax rate of 35%, and
the expected rate for the entire year 2000 may also be different.

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

This Quarterly Report on Form 10-Q for the period ended September 30, 2000 filed
by  Milestone  contains or  incorporates  by reference  certain  forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933 and
Section 21E of the  Securities  Exchange Act of 1934 and Milestone  intends that
such forward-looking  statements be subject to the safe harbors created thereby.
Such forward-looking statements involve risks and uncertainties and include, but
are not limited to, statements  regarding future events and its plans, goals and
objectives. Such statements are generally accompanied by words such as "intend,"
"anticipate,"  "believe,"  "estimate,"  "expect" or similar  terms.  Milestone's
actual results may differ  materially from such  statements.  Factors that could
cause  or  contribute  to such  differences  include,  without  limitation,  the
following:  (i) its plans, strategies,  objectives,  expectations and intentions
are subject to change at any time at its discretion;  (ii) general  economic and
business conditions, which may, among other things, affect the demand for retail
space or retails goods,  the availability  and  creditworthiness  of prospective
tenants,  rental terms and the terms and availability of financing,  are subject
to change at any time;  (iii) adverse changes in real estate markets  including,
among other things,  competition with other  companies;  (iv) adverse changes in
the properties  Milestone  owns which could require the  expenditure of funds to
fix  or  maintain  such  properties;  (v)  the  general  risks  of  real  estate
development  and  acquisitions,  such as changes in  demographics,  construction
delays, cost overruns,  work stoppages and slowdowns,  the cost and availability
of  skilled  labor  and  weather  conditions;   (vi)  governmental  actions  and
initiatives,  such as seizures of property,  condemnation  and  construction  of
alternative roadways; (vii) environmental and safety conditions and hazards; and
(viii) other risks and uncertainties  indicated from time to time in Milestone's
filings  with  the  Securities  and  Exchange  Commission  and in the  documents
incorporated   herein  by  reference.   Although  Milestone  believes  that  the
assumptions underlying its forward-looking statements are reasonable, any of the
assumptions  could prove  inaccurate and,  therefore,  Milestone cannot make any
assurances that the results contemplated in such forward-looking statements will
be realized.  The inclusion of such forward- looking  information  should not be
regarded as a  representation  by  Milestone or any other person that the future
events,  plans or  expectations  contemplated  by  Milestone  will be  achieved.
Furthermore,  past  performance  is  not  necessarily  an  indicator  of  future
performance.

The  Company  is  engaged  in  the  business  of  owning,  acquiring,  managing,
developing  and  investing  in  commercial  real estate and real estate  related
assets. See Part I - Financial Information,  Item 1. Financial Statements, Notes
to Consolidated  Financial  Statements,  Note 1.  Acquisition and Disposition of
Real Estate Related Assets.







                                                           9

<PAGE>



Results of Operations

Three Months Ended  September 30, 2000 compared to Three Months Ended  September
30, 1999

For the three months ended  September 30, 2000, the Company  recognized net loss
of  ($316,934),   or  $0.07  per  share  of  common  stock,  basic  and  diluted
computation.  For the  three  months  ended  September  30,  1999,  the  Company
recognized a net loss of $672,341, or $0.16 per share of common stock, basic and
diluted computation.

Total revenues for the three months ended September 30, 2000 were $2,491,822, as
compared to $4,943,530 for the three months ended September 30, 1999, a decrease
of $2,451,708, or 50%, due primarily to the following:

Rent  decreased  $553,510,  or 31%, to  $1,261,814  for the three  months  ended
September  30,  2000 as  compared  to  $1,815,324  for the  three  months  ended
September  30, 1999.  This  decrease is primarily  due to property  sales of the
Underlying Properties subsequent to the third quarter of 1999.

Interest  income  decreased  $423,879,  or 36%, to $748,537 for the three months
ended September 30, 2000 compared to $1,172,416 the three months ended September
30, 1999. This decrease is primarily due to the Company  receiving final payment
during 1999 and 2000 on Wraparound  Notes held by the Company as a result of the
sale of some of the Underlying Properties by their owners.

Gain on sale of real estate and real estate related assets decreased  $1,488,523
to none for the three months ended  September 30, 2000 as compared to $1,488,523
for the three  months  ended  September  30,  1999.  This  decrease is due to no
property sales during the third quarter of 2000 as compared to one property sale
during the quarter ended September 30, 1999.

Total expenses for the three months ended September 30, 2000 were $2,761,523, as
compared to $4,650,885 for the three months ended September 30, 1999, a decrease
of $1,889,362, or 41% due primarily to the following:

Master Lease  expense  decreased  $1,001,629,  or 65%, to $547,588 for the three
months ended  September 30, 2000 as compared to $1,549,217  for the three months
ended  September  30,  1999.  The decrease is due to a decrease in the number of
properties  leased  by the  Company  as a result of the sale of  several  of the
Underlying Properties by their owners.

Interest  expense for the three months ended September 30, 2000 was $637,827,  a
decrease of $277,069, or 30%, from $914,896 for the three months ended September
30, 1999. Such decrease is due to a reduction in the Underlying Debt (related to
Underlying Properties) of the Company resulting from property sales in both 1999
and 2000.

Salaries,  general  and  administrative  expense  for  the  three  months  ended
September 30, 2000 was $622,413,  a decrease of $597,398 or 49%, from $1,219,811
for  the  three  months  ended  September  30,  1999.  The  decrease  is  due to
non-recurring  costs,  some of which are associated  with the sale of several of
the Underlying Properties by their owners.

                                                           10

<PAGE>



Nine Months Ended September 30, 2000 compared to Nine Months Ended September 30,
1999
-------------------------------------------------------------------------------
For the nine months ended September 30, 2000, the Company  recognized net income
of $1,122,908,  or $.26 per share of common stock,  basic  computation.  For the
nine months  ended  September  30,  1999,  the Company  recognized a net loss of
$943,883, or $0.22 per share of common stock, basic computation.

Total revenues for the nine months ended September 30, 2000 were $11,147,860, as
compared to $14,031,777 for the nine months ended September 30, 1999, a decrease
of $2,883,917, or 21%, due primarily to the following:

Rent  decreased  $1,977,175,  or 34%, to  $3,827,615  for the nine months  ended
September 30, 2000 as compared to $5,804,790 for the nine months ended September
30, 1999.  This  decrease is primarily due to property  sales of the  Underlying
Properties subsequent to the second quarter of 1999.

Interest income decreased $1,649,934,  or 42%, to $2,263,853 for the nine months
ended  September 30, 2000 compared to $3,913,787 the nine months ended September
30, 1999. This decrease is primarily due to the Company  receiving final payment
during 1999 and 2000 on Wraparound  Notes held by the Company as a result of the
sale of some of the Underlying Properties by their owners.

Gain on sale of real estate and real estate related assets increased $795,354 to
$  3,557,670  for the nine  months  ended  September  30,  2000 as  compared  to
$2,762,316 for the nine months ended  September 30, 1999. The increase is due to
six property sales for the nine months ended September 30,2000 compared to three
property sales for the same period in 1999.

Total expenses for the nine months ended September 30, 2000 were $9,029,278,  as
compared to $13,810,424 for the nine months ended September 30, 1999, a decrease
of $4,781,146, or 35% due primarily to the following:

Master Lease expense decreased  $3,529,849,  or 68 %, to $1,642,764 for the nine
months ended  September 30, 2000 as compared to  $5,172,613  for the nine months
ended  September  30,  1999.  The decrease is due to a decrease in the number of
properties  leased  by the  Company  as a result of the sale of  several  of the
Underlying Properties by their owners.

Interest expense for the nine months ended September 30, 2000 was $1,972,460,  a
decrease  of  $931,681,  or 32%,  from  $2,904,141  for the  nine  months  ended
September 30, 1999.  Such decrease is due to a reduction in the Underlying  Debt
of the Company resulting from property sales in both 1999 and 2000.

Amounts paid for extensions in connection  with land purchase  contracts,  which
expired  during the nine months ended  September 30, 2000 were  $748,799;  there
were no comparable  expenditures  for the nine months ended  September 30, 1999,
because the recent  investments in certain land ventures  (described  below) had
not expired until periods after September 30, 1999.

Salaries, general and administrative expense for the nine months ended September
30, 2000 was $1,788,398,  a decrease of $866,455 or 33%, from $2,654,853 for the
nine months  ended  September  30, 1999.  The  decrease is due to  non-recurring
costs,  some of which are associated  with the sale of several of the Underlying
Properties by their owners.





                                                           11

<PAGE>



Cash Flows

For the nine months ended  September  30,  2000,  the Company had an increase in
cash and cash  equivalents  of  $352,178,  as compared to a decrease in cash and
cash equivalents of $5,656,663 for the nine months ended September 30, 1999. For
the nine months ended September 30, 2000, cash used in operating  activities was
$2,928,100,  cash provided by investing  activities was $7,395,165 and cash used
in financing  activities was $4,114,887.  The  significant  decrease in cash and
cash  equivalents  for the nine months ended September 30, 1999 is primarily due
to the March 1999 payment of  approximately  $8,949,000  of cash to the exchange
agent in  connection  with the  cancellation  of  Series  A  Preferred  Stock in
accordance with the settlement of the Winston  Actions (the "Winston  Settlement
Agreement").  Also, the Company  generated  cash proceeds  through five property
sales  during the nine  months  ended  September  30,  2000 as compared to three
property sales during the nine months ended September 30, 1999.

Liquidity and Capital Resources

During the fiscal year ended December 31, 1999, the Company  generated cash as a
result of payments received by the Company on its Wraparound Notes, as described
above.  This trend  continued  during 2000. See Part I - Financial  Information,
Item 1. Financial Statements,  Notes to Consolidated Financial Statements,  Note
1. Acquisition and Disposition of Real Estate Related Assets.

The Company had made investments in land ventures ("Ventures"), and the Ventures
previously  assumed  contracts  to purchase  certain  land  parcels in the South
Florida  area.  At  September  30,  2000,  no  deposits  to  purchase  land were
outstanding. No additional capital contributions will be required by the Company
to service the costs  associated  with  extending the  expiration  dates of land
parcel contracts.  The consolidated  financial statements of the Company include
the operating results for the Ventures for the periods ended September 30, 2000.

The  Company's  existing  borrowings  and  the  encumbrances  on the  properties
securing  those  borrowings  may inhibit,  or result in  increased  costs to the
Company in connection with its ability to incur future indebtedness and/or raise
substantial equity capital in the marketplace.

The Company has invested available funds in secure, short-term, interest bearing
investments.  The Company believes that its levels of working capital, liquidity
and  funds  from  operations  are  sufficient  to  support  present  foreseeable
operations.

Other  than  described  herein,  management  is not aware of any  other  trends,
events,  commitments or  uncertainties  that will, or are likely to,  materially
impact the Company's liquidity.

Item 3.        Quantitative and Qualitative Disclosure about Market Risk.

The Company,  in its normal  course of  business,  is  theoretically  exposed to
interest rate changes as they relate to real estate  mortgages and the effect of
such  mortgage  rate  changes  on the  value of real  estate.  However,  for the
Company,  most of its mortgage debt is at fixed rates, is for extended terms, is
not assumable  and would be  unaffected by any sudden change in interest  rates.
The Company's  possible risk is from increases in long-term real estate mortgage
rates that may occur over a decade or more,  as this may  decrease  the  overall
value of real estate.  Since the Company intends to hold its existing  mortgages
to  maturity  (or  until the sale of a  Property),  there is  believed  to be no
interest rate market risk to the Company.


                                                           12

<PAGE>



The Company's cash  equivalents and short-term  investments,  if any,  generally
bear variable interest rates.  Changes in the market rates of interest available
will affect from  time-to-time  the interest  earned by the  Company.  Since the
Company does not rely on its interest  earnings to fund working  capital  needs,
changes in these interest rates will not have an impact on the Company.

                                               PART II - OTHER INFORMATION

Item 1.        Legal Proceedings

For a detailed  description of certain  litigation known as the Winston Actions,
the settlement thereof,  and the commencement of a state court action in Florida
against  certain  insurance  companies  for their  refusal to  contribute to the
aforementioned  settlement,  please see the Company's  Quarterly  Report on Form
10-Q for the quarter ended September 30, 1999 (and the cross-reference therein).

Item 4.        Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Shareholders in Miami, Florida on Friday,
May 26,  2000.  At the Annual  Meeting,  two Class I Directors  were elected for
three-year  terms,  each  expiring in 2003.  The Class I Directors  elected were
Joseph P. Otto and Geoffrey S. Aaronson, both with 3,837,491 votes "for"; 12,562
votes "against";  and 70 "abstain".  Robert A. Mandor, Leonard S. Mandor, Harvey
Shore,  Harvey  Jacobson and Gregory  McMahon are Directors of the Company whose
term of office as a Director  continued  after the  meeting.  In addition to the
election of Class I Directors,  the shareholders  approved the proposal that the
firm of Ahearn, Jasco + Company, P.A., be appointed as the Company's independent
certified  accountants  for the year ending  December 31, 2000,  with  3,838,677
votes "for"; 6,187 votes "against";  and 5,259 "abstain".  No other matters were
brought before or voted on by the Company's shareholders at the Annual Meeting.

Item 5.        Other Information

Milestone's  Board of Directors  determined  not to declare any dividends on the
Series A Preferred  Stock during each of the years ended December 31, 1997, 1998
and 1999 and during the nine months ended  September 30, 2000. The last dividend
declared by Milestone was for the quarter  ended  December 31, 1995 and was paid
on  February  15,  1996 at $0.195  per share of Series A  Preferred  Stock.  Any
decision as to the future  payment of dividends on the Series A Preferred  Stock
will depend on the results of  operations  and the  financial  condition  of the
Company  and such  other  factors  as  Milestone's  Board of  Directors,  in its
discretion,   deems  relevant.  See  Part  I-Financial   Information,   Item  2.
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operation, Liquidity and Capital Resources.

Item 6.        Exhibits and Reports on Form 8-K

         (a)       The following exhibits are included herein:

                   27        Financial  Data  Schedule  Article 5  included  for
                             Electronic Data  Gathering,  Analysis and Retrieval
                             (EDGAR)  purposes  only.  This  Schedule   contains
                             summary  financial  information  extracted from the
                             consolidated   balance   sheets  and   consolidated
                             statements  of revenues and expenses of the Company
                             as of and  for  the  three  month  and  nine  month
                             periods ended  September 30, 2000, and is qualified
                             in its  entirety  by  reference  to such  financial
                             statements.

         (b)       Reports on Form 8-K: None

                                                           13

<PAGE>


                                                       SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) 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.


                                MILESTONE PROPERTIES, INC.
                                (Registrant)



Date:    November 10, 2000      By    /s/ Robert A. Mandor
                                      ------------------------------------------
                                      Robert A. Mandor
                                      President and Chief Financial Officer



Date:    November 10, 2000      By    /s/ Patrick S. Kirse
                                      ------------------------------------------
                                      Patrick S. Kirse
                                      Vice President of Accounting
                                      (Principal Accounting Officer)









                                                           14