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     June 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 August 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
<TABLE>
<CAPTION>

                                     MILESTONE PROPERTIES, INC. AND SUBSIDIARIES
                                             CONSOLIDATED BALANCE SHEETS
                                   June 30, 2000 (Unaudited) and December 31, 1999

                                                                       June 30,2000        December 31, 1999
ASSETS
Current Assets:
<S>                                                               <C>                       <C>
    Cash and cash equivalents                                     $     8,777,117           $     8,032,257
    Restricted cash                                                       222,000                   222,000
    Restricted cash for settlement                                      1,544,763                 1,614,156
    Loans receivable                                                    1,331,214                 1,370,471
    Accounts receivable                                                   491,747                   567,112
    Accrued interest receivable                                         1,033,501                 2,694,289
    Due from related party                                                639,796                   762,102
    Prepaid expenses and other                                            730,449                   723,397
    Deposits to purchase land                                                   0                   700,000
                                                                -----------------         -----------------
         Total current assets                                          14,770,587                16,685,784

    Property, improvements and equipment, net                          24,591,215                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                                       110,185                   117,875
    Debt financing costs, net                                             604,865                   655,393
                                                                     ------------           ---------------
         Total assets                                             $    53,332,187              $ 63,278,292
                                                                       ==========              ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
    Accounts payable and accrued expenses                        $        947,134             $   2,547,866
    Accrued settlement payable                                          1,544,763                 1,614,156
    Accrued interest payable                                              124,992                   148,173
    Master Lease payable                                                1,095,184                 3,916,308
    Current portion of mortgages and notes payable                      1,126,004                 4,203,029
    Income taxes payable                                                    3,405                    20,000
                                                                -----------------             -------------
         Total current liabilities                                      4,841,482                12,449,532

    Mortgages and notes payable                                        30,218,264                33,996,162
                                                                    -------------              ------------

         Total liabilities                                             35,059,746                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 June 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 June 30, 2000
       and December 31, 1999)                                                 164                       164
    Additional paid in surplus                                         45,340,638                45,340,638
    Accumulated deficit                                               (23,863,754)              (25,303,597)
    Shares held in treasury - at cost                                  (3,254,043)               (3,254,043)
                                                                   --- -----------           ---------------

       Total stockholders' equity                                      18,272,441                16,832,598
                                                                  ---------------            --------------

       Total liabilities and stockholders' equity              $       53,332,187              $ 63,278,292
                                                                   ==============              ============

                             See Accompanying Notes to Consolidated Financial Statements

                                                          1
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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



                                                                      June 30, 2000             June 30, 1999
                                                                      -------------             -------------

REVENUES
<S>                                                              <C>                         <C>
   Rent                                                          $       1,236,524           $     1,947,369
   Interest income                                                         842,970                 1,234,337
   Revenue from management company operations                              212,004                   180,599
   Tenant reimbursements                                                   259,739                   257,896
   Percentage rent                                                          91,931                   123,249
   Gain on sale of real estate and real estate related assets                    0                 1,273,793
                                                                ------------------           ---------------

       Total revenues                                                    2,643,168                 5,017,243
                                                                      ------------           ---------------

EXPENSES
   Master Lease expense                                                    547,588                 1,668,342
   Interest expense                                                        658,766                   919,272
   Depreciation and amortization                                           204,758                   191,126
   Salaries, general and administrative                                    545,260                   882,406
   Property expenses                                                       498,643                   492,594
   Expenses for management company operations                              202,372                   267,469
   Professional fees                                                        94,148                   148,153
                                                                     -------------             --------------

       Total expenses                                                    2,751,535                 4,569,362
                                                                       -----------              ------------

(Loss) income before income taxes and minority interest                   (108,367)                  447,881

Provision  for income taxes                                                 17,406                   486,366
                                                                      ------------                   -------

Net loss before minority interest                                         (125,773)                  (38,485)

Minority interest in net loss of consolidated subsidiaries                  1,364                          0
                                                                     ------------          -----------------

Net loss attributable to common stockholders                          $   (124,409)         $       ( 38,485)
                                                                        ===========             =============

Loss per common share, basic and diluted                          $           (.03)       $            (0.01)
                                                                    ===============          ================

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







                             See Accompanying Notes to Consolidated Financial Statements

</TABLE>







                                                          2

<PAGE>

<TABLE>
<CAPTION>

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



                                                                      June 30, 2000             June 30, 1999
                                                                      -------------             -------------

REVENUES
<S>                                                               <C>                        <C>
   Rent                                                           $       2,565,801          $     3,989,466
   Interest income                                                        1,515,316                2,741,371
   Revenue from management company operations                               332,248                  369,721
   Tenant reimbursements                                                    557,280                  535,450
   Percentage rent                                                          127,723                  178,446
   Gain on sale of real estate and real estate related assets             3,557,670                1,273,793
                                                                       ------------          ---------------

       Total revenues                                                     8,656,038                9,088,247
                                                                       ------------          ---------------

EXPENSES
   Master Lease expense                                                   1,095,176                3,623,396
   Interest expense                                                       1,334,633                1,989,245
   Depreciation and amortization                                            378,212                  382,921
   Salaries, general and administrative                                   1,165,985                1,435,042
   Property expenses                                                        892,912                  942,364
   Expired extensions to land purchase contracts                            748,799                        0
   Expenses for management company operations                               432,570                  444,399
   Professional fees                                                        219,467                  342,172
                                                                      -------------            --------------

       Total expenses                                                     6,267,754                9,159,539
                                                                       ------------             ------------

Income (loss) before income taxes and minority interest                   2,388,284                  (71,292)

Provision for income taxes                                                  966,501                   200,250
                                                                      -------------                   -------

Net income (loss) before minority interest                                1,421,783                 (271,542)

Minority interest in net loss of consolidated subsidiaries                   18,060                        0
                                                                     --------------        -----------------

Net income (loss) attributable to common stockholders                $    1,439,843          $     ( 271,542)
                                                                       ============              ============

Income (loss) per common share, basic                           $               .34       $            (0.06)
                                                                  =================          ================

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

Income (loss) per common share, diluted                         $               .33        $           (0.06)
                                                                  =================          ================

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





                             See Accompanying Notes to Consolidated Financial Statements

</TABLE>

                                                          3

<PAGE>
<TABLE>
<CAPTION>

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




                                                       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 six months ended June 30, 2000
Balance, June 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 six months ended June 30, 2000                        1,439,843            1,439,843
Balance, June 30, 2000                                $ 45,340,638 $ ( 23,863,754)         $ 18,272,441
                                                   =============== ===============  ===================



                                 See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                                                              4

<PAGE>


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


                                                                            June 30, 2000             June 30, 1999
                                                                            -------------             -------------
CASH FLOW FROM OPERATING ACTIVITIES
<S>                                                                    <C>                            <C>
   Net income ( loss)                                                  $       1,439,843              $   (271,542)
   Adjustments to reconcile net income (loss) to net cash used in
        operating activities:
   Depreciation and amortization                                                 378,212                   382,921
   Deferred income tax                                                           949,095                   200,250
   Gain on sale of real estate related assets                                 (3,557,670)               (1,273,793)
   Changes in operating assets and liabilities
         Decrease in accounts receivable                                          75,365                   136,611
         Decrease in due from related party                                      122,306                    56,213
         Decrease in accrued interest receivable                               1,660,788                 3,136,348
         (Increase) decrease in prepaid expenses and other                        (7,052)                  198,813
         Decrease in deposits to purchase land                                   700,000                         0
         Decrease in accounts payable and accrued expenses                    (1,600,732)               (1,345,636)
         (Decrease) increase in accrued interest payable                        ( 23,181)                    4,568
         Decrease in Master Lease payable                                     (2,821,124)               (5,621,291)
         Decrease in accrued settlement payable                                  (69,393)               (7,189,818)
         Decrease in income taxes payable                                        (16,595)                        0
                                                                        -----------------        -----------------

         Net cash used in operating activities                                (2,770,138)              (11,586,356)
                                                                          ---------------              ------------
CASH FLOW FROM INVESTING ACTIVITIES
   Principal repayments on loans receivable                                       39,257                    36,248
   Principal repayments on wraparound notes                                    2,056,721                 3,782,763
   Investment in affiliate                                                             0                  (457,469)
   Purchase of leasehold improvements                                           (145,444)                 (243,021)
   Proceeds from realization of real estate related assets, net                5,466,975                 6,482,635
   Proceeds from redemption of investments in preferred stock                          0                   445,500
                                                                  ----------------------             --------------

         Net cash provided by investing activities                             7,417,509                10,046,656
                                                                        ----------------               ------------

CASH FLOW FROM FINANCING ACTIVITIES
   Proceeds from mortgages and notes payable                                           0                 1,750,000
   Principal payments on mortgages and notes payable                          (3,971,904)               (3,598,058)
   Decrease (increase) in restricted cash                                         69,393                (1,759,218)
                                                                     -------------------                -----------

         Net cash used in financing activities                                (3,902,511)               (3,607,276)
                                                                        -----------------             -------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                             744,860                (5,146,976)

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                             $         8,777,117          $      6,679,325
                                                                       =================           ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

         Cash paid during the period for interest                    $         1,357,814          $      1,984,677
                                                                       =================           ================

         Cash paid during the period for income taxes              $              34,001         $          73,425
                                                                      ==================          =================


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
</TABLE>

                                                           5

<PAGE>









                                            INDEPENDENT ACCOUNTANTS' REPORT



To the Board of Directors and Stockholders of
Milestone Properties, Inc.

We have  reviewed  the  accompanying  consolidated  balance  sheet of  Milestone
Properties,  Inc. and its subsidiaries  (the "Company") as of June 30, 2000, and
the related  consolidated  statements  of revenues and  expenses,  stockholders'
equity,  and cash flows for the three  month and six 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 June 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
August 7, 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 June 30, 2000
and 1999 are unaudited.  The consolidated  financial  statements for the periods
ended June 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 June 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 June 30, 1999, the Company possessed interests
in 33 commercial  real properties  consisting of (i) 10 properties  owned in fee
and (ii) the ownership of wraparound notes and wraparound  mortgages  secured by
23 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 the first half of the year 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 June 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 June 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 June 30, 2000 compared to Three Months Ended June 30, 1999

For the three  months ended June 30, 2000,  the Company  recognized  net loss of
$124,409,  or $0.03 per share of common stock, basic computation.  For the three
months ended June 30,  1999,  the Company  recognized a net loss of $38,485,  or
$0.01 per share of common stock, basic computation.

Total  revenues  for the three months  ended June 30, 2000 were  $2,643,168,  as
compared to  $5,017,243  for the three months ended June 30, 1999, a decrease of
$2,374,075, or 47%, due primarily to the following:

Rent decreased  $710,845,  or 37%, to $1,236,524 for the three months ended June
30, 2000 as compared to  $1,947,369  for the three  months  ended June 30, 1999.
This decrease is primarily due to property  sales of the  underlying  properties
subsequent to the second quarter of 1999.

Interest  income  decreased  $391,367,  or 32%, to $842,970 for the three months
ended June 30, 2000 compared to  $1,234,337  for the three months ended June 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  $1,273,793
to none for the three months ended June 30, 2000 as compared to  $1,273,793  for
the three months ended June 30, 1999.  This decrease is due to no property sales
during the second  quarter of 2000 as compared to two property  sales during the
quarter ended June 30, 1999.

Total  expenses  for the three months  ended June 30, 2000 were  $2,751,535,  as
compared to  $4,569,362  for the three months ended June 30, 1999, a decrease of
$1,817,827, or 40% due primarily to the following:

Master Lease  expense  decreased  $1,120,754,  or 67%, to $547,588 for the three
months ended June 30, 2000 as compared to $1,668,342  for the three months ended
June 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 June 30,  2000 was  $658,766,  a
decrease of $260,506,  or 28%, from $919,272 for the three months ended June 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 June 30,
2000 was  $545,260,  a decrease of $337,146 or 38%,  from $882,406 for the three
months  ended  June  30,  1999.  The  decrease  is  due to  non-recurring  costs
associated  with the  sale of  several  of the  underlying  properties  by their
owners.

                                                           10

<PAGE>



Six  Months Ended June 30, 2000 compared to Six Months Ended June 30, 1999
--------------------------------------------------------------------------

For the six months ended June 30,  2000,  the Company  recognized  net income of
$1,439,843,  or $0.34 per share of common stock, basic computation.  For the six
months ended June 30, 1999,  the Company  recognized a net loss of $271,542,  or
$0.06 per share of common stock, basic computation.

Total  revenues  for the six months  ended  June 30,  2000 were  $8,656,038,  as
compared to  $9,088,247  for the six months  ended June 30,  1999, a decrease of
$432,209, or 5%, due primarily to the following:

Rent decreased  $1,423,665,  or 36%, to $2,565,801 for the six months ended June
30, 2000 as compared to $3,989,466 for the six months ended June 30, 1999.  This
decrease  is  primarily  due to  property  sales  of the  underlying  properties
subsequent to the second quarter of 1999.

Interest income decreased  $1,226,055,  or 45%, to $1,515,316 for the six months
ended June 30, 2000 compared to  $2,741,371  the six months ended June 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  $2,283,877
to  $3,557,670  for the six months ended June 30, 2000 as compared to $1,273,793
for the six months  ended June 30,  1999.  The  increase is due to six  property
sales for the six months ended June 30,2000  compared to two property  sales for
the same period in 1999.

Total  expenses  for the six months  ended  June 30,  2000 were  $6,267,754,  as
compared to  $9,159,539  for the six months  ended June 30,  1999, a decrease of
$2,891,785, or 32% due primarily to the following:

Master Lease expense  decreased  $2,528,220,  or 70%, to $1,095,176  for the six
months  ended June 30, 2000 as compared to  $3,623,396  for the six months ended
June 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 six months  ended  June 30,  2000 was  $1,334,633,  a
decrease of $654,612,  or 33%, from $1,989,245 for the six months ended June 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 six months ended June 30, 2000 were  $748,799;  there were no
comparable  expenditures  for the six months  ended June 30,  1999,  because the
recent  investments in certain land ventures  (described  below) had not expired
until periods after June 30, 1999.












                                                           11

<PAGE>



Cash Flows

For the six months ended June 30, 2000,  the Company had an increase in cash and
cash  equivalents  of  $744,860,  as  compared  to a  decrease  in cash and cash
equivalents  of $5,146,976  for the six months ended June 30, 1999.  For the six
months ended June 30, 2000,  cash used in operating  activities was  $2,770,138,
cash provided by investing  activities was $7,417,509 and cash used in financing
activities was $3,902,511. The significant decrease in cash and cash equivalents
for the six  months  ended  June 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 six
months  ended June 30,  2000 as compared to two  property  sales  during the six
months ended June 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  the first  half of 2000 and may  continue
throughout  the year.  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 June 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 June 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 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 June 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 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".  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. 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 six  months  ended  June 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 six month periods
                             ended  June  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:    August 9, 2000         By    /s/ Robert A. Mandor
                                      -----------------------------------------
                                      Robert A. Mandor
                                      President and Chief Financial Officer



Date:    August 9, 2000         By    /s/ Patrick S. Kirse
                                      -----------------------------------------
                                      Patrick S. Kirse
                                      Vice President of Accounting
                                      (Principal Accounting Officer)









                                                           14