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     March 31, 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 May 5, 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
                March 31, 2000 (Unaudited) and December 31, 1999
<TABLE>
<CAPTION>

                                                                         March 31, 2000          December 31, 1999
                                                                         --------------          -----------------
ASSETS
Current Assets:
<S>                                                                 <C>                           <C>
    Cash and cash equivalents                                       $   9,051,562                 $     8,032,257
    Restricted cash                                                       222,000                         222,000
    Restricted cash for settlement                                      1,568,877                       1,614,156
    Loans receivable                                                    1,351,038                       1,370,471
    Accounts receivable                                                   390,645                         567,112
    Accrued interest receivable                                           493,032                       2,694,289
    Due from related party                                                615,848                         762,102
    Prepaid expenses and other                                            761,043                         723,397
    Deposits to purchase land                                              87,500                         700,000
                                                                       ----------------            --------------
         Total current assets                                          14,541,545                      16,685,784

    Property, improvements and equipment, net                          24,702,555                      24,884,220
    Wraparound notes, net                                              11,874,957                      18,641,853
    Deferred income tax asset, net                                      1,344,072                       2,293,167
    Management contract rights, net                                       114,030                         117,875
    Debt financing costs and other, net                                   638,290                         655,393
                                                                       ---------------              --- ----------
         Total assets                                              $   53,215,449                    $ 63,278,292
                                                                       =============                  ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
    Accounts payable and accrued expenses                         $       972,305                   $   2,547,866
    Accrued settlement payable                                          1,568,877                       1,614,156
    Accrued interest payable                                              141,888                         148,173
    Master Lease payable                                                  547,595                       3,916,308
    Current portion of mortgages and notes payable                      1,092,285                       4,203,029
    Income taxes payable                                                   18,405                          20,000
                                                                      -----------                ----------------
         Total current liabilities                                      4,341,355                      12,449,532

    Mortgages and notes payable                                         30,477,244                     33,996,162
                                                                       -----------                   ------------

         Total liabilities                                             34,818,599                      46,445,694
                                                                       -----------                   ------------


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 March 31, 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 March 31, 2000
       and December 31, 1999)                                                 164                            164
    Additional paid in surplus                                         45,340,638                      45,340,638
    Accumulated deficit                                              ( 23,739,345)                    (25,303,597)
    Shares held in treasury - at cost                                  (3,254,043)                     (3,254,043)
                                                                   ---- ------------               ---------------

       Total stockholders' equity                                      18,396,850                      16,832,598
                                                                   ---------------                 --------------

       Total liabilities and stockholders' equity                   $  53,215,449                    $ 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 March 31, 2000 and 1999
<TABLE>
<CAPTION>


                                                                     March 31, 2000            March 31, 1999
                                                                     --------------            --------------

REVENUES
<S>                                                              <C>                         <C>
   Rent                                                          $        1,329,277          $     2,042,097
   Interest income                                                          672,346                1,507,034
   Revenue from management company operations                               120,244                  189,122
   Tenant reimbursements                                                    297,541                  277,554
   Percentage rent                                                           35,792                   55,197
   Gain on sale of real estate and real estate related assets             3,557,670                        0
                                                                      -------------    ---------------------

       Total revenues                                                     6,012,870                4,071,004
                                                                      -------------          ---------------

EXPENSES
   Master Lease expense                                                     547,588                1,955,054
   Interest expense                                                         675,867                1,069,973
   Depreciation and amortization                                            173,457                  191,795
   Salaries, general and administrative                                     620,725                  552,636
   Property expenses                                                        394,266                  449,770
   Expired extensions to land purchase contracts                            748,799                        0
   Expenses for management company operations                               230,198                  176,930
   Professional fees                                                        125,319                  194,019
                                                                      -------------           --------------

       Total expenses                                                     3,516,219                4,590,177
                                                                       ------------             ------------

Income (loss) before income taxes and minority interest                   2,496,651                 (519,173)

Provision (benefit) for income taxes                                        949,095                 (286,116)
                                                                       ------------                 ---------

Net income (loss) before minority interest                                1,547,556                 (233,057)

Minority interest in net loss of consolidated subsidiaries                   16,696                        0
                                                                      -------------        -----------------

Net income (loss) attributable to common stockholders                $    1,564,252          $     ( 233,057)
                                                                       ============            ==============

Income (loss) per common share, basic                           $               .37       $            (0.05)
                                                                  =================          ================

Weighted average common shares outstanding, basic                         4,269,792                4,244,664
                                                                       ============              ===========

Income (loss) per common share, diluted                         $               .36        $           (0.05)
                                                                  =================          ================

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

</TABLE>

          See Accompanying Notes to Consolidated Financial Statements

                                                          2
<PAGE>

                   MILESTONE PROPERTIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (Unaudited)
                    For the Three Months Ended March 31, 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 three months ended
 March 31, 2000
                                                 ----------- ------------ --------------  -----------  ----------  --------------
Balance, March 31, 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 three months ended
 March 31, 2000                                                         1,564,252        1,564,252
                                                  --------------- ---------------  ---------------
Balance, March 31, 2000                              $ 45,340,638  $ (23,739,345)     $ 18,396,850
                                                  =============== ===============  ===============

</TABLE>


        See Accompanying Notes to Consolidated Financial Statements


                                                           3

<PAGE>
                   MILESTONE PROPERTIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
               For the Three Months Ended March 31, 2000 and 1999
<TABLE>
<CAPTION>


                                                                           March 31, 2000            March 31, 1999
                                                                           --------------            --------------
CASH FLOW FROM OPERATING ACTIVITIES
<S>                                                                        <C>                        <C>
   Net income ( loss)                                                      $   1,564,252              $   (233,057)
   Adjustments to reconcile net income (loss) to net cash used in
        operating activities:
   Depreciation and amortization                                                 173,457                   191,795
   Deferred taxes                                                                949,095                  (299,106)
   Gain on sale of real estate related assets                                 (3,557,670)                        0
   Changes in operating assets and liabilities
         Decrease in accounts receivable                                         176,467                   204,167
         Decrease (increase) in due from related party                           146,254                   (40,720)
         Decrease in accrued interest receivable                               2,201,257                 4,042,361
         (Increase) decrease in prepaid expenses and other                       (37,646)                  366,935
         Decrease in deposits to purchase land                                   612,500                         0
         Decrease in accounts payable and accrued expenses                    (1,575,561)               (1,233,489)
         (Decrease) increase in accrued interest payable                          (6,285)                  102,814
         Decrease in Master Lease payable                                     (3,368,713)               (7,072,016)
         Decrease in accrued settlement payable                                  (45,279)                        0
         Decrease in income taxes payable                                         (1,595)                        0
                                                                       ------------------        -----------------

         Net cash used in operating activities                                (2,769,467)               (3,970,316)
                                                                          ---------------               -----------

CASH FLOW FROM INVESTING ACTIVITIES
   Principal repayments on loans receivable                                       19,433                    17,943
   Principal repayments on wraparound notes                                    2,056,721                 3,782,763
   Purchase of leasehold improvements                                            (89,296)                 (178,250)
   Proceeds from realization of real estate related assets                     5,503,279                         0
   Proceeds from redemption of investments in preferred stock                          0                   445,500
                                                                    --------------------               ------------

         Net cash provided by investing activities                             7,490,137                 4,067,956
                                                                            ------------                -----------

CASH FLOW FROM FINANCING ACTIVITIES
   Principal payments on mortgages and notes payable                          (3,746,644)                 (496,079)
   Decrease (increase) in restricted cash                                         45,279                (8,949,036)
                                                                         ---------------                -----------

         Net cash used in financing activities                                (3,701,365)               (9,445,115)
                                                                            -------------               -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                           1,019,305                (9,347,475)

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                                  $    9,051,562             $   2,478,826
                                                                            ============              ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

         Cash paid during the period for interest                        $       682,152            $      967,159
                                                                           =============             ==============


         Cash paid during the period for income taxes                  $           1,595           $        12,990
                                                                          ==============            ===============

</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

                                                         4

<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 March 31,
2000 and 1999 are  unaudited.  The  consolidated  financial  statements  for the
period  ended  March 31,  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 March 31, 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 March 31, 1999, the Company possessed interests
in 35 commercial  real properties  consisting of (i) 10 properties  owned in fee
and (ii) the ownership of wraparound notes and wraparound  mortgages  secured by
25 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,

                                                         5

<PAGE>



canceled the subject Master 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) 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
                                                         6

<PAGE>

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.

During the first quarter of 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 March 31, 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 March 31, 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.



                                                         7

<PAGE>



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 Acquisition and Disposition of Real Estate Related Assets.

Results of Operations

Three Months Ended March 31, 2000 compared to Three Months Ended March 31, 1999

For the three months ended March 31, 2000, the Company  recognized net income of
$1,564,252, or $0.37 per share of common stock, basic computation. For the three
months ended March 31, 1999, the Company  recognized a net loss of $233,057,  or
$0.05 per share of common stock, basic computation.

Total  revenues for the three months  ended March 31, 2000 were  $6,012,870,  as
compared to $4,071,004 for the three months ended March 31, 1999, an increase of
$1,941,866, or 48%, due primarily to the following:

Rent decreased $712,820,  or 35%, to $1,329,277 for the three months ended March
31, 2000 as compared to  $2,042,097  for the three  months ended March 31, 1999.
This  decrease  is  primarily  due to  property  sales  of 15 of the  Underlying
Properties  by their  owners,  i.e.,  the  partnership  that owned the property,
subsequent to the first quarter of 1999 through the first quarter of 2000.

Interest  income  decreased  $834,688,  or 55%, to $672,346 for the three months
ended March 31, 2000  compared to  $1,507,034  the three  months ended March 31,
1999.  This  decrease  is  primarily  due to a decrease  in  interest  income of
approximately  $825,000 as a result of the Company receiving 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 during 1999 and 2000.

Gain on sale of real estate and real estate related assets increased  $3,557,670
for the three months ended March 31, 2000 as compared to no gain or loss on sale
of real estate and real estate related assets for the same period in 1999.  This
increase is due to the property sales of six properties  previously described in
Note 1 to the consolidated financial statements.

Total  expenses for the three months  ended March 31, 2000 were  $3,516,219,  as
compared to $4,590,177  for the three months ended March 31, 1999, a decrease of
$1,073,958, or 23% due primarily to the following:

Master Lease  expense  decreased  $1,407,466,  or 72%, to $547,588 for the three
months ended March 31, 2000 as compared to $1,955,054 for the three months ended
March 31, 1999.  The  decrease is due to a decrease in the number of  properties
leased by the Company as a result of the sale of 15 of the Underlying Properties
by their owners.

Interest  expense for the three  months  ended March 31,  2000 was  $675,867,  a
decrease of $394,106,  or 37%, from  $1,069,973 for the three months ended March
31,  1999.  Such  decrease is due to a reduction in the  Underlying  Debt of the
Company resulting from property sales in both 1999 and 2000.

Expired  extensions to land purchase  contracts for the three months ended March
31, 2000 were  $748,799 as compared to $0 for the three  months  ended March 31,
1999,  because the recent investments in Land Ventures first occurred in periods
after March 31, 1999.

                                                         8

<PAGE>



Cash Flows

For the three months  ended March 31, 2000,  the Company had an increase in cash
and cash  equivalents of $1,019,305,  as compared to a decrease in cash and cash
equivalents  of  $9,347,475  for the three months ended March 31, 1999.  For the
three  months  ended  March 31,  2000,  cash used in  operating  activities  was
$2,769,467,  cash provided by investing  activities was $7,490,137 and cash used
in financing  activities was $3,701,365.  The  significant  decrease in cash and
cash  equivalents  for the three months ended March 31, 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
three  months  ended March 31, 2000 as compared to no property  sales during the
three months ended March 31, 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 quarter of 2000 and may continue
throughout  the year.  See Part I  Acquisition  and  Disposition  of Real Estate
Related Assets.

The Company has made investments in Land Ventures ("Ventures"), and the Ventures
previously  assumed  contracts  to purchase  certain  land  parcels in the South
Florida area. At March 31, 2000,  the Ventures  included  $87,500 of deposits to
purchase  land which were  refunded  to the  Ventures  prior to the date of this
filing. 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 quarter ended March 31, 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.

                                                         9

<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 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 three  months ended March 31,  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  period  ended March
                             31,  2000,  and is  qualified  in its  entirety  by
                             reference to such financial statements.

         (b)       Reports on Form 8-K:  There were no reports filed on Form 8-K
                   during the first quarter of 2000.



                                                        10

<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 March 31, 2000, and
the related  consolidated  statements  of revenues and  expenses,  stockholders'
equity,  and cash flows for the three month period 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 March 31, 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
May 5, 2000

                                                        11

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



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



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