UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549

                             FORM 10-Q

(Mark One)

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended September 30, 1996 or

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from         to

Commission file number                          0-19628
                                                -------

                         The Price REIT, Inc.
                         --------------------
         (Exact name of Registrant as specified in its Charter)

          Maryland                                52-1746059
         ---------                                -----------
(State or other jurisdiction           (IRS Employer Identification No.)
 of incorporation or organization)


7979 Ivanhoe Avenue, La Jolla, California                92037
-----------------------------------------              ----------
(Address of principal executive offices)               (Zip Code)


                             (619)551-2320
                             -------------
             (Registrant's telephone number, including area code)

                                  N/A
(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
                                       ---     --

Number of shares of the Registrant's common stock outstanding at September 30,
1996: 9,061,464.
     -----------









                    The Price REIT, Inc.
                         Form 10-Q

                           Index

PART I - FINANCIAL INFORMATION                               PAGE

Item 1: Financial Statements

    Condensed Consolidated Balance Sheets of The Price REIT,
    Inc. as of September 30, 1996 and December 31, 1995         3

    Condensed Consolidated Statements of Income of The Price
    REIT, Inc. for the three months and nine months ended
    September 30, 1996 and September 30, 1995                   4

    Condensed Consolidated Statements of Cash Flows of
    The Price REIT, Inc. for the nine months ended September
    30, 1996 and September 30, 1995                             5

    Notes to Condensed Consolidated Financial Statements     6-12

Item 2:  Management's Discussion and Analysis of
         Financial Condition and Results of Operations      13-21


PART II - OTHER INFORMATION

Item 6:  Exhibits and Reports on Form 8-K                      22

Signatures                                                     23

Independent Accountants' Review Report                         24













PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements
-----------------------------
                                The Price REIT, Inc.

                        Condensed Consolidated Balance Sheets

                                                      (Unaudited)
                                                      September 30, December 31,
                                                            1996         1995
                                                         ---------    ---------
ASSETS                                                     (In Thousands)

  Rental property, net                                   $358,740     $351,585
  Investment in joint venture-Centrepoint Associates       17,451       17,568
  Investment in joint venture-Hayden Plaza                  1,742            -
  Cash and cash equivalents                                 1,284        1,241
  Deferred rent receivable                                  7,993        6,219
  Rent receivable and other assets                          5,550        5,184
  Advances to Smithtown Venture                             4,624          247
  Investment in Development Company                           434          434
                                                         ---------    ---------
  Total assets                                           $397,818     $382,478
                                                         =========    =========

LIABILITIES & STOCKHOLDERS' EQUITY

LIABILITIES
  Accounts payable and accrued liabilities                  1,688        1,459
  Security deposits                                           583          548
  Accrued interest payable                                  3,185        1,401
  Senior Notes payable                                     99,199       99,082
  Unsecured line of credit                                 52,000       56,000
  Secured note payable                                      2,750        2,750
                                                         ---------    ---------
  Total liabilities                                       159,405      161,240

STOCKHOLDERS' EQUITY

Preferred stock, $.01 par value; 2,000,000 shares
  authorized, no shares issued or outstanding                   -            -
Common stock, $.01 par value, 25,000,000 shares
  authorized:
  Series A Common Stock, $.01 par value per share:
    44,986 shares designated,
    0 and 44,546 shares issued and outstanding,
    convertible 1 for 1 to Common Stock                         -            1
  Common Stock, $.01 par value per share:
    10,000,000 shares designated,
    9,061,464 and 8,256,302 shares issued and
    outstanding                                                91           82
Additional paid-in capital                                259,248      236,365
Accumulated deficit                                       (20,926)     (15,210)
                                                         ---------    ---------
Total stockholders' equity                                238,413      221,238
                                                         ---------    ---------
Total liabilities and stockholders' equity               $397,818     $382,478
                                                         =========    =========
See accompanying notes.


                                 The Price REIT, Inc.

                      Condensed Consolidated Statements of Income
                                     (Unaudited)



                                       Three months ended  Nine months ended
                                          September 30,      September 30,
                                          1996     1995      1996     1995
                                        -------  -------   -------  -------
                                     (In Thousands, except per share amounts)
REVENUE
  Rental income                         $12,620   $9,799   $37,453  $29,205
  Management fees                           270      269       809      787
  Equity in earnings of joint venture-
    Centrepoint Associates                  354      400     1,048    1,212
  Equity in earnings of joint venture-
    Hayden Plaza                             57        -       101        -
  Interest and other income                  61      111       265      294
                                        -------  -------   -------  -------
  Total revenue                          13,362   10,579    39,676   31,498
                                        -------  -------   -------  -------

EXPENSES
  Rental operations, maintenance and
    management                            1,037      735     3,300    2,150
  Real estate taxes                       1,311      961     3,755    2,882
  General and administrative                824      768     2,485    2,323
  Depreciation                            3,031    2,427     8,823    7,150
  Interest                                3,056    1,606     9,017    4,811
                                        -------  -------   -------  -------
  Total expenses                          9,259    6,497    27,380   19,316
                                        -------  -------   -------  -------

NET INCOME                               $4,103   $4,082   $12,296  $12,182
                                        =======  =======   =======  =======

PER SHARE DATA

  Net income per share                    $0.48    $0.49     $1.47    $1.48
                                          -----    -----     -----    -----

  Dividends paid per share                $0.70    $0.67     $2.10    $1.99
                                          -----    -----     -----    -----
  Weighted average number of shares
    outstanding                           8,505    8,282     8,392    8,248
                                          -----    -----     -----    -----





See accompanying notes.





                                 The Price REIT, Inc.
                   Condensed Consolidated Statements of Cash Flows
                For the Nine Months Ended September 30, 1996 and 1995
                                     (Unaudited)
                                                           1996      1995
                                                         --------  --------
                                                           (In Thousands)
OPERATING ACTIVITIES
Net income                                               $12,296   $12,182
Adjustments to reconcile net income to net
cash provided by operating activities:
  Depreciation                                             8,823     7,296
  Amortization of deferred loan fees                         395        -
  Amortization of debt discount                              117        -
  Equity in earnings of joint venture-Centrepoint Assoc.  (1,048)   (1,212)
  Equity in earnings of joint venture-Hayden Plaza          (101)       -
  Deferred rent                                           (1,774)   (1,377)
  Changes in operating assets and liabilities:
  Increase in rent receivable and other assets              (915)   (1,132)
  Increase in accounts payable and accrued liabilities       228       683
  Increase (decrease) in security deposits                    35       (12)
  Increase (decrease) in interest payable                  1,784       (46)
                                                         --------  --------
Net cash provided by operating activities                 19,840    16,382

INVESTING ACTIVITIES
Additions to rental property                             (15,780)  (10,927)
Investment in joint venture-Centrepoint Associates          (233)   (1,045)
Distributions from joint venture-Centrepoint Assoc.        1,355     1,235
Investment in joint venture-Hayden Plaza                  (1,729)       -
Distributions from joint venture-Hayden Plaza                 88        -
Advances to Smithtown Venture                             (4,377)       -
                                                         --------  --------
Net cash used in investing activities                    (20,676)  (10,737)

FINANCING ACTIVITIES
Proceeds from unsecured line of credit                    22,000    12,000
Repayment of unsecured line of credit                    (26,000)   (5,000)
Proceeds from issuance of Common Stock                    23,598       857
Issuance costs                                            (1,381)       -
Dividends paid, net of dividends reinvested              (17,338)  (15,345)
                                                         --------  --------
Net cash provided by (used in) financing activities          879    (7,488)
                                                         --------  --------

Increase (decrease) in cash and cash equivalents              43    (1,843)
Cash and cash equivalents at beginning of the period       1,241     2,093
                                                         --------  --------
Cash and cash equivalents at end of period                $1,284      $250
                                                         ========  ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest                  $6,963    $5,038
                                                         ========  ========
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING
ACTIVITIES:
Additional Common Stock issued in accordance with
the dividend reinvestment plan                              $673    $1,049
                                                         ========  ========
See accompanying notes.



                    The Price REIT, Inc.

    Notes to Condensed Consolidated Financial Statements
                      September 30, 1996
                         (Unaudited)


NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of The
Price REIT, Inc. (the "Company") for the nine months ended September 30, 1996
and 1995 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 considered necessary for a fair presentation have been included and
all such adjustments are of a normal recurring nature. For further information,
refer to the consolidated financial statements and accompanying footnotes
included in the Company's annual report on Form 10-K for the year ended December
31, 1995.

The preparation of the Company's financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the financial
statement date and the reported amounts of revenue and expenses during the
reporting period. Due to uncertainties inherent in the estimation process, it is
reasonably possible that actual results could differ from these estimates.


NOTE 2 - PROPERTY ACQUISITIONS

PURCHASE OF SHOPPING CENTERS

On November 17, 1995, the Company acquired a 426,097 square foot shopping center
located in Webster, Texas (Houston area) for $25.7 million. As of September 30,
1996,  the 40 acre shopping center (the "Center") was 100% leased.  The Center's
anchor tenants, which occupy approximately 345,000 square feet of space, include
Bed, Bath & Beyond, Best Buy, Builder's Square, Oshman's Super Sport, Sears
Homelife, Stein Mart and Sony Theatres. The Company financed this acquisition
with borrowings of $18 million under its unsecured line of credit ("Line of
Credit") and $7.7 million of operating cash.

On January 29, 1996, the Company purchased a 9.7 acre parcel of undeveloped land
that is adjacent and contiguous to the Webster, Texas Center for $1.25 million.
The Company intends to use such land for expansion of the Center and development
for new tenants. The Company financed this acquisition with operating cash.

On December 27, 1995, the Company acquired a 278,825 square foot shopping center
located in La Mirada, California for $25.8 million. As of September 30, 1996,
the 31-acre shopping center was 94.9% leased and was anchored by the U.S. Post
Office, Toys `R' Us, L.A. Fitness, Krikorian Theatres, Sav-on Drugs, Petco and
Chuck E. Cheese which, in the aggregate, occupy approximately 164,400 square
feet of space. The shopping center also includes a Lucky Supermarket and the La
Mirada Theatre Center (a local performing arts theater) which are separately
owned. The Company financed this acquisition entirely with borrowings under its
Line of Credit.

On December 29, 1995, the Company acquired a 171,850 square foot shopping center
located in Oxnard, California for $10.3 million. As of September 30, 1996, the
14-acre shopping center was 100% leased and was anchored and solely occupied by
Target, Ralph's (Food-4-Less) and 24 Hour Fitness (formerly Family Fitness). The
Company financed this acquisition with borrowings of $7 million under its Line
of Credit and $3.3 million of operating cash.

In July 1996, the Company acquired a 15-acre shopping center in Mesquite, Texas
(Dallas area) at a combined cost of approximately $12.7 million. The shopping
center was 100% leased and is anchored by Best Buy, Sears Homelife, PetsMart,
and General Cinema. The center is also anchored by Home Depot, which owns its
own parcel. The shopping center was comprised of two parcels which were
separately owned. One parcel which contained 156,697 square feet of leasable
area was acquired from Town East Centre Joint Venture on July 3, 1996 at a cost
of $8.9 million. The other parcel which contained 52,882 square feet of leasable
area was acquired from MGC Joint Venture on July 10, 1996 at a cost of $3.8
million. The Company financed this acquisition entirely with borrowings under
its Line of Credit.

HAYDEN PLAZA NORTH JOINT VENTURE ACQUISITION

On April 23, 1996, the Company formed a partnership (the "Partnership") with
Kimco Realty Corporation ("Kimco"), a major New York-based retail real estate
investment trust, to purchase a shopping center in Phoenix, Arizona at a cost of
$3,490,000. The acquisition was completed by the Partnership on May 3, 1996. The
13-acre shopping center has approximately 190,575 square feet of leasable area.
As of September 30, 1996, the shopping center was 91.7% leased and is anchored
by Home Depot. The Company holds a 50% interest in the Partnership and Kimco
holds the remaining 50% interest. The Partnership intends to renovate the
shopping center and continue leasing the vacant space. The Company's 50% share
of the acquisition cost was funded by borrowings of $1 million under the Line of
Credit and $750,000 of operating cash. The operations of the partnership are
accounted for under the equity method of accounting.

CENTREPOINT ASSOCIATES JOINT VENTURE ACQUISITIONS

On December 28, 1995, Centrepoint Associates (the "Joint Venture"), a
partnership in which the Company owns a 50% interest, acquired from Suncor
Development ("Suncor") an 85,000 square foot existing shopping center in
Glendale (Talavi), Arizona and a parcel of vacant land for future development in
Goodyear, Arizona. Suncor, which also owns a 50% interest in the Joint Venture,
was previously the sole owner of both the properties sold to the Joint Venture.
The existing 12-acre shopping center containing 85,000 square feet in Glendale,
Arizona (the "Center") was purchased for $6.7 million. As of September 30, 1996,
the Center was 100% leased. The Center's anchor tenants, which occupy
approximately 58,000 square feet of space, include Sears Homelife and Michael's.
The Center is also anchored by Wal-Mart and Sports and Recreation which own
their own respective parcels.  The Center has two future development pads, of
which one was recently leased to Tutor Time Child Care Systems, Inc. A build-to-
suit 9,000 square foot building will be constructed and operational by mid 1997.
The remaining vacant pad which can accommodate up to 10,000 square feet of
leasable space is currently being marketed to prospective tenants. The vacant
land parcel, consisting of approximately 40 acres, is located in Goodyear,
Arizona, and was acquired for approximately $4.2 million. The Joint Venture
currently anticipates the development of the parcel into a 370,000 square foot
retail power center within the next two years.

The Joint Venture's combined cost of these two acquisitions totaling
approximately $11 million was financed by the proceeds of a $10.5 million
secured credit line obtained from Wells Fargo Bank ("Wells Fargo Line") and
capital contributions of approximately $210,000 from the Company and $210,000
from Suncor. The Wells Fargo Line is secured by the first phase of the Tempe,
Arizona power center which contains 236,000 square feet and is owned by the
Joint Venture. The interest on the Wells Fargo Line  is payable monthly and is
based on the London Interbank Offered Rate ("LIBOR") plus 150 basis points ("the
Margin"). The Joint Venture may elect to fix the interest rate for periods of
one month or multiples of one month up to a maximum of one year at the
corresponding LIBOR rate plus the Margin. The Wells Fargo Line matures on
December 27, 1997. The Joint Venture anticipates that construction and
development costs to complete the Goodyear and Glendale properties will be
financed by a secured line of credit similar to the Wells Fargo Line or an
expansion of the existing loan which will be secured by the second phase of the
Tempe, Arizona power center.  The operations of the Joint Venture are accounted
for under the equity method of accounting.

SMITHTOWN JOINT VENTURE

K & F  Development Company (the "Development Company"), an affiliated company of
which the Company owns 100% of the outstanding preferred stock, has formed a
joint venture ("Smithtown Venture") with King Kullen Grocery Co., Inc. ("King
Kullen"), a major Long Island, New York grocery chain, to develop a power center
in the Commack area of Long Island, New York. It is anticipated that the power
center will contain an aggregate of 270,000 leasable square feet of space and
will include a 60,000 square foot King Kullen supermarket and several other
retail anchor tenants. The Development Company will hold an ownership interest
of approximately 80% in the joint venture and King Kullen will hold the
remaining interest of approximately 20%. The property is subject to a 49 year
ground lease with four ten year options. The development was rezoned in February
1996 and is subject to site plan contingencies. The Company will purchase the
Development Company's approximate 80% interest in the joint venture.
Construction on this property has commenced in July 1996 and the shopping center
is scheduled to open by summer 1997. Construction and development costs will be
funded by borrowings under the Company's Line of Credit, operating funds to the
extent such funds are available, and joint venture financing.

NOTE 3 - NOTES PAYABLE

SECURED NOTE PAYABLE

The secured note payable bears interest at 6.25% per annum and is secured by the
shopping center in North Phoenix, Arizona. The note provides for monthly
payments of interest only with all principal due in December 1996.

SENIOR NOTES PAYABLE

On August 15, 1995, the Company filed a shelf registration statement (the "Shelf
Registration Statement") with the Securities and Exchange Commission for up to
$175 million of debt securities, preferred stock, common stock and warrants.

On November 1, 1995, the Company completed an underwritten public offering (the
"Offering") of $100 million aggregate principal amount of the Company's Senior
Notes due November 1, 2000 at an interest rate of 7.25% pursuant to the Shelf
Registration Statement. The 7.25% Senior Notes were priced at an aggregate of
$99,050,000. The Company used $91,000,000 of the net proceeds from the Offering
to repay indebtedness then outstanding under the Company's Line of Credit and
the remaining net proceeds were used for general corporate purposes. The Senior
Notes provide for semi-annual payment of interest only due on May 1 and November
1 of each year until the maturity date of November 1, 2000 at which time the
aggregate principal is due.

UNSECURED LINE OF CREDIT

On November 1, 1995, the Company modified its $100 million Line of Credit,
substituting one of the three banks in the original lending group with Morgan
Guaranty Trust Company of New York as lead agent.  Concurrently with completion
of the Offering and the repayment of the Line of Credit, certain other
modifications were made to the Line of Credit including, among other things, (i)
incorporation of certain additional financial covenants and conditions into the
loan agreement and documentation, (ii) a reduction of the initial borrowing
capacity to $75 million, (iii) a modification of the interest rate payable on
borrowings outstanding to LIBOR plus 1.4% and (iv) an extension of the initial
maturity to October 1997, with an option to extend for an additional year upon
satisfaction of certain conditions.

The effective rates of interest at September 30, 1996 of the various borrowings
under the Line of Credit ranged from 6.8375% to 6.9000%.  Interest on the
outstanding balances of the Line of Credit is payable periodically, but at least
quarterly.

The agreement requires the Company to maintain certain minimum net operating
income and net worth levels, as defined, and provides that the Company will not
pay dividends in excess of 95% of its annual net income plus depreciation.  The
Company is required to pay a commitment fee ranging from .25% to .375% per annum
of the unused portion of the Line of Credit.

The Company typically funds short-term financing for its acquisition and
development activities through its $75 million Line of Credit. On July 2, 1996,
the Company borrowed $13 million to fund the acquisition of the Mesquite, Texas
property. On September 13, 1996, the Company used the net proceeds from the sale
of Common Stock to repay $18 million of indebtedness under the Line of Credit.
At September 30, 1996, the outstanding balance of the borrowing under the Line
of Credit was $52 million.

NOTE 4 - COMMON STOCK

On September 9, 1996, the Company issued and sold 690,000 shares of Common Stock
(the "Equity Offering") at a price to the public of $32.125 per share pursuant
to the Shelf Registration Statement. The Company used the net proceeds of
approximately $21 million for repayment of indebtedness under the Company's Line
of Credit and for general corporate purposes.

NOTE 5 - NET INCOME PER SHARE

Net income per share was calculated by dividing net income by the weighted
average number of shares outstanding. The assumed exercise of outstanding stock
options, using the treasury stock method, is not materially dilutive to the
earnings per share computation.

NOTE 6 - SUBSEQUENT EVENTS

Credit Rating Upgrade. On October 18, 1996, Moody's Investors  Service, Inc.
upgraded its rating of the Company's senior debt to "Baa3" from "Ba1." According
to Moody's, the rating action primarily reflects the improvements that the
Company has made to its property base, and geographic and tenant concentration.
The Company's senior debt is also rated "BBB-" by Standard & Poor's Corporation
and "BBB" by Fitch Investors Service, L.P.

Interest Rate Reduction. On October 22, 1996 the unsecured credit facility was
modified to reduce the LIBOR interest rate margin from 1.4% to 1.25%. All other
terms of the agreement remain substantially unchanged.

Bond Offering. On October 30, 1996, the Company filed a registration statement
with the Securities and Exchange Commission increasing the maximum aggregate
offering amount under the Shelf Registration Statement from $175,000,000 to
approximately $185,600,000.

On November 5, 1996, the Company completed an underwritten public offering
("Bond Offering") of $55 million aggregate principal amount of the Company's
Senior Notes at an interest rate of 7.50% pursuant to the Shelf Registration
Statement. The 7.50% Senior Notes were priced at an aggregate of $54,870,000.
The net proceeds from the offering were used to repay $50 million of
indebtedness  outstanding under the Company's Line of Credit. The remaining net
proceeds will be used for general corporate purposes. The Senior Notes provide
for semi-annual payment of interest only due on May 5 and November 5 of each
year until the maturity date of November 5, 2006 at which time the aggregate
principal is due.

Property acquisition. On or about November 15, 1996, the Company expects to
complete the acquisition of Centennial Plaza shopping center in Oklahoma City,
Oklahoma. Centennial Plaza contains approximately 234,000 rentable square feet
and is anchored by Home Depot, Best Buy and Home Place and was approximately 93%
leased. The purchase price is approximately $16.7 million, of which
approximately $11.8 million is evidenced by two non-recourse loans (subject to
customary exceptions) secured by the property. The Company is assuming the
loans, rather than paying the purchase price in cash, because the terms of the
loans prohibit prepayment. The loans bear interest at 9.0% and 9.25% per annum,
respectively, and will mature on June 1, 2013 and December 1, 2014,
respectively. The balance of the purchase price was financed with $4.9 million
of operating cash.

Smithtown Joint Venture. On October 2, 1996, the Company purchased Development
Company's approximate 80% ownership interest in the joint venture as discussed
above. The Company has paid Development Company the sum of  $250,000 pursuant to
the agreement. The construction, estimated to cost approximately $23 million,
commenced in the summer of 1996. The shopping center is scheduled to open by
summer 1997. Based on executed leases, the center will be anchored by King
Kullen, Borders Books & Music, HomePlace, Babies 'R' Us (Toys 'R' Us) and The
Sports Authority. In addition, Target plans to open a 125,000 square foot store
on a contiguous parcel of land. As of October 31, 1996, the Company has
cummulatively funded $5,178,000 for its share of joint venture construction
costs to date utilizing operating cash.


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

The following discussion, which is based on the condensed consolidated financial
statements of the Company, should be read in conjunction with the consolidated
financial statements appearing elsewhere in this report. When used in the
following discussion, the words "believes," "anticipates," "expects" and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties which could cause actual results
to differ materially from those projected, including, but not limited to, the
actual timing of the Company's planned acquisitions and developments and the
strength of the local economies in the sub-markets in which the Company
operates. Readers are cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the date hereof. The Company
undertakes no obligation to publicly release any revisions to these forward-
looking statements which may be made to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated events.

RESULTS OF OPERATIONS

On November 17, 1995, the Company acquired a 426,097 square foot shopping center
located in Webster, Texas (Houston area) for $25.7 million. The Company financed
this acquisition with borrowings of $18 million under its Line of Credit and
$7.7 million of operating cash.

On December 27, 1995, the Company acquired a 278,825 square foot shopping center
located in La Mirada, California for $25.8 million. The Company financed this
acquisition entirely with borrowings under its Line of Credit.

On December 28, 1995, Centrepoint Associates (the "Joint Venture"), a
partnership in which the Company owns a 50% interest, acquired from Suncor
Development ("Suncor") an 85,000 square foot shopping center in Glendale
(Talavi), Arizona and a parcel of vacant land for future development in
Goodyear, Arizona.

The Joint Venture's combined cost of these two acquisitions totaling
approximately $11 million was financed by the proceeds of a $10.5 million
secured credit line obtained from Wells Fargo Bank and capital contributions of
approximately $210,000 from the Company and $210,000 from Suncor.

On December 29, 1995,  the Company acquired a 171,850 square foot shopping
center located in Oxnard, California for $10.3 million. The Company financed
this acquisition with borrowings of $7 million under its Line of Credit and $3.3
million of operating cash.

On May 3, 1996, the Hayden Plaza North Associates Partnership, in which the
Company owns a 50% interest, acquired a shopping center in Phoenix, Arizona at a
cost of $3,490,000. The Company's 50% share of the acquisition cost was funded
by borrowings of $1 million under the Line of Credit and $750,000 of operating
cash.

In July 1996, the Company acquired a 15-acre shopping center in Mesquite, Texas
(Dallas area) at a combined cost of approximately $12.7 million. The Company
financed this acquisition entirely with borrowings under its Line of Credit.

The results of operations of the Company for the three months and nine months
ended September 30, 1996, as compared to the same periods for 1995, are
significantly different due to the acquisitions discussed above.


COMPARISON OF THE QUARTER ENDED SEPTEMBER 30, 1996 TO THE QUARTER ENDED
SEPTEMBER 30, 1995

Rental income increased from $9,799,000 for the quarter ended September 30, 1995
to $12,620,000 for the same period in 1996. Most of the increase was
attributable to new rental revenue from properties acquired in the fourth
quarter of 1995 and third quarter of 1996. The remaining difference was due to
additional rents generated from retenanting and expansion of existing
properties, higher occupancy rates, base rent increases, and the timing of
tenant common area maintenance and property tax reimbursements for the thirteen
properties which were owned by the Company during all of 1995 and the first nine
months of 1996.

Management fee income from third party contracts increased from $269,000 for the
quarter ended September 30, 1995 to $270,000 for the same period in 1996.
Management fee income reflects fees generated from the Company's management of
several shopping centers owned by Price Enterprises, Inc. and certain other
properties owned by third parties.

On September 1, 1996, the Company ceased management services for four Price
Enterprises, Inc. shopping centers located in California and Arizona. On January
1, 1997, the Company will cease management services for the six remaining Price
Enterprises, Inc. shopping centers located in the northeast United States. The
impact of the foregoing will be a significant reduction in the Company's future
third party management fee income. This, however, should be partially offset by
a reduction in related operating expenses. Total third party management fee
income accounted for approximately 2% of the Company's total gross revenues for
the three month period ended September 30, 1996. The Company does not believe
that this reduction in future third party management fee income will have a
material effect on its future earnings and Funds from Operations. Management
believes that the reduction of third party management services will allow the
Company to more effectively and efficiently manage its own portfolio as well as
any additional future acquisitions.

Equity in earnings of joint ventures for the quarter ended September 30, 1996
reflects the Company's share of earnings from the Centrepoint Associates and
Hayden Plaza joint ventures in which it holds a 50% general partnership
interest. The equity in earnings of joint venture amount increased from $400,000
for the quarter ended September 30, 1995 to $411,000 for the same period in
1996. An increase of $57,000 was attributable to the newly formed Hayden Plaza
joint venture in 1996. This increase was partially offset by a decrease in
earnings from Centrepoint partnership due to additional depreciation and
amortization expense included in the current quarter.

Rental operating expenses consisting of common area maintenance and real estate
taxes have increased from $1,696,000 for the quarter ended September 30, 1995 to
$2,348,000 for the same period in 1996. Approximately $648,000 of this increase
was attributable to properties acquired in the fourth quarter of 1995 and third
quarter of 1996. The remainder of the increase was attributable to slightly
higher operating expenses.

Depreciation expense increased from $2,427,000 for the quarter ended September
30, 1995 to $3,031,000 for the same period in 1996. Approximately $485,000 of
the increase was attributable to the properties acquired in the fourth quarter
of 1995. The remainder of the increase was the result of additional depreciation
on new construction on existing properties.

Interest expense increased from $1,606,000 for the quarter ended September 30,
1995 to $3,056,000 for the same period in 1996. This increase was mainly
attributable to the Company's average outstanding indebtedness during the
quarter ended September 30, 1996 which was approximately $63 million greater
than the average amount of outstanding indebtedness during the same period in
1995. During the fourth quarter of 1995 and the first three quarters of 1996,
the Company increased its outstanding indebtedness in order to finance the
majority of the Company's acquisitions and certain ongoing construction and
development projects. Additionally, the issuance of the $100 million Senior
Notes due November 1, 2000 were at a slightly higher rate of interest than the
short term variable rate debt under the Company's Line of Credit that it
effectively replaced. The remainder of the increased interest expense was
attributable to the amortization of the note discount and other costs of the
issuance in November 1995 of the Company's Senior Notes which are reflected as
interest expense.

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1996 TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1995

Rental income increased from $29,205,000 for the nine months ended September 30,
1995 to $37,453,000 for the same period in 1996. An increase of $7,304,000 was
attributable to new rental revenue from properties acquired in the fourth
quarter of 1995 and third quarter 1996. The remaining $944,000 increase was due
to additional rents generated from retenanting and expansion of existing
properties, higher occupancy rates, base rent increases, and tenant common area
maintenance and property tax reimbursements for the thirteen properties which
were owned by the Company during all of 1995 and the nine months in 1996.

Management fee income from third party contracts increased from $787,000 for the
nine months ended September 30, 1995 to $809,000 for the same period in 1996.
Management fee income reflects fees generated from the Company's management of
Price Enterprises, Inc.'s existing shopping centers and certain other properties
owned by third parties. The increase in management fee income for the nine
months ended September 30, 1996 was primarily the result of the addition of
tenants to properties managed by the Company, which generated additional
management fee income for the Company.

On September 1, 1996, the Company ceased management services for four Price
Enterprises, Inc. shopping centers located in California and Arizona. On January
1, 1997, the Company will cease management services for the six remaining Price
Enterprises, Inc. shopping centers located in the northeast United States. The
impact of the foregoing will be a significant reduction in the Company's future
third party management fee income. This, however, should be partially offset by
a reduction in related operating expenses. Total third party management fee
income accounted for approximately 2% of the Company's total gross revenues for
the nine month period ended September 30, 1996. The Company does not believe
that this reduction in future third party management fee income will have a
material effect on its future earnings and Funds from Operations. Management
believes that the reduction of third party management services will allow the
Company to more effectively and efficiently manage its own portfolio as well as
any additional future acquisitions.

Equity in earnings of joint venture for the nine months ended September 30, 1996
reflects the Company's share of earnings from the Centrepoint Associates and
Hayden Plaza joint ventures in which it holds a 50% general partnership
interest. The equity in earnings of joint venture amount decreased from
$1,212,000 for the nine months ended September 30, 1995 to $1,149,000 for the
same period in 1996 due to a one time adjustment to accrued property tax income
in the second quarter of 1995 and current year additional charge for
depreciation and amortization expense related to the Tempe, Arizona property.
This decrease was offset by an increase of $101,000 attributable to the newly
formed Hayden Plaza joint venture in 1996.

Rental operating expenses consisting of common area maintenance and real estate
taxes have increased from $5,032,000 for the nine months ended September 30,
1995 to $7,055,000 for the same period in 1996. Approximately $1,641,000 of this
increase was attributable to properties acquired in the fourth quarter of 1995
and third quarter of 1996. The remainder of the increase was mostly attributable
to higher snow removal costs arising from the weather conditions for the east
coast properties, and slightly higher operating costs.

Depreciation expense increased from $7,150,000 for the nine months ended
September 30, 1995 to $8,823,000 for the same period in 1996. Approximately
$1,282,000 of the increase was attributable to the properties acquired in the
fourth quarter of 1995 and third quarter 1996. The remainder of the increase was
the result of additional depreciation on new construction on existing
properties.

Interest expense increased from $4,811,000 for the nine months ended September
30, 1995 to $9,017,000 for the same period in 1996. This increase was mainly
attributable to the Company's average outstanding indebtedness during the nine
months ended September 30, 1996 which was approximately $67 million greater than
the average amount of outstanding indebtedness during the same period in 1995.
During the fourth quarter 1995 and the first three quarters of 1996, the Company
increased its outstanding indebtedness in order to finance the majority of the
Company's acquisitions and certain ongoing construction and development
projects. Additionally, the issuance of the $100 million Senior Notes due
November 1, 2000 were at a slightly higher rate of interest than the short term
variable rate debt under the Company's Line of Credit that it effectively
replaced. The remainder of the increased interest expense was attributable to
the amortization of the note discount and other costs of the issuance in
November 1995 of the Company's Senior Notes which are reflected as interest
expense.


CAPITAL RESOURCES AND LIQUIDITY

The Company's principal source of funding for the acquisition, development,
expansion and renovation of properties are an unsecured line of credit, a
secured note, public equity financing, public unsecured debt financing and cash
flow from operations.

The Company elects to be taxed as a REIT under Sections 856 through 860 of the
Internal Revenue Code of 1986, as amended, commencing with its taxable year
ended December 31, 1991. REITs are subject to a number of organizational and
operational requirements, including a requirement that the Company must
distribute at least 95 percent of their ordinary taxable income.

The Company believes that its cash flow from operations after interest for 1996
will be sufficient to pay regular quarterly dividends to the shareholders of the
Company based on the total number of outstanding shares of its Common Stock. The
Company declared dividends in the aggregate amount of $18,011,000 during the
nine months ended September 30, 1996, of which $672,000 was reinvested into
Common Stock by stockholders pursuant to the Company's dividend reinvestment
plan.

In December 1994, as part of the North Phoenix acquisition, the Company obtained
a note payable secured by the shopping center in the amount of $2,750,000.  The
note bears interest at 6.25% per annum with monthly payments of interest only
and all principal due in December 1996.

On August 15, 1995, the Company filed the Shelf Registration Statement with the
Securities and Exchange Commission for up to $175 million of debt securities,
preferred stock, common stock and warrants.

On November 1, 1995, the Company completed an underwritten public offering (the
"Offering") of $100 million aggregate principal amount of the Company's Senior
Notes due November 1, 2000 at an interest rate of 7.25% pursuant to the Shelf
Registration Statement. The 7.25% Senior Notes were priced at an aggregate of
$99,050,000. The Company used $91,000,000 of the net proceeds from the Offering
to repay indebtedness then outstanding under the Company's Line of Credit and
the remaining net proceeds were used for general corporate purposes.

On November 1, 1995, the Company modified its $100 million Line of Credit,
substituting one of the three banks in the original lending group with Morgan
Guaranty Trust Company of New York as lead agent.  Concurrently with completion
of the Offering and the repayment of the Line of Credit, certain other
modifications were made to the Line of Credit including, among other things, (i)
incorporation of certain additional financial covenants and conditions into the
loan agreement and documentation, (ii) a reduction of the initial borrowing
capacity to $75 million, (iii) a modification of the interest rate payable on
borrowings outstanding to LIBOR plus 1.4% and (iv) an extension of the initial
maturity to October 1997, with an option to extend for an additional year upon
satisfaction of certain conditions.

The Line of Credit agreement requires the Company to maintain certain minimum
net operating income and net worth levels, as defined in the agreement, and
provides that the Company will not pay dividends in excess of 95% of its annual
net income plus depreciation.  The Company is required to pay a commitment fee
ranging from .25% to .375% per annum of the unused portion of the Line of
Credit.

The Company typically funds short-term financing for its acquisition and
development activities through the Line of Credit. On July 2, 1996, the Company
borrowed $13 million to fund the acquisition of the Mesquite, Texas property. On
September 13, 1996, the Company used the net proceeds from the sale of Common
Stock to repay $18 million of indebtedness under the Line of Credit. At
September 30, 1996, the outstanding balance of the borrowing under the Line of
Credit was $52 million.

Interest on borrowings under the Line of Credit is at a rate of LIBOR plus 1.4%.
Interest on the outstanding balance is payable periodically, but at least
quarterly. On October 22, 1996 the interest rate margin on the Line of Credit
was reduced from 1.4% to 1.25% . The interest rates of the various borrowings
under the Line of Credit have decreased from a range of 7.1125% to 7.175% at
September 30, 1995 to a range of 6.8375% to 6.9000% at September 30, 1996 as a
result of decreases to the base rate indicator (LIBOR). Capitalized interest
costs for the nine months ended September 30, 1996 was approximately $241,000.

On September 9, 1996, the Company issued and sold 690,000 shares of Common Stock
(the "Equity Offering") at a price to the public of $32.125 per share pursuant
to the Shelf Registration Statement. The Company used the net proceeds of
approximately $21 million for repayment of indebtedness under the Company's Line
of Credit and for general corporate purposes.

On October 30, 1996, the Company filed a registration statement with the
Securities and Exchange Commission increasing the maximum aggregate offering
amount under the Shelf Registration Statement from $175,000,000 to approximately
$185,600,000.

On November 5, 1996, the Company completed an underwritten public offering
("Bond Offering") of $55 million aggregate principal amount of the Company's
Senior Notes at an interest rate of 7.50% pursuant to the Shelf Registration
Statement. The 7.50% Senior Notes were priced at an aggregate of $54,870,000.
The net proceeds from the Bond Offering will be used to repay $50 million
indebtedness  outstanding under the Company's Line of Credit. The remaining net
proceeds will be used for general corporate purposes. The Senior Notes provide
for semi-annual payment of interest only due on May 5 and November 5 of each
year until the maturity date of November 5, 2006 at which time the aggregate
principal is due.

After the repayment of indebtedness under the Company's Line of Credit with the
net proceeds of the Bond Offering, the Company may borrow under the Line of
Credit to fund its future acquisition and development activities.

In order to continue to expand and develop its portfolio of properties, the
Company may seek to obtain funds through additional equity offerings or debt
financing. The Company anticipates that its liquidity and capital resources will
be adequate to fund its operating and administrative expenses, continuing debt
service obligations and the payment of distributions in accordance with Company
requirements.

The information in the immediately preceding paragraph is forward-looking and
involves risks and uncertainties that could significantly impact the Company's
expected liquidity requirements in the short and long term. While it is
impossible to itemize the many factors and specific events that could affect the
Company's outlook for its liquidity requirements, such factors would include the
actual timing of the Company's planned development of new, and expansion of
existing centers; the actual costs associated with such developments; and the
strength of the local economies in the sub-markets in which the Company
operates. Higher than expected costs, delays in development of centers, a
downturn in the local economies and/or the lack of growth of such economies
could reduce the Company's revenues and increase its expenses, resulting in a
greater burden on the Company's liquidity than that which the Company has
described above.


FUNDS FROM OPERATION

Most industry analysts and equity REITs, including the Company, consider Funds
from Operation ("FFO") an appropriate supplemental measure of operating
performance of an equity REIT. In general, FFO adjusts the net income for non-
cash charges such as depreciation, certain amortization expenses and most non-
recurring gains or losses. However, FFO does not represent cash generated from
operating activities in accordance with generally accepted accounting principles
and should not be considered an alternative to net income as an indication of
the results of the Company's performance or to cash flows as a measure of
liquidity.

In 1995, the National Association of Real Estate Investment Trusts ("NAREIT")
established new guidelines clarifying its definition of Funds from Operations
and requested that REITs adopt this new definition beginning in 1996.

The Company is including its FFO computation in this report as defined by and in
accordance with the recommendation of the NAREIT.

The following table sets forth the Company's calculation of FFO for the three
months and nine months ended September 30, 1996 based on the new NAREIT
definition. The table also sets forth the calculation of FFO for the same
periods of 1995, which has been modified to conform to the new NAREIT
definition.


                                      Three months ended   Nine months ended
                                        September 30,       September 30,
                                                   (Unaudited)
                                        1996     1995       1996     1995
                                       -------  -------    -------  -------
                                                  (In Thousands)
Net income                             $ 4,103  $ 4,082    $12,296  $12,182
Depreciation                             3,031    2,427      8,823    7,150
Joint ventures FFO adjustment              174      103        492      304
                                       -------  -------    -------  -------
Funds from Operations                  $ 7,308  $ 6,612    $21,611  $19,636
                                       =======  =======    =======  =======
Weighted average numbers of shares
   outstanding                           8,505    8,282      8,392    8,248


Prior to the Company's adoption of the new NAREIT definition of FFO, the Company
calculated  FFO by adjusting for deferred rent. If such an adjustment  had  been
made  to  the calculation of FFO in the above table, FFO would have been reduced
by  $620,000 and $490,000 including the deferred rent adjustments to  the  Joint
Ventures  for  the  three  month  periods ended September  30,  1996  and  1995,
respectively  and  $1,836,000 and $1,470,000, for the nine month  periods  ended
September 30, 1996 and 1995, respectively.



PART II - OTHER INFORMATION


Item 6 - Exhibits and Reports on Form 8-K
-----------------------------------------
   Exhibits
   --------
    4.3  Amended and Restated Credit Agreement, dated as of
         October 22, 1996 by and among The Price REIT, Inc.
         and Morgan Guaranty and Trust Company, as Agent,
         and other financial institutions party thereto and
         Revolving Notes executed herewith.

  10.41  Purchase and Sale Agreement dated August 23, 1996 by
         and between The Price REIT, Inc. and Centennial Plaza
         Limited Partnership (Centennial Plaza, Oklahoma property)

   12.1  Statement Re: Computation of Ratio of Earnings to
         Fixed Charges

   15.1  Letter Regarding Unaudited Interim Financial Information

   27.1  Article 5 Financial Data Schedule

   Reports on Form 8-K
   -------------------
   A Current Report on Form 8-K was filed on September 9, 1996
   reporting the issuance and sale of up to 690,000 shares of the
   Company's common stock, $.01 par value per share with the
   Securities and Exchange Commission.









                         SIGNATURES


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

                                   The Price REIT, Inc.

    Date:  November 14, 1996       /Joseph K. Kornwasser/
                                   Joseph K. Kornwasser
                                   Chief Executive Officer,
                                   President and Director


    Date:  November 14, 1996       /George M. Jezek/
                                   George M. Jezek
                                   Chief Financial Officer,
                                   Secretary, Director (Principal
                                   Financial and Chief Accounting
                                             Officer)




            INDEPENDENT ACCOUNTANTS' REVIEW REPORT
            --------------------------------------

The Board of Directors
The Price REIT, Inc.

We have reviewed the accompanying condensed consolidated balance sheet of The
Price REIT, Inc. as of September 30, 1996, and the related condensed
consolidated statements of income for the three-month and nine-month periods
ended September 30, 1996 and 1995, and the condensed consolidated statements of
cash flows for the nine-month periods ended September 30, 1996 and 1995.  These
financial statements are the responsibility of the Company's management.

We conducted our reviews 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, which will be performed
for the full year with the objective of expressing an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.

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

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of The Price REIT, Inc. as of December
31, 1995, and the related consolidated statements of income, stockholders'
equity, and cash flows for the year then ended (not presented herein) and in our
report dated January 31, 1996, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying condensed consolidated balance sheet as of December 31, 1995,
is fairly stated, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.

Ernst & Young LLP
San Diego, California
October 23, 1996