9

                            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, 1997 or

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

           Commission file number                    1-13432
                                                     -------

                         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
                                       ---     ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Common Stock, $0.01 Par Value - 11,692,793 as of September 30, 1997.


                    The Price REIT, Inc.
                          Form 10-Q



                            Index


PART I - FINANCIAL INFORMATION

Item 1: Financial Statements (Unaudited)

     Condensed Consolidated Balance Sheets -
     September 30, 1997 and December 31, 1996               3

     Condensed Consolidated Statements of Income -
     Three months ended September 30, 1997 and 1996;
     Nine months ended September 30, 1997 and 1996          4

     Condensed Consolidated Statements of Cash Flows -
     Nine months ended September 30, 1997 and
     September 30, 1996                                     5

     Notes to Condensed Consolidated Financial
     Statements - September 30, 1997                        7

Item 2:  Management's Discussion and Analysis of
         Financial Condition and Results of Operations     16


PART II - OTHER INFORMATION

Item 6 :  Exhibits and Reports on Form 8-K                 27

     Signatures                                            30

     Independent Accountants' Review Report                31









PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements
-----------------------------


                                The Price REIT, Inc.

                        Condensed Consolidated Balance Sheets

                                                    (Unaudited)
                                                   September 30, December 31,
                                                       1997         1996
                                                     ---------    ---------
ASSETS                                                   (In Thousands)

  Rental property, net                               $534,467     $380,482
  Investment in joint ventures                         21,201       19,202
  Cash and cash equivalents                            15,097       11,369
  Deferred rent receivable                              9,506        8,489
  Secured note receivable                               1,313        1,346
  Other assets                                         10,773        7,183
                                                     ---------    ---------
  Total assets                                       $592,357     $428,071
                                                     =========    =========

LIABILITIES & STOCKHOLDERS' EQUITY

LIABILITIES

  Accounts payable and accrued liabilities             12,674        4,474
  Senior Notes payable                                204,038      154,114
  Unsecured line of credit                             19,000       19,000
  Secured notes payable                                26,301       11,794
                                                     ---------    ---------
  Total liabilities                                   262,013      189,382

  Minority interest                                     2,293        1,707

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: 11,692,793 and 9,069,249 shares
  issued and outstanding                                  117           91
Additional paid-in capital                            354,624      259,518
Accumulated deficit                                   (26,690)     (22,627)
                                                     ---------    ---------
Total stockholders' equity                            328,051      236,982
                                                     ---------    ---------
Total liabilities and stockholders' equity           $592,357     $428,071
                                                     =========    =========


See notes to condensed consolidated financial statements.



                                 The Price REIT, Inc.

                      Condensed Consolidated Statements of Income
                                     (Unaudited)



                                          Three months ended  Nine months ended
                                            September 30,       September 30,
                                            1997     1996       1997     1996
                                          -------- --------   -------- --------
                                                  (In Thousands, except
                                                    per share data)
REVENUE
  Rental income                           $17,696  $12,620    $48,450  $37,453
  Management fees                              82      270        226      809
  Equity in earnings of joint ventures        391      411      1,276    1,149
  Interest and other income                   294       61      1,090      265
  Net gain from sale of rental property     2,787        -      2,787        -
                                          -------- --------   -------- --------
  Total revenue                            21,250   13,362     53,829   39,676
                                          -------- --------   -------- --------

EXPENSES

  Rental operations                         1,489    1,037      4,075    3,300
  Real estate taxes                         1,843    1,311      5,172    3,755
  General and administrative                  885      824      2,815    2,485
  Depreciation                              4,252    3,031     11,201    8,823
  Interest                                  4,002    3,056     10,667    9,017
                                          -------- --------   -------- --------
  Total expenses                           12,471    9,259     33,930   27,380
                                          -------- --------   -------- --------


NET INCOME                                  8,779    4,103     19,899   12,296
                                          ======== ========   ======== ========


Net income per share                        $0.78    $0.48      $1.85    $1.47
                                           ------   ------     ------   ------
Dividends paid per share of
  Common Stock                             $0.725    $0.70      $2.18    $2.10
                                           ------   ------     ------   ------
Weighted average number of
  shares outstanding                       11,240    8,505     10,742    8,392
                                           ------   ------     ------   ------




See notes to condensed consolidated financial statements.


                                 The Price REIT, Inc.
                   Condensed Consolidated Statements of Cash Flows
                                     (Unaudited)
                                                         Nine Months Ended
                                                           September 30,
                                                          1997      1996
                                                        --------- --------
                                                           (In Thousands)
OPERATING ACTIVITIES
Net income                                               $19,899   $12,296
Adjustments to reconcile net income to net
cash provided by operating activities:
  Net gain on sale of rental property                     (2,787)       -
  Depreciation                                            11,201     8,823
  Amortization of loan fees and discount                     623       512
  Equity in earnings of joint ventures                    (1,276)   (1,149)
  Deferred rent                                           (1,017)   (1,774)
  Changes in operating assets and liabilities:
  Other assets                                            (4,860)     (915)
  Accounts payable and accrued liabilities                 8,198     2,047
                                                        --------- ---------
Net cash provided by operating activities                 29,981    19,840

INVESTING ACTIVITIES
Purchases of rental property                            (145,475)       -
Additions to rental property                             (19,186)  (15,780)
Payment received on secured note receivable                   33        -
Investments in joint ventures                             (2,456)   (6,339)
Distributions from joint ventures                          2,134     1,443
Gross proceeds from sale of rental property               17,400        -
                                                        --------- ---------
Net cash used in investing activities                   (147,550)  (20,676)

FINANCING ACTIVITIES
Proceeds from Senior Notes payable                        49,779        -
Proceeds from unsecured line of credit                    90,000    22,000
Repayment of unsecured line of credit                    (90,000)  (26,000)
Repayment of secured notes payable                          (238)       -
Minority interest contribution                               585        -
Gross proceeds from issuance of common stock              97,890    23,598
Common stock issuance costs                               (3,452)   (1,381)
Dividends paid, net of dividends reinvested              (23,267)  (17,338)
                                                        ---------  --------
Net cash provided by financing activities                121,297       879
                                                        ---------  --------

Increase in cash and cash equivalents                      3,728        43
Cash and cash equivalents at beginning of period          11,369     1,241
                                                        ---------  --------
Cash and cash equivalents at end of period               $15,097    $1,284
                                                        =========  ========








SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest                  $6,160    $6,963
                                                        =========  ========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
Common Stock issued in accordance with
the dividend reinvestment plan                              $694      $673
                                                         ========  ========

In conjunction with the acquisition of the Farmington, Connecticut property, a
non-recourse loan of $14.7 million was assumed.




See notes to condensed consolidated financial statements.


                    The Price REIT, Inc.

    Notes to Condensed Consolidated Financial Statements
                     September 30, 1997
                         (Unaudited)


NOTE 1 - BASIS OF PRESENTATION

The  accompanying unaudited condensed consolidated financial statements  of  The
Price REIT, Inc. (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 Article 10 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. Operating results for  the
three-  and  nine-month  periods ended September 30, 1997  are  not  necessarily
indicative  of the results that may be expected for the year ended December  31,
1997.  For  further information, refer to the consolidated financial  statements
and  footnotes thereto included in the Company's Annual Report on Form 10-K  for
the year ended December 31, 1996.

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 AND UNDEVELOPED LAND

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.

In  July  1996,  the Company acquired a 210,000 square foot shopping  center  in
Mesquite,  Texas (Dallas area) at a cost of $12.7 million. The Company  financed
this  acquisition with borrowings under its unsecured line of credit (the  "Line
of Credit").

On November 20, 1996, the Company acquired a 234,000 square foot shopping center
in Oklahoma City, Oklahoma. The purchase price was $16.7 million, of which $11.8
million  was  evidenced by the assumption of two non-recourse loans (subject  to
customary exceptions) secured by the property. The balance of the purchase price
was financed with $4.9 million of operating cash.

On January 16, 1997, the Company acquired Westgate Market, a 134,000 square foot
shopping  center in Wichita, Kansas for $9.8 million. The Company financed  this
acquisition with borrowings under its Line of Credit.

On  March  19, 1997, the Company acquired Broadmoor Village Shopping  Center,  a
62,000  square  foot  shopping center in Garland, Texas for $4.75  million.  The
Company financed this acquisition with operating cash.

On  March  20,  1997, the Company acquired Richardson Plaza Shopping  Center,  a
116,000  square foot shopping center in Richardson, Texas for $8.5 million.  The
Company financed this acquisition with operating cash.

On March 28, 1997, the Company acquired City Place Market, an 84,000 square foot
shopping  center in Dallas, Texas for $8.75 million. The Company  financed  this
acquisition with operating cash.

On  March 31, 1997, the Company acquired Wendover Ridge Retail Center, a  41,000
square  foot  shopping center in Greensboro, North Carolina for $4.975  million.
The Company financed this acquisition with operating cash.

On April 1, 1997, the Company acquired Arboretum Crossing, a 187,000 square foot
shopping  center in Austin, Texas for $23.4 million. The Company  financed  this
acquisition  with borrowings of $14 million under its Line of  Credit  and  $9.4
million of operating cash.

On  May  14,  1997,  the Company acquired Smoketown Stations Center,  a  483,000
square  foot  shopping  center in Woodbridge, Virginia for  $46.5  million.  The
Company financed this acquisition with borrowings under its Line of Credit.

On  August 28, 1997, the Company acquired West Farms Shopping Center, a  185,000
square  foot shopping center in Farmington, Connecticut for $20 million.  As  of
September  30, 1997, the shopping center was 99% leased and is anchored  by  The
Sports  Authority,  T.J.  Maxx, Linen N Things and Petco.  The  acquisition  was
financed  through the assumption of an existing $14.7 million non-recourse  loan
secured  by  the  property and $5.3 million of proceeds from  the  sale  of  the
Cerritos property.


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 191,000 square foot shopping center in  Phoenix,
Arizona  at  a  cost  of  $3,490,000.  The  acquisition  was  completed  by  the
Partnership  on May 3, 1996. The Company holds a 50% interest in the Partnership
and  Kimco  holds  the remaining 50% interest. 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 ACQUISITION

On  March  21, 1997, Centrepoint Associates (the "Joint Venture"), a partnership
in  which  the  Company  owns  a 50% interest, acquired  a  parcel  of  property
containing  25,000 rentable square feet of buildings ("Talavi  III")  within  an
existing shopping center in Glendale, Arizona. The Joint Venture currently  owns
three  additional  parcels  within this existing shopping  center:  two  parcels
containing 85,000 rentable square feet of buildings and a vacant pad parcel  for
future  development. Talavi III was purchased for $3 million. The Joint  Venture
financed  this acquisition with borrowings under a $13.5 million line of  credit
obtained  from  Wells Fargo Bank ("Wells Fargo Line"). The Wells Fargo  Line  is
secured by the new Talavi III acquisition and a 236,000 square foot power center
located in Tempe, Arizona which is owned by the Joint Venture.

As  of  September  30,  1997, the Joint Venture owned  several  shopping  center
properties located in Glendale and Tempe, Arizona which contain an aggregate  of
495,000  square  feet  of  building area and a 40 acre  vacant  land  parcel  in
Goodyear,  Arizona for future development. The operations of the  Joint  Venture
are accounted for under the equity method of accounting.

SMITHTOWN VENTURE

On  October 2, 1996, the Company purchased an approximate 80% ownership interest
in  Smithtown  Venture LLC ("Smithtown Venture"). The remaining approximate  20%
ownership  was  held by King Kullen Grocery Co., Inc. ("King Kullen"),  a  major
Long Island, New York grocery chain. Smithtown Venture is currently constructing
a  power  center located in Commack, New York (Long Island) which is anticipated
to contain 270,000 leasable square feet of space when completed on land which is
subject  to  a forty-nine year ground lease with four ten year renewal  options.
The  shopping  center  is  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  September 30, 1997, all anchor tenants except Babies "R" Us have  opened
for  business.  The center is in its final construction phase  and  the  Company
expects  that  it  will be completed by the end of the fourth quarter  of  1997,
although  no  assurance can be given that it will be completed on schedule.  The
construction  cost  is  estimated  at  $23  million.  The  Company's  share   of
construction  and  development  costs will be funded  by  borrowings  under  the
Company's  Line  of  Credit and operating funds to the  extent  such  funds  are
available.  As  of  September  30,  1997, the Company  has  cumulatively  funded
$18,931,000 for its share of the Smithtown Venture construction costs.

On  March  26, 1997, King Kullen was granted a put option to reduce its  capital
interest in the joint venture from approximately 20% to 10%. On April 23,  1997,
King Kullen elected to exercise its put option to reduce its equity interest  in
Smithtown  Venture from approximately 20% to 10%. The Company paid  King  Kullen
$1,232,000 pursuant to the put option agreement. The Company presently holds  an
ownership  interest  of  90%  in Smithtown Venture and  King  Kullen  holds  the
remaining interest of 10%.

PRICE/FRY LLC JOINT VENTURE

In  February  1997,  Price/Baybrook,  Ltd. (a  wholly-owned  subsidiary  of  the
Company)  formed a joint venture with I-10/Fry Road 27, Ltd. and  I-10/Park  Row
40,  Ltd.  (the  "Outside Partners") to develop an approximately 470,000  square
foot retail power center in Houston, Texas. The joint venture agreement provides
for the Outside Partners to contribute the land with a net fair market value  of
$4.225  million and Price/Baybrook, Ltd. to contribute $4.225 million as  needed
to  fund  development costs. After Price/Baybrook, Ltd. has funded its share  of
capital,  it  is  anticipated  that the joint  venture  will  seek  construction
financing to complete the center.

The  development  will  be located on 47 acres of land at  the  intersection  of
Interstate 10 and Fry Road in the western part of Houston. The Company  will  be
the  managing  partner with a 50% joint venture interest, and the remaining  50%
will be owned by the Outside Partners.

The   new  power  center  will  be  anchored  by  Home  Depot,  which  purchased
approximately ten acres from the joint venture for the construction of a 106,000
square  foot store and a 30,000 square foot garden center. The sale of  land  to
Home  Depot was completed on July 31, 1997. The joint venture intends to develop
the  balance  of  the 470,000 square foot center, with multiple  national  value
retailers  and an entertainment component. The Home Depot construction  is  near
completion,  with opening anticipated by mid-January 1998, and it is anticipated
that  the  balance of the center will be completed in phases over the  next  two
years.  There can be no assurance, however, that construction of Home  Depot  or
the  balance  of  the  center  will commence or be completed  on  schedule.  The
operations of the joint venture will be accounted for under the equity method of
accounting.

PRICE REIT RENAISSANCE PARTNERSHIP

On  August  29,  1997,  the Company formed a limited partnership  (the  "Limited
Partnership")  with  Altamonte  Joint  Venture  ("Altamonte")   to  acquire  the
Renaissance  Centre, a 271,000 square foot shopping center in Altamonte  Springs
(Orlando),  Florida.  The  Company  acquired  a  99%  interest  in  the  Limited
Partnership for $33.5 million. The Company is the managing General Partner  with
a  99%  interest  and  Altamonte, a limited partner  holding  the  remaining  1%
interest. As of September 30, 1997, the Center was 99% leased and is anchored by
Uptons,  Michael's, Ross Stores, General Cinema, Blockbuster and Portfolio  Home
Furnishing. The Company's share of the acquisition was financed with  borrowings
of $13 million under its Line of Credit and $20.5 million of operating cash.


K & F DEVELOPMENT COMPANY

Effective  January  1,  1997, the Company acquired the assets  and  assumed  the
liabilities  of  its  affiliate  K  & F Development  Company  (the  "Development
Company")  and  elected  certain of the officers of the Development  Company  to
serve as officers of the Company. The Company acquired the assets pursuant to  a
distribution  to the Company as owner of 100% of the non-voting preferred  stock
of the Development Company.


NOTE 3 - PROPERTY DISPOSITIONS

On  July  9, 1997, the Company sold its Cerritos, California property for  $17.4
million  in  a  transaction designed to enable the sale to  qualify  as  a  tax-
deferred  exchange under Section 1031 of the Internal Revenue Code (the "Code").
The  Company  used  the  sale  proceeds to acquire the  Farmington,  Connecticut
property on August 28, 1997 and the Minnetonka, Minnesota property on October 8,
1997. The Company realized a gain on sale of the Cerritos shopping center in the
amount  of $3,643,000. This gain was partially offset by an impairment  loss  of
$856,000 relating to the sale of property in Copiague, New York which closed  on
October 22, 1997.


NOTE 4 - NOTES PAYABLE

SENIOR NOTES PAYABLE

In  November  1995,  the  Company issued unsecured 7.25%  Senior  Notes  in  the
aggregate principal amount of $100 million which are due November 2000. Interest
on  the  7.25%  Senior Notes is payable semi-annually in arrears on  May  1  and
November 1. The notes were priced at an aggregate amount of $99,050,000 and have
an effective interest rate of 7.48%.

On  November  5,  1996,  the Company completed an underwritten  public  offering
("1996  Offering") of $55 million aggregate principal amount  of  the  Company's
Senior Notes at an interest rate of 7.50%. The 7.50% Senior Notes were priced at
an  aggregate of $54,870,000. The net proceeds from the 1996 Offering were  used
to  repay  $50 million of indebtedness outstanding under the Company's  Line  of
Credit. The remaining net proceeds were used for general corporate purposes. The
7.50% 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 principal is due.

On  June  19,  1997,  the Company issued unsecured 7.125% Senior  Notes  in  the
aggregate  principal amount of $50 million which are due June 15, 2004  pursuant
to  its $175 million shelf registration statement. Interest on the 7.125% Senior
Notes  is payable semi-annually in arrears on June 15 and December 15. The notes
were priced at an aggregate amount of $49,778,000 and have an effective interest
rate of 7.21%. The Company used the net proceeds to repay indebtedness under the
Line of Credit.

UNSECURED LINE OF CREDIT

On  July  1,  1997, the Company amended its $75 million Line of  Credit  (i)  to
modify  certain restrictive covenants, including the secured and unsecured  debt
incurrence restrictions, (ii) to provide the Company with an option, subject  to
consent   of  its  lenders  and  certain  other  conditions,  to  increase   the
availability  under the Line of Credit to $100 million and (iii) to  extend  the
maturity  to  June  30, 2000 with a Company option, subject to  consent  of  its
lenders  and certain other conditions, to extend it one additional year to  June
30, 2001.

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 of 0.25% per annum of  the  unused
portion of the Line of Credit.

On  October 23, 1996 the Company modified its Line of Credit to reduce the LIBOR
interest rate margin from 1.4% to 1.25%.

The  effective rate of interest at September 30, 1997 from the borrowings  under
the  Line of Credit was 6.9375%. Interest on the outstanding balance of the Line
of Credit is payable periodically, but at least quarterly.

The  Company  typically  funds  short-term financing  for  its  acquisition  and
development  activities through its $75 million Line of Credit. On  January  22,
1997,  the Company used the net proceeds from sale of Common Stock to repay  $19
million  of indebtedness under the Line of Credit. During the second quarter  of
1997,  the  Company borrowed $60 million to purchase the Austin  and  Woodbridge
properties.  The  Company  borrowed  an  additional  $11  million  to  replenish
operating  funds. On June 20, 1997, the Company used the net proceeds  from  the
sale of Senior Notes to repay $50 million of indebtedness outstanding under  the
Company's Line of Credit. On August 11, 1997, the Company used the net  proceeds
from  the  sale of common stock to repay $21 million of indebtedness outstanding
under the Company's Line of Credit. On August 28, 1997, the Company borrowed $13
million  to purchase the Renaissance Center. On September 28, 1997, The  Company
borrowed  an  additional $6 million to replenish operating funds.  At  September
30, 1997, the outstanding balance under the Line of Credit was $19 million.


NOTE 5 - COMMON STOCK

On  January  22,  1997, the Company issued and sold 1,600,000 shares  of  Common
Stock at a price to the public of $37.625 per share pursuant to its $175 million
shelf registration statement. The Company used the net proceeds of approximately
$57 million for repayment of indebtedness under the Company's Line of Credit, to
fund its property acquisition activities and for general corporate purposes.

On August 11, 1997, the Company issued and sold 1,000,000 shares of Common Stock
at  a price to the public of $37.50 per share pursuant to its $175 million shelf
registration  statement.  The Company used the proceeds  of  $37.5  million  for
repayment  of  indebtedness under the Company's Line  of  Credit,  to  fund  its
property acquisition activities and for general corporate purposes.

NOTE 6 - 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.

In  February 1997, the Financial Accounting Standards Board issued Statement No.
128,  Earnings per Share, which is required to be adopted on December 31,  1997.
The  Company has not yet determined what the impact of Statement 128 will be  on
the calculation of fully diluted earnings per share.

NOTE 7 - SUBSEQUENT EVENTS

On  October  8,  1997, the Company completed the acquisition  of  the  Ridgedale
Festival  Shopping Center in Minnetonka (Minneapolis), Minnesota.  The  purchase
price  was  $11.9  million. Ridgedale shopping center contains 120,000  rentable
square  feet,  is  anchored by Office Max, Toys `R' Us, Golfsmith,  and  Schmidt
Music  and  was  100%  leased. The Company financed this  acquisition  with  the
proceeds from the tax-deferred sale of the Cerritos property.

On  October  17,  1997,  the  Company acquired the  Cordata  Centre  located  in
Bellingham,  Washington.  The  purchase price was  $20.25  million.  The  center
contains  174,000 rentable square feet and is anchored by Costco  (not  part  of
purchase), Office Depot, Bon Marche Home, T.J. Maxx, Drug Emporium, Future Shop,
and  other retail tenants.  The Company financed the acquisition with borrowings
of $18 million under the Line of Credit and the remainder from operating cash.

On  October 22, 1997, the Company completed the sale of approximately nine acres
of  land in its Copiague, New York shopping center for $10.25 million. The  land
was  sold to Dayton Hudson Corp. which intends to develop a 133,000 square  foot
Target  store  within the center. The Company used the sale  proceeds  to  repay
borrowings under its Line of Credit.

On  October 31, 1997, the Company acquired a 97,000 square foot shopping  center
in  Piscataway, New Jersey. The purchase price was $15.1 million.  The center is
100%  leased  and anchored by Shop Rite Supermarket, Applebee's,  Lauriat's  and
other retail tenants. The Company financed this acquisition by the assumption of
a  $11.4  million non-recourse loan secured by the property maturing  in  August
2000, and the remainder with borrowings under its Line of Credit.
















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

The results of operations of the Company for the nine months ended September 30,
1997,  as compared to the same period for 1996, are significantly different  due
to the acquisitions discussed below.

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 shopping center located in Mesquite, Texas
(Dallas  area)  for  $12.7 million. The Company financed this  acquisition  with
borrowings under its Line of Credit.

On  November 20, 1996, the Company acquired Centennial Plaza shopping center  in
Oklahoma  City, Oklahoma at a cost of $16.7 million, of which $11.8  million  is
evidenced  by  the  assumption of two non-recourse loans (subject  to  customary
exceptions)  secured  by  the property. The balance of the  purchase  price  was
financed with $4.9 million of operating cash.

On  January 1, 1997, the Company acquired the assets and assumed the liabilities
of  the  Development  Company  and  elected  certain  of  the  officers  of  the
Development  Company to serve as officers of the Company. The  Company  acquired
the assets pursuant to a distribution to the Company as owner of 100% of the
non-voting preferred stock of the Development Company.

On January 16, 1997, the Company acquired Westgate Market in Wichita, Kansas for
$9.8  million. The Company financed this acquisition with borrowings  under  its
Line of Credit.

On  March 19, 1997, the Company acquired a shopping center in Garland, Texas for
$4.75 million. The Company financed this acquisition with operating cash.

On  March 20, 1997, the Company acquired a shopping center in Richardson,  Texas
for $8.5 million. The Company financed this acquisition with operating cash.

On  March 28, 1997, the Company acquired a shopping center in Dallas, Texas  for
$8.75 million. The Company financed this acquisition with operating cash.

On  March 31, 1997, the Company acquired a shopping center in Greensboro,  North
Carolina  for  $4.975  million.  The  Company  financed  this  acquisition  with
operating cash.

On  April 1, 1997, the Company acquired Arboretum Crossing (Phase I), a  182,000
square  foot  shopping center located in Austin, Texas for  $23.4  million.  The
Company financed this acquisition with borrowings of $14 million under its  Line
of Credit and $9.4 million of operating cash.

On  May  14,  1997,  the Company acquired Smoketown Stations Center,  a  483,000
square  foot shopping center located in Woodbridge, Virginia for $46.5  million.
The Company financed this acquisition with borrowings under its Line of Credit.

On  July  9, 1997, the Company sold its Cerritos, California property for  $17.4
million.  The  Company  used  the sale proceeds to acquire  the  Farmington  and
Minnetonka properties as replacement properties.

On  August 28, 1997, the Company acquired a 185,000 square foot shopping  center
in Farmington, Connecticut for $20 million. The acquisition was financed through
the  assumption of a $14.7 million non-recourse loan secured by the property and
$5.3  million  from  proceeds of the tax-deferred  exchange  from  sale  of  the
Cerritos property.

On  August  29,  1997,  the Company formed a limited partnership  (the  "Limited
Partnership") with Altamonte Joint Venture to acquire the Renaissance Centre,  a
271,000 square foot shopping center in Altamonte Springs (Orlando), Florida  for
$33.5  million. The Company is the managing General Partner with a 99%  interest
and  Altamonte  is  a  limited partner holding the remaining  1%  interest.  The
Company's  share of the acquisition was financed with borrowings of $13  million
under its Line of Credit and $20.5 million of operating cash.

Throughout   1997,  expenses  incurred  and  accounted  for   as   general   and
administrative included both the Company's corporate overhead and those incurred
by  its  property management division. For the three months ended September  30,
1997, corporate overhead expenses and property management expenses were $462,000
and  $423,000,  respectively.  For the nine months  ended  September  30,  1997,
corporate overhead expenses and property management expenses were $1,601,000 and
$1,214,000 respectively.


COMPARISON  OF  THE THREE MONTHS ENDED SEPTEMBER 30, 1997 TO  THE  THREE  MONTHS
ENDED SEPTEMBER 30, 1996

Rental  income  increased from $12,620,000 for the quarter ended  September  30,
1996  to  $17,696,000 for the same period in 1997. Approximately  $5,436,000  of
this increase was attributable to new rental revenue from properties acquired in
the  last quarter of 1996 and during 1997. Another $508,000 of the increase  was
attributable to rent increase from existing properties and income generated from
the newly developed and opened Smithtown Venture. These increases were offset by
a  reduction  of  $867,000 in rental revenue resulting  from  the  sale  of  the
Cerritos  shopping  center  and  the reduction  of  rents  from  certain  tenant
buildings on the Copiague, New York property which were demolished to facilitate
the land sale to Dayton Hudson.

Management fee income from third party contracts decreased from $270,000 for the
quarter ended September 30, 1996 to $82,000 for the same period in 1997  due  to
the  cessation  of management services of ten Price Enterprises,  Inc.  shopping
centers.  Management  fee  income reflects fees  generated  from  the  Company's
management of several shopping centers and commercial properties owned by  third
parties and certain joint venture properties.

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 ceased management services for the six  remaining  Price
Enterprises, Inc. shopping centers located in the northeast United  States.  The
impact  of  the foregoing resulted in a reduction in the Company's  third  party
management  fee  income. This, however, was partially offset by a  reduction  in
related operating expenses. 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 present portfolio as well as  any  future
acquisitions and growth opportunities.

Equity  in earnings of joint ventures for the quarter ended September  30,  1997
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 ventures decreased from $411,000  for
the  quarter ended September 30, 1996 to $391,000 for the same period  in  1997.
The  decrease was attributable to a higher vacancy rate in  Hayden  Plaza  joint
venture  in  1997  as  compared  to the same  period  in  1996  due  to  ongoing
redevelopment activity.

Other income increased from $61,000 for the quarter ended September 30, 1996  to
$294,000  for the same period in 1997. Most of the increase was attributable  to
an increase of investment income from short term investment of the proceeds from
the  sale  of the Cerritos shopping center until such proceeds were utilized  to
fund the Company's recent acquisition activities.

During  the  third quarter of 1997, the Company realized a gain on sale  of  the
Cerritos  shopping center in the amount of $3,643,000. This gain  was  partially
offset  by  an impairment loss of $856,000 relating to the sale of  property  in
Copiague, New York which closed on October 22, 1997.

Rental  operating expenses consisting of common area maintenance and real estate
taxes  increased  from $2,348,000 for the quarter ended September  30,  1996  to
$3,332,000 for the same period in 1997. Approximately $874,000 of this  increase
was  attributable to properties acquired in the last quarter of 1996 and  during
1997.  The  remainder  of the increase was attributable to higher  property  tax
assessments due to new construction and increased operating expenses of existing
properties.

Depreciation  expense increased from $3,031,000 for the quarter ended  September
30, 1996 to $4,252,000 for the same period in 1997. Approximately $1,049,000  of
this increase was attributable to the properties acquired in the last quarter of
1996  and  during  1997.  The  remainder of the  increase  was  attributable  to
additional depreciation on new construction on existing properties.

Interest  expense increased from $3,056,000 for the quarter ended September  30,
1996  to  $4,002,000  for  the same period in 1997.  This  increase  was  mainly
attributable  to  the  Company's  average outstanding  indebtedness  during  the
quarter  ended  September 30, 1997 which was approximately $60  million  greater
than  the  average amount of outstanding indebtedness during the same period  in
1996.  During  1996,  the  Company  increased its  outstanding  indebtedness  by
assuming  loans  totaling $11.8 million in conjunction with the  Oklahoma  City,
Oklahoma shopping center acquisition and in August 1997, by assuming a  loan  in
the  amount  of  $14.7  million in conjunction with the Farmington,  Connecticut
shopping   center  acquisition.  The  Company  also  increased  its  outstanding
indebtedness  to  fund  new  acquisitions and certain ongoing  construction  and
development projects. Additionally, the Company capitalized interest of $603,000
arising  from  construction  activities mostly  attributable  to  the  Smithtown
Venture as compared to $136,000 for the same period in 1996.


COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1997 TO THE NINE MONTHS  ENDED
SEPTEMBER 30, 1996

Rental income increased from $37,453,000 for the nine months ended September 30,
1996  to  $48,450,000 for the same period in 1997. Approximately $11,101,000  of
this  increase was  attributable to new rental revenue from properties  acquired
in  the  last quarter of 1996 and during 1997. Another $929,000 of the  increase
was  attributable to rent increase from existing properties and income generated
from  the  newly  developed and opened Smithtown Venture. These  increases  were
offset by a reduction of $1,033,000 in rental revenue resulting from the sale of
the  Cerritos  shopping center and the reduction of rents  from  certain  tenant
buildings on the Copiague, New York property which were demolished to facilitate
the land sale to Dayton Hudson.

Management fee income from third party contracts decreased from $809,000 for the
nine months ended September 30, 1996 to $226,000 for the same period in 1997 due
to the cessation of management services for ten Price Enterprises, Inc. shopping
centers.  Management  fee  income reflects fees  generated  from  the  Company's
management of several shopping centers and commercial properties owned by  third
parties and certain joint venture properties.

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 ceased management services for the six  remaining  Price
Enterprises, Inc. shopping centers located in the northeast United  States.  The
impact  of  the foregoing resulted in a reduction in the Company's  third  party
management  fee  income. This, however, was partially offset by a  reduction  in
related operating expenses. 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 present portfolio as well as  any  future
acquisitions and growth opportunities.

Equity  in  earnings of joint ventures for the nine months ended  September  30,
1997  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 ventures increased from $1,149,000 for
the  nine  months ended September 30, 1996 to $1,276,000 for the same period  in
1997.  The  increase was attributable to new rental revenue from the Talavi  III
acquisition. This increase was offset by a decrease in revenue attributable to a
higher  vacancy rate in the Hayden Plaza center in 1997 as compared to the  same
period in 1996 due to ongoing redevelopment activity.

Other  income  increased from $265,000 for the nine months ended  September  30,
1996  to  $1,090,000  for  the same period in 1997. Most  of  the  increase  was
attributable  to an increase of investment income from short term investment  of
the  proceeds  from the 1997 Stock Offering and proceeds from the  sale  of  the
Cerritos shopping center until such proceeds were utilized to fund the Company's
recent acquisition activities.

During  the  third quarter of 1997, the Company realized a gain on sale  of  the
Cerritos  shopping center in the amount of $3,643,000. This gain  was  partially
offset  by  an impairment loss of $856,000 relating to the sale of  property  in
Copiague, New York which closed on October 22, 1997.

Rental  operating expenses consisting of common area maintenance and real estate
taxes  have  increased from $7,055,000 for the nine months ended  September  30,
1996 to $9,247,000 for the same period in 1997. Approximately $1,969,000 of this
increase was attributable to properties acquired in the last quarter of 1996 and
during  1997. The remainder of the increase was attributable to higher  property
tax  assessments  due  to new construction and increased operating  expenses  of
existing properties.

Depreciation  expense  increased  from $8,823,000  for  the  nine  months  ended
September  30,  1996  to $11,201,000 for the same period in 1997.  Approximately
$2,188,000 of this increase was attributable to the properties acquired  in  the
last  quarter  of  1996  and  during 1997. The remainder  of  the  increase  was
attributable  to  additional  depreciation  on  new  construction  on   existing
properties.

Interest  expense increased from $9,017,000 for the nine months ended  September
30,  1996  to $10,667,000 for the same period in 1997. This increase was  mainly
attributable  to  the  Company's  average outstanding  indebtedness  during  the
quarter  ended  September 30, 1997 which was approximately $61  million  greater
than  the  average amount of outstanding indebtedness during the same period  in
1996.  During  1996,  the  Company  increased its  outstanding  indebtedness  by
assuming  loans  totaling $11.8 million in conjunction with the  Oklahoma  City,
Oklahoma shopping center acquisition and in August 1997, by assuming a  loan  in
the  amount  of  $14.7  million in conjunction with the Farmington,  Connecticut
shopping   center  acquisition.  The  Company  also  increased  its  outstanding
indebtedness  to  fund  new  acquisitions and certain ongoing  construction  and
development   projects.  Additionally,  the  Company  capitalized  interest   of
$1,483,000  arising  from  construction activities mostly  attributable  to  the
Smithtown  Venture for the nine months ended September 30, 1997 as  compared  to
$241,000 for the same period in 1996.

CAPITAL RESOURCES AND LIQUIDITY

The  Company's  principal  sources of funding for the acquisition,  development,
expansion  and renovation of properties are its  Line of Credit, secured  notes,
public  equity  financing, public unsecured debt financing and  cash  flow  from
operations.

The  Company elected to be taxed as a REIT under Sections 856 through 860 of the
Internal Revenue Code of 1986, as amended. As a REIT, the Company is subject  to
a number of organizational and operational requirements, including a requirement
that  the  Company  must distribute at least 95 percent of its ordinary  taxable
income.

The  Company believes that its cash flow from operations after interest for 1997
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 $23,961,000  during  the
nine  months  ended  September 30, 1997, of which $694,000 was  reinvested  into
Common  Stock  by  stockholders pursuant to the Company's dividend  reinvestment
plan.

The  Company  typically  funds  short-term financing  for  its  acquisition  and
development  activities through the Line of Credit. On  January  22,  1997,  the
Company used the net proceeds from the sale of Common Stock to repay $19 million
of indebtedness under the Line of Credit. During the second quarter of 1997, the
Company borrowed $60 million to purchase the Austin and Woodbridge properties as
discussed  above.  The Company borrowed an additional $11 million  to  replenish
operating  funds. On June 20, 1997, the Company used the net proceeds  from  the
sale of Senior Notes to repay $50 million of indebtedness outstanding under  the
Company's Line of Credit. On August 11, 1997, the Company used the net  proceeds
from  the  sale of common stock to repay $21 million of indebtedness outstanding
under the Company's Line of Credit. On August 28, 1997, the Company borrowed $13
million  to purchase the Renaissance Center. On September 28, 1997, the  Company
borrowed  an  additional $6 million to replenish operating funds.  At  September
30, 1997, the outstanding balance under the Line of Credit was $19 million.

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 of
0.25% per annum of the unused portion of the Line of Credit.

On November 25, 1996, the Company filed a shelf registration statement on Form
S-3 (File No. 333-16787)(the "1996 Shelf Registration Statement") for up to 
$175 million   of  debt  securities,  preferred  stock,  common  stock  and 
warrants (collectively,  the  "Securities"). The 1996 Shelf  Registration 
Statement was declared  effective by the Securities and Exchange Commission  on
December  23, 1996.

On  January  22,  1997, the Company issued and sold 1,600,000 shares  of  Common
Stock  at a price to the public of $37.625 per share pursuant to the 1996  Shelf
Registration  Statement. The Company used the net proceeds of  $57  million  for
repayment  of  indebtedness under the Company's Line of Credit and  for  general
corporate purposes.

On  June  19,  1997,  the Company issued unsecured 7.125% Senior  Notes  in  the
aggregate  principal amount of $50 million which are due June 15, 2004  pursuant
to the 1996 Shelf Registration Statement. Interest on the 7.125% Senior Notes is
payable  semi-annually in arrears on June 15 and December  15.  The  notes  were
priced at an aggregate amount of $49,778,000 and have an effective interest rate
of 7.21%. The Company used the net proceeds to repay indebtedness under the Line
of Credit.

On  July  1,  1997, the Company amended its $75 million Line of  Credit  (i)  to
modify  certain restrictive covenants, including the secured and unsecured  debt
incurrence restrictions, (ii) to provide the Company with an option, subject  to
consent   of  its  lenders  and  certain  other  conditions,  to  increase   the
availability  under the Line of Credit to $100 million and (iii) to  extend  the
maturity  to  June  30, 2000 with a Company option, subject to  consent  of  its
lenders  and certain other conditions, to extend it one additional year to  June
30, 2001.

On August 11, 1997, the Company issued and sold 1,000,000 shares of Common Stock
at  a price to the public of $37.50 per share pursuant to its $175 million shelf
registration  statement.  The Company used the proceeds  of  $37.5  million  for
repayment  of  indebtedness under the Company's Line  of  Credit,  to  fund  its
property acquisition activities and for general corporate purposes.

On September 8, 1997, the Company filed a shelf registration statement on Form
S-3  (File No. 333-35185)(the "1997 Shelf Registration Statement") for up to 
$400 million   of  debt  securities,  preferred  stock,  common  stock  and
warrants (collectively,  the  "Securities"). The 1997 Shelf  Registration 
Statement  was declared  effective by the Securities and Exchange Commission on
September 24, 1997.

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 centers 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 OPERATIONS

Most  industry analysts and equity REITs, including the Company, consider  Funds
from  Operations  ("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  provided  by
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, 1997  based  on  the  new  NAREIT
definition.  The  table also sets forth the calculation  of  FFO  for  the  same
periods in 1996.

                                                     (Unaudited)
                                      Three months ended    Nine months ended
                                        September 30,         September 30,
                                        1997     1996       1997       1996
                                       -------  -------    -------    -------
                                                 (In Thousands)
Net income                            $ 8,779  $ 4,103    $19,899     $12,296
Less net gain from
  sale of rental property              (2,787)      -      (2,787)         -
Depreciation                            4,252    3,031     11,201       8,823
Joint ventures FFO adjustment             185      174        537         492
                                       -------  -------    -------    -------
Funds from Operations                  $10,429   7,308    $28,850     $21,611
                                       =======  =======    =======    =======
Weighted average number of shares
   outstanding                          11,240   8,505      10,742      8,392
                                       =======  =======    =======    =======

Prior  to  the  Company's January 1996 adoption of the new NAREIT definition  of
FFO, the Company calculated FFO by adjusting for straight line rent. If such  an
adjustment had been made to the calculation of FFO in the above table, FFO would
have  been  reduced by $733,000 and $620,000 for the three month  periods  ended
September 30, 1997 and 1996, respectively, and $1,885,000  and $1,836,000
for the nine months periods ended September 30, 1997 and 1996, respectively.



PART II - OTHER INFORMATION


Item 6 - Exhibits and Reports on Form 8-K
-----------------------------------------
   Exhibits
   --------
         
  10.41     Purchase and Sale Agreement and Escrow Instructions
            dated April 17, 1996 by and among The Price REIT, Inc.
            and West Trust Asset Management, Inc. (Cerritos,
            California property)
            (Incorporated by reference to Exhibit 10.43 of the
            Company's Form 10-Q dated August 13, 1997)

  10.42     Contribution Agreement, dated as of August 28, 1997,
            by and between The Price REIT Renaissance Partnership,
            L.P., a California limited partnership, and Altamonte
            Joint Venture, a Florida general partnership.
            (Incorporated by reference to Exhibit 2.1 of the
            Company's Current Report on Form 8-K dated September
            12, 1997.)

  10.43     Agreement of Limited Partnership of The Price REIT
            Renaissance Partnership, L.P., dated as of August 22,
            1997, by and among The Price REIT, Inc. and the Limited
            Partners named therein.
            (Incorporated by reference to Exhibit 2.2 of the
            Company's Current Report on Form 8-K dated September
            12, 1997.)

  10.44     Agreement of Purchase and Sale, dated as of June 19,
            1997, by and between The Price REIT, Inc. and Westfarms, L.P., a
            Connecticut limited partnership, as amended by First Amendment to
            Agreement of Purchase and Sale, dated as of July 29, 1997, and
            Second Amendment to Agreement of Purchase and Sale, dated as of
            August 21, 1997.
            (Incorporated by reference to Exhibit 2.3 of the
            Company's Current Report on Form 8-K dated September 12, 1997.)

  10.45     Acquisition Agreement, dated as of October 3, 1997
            by and between The Price REIT, Inc. and Ridgedale Festival
            Joint Venture, a Texas joint venture. (Minnetonka property)
            (Incorporated by reference to Exhibit 2.1 of the
            Company's Current Report on Form 8-K dated November 14, 1997.)
         
  10.46     Deed-In-Lieu Agreement and Escrow Instructions,
            dated as of October 17, 1997, By and Between Guide
            Meridian Retail, Inc., a California corporation, as
            Borrower and The Price REIT, Inc., as Lender.
            (Bellingham property)
            (Incorporated by reference to Exhibit 2.2 of the
            Company's Current Report on Form 8-K dated November 14, 1997.)
  
  10.47     Purchase and Sale Agreement and Escrow Instructions,
            dated as of September 23, 1997, By and Between
            K. Hovnanian Properties of Piscataway, Inc., a New
            Jersey corporation, as Seller, and The Price REIT, Inc., a
            Maryland corporation, as Buyer, and Eastern Title Agency, as
            Escrow Holder (Piscataway property)
            (Incorporated by reference to Exhibit 2.3 of the
            Company's Current Report on Form 8-K dated November 14, 1997.)
         
   12.1     Statement Re: Computation of Ratio of Earnings to
            Fixed Charges

   15.1     Letter Re: Unaudited Interim Financial Information

   27.1     Article 5 Financial Data Schedule


   Reports on Form 8-K
   -------------------
   Current Reports on Forms 8-K and 8-K/A were filed on May 28, 1997 and July
   24, 1997, respectively, reporting under Item 2 the Company's acquisition of
   the Smoketown Stations Center in Woodbridge, Virginia for a purchase price
   of $46,500,000. The following financial statements were filed with the Form
   8-K/A: audited statement of revenue over specific operating expenses for the
   Smoketown Stations Center and unaudited pro forma condensed financial
   information

   A Current Report on Form 8-K dated July 25, 1997 was filed reporting the
   Company's issuing a press release dated July 24, 1997.

   A Current Report on Form 8-K dated August 5, 1997 was filed reporting the
   Company's filing of certain exhibits relating to the issuance and sale of up
   to 1,000,000 shares of Common Stock.

   Current Reports on Forms 8-K and 8-K/A were filed on September 12, 1997
   and November 7, 1997, respectively, reporting under Item 2 the Company's
   acquisition of the Renaissance Centre and West Farms (Farmington) properties
   for an aggregate purchase price of $53.5 million. The following financial
   statements were filed with the Form 8-K/A: audited statement of revenue over
   specific operating expenses for the Renaissance Centre and unaudited
   pro forma condensed financial information.



                        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, 1997       /Joseph K. Kornwasser/
                                   Joseph K. Kornwasser
                                   Chief Executive Officer,
                                   President and Director


    Date:  November 14, 1997       /George M. Jezek/
                                   George M. Jezek
                                   Chief Financial Officer,
                                   Treasurer, Secretary and
                                   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, 1997, and the related condensed
consolidated statements of income for the three-month and nine-month periods
ended September 30, 1997 and 1996, and the condensed consolidated statements of
cash flows for the nine-month periods ended September 30, 1997 and 1996.  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, 1996, 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 22, 1997, 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, 1996,
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 27, 1997




Exhibit 12.1 - STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS
                      TO FIXED CHARGES


                                  Nine Months Ended   Year ended December 31,
                                  September 30, 1997       1996       1995
                                  -------------------------------------------
                                      (000's omitted, except ratio data)
Net Income                             $19,899           $16,919    $16,386
Interest                                12,150            11,826      7,070
Less interest capitalized
 during the period                      (1,483)             (469)      (415)
Amortization of deferred
 loan fees and discount                    623               714        284
                                  -------------------------------------------
        Earnings                       $31,189           $28,990    $23,325
                                  ===========================================

Interest                                12,150            11,826      7,070
Amortization of deferred
 loan fees and discount                    623               714        284
                                  -------------------------------------------
                                       $12,773           $12,540    $ 7,354
                                  ===========================================

Ratio of Earnings to
 Fixed Charges                            2.44              2.31       3.17
                                  ===========================================



                                          Year ended December 31,
                                        1994       1993        1992
                                    -----------------------------------
                                    (000's omitted, except ratio data)
Net Income                            $16,904    $ 9,128     $ 4,118
Interest                                4,319      4,287       3,203
Less interest capitalized
 during the period                       (234)       (30)          -
Amortization of deferred
 loan fees and discount                   152         99          17
                                    -----------------------------------
        Earnings                      $21,141    $13,484       7,338
                                    ===================================

Interest                                4,319      4,287       3,203
Amortization of deferred
 loan fees and discount                   152         99          17
                                    -----------------------------------
                                      $ 4,471    $ 4,386     $ 3,220
                                    ===================================

Ratio of Earnings to
 Fixed Charges                           4.73       3.07        2.28
                                    ===================================