SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     For the period ended December 31, 2000

                        Commission file number:  1-12216

                           CROWN AMERICAN REALTY TRUST
             (Exact name of registrant as specified in its charter)

               Maryland                              25-1713733
   (State or other jurisdiction of                 (IRS Employer
   incorporation or organization)               Identification No.)

          Pasquerilla Plaza
   Johnstown, Pennsylvania  15901                  (814) 536-4441
(Address of principal executive offices)  (Registrant's telephone number)

           Securities registered pursuant to Section 12(b) of the Act:

         Common Shares of Beneficial Interest, par value $.01 per share
  11.00% Senior Preferred Shares, par value $.01 per share ($50.00 Liquidation
                                   Preference)
                                (Title of Class)

                             New York Stock Exchange
                     (Name of Exchange on which registered)

        Securities registered pursuant to Section 12(g) of the Act:  None

            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 and (2) has been subject to such
filing requirements for at least the past 90 days. Yes   X   No      .

           Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of  Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.

           As of February 20, 2001, 26,207,919 Common Shares of Beneficial
Interest and 2,475,000  11.00%  Senior  Preferred  Shares  of  the  registrant
were issued and outstanding.  The  registrant estimates that as of February 20,
2001  the  aggregate market value of the voting common shares held by non-
affiliates of the registrant was approximately  $157.3  million based on the
closing  price  on  the  New  York  Stock Exchange for such stock.

                      DOCUMENTS INCORPORATED BY REFERENCE:

           Portions of the Proxy Statement for the registrant's Annual Meeting
of Shareholders to be held on April 25, 2001, are incorporated by reference into
Part III of this Form 10-K.

Exhibit Index on pages 52 to 53


                                TABLE OF CONTENTS



Item No.                                                 Page No.
                                     PART I

1.   Business                                              1
2.   Properties                                            6
3.   Legal Proceedings                                    12
4.   Submission of Matters to a Vote of Security Holders  13
     Executive Officers of the Company                    13

                                     PART II

 5.  Market for Registrant's Common Shares of Beneficial
       Interest and Related Shareholder Matters           15
 6.  Selected Financial Data                              15
 7.  Management's Discussion and Analysis of Financial
       Condition and Results of Operations                18
 7 (a).Quantitative and Qualitative Disclosures about
       Market Risk                                        27
 8.  Financial Statements and Supplementary Data          28
 9.  Changes in and Disagreements with Accountants on
       Accounting and Financial Disclosure                51

                                    PART III

10.  Directors and Executive Officers of the Registrant   51
11.  Executive Compensation                               51
12.  Security Ownership of Certain Beneficial Owners and
       Management                                         51
13.  Certain Relationships and Related Transactions       51

                                     PART IV

14.  Exhibits, Financial Statement Schedules and Reports
       on Form 8-K                                        51
     Signatures                                           54


                                     PART I

Item 1.   Business.

(a)       General Development of Business

          Crown American Realty Trust (the "Company") was formed on May 14, 1993
as  a  Maryland real estate investment trust (a "REIT") to acquire  and  operate
substantially  all  of  the  enclosed shopping mall properties  and  two  office
buildings  (the  "Properties")  owned  by  Crown  American  Associates   ("Crown
Associates"), formerly Crown American Corporation. Crown Associates  was  formed
in  1993  and  is a wholly-owned subsidiary of Crown Holding Company,  which  is
controlled by Mark E. Pasquerilla, Chairman of the Board of Trustees  and  Chief
Executive Officer of the Company.

      On  August 17, 1993 the Company completed its initial public offering  and
raised  net  proceeds  of  approximately $405 million  in  equity  from  issuing
approximately  25.5  million shares, including the subsequent  exercise  of  the
underwriters' over-allotment option.  The Company used the proceeds to  purchase
an  initial 78% general partnership interest in Crown American Properties,  L.P.
(the  "Operating  Partnership"), a partnership which was formed  just  prior  to
consummation  of  the offering referred to above.  The current  27.53%  minority
limited common partnership interests are held by Crown Investments Trust  ("CIT"
or "Crown Investments") and by Crown American Investment Company, a wholly-owned
subsidiary   of  Crown  Investments  Trust,  both  of  which  are   wholly-owned
subsidiaries  of Crown Holding Company.  The funds raised in the initial  public
offering  were used by the Operating Partnership to retire debt related  to  the
Properties.   As  described in Note 6 to the Consolidated Financial  Statements,
the  Company  also  holds  100% of the preferred partnership  interests  in  the
Operating  Partnership that arose in connection with the Company's  issuance  of
preferred shares in July 1997.

      Simultaneous  with the initial public offering, Crown  Associates  and  an
affiliate  transferred the Properties and the management operations into  either
the  Company, the Operating Partnership, or Crown American Financing Partnership
(the  "Financing  Partnership"), a partnership  owned  99.5%  by  the  Operating
Partnership  and  0.5% by the Company.  As a result of these  transactions,  the
Company  is engaged primarily in the ownership, operation, management,  leasing,
acquisition,  expansion,  development  and  financing  of  shopping  malls.   In
addition,  simultaneous  with the above transaction, the  Financing  Partnership
borrowed $300 million of mortgage debt initially secured by 15 properties.   The
$300  million  was used to retire existing debt related to the  Properties.   As
described in Note 5 to the Consolidated Financial Statements, in August 1998 the
remaining  balance  of the $300 million of mortgage debt was refinanced  in  its
entirety.

           At  the  time  of  the initial public offering, the Company  held  an
initial  78.00%  partnership  interest in the Operating  Partnership  and  Crown
Investments  held  the remaining 22.00% interest.  Subsequently,  the  ownership
interests  have changed due to (i) Company shares issued for cash, issued  under
the  Company's  option  plans, and issued under the dividend  reinvestment  plan
(proceeds  then  reinvested  by  the Company in  the  Operating  Partnership  in
exchange for an equivalent number of additional common Partnership Units),  (ii)
additional Partnership Units issued as partial consideration for the purchase of
Wyoming Valley and Middletown Malls and Greater Lewistown Plaza in 1998,   (iii)
issuance of preferred Partnership Units in exchange for cash contributed by  the
Company  to  the  Operating Partnership in connection with  the  Company's  1997
offering of senior preferred shares, and (iv) redemption of common and preferred
Partnership Units in connection with the Company's repurchase in the open market
of  its common and preferred shares.  While the Company, as general partner, has
broad  rights  and authority to conduct the business, the Operating  Partnership
agreement provides that the consent of Crown Investments is required for certain
actions,   including   among   others,   merger,   consolidation,   dissolution,
liquidation, or sale of all or substantially all of the assets of the  Operating
Partnership.

           The  number of common and preferred Partnership Units outstanding  at
December 31, 2000 were as follows:

Held by                          Common Units         Preferred Units
                                Number       %       Number          %

Crown American Realty Trust   26,207,919   72.47%   2,475,000     100.00%
Crown Investments Trust and
 its subsidiary, Crown
 American Investment Compan    9,956,398   27.53%           -           -
Totals                        36,164,317  100.00%   2,475,000     100.00%

(b)       Financial Information About Industry Segments

          The Company is primarily engaged in the business of owning, operating,
managing, leasing, acquiring, developing, redeveloping, expanding, renovating
and financing enclosed shopping malls and, therefore, only operates in one
segment.  See the Consolidated Financial Statements and Notes thereto referred
to in Item 8 of this Annual Report on Form 10-K for certain financial
information required by Item 1.

(c)       Narrative Description of Business

          General

           The  Company  conducts  all of its business  activities  through  the
Operating   Partnership,  the  Financing  Partnership   and   other   subsidiary
partnerships    or    limited   liability   corporations    (collectively    the
"Partnerships").   Through its ownership interests in the  Partnerships,  as  of
December  31, 2000 the Company owns in fee or through leasehold interests:   (i)
26 wholly-owned enclosed shopping malls and a 50% partnership interest in Palmer
Park  Mall  (an  enclosed shopping mall), (collectively, the "Malls"),  (ii)  an
office  building  in  Johnstown, Pennsylvania with approximately  102,500  gross
leasable  square feet, which serves as the headquarters of the Company and  also
is  leased to Crown Associates hotel division, to an affiliated company  and  to
unrelated third parties ("Pasquerilla Plaza"), (iii) a ground leasehold interest
in  a parcel of land with an approximate 107,000 square foot building sub-leased
to  an anchor department store at Westgate Mall, a mall owned by an unaffiliated
third  party  (the "Anchor Pad"), and (iv) approximately 76 acres of  outparcels
and  undeveloped  land, the majority of which adjoins or is in the  vicinity  of
certain of the Malls (hereinafter all such real estate assets to be referred  to
as  the  "Properties"). The Operating Partnership manages  the  26  wholly-owned
Malls  and  Pasquerilla Plaza (the "Managed Properties");  the  Anchor  Pad  and
Palmer Park Mall are managed by non-affiliated third party property managers.

          The Company is self-administered and self-managed.  The Company,
together with the Partnerships, is a fully-integrated real estate company
engaged in the ownership, operation, management, leasing, acquisition,
development, redevelopment, expansion, renovation and financing of enclosed and
non-enclosed shopping malls.

          The Company's executive offices are located at Pasquerilla Plaza,
Johnstown, Pennsylvania 15901.  Its telephone number is (814) 536-4441, and its
Internet web-site is www.crownamerican.com.

          Operating Strategies and Practices

          General.  The Company's management believes that the shopping center
business has evolved from primarily a development activity to an operating
business.  The Company's management believes that a shopping center company must
be a fully integrated real estate company with asset management, property
management, leasing, expansion and renovation, acquisition, development and
redevelopment, and financing expertise.

          Mall Management.  The Operating Partnership performs all day-to-day
property management functions for the Managed Properties. These functions
include leasing, construction, management, accounting, finance, data processing,
maintenance, marketing, promotion and security. The Company typically provides
each Managed Property with a general manager, who oversees the on-site staff,
and a marketing director.  In addition, each Managed Property is further
supported by regional group managers and multi-property operations, marketing
and support personnel.

          Marketing Support.  The Company has a Vice President of Marketing and
a corporate marketing director who, in conjunction with Managed Property
marketing directors, develop customized marketing plans for each Managed
Property, including special events, internet marketing, direct mail and
television, radio and newspaper advertising.

          Cost Controls.  Management has developed a centralized program for
purchasing selected supply items, which permits all Managed Properties to share
in bulk purchase discounts.  Management believes that effective control of
operating expenses will reduce common area charges which may enable the Company
to increase base rent levels.

          To preserve and increase the value of the Managed Properties over the
long term, the Company has a program of preventive maintenance, renovations and
expansion plans. The maintenance plans encompass paving, roofing, HVAC and
general improvements to the Managed Property common areas.

          Business Objectives and Policies

          The Company's business objective is to achieve long-term capital
appreciation through increases in cash flow and the value of the Company.  The
Company seeks to accomplish this objective through its direct and indirect
ownership of the Properties, selective acquisitions and/or development of
additional malls or other real estate properties in the United States, improved
operations of the Properties, lease-up of unleased space and any acquired
shopping centers and, where deemed appropriate, renovations and expansions of
these properties. A criterion for new investments will be that they offer the
opportunity for growth in Funds from Operations.  As used herein, "Funds from
Operations" means net income before minority interest, extraordinary items and
certain non-recurring items, real estate depreciation and amortization, and
additionally includes gain on sale of outparcel land sales and cash flow support
earned from Crown Investments (See Note 8 to the Consolidated Financial
Statements).  The Company anticipates that new real estate investments will be
located primarily in the Eastern United States, but it may also consider
purchasing properties in other regions of the United States.  All of the
Company's activities will be conducted through the Partnerships, although the
Company may hold temporary cash investments from time to time pending investment
or distribution to shareholders.

          The Company may purchase or lease properties for long-term investment,
expand and improve the Properties presently owned, or sell such Properties, in
whole or in part, when circumstances warrant.  The Company may also participate
with other entities in property ownership, through joint ventures or other types
of co-ownership.  The Company expects that any single investment in a property
would not exceed 10% of the Company's assets.  The Company's policy is to
acquire assets primarily for income and long-term appreciation in value through
the implementation of the Company's asset management and operating strategies.

          Disposition Objectives and Policies

           The  Company  will dispose of any of the Properties, if,  based  upon
management's periodic review of the Company's portfolio, the Board  of  Trustees
determines  that  such  action would be in the best interests  of  the  Company.
While  no  properties are classified as held for sale at December 31, 2000,  the
Company regularly evaluates property dispositions in order to  recycle capital
for  future investment opportunities, to lower leverage levels,  or  to
enhance  cash  flows and liquidity.  It is possible that the net sales  proceeds
for  some  properties, if sold in the future, could be lower than their  current
net book value, which would result in a loss upon possible future sale.

          Financing

           The  Company  maintains working capital and  lines  of  credit  that,
together  with  potential access to borrowings and other sources  of  funds,  it
believes is adequate for the current conduct of its business and investments  in
the  ordinary course.  The principal financing activities of the Company  during
2000  included:  (i)  additional borrowings of $20.2 million under its  modified
line  of credit facility, much of which was used to fund construction and tenant
allowance  costs  for the Valley Mall expansion project, (ii)  $8.3  million  in
borrowings under its construction loan for Washington Crown Center, (iii)  $16.9
million  in  debt  amortization and debt issuance costs and debt  paydowns  from
asset sales, (iv) $43.6 million paid in common and preferred dividends, (v) $2.9
million  received in Cash Flow Support (see Note 8 to the Consolidated Financial
Statements),  and (vi) $0.9 million in preferred stock buybacks  .   As  further
described in Note 5 to the Consolidated Financial Statements, in September  2000
the  Company  executed  a three-year extension and other  modifications  to  its
secured  revolving  credit facility with General Electric  Capital  Corporation.
The  maturity date on the modified line was extended from November 17,  2001  to
November  17, 2004.  The interest rate on the loan was reduced from  LIBOR  plus
2.95%  to LIBOR plus 2.25%.  The total availability under the line was increased
from  the former limit of $150 million to $175 million due to the addition of  a
sixth  mall  to the collateral base, which was completed in the fourth  quarter.
Availability under the line is based on the level of operating income  generated
at the collateralized properties; at December 31, 2000, total borrowing capacity
was  approximately $156.6 million.  The revolving credit facility  is  currently
secured  by  cross-collateralized mortgages on six  of  the  Company's  enclosed
malls.   The  modified  facility  also includes pre-defined  release  provisions
should  the  Company sell certain of the malls to third parties.   The  modified
facility  is locked out to prepayment until September 29, 2002, other  than  for
property  releases,  and  is prepayable thereafter with no  prepayment  penalty.
Borrowings  under this credit facility totaled $141.1 million at   December  31,
2000.

          In January 2001, the Company entered into an interest rate swap with a
bank  that  effectively locks in a LIBOR rate of 5.28%  for  two  years  on  $25
million  of  the Company's floating rate debt.  The Company has designated  this
transaction as a cash flow hedge of a floating-rate liability.

          If the Board of Trustees determines that additional funding is
required, the Company or the Partnerships may raise such funds through a variety
of options including additional infusions of equity (public or private and at
the Company or the Partnership level), debt financing or retention of additional
cash flow by reducing the dividend amount per share (subject to considerations
regarding the taxability of undistributed real estate investment trust income),
or a combination of these methods.  Given the Company's current level of
indebtedness, and given the uncertainties concerning future equity and debt
capital markets and interest rates, there is no assurance that the Company will
be able to secure such future infusions of equity and/or debt financing when
needed, or at rates or terms that will permit the Company to use the proceeds
raised to increase earnings or Funds from Operations.  It is anticipated that
any additional borrowings will be made through the Partnerships either directly
or indirectly; however, the Company may also incur indebtedness, the proceeds
from which may be re-loaned to the Partnerships.  Indebtedness incurred by the
Company may be in the form of bank borrowings, secured and unsecured, and
publicly and privately placed debt.  Indebtedness incurred by the Partnerships
may be in the form of purchase money obligations to the sellers of properties,
publicly or privately placed debt, financing from banks, institutional investors
or other lenders, any of which indebtedness may be unsecured or may be secured
by mortgages or other interests in the property owned by the Partnerships.  Such
indebtedness may be recourse to all or any part of the Properties to be owned by
the Partnerships, may be limited to the particular property to which the
indebtedness relates, and may be guaranteed by the Company.

          Strategy for Growth

          It is the objective of the Company's management to achieve growth in
Funds from Operations by maximizing cash flow from existing Properties through
increased occupancy and increased rent, expanding and/or renovating existing
Properties, acquiring and, to a lesser extent, developing properties, and by
selling properties that are not consistent with or essential to the Company's
long-term growth strategies.

          The Company follows a program of renovation and expansion in
circumstances where management believes that higher rental rates and occupancy
levels can be achieved.  The Company intends to continue to monitor
opportunities for expansion and reconfiguration and to capitalize on such
opportunities in part through utilizing its relationships with existing tenants
and its extensive contacts with the retailing community.  The Company intends to
undertake development activities as opportunities arise.  The Company's primary
acquisition strategy is to purchase under-performing shopping centers in
desirable areas and to improve their performance through a comprehensive program
of renovation, expansion, reconfiguration, and re-merchandising.  The Company
may acquire shopping centers in different regional markets to facilitate
geographic diversification of its real estate holdings.  The acquisition of
larger properties, or a group of properties, may be undertaken with an
institutional or joint venture partner.

          Because the Company's revenues are subject to a variety of factors,
many of which (such as local and national economic conditions, interest rates
and the financial performance of the Company's tenants) are beyond the Company's
control, there can be no assurance that the Company's management, leasing and
acquisition strategies will achieve the Company's growth objectives.

          Competitive Position

          The Malls are generally located in middle markets where there are
relatively few other enclosed malls, making most of them the dominant enclosed
mall in their respective trade areas; 22 Malls are the largest enclosed malls in
their trade areas, of which 11 are the only enclosed mall in their trade areas.

          Sixteen Malls are located in the state of Pennsylvania and one is
located in New Jersey near the Pennsylvania border.  Two of the Malls are
located in Virginia, two in Maryland, two in West Virginia, two in eastern
Tennessee, one in eastern North Carolina, and one in northwestern Georgia.

          The Company, and its predecessor, have continually expanded and
renovated its Malls to maintain their competitive position.  Twenty-two of the
Malls have had at least one expansion or renovation since they were completed,
and 18 of the Malls have been expanded more than once.  Approximately 1.8
million square feet of remaining expansion capacity is available and can be used
to maintain and enhance the quality of the Malls and their competitive position
in their trade areas.

          Although management believes the Malls can compete effectively within
their trade areas, the Company must also compete with other owners, managers and
developers of retail shopping centers and malls.  Many of its competitors may be
at an advantage to the extent they can utilize working capital and retained
earnings to finance projects while the Company is required to satisfy the REIT
qualification requirements under the Internal Revenue Code of 1986 (the "Code"),
which include a requirement to distribute specified amounts of its annual
taxable income, as defined in the Code (See Income Taxes section following for
additional information). In addition, retailers at the Malls face increasing
competition from discount shopping centers, outlet malls, shopping clubs, direct
mail, telemarketing, internet shopping, and home shopping television networks.

          Employees

          As of December 31, 2000, the Operating Partnership has 516 full-time
employees in the following operational areas:

                                                        Number of
                                                        Employees

     Asset and property management (including on-site)      420
     Leasing and lease administration                        20
     Development and construction services                   12
     Financial, accounting, MIS and legal services           42
     Executive management and corporate administration       22
      Total                                                 516

          None of the Operating Partnership's employees are currently
represented by any union.  The Company, the Financing Partnership and other
partnerships do not have any paid employees, but officers of the Operating
Partnership are also officers of the Company and the other partnerships. The
Company's management considers its relations with the employees of the Operating
Partnership to be satisfactory.

          Business Issues

          As the owner of real estate, the Company is subject to risks arising
in connection with the underlying real estate, including defaults under or
non-renewal of tenant leases, bankruptcy of tenants, competition, inability to
rent unleased space, failure to generate sufficient income to meet operating
expenses, as well as debt service, capital expenditures and tenant improvements,
environmental matters, financing availability and changes in real estate and
zoning laws.  The success of the Company also depends upon certain key
personnel, the Company's ability to maintain its qualification as a REIT,
compliance with the terms and conditions of the Mortgage Loans and other
indebtedness, and trends in the national and local economy, including interest
rates, income tax laws, governmental regulations and legislation and population
trends.

           Income Taxes

          The Company elected to be taxed as a Real Estate Investment Trust
(REIT) under Sections 856 through 860 of the Code, commencing with its first
taxable year ended December 31, 1993, and intends to conduct its operations so
as to continue to qualify as a REIT under the Code.  As a REIT, the Company
generally will not be subject to Federal and state income taxes on its net
taxable income that it currently distributes to shareholders.   Qualification
and taxation as a REIT depends on the Company's ability to meet certain dividend
distribution tests, share ownership requirements and various qualification tests
prescribed in the Code.

          If the Company fails to qualify as a REIT in any taxable year, the
Company will be subject to Federal and state income taxes (including any
applicable alternative minimum tax) on its taxable income at regular corporate
rates.  Even if the Company qualifies for taxation as a REIT, the Company may be
subject to certain state and local taxes on its income and property and to
Federal income and excise taxes on its undistributed income.

          Environmental Matters

          The Company believes that the Properties are in compliance in all
material respects with all federal, state and local ordinances and regulations
regarding hazardous or toxic substances.  The Company is not aware of any
environmental condition which the Company believes would have a material adverse
effect on the Company's business, assets or results of operations (before
consideration of any potential insurance coverage). Nevertheless, it is possible
that there are material environmental liabilities of which the Company is
unaware.  Moreover, no assurances can be given that (i) future laws, ordinances
or regulations will not impose any material environmental liability or (ii) the
current environmental condition of the Properties have not been or will not be
affected by tenants and occupants of the Properties, by the condition of
properties in the vicinity of the Properties or by third parties unrelated to
the Company.

           Many  of  the  Malls  contain, or at one time contained,  underground
and/or  above  ground storage tanks used to store waste oils or other  petroleum
products   primarily   related  to  the  operation  of   auto   service   center
establishments at such Malls, and one Mall was constructed on a site  a  portion
of  which  had  been previously used as a municipal landfill.   In  some  cases,
underground  storage tanks have been abandoned in place, filled  in  with  inert
materials  or removed and replaced with above ground tanks.  Historical  records
indicate that soil and groundwater contamination from underground tanks and,  in
one  case, a hydraulic lift, requiring remediation has occurred at five  of  the
Properties, and subsurface investigations (Phase II assessments) and remediation
work  are  either  ongoing or scheduled to be conducted by the Company  at  such
Properties.  The costs of remediation with respect to such matters have not been
and are not expected to be material.

           There are also minor amounts of asbestos-containing materials ("ACM")
in  most  of  the Properties, primarily in the form of floor tiles, mastics  and
roofing  materials,  which  are generally in good condition.   Fireproofing  and
insulation  containing  asbestos  is  also  present  in  certain  Properties  in
non-public  areas,  such  as mechanical rooms.  The Company  believes  that  the
presence  of  these ACM does not violate current law.  In addition, the  Company
has an ongoing program of reviewing spaces that have been vacated by tenants and
occupants  of  the  Properties for the presence of ACM,  and  removing  any  ACM
discovered in such spaces before reletting the same to new tenants or occupants.

          Two Malls also contain waste water treatment facilities which treat
waste water at the Malls before discharge into local streams.  Operation of such
facilities is subject to federal and state regulation.  All necessary permits
have been obtained and the Company's management believes such facilities are in
compliance with current law.

Item 2.   Properties.

(a)       The Malls

          Through its ownership interests in the Partnerships, the Company owns
the Malls, which consist of 26 wholly-owned enclosed shopping malls and a 50%
partnership interest in Palmer Park Mall (an enclosed shopping mall).  All of
the Malls have department stores and other large space users as anchor tenants
(the "Anchors"), as described in the table on the following pages.  All of the
Malls have numerous diversified retail stores, and in some instances a few
office or non-retail tenants (the "Mall Stores"), which are located along
enclosed malls connecting the Anchors. Additional freestanding retail stores and
ground lease properties (the "Freestanding Stores") are located along the
perimeter of the parking areas at 17 of the Malls.  Unless otherwise indicated,
the information provided in this Item 2 is stated as of December 31, 2000.

          The Company, through the Partnerships, owns all of the properties in
fee, except Palmer Park Mall, Shenango Valley Mall, Uniontown Mall and
Crossroads Mall.  Palmer Park Mall Venture, in which the Company has a 50%
general partnership interest, holds title in fee to Palmer Park Mall.  Shenango
Valley Mall, Uniontown Mall and Crossroads Mall are subject to third-party
ground leases.

          The total gross leasable area ("GLA") of the Malls is approximately
16.3 million square feet, including Anchors, Mall Stores and Freestanding
Stores.  As used herein, GLA of a Mall includes the GLA attributable to all
Anchors, including twelve anchor locations owned by their occupants or other
entities.  Anchors, Mall Stores and Freestanding Stores account for
approximately 60%, 35% and 5%, respectively, of the total GLA of the Malls.
Excluding Freestanding Stores, the enclosed Malls range in size from
approximately 265,000 to 848,000 square feet of GLA with an average size of
approximately 570,000 square feet of GLA.  Each Mall has ample surface parking
with 21 of the Malls having parking ratios above 5.0 per 1,000 square feet of
GLA.

          At December 31, 2000, 99% of the Company-owned anchor GLA was leased
and occupied, and all twelve non-owned anchor stores were occupied.  Vacant non-
revenue generating anchor premises at December 31, 2000 consist of a  former
Proffitt's store at Oak Ridge Mall which closed in 1999 and a former J.C. Penney
store at Carlisle Mall which closed in 1998.

           Mall Store GLA was 86% leased at December 31, 2000, and freestanding
space was 73% occupied at December 31, 2000.  All references herein to occupancy
rates and to leased space for mall shop tenants include signed leases with
tenants that have not yet taken occupancy.

           There are several types of retail shopping centers, varying primarily
by  size and marketing strategy.  Retail shopping centers of 100,000 square feet
to  400,000 square feet of GLA are considered "community" shopping centers,  and
those in excess of 400,000 square feet of GLA are considered "regional" shopping
centers, and those having in excess of 800,000 square feet of GLA are considered
"super-regional"  shopping centers. Twenty-three of  the  Malls  are  considered
regional  shopping  centers,  two  are super-regional,  and  two  are  community
shopping centers.

          The Malls generally are located in middle markets where there are
relatively few other enclosed shopping malls.  The Company's management believes
that the Malls have strong competitive positions because 22 are the largest, of
which 11 are the only, enclosed regional shopping malls in their respective
trade areas.  No one Mall accounted for more than 5.6% of the total GLA of the
Malls or 6.5% of total revenues for the year ended December 31, 2000.

          A substantial portion of the income from the Malls consists of rent
received under long-term leases.  Generally, the leases provide for tenants to
pay rent comprised of two elements. The first element is fixed base rent, which
typically increases according to a schedule agreed upon at the time of lease
inception.  The second element is percentage rent, which is based on a
percentage of gross sales in excess of a specified minimum annual amount.  In
some cases tenants only pay fixed base rent or only pay percentage rent.

          Virtually all of the leases for Mall Stores contain provisions
allowing the Company to recover certain costs for common area maintenance,
property taxes and other expenditures related to the day-to-day operations of
the Malls.  In addition, most of the Mall Store leases include provisions that
allow the Company to recover costs associated with roof and parking lot repairs
and other capital expenditures.  Most Anchors also contribute to certain of
these costs.

          Unless otherwise noted, the following table sets forth certain
information regarding the Malls as of December 31, 2000:

                                                % of GLA               Lease or
                                               December 31,            Easement
Property/Location (1)   Square Feet of GLA(1)    2000 (2)   Anchors   Expiration

Pennsylvania

Capital City Mall      Mall            237,253      97.6%   Sears          2004
Harrisburg, PA         Anchor          324,462     100.0%   Hecht's (8)    2093
                       Freestanding     46,158     100.0%   J.C. Penney    2010
                       Total GLA       607,873      99.1%

Carlisle Plaza Mall    Mall            142,341      56.4%   Vacant (4)        -
Carlisle, PA           Anchor          154,335      74.8%   Bon-Ton        2005
                       Freestanding     44,660      84.6%   Albion
                       Total GLA       341,336      68.4%     Antiques (4)    -

Chambersburg Mall      Mall            211,401      97.0%   Sears          2010
Chambersburg, PA       Anchor          241,690     100.0%   J.C. Penney    2012
                       Total GLA       453,091      98.6%   Value City     2007
                                                            Bon-Ton        2005

Logan Valley Mall      Mall            330,009      93.0%    Kaufmann's    2005
Altoona, PA            Anchor          453,643     100.0%    Sears         2016
                       Total GLA       783,652      97.1%    J.C. Penney   2017

Lycoming Mall          Mall            314,836      84.5%    Sears         2008
Williamsport, PA       Anchor          453,936     100.0%    J.C. Penney   2005
                       Freestanding     25,857      99.9%    Bon-Ton       2006
                       Total           794,629      93.9%    Kaufmann's(3) 2093
                                                             Value City    2008

Nittany Mall           Mall            210,448      93.8%    Sears         2005
State College, PA      Anchor          317,316     100.0%    J.C. Penney   2005
                       Freestanding      3,568     100.0%    Kaufmann's(3) 2097
                       Total GLA       531,332      97.6%    Bon-Ton       2003

North Hanover Mall     Mall            131,854      92.4%    Sears         2004
Hanover, PA            Anchor          288,932     100.0%    J.C. Penney   2001
                       Freestanding     28,914      30.7%    Bon-Ton       2006
                       Total           449,700      93.3%    Black Rose
                                                              Antiques (5)    -

Palmer Park Mall       Mall            131,820      79.6%    Bon-Ton       2014
Easton, PA             Anchor          314,235     100.0%    Boscov's      2018
                       Freestanding        684     100.0%
                       Total GLA       446,739      94.0%

Schuylkill Mall        Mall            275,799      70.3%    Sears         2005
Frackville, PA         Anchor          375,583     100.0%    Kmart         2005
                       Freestanding     78,096      15.0%    Bon-Ton (8)   2032
                       Total GLA       729,478      79.9%    Phar-Mor      2006
                                                             U.S. Factory
                                                              Outlets (12) 2009

Shenango Valley Mall   Mall            105,951      79.5%    Sears         2005
Sharon, PA             Anchor          385,276     100.0%    J.C. Penney   2004
                       Freestanding     21,416       0.0%    Kaufmann's    2006
                       Total GLA       512,643      91.6%

South Mall             Mall             76,308      98.2%    Bon-Ton       2005
Allentown, PA          Anchor          188,737     100.0%    Stein Mart    2006
                       Freestanding    142,136      78.1%    Phar-Mor      2006
                       Total GLA       407,181      92.0%

Uniontown Mall         Mall            240,623      87.3%    Sears         2003
Uniontown, PA          Anchor          411,381     100.0%    J.C. Penney   2005
                       Freestanding     45,978     100.0%    Bon-Ton       2006
                       Total GLA       697,982      95.6%    Value City    2002
                                                             Teletech      2005
                                                             Roomful Express
                                                              Furniture    2005

Viewmont Mall          Mall            207,787      99.8%    Sears         2005
Scranton, PA           Anchor          532,058     100.0%    J.C. Penney   2005
                       Freestanding     31,848      99.1%    Kaufmann's(8) 2093
                       Total GLA       771,693      99.9%

Washington Crown
Center                 Mall            226,319      81.2%    Sears         2009
Washington, PA         Anchor          441,286     100.0%    Ames          2006
                       Freestanding      3,132     100.0%    Bon-Ton       2010
                       Total GLA       670,737      93.7%    Kaufmann's(3) 2097
                                                             Hollywood
                                                              Theaters     2019

West Manchester Mall   Mall            296,514      77.4%    Value City    2011
York, PA               Anchor          407,366     100.0%    Bon-Ton       2001
                       Total GLA       703,880      90.5%    Wal-Mart      2014
                                                             Hecht's  (3)  2094

Wyoming Valley Mall    Mall            237,161      93.7%    Sears         2006
Wilkes-Barre, PA       Anchor          585,676     100.0%    J.C. Penney   2002
                       Freestanding     93,647      97.2%    Bon-Ton       2002
                       Total GLA       916,484      98.1%    Kaufmann's(6) 2002
                                                             Kaufmann's(6) 2002

Maryland

Francis Scott Key Mall Mall            274,176      92.3%    Sears         2003
Frederick, MD          Anchor          435,347     100.0%    J.C. Penney   2001
                       Freestanding      2,417     100.0%    Value City    2010
                       Total GLA       711,940      97.1%    Hecht's (8)   2044

Valley Mall            Mall            252,465      98.7%    J.C. Penney   2009
Hagerstown, MD         Anchor          595,866     100.0%    Bon-Ton       2014
                       Freestanding     48,762     100.0%    Montgomery
                       Total GLA       897,093      99.6%      Ward (8)    2044
                                                             Hecht's (8)   2099
                                                             R/C Theaters  2020

New Jersey

Phillipsburg Mall      Mall            216,652      80.4%    Bon-Ton       2010
Phillipsburg, NJ       Anchor          306,541     100.0%    J.C. Penney   2010
                       Freestanding     15,065      76.8%    Kmart         2015
                       Total GLA       538,258      91.4%    Sears         2004

North Carolina

Jacksonville Mall      Mall            171,845      99.8%    Belk-Rhodes   2011
Jacksonville, NC       Anchor          242,121     100.0%    J.C. Penney   2005
                       Total GLA       413,966      99.9%    Sears         2011

Virginia

New River Valley Mall  Mall            182,879      88.1%    Sears         2008
Christiansburg, VA     Anchor          240,753     100.0%    J.C. Penney   2008
                       Total GLA       423,632      94.8%    Belk-Rhodes   2008
                                                             Peebles       2009

Patrick Henry Mall     Mall            234,644      89.9%    J.C. Penney   2015
Newport News, VA       Anchor          407,644     100.0%    Dillards (7)  2008
                       Total GLA       642,288      96.3%    Hecht's (8)   2099
                                                             Dillards (7)  2013

Georgia

Mount Berry Square     Mall            208,790      74.7%    Sears         2011
Rome, GA               Anchor          269,868     100.0%    J.C. Penney   2006
                       Total GLA       478,658      89.0%    Proffitt's    2012
                                                             Belk-Rhodes   2011

Tennessee

Bradley Square         Mall            144,510      68.4%    Sears         2005
Cleveland, TN          Anchor          258,684     100.0%    J.C. Penney   2006
                       Total GLA       403,194      88.7%    Proffitt's    2006
                                                             Kmart         2012

Oak Ridge Mall         Mall            226,869      36.7%    Sears         2005
Oak Ridge, TN          Anchor          467,460      88.6%    J.C. Penney   2007
                       Freestanding    236,671      66.5%    Wal-Mart (8),
                       Total GLA       931,000      70.3%     (10)         2099
                                                             Proffitt's    2013
                                                             Vacant (11)      -

West Virginia

Crossroads Mall        Mall            193,748      89.0%    Belk-Rhodes   2008
Beckley, WV            Anchor          256,248     100.0%    J.C. Penney   2001
                       Total GLA       449,996      95.3%    Sears         2006

Martinsburg Mall       Mall            165,125      77.5%    Sears         2011
Martinsburg, WV        Anchor          391,270     100.0%    Wal-Mart      2011
                       Total GLA       556,395      93.3%    J.C. Penney   2011
                                                             Bon-Ton       2012

Totals for all         Mall Stores   5,648,127      86.1%
Malls                  Anchor        9,747,714 (9)  99.1%
                       Freestanding    869,009      73.4%
                       Total GLA    16,264,850      93.2%

(1)  Location is the major city or town nearest to the property, and is not
     necessarily the local jurisdiction in which the property is located.  GLA
     includes the total square footage of the Anchors, Mall Stores and
     Freestanding Stores.
(2)  Occupancy includes both tenants in occupancy and tenants that have signed
     leases but have not yet taken occupancy as of December 31, 2000.
(3)  Tenant  currently  holds  a long-term ground lease  with  nominal  purchase
     option.  These locations are deemed owned by their anchor occupants as they
     only pay a nominal rent.
(4)  Albion  Antiques  is the name given to the former Kmart  anchor  space  now
     substantially leased on a month-to-month basis to approximately 120 antique
     dealers.  Albion Antiques is currently generating approximately $93,000  in
     annual  net  income  from  these  tenants and  accordingly  this  space  is
     considered  to  be occupied in the accompanying occupancy statistics.   The
     38,000 square foot former J.C. Penney store remains vacant.
 (5) Black Rose Antiques is the name given to the former Kmart anchor space  now
     substantially leased on a month-to-month basis to approximately 160 antique
     dealers.    Black  Rose  Antiques  is  currently  generating  approximately
     $250,000  in  annual  net income from these tenants, and  accordingly  this
     space   is   considered  to  be  occupied  in  the  accompanying  occupancy
     statistics.
(6)  Kaufmann's  (a  division of May Department Stores) operates two  stores  at
     Wyoming  Valley  Mall;  one  for women's and children's  apparel  and  home
     furnishings and one for men's apparel.
(7)  Dillards operates two stores one for women's apparel and one for men's and
     children's apparel.
(8)  Tenant owns its store and the land under the store and operates under a
     reciprocal easement agreement.  The lease      expiration date reflects the
     expiration of the agreement.
(9)  Includes 1,528,000 square feet of space related to 12 stores that are owned
     or deemed owned under long-term lease purchase agreements by their anchor
     occupants, which are noted under (3) and (8) above.
(10) In July 2000 Wal-Mart purchased its store and 15.4 acres of land as further
     described in Note 14 to the Consolidated Financial Statements.
(11) In  August 1999 Proffitt's lease on their 50,000 square foot store expired,
     and they vacated the store.  This store remained vacant at December 31,
     2000.  Proffitt's continues to operate its other store in this mall.
(12) In  January  2001  U.S.  Factory  Outlet  entered  into  a  Surrender  and
     Termination Agreement for the release of their space on or about March  15,
     2001.

(b)       Other Properties

          The Company also has ownership interests in Pasquerilla Plaza and the
Anchor Pad, as described below, and also owns a total of approximately 76 acres
of undeveloped land in the vicinity of certain of the Malls which is available
for development, lease or sale to tenants or others.

          Pasquerilla Plaza is a five-story building located in Johnstown,
Pennsylvania, built in 1989, and contains 102,500 square feet of leasable area.
The Company, as owner of Pasquerilla Plaza, uses approximately 74,000 square
feet as its headquarters space.  Approximately 14,600 square feet is leased to
Crown Associates and affiliates for annual base rent of approximately $278,000.
Approximately 13,000 square feet is currently leased to third parties.  Net
rental revenue from Pasquerilla Plaza from tenants other than Crown Associates
and affiliates was $230,000 for the year ended December 31, 2000.

          The Anchor Pad.  The Anchor Pad is located at Westgate Mall in
Bethlehem, Pennsylvania.  Westgate Mall is owned by a third party unaffiliated
with the Company and the Anchor Pad is ground leased by such third party to the
Company.  The site encompasses 10 acres with an approximately 107,000 gross
square foot anchor store and a detached freestanding building of 5,000 square
feet.  Bon-Ton subleases the anchor store and the freestanding building from the
Company.  The ground lease and the sublease expired on November 22, 2000; the
Company has exercised an option to purchase the land fee interest for $500,000.
In 2000, the Company commenced an action in the Court of Common Pleas of Lehigh
County, PA to compel the ground lessor to complete the purchase.  Currently the
matter is pending before the Pennsylvania Superior Court on an appeal taken by
the ground lessor to a pre-trial order entered by the lower court in favor of
the Company.  Rental revenue from the Anchor sublease was $387,000 in 2000.

(c)       Property Insurance

          The Company's management believes that all Properties described herein
under Items 2(a) and 2(b) which are owned by the Company, in whole or in part,
are adequately covered by insurance.

Item 3.   Legal Proceedings

          The Company from time to time is involved in litigation incidental to
its business. Except as described below, neither the Company nor any of the
Partnerships are currently involved in any material litigation and, to the best
of the Company's knowledge, there is no material litigation currently threatened
against the Company or the Partnerships, other than routine litigation arising
in the ordinary course of business, most of which is expected to be covered by
liability insurance or established reserves.

          Shareholder litigation

           On August 10, 1995, August 17, 1995, and September 8, 1995 complaints
were  filed  by various individuals on behalf of themselves and also purportedly
on behalf of other similarly situated persons against the Company and certain of
its  executive officers in United States District Court for the Western District
of Pennsylvania to recover unspecified damages under the federal securities laws
resulting from a decline in the market price for the Company's common shares  of
beneficial interest which are listed and traded on the New York Stock  Exchange.
The decline in the Company's share price followed the announcement on August  8,
1995  of  various operational  and capital resource initiatives by the  Company,
including  the  reduction of the Company's quarterly dividend  to  increase  its
levels  of  retained internal cash flow and the planned sale of  certain  assets
that  at the time did not fit the Company's growth strategy.  The complaints  in
these  three  cases  were consolidated by the Court and a  consolidated  amended
complaint  was  filed  on  July  30, 1996.  The consolidated  amended  complaint
asserts  a  class  period  extending from March  1,  1995  to  August  8,  1995,
inclusive.

           A  fourth  Complaint was filed the week of December 15,  1995  by  an
individual  on  behalf  of  himself and also  purportedly  on  behalf  of  other
similarly  situated persons against the Company and certain of its  current  and
former  executive officers in the United States District Court for  the  Eastern
District  of  Pennsylvania (the Warden action).  This  action  was  subsequently
transferred  to the Western District of Pennsylvania.  While this  Complaint  is
substantially  similar  to the previous Complaints, it alleged  a  class  period
extending from August 17, 1993 (the IPO date) to August 8, 1995.

           The Company filed a motion seeking to dismiss the consolidated action
and  negotiated a stay of the Warden action pending resolution of the motion  to
dismiss  the  consolidated actions.  On September 15, 1997 the Court  issued  an
opinion dismissing the consolidated amended complaint.  In its ruling, the Court
dismissed  certain allegations with prejudice and others with an opportunity  to
amend.   On October 10, 1997 the Plaintiffs filed a second amended complaint  in
the  consolidated  action.   On December 2, 1997  the  court  entered  an  order
consolidating  the  cases  for pretrial purposes.   On  December  16,  1997  the
Plaintiff  in the Warden action filed a second amended complaint, which  changed
the  end of the putative class period to February 28, 1995.  On January 16, 1998
the  Company filed motions seeking dismissal of both the consolidated action and
the  Warden action.  On October 15, 1998 the Court in the Warden action  granted
the  Company's motion to dismiss and permitted the plaintiffs to  file  a  third
amended complaint.

           On November 2, 1998, the Court granted in part and denied in part the
Company's  motion  to dismiss the second amended complaint in  the  consolidated
action.   In  its  ruling, the Court dismissed the Company as  a  defendant  and
dismissed all of the plaintiff's claims with prejudice, except for a narrow  set
of allegations relating to projections of the 1995 dividend at a March 1995 REIT
conference and in the 1994 annual report.   On November 30, 1998, the plaintiffs
in  the  Warden  action  and the consolidated action each  filed  third  amended
complaints.   In  the consolidated action, plaintiffs sought  to  renew  certain
claims  against  the  Company notwithstanding the  Court's  prior  rulings.   On
December  21,  1998, the Company filed a motion seeking dismissal of  the  third
amended complaint in the Warden action.  On February 5, 1999, the Company  filed
a motion to dismiss the third amended complaint in the consolidated action.

          On July 6, 1999, the Court granted the Company's motion to dismiss the
third  amended  complaint in the Warden action in its entirety  with  prejudice.
On  August 5, 1999, the plaintiffs filed an appeal to the U.S. Court of  Appeals
for  the Third Circuit.  On July 20, 1999, the Court granted in part and  denied
in  part  the  Company's motion to dismiss the third amended  complaint  in  the
Consolidated  action.   In  its ruling, the Court dismissed  the  Company  as  a
defendant  and  otherwise ruled consistent with its November 2, 1998,  decision,
dismissing  all  of  the  claims,  except for  the  narrow  set  of  allegations
referenced above.  On May 17, 2000, the individual defendants filed a motion for
summary  judgment in the consolidated action.  This motion is awaiting decision.
On July 12, 2000, the Court of Appeals affirmed in all respects the dismissal of
the  Warden action.   On July 25, 2000, Plaintiffs in the Warden action filed  a
petition requesting a rehearing of their appeal.  On August 24, 2000, the  Court
of  Appeals  denied  Plaintiffs' petition and the Warden  action  has  now  been
finally concluded in favor of the Company and its officers.

           On  January 9, 2001, the plaintiffs in the Warden action and a  third
individual filed a complaint in the Court of Common Pleas of Philadelphia County
(the  Stein  action) asserting state law claims against the  Company  which  are
substantially  similar to the claims and allegations made in the  Warden  action
and dismissed with prejudice by the United States District Court for the Western
District  of Pennsylvania and the Third Circuit  Court of Appeals.  The  Company
intends  to  vigorously  defend  the Stein  action,  which  is  currently  in  a
preliminary  stage.  Based on the advice of legal counsel, the Company  believes
that  it  and  the  named officers have substantial defenses to the  plaintiffs'
claims.  The Company's current and former officers are covered under a liability
insurance  policy  paid for by the Company.  The Company's  officers  also  have
indemnification agreements with the Company.

           On  February 8, 2001, subject to court approval, the Company  entered
into  a  Stipulation and Agreement of Compromise and Settlement (the "Settlement
Agreement") in the Consolidated action.  Pursuant to the terms of the Settlement
Agreement,  the  parties agreed to settle the Consolidated  action  as  a  class
action  for  a  total  payment  of $1.1 million for all  claims,  administrative
expenses, litigation costs and attorney's fees, which sum is to be paid  by  the
Company's insurer pursuant to a liability insurance policy.  The Company and its
officers denied any liability.  On February 14, 2001, the court issued an  order
preliminarily approving the Settlement Agreement, certifying the case as a class
action,  directing the issuance of notice to members of the class and scheduling
a  final hearing on the settlement for May 31, 2001.  The Company believes  that
the  Settlement Agreement should receive final approval by the Court,  and  that
the  Consolidated  action  should be dismissed with prejudice  upon  such  final
approval.   While the final resolution of the Consolidated action and the  Stein
action  cannot be presently determined, management does not believe  that  these
actions  will  have  a  material adverse effect  on  the  Company's  results  of
operations or financial condition.

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

          No matters were submitted to a vote of security holders of the Company
during the fiscal quarter ended December 31, 2000.

EXECUTIVE OFFICERS OF THE COMPANY

          The following table sets forth certain information with respect to the
executive officers of the Company as of February 20, 2001.

       Name                Age        Office with the Company

Mark  E.  Pasquerilla      41         Chairman of the Board of Trustees,
                                      Chief Executive Officer, and President
Nicholas O. Antonazzo      63         Executive Vice President, Development
Thomas Stephenson          59         Executive Vice President, Asset Management
Terry L. Stevens           52         Trustee, Executive Vice President,
                                      Chief Financial Officer
Donato B. Zucco            60         Trustee, Senior Vice President,
                                      Chief Administrative Officer
Robert J. Griffith         54         Senior Vice President, Real Estate Leasing

          Mark E. Pasquerilla, Chairman, Chief Executive Officer and President,
directs all operational activities, establishes corporate policy and provides
overall strategic direction for the Company.  Mr. Pasquerilla was named
President in 1990, Vice Chairman in 1998 and Chairman, CEO and President in
1999.  Mr. Pasquerilla was a member of the Governor of Pennsylvania's Economic
Development Partnership Council from 1987 to 1995, and is a former Fulbright-
Hays Scholar.  In addition, Mr. Pasquerilla is a member of the Board of
Directors and the Executive Committee of USBANCORP, INC. and the Discount
Committee of US Bank, Inc., and of the Board of Directors of Concurrent
Technologies Corporation.

          Nicholas O. Antonazzo became Executive Vice President, Development, of
the Company upon its formation.  Mr. Antonazzo directs the expansion and
redevelopment of regional malls and anchor department store relations.  He has
also served as Executive Vice President of Development of Crown Associates from
1987 to August 16, 1993.  Mr. Antonazzo is a former state director for the
International Council of Shopping Centers and is admitted to practice law before
the Pennsylvania Supreme and Superior Courts.

          Thomas Stephenson became Executive Vice President, Asset Management,
upon joining the Company in April 1994.  Mr. Stephenson is responsible for
directing the operations of the Company's regional shopping mall portfolio.  He
served as Senior Vice President of Operations for The Hahn Company (a shopping
center developer and manager) from 1987 to 1994 and as Vice President of
Operations from 1983 to 1987.   Previously, he was with Trizec Corporation, Ltd.
(a shopping center developer and manager) from 1971 to 1983 as Vice President of
Operations.  Mr. Stephenson is a CPA.

          Terry L. Stevens is Trustee, Executive Vice President and Chief
Financial Officer of the Company.  He is responsible for all finance and
treasury functions including debt and equity financing, property acquisitions
and dispositions, all accounting, reporting, and MIS functions, and is also
actively involved in investor relations.  Mr. Stevens joined the Company in May
1994 as Vice President and Chief Accounting Officer, and he was promoted to
Senior Vice President in February 1995, to CFO in September 1998, and was named
Trustee and Executive Vice President in May 1999.  Prior to joining the Company
Mr. Stevens was Director of Financial Systems at AlliedSignal, Inc., a large
multi-national manufacturer, from 1990 to 1994.  He also spent 18 years with
Price Waterhouse, an international accounting firm, including seven years as an
audit partner.  Mr. Stevens is a CPA.

          Donato B. Zucco, Ph.D., is Trustee, Senior Vice President and Chief
Administrative Officer of the Company.  He is responsible for a wide variety of
administrative activities that support the Company's business units, which
include Facilities Planning, Human Resources, Corporate Communications, Legal
and Risk Management.  Dr. Zucco joined the Company in January 1991 as Senior
Vice President and Chief Administrative Officer and was named Trustee in October
1999.  He also serves as a member of the Board of Directors of Promistar Bank.
Dr. Zucco presides as the Mayor of the City of Johnstown.

          Robert J. Griffith became Senior Vice President, Real Estae Leasing in
1995.  Mr. Griffith is responsible for all aspects of the Company's mall shop
leasing program.  He has over twenty years of experience in the leasing field.
Mr. Griffith is an active member of the International Council of Shopping
Centers and is licensed by the Real Estate Commission of Pennsylvania.

          The executive officers are elected annually by the Board of Trustees
at an organization meeting which is held immediately after each Annual Meeting
of Shareholders.  The executive officers of the Company serve in the identical
offices in each of the Partnerships.


                                     PART II

Item  5.    Market  for  Registrant's Common Shares of Beneficial  Interest  and
            Related Shareholder Matters

           The  shares are listed on the New York Stock Exchange (symbol:  CWN).
As  of  February  20,  2001,  there were 26,207,919  common  shares  issued  and
outstanding, held by 2,269 holders of record.  The high and low sales  price  of
the  common  shares and dividends paid per common share during each  quarter  in
2000 and 1999 were as follows:

                                    2000                          1999
                            High     Low     Dividend   High      Low   Dividend

Quarter ended March 31     $6 1/2  $5 3/16   $0.2050   $8        $6 1/8   $0.200
Quarter ended June 30      $6      $4 13/16  $0.2075   $7 13/16  $6 1/4   $0.205
Quarter ended September 30 $6 5/16 $5 3/16   $0.2075   $7 3/8    $6 5/16  $0.205
Quarter ended December 31  $6 1/16 $5 1/8    $0.2075   $6 3/4    $5 1/4   $0.205

Item 6.   Selected Financial Data

           The  following table sets forth selected consolidated financial  data
for   the   Company,  its  wholly-owned  subsidiaries,  and  its  majority-owned
subsidiary, the Operating Partnership.  The Company is sole general  partner  in
the  Operating  Partnership,  and as of December 31,  2000  holds  100%  of  the
preferred  partnership  interests  (see Note 6  to  the  Consolidated  Financial
Statements)  and  72.47%  of  the common partnership  interests.  The  Operating
Partnership directly owns the fee or leasehold interests in seven malls, the 50%
joint venture interest in Palmer Park Mall, the Corporate headquarters building,
and  the  Westgate  anchor pad.  All remaining properties  are  owned  by  seven
partnerships and limited liability companies that are 99.5% or 100.0%  owned  by
the  Operating  Partnership.  The remaining 0.5% interests in these  second-tier
entities  are  owned by the Company through its wholly-owned subsidiaries.   The
selected  financial  data should be read in conjunction  with  the  Consolidated
Financial  Statements and Notes thereto in Item 8, and "Management's  Discussion
and  Analysis of Financial Condition and Results of Operations" in Item 7 in the
Annual Report on Form 10-K.

           Industry analysts generally consider Funds from Operations ("FFO") an
appropriate  measure of performance for an equity REIT.  Funds  from  Operations
means  net  income  (computed in accordance with generally  accepted  accounting
principles) before minority interest, real estate depreciation and amortization,
and  extraordinary  and  certain non-recurring items, and additionally  includes
cash  flow support earned from Crown Investments (see Note 8 to the Consolidated
Financial  Statements).  Management believes that Funds from  Operations  is  an
appropriate  measure of the Company's operating performance  because  reductions
for  real  estate  depreciation and amortization charges are not  meaningful  in
evaluating the operating results of the Properties, which have historically been
appreciating  assets.   Gains on sales of outparcel land are  included  in  this
measure  of  performance.  Gains or losses on sales of operating properties  and
anchor  store  locations  are excluded from FFO because  such  transactions  are
uncommon and not a part of ongoing operations.

           In  1999  the  National Association of Real Estate Investment  Trusts
(NAREIT) adopted changes to the definition of Funds from Operations that  became
effective in 2000; all prior years' reported FFO was restated to conform to  the
new changes.  The primary impact on the Company was that certain "non-recurring"
items  previously  excluded  from  FFO are  now  included.   As  a  result,  the
restructuring  costs  of  $2,251,000 in 1999 and  $369,000  in  2000  have  been
deducted from FFO.

           EBITDA  is  defined as revenues and gain on sales of outparcel  land,
less mall operating costs and corporate general and administrative expenses, but
before  interest,  and all depreciation and amortization.   Management  believes
this  measure provides the clearest indicator of operating performance  for  the
following  reasons:  (i) it is industry practice to evaluate the performance  of
real  estate  properties  based  on net operating  income  (or  NOI),  which  is
generally  equivalent  to  EBITDA except that EBITDA is  reduced  for  corporate
general and administrative expenses; and (ii) both NOI and EBITDA are unaffected
by the capital structure of the property owner.

           Funds from Operations and EBITDA (i) do not represent cash flow  from
operations as defined by generally accepted accounting principles, (ii) are  not
necessarily indicative of cash available to fund all cash flow needs  and  (iii)
should  not  be  considered  as an alternative to net  income  for  purposes  of
evaluating the Company's operating performance.

           Other  data  that  management believes is important in  understanding
trends in its business and properties are also included in the following table.

<TABLE>
<CAPTION>

Item 6.  Selected Financial Data (continued)

                                             Year Ended December 31,
                                     2000     1999    1998     1997      1996
                                              (5),    (5),     (5),      (5),
                                              (10)    (10)     (10)      (10)
                                      (in thousands, except per share data)
<S>                                 <C>       <C>      <C>      <C>       <C>
Operating Data:
Total revenues                     $170,377 $157,875 $145,781 $130,366  $133,621
Operating costs:
Property operating costs             53,839   49,712   47,583   43,151    46,106
Depreciation and amortization        47,754   44,306   41,712   38,311    35,315
General and administrative
expenses                              5,167    4,751    5,066    4,698     4,135
Restructuring costs                     369    2,251        -        -         -
Operating income before interest     63,248   56,855   51,420   44,206    48,065
Interest                           (57,062) (51,075) (45,417) (42,663)  (45,337)
Gain on sale of property                700    1,761    1,210    1,051     5,776
Income before minority interest
and extraordinary items               6,886    7,541    7,213    2,594     8,504
Minority interest in Operating
Partnership                           (664)    1,734    8,363    1,644   (1,979)
Cumulative effect of change in
accounting method                         -        -  (1,703)        -         -
Extraordinary loss on early
extinguishment of debt                (243)        - (22,512)  (2,331)     (718)
Net income (loss)                     5,979    9,275  (8,639)    1,907     5,807
Dividends on preferred shares      (13,695) (13,750) (13,750)  (6,646)         -
Net income (loss) applicable to
common shares                     $ (7,716) $(4,475) $(22,389) $(4,739) $  5,807
Per share data (after minority
interest): (1)
Basic EPS:
Income (loss) before extraordinary
items                             $  (0.28) $ (0.17) $ (0.18) $ (0.11) $    0.23
Extraordinary items                  (0.01)        -   (0.62)   (0.06)    (0.02)
Cumulative effect of change in
accounting method                         -        -   (0.05)        -         -
Net income (loss)                 $  (0.29) $ (0.17) $ (0.85) $ (0.17) $    0.21
Diluted EPS:
Income (loss) before extraordinary
items                             $  (0.28) $ (0.17) $ (0.18) $ (0.11) $    0.23
Extraordinary items                  (0.01)        -   (0.62)   (0.06)    (0.02)
Cumulative effect of change in
accounting method                         -        -   (0.05)        -         -
Net income (loss)                 $  (0.29) $  (0.17) $(0.85) $ (0.17) $    0.21

Other Data:
EBITDA (2 & 4)                    $ 117,080 $ 108,288 $ 98,499 $ 88,028 $ 91,514
Funds from Operations (FFO): (3,
4, & 5)
Net income (loss)                 $   5,979 $   9,275 $(8,639) $  1,907 $  5,807
Adjustments:
Minority interest in Operating
Partnership                             664   (1,734)  (8,363)  (1,644)    1,979
Less gain (loss) on asset sales
other than outparcels                   224   (1,290)        -        -  (2,351)
Depreciation and amortization -
real estate                          49,427   45,925   42,992   39,682    36,678
Operating covenant amortization       2,623    2,630    2,630    2,630     2,630
Cash flow support earned              2,902    2,973    3,784    3,733     2,889
Cumulative effect of change in
accounting method                         -        -    1,703        -         -
Extraordinary loss on early
extinguishment of debt                  243        -   22,512    2,331       718
Funds from Operations before
allocations to minority interest
and Preferred shares                 62,062   57,779   56,619   48,639    48,350
Less:
Amounts allocable to preferred
shares                               13,695   13,750   13,750    6,646         -
Amounts allocable to minority
interest                             13,316   12,121   11,653   10,810    12,287
Funds from Operations applicable
to common shares                  $  35,051 $ 31,908 $ 31,216 $ 31,183 $  36,063
Weighted average common shares
outstanding - basic                  26,208   26,208   26,393   27,228    27,515
Weighted average common shares
outstanding - diluted                26,208   26,208   26,393   27,228    27,519
Weighted average common shares and
Operating Partnership units
outstanding - basic                  36,164   36,164   36,317   36,667    36,956
Weighted average common shares and
Operating Partnership units
outstanding - diluted                36,164   36,164   36,317   36,667    36,960
Cash Flows:
Net cash provided by operating
activities                        $  58,286 $ 56,939 $ 56,984 $ 38,976  $ 43,208
Net cash (used in) investing
activities                         (30,625) (49,683) (104,725) (71,012) (40,090)
Net cash provided by (used in)
financing activities               (30,219)  (3,597)   51,781   34,059   (2,408)

(1), (2), (3), (4), (5), (10) - See page 17 for explanation.


</TABLE>

<TABLE>
<CAPTION>

Item 6.   Selected Financial Data (continued)


                                               December 31,
Balance Sheet             2000        1999        1998        1997       1996
Data:
<S>                    <C>        <C>         <C>         <C>         <C>
Income-producing
properties
(before accumulated
depreciation and
amortization)          $ 1,215,879 $ 1,184,696 $ 1,134,349 $ 1,024,641 $ 960,692
Total assets               855,501     875,208     869,288     785,949   740,638
Total debt and
liabilities                758,929     746,630     708,047     570,845   600,986
Minority interest
(debit) credit             (3,050)       2,727      11,724      25,334    35,576
Shareholders' equity        96,572     125,851     149,517     189,770   104,076

Portfolio Property Data
(6):

Number of retail
properties at end
of year                         27          28          28          26        25

Total GLA at end of year
(000 sq. ft.) (7)           16,265      16,378      15,948      14,999    14,321

Mall shop GLA at end of
year (000 sq. ft.)           5,648       5,779       5,734       5,539     5,355

Comparable store mall
shop tenant sales per
square foot (8)          $     265  $     258    $     242   $     228  $    217

Mall shop occupancy
percentage at
year end (9)                   86%        84%          82%         79%       76%


(1)  All per share data are based on the weighted average common shares
     outstanding shown for the respective periods.
(2)  EBITDA represents earnings before interest, all depreciation and
     amortization, and unusual items.  The derivation of EBITDA is shown
     in Item 7 (c) herein.  As a REIT, the Company is generally not subject to
     federal or state income taxes.
(3)  Funds from Operations represents net income before minority interest, real
     estate depreciation and amortization, plus earned cash flow support and
     adjusted for extraordinary and certain non-recurring items.
(4)  EBITDA and Funds from Operations (i) do not represent cash flow from
     operations as defined by generally accepted accounting principles,
     (ii) are not necessarily indicative of cash available to fund all
     cash flow needs and (iii) should not be considered as an
     alternative to net income for purposes of evaluating the Company's
     operating performance.
(5)  Beginning in 2000, the Company adopted a revised definition of FFO as
     promulgated by NAREIT.  FFO for 1999 and prior periods has been restated.
(6)  The above data reflects the impact of the Valley Mall acquisition completed
     in November 1997, the acquisition of Crossroads and Jacksonville Malls and
     Greater Lewistown Plaza in May 1998, the sale of Middletown Mall in July
     1998, and the sale of Greater Lewistown Plaza in June 2000.  See Notes 13
     and 14 to the Consolidated Financial Statements.
(7)  Total GLA includes anchor stores (company-owned and tenant-owned), mall
     shops, and freestanding space.
(8)  Total sales for all mall shop tenants, excluding freestanding space, movie
     theaters, and supermarkets, amounted to $1,048 million, $1,010 million,
     $909 million, $721 million, and $719 million for 2000 to 1996,
     respectively. Sales reported for 2000 to 1996 for all owned anchor stores
     were $1,234 million, $1,286 million, $1,249 million, $1,132 million, and
     $1,112 million, respectively.  The Company owns 93 of 105 anchor store
     premises as of December 31, 2000.
(9)  Includes both tenants in occupancy and tenants that have signed leases but
     have not yet taken occupancy as of the dates indicated.
(10) Certain reclassifications have been made to prior year amounts to conform
     to the current year presentation.

</TABLE>

Item 7.    Management's Discussion and Analysis of Financial Condition and
Results of Operations

           The  following  discussion should be read  in  conjunction  with  the
Selected Financial Data in Item 6 and the Consolidated Financial Statements  and
Notes thereto in Item 8 in this Annual Report on Form 10-K.  The Note references
in  this item can be found on pages 33 to 50.   Historical results set forth  in
the  Selected Financial Data and the Consolidated Financial Statements of  Crown
American  Realty Trust (the "Company") are not necessarily indicative of  future
financial position and results of operations of the Company.

(a)       General Background and Performance Measurement

          Organization

           Crown  American Realty Trust (the "Company") was formed  in  1993  to
acquire  interests in 23 enclosed shopping malls and certain other  real  estate
(collectively  the  "Properties") then owned by Crown  American  Corporation,  a
wholly-owned subsidiary of Crown Holding Company ("Crown Holding").  The Company
is  a  real estate investment trust under the Internal Revenue Code of 1986,  as
amended.   On August 17, 1993 the Company completed its initial public  offering
and  raised  net proceeds of approximately $405 million in equity  from  issuing
approximately  25.5  million shares, including the subsequent  exercise  of  the
underwriters' over-allotment option.  The Company used the proceeds to  purchase
an  initial 78% general partnership interest in Crown American Properties,  L.P.
(the  "Operating  Partnership"), a partnership which was formed  just  prior  to
consummation  of  the offering referred to above.  The current  27.53%  minority
limited common partnership interests are held by Crown Investments Trust and  by
Crown   American  Investment  Company,  a  wholly-owned  subsidiary   of   Crown
Investments Trust, both of which are wholly-owned subsidiaries of Crown Holding.
The  funds  raised  in the initial public offering were used  by  the  Operating
Partnership to retire debt related to the Properties.  As described in Note 6 to
the  Consolidated  Financial Statements, the Company  also  holds  100%  of  the
preferred  partnership  interests in the Operating  Partnership  that  arose  in
connection with the Company's issuance of preferred shares in July 1997.

            Simultaneous  with  the  initial  public  offering,  Crown  American
Associates,   successor  to  Crown  American  Corporation,  and   an   affiliate
transferred  the  Properties  and  the management  operations  into  either  the
Company, the Operating Partnership, or Crown American Financing Partnership (the
"Financing Partnership"), a partnership owned 99.5% by the Operating Partnership
and  0.5%  by  the Company.  As a result of these transactions, the  Company  is
engaged primarily in the ownership, operation, management, leasing, acquisition,
expansion,   development  and  financing  of  shopping   malls.   In   addition,
simultaneous with the above transaction, the Financing Partnership borrowed $300
million  of mortgage debt initially secured by 15 properties.  The $300  million
was  used  to  retire existing debt related to the Properties.  As described  in
Note  5  to  the Consolidated Financial Statements, in August 1998 the remaining
balance of the $300 million of mortgage debt was refinanced in its entirety.

           The  properties held by the Company at December 31, 2000 consist  of:
(i)  26 wholly-owned enclosed shopping malls (together with adjoining outparcels
and  approximately  76 acres of undeveloped land) located in  Pennsylvania,  New
Jersey,  Maryland,  Tennessee,  North  Carolina,  West  Virginia,  Virginia  and
Georgia,  (ii)  a 50% general partnership interest in Palmer Park Mall  Venture,
which  owns  Palmer Park Mall located in Easton, Pennsylvania, (iii) Pasquerilla
Plaza,  an  office  building in Johnstown, Pennsylvania,  which  serves  as  the
headquarters of the Company and is partially leased to other parties, and (iv) a
parcel  of  land  (under  ground lease with purchase  option)  improved  with  a
building leased to a department store chain.

(b)       Funds from Operations

          Year ended December 31, 2000 versus year ended December 31, 1999

           Total  year 2000 FFO (before allocations to minority interest and  to
preferred shareholders) was $62.1 million compared to $57.8 million in  1999,  a
7.4%  increase.   1999's  FFO  has been restated,  as  required  under  NAREIT's
(National  Association of Real Estate Investment Trusts) revised  definition  of
FFO,  to  reflect the impact of one-time restructuring costs.  This  restatement
impacted  1999's FFO by $2.3 million.  FFO allocable to common  shares  for  the
year  ended  December  31, 2000 was $35.0 million, a 9.8%  increase  over  $31.9
million  reported in 1999.  Average common shares outstanding during  both  2000
and  1999  were  26,208,000.  The number of properties were the  same  for  both
years,  except  for  the Greater Lewistown Shopping Plaza, a non-enclosed  strip
shopping center, which was sold in June 2000.

           The  increase in FFO before allocations to minority interest  and  to
preferred dividends compared to 1999 was due primarily to the following:  (i)  a
$7.9  million increase in mall shop and anchor base and percentage rents,  as  a
result of higher occupancy levels, higher average rental rates, and higher  mall
shop  sales, (ii) $0.2 million in higher temporary and seasonal leasing  income,
(iii)  $0.8  million in higher net utility and miscellaneous mall  income,  (iv)
$0.5  million in higher gain on the sale of outparcel land, (v) $0.8 million  in
higher net construction and fee income, (vi) $0.2 million in higher lease buyout
income,  and  (vii) lower restructuring costs, net of other G & A increases,  of
$1.3  million.   These positive variances were partially offset by  (viii)  $6.0
million  in higher interest costs due to higher interest rates, higher  deferred
financing  cost  amortization, lower interest capitalized,  and  higher  average
borrowings  outstanding, (ix) $0.7 million in higher property  operating  costs,
net of recoveries, and (x) $0.7 million in lower straight-line rental income.

          Year ended December 31, 1999 versus year ended December 31, 1998

           Total  1999  FFO  (before  allocations to minority  interest  and  to
preferred shareholders) was $57.8 million compared to $56.6 million in  1998,  a
2.0%  increase.  FFO for 1999 was negatively impacted from $2.3 million in  one-
time  restructuring costs.  FFO applicable to common shareholders for  the  year
ended  December 31, 1999 was $31.9 million compared to $31.2 million in 1998,  a
2.2%  increase.   Average common shares outstanding during 1999  and  1998  were
26,208,000 and 26,393,000, respectively.

           FFO  contributed  from existing mall operations (before  general  and
administrative  costs, land sales, restructuring costs, and cash  flow  support)
was  up  $7.1 million before interest costs (a 7.0% increase) and $3.3  million,
net  of  interest, compared to 1998.  FFO contributed from the 1998  acquisition
properties was up $2.9 million before interest and $1.1 million after  interest.
One property sold in 1998 produced a negative FFO impact of $0.5 million.

           The $7.1 million increase from existing properties referred to in the
preceding  paragraph resulted from:  (i)  an increase in mall shop  minimum  and
percentage  rent  of  $5.7 million, primarily the result of  improved  occupancy
levels and higher average base rental rates, (ii)  an increase in anchor minimum
rents of $1.0 million, partially offset by a decrease in anchor percentage rents
of  $0.7  million,  (iii)   an  increase  in  straight-line  rental  income  and
miscellaneous  revenues  of  $0.3 million, (iv)  an increase  in  temporary  and
seasonal leasing income of $0.7 million, and (v)  an increase in recovery income
(net of property operating costs) of $0.1 million.

(c)       EBITDA - Earnings before Interest, Taxes, Depreciation and
          Amortization

          The computation of EBITDA is shown below for the years ended December
31, 2000, 1999, and 1998 ($000):
                                                       Year Ended December 31,
                                                      2000      1999      1998

Total revenues                                     $ 170,377 $ 157,875 $ 145,781
Add back operating covenant amortization
    deducted in minimum rent                           2,623     2,630     2,630
Net                                                  173,000   160,505   148,411

  Less recoverable costs and expenses               (47,549)  (45,346)  (42,788)
  Less other operating costs                         (3,707)   (1,991)   (2,262)
  Less property administrative costs                 (2,583)   (2,375)   (2,533)
  Less corporate general & administrative costs      (5,167)   (4,751)   (5,066)
  Add back depreciation/amortization in above
    expense lines and joint venture depreciation
    and interest (Company's share)                     2,162     1,775     1,527
  Gain on outparcel land sales                           924       471     1,210
EBITDA, as reported                                $ 117,080 $ 108,288 $  98,499

        Year ended December 31, 2000 versus year ended December 31, 1999

           Total EBITDA for the year ended December 31, 2000 was $117.1 million,
an  increase  of  $8.8 million, or 8.1%, over 1999's EBITDA of  $108.3  million.
This  increase  was primarily due to higher rents and higher  occupancy  in  the
existing portfolio, partially offset by higher property operating costs.

        Year ended December 31, 1999 versus year ended December 31, 1998

           Total EBITDA for the year ended December 31, 1999 was $108.3 million,
an  increase  of $9.8 million, or 9.9% over 1998's amount of $98.5 million.   Of
this  total  increase, $7.4 million was attributable to the existing properties,
$2.9  million  was  due  to the 1998 acquisition properties,  and  the  sale  of
Middletown Mall in July 1998 produced a decrease of $0.5 million.

 (d)      Property Operating Results and Trends

          Aggregate Tenant Sales Volume

      Over the long term, the level of anchor and mall shop tenant sales is  the
single most important determinant of revenues of the Company as anchor and  mall
shop  tenants  provide  over  90% of total revenues  and  because  tenant  sales
determine  the  amount  of  rent,  percentage  rent  and  recoverable   expenses
(together,  total  occupancy costs) that tenants can afford  to  pay.   However,
levels  of  tenant sales are considerably more volatile in the  short  run  than
total occupancy costs.

           Total  reported  sales for all tenants that reported  sales  for  the
applicable years are shown below ($ in millions):

                                           2000      1999     1998

           Anchors (owned locations)     $ 1,234   $ 1,286  $ 1,249
           Mall shop tenants, excluding
             freestanding, theater, and
             supermarkets                  1,048     1,010      909

          The  above data excludes sales from all seasonal and temporary tenants
who  generally do not report their sales to the Company.  The Company owned   93
of  105 anchor store locations at December 31, 2000, and 97 of 108 anchor  store
locations at December 31, 1999.

          In a period of increasing sales, rents on new leases will tend to rise
as tenants' expectations of future growth become more optimistic.  In periods of
declining  sales,  rents  on  new leases tend to  grow  more  slowly.   However,
revenues  generally increase as older leases roll over or are  terminated  early
and replaced with new leases negotiated at current rental rates that are usually
higher than the average rates for existing leases.

Average base rents per square foot for mall shop tenants at quarter end for  the
last  three  years are shown in the following table.   The increase  in  average
base  rent  during  these three years results primarily from  renewing  existing
leases at higher base rents, from leasing vacant space at higher base rents, and
from elimination of lower paying tenants that closed during these periods.

                                        2000      1999      1998

           March 31                   $ 18.82   $ 17.95   $ 16.94
           June 30                      19.01     18.07     16.95
           September 30                 19.25     18.34     17.30
           December 31                  19.44     18.63     17.54

           Comparable Mall Store Sales and Occupancy Cost

           Management  believes that over long periods of time  the  ability  of
tenants  to  pay occupancy costs and earn profits increases as sales per  square
foot  increase,  whether through inflation or real growth in customer  spending.
Occupancy costs are comprised of base fixed rents, percentage rents, and expense
recoveries - pro rata share of real estate taxes and common area maintenance and
other  costs  pertaining to the property.  Because most mall shop  tenants  have
certain  fixed  expenses, the occupancy costs that they can afford  to  pay  and
still  be profitable is a higher percentage of sales at higher sales per  square
foot.  While such increased occupancy costs as a percentage of sales cannot grow
indefinitely  for  any one tenant, management believes that it  is  possible  to
increase  the percentage paid by all tenants as a group by aggressively  working
to replace under-performing tenants with better performing ones.

           Comparable mall store sales per square foot in each reporting  period
is  based on sales reported by mall store tenants (excludes anchors and  certain
other large space users) that occupied space in both the current and immediately
preceding reporting period.  Comparable mall store sales per square foot for the
last  three years are set out below.  Also shown below is the percentage of mall
shop tenants' occupancy costs as a percentage of their annual sales.

                                                2000      1999      1998

Comparable mall store sales per square foot     $ 265     $ 258     $ 242
Occupancy  cost percentage at period  end       10.2%     10.1%     10.3%

          Seasonality and Occupancy

          The enclosed shopping mall industry is seasonal in nature, with anchor
and  mall  shop tenant sales highest in the fourth quarter due to the  Christmas
season, and with lesser, though still significant, sales fluctuations associated
with  the  Easter  holiday and back-to-school events.  While minimum  rents  and
expense  recoveries are generally not subject to seasonal factors,  many  leases
are  scheduled to expire in the first calendar quarter, and the majority of  new
stores  open  in  the second half of the year in anticipation of  the  Christmas
selling season.  Accordingly, revenues and occupancy levels are generally lowest
in the first quarter and highest in the fourth quarter.

           The aggregate mall shop occupancy percentage, defined as the ratio of
total mall shop space that is leased (including both tenants occupying space and
tenants  that have signed leases but have not yet taken occupancy) to the  total
mall  shop  space gross leasable area ("GLA") at quarter-end for the last  three
years is set out below.

                                    Mall Shop Occupancy
                                    2000   1999    1998

           March 31                 84%    82%     79%
           June 30                  85%    82%     81%
           September 30             85%    83%     81%
           December 31              86%    84%     82%

               At  December  31,  2000,  anchor occupancy  was  99%  and  total
portfolio occupancy (anchors, mall stores and freestanding) was 93%.

(e)       Results of Operations

          Year ended December 31, 2000 versus year ended December 31, 1999

          Revenues

           Components of minimum rents and percentage rents for the years  ended
December 31, 2000, 1999 and 1998 are as follows ($000):

                                          Year Ended December 31,
                                        2000         1999       1998
Components of Minimum Rents:
  Anchors - base rents               $  24,820    $  24,307   $ 23,527
  Mall shops & freestanding -
   base rents                           80,886       74,660     67,195
  Mall shops & freestanding -
   percentage rent in lieu of
   fixed base rent                       2,612        2,489      2,908
  Straight line rental income               89          745        564
  Ground leases - base rents             1,977        2,057      1,949
  Lease buyout income                      538          350          8
  Operating covenant amortization      (2,623)      (2,630)    (2,630)
     Total Minimum Rents             $ 108,299    $ 101,978   $ 93,521

                                                 Year Ended December 31,

                                        2000         1999       1998

Components of Percentage (Overage)
 Rents:
  Anchors                            $   3,356    $   3,352   $  3,899
  Mall shops, freestanding, and
   ground leases                         4,868        3,725      3,292
     Total Percentage (Overage)
       Rents                         $   8,224    $   7,077   $  7,191

Total  revenues  were $170.4 million in 2000, an increase of $12.5  million,  or
7.9%,  over  1999's   revenues of $157.9 million.  Revenues  increased  in  2000
primarily  due  to  higher base and percentage rents due  to  higher  occupancy,
higher  average  rents,  and higher mall shop sales.   In  addition,  year  2000
revenues  include  $1.7  million in construction income  related  to  an  anchor
tenant.

          Property Operating Costs

                                Property  operating  and  administrative  costs,
excluding depreciation and amortization, increased $4.1 million in 2000, an 8.2%
increase  over  1999.   Of this increase, $1.2 million related  to  construction
expense  incurred  for  an anchor tenant.   Most of the remaining  increase  was
attributable to higher operating costs at the properties, including  maintenance
costs, insurance, security, food court, and property administrative expenses.

          Depreciation and Amortization

           Depreciation  and amortization expense increased by $3.4  million  in
2000,  primarily due to a full year's depreciation and amortization  expense  on
the   Valley  Mall  and  Washington  Crown  Center  redevelopments  which   were
substantially completed in late 1999.

          General and Administrative

           General  and  administrative expenses, net  of  capitalized  amounts,
increased  by  $0.4 million in 2000 compared to 1999.  Gross spending  was  $1.4
million  lower  in  2000 due to savings from the 2000 and  1999  restructurings.
This  reduction  was  largely  offset by lower  capitalization  of  construction
overhead because most construction projects were completed.

          During the first quarter of 2000, the Company recorded a restructuring
charge  of  $0.4  million related to severance and related costs  for  employees
affected  by  an  8%  reduction  in the corporate  office  staff  together  with
reductions   in   other   corporate  expenses.    The   restructuring   involved
approximately  twelve  home office employees, representing  a  cross-section  of
management and clerical employees.

      During  the  first  and  third  quarters of  1999,  the  Company  recorded
restructuring charges of $1.0 million and $1.2 million, respectively, related to
severance  and  related costs for employees affected by two  reductions  in  the
number  of  corporate office staff together with reductions in  other  corporate
office-related  expenses. The restructurings involved approximately  thirty-five
home office employees, representing a cross-section of management, clerical, and
secretarial employees.

      The  restructuring  costs  are  shown as  a  separate  line  item  in  the
Consolidated Statements of Operations.  Approximately $0.8 million was paid  out
during  2000  related  to  the  three  restructuring  programs  outlined  above.
Approximately  $0.2 million of liability remains at December  31,  2000  and  is
included in "Accounts payable and other liabilities" in the Consolidated Balance
Sheet.  It is expected that the majority of this liability will be paid in 2001.

          Interest Expense, Net

           Interest expense (net of capitalized amounts and interest income) for
2000  was  $57.1 million, a $6.0 million increase over 1999.  This increase  was
due  to  a  variety of factors, including higher average borrowings  outstanding
($3.1  million),  higher interest rates ($1.0 million),  higher  financing  cost
amortization  ($0.6  million),  and  lower  interest  capitalization  and  lower
interest income ($1.3 million).

          Gain on Sale of Outparcel Land

           Gain on sale of outparcel land was $0.9 million in 2000, $0.5 million
higher than 1999.
          Year ended December 31, 1999 versus year ended December 31, 1998

     Total 1999 revenues were $157.9 million compared to $145.8 million in 1998,
an  increase  of  $12.1 million or 8.3%.  Of this $12.1 million  increase,  $4.8
million  came  from the four properties acquired in 1997 and 1998, $8.4  million
came  from previously-owned centers, offset by a $1.1 million decrease from  one
sold property.

Property   operating  and  administrative  costs,  excluding  depreciation   and
amortization,  increased  by  $2.1  million  in  1999  compared  to  1998.   The
composition  of this $2.1 million increase was $1.5 million from  the  recently-
acquired  properties and $1.2 million from previously-owned centers,  offset  by
$0.6  million  from  one sold property.  Depreciation and  amortization  expense
increased by $2.6 million in 1999 due primarily to the four properties  acquired
in 1997 and 1998.

           General  and administrative expenses were approximately $0.3  million
lower  in 1999 compared to 1998.  Interest expense increased by $5.7 million  in
1999 compared to 1998, of which $1.8 million was associated with the purchase of
the four new properties.

           Gain  on  the  sale  of outparcel land was $0.5 million  in  1999,  a
decrease of $0.7 million compared to 1998.

          Change in Accounting Method for Percentage Rent

           On  May  21,  1998 the Emerging Issues Task Force ("EITF")  discussed
Issue 98-9 "Accounting for Contingent Rent" and reached a consensus that lessors
should  defer the accounting recognition of contingent rent, such as  percentage
rent,  until  the  specific  tenant sales breakpoint  target  is  achieved.   On
November 19, 1998, the EITF rescinded its consensus reached on May 21, 1998.  On
December 3, 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin  No.  101  ("Revenue  Recognition")  which  essentially  affirmed   the
accounting  method for contingent rents that the EITF had initially  adopted  on
May 21, 1998.

          During the third quarter of 1998 and prior to the EITF's rescission on
November 19, 1998, the Company implemented the May 21, 1998 EITF consensus as  a
change  in  accounting method and accordingly recorded as of January 1,  1998  a
$1.7  million  cumulative effect adjustment representing  the  change  in  prior
years' percentage rent income based on the new method of accounting.  The impact
on percentage rent income of the new method for the year ended December 31, 1998
was  a reduction of percentage rents of about $12,000 from what would have  been
reported  under  the  Company's previous method of  accounting.   The  Company's
previous  accounting method, which was fully acceptable under generally accepted
accounting  principles ("GAAP"), recognized percentage rent on a pro-rata  basis
when  a  tenant's  achievement of its sales breakpoint was considered  probable.
The  impact on the fourth quarter of 1998 was an increase in percentage rent  of
approximately  $66,000 over what would have been reported.  The  impact  on  the
previously reported first, second, and third quarters of 1998 was immaterial.

          New Accounting Pronouncements

           In  June  1998,  the  Financial  Accounting  Standards  Board  issued
Statement  of Financial Accounting Standards No. 133, Accounting for  Derivative
Instruments  and Hedging Activities ("SFAS No. 133").  The Statement establishes
accounting  and  reporting standards requiring that every derivative  instrument
(including  certain  derivative  instruments embedded  in  other  contracts)  be
recorded  in the balance sheet as either an asset or liability measured  at  its
fair  value.  The FASB has approved Statement No. 137, Accounting for Derivative
Instruments  and  Hedging Activities - Deferral of the effective  date  of  FASB
Statement  No. 133, which amends Statement 133 to  be effective for  all  fiscal
quarters of all fiscal years beginning after June 15, 2000.  The application  of
this  standard has had no effect on the Company's financial position and results
of  operations  for  the year ended December 31, 2000.   In  January  2001,  the
Company  entered  into  a  $25 million interest rate swap  and  will  apply  the
guidance set forth in SFAS No. 133 to this transaction.

           In  December  1999,  the Securities and Exchange Commission  released
Staff  Accounting  Bulletin No. 101, "Revenue Recognition ("SAB  No.  101"),  to
provide  guidance on the recognition, presentation and disclosure of revenue  in
financial  statements.  Specifically, SAB No. 101 provides, among other  things,
guidance  on lessors' accounting for contingent rent.  SAB No. 101 explains  the
SEC  staff's  general framework for revenue recognition.  SAB No. 101  does  not
change  existing  literature on revenue recognition, but  rather  clarifies  the
SEC's  position  on  preexisting literature.  SAB No. 101 did  not  require  the
Company  to  change existing revenue recognition policies and therefore  had  no
impact  on the Company's financial position or results of operations at December
31, 2000.

          Accounting for Minority Interest

      Minority interest represents the common partnership units in the Operating
Partnership that are owned by Crown Investments and its subsidiary.  At December
31, 2000 Crown Investments and its subsidiary owned 9,956,398 common partnership
units,  or  27.53%  of  the total common partnership units  outstanding.   Crown
American  Realty Trust owns the remaining 72.47%. The minority interest  balance
is  adjusted each year for Crown Investments' and its subsidiary's proportionate
share  of  net  income  (loss)  of the Operating  Partnership  (after  deducting
preferred  unit distributions), common partnership distributions, and additional
capital  contributions.  Primarily because the common partnership  distributions
have  been larger than the Operating Partnership's income (loss) after preferred
unit  distributions,  the minority interest account on the consolidated  balance
sheets has been declining each year.  The balance was reduced below zero in  the
second  quarter  of 2000.  Under generally accepted accounting principles,  when
the  minority  partner's share of the Operating Partnership's net income  (loss)
and  the minority partner's cash distributions and capital contributions,  would
cause  the minority interest balance to be less than zero, such balance must  be
reported  at zero unless there is a legal obligation of the minority partner  to
reimburse  the  Operating Partnership for such excess amounts.  The  partnership
agreement does provide for such obligation by the minority partner in  the  form
of  cash flow support payments on four of the Company's malls that were  in  the
lease-up phase at the time of the Company's IPO in 1993.  Accordingly, since the
minority interest account is reduced below zero, and there is a legal obligation
of  the  minority partner to make additional cash contributions to the Operating
Partnership, the minority interest balance at December 31, 2000 is shown on  the
Consolidated Balance Sheet as an asset.  This asset balance at December 31, 2000
has  been limited to $3.1 million, the estimated amount of cash flow support  to
be  received over the next twelve months.  An additional amount of $2.6 million,
representing  the excess losses and distributions over and above the  cash  flow
support,  has  been  absorbed by the Company in its  share  of   loss  from  the
Operating Partnership for the third and fourth quarter of 2000.

           (f) Cash Flows, Liquidity and Capital Resources

      For  the  years  ended  December 31, 2000, 1999,  and  1998,  the  Company
generated $58.3 million, $56.9 million, and $57.0 million, respectively, in cash
from  operating activities, as shown in the accompanying Consolidated Statements
of Cash Flows in Item 8 hereto.

          2000 Cash Flows

           During  2000, the Company generated $58.3 million in cash flows  from
operating activities, which is net of an aggregate $3.0 million negative  impact
from  changes  in  receivables, restricted cash and  escrow  deposits,  deferred
charges  and  other  assets, and accounts payable and  other  liabilities.   The
Company invested $46.1 million in its existing properties in 2000 which included
$13.0  million  in the Valley Mall redevelopment project, $9.3  million  in  the
expansion/renovation of Washington Crown Center, and $12.9 million in mall  shop
tenant  allowances.  The Company received $8.9 million in net proceeds from  the
sale  of  the  Greater Lewistown Shopping Plaza and from the sale of  an  anchor
store  to  its  owner-occupant.  The Company used a net  $30.2  million  in  its
financing activities, which included (i) additional borrowings of $26.1 million,
net  of  debt issuance costs, (ii) $14.7 million of loan amortization  and  debt
repayments,  (iii)  $43.6 million of common and preferred dividends,  (iv)  $2.9
million  of  Cash  Flow  Support  (see Note  8  to  the  Consolidated  Financial
Statements), and (v) $0.9 million of preferred stock buybacks.

          1999 Cash Flows

           During  1999, the Company generated $56.9 million in cash flows  from
operating activities, which is net of an aggregate $1.4 million negative  impact
from  changes  in  receivables, restricted cash and  escrow  deposits,  deferred
charges  and  other  assets, and accounts payable and  other  liabilities.   The
Company invested $53.2 million in its existing properties in 1999 which included
$16.2  million  in the Valley Mall redevelopment project, $12.3 million  in  the
expansion/renovation of Washington Crown Center, and $13.9 million in mall  shop
tenant  allowances.   The Company received $3.4 million  in  cash  from  a  note
receivable in connection with the sale of Middletown Mall in 1998.  The  Company
used  a  net  $3.6  million  in  its financing activities,  which  included  (i)
additional  borrowings  of  $29.2 million under  its  modified  line  of  credit
facility much of which was used for the Valley Mall expansion project (see  Note
5  to  the  Consolidated Financial Statements), (ii) $12.7 million in borrowings
under  its construction loan for Washington Crown Center, (iii) $5.2 million  in
debt amortization and debt issuance costs, (iv) $43.2 million paid in common and
preferred dividends, and (v) $3.0 million received in Cash Flow Support.

          1998 Cash Flows

           During  1998, the Company generated $57.0 million in cash flows  from
operating  activities,  which is net of $1.7 million net  positive  impact  from
changes  in  receivables, restricted cash and escrow deposits, deferred  charges
and  other  assets,  and  accounts payable and other liabilities.   The  Company
invested  $63.5 million in its existing properties in 1998 which included  $11.7
million in the expansion/renovation of Washington Crown Center, $9.5 million  in
the  expansion/renovation of Patrick Henry Mall, $4.1 million in the Valley Mall
redevelopment  project, and $16.5 million in mall shop tenant  allowances.   The
Company also spent $46.7 million to acquire three properties not including $14.7
million  of  debt  assumed in connection with the Crossroads  Mall  and  Greater
Lewistown  Plaza  acquisitions and $4.5 million in additional partnership  units
issued in 1998 related to Middletown Mall and Greater Lewistown Plaza (see Notes
13  and 14 to the Consolidated Financial Statements).  The Company also received
$8.1  million  in cash from the sale of Middletown Mall.  The Company  generated
net  $51.8  million  from its financing activities, which  included  (i)  $465.0
million from the 10-year mortgage loan with General Electric Capital Corporation
offset  by the related refinancing of $421.0 million of debt (see Note 5 to  the
Consolidated Financial Statements), (ii) $46.7 million in borrowings  under  the
GECC  lines  of  credit  that  was used for property acquisitions,  (iii)  $22.0
million  in  new  borrowings under the GECC general line of credit  for  general
working  capital  purposes, (iv) $10.5 million in construction  loan  draws  and
other  borrowings, (v) $9.9 million in loan paydowns and principal amortization,
(vi)  $16.6 million cash portion of extraordinary losses on early extinguishment
of  debt, (vii) $42.8 million paid in common and preferred dividends, and (viii)
$3.8  million  in Cash Flow Support.  These financing cash flows  exclude  $14.7
million  of  debt  that  was assumed as part of property acquisitions  and  $4.5
million in issuance of partnership units as disclosed above.

          Liquidity and Capital Resources

          The Company has significant ongoing capital requirements.  The Company
believes  that  its cash generated from property operations and  funds  obtained
from  property  financings  and general corporate borrowings  will  provide  the
necessary  funds on a short-term and long-term basis for its operating expenses,
debt service on outstanding indebtedness and recurring capital expenditures  and
tenant  allowances, and all dividends to the shareholders necessary  to  satisfy
the REIT dividend distribution requirements under the Internal Revenue Code (see
Note  2 to the Consolidated Financial Statements).   The Company intends to  pay
regular quarterly dividends to its shareholders.  However, the Company's ability
to  pay  dividends  is  affected by several factors, including  cash  flow  from
operations, capital expenditures, and its ability to refinance its maturing debt
as  described below.  Dividends by the Company will be at the discretion of  the
Board  of  Trustees and will depend on the cash available to  the  Company,  its
financial  condition, capital and other requirements, and such other factors  as
the Trustees may consider.

       Sources of capital for non-recurring capital expenditures, such as  major
building  renovations and expansions, acquisitions, and for balloon payments  on
maturing  outstanding indebtedness, are expected to be obtained from  additional
Company  or property financings and refinancings, sale of non-strategic  assets,
additional  equity  raised in the public or private markets, and  from  retained
internally  generated  cash  flows,  or from  combinations  thereof.  Given  the
Company's  current level of indebtedness, and given the uncertainties concerning
future equity and debt capital markets and interest rates, there is no assurance
that  the Company will be able to secure such future infusions of equity  and/or
debt  financing  and refinancings when needed, or at rates or  terms  that  will
permit the Company to use the proceeds raised to increase earnings or Funds from
Operations.   The  Company  has  substantially  completed  construction  of   an
expansion  and  redevelopment of Washington Crown Center  and  an  expansion  at
Valley  Mall.   The  total  cost  of  the two  projects,  including  capitalized
construction  overhead, interest, and tenant allowances, are  estimated  at  $33
million  and  $35 million, respectively, of which $31 million and  $33  million,
respectively, had been incurred as of December 31, 2000.  In addition to amounts
incurred  at  December 31, 2000, the Company is committed  for  future  payments
under  various  construction purchase orders and certain leases. The  Washington
Crown  Center project was financed by a bank construction loan which was prepaid
in  December  2000.  The Valley Mall expansion was financed under  the  line  of
credit  with General Electric Capital Corporation as described in Note 5 to  the
Consolidated Financial Statements.

      Also,  as  more  fully  described in Note 5 to the Consolidated  Financial
Statements,  on  August  28,  1998 the Company closed  a  $465  million  10-year
mortgage with General Electric Capital Corporation ("GECC").  The gross proceeds
from  the new loan (the "GECC Mortgage Loan") were used to refinance the  $280.6
million  Kidder  Mortgage Loans, the $110.0 million interim mortgage  loan  (see
below), and a $30.0 million secured term loan.  The remaining proceeds were used
largely  to  establish escrows to fund the remaining expansion and redevelopment
costs of Patrick Henry Mall and Nittany Mall, and to fund closing costs, initial
loan  reserves  and prepayment penalties with respect to $200.0 million  of  the
Kidder Mortgage Loans and the $30.0 million secured term loan that were pre-paid
prior to their maturity dates.  The prepayment penalties for the Kidder Mortgage
Loans  and  the  $30  million term loan were approximately  $16.6  million.   In
addition,  approximately  $5.9 million of unamortized deferred  financing  costs
related to the Kidder Mortgage Loans and the $110 million interim mortgage  loan
were  written  off.  Both of these items were accounted for as an  extraordinary
loss on early extinguishment of debt.  The GECC Mortgage Loan has a fixed stated
interest rate of 7.43% and is secured by cross-collateralized mortgages on 15 of
the  malls.  The loan provides for payment of interest only during the first two
years  and  interest and principal amortization, based on 25 year  amortization,
during the last eight years.

      As  of  December  31,  2000,  the  scheduled  principal  payments  on  all
outstanding debt are $10.9 million, $33.9 million, $9.7 million, $218.5 million,
and   $9.2  million  for  the  years  ended  December  31,  2001  through  2005,
respectively, and $440.6 million thereafter.  The Company expects  to  refinance
or  extend  the  majority  of the maturities over the next  five  years  through
additional  Company  financings and from refinancing the  maturing  loans.   The
Company's  ability  to refinance or extend these loans on or  before  their  due
dates  depends  on  the level of income generated by the properties,  prevailing
interest rates, credit market trends, and other factors that may be in effect at
the  time of such refinancings or extensions and there is no assurance that such
refinancings or extensions will be executed.  The ratios of the Company's EBITDA
to  interest  paid on total indebtedness (exclusive of capitalized interest  and
interest income) for the years ended December 31, 2000, 1999, and 1998 were 2.07
to 1, 2.06 to 1, and 2.14 to 1, respectively.

           As  further  described  in  Note  8  to  the  Consolidated  Financial
Statements,  Crown  Investments and its subsidiary  have  been  granted  rights,
subject  to certain restrictions, whereby they may redeem part or all  of  their
common partnership units for common shares, on a one-to-one basis, or cash at  a
price equal to the value of the Company's common shares.  Crown Investments  has
pledged substantially all of its limited partnership units as collateral  for  a
loan it has received from an unrelated third party.

(g)       Economic Trends

           Because  inflation has remained relatively low during the last  three
years  it  has  had little impact on the operations of the Company  during  this
period.  Tenant  leases also provide, in part, a mechanism to help  protect  the
Company  during highly inflationary periods.  As operating costs increase,  most
leases  permit a pass-through of the common area maintenance and other operating
costs,  including real estate taxes and insurance, to the tenants and therefore,
the  tenants  will absorb part of this increased operating cost.   Most  of  the
leases  provide  for  percentage rent after a certain  minimum  sales  level  is
achieved.   Thus, during highly inflationary periods, when retail sales  at  the
Malls  increase,  the  Company should receive additional rental  income  through
percentage rent increases, partially offsetting the effect of inflation.

           In  periods  of an economic slowdown, the Company may be  subject  to
additional  risks  arising  in  connection  with  the  underlying  real  estate,
including defaults under or non-renewal of tenant leases, bankruptcy of tenants,
competition,  inability to rent unleased space, lower tenant sales resulting  in
reduced  percentage  rents,  and higher energy and other  operating  costs,  all
resulting in placing increased strain on the Company's financial condition.

           The  use of the Internet for retail sales is growing rapidly, but  at
present  is  a  very minor component of total retail sales distribution  in  the
United  States,  and  particularly of the types of products  typically  sold  in
enclosed  regional  malls.   Management of the Company  does  not  foresee  that
Internet  retailing will have a significant effect on tenant sales or  occupancy
levels in the foreseeable future.

(h)       Forward Looking Statements

           This  Annual  Report  on  Form 10-K contains certain  forward-looking
statements within the meaning of Section 27A of the Securities Act of  1933,  as
amended,  and  Section  21E of  the Securities Act of 1934,  as  amended.   Such
statements are based on assumptions and expectations, which may not be  realized
and  are inherently subject to risks and uncertainties, many of which cannot  be
predicted  with  accuracy.   Future events and  actual  results,  financial  and
otherwise,  may  differ  from  the  results  discussed  in  the  forward-looking
statements.  Risk and other factors that might cause differences, some of  which
could  be material, include, but are not limited to, economic and credit  market
conditions,  the  ability  to  refinance maturing indebtedness,  the  impact  of
competition,   consumer   buying  trends,  financing  and   development   risks,
construction  and  lease-up delays, cost overruns, the level and  volatility  of
interest  rates,  the  rate of revenue increases versus  expense  increases  and
financial  stability of tenants within the retail industry,  as  well  as  other
risks  listed  from  time  to  time  in the Company's  reports  filed  with  the
Securities  and  Exchange Commission or otherwise publicly disseminated  by  the
Company.   Although management believes that the assumptions made in  connection
with the forward-looking statements are reasonable, there are no assurances that
the  assumptions  and expectations will prove to have been correct  due  to  the
foregoing and other factors.

Item 7 (a)     Quantitative and Qualitative Disclosures About Market Risk

           Accounts receivable and accounts payable carrying amounts approximate
the  fair  value  of  the  accounts receivable and  accounts  payable  balances,
respectively, at December 31, 2000.

           In the ordinary course of business, the Company is exposed to risks
that increases in interest rates may adversely affect interest costs associated
with $141.1  million of variable-rate debt, which represents 19.5% of total
long-term debt,  and costs when refinancing maturing fixed-rate debt.  The
following table presents  principal cash flows and related weighted average
interest rates by expected maturity dates  (dollars in millions):

                                                                        2006 and
                                   Year ending December 31,             There-
                           2001     2002     2003     2004     2005      after

Long-term debt
  Fixed rate debt         $10.9    $33.9     $9.7     $77.4     $9.2    $440.6
Average interest rate     7.51%    7.95%    7.33%     8.19%    7.16%     7.52%
Variable rate debt            -        -        -    $141.1        -         -
  Average interest rate       -        -        -     8.81%        -         -

           Interest  rate  risk for the Company increased  in  2000  due  to  an
increase  in  variable  rate debt from $112.6 million at December  31,  1999  to
$141.1 million at December 31, 2000.  The Company's variable rate debt is  based
primarily  on  LIBOR, and the Company will incur increasing  interest  costs  if
LIBOR   increases.   The  Company  may  enter  into  interest  rate   derivative
instruments to mitigate such risks in the future, but as of December  31,  2000,
the Company had no such instruments outstanding.

          A hypothetical change of 10% in LIBOR, on which the Company's variable
interest  rates  are  based,  would increase or  decrease  interest  expense  by
approximately $0.9 million based on the level of variable rate debt  outstanding
at December 31, 2000.

          In January 2001, the Company entered into an interest rate swap with a
bank  that  effectively locks in a LIBOR rate of 5.28%  for  two  years  on  $25
million  of  the Company's floating rate debt.  The Company has designated  this
transaction as a cash flow hedge of a floating-rate liability.

Item 8.        Financial Statements and Supplementary Data


                       REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Trustees and Shareholders of
Crown American Realty Trust:

We  have  audited the accompanying consolidated balance sheets of Crown American
Realty  Trust (a Maryland real estate investment trust) and subsidiaries  as  of
December  31,  2000  and  1999,  and  the  related  consolidated  statements  of
operations, shareholders' equity and cash flows for each of the three  years  in
the period ended December 31, 2000. These financial statements and the schedules
referred  to  below are the responsibility of the management of  Crown  American
Realty  Trust.   Our responsibility is to express an opinion on these  financial
statements and schedules based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States.  Those standards require that we plan and  perform  the
audit to obtain reasonable assurance about whether the financial statements  are
free  of  material misstatement.  An audit includes examining, on a test  basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit  also  includes assessing the accounting principles used  and  significant
estimates  made  by  management,  as well as evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In  our  opinion, the financial statements referred to above present fairly,  in
all  material  respects, the consolidated financial position of  Crown  American
Realty  Trust  and  subsidiaries, as of December 31,  2000  and  1999,  and  the
consolidated results of their operations and their cash flows for  each  of  the
three years in the period ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States.

Our  audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole.  The schedules included in Part IV of the 2000 Form
10-K  are  presented for purposes of complying with the Securities and  Exchange
Commission  rules  and  are not part of the basic financial  statements.   These
schedules have been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly state in all material
respects the financial data required to be set forth therein in relation to  the
basic financial statements taken as a whole.




                                                         /s/ ARTHUR ANDERSEN LLP



Pittsburgh, Pennsylvania
February 22, 2001

<TABLE>
<CAPTION>


CROWN AMERICAN REALTY TRUST
Consolidated Statements of Operations

                                                 Year Ended December 31,
                                            2000            1999         1998

                                          (in thousands, except per share data)
<S>                                       <C>            <C>            <C>
Rental operations:
Revenues:
Minimum rent                             $  108,299      $  101,978    $  93,521
Percentage rent                               8,224           7,077        7,191
Property operating cost recoveries           36,323          34,314       31,603
Temporary and promotional leasing            10,840          10,654        9,661
Net utility income                            3,562           3,157        2,991
Miscellaneous income                          3,129             695          814
Net                                         170,377         157,875      145,781
Property operating costs:
Recoverable operating costs                  47,549          45,346       42,788
Property administrative costs                 2,583           2,375        2,533
Other operating costs                         3,707           1,991        2,262
Depreciation and amortization                47,754          44,306       41,712
Net                                         101,593          94,018       89,295
Net                                          68,784          63,857       56,486
Other expenses:
General and administrative                   5,167         4,751           5,066
Restructuring costs                            369         2,251               -
Interest, net                               57,062        51,075          45,417
Net                                         62,598        58,077          50,483
Net                                          6,186         5,780           6,003
Property sales:
Gain on sale of outparcel land                 924           471           1,210
Gain (loss) on asset sales                   (224)         1,290               -
Net                                            700         1,761           1,210
Income before cumulative effect of
accounting change, extraordinary items
and minority interest                        6,886         7,541           7,213

Cumulative effect of change in
accounting method                                -             -         (1,703)
Extraordinary loss on early
extinguishment of debt                       (243)             -        (22,512)

Income (loss) before minority interest
in Operating Partnership                     6,643         7,541        (17,002)

Minority interest in Operating               (664)         1,734           8,363
Partnership

Net income (loss)                            5,979         9,275         (8,639)

Dividends on preferred shares             (13,695)      (13,750)        (13,750)

Net (loss) applicable to common shares   $ (7,716)     $ (4,475)      $ (22,389)

Per common share information:
Basic EPS
(Loss) before extraordinary items        $  (0.28)     $  (0.71)      $   (0.18)
Cumulative effect of a change in
accounting method                                -             -          (0.05)
Extraordinary items                         (0.01)             -          (0.62)
Net (loss)                               $  (0.29)     $  (0.17)      $   (0.85)

Weighted average shares outstanding
(000)                                       26,208        26,208          26,393

Diluted EPS
(Loss) before extraordinary items       $   (0.28)    $   (0.17)      $   (0.18)
Cumulative effect of a change in
accounting method                                -             -          (0.05)
Extraordinary items                         (0.01)             -          (0.62)
Net (loss)                               $  (0.29)    $   (0.17)      $   (0.85)

Weighted average shares outstanding
(000)                                       26,208        26,208          26,393


The accompanying notes are an integral part of these statements.

</TABLE>

<TABLE>
<CAPTION>

CROWN AMERICAN REALTY TRUST
Consolidated Balance Sheets

                                                             December 31,
                                                         2000            1999
                                                       (in thousands, except
                                                               share
                                                         and per share data)
<S>                                                   <C>            <C>
Assets

Income-producing properties:
Land                                                  $   145,936    $   154,341
Buildings and improvements                              1,024,191        986,042
Deferred leasing and other charges                         45,752         44,313
Net                                                     1,215,879      1,184,696
Accumulated depreciation and amortization               (430,474)      (388,965)
Net                                                       785,405        795,731

Minority interest in Operating Partnership                  3,050              -

Other Assets:
Investment in joint venture                                 4,424          5,055
Cash and cash equivalents                                  14,613         17,171
Restricted cash and escrow deposits                         8,803         15,635
Tenant and other receivables                               18,191         15,859
Deferred charges and other assets                          21,015         25,757
Net                                                   $   855,501    $   875,208

Liabilities and Shareholders' Equity

Liabilities:
Debt on income-producing properties                   $   722,848    $   709,000
Accounts payable and other liabilities                     36,081         37,630
Net                                                       758,929        746,630

Minority interest in Operating Partnership                      -          2,727

Commitments and contingencies

Shareholders' equity:
Non-redeemable senior preferred shares, 11.00%
cumulative, $.01 par value, 2,500,000 shares
authorized and issued at both December 31,
2000 and 1999                                                  25            25
Common shares, par value $.01 per share, 120,000,000
shares authorized, 27,742,317 shares issued at both
December 31, 2000 and 1999                                    277            277
Additional paid-in capital                                317,475        316,421
Accumulated deficit                                     (205,624)      (176,220)
Net                                                       112,153        140,503

Less common shares held in treasury at cost,
1,534,398 shares at both December 31, 2000
and 1999                                                 (14,652)       (14,652)

Less preferred shares held in treasury at cost,
25,000 shares and 0 shares at December 31, 2000
and 1999, respectively                                      (929)              -
Net                                                        96,572        125,851
Net                                                   $   855,501    $   875,208

The accompanying notes are an integral part of these statements.

</TABLE>

<TABLE>
<CAPTION>

CROWN AMERICAN REALTY TRUST
Consolidated Statements of Cash Flows

                                                   Year Ended December 31,
                                                2000        1999         1998

                                                        (in thousands)

<S>                                             <C>          <C>         <C>
Cash flows from operating activities:
Net income (loss)                             $   5,979   $   9,275  $   (8,639)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Minority interest in Operating Partnership          664     (1,734)      (8,363)
Equity earnings in joint venture                  (210)       (235)        (360)
Depreciation and amortization                    53,991      50,071       48,411
(Gain) loss on asset sales                          224     (1,290)            -
Extraordinary loss on early extinguishment of
debt                                                243           -       22,512
Cumulative effect of a change in accounting
method                                                -           -        1,703
Restructuring costs                                 369       2,251            -
Net changes in:
Tenant and other receivables                    (2,423)       1,571      (2,147)
Restricted cash and escrow deposits                 729       (125)      (1,082)
Deferred charges and other assets                   643     (1,583)      (6,929)
Accounts payable and other liabilities          (1,923)     (1,262)       11,878
Net cash provided by operating activities        58,286      56,939       56,984

Cash flows from investing activities:
Investment in income properties                (46,115)    (53,179)     (63,479)
Change in investing escrow deposits               6,120       (475)      (2,674)
Acquisitions of enclosed malls, net of debt
assumed                                               -           -     (46,720)
Proceeds from asset sales                         8,898       3,361        8,148
Distributions from joint venture                    472         610            -
Net cash (used in) investing activities        (30,625)     (49,683)   (104,725)

Cash flows from financing activities:
Proceeds from issuance of debt, net of loan
deposits and prepayment penalties                63,916      56,349      576,037
Cost of issuance of debt                        (2,159)     (2,351)      (6,806)
Debt repayments                                (50,328)    (17,350)    (476,108)
Dividends and distributions paid on common
shares and partnership units                   (29,926)    (29,474)     (29,063)
Dividends paid on senior preferred shares      (13,695)    (13,750)     (13,750)
Net proceeds from exercise of share options
and from dividend reinvestment plan                   -           6          117
Purchase of common shares held in treasury            -           -      (2,430)
Purchase of senior preferred shares held in
treasury                                          (929)           -            -
Cash flow support payments                        2,902       2,973        3,784
Net cash (used in)  provided by financing
activities                                      (30,219)     (3,597)      51,781

Net (decrease) increase in cash and cash
equivalents                                     (2,558)       3,659        4,040

Cash and cash equivalents, beginning of period   17,171      13,512        9,472

Cash and cash equivalents, end of period      $  14,613   $  17,171  $    13,512



Supplemental Disclosures:

Interest paid (net of amounts capitalized)    $  54,765   $  49,362  $    42,674
Interest cost capitalized                     $     839   $   1,636  $     2,192

Non-cash financing activities:
Issuance of partnership units related to the
purchase of Middletown Mall and Greater
Lewistown Center                              $       -   $       -  $     4,479
Debt assumed as part of properties acquired   $       -   $       -  $    14,718


The accompanying notes are an integral part of these statements.

</TABLE>

<TABLE>
<CAPTION>

CROWN AMERICAN REALTY TRUST
Consolidated Statements of Shareholders' Equity




                                        Common      Senior            Additional
                                        Shares     Preferred  Common    Paid-in
                                      Outstanding  Shares     Shares    Capital

                                                  (in thousands)
<S>                                    <C>        <C>       <C>         <C>
Balance, December 31, 1997              26,475 $      25 $     277    $  308,571

Common shares issued under
employee option plan                        14                             117
Common shares purchased and
held in treasury                         (282)
Transfer in (out) of limited
partners' interest in the Operating
Partnership                                                              2,817
Capital contributions from Crown
Investments Trust:
Cash flow support                                                        2,747
Net (loss)
Dividends paid or accrued:
Preferred shares
Common shares

Balance, December 31, 1998              26,207       25        277     314,252

Common shares issued under
employee option plan                         1                               6
Transfer in (out) of limited
partners' interest in the Operating
Partnership                                                                  8
Capital contributions from Crown
Investments Trust:
Cash flow support                                                        2,155
Net income
Dividends paid or accrued:
Preferred shares
Common shares

Balance, December 31, 1999              26,208       25        277     316,421

Preferred shares (25) purchased and
held in treasury
Transfer in (out) of limited
partners'
interest in the Operating                                                 (57)
Partnership
Capital contributions from Crown
Investments Trust:
Cash flow support                                                        1,111
Net income
Dividends paid or accrued:
Preferred shares
Common shares

Balance, December 31, 2000              26,208 $      25 $     277    $  317,475


                                                                Senior
                                                     Common    Preferred
                                                     Shares     Shares
                                        Accumulated  Held in    Held in
                                          Deficit    Treasury   Treasury   Total
                                                      (in thousands)

Balance, December 31, 1997             $ (106,881)  $ (12,222) $   - $   189,770

Common shares issued under
employee option plan                                                        117
Common shares purchased and
held in treasury                                       (2,430)           (2,430)
Transfer in (out) of limited partners'
interest in the Operating Partnership                                     2,817
Capital contributions from Crown
Investments Trust:
Cash flow support                                                         2,747
Net (loss)                                  (8,639)                     (8,639)
Dividends paid or accrued:
Preferred shares                           (13,750)                     (13,750)
Common shares                              (21,115)                     (21,115)

Balance, December 31, 1998                (150,385)   (14,652)     -     149,517

Common shares issued under
employee option plan                                                          6
Transfer in (out) of limited partners'
interest in the Operating Partnership                                         8
Capital contributions from Crown
Investments Trust:
Cash flow support                                                         2,155
Net income                                    9,275                       9,275
Dividends paid or accrued:
Preferred shares                           (13,750)                     (13,750)
Common shares                              (21,360)                     (21,360)

Balance, December 31, 1999                (176,220)   (14,652)     -     125,851

Preferred shares (25) purchased and
held in treasury                                                (929)     (929)
Transfer in (out) of limited partners'
interest in the Operating Partnership                                      (57)
Capital contributions from Crown
Investments Trust:
Cash flow support                                                         1,111
Net income                                    5,979                       5,979
Dividends paid or accrued:
Preferred shares                           (13,695)                     (13,695)
Common shares                              (21,688)                     (21,688)

Balance, December 31, 2000              $ (205,624) $(14,652) $ (929) $   96,572


The accompanying notes are an integral part of these statements.

</TABLE>



                           CROWN AMERICAN REALTY TRUST
                   Notes to Consolidated Financial Statements


NOTE 1 - ORGANIZATION, NATURE OF OPERATIONS, AND BASIS OF PRESENTATION

Organization

Crown  American Realty Trust (the "Company") was formed on May  14,  1993  as  a
Maryland  real  estate  investment  trust (a  "REIT")  to  acquire  and  operate
substantially  all  of  the  enclosed shopping mall properties  and  two  office
buildings  (the  "Properties")  owned  by  Crown  American  Associates   ("Crown
Associates"), formerly Crown American Corporation. Crown Associates is a wholly-
owned  subsidiary of Crown Holding Company ("Crown Holding").  Crown Associates,
which  was  founded  in  1950,  was  engaged  principally  in  the  development,
acquisition,  ownership  and management of enclosed shopping  malls  and,  to  a
lesser extent, strip shopping centers, hotels and office buildings.  The Company
raised  approximately $405 million in equity through an initial public  offering
of  approximately 25.5 million shares, which occurred on August  17,  1993,  and
used  the  proceeds to purchase an initial 78% general partnership  interest  in
Crown  American  Properties, L.P. (the "Operating Partnership"),  a  partnership
which  was formed just prior to consummation of the offering to own and  operate
the  Properties.  These proceeds, along with new borrowings, were  used  by  the
Operating Partnership to retire debt related to the Properties.

Simultaneously  with  the  public offering, Crown Associates  and  an  affiliate
transferred  the  Properties  and  the management  operations  into  either  the
Company, the Operating Partnership, or Crown American Financing Partnership (the
"Financing Partnership").

The  limited  partnership  interest in the Operating  Partnership  and  the  1.6
million  shares in the Company received for two malls transferred  in  1993  are
currently  held by Crown Investments Trust ("Crown Investments")  and  by  Crown
American  Investment  Company (a subsidiary of Crown  Investments).   While  the
Company,  as  general  partner, has broad rights and authority  to  conduct  the
business, the Operating Partnership agreement provides that the consent of Crown
Investments  is  required for certain actions, including among  others,  merger,
consolidation, dissolution, liquidation, or sale of all or substantially all  of
the assets of the Operating Partnership.

As  described  in Notes 13 and 14 to the Consolidated Financial Statements,  the
Company acquired three properties in 1998, and sold two properties, one each  in
1998 and 2000.

As further described in Note 6 to the Consolidated Financial Statements, on July
3,  1997  the  Company completed an offering of 2,500,000 11.00% non-convertible
senior preferred shares at an initial offering price of $50.00 per share.

Nature of Operations

The  Company is a fully-integrated real estate company primarily engaged in  the
ownership,    operation,   management,   leasing,   acquisition,    development,
redevelopment,  expansion, renovation and financing of enclosed shopping  malls.
The  Company's  revenues  are primarily derived under real  estate  leases  with
national,  regional  and local department store and other  specialty  retailers.
Approximately 59% of the Company's revenues were derived from malls  located  in
Pennsylvania.   The  Company's top five tenants in  terms  of  year  2000  total
revenues are as follows:

                                Percent of  Total Revenues
                                      2000      1999

Sears Roebuck and Co.                 5.2%      5.6%
J C Penney, Inc.                      4.1%      4.3%
The Limited Stores, Inc.              3.1%      3.7%
The Bon-Ton Stores, Inc.              2.9%      3.1%
Gap, Inc.                             2.7%      1.5%

Amounts for Gap, Inc. include Gap, Gap Kids, and Old Navy.

The Properties currently consist of: (1) 26 wholly-owned enclosed shopping malls
(and  adjacent  outparcels and strip centers at certain of the  enclosed  malls)
located  in Pennsylvania, New Jersey, Maryland, Tennessee, North Carolina,  West
Virginia, Virginia and Georgia, (2) a 50% general partnership interest in Palmer
Park  Mall Venture, which owns Palmer Park Mall located in Easton, Pennsylvania,
(3)  Pasquerilla  Plaza,  an office building in Johnstown,  Pennsylvania,  which
serves  as  the  headquarters of the Company and is partially  leased  to  other
parties,  and  (4)  a  parcel  of  land and  building  improvements  located  in
Pennsylvania  (under  ground  lease  with a purchase  option)  sub-leased  to  a
department  store chain.  The Company also owns approximately 76 acres  of  land
in the vicinity of certain of the mall properties which are held  for
development, ground lease, or sale to third parties.

As  the  owner  of  real  estate, the Company is subject  to  risks  arising  in
connection  with  the  underlying  real  estate,  including  defaults  under  or
non-renewal  of  tenant leases, tenant bankruptcies, competition,  inability  to
rent  unleased  space, failure to generate sufficient income to  meet  operating
expenses, as well as debt service, capital expenditures and tenant improvements,
environmental  matters, financing availability and changes in  real  estate  and
zoning  laws.   The  success  of  the Company  also  depends  upon  certain  key
personnel,  the  Company's  ability to maintain its  qualification  as  a  REIT,
compliance with the terms and conditions of debt instruments, and trends in  the
national  and  local  economy,  including  interest  rates,  income  tax   laws,
governmental regulations and legislation, and population trends.

Basis of Presentation

The  accompanying consolidated financial statements of the Company  include  all
accounts  of  the Company, its wholly-owned subsidiaries, and its majority-owned
subsidiary,  the Operating Partnership. The Operating Partnership directly  owns
seven  malls, the 50% joint venture interest in Palmer Park Mall, the  Corporate
headquarters  building, and the Westgate anchor pad.  All  remaining  properties
are  owned  by six partnerships and limited liability companies that are  either
99.5%  or  100.0%  owned  by  the  Operating Partnership.   The  remaining  0.5%
interests  in  these second-tier entities are owned by the Company  through  its
wholly-owned  subsidiaries.   The  Operating  Partnership  also  has  all   paid
employees  and  manages  all properties except the  Palmer  Park  Mall  and  the
Westgate  anchor  pad.  Other than its ownership interests in its  subsidiaries,
the  Company  owns  no other assets and has no other business  activities.   The
Company  is  the  sole  general  partner in the Operating  Partnership,  and  at
December  31, 2000 the Company held 100% of the preferred partnership  interests
(see  Note 6 to the Consolidated Financial Statements) and 72.47% of the  common
partnership  interests.    All  significant  intercompany  amounts   have   been
eliminated.

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States 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 date of  the  financial
statements  and  the  reported  amounts of  revenues  and  expenses  during  the
reporting period.  Actual results could differ from those estimates.

Certain reclassifications have been made to prior year amounts to conform to the
current year presentation.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Change in Accounting Method for Percentage Rent

On  May  21,  1998 the Emerging Issues Task Force ("EITF") discussed Issue  98-9
"Accounting  for  Contingent Rent" and reached a consensus that  lessors  should
defer  the  accounting recognition of contingent rent, such as percentage  rent,
until the specific tenant sales breakpoint target is achieved.  On November  19,
1998, the EITF rescinded its consensus reached on May 21, 1998.  On December  3,
1999,  the  Securities and Exchange Commission issued Staff Accounting  Bulletin
No. 101 ("Revenue Recognition") which essentially affirmed the accounting method
for contingent rents that the EITF had initially adopted on May 21, 1998.

During  the third quarter of 1998 and prior to the EITF's rescission on November
19, 1998, the Company implemented the May 21, 1998 EITF consensus as a change in
accounting method and accordingly recorded as of January 1, 1998 a $1.7  million
cumulative  effect adjustment representing the change in prior years' percentage
rent  income  based on the new method of accounting.  The impact  on  percentage
rent  income  of  the  new method for the year ended December  31,  1998  was  a
reduction  of  percentage  rents of about $12,000  from  what  would  have  been
reported  under  the  Company's previous method of  accounting.   The  Company's
previous  accounting method, which was fully acceptable under generally accepted
accounting  principles ("GAAP"), recognized percentage rent on a pro-rata  basis
when  a  tenant's  achievement of its sales breakpoint was considered  probable.
The  impact on the fourth quarter of 1998 was an increase in percentage rent  of
approximately  $66,000 over what would have been reported.  The  impact  on  the
previously reported first, second, and third quarters of 1998 was immaterial.

Income-Producing Properties

Income-producing properties are recorded at the lower of cost or net  realizable
value.   Included  in  such  costs are acquisition,  development,  construction,
tenant  improvements, interest incurred during construction, certain capitalized
improvements  and  replacements  and  certain  allocated  overhead.    Allocated
overhead is computed primarily on the basis of time spent by certain departments
in  various  operations  and  represents costs  which  meet  the  definition  of
"indirect  costs"  in  Statement  of  Financial  Accounting  Standards  No.  67,
"Accounting for Costs and Initial Rental Operations of Real Estate Projects."

Depreciation   on   buildings  and  improvements  is  provided   utilizing   the
straight-line method over estimated useful lives of 10 to 45 years resulting  in
an  average  composite life of approximately 30 years.  Depreciation  on  tenant
improvements is provided utilizing the straight-line method over the life of the
related leases.

With  respect to assets held for the long-term production of income, the Company
assesses  impairment  based  on  whether the estimated  future  net  cash  flows
expected to be generated by the asset (undiscounted and without interest) is  in
excess  of  the net book value of the asset.  If a property held for  long  term
production  of  income is impaired, its basis is adjusted to fair  value.   With
respect  to  assets  held  for sale, the Company assesses  impairment  based  on
whether  the net realizable value (estimated fair value sales price less  direct
cost  to  sell) is in excess of the net book value of the asset.  If a  property
held  for  sale is impaired, its net book value is adjusted to fair  value  less
estimated direct cost to sell.

Certain  improvements  and replacements are capitalized  when  they  extend  the
useful  life, increase capacity, or improve the efficiency of the  asset.   Such
capitalized  costs  were $6.5 million, $7.3 million, and $6.7  million  for  the
years  ended December 31, 2000, 1999, and 1998, respectively.  All other  repair
and  maintenance  items are expensed as incurred.  Total  expensed  repairs  and
maintenance costs were $10.9 million, $10.0 million, and $9.3 million,  for  the
years  ended December 31, 2000, 1999, and 1998, respectively.  Leasing  charges,
including  tenant  construction allowances and  direct  costs  incurred  by  the
Company to obtain a lease, are deferred and amortized over the related leases or
terms appropriate to the expenditure.

Substantially all of the income-producing properties have been pledged to secure
the  Company's  currently outstanding debt and the $181.0 million  in  lines  of
credit  ($141.1  million borrowed under the lines of credit as of  December  31,
2000).

Interest and Financing Costs

Interest  costs  are  capitalized related to income-producing  properties  under
construction,  to  the  extent  such assets qualify  for  capitalization.  Total
interest capitalized was $0.8 million, $1.6 million, and $2.2 million,  for  the
years  ended December 31, 2000, 1999, and 1998, respectively.  Interest  expense
includes   amortization  of  deferred  financing  costs  related  to   completed
financings (see Note 3 to the Consolidated Financial Statements) and is  net  of
miscellaneous  interest income on cash and escrow deposit  balances  aggregating
$1.2  million, $1.7 million, and $1.3 million, for the years ended December  31,
2000,  1999, and 1998, respectively.  Financing costs are based on actual  costs
incurred  in obtaining the financing and are deferred and amortized as  part  of
interest  expense over the term of the related debt instrument.  Costs  incurred
for  financings which are not completed are expensed as part of interest  costs.
Unamortized  financing  costs  related to debt that  is  extinguished  early  is
written off as an extraordinary item.

Revenue Recognition

The  Company,  as  a lessor, has retained substantially all  of  the  risks  and
benefits of ownership and accounts for its leases as operating leases.   Minimum
rents are recognized on a straight-line basis; as such, the rental revenues  for
leases which contain rent abatements and contractual increases are recognized on
a  straight-line  basis  over the initial term of the related  lease.   Property
operating  cost recoveries from tenants of common area maintenance, real  estate
taxes, and other recoverable costs are recognized in the period the expenses are
incurred.  These recoveries also include certain capital expenditures  that  are
recovered  from  the  tenants  in  the period the  depreciation  is  recognized.
Percentage  rent  is recognized at the point in time a specific  tenant's  sales
breakpoint is achieved.

Income Taxes

The  Company elected to be taxed as a Real Estate Investment Trust (REIT)  under
Sections  856  through 860 of the Internal Revenue Code of  1986  (the  "Code"),
commencing  with its first taxable year ended December 31, 1993, and intends  to
conduct  its operations so as to continue to qualify as a REIT under  the  Code.
As  a REIT, the Company generally will not be subject to Federal or state income
tax   on   its  net  income  that  it  currently  distributes  to  shareholders.
Qualification  and taxation as a REIT depends on the Company's ability  to  meet
certain  dividend distribution tests, share ownership requirements, and  various
qualification tests prescribed in the Code.

The  Company's  taxable income (loss) (before the dividends paid deduction)  for
the  years  ended  December  31, 2000, 1999, and 1998,  was  approximately  $8.6
million, $13.6 million, and $(6.1) million, respectively.  These amounts  differ
significantly  from net income (loss) as reported in the Company's  consolidated
financial  statements for the same periods.  In order to maintain  REIT  status,
the  Company must distribute to its common and preferred shareholders  at  least
95%  of  its taxable income in the form of deductible dividends.  Effective  for
the Company's 2001 tax year, the distribution requirement declines to 90% of its
taxable  income.  This  required distribution is  significantly  less  than  the
amounts actually distributed each year since 1993 when the Company elected  REIT
status.

If  the Company fails to qualify as a REIT in any taxable year, the Company will
be  subject  to  Federal  and  state  income  taxes  (including  any  applicable
alternative minimum tax) on its taxable income at regular corporate rates.  Even
if  the Company qualifies for taxation as a REIT, the Company may be subject  to
certain  state and local taxes on its income and property and to Federal  income
and excise taxes on its undistributed income.

The  annual  amount and the federal tax treatment of dividends  paid  on  common
shares were as follows:

                                Total Paid         Current
                                Per Common         Taxable       Non-Taxable
                                   Share          Dividends    Return of Capital

Year ended December 31, 2000      $0.8275            0%              100%
Year ended December 31, 1999      $0.8150            5%               95%
Year ended December 31, 1998      $0.8000            0%              100%

During  the  years  ended December 31, 2000, 1999, and 1998,  the  Company  paid
dividends of $5.50 per preferred share.   The 2000 preferred dividends were  80%
taxable  income and 20% return of capital, the 1999 dividends were 100%  taxable
income, and the 1998 dividends were 100% return of capital.

Investment in Joint Venture

The  Company's  50% joint venture investment in Palmer Park Mall Venture,  which
owns  Palmer Park Mall (not managed by the Company), is accounted for under  the
equity  method.   As  such, the Company's 50% share of the joint  venture's  net
income   is  reflected  in  miscellaneous  income  in  the  period  earned   and
distributions  received from the joint venture are reflected as a  reduction  in
the  carrying amount of the investment.  The investment amount in excess of  the
underlying  net  assets, net of accumulated amortization,  is  $3.6  million  at
December  31,  2000,  with a remaining amortization period of  approximately  10
years.   The  Company has guaranteed $9.7 million of the total $19.4 million  of
mortgage debt owed by Palmer Park Mall Venture.

Minority Interest

Minority  interest  represents the common partnership  units  in  the  Operating
Partnership that are owned by Crown Investments and its subsidiary.  At December
31, 2000 Crown Investments and its subsidiary owned 9,956,398 common partnership
units,  or  27.53%  of  the total common partnership units  outstanding.   Crown
American Realty Trust owns the remaining 72.47%.  The minority interest  balance
is  adjusted each year for Crown Investments' and its subsidiary's proportionate
share  of  net  income  (loss)  of the Operating  Partnership  (after  deducting
preferred  unit distributions), common partnership distributions, and additional
capital   contributions.    Primarily  because  the  distributions   on   common
partnership  units  have  been  larger than the Operating  Partnership's  income
(loss) after preferred unit distributions, the minority interest account on  the
consolidated  balance  sheets has been declining each  year.   The  balance  was
reduced  below  zero  in the second quarter of 2000.  Under  generally  accepted
accounting  principles,  when  the minority partner's  share  of  the  Operating
Partnership's  net  income (loss) and the minority partner's cash  distributions
and  capital contributions, would cause the minority interest balance to be less
than  zero,  such  balance  must be reported at zero unless  there  is  a  legal
obligation  of  the minority partner to reimburse the Operating Partnership  for
such excess amounts.  The partnership agreement does provide for such obligation
by the minority partner in the form of cash flow support payments on four of the
Company's malls that were in the lease-up phase at the time of the Company's IPO
in  1993.   Accordingly, since the minority interest account is  reduced   below
zero, and there is a legal obligation of the minority partner to make additional
cash  contributions to the Operating Partnership, the minority interest  balance
at  December  31, 2000 is shown on the Consolidated Balance Sheet as  an  asset.
This  asset  balance at December 31, 2000 has been limited to $3.1 million,  the
estimated  amount  of  cash flow support to be received  over  the  next  twelve
months.   An  additional amount of $2.6 million, representing the excess  losses
and distributions over and above the cash flow support, has been absorbed by the
Company  in its share of  loss from the Operating Partnership for the third  and
fourth quarter of 2000.

Cash and Cash Equivalents

Cash  and  cash  equivalents includes all unrestricted cash and cash  equivalent
investments with original maturities of three months or less.

Net Income (Loss) Per Share

During  1997  the  Company adopted Statement of Financial  Accounting  Standards
("SFAS")  No.  128, Earnings Per Share. Under SFAS No. 128, basic income  (loss)
per  common share is computed by dividing net income (loss) applicable to common
shares,  as shown in the Consolidated Statements of Operations, by the  weighted
average number of common shares outstanding for the year.  Diluted income (loss)
per  share  is computed the same way except that the weighted average number  of
common shares outstanding is increased, using the treasury stock method, for the
assumed exercise of options under the Company's share incentive plans, which are
the  Company's only dilutive securities.  Because no anti-dilution is  permitted
under  SFAS  No. 128, diluted and basic loss per common share are identical  for
2000, 1999, and 1998.

The number of outstanding options to purchase common shares for which the option
exercise prices exceeded the average market price of the common shares aggregat-
ed 940,720, 1,022,345, and 102,625 for the years ended December 31, 2000, 1999,
and 1998, respectively.  These options were excluded from the computation of
diluted earnings per share under the treasury stock method.

The  calculation of diluted earnings per share for 2000, 1999,  and  1998  would
have  included  approximately  16,000 shares,  0  shares,  and  115,000  shares,
respectively,  for  the assumed exercise of options under  the  Company's  share
incentive plans, except that no anti-dilution is permitted under SFAS No. 128.

New Accounting Pronouncements

In  June  1998,  the  Financial Accounting Standards Board issued  Statement  of
Financial  Accounting Standards No. 133,  Accounting for Derivative  Instruments
and  Hedging Activities ("SFAS No. 133").  The Statement establishes  accounting
and  reporting  standards requiring that every derivative instrument  (including
certain derivative instruments embedded in other contracts) be recorded  in  the
balance  sheet as either an asset or liability measured at its fair value.   The
FASB  has approved Statement No. 137, Accounting for Derivative Instruments  and
Hedging  Activities - Deferral of the effective date of FASB Statement No.  133,
which amends Statement 133 to be effective for all fiscal quarters of all fiscal
years  beginning after June 15, 2000.  The application of this standard has  had
no  effect on the Company's financial position and results of operations for the
year  ended December 31, 2000.  In January 2001, the Company entered into a  $25
million interest rate swap and will apply the guidance set forth in SFAS No. 133
to this transaction.

In  December  1999,  the  Securities  and  Exchange  Commission  released  Staff
Accounting  Bulletin No. 101, "Revenue Recognition ("SAB No. 101"),  to  provide
guidance on the recognition, presentation and disclosure of revenue in financial
statements.  Specifically, SAB No. 101, among other things, provides guidance on
lessors'  accounting for contingent rent.  SAB No. 101 explains the SEC  staff's
general framework for revenue recognition.  SAB No. 101 does not change existing
literature  on revenue recognition, but rather clarifies the SEC's  position  on
preexisting  literature.   SAB No. 101 did not require  the  Company  to  change
existing  revenue  recognition  policies and therefore  had  no  impact  on  the
Company's financial position or results of operations at December 31,  1999  and
2000.

NOTE 3 - DEFERRED CHARGES AND OTHER ASSETS

Deferred  charges,  net  of  amortization, and other assets  are  summarized  as
follows (in thousands):

                                         December 31, 2000     December 31, 1999

Deferred financing costs                     $   9,200            $   9,361
Deferred operating covenant costs                    0                2,623
Prepaid expenses and miscellaneous
 receivables                                     5,156                8,495
Furniture, fixtures, equipment, and other        6,659                5,278
Net                                          $  21,015            $  25,757

Deferred Financing Costs

Deferred financing costs, net of accumulated amortization, at December 31, 2000,
consists of approximately $4.1 million related to the $465 million mortgage debt
refinancing with GECC in August 1998, approximately $3.9 million related to  the
GECC  line  of credit entered into in 1997 and the modifications and  expansions
thereto  in   1999  and 2000, and $1.2 million for new debt obtained  after  the
formation  of  the Company.  Amortization of deferred financing costs  was  $2.3
million,  $1.7 million, and $2.7 million for the years ended December 31,  2000,
1999,  and 1998, respectively.  Deferred financing costs written off as part  of
extraordinary losses on early extinguishment of debt were $0.2 million and  $5.9
million  for the years ended December 31, 2000 and 1998, respectively.  Deferred
financing  costs incurred and capitalized were $2.4 million, $3.7  million,  and
$6.8   million,  for  the  years  ended  December  31,  2000,  1999,  and  1998,
respectively.

Deferred Operating Covenant Costs

During  fiscal  year 1991, approximately $23 million was paid  to  three  anchor
tenants with respect to leases at ten of the malls and in 1992 an additional  $4
million  was  paid in order to obtain operating covenants (a covenant  requiring
the  anchor,  among  other  things, to maintain operations  in  certain  of  the
Properties  for  the duration of the lease period) and to extend  the  terms  of
their leases beyond fiscal year 2000.  In April 1993, an additional $0.2 million
was  paid  to  another  tenant  to  obtain similar  rights.   These  costs  were
capitalized  and  are  being amortized over the life of the operating  covenants
with  the  amortization recorded as a reduction of minimum  rent.   Amortization
was  $2.6 million in each of the years ended December 31, 2000, 1999, and  1998.
At  December  31, 2000, all deferred operating covenants have been amortized  in
full.

In  addition,  one  of  these tenants has exercised its option  to  require  the
Company  to expand and renovate certain of the leased premises, at the Company's
expense,  and  to reimburse the tenant for fixtures allowances,  which  together
aggregate  approximately $9.0 million.  As of December 31, 2000,  all  of  these
costs   have  been  incurred  and  capitalized  in  the  consolidated  financial
statements.

NOTE 4 - RESTRUCTURING COSTS

During  the first and third quarters of 1999 and the first quarter of 2000,  the
Company  recorded restructuring charges of $1.0 million, $1.2 million, and  $0.4
million,  respectively,  related to severance and related  costs  for  employees
affected  by  three reductions in the number of corporate office staff  together
with  reductions in other corporate office-related expenses. The  restructurings
involved  approximately forty-seven home office employees whose  positions  were
terminated  and  who  represented a cross-section of management,  clerical,  and
secretarial employees.

The  restructuring costs are shown as a separate line item in  the  Consolidated
Statements  of Operations.  Approximately $0.8 million was paid out during  2000
related  to the three restructuring programs outlined above. Approximately  $0.2
million  of liability remains at December 31, 2000 and is included in  "Accounts
payable  and  other  liabilities"  in the Consolidated  Balance  Sheet.   It  is
expected that the majority of this liability will be paid in 2001.

NOTE 5 - DEBT ON INCOME-PRODUCING PROPERTIES

Debt on income-producing properties consisted of the following (in thousands):

                                  December 31, 2000        December 31, 1999

Mortgage loans                        $ 463,478                $ 465,000
Permanent loans                         118,253                  131,429
Construction loans                            -                   15,625
Secured lines of credit                 141,117                   96,946
Net                                   $ 722,848                $ 709,000

Mortgage Loans

On  August  28,  1998, the Company closed a $465 million 10-year  mortgage  with
General Electric Capital Corporation ("GECC").  The gross proceeds from the  new
loan  (the  "GECC  Mortgage  Loan") were used to refinance  the  $280.6  million
remaining  balance  of the Kidder Mortgage Loans, which were originated  at  the
time  of  the  Company's  initial public offering, the  $110.0  million  interim
mortgage loan (see below), and a $30.0 million secured term loan.  The remaining
proceeds  were used largely to establish escrows to fund the remaining expansion
and  redevelopment  costs of Patrick Henry Mall and Nittany Mall,  and  to  fund
closing  costs, initial loan reserves and prepayment penalties with  respect  to
$200.0  million of the Kidder Mortgage Loans and the $30.0 million secured  term
loan that were pre-paid prior to their maturity dates.  The prepayment penalties
for  the  Kidder Mortgage Loans and the $30 million term loan were approximately
$16.6  million.  In addition, approximately $5.9 million of unamortized deferred
financing  costs  related to the Kidder Mortgage Loans and  the  $110.0  million
interim mortgage loan were written off.  Both of these items were accounted  for
as  an  extraordinary loss on early extinguishment of debt.  The  GECC  Mortgage
Loan  has  a  fixed  stated  interest rate of 7.43% and  is  secured  by  cross-
collateralized mortgages on 15 of the malls.  The loan provides for  payment  of
interest   only   during  the  first  two  years  and  interest  and   principal
amortization, based on 25 year amortization, during the last eight years.  Crown
Investments has guaranteed $250 million of the GECC Mortgage Loan.

Permanent Loans

At  December 31, 2000, permanent loans consisted of eight loans secured  by  six
properties  held by the Operating Partnership or its subsidiaries.  Included  in
permanent  loans is a $2.3 million interest free Urban Development Action  Grant
loan  with  the  City  of  Johnstown, Pennsylvania,  secured  by  the  Company's
headquarters which is being amortized through October 2006. A $1.0 million  loan
related to Carlisle Plaza Mall is an Industrial Development Bond secured with  a
$1.0  million  letter  of  credit.  Crown Holding  has  guaranteed  one  of  the
permanent loans with a current outstanding balance of $9.9 million.

Construction Loans

In  September  1998  the Company entered into a $26.8 million  construction  and
three-year  permanent  bank  loan  to finance  a  renovation  and  expansion  of
Washington  Crown  Center.  The loan had an interest rate of LIBOR  plus  1.90%.
The  construction loan was prepaid in December 2000, and $243,000 of unamortized
deferred  financing costs were written-off as an extraordinary loss.  Washington
Crown  Center was added as a secured mall in the GECC line of credit in December
2000.

Secured Lines of Credit

In  September  2000  the  Company  executed a  three-year  extension  and  other
modifications to its secured revolving credit facility with GECC.  The  maturity
date  on  the modified line was extended from November 17, 2001 to November  17,
2004.   The interest rate on the loan was reduced from LIBOR plus 2.95% to LIBOR
plus 2.25%.  The total availability under the line was increased from the former
limit of $150 million to $175 million due to the addition of a sixth mall to the
collateral base in the fourth quarter.  Availability under the line is based  on
the level of operating income generated at the properties; at December 31, 2000,
total borrowing capacity was approximately $156.6 million.  The revolving credit
facility  is currently secured by cross-collateralized mortgages on six  of  the
Company's  enclosed  malls.   The modified facility  also  includes  pre-defined
release  provisions  should  the Company sell certain  of  the  malls  to  third
parties.  The modified facility is locked out to prepayment until September  29,
2002,  other  than for property releases, and is prepayable thereafter  with  no
prepayment  penalty.   Borrowings  under this  credit  facility  totaled  $141.1
million at  December 31, 2000.

In  addition to the above facility, the Company has a $6.0 million line  with  a
bank secured by a mortgage on the Company's headquarters office building bearing
interest at LIBOR plus 2.25%.  This line is renewable annually on April  30  and
currently matures on April 30, 2002.  There were no borrowings outstanding under
this line as of December 31, 2000.

Covenants and Restrictions

Various  of  the  above  loans  and lines of credit  contain  certain  financial
covenants  and  other  restrictions, including limitations  on  the  ratios,  as
defined,  of total Company debt to EBITDA, EBITDA to fixed charges, and floating
rate  debt  to  total debt.  The Company was in compliance with  all  such  loan
covenants  as  of and during the period ended December 31, 2000.  Twenty-one  of
the Company's malls are mortgaged under the GECC Mortgage Loan and the GECC line
of credit.  Eighteen of these malls are owned by special purpose subsidiaries of
the  Company.   The  sole  business  purpose of  the  eighteen  special  purpose
subsidiaries, as an ongoing covenant under the related loan agreements,  is  the
ownership  and  operation of the properties.  The mortgaged  malls  and  related
assets  owned  by  these  subsidiary entities  are  restricted  under  the  loan
agreements  for the payment of the related mortgage loans and are not  available
to  pay other debts of the consolidated Company.  However, so long as the  loans
are  not under an event of default, as defined in the loan agreements, the  cash
flows  from these properties, after debt service and reserve payments are  made,
are available for the general use of the consolidated Company.

Interest Rates

The  GECC  Mortgage  Loans  and  the eight permanent  loans  with  an  aggregate
principal  balance  of $581.7 million at December 31, 2000 have  fixed  interest
rates  ranging from 4.25% to 9.11%.  The weighted average interest rate on  this
fixed-rate  debt at December 31, 2000 and 1999 was 7.63%.  The weighted  average
interest  rate  during the years ended December 31, 2000,  1999,  and  1998  was
7.63%,  7.63%,  and  7.58%,  respectively.  The two  lines  of  credit  with  an
aggregate principal balance of $141.1 million at December 31, 2000 have variable
interest  rates  based  on spreads of 2.25% above 30 day  LIBOR.   The  weighted
average  interest rate on the variable rate debt at December 31, 2000  and  1999
was  8.81% and 8.63%, respectively.  The weighted average interest rate  on  the
variable rate debt during the years ended December 31, 2000, 1999, and 1998  was
9.02%, 7.67%, and 7.50%, respectively.

In January 2001, the Company entered into an interest rate swap with a bank that
effectively locks in a LIBOR rate of 5.28% for two years on $25 million  of  the
Company's floating rate debt.  The Company has designated this transaction as  a
cash flow hedge of a floating-rate liability.

Debt Maturities

As  of  December 31, 2000, the scheduled principal payments on all debt  are  as
follows (in thousands):

     Year Ending
     December  31,
      2001                                    $  10,868
      2002                                       33,902
      2003                                        9,667
      2004                                      218,497
      2005                                        9,197
      Thereafter                                440,717
      Net                                     $ 722,848

NOTE 6 - PREFERRED SHARE OFFERING AND TREASURY SHARES

The  Company  completed  an offering of 2,500,000 11.00% non-convertible  senior
preferred  shares on July 3, 1997.  The initial offering price  was  $50.00  per
share.   The  preferred shares are non-callable by the Company  for  a  ten-year
period  (until July 31, 2007).  On or after July 31, 2007, the Company,  at  its
option,  may  redeem the preferred shares for cash at the redemption  price  per
share set forth below:

                                                      Redemption Price
             Redemption Period                            Per Share

     July 31, 2007 through July 30, 2009                    $52.50
     July 31, 2009 through July 20, 2010                    $51.50
     On or after July 31, 2010                              $50.00

The  net  proceeds  from  the offering were $118.7 million  after  underwriter's
commission and other offering expenses. The net proceeds were contributed by the
Company  to  the  Operating  Partnership in  exchange  for  2,500,000  preferred
Partnership  Units.  The terms of the new class of preferred  Partnership  Units
generally  parallel those of the Company's preferred shares as to  distributions
and  redemption  rights.  In turn, the Operating Partnership used  the  proceeds
received  from  the  Company  primarily to  repay  $58.3  million  of  debt,  to
repurchase $12.2 million of common shares held in treasury under a common  share
repurchase program approved by the Board of Trustees, and to acquire Valley Mall
for $32.0 million in November 1997.

As  stipulated in the Prospectus Supplement, additional dividends shall be  paid
quarterly to the holders of the preferred shares if the Company's total debt (as
defined)  exceeds the product of 6.50 times EBITDA, as defined,  (the  "Leverage
Ratio")  without  the consent of the holders of at least 50%  of  the  preferred
shares outstanding at the time.  The Leverage Ratio computed as of December  31,
2000, is 5.91 to 1.  If required to be paid, additional dividends will be for an
amount  per  preferred  share  equal  to  0.25%  of  the  Preferred  Liquidation
Preference  Amount (defined below) on an annualized basis for the first  quarter
with  respect  to  which  an  additional dividend  is  due.   For  each  quarter
thereafter  that  the Company continues to exceed the permitted Leverage  Ratio,
the additional dividend will increase by an amount per preferred share equal  to
an  additional  0.25%  of  the Preferred Liquidation  Preference  Amount  on  an
annualized basis.  However, the maximum total dividend on the preferred  shares,
including  any additional dividends, will not at any time exceed 13.00%  of  the
Preferred  Liquidation  Preference Amount per annum.  The Preferred  Liquidation
Preference  Amount is equal to the sum of $50.00 per share plus an amount  equal
to any accrued and unpaid dividends thereon (including any additional dividends)
and whether or not earned or declared to the date of payment.

From time to time the Company's Board of Trustees has authorized the Company  to
make open market purchases of the Company's common and preferred shares.  During
1998  and  1997,  the  Company had repurchased 1,534,398 common  shares  for  an
aggregate  purchase  price of $14.7 million, and during 2000,  25,000  preferred
shares  were repurchased  for an aggregate purchase price of $0.9 million.   All
repurchased  shares are currently held as treasury shares.  Additional
repurchases of common and preferred  shares  will require approval by the Board.
In connection with  such  repurchases,  the Operating  Partnership redeemed from
the Company an equivalent number of  common and  preferred  Partnership  Units
for the equivalent  repurchase  costs,  thus maintaining  a  1.0  to  1.0
relationship between the number  of  the  Company's outstanding common and
preferred shares of beneficial interest and the number of common  and preferred
Partnership Units in the Operating Partnership that are owned by the Company.

NOTE 7 - LEASING ACTIVITIES

The  Company  is  primarily a lessor of shopping malls and the concentration  of
tenants  are  in  the retail industry.  Leases are generally  noncancelable  and
expire on various dates through approximately the year 2021.  The future minimum
lease payments to be received under existing leases as of December 31, 2000, are
as follows (in thousands):

     Year Ending
     December  31,

      2001                                   $ 108,853
      2002                                      98,484
      2003                                      82,515
      2004                                      74,565
      2005                                      66,541
      Thereafter                               251,640
      Net                                    $ 682,598

The  future  minimum lease payments above do not include payments  from  tenants
which  are due based upon a percentage of their gross sales or payments for  the
tenants' share of common area maintenance costs and real estate taxes.

Total  direct costs incurred by the Company to obtain leases, which are deferred
and amortized over the life of the lease, are as follows (in thousands):

                     Beginning                                       Ending
   Year Ended        Balance   Additions   Amortization    Other     Balance

December 31, 2000    $ 15,807  $ 2,673     $ 3,331         $ (142)   $ 15,007
December 31, 1999      16,474    2,705       3,372               -     15,807
December 31, 1998      16,348    4,550       3,673           (751)     16,474

NOTE 8 - RELATED PARTY TRANSACTIONS

Crown Rights

Pursuant  to  the  Operating Partnership Agreement, Crown Investments,  and  its
subsidiary,  Crown American Investment Company, have certain rights (the  "Crown
Rights"), which enable them to require the Operating Partnership to redeem  part
or  all  of  their common Partnership Units for a price equal to the  equivalent
value  of  the  common  shares of the Company (on a one-for-one  basis).   Crown
Investments currently owns 8,169,939 common Partnership Units and Crown American
Investment  Company owns 1,786,459 common Partnership Units.  The obligation  to
redeem these Partnership Units may be assumed by the Company in exchange for, at
the  Company's  election, either shares (on a one-for-one  basis)  or  the  cash
equivalent  thereof, provided that the Company may not pay for  such  redemption
with  shares  to  the extent that it would result in Crown Investments  and  its
affiliates  beneficially  or  constructively  owning  more  than  16.0%  of  the
outstanding  shares.   Crown  Investments and its  affiliates  may  require  the
Company to assume the obligation to pay for such redemption with shares  to  the
extent  that  Crown Investments and its affiliates own less than  16.0%  of  the
outstanding   shares.   Crown  Investments  and  its  subsidiary  have   pledged
substantially  all their Partnership Units (the "Pledged Units")  as  collateral
for  a  loan made by an unrelated third party.  In June 1995 and in August  1999
the  Company  filed Registration Statements on Form S-3 with the Securities  and
Exchange  Commission relating to the Pledged Units.  If at the time of any  such
permitted  exchange  the  Shelf Registration is not effective,  the  Company  is
obligated  to  purchase a specified portion of the Pledged Units.   The  Company
also  has  the  right  to purchase the Pledged Units in  lieu  of  effecting  an
exchange.

Management Agreements

The  Company  manages  certain retail properties for Crown  Associates  and  its
affiliate  pursuant  to a management agreement.  For its services,  the  Company
receives  management  and leasing fees which amounted to  $0.04  million,  $0.04
million,  and  $0.06 million, for the years ended December 31, 2000,  1999,  and
1998, respectively.

In  addition,  Crown  Investments, Crown Associates, and their  affiliates  have
agreed to pay the Company sales commissions up to 15% of the net sales price for
its  services  in selling certain land and other assets owned by these  parties.
Total  commissions earned were $0.4 million, $0.1 million, and $0.1 million  for
the  years  ended  December  31, 2000, 1999, and  1998,  respectively,  and  are
included in miscellaneous income.

Support Agreement

In  connection  with the Company's formation, Crown Investments entered  into  a
cash  flow  support agreement (the "Support Agreement"), which was  subsequently
amended  in  1997  and 1994, with the Operating Partnership  and  the  Financing
Partnership with respect to Mount Berry Square, Martinsburg Mall, Oak Ridge Mall
and  Bradley Square, all of which were opened in 1991 and were in various stages
of initial lease-up, with mall store occupancy rates below 75%.

The  Support  Agreement provides that Crown Investments  will  guarantee,  on  a
quarterly basis, up to a maximum of $1.0 million per quarter, that each of these
four  malls will generate a stipulated aggregate amount of base rents from  each
such mall.  The quarterly amounts due under the Support Agreement are calculated
as  the  difference between the aggregate amount of actual base rents earned  in
the quarter at each mall and the stipulated aggregate amount of base rents.  The
1997  amendment provided that the quarterly support amounts after 1997 shall  be
reduced  by  2.5% of the gross sales price of any sales of outparcel  land  that
occur  after  1997, which is intended to approximate the base rents  that  could
have  been earned had such outparcel land been leased or developed, rather  than
sold.   Crown Investments was also obligated to fund any tenant improvement  and
leasing  costs  associated with a fixed amount of shortfall space,  as  defined.
The  obligations  of  Crown  Investments under the Support  Agreement  presently
continue as to all four malls and will terminate as to a mall when the aggregate
base  rents  at  such mall achieve the stipulated amount over  four  consecutive
quarters (as determined by the independent trustees of the Company).  No support
payments were required for Mt. Berry Square for the third and fourth quarter  of
2000, and none are expected for the first and second quarters of 2001.  If  that
occurs,  Crown Investments' support obligation shall cease for Mt. Berry  Square
at the end of the second quarter 2001.

Total  cash  flow support earned by the Company was $2.9 million, $3.0  million,
and  $3.8  million,  for  the years ended December 31,  2000,  1999,  and  1998,
respectively.  Earned support payments and funded tenant improvements under  the
Support  Agreement  are  accounted  for as capital  contributions  made  by  the
minority  owner  in  the  Operating Partnership.   As  a  result  of  the  above
transactions,  the  Company  had  a  receivable  of  $0.6  million  from   Crown
Investments at December 31, 2000.

Crown Associates Lease at Pasquerilla Plaza

Approximately  14,600  square  feet of Pasquerilla  Plaza  is  leased  to  Crown
Associates and an affiliate for annual base rent of approximately $0.28 million.
The rent was determined based on rental rates being paid by existing third party
tenants   and  on  the  fact  that  Crown  Associates'  lease  includes  certain
furnishings and equipment and allows Crown Associates use of certain  facilities
in the building not available to other third party tenants. The lease with Crown
Associates  ends July 31, 2003 and includes a five-year renewal option  at  then
market  rents.   The  lease  with the affiliate ends March  31,  2009,  but  the
affiliate has the right to cancel the lease at the end of March 31, 2004.  Total
rent earned by the Company for the years ended December 31, 2000, 1999, and 1998
was $0.29 million, $0.28 million, and $0.26 million, respectively.

Lease at Logan Valley Mall between the Company and Crown American Enterprises

Crown  American Enterprises (CAE) entered into a lease for a 1,962  square  foot
mall  shop space at the Company's Logan Valley Mall.  CAE subsequently  assigned
this  lease  to Crown Max LLC, a company which is owned by CAE and an  unrelated
third party.  The lease began on January 1, 1998 and had a ten-year term with an
annual  base  rent of $44,000 plus contributions to common area maintenance  and
real  estate taxes.  Management believes the terms were comparable to rates  for
similar space rented to third parties at this property.  CAE used this space  to
operate  a  virtual-reality entertainment facility.  In addition to  the  rental
income,  the  Company was interested in determining the economic feasibility  of
adding similar entertainment facilities to other Company malls.  CAE closed  the
entertainment facility on December 31, 1998, and the Company and CAE  negotiated
a  lease  surrender  and termination agreement whereby CAE  paid  an  additional
$22,000  to  the  Company  as  consideration for the  lease  termination  as  of
December  31, 1998.  The total amounts received by the Company under the  lease,
including  the lease termination payment, exceeded the Company's non-recoverable
investment in the leased premises.

Amounts due to or from Crown Associates and Crown Investments

In  addition  to the above items, the Company allocates a portion of  the  costs
related  to its administration, communications,  MIS, legal, and risk management
departments to Crown Associates based on estimated usage.  These allocated costs
aggregated  $0.7  million, $0.6 million, and $0.5 million for  the  years  ended
December  31, 2000, 1999, and 1998, respectively.   Conversely, Crown Associates
and its affiliates charge the Company for use of their corporate aircraft, hotel
and  dining services.  Such costs totaled $0.1 million, $0.4 million,  and  $0.8
million  for  the years ending December 31, 2000, 1999, and 1998,  respectively.
There  were  no  amounts due to or from Crown Associates and  Crown  Holding  at
December 31, 2000 as a result of the above transactions.

NOTE 9 - LEASES

The  Company  is the lessee under third-party ground leases for Shenango  Valley
Mall  and Crossroads Mall and is the lessee under two third-party ground  leases
for  Uniontown Mall.  The Shenango Valley Mall lease expires on July  24,  2017.
The Crossroads lease expires in October, 2027 with a 49 year option period.  One
lease  for  Uniontown Mall expires on March 30, 2038 with up to seven  five-year
renewal  options and the other lease expires on April 30, 2039 with up  to  four
five-year  renewal  options.   All four leases require  fixed  annual  payments.
Fixed  rental  expense related to these leases for the years ended December  31,
2000,  1999,  and  1998  was $0.23 million, $0.30 million,  and  $0.25  million,
respectively.   Future minimum lease payments on these leases are $0.17  million
per year through 2005 and $4.5 million for all years thereafter.

Under  the  Uniontown Mall lease additional rents are paid based on mall  tenant
percentage rents. These additional rents were $0.10 million, $0.08 million,  and
$0.06  million,  for  the  years  ended  December  31,  2000,  1999,  and  1998,
respectively.

Capital Leases

Assets   under  capital  leases,  primarily  office  and  mall  equipment,   are
capitalized  using interest rates appropriate at the inception  of  each  lease.
Capital  lease  obligations  amounted  to  $2.4  million  and  $0.9  million  at
December  31, 2000 and 1999, respectively, and are included in accounts  payable
and other liabilities.

NOTE 10 - RETIREMENT SAVINGS AND SHARE INCENTIVE PLANS

Retirement Savings Plan and Savings Restoration Plan

The  Company established the Crown American Realty Trust Retirement Savings Plan
(the  "Retirement  Savings Plan") pursuant to Section  401(k)  of  the  Internal
Revenue  Code  to cover employees of the Operating Partnership.   Employees  who
have  completed at least one year of service, working 1,000 hours per year,  and
have attained age 21 are eligible to participate in the Retirement Savings Plan.

The  Operating Partnership contributes a percentage of each eligible  employee's
base  pay  (the "Supplemental Employer Contribution") to the Retirement  Savings
Plan   on   behalf  of  each  eligible  employee.   The  Supplemental   Employer
Contribution is 2% of base pay if the employee is under 35 years of age,  3%  if
35  to  49  years  of  age, and 5% if 50 years of age or  older.   In  addition,
participants  may  elect  to  contribute between  1%  and  (subject  to  certain
restrictions)   15%.    Employee  contributions  are  matched   (the   "Matching
Contribution")  by  the Company up to 50% of the first 3% of  the  participant's
compensation.

The  receipt  of  benefits attributable to the Operating Partnership's  Matching
Contribution  and Supplemental Employer Contribution is subject to  the  vesting
and forfeiture provisions of the Retirement Savings Plan.  Supplemental Employer
Contributions become 100% vested after five years of service is credited to  the
employee.   Matching Contributions become vested 20% after two years of  service
and  an  additional 20% becomes vested per year thereafter.  Other  amounts  are
fully  vested  at all times.  Total plan costs for the years ended December  31,
2000,  1999,  and  1998, were $0.58 million, $0.55 million,  and  $0.60  million
respectively.

In  late 1996 the Company adopted The Savings Restoration Plan which is designed
to allow eligible employees to defer current compensation in amounts that exceed
the  limits  that can be deferred under The Retirement Savings Plan.   The  plan
became  effective January 1, 1997, and $0.09 million, $0.10 million,  and  $0.13
million  was  deferred in 2000, 1999, and 1998, respectively,  under  the  plan.
Amounts  deferred  are charged to expense in the current period;  as  such,  all
compensation expense under the above plans is being fully recognized  as  it  is
earned.

Share Incentive Plans

Prior  to  the initial public offering, the shareholders of the Company approved
the 1993 Crown American Realty Option Plan (the "Employee Option Plan"), and the
1993  Crown American Realty Trustees' Option Plan (the "Trustees' Option Plan").
Under  the Employee Option Plan, options to purchase a total of 2,200,000 common
Partnership  "Units"  of the Operating Partnership are currently  available  for
grant  to  officers and key employees.  The Company's Chairman and CEO currently
does  not  participate in any share incentive plan.  Under the  Employee  Option
Plan,  options are to be granted at not less than the market value of the common
shares on the date of grant.

Under the Employee Option Agreements, an option first becomes exercisable to the
extent of 20% of the total number of Units subject to the option on each of  the
second, third, fourth, fifth and sixth anniversaries of the date of the grant of
the option.  If employment is terminated after the option has partially or fully
vested, the option may be exercised to the extent it was exercisable at the time
of  termination of employment.  There are certain limitations on the  timing  of
exercise  of  the  option after termination of employment.  Currently,  all  the
Option  Agreements provide that options expire five years after  the  date  they
first become exercisable.

Option transactions under the Employee Option Plan are as follows:


<TABLE>
<CAPTION>

FT NOTE 10

                                            Year Ended December 31,
                                     2000            1999            1998
                                        Weighted        Weighted        Weighted
                                         Average         Average         Average
                                 Number   Exer-  Number   Exer-   Number   Exer-
                                  of      cise     of     cise      of     cise
                                 Units    Price   Units   Price    Units   Price
<S>                             <C>       <C>    <C>        <C>    <C>     <C>
Options outstanding, beginning
of period                      968,095 $ 8.12  1,179,870 $ 8.14  1,126,000 $8.13
Granted                        532,500   5.48     65,000   7.27    150,000  8.84
Canceled                     (292,000)    7.9  (276,000)   8.02   (88,800)  9.13
Exercised                            -      -      (775)   7.75    (7,330)  7.83
Options outstanding, end of
period                       1,208,595 $ 7.00    968,095 $ 8.12  1,179,870 $8.14

Range of option exercise     $5.19 to           $6.06 to         $7.75 to
prices                          $9.25              $9.25            $9.25
Weighted average fair value
of options granted during
the year                        $0.09              $0.52            $0.30
Weighted average contractual
life at end of period
(in years)                        6.1                5.1              5.9
Options exercisable at period
end                           368,076            393,522          187,974
Total compensation expense
recognized during the period $      0          $       0        $       0

</TABLE>

Option transactions under the Trustees' Option Plan are as follows:

<TABLE>
<CAPTION>

                                            Year Ended December 31,
                                    2000             1999            1998
                                       Weighted         Weighted        Weighted
                                        Average          Average         Average
                                Number   Exer-    Number  Exer-  Number   Exer
                                  of     cise       of    cise     of     cise-
                                Units    Price     Units  Price   Units   Price
<S>                             <C>       <C>      <C>    <C>    <C>     <C>
Options outstanding, beginning
of period                       62,000   $ 7.58   43,500  $ 8.74  30,000  $10.27
Granted                         20,000     5.31   20,000    5.50  25,000    8.19
Expired/Canceled               (1,000)     7.87  (1,500)    8.02 (4,500)   15.22
Exercised                            -        -        -       - (7,000)    8.85
Options outstanding, end of
period                          81,000   $ 7.01   62,000  $ 7.58  43,500   $8.74

Range of option exercise
prices                        $9.94 to          $9.94 to        $13.50 to
                                 $5.31             $5.50            $7.50
Weighted average fair value
of options granted during the
year                             $0.13             $0.34           $0.32
Weighted average contractual
life at end of period
(in years)                        4.35              3.97            3.50
Options exercisable at period
end                             81,000            62,000          43,500
Total compensation expense
recognized during the period        $0                $0              $0

</TABLE>

The  Trustees' Option Plan was amended and restated effective as of December 30,
1997.   As  amended,  options to purchase a total of 125,000  common  shares  of
beneficial interest of the Company are available to non-employee Trustees.  Each
non-employee  Trustee automatically is granted on December 31 of  each  year  an
option to purchase 5,000 common shares having an exercise price equal to 100% of
the  fair market value of the shares at the date of grant. The amended Trustees'
Option  Plan  also provides for an automatic grant of 5,000 options to  purchase
common  shares with an exercise price equal to 100% of the fair market value  of
the shares at the date of grant upon the appointment or election of each new
non-employee  Trustee  to  the Board. To date, all options granted  to  the
Trustees under the Trustees' Option Plan have been exercisable immediately
upon  grant.  Options under the Trustees' Option Plan expire five years from the
date of grant.

The  fair value of each option grant is estimated on the date of grant using the
Black-Scholes   option   pricing  model  with  the  following   weighted-average
assumptions  used  for  grants in 2000, 1999, and 1998, respectively:   dividend
yield  of  14.67%, 11.30%, and 9.06%; expected volatility of 23%, 30%, and  16%;
risk-free interest rates of 6.4%, 5.6%, and 5.1% for Employee options and  5.1%,
6.5%, and 5.0% for Trustee options; and expected lives of  9.0 years, 9.0 years,
and 7.4 years for Employee options and 5.0 years for all Trustee options.

The   Company  measures  compensation  expense  in  accordance  with  Accounting
Principles  Board  Opinion  25,  "Accounting for  Stock  Issued  to  Employees".
Accordingly,  at  the  time  the options are granted no  compensation  cost  was
recognized   in   the  accompanying  Consolidated  Financial  Statements.    Had
compensation  cost for the Company's option plans been determined based  on  the
fair  value at the grant dates for awards under those plans consistent with  the
method  of  SFAS No. 123, the Company's net income for the years ended  December
31, 2000, 1999, and 1998 would have been reduced by approximately $0.03 million,
$0.05  million, and $0.10 million, respectively, or $0.001, $0.002,  and  $0.004
per share, respectively.

NOTE 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS AND MARKET RISKS

Statement  of  Financial Accounting Standards No. 107, Fair Value  of  Financial
Instruments,   requires  disclosures  about  fair  value   for   all   financial
instruments.   Based on the borrowing rates currently available to the  Company,
the  estimated  fair  value of the Company's fixed rate  debt  approximates  its
$581.7  million  carrying  amount at December 31, 2000.   The  remaining  $141.1
million  of  debt is at floating interest rates which approximate current  rates
available to the Company for such debt, and accordingly the fair value  of  such
floating rate debt approximates the current carrying amount.

At  December  31, 1999, the carrying amount of the Company's $596.4  million  of
fixed  rate  debt had an estimated fair value of $560.5 million.  The  remaining
$112.6  million  of  debt  at  December 31, 1999 was  at  floating  rates  which
approximated  current rates then available to the Company, and  accordingly  the
fair  value of such floating rate debt approximated the carrying amount at  that
date.

Accounts  receivable and accounts payable carrying amounts approximate the  fair
value  of  accounts receivable and accounts payable balances,  respectively,  at
both December 31, 2000 and 1999.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

The  Company  obtains  insurance for worker's compensation, automobile,  general
liability,  property  damage,  and medical claims.   However,  the  Company  has
elected  to  retain  a portion of expected losses for property  damage,  general
liability  and  medical  claims through the use of deductibles  which  generally
range  up to $0.25 million per occurrence.  Provisions for losses expected under
these  programs  are  recorded based on estimates, provided by  consultants  who
utilize  the  Company's  claims  experience and actuarial  assumptions,  of  the
aggregate  liability for claims incurred and claims incurred but  not  reported.
The  total estimated liability for these losses at December 31, 2000, 1999,  and
1998  was  $4.3  million  $3.9 million and $4.0 million,  respectively,  and  is
included in accounts payable and other liabilities.

Based  on environmental studies completed on the Properties, management believes
any exposure related to environmental clean-up will be immaterial.

The Company from time to time is subject to litigation and claims incidental  to
its  business.  Except as described below, neither the Company nor  any  of  the
Partnerships are currently involved in any material litigation and, to the  best
of the Company's knowledge, there are no material litigation or claims currently
threatened  against  the  Company  or  the  Partnerships,  other  than   routine
litigation or claims, asserted or unasserted, arising in the ordinary course  of
business,  most  of  which is expected to be covered by liability  insurance  or
established reserves.

Shareholder litigation

On August 10, 1995, August 17, 1995, and September 8, 1995 complaints were filed
by various individuals on behalf of themselves and also purportedly on behalf of
other  similarly  situated  persons against  the  Company  and  certain  of  its
executive  officers in United States District Court for the Western District  of
Pennsylvania  to  recover unspecified damages under the federal securities  laws
resulting from a decline in the market price for the Company's common shares  of
beneficial interest which are listed and traded on the New York Stock  Exchange.
The decline in the Company's share price followed the announcement on August  8,
1995  of  various operational  and capital resource initiatives by the  Company,
including  the  reduction of the Company's quarterly dividend  to  increase  its
levels  of  retained internal cash flow and the planned sale of  certain  assets
that  at the time did not fit the Company's growth strategy.  The complaints  in
these  three  cases  were consolidated by the Court and a  consolidated  amended
complaint  ("the  Consolidated  action")  was  filed  on  July  30,  1996.   The
consolidated  amended complaint asserts a class period extending from  March  1,
1995 to August 8, 1995, inclusive.

A  fourth Complaint was filed the week of December 15, 1995 by an individual  on
behalf  of  himself  and also purportedly on behalf of other similarly  situated
persons  against  the  Company and certain of its current and  former  executive
officers  in  the  United  States District Court for  the  Eastern  District  of
Pennsylvania  (the Warden action).  This action was subsequently transferred  to
the  Western  District of Pennsylvania.  While this Complaint  is  substantially
similar  to  the  previous Complaints, it alleged a class period extending  from
August 17, 1993 (the IPO date) to August 8, 1995.

The  Company  filed  a  motion seeking to dismiss the  Consolidated  action  and
negotiated  a  stay of the Warden action pending resolution  of  the  motion  to
dismiss  the  Consolidated actions.  On September 15, 1997 the Court  issued  an
opinion dismissing the consolidated amended complaint.  In its ruling, the Court
dismissed  certain allegations with prejudice and others with an opportunity  to
amend.   On October 10, 1997 the Plaintiffs filed a second amended complaint  in
the  consolidated  action.   On December 2, 1997  the  court  entered  an  order
consolidating  the  cases  for pretrial purposes.   On  December  16,  1997  the
Plaintiff  in the Warden action filed a second amended complaint, which  changed
the  end of the putative class period to February 28, 1995.  On January 16, 1998
the  Company filed motions seeking dismissal of both the consolidated action and
the  Warden action.  On October 15, 1998 the Court in the Warden action  granted
the  Company's motion to dismiss and permitted the plaintiffs to  file  a  third
amended complaint.

On  November 2, 1998, the Court granted in part and denied in part the Company's
motion  to dismiss the second amended complaint in the consolidated action.   In
its ruling, the Court dismissed the Company as a defendant and dismissed all  of
the  plaintiff's claims with prejudice, except for a narrow set  of  allegations
relating to projections of the 1995 dividend at a March 1995 REIT conference and
in  the 1994 annual report.   On November 30, 1998, the plaintiffs in the Warden
action and the consolidated action each filed third amended complaints.  In  the
consolidated  action,  plaintiffs sought to renew  certain  claims  against  the
Company  notwithstanding the Court's prior rulings.  On December 21,  1998,  the
Company filed a motion seeking dismissal of the third amended complaint  in  the
Warden  action.  On February 5, 1999, the Company filed a motion to dismiss  the
third amended complaint in the consolidated action.

On  July  6, 1999, the Court granted the Company's motion to dismiss  the  third
amended  complaint  in the Warden action in its entirety  with  prejudice.    On
August 5, 1999, the plaintiffs filed an appeal to the U.S. Court of Appeals  for
the  Third  Circuit.  On July 20, 1999, the Court granted in part and denied  in
part  the  Company's  motion  to  dismiss the third  amended  complaint  in  the
consolidated  action.   In  its ruling, the Court dismissed  the  Company  as  a
defendant  and  otherwise ruled consistent with its November 2, 1998,  decision,
dismissing  all  of  the  claims,  except for  the  narrow  set  of  allegations
referenced above.  On May 17, 2000, the individual defendants filed a motion for
summary  judgment in the Consolidated action.  This motion is awaiting decision.
On July 12, 2000, the Court of Appeals affirmed in all respects the dismissal of
the  Warden action.  On July 25, 2000, Plaintiffs in the Warden action  filed  a
petition requesting a rehearing of their appeal.  On August 24, 2000, the  Court
of  Appeals  denied  Plaintiffs' petition and the Warden  action  has  now  been
finally concluded in favor of the Company and its officers.

On  January  9, 2001, the plaintiffs in the Warden action and a third individual
filed a complaint in the Court of Common Pleas of Philadelphia County (the Stein
action) asserting state  law  claims against the Company which are substantially
similar  to  the claims and allegations made in the Warden action and dismissed
with prejudice by the  United  States District Court for the Western District of
Pennsylvania  and the Third Circuit Court of Appeals. The Company intends to
vigorously defend the Stein action, which is currently in a preliminary stage.
Based on the advice of legal  counsel,  the  Company  believes that it  and  the
named  officers  have substantial  defenses  to  the plaintiffs' claims.  The
Company's  current  and former  officers are covered under a liability insurance
policy paid for by  the Company.   The Company's officers also have
indemnification agreements with  the Company.

On  February  8,  2001, subject to court approval, the Company  entered  into  a
Stipulation   and  Agreement  of  Compromise  and  Settlement  (the  "Settlement
Agreement") in the Consolidated action.  Pursuant to the terms of the Settlement
Agreement,  the  parties agreed to settle the Consolidated  action  as  a  class
action  for  a  total  payment  of $1.1 million for all  claims,  administrative
expenses, litigation costs and attorney's fees, which sum is to be paid  by  the
Company's insurer pursuant to a liability insurance policy.  The Company and its
officers denied any liability.  On February 14, 2001, the court issued an  order
preliminarily approving the Settlement Agreement, certifying the case as a class
action,  directing the issuance of notice to members of the class and scheduling
a  final hearing on the settlement for May 31, 2001.  The Company believes  that
the  Settlement Agreement should receive final approval by the Court,  and  that
the  Consolidated  action  should be dismissed with prejudice  upon  such  final
approval.   While the final resolution of the Consolidated action and the  Stein
action  cannot be presently determined, management does not believe  that  these
actions  will  have  a  material adverse effect  on  the  Company's  results  of
operations or financial condition.

Commitments

The  Company has various purchase commitments in the normal course of  business.
The Company also has commitments under signed leases with tenants to make future
cash   allowances   and/or  to  construct  tenant  premises,   which   aggregate
approximately $3.9 million as of December 31, 2000, excluding amounts  committed
in  connection with mall expansions as described in Note 13 to the  Consolidated
Financial Statements.

NOTE 13 - MALL ACQUISITIONS AND EXPANSIONS

In May 1998 the Company acquired, in a single transaction, two regional shopping
malls:   Jacksonville Mall in Jacksonville, North Carolina, and Crossroads  Mall
in Beckley, West Virginia.  The two malls include gross leasable area of 415,000
and  450,000 square feet, respectively.  Sears, JCPenney and Belk Stores  anchor
both  malls.   The  total purchase price was approximately  $61  million,  which
included  10 acres of vacant land at Jacksonville Mall. The purchase was  funded
from  existing credit lines and also from assumption of debt related to  one  of
the  properties.  Each property is held in a limited partnership  or  a  limited
liability corporation.

The  Company  has  substantially  completed construction  of  an  expansion  and
redevelopment of Washington Crown Center in Washington, PA and an  expansion  at
Valley  Mall in Hagerstown, MD.  The total costs of the two projects,  including
capitalized  construction  overhead,  interest,  and  tenant  allowances,   will
approximate $33 million and $35 million, respectively, of which $31 million  and
$33  million,  respectively, had been incurred as  of  December  31,  2000.   In
addition to amounts incurred at December 31, 2000, the Company is committed  for
future  payments under various construction purchase orders and certain  leases.
The  Washington  Crown  Center  expansion was  largely  financed  under  a  bank
construction  loan  that  was  refinanced in December  2000.   The  Valley  Mall
expansion  was largely financed under the line of credit with GECC as  described
in more detail in Note 5 to the Consolidated Financial Statements.

NOTE 14  -  PROPERTY SALES AND DISPOSALS

In  June  2000 the Company sold Greater Lewistown Plaza, a non-enclosed shopping
center  (which  had  been purchased from Crown Associates in  1998)  located  in
Lewistown,  Pennsylvania, to a third party at a price of  $5.0  million.   After
selling  expenses  and  commissions  and after  paying  off  the  related  first
mortgage,  this sale generated approximately $1.2 million in net  cash  proceeds
for the Company.  The sale did not result in a material gain.

In  July  2000 the Company sold a 115,000 square foot anchor store building  and
related parking aggregating approximately 15.4 acres, located at Oak Ridge  Mall
in  Oak  Ridge,  Tennessee,  to Wal-Mart to accommodate  a  95,700  square  foot
expansion of this store into a Wal-Mart Supercenter.  This anchor store had been
occupied  by  Wal-Mart under an operating lease.  The sales  proceeds  of  $4.25
million  and an additional $1.3 million payment were applied by the  Company  to
reduce  the outstanding principal balance on the existing mortgage loan  on  Oak
Ridge Mall.  The sale resulted in a loss of $0.2 million.

With  respect to Middletown Mall, a property acquired by the Company on February
1,  1995 from Crown Associates, additional contingent consideration, in the form
of  437,888  common  Partnership  Units, was paid  to  Crown  Investments  Trust
effective  as  of  January  1, 1998, as consideration for  the  contribution  of
Middletown  Mall  to the Operating Partnership.  The 437,888  units  represented
approximately  1.2% of the total common Partnership Units outstanding  prior  to
the  issuance of the new units.  In July 1998 the Company sold Middletown  Mall,
together with approximately 60 acres of undeveloped outparcels and vacant  land,
to  an  unrelated third party.  The aggregate purchase price was $12.2  million.
The Company received $8.5 million in cash, net of closing costs, and received  a
$3.5  million  one-year 9.5% mortgage from the purchaser,  secured  by  a  first
mortgage on all the undeveloped land and outparcels and by a second mortgage  on
the mall.  The note was paid in full in December 1999 at which time the deferred
gain of $1.3 million was recognized.

With  regard to the Company's disposition strategy, the Company will dispose  of
any  of  the  Properties,  if, based upon management's periodic  review  of  the
Company's portfolio, the Board of Trustees determines that such action would  be
in  the best interests of the Company.  The Company regularly evaluates property
dispositions in order to recycle capital  for  future investment opportunities,
to reduce debt leverage, or to enhance cash flows and liquidity.  It is possible
that the net sales proceeds for some properties, if sold  in  the  future, could
be lower than their current net book  value, which would result in a loss upon
possible future sale.

NOTE 15 - SHAREHOLDER RIGHTS PLAN

In  January  2000, the Company's Board of Trustees adopted a Shareholder  Rights
Plan  (the  "Rights Plan") designed to protect shareholders and to  assure  that
they  receive  fair  treatment  in the event of any  proposed  takeover  of  the
Company.   The  intent of the Rights Plan is to encourage negotiation  with  the
Company's Board of Trustees prior to any takeover attempt and to give the  Board
increased leverage in such negotiations. The Plan was not adopted in response to
any specific offer or takeover threat.

In  connection with the Rights Plan, the Company distributed one  Preferred
Share  Purchase  Right  (a "Right") for each outstanding  Common  Share  to
common shareholders of record at the close of business on February 4, 2000.
Each  Right  initially entitled the holder to buy one  one-hundredth  of  a
share  of  a  new  Series  A Junior Participating Preferred  Shares  at  an
exercise  price  of  $20.00.  The Rights will become  exercisable  after  a
person  or  group  has  acquired twenty percent or more  of  the  Company's
outstanding Common Shares or has announced a tender offer that would result
in  the  acquisition of twenty percent or more of the Company's outstanding
Common  Shares.  The Company's Board of Trustees has the option  to  redeem
the Rights for $0.001 per Right prior to their becoming exercisable.

Assuming  the  Rights have not been redeemed, after a person or  group  has
acquired twenty percent or more of the Company's outstanding Common Shares,
each Right (other than those owned by a holder of twenty percent or more of
the Common Shares) will entitle its holder to purchase, at the Right's then
current exercise price, that number of the Company's Common Shares having a
market  value  at  that  time  of twice the  Right's  exercise  price.   In
addition, at any time after the Rights become exercisable and prior to  the
acquisition  by  the  acquiring  party of fifty  percent  or  more  of  the
outstanding Common Shares, the Company's Trustees may exchange  the  Rights
(other  than  those  owned by the acquiring person or its  affiliates)  for
Common  Shares of the Company at an exchange ratio of one share per  Right,
or for Series A Junior Preferred Shares of the Company at an exchange ratio
of one one-hundredth of such preferred share per Right.

Initially,  the  Rights  will not be exercisable and certificates  will  not  be
issued.   The  Rights will be evidenced by and trade with the  Company's  Common
Shares  until  they become exercisable and are separated from the Common  Shares
upon  the occurrence of certain future events.  Until that time, one Right  will
also  be  issued  with  respect  to  each new Common  Share  that  shall  become
outstanding.  The Rights will expire on January 20, 2010 unless they are earlier
exchanged or redeemed.

NOTE 16 - QUARTERLY FINANCIAL DATA (UNAUDITED)

Summarized  quarterly  financial data for 2000  and  1999  is  shown  below  (in
thousands, except per share data):

<TABLE>
<CAPTION>

                                       First      Second      Third       Fourth
                                      Quarter     Quarter    Quarter     Quarter

<S>                                   <C>         <C>         <C>         <C>
Year ended December 31, 2000:

Revenues                            $  41,393  $  40,065   $  40,785   $  48,134
Operating income before interest,
asset sales and adjustments, and
extraordinary items                    14,640     14,532      14,999      19,077
Extraordinary (losses)                      -          -           -       (243)
Income before minority interest
in Operating Partnership                  737        728         803       4,375
Net (loss) allocated to common
shares                              $ (1,955)  $  (1,958)   $ (3,236)   $  (567)
Net (loss) per share:
Basic                               $   (.07)  $   (.08)    $   (.12)   $  (.02)
Diluted                             $   (.07)  $   (.08)    $   (.12)   $  (.02)

Year ended December 31, 1999:

Revenues                            $  37,850  $  37,305    $  37,874   $ 44,846
Operating income before interest,
asset sales and adjustments, and
extraordinary items                    12,455     13,336      12,779      18,285
Income (loss) before minority
interest in Operating Partnership         249        911       (116)       6,497
Net income (loss) allocated to
common shares                       $ (2,266)  $ (1,867)    $(2,570)    $  2,228
Net income (loss) per share:
Basic                               $   (.09)  $   (.07)   $   (.10)    $    .09
Diluted                             $   (.09)  $   (.07)   $   (.10)    $    .09

</TABLE>

Earnings  per  share  amounts  for each quarter  are  required  to  be  computed
independently, and therefore, may not equal the amount computed  for  the  year.
Certain reclassifications have been made to prior year amounts to conform to the
current year presentation.

Item  9.  Changes  in  and  Disagreements  with  Accountants  on Accounting and
          Financial Disclosure

          Not applicable

                                    PART III

Items 10 through 13.

          In accordance with the provisions  of  General Instruction  G (3) to
Form 10-K, the information required by Item 10  (Directors and  Executive
Officers  of the Registrant), Item 11 (Executive  Compensation), Item  12
(Security Ownership of Certain Beneficial Owners and  Management)  and Item 13
(Certain Relationships and Related Transactions) is not set forth herein
(except for the information concerning "Executive Officers of the Company" which
appears  at  the  end of Part I hereof) because the Company's  definitive  Proxy
Statement  for its Annual Meeting of Shareholders to be held on April 25,  2001,
which  includes  such information, will be filed with the Commission  not  later
than  120  days after the end of the fiscal year covered by this annual  report.
Such information is incorporated in this annual report by reference, except  for
the information required to be included in the Proxy Statement by paragraphs (k)
and (l) of Item 402 of Regulation S-K.

                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K


          The financial statements, financial statement schedules and exhibits
listed below are filed as part of this annual report:

                                                                      Page No.

(a)      (1)   Financial Statements

               Report of Independent Public Accountants                  28

               Consolidated Statements of Operations of Crown
                 American Realty Trust for the years ended
                 December 31, 2000, 1999 and 1998.                       29

               Consolidated Balance Sheets of Crown American
                 Realty Trust as of December 31, 2000 and 1999.          30

               Consolidated Statements of Cash Flows of Crown
                 American Realty Trust for the  years  ended
                 December 31, 2000, 1999 and 1998.                       31

               Consolidated Statements of Shareholders' Equity
                 of Crown American Realty Trust for the years
                 ended December 31, 2000, 1999 and 1998.                 32

               Notes to Consolidated Financial Statements             33-50

          (2)  Financial Statement Schedules
               Schedule II - Valuation and Qualifying Accounts
                 and  Reserves                                           55
               Schedule III - Consolidated Real Estate and
                 Accumulated Depreciation                             56-57

 (b)      Reports on Form 8-K

          No events which resulted in the filing of a current report on Form 8-K
occurred during the fiscal quarter ended December 31, 2000.

(c)       Exhibits
3.1       Second Amended and Restated Declaration of Trust of the Company. (c)
3.2       Bylaws of the Company. (c)
4.1       See Second Amended and Restated Declaration of Trust of the Company,
          (Exhibit 3.1). (c)
4.2       Articles Supplementary Classifying and Designating a Series of
          Preferred Shares (filed as Exhibit 4.4 to the Company's Amendment
          No. 2 to Registration Statement on Form S-3, filed on June 27, 1997)
4.3       Form of Preferred Share Certificate (filed as Exhibit 4.5 to the
          Company's Amendment No. 2 to Registration Statement on Form S-3,
          filed on June 27, 1997
10.1      Amended and Restated Agreement of Limited Partnership of Crown
          American Properties, L.P. (b)
10.2 (a)  First Amendment to Amended and Restated Agreement of Limited
          Partnership of Crown American Properties, L.P. (b)
10.2 (b)  Second Amendment to Amended and Restated Agreement of Limited
          Partnership of Crown American Properties, L.P. (a)
10.2 (c)  Third Amendment to Amended and Restated Agreement of Limited
          Partnership of Crown American Properties, L.P. (a)
10.2 (d)  Fourth Amendment to Amended and Restated Agreement of Limited
          Partnership of Crown American Properties, L.P. (f)
10.2 (e)   Fifth  Amendment  to  Amended  and  Restated  Agreement  of
          Limited Partnership of Crown American Properties, L.P. (g)
10.2 (f)  Sixth  Amendment  to  Amended  and  Restated  Agreement  of
          Limited Partnership of Crown American Properties, L.P. (g)
10.2 (g)  Amendment dated September 10, 1998, to the Sixth Amendment to
          Amended and Restated Agreement of Limited Partnership of Crown
          American Properties, L.P. (g)
10.3      Amended  and  Restated Partnership Agreement of Crown  American
          Financing Partnership.  (b)
10.4      Certificate of Incorporation  and  Bylaws  of  Crown American
          Financing Corporation. (b)
10.5      Real Estate Management  Agreements between the Operating Partnership
          and the following   entities:
          (a)   Financing Partnership (g)
          (b)   Crown American Associates (b)
          (h)   Crown American WL Associates, L.P., as amended (g)
          (i)   Crown American Acquisition Associates I, L.P. (f)
          (j)   Crown American Lewistown Associates, L.P. (g)
          (k)   Crown American Acquisition Associates II, L.P. (g)
          (l)   Crown American Crossroads LLC (g)
          (m)   Washington Crown Center Associates, L.P. (g)
10.6      Key Executive Bonus Incentive Plan. (c) #
10.6 (a)  Amended and Restated Key Executive Capital Incentive Plan dated
          July 25, 2000. (i) #
10.7       Retirement Savings Plan. (c) #
10.8       Sample Indemnification Agreement between the Company and its Trustees
           and officers (together with a schedule identifying the other
           agreements not being filed and material differences therein). (b)
10.9       Permanent Loan Agreement between Crown American Financing, L.P. and
           Crown American W L Associates, L.P. and General Electric Capital
           Corporation (g)
10.10      Amended and Restated Credit Agreement with General Electric Capital
           Corporation, dated September  8,  1999  (h)
10.10 (a)  Second Amended and  Restated  Credit Agreement with General Electric
           Capital Corporation dated December 4, 2000. (i)
10.11      Amended and Restated Cash Flow Support Agreement, dated May 9, 1994
           (a)
10.11 (a)  Amendment dated December 3, 1997, to the Amended and Restated Cash
           Flow Support Agreement dated May 9, 1994. (f)
10.12      1993 Crown American Realty Option Plan. (c) #
10.13      Amended and Restated Crown American Realty Trustees' Option Plan, as
           of December 30, 1997 (f) #
10.14      Sample Option Agreement for Employees (together with a schedule
           identifying the other agreements not being filed and material
           differences therein). (b) #
10.15      Sample Option Agreement for Trustees (together with a schedule
           identifying the other agreements    not being filed and material
           differences therein). (b)#
10.16      Not used
10.17      Registration Rights Agreement, dated as of August 13, 1999 between
           the Company and PNC Bank National Association (h)
10.18      Exchange Agreement, dated as of August 13, 1999, among PNC Bank,
           National Association, the Company, Crown American Properties, L.P.,
           Crown Investments Trust, and Crown American Investment Company (h)
10.19      Crown American Properties L.P. Savings Restoration Plan (e) #
21         List of subsidiaries of the Company. (g)
21 (a)     Amended List of subsidiaries of the Company.  (i)
23         Consent of Arthur Andersen LLP (i)
24         Powers of Attorney (i)
99 (a)     Press release dated February 6, 2001 (i)
99 (b)     Fourth Quarter 2000 Supplemental Financial and Operational
           Information Package (i)
(a)        Filed as an Exhibit to the Company's Report on Form 10K for the year
           ended December 31, 1994.
(b)        Filed as an Exhibit to the Company's Report on Form 10K for the
           period ended December 31, 1993.
(c)        Filed as an Exhibit to the Company's Registration Statement on Form
           S-11, effective as of August 9, 1993.
(d)        Filed as an Exhibit to Amendment No. 1 to the Company's Registration
           Statement on Form S-3, Registration No. 33-91880, effective as of
           June 9, 1995.
(e)        Filed as an Exhibit to the Company's report on Form 10K for the year
           ended December 31, 1996.
(f)        Filed as an Exhibit to the Company's report on Form 10K for the year
           ended December 31, 1997.
(g)        Filed as an Exhibit to the Company's report on Form 10K for the year
           ended December 31, 1998.
(h)        Filed as an Exhibit to the Company's report on Form 10K for the year
           ended December 31, 1999.
(i)        Filed herewith
#          Indicates management contract or compensatory plan or arrangement.


SIGNATURES

              Pursuant to the requirements of Section 13 or  15(d)  of
the Securities Exchange Act of 1934, the Company has duly caused this report  to
be  signed  on  its  behalf  by  the  undersigned,  thereunto  duly  authorized.

                                           CROWN AMERICAN REALTY TRUST

                                           By  /s/  Mark E. Pasquerilla
                                               Mark E. Pasquerilla
                                               Chief Executive Officer &
                                               President

Date:   February   26, 2001

           Pursuant to the requirements of the Securities Exchange Act of  1934,
this  report  has been signed below by the following persons on  behalf  of  the
Company  in  the  capacities  indicated and  on  the  dates  indicated.

Signature                   Title                              Date

/s/ Mark E. Pasquerilla     Trustee, Chairman of the Board     February 26, 2001
Mark  E.  Pasquerilla       CEO and President

/s/  Terry L. Stevens       Trustee, Executive Vice President  February 26, 2001
Terry L. Stevens            and Chief Financial Officer

/s/ John A. Washko          Vice President and                 February 26, 2001
John A. Washko              Chief  Accounting  Officer

       *                    Trustee                            February 26, 2001
Clifford A. Barton

       *                    Trustee                            February 26, 2001
Donald F. Mazziotti

       *                    Trustee                            February 26, 2001
Peter J. Siris

       *                    Trustee                            February 26, 2001
Zachary  L.  Solomon



*By:  /s/ Terry L. Stevens
     Terry L. Stevens
     as Attorney-in-Fact



<TABLE>
<CAPTION>

                                                                     Schedule II




CROWN AMERICAN REALTY TRUST
Valuation and Qualifying Accounts and Reserves
(Dollars in Thousands)




                                         Additions
                                    Charged
                         Beginning     to                             Ending
    Description           Balance   Expense   Other    Deductions     Balance

<S>                     <C>        <C>       <C>       <C>          <C>

December 31, 2000:

Allowance for doubtful
accounts                $   961    $  2,213   $     -   $   (601)   $   2,573

Restructuring costs         664         369         -       (802)         231

December 31, 1999:

Allownce for doubtful
accounts                  1,117       1,477         -     (1,633)         961

Restructuring costs           -       2,251         -     (1,587)         664

December 31, 1998:

Allowance for doubtful
accounts                  1,966         629         -     (1,478)       1,117

</TABLE>


<TABLE>
<CAPTION>

                                                                    Schedule III

CROWN AMERICAN REALTY TRUST
Consolidated Real Estate and Accumulated Depreciation as of December 31, 2000
(Dollars in Thousands)

                                                          Costs Capitalized
                                 Initial Cost         Subsequent To Acquisition
                                        Buildings             Buildings
                                           and       Land       and       Carry-
                  Encum-                 Improve-   Improve-   Improve-    ing
Properties        brances       Land      ments      ments     ments      Costs
                                           (A)        (B)       (B)        (C)
<S>               <C>           <C>       <C>        <C>        <C>         <C>
Bradley Square
Cleveland, TN  $  12,701 (E)  $  7,012  $  29,385  $  (281)  $   3,400  $      0

Capital City
Harrisburg, PA    38,998         1,580     11,269     (193)     12,061       216

Carlisle
Carlisle, PA      10,922 (D)       379        611         9     10,274       139

Chambersburg
Chambersburg,     19,935 (F)     2,363     14,063        38     13,377       271
PA

Crossroads
Beckley, WV       14,040         2,732     19,941         8      1,906         0

Francis Scott
Key
Frederick, MD     34,885 (F)     3,784     12,170     (636)     21,654       100

Jacksonville
Jacksonville,     31,046 (E)    11,062     26,835     (220)      3,894         0
NC

Logan Valley
Altoona, PA       56,813 (F)     2,138        954     2,086     79,587     7,411

Lycoming
Williamsport,     34,885 (F)     2,110     14,204      (33)     19,272       638
PA

Martinsburg
Martinsburg,WV    17,443 (F)     8,375     37,547     (653)      4,359        22

Mt. Berry
Square
Rome, GA          18,345 (E)     6,260     37,434     (209)      6,135         0

New River
Valley
Christiansburg,   16,944 (F)     3,923     27,094        38      7,284         0
VA

Nittany
State College,    29,902 (F)     6,683      6,204     (895)     33,394     5,834
PA

North Hanover
Hanover, PA       19,935 (F)     1,272      1,325       591     16,832       194

Oak Ridge
Oak Ridge, TN     17,501         9,393     31,323   (1,980)      3,646     1,371

Pasquerilla
Plaza
Johnstown, PA      2,263         3,289     23,010         3      1,117         0

Patrick Henry
Newport News,     50,335 (F)     3,953     22,432     (603)     19,102       541
VA

Phillipsburg
Phillipsburg,     29,902 (F)    11,169     50,368        36      5,604         0
NJ

Schuylkill
Frackville, PA    34,527        10,332     24,843       105     12,652         5

Shenango
Valley
Sharon, PA        12,701 (E)         0      6,403        22      9,775       151

South
Allentown, PA     14,951 (F)     3,465      2,331        23     15,568         0

Uniontown
Uniontown, PA     23,921 (F)         0      6,635     1,384     34,262     2,540

Valley Mall
Hagerstown, MD    45,157 (E)    12,036     19,945     2,999     30,954        40

Viewmont
Scranton, PA      29,902 (F)     1,696      4,602     6,806     42,005     7,701

Washington
Crown Ctr
Washington, PA    21,168 (E)     2,977      3,915     4,244     44,540       355

West
Manchester
York, PA          26,912 (F)     7,694     24,122       931     23,585       777

Westgate
Anchor Pad
Bethlehem, PA          0             0      3,219         0          8         0

Wyoming Valley
Wilkes-Barre,     56,814 (F)     6,825     52,057      (186)      5,385       12
PA


Total          $722,848      $132,502   $514,241   $ 13,434   $481,632  $ 28,318



</TABLE>

<TABLE>
<CAPTION>

                   Gross Amounts at Which Carried
                         at Close of Period
                             Buildings
                               and
                             Improve-               Accum.     Date of    Date
Properties          Land      ments      Total      Deprec.   Construc-    Ac-
                                                                tion      quired
<S>                <C>        <C>         <C>         <C>        <C>        <C>
Bradley Square
Cleveland, TN   $  6,731  $   32,785  $  39,516  $  (12,734)      1991

Capital City
Harrisburg, PA     1,387      23,546     24,933     (13,257)      1974

Carlisle
Carlisle, PA         388      11,024     11,412      (6,422)      1964

Chambersburg
Chambersburg,      2,401      27,711     30,112     (15,280)      1982
PA

Crossroads
Beckley, WV        2,740      21,847     24,587      (3,608)                1998

Francis Scott
Key
Frederick, MD      3,148      33,924     37,072     (18,726)      1978

Jacksonville
Jacksonville,      10,842      30,729     41,571     (4,715)                1998
NC

Logan Valley
Altoona, PA        4,224      87,952     92,176     (24,546)     1965,
                                                               1995-96

Lycoming
Williamsport,      2,077      34,114     36,191     (17,956)     1978,
PA                                                               1990

Martinsburg
Martinsburg,WV     7,722      41,928     49,650     (15,606)      1991

Mt. Berry
Square
Rome, GA           6,051      43,569     49,620     (16,144)      1991

New River
Valley
Christiansburg,    3,961      34,378     38,339     (12,002)      1988
VA

Nittany
State College,     5,788      45,432     51,220     (19,426)     1968,
PA                                                               1970,
                                                                 1991
North Hanover
Hanover, PA        1,863      18,351     20,214     (12,156)     1967

Oak Ridge
Oak Ridge, TN      7,413      36,340     43,753     (17,550)                1989

Pasquerilla
Plaza
Johnstown, PA      3,292      24,127     27,419      (9,055)      1989

Patrick Henry
Newport News,      3,350      42,075     45,425     (15,042)      1987
VA

Phillipsburg
Phillipsburg,      11,205      55,972     67,177    (22,812)      1989
NJ

Schuylkill
Frackville, PA     10,437      37,500     47,937    (21,061)       1980

Shenango
Valley
Sharon, PA            22      16,329     16,351     (10,061)     1967,
                                                                 1995

South
Allentown, PA      3,488      17,899     21,387      (7,224)                1980

Uniontown
Uniontown, PA      1,384      43,437     44,821     (23,178)     1969,
                                                                 1984
                                                                 1989
Valley Mall
Hagerstown, MD     15,035      50,939     65,974     (5,998)     1999       1997

Viewmont
Scranton, PA       8,502      54,308     62,810     (20,203)     1968,
                                                              1994-95

Washington
Crown Ctr
Washington, PA     7,221      48,810     56,031     (14,960)     1969,
                                                                 1999

West
Manchester
York, PA           8,625      48,484     57,109     (18,486)     1981,
                                                                 1995

Westgate
Anchor Pad
Bethlehem, PA          0       3,227      3,227      (1,193)                1988

Wyoming Valley
Wilkes-Barre,      6,639      57,454     64,093     (21,866)                1995
PA


Total         $ 145,936   $1,024,191  $1,170,127  $(401,267)

See the following page for note references (A) to (F).

</TABLE>

<TABLE>
<CAPTION>


                                                        Schedule III (continued)


CROWN AMERICAN REALTY TRUST
Consolidated Real Estate and Accumulated Depreciation as of December 31, 2000
(Dollars in Thousands)

Depreciation and amortization of the Company's investment in buildings and
improvements reflected in the statements of
operations are calculated over the estimated useful lives of the assets as
follows:

Base Building                                 45 years
Building Components                           10 - 20 years
Tenant Improvements                           Terms of Leases or useful lives,
whichever is shorter

The aggregate cost for Federal income tax purposes was approximately $1,132
million at December 31, 2000.

The changes in total real estate assets and accumulated depreciation and
amortization  for the years ended December 31, 1996, 1997, 1998, 1999, and 2000
are as follows:

                                       Total Real Estate Assets

                                        Years ended December 31,
                           2000        1999        1998        1997       1996
<S>                      <C>         <C>         <C>          <C>         <C>
Balance, beginning of
period                  $1,140,383 $1,091,880  $  984,729  $ 919,469   $ 880,279
Additions and
improvements                44,283     50,904      59,988     34,230      50,245
Acquisitions                     -          -      65,602     31,981           -
Cost of real estate       (12,795)      (482)    (16,270)      (341)     (9,612)
sold
Other writeoffs            (1,744)    (1,919)     (2,169)      (610)     (1,443)
Balance, end of period  $1,170,127 $1,140,383  $1,091,880  $ 984,729   $ 919,469


                                 Accumulated Depreciation & Amortization

                                         Years ended December 31,
                            2000        1999       1998       1997        1996

Balance, beginning of
period                  $  362,115 $  323,425  $  292,375  $  259,099  $ 232,771
Depreciation and
amortization                43,954     40,609      38,979      33,886     29,987
Acquisitions                     -          -           -          -           -
Cost of real estate sold   (3,058)          -     (5,760)          -     (2,216)
Other writeoffs            (1,744)    (1,919)     (2,169)      (610)     (1,443)
Balance, end of period  $  401,267  $ 362,115  $  323,425 $  292,375   $ 259,099


(A) Initial cost for constructed malls is cost at end of first complete
    fiscal year subsequent to opening and includes carrying costs on initial
    construction.
(B) Improvements are reported net of dispositions.
(C) Carrying costs consist of capitalized construction period interest and
    taxes on expansions and major renovations subsequent to initial construction
    of the mall.
(D) Includes $980 secured only by a bank letter of credit.
(E) Shenango Valley, Mt. Berry Square, Bradley Square, Jacksonville,
    Washington Crown Center, and Valley Mall are mortgaged to secure the
    $175.0 million GECC working capital line of credit.  These six properties
    are cross-defaulted and cross-collateralized.  Amounts shown for each
    property represent the allocated amount of the total loan outstanding
    based on their relative net operating income at December 31, 2000, as
    defined in the loan agreement.  These amounts do not represent the loan
    release amounts should the properties be sold.
(F) Thirteen malls in the Financing Partnership and Logan Valley and Wyoming
    Valley Malls are all cross-defaulted and cross-collateralized under the $465
    million mortgage loan with GECC.  Amounts shown for each property represent
    the allocated amount of the total loan outstanding.

</TABLE>



EXHIBIT 10.6 (a)



                         CROWN AMERICAN PROPERTIES, L.P.


                                  Johnstown, PA



                              Amended and Restated
                      Key Executive Capital Incentive Plan







Table of Contents

          Section                                                   Page

I.   Plan Purposes                                                   1

II.  Compensation Philosophy                                         2

III. Participation                                                   2

IV.  Incentive Awards

     a.   Participant Award Opportunities                             2

     b.   Participants' Bases for Earning Incentives                  3

V.   Incentive Award Distribution

     a.   Distribution of Incentive Awards                            3

     b.   Deferral of Incentive Awards

     c.   Vesting                                                     3

     d.   Deferral Accumulation                                       3

     e./f.     Deferral Payouts                                       4

VI.  Plan Management

     a./b.     Management Prerogatives                                5

     c.   Status Reporting to Participants                            5

Exhibits

     1.   Illustration of Participant Performance Plan

     2.   Deferral Election, Disclosure Statement and Beneficiary Designation
          Form


              AMENDED AND RESTATED CROWN AMERICAN PROPERTIES, L.P.
                      KEY EXECUTIVE CAPITAL INCENTIVE PLAN


     THIS  AMENDED  AND RESTATED CROWN AMERICAN PROPERTIES, L.P.  KEY  EXECUTIVE
CAPITAL INCENTIVE PLAN (hereinafter referred to as the "Plan"), made as of  this
25th  day of July, 2000, by CROWN AMERICAN PROPERTIES, L.P., a Delaware  Limited
Partnership  (the "Company"), by CROWN AMERICAN REALTY TRUST, its  sole  General
Partner   ("CART"),  with  offices  located  at  Pasquerilla  Plaza,  Johnstown,
Pennsylvania  15901,

                              W I T N E S S E T H:


     WHEREAS, the Board of Trustees of CART adopted the Plan in 1993;

     WHEREAS, the Initiation Date of the Plan was January 1, 1994;

      WHEREAS,  the  Company  established an irrevocable  trust  with  USBANCORP
("Trustee")  on  November  1,  1994,  for  the  purpose  of   funding   deferred
compensation  for plan participants for the purposes of Title I of the  Employee
Retirement Income Security Act of 1974 (the "Rabbi Trust");

      WHEREAS,  the  Compensation Committee of the Board  of  Trustees  of  CART
("Compensation Committee") has heretofore approved subsequent amendments to  the
Plan;

      WHEREAS,  the Compensation Committee desires to further amend and  restate
the Plan pursuant to Article VI of the Plan;

     NOW, THEREFORE, the Plan shall be amended and restated in the manner and to
the extent as hereinafter provided.


                         CROWN AMERICAN PROPERTIES, L.P.

                      Key Executive Capital Incentive Plan

                                Plan Description


I.   PLAN PURPOSES

     The  purposes  of  the  Plan  are to foster achievement  of  the  Company's
     performance  objectives and to financially reward participating  executives
     for their role in achieving such objectives.  Participating executives will
     receive  incentive awards when their individual and collective performances
     result   in   attainment  of  predetermined  Company  goals   for   growth,
     profitability and cash flow.

II.  COMPENSATION PHILOSOPHY

     The Company maintains a competitive compensation program (including salary,
     health and welfare benefits and long-term financial security plans) for its
     management and professional personnel.  The Plan is an enhancement to other
     compensation  program elements and will be utilized as an adjunct,  not  an
     offset, to other compensation vehicles.

III. PARTICIPATION

     Participation in the Plan is open to any employee of the Company deemed  to
     have  significant impact on the business and a high potential for long term
     professional growth within the  Company.  Typically, participation will  be
     limited   to   those  senior  level  managers  who  have  broad  operations
     responsibility  or who bring critical expertise to the business,  and  have
     demonstrated their ability to contribute to the business over time.

     The  Chief  Executive  Officer  of  the Company  will,  at  his  discretion
     recommend employees for participation to the Compensation Committee,  which
     is  solely  responsible  for the operation of  the  Plan.   Once  selected,
     participation  is  intended  to be on-going,  but  it  is  not  guaranteed.
     Changes in organization role and/or personal performance levels may  affect
     future participation

IV.  INCENTIVE AWARDS

     The  Plan  is  an  annual  incentive program  providing  opportunities  for
     participants to earn cash incentives based upon the achievement of  overall
     Company  and specific individual performance goals for a defined  operating
     period.

     For  each  Plan year, which shall be the fiscal year of the Company  ("Plan
     Year"),  executive management will define appropriate measures of  Company,
     functional and individual performance, consistent with the Plan purposes of
     fostering  Company  growth  and profitability.   The  specific  performance
     measures and the methodology and degree to which participant awards will be
     granted  for each Plan Year will be recommended by executive management  to
     the Compensation Committee for its review and approval.  It is contemplated
     that  the performance measures and other details on how participant  awards
     will  be determined may vary from time to time as executive management  and
     the Compensation Committee may deem appropriate.

     a.   Participant Award Opportunities

          The   range  of  incentive  award  opportunities  available  to   each
          participant  will  be  set  at  a  competitive  level  for  comparable
          positions  in  other organizations.  The award opportunities  will  be
          expressed as a percent of the participant's base salary as approved by
          the  Compensation  Committee for that Plan  Year.   The  actual  award
          amount  will be calculated using the participant's base salary on  the
          last day of the Plan Year.

     b.   Participants' Bases for Earning Incentives

          Each  participant's  incentive award is based on  performance  against
          goals  and contribution standards agreed upon at the beginning of  the
          Plan Year.

          The  goals established for each participant will be reflective of  the
          role  which  he  or  she plays in the organization and  the  operating
          priorities of the organization for the Plan Year.

          Management  and the Compensation Committee reserve the prerogative  to
          modify  or adjust goals during the course of the Plan year to  reflect
          changed business conditions or priorities and/or unanticipated  events
          or opportunities.

          Exhibit I provides an illustration of a participant performance plan.

V.        INCENTIVE AWARD DISTRIBUTION

     a.   Distribution of Incentive Awards

          Incentive  Awards earned by participants will be paid in cash  to  the
          participant  no later than 90 days following the end of a  Plan  Year,
          unless the participant has made an effective election to defer all  or
          a  portion of any Incentive Awards for the current Plan Year  pursuant
          to Paragraph V (b).

     b.   Deferral of Incentive Awards

          Prior  to the start of each Plan Year, participants may elect to defer
          some  or  all  of  his  or  her incentive award.   Participants  shall
          indicate  their intentions by completing a deferral election  form  at
          least  30  days  prior to the start of a Plan Year (See  Exhibit  2.),
          hereinafter referred to as the "Election").

     c.   Vesting

          All incentive awards will be immediately vested in the participant.

     d.   Deferral Accumulation

          Amounts  deferred  by participants, net of tax withholdings,  will  be
          funded  in  cash by the Company into the Rabbi Trust account  for  the
          exclusive benefit of the participants.  The funds will be invested  by
          the Trustee for the exclusive benefit of the participants.

          All  earnings of the fund investments, including interest,  dividends,
          realized  capital  gains  or losses and unrealized  capital  gains  or
          losses  (market value appreciate/depreciate) will be credited to  each
          participant's account balance at least quarterly by the Trustee.   The
          amounts  so  credited  will reflect the actual  performance  for  each
          participant's  account.  The performance of any participant's  account
          is not guaranteed by either the Company or the Trustee.

     e.   Payouts For Deferrals Made  Prior to July 25, 2000

          Upon  election  of  early  or normal retirement:   (i)   all  deferred
          incentive award amounts and accumulated interest, of non-Common Shares
          of beneficial interest of CART will be distributed to a participant as
          a  lump-sum payment within ninety (90) days following retirement,  and
          (ii)   all  deferred  incentive  award amounts  of  Common  Shares  of
          beneficial  interest of CART will be distributed to a  participant  by
          delivery  of  said  Common Shares within ninety  (90)  days  following
          retirement,  hereinafter collectively referred  to  as  "the  Deferral
          Payout".

          In  the  event of death prior to retirement, proceeds will be paid  to
          the participant's designated beneficiary(ies) hereinafter referred  to
          as  "beneficiary" within ninety (90) days following the  participant's
          death (See the Beneficiary Designation section in Exhibit 2.)

          The Deferral Payout will be made to a permanently disabled participant
          within  ninety  (90)  days following cessation  of  disability  income
          benefits.

          Former  participants,  no  longer in  the  employ  of  Crown  American
          Properties, L.P., will be eligible to receive the Deferral  Payout  at
          age  60  - early retirement age for this plan.  Payment will  be  made
          within ninety (90) days following receipt of written request for  such
          distribution. The plan will automatically pay the Deferral  Payout  to
          the   former  participant,  or  the  participant's  beneficiary,  upon
          attainment of age 62.
          The Deferral Payout will be the only form of distribution available to
          a  participant or beneficiary.  The Company may, at its option,  elect
          to  pay  proceeds earlier than scheduled or to alter the  payout  form
          noted.

     f.   Payouts For Deferrals  Made After July 25, 2000

          All  deferred  incentive  award amounts and earnings  (as  defined  in
          Paragraph  5 {d}, supra)  of non-Common Shares of beneficial  interest
          of  CART will be distributed in cash to a participant pursuant to  his
          or  her  Election within thirty (30) days of the distribution  date(s)
          specified  in  the  Election, and (ii)  all deferred  incentive  award
          amounts  of  Common  Shares of beneficial interest  of  CART  will  be
          distributed  to a participant by delivery of said Common Shares within
          thirty  (30)  days  of  the  distribution  date(s)  specified  in  the
          Election,  hereinafter  collectively  referred  to  as  "the  Election
          Payout".

          In  the event of death prior to retirement or complete distribution of
          the  Election Payout, as set forth herein, the balance of the Election
          Payout will be distributed to the participant's designated beneficiary
          within ninety (90) days following the participant's death upon written
          request  from  the  participant's  designated  beneficiary  for   such
          distribution (See the Beneficiary Designation section in  Exhibit  2).
          Absent   such  a  written  request,  the  Election  Payout  shall   be
          distributed according to the Election.
          The  Election  Payout  will be distributed  to a permanently  disabled
          participant within ninety (90) days following cessation of  disability
          income  benefits,  upon written request from the participant.   Absent
          such  a  written  request  the Election Payout  shall  be  distributed
          according to the Election.

          The  Company  may,  at  its option, elect to distribute  the  Election
          Payout  earlier  than  scheduled or to alter the  Election  Payout  as
          hereinabove described.

VI.  PLAN MANAGEMENT

     Management Prerogatives

          a.   The  Compensation Committee is solely responsible for the  design
               and   management  of  this  plan.   The  Compensation   Committee
               delegates operational and administrative responsibilities to  the
               Chief  Executive Officer of the Company and his senior  staff  as
               appropriate or necessary for effective management of the Plan.

          b.   All terms, conditions and features of the plan are subject to
               review and possible modification at the discretion of
               Compensation Committee.

          c.   The  Company will deliver a statement prepared by the Trustee  to
               each  participant at least quarterly showing in reasonable detail
               the  current value of his or her account balance for all deferred
               awards,  including the activity during the quarter  (new  awards,
               interest, gains/losses, distributions).



                   (Signatures appear on the following page.)




      IN  WITNESS WHEREOF, intending to be legally bound hereby, the undersigned
has  caused  this Amended and Restated Key Executive Capital Incentive  Plan  of
Crown American Properties, L.P. to be duly executed the day and year first above
written.



(Corporate Seal)                   CROWN AMERICAN PROPERTIES, L.P.,
                                   A DELAWARE LIMITED PARTNERSHIP
                                   BY:  CROWN AMERICAN REALTY TRUST,
                                   ITS SOLE GENERAL PARTNER



ATTEST: /s/Ronald P. Rusinak        By: /s/ Donato B. Zucco

        Ronald P. Rusinak               Donato B. Zucco
        Secretary                       Senior Vice President and
                                        Chief Administrative Officer




EXHIBIT 10.10 (a)


                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT



                                      among



                          CROWN AMERICAN REALTY TRUST,
 CROWN AMERICAN PROPERTIES, L.P., CROWN AMERICAN ACQUISITION ASSOCIATES I, L.P.,
   CROWN AMERICAN ACQUISITION ASSOCIATES II, L.P., CROWN AMERICAN ACQUISITION
   ASSOCIATES III, L.P., CROWN AMERICAN ACQUISITION ASSOCIATES IV, L.P., CROWN
AMERICAN ACQUISITION ASSOCIATES V, L.P., and WASHINGTON CROWN CENTER ASSOCIATES,
                               L.P. as Borrowers,

                                       and

                            The Lenders Party Hereto,
                                   as Lenders,

                                       and

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                             as Administrative Agent


                          Dated as of December 4, 2000


                           ___________________________


                              REVOLVING CREDIT LOAN






                                TABLE OF CONTENTS
                                                           Page

SECTION 1. DEFINITIONS                                        3
     1.1  Defined Terms                                       3
     1.2  Other Definitional Provisions                       25

SECTION 2. AMOUNT AND TERMS OF COMMITMENT                     25
     2.1  The Commitments, Loans and Notes                    25
     2.2  Procedure for Borrowing                             26
     2.3  Additional Properties                               28
     2.4  Release of Properties                               28
     2.5  Servicing Fee, Commitment Fee, Extension Fee,
          Exit Fee;  Agency Fee                               28
     2.6  Sale of Secured Line Properties                     29
     2.6  Intentionally Omitted                               29
     2.7  Release of Out-Parcel                               29
     2.8  Release of Option Parcels                           33
     Release of Previous Existing Borrowers                   35

SECTION 3. GENERAL PROVISIONS APPLICABLE TO LOAN              35
     3.1  Interest Rates and Payment Dates                    35
     3.2  Optional Prepayments                                36
     3.3  Mandatory Prepayments                               37
     3.4  Payments.                                           37
     3.5  Payments; Pro Rata Treatment                        37
     3.6  Yield Protection; Etc.                              40
     3.8  Reserves                                            46

SECTION 4. REPRESENTATIONS AND WARRANTIES                     46
     4.1  Financial Condition                                 46
     4.2  No Change                                           47
     4.3  Existence; Compliance with Law                      47
     4.4  Power; Authorization; Enforceable Obligations       47
     4.5  No Legal Bar                                        48
     4.6  No Material Litigation                              48
     4.7  No Default                                          48
     4.8  Ownership of Property; Liens                        48
     4.9  Intellectual Property                               49
     4.10 No Burdensome Restrictions                          49
     4.11 Taxes                                               49
     4.12 Federal Regulations                                 49
     4.13 ERISA                                               50
     4.14 Investment Company Act; Other Regulations           50
     4.15 Security Documents                                  50
     4.16 Accuracy and Completeness of Information            50
     4.17 Labor Relations                                     50
     4.18 Solvency                                            51
     4.19 Compliance with Laws                                51
     4.20 Condemnation                                        52
     4.21 Brokers                                             52
     4.22 FIRPTA                                              52
     4.23 Purpose of Loans                                    52
     4.24 No Conflicts                                        52
     4.25 Taxes and Assessments                               53
     4.26 Location of Borrowers                               53
     4.27 Forfeiture                                          53
     4.28 Flood Zone                                          53
     4.29 No Prior Assignment                                 53
     4.30 Insurance                                           53
     4.31 Certificate of Occupancy; Licenses                  53
     4.32 Physical Condition                                  54
     4.33 Boundaries                                          54
     4.34 Filing and Recording Taxes                          54
     4.35 Property Management                                 54
     4.36 Ground Lease Representations and Warranties         55
     4.37 Reciprocal Easement Agreements                      57
     4.38 Leases                                              57
     4.39 Cross Default                                       57
     4.40 Revenue Deposits.                                   57

SECTION 5. CONDITIONS TO ADVANCES                             57

SECTION 6. AFFIRMATIVE COVENANTS                              61
     6.1  Financial Statements                                61
     6.2  Certificates; Other Information                     62
     6.3  Payment of Obligations                              63
     6.4  Conduct of Business and Maintenance of Existence    63
     6.5  Maintenance of Property; Insurance                  63
     6.6  Inspection of Property; Books and Records;
          Discussions                                         64
     6.7  Notices                                             64
     6.8  Intentionally Omitted                               65
     6.9  Condemnation                                        65
     6.10 Use of Loan Proceeds                                65
     6.11 Funding Threshold                                   66
     6.12 Status as REIT                                      66
     6.13 Easements and Agreements                            66
     6.14 Compliance with Laws                                66
     6.16 Loan Documents                                      66
     6.17 Single Purpose Entity/Separateness                  66
     6.18 Estoppel Certificates                               68
     6.19 Forfeiture                                          68
     6.20 Property Management                                 68
     6.21 Alterations                                         68
     6.22 Leasing                                             69
     6.23 Estoppel                                            70
     6.24 Handicapped Access                                  70

SECTION 7.  NEGATIVE COVENANTS                                71
     7.1  Financial Condition Covenants                       71
     7.2  Intentionally Omitted                               72
     7.3  Limitation on Liens                                 72
     7.4  Intentionally Omitted                               73
     7.5  Limitation on Fundamental Changes                   73
     7.6  Limitation on Sale of Assets                        73
     7.7  Limitation on Investments, Loans and Advances       74
     7.8  Intentionally Omitted                               74
     7.9  Limitation on Transactions with Affiliates          74
     7.10 Limitation on Changes in Fiscal Year                74
     7.11 Limitation on Lines of Business                     74
     7.12 Limitation on Use of Loan                           75
     7.13 Limitation on Transfer and Further Encumbrance      75
     7.14 Limitation on Restrictions                          77
     7.15 Limitations of ERISA                                77

SECTION 8.  ENVIRONMENTAL MATTERS                             77
     8.1 Certain Definitions                                  77
     8.2 Representations and Warranties on Environmental
         Matters                                              78
     8.3 Covenants on Environmental Matters                   78
     8.4 Allocation of Risks and Indemnity                    79
     8.5 No Waiver                                            81

SECTION 9.  EVENTS OF DEFAULT                                 81

SECTION 10. EVENTS OF DEFAULT                                 84

SECTION 10. MISCELLANEOUS                                     85
     11.1  Amendments; No Novation                            85
     11.2  Notices                                            85
     11.3  Amendments, Waivers, Etc.                          86
     11.4  Survival                                           87
     11.5  Payment of Expenses and Taxes                      87
     11.6  Secondary Market Transactions                      87
     11.7  Counterparts                                       88
     11.8  Severability                                       89
     11.9  Integration                                        89
     11.10 Governing Law                                      89
     11.11 Submission To Jurisdiction; Waivers                90
     11.12 Acknowledgments                                    90
     11.13 Waivers of Jury Trial                              91
     11.14 Public Disclosure                                  91
     11.15 Recourse Obligations                               91
     11.16 Approvals; Third Parties; Conditions               91
     11.17 Further Assurances                                 92
     11.18 Name Changes                                       92
     11.19 Assignments and Participations                     92
     11.19 Assignments and Participations                     94

ARTICLE 12  THE ADMINISTRATIVE AGENT                          95
     12.1    Appointment, Powers and Immunities               96
     12.2    Reliance by Administrative Agent                 96
     12.3    Defaults                                         97
     12.4    Rights as a Lender                               97
     12.5    Standard of Care; Indemnification                97
     12.6    Non-Reliance on Administrative Agent and
             Other Lenders                                    98
     12.7    Failure to Act                                   98
     12.8    Resignation of Administrative Agent              98

SCHEDULES

     Schedule 1          Closing Deliveries
     Schedule 2          Loan Data Checklist
     Schedule 2.7        Minimum Required Occupancy Rates and Underwritten NOI
                         for Out-Parcel Releases
     Schedule 3          Description of Pending or Threatened Litigation
     Schedule 3.5(d)     Retirement Accounts Not Subject to Set-off
     Schedule 4.38       Schedule of Defaulted and/or Terminating Leases
     Schedule 4.39       Schedule of Cross-Defaulted Obligations
     Schedule 5.2(n)     Requirements for Future Construction Loan Advances

          Exhibit 1      Form of Request For Construction Loan Advances
          Exhibit 2      Architect's Initial Certification, Consent And
                         Agreement
          Exhibit 3      Major Trade Contractor Affidavit
          Exhibit 4      Major Trade Contractor Consent And Agreement
          Exhibit 5      Engineer's Initial Certification, Consent and Agreement
          Exhibit 6      Form of Borrower's Affidavit
          Exhibit 7      Form of Completion Guaranty
     Schedule 8.2        Schedule of Site Assessments

EXHIBITS

     Exhibit A           Insurance Coverage
     Exhibit B           Restoration
     Exhibit C           Form of Mortgage
     Exhibit D           Form of Assignment of Leases and Rents
     Exhibit E           Form of SNDA
     Exhibit F           Delineation of Mt. Berry Square Mall Out-Parcel
     Exhibit G           Delineation of Valley Mall Out-Parcel
     Exhibit H           Delineation of Jacksonville Mall Out-Parcel
     Exhibit I           Washington Crown Center Out-Parcels, Option Parcels
                         and Proposed Road Dedications
                         (A)  May Option
                         (B)  Bon-Ton Option Legal Description
                         (C)  Out-Parcels
                         (D)  Road Dedications
     Exhibit J           Valley Mall May Option Legal Description
     Exhibit K           Individual Property Values
     Exhibit L           Conditions to Release to Mt. Berry Square Mall
                         Multi-Family Parcel
     Exhibit M           Washington Crown Center May Option
                         (A)  Legal Description
                         (B)  Subdivision Plan
     Exhibit N           Form of Note
     Exhibit O           Form of Assignment and Acceptance
     Exhibit P           Form of Confidentiality Letter

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

          THIS  CREDIT  AGREEMENT (this "Agreement") is made as of December  __,
2000,  among  CROWN  AMERICAN  REALTY TRUST,  a  real  estate  investment  trust
organized  and  existing  under the laws of the State  of  Maryland,  having  an
address  at  Pasquerilla Plaza, Johnstown, Pennsylvania  15901,  CROWN  AMERICAN
PROPERTIES,  L.P.,  a  Delaware  limited  partnership,  having  an  address   at
Pasquerilla  Plaza,  Johnstown, Pennsylvania 15901, CROWN  AMERICAN  ACQUISITION
ASSOCIATES  I,  L.P., a Pennsylvania limited partnership, having an  address  at
Pasquerilla  Plaza,  Johnstown, Pennsylvania 15901, CROWN  AMERICAN  ACQUISITION
ASSOCIATES  II, L.P., a Pennsylvania limited partnership, having an  address  at
Pasquerilla  Plaza,  Johnstown, Pennsylvania 15901, CROWN  AMERICAN  ACQUISITION
ASSOCIATES  III, L.P., a Pennsylvania limited partnership, having an address  at
Pasquerilla  Plaza,  Johnstown, Pennsylvania 15901, CROWN  AMERICAN  ACQUISITION
ASSOCIATES  IV, L.P., a Pennsylvania limited partnership, having an  address  at
Pasquerilla  Plaza,  Johnstown, Pennsylvania 15901, CROWN  AMERICAN  ACQUISITION
ASSOCIATES  V,  L.P., a Pennsylvania limited partnership, having an  address  at
Pasquerilla  Plaza, Johnstown, Pennsylvania 15901 (collectively, the  "Remaining
Existing   Borrowers"),  and  WASHINGTON  CROWN  CENTER  ASSOCIATES,   L.P.,   a
Pennsylvania  limited  partnership, having  an  address  at  Pasquerilla  Plaza,
Johnstown,  Pennsylvania  15901 (each of the Remaining  Existing  Borrowers  and
Washington  Crown  Center  Associates, L.P., a  "Borrower"  and,  together,  the
"Borrowers"),  and  each  of the lenders that is a signatory  hereto  identified
under  the caption "LENDERS" on the signature pages hereof and each lender  that
becomes   a   "Lender"  after  the  date  hereof  pursuant  to   Section   11.19
(individually,  a  "Lender"  and,  collectively,  the  "Lenders");  and  GENERAL
ELECTRIC  CAPITAL  CORPORATION, a New York corporation, as administrative  agent
for  the  Lenders  (in  such  capacity, together with  its  successors  in  such
capacity, the "Administrative Agent").

     WHEREAS,  the  Remaining  Existing Borrowers,  Crown  American  Acquisition
Associates  VI,  L.P.,  a  Pennsylvania  limited  partnership,  Crown   American
Acquisition  Associates  VII, L.P., a Pennsylvania  limited  partnership,  Crown
American  Acquisition Associates VIII, L.P., a Pennsylvania limited partnership,
Crown   American  Acquisition  Associates  IX,  L.P.,  a  Pennsylvania   limited
partnership,  and Crown American Acquisition Associates X, L.P., a  Pennsylvania
limited  partnership  (collectively,  the "Previous  Existing  Borrowers")  (the
Remaining  Existing Borrowers and the Previous Existing Borrowers  being  herein
sometimes  called  the  "Existing  Borrowers",  and  General  Electric   Capital
Corporation,  a New York corporation ("GECC"), entered into that certain  Credit
Agreement  dated  as  of  November 17, 1997, as amended by  that  certain  First
Amendment to Credit Agreement (the "First Amendment"), dated December 12,  1997,
between  the  Existing Borrowers and GECC, as further amended  by  that  certain
Second  Amendment,  dated  May 13, 1998  (the "Second Amendment"),  between  the
Existing  Borrowers and GECC, as further modified and amended  by  that  certain
Amended  and Restated Credit Agreement dated September 8, 1999 between  Existing
Borrowers  and  GECC  (the "Third Amendment"), and as further  amended  by  that
certain  Fourth  Amendment  dated September 29, 2000 (the  "Fourth  Amendment"),
between  the Existing Borrowers and GECC (such original Credit Agreement  as  so
amended  by  the First Amendment, the Second Amendment, the Third Amendment  and
the  Fourth Amendment, being the "Existing Credit Agreement"), pursuant to which
GECC  agreed to lend and the Borrowers agreed to borrow a revolving credit  loan
in   the  amount  of  up  to  One  Hundred  Fifty  Million  and  No/100  Dollars
($150,000,000.00)  (such  revolving  credit  loan,  as  existing  prior  to  the
modifications  effected  by this Agreement, being herein  sometimes  called  the
"Existing  Secured  Credit Line"), all pursuant to and in  accordance  with  the
terms of the Existing Credit Agreement;

     WHEREAS,  the  Borrowers,  the Lenders that  are  parties  hereto  and  the
Administrative  Agent  are  executing this Second Amended  and  Restated  Credit
Agreement  (a) to increase the maximum principal amount of the revolving  credit
loan  to  One Hundred Seventy-Five Million and No/100 Dollars ($175,000,000.00),
(b) to add the Washington Crown Center, located in Washington, Pennsylvania (the
"Washington  Crown Center"), as an Additional Secured Line Property (as  defined
in   the  Existing  Credit  Agreement),  and  to  add  Washington  Crown  Center
Associates,  L.P.,  the  owner of the Washington Crown Center,  as  a  Borrower,
(c)  to  eliminate the Previous Existing Borrowers as Borrowers, and to  release
them  from  any  liability in connection with the Loans  (hereinafter  defined),
(d)  to  modify the funding covenants, (e) to modify the prepayment  provisions,
(f)  to modify the partial release provisions, (g) to substitute the Lenders for
GECC as Lenders thereunder, and to appoint the Administrative Agent as agent for
the   Lenders,  (h)  under  certain  circumstances,  to  provide  financing  for
construction of any expansion of a Secured Line Property (hereinafter  defined),
(i)  to  extend the termination date of the Fourth Amendment, and (ii)  to  make
certain  additional modifications and amendments, as further  described  herein;
and

     WHEREAS,  the  Borrowers,  Lenders and the  Administrative  Agent  wish  to
modify, amend and restate the Existing Credit Agreement to reflect the terms  of
the revised structure, to be effective as of the date of this Agreement.

     NOW,  THEREFORE, in consideration of the mutual promises contained  herein,
and  other good and valuable consideration, the receipt and sufficiency of which
are  hereby  acknowledged, the Borrowers, Lenders and the Administrative  Agent,
intending  to be legally bound, hereby agree that the Existing Credit  Agreement
is hereby amended and restated in its entirety to read as follows:


                                    RECITALS

          The  Borrowers have requested that the Lenders make available  to  the
Borrowers  credit  in the form of a revolving line of credit  in  the  aggregate
principal  amount  at  any one time outstanding not to exceed  $175,000,000,  to
finance  or  refinance  the acquisition of real property by  the  Borrowers,  to
finance the Borrowers' investment in non-Borrower affiliates and subsidiaries of
the  REIT  (hereinafter  defined) and/or the Operating Partnership  (hereinafter
defined) that will acquire and own other properties, for the Borrowers'  general
corporate  purposes, and under certain circumstances, to provide  financing  for
the  construction  of  any expansion of the Improvements  at  any  Secured  Line
Properties.   The  Lenders  are willing to make such  credit  available  to  the
Borrowers,  but only on the terms, and subject to the conditions, set  forth  in
this Agreement.

          The parties hereto hereby agree as follows:

                             SECTION 1.  DEFINITIONS

          1.1   Defined  Terms.  As used in this Agreement, the following  terms
     shall have the following meanings:

          "Additional Costs":  has the meaning assigned in Section 3.6.

          "Additional  Percentage Rent" as used herein shall mean, with  respect
     to  tenants in place and paying rent for less than twelve months  and  only
     for  such tenants that are credit worthy national retailing chains, (a)  if
     such  tenant's  lease requires payment of a base rent with percentage  rent
     above  a  specified  break point, an amount equal  to  50%  of  the  earned
     percentage  rent during any measurement period (without annualizing  same),
     and  (b) if such tenant's lease requires only a payment of percentage rents
     based on a percentage of the gross revenues of such tenant, an amount equal
     to  75%  of the lesser of (i) the actual amount of percentage rent actually
     earned  during the measurement period, (ii) the market rent for such  space
     during  the  measurement period, and (iii) with respect to any  such  lease
     that,  at  some  point  in  time during the lease term  (whether  upon  the
     happening  of an event or otherwise) converts to a lease that provides  for
     payments  of  base rent, the amount of the initial base rent payments  that
     would  have  been earned during the measurement period had  the  base  rent
     provisions been in effect, in each case, without annualizing such amounts.

          "Additional  Secured Line Property":  any real property owned  by  the
     Operating Partnership or by a Borrower that is a Single Purpose Entity upon
     which  the Administrative Agent, for the benefit of the Lenders, is granted
     a  Mortgage  subsequent to the Fifth Modification Date, all  in  accordance
     with the terms of this Agreement.

          "Adjusted  Libor  Rate": for any Interest Period  for  any  Eurodollar
     Loan, a rate per annum (rounded upwards, if necessary, to the nearest 1/100
     of 1%) determined by the Administrative Agent to be equal to the Libor Base
     Rate  for  such Interest Period divided by 1 minus the Reserve  Requirement
     (if any) for such Interest Period.

          "Advance Date":  has the meaning specified in Section 3.5(c).

          "Affiliate":  (a) any corporation in which a Borrower or any  partner,
     shareholder,  director, officer, member, or manager of a Borrower  directly
     or  indirectly  owns  or  controls more  than  ten  percent  (10%)  of  the
     beneficial  interest,  (b)  any  partnership,  joint  venture  or   limited
     liability  company  in  which  a  Borrower  or  any  partner,  shareholder,
     director,  officer, member, or manager of a Borrower is  a  partner,  joint
     venturer  or  member,  (c) any trust in which a Borrower  or  any  partner,
     shareholder,  director,  officer, member or manager  of  a  Borrower  is  a
     trustee  or  beneficiary, (d) any entity of any type which is  directly  or
     indirectly owned or controlled in an amount of ten percent (10%) or greater
     by  Borrower  or  any  partner, shareholder, director, officer,  member  or
     manager  of a Borrower, or (e) any partner, shareholder, director, officer,
     member, manager or employee of a Borrower.

          "Agency  Fee":   the  agency  fee  agreed  to  by  Borrower  and   the
     Administrative Agent pursuant to the Fee Letter.

          "Aggregate  Mechanics  Lien  Indemnities":   shall  mean   the   total
     aggregate indemnity from all Borrowers to the Title Insurer required by the
     Title  Insurer  to  insure  over  mechanics  liens  at  the  Secured   Line
     Properties.

          "Aggregate Property Value":  the sum of the Individual Property Values
     for all Secured Line Properties.

            "Agreement":   this  Credit Agreement, as amended,  supplemented  or
     otherwise modified from time to time.

          "Alternate  Base Rate":  for any day, a rate per annum  equal  to  the
     Federal  Funds  Rate in effect for such day plus twenty-five  basis  points
     (0.25%) plus the Applicable Margin, or such other rate as determined by the
     Administrative  Agent to provide a market rate comparable to  the  Contract
     Rate immediately prior to such unavailability.

          "Alternate Base Rate Loans":  Loans that bear interest at rates  based
     upon the Alternate Base Rate.

          "Applicable  Lending Office":  for each Lender and for  each  Type  of
     Loan,  the  "Lending  Office" of such Lender (or of an  affiliate  of  such
     Lender) designated for such Type of Loan on the respective signature  pages
     hereof  or  such  other office of such Lender (or of an affiliate  of  such
     Lender)  as such Lender may from time to time specify to the Administrative
     Agent and Borrower as the office by which its Loans of such Type are to  be
     made and maintained.

          "Applicable  Margin":   a rate per annum  equal  to  two  hundred
     twenty-five (225) basis points (i.e., 2.25%).

          "Appraisal":  an appraisal of a Secured Line Property prepared by
     an  MAI  appraiser  satisfactory to the  Administrative  Agent,  which
     appraisal  must also (a) satisfy the requirements of Title XI  of  the
     Federal  Institution Reform, Recovery and Enforcement Act of 1989  and
     the  regulations promulgated thereunder (including the appraiser  with
     respect   thereto)  and  (b)  be  otherwise  in  form  and   substance
     satisfactory to the Administrative Agent.

          "Assignment  and  Acceptance" an Assignment and Acceptance,  duly
     executed by the parties thereto, in substantially the form of  Exhibit
     O  hereto  and consented to by the Administrative Agent in  accordance
     with Section  11.19(b) .

          "Assignment of Leases and Rents":  each assignment of leases and rents
     to  be given by a Borrower for the benefit of the Administrative Agent (for
     the benefit of the Lenders), as security for the payment of the Obligations
     and  constituting  a first lien on all of the applicable Borrower's  right,
     title and interest now owned or hereafter acquired in and to all Leases and
     Rents  pertaining to or derived from a Secured Line Property, substantially
     in the form of Exhibit D hereto, and with such modifications thereto as may
     be  necessary or advisable to permit the recording thereof in any  relevant
     jurisdiction,  as  the  same  may  be amended,  supplemented  or  otherwise
     modified from time to time.

          "Basle  Accord":   the  proposals  for  risk-based  capital  framework
     described  by  the Basle Committee on Banking Regulations  and  Supervisory
     Practices  in  its  paper  entitled "International Convergence  of  Capital
     Measurement  and  Capital Standards" dated July 1988, as amended,  modified
     and  supplemented  and  in  effect from time to  time  or  any  replacement
     thereof.

          "Bon-Ton  Option":  means that certain option to purchase  granted  in
     that  certain  First  Amendment to Lease dated as  of  September  30,  1994
     between  Crown  American  Financing Partnership, predecessor  successor-in-
     interest  to  Washington  Crown Center Associates,  L.P.  and  The  Bon-Ton
     Department  Stores,  Inc.,  wherein Crown American  Financing  Partnership,
     granted The Bon-Ton Department Stores, Inc. an option to purchase the  Bon-
     Ton Option Parcel.

          "Bon-Ton  Option Parcel":  means the property subject to  the  Bon-Ton
     Option, as more particularly described on Exhibit I(B) attached hereto.

          "Borrower Affiliate":  a Single Purpose Entity that is a subsidiary or
     affiliate of the REIT or the Operating Partnership.

          "Borrowers":    means,   collectively,   the   REIT,   the   Operating
     Partnership,  and  all  other entities identified as  "Borrowers"  in  this
     Agreement.

          "Borrowing Base":  all Secured Line Properties subject to the lien  of
     a Mortgage at any time.

          "Borrowing Base Deficiency":  as defined in Section 3.3(a).

          "Borrowing Base Restoration Plan":  as defined in Section 3.3(a).

          "Borrowing Date":  any Business Day specified in a Notice of Borrowing
     pursuant  to  Section  2.2  as a date on which the  Borrowers  request  the
     Administrative Agent to make an advance by Lenders hereunder.

          "Bradley Square Mall": that certain shopping mall known as the Bradley
     Square Mall, Cleveland, TN.

          "Business Day":  (a) any day other than a Saturday, a Sunday, or other
     day  on  which commercial banks located in the New York City are authorized
     or required by law to remain closed, and (b) in connection with a borrowing
     of, a payment or prepayment of principal of or interest on, a Conversion of
     or  into, or an Interest Period for, a Eurodollar Loan or a notice  by  the
     Borrowers  with  respect  to  any such borrowing,  payment,  prepayment  or
     Conversion, the term "Business Day" shall also exclude a day on which banks
     are  not  open  for  dealings in Dollar deposits in  the  London  interbank
     market.
          "COC":  a ratio as of the date for which the calculation is being
     made, expressed as a percentage, in which:
               (a)  the numerator is the Underwritten Net Operating Income of
                    the Secured Line Properties; and

               (b)  the denominator is the Principal Balance (assuming that the
                    full amount of the proposed available funds is outstanding)
                    as of such date.

     If  the  COC  is  calculated for the purpose  of  determining  whether
     Borrowers  are entitled to an advance hereunder or for increasing  the
     amount of funds available or for determining whether the Borrowers are
     in  compliance  with the Funding Threshold after the  release  of  any
     Secured  Line Property, the Underwritten Net Operating Income  of  the
     Secured  Line  Properties shall be determined as of the  end  of  each
     calendar quarter (unless the Administrative Agent or the Lenders  have
     exercised  their  right  to re-audit such Underwritten  Net  Operating
     Income pursuant to Section 2.2(e) of this Agreement) and the Principal
     Balance  shall  be determined by assuming that such Principal  Balance
     includes  (i)  the  increase being requested  by  the  Borrowers,  and
     (ii)  the Release Premium for each Secured Line Property that has been
     released from the lien of its Mortgage.

          "Capital  Stock":   any and all shares, interests,  participations  or
     other  equivalents (however designated) of capital stock of a  corporation,
     any  and  all  similar  ownership interests  in  a  Person  (other  than  a
     corporation)  and any and all warrants or options to purchase  any  of  the
     foregoing.

          "Cash Equivalents":  (i) securities with maturities of 90 days or less
     from  the date of acquisition issued or fully guaranteed or insured by  the
     United  States  Government  or  any agency thereof,  (ii)  certificates  of
     deposit with maturities of 90 days or less from the date of acquisition and
     overnight  bank  deposits of the Administrative Agent or of any  commercial
     bank having capital and surplus in excess of $500,000,000, (iii) repurchase
     obligations  of  the  Administrative  Agent  or  of  any  commercial   bank
     satisfying  the  requirements of clause (ii) of this definition,  having  a
     term of not more than seven days with respect to securities issued or fully
     guaranteed  or  insured  by the United States Government,  (iv)  commercial
     paper of a domestic issuer rated at least A-2 or the equivalent thereof  by
     S&P or P-2 or the equivalent thereof by Moody's and in either case maturing
     within 90 days after the day of acquisition, (v) securities with maturities
     of  90 days or less from the date of acquisition issued or fully guaranteed
     by  any  state,  commonwealth or territory of the  United  States,  by  any
     political  subdivision or taxing authority of any such state,  commonwealth
     or  territory or by any foreign government, the securities of which  state,
     commonwealth, territory, political subdivision, taxing authority or foreign
     government  (as  the case may be) are rated at least  A  by  S&P  or  A  by
     Moody's,  (vi) securities with maturities of 90 days or less from the  date
     of   acquisition  backed  by  standby  letters  of  credit  issued  by  the
     Administrative Agent or any commercial bank satisfying the requirements  of
     clause  (ii) of this definition, or (vii) shares of money market mutual  or
     similar   funds   which  invest  exclusively  in  assets   satisfying   the
     requirements of clauses (i) through (vi) of this definition.

          "Cash Flow Support Agreement":  that certain Amended and Restated Cash
     Flow  Support Agreement, dated as of August 17, 1993, made by  and  between
     Crown  Investments  Trust,  the Operating Partnership  and  Crown  American
     Financing Partnership.

          "Code":  the Internal Revenue Code of 1986, as amended, and as it  may
     be  further amended from time to time, any successor statutes thereto,  and
     applicable U.S. Department of Treasury regulations issued pursuant  thereto
     in temporary or final form.

          "Collateral":  all property (real and personal) upon which a Lien  has
     been or is purported or intended to have been granted to the Administrative
     Agent or the Lenders under any Security Document.

          "Commitment":   as to each Lender, the obligation of  such  Lender  to
     make  a  Loan in a principal amount up to but not exceeding the amount  set
     opposite  the  name  of  such  Lender  on  Schedule  3  under  the  caption
     "Commitment" or, in the case of a Person that becomes a Lender pursuant  to
     an  assignment  permitted  under  Section 11.19(b),  as  specified  in  the
     respective  instrument of assignment pursuant to which such  assignment  is
     effected.   The  original aggregate principal amount of the Commitments  is
     $175,000,000.

          "Commitment Letter":  the commitment letter dated September  29,  2000
     pursuant to which GECC agreed to make the Loans to Borrowers upon the terms
     and conditions contained therein.

          "Commitment  Period":  the period from and including the  date  hereof
     to,  but not including, the Termination Date or such earlier date on  which
     the Commitment shall terminate as provided herein.

          "Confidentiality  Agreement":   a  confidentiality  agreement  to   be
     executed  by the Administrative Agent and each Lender in substantially  the
     form attached hereto as Exhibit P.

          "Consolidated  Fixed Charges":  means, with respect to  the  Borrowers
     and  their Subsidiaries, for any fiscal period, the sum of (a) Consolidated
     Interest  Expense,  (b) the aggregate of all required  scheduled  principal
     payments (other than balloon payments due at maturity) of the Borrowers and
     their Subsidiaries with respect to the Indebtedness of any of them for such
     period  determined  on a consolidated basis in accordance  with  GAAP,  and
     shown  on  the  Borrowers'  quarterly financial  statements,  and  (c)  the
     aggregate  of  all scheduled payments on the Borrowers'  or  any  of  their
     Subsidiaries' preferred stock or any other type of preferred equity  issued
     by  such Person (including, without limitation, any preferred distributions
     or dividends issued by the REIT), as applicable.

          "Consolidated  Interest Expense":  means, for any fiscal  period,  the
     total  interest  expense of the Borrowers and their Subsidiaries  for  such
     period   and   shown  on  the  Borrowers'  quarterly  financial  statements
     determined  on  a  consolidated basis in accordance  with  GAAP  (excluding
     amortization  of paid deferred costs, discounts or premiums,  if  any,  and
     including  interest  expense attributable to capital leases  in  accordance
     with  GAAP and all interest payments made by the Borrowers under the  Loans
     based on the Contract Rate).

          "Construction Costs":  hard and soft costs exceeding $3,000,000 in the
     case  of  each  Project  (as  defined in Schedule  5(n)  attached  hereto),
     associated  with  any  new  construction at any Secured  Line  Property  in
     connection  with  any  expansion  of  a  Secured  Line  Property   or   the
     construction  of  a stadium theater (but not costs incurred  in  connection
     with tenant improvements).

          "Construction  Event of Default":  shall have the meaning  given  such
     term in Schedule 5(n) attached hereto.

          "Construction Loan":  any portion of the proceeds of the Loans not  to
     exceed  $10,000,000  (or  such higher amount as  may  be  approved  by  the
     Majority  Lenders) with respect to any individual Secured Line Property  at
     any time, to be used to pay for Construction Costs.

          "Construction  Loan Requirements":  the requirements for  advances  of
     Construction Loan proceeds set forth on Schedule 5(n).

          "Continue" "Continuation" and "Continued":  the continuation pursuant
     to Section 3.1 of a Eurodollar Loan from one Interest Period to the next
     Interest Period for such Loan.

          "Contract Rate":  a rate per annum equal to the Applicable Margin plus
     the   Adjusted  LIBOR  Rate  applicable  to  such  Interest  Period.   Each
     determination  of  the  Contract Rate applicable to a  particular  Interest
     Period  shall  be made by the Administrative Agent and shall be  conclusive
     and binding upon the Borrowers absent manifest error.

          "Contractual  Obligation":  as to any Person,  any  provision  of  any
     security  issued  by such Person or of any agreement, instrument  or  other
     undertaking to which such Person is a party or by which it or  any  of  its
     property is bound.

          "Control":   with  respect  to any Person, the  power  to  direct  the
     management  and  policies of such Person, directly or  indirectly,  whether
     through the ownership of voting securities or other beneficial interest  or
     by contract or otherwise.

          "Convert" "Conversion" and "Converted":  a conversion pursuant to  the
     terms  of  this Agreement of one Type of Loans into another Type of  Loans,
     which  may  be  accompanied  by the transfer  by  a  Lender  (at  its  sole
     discretion) of a Loan from one Applicable Lending Office to another.

          "Debt  Service  Coverage  Ratio": means  the  ratio,  expressed  as  a
     percentage,  as  of the date for which the calculation is  being  made,  of
     (a)  the  Underwritten Net Operating Income of the Secured Line Properties,
     to  (b)  the  aggregate interest to be due under the Loans for such  period
     (assuming  that  the full amount of the proposed available funds  had  been
     outstanding, and calculated at the interest rate in effect at the  time  of
     calculation).   If  the Debt Service Coverage Ratio is calculated  for  the
     purpose  of determining whether Borrowers are entitled to an advance  under
     the  Loans or for increasing the amount of funds available under the  Loans
     or for determining whether the Borrowers are in compliance with the Funding
     Threshold  after the release of any Secured Line Property, the Underwritten
     Net Operating Income of the Secured Line Properties shall be determined  as
     of the end of each calendar quarter (unless the Administrative Agent or the
     Lenders  have  exercised  their  right to re-audit  such  Underwritten  Net
     Operating  Income  pursuant to Section 2.2(e) of this  Agreement)  and  the
     aggregate interest due under the Loans shall be determined by assuming  the
     that  outstanding principal balance of the Loans include (i)  the  increase
     being requested by Borrowers, and (ii) the Release Premium for each Secured
     Line  Property  that has been released from the lien of its Mortgage.   The
     Debt  Service  Coverage Ratio shall be as determined by the  Administrative
     Agent based upon the most recent reports required to have been submitted by
     Borrowers under Section 7.1 (or, if no such reports have been so submitted,
     such  other information as the Administrative Agent shall determine in  its
     sole discretion), which determination shall be conclusive in the absence of
     manifest error.

          "Default":  any of the events specified in Section 9, whether  or  not
     any  requirement for the giving of notice, the lapse of time, or  both,  or
     any other condition, has been satisfied.

          "Default  Rate":   the  lesser of (a) the  maximum  rate  of  interest
     allowed by applicable law, and (b) five percent (5%) per annum in excess of
     the Federal Funds Rate.

          "Dollars" and "$":  dollars in lawful currency of the United States of
     America.

          "EBITDA":   with respect to the REIT and its consolidated subsidiaries
     for  any  period,  income  (loss)  before minority  interest  in  Operation
     Partnership  of the REIT and its consolidated subsidiaries for such  period
     plus,  to  the  extent deducted in computing income (loss) before  minority
     interest  in  Operating  Partnership,  interest,  taxes,  depreciation  and
     amortization  expense,  all  as determined on  a  consolidated  basis  with
     respect  to  the REIT and its consolidated subsidiaries in accordance  with
     GAAP;  provided, however, EBITDA shall exclude earnings or losses resulting
     from  (i)  cumulative  changes in accounting practices,  (ii)  discontinued
     operations,  (iii)  extraordinary items, (iv)  net  income  of  any  entity
     acquired in a pooling of interest transaction for the period prior  to  the
     acquisition, (v) net income of any consolidated subsidiary of the REIT that
     is  unavailable  to the REIT, (vi) net income not readily convertible  into
     Dollars or remittable to the United States, (vii) gains and losses from the
     sale  of  assets or changes in the carrying value of long-lived  assets  as
     required  under GAAP (other than out-parcel sales), and (viii)  net  income
     from  corporations,  partnerships, associations, joint  ventures  or  other
     entities in which the REIT or any consolidated subsidiaries have a minority
     interest  and  in which neither the REIT nor its consolidated  subsidiaries
     has Control, except to the extent actually received.

          "Environmental Laws":  as defined in Section 8.1(a) hereof.

          "ERISA":   the  Employee Retirement Income Security Act  of  1974,  as
     amended from time to time.

          "Eurodollar Loans":  Loans that bear interest at rates based on  rates
     referred to in the definition of "LIBOR Base Rate".

          "Event  of  Default":   any  of the events  specified  in  Section  9;
     provided that any requirement for the giving of notice, the lapse of  time,
     or both, or any other condition, has been satisfied.

          "Existing Mortgage": the mortgage, deed of trust, deed to secure debt,
     or  similar instrument covering each Secured Line Property, other than  the
     Washington Crown Center, immediately prior to the Fifth Modification Date.

          "Existing Secured Credit Line": the Loans as they existed prior to the
     Fifth Modification Date.

          "Exit  Fee":   0.5% multiplied by the greater of (a) $135,000,000,  or
     (b)  the  amount by which the highest Principal Balance under the Loans  at
     any time has exceeded $135,000,000.

          "Extension Fee": a fee in the amount of $612,500 paid by the Borrowers
     in consideration of GECC's extending the Commitment through the Termination
     Date.

          "Federal  Funds  Rate":   for any day, the  rate  per  annum  (rounded
     upwards,  if  necessary, to the nearest 1/100 of 1%) equal to the  weighted
     average  of the rates on overnight Federal funds transactions with  members
     of  the  Federal Reserve System arranged by Federal funds brokers  on  such
     day,  as  published by the Federal Reserve Bank of New York on the Business
     Day  next succeeding such day, provided that (a) if the day for which  such
     rate is to be determined is not a Business Day, the Federal Funds Rate  for
     such  day  shall  be such rate on such transactions on the  next  preceding
     Business Day as so published on the next succeeding Business Day and (b) if
     such  rate is not so published for any Business Day, the Federal Funds Rate
     for  such  Business Day shall be the average rate charged to Bankers  Trust
     Company  on  such  Business Day on such transactions as determined  by  the
     Administrative  Agent, or such other commercial bank  as  selected  by  the
     Administrative Agent.

          "Fee  Letter":   the letter agreement, dated the date hereof,  between
     Borrowers and the Administrative Agent with respect to certain fees payable
     by  Borrower  in connection with the Loans, as the same may be modified  or
     amended from time to time.

          "Fifth  Modification":  collectively, the modifications and amendments
     to the Existing Secured Credit Line made pursuant to this Agreement.

          "Fifth Modification Date":  the date of this Agreement.

          "Financing  Lease":   any lease of property,  real  or  personal,  the
     obligations  of the lessee in respect of which are required  in  accordance
     with GAAP to be capitalized on a balance sheet of the lessee.

          "Financing Statements":  Uniform Commercial Code Financing Statements,
     in  form and content acceptable to the Administrative Agent in its sole and
     absolute discretion.

          "Fixed Charge Coverage Ratio":  means, as of the date of any
     calculation, the ratio of (a) consolidated EBITDA to (b) Consolidated Fixed
     Charges for the corresponding period.

          "Funding  Threshold": means at any time the maximum  principal  amount
     that:  (a) will not cause the Principal Balance to exceed the Maximum  Loan
     Amount, (b) results in a Debt Service Coverage Ratio equal to at least  the
     Minimum  Debt Service Coverage Ratio Requirement, (c) results in a Loan-to-
     Value Ratio not in excess of the Maximum Loan-to-Value Ratio, (d) satisfies
     the applicable Minimum COC Requirements, and (e) if a Construction Loan  is
     outstanding  or  an  Initial  Construction  Loan  Advance  (as  defined  in
     Schedule   5(n))   is  being  requested,  satisfies  the  requirements   of
     Section 2.1(c) of Schedule 5(n).

          "GAAP":  generally accepted accounting principles in the United States
     of America in effect from time to time.

          "GECC":  General Electric Capital Corporation.

          "Governing  Documents":  as to any Person, its articles or certificate
     of incorporation and by-laws, its partnership agreement, its certificate of
     formation  and  operating  agreement, and/or the  other  organizational  or
     governing documents of such Person.

          "Governmental  Authority":  any nation or  government,  any  state  or
     other  political  subdivision thereof and any entity exercising  executive,
     legislative,  judicial,  regulatory  or  administrative  functions  of   or
     pertaining  to government having jurisdiction over any Borrower and/or  the
     Secured Line Properties.

          "Ground  Lease":  that certain Lease Agreement, dated  May  31,  1966,
     between  Ground  Lessor, as ground lessor, and Original Ground  Lessee,  as
     ground  lessee,  a  notice and memorandum of which was recorded  in  Mercer
     County,  Pennsylvania in A.R. 297 of 1966; as amended by  Lease  Amendment,
     dated  May  15, 1967, between Ground Lessor and Original Ground Lessee  and
     recorded in Mercer County, Pennsylvania in A.R. 280 of 1968; as amended  by
     letter,  dated September 16, 1977 pursuant to which Original Ground  Lessee
     exercised three (3) renewal options of five (5) years each; as assigned  by
     Original  Ground Lessee to Pasquerilla Partnership, a Pennsylvania  general
     partnership, by Assignment of Lease, dated January 31, 1991 and recorded in
     Mercer  County,  Pennsylvania at 91 DR 4878; and  as  further  assigned  by
     Pasquerilla  Partnership  to the Operating Partnership  by  Assignment  and
     Assumption Agreement, dated August 17, 1993, and recorded in Mercer County,
     Pennsylvania at 93 DR 11293.

          "Ground Lessor":  George F. McConnell, Eleanor G. McConnell, G. Thomas
     McConnell,  Charlene McConnell, William G. McConnell, Eugenia F. McConnell,
     Mary  Eleanor Milheim, Irvine G. Milheim, Jr., Martha Sue McConnell  Beezer
     and  Gene  Beezer,  as  individuals, together  with  their  successors  and
     assigns.

          "Guarantee Obligation":  as to any Person (the "guaranteeing person"),
     any  obligation  of  (a)  the guaranteeing person  or  (b)  another  Person
     (including,  without limitation, any bank under any letter  of  credit)  to
     induce  the  creation  of  which  the  guaranteeing  person  has  issued  a
     reimbursement,  counterindemnity  or similar  obligation,  in  either  case
     guaranteeing or in effect guaranteeing any Indebtedness, leases,  dividends
     or  other obligations (the "primary obligations") of any other third Person
     (the  "primary  obligor")  in any manner, whether directly  or  indirectly,
     including,  without limitation, any obligation of the guaranteeing  person,
     whether  or not contingent, (i) to purchase any such primary obligation  or
     any  property  constituting direct or indirect security therefor,  (ii)  to
     advance or supply funds (1) for the purchase or payment of any such primary
     obligation  or  (2) to maintain working capital or equity  capital  of  the
     primary obligor or otherwise to maintain the net worth or solvency  of  the
     primary  obligor,  (iii)  to  purchase  property,  securities  or  services
     primarily  for  the  purpose  of assuring the owner  of  any  such  primary
     obligation  of the ability of the primary obligor to make payment  of  such
     primary  obligation or (iv) otherwise to assure or hold harmless the  owner
     of  any  such primary obligation against loss in respect thereof; provided,
     however,  that the term Guarantee Obligation shall not include endorsements
     of  instruments  for  deposit  or collection  in  the  ordinary  course  of
     business.  The terms "Guarantee" and "Guaranteed" used as a verb shall have
     a correlative meaning.

          "Hazardous Materials":  as defined in Section 8.1(b) hereof.

          "Hazardous  Materials Indemnity Agreement":  that certain Amended  and
     Restated Hazardous Materials Indemnity Agreement of even date herewith made
     by  the  Borrowers  and  the  GECC, and all  modifications  and  amendments
     thereto.

          "Indebtedness":  means, for any Person, without duplication:  (a) all
     indebtedness of such Person for borrowed money, for amounts drawn under a
     letter of credit, or for the deferred purchase price of property for which
     such Person or its assets is liable (excluding current trade payables
     incurred in the ordinary course of business) and excluding leased assets
     accounted for as operating leases, (b) all unfunded amounts under a letter
     of credit for which such Person would be liable, if such amounts were drawn
     under the letter of credit, (c) all amounts required to be paid by such
     Person as a guaranteed payment to partners, members (or other equity
     holders) or a preferred or special dividend, including any mandatory
     redemption of shares or interests, (d) all indebtedness guaranteed by such
     Person, directly or indirectly, (e) all obligations under leases that
     constitute capital leases for which such Person is liable, (f) all
     obligations of such Person under interest rate swaps, caps, floors, collars
     and other interest hedge agreements, in each case whether such Person is
     liable contingently or otherwise, as obligor, guarantor or otherwise, or in
     respect of which obligations such Person otherwise assures a creditor
     against loss, (g) all obligations of such Person evidenced by bonds,
     debentures, notes or similar instruments, (h) all obligations of such
     Person upon which interest charges are customarily paid, (i) all
     obligations of such Person under conditional sale or other title retention
     agreements relating to property acquired by such Person, (j) all
     Indebtedness of others secured by (or for which the holder of such
     Indebtedness has an existing right, contingent or otherwise, to be secured
     by) any Lien on property owned or acquired by such Person, whether or not
     the Indebtedness secured thereby has been assumed, (k) all obligations,
     contingent or otherwise, of such Person in respect of bankers' acceptances.
     The Indebtedness of any Person shall include the Indebtedness of any other
     entity (including any partnership in which such Person is a general
     partner) to the extent such Person is liable therefor as a result of such
     Person's ownership interest in or other relationship with such entity,
     except to the extent the terms of such Indebtedness provide that such
     Person is not liable therefor.

            "Individual  Property  Value":  with respect  to  any  Secured  Line
     Property existing on the date of this Agreement, the value of such  Secured
     Line  Property, determined in accordance with the provisions set  forth  on
     Exhibit K attached hereto and, with respect to each Additional Secured Line
     Property,  the  value  for such Property determined by  the  Administrative
     Agent in a similar manner in its sole discretion.

          "In-Line  Space": the gross leasable area at a Secured  Line  Property
     occupied  or  to  be  occupied by tenants other  than  anchor  and  theater
     tenants.

          "Insurance Policies" or "Policies":  as defined in Exhibit A.

          "Insurance Premiums":  as defined in Exhibit A.

          "Interest Period":  for any Eurodollar Loan, each period commencing on
the  date such Eurodollar Loan is made or Converted from a Loan of another  Type
or  (in the event of a Continuation) the last day of the next preceding Interest
Period  for  such Loan, and ending on the numerically corresponding day  in  the
next  calendar month; provided, that (a) if any Interest Period would end  on  a
day  other  than a Business Day, such Interest Period shall be extended  to  the
next succeeding Business Day unless such next succeeding Business Day would fall
in  the next calendar month, in which case such Interest Period shall end on the
next  preceding Business Day, (b) any Interest Period that commences on the last
Business  Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall  end
on the last Business Day of the last calendar month of such Interest Period, and
(c)  if any Interest Period would otherwise end after the Termination Date, such
Loan  shall not be Continued as, or Converted into, a Eurodollar Loan and  shall
bear interest at the Alternate Base Rate.  In no event may the Borrowers, in the
aggregate,  have  more than one Interest Period in respect of  Eurodollar  Loans
from all Lenders outstanding at any one time and to the extent any Loan does not
qualify for such Interest Period, such Loan shall bear interest at the Alternate
Base  Rate.  For purposes hereof, the date of a Loan initially shall be the date
on  which  such Loan is made and thereafter shall be the effective date  of  the
most recent conversion or continuation of such Loan.

          "Interest Rate": the rate of interest payable from time to time on the
Principal  Balance, as determined in accordance with the terms of this Agreement
and the Notes.

          "Jacksonville  Mall":  that  certain  shopping  mall  known   as   the
     Jacksonville Mall, Jacksonville, North Carolina.

          "Leases":   all leases, licenses and other agreements now or hereafter
     entered  into  and  affecting or relating to the use or  occupancy  of  the
     Secured Line Properties.

          "LIBOR  Base Rate":  for any Interest Period for any Eurodollar  Loan,
     the  rate  per  annum  appearing on Page 3750  of  the  Dow  Jones  Markets
     (Telerate) Service (or on any successor or substitute page of such Service,
     or  any  successor  to  or  substitute for  such  Service,  providing  rate
     quotations  comparable to those currently provided on  such  page  of  such
     Service,  as determined by the Administrative Agent from time to  time  for
     purposes  of  providing quotations of interest rates applicable  to  Dollar
     deposits in the London interbank market) at approximately 11:00 a.m. London
     time  on the date two Business Days prior to the first day of such Interest
     Period  as  the  rate  for the offering of Dollar deposits  having  a  term
     comparable  to  such Interest Period, provided that if such rate  does  not
     appear  on such page, or if such page shall cease to be publicly available,
     or if the information contained on such page, in the reasonable judgment of
     the Administrative Agent shall cease accurately to reflect the rate offered
     by leading banks in the London interbank market as reported by any publicly
     available  source  of  similar market data selected by  the  Administrative
     Agent,  the  LIBOR Base Rate for such Interest Period shall  be  determined
     from  such  substitute  financial reporting service as  the  Administrative
     Agent in its discretion shall determine.

          "Lien":   any  mortgage,  pledge, hypothecation,  assignment,  deposit
     arrangement,  encumbrance,  lien (statutory  or  other),  charge  or  other
     security  interest (other than mechanics liens that are bonded or  released
     within ninety (90) days after their occurrence) or any preference, priority
     or  other  security agreement or preferential arrangement of  any  kind  or
     nature  whatsoever (including, without limitation, any conditional sale  or
     other   title   retention   agreement  and  any  Financing   Lease   having
     substantially  the same economic effect as any of the foregoing),  and  the
     filing  of  any  financing statement under the Uniform Commercial  Code  or
     comparable law of any jurisdiction in respect of any of the foregoing.

          "Loans":   the loans to be made by the Lenders to the Borrowers  under
     this  Agreement  and  all other amounts evidenced or secured  by  the  Loan
     Documents,  in  the aggregate principal amount at any one time  outstanding
     not to exceed the Maximum  Loan Amount.

          "Loan  Documents": this Agreement, the Notes, the Security  Documents,
     the Hazardous Materials Indemnity Agreement, the Reserve Agreement, and all
     other documents executed or to be executed in connection with the Loans and
     all  amendments, modifications, renewals, substitutions or replacements  of
     any of the foregoing.

          "Loan-to-Value Ratio":  as of the date such calculation is being made,
     the  ratio of the Principal Balance to the Aggregate Property Value of  the
     Secured Line Properties.  If the Loan-to-Value Ratio is calculated for  the
     purpose  of  determining whether the Borrowers are entitled to  an  advance
     under  the Loans or for increasing the amount of funds available under  the
     Loans  or for determining whether the Borrowers are in compliance with  the
     Funding  Threshold  after  the release of any Secured  Line  Property,  the
     Principal  Balance  shall  be determined by assuming  that  such  Principal
     Balance  includes  (a) the increase being requested by the  Borrowers,  and
     (b)  the  Release  Premium for each Secured Line  Property  that  has  been
     released from the lien of its Mortgage.

          "Lockout Period":  the period beginning on the Fifth Modification Date
     and  ending  on the earlier of (a) September 29, 2002, or (b) any  date  on
     which  either Valley Mall or Jacksonville Mall previously has been released
     from  the  lien of its Mortgage and the other of such two (2) Secured  Line
     Properties becomes the subject of a bona fide arms-length contract of  sale
     with an unrelated third party.

          "Major Lease(s)"  with respect to each Secured Line Property, (a)  any
     lease for a stadium theater, and (b) any lease that is for greater than  or
     equal to ten thousand (10,000) square feet of gross leaseable area of  such
     Secured  Line Property, or greater than or equal to ten (10%) of the  total
     gross  rental revenues of such Secured Line Property, and having an initial
     term of not less than three (3) years.

          "Majority  Lenders":  Lenders holding at least 51%  of  the  aggregate
     outstanding  principal amount of the Loans or, if no Loans are outstanding,
     at least 51% of the Commitments.

          "Material  Adverse  Effect":  a material adverse  effect  on  (a)  the
     business,  operations,  property, condition  (financial  or  otherwise)  or
     prospects  of  the Borrowers and their Subsidiaries taken  as  a  whole  or
     (b)  the  validity  or  enforceability of this or any  of  the  other  Loan
     Documents  or the rights or remedies of the Lender hereunder or  thereunder
     (subject   to   (i)   applicable  bankruptcy,  insolvency,  reorganization,
     moratorium  and  other  similar  laws affecting  the  rights  of  creditors
     generally, and (ii) the exercise of judicial discretion in accordance  with
     general principles of equity).

          "Maximum Loan Amount": $175,000,000 minus (a) the following amounts in
     the  event of any sale of any Secured Line Property and release of any such
     Secured Line Property from the lien of its Mortgage: (i) in the event  that
     either Valley Mall or Jacksonville Mall is sold and released from the  lien
     of its Mortgage, 120% of the Individual Property Value of such Secured Line
     Property,  as  applicable, (ii) in the event that either  Washington  Crown
     Center  or Mt. Berry Square Mall is sold and released from the lien of  its
     Mortgage,  110%  of  the Individual Property Value  of  such  Secured  Line
     Property, as applicable, (iii) in the Event that the Bon-Ton Option  Parcel
     is  transferred  pursuant  to  the Bon-Ton Option  and  released  from  its
     Mortgage,  all net proceeds received pursuant to the terms of  the  Bon-Ton
     Option,  and (iv) in the event that either Bradley Square Mall or  Shenango
     Valley Mall is sold and released from the lien of its Mortgage, 100% of the
     Individual  Property  Value of such Secured Line Property,  as  applicable,
     plus  (b)  the  Individual Property Value of each Additional  Secured  Line
     Property  upon  its addition to the Borrowing Base, minus (c)  the  Release
     Premium for each Additional Secured Line Property released from the lien of
     its Mortgage.

          "Maximum  Loan-to-Value  Ratio:  a Loan-to-Value  Ratio  equal  to  no
     greater than 75%.

          "May  Option" shall mean (a) with respect to Valley Mall, that certain
     option  to purchase granted in that certain Lease and Contract to  Purchase
     Real  Estate  to be entered into by and between Crown American  Acquisition
     Associates  I,  L.P. and The May Department Stores Company,  wherein  Crown
     American  Acquisition Associates I, L.P. granted The May Department  Stores
     Company  an  option to purchase a certain parcel of real property  as  more
     particularly described and shown on Exhibit J attached hereto and (b)  with
     respect to Washington Crown Center, that certain option to purchase granted
     in  that  certain Lease Purchase Agreement by and between Washington  Crown
     Center  Associates,  L.P.  and The May Department Stores  Company,  wherein
     Washington Crown Center Associates, L.P. granted The May Department  Stores
     Company  an  option to purchase a certain parcel of real property  as  more
     particularly  described and shown on Exhibit  I(A) and Exhibit  M  attached
     hereto.

          "Mechanics Lien Indemnification Limit" shall mean $750,000.

          "Minimum COC Requirements": (a) for the period beginning on the  Fifth
     Modification  Date and ending November 1, 2003, a COC equal to  or  greater
     than 13.5%, and (b) for the period beginning on November 2, 2003 and ending
     on the Termination Date, a COC equal to or greater than 14.0%.

          "Minimum Debt Service Coverage Ratio Requirement": 1.30 to 1.0.

          "Moody's":  Moody's Investor Service, Inc.

          "Mortgage  Amendments":  the amendments of even date herewith  to  all
     Existing  Mortgages to increase the maximum principal amount of  the  Loans
     secured thereby and to reflect certain other modifications made pursuant to
     this Agreement.

          "Mortgage":  each Existing Mortgage, as modified and  amended  by  the
     Mortgage Amendments, and each mortgage, deed of trust, deed to secure debt,
     or   similar  instrument  providing  for  the  granting  in  favor  of  the
     Administrative  Agent (on behalf of the Lenders) of a  first  Lien  on  any
     Secured  Line Property, substantially in the form of Exhibit C hereto,  and
     with  such modifications thereto as may be necessary or advisable to permit
     the  recording  thereof in any relevant jurisdiction, as the  same  may  be
     amended, supplemented or otherwise modified from time to time.

          "Mt.  Berry Square Mall": that certain shopping mall known as the  Mt.
     Berry Square Mall, Rome, Georgia.

          "Net  Cash  Flow":  with respect to any property for any  period,  Net
     Cash  Flow shall be Net Operating Income less (a) all replacement  reserves
     required to be paid for such period by the Borrowers pursuant to the  terms
     of  this Agreement and (b) tenant improvement costs and leasing commissions
     actually paid by the Borrowers for such period.

          "Net Operating Income":  with respect to any Secured Line Property for
     any  period, all revenues of such  Property for such period, including  all
     base,  storage  and  percentage  rents, all  escalation  charges,  overage,
     temporary  tenant  income, promotional rent, seasonal  rental  income,  net
     utility revenues and all miscellaneous tenant charges, reimbursements  (but
     specifically   excluding   (a)  proceeds  from   dispositions   of   assets
     constituting any part of such Secured Line Property, and (b) Rents paid  by
     any  anchor or theater tenant at such Secured Line Property which has "gone
     dark",  and  (c) any revenue received on account of reimbursable management
     fees)  less  any  and  all  costs and expenses  of  a  non-capital  nature,
     including but not limited to operating expenses, maintenance, taxes, ground
     rents,   management  fees  in  an  amount  equal  to   3.5%   of   revenue,
     administrative,  promotional, marketing, legal  and  accounting  costs  and
     expenses,  incurred  in  connection with the Secured  Line  Properties  (as
     adjusted by such pro forma additions and deductions as shall be approved by
     the  Administrative Agent to reflect such Secured Line Property on a stand-
     alone basis).  For purposes of this definition, revenues and expenses  will
     be accounted for using the accrual method in accordance with GAAP, adjusted
     for  the  following:  (i) revenues shall exclude all  non-cash  free  rent,
     tenant  improvements, abatements, (ii) revenues shall be  reduced  for  bad
     debt/ uncollectible accounts receivables by the greater of  (A) 1%, and (B)
     actual  experience  for the prior 12 months, (iii) revenues  shall  exclude
     amortization  of  operating covenant payments previously  made  to  tenants
     (which  amortization  the  Borrowers currently record  as  a  reduction  to
     revenues),  and  (iv) expenses shall exclude (i) all interest  expense  and
     interest  income  related to the Loans, and (ii) non-cash amortization  and
     depreciation  of  capitalized  real  estate,  tenant  allowances,   leasing
     commissions, equipment, and capitalized repairs or replacements.

          "Notes":  means the promissory notes dated the Fifth Modification Date
     made  by the Borrowers as provided for in Section 2.1(d) and all promissory
     notes  delivered in substitution or exchange therefor, in each case as  the
     same  may be consolidated, replaced, severed, modified, amended or extended
     from time to time.

          "Notice of Borrowing":  as defined in Section 2.2 hereof.

          "Obligations":    the  unpaid  principal  amount  of,   and   interest
     (including, without limitation, interest accruing after the maturity of the
     Loans and interest accruing after the filing of any petition in bankruptcy,
     or  the  commencement of any insolvency, reorganization or like proceeding,
     relating to the Borrowers, whether or not a claim for post-filing or  post-
     petition  interest  is allowed in such proceeding) on the  Loans,  and  all
     other  obligations  and liabilities of the Borrowers to the  Administrative
     Agent  and/or  the  Lenders,  whether  direct  or  indirect,  absolute   or
     contingent,  due  or to become due, or now existing or hereafter  incurred,
     which may arise under, or out of or in connection with this Agreement,  the
     Notes,  the Security Documents and any other Loan Documents and  any  other
     document  made,  delivered or given in connection  therewith  or  herewith,
     whether on account of principal, interest, reimbursement obligations, fees,
     indemnities, costs, expenses (including, without limitation, all reasonable
     fees  and  disbursements of counsel to the Administrative Agent and/or  the
     Lenders that are required to be paid by the Borrowers pursuant to the terms
     of the Loan Documents) or otherwise.

          "Occupancy Cost Percentage":  for any twelve month period the ratio of
     the  sum of minimum rent, percentage rent, common area charges, real estate
     tax  charges,  and all other amounts (other than utility charges)  paid  or
     payable  by  a  tenant under its Lease with respect to  such  twelve  month
     period,  divided by the tenant's total sales, exclusive of sales  taxes  or
     similar taxes, for such twelve month period.

          "Operating Partnership":  Crown American Properties, L.P., a  Delaware
     limited partnership, together with its successors and assigns.

          "Option  Parcel":   collectively (a) with respect  to  the  Washington
     Crown Center, covering the real property subject to the May Option, as more
     particularly  described on Exhibit  I(A) attached hereto  and  the  Bon-Ton
     Option  Parcel;  and  (b) with respect to Valley Mall,  the  real  property
     subject  to  the May Option, as more particularly described on  Exhibit   J
     attached hereto.

          "Original  Ground Lessee":  Crown Construction Company, now  known  as
     Crown American Associates, a Pennsylvania business trust.

          "Other Taxes":  as defined in Section 3.7(b).

          "Out-Parcels":   those  certain  parcels  of  real  property  (or  the
     remaining  portions  thereof  owned  by  any  Borrower  as  of  the   Fifth
     Modification  Date) located upon or adjacent to (a) the  Mt.  Berry  Square
     Mall,  as  more  particularly delineated on the survey attached  hereto  as
     Exhibit  F,  (b)  the Valley Mall, as more particularly delineated  on  the
     survey  attached hereto as Exhibit G, (c) the Jacksonville Mall located  in
     Jacksonville, North Carolina, as more particularly delineated as the  "Out-
     Parcel"  on  the  survey attached hereto as Exhibit H, and  (d)  Washington
     Crown  Center, as more particularly delineated as the "Out-Parcel"  on  the
     survey attached hereto as Exhibit I(c).

          "Participant":  has the meaning assigned in Section 11.19(c).

          "Partnership":   any  general or limited partnership,  joint  venture,
     corporation, limited liability company or limited liability partnership  in
     which  the Borrowers or any Subsidiary has an ownership interest, but which
     does not constitute a Subsidiary of the Borrowers.

          "Payment Date":  has the meaning assigned in Section 3.1(b).

          "Payor":  has the meaning assigned in Section 3.5(c).

          "Permitted    Encumbrances":   the   outstanding   Liens,   easements,
     restrictions, security interests and other exceptions to title set forth in
     the policy of title insurance insuring the lien of the Mortgage encumbering
     the  applicable Secured Line Property, together with the Liens and security
     interests in favor of Lender created by the Loan Documents.

          "Person":   an individual, partnership, corporation, limited liability
     company,   business  trust,  joint  stock  company,  trust,  unincorporated
     association,  joint  venture, Governmental Authority  or  other  entity  of
     whatever nature.

          "Potential  Default":      the occurrence of any  event  or  condition
     which,  with  the  giving of notice, the passage of time,  or  both,  would
     constitute an Event of Default.

          "Principal Balance":  the outstanding principal balance of  the  Loans
     from  time to time (after taking into account any requested advance, if  so
     required hereby).

          "Proposed Lender":  has the meaning assigned in Section 3.6(g).

          "Regulation D":  Regulation D of the Board of Governors of the Federal
     Reserve System of the United States of America (or any successor),  as  the
     same may be modified and supplemented and in effect from time to time.

          "Regulatory Change":  with respect to any Lender, any change after the
     date  hereof  in  Federal, state or foreign law or regulations  (including,
     without limitation, Regulation D) or the adoption or making after such date
     of  any  interpretation, directive or request applying to a class of  banks
     including  such  Lender of or under any Federal, state or  foreign  law  or
     regulations  (whether or not having the force of law  and  whether  or  not
     failure to comply therewith would be unlawful) by any court or governmental
     or  monetary  authority charged with the interpretation  or  administration
     thereof.

          "REIT":   Crown American Realty Trust, a real estate investment  trust
     organized  and  existing under the laws of the State of Maryland,  together
     with its successors and assigns.

          "Release Premium":  means the amount (if any) in excess of 75% of  the
     Individual  Property  Value  of any Secured Line  Property,  by  which  the
     Maximum  Loan  Amount  is required to be reduced in  the  event  that  such
     Secured Line Property is released from the lien of its Mortgage.

          "Rents":   all  rents,  royalties, issues,  profits,  rent  equivalent
     income,  security  deposits, insurance proceeds,  tax  refunds,  any  other
     revenues,  income  benefits or proceeds of any nature whatsoever  generated
     by, arising from or otherwise relating to the Secured Line Properties.

          "Requesting Lender":  has the meaning assigned in Section 3.6(g).

          "Required Payment":  has the meaning assigned in Section 3.5(c).

          "Requirement   of  Law":   as  to  any  Person,  the  certificate   of
     incorporation and by-laws or other organizational or Governing Documents of
     such Person, and any law, treaty, rule or regulation or determination of an
     arbitrator  or  a  court  or other Governmental  Authority,  in  each  case
     applicable  to  or binding upon such Person or any of its  property  or  to
     which such Person or any of its property is subject.

          "Reserve  Agreement": that certain Amended and Restated Loan  Reserves
     and  Security Agreement of even date herewith between the Borrowers and the
     Administrative Agent (on behalf of Lenders), and any and all supplements or
     amendments  thereto  made  in connection with the  addition  of  Additional
     Secured Line Property to the Borrowing Base.

          "Reserve  Requirement":  for any Interest Period  for  any  Eurodollar
     Loan,  the  average  maximum  rate at which  reserves  (including,  without
     limitation, any marginal, supplemental or emergency reserves) are  required
     to  be  maintained during such Interest Period under Regulation D by member
     banks  of  the  Federal  Reserve System in  New  York  City  with  deposits
     exceeding  $1,000,000,000 against "Eurocurrency liabilities" (as such  term
     is  used  in  Regulation D).  Without limiting the effect of the foregoing,
     the  Reserve  Requirement shall include any other reserves required  to  be
     maintained  by  such member banks by reason of any Regulatory  Change  with
     respect  to  (i)  any  category of liabilities that  includes  deposits  by
     reference to which the Eurodollar Base Rate for any Interest Period for any
     Eurodollar  Loans  is  to be determined as provided in  the  definition  of
     "Libor  Base  Rate" or (ii) any category of extensions of credit  or  other
     assets that includes Eurodollar Loans.

          "Reserves":  as defined in Section 3.7.

          "Responsible  Officer":   the chief executive  officer,  president  or
     general  partner of a Borrower or, with respect to financial  matters,  the
     chief financial officer of such Borrower.

          "Road  Dedication Agreement":  means the Development  Agreement  dated
     November   19,   1998  between  United  Washington  Associates,   L.P.,   a
     Pennsylvania  limited partnership, Crown American Associates, successor  by
     merger to Crown American Corporation, Crown American Financing Partnership,
     L.P.,   and   the   New   Borrower  and  that  certain  Highway   Occupancy
     Permit 118574, issued December 16, 1998.

          "Road  Dedication  Parcel(s)"  means the  Parcel(s)  of  land  at  the
     Washington  Crown Center that are the subject of proposed road dedications,
     as delineated on Exhibit I(D).

          "Rollover Reserve":  as defined in the Reserve Agreement.

          "S&P":   Standard & Poor's Ratings Services, a division of The McGraw-
     Hill Companies, Inc.

          "Secondary  Market Transaction":  has the meaning assigned in  Section
     11.6(b).

          "Secured  Line  Properties":  (a) each of the following properties  on
     which  the Administrative Agent (on behalf of Lenders) holds a Mortgage  on
     the  fee simple interest of the applicable Borrower that owns such property
     (other  than  the  Shenango Valley Mall, in which case the Mortgage  covers
     such  Borrower's leasehold interest):  (i) the Mount Berry Mall;  (ii)  the
     Bradley  Square Mall; (iii) the Shenango Valley Mall; (iv) the Jacksonville
     Mall;  (v) the Valley Mall; and (iv) the Washington Crown Center;  and  (b)
     the Additional Secured Line Properties.

          "Security Documents":  the collective reference to the Mortgages,  the
     Assignments  of Leases and Rents, the Financing Statements  and  all  other
     security  documents  hereafter delivered to the  Administrative  Agent  (on
     behalf of Lenders) granting a Lien on any asset or assets of any Person  to
     secure  any  of  the  Obligations or to secure any guarantee  of  any  such
     Obligations.

          "Shenango  Valley  Mall":   that  certain  shopping  mall  located  in
     Hermitage, Pennsylvania.

          "Single  Purpose  Entity":   a Person, other  than  an  individual,  a
     government or any agency or political subdivision thereof, which (a) exists
     solely  for  the  purpose  of owning an Additional Secured  Line  Property,
     (b)  observes corporate, company or partnership formalities independent  of
     any  other  Person, (c) is owned entirely by the REIT and/or the  Operating
     Partnership, and (d) otherwise complies in all material respects  with  the
     covenants set forth in Section 6.17 hereof.

          "Site  Assessment"   an  environmental  engineering  report  for  each
     Secured  Line  Property prepared at the Borrowers' expense by  an  engineer
     engaged by the Borrowers and approved by the Administrative Agent, and in a
     manner   satisfactory   to  the  Administrative  Agent,   based   upon   an
     investigation  relating to and making appropriate inquiries concerning  the
     existence  of  Hazardous  Materials on or  about  each  such  Secured  Line
     Property, and the past or present discharge, disposal, release or escape of
     any  such  substances, all consistent with ASTM Standard  E1527-93  or  any
     successor  thereto  published  by ASTM and good  customary  and  commercial
     practice.   A  list  of  Site  Assessments in existence  as  of  the  Fifth
     Modification Date is attached hereto as Schedule 8.2.

          "Subsidiary:  means, with respect to any Person (the "parent") at any
     date, any corporation, limited liability company, partnership, association
     or other entity the accounts of which would be consolidated with those of
     the parent in the parent's consolidated financial statements if such
     financial statements were prepared in accordance with GAAP as of such date,
     as well as any other corporation, limited liability company, partnership,
     association or other entity (a) of which securities or other ownership
     interests representing more than 50% of the equity or more than 50% of the
     ordinary voting power or, in the case of a partnership, more than 50% of
     the general partnership interests are, as of such date, owned, controlled
     or held, or (b) that is, as of such date, otherwise controlled, by the
     parent or one or more subsidiaries of the parent or by the parent and one
     or more subsidiaries of the parent.

          "Taxes":  as defined in Section 3.7(a).

          "Termination Date": November 17, 2004.

          "Threshold Amount": has the meaning ascribed in Section 6.21.

          "Total Interest Expense" means, for any period, the sum of (a)
     interest expense of the Consolidated Businesses paid during such period,
     and (b) interest expense of the Consolidated Businesses accrued and/or
     capitalized for such period, in each case including participating interest
     expense but excluding extraordinary interest expense, in each case
     excluding all current and future amortization of deferred financing costs
     associated with new financings or refinancings of existing and/or new
     Indebtedness.

          "Total  Liabilities":  consolidated debt from all properties owned  by
     each Borrower (including its Subsidiaries) determined as a weighted average
     based on the number of days such debt was outstanding.

          "Type":  as used hereunder to distinguish "Types of Loans" refers to
     whether a Loan is an Alternate Base Rate Loan or a Eurodollar Loan, each of
     which constitutes a Type.

          "Underwritten  Net Operating Income": as of the date of determination,
     a  calculation of Net Operating Income (as determined and adjusted pursuant
     to  the definition thereof) annualized for the succeeding twelve (12) month
     period, based upon tenants in place as of such date (i.e., tenant has taken
     possession  and  has commenced paying rent, provided that  if  all  related
     unpaid  leasing  commissions and tenant and capital improvement  allowances
     and  work  have  not been paid, the availability under the Loans  shall  be
     reduced  by  an amount necessary to pay for such costs not yet  paid  until
     such  time  as  such  costs  have  been paid),  as  of  the  date  of  such
     determination and as further adjusted as follows:

     (a)  Revenues  shall  be  (i) adjusted for a maximum occupancy  of  In-Line
          Space  of not more than 95% for Jacksonville Mall and Valley Mall  and
          not  more than 85% for the other Secured Line Properties, (ii) reduced
          by  an amount of all replacement reserves required to be maintained by
          the   Borrowers  pursuant  to  the  terms  of  the  Reserve  Agreement
          (including,  without  limitation, replacement reserves  equal  to  the
          greater  of  the amount of actual reserves required to  be  maintained
          pursuant  to the Reserve Agreement, or $0.15 per square foot of  owned
          gross  leaseable area contained in the Secured Line Properties in  the
          aggregate), (iii) reduced to exclude all income from any tenants  that
          are  more  than  90  days past due in payment of any  of  their  lease
          obligations   other  than  payment  of  "CAM"  charges   and   related
          reimbursement  charges which a tenant may be disputing in  good  faith
          (except as the Administrative Agent may determine in its discretion to
          include),  (iv)  in the Administrative Agent's reasonable  discretion,
          reduced for all Major Leases expiring within the next three (3) months
          succeeding   the   determination  date  (the  Administrative   Agent's
          reasonable discretion to be exercised taking into account, among other
          things,  the length of time that such tenant has been at the Property,
          its credit history, past renewal history, the sales per square foot of
          such  tenant at the Property and the availability of competitive space
          to  such tenant in the related market), (v) reduced to reflect  a  12%
          Occupancy  Cost Percentage under any Lease at Washington Crown  Center
          if  either  (A) in the year prior to the determination  year  for  any
          Lease  termination  clause in favor of the tenant the  sales  for  the
          tenant  under such Lease have not achieved at least 90% of  the  sales
          termination  threshold, or (B) in the year during a sales  termination
          period, the sales for any such tenant are less than 100% of the  sales
          termination threshold, unless and until in either case the tenant  has
          waived the Lease termination right or it has expired unexercised, (vi)
          reduced  by  25%  in  the case of rent paid by the theater  tenant  at
          Washington  Crown  Center, (vii) in Administrative Agent's  reasonable
          discretion, reduced for reserves or deductions for anchor leases  that
          have  not previously been approved as creditworthy (the Administrative
          Agent hereby acknowledging that all existing anchor tenants have  been
          approved as of the date hereof) or have delivered termination  notices
          or  declined  to exercise renewal options or have defaulted  on  lease
          obligations, declared bankruptcy, or has had a material adverse change
          in  its  financial  or operating condition such that  its  ability  to
          perform its lease obligations will be materially impaired, (viii) with
          respect  to  the  portion  thereof  derived  from  temporary  tenants,
          promotional income and miscellaneous mall income, based on 95% of  the
          immediately preceding four quarters (the "T12"), (ix) with respect  to
          percentage  rents and percentage rents in lieu of base rent,  (A)  for
          tenants  in  place at least twelve (12) months,  based on 95%  of  the
          actual percentage rent from such tenants adjusted for inflation  at  a
          rate  equal to the consumer price index for the preceding twelve month
          period  (provided that the amount of such adjustment shall not  exceed
          the  inflation adjustment for expenses below), and (B) for tenants  in
          place  for  less  than  12 months, based on the Additional  Percentage
          Rent,  and  (x)  expense  recoveries shall be based  on  applying  the
          recovery  rate  for the T12 and adjusting same for the change  in  in-
          place  occupancy  (as adjusted above) but no more than  what  is  then
          currently  being  billed for in-place tenants on an  annualized  basis
          subject  to adjustment for inflation (to the extent that leases  allow
          for increases in the expense recoveries for inflation); and

     (b)  Expenses  shall  be  based  on  the T12  (as  adjusted  for  reserves,
          management  fees  and  other  items as expressly  set  forth  in  this
          definition  and in the definition of Net Operating Income)  and  shall
          (i)  be adjusted for actual known changes at the date of determination
          in  taxes,  insurance,  and other contractually fixed  expenses,  (ii)
          increased  for inflation at a rate equal to the consumer  price  index
          for  the  preceding twelve month period (unless adjusted  pursuant  to
          clause  (i) hereof), and (iii) adjusted, in the Administrative Agent's
          reasonable  determination, for significant  non-recurring  credits  or
          charges included in the expenses for the T12.

          "Valley  Mall":   that  certain shopping mall located  in  Hagerstown,
     Maryland.

          "Washington  Crown  Center":  that certain shopping  mall  located  in
     Washington, Pennsylvania.

          1.2   Other  Definitional Provisions.  (a)  Unless otherwise specified
therein,  all  terms defined in this Agreement shall have the  defined  meanings
when  used  in the Notes or any certificate or other document made or  delivered
pursuant hereto.

          (b)   As  used herein and in the Notes, and any certificate  or  other
document  made  or delivered pursuant hereto, accounting terms relating  to  the
Borrowers  and  their respective Subsidiaries not defined  in  Section  1.1  and
accounting terms partly defined in Section 1.1, to the extent not defined, shall
have the respective meanings given to them under GAAP.

          (c)  The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole  and
not  to  any  particular provision of this Agreement, and Section, Schedule  and
Exhibit references are to this Agreement unless otherwise specified.

          (d)   The  meanings  given to terms defined herein  shall  be  equally
applicable to both the singular and plural forms of such terms.


                   SECTION 2.  AMOUNT AND TERMS OF COMMITMENT

          2.1   The  Commitments, Loans and Notes. (a) Subject to the terms  and
conditions  hereof,  each  Lender severally agrees to  make  the  Loans  to  the
Borrowers  during  the  Commitment Period in Dollars in an  aggregate  principal
amount  at any one time outstanding which does not exceed the Funding Threshold,
each  Lender  agreeing to make Loans to the Borrowers in Dollars in a  principal
amount  up  to  but not exceeding the amount of the Commitment of  such  Lender.
During  the Commitment Period the Borrowers may use the Commitment by borrowing,
prepaying  the  Loans  in  whole  or in part  at  such  times,  and  under  such
conditions,  as  permitted  under  this  Agreement,  and  reborrowing,  all   in
accordance with the terms and conditions hereof.

          (b)   The  Loans of each Lender shall be made and maintained  at  such
Lender's Applicable Lending Office for Loans of such Type.

          (c)   The failure of any Lender to make any Loan to be made by  it  on
the date specified therefor shall not relieve any other Lender of its obligation
to  make its Loans, but neither any Lender nor the Administrative Agent shall be
responsible  for the failure of any other Lender to make a Loan to  be  made  by
such other Lender.

          (d)   (i) The Loans made by each Lender shall be evidenced by a single
promissory note of the Borrowers substantially in the form of Exhibit N, payable
to  such  Lender in a principal amount equal to the amount of its Commitment  as
originally in effect and otherwise duly completed.

          (ii)  The  date, amount, Type, interest rate and duration of  Interest
Period  (if  applicable) of each Loan made by each Lender to the Borrowers,  and
each payment made on account of the principal thereof, shall be recorded by such
Lender  on its books and, prior to any transfer of the Note held by it, endorsed
by  such  Lender  on  the  schedule attached to such Note  or  any  continuation
thereof;  provided that the failure of such Lender to make any such  recordation
or  endorsement  shall not affect the obligations of the  Borrowers  to  make  a
payment when due of any amount owing hereunder or under such Note in respect  of
such Loans.

          (iii)     No Lender shall be entitled to have its Note substituted  or
exchanged  for  any  reason,  or  subdivided  for  promissory  notes  of  lesser
denominations, except in connection with a permitted assignment of  all  or  any
portion  of  such Lender's Commitment, Loans and Note pursuant to Section  11.19
(and,  if  requested  by any Lender, the Borrowers agree  to  so  substitute  or
exchange  any  Note  and  enter  into  note splitter  agreements  in  connection
therewith).

          (iv)  In the event of the loss, theft or destruction of any Note, upon
the  Borrowers'  receipt of a reasonably satisfactory indemnification  agreement
executed  in favor of the Borrowers by the holder of such Note, or in the  event
of  the mutilation of any Note, upon the surrender of such mutilated Note by the
holder thereof to the Borrowers, the Borrowers shall execute and deliver to such
holder  a  new  replacement  Note  in lieu of the  lost,  stolen,  destroyed  or
mutilated Note.

          2.2  Procedure for Borrowing.  (a) The Borrowers may borrow during the
Commitment  Period  in an aggregate principal amount not exceeding  the  Funding
Threshold  then  in  effect;  provided  that  the  Borrowers  shall   give   the
Administrative Agent notice of such borrowing in a form reasonably  satisfactory
to  the  Administrative Agent (a "Notice of Borrowing"), which  notice  must  be
received  by  the Administrative Agent prior to 10:00 a.m., New  York  time,  at
least 10 Business Days prior to the requested Borrowing Date (provided, however,
that  (1)  if  the  Administrative Agent elects pursuant to  the  provisions  of
subparagraph (e) below to re-audit the Underwritten Net Operating Income of  the
Secured  Line Properties, the Administrative Agent shall have 30 days  from  the
request  for an advance to make such advance and (2) any request for an  advance
of  Construction  Loan  Proceeds  shall be governed  by  the  Construction  Loan
Requirements).   The  Notice of Borrowing shall include  a  certification  of  a
Responsible Officer specifying (i) the amount to be borrowed, (ii) the requested
Borrowing  Date,  (iii)  the  calculation  of  the  Funding  Threshold,  and   a
certification that the Funding Threshold will not be exceeded by such  requested
borrowing,  (iv) the purpose for which such advance is requested (which  purpose
shall  be a permitted purpose hereunder), and (v) a certification that all other
conditions for such advance, including conditions set forth in Article V hereof,
have been satisfied.  In the event the Borrowers revoke such Notice of Borrowing
prior  to the Lenders' disbursement of an advance, the Borrowers shall reimburse
the  Administrative Agent on behalf of the Administrative Agent, the Lenders and
their  agents and contractors for all reasonable expenses actually  incurred  by
such  parties  in  connection with such proposed advance  and  all  amounts  due
pursuant to Section 3.6(e).

          (b)   Beginning  on the Fifth Modification Date, pursuant  to  and  in
accordance with the terms of this Agreement, borrowings shall only be  permitted
hereunder for the purposes set forth in Section 4.23, and not for payment of any
Construction Costs, unless the Construction Loan Requirements are satisfied.

          (c)   Each  borrowing (other than advances under a Construction  Loan)
shall  be in an amount equal to or greater than $3,000,000.  No borrowings shall
be  permitted more than once in any calendar month, except that in the month  in
which  the Fifth Modification Date occurs, borrowings shall be permitted (i)  on
the  Fifth Modification Date, and (ii) at one other time, as designated  by  the
Borrowers, during such month.  Advances under any Construction Loan shall be  in
minimum  amounts of $300,000 each and governed by the terms of the  Construction
Loan Requirements.

          (d)   Notwithstanding anything to the contrary contained  herein,  the
Borrowers shall not be permitted to borrow hereunder at any time after the first
day  of the last full calendar month immediately preceding the Termination Date,
and any advance during the last 120 days prior to the Termination Date shall  be
based  on the Funding Threshold in effect as of the end of the previous calendar
quarter.

          (e)   The  Administrative Agent shall have the right to  condition  an
advance  upon a re-audit of the Underwritten Net Operating Income of the Secured
Line  Properties,  in  scope  and  substance as  reasonably  determined  by  the
Administrative  Agent, (i) if the Borrowers have requested an  increase  in  the
amount of funds available under the Loan since the date of the last audit of the
Underwritten  Net Operating Income, (ii) at the end of each calendar  year,  and
(iii)  if the Administrative Agent reasonably determines that a material adverse
change may have occurred in the business or financial condition or management of
the  Borrowers, the Secured Line Properties or any anchor or theater  tenant  or
non-tenant  anchor  since  the date of the last audit of  the  Underwritten  Net
Operating  Income, provided, however, that the Administrative Agent may  require
that any such re-audit be performed by an outside third-party accountant at  the
Borrowers'  expense  only  if the audit is initiated after  the  occurrence  and
during  the  continuance  of  an  Event of  Default  (any  additional  re-audits
permitted  hereunder to be performed internally by, or otherwise at the  expense
of, the Administrative Agent).

          (f)   Each  Lender shall make each Loan to be made by it hereunder  on
the  proposed  date thereof by wire transfer of immediately available  funds  by
12:00 noon, New York City time, to the account of the Administrative Agent  most
recently  designated  by  it for such purpose by notice  to  the  Lenders.   The
Administrative Agent will promptly make such Loans available to the Borrowers by
wire  transfer of immediately available funds to an account in the United States
designated by the Borrowers.

          2.3   Additional Properties.  If the Borrowers desire to obtain  funds
in excess of the amount then available pursuant to the Funding Threshold (but in
no  event  in  excess  of $175,000,000), the Borrowers may  from  time  to  time
identify to the Administrative Agent one or more properties to secure the  Loans
in  addition to the then existing Secured Line Properties, which will be subject
to approval by the Administrative Agent and all of the Lenders in their sole and
absolute  discretion following the performance by the Administrative  Agent  and
each Lender of its customary underwriting procedures. Neither the Administrative
Agent  nor any Lender shall be under any obligation to accept any such  property
as  collateral  for  the  Loans.  If the Borrowers wish  to  submit  a  proposed
property  for  inclusion as an Additional Secured Line Property,  the  Borrowers
shall,  at  the  Borrowers' sole cost and expense, submit to the  Administrative
Agent  for the review and approval of the Administrative Agent and the  Majority
Lenders,  all  of  the due diligence materials more particularly  set  forth  in
Schedules   1   and  2  attached  hereto  (including,  without   limitation,   a
Subordination,  Non-Disturbance and Attornment Agreement  substantially  in  the
form  of Exhibit E hereto from each of the tenants under leases at such proposed
property,  as requested by the Administrative Agent or the Lenders, or  evidence
satisfactory to the Administrative Agent and the title insurance company issuing
a  commitment  to  insure  the Mortgage covering such  Additional  Secured  Line
Property  that  such leases are subordinate by their terms).  The Administrative
Agent  and  the Lenders shall endeavor, but shall not be obligated, to  complete
their  underwriting procedures with respect to such proposed Additional  Secured
Line  Property and, in the event the Administrative Agent and all of the Lenders
grant  their  approval to such property, to cause the Lenders  to  complete  the
funding  of  an  advance  hereunder for the purpose of acquiring  such  proposed
Additional  Secured  Line Property, within forty-five (45)  days  following  the
Administrative   Agent's  receipt  of  all  documentation   required   hereunder
(excluding  any  estoppels  and  Subordination, Non-Disturbance  and  Attornment
Agreements).

          2.4   Release of Properties. Except as provided in Sections  2.6,  2.7
and  2.8  below  with  respect to sale of Secured Line Properties,  Out-Parcels,
Option  Parcels  and  Road  Dedication Parcels, respectively,  no  Secured  Line
Property  or  any  portion  thereof  will be  released  from  the  Lien  of  its
corresponding Security Documents (a "Release") until such time as the Loans  and
all  other  amounts (including, without limitation, the Exit Fee) payable  under
the  Loan  Documents  have been paid in full (subject in  all  respects  to  the
prepayment prohibition in Section 3.2) and this Agreement has been terminated in
accordance with the provisions hereof.

          2.5   Servicing Fee, Extension Fee, Exit Fee; Agency  Fee.   (a)   The
Administrative  Agent  may,  at  its  option,  enter  into  such   sub-servicing
arrangements  as  the  Administrative Agent deems appropriate  for  purposes  of
servicing  the  Loan.   The Administrative Agent shall be  responsible  for  any
obligations  to  CB  Servicing,  Inc. under that certain  Amended  and  Restated
Subservicing  Agreement dated September 24, 1998 between GECC and CB  Servicing,
Inc., as amended prior to date of the execution and delivery of this Agreement.

          (b)  GECC acknowledges receipt of the Extension Fee.

          (c)   The Borrowers agree to pay to the Administrative Agent (pro rata
on  behalf  of the Lenders) the Exit Fee on the date of payment in full  of  the
Loans,  whether on or prior to the Termination Date.  In addition, in the  event
that  the  Maximum  Loan Amount is reduced as a result of  the  release  of  any
Secured Line Property prior to the Termination Date, the Borrowers shall pay  to
the  Lenders  a  pro rated portion of the Exit Fee based on the  amount  of  the
reduction in the Maximum Loan Amount.

          (d)  Until payment in full of all obligations under this Agreement and
the  other  Loan Documents, Borrower shall pay to the Administrative Agent,  for
its  sole  account, the Agency Fee and other fees payable to the  Administrative
Agent, if any, in accordance with the Fee Letter.

          2.6  Sale of Secured Line Properties.  Notwithstanding any other terms
or  provisions of this Agreement, upon the arms-length sale of any Secured  Line
Property  to an unrelated third party, (a) such Secured Line Property  shall  be
released  by  the Administrative Agent (and the Administrative Agent  is  hereby
authorized to execute such releases on behalf of the Lenders) from the  lien  of
its  Mortgage, provided that (i) at all times the Loans are secured by at  least
three  (3) Secured Line Properties, at least one of which is either Valley  Mall
or  Jacksonville Mall, and (ii) the Funding Threshold will not be exceeded as  a
result of such release, (b) all or a portion of the net proceeds of sale may  be
applied  to the prepayment of the Loans, even if the Lockout Period has not  yet
terminated, provided that in the case of any prepayment the applicable Exit  Fee
is  paid, together with any amounts due pursuant to Section 3.6(e), and (c)  the
Borrower  that owns the Secured Line Property being released shall  be  released
from  its obligations under the Notes and this Agreement (other than obligations
that,  pursuant to the provisions of this Agreement or any other Loan  Document,
survive the termination of this Agreement), unless such Borrower owns any  other
Secured Line Property still encumbered by a Mortgage.

          2.7   Release  of Out-Parcel.  At any time after the date hereof,  the
Borrowers  may  obtain  a  release  from  the  Administrative  Agent  (and   the
Administrative Agent is hereby authorized to execute such releases on behalf  of
the  Lenders) of an Out-Parcel, or a portion of an Out-Parcel, from the lien  of
the  related  Mortgage upon sixty (60) days prior written notice, provided  that
such release shall only be granted if the following conditions have been met  or
satisfied:

               (i)  The  Borrowers shall reimburse the Administrative Agent  for
                    any  reasonable costs and expenses the Administrative  Agent
                    actually  incurs arising from the transfer of the Out-Parcel
                    and  any  release  of the Out-Parcel from the  lien  of  the
                    related  Mortgage (including, without limitation, reasonable
                    attorneys fees and expenses);

               (ii) At  the  time the Borrowers request such release and at  the
                    time  such  release is granted there is no Event of  Default
                    continuing;

              (iii) The intended use of the Out-Parcel shall be for income
                    producing  activities and consistent with the use  to  which
                    out-parcel and expansion parcels are generally used in first
                    class retail shopping malls;

               (iv) No part of the remaining Secured Line Property shall be part
                    of  a  tax  lot  affecting  any portion  of  the  Out-Parcel
                    released or portion thereof released;

               (v)  Each  applicable municipal authority exercising jurisdiction
                    over  the  Out-Parcel has approved a lot-split ordinance  or
                    other  applicable action under local law dividing  the  Out-
                    Parcel to be released or portion thereof to be released from
                    the  remainder  of the Secured Line Property  and  assigning
                    separate tax identification numbers to each;

              (vii) All  requirements under all laws, statutes, rules  and
                    regulations (including, without limitation, all  zoning  and
                    subdivision    laws,    setback    requirements,    sideline
                    requirements,  parking ratio requirements, use requirements,
                    building   and   fire   code   requirements,   environmental
                    requirements  and wetlands requirements) applicable  to  the
                    Secured Line Property necessary to accomplish the lot  split
                    shall  have been fulfilled, and all necessary variances,  if
                    any, shall have been obtained, and evidence thereof has been
                    delivered  to  the Administrative Agent which  in  form  and
                    substance would be acceptable to a prudent lender;

             (viii) As  a  result of the lot split, the remaining  Secured
                    Line  Property and the Out-Parcel each considered alone will
                    not be in violation of any applicable law, statute, rule  or
                    regulation  (including, without limitation, all  zoning  and
                    subdivision    laws,    setback    requirements,    sideline
                    requirements,  parking ratio requirements, use requirements,
                    building   and   fire   code   requirements,   environmental
                    requirements  and  wetland requirements) and  all  necessary
                    variances,  if  any, shall have been obtained  and  evidence
                    thereof has been delivered to the Administrative Agent which
                    in  form  and  substance would be acceptable  to  a  prudent
                    lender;

               (ix) The   Administrative  Agent  shall  have  received  evidence
                    reasonably satisfactory to it that the Out-Parcel  has  been
                    transferred  to  a  Person who is not an  Affiliate  of  the
                    Borrowers,  except in the case of any Valley Mall Out-Parcel
                    which  is intended to be used for the development of a strip
                    shopping center;

               (x)  Appropriate  reciprocal easement agreements for the  benefit
                    and  burden of the remaining Secured Line Property  and  the
                    Out-Parcel  regarding the use of common facilities  of  such
                    parcels,  including, but not limited to,  roadways,  parking
                    areas,  utilities and community facilities by the  occupants
                    of  the  remaining Secured Line Property and the Out-Parcel,
                    in  a  form  and  substance that would be  acceptable  to  a
                    prudent  lender,  shall  be  declared  and  recorded.    The
                    remaining Secured Line Property and the Out-Parcel shall  be
                    in  compliance with all applicable Major Leases  (including,
                    but   not  limited  to,  parking  requirements  and  parking
                    ratios), and all easements and property agreements contained
                    in  the  Permitted  Encumbrances, as  applicable,  for  such
                    Secured Line Property;

               (xi) The  occupancy  rate  (including  anchor  tenants)  of  such
                    Secured  Line Property shall be greater than the greater  of
                    (A) 80% and (B) the occupancy rate set forth on Schedule 2.7
                    (provided  that if the occupancy rate set forth on  Schedule
                    2.7  is  90% or greater it shall not be necessary that  such
                    property have an occupancy rate greater than 90%);

              (xii) The Underwritten Net Operating Income as of the date of
                    the  Out-Parcel  release allocable to the remaining  Secured
                    Line Properties shall not be less than the Underwritten  Net
                    Operating  Income for the Secured Line Properties set  forth
                    on Schedule 2.7;

             (xiii) No  tenant  under  any Lease whose parent's  long-term
                    unsecured  debt rating is rated at least "BBB" has executed,
                    or  is  negotiating in contemplation of executing,  a  Lease
                    with  respect  to a portion of the Out-Parcel  (unless  such
                    tenant  is  replaced  by a tenant whose parent's  rating  is
                    equal or better);

              (xiv) Title  policy endorsements have been delivered to  the
                    effect  that the release of the Out-Parcel will not have  an
                    adverse  affect on the priority of the Lien of the  Mortgage
                    on the remaining portion of the Secured Line Property;

               (xv) The Borrowers have delivered an officer's certificate to the
                    effect  that the conditions in subsection (i) -  (xiv)  have
                    occurred;

              (xvi) Approval of such release by the Administrative  Agent,
                    which   approval   shall   not  be  unreasonably   withheld,
                    conditioned or delayed;

             (xvii) The  Borrowers  shall  execute  such  documents   and
                    instruments and obtain such opinions of counsel as a prudent
                    lender would require;

            (xviii) The   Borrowers  shall  deliver  evidence  reasonably
                    satisfactory to the Administrative Agent that the release of
                    the Out-Parcel will not have a Material Adverse Effect;

              (xix) The Borrowers shall deliver to the Administrative Agent all
                    net proceeds of the sale of the Out-Parcel (such proceeds,
                    in the case of Valley Mall, to be net of up to $1,220,000
                    reimbursement to the Borrowers for Out-Parcel development
                    costs, which have been incurred and hereby approved by the
                    Administrative Agent prior to the Fifth Modification Date,
                    in addition to other customary sales transaction costs) for
                    deposit by the Administrative Agent into the Rollover
                    Reserve, to be used to pay for leasing commissions and
                    tenant improvements at any Secured Line Property, in
                    accordance with the provisions of the Reserve Agreement;

               (xx) The Borrowers deliver to the Administrative Agent a site
                    plan or other satisfactory evidence that no portion of such
                    Out-Parcel is required for the construction of a stadium
                    theater at Bradley Square Mall;

              (xxi) If the Out-Parcel is the 20-acre Out-Parcel at Mt. Berry
                    Square Mall for which the Borrowers requested GECC to
                    approve a change in zoning, all requirements of GECC's
                    approval set forth in Exhibit N have been satisfied;

             (xxii) Any sale commission payable to the REIT or any of its
                    Affiliates does not exceed 15%, unless otherwise approved by
                    the Administrative Agent;

            (xxiii) Such Out-Parcel is not an income-producing property (the
                    release of any income-producing Out-Parcel to be subject to
                    the approval of the Administrative Agent in its sole
                    discretion); and

             (xxiv) The Borrowers shall deliver to the Administrative Agent such
                    information as may be available to Borrowers to verify
                    satisfaction of the foregoing requirements, and, for
                    informational purposes only, if available, information
                    regarding comparable sales.

     2.8   Release of Option Parcels and Road Dedication Parcels.  At any  time,
the  Borrowers  may obtain the release of an Option Parcel or a Road  Dedication
Parcel  (and  the  Administrative Agent is hereby  authorized  to  execute  such
releases  on  behalf  of the Lenders) from the lien of the applicable  Mortgage,
provided that such release is made in accordance with the applicable May Option,
Bon-Ton  Option or Road Dedication Agreement, as applicable, and shall  only  be
granted if the following conditions have been met or satisfied:

          (i)  the  Borrowers shall reimburse the Administrative Agent  for  any
               reasonable costs and expenses it actually incurs arising from the
               release  of  the  Option  Parcel or Road  Dedication  Parcel,  as
               applicable,  from the lien of the applicable Mortgage (including,
               without limitation, reasonable attorneys fees and expenses);

          (ii) At  the  time the Borrowers request such release and at the  time
               such  release is granted there is no Default or Event of  Default
               continuing;

         (iii) Each applicable municipal authority exercising jurisdiction
               over  the Option Parcel or Road Dedication Parcel, as applicable,
               shall have approved, or shall be prepared to approve, as part  of
               its  standard  approval process, a lot-split ordinance  or  other
               applicable action under local law dividing the Option  Parcel  or
               Road Dedication Parcel, as applicable, from the remainder of  the
               applicable  Secured  Line  Property and  assigning  separate  tax
               identification numbers to each;

          (iv) Upon  the release of the Option Parcel or Road Dedication Parcel,
               as  applicable, and after the completion of the standard approval
               process  for tax lot-splits by the applicable municipal authority
               exercising jurisdiction over the Option Parcel or Road Dedication
               Parcel,  as  applicable,,  no part of  the  remaining  applicable
               Secured  Line  Property shall be part of a tax lot affecting  any
               portion of the Option Parcel;

          (v)  The  Administrative Agent shall have received  appropriate  title
               endorsements to the title policies issued to insure the  lien  of
               the  Mortgage confirming the priority of the lien of the Mortgage
               on the remaining portion of the Secured Line Property;

          (vi) A  metes  and  bounds description of the Option  Parcel  or  Road
               Dedication Parcel has been delivered to the Administrative Agent,
               together  with, if previously not delivered to the Administrative
               Agent,  an ALTA survey meeting the requirements of this Agreement
               or  other  evidence reasonably satisfactory to the Administrative
               Agent describing the remaining Secured Line Property, and a  site
               plan for all construction intended to be financed at such Secured
               Line  Property  with proceeds of a Construction  Loan  hereunder,
               demonstrating that the conveyance of such Option Parcel  or  Road
               Dedication Parcel will not negatively affect the operation of the
               Secured Line Property;

         (vii) All  requirements  under  all  laws,  statutes,  rules  and
               regulations  (including,  without  limitation,  all  zoning   and
               subdivision  laws,  setback requirements, sideline  requirements,
               parking  ratio requirements, use requirements, building and  fire
               code   requirements,  environmental  requirements  and   wetlands
               requirements)  applicable to the Secured Line Property  necessary
               to  accomplish the lot split shall have been fulfilled,  and  all
               necessary  variances,  if  any, shall  have  been  obtained,  and
               evidence  thereof has been delivered to the Administrative  Agent
               which  in  form and substance is appropriate for the jurisdiction
               in which the Secured Line Property is located;

        (viii) The  Administrative Agent shall receive evidence  that  the
               Option  Parcel  or  Road Dedication Parcel is  transferred  to  a
               Person  who is not an Affiliate of the Borrowers, and  that  such
               Option  Parcel  or Road Dedication Parcel will be  used  for  the
               purposes  set  forth  in the applicable May Option,  the  Bon-Ton
               Option or the Road Dedication Agreement, as applicable;

          (ix) Appropriate reciprocal easement agreements or such other evidence
               for the benefit and burden of the remaining Secured Line Property
               and the Option Parcel or Road Dedication Parcel regarding the use
               of  common facilities of such parcels, including, but not limited
               to,  roadways, parking areas, utilities and community  facilities
               by  the occupants of the remaining Secured Line Property and  the
               Option  Parcel  or Road Dedication Parcel, in form and  substance
               reasonably  acceptable  to  the Administrative  Agent,  shall  be
               declared and recorded.  In addition, all operating covenants,  if
               any, of the tenants under the applicable May Option Agreement  or
               Bon-Ton Option Agreement, as applicable, and the parties  to  the
               Road  Dedication Agreement, remain in full force and effect after
               such release;

          (x)  The remaining portion of the Secured Line Property and the Option
               Parcel or Road Dedication Parcel shall be in compliance with  all
               applicable  covenants under all anchor leases  and  Major  Leases
               (including,  but  not limited to, parking requirements)  and  all
               easements  and  property agreements contained  in  the  Permitted
               Encumbrances for such Secured Line Property;

          (xi) In  the  case  of any release of the Bon-Ton Option  Parcel,  the
               Borrowers  shall  deliver  to the Administrative  Agent  all  net
               proceeds of the sale of such Option Parcel for application to the
               prepayment of the Loans; and

        (xii)  the  Borrowers shall execute such documents and instruments
               and  obtain  such opinions of counsel as are typical for  similar
               transactions.

          2.9   Release  of Previous Existing Borrowers.  None of  the  Previous
Existing Borrowers owns a Secured Line Property, and none of them intends to own
an  Additional  Secured  Line  Property.  Accordingly,  such  Previous  Existing
Borrowers  have  requested to be released from all liability in connection  with
the Loans, and Administrative Agent, on behalf of Lenders, hereby agrees to such
release, beginning on the Fifth Modification Date.

          2.10  Extension  of  Fourth Amendment.  The Fourth Amendment  provides
that it shall expire automatically on December 1, 2000.  Such extension date  is
hereby extended to the date of this Agreement, effective as of December 1, 2000.

          2.11  Re-Grant of Security.  The Borrowers hereby assign,  pledge  and
grant a security interest to the Administrative Agent, on behalf of the Lenders,
of  all  security previously granted by the Existing Borrowers to GECC,  in  its
capacity as "Lender" under the Existing Credit Agreement.

          SECTION 3.  GENERAL PROVISIONS APPLICABLE TO LOAN

          3.1   Interest  Rates and Payment Dates.  (a)  The  Loans  shall  bear
interest  at  a  rate per annum equal to the Contract Rate determined  for  such
Interest  Period, provided that each advance made prior to January 1,  2001  and
each other Loan that is made on any Business Day other than the first day of  an
Interest  Period shall bear interest at the Alternate Base Rate until the  first
day  of the next Interest Period, at which time such Alternate Base Rate Loan(s)
automatically  shall be converted to Eurodollar Loans unless otherwise  provided
herein.   Subject  to any other provisions of this Agreement which,  in  certain
instances,  require  payment  of  interest at  the  Alternate  Base  Rate,  such
Eurodollar  Loans shall Continue from one Interest Period to the  next  Interest
Period.   Interest shall be computed on the basis of a fraction, the denominator
of  which is three hundred sixty (360) and the numerator of which is the  actual
number  of  days elapsed (including the first day but excluding  the  last  day)
during  the  period  for  which  payable.  If the  Borrowers  fail  to  pay  any
installment  of  interest or principal within five (5) days after  the  date  on
which  the same is due, the Borrowers shall pay to the Administrative Agent  (on
behalf  of  the  Lenders) a late charge on such past-due amount,  as  liquidated
damages  and  not  as  a penalty, equal to the greater of (a)  interest  at  the
Default  Rate  on  such amount from the date when due until paid,  or  (b)  five
percent (5%) of such amount, but not in excess of the maximum amount of interest
allowed  by applicable law.  While any Event of Default exists, the Loans  shall
bear  interest at the Default Rate; provided, that during the continuance of  an
Event of Default the Administrative Agent may suspend the right of the Borrowers
to  Continue  any Loan as a Eurodollar Loan, in which event all Loans  shall  be
Converted (on the last day(s) of the respective Interest Periods therefor)  into
Alternate  Base Rate Loans and, thereafter, the Default Rate shall  be  computed
using the Alternate Base Rate.

          (b)       The Loans shall be payable as follows:

               (i)  the  Borrowers shall pay interest in arrears on the last day
                    of  each  Interest Period, or if the Alternate Base Rate  is
                    applicable, the first Business Day (assuming clause  (b)  of
                    such  definition  applies) of each month  (each  a  "Payment
                    Date") in accordance with the wire transfer instructions set
                    forth  in Schedule 2.3(1) hereto (or such other instructions
                    as  the  Administrative Agent may from time to time provide)
                    until  all amounts due under the Loan Documents are paid  in
                    full.

          (c)       Notwithstanding anything to the contrary contained herein,
the entire Principal  Balance  and  all other Obligations due and payable  under
the  Loan Documents,  if not sooner paid or required to be paid pursuant to the
terms  of this  Agreement,  shall be immediately due and payable by the
Borrowers  on  the Termination Date.

          3.2   Optional Prepayments. The Loans may not be prepaid, in whole  or
in  part,  during  the Lockout Period, other than (a) prepayments  made  in  the
ordinary  course of business that may be reborrowed under the revolving features
of the credit facility and, (b) prepayment of all or any portion of the Loans on
any  Payment Date in connection with an arm's-length sale by the Borrowers to  a
non-affiliated entity of one or more Secured Line Properties or transfer of  the
Bon-Ton  Option  Parcel  pursuant to the terms of the  Bon-Ton  Option  or  from
proceeds  of  the  sale of an Out-Parcel (such proceeds to be deposited  in  the
Rollover Reserve, as provided in Section 2.7), provided that in the case of  any
prepayment  made  to  this  Section  3.2(b),  the  Borrowers  (i)  provide   the
Administrative Agent with at least fifteen (15) Business Days irrevocable notice
of  such prepayment, (ii) pay the Administrative Agent (A) the Exit Fee upon any
prepayment  in  full and termination of this Agreement, and  (B)  the  pro  rata
portion  of  the Exit Fee on any reduction on the Maximum Loan Amount  upon  any
partial  prepayment, and (iii) in the case of a partial prepayment, satisfy  the
requirements of Section 2.6.  After expiration of the Lockout Period, the  Loans
may  be  prepaid, in whole or in part on any Payment Date or other date mutually
satisfactory  to  the  Borrowers and the Administrative  Agent,  upon  at  least
fifteen  (15)  Business  Days irrevocable notice to  the  Administrative  Agent,
subject  to  payment of the Exit Fee upon any prepayment in full and termination
of  this  Agreement, and subject to payment of the pro rata portion of the  Exit
Fee on any reduction on the Maximum Loan Amount upon any partial prepayment.  If
following  the  occurrence of any Event of Default, the Borrowers  shall  tender
payment  of  an  amount  sufficient  to  satisfy  all  or  any  portion  of  the
Obligations, such tender by Borrower shall be deemed to be voluntary and may  be
accepted or rejected by the Administrative Agent in its sole discretion.  If the
Administrative Agent accepts such tender, the Borrowers shall pay,  in  addition
to  the  Obligations,  the Exit Fee.  If any such notice is  given,  the  amount
specified  in such notice shall be due and payable on the Payment Date specified
therein,  together  with  the Exit Fee.  Partial prepayments  pursuant  to  this
Section  3.2 (other than prepayments made from the proceeds of sale of  an  Out-
Parcel) shall be in an aggregate principal amount of $1,000,000 or multiples  of
$100,000 in excess thereof.  Subject to the limitations set forth above, if  the
Loans  are prepaid, in whole or in part, including, without limitation, pursuant
to  a  casualty  or  condemnation, each such prepayment shall  be  made  to  the
Administrative  Agent on the prepayment date specified in the applicable  notice
to  the Administrative Agent pursuant hereto, and (in every case) together  with
(i)  the  accrued and unpaid interest on the principal amount prepaid, (ii)  any
amounts  payable  to  a  Lender pursuant to Section 3.6  as  a  result  of  such
prepayment while a Eurodollar Loan is in effect, and (iii) the Exit Fee upon any
prepayment  in full and termination of this Agreement, and the pro rata  portion
of  the  Exit  Fee  applied to the amount of any reduction in the  Maximum  Loan
Amount.

          3.3  Mandatory Prepayments.  (a)  If on any date the Principal Balance
exceeds the Funding Threshold in effect on such date or the Funding Threshold is
exceeded  as  calculated  (such condition, a "Borrowing Base  Deficiency"),  the
Borrowers  shall,  (i)  within thirty (30) days of the first  date  on  which  a
Borrowing Base Deficiency existed which has not been subsequently cured,  submit
to  the  Administrative Agent a plan (a "Borrowing Base Restoration  Plan"),  in
reasonable  detail, and in form and substance satisfactory to the Administrative
Agent, pursuant to which the Borrowers propose to eliminate such Borrowing  Base
Deficiency  whether  by  prepayment or designation of  Additional  Secured  Line
Properties,  which  Borrowing Base Restoration Plan  shall  be  certified  by  a
Responsible  Officer  as  having been approved and  adopted  on  behalf  of  the
Borrowers  and which approval remains in effect, and (ii) within 60  days  after
the  submission  by  the Borrowers of the Borrowing Base Restoration  Plan  with
respect to such Borrowing Base Deficiency to the Administrative Agent (or, if no
Borrowing  Base  Restoration Plan is submitted, 30 days after the  deadline  for
submission of such plan), eliminate the Borrowing Base Deficiency.

          (b)   If  such Borrowing Base Deficiency is not eliminated within  the
time  period required by subparagraph (a)(ii) above, then the entire outstanding
principal  balance  of the Loans, together with all accrued interest,  shall  be
immediately  due and payable, together with the Exit Fee and all  other  amounts
payable hereunder, including amounts due under Section 3.6(e).

          3.4    Application  of  Payments.   All  payments  received   by   the
Administrative Agent under the Loan Documents shall be applied:  first,  to  the
Exit  Fee and any other fees or expenses due to the Administrative Agent  and/or
the  Lenders  under the Loan Documents; second, to any Default Rate interest  or
late  charges;  third,  to  accrued and unpaid  interest;  and  fourth,  to  the
principal sum and other amounts due under the Loan Documents; provided, however,
that,  if  an Event of Default exists the Administrative Agent shall apply  such
payments in any order or manner as the Administrative Agent shall determine.

          3.5  Payments; Pro Rata Treatment; Etc.

          (a)  Payments Generally,

          (i)  Payments by Borrowers.  Except to the extent otherwise provided
herein, all payments  of  principal, interest and other amounts to be made by
the  Borrowers under this Agreement and the Notes, and, except to the extent
otherwise provided therein, all payments to be made by the Borrowers under any
other Loan Document, shall be made in Dollars, in immediately available funds,
without deduction, set-off or counterclaim, to the Administrative Agent at an
account designated by the Administrative Agent by notice to the Borrowers, not
later than 1:00  p.m.,  New York  City  time, on the date on which such payment
shall become due (each  such payment made after such time on such due date to be
deemed to have been made  on the next succeeding Business Day).

          (ii) Application of Payments.  Subject to the provisions of Section
3.4, the Borrowers shall, at the time of making each payment under this
Agreement or  any Note  for the account of any Lender, specify to the Admin-
istrative Agent  (which shall  so  notify the intended recipient(s) thereof) the
Loans or other  amounts payable  by the Borrowers hereunder to which such
payment is to be applied  (and in  the  event that the Borrowers fail to so
specify, or if an Event of  Default has  occurred  and is continuing, the
Administrative Agent may  distribute  such payment to the Lenders for
application in such manner as it may determine to  be appropriate,  subject  to
Section 3.5(b) and  any  other  agreement  among  the Administrative Agent
and the Lenders with respect to such application).

          (iii)   Forwarding of Payments by the Administrative Agent.  Except as
otherwise  agreed  by  the Administrative Agent and the  Lenders,  each  payment
received  by  the  Administrative Agent under this Agreement  or  any  Note  for
account of any Lender shall be paid by the Administrative Agent promptly to such
Lender,  in immediately available funds, for account of such Lender's Applicable
Lending Office for the Loan or other obligation in respect of which such payment
is made.

          (iv) Extensions to Next Business Day.  If the due date of any payment
under this Agreement or any Note would otherwise fall on a day that is not a
Business  Day, such  date  shall be extended to the next succeeding Business
Day, and  interest shall be payable for any principal so extended for the period
of such extension.

          (b)  Pro Rata Treatment.  Except to the extent otherwise provided
herein: (i) each advance of a Loan from the Lenders under Section 2.1 shall be
made from the  Lenders,  and any termination of the obligation to make an
advance  of  the Loans  shall be applied to the respective Commitments of the
Lenders,  pro  rata according  to  the  amounts  of  their respective
Commitments;  (ii)  except  as otherwise  provided in Section 3.6(d), Loans
shall be allocated pro  rata  among the  Lenders  according to the amounts of
their respective Commitments  (in  the case  of  the  making  of  Loans) or
their respective  Loans  (in  the  case  of Conversions  or  Continuations of
Loans); (iii) each payment  or  prepayment  of principal of Loans by the
Borrowers shall be made for account of the Lenders pro rata  in  accordance with
the respective unpaid principal amounts of  the  Loans held  by them; and (iv)
each payment of interest on Loans by the Borrowers shall be  made  for account
of the Lenders pro rata in accordance with the amounts  of interest on such
Loans then due and payable to the respective Lenders.

          (c)   Non-Receipt  of Funds by the Administrative Agent.   Unless  the
Administrative Agent shall have been notified by a Lender or the  Borrowers  (in
either  case,  the  "Payor") prior to the date on which the  Payor  is  to  make
payment to the Administrative Agent of (in the case of a Lender) the proceeds of
a  Loan to be made by such Lender hereunder or (in the case of the Borrowers)  a
payment  to  the  Administrative Agent for account of any Lender  hereunder  (in
either  case,  such payment being herein called the "Required  Payment"),  which
notice  shall be effective upon receipt, that the Payor does not intend to  make
the  Required Payment to the Administrative Agent, the Administrative Agent  may
assume  that the Required Payment has been made and may, in reliance  upon  such
assumption (but shall not be required to), make the amount thereof available  to
the  intended recipient(s) on such date; and, if the Payor has not in fact  made
the  Required  Payment  to the Administrative Agent, the  recipient(s)  of  such
payment  shall, on demand, repay to the Administrative Agent the amount so  made
available  together  with interest thereon in respect of  each  day  during  the
period  commencing  on the date (the "Advance Date") such  amount  was  so  made
available  by  the Administrative Agent until the date the Administrative  Agent
recovers such amount at a rate per annum equal to (i) the Federal Funds Rate for
such day in the case of payments returned to the Administrative Agent by any  of
the  Lenders or (ii) the applicable interest rate due hereunder with respect  to
payments  returned  by the Borrowers to the Administrative Agent  and,  if  such
recipient(s) shall fail promptly to make such payment, the Administrative  Agent
shall  be  entitled to recover such amount, on demand, from the Payor,  together
with  interest as aforesaid, provided that if neither the recipient(s)  nor  the
Payor shall return the Required Payment to the Administrative Agent within three
(3)  Business Days of the Advance Date, then, retroactively to the Advance Date,
the  Payor and the recipient(s) shall each be obligated to pay interest  on  the
Required Payment as follows:

          (A)   if the Required Payment shall represent a payment to be made  by
Borrower  to  the  Lenders,  the Borrowers and the recipient(s)  shall  each  be
obligated  retroactively to the Advance Date to pay interest in respect  of  the
Required  Payment at the Default Rate (without duplication of the obligation  of
the  Borrowers under Section 3.1(a) to pay interest on the Required  Payment  at
the  Default  Rate), it being understood that the return by the recipient(s)  of
the Required Payment to the Administrative Agent shall not limit such obligation
of  the  Borrowers under Section 3.1(a) to pay interest at the Default  Rate  in
respect of the Required Payment, and

          (B)  if the Required Payment shall represent proceeds of a Loan to  be
made by the Lenders to the Borrowers, the Payor and the Borrowers shall each  be
obligated  retroactively to the Advance Date to pay interest in respect  of  the
Required Payment pursuant to whichever of the rates specified in Section  3.1(a)
is  applicable to the Type of such Loan, it being understood that the return  by
the  Borrowers  of the Required Payment to the Administrative  Agent  shall  not
limit  any  claim  the Borrowers may have against the Payor in respect  of  such
Required Payment.

          (d)  Sharing of Payments, Etc.

          (i)  Right of Set-off.  The Borrowers agree that, in addition to (and
without limitation of) any right of set-off, banker's lien or counterclaim a
Lender  may otherwise  have,  each Lender shall be entitled, at its option (to
the  fullest extent  permitted by law), to set off and apply any deposit
(general or special, time or demand, provisional or final), or other indebt-
edness, held by it for the credit  or  account  of  the Borrowers at any of its
offices  (other  than  the retirement   accounts  listed  on  Schedule  3.5(d)
or  otherwise  specifically designated in writing by Borrowers to Administrative
Agent from time  to  time), in Dollars or in any other currency, against any
principal of or interest on any of  such  Lender's  Loans or any other amount
payable to such Lender  hereunder, that  is  not  paid  when  due  (regardless
of whether  such  deposit  or  other indebtedness  is  then due to the
Borrowers), in which case  it  shall  promptly notify  the Borrowers and the
Administrative Agent thereof, provided  that  such Lender's failure to give
such notice shall not affect the validity thereof.

          (ii) Sharing.  If any Lender shall obtain from the Borrowers payment
of any principal of or interest on any Loan owing to it or payment of any other
amount under  this  Agreement or any other Loan Document through the  exercise
of  any right  of  set-off, banker's lien or counterclaim or similar right or
otherwise (other  than from the Administrative Agent as provided herein), and,
as a result of  such  payment, such Lender shall have received a greater
percentage  of  the principal  of or interest on the Loans or such other amounts
then due  hereunder or  thereunder by the Borrowers to such Lender than the
percentage  received  by any   other  Lender,  it  shall  promptly  purchase
from  such  other   Lenders participations  in  (or, if and to the extent
specified by such  Lender, direct interests in) the Loans or such other amounts,
respectively, owing to such other Lenders  (or  in interest due thereon, as the
case may be) in such amounts,  and make such other adjustments from time to time
as shall be equitable, to the  end that all the Lenders shall share the benefit
of such excess payment (net of  any expenses  that  may be incurred by such
Lender in obtaining or  preserving  such excess  payment)  pro  rata in
accordance with the unpaid  principal  of  and/or interest on the Loans or such
other amounts, respectively, owing to each of  the Lenders.   To such end all
the Lenders shall make appropriate adjustments  among themselves  (by the
resale of participations sold or otherwise) if such  payment is rescinded or
must otherwise be restored.

          (iii)  Consent by Borrowers.  The Borrowers agree that any Lender so
purchasing such a participation (or direct interest) may exercise all rights  of
set-off,  banker's  lien, counterclaim or similar rights with  respect  to  such
participation as fully as if such Lender were a direct holder of Loans or  other
amounts  (as  the  case  may be) owing to such Lender  in  the  amount  of  such
participation.

          (iv) Rights of Lenders; Bankruptcy.  Nothing contained herein shall
require anyLender  to  exercise any such right or shall affect the right of any
Lender  to exercise, and retain the benefits of exercising, any such right with
respect  to any other indebtedness or obligation of the Borrowers.  If, under
any applicable bankruptcy, insolvency or other similar law, any Lender receives
a secured claim in lieu of a set-off to which this Section 3.5(d) applies, such
Lender shall, to the extent practicable, exercise its rights in respect of such
secured claim  in a  manner consistent with the rights of the Lenders entitled
under this  Section 3.5(d) to share in the benefits of any recovery on such
secured claim.

          3.6  Yield Protection; Etc.

          (a)  Additional Costs.

          (i)  Costs of Making or Maintaining Eurodollar Loans.  The Borrowers
shall pay directly  to  each  Lender from time to time such amounts  as  such
Lender  may determine  to  be  necessary to compensate such Lender for any costs
that  such Lender  determines  are  attributable  to  its  making  or maintain-
ing  of  any Eurodollar  Loans or its obligation to make any Eurodollar Loans
hereunder,  or any  reduction in any amount receivable by such Lender hereunder
in  respect  of any of such Loans or such obligation (such increases in costs
and reductions  in amounts  receivable being herein called "Additional Costs"),
resulting from  any Regulatory Change that:

               (A)  shall  subject such Lender (or its Applicable Lending Office
                    for  any of such Loans) to any tax, duty or other charge  in
                    respect  of such Loans or its Note or changes the  basis  of
                    taxation  of any amounts payable to such Lender  under  this
                    Agreement  or  its  Note in respect of  any  of  such  Loans
                    (excluding  changes in the rate of tax on  the  overall  net
                    income  of such Lender or of such Applicable Lending  Office
                    by  the  jurisdiction in which such Lender has its principal
                    office or such Applicable Lending Office); or

               (B)  imposes  or modifies any reserve, special deposit or similar
                    requirements (other than the Reserve Requirement used in the
                    determination  of the Adjusted Libor Rate for  any  Interest
                    Period  for such Loan) relating to any extensions of  credit
                    or   other  assets  of,  or  any  deposits  with  or   other
                    liabilities  of, such Lender (including, without limitation,
                    any  of  such  Loans  or any deposits  referred  to  in  the
                    definition of "Libor Base Rate"), or any commitment of  such
                    Lender  (including, without limitation,  the  Commitment  of
                    such Lender hereunder); or

               (C)  imposes any other condition affecting this Agreement or  its
                    Note (or any of such extensions of credit or liabilities) or
                    its Commitment.

If any Lender requests compensation from the Borrowers under this paragraph (i),
the  Borrowers  may, by notice to such Lender (with a copy to the Administrative
Agent),  suspend  the obligation of such Lender thereafter to make  or  Continue
Eurodollar  Loans,  or  to  Convert  Loans  into  Eurodollar  Loans,  until  the
Regulatory Change giving rise to such request ceases to be in effect  (in  which
case  the provisions of Section 3.6(d) shall be applicable), provided that  such
suspension shall not affect the right of such Lender to receive the compensation
so requested.

          (ii) Costs Attributable to Regulatory Change or Risk-Based Capital
Guidelines. Without  limiting the effect of the foregoing provisions of this
Section  3.6(a) (but  without duplication), the Borrowers shall pay directly to
each Lender from time  to  time  on  request  such amounts as such Lender  may
determine  to  be necessary  to compensate such Lender (or, without duplication,
the bank  holding company  of  which such Lender is a subsidiary) for any costs
that it determines are  attributable  to the maintenance by such Lender (or any
Applicable  Lending Office  or such bank holding company), pursuant to any law
or regulation or  any interpretation, directive or request having the force of
law) of  any  court  or governmental   or   monetary  or  other  regulatory   or
governing authority (A)  following any Regulatory Change or (B) implementing any
risk-based  capital guideline or other requirement having the force of law
hereafter issued  by  any government  or  governmental  or supervisory or other
regulatory  or  governing authority  implementing at the national level the
Basle Accord,  of  capital  in respect  of  its  Commitment  or Loans (such
compensation  to  include,  without limitation, an amount equal to any reduction
of the rate of return on assets  or equity  of  such Lender (or any Applicable
Lending Office or such  bank  holding company)  to  a  level below that which
such Lender (or any  Applicable  Lending Office  or  such  bank holding
company) could have achieved but  for  such  law, regulation, interpretation,
directive or request.

          (iii)   Notification and Certification.  Each Lender shall notify the
Borrowers of any event occurring after the date hereof entitling such Lender to
compensation under paragraph (i) or (ii) of this Section 3.6(a) as promptly as
practicable, but in any event within 45 days, after such Lender obtains actual
knowledge thereof; provided that (i) if any Lender fails to give such notice
within 45 days after it obtains actual knowledge of such an event, such Lender
shall, with respect to compensation payable pursuant to this Section 3.6(a) in
respect of any costs resulting from such event, only be entitled to payment
under this Section 3.6(a) for costs incurred from and after the date 45 days
prior to the date that such Lender does give such notice and (ii) each Lender
will designate a different Applicable Lending Office for the Loans of such
Lender affected by such event if such designation will avoid the need for, or
reduce the amount of, such compensation and will not, in the sole opinion of
such Lender, be disadvantageous to such Lender, except that such Lender shall
have no obligation to designate an Applicable Lending Office located in the
United States of America.  Each Lender will furnish to the Borrowers a
certificate setting forth the basis and amount of each request by such Lender
for compensation under paragraph (i) or (ii) of this Section 3.6(a).
Determinations and allocations by any Lender for purposes of this Section 3.6(a)
of the effect of any Regulatory Change pursuant to paragraph (i) of this Section
3.6(a), or of the effect of capital maintained pursuant to paragraph (ii) of
this Section 3.6(a), on its costs or rate of return of maintaining Loans or its
obligation to make Loans, or on amounts receivable by it in respect of Loans,
and of the amounts required to compensate such Lender under this Section 3.6(a),
shall be conclusive, provided that such determinations and allocations are made
on a reasonable basis.

          (b)   Limitation on Types of Loans.  Anything herein to  the  contrary
notwithstanding, if, on or prior to the determination of the Libor Base Rate for
any Interest Period for any Eurodollar Loan:

          (i)  the Administrative Agent determines, which determination shall be
conclusive, that quotations of interest rates for the relevant deposits referred
to  in  the definition of Libor Base Rate are not being provided in the relevant
amounts  or  for  the relevant maturities for purposes of determining  rates  of
interest for Eurodollar Loans as provided herein; or

          (ii) the Majority Lenders determine, which determination shall be con-
clusive, and notify the Administrative Agent that the relevant rates of interest
referred to  in  the  definition of Libor Base Rate upon the basis of which the
rate  of interest  for Eurodollar Loans for such Interest Period is to be de-
termined  are not likely adequately to cover the cost to such Lenders of making
or maintaining Eurodollar Loans for such Interest Period;

then  the  Administrative Agent shall give the Borrowers and each Lender  prompt
notice  thereof  and, so long as such condition remains in effect,  the  Lenders
shall  be  under no obligation to make additional Eurodollar Loans, to  Continue
Eurodollar  Loans  or to Convert Loans of any other Type into Eurodollar  Loans,
and  the  Borrowers  shall,  on the last day(s) of  the  then  current  Interest
Period(s) for the outstanding Eurodollar Loans, either prepay such Loans or such
Loans shall be automatically Converted into Alternate Base Rate Loans.

          (c)    Illegality.   Notwithstanding  any  other  provision  of   this
Agreement,  in  the  event  that  it becomes unlawful  for  any  Lender  or  its
Applicable Lending Office to honor its obligation to make or maintain Eurodollar
Loans hereunder (and, in the sole opinion of such Lender, the designation  of  a
different Applicable Lending Office would either not avoid such unlawfulness  or
would be disadvantageous to such Lender), then such Lender shall promptly notify
the  Borrowers  thereof  (with  a  copy to the Administrative  Agent)  and  such
Lender's  obligation to make or Continue, or to Convert Loans of any other  Type
into,  Eurodollar Loans shall be suspended until such time as  such  Lender  may
again  make  and  maintain Eurodollar Loans (in which  case  the  provisions  of
Section 3.6(d) shall be applicable).

          (d)  Treatment of Affected Loans.  If the obligation of any Lender  to
make  Eurodollar Loans or to Continue, or to Convert Alternate Base  Rate  Loans
into,  Eurodollar Loans shall be suspended pursuant to Section 3.6(a) or 3.6(c),
such  Lender's Loans shall be automatically Converted into Alternate  Base  Rate
Loans  on the last day(s) of the then current Interest Period(s) for Loans  (or,
in  the  case of a Conversion resulting from a circumstance described in Section
3.6(c), on such earlier date as such Lender may specify to the Borrowers with  a
copy to the Administrative Agent) and, unless and until such Lender gives notice
as  provided below that the circumstances specified in Section 3.6(a) or  3.6(c)
that gave rise to such Conversion no longer exist:

          (i)  to the extent that such Lender's Loans have been so Converted,
all payments and  prepayments of principal that would otherwise be applied to
such  Lender's Loans shall be applied instead to its Alternate Base Rate Loans;
and

          (ii) all Loans that would otherwise be made or Continued by such
Lender as Eurodollar  Loans  shall  be made or Continued instead as  Alternate
Base  Rate Loans,  and  all  Loans of such Lender that would otherwise  be
Converted  into Eurodollar Loans shall remain as Alternate Base Rate Loans.

If  such  Lender gives notice to the Borrowers with a copy to the Administrative
Agent  that  the circumstances specified in Section 3.6(a) or 3.6(c)  that  gave
rise to the Conversion of such Lender's Loans pursuant to this Section 3.6(d) no
longer  exist  (which such Lender agrees to do promptly upon such  circumstances
ceasing  to  exist)  at a time when Eurodollar Loans made by other  Lenders  are
outstanding,  such  Lender's Alternate Base Rate Loans  shall  be  automatically
Converted,  on  the first day(s) of the next succeeding Interest  Period(s)  for
such outstanding Eurodollar Loans, to the extent necessary so that, after giving
effect thereto, all Alternate Base Rate Loans and Eurodollar Loans are allocated
among  the Lenders ratably (as to principal amounts, Types and Interest Periods)
in accordance with their respective Commitments.

          (e)   Compensation.   the  Borrowers shall pay to  the  Administrative
Agent  for  account of each Lender, upon the request of such Lender through  the
Administrative  Agent,  such amount or amounts as shall be  sufficient  (in  the
reasonable  opinion  of  such Lender) to compensate it for  any  loss,  cost  or
expense that such Lender determines is attributable to:

          (i)  any payment, prepayment or Conversion of a Eurodollar Loan made
by such Lender  for any reason (including, without limitation, the acceleration
of the Loans pursuant to the Administrative Agent's or the Lenders' rights
referred  to in  Section 9) on a date other than the last day of the Interest
Period for such Loan; or

          (ii) any failure by the Borrowers for any reason to borrow a Euro-
dollar Loan from such Lender on the date for such borrowing specified in the
relevant notice of  borrowing given to the Administrative Agent in accordance
with the terms  of this Agreement.

Without  limiting the effect of the preceding sentence, such compensation  shall
include  an  amount equal to the excess, if any, of (A) the amount  of  interest
that  otherwise  would have accrued on the principal amount  so  paid,  prepaid,
Converted  or  not  borrowed  for the period from  the  date  of  such  payment,
prepayment, Conversion or failure to borrow to the last day of the then  current
Interest  Period  for  such Loan (or, in the case of a failure  to  borrow,  the
Interest  Period for such Loan that would have commenced on the  date  specified
for  such  borrowing) at the applicable rate of interest for such Loan  provided
for herein over (B) the amount of interest that otherwise would have accrued  on
such principal amount at a rate per annum equal to the interest component of the
amount  such  Lender would have bid in the London interbank  market  for  Dollar
deposits  of  leading banks in amounts comparable to such principal  amount  and
with  maturities  comparable to such period (as reasonably  determined  by  such
Lender),  or if such Lender shall cease to make such bids, the equivalent  rate,
as reasonably determined by such Lender, derived from Page 3750 of the Dow Jones
Markets  (Telerate) Service or other publicly available source as  described  in
the definition of Libor Base Rate.

          (f)  U.S. Taxes.

          (i)  Gross-up for Deduction or Withholding of U.S. Taxes.  the
Borrowers agrees to  pay to each Lender that is not a U.S. Person such add-
itional amounts as  are necessary  in  order  that the net payment of any amount
due  to  such  non-U.S. Person hereunder after deduction for or withholding in
respect of any U.S. Taxes imposed  with respect to such payment (or in lieu
thereof, payment of such  U.S. Taxes  by such non-U.S. Person), will not be less
than the amount stated  herein to  be then due and payable, provided that the
foregoing obligation to pay  such additional amounts shall not apply:

               (A)  to  any  payment to any Lender hereunder unless such  Lender
                    is,  on  the date hereof (or on the date it becomes a Lender
                    hereunder as provided in Section 11.19) and on the  date  of
                    any  change in the Applicable Lending Office of such Lender,
                    either  entitled  to submit a Form W-BEN (relating  to  such
                    Lender  and  entitling  it  to  a  complete  exemption  from
                    withholding  on all interest to be received by it  hereunder
                    in  respect  of the Loans) or Form W-8ECI (relating  to  all
                    interest to be received by such Lender hereunder in  respect
                    of the Loans), or

               (B)  to any U.S. Taxes imposed solely by reason of the failure by
                    such    non-U.S.   Person   to   comply   with    applicable
                    certification, information, documentation or other reporting
                    requirements concerning the nationality, residence, identity
                    or connections with the United States of America of such
                    non- U.S.  Person  if such compliance is required by statute
                    or regulation of the United States of America as a pre-
                    condition to relief or exemption from such U.S. Taxes.

For the purposes hereof, (1) "U.S. Person" means a citizen, national or resident
of  the  United  States  of America, a corporation, limited  liability  company,
partnership  or other entity created or organized in or under any  laws  of  the
United  States of America or any State thereof, or any estate or trust  that  is
subject  to Federal income taxation regardless of the source of its income,  (2)
"U.S. Taxes" means any present or future tax, assessment or other charge or levy
imposed  by or on behalf of the United States of America or any taxing authority
thereof or therein, (3) "Form W-8BEN" means Form W-8BEN of the Department of the
Treasury of the United States of America and (4) "Form W-8ECI" means Form W-8ECI
of  the Department of the Treasury of the United States of America.  Each of the
Forms  referred  to  in  the foregoing clauses (C) and (D)  shall  include  such
successor and related forms as may from time to time be adopted by the  relevant
taxing authorities of the United States of America to document a claim to  which
such Form relates.

          (ii) Evidence of Deduction, Etc.  Within 30 days after paying any
amount to the Administrative Agent or any Lender from which it is required by
law to make  any deduction  or  withholding, and within 30 days after it is re-
quired  by  law  to remit  such  deduction or withholding to any relevant taxing
or other authority, the Borrowers shall deliver to the Administrative Agent for
delivery to such non-U.S.  Person evidence satisfactory to such Person of such
deduction, withholding or payment (as the case may be).

          (g)   Replacement  of  Lenders.  If any Lender  requests  compensation
pursuant  to  Section 3.6(a) or 3.6(f), or any Lender's obligation  to  Continue
Loans  of any Type, or to Convert Loans of any Type into the other Type of Loan,
shall  be  suspended  pursuant to Section 3.6(b)  or  3.6(c)  (any  such  Lender
requesting  such  compensation, or whose obligations  are  so  suspended,  being
herein  called  a "Requesting Lender"), the Borrowers, upon three Business  Days
notice, may require that such Requesting Lender transfer all of its right, title
and  interest under this Agreement and such Requesting Lender's Note to any bank
or other financial institution (a "Proposed Lender") identified by the Borrowers
that  is  satisfactory to the Administrative Agent (i) if such  Proposed  Lender
agrees to assume all of the obligations of such Requesting Lender hereunder, and
to  purchase  all of such Requesting Lender's Loans hereunder for  consideration
equal  to the aggregate outstanding principal amount of such Requesting Lender's
Loans,  together  with  interest thereon to the date of such  purchase  (to  the
extent  not paid by the Borrowers), and satisfactory arrangements are  made  for
payment  to  such  Requesting Lender of all other amounts  accrued  and  payable
hereunder  to such Requesting Lender as of the date of such transfer  (including
any  fees accrued hereunder and any amounts that would be payable under  Section
3.6(e) as if all of such Requesting Lender's Loans were being prepaid in full on
such  date),  and  (ii)  if  such Requesting Lender has  requested  compensation
pursuant to Section 3.6(a) or 3.6(f), such Proposed Lender's aggregate requested
compensation, if any, pursuant to Section 3.6(a) or 3.6(f) with respect to  such
Requesting Lender's Loans is lower than that of the Requesting Lender.   Subject
to  the provisions of Section 11.19(b), such Proposed Lender shall be a "Lender"
for  all  purposes hereunder.  Without prejudice to the survival  of  any  other
agreement  of the Borrowers hereunder, the agreements of the Borrowers contained
in Sections 3.6(a), 3.6(f) and 11.5 (without duplication of any payments made to
such  Requesting Lender by the Borrowers or the Proposed Lender)  shall  survive
for the benefit of such Requesting Lender under this Section 3.6(g) with respect
to the time prior to such replacement.

          3.7   Reserves.   The Borrowers shall at all times maintain  with  the
Administrative  Agent such reserves and in such amounts as are required  by  the
Reserve Agreement  (the "Reserves").  In furtherance of the foregoing and not by
way  of limitation thereof, the Borrowers shall pay to the Administrative  Agent
on  each Payment Date (a) one-twelfth of an amount which would be sufficient  to
pay  the  real  property taxes and assessments applicable to  the  Secured  Line
Properties  payable,  or estimated by the Administrative Agent  to  be  payable,
during the next ensuing twelve (12) months, and (b) following the occurrence and
continuance  of  an  Event  of Default or failure to pay  a  required  Insurance
Premium, one-twelfth of an amount which would be sufficient to pay the Insurance
Premiums  due for the renewal of the coverage afforded by the Insurance Policies
upon  the  expiration thereof.  If the Reserves are not sufficient  to  pay  the
items  set  forth above, the Borrowers shall promptly pay to the  Administrative
Agent,   within  five  (5)  days  of  demand  therefor,  an  amount  which   the
Administrative  Agent shall reasonably estimate as sufficient  to  make  up  the
deficiency.   The Administrative Agent shall hold all Reserves  in  an  interest
bearing escrow account bearing interest at a money-market rate as determined  by
the  Administrative Agent.  All interest earned on the Reserves shall  be  added
back  into the Reserves.  The Administrative Agent shall not be responsible  for
any  losses  resulting from the investment of the Reserves or for obtaining  any
specific level or percentage of earnings on such investments.


                   SECTION 4.  REPRESENTATIONS AND WARRANTIES

          Each  Borrower  hereby represents and warrants to  the  Administrative
Agent and the Lenders that:

          4.1  Financial Condition.  (a)  The consolidated balance sheet of each
Borrower  and  its  consolidated Subsidiaries as of December 31,  1999  and  the
related consolidated statements of income and of cash flows for the fiscal  year
ended  on  such date, reported on by such Borrower's accounting firm, copies  of
which  have heretofore been furnished to the Administrative Agent, are  complete
and  correct  and  present fairly the consolidated financial condition  of  each
Borrower and its consolidated Subsidiaries as of such date, and the consolidated
results  of  their operations and their consolidated cash flows for  the  fiscal
year then ended.  The unaudited consolidated balance sheet of each Borrower  and
its consolidated Subsidiaries as at September 30, 2000 and the related unaudited
consolidated  statements of income and of cash flows for the  nine-month  period
ended  on  such date, certified by a Responsible Officer, copies of  which  have
heretofore been furnished to the Administrative Agent, are complete and  correct
and present fairly the consolidated financial condition of each Borrower and its
consolidated Subsidiaries as at such date, and the consolidated results of their
operations  and  their  consolidated cash flows for the nine-month  period  then
ended  (subject  to  normal  year-end audit adjustments).   All  such  financial
statements,  including  the  related schedules  and  notes  thereto,  have  been
prepared  in  accordance with GAAP applied consistently throughout  the  periods
involved.  Neither the Borrowers nor any of their consolidated Subsidiaries had,
at  the  date  of the most recent balance sheet referred to above, any  material
Guarantee  Obligation,  contingent liability or  liability  for  taxes,  or  any
long-term  lease or unusual forward or long-term commitment, including,  without
limitation,  any interest rate or foreign currency swap or exchange  transaction
or  other  financial  derivative,  which  is  not  reflected  in  the  foregoing
statements or in the notes thereto.  During the period from September  30,  2000
to  and  including  the date hereof there has been no sale,  transfer  or  other
disposition  by  such  Borrower or any of its consolidated Subsidiaries  of  any
material  part of its business or property and no purchase or other  acquisition
of  any  business or property (including any Capital Stock of any other  Person)
material  in  relation to the consolidated financial condition of such  Borrower
and its consolidated Subsidiaries at September 30, 2000.

          (b)   No Borrower is contemplating either the filing of a petition  by
it  under  state or federal bankruptcy or insolvency laws or the liquidation  of
all  or a major portion of its assets or property, and no Borrower has knowledge
of any Person contemplating the filing of any such petition against it.

          4.2  No Change.  Since December 31, 1999 there has been no development
or  event  which  has  had or could reasonably be expected to  have  a  Material
Adverse Effect.

          4.3   Existence;  Compliance with Law; Single Purpose Entities.   Each
Borrower (a) is duly organized, validly existing and in good standing under  the
laws  of  the jurisdiction of its organization, (b) has the power and authority,
and  the legal right, to own and operate its property, to lease the property  it
operates as lessee and to conduct the business in which it is currently engaged,
(c)  is  duly qualified as a foreign partnership and in good standing under  the
laws of each jurisdiction where its ownership, lease or operation of property or
the  conduct  of  its  business  requires such  qualification,  and  (d)  is  in
compliance with all Requirements of Law except to the extent that the failure to
comply  therewith could not, in the aggregate, reasonably be expected to have  a
Material  Adverse Effect.  Each Borrower other than the REIT and  the  Operating
Partnership  is  and has at all times since its formation been a Single  Purpose
Entity.

          4.4  Power; Authorization; Enforceable Obligations.  Each Borrower has
the  power and authority, and the legal right, to make, deliver and perform  the
Loan  Documents  and to borrow hereunder and has taken all necessary  action  to
authorize the borrowings on the terms and conditions of this Agreement  and  the
Notes  and  to  authorize the execution, delivery and performance  of  the  Loan
Documents to which it is a party.  No consent or authorization of, filing  with,
notice  to or other act by or in respect of, any Governmental Authority  or  any
other Person is required in connection with the borrowings hereunder or with the
execution,  delivery,  performance,  validity  or  enforceability  of  the  Loan
Documents to which it is a party.  This Agreement has been, and each other  Loan
Document  to which it is a party will be, duly executed and delivered on  behalf
of  such Borrower.  This Agreement constitutes, and each other Loan Document  to
which  it is a party when executed and delivered will constitute, a legal, valid
and  binding  obligation of such Borrower enforceable against such  Borrower  in
accordance  with  its  terms, subject to the effects of bankruptcy,  insolvency,
fraudulent  conveyance,  reorganization,  moratorium  and  other  similar   laws
relating   to  or  affecting  creditors'  rights  generally,  general  equitable
principles  (whether considered in a proceeding in equity  or  at  law)  and  an
implied covenant of good faith and fair dealing.

          4.5   No  Legal Bar.  The execution, delivery and performance  of  the
Loan  Documents to which each Borrower is a party, the borrowings hereunder  and
the  use  of  the proceeds thereof will not violate any Requirement  of  Law  or
Contractual Obligation of such Borrower and will not result in, or require,  the
creation or imposition of any Lien on any of its properties or revenues pursuant
to  any  such  Requirement of Law or Contractual Obligation  (other  than  Liens
created  by  the  Security  Documents in favor of the Administrative  Agent,  on
behalf of Lenders).

          4.6  No Material Litigation.  To the best of each Borrower's knowledge
and  except  as  set  forth  on Schedule 4.6 of this Agreement,  no  litigation,
investigation  or  proceeding  of  or  before  any  arbitrator  or  Governmental
Authority  is  pending or, to the knowledge of each Borrower, threatened  by  or
against  such Borrower or against any of its properties or revenues which  could
reasonably be expected to have a Material Adverse Effect.

          4.7   No Default.  No Borrower is in default under or with respect  to
any  of  its  Contractual Obligations in any respect which could  reasonably  be
expected to have a Material Adverse Effect.  No Default or Event of Default  has
occurred and is continuing.

          4.8  Ownership of Property; Liens.  (a)  Each Borrower has good record
and marketable title in fee simple to, or a valid leasehold interest in, each of
its  Secured  Line Properties, and good title to, or a valid leasehold  interest
in,  all  its  other property.  None of the Collateral is subject  to  any  Lien
except  for  the  Security  Documents.  Each  Mortgage  creates  (and  upon  the
recordation  thereof  and  of any related financing  statements  there  will  be
perfected)  (i)  a  valid  Lien on the Secured Line  Property  covered  by  such
Mortgage  and (ii) security interests in and to, and collateral assignments  of,
all  personality  (including  the leases), all  in  accordance  with  the  terms
thereof.   To  the best of each Borrower's knowledge, there are  no  claims  for
payment  for  work,  labor  or  materials affecting  any  of  the  Secured  Line
Properties  which are or may become a Lien prior to, or of equal priority  with,
the Liens created by the Security Documents.

          (b)   Each  of  the Secured Line Properties has rights  of  access  to
public  ways  and is served by adequate water, sewer, sanitary sewer  and  storm
drain  facilities.  Except as may be shown on the applicable survey, all  public
utilities  necessary or convenient to the full use and enjoyment of the  Secured
Line  Properties  are located in the public right-of-way abutting  each  of  the
Secured Line Properties, and all such utilities are connected so as to serve the
Secured  Line  Properties  without passing over other property,  except  to  the
extent  such other property is subject to a perpetual easement for such  utility
benefiting  each  of the Secured Line Properties.  All roads necessary  for  the
full  utilization of each of the Secured Line Properties for its current purpose
have  been completed and have been dedicated to public use and accepted  by  all
governmental authorities.

          4.9   Intellectual Property.  Each Borrower owns, or  is  licensed  to
use,  all trademarks, tradenames, copyrights, technology, know-how and processes
necessary  for  the  conduct of its business as currently conducted  except  for
those  the  failure to own or license which could not reasonably be expected  to
have a Material Adverse Effect (the "Intellectual Property").  No claim has been
asserted and is pending by any Person challenging or questioning the use of  any
such  Intellectual  Property  or  the validity  or  effectiveness  of  any  such
Intellectual  Property, nor does such Borrower know of any valid basis  for  any
such  claim.   The use of such Intellectual Property by such Borrower  does  not
infringe  on  the rights of any Person, except for such claims and infringements
that,  in  the  aggregate, could not reasonably be expected to have  a  Material
Adverse Effect.

          4.10 No Burdensome Restrictions.  No presently existing Requirement of
Law  or  existing  Contractual Obligation of any Borrower  could  reasonably  be
expected to have a Material Adverse Effect.

          4.11  Taxes.   Each Borrower has filed or caused to be filed  all  tax
returns  which are required to be filed and has paid all taxes shown to  be  due
and  payable on said returns or on any assessments made against it or any of its
property and all other taxes, fees or other charges imposed on it or any of  its
property by any Governmental Authority (other than any the amount or validity of
which are currently being contested in good faith by appropriate proceedings and
with respect to which reserves in conformity with GAAP have been provided on the
books  of  such Borrower); no tax Lien has been filed, and, to the knowledge  of
each Borrower, no claim is being asserted, with respect to any such tax, fee  or
other charge.

          4.12  Federal Regulations.  No part of the proceeds of the Loans  will
be  used  for  "purchasing" or "carrying" any "margin stock" in  a  manner  that
violates  in any respect Regulation T, U or X of the Board of Governors  of  the
Federal Reserve System as now and from time to time hereafter in effect, or  for
any  purpose which violates, or which would be inconsistent with, the provisions
of   the  regulations  of  such  Board  of  Governors.   If  requested  by   the
Administrative Agent, the Borrowers will furnish to the Administrative  Agent  a
statement to the foregoing effect in conformity with the requirements of FR Form
G-1 or FR Form U-1 referred to in said Regulation G or Regulation U, as the case
may be.

          4.13 ERISA.  (a)  No Borrower or any of its Subsidiaries has taken any
action  which would cause it to become an "employee benefit plan" as defined  in
Section  3(3) of ERISA, or a "governmental plan" as defined in Section 3(32)  of
ERISA, or a "plan" as defined in Section 4975(e)(1) of the Code, or which  would
cause its assets  to become "plan assets" as defined in 29 C.F.R. Section
2510.3-101.

          4.14 Investment Company Act; Other Regulations.  No Borrower is (a) an
investment  company",  or  a company "controlled" by  an  "investment  company",
within  the  meaning of the Investment Company Act of 1940, as  amended;  (b)  a
"holding  company"  or  a  "subsidiary company" of a  "holding  company"  or  an
"affiliate" of either a "holding company" or a "subsidiary company"  within  the
meaning  of  the  Public Utility Holding Company Act of  1935,  as  amended;  or
(c)  subject  to any other federal or state law or regulation which purports  to
restrict or regulate its ability to borrow money.

          4.15 Security Documents.  The provisions of each Security Document are
effective to create in favor of the Administrative Agent (on behalf of  Lenders)
a  legal,  valid  and  enforceable security interest in  all  right,  title  and
interest of each Borrower thereto in the "Collateral" described therein.

          4.16  Accuracy  and  Completeness of Information.   (a)   All  factual
information,  reports and other papers and data with respect  to  each  Borrower
(other   than   projections)   furnished,  and  all   factual   statements   and
representations  made,  to  the  Administrative Agent  and/or  Lenders  by  such
Borrower,  or  on behalf of such Borrower, were, at the time the  same  were  so
furnished  or made, when taken together with all such other factual information,
reports  and  other papers and data previously so furnished and all  such  other
factual  statements and representations previously so made, complete and correct
in  all  material  respects, to the extent necessary to give the  Administrative
Agent  and the Lenders true and accurate knowledge of the subject matter thereof
in  all  material  respects, and did not, as of the date so furnished  or  made,
contain  any  untrue statement of a material fact or omit to state any  material
fact  necessary in order to make the statements contained therein not misleading
in light of the circumstances in which the same were made.

          (b)  All projections with respect to each Borrower furnished by or on
behalf of such  Borrower to the Administrative Agent were prepared and presented
in  good faith  by or on behalf of such Borrower.  No fact is known to any
Borrower which materially and adversely affects or in the future is reasonably
likely  (so  far as such Borrower can reasonably foresee) to have a Material
Adverse Effect which has not been set forth in the financial statements referred
to in Section 4.1 or in  such information, reports, papers and data or otherwise
disclosed in writing to the Lender prior to the date hereof.

          4.17  Labor  Relations.  No Borrower is engaged in  any  unfair  labor
practice  which could reasonably be expected to have a Material Adverse  Effect.
There  is  (a)  no  unfair  labor practice complaint pending  or,  to  the  best
knowledge of each Borrower, threatened against such Borrower before the National
Labor  Relations  Board which could reasonably be expected to  have  a  Material
Adverse  Effect  and no grievance or arbitration proceeding arising  out  of  or
under  a  collective  bargaining agreement is so pending or threatened;  (b)  no
strike, labor dispute, slowdown or stoppage pending or, to the best knowledge of
each Borrower, threatened against such Borrower; and (c) no union representation
question  existing with respect to the employees of such Borrower and  no  union
organizing activities are taking place with respect to any thereof.

          4.18  Solvency.   On  the  date hereof, after  giving  effect  to  the
consummation of the transactions contemplated by the Loan Documents to occur  on
the  date hereof and to the incurrence of all indebtedness and obligations being
incurred on or prior to such date in connection herewith and therewith, (a)  the
amount  of the "present fair saleable value" of the assets of the Borrowers  and
their  Subsidiaries, taken as a whole, will, as of such date, exceed the  amount
of  all "liabilities of the Borrowers, and their Subsidiaries, taken as a whole,
contingent  or otherwise", as of such date, as such quoted terms are  determined
in accordance with applicable federal and state laws governing determinations of
the insolvency of debtors, (b) the present fair saleable value of the assets  of
the  Borrowers, and their Subsidiaries, taken as a whole, will, as of such date,
be  greater than the amount that will be required to pay the liabilities of  the
Borrowers,  and their Subsidiaries, taken as a whole, on their respective  debts
as  such debts become absolute and matured, (c) neither the Borrowers, nor their
Subsidiaries,  taken  as a whole, will have, as of such  date,  an  unreasonably
small  amount of capital with which to conduct their respective businesses,  and
(d) the Borrowers, and their Subsidiaries, taken as a whole, will be able to pay
their  respective  debts as they mature.  For purposes  of  this  Section  4.18,
"debt"  means  "liability on a claim", "claim" means any (i) right  to  payment,
whether  or  not such a right is reduced to judgment, liquidated,  unliquidated,
fixed,  contingent, matured, unmatured, disputed, undisputed, legal,  equitable,
secured  or  unsecured,  and (ii) right to an equitable  remedy  for  breach  of
performance if such breach gives rise to a right to payment, whether or not such
right  to an equitable remedy is reduced to judgment, fixed, contingent, matured
or unmatured, disputed, undisputed, secured or unsecured.

          4.19  Compliance  with Laws.  (a)  All of the Secured Line  Properties
and  their  use  comply  in  all material respects with  all  applicable  zoning
resolutions, building codes, fire safety, subdivision and other applicable laws,
rules  and  regulations  including,  without  limitation,  the  Americans   with
Disabilities Act.

          (b)   Each  Borrower has all requisite licenses, permits,  franchises,
qualifications,  certificates of occupancy or other governmental  authorizations
to  own, lease and operate each of its Secured Line Properties and carry on  its
business,  and  each  of the Secured Line Properties is in compliance  with  all
applicable  legal  requirements  and is free  of  structural  defects,  and  all
building  systems  contained  therein are in  good  working  order,  subject  to
ordinary  wear  and tear.  None of the Secured Line Properties  constitutes,  in
whole   or  in  part,  a  legally  non-conforming  use  under  applicable  legal
requirements.

          4.20  Condemnation.  No condemnation or eminent domain proceeding  has
been commenced, or to the knowledge of each Borrower, is threatened against  any
Secured Line Property.

          4.21 Brokers.  No Borrower has dealt with a financial advisor, broker,
underwriter,   placement  agent,  agent  or  finder  in  connection   with   the
transactions contemplated by this Agreement other than L. J. Melody  &  Company,
and  the  Borrowers are responsible for payment of all fees  of  L.J.  Melody  &
Company.   The  Borrowers hereby agree to indemnify and hold the  Administrative
Agent and the Lenders harmless from and against any and all claims, liabilities,
costs and expenses of any kind in any way relating to or arising from a claim by
any other Person that such Person acted on behalf of the Borrowers in connection
with  the transactions contemplated herein.  The Borrowers acknowledge  that  CB
Servicing, Inc., an affiliate of L.J. Melody & Company, or its predecessor,  has
entered  into  a subservicing agreement with respect to the Loans  and  that  CB
Servicing,  Inc. may receive a fee from the Administrative Agent  in  connection
therewith.  The provisions of this Section 4.21 shall survive the expiration and
termination  of  this  Agreement  and  the  payment  and  performance   of   the
Obligations.

          4.22 FIRPTA.  No Borrower is a "foreign person" within the meaning  of
Sections 1445 or 7701 of the Code.

          4.23 Purpose of Loans. The proceeds of the Loans shall be used by  the
Borrowers  to  repay existing debt under the Existing Secured  Credit  Line,  to
provide  financing or refinancing for the Borrowers' capital investment  in  the
Secured  Line Properties and/or for the Borrowers' investment, through  Borrower
Affiliates  or the Operating Partnership or their single-asset subsidiaries,  in
the  acquisition of regional shopping malls, for general corporate purposes, and
for  financing the construction of any expansion of any Secured Line Properties.
Unless the Construction Loan Requirements are satisfied none of the proceeds  of
the Loans will be used to pay for Construction Costs.

          4.24  No  Conflicts.  The execution, delivery and performance of  this
Agreement  and the other Loan Documents by the Borrowers will not conflict  with
or  result  in  a breach of any of the terms or provisions of, or  constitute  a
default  under, or result in the creation or imposition of any lien,  charge  or
encumbrance (other than pursuant to the Loan Documents) upon any of the property
or  assets  of  the Borrowers pursuant to the terms of any indenture,  mortgage,
deed  of  trust,  loan agreement, partnership agreement or  other  agreement  or
instrument  to which any Borrower is a party or by which any of such  Borrower's
property  or assets is subject, nor will such action result in any violation  of
the  provisions of any statute or any order, rule or regulation of any court  or
governmental  agency or body having jurisdiction over such Borrower  or  any  of
such  Borrower's properties or assets, and any consent, approval, authorization,
order, registration or qualification of or with any court or any such regulatory
authority  or  other  governmental agency or body required  for  the  execution,
delivery  and performance by such Borrower of this Agreement or any  other  Loan
Documents has been obtained and is in full force and effect.

          4.25  Taxes  and Assessments.  Each of the Secured Line Properties  is
comprised of one or more parcels, each of which constitutes a separate  tax  lot
and  none  of  which constitutes a portion of any other tax lot.  There  are  no
pending  or,  to best of each Borrower's knowledge, proposed, special  or  other
assessments  for  public improvements or otherwise affecting  the  Secured  Line
Properties, nor are there any presently contemplated improvements to the Secured
Line Properties that may result in such special assessments.

          4.26  Location  of  Borrowers.   The  Borrowers'  principal  place  of
business  and  chief  executive offices are located at  the  address  stated  in
Section 11.2.

          4.27 Forfeiture.  To the best of each Borrower's knowledge, there  has
not  been  committed  by the Borrowers or any other person in  occupancy  of  or
involved  with the operation or use of the Secured Line Properties  any  act  or
omission  affording the federal government or any state or local government  the
right  of forfeiture as against the Secured Line Properties or any part  thereof
or any monies paid in performance of the Borrowers' obligations under any of the
Loan Documents.

          4.28  Flood Zone.  No portion of the improvements comprising  each  of
the Secured Line Properties is located in an area identified by the Secretary of
Housing and Urban Development or any successor thereto as an area having special
flood  hazards pursuant to the National Flood Insurance Act of 1968,  the  Flood
Disaster Protection Act of 1973 or the National Flood Insurance Act of 1994,  as
amended,  or  any  successor  law, or, if located  within  any  such  area,  the
Borrowers  have obtained and will maintain the insurance prescribed  in  Section
6.5 hereof.

          4.29   No   Prior  Assignment.   There  are  no  presently   effective
assignments  of  the Leases or any portion of the Rents due and  payable  or  to
become due and payable which are presently outstanding or effective.

          4.30 Insurance.  The Borrowers have obtained and have delivered to the
Administrative  Agent certified copies of all insurance policies reflecting  the
insurance coverages, amounts and other requirements set forth in this Agreement.
No  claims  have  been made under any such insurance policies,  and  no  Person,
including the Borrowers, has done, by act or omission, anything which  would  in
either case materially impair the coverage of any such policies.

          4.31 Certificate of Occupancy; Licenses.  All certifications, permits,
licenses and approvals, including without limitation, certificates of completion
and  occupancy  permits required for the legal use, occupancy and  operation  of
each of the Secured Line Properties by the Borrowers as a retail shopping center
have  been obtained and are in full force and effect.  The Borrowers shall  keep
and  maintain  all licenses necessary for the operation of each of  the  Secured
Line Properties as a retail shopping center.  The use being made of each Secured
Line Property is in conformity with the certificate of occupancy issued for such
Secured Line Property.

          4.32  Physical  Condition.   Except as set forth  in  the  engineering
reports  obtained by GECC in connection with the underwriting  of  the  Existing
Secured  Credit  Line and the engineering report obtained by the  Administrative
Agent  in connection with the underwriting of the Washington Crown Center,  each
of  the  Secured Line Properties, including, without limitation, all  buildings,
improvements,  parking  facilities, sidewalks, storm  drainage  systems,  roofs,
plumbing  systems,  HVAC systems, fire protection systems,  electrical  systems,
equipment,  elevators,  exterior  sidings  and  doors,  landscaping,  irrigation
systems  and all structural components, are in good condition, order and  repair
in  all  material respects; there exists no structural or other material defects
or  damages  in any of the Secured Line Properties, whether latent or otherwise,
and the Borrowers have not received notice from any insurance company or bonding
company of any defects or inadequacies in any of the Secured Line Properties, or
any  part  thereof, which would materially and adversely affect the insurability
of the same or cause the imposition of extraordinary premiums or charges thereon
or  of  any termination or threatened termination of any policy of insurance  or
bond.

          4.33  Boundaries.   Except as may be shown on the  applicable  surveys
approved  by the Administrative Agent, all of the improvements located  on  each
Secured  Line Property lie wholly within the boundaries and building restriction
lines of such Secured Line Property, and no improvements on adjoining properties
encroach upon such Secured Line Property, and no easements or other encumbrances
upon the applicable Secured Line Property encroach upon any of the improvements,
so  as  to  materially  and adversely affect the value or marketability  of  the
applicable Secured Line Property except those which are insured against by title
insurance.

          4.34  Filing  and Recording Taxes.  All transfer taxes,  deed  stamps,
intangible taxes or other amounts in the nature of transfer taxes required to be
paid  by any Person under applicable Requirements of Law currently in effect  in
connection  with  the transfer of the Secured Line Properties to  the  Borrowers
have  been paid.  All mortgage, mortgage recording, stamp, intangible  or  other
similar  tax required to be paid by any Person under applicable Requirements  of
Law currently in effect in connection with the execution, delivery, recordation,
filing,  registration, perfection or enforcement of any of the  Loan  Documents,
including, without limitation, the Mortgages, have been paid, and, under current
Requirements  of  Law,  the Mortgages are enforceable in accordance  with  their
respective terms by the Administrative Agent (on behalf of the Lenders) (or  any
subsequent  holder  thereof),  except as such  enforcement  may  be  limited  by
bankruptcy, insolvency, reorganization moratorium or other laws relating  to  or
affecting  creditors'  rights  generally, and by general  principles  of  equity
(regardless of whether such enforcement is considered in a proceeding in  equity
or at law).

          4.35  Property  Management.  Each of the Secured  Line  Properties  is
managed by the Operating Partnership. The management agreement delivered to  the
Administrative  Agent  with respect to each Secured Line Property  is  the  only
management agreement in existence with respect to the operation or management of
each  Secured  Line Property.  Each such management agreement delivered  to  the
Administrative Agent is a true and correct copy, and such agreement has not been
amended  or modified.  Neither party to such agreement is in default under  such
agreement and the manager thereunder has no defense, offset right or other right
to withhold performance under or terminate such agreement.

          4.36 Ground Lease Representations and Warranties.  With respect to the
Ground Lease:

          (a)   Recording; Modification.  (i)  A memorandum of the Ground  Lease
has  been  duly  recorded, (ii) the Ground Lease permits  the  interest  of  the
Operating  Partnership to be encumbered by a mortgage or the Ground  Lessor  has
approved  and  consented  to  the encumbrance of  the  applicable  Secured  Line
Property   by  a  Mortgage,  and  (iii)  there  have  not  been  amendments   or
modifications  to  the  terms  of  the Ground Lease  since  recordation  of  the
memorandum  of  ground lease pertaining thereto, with the exception  of  written
instruments  which  have been recorded (other than that  certain  letter,  dated
September 16, 1977 pursuant to which Original Ground Lessee exercised three  (3)
renewal  options of five (5) years each). The Ground Lease may not be  canceled,
terminated,  surrendered or amended without the prior  written  consent  of  the
Administrative  Agent and the Majority Lenders (other than to  extend  the  term
thereof  for  an  additional twenty-five (25) years or longer with  no  material
changes  other  than  an increase in ground rent of no more  than  $250,000  per
year).

          (b)   No Liens.  Except for the Permitted Encumbrances, the Borrowers'
interest  in  the  Ground  Lease is not subject to  any  liens  or  encumbrances
superior  to,  or of equal priority with, the Mortgage encumbering the  Shenango
Valley  Mall, other than the Ground Lessor's related fee interest.  Any mortgage
or  other encumbrance encumbering the related fee interest is subordinate to the
Ground Lease.

          (c)  Ground Lease Assignable.  The Operating Partnership's interest in
the  Ground  Lease  is  assignable to the Administrative  Agent  (on  behalf  of
Lenders)  upon  notice to, but without the consent of, the Ground  Lessor.   The
Ground  Lease  is further assignable by the Administrative Agent (on  behalf  of
Lenders), its successors and assigns without Ground Lessor's consent.

          (d)   Default.   As of the date hereof, the Ground Lease  is  in  full
force and effect and no default has occurred under the Ground Lease and there is
no  existing  condition  which, but for the passage of time  or  the  giving  of
notice, could result in a default under the terms of the Ground Lease.

          (e)   Notice.   The Ground Lease requires the Ground  Lessor  to  give
notice  of any default by the Operating Partnership to the Administrative Agent.
The  Ground  Lease,  or an estoppel letter received by the Administrative  Agent
from Ground Lessor, further provides that notice of termination given under  the
Ground  Lease is not effective against the Administrative Agent or  the  Lenders
unless  a  copy of the notice has been delivered to the Administrative Agent  in
the manner described in the Ground Lease.

          (f)   Cure.   The  Lenders  are permitted the opportunity  (including,
where  necessary,  sufficient time to gain possession of  the  interest  of  the
Operating  Partnership  under the Ground Lease) to cure any  default  under  the
Ground Lease, which is curable after the receipt of notice of any of the default
before the Ground Lessor may terminate the Ground Lease.

          (g)   Term.   The Ground Lease has a term which presently  extends  to
July 24, 2017.

          (h)   New Lease.  The Ground Lease requires the Ground Lessor to enter
into  a  new  lease  with the Administrative Agent (on behalf of  Lenders)  upon
termination of the Ground Lease.

          (i)   Insurance  Proceeds.  Under the terms  of  this  Agreement,  the
Ground  Lease  and  the  Mortgage encumbering the Shenango  Valley  Mall,  taken
together, any related insurance proceeds will, subject to the terms of the  Loan
Documents, be applied either to the repair or restoration of all or part of  the
Shenango  Valley  Mall,  with the Administrative Agent (on  behalf  of  Lenders)
having  the right to hold and disburse the proceeds as the repair or restoration
progresses, or to the payment of the outstanding of the Loans together with  any
accrued interest thereon.

          (j)   Condemnation  Awards.  Under the terms of  this  Agreement,  the
Ground  Lease  and  the  Mortgage encumbering the Shenango  Valley  Mall,  taken
together,  any related condemnation awards related to the improvements  on  such
Secured  Line  Property will, subject to the terms of the  Loan  Documents,  and
after  deducting  the expenses incurred by the Ground Lessor in connection  with
such condemnation proceeding, be applied either to the repair or restoration  of
all or part of the Shenango Valley Mall, with the Ground Lessor having the right
to  hold and disburse the award as the repair or restoration progresses pursuant
to  the Ground Lease, or to the payment of the outstanding of the Loans together
with any accrued interest thereon as of the date of the vesting of title in said
condemning authority.

          (k)  Subleasing.  The Ground Lease does not impose any restrictions on
subleasing.

          (l)   No Violation.  The execution and delivery of this Agreement will
not conflict with or cause any violation under the Ground Lease.  The consent of
the  Ground Lessor is not required for Borrowers' execution and delivery of,  or
performance under, this Agreement.

          (m)   Estoppels.  On or before the Fifth Modification Date,  Borrowers
will deliver to the Administrative Agent an estoppel certificate from the Ground
Lessor  in form and substance satisfactory to The Administrative Agent  and  its
counsel,  indicating, among other things, that the Fifth Modification  will  not
affect, diminish or reduce any rights GECC had with respect to the Ground  Lease
and the Ground Lessor prior to the Fifth Modification.

          4.37.     Reciprocal Easement Agreements.  All costs and expenses  due
and  payable  to  and/or  from, and all obligations  to  be  performed  by,  the
Borrowers  and, to the Borrowers' knowledge, every other party to any reciprocal
easement  agreement benefiting or burdening any Secured Line Property have  been
fully paid or performed.

          4.38.      Leases.  With respect to the Leases for each  Secured  Line
Property,  to  the  best  of the Borrowers' knowledge,  after  due  inquiry  and
investigation:  (a) the rent roll delivered to the Administrative  Agent  as  of
December 1, 2000 is true, complete and correct, the Leases are valid and in  and
full  force  and effect, and there has been no material adverse change  in  such
rent rolls since December 1, 2000; (b) the Leases (including amendments) are  in
writing,  and there are no oral agreements with respect thereto; (c) the  copies
of  the  Leases  delivered to the Administrative Agent are  true  and  complete;
(d) except as set forth on Schedule 4.38 neither the landlord nor to the best of
the  Borrowers'  knowledge any tenant is in default under  any  of  the  Leases;
(e)  except as set forth on Schedule 4.38 the Borrowers have no knowledge of any
notice  of  termination or default with respect to any Lease; (f) the  Borrowers
have not assigned or pledged pursuant to a presently effective assignment any of
the  Leases,  the  rents or any interests therein except to  the  Administrative
Agent (on behalf of Lenders); (g) no tenant has the right to terminate its Lease
prior to expiration of the stated term of such Lease, except as set forth in the
Leases provided to the Administrative Agent; (h) no tenant has prepaid more than
one  month's  rent  in advance (except for bona fide security  deposits  not  in
excess  of  an amount equal to two month's rent); (i) no tenant under any  Lease
has  any right or option for additional space, except as set forth in the Leases
provided  to  the  Administrative Agent; and (j)  all  Leases  are  subject  and
subordinate to the Mortgage encumbering the Secured Line Property (to the extent
that  non-disturbance agreements have been executed by the Administrative  Agent
on behalf of the Lenders).

          4.39.      Cross Default.  Except as disclosed in Schedule 4.39,  none
of the Borrowers is a party to any loan agreement, mortgage, deed of trust, deed
to secure debt, or other loan document which contains a default provision making
it  an  automatic  default,  after any applicable notices  and/or  cure  periods
thereunder  should  any  such Borrower default under any other  loan  agreement,
mortgage, deed of trust, deed to secure debt, or other loan document.

          4.40.     Revenue Deposits.  None of the rents or other revenues  from
any  Secured Line Property is deposited in any lockbox or other account that  is
the  subject  of a cash management agreement or pledged to any other  lender  as
security for any other financing.


                       SECTION 5.  CONDITIONS TO ADVANCES

               The  agreement  of  each Lender to make any extension  of  credit
requested  to  be  made  by it on any date (including, without  limitation,  its
initial  extension of credit) is subject to the satisfaction  of  the  following
conditions:

                    (a)  Representations and Warranties.  Each of the represent-
               ations and warranties made by the Borrowers in or pursuant to
               this Agreement and the Loan Documents shall be true and correct
               in all material respects (including with respect to each
               Additional Secured Line Property) on and as of such date as if
               made on and as of such date.

                    (b)  No Default. No Default or Event of Default shall have
               occurred and be continuing on such date or after giving effect to
               the extensions of credit requested to be made on such date.

                    (c)  Notice of Borrowing.  Receipt by the Administrative
               Agent of a Notice of Borrowing as required by Section 2.2 hereof.

                    (d)  Available Commitment. Immediately after such borrowing,
               the Principal Balance will not exceed the Funding Threshold; and
               such Lender's Commitment will not be exceeded.

                    (e)  Receipt of Due Diligence Materials.  If the requested
               advance is the initial advance to be made with respect to the
               Washington Crown Center or any Additional Secured Line Property,
               the Administrative Agent shall have received and approved in its
               reasonable discretion all of the due diligence materials set
               forth in Schedules 1 and 2 with respect to such Secured Line
               Property.  The Administrative Agent acknowledges receipt and, on
               behalf of all of the Lenders, approval of such due diligence
               materials with respect to each other Secured Line Property
               delivered in connection with the Existing Line of Credit.

                    (f)  Security Documents. Security Documents in favor of the
               Administrative Agent (on behalf of Lenders) shall have been ex-
               ecuted by the owner of each Secured Line Property.  All Mortgages
               shall be cross-defaulted and cross-collateralized, and The
               Administrative Agent (on behalf of Lenders) shall be provided
               with title insurance (i) insuring all of the Secured Line
               Properties for the aggregate amount of $175,000,000, with
               coverage on each individual Secured Line Property in such
               amount as may be determined by the Administrative Agent (on
               behalf of Lenders), as well as "tie-in" endorsements with all of
               the other mortgagee title insurance policies insuring the other
               Secured Line Properties, (provided, however, that the Admini-
               strative Agent (on behalf of Lenders) may require the
               Borrowers to increase the aggregate $175,000,000 and the
               individual loan policy amount of any Secured Line Property
               located in a state which does not permit "tie-in" endorsements),
               (ii) endorsements insuring the continuing coverage under
               all existing title insurance policies after recordation of the
               Mortgage Amendments (subject to the additional changes to such
               policies required by (i) above), and (iii) such reinsurance and
               direct access agreements with reinsurers as the Administrative
               Agent may require.

                    (g)  Reimbursement of the Administrative Agent.  The
               Administrative Agent shall have been reimbursed for all of its
               reasonable out-of-pocket expenses actually incurred in
               connection with such requested extension of credit (including all
               mortgage closing costs).

                    (h)  No Adverse Change.  There shall have been no material
               adverse change in the business or financial condition or manage-
               ment of the Borrowers or any Secured Line Property or any anchor
               tenant or any non-tenant anchor or tenant under a Major Lease for
               a Secured Line Property as of such date.

                    (i)  Establishment of Single Purpose Entity.  (i) A Borrower
               that is either the Operating Partnership or Single Purpose Entity
               acceptable to the Administrative Agent in the Administrative
               Agent's reasonable discretion shall have been established to
               hold title to such Secured Line Property, and (ii) such Borrower
               shall have executed and delivered a Mortgage satisfactory to the
               Administrative Agent in its reasonable discretion.  In the event
               the proceeds of an advance are to be used by Borrowers for an
               investment in any regional shopping mall that is not a Secured
               Line Property, either the Operating Partnership or a Borrower
               Affiliate acceptable to the Administrative Agent shall have been
               established to hold title to such property.

                    (j)  Contribution Agreement.  The Administrative Agent shall
               have received from the Borrowers a copy of a fully executed con-
               tribution agreement pursuant to which the Borrowers agree to
               indemnify and hold harmless each other from and against any and
               all liability under the Notes in excess of the fair market value
               of its Secured Line Property.

                    (k)  Title Rundowns.  The Administrative Agent shall be
               satisfied that each of the title insurance policies insuring the
               respective Liens of the Mortgages will, subsequent to the making
               of each advance under the Loans, continue to insure the re-
               spective Liens of the Mortgages as first Liens on each of the
               Secured Line Properties for the amounts required pursuant to
               Section 5(f).  In this regard, the Borrowers shall deliver to the
               Administrative Agent at the Borrowers' sole cost and expense such
               continuations of title and endorsements to the title insurance
               policies insuring the respective Liens of the Mortgages as
               may be reasonably required by the Administrative Agent (and as
               may be available in the respective states in which such Secured
               Line Properties are located) to evidence compliance with the
               provisions of this subparagraph.

                    (l)  Lien Waivers.  The Administrative Agent shall have
               received such lien waivers as the Administrative Agent may
               require with respect to any work or in progress at any of the
               Secured Line Properties, provided, however, that the Borrowers
               shall not be required to provide lien waivers if the Title
               Insurer provides insurance over mechanics liens and either (i) no
               indemnity from any Borrower is required as a condition for such
               insurance, or (ii) an indemnity from any Borrower is required as
               a condition for such insurance, and the Aggregate Mechanics
               Lien Indemnities do not exceed the Mechanics Lien Indemnification
               Limit.

                    (m)  Re-Audit of Properties.  The Administrative Agent may,
               or if so directed by the Majority Lenders shall, in furtherance
               of its rights pursuant to, and subject to the provisions of,
               Section 2.2(e) and not by way of limitation thereon, re-audit the
               Underwritten Net Operating Income for the Secured Line Properties
               in order to confirm the Borrowers' compliance with this
               Section 5.

                    (n)  Construction Loan Advances.  If the requested advance
               is an advance under a Construction Loan, all Construction Loan
               Requirements shall have been satisfied.

                    (o)  Additional Matters.  All corporate and other proceed-
               ings, and all documents, instruments and other legal matters in
               connection with the transactions contemplated by this Agreement
               and the other Loan Documents, shall be satisfactory in form and
               substance to the Administrative Agent, and the Administrative
               Agent shall have received such other documents and legal opinions
               in respect of any aspect or consequence of the transactions
               contemplated hereby or thereby as it shall reasonably request.

               Each  borrowing  by  the Borrowers hereunder shall  constitute  a
               representation  and  warranty by the Borrowers  as  of  the  date
               thereof that the conditions contained in this Section 5 have been
               satisfied at the time of such borrowing.

                    (p)  Solvency.  Each of the Borrowers acknowledges, taking
               into account all of its other liabilities, including contingent
               liabilities, that (i) such extension of credit is not undertaken
               with an intent to hinder, delay or defraud its creditors, (ii) on
               the date of such extension of credit it is not insolvent nor
               will it be rendered insolvent as a result of such extension of
               credit, (iii) on the date of such extension of credit it is not
               engaged in a business or transaction nor intends to engage in a
               business or transaction for which its remaining property would be
               an unreasonably small amount of capital, and (iv) on the date
               of such extension of credit it does not intend to incur or
               believe that it will incur debts in excess of its ability to pay
               or refinance as such debts mature.


                        SECTION 6.  AFFIRMATIVE COVENANTS

          Each  Borrower  hereby  covenants and agrees with  the  Administrative
Agent  and the Lenders that, so long as any of the Commitment remains in  effect
or any of the Notes remains outstanding and unpaid or any amount is owing to the
Administrative  Agent or any Lender hereunder or under any other Loan  Document,
it shall:

          6.1  Financial Statements.  Furnish to the Administrative Agent:

          (a)  as soon as available, but in any event within 90 days after the
     end of each fiscal year of such Borrower, a copy of the consolidated
     balance sheet of such Borrower and its consolidated Subsidiaries as at the
     end of such year and the related consolidated statements of income and re-
     tained earnings and of cash flows  for  such  year.  As it relates to the
     REIT and  to  Crown  American Properties, L.P., such statements shall be
     certified by Arthur Andersen LLP or one  of  the  other "Big Five" in-
     dependent certified public accountants  of nationally recognized standing.
     The statements of the other Borrowers shall be certified by a Responsible
     Officer.  The audited financial statements of Crown American Properties,
     L.P.  shall  include  supplementary  combining and consolidating statements
     that will include a balance sheet, a statement  of income  and a state-
     ment of cash flows for each Secured Line Property; such supplementary
     statements shall be covered in the independent auditor's report;

          (b)  as soon as available, but in any event not later than 45 days
     after the end of each fiscal quarter of such Borrower, the unaudited con-
     solidated balance sheet of such Borrower and its consolidated Subsidiaries
     as at the end of such quarter and the related unaudited consolidated state-
     ments of income and retained earnings and of cash flows of such Borrower
     and its consolidated Subsidiaries for such quarter, together with a
     statement setting forth (i) the calculations of Net Operating Income,
     Underwritten Net Operating Income and Net Cash Flow for each  of  its
     Secured Line Properties (with a detailed description  of  the calculations
     used in such determination, which such calculations  shall  be consistent
     with the definitions of Net Operating Income, Underwritten  Net Operating
     Income and Net Cash Flow set forth herein) and (ii) the calculation of
     the  ratios set forth in Section 7.1 hereof, all certified by a Responsible
     Officer as being fairly stated in all material respects;

          (c)  as soon as available, but in any event within 45 days after the
     end of each fiscal year of such Borrower, annual operating statements for
     each Secured Line Property owned by such Borrower, certified by a Respons-
     ible Officer as being fairly stated in all material respects;

          (d)  as soon as available, but in any event within 45 days after the
     end of each calendar month of such Borrower, monthly operating statements
     for each Secured Line Property owned by such Borrower, together with a
     statement setting forth the calculations of Net Operating Income for each
     Secured Line Property (with a detailed description of the calculations used
     in such determination, which such calculations shall be consistent with the
     definitions of Net Operating Income set forth herein), certified by a
     Responsible Officer as being fairly stated in all material respects; and

          (e)  as soon as available, but in any event within 45 days after the
     end of each fiscal quarter of such Borrower, a rent roll for each Secured
     Line Property owned  by such Borrower, certified by a Responsible Officer
     as being fairly stated in all material respects.

All  such  financial statements shall be complete and correct  in  all  material
respects and shall be prepared in reasonable detail and in accordance with  GAAP
applied  consistently throughout the periods reflected therein  and  with  prior
periods.

          6.2   Certificates; Other Information.  Furnish to the  Administrative
Agent:

          (a)  concurrently with the delivery of the financial statements
     referred to in Section 6.1(a), a certificate of the independent certified
     public accountants reporting  on  such  financial statements (i) stating
     that  in  making  the examination necessary therefor no knowledge was
     obtained of any Default or Event of  Default,  except as specified in such
     certificate, and (ii)  confirming compliance  with (A) Sections 7.1 (EBITDA
     tests), and (B) the Minimum  Debt Service Coverage Ratio, Minimum COC and
     Maximum Loan-to-Value Ratio required for purposes of calculating the Fund-
     ing Threshold (all of such certifications to include supporting
     calculations reasonably necessary for such conclusions);

          (b)  concurrently with the delivery of the financial statements
     referred to in Sections 6.1(a), (b), (c), (d) and (e), a certificate of a
     Responsible Officer stating that, to the best of such Responsible Officer's
     knowledge, such Borrower during such period has observed or performed all
     of its covenants and other agreements, and satisfied every condition, con-
     tained in this Agreement and the other Loan Documents to be observed,
     performed or satisfied by it, and that such Responsible Officer has
     obtained no knowledge of any Default or Event of Default except as
     specified in such certificate;

          (c)  within five days after the same are filed, copies of all
     financial statements and reports which such Borrower may make to, or file
     with, the Securities and Exchange Commission or any successor or analogous
     Governmental Authority;

          (d)  promptly and in any event within ten (10) days after such
     Borrower obtains knowledge  thereof, notice of (x) any litigation or
     governmental proceeding pending or actions threatened against such Borrower
     as to which there is  a reasonable possibility of an adverse determination
     and which, if  adversely determined, is likely to individually or in the
     aggregate, result in a Material Adverse Effect, and (y) any other event,
     act or condition which is likely to result in a Material Adverse Effect;

          (e)  promptly and in any event within ten (10) Business Days after
     such Borrower obtains actual knowledge of any of the following events, a
     certificate of a Responsible Officer, specifying the nature of such con-
     dition and such Borrower's proposed initial response thereto:  (i) the
     receipt by such Borrower of any written communication, whether from a
     Governmental Authority, citizens group, employee or otherwise, that alleges
     that such Borrower or any Subsidiary is not in compliance with applicable
     Environmental Laws, and such noncompliance is likely to have a Material
     Adverse Effect, (ii) such Borrower or any Subsidiaries shall obtain
     actual knowledge that there exists any environmental claim pending or
     threatened against such Borrower or its Subsidiaries, or (iii) such
     Borrower or its Subsidiaries obtain actual knowledge of any release,
     emission, discharge or  disposal of any Hazardous Materials (as defined in
     Section 8.1) that is likely to form the basis of any environmental claim
     against such Borrower or its Subsidiaries; and

          (f)  promptly, such additional financial and other information as the
     Lender may from time to time reasonably request.

          6.3   Payment of Obligations.  Pay, discharge or otherwise satisfy  at
or before maturity or before they become delinquent, as the case may be, all its
obligations of whatever nature, except where the amount or validity  thereof  is
currently being contested in good faith by appropriate proceedings and  reserves
in  conformity with GAAP with respect thereto have been provided on the books of
such  Borrower or its Subsidiaries, as the case may be, or where the failure  to
do so would not reasonably be expected to have a Material Adverse Effect.

          6.4   Conduct  of Business and Maintenance of Existence.  Continue  to
engage in business of the same general type as now conducted by it and preserve,
renew  and  keep  in  full  force and effect its  existence  as  a  corporation,
partnership,  limited  liability company or  real estate  investment  trust,  as
applicable,  and  take all reasonable action to maintain all rights,  privileges
and franchises necessary or desirable in the normal conduct of its business; and
comply  with all Contractual Obligations and Requirements of Law except  to  the
extent  that  failure  to  comply therewith could  not,  in  the  aggregate,  be
reasonably expected to have a Material Adverse Effect.  Each Borrower that is  a
Single  Purpose  Entity shall preserve and keep in full  force  and  effect  its
existence as a Single Purpose Entity.

          6.5   Maintenance of Property; Insurance.  (a)  Comply in all material
respects  with,  and  do or cause to be done all things necessary  to  preserve,
renew  and keep in full force and effect, its material rights, licenses, permits
and  franchises and the rights and franchises, pertaining to or comprising  part
of any Secured Line Property or the other Collateral unless the failure to do so
does  not  have a Material Adverse Effect on such Secured Line Property  or  any
other  Collateral or on the business, assets, operations, property or  financial
or other condition of such Borrower; comply with all laws, rules and regulations
applicable  to  it except where the failure to do so does not  have  a  Material
Adverse  Effect on any Secured Line Property or any other Collateral or  on  the
business, assets, operations, property or financial or other condition  of  such
Borrower; at all times maintain and preserve all property used or useful in  the
conduct  of  its  business and keep the same in good repair, working  order  and
condition, and from time to time make or cause to be made, all repairs, renewals
and  replacements  thereto,  so  that  the business  carried  on  in  connection
therewith may be properly conducted at all times except where the failure to  do
so  does not have a Material Adverse Effect on any Secured Line Property or  any
other  Collateral or on the business, assets, operations, property or  financial
or other condition of such Borrower.

          (b)   Cause each of its Secured Line Properties to be insured  against
such  perils  and  hazards, and in such amounts and with  such  limits,  as  the
Administrative Agent may from time to time reasonably require, and in any  event
will  continuously  maintain with respect to each such  Secured  Line  Property,
without cost to the Administrative Agent or the Lenders, the insurance described
in Exhibit A of this Agreement.

          (c)   If  a  Secured Line Property shall be damaged or  destroyed,  in
whole  or in part, by fire or other casualty, give prompt notice of such  damage
to  the Administrative Agent and promptly commence and diligently prosecute  the
completion of the repair and restoration of such Secured Line Property as nearly
as possible to the condition such Secured Line Property was in immediately prior
to  such  fire  or  other casualty, with such alterations as may  be  reasonably
approved  by  the  Administrative  Agent  (a  "Restoration")  and  otherwise  in
accordance with Exhibit B of this Agreement.  The Borrowers shall pay all  costs
of  such  Restoration whether or not such costs are covered by  insurance.   The
Administrative Agent may, but shall not be obligated to, make proof of  loss  if
not made promptly by the Borrowers.

          6.6   Inspection  of  Property; Books and Records; Discussions.   Keep
proper  books of records and account in which full, true and correct entries  in
conformity  with GAAP and all Requirements of Law shall be made of all  dealings
and  transactions  in  relation  to  its  business  and  activities;  and,  upon
reasonable  prior  notice  to  such  Borrower,  permit  representatives  of  the
Administrative Agent and each Lender to visit and inspect any of its  properties
and  examine  and  make  abstracts from any of its  books  and  records  at  any
reasonable  time and as often as may reasonably be desired and  to  discuss  the
business,  operations,  properties and financial and  other  condition  of  such
Borrower  with officers and employees of such Borrower and with its  independent
certified public accountants.

          6.7   Notices.   Promptly  give written notice to  the  Administrative
Agent of:

          (a)  the occurrence of any Default or Event of Default;

          (b)  any (i) default or event of default under any Contractual
     Obligation of such  Borrower  or  its Subsidiaries or (ii) litigation,
     investigation  or proceeding which may exist at any time between such
     Borrower or any of  its Subsidiaries and any Governmental Authority, which
     in either case, if not cured and if adversely determined, as the case may
     be, could reasonably be expected to have a Material Adverse Effect; and

          (c)  any litigation or proceeding affecting such Borrower or any of
     its Subsidiaries in which the amount involved is (i) $1,000,000 or more, or
     (ii) $250,000  or more if such litigation or proceeding involves a Secured
     Line Property, and not covered by insurance or in which injunctive or
     similar relief which might have a Material Adverse Effect is sought.

Each  notice pursuant to this Section shall be accompanied by a statement  of  a
Responsible Officer setting forth details of the occurrence referred to  therein
and stating what action such Borrower proposes to take with respect thereto.

          6.8  Intentionally Omitted.

          6.9   Condemnation.  Promptly give the Administrative Agent notice  of
the  actual  or  threatened commencement of any condemnation or  eminent  domain
proceeding (a "Condemnation") affecting any material portion of the Secured Line
Properties and deliver to the Administrative Agent copies of any and all  papers
served  in  connection  with  such proceedings.  The  Administrative  Agent  may
participate  in  any  such proceedings and the Borrowers shall  deliver  to  the
Administrative  Agent all instruments required to permit participation  in  such
proceedings.   The Borrowers shall, at their expense, diligently  prosecute  any
such proceedings, and shall consult with the Administrative Agent, its attorneys
and  experts, and cooperate with them in the carrying on or defense of any  such
proceedings.   The Administrative Agent is hereby irrevocably appointed  as  the
Borrowers' attorney-in-fact, coupled with an interest, with exclusive power,  on
behalf  of Lenders, to collect, receive and retain any Award (as defined herein)
and   to  make  any  compromise  or  settlement  in  connection  with  any  such
Condemnation.   Notwithstanding  any  taking  by  any  public  or   quasi-public
authority through eminent domain or otherwise (including but not limited to  any
transfer made in lieu of or in anticipation of the exercise of such taking), the
Borrowers  shall continue to pay the Obligations at the time and in  the  manner
provided  for their payment in the Loan Documents and the Obligations shall  not
be  reduced  until any award or payment therefor (an "Award")  shall  have  been
actually  received  and applied by the Administrative Agent  Lender,  after  the
deduction  of  expenses  of collection, to the reduction  or  discharge  of  the
Obligations.  The Administrative Agent shall not be limited to the interest paid
on  the Award by the condemning authority, but shall be entitled to receive  out
of  the award interest at the rate or rates provided herein or in the Notes.  If
a  Secured  Line  Property  or any portion thereof  is  taken  by  a  condemning
authority,  the Borrowers shall promptly commence and diligently  prosecute  the
Restoration  of  such  Secured  Line Property  and  otherwise  comply  with  the
provisions of Exhibit B of this Agreement, subject to the provisions of  Section
4.36(j).   If a Secured Line Property is sold, through foreclosure or otherwise,
prior   to   the  receipt  by  the  Administrative  Agent  of  the  Award,   the
Administrative Agent shall have the right, on behalf of Lenders, whether or  not
a  deficiency judgment on the Notes shall have been sought, recovered or denied,
to receive the Award, or a portion thereof sufficient to pay the Obligations.

          6.10 Use of Loan Proceeds.  Use all advances under the Loans solely to
provide  financing  for the Borrowers' capital investment in  the  Secured  Line
Properties and/or for the Borrowers' investment, through Borrower Affiliates  or
the  Operating Partnership, in the acquisition of regional shopping  malls,  and
for general corporate purposes.  The Borrowers will not use any Loan proceeds to
finance  Construction Costs, unless the requirements of Section 5(n)  have  been
satisfied.

          6.11  Funding Threshold.  Satisfy at all times the Funding  Threshold,
subject to any cure provisions set forth in Section 3.3.

          6.12  Status as REIT.  In the case of the REIT, do or cause to be done
all  things  necessary to preserve, renew and keep in full force and effect  its
existence  as a real estate investment trust and its tax status as a REIT  under
Section 856 of the Code.

          6.13  Easements and Agreements.  (a)  Comply in all material  respects
with  the  requirements  of, and to the extent within such  Borrower's  control,
maintain,  preserve,  enforce  and  renew  rights  of  way,  easements,  grants,
privileges,  licenses and restrictive covenants  which from time to time  affect
or  pertain  to  the  whole or any portion of a Secured Line Property,  (b)  not
modify,  amend  or  terminate any rights of way, easements, grants,  privileges,
licenses  or restrictive covenants which from time to time affect or pertain  to
the whole or any portion of a Secured Line Property, unless required to do so by
the  terms  of  such  instruments  or unless  such  modification,  amendment  or
termination would not be reasonably expected to have a Material  Adverse  Effect
and  (c)  not,  without obtaining the prior consent of the Administrative  Agent
(which consent may be granted or withheld in the Administrative Agent's sole and
absolute discretion) modify, amend or terminate, or surrender any of its  rights
under,  any  of such rights of way, easements, grants, privileges,  licenses  or
restrictive covenants, unless required to do so by the terms of such instruments
or  unless such modification, amendment, termination or surrender would  not  be
reasonably expected to have a Material  Adverse Effect.

          6.14  Compliance with Laws.  Comply with and cause each of its Secured
Line Properties to continue to substantially comply with all existing and future
Requirements of Law, except where the failure to do so does not have a  Material
Adverse Effect on such Secured Line Property or any other Collateral or  on  the
business  assets,  operations, property, financial or other  condition  of  such
Borrower.

          6.15 Intentionally Omitted.

          6.16  Loan  Documents.  Observe and perform, and cause to be  observed
and  performed,  in  all  material respects, all of  the  terms,  covenants  and
provisions contained in the Loan Documents.

          6.17  Single Purpose Entity/Separateness.  Each Borrower  which  is  a
Single Purpose Entity agrees that:

          (a)   it will not own any asset or property other than (i) its Secured
Line Property, and (ii) incidental personal property necessary for the ownership
or operation of such Secured Line Property;

          (b)   it  will  not engage in any business other than  the  ownership,
management  and  operation of its Secured Line Property  and  will  conduct  and
operate its business as presently conducted and operated;

          (c)   it  will  not  enter  into any contract or  agreement  with  any
Affiliate  or  any constituent party except upon terms and conditions  that  are
intrinsically fair and substantially similar to those that would be available on
an arms-length basis with third parties other than any such party;

          (d)   it will not incur any Indebtedness other than (i) the Loan, (ii)
trade  and  operational debt incurred in the ordinary course  of  business  with
trade  creditors  and  in  amounts  as  are  normal  and  reasonable  under  the
circumstances, provided such debt is not evidenced by a note and  is  paid  when
due,  and  (iii) Indebtedness incurred in the financing of equipment  and  other
personal property used on the Secured Line Property.  No Indebtedness other than
the  Loan  may  be  secured (subordinate or pari passu)  by  such  Secured  Line
Property;

          (e)   it  will  not make any loans or advances (as distinguished  from
distributions) to any third party (including any Affiliate or constituent party)
and shall not acquire obligations or securities of its Affiliates;

          (f)   it  will  remain solvent and will pay its debts and  liabilities
(including,  as  applicable, shared personnel and overhead  expenses)  from  its
assets as the same shall become due;

          (g)    it   will  do  all  things  reasonably  necessary  to   observe
organizational formalities and preserve its existence, and will not, nor will it
permit  any  constituent  party  to  amend,  modify  or  otherwise  change   the
partnership  certificate, partnership agreement, articles of  incorporation  and
bylaws,  operating  agreement, trust or other organizational documents  of  such
Single  Purpose  Entity  or  such constituent party without  the  prior  written
consent of the Administrative Agent;

          (h)   it will maintain all of its books, records, financial statements
and  bank  accounts  separate from those of its Affiliates and  any  constituent
party  and  will  file  its own tax returns.  Such Single Purpose  Entity  shall
maintain its books, records, resolutions and agreements as official records;

          (i)  it will hold itself out to the public as, a legal entity separate
and  distinct from any other entity (including any Affiliate and any constituent
party),  shall  correct any known misunderstanding regarding  its  status  as  a
separate  entity,  shall conduct business in its own name,  shall  not  identify
itself  or  any of its Affiliates as a division or part of the other  and  shall
maintain and utilize separate stationery, invoices and checks;

          (j)   it  will  maintain adequate capital for the  normal  obligations
reasonably foreseeable in a business of its size and character and in  light  of
its contemplated business operations;

          (k)  neither such Single Purpose Entity nor any constituent party will
seek  the dissolution, winding up, liquidation, consolidation or merger in whole
or in part, of such Single Purpose Entity;

          (l)  it will maintain its assets in such a manner that it will not  be
costly  or  difficult to segregate, ascertain or identify its individual  assets
from those of any Affiliate or constituent party, or any other person;

          (m)   it  will not hold itself out to be responsible for the debts  or
obligations of any other person; and

          (n)   if  such  Single Purpose Entity is a limited  partnership  or  a
limited  liability company, each general partner or managing  member  (each,  an
"SPC Party") shall be a corporation or a business trust whose sole asset is  its
interest in such Single Purpose Entity and each such SPC Party will at all times
comply,  and will cause such Single Purpose Entity to comply, with each  of  the
representations, warranties, and covenants contained in this Section 6.17 as  if
such representation, warranty or covenant was made directly by such SPC Party.

          6.18  Estoppel  Certificates.  Within ten  (10)  days  after  request,
furnish  to  the  Administrative Agent a written statement,  duly  acknowledged,
setting  forth  to the best of the Borrowers' knowledge the amount  due  on  the
Loans,  the terms of payment of the Loans, the date to which interest  has  been
paid,  whether any offsets or defenses exist against the Loans and, if  any  are
alleged  to exist, the nature thereof in detail, and such other matters  as  the
Administrative Agent reasonably may request.

          6.19  Forfeiture.  Not commit or knowingly suffer to be  committed  by
any  other person in occupancy of or involved with the operation or use  of  the
Secured Line Properties any act or omission affording the federal government  or
any  state  or local government the right of forfeiture as against  the  Secured
Line  Properties  or any part thereof or any monies paid in performance  of  the
Borrowers' obligations under any of the Loan Documents.

          6.20  Property Management.  Not enter into any agreement  relating  to
the  management or operation of any of the Secured Line Properties  without  the
express written consent of the Administrative Agent, which consent shall not  be
unreasonably withheld.  If at any time the Administrative Agent consents to  the
appointment  of a new property manager, such new manager and the Borrower  which
owns  such  Secured  Line Property shall, as a condition of  the  Administrative
Agent's  consent,  execute a Manager's Consent and Subordination  of  Management
Agreement in the form then used by the Administrative Agent.

          6.21  Alterations.   Obtain the Administrative Agent's  prior  written
consent,  which  consent shall not be unreasonably withheld or delayed,  to  any
alterations to any improvements or the construction of new improvements, on  any
Secured  Line Property, that the Administrative Agent may reasonably  expect  to
have a Material Adverse Effect, other than (a) tenant improvement work performed
pursuant  to the terms of any Lease executed before the date hereof, (b)  tenant
improvement work performed pursuant to the terms and provisions of a  Lease  and
not materially adversely affecting any structural component of any improvements,
any  utility or HVAC system contained in any improvements or the exterior of any
building  constituting  a  part of any improvements  or  any  common  areas,  or
(c)  alterations performed in connection with the restoration of a Secured  Line
Property  after the occurrence of a casualty or condemnation in accordance  with
the  terms  and  provisions of this Agreement.  Other than  with  respect  to  a
casualty  or  condemnation, if the total unpaid amounts  due  and  payable  with
respect  to alterations to the improvements (other than such amounts to be  paid
or  reimbursed by tenants under the Leases) shall at any time exceed Six Million
and  00/100 Dollars ($6,000,000.00) in the aggregate (other than costs paid  for
with  proceeds  of any Construction Loan), for all Secured Line Properties  (the
"Threshold  Amount"), the Borrowers shall promptly deliver to the Administrative
Agent, on behalf of the Lenders, as security for the payment of such amounts and
as  additional security for the Borrowers' obligations under the Loan  Documents
any  of  the following:  (i) cash, (ii) Cash Equivalents, (iii) other securities
having  a  rating acceptable to the Administrative Agent, or (iv)  a  completion
bond  or irrevocable letter of credit (payable on sight draft only) issued by  a
financial institution having a rating by Standard & Poor's Ratings Group of  not
less  than  A-1+ if the term of such bond or letter of credit is no longer  than
three (3) months or, if such term is in excess of three (3) months, issued by  a
financial  institution having a rating that is acceptable to the  Administrative
Agent.   Such  security shall be in an amount equal to the excess of  the  total
unpaid amounts with respect to alterations to the improvements on the applicable
Secured  Line  Property  (other than such amounts to be paid  or  reimbursed  by
tenants under the Leases) over the Threshold Amount and may be reduced from time
to  time by the cost estimated by the Administrative Agent to terminate  any  of
the  alterations and restore the applicable Secured Line Property to the  extent
necessary to prevent any Material Adverse Effect.

          6.22  Leasing.   (a)   Submit all Major Leases to  the  Administrative
Agent  for  approval of the Majority Lenders; provided, however, if  such  Major
Leases are not approved or disapproved within thirty (30) days of receipt,  such
Major Leases shall be deemed approved by the Majority Lenders.  Each Lease  form
shall  provide that (i) the Lease is subordinate to the Mortgage on such Secured
Line Property, and (ii) the tenant shall attorn to the Administrative Agent,  on
behalf  of the Lenders.  To the extent required by applicable law, the Borrowers
shall  hold all tenant security deposits in a segregated account and  shall  not
commingle any such funds with any other funds of the Borrowers.  Within ten (10)
days  after the request of the Administrative Agent, the Borrowers shall furnish
to  the  Administrative Agent a statement of all tenant security  deposits,  and
copies  of  all  Leases  not previously delivered to the  Administrative  Agent,
certified by the Borrowers as being true and correct.

          (b)   (i)  Perform in all material respects the obligations which  the
Borrowers  are required to perform under the Leases; (ii) enforce  the  material
obligations  to  be  performed by the tenants; (iii)  promptly  furnish  to  the
Administrative  Agent  any  notice of default or  termination  received  by  the
Borrowers under any Major Lease, and any notice of default or termination  given
by  the Borrowers to any Major Tenant; (iv) not collect any rents for more  than
thirty  (30) days in advance of the time when the same shall become due,  except
for  bona fide security deposits not in excess of an amount equal to two  months
rent; (v) not, except with the prior written consent of the Administrative Agent
and  the  Majority  Lenders, which consent shall not be  unreasonably  withheld,
delayed  or conditioned, enter into any ground lease, and not, except  with  the
prior  written  consent  of the Administrative Agent and the  Majority  Lenders,
cancel,  or accept surrender or termination of any master lease of any  part  of
the  Secured  Line  Properties; (vi) not further assign or encumber  any  Lease;
(vii) not, except with the prior written consent of the Administrative Agent and
the  Majority  Lenders, cancel or accept surrender or termination of  any  Major
Lease,  provided that the Borrowers give the Administrative Agent written notice
thirty  (30)  days  prior to such cancellation, surrender  or  termination;  and
(viii)  not,  except with the prior written consent of the Administrative  Agent
and  the Majority Lenders, modify or amend any Major Lease, any consent  of  the
Administrative Agent and the Majority Lenders required by the provisions of this
paragraph (b) to be deemed approved if not approved or disapproved within thirty
(30)  days  after  receipt of a request for such approval,  accompanied  by  all
required  supporting  information  reasonably requested  by  the  Administrative
Agent.  Any action in violation of clauses (v), (vi), (vii), and (viii) of  this
Section 6.22(b) shall be void at the election of the Administrative Agent or the
Majority Lenders.

          (c)   At the request of the Administrative Agent, the Borrowers  shall
use  best  efforts  to obtain and furnish to the Administrative  Agent,  written
estoppels  in  form  and  substance satisfactory to  the  Administrative  Agent,
executed  by tenants under Leases in the Secured Line Properties and  confirming
the term, rent, and other provisions and matters relating to the Leases.

          6.23 Ground Lessor Estoppel.  Deliver to the Administrative Agent on
or before the  Fifth  Modification Date, the estoppel certificate from the
Ground  Lessor required by Section 4.36(m) hereof.

          6.24 Handicapped Access. (a) Use commercially reasonable efforts to
ensure that each  Secured  Line Property shall at all times comply with the
requirements of the Americans with Disabilities Act of 1990, the Fair Housing
Amendments Act of 1988, all state and local laws and ordinances related to
handicapped access  and all  rules,  regulations, and orders issued pursuant
thereto including,  without limitation,  the  Americans with Disabilities Act
Accessibility  Guidelines  for Buildings  and  Facilities  (collectively,
"Access  Laws"),  Borrowers   hereby representing that they have no actual
knowledge as to the non-compliance by  any Secured Line Property with any Access
Laws where the failure to so comply  could have  a  material adverse effect on
such Secured Line Property or on  Borrowers' ability to repay the Loans in
accordance with the terms hereof.

          (b)  Notwithstanding any provisions set forth herein or in any other
document regarding the Administrative Agent's approval of alterations of any
Secured Line Property, Borrowers shall not alter any Secured Line Property in
any manner which would materially increase any Borrower's responsibilities for
compliance with the applicable Access Laws without the prior written approval of
the Administrative Agent. The Administrative Agent may condition any such
approval upon receipt of a certificate of Access Law compliance from an
architect, engineer, or other person reasonably acceptable to the Administrative
Agent.

          (3)  Borrowers agree to give prompt notice to the Administrative Agent
of the receipt by any Borrower of any written complaints related to violation of
any Access Laws with respect to any Secured Line Property and of the
commencement of any proceedings or investigations which relate to compliance
with applicable Access Laws.

          6.25  Right of Last Look.  In connection with any refinancing of  debt
or  acquisition  financing secured by real property(ies) owned  by  any  of  the
Borrowers  or  any  of  their  Subsidiaries  which  is  not,  as  of  the  Fifth
Modification  Date, the subject of an executed commitment letter, such  Borrower
shall provide GECC with a "right of last look", provided that such right of last
look  shall  only exist for so long as GECC continues to provide  the  Borrowers
with REO and property portfolio acquisition/management opportunities.

                         SECTION 7.  NEGATIVE COVENANTS

          Each  Borrower (provided, however, that with respect to the  financial
covenants  contained  in Section 7.1 only, such covenants  shall  apply  to  the
consolidated financial condition of the Borrowers and their Subsidiaries) hereby
agrees  that, so long as any of the Commitments remains in effect or any of  the
Notes   remains  outstanding  and  unpaid  or  any  amount  is  owing   to   the
Administrative  Agent or any Lender hereunder or under any other Loan  Document,
it shall not at any time, directly or indirectly:

          7.1  Financial Condition Covenants.

          (a)  (1)  permit the ratio of Total Liabilities of all Borrowers to
     EBITDA (of the previous fiscal quarter) to be equal to or greater than 6.5
     to 1.0.  In  calculating  EBITDA, (i) certain cash flow support payments
     made  by  Crown Investments Trust to the REIT pursuant to the Cash Flow
     Support Agreement and (ii) interest income, will be included in such cal-
     culation.  Total Liabilities and EBITDA shall be calculated quarterly, on a
     trailing four quarters basis.  The  Borrowers' independent accountant will
     audit the  calendar  quarterly calculations of the Borrowers and the
     Borrowers shall promptly deliver such calculations  and  related  report of
     such independent  accountant  to  the Administrative Agent.

          (2)   notwithstanding the foregoing, if the ratio of Total Liabilities
     of  all   Borrowers to EBITDA is equal to or greater than 6.5 to  1.0,  but
     less  than  7.0 to 1.0, such condition shall not be an Event of Default  if
     the  Borrowers  agree to pay an increased Contract Rate or  Alternate  Base
     Rate,  as applicable, such increase to be 0.25% on an annualized basis  for
     the first quarter following the end of the non-compliant quarter.  For each
     quarter thereafter that the permitted Total Liabilities to EBITDA ratio  is
     exceeded, the Contract Rate or Floating Rate, as applicable, shall increase
     by  an  additional 0.25% on an annualized basis (not to exceed 2.0% in  the
     aggregate).  Beginning on the quarter in which the ratio of permitted Total
     Liabilities of all Borrowers to EBITDA ratio is achieved for the  preceding
     quarter,  the  requirement to pay the increased Contract Rate or  Alternate
     Base Rate, as applicable, shall terminate;

          (b)  permit the Fixed Charge Coverage Ratio for any trailing twelve
     (12) month period to be less than 1.2 to 1.0; and

          (c)  incur floating rate debt (not including the Loans) that is not
     subject to a 10% interest rate cap  (if such debt is not capped by its
     terms, such cap shall be  provided by an institution having at least an
     "AA" rating for long-term unsecured  debt) in an aggregate principal amount
     in excess of 25%  of its aggregate debt (not including the Loans).

          7.2  Intentionally Omitted.

          7.3   Limitation on Liens.  Create, incur, assume or suffer  to  exist
any Lien upon any Secured Line Property or the revenues therefrom, except for:

          (a)   Liens for Taxes not yet due or which are being contested in good
     faith  by  appropriate proceedings, provided that (i) the Borrowers  notify
     the  Administrative Agent that they intend to contest such Taxes, (ii)  the
     Borrowers provide the Administrative Agent (on behalf of the Lenders)  with
     an  indemnity,  bond  or other security satisfactory to the  Administrative
     Agent  assuring the discharge of the Borrowers' obligations for such Taxes,
     including  interest  and  penalties, (iii)  the  Borrowers  are  diligently
     contesting the same by appropriate legal proceedings in good faith  and  at
     their  own expense and conclude such contest prior to the tenth (10th)  day
     preceding the earlier to occur of the Termination Date or the date on which
     a  Secured Line Property is scheduled to be sold for non-payment, (iv)  the
     Borrowers promptly upon final determination thereof pay the amount  of  any
     such  Taxes, together with all costs, interest and penalties which  may  be
     payable in connection therewith; and (v) notwithstanding the foregoing, the
     Borrowers  shall immediately upon request of the Administrative  Agent  pay
     any  such  Taxes  notwithstanding such contest if, in the  opinion  of  the
     Administrative  Agent, any Secured Line Property or  any  part  thereof  or
     interest  therein  may  be in danger of being sold, forfeited,  foreclosed,
     terminated,  canceled or lost.  The Administrative Agent may pay  over  any
     cash  deposit or part thereof to the claimant entitled thereto at any  time
     when, in the judgment of the Administrative Agent, the entitlement of  such
     claimant is established;

          (b)  carriers', warehousemen's, mechanics', materialmen's, repairmen's
     or  other  like Liens arising in the ordinary course of business which  are
     not  overdue for a period of more than 60 days or which are being contested
     in  good  faith by appropriate proceedings, provided that adequate reserves
     with  respect  thereto  are maintained on the books  of  such  Borrower  in
     conformity with GAAP;

          (c)   pledges  or  deposits in connection with workers'  compensation,
     unemployment insurance and other social security legislation;

          (d)   deposits  to  secure the performance of  bids,  trade  contracts
     (other than for borrowed money), Leases, statutory obligations, surety  and
     appeal  bonds,  performance bonds and other obligations of  a  like  nature
     incurred in the ordinary course of business;

          (e)    easements,  rights-of-way,  restrictions  and   other   similar
     encumbrances  incurred  in the ordinary course of business  which,  in  the
     aggregate,  are  not substantial in amount and which do  not  in  any  case
     materially  detract  from  the  value of  such  Secured  Line  Property  or
     materially  interfere  with the ordinary conduct of the  business  of  such
     Borrower; and

          (f)  Liens created pursuant to the Security Documents.

          7.4  Intentionally Omitted.

          7.5   Limitation  on  Fundamental  Changes.   Except  as  specifically
provided  in  Section  7.13  hereof, enter into  any  merger,  consolidation  or
amalgamation,  or  liquidate,  wind  up  or  dissolve  itself  (or  suffer   any
liquidation  or  dissolution),  or  convey, sell,  lease,  assign,  transfer  or
otherwise  dispose  of,  all or substantially all of its property,  business  or
assets,  or  make  any  material  change in its  present  method  of  conducting
business, except:

          (a)  any Subsidiary of any Borrower may be merged or consolidated with
     or into such Borrower (provided that such Borrower shall be the continuing
     or surviving entity)  or with or into any one or more wholly owned Subsi-
     diaries of  such Borrower (provided that the wholly owned Subsidiary or
     Subsidiaries shall be the continuing or surviving entity);

          (b)  any wholly owned Subsidiary may sell, lease, transfer or
     otherwise dispose of any or all of its assets (upon voluntary liquidation
     or otherwise) to such Borrower or any other wholly owned Subsidiary of such
     Borrower; and

          (c)  as permitted under Section 7.6.

          7.6  Limitation on Sale of Assets.  Except as specifically provided in
Section 7.13. hereof, convey, sell, lease, assign, transfer or otherwise dispose
of  any  of  its  property, business or assets (including,  without  limitation,
receivables  and leasehold interests), whether now owned or hereafter  acquired,
or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's
Capital  Stock  to  any  Person other than such Borrower  or  any  wholly  owned
Subsidiary, except:

          (a)  the leasing of portions of such Borrower's properties in the
     ordinary course of business for occupancy by the tenants thereunder;

          (b)  the sale of such Borrower's properties, other than Secured Line
     Properties, in the ordinary course of such Borrower's business; and

          (c)  as permitted by Sections 2.6, 2.7, 2.8 and 7.5(b).

          7.7  Limitation on Investments, Loans and Advances.  Make any advance,
loan,  extension  of credit or capital contribution to, or purchase  any  stock,
bonds,  notes,  debentures or other securities of or any assets  constituting  a
business unit of, or make any other investment in, any Person, except:

          (a)  investments in Cash Equivalents;

          (b)  investments in real properties that do not violate the require-
     ments for a Single Purpose Entity set forth in Section 6.17;

          (c)  investments in Subsidiaries and Partnerships formed for the sole
     purpose of acquiring and holding one or more Secured Line Properties,
     provided that the same do not violate the requirements for a Single Purpose
     Entity set forth in Section 6.17;

          (d)  investments in complimentary income producing activities so long
     as such investments do not threaten the "real estate investment trust"
     status of the REIT for federal income tax purposes, and so long as the same
     do not violate the requirements for a Single Purpose Entity set forth in
     Section 6.17; and

          (e)  purchase by the REIT of any of its common or preferred shares.

          7.8  Intentionally Omitted.

          7.9   Limitation  on  Transactions with Affiliates.   Enter  into  any
transaction,  including,  without  limitation,  any  purchase,  sale,  lease  or
exchange of property or the rendering of any service, with any Affiliate  unless
such  transaction is (a) not expressly prohibited by this Agreement, (b) in  the
ordinary  course of such Borrower's or its Subsidiaries' business and  (c)  upon
fair and reasonable terms no less favorable to such Borrower or such Subsidiary,
as  the  case  may  be,  than  it  would obtain in  a  comparable  arm's  length
transaction with a Person which is not an Affiliate.

          7.10 Limitation on Changes in Fiscal Year.  Permit the fiscal year  of
such Borrower to end on a day other than December 31.

          7.11 Limitation on Lines of Business.  Enter into any business, either
directly  or through any Subsidiary, except for those businesses in  which  such
Borrower  and  its  Subsidiaries are engaged on the date of this  Agreement,  or
which are directly related thereto.

          7.12 Limitation on Use of Loans.  Use any advances under the Loans for
the  payment of any dividends to the shareholders of the REIT to the extent such
dividends are in excess of EBITDA for the applicable period.

          7.13  Limitation  on  Transfer  and Further  Encumbrance.   (a)  Sell,
assign,  convey,  transfer, mortgage, grant a security interest  in,  pledge  or
otherwise dispose of (collectively, a "Transfer") (i) any portion of any of  the
Secured  Line  Properties  (other than Leases and other  encumbrances  permitted
under this Agreement and other than transfers permitted under Sections 2.4, 2.7,
2.8  and  3.2 hereof) or (ii) any interest in such Borrower, direct or indirect,
without  the  prior written consent of the Administrative Agent and the  Lenders
(to the extent required under Section 11.3).  Notwithstanding the foregoing, the
consent  of  the  Administrative Agent  and the Lenders (to the extent  required
under  Section  11.3) shall not be required for any of the following  Transfers:
(i)  with  respect to the REIT, (A) any Transfer of all or any  portion  of  any
shares of beneficial interest of the REIT, and (B) issuance of additional shares
of beneficial interest in the REIT, even if such issuance results in a reduction
of  the  partnership  interest  of  the REIT in  the  Operating  Partnership  (a
"Reduction") so long as the REIT continues to own greater than 50% of the voting
interest  in  the  Operating Partnership; (ii) with  respect  to  the  Operating
Partnership, the following Transfers (x) to an Affiliate or to any Person  owned
or  Controlled  by  Mark  Pasquerilla or to any Person  in  connection  with  an
acquisition of such Person, by merger, share exchange or otherwise, directly  or
indirectly, by the REIT, shall be permissible without the prior written  consent
of  the  Administrative Agent or the Lenders so long as no Event of Default  has
occurred and is continuing and (y) to any other Person shall be permissible with
the  prior  written  consent of the Lender, which consent of the  Administrative
Agent  and the Lenders (to the extent required under Section 11.3) which consent
shall  not be unreasonably withheld so long as no Event of Default has  occurred
and  is  continuing, (a) any Transfer of limited partnership  interests  in  the
Operating Partnership so long as after giving effect to such Transfer or  series
of  Transfers  the  REIT  owns greater than 50% of the voting  interest  in  the
Operating Partnership, (b) the issuance of additional limited partnership  units
or other securities, even if such issuance results in a Reduction so long as the
REIT  continues to own greater than 50% of the voting interest in the  Operating
Partnership;   and   (c)  any  Fundamental  Transaction.   Notwithstanding   the
provisions of clause 7.13(a)(ii)(x) to the contrary and subject to the remaining
terms  of  this  Section  7.13,  with respect to the  Operating  Partnership,  a
Transfer  to  an  Affiliate  or  to  any Person  owned  or  Controlled  by  Mark
Pasquerilla  shall be permitted following the occurrence and continuance  of  an
Event  of  Default so long as such Transfer does not exceed 8% of the  ownership
interest in the Operating Partnership in the aggregate and is made in connection
with the exercise of management share options or a dividend reinvestment plan in
the ordinary course of the Operating Partnership's business.

          (b)   In  addition to any other requirements or restrictions regarding
Transfers set forth in this Section 7.13, any Transfer shall also be conditioned
upon the Administrative Agent's receipt of (i) a satisfactory opinion of counsel
from  the  counsel  to  the proposed transferee (the "Transferee")  that,  in  a
properly  presented case, a bankruptcy court in a case involving the  Transferee
would not disregard the corporate, company or partnership form of the Transferee
and  (ii)  payment  in  full of the Administrative Agent's  actual  expenses  in
connection with such Transfer.

          (c)   As  used herein, the term "Fundamental Transaction" shall  mean,
with  respect to the Operating Partnership, any acquisition by, merger  with  or
consolidation  with or into, or sale of substantially all of its assets  to,  an
entity ("Transferee") if:

                    (i)   Transferee owns, directly or indirectly, substantially
          all the assets which the Operating Partnership owned immediately prior
          to the effective date of such merger, consolidation or sale;

                   (ii)  Transferee agrees in writing to assume all obligations
          of  the  Operating Partnership under the Loan Documents to  which  the
          Operating Partnership is a party;

                  (iii)  Transferee  has  executive  officers  reasonably
          acceptable to the Administrative Agent;

                   (iv)  The Administrative Agent has received confirmation  in
          writing  that such Transferee is not subject to on-going  criminal  or
          bankruptcy proceedings;

                   (v)  Transferee is a Qualified Resultant Owner (hereinafter
          defined)   and   the   Administrative  Agent  has   received   written
          confirmation  from  each of the rating agencies rating  the  Permanent
          Loan that such Transfer will not result in qualification, reduction or
          withdrawal  of  the  then  current ratings  assigned  to  the  related
          certificates issued in connection with such Permanent Loan.

                  (vi)  The property manager after such transaction is  either
          the Operating Partnership or an Affiliate or is a prominent nationally
          recognized  professional management company which at the time  of  its
          engagement  as manager shall be the property manager for at  least  10
          regional  malls  containing at least six million  aggregate  leaseable
          square  feet (inclusive of anchor stores but exclusive of the  Secured
          Line Properties).

                 (vii)  The Secured Line Properties being transferred will
          be   owned  by  one  or  more  Single  Purpose  Entities  and  a  non-
          consolidation opinion acceptable to the Lender and the rating agencies
          rating the Permanent Loan has been delivered;

                (viii)  Transferee's  organizational structure  satisfies
          all  of  the covenants set forth in this Agreement, including, without
          limitation, those covenants set forth in Sections 6.17 and 7.1; and

                  (ix)  60  days' notice to the Administrative Agent has  been
          given.

          (d)   As  used herein, a "Qualified Resultant Owner" means any one  or
more of the following persons who own, individually or collectively, at least  a
51% beneficial interest in and control of the Transferee:  a person that (A)  is
or  is  controlled by either a pension fund, pension fund advisor, an  insurance
company,  a  domestic bank (with total assets of at least  $45  billion),  or  a
person who's long-term unsecured debt is rated at least investment grade by each
of the rating agencies rating the Permanent Loan, (B) has a current net worth of
at  least $250,000,000 and total real estate assets of at least $500,000,000, in
each  case exclusive of the Secured Line Properties (or in the case of a pension
fund  advisor,  controls  $1 billion in real estate assets),  and  (C)  controls
(exclusive of the Secured Line Properties) at least 10 regional malls containing
in the aggregate at least 6,000,000 square feet of leaseable space.

          (e)   Any Transfer that is not a permitted Transfer as described above
and  any  Transfer to Mark Pasquerilla, or any Person controlled  by  either  of
them, such that the REIT shall cease to own directly or indirectly greater  than
50%   of   the  Operating  Partnership,  shall  be  permitted  only   with   the
Administrative Agent's prior written consent of the Administrative Agent and the
Lenders (to the extent required by Section 11.3.

           7.14 Limitation on Restrictions.  Initiate, join in or consent to any
private  restrictive  covenant, zoning ordinance, or  other  public  or  private
restrictions,  limiting or affecting the uses which may be made of  any  Secured
Line  Property  or  any part thereof in such a way that would  have  a  Material
Adverse Effect.

           7.15  Limitations of ERISA.  Take any action which would cause it  to
become  an  "employee benefit plan" as defined in Section 3(3) of  ERISA,  or  a
"governmental plan" as defined in Section 3(32) of ERISA, or a "plan" as defined
in  Section  4875(e)(1) of the Code, or its assets to become  "plan  assets"  as
defined  in  29 C.F.R. Section 2510.3-101, or (ii) sell, assign or transfer  any
Secured Line Property, or any portion thereof or interest therein (other than  a
Lease  entered into a conformity with the provisions of this Agreement), to  any
transferee  which does not execute and deliver to the Administrative  Agent  its
written assumption of the obligations of this covenant.

                        SECTION 8.  ENVIRONMENTAL MATTERS

          8.1   Certain Definitions.  As used herein, the following  terms  have
the meanings indicated:

          (a)   "Environmental  Laws".   Any  local,  state,  federal  or  other
governmental  authority, statute, ordinance, code, order, decree, law,  rule  or
regulation  applicable to the Secured Line Properties pertaining to or  imposing
liability   or   standards  of  conduct  concerning  environmental   regulation,
contamination  or  clean-up  including, without  limitation,  the  Comprehensive
Environmental Response, Compensation and Liability Act, as amended, the Resource
Conservation and Recovery Act, as amended, the Emergency Planning and  Community
Right-to-Know  Act  of 1986, as amended, the Hazardous Materials  Transportation
Act,  as amended, the Solid Waste Disposal Act, as amended, the Clean Water Act,
as  amended, the Clean Air Act, as amended, the Toxic Substances Control Act, as
amended,  the Safe Drinking Water Act, as amended, the Occupational  Safety  and
Health  Act,  as  amended,  The  Pennsylvania Land Recycling  and  Environmental
Remediation  Standards  Act  of  1995,  as  amended,  any  state  superlien  and
environmental  clean-up statutes and all regulations adopted in respect  of  the
foregoing  laws  whether  presently  in  force  or  coming  into  being   and/or
effectiveness hereafter.

          (b)   "Hazardous Materials" means (i) petroleum or chemical  products,
whether  in  liquid,  solid,  or gaseous form, or  any  fraction  or  by-product
thereof,  (ii)  asbestos or asbestos-containing materials, (iii) polychlorinated
biphenyls  (pcbs), (iv) radon gas, (v) any explosive or radioactive  substances,
(vi) lead or lead-based paint, or (vii) any other substance, material, waste  or
mixture  which  is or shall be listed, defined, or otherwise determined  by  any
governmental   authority  to  be  hazardous,  toxic,  or  otherwise   regulated,
controlled or giving rise to liability under any Environmental Laws.

          8.2  Representations and Warranties on Environmental Matters.  To each
Borrower's  knowledge, except as set forth in the Site Assessments,  as  of  the
Fifth  Modification Date, (a) no Hazardous Material is now or was formerly used,
stored, generated, manufactured, installed, treated, discharged, disposed of  or
otherwise present at or about any Secured Line Property or any property adjacent
to  any  Secured Line Property (except for cleaning and other products currently
used  by  the Borrowers or any tenants thereunder in connection with the routine
maintenance or repair of a Secured Line Property or sold or used in the ordinary
course  of  business  each in full compliance with Environmental  Laws)  and  no
Hazardous  Material  was removed or transported from any Secured  Line  Property
other than as disclosed to the Administrative Agent in writing, (b) all permits,
licenses,  approvals  and  filings  required by  Environmental  Laws  have  been
obtained, and the use, operation and condition of any Secured Line Property does
not,  and  did  not previously, violate any Environmental Laws,  (c)  no  civil,
criminal  or  administrative  action, suit,  claim,  hearing,  investigation  or
proceeding has been brought or been threatened which is still pending, nor  have
any  material  settlements  been reached by or with any  parties  or  any  liens
imposed  in  connection  with  any Secured Line  Property  concerning  Hazardous
Materials or Environmental Laws; and (d) no underground storage tanks  exist  on
any  part  of  any  Secured  Line  Property  other  than  as  disclosed  to  the
Administrative  Agent  in  a Site Assessment previously  delivered  to  GECC  in
connection with the Existing Secured Credit Line.

          8.3  Covenants on Environmental Matters.

          (a)   Borrowers  shall  (i)  comply  in  all  material  respects  with
applicable  Environmental Laws; (ii) notify the Administrative Agent immediately
upon  any  Borrower's discovery of any spill, discharge, release or presence  of
any  Hazardous  Material  at, upon, under, within, contiguous  to  or  otherwise
affecting any Secured Line Property; (iii) promptly remove and/or remediate such
Hazardous  Materials  as required by and in full compliance  with  Environmental
Laws;  and  (iv)  promptly forward to the Administrative  Agent  copies  of  all
orders,  notices,  permits,  applications or other  communications  and  reports
received  by the Borrowers in connection with any spill, discharge,  release  or
the  presence  of  any Hazardous Material or any other matters relating  to  the
Environmental  Laws or any similar laws or regulations, as they may  affect  any
Secured Line Property or any Borrower.

          (b)   The  Borrowers shall not cause, shall prohibit any other  Person
within  the  control  of  the Borrowers from causing,  and  shall  use  prudent,
commercially  reasonable efforts to prohibit other Persons  (including  tenants)
from  (i)  causing  any  spill,  discharge or  release,  or  the  use,  storage,
generation,  manufacture, installation, or disposal, of any Hazardous  Materials
at, upon, under, within or about any Secured Line Property or the transportation
of  any  Hazardous  Materials to or from any Secured Line Property  (except  for
cleaning  and  other  products used in connection with  routine  maintenance  or
repair  of  any Secured Line Property or sold or used in the ordinary course  of
business  in  full  compliance with Environmental  Laws),  (ii)  installing  any
underground  storage  tanks  at any Secured Line  Property,  provided  that  the
Borrowers shall be permitted with the consent of the Administrative Agent, which
consent  shall  not be unreasonably withheld or delayed, to replace  underground
storage  tanks  with  new  underground storage  tanks  if  such  replacement  is
performed  in  accordance with all Environmental Laws, or (iii)  conducting  any
activity that requires a permit or other authorization under Environmental  Laws
prior to obtaining the same.

          (c)   The Borrowers shall provide to the Administrative Agent, at  the
Borrowers' expense promptly upon the written request of the Administrative Agent
or  any  Lender from time to time, a Site Assessment or update to  any  existing
Site  Assessment,  to assess the presence or absence of any Hazardous  Materials
and  the potential costs in connection with abatement, cleanup or removal of any
Hazardous  Materials found on, under, at or within any Secured Line Property  to
the  extent  such  abatement,  cleanup or  removal  is  required  by  applicable
Environmental  Law.  The Borrowers shall pay the cost of no more than  one  such
Site  Assessment or update in any twelve (12)-month period, unless  the  request
for  an additional Site Assessment or updated assessment is based on information
provided under Section 8.3(a), a reasonable suspicion of Hazardous Materials  at
or   near  any  Secured  Line  Property,  a  breach  of  representations   under
Section  8.2, or an Event of Default, in which case any such Site Assessment  or
update shall be at the Borrowers' expense.

          8.4   Allocation of Risks and Indemnity.  As between the Borrowers and
the  Administrative  Agent  and Lender, all risk of loss  associated  with  non-
compliance  with  Environmental  Laws, or with the  presence  of  any  Hazardous
Material at, upon, within, contiguous to or otherwise affecting any Secured Line
Property,  shall  lie  solely with the Borrowers except  as  otherwise  provided
herein.   Accordingly, the Borrowers shall bear all risks and  costs  associated
with any loss (including any loss in value attributable to Hazardous Materials),
damage  or  liability  therefrom, including all costs of  removal  of  Hazardous
Materials  or  other remediation required by Environmental Law.   The  Borrowers
shall  indemnify, defend and hold The Administrative Agent  and each Lender  and
its  shareholders, directors, officers, employees and agents harmless  from  and
against  all  loss, liabilities, damages, claims, costs and expenses  (including
reasonable  costs of defense and consultant fees, investigation  and  laboratory
fees,  court costs, and other litigation expenses) arising out of or associated,
in  any way, with (a) the non-compliance with applicable Environmental Laws,  or
(b)  the  existence  of Hazardous Materials in, on, or about  any  Secured  Line
Property, (c) any personal injury (including wrongful death) or property  damage
(real  or personal) arising out of or related to Hazardous Materials in,  on  or
about  any  Secured  Line  Property;  (d) any  lawsuit  brought  or  threatened,
settlement reached, or government order relating to Hazardous Materials  in,  on
or about any Secured Line Property, (e) a breach of any representation, warranty
or  covenant  contained  in  this Article 8, whether based  in  contract,  tort,
implied  or  express warranty, strict liability, criminal or  civil  statute  or
common  law,  or  (f) the imposition of any environmental lien  encumbering  any
Secured  Line  Property; provided, however, the Borrowers shall  not  be  liable
under  such  indemnification to the extent such loss, liability, damage,  claim,
cost  or  expense results solely from the gross negligence or willful misconduct
of  the  Administrative Agent or any Lender.  The Borrowers'  obligations  under
this Section 8.4 shall arise upon the discovery of the presence of any Hazardous
Materials, whether or not the Environmental Protection Agency, any other federal
agency  authorized  to enforce Environmental Laws or any governmental  authority
has  taken  or  threatened any action in connection with  the  presence  of  any
Hazardous  Material,  and whether or not the existence  of  any  such  Hazardous
Material  or  potential  liability on account thereof is  disclosed  in  a  Site
Assessment and shall continue notwithstanding the repayment of the Loans or  any
transfer  or sale of any right, title and interest in any Secured Line  Property
(by  foreclosure, deed in lieu of foreclosure or otherwise) except as  otherwise
provided  herein.  Notwithstanding the foregoing, the Borrowers  shall  have  no
obligation  to  indemnify  the  Administrative Agent  or  any  Lender,  and  the
indemnification provisions set forth in this Section 8.4 shall not apply to  any
release  or  presence of Hazardous Materials which the Borrowers  can  establish
either  (i)  occurred  solely  after  the payment  of  the  Loans  in  full  and
satisfaction  of all of the Borrowers' obligations under the Loan Documents  and
transfer of the Secured Line Properties resulting from a foreclosure or deed  in
lieu  of  foreclosure accepted by the Administrative Agent , on  behalf  of  the
Lenders,  and was not caused by the Borrowers or an Affiliate thereof,  or  (ii)
occurred  solely from the knowing and willful instruction of the  Administrative
Agent  or the Lenders to the Borrowers to take an action that the Administrative
Agent  or  the  Lenders  knew  would cause an  immediate  release  of  Hazardous
Materials  or  which  violated an applicable Environmental Law.   The  Borrowers
shall  have the burden of proving the foregoing.  Additionally, if any Hazardous
Materials  affect  or  threaten  to  affect the  Secured  Line  Properties,  the
Administrative Agent, on behalf of the Lenders, may (but shall not be  obligated
to)  give  such notices and take such actions as it deems necessary or advisable
at the expense of the Borrowers in order to abate the discharge of any Hazardous
Materials  or  remove the Hazardous Materials if the Borrowers  have  failed  to
promptly  and  diligently take such action after notice from the  Administrative
Agent.   Any  reasonable  amounts  actually  incurred  by  and  payable  to  the
Administrative Agent or the Lenders by reason of the application of this Section
8.4  shall become immediately due and payable upon receipt of written notice  by
the  Borrowers and shall bear interest at the default rate set forth in  Section
3.1(b)  hereof  from  the date such notice is received by  the  Borrowers.   The
obligations  and  liabilities  of the Borrowers under  this  Section  8.4  shall
survive  any  termination, satisfaction, assignment,  entry  of  a  judgment  of
foreclosure  or  delivery of a deed in lieu of foreclosure except  as  otherwise
provided herein.

          8.5   No Waiver.  Notwithstanding any provision in this Section  8  or
elsewhere in the Loan Documents, the Administrative Agent and the Lenders do not
waive  and expressly reserves all rights and benefits now or hereafter  accruing
to  the Administrative Agent and/or any Lenders under the "security interest" or
"secured  creditor" exception under applicable Environmental Laws, as  the  same
may  be  amended.  No action taken by the Administrative Agent and/or any Lender
pursuant  to the Loan Documents shall be deemed or construed to be a  waiver  or
relinquishment  of  any  such rights or benefits under  the  "security  interest
exception."

                          SECTION 9.  EVENTS OF DEFAULT

          If any of the following events shall occur and be continuing:

          (a)  The Borrower shall fail to pay any regularly scheduled
     installment of principal, interest or other amounts due under the Loan
     Documents (including, without limitation, the Agency Fee, any other fee
     payable to the Administrative Agent or the Exit Fee) within five (5) days
     of (and including) the day it is due,  or the Borrowers shall fail to pay
     the Loans at the Termination Date, whether by acceleration or otherwise; or

          (b)  Any representation or warranty made by the Borrowers herein or in
     any other Loan Document or which is contained in any certificate, document
     or financial or other statement furnished by them at any time under or in
     connection with this Agreement or any such other Loan Document shall prove
     to have been incorrect in any material respect on or as of the date made;
     provided, however, no Event of Default shall arise under this Section 9(b)
     if (i) the facts which give rise to the  incorrect representation or
     warranty are capable of being cured by the Borrowers, and (ii) such
     underlying facts are cured by the Borrowers within fifteen (15) days of
     notice given to the Borrowers by the Administrative Agent of the
     existence of such incorrect representation or warranty; or

          (c)  The Borrowers shall fail to maintain in full force and effect
     insurance as required under Section 6.5 of this Agreement; or

          (d)  The Borrowers shall default in the observance or performance of
     any agreement contained in Sections 6.4, 6.7, 6.10, 6.11, 6.12, 6.17, 6.18,
     or 6.25, Sections 7.1, 7.3, 7.5, 7.6, 7.7, 7.11, 7.12, 7.13 or 7.15 of this
     Agreement, or there shall occur any "Event of Default" under any of the
     other Loan Documents; or

          (e)  The Borrowers shall default in the observance or performance of
     any other agreement contained in this Agreement or any other Loan Document
     (other than as provided in paragraphs (a) through (d) of this Section), and
     such default shall continue unremedied for a period of thirty (30) days,
     provided, however, that if such default cannot reasonably be cured within
     such thirty (30) day period and the Borrowers shall have commenced to cure
     such default within such thirty (30) day period and thereafter diligently
     and expeditiously proceed to cure the same, such thirty (30) day period
     shall be extended for so long as it shall require the Borrowers in the
     exercise of due diligence to cure such default, it being agreed that no
     such extension shall be for a period in excess of ninety (90) days; or

          (f)  (i) Any Borrower shall commence any case, proceeding or other
     action (A) under  any existing or future law of any jurisdiction, domestic
     or foreign, relating to bankruptcy, insolvency, reorganization or relief of
     debtors, seeking to have an order for relief entered with respect to it, or
     seeking to adjudicate it a bankrupt or insolvent, or seeking reorgani-
     zation, arrangement, adjustment, winding-up, liquidation, dissolution,
     composition or other relief with respect to  it  or  its  debts, or (B)
     seeking appointment of a receiver,  trustee, custodian, conservator or
     other similar official for it or for all  or  any substantial  part  of its
     assets, or such Borrowers shall  make  a  general assignment for the
     benefit of its creditors; or (ii) there shall be commenced against such
     Borrower any case, proceeding or other action of a nature referred
     to in clause (i) above which (A) results in the entry of an order for
     relief or any such adjudication or appointment or (B) remains undismissed,
     undischarged or unbonded for a period of 90 days; or (iii) there shall be
     commenced against such Borrower any case, proceeding or other action
     seeking issuance of a warrant of attachment,  execution, distraint or
     similar process  against  all or any  substantial part of its assets which
     results in the entry of an order for any such relief which shall not have
     been vacated, discharged, or stayed or bonded pending appeal within 90 days
     from the entry thereof; or (iv) such Borrower shall take any action in
     furtherance of, or indicating its consent to, approval of, or acquiescence
     in, any of the acts set forth in clause (i), (ii), or (iii) above; or
     (v) such Borrower shall generally not, or shall be unable to, or shall
     admit in writing its inability to, pay its debts as they become due; or

          (g)  One or more judgments or decrees shall be entered against any
     Borrower involving in the aggregate a liability (not paid or fully covered
     by insurance) of $5,000,000 or more, and all such judgments or decrees
     shall not have been vacated, discharged, stayed or bonded pending appeal
     within 90 days from the entry thereof; or

          (h)  (i) Any of the Security Documents shall cease, for any reason, to
     be in full force and effect, or any Borrower shall so assert or (ii) the
     Lien created by any of the Security Documents shall cease to be enforceable
     and of the same effect and priority purported to be created thereby; or

          (i)  The Operating Partnership shall fail in the payment of any rent,
     additional rent or other charge mentioned in or made payable by the Ground
     Lease as and when such rent or other charge is payable; or

          (j)  There shall occur any "Event of Default" by the Operating
     Partnership, astenant under the Ground Lease, in the observance or per-
     formance of any term, covenant or condition of the Ground Lease on the part
     of the Operating Partnership, to be observed or performed, and said default
     is not cured prior to the expiration of any applicable grace period therein
     provided, or if any one or more of the events referred to in the Ground
     Lease shall occur which would cause the Ground Lease to terminate without
     notice or action by the Ground Lessor or which would entitle the Ground
     Lessor to terminate the Ground Lease and the term thereof by giving notice
     to the Operating Partnership, as tenant thereunder, or if the leasehold
     estate created by the Ground Lease shall be surrendered or the Ground Lease
     shall be terminated or canceled for any reason or under any circumstances
     whatsoever, or if any of the terms, covenants or conditions of the Ground
     Lease shall in any manner be modified, changed, supplemented, altered, or
     amended (other than to extend the term thereof for an additional
     twenty-five (25) years or longer with no material changes other than an
     increase in ground rent of no more than $250,000 per year) without the
     consent of the Administrative Agent and the Majority Lenders;

          (k)  The REIT shall lose its status as a "real estate investment
     trust" for federal income tax purposes; or

          (l)  A Construction Event of Default shall occur;

then  upon  the  occurrence any Event of Default described in paragraph(f),  the
obligations  of  the  Lenders  to advance amounts  hereunder  shall  immediately
terminate, and all amounts due under the Loan Documents immediately shall become
due  and  payable,  all without written notice and without presentment,  demand,
protest,  notice  of  protest or dishonor, notice of intent  to  accelerate  the
maturity  thereof, notice of acceleration of the maturity thereof, or any  other
notice  of  default  of any kind, all of which are hereby  expressly  waived  by
Borrowers;  and upon the occurrence of any other Event of Default,  the  Lenders
shall  have no obligation to make any further advances under the Loans  and  the
Administrative Agent (i) shall have the absolute and unconditional right in  its
sole and absolute discretion to declare the Obligations, or any portion thereof,
immediately  due and payable, and (ii) shall have the absolute and unconditional
right  in its sole and absolute discretion to terminate the Commitments and  the
obligations  of  the  Lenders  with respect thereto  under  this  Agreement.  In
addition, upon the occurrence of any Event of Default, the Administrative  Agent
(A)   shall  have the right to pursue any and all remedies provided for  in  the
Loan  Documents or otherwise available to it at law or in equity  or  otherwise,
and (B) shall have the right to require the Borrowers to institute lock-boxes at
each  Secured  Line  Property for the benefit of the  Administrative  Agent,  on
behalf  of  the  Lenders,  pursuant to lock-box  agreements  acceptable  to  the
Administrative Agent in its sole and absolute discretion, pursuant to which  all
cash-flow  from  such  Secured  Line Properties  shall  be  used  to  repay  the
Obligations in such order and in such priority as the Administrative  Agent  may
from time to time, in its sole and absolute discretion, designate.  All remedies
afforded  to  the Administrative Agent  and/or Lenders under this  Agreement  or
under  any of the Loan Documents are separate and cumulative remedies and it  is
agreed  that  none  of such remedies shall be deemed to be in exclusion  of  any
other  remedies available to the Administrative Agent and the Lenders and  shall
not in any manner limit or prejudice any other legal or equitable remedies which
the Administrative Agent or the Lenders may have.  In addition to the foregoing,
during  the  continuance of an Event of Default, the Borrowers  shall  not,  and
shall  cause  their  Subsidiaries not to, pay any amounts owing  to  Affiliates,
including, without limitation, any management fees, with respect to the  Secured
Line Properties, unless and until the Obligations have been paid in full.


SECTION 10.  CROSS-DEFAULT; CROSS-COLLATERALIZATION; WAIVER OF MARSHALLING

          (a)  The Borrowers acknowledge that the Lenders have made the Loans to
the  Borrowers  upon the security of their collective interests in  the  Secured
Line  Properties  and  in  reliance  upon the  aggregate  of  the  Secured  Line
Properties taken together being of greater value as collateral security than the
sum  of the Secured Line Properties taken separately.  The Borrowers agree  that
the Mortgages are and will be cross-collateralized and cross-defaulted with each
other  so  that  (i)  an  Event  of Default under any  of  the  Mortgages  shall
constitute  an Event of Default under each of the other Mortgages  which  secure
the  Notes;  (ii)  an Event of Default under the Notes or this  Agreement  shall
constitute  an  Event  of Default under each Mortgage; and (iii)  each  Mortgage
shall  constitute security for the Notes as if a single blanket Lien were placed
on all of the Secured Line Properties as security for the Notes.

          (b)   To  the  fullest  extent permitted by law,  the  Borrowers,  for
themselves  and their successors and assigns, waive all rights to a  marshalling
of  the  assets  of  the  Borrowers, the Borrowers'  partners  and  others  with
interests in the Borrowers, and of the Secured Line Properties, or to a sale  in
inverse  order of alienation in the event of foreclosure of all or  any  of  the
Mortgages,  and agree not to assert any right under any laws pertaining  to  the
marshalling  of  assets,  the  sale in inverse order  of  alienation,  homestead
exemption,  the  administration of estates of decedents, or  any  other  matters
whatsoever  to  defeat, reduce or affect the right of the  Administrative  Agent
and  the  Lenders  under  the  Loan Documents to a  sale  of  the  Secured  Line
Properties for the collection of the Obligations without any prior or  different
resort  for  collection  or of the right of the Administrative  Agent   and  the
Lenders to the payment of the Obligations out of the net proceeds of the Secured
Line  Properties in preference to every other claimant whatsoever.  In addition,
the  Borrowers, for themselves and their successors and assigns,  waive  in  the
event  of  foreclosure  of  any  or all of the Mortgages,  any  equitable  right
otherwise  available to the Borrowers which would require the separate  sale  of
the  Secured Line Properties or require the Administrative Agent or the  Lenders
to  exhaust their remedies against any particular Secured Line Property  or  any
combination of the Secured Line Properties before proceeding against  any  other
particular Secured Line Property or combination of Secured Line Properties;  and
further  in  the  event of such foreclosure the Borrowers  do  hereby  expressly
consent  to and authorize, at the option of the Administrative Agent (on  behalf
of  the Lenders), the foreclosure and sale either separately or together of  any
combination of the Secured Line Properties.

SECTION 11.  MISCELLANEOUS

           11.1   Amendments; No Novation.  Neither this Agreement nor any other
Loan  Document,  nor  any terms hereof or thereof may be amended,  supplemented,
modified  or terminated, in whole or in part, except by an agreement in  writing
executed  by the parties hereto.  The parties intend that the Fifth Modification
shall  not  constitute a novation.  In addition, unless expressly  modified  and
amended  hereby,  all terms and conditions of the Existing Secured  Credit  Line
shall   remain  in  full  force  and  effect.   Notwithstanding  the   foregoing
provisions,  the terms and provisions of this Agreement shall supersede  in  all
respects the terms and provisions of the Existing Credit Agreement.

          11.2 Notices.  Any notice required or permitted to be given under this
Agreement  shall  be  in writing and either shall be mailed by  certified  mail,
postage  prepaid,  return receipt requested, or sent by  overnight  air  courier
service, or personally delivered to a representative of the receiving party,  or
sent  by  telecopy (provided an identical notice is also sent simultaneously  by
mail,  overnight  courier, or personal delivery as otherwise  provided  in  this
Section  11.2).   All  such communications shall be mailed, sent  or  delivered,
addressed to the party for whom it is intended at its address set forth below.

     The Borrowers:       c/o Crown American Realty Trust
                          Crown American Properties, L.P.
                          Pasquerilla Plaza
                          Johnstown, Pennsylvania 15901
                          Attention:  Chief Financial Officer
                          Fax:  (814) 533-4661


     The Administrative:  General Electric Capital Corporation Real Estate
     Agent                1528 Walnut Street
                          9th Floor
                          Philadelphia, Pennsylvania 19102
                          Attention:  Asset Management
                          Fax:  (215) 772-0361

     Each Lender:         at the "address for Notices" specified below its  name
                          on the signature pages hereof.

Any  communication so addressed and mailed shall be deemed to be  given  on  the
earliest  of  (a) when actually delivered, (b) on the first Business  Day  after
deposit with an overnight air courier service, or (c) on the third Business  Day
after  deposit in the United States mail, postage prepaid, in each case  to  the
address of the intended addressee, and any communication so delivered in  person
shall  be deemed to be given when receipted for by, or actually received by  the
Administrative  Agent,  or  the Borrowers, as the case  may  be.   If  given  by
telecopy,  a  notice  shall be deemed given and received when  the  telecopy  is
transmitted  to  the  party's telecopy number specified  above  confirmation  of
complete  receipt is received by the transmitting party during  normal  business
hours or on the next Business Day if not confirmed during normal business hours.
Either party may designate a change of address by written notice to the other by
giving at least ten (10) days prior written notice of such change of address.

     11.3 Amendments, Waivers, Etc.

          (a)   Subject  to any consents required pursuant to this Section  11.3
and  any  other  provisions of this Agreement and any other Loan Document  which
expressly  require  the  consent,  approval or  authorization  of  the  Majority
Lenders,  this  Agreement  and  any  other Loan  Document  may  be  modified  or
supplemented  only by an instrument in writing signed by the Borrowers  and  the
Administrative Agent; provided that, the Administrative Agent may  (without  any
Lender's  consent) give or withhold its agreement to any amendments of the  Loan
Documents  or any waivers or consents in respect thereof or exercise or  refrain
from exercising any other rights or remedies which the Administrative Agent  may
have under the Loan Documents or otherwise provided that such actions do not, in
the  Administrative Agent's judgment reasonably exercised, materially  adversely
affect  the value of any Collateral, taken as a whole, or represent a  departure
from Administrative Agent's standard of care described in Section 12.5 (and  the
assignment  or granting of a participation by GECC shall not limit or  otherwise
affect  its  discretion  in respect of any of the foregoing),  except  that  the
Administrative Agent will not, without the consent of each Lender, agree to  the
following  (provided that no Lender's consent shall be required for any  of  the
following which are otherwise required under the Loan Documents): (i) reduce the
principal  amount of the Loans or reduce the interest rate thereon; (ii)  extend
any  stated  payment date for principal of or interest on the Loans  payable  to
such  Lender; (iii) release any Borrower, any guarantor or any other party  from
liability under the Loan Documents (except as provided in Sections 2.6, 2.7  and
2.8  with  respect  to  permitted releases and except for any  assigning  Lender
pursuant  to  Section 11.19 and any resigning Administrative Agent  pursuant  to
Section 12.8); (iv) except as permitted by Sections 2.6, 2.7 or 2.8, release  or
subordinate in whole or in part any material portion of the Collateral given  as
security  for  the Loans; (v) modify any of the provisions of this Section,  the
definition  of  "Majority Lenders" or any other provision in the Loan  Documents
specifying  the  number or percentage of Lenders required  to  waive,  amend  or
modify  any  rights  thereunder or make any determination or grant  any  consent
thereunder;  (vi) modify the terms of any Event of Default; or (vii)  except  as
provided in Section 2.6 or 2.7, 2.8 or 7.5b), consent to (A) the sale, transfer,
encumbrance or substitution of any Secured Line Property or any portion  thereof
(or  any  interest therein) or any direct or indirect ownership interest therein
(except as provided in Section 7.13), (B) the incurrence by any Borrower of  any
additional  indebtedness secured by Secured Line Property, in each case  to  the
extent  (and subject to any standard of reasonability) such consent is  required
under the Loan Documents, and (C) approve the addition of any Additional Secured
Line Property.

          (b)  Notwithstanding anything to contrary contained in this Agreement,
any  modification or supplement of Article 12, or of any of the rights or duties
of  the  Administrative  Agent  hereunder, shall  require  the  consent  of  the
Administrative Agent.

          11.4  Survival.   All  of the indemnities of  the Borrowers  hereunder
(including environmental matters under Section 8, the obligations under  Section
3.6,  and  under  the  indemnification provisions of the  Loan  Documents  shall
survive  (a)  the repayment in full of the Loans and the release  of  the  Liens
evidencing  or securing the Loans, except as otherwise set forth in  Section  8,
(b)  the  transfer (by sale, foreclosure, conveyance in lieu of  foreclosure  or
otherwise)  of any or all right, title and interest in and to each Secured  Line
Property  to  any  party,  whether or not an Affiliate of  Borrower,  except  as
otherwise  set  forth in Section 8, and (c) in the case of any Lender  that  may
assign any interest in its Commitment or Loans hereunder in accordance with  the
terms  of  this  Agreement, the making of such assignment, notwithstanding  that
such assigning Lender may cease to be a "Lender" hereunder.

          11.5  Payment of Expenses.  (a)  The Borrowers agree to  pay  (a)  all
expenses  incurred  by the Administrative Agent in connection  with  the  Loans,
including   fees   and   expenses  of  the  Administrative  Agent's   attorneys,
environmental, engineering and other consultants, and fees, charges or taxes for
the  negotiation, recording or filing of Loan Documents, (b) all expenses of the
Administrative Agent in connection with the administration of the Loans  (except
as  provided in Section 2.2(e)), inspection fees, settlement of condemnation and
casualty awards, and premiums for title insurance and endorsements thereto,  (c)
all  of  the Administrative Agents and/or the initial Lenders' reasonable  costs
and  expenses (including reasonable fees and disbursements of the Administrative
Agent's  and/or  the initial Lenders' external counsel) incurred  in  connection
with  the  initial  syndication  of  the Loans  to  the  Lenders,  and  (d)  the
Administrative  Agent  and  the Lenders for all amounts  expended,  advanced  or
incurred by the Administrative Agent and the Lenders to collect the Notes, or to
enforce  the  rights  of  the Administrative Agent and the  Lenders  under  this
Agreement  or  any other Loan Document, or to defend or assert  the  rights  and
claims  of the Administrative Agent and the Lenders under the Loan Documents  or
with respect to each Secured Line Property (by litigation or other proceedings),
which  amounts will include all court costs, attorneys' fees and expenses,  fees
of  auditors  and accountants, and investigation expenses as may be incurred  by
the  Administrative Agent and the Lenders in connection with  any  such  matters
(whether or not litigation is instituted), together with interest at the Default
Rate on each such amount from the date that is ten (10) days after notice to the
Borrowers  that such amounts have been expended disbursement until the  date  of
reimbursement  to the Administrative Agent and the Lenders, all of  which  shall
constitute part of the Loans and shall be secured by the Loan Documents.

          11.6  Secondary  Market Transactions.  (a)  This  Agreement  shall  be
binding  upon and inure to the benefit of the Administrative Agent, the  Lenders
and  the  Borrowers  and  their  respective successors  and  permitted  assigns,
provided  that  no  Borrower shall, without the prior  written  consent  of  the
Administrative Agent and all of the Lenders, assign any of its rights, duties or
obligations hereunder.

          (b)   Each  Borrower acknowledges that Administrative Agent  and  each
Lender  and  its  respective successors and assigns may  without  notice  to  or
consent from the Borrowers (i) sell this Agreement, the Mortgage, the Notes, the
other  Loan Documents, and any and all servicing rights thereto, or any portions
thereof,  to one or more investors, (ii) participate and/or syndicate the  Loans
to  one or more investors, (iii) deposit this Agreement, the Notes and the other
Loan  Documents,  or any portions thereof, with a trust, which  trust  may  sell
certificates to investors evidencing an ownership interest in the trust  assets,
or (iv) otherwise sell, transfer or assign the Loans or interests therein in one
or  more transactions to investors (the transactions referred to in clauses  (i)
through   (iv)  are  hereinafter  each  referred  to  as  a  "Secondary   Market
Transaction").   Borrower  shall reasonably cooperate  with  the  Administrative
Agent  and  each  Lender in effecting any such Secondary Market Transaction  and
shall  reasonably cooperate and use all reasonable efforts to satisfy the market
standards to which the Administrative Agent and each Lender customarily  adheres
or  which may be reasonably required by any participant, investor, purchaser  or
any  rating  agency  involved  in any Secondary Market  Transaction  (including,
without  limitation,  delivery  of opinions of counsel  in  form  and  substance
similar to the opinions of counsel delivered to the Administrative Agent on  the
date  hereof).   The  Borrowers  shall provide such  information  and  documents
relating  to  the Borrowers and each Secured Line Property as the Administrative
Agent  and  each Lender may reasonably request in connection with such Secondary
Market  Transaction.   In addition, the Borrowers shall make  available  to  the
Administrative  Agent  and  the  Lenders,  at  the  sole  expense  of   to   the
Administrative  Agent and the Lenders, all information concerning  each  Secured
Line Property, its business and operations that the Administrative Agent and the
Lenders may reasonably request.  The Administrative Agent and the Lenders  shall
be  permitted  to  share  all  information  with  the  participants,  investors,
purchasers,  investment banking firms, rating agencies,  accounting  firms,  law
firms  and third-party advisory firms involved with the Loans and Loan Documents
or  the  applicable Secondary Market Transaction.  The Administrative Agent  and
the  Lenders  and  all  of  the aforesaid participants,  investors,  purchasers,
advisors,  rating agencies and professional firms shall be entitled to  rely  on
the  information  supplied by or on behalf of the Borrowers, provided,  however,
that  each  of  them shall be required to keep such information confidential  in
accordance with the requirements of a Confidentiality Agreement.  Each  Borrower
also agrees to execute any amendment of or supplement to this Agreement and  the
other  Loan Documents as the Administrative Agent and the Lenders may reasonably
request in connection with any Secondary Market Transaction, provided that  such
amendment  or  supplement does not change the economic  terms  of  the  Loan  or
increase  the Borrowers' duties, responsibilities or liabilities under the  Loan
Documents.

          (c)   The Notes may hereafter be split, severed and subdivided, by  in
substitution for promissory notes of lesser denominations or otherwise, and,  in
such event, Borrower shall promptly execute additional or replacement Notes.

          11.7  Counterparts.  This Agreement may be executed by one or more  of
the  parties to this Agreement on any number of separate counterparts (including
by   facsimile  transmission  of  signature  pages  hereto),  and  all  of  said
counterparts  taken  together shall be deemed to constitute  one  and  the  same
instrument.

          11.8   Severability.   Any  provision  of  this  Agreement  which   is
prohibited  or unenforceable in any jurisdiction shall, as to such jurisdiction,
be  ineffective  to  the extent of such prohibition or unenforceability  without
invalidating  the  remaining  provisions hereof, and  any  such  prohibition  or
unenforceability   in   any  jurisdiction  shall  not   invalidate   or   render
unenforceable such provision in any other jurisdiction.

          11.9  Integration.   This  Agreement  and  the  other  Loan  Documents
represent  the  agreement  of the Borrowers, the Administrative  Agent  and  the
Lenders  with  respect to the subject matter hereof, and there are no  promises,
undertakings,  representations  or warranties by  the  Lender  relative  to  the
subject  matter hereof not expressly set forth or referred to herein or  in  the
other  Loan  Documents.  Accordingly, the Loan Documents may not be contradicted
by  evidence  of  prior, contemporaneous, or subsequent oral agreements  of  the
parties.   There are no unwritten oral agreements between the parties.   If  any
conflict  or  inconsistency  exists  between  the  Commitment  Letter  and  this
Agreement or any of the other Loan Documents, the terms of this Agreement  shall
control.

          11.10     GOVERNING LAW.

          (A)   THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE
BY THE ADMINISTRATIVE AGENT AND THE LENDERS AND ACCEPTED BY THE BORROWERS IN THE
STATE OF NEW YORK, AND THE PROCEEDS OF THE NOTES DELIVERED PURSUANT HERETO  WERE
DISBURSED  FROM  THE  STATE OF NEW YORK, WHICH STATE THE  PARTIES  AGREE  HAS  A
SUBSTANTIAL  RELATIONSHIP  TO  THE PARTIES AND  TO  THE  UNDERLYING  TRANSACTION
EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY
OF  THE  FOREGOING,  MATTERS  OF CONSTRUCTION, VALIDITY  AND  PERFORMANCE,  THIS
AGREEMENT  AND  THE  OBLIGATIONS ARISING HEREUNDER SHALL  BE  GOVERNED  BY,  AND
CONSTRUED  IN  ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE  TO
CONTRACTS  MADE  AND PERFORMED IN SUCH STATE (WITHOUT REGARD  TO  PRINCIPLES  OF
CONFLICT  LAWS)  AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA,  EXCEPT
THAT  AT  ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT
OF  THE LIENS AND SECURITY INTERESTS CREATED PURSUANT HERETO AND PURSUANT TO THE
OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW  OF
THE  STATE  IN WHICH THE APPLICABLE SECURED LINE PROPERTY IS LOCATED,  IT  BEING
UNDERSTOOD  THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE,  THE
LAW  OF  THE  STATE  OF  NEW  YORK SHALL GOVERN THE CONSTRUCTION,  VALIDITY  AND
ENFORCEABILITY  OF  ALL  LOAN  DOCUMENTS AND  ALL  OF  THE  OBLIGATIONS  ARISING
HEREUNDER OR THEREUNDER.  TO THE FULLEST EXTENT PERMITTED BY LAW, EACH  BORROWER
HEREBY  UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE  LAW
OF  ANY  OTHER  JURISDICTION GOVERNS THIS AGREEMENT  AND  THE  NOTES,  AND  THIS
AGREEMENT  AND  THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH
THE  LAWS  OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE  NEW  YORK
GENERAL OBLIGATIONS LAW.

          (B)   ANY  LEGAL SUIT, ACTION OR PROCEEDING AGAINST THE ADMINISTRATIVE
AGENT,  ANY LENDER OR THE BORROWERS ARISING OUT OF OR RELATING TO THIS AGREEMENT
MAY  AT  THE ADMINISTRATIVE AGENT'S OPTION (WHICH DECISION SHALL BE MADE BY  THE
MAJORITY LENDERS) BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW
YORK,  COUNTY  OF  NEW YORK PURSUANT TO SECTION 5-1402 OF THE NEW  YORK  GENERAL
OBLIGATIONS LAW, AND THE BORROWERS WAIVE ANY OBJECTIONS WHICH THEY  MAY  NOW  OR
HEREAFTER  HAVE  BASED ON VENUE AND/OR FORUM NON CONVENIENS OF  ANY  SUCH  SUIT,
ACTION  OR  PROCEEDING,  AND  THE BORROWERS HEREBY  IRREVOCABLY  SUBMIT  TO  THE
JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.  THE BORROWERS
DO HEREBY DESIGNATE AND APPOINT CT CORPORATION SYSTEM, HAVING AN ADDRESS AT 1633
BROADWAY,  NEW  YORK, NEW YORK 10019, AS THEIR AUTHORIZED AGENT  TO  ACCEPT  AND
ACKNOWLEDGE ON THEIR BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY  BE  SERVED
IN  ANY  SUCH  SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT  IN  NEW
YORK,  NEW  YORK,  AND AGREE THAT SERVICE OF PROCESS UPON  SAID  AGENT  AT  SAID
ADDRESS  AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO THE BORROWERS
IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE
OF  PROCESS  UPON THE BORROWERS, IN ANY SUCH SUIT, ACTION OR PROCEEDING  IN  THE
STATE  OF  NEW  YORK.   THE  BORROWERS (I)  SHALL  GIVE  PROMPT  NOTICE  TO  THE
ADMINISTRATIVE  AGENT OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT  HEREUNDER,
(II)  MAY  AT  ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE  AUTHORIZED
AGENT  WITH  AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND  OFFICE
SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III)
SHALL  PROMPTLY  DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT  CEASES  TO
HAVE  AN  OFFICE  IN  NEW  YORK,  NEW YORK OR IS  DISSOLVED  WITHOUT  LEAVING  A
SUCCESSOR.

          11.11      Waiver of Punitive or Consequential Damages.  None  of  the
Administrative  Agent,  the Lenders or the Borrowers  shall  be  responsible  or
liable  to  the  other  or  to any other Person for any punitive,  exemplary  or
consequential  damages which may be alleged as a result  of  the  Loans  or  the
transaction  contemplated hereby, including any breach or other default  by  any
party hereto.

          11.12     Acknowledgments.  Each Borrower hereby acknowledges that:

          (a)  it has been advised by counsel in the negotiation, execution and
     delivery of this Agreement and the other Loan Documents;

          (b)  Neither the Administrative Agent nor any Lender has any fiduciary
     relationship with or duty to the Borrowers arising out of or in connection
     with this Agreement or any of the other Loan Documents, and the relation-
     ship between the  Borrowers and the Administrative Agent  and the Lenders,
     in connection herewith or therewith is solely that of debtor and creditor;
     and

          (c)  no joint venture is created hereby or by the other Loan Documents
     or otherwise exists by virtue of the transactions contemplated hereby among
     the Borrowers, the Administrative Agent and the Lenders.

          11.13      WAIVERS  OF JURY TRIAL.  THE BORROWERS, THE  ADMINISTRATIVE
AGENT,  AND  THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE  TRIAL  BY
JURY  IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY  OTHER
LOAN  DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.  THIS WAIVER OF RIGHT TO  TRIAL
BY  JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY THE BORROWERS, THE ADMINISTRATIVE
AGENT,  AND THE LENDERS, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE
AND  EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE.
THE  BORROWERS,  THE  ADMINISTRATIVE AGENT, AND  THE  LENDERS  ARE  EACH  HEREBY
AUTHORIZED  TO  FILE  A COPY OF THIS PARAGRAPH IN ANY PROCEEDING  AS  CONCLUSIVE
EVIDENCE OF THIS WAIVER BY THE OTHER PARTY.

          11.14      Public  Disclosure.  Each party hereunder  shall  have  the
right  to review and approve all references to it or them, as applicable, and/or
the  Loans contained in any press release or public documents prepared by or  on
behalf  of the other party(ies), except with respect to filings required  to  be
made with any Governmental Authority.

          11.15     Recourse Obligations.  The Borrowers' obligations in respect
of the Loan shall constitute the full, joint and several recourse obligations of
the Borrowers.

          11.16     Approvals; Third Parties; Conditions.  All  approval  rights
retained  or exercised by the Administrative Agent and the Lenders with  respect
to  leases, contracts, plans, studies and other matters are solely to facilitate
the  Lenders'  credit underwriting, and shall not be deemed or  construed  as  a
determination that the Lenders have passed on the adequacy thereof for any other
purpose  and may not be relied upon by the Borrowers or any other Person.   This
Agreement  is  for the sole and exclusive use of the Administrative  Agent,  the
Lenders  and Borrowers and may not be enforced, nor relied upon, by  any  Person
other  than  the  Administrative  Agent, the Lenders  and  the  Borrowers.   All
conditions  of  the  obligations of the Administrative  Agent  and  the  Lenders
hereunder,  including the obligation to make advances, are  imposed  solely  and
exclusively  for the benefit of the Administrative Agent and the Lenders,  their
successors  and  assigns,  and no other Person shall have  standing  to  require
satisfaction  of such conditions or be entitled to assume that the Lenders  will
refuse  to make advances in the absence of strict compliance with any or all  of
such  conditions, and no other Person shall, under any circumstances, be  deemed
to  be  a  beneficiary of such conditions, any and all of which  may  be  freely
waived  in whole or in part by the Administrative Agent and the Lenders  at  any
time in their sole discretion.

          11.17      Further Assurances.  The Borrowers agree to do or cause  to
be  done all such further reasonable acts and things, and to execute and deliver
or  cause  to  be  executed  and  delivered  all  such  additional  conveyances,
assignments,  agreements  and  instruments as the Administrative  Agent  or  any
Lender  may  at  any  time  reasonably request solely  in  connection  with  the
administration or enforcement of this Agreement and the other Loan Documents  or
in order better to assure, perfect and confirm unto the Administrative Agent and
the Lenders their rights, powers and remedies under this Agreement and under the
other Loan Documents.  Nothing contained in this paragraph shall be construed as
obligating the Borrowers to provide or to cause to be provided any collateral or
security for the Loans other than as expressly contemplated by the provisions of
this Agreement and the other Loan Documents.

          11.18   Name Changes.  The Borrower, the Administrative Agent and  the
Lenders  hereby acknowledge and agree that any Single Purpose Entity may  change
its  name  so  long as (a) the Borrowers provide the Administrative  Agent  with
written  notice of such name change at least twenty (20) Business Days prior  to
the  occurrence  of such name change, (b) the Borrowers promptly  reimburse  the
Administrative Agent for all of the Administrative Agent's reasonable costs  and
expenses  incurred  in  connection with evaluating  and  documenting  such  name
change,  including,  without limitation, any costs  of  refiling  any  Financing
Statements, (c) at no time shall the Lien of any Security Document be materially
affected  other than in connection with the simultaneous substitution of  a  new
Financing Statement, and (d) the Borrowers shall execute such amendments to  the
Loan Documents and provide the Administrative Agent with such title endorsements
reflecting such name change as the Administrative Agent may require.

          11.19    Assignments and Participations.

          (a)   Assignments  by Borrowers.  No Borrower may assign  any  of  its
rights or obligations hereunder or under the Notes without the prior consent  of
all of the Lenders and the Administrative Agent

          (b)   Assignments by the Lenders.  Each Lender may assign any  of  its
Loans,  its  Note  and  its  Commitment  (but  only  with  the  consent  of  the
Administrative Agent); provided that:

          (i)  no such consent by the Administrative Agent shall be required  in
the  case  of any assignment by any Lender to another Lender or an affiliate  of
such Lender or such other Lender;

          (ii)  any such partial assignment (other than to another Lender or  an
affiliate  of  a  Lender) shall be in an amount at least  equal  to  $10,000,000
(unless  the  Administrative Agent shall agree to a lower amount not  less  than
$5,000,000);

         (iii)  each  such assignment (including an assignment  to  another
Lender or an affiliate of a Lender) by a Lender of its Loans or Commitment shall
be  made in such manner so that the same portion of its Loans and Commitment  is
assigned to the respective assignee;

         (iv)  subject to the applicable Lender's compliance with the provisions
of  clauses  (ii)  and  (iii) above, the Administrative Agent's  consent  to  an
assignment shall not be unreasonably withheld, delayed or conditioned if (A)  in
the reasonable judgment of the Administrative Agent, such assignment is made  to
a  reputable  institutional investor with substantial experience in real  estate
lending and originating mortgage loans similar to the Loans, and a financial net
worth  of  at  least $100,000,000, (B) such assignment is first offered  to  the
Administrative  Agent  in accordance with the terms and  conditions  a  separate
agency  agreement among the Administrative Agent and the Lenders,  and  (C)  the
provisions of clause (v) have been satisfied;

          (v)   upon  execution and delivery by the assignee (even if already  a
Lender)  to  the  Borrowers and the Administrative Agent of  an  Assignment  and
Acceptance pursuant to which such assignee agrees to become a "Lender" hereunder
(if  not  already  a Lender) having the Commitment and Loans specified  in  such
instrument, and upon consent thereto by the Administrative Agent to  the  extent
required  above, the assignee shall have, to the extent of such assignment,  the
obligations,  rights and benefits of a Lender hereunder holding  the  Commitment
and  Loans  (or portions thereof) assigned to it (in addition to the  Commitment
and  Loans, if any, theretofore held by such assignee) and the assigning  Lender
shall,  to  the  extent of such assignment, be released from the Commitment  (or
portion  thereof)  so assigned.  Upon each such assignment the assigning  Lender
shall pay the Administrative Agent a processing and recording fee of $3,500  and
the  reasonable  fees  and disbursements of the Administrative  Agent's  counsel
incurred in connection therewith; and

          (vi) no Lender or the Administrative Agent shall assign its rights and
obligations  under this Agreement to (A) any competitors of the  REIT  primarily
involved in the ownership and operation of retail properties, or (B) any  Person
that will not execute a standstill agreement with respect to the acquisition  of
the Borrowers and a Confidentiality Agreement; and

          (vii)     The Notes may hereafter be split, severed and subdivided, by
in  substitution for promissory notes of lesser denominations or otherwise, and,
in such event, Borrower shall promptly execute additional or replacement Notes.

          (c)   Participations.  A Lender may sell or agree to sell  to  one  or
more other Persons (each a "Participant") a participation in all or any part  of
any Loans held by it, or in its Commitment, provided that such Participant shall
not have any rights or obligations under this Agreement or any Note or any other
Loan  Document (the Participant's rights against such Lender in respect of  such
participation  to be those set forth in the agreements executed by  such  Lender
and  the applicable Participant).  All amounts payable by the Borrowers  to  any
Lender under Section 3.6 in respect of Loans held by it and its Commitment shall
be   determined  as  if  such  Lender  had  not  sold  or  agreed  to  sell  any
participations in such Loans and Commitment, and as if such Lender were  funding
each of such Loans and Commitment in the same way that it is funding the portion
of  such Loans and Commitment in which no participations have been sold.  In  no
event  shall  a Lender that sells a participation agree with the Participant  to
take  or  refrain  from  taking any action hereunder or  under  any  other  Loan
Document  except that such Lender may agree with the Participant  that  it  will
not, without the consent of the Participant, agree to (i) increase or extend the
term of such Lender's Commitment, (ii) extend the date fixed for the payment  of
principal of or interest on the related Loan or Loans or any portion of any  fee
hereunder  payable  to  the Participant, (iii) reduce the  amount  of  any  such
payment of principal, (iv) reduce the rate at which interest is payable thereon,
or  any  fee hereunder payable to the Participant, to a level below the rate  at
which  the  Participant  is entitled to receive such interest  or  fee,  or  (v)
consent to any modification, supplement or waiver hereof or of any of the  other
Loan  Documents  to the extent that the same, under Section 11.3,  requires  the
consent of each Lender.

          (d)    Certain   Pledges.   In  addition  to   the   assignments   and
participations  permitted under the foregoing provisions of this  Section  11.19
(but without being subject thereto), any Lender may (without notice to Borrower,
the  Administrative Agent or any other Lender and without payment  of  any  fee)
assign  and  pledge all or any portion of its Loans and its Note to any  Federal
Reserve  Bank as collateral security pursuant to Regulation A and any  operating
circular  issued by such Federal Reserve Bank, and such Loans and Note shall  be
fully  transferable as provided therein.  No such assignment shall  release  the
assigning Lender from its obligations hereunder.

          (e)   Provision of Information to Assignees and Participants.  Subject
to  the  restrictions  set forth in subparagraph (b)(vi)  above,  a  Lender  may
furnish  any  information concerning Borrower or any of its  Affiliates  in  the
possession  of  such  Lender  from time to time to  assignees  and  participants
(including  prospective  assignees and participants), provided  that  each  such
recipient of such information executes and delivers to the Administrative  Agent
a Confidentiality Agreement.

          (f)   No  Assignments  to Borrower or Affiliates.   Anything  in  this
Section  11.19  to  the  contrary  notwithstanding,  no  Lender  may  assign  or
participate any interest in any Loan held by it hereunder to any Borrower or any
of its Affiliates without the prior consent of each Lender.

          11.20      Waivers.   No  course  of  dealing  on  the  part  of   the
Administrative  Agent or any Lender, their officers, employees,  consultants  or
agents, nor any failure or delay by the Administrative Agent or any Lender  with
respect to exercising any right, power or privilege of the Administrative  Agent
or  any  Lender under any of the Loan Documents, shall operate as a  prospective
waiver thereof.

          11.21    Cumulative Rights.  Rights and remedies of the Administrative
Agent  and  the  Lenders under the Loan Documents shall be cumulative,  and  the
exercise or partial exercise of any such right or remedy shall not preclude  the
exercise of any other right or remedy.

          11.22     Indemnification.  Borrowers shall indemnify, defend and hold
the  Administrative Agent and each Lender harmless from and against any and  all
losses, liabilities, claims, damages, expenses, obligations, penalties, actions,
judgments,  suits,  costs  or disbursements of any kind  or  nature  whatsoever,
including the reasonable fees and actual expenses of their counsel, which may be
imposed upon, asserted against or incurred by any of them relating to or arising
out  of:  (a) any Secured Line Property; or (b) any of the Loan Documents or the
transactions  contemplated  thereby,  including,  without  limitation,  (i)  any
accident,  injury  to  or  death of persons or loss of  or  damage  to  property
occurring  in, on or about any Secured Line Property or any part thereof  or  on
the  adjoining  sidewalks, curbs, adjacent property or adjacent  parking  areas,
streets  or  ways, (ii) any inspection, review or testing of or with respect  to
any  Secured  Line Property, (iii) any investigative administrative,  mediation,
arbitration, or judicial proceeding, whether or not the Administrative Agent  or
any  Lender  is designed a party thereto, commenced or threatened  at  any  time
(including  after  the  repayment  of the Loans)  in  any  way  related  to  the
execution,  delivery or performance of any Loan Document or to any Secured  Line
Property,  (iv)  any proceeding instituted by any person claiming  a  Lien,  and
(v)  any  brokerage commissions or finder's fees claimed by any broker or  other
party  in  connection with the Loans, any Secured Line Property, or any  of  the
transactions contemplated in the Loan Documents; except to the extent any of the
foregoing  is  caused  by  the  Administrative Agent's  or  any  Lender's  gross
negligence  or  willful misconduct, in which case the party to  whom  the  gross
negligence or willful misconduct is attributable (but not any other party) shall
not  be entitled to the indemnification provided for hereunder to the extent  of
such gross negligence or willful misconduct. Notwithstanding the foregoing,  the
Borrowers shall have no obligation to indemnify the Administrative Agent or  any
Lender, and the indemnification provisions set forth in this Section 11.22 shall
not  apply  to  any indemnifiable event set forth above which the Borrowers  can
establish either (A) occurred solely after the payment of the Loans in full  and
satisfaction  of all of the Borrowers' obligations under the Loan Documents  and
transfer of the Secured Line Properties resulting from a foreclosure or deed  in
lieu  of  foreclosure accepted by the Administrative Agent,  on  behalf  of  the
Lenders,  and  was not caused by the Borrowers or an Affiliate thereof,  or  (B)
occurred  solely from the knowing and willful instruction of the  Administrative
Agent  or the Lenders to the Borrowers to take an action that the Administrative
Agent  or  the Lenders knew would constitute an Indemnifiable event  under  this
Section  11.26 or which violated an applicable Environmental Law.  The Borrowers
shall have the burden of proving the foregoing.


                                   ARTICLE 12

                            THE ADMINISTRATIVE AGENT


          12.1    Appointment, Powers and Immunities

 .  Each Lender hereby appoints and authorizes the Administrative Agent to act as
its  agent hereunder and under the other Loan Documents with such powers as  are
specifically  delegated  to  the Administrative  Agent  by  the  terms  of  this
Agreement  and of the other Loan Documents, together with such other  powers  as
are reasonably incidental thereto.  The Administrative Agent (which term as used
in  this  sentence and in Section 12.5 and the first sentence  of  Section  12.6
shall  include  reference  to its affiliates and its  own  and  its  affiliates'
officers, directors, employees and agents):

          (a)   shall  have no duties or responsibilities except those expressly
set  forth in this Agreement and in the other Loan Documents, and shall  not  by
reason of this Agreement or any other Loan Document be a trustee for any Lender;

          (b)   shall  not  be  responsible to the  Lenders  for  any  recitals,
statements, representations or warranties contained in this Agreement or in  any
other  Loan  Document, or in any certificate or other document  referred  to  or
provided  for in, or received by any of them under, this Agreement or any  other
Loan   Document,  or  for  the  value,  validity,  effectiveness,   genuineness,
enforceability  or  sufficiency of this Agreement, any Note or  any  other  Loan
Document or any other document referred to or provided for herein or therein  or
for  any  failure  by  any Borrower or any other Person to perform  any  of  its
obligations hereunder or thereunder; and

          (c)   shall not be responsible for any action taken or omitted  to  be
taken  by  it  hereunder or under any other Loan Document  or  under  any  other
document  or  instrument referred to or provided for herein  or  therein  or  in
connection herewith or therewith, except to the extent any such action taken  or
omitted  violates the Administrative Agent's standard of care set forth  in  the
first sentence of Section 12.5.

The  Administrative  Agent  may  employ agents and  attorneys-in-fact,  and  may
delegate  all  or  any part of its obligations hereunder, to third  parties  and
shall  not  be responsible for the negligence or misconduct of any such  agents,
attorneys-in-fact  or  third  parties  selected  by  it  in  good  faith.    The
Administrative  Agent  may deem and treat the payee of  a  Note  as  the  holder
thereof  for all purposes hereof unless and until a notice of the assignment  or
transfer thereof shall have been filed with the Administrative Agent.

          12.2     Reliance  by  the Administrative Agent.   The  Administrative
Agent  shall  be  entitled  to  rely upon any  certification,  notice  or  other
communication   (including,  without  limitation,  any  thereof  by   telephone,
telecopy, telegram or cable) reasonably believed by it to be genuine and correct
and to have been signed or sent by or on behalf of the proper Person or Persons,
and  upon  advice  and statements of legal counsel, independent accountants  and
other  experts  selected by the Administrative Agent.  As  to  any  matters  not
expressly  provided  for  by  this Agreement or any  other  Loan  Document,  the
Administrative  Agent shall in all cases be fully protected  in  acting,  or  in
refraining  from acting, hereunder or thereunder in accordance with instructions
given by the Majority Lenders, and such instructions of the Majority Lenders and
any  action taken or failure to act pursuant thereto shall be binding on all  of
the Lenders.

           12.3     Defaults.  The Administrative Agent shall not be  deemed  to
have  knowledge or notice of the occurrence of a Potential Default or  Event  of
Default unless the Administrative Agent has received notice from a Lender  or  a
Borrower specifying such Potential Default or Event of Default and stating  that
such  notice  is  a  "Notice of Default".  In the event that the  Administrative
Agent  receives such a notice of the occurrence of a Potential Default or  Event
of  Default,  the Administrative Agent shall give prompt notice thereof  to  the
Lenders.   The  Administrative Agent shall (subject to Section 12.7)  take  such
action  with  respect to such Potential Default or Event of  Default  and  other
matters  relating to the Loans as shall be directed by the Lenders in accordance
with  a  separate  agreement entered into by the Administrative  Agent  and  the
Lenders.

          12.4    Rights as a Lender.  With respect to GECC's Commitment and the
Loans made by it, GECC (and any successor acting as the Administrative Agent) in
its  capacity  as  a  Lender hereunder shall have the  same  rights  and  powers
hereunder  as any other Lender and may exercise the same as though it  were  not
acting  as  the Administrative Agent, and the term "Lender" or "Lenders"  shall,
unless the context otherwise indicates, include the Administrative Agent in  its
individual capacity. GECC (and any successor acting as the Administrative Agent)
and  its affiliates (including GECC) may (without having to account therefor  to
any  Lender) lend money to, make investments in and generally engage in any kind
of  lending,  trust  or  other  business with  any  Borrower  (and  any  of  its
Affiliates) as if it were not acting as the Administrative Agent, and  GECC  and
its  affiliates (including GECC may accept fees and other consideration from the
Borrowers  for  services in connection with this Agreement or otherwise  without
having to account for the same to the Lenders.

           12.5     Standard of Care; Indemnification.  In performing its duties
under the Loan Documents, the Administrative Agent will exercise the same degree
of care as GECC normally exercises in connection with real estate loans in which
no  syndication  or  participations are involved, but the  Administrative  Agent
shall  have no further responsibility to any Lender except as expressly provided
herein  and  except  for  its own gross negligence or willful  misconduct  which
resulted  in  actual  loss  to  such Lender, and, except  to  such  extent,  the
Administrative Agent shall have no responsibility to any Lender for the  failure
by  the  Administrative  Agent to comply with any of the Administrative  Agent's
obligations  to  Borrower under the Loan Documents or  otherwise.   The  Lenders
agree  to indemnify the Administrative Agent (to the extent not reimbursed under
Section  11.5,  but  without limiting the obligations  of  the  Borrowers  under
Section 11.5) ratably in accordance with the aggregate principal amount  of  the
Loans  held by the Lenders (or, if no Loans are at the time outstanding, ratably
in  accordance with their respective Commitments), for any and all  liabilities,
obligations,  losses,  damages,  penalties, actions,  judgments,  suits,  costs,
expenses or disbursements of any kind and nature whatsoever that may be  imposed
on,  incurred by or asserted against the Administrative Agent (including by  any
Lender)  arising  out of or by reason of any investigation  in  or  in  any  way
relating to or arising out of this Agreement or any other Loan Document  or  any
other  documents  contemplated  by or referred  to  herein  or  therein  or  the
transactions contemplated hereby or thereby (including, without limitation,  the
costs  and expenses that the Borrowers are obligated to pay under Section  11.5,
but  excluding, unless a Event of Default has occurred and is continuing, normal
administrative  costs  and expenses incident to the performance  of  its  agency
duties hereunder) or the enforcement of any of the terms hereof or thereof or of
any such other documents, provided that no Lender shall be liable for any of the
foregoing to the extent they arise from the Administrative Agent's breach of its
standard of care set forth in the first sentence of this Section.

           12.6     Non-Reliance on the Administrative Agent and Other  Lenders.
Each  Lender  agrees  that  it has, independently and without  reliance  on  the
Administrative  Agent  or  any other Lender, and based  on  such  documents  and
information as it has deemed appropriate, made its own credit analysis  of  each
Borrower and their Affiliates and decision to enter into this Agreement and that
it will, independently and without reliance upon the Administrative Agent or any
other  Lender,  and based on such documents and information  as  it  shall  deem
appropriate  at  the time, continue to make its own analysis  and  decisions  in
taking  or  not  taking  action under this Agreement or  under  any  other  Loan
Document.  Subject to the provisions of the first sentence of Section 12.5,  the
Administrative  Agent shall not be required to keep itself informed  as  to  the
performance or observance by any Borrower of this Agreement or any of the  other
Loan  Documents  or  any other document referred to or provided  for  herein  or
therein  or to inspect the Secured Line Properties or the books of any Borrowers
or  any of its Affiliates.  Except for notices, reports and other documents  and
information  expressly  required  to  be  furnished  to  the  Lenders   by   the
Administrative  Agent  hereunder or as otherwise agreed  by  the  Administrative
Agent  and  the  Lenders, the Administrative Agent shall not have  any  duty  or
responsibility  to  provide  any Lender with any  credit  or  other  information
concerning the affairs, financial condition or business of any Borrower  or  any
of  its Affiliates that may come into the possession of the Administrative Agent
or any of its affiliates.

           12.7    Failure to Act.  Except for action expressly required of  the
Administrative  Agent  hereunder,  and  under  the  other  Loan  Documents,  the
Administrative  Agent  shall  in  all cases be fully  justified  in  failing  or
refusing  to  act  hereunder  and thereunder unless  it  shall  receive  further
assurances  to  its  satisfaction  from the  Lenders  of  their  indemnification
obligations  under Section 12.5 against any and all liability and  expense  that
may be incurred by it by reason of taking or continuing to take any such action.

           12.8     Resignation of the Administrative Agent.  The Administrative
Agent  may  resign at any time by giving notice thereof to the Lenders  and  the
Borrowers.  Upon any such resignation, the Majority Lenders shall have the right
to  appoint  a  successor  Administrative  Agent  which  shall  be  a  financial
institution that has (a) an office in New York, New York with a combined capital
and surplus of at least $500,000,000 and (b) knowledge and experience comparable
to  the  resigning  Administrative  Agent's  knowledge  and  experience  in  the
servicing   of   loans  similar  to  the  Loans  hereunder.   If  no   successor
Administrative  Agent shall have been so appointed by the Majority  Lenders  and
shall  have  accepted  such  appointment  within  30  days  after  the  retiring
Administrative  Agent's  giving  of  notice  of  resignation  of  the   retiring
Administrative Agent, then the retiring Administrative Agent's resignation shall
nonetheless become effective and (i) the retiring Administrative Agent shall  be
discharged  from  its  duties and obligations hereunder and  (ii)  the  Majority
Lenders   shall   appoint  an  interim  administrative   agent   (the   "Interim
Administrative Agent") who shall perform the duties of the Administrative  Agent
(and  all payments and communications provided to be made by, to or through  the
Administrative  Agent shall instead be made by or to such Interim Administrative
Agent)  until  such  time as the Majority Lenders appoint a successor  agent  as
provided for above in this Section 12.8.  Upon the acceptance of any appointment
as  Administrative  Agent  hereunder by a successor Administrative  Agent,  such
successor Administrative Agent shall thereupon succeed to and become vested with
all  the  rights,  powers, privileges and duties of the  retiring  (or  retired)
Administrative Agent, and the retiring Administrative Agent shall be  discharged
from  its  duties and obligations hereunder (if not already discharged therefrom
as provided above in this Section 12.8).  The fees payable by the Borrowers to a
successor  Administrative  Agent shall be the  same  as  those  payable  to  its
predecessor  unless otherwise agreed between the Borrowers and  such  successor.
After   any   retiring   Administrative   Agent's   resignation   hereunder   as
Administrative Agent, the provisions of this Article 12 and Section  11.5  shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as the Administrative Agent.


          IN  WITNESS WHEREOF, the parties hereto have caused this Agreement  to
be   duly   executed  and  delivered  by  their  proper  and   duly   authorized
representatives as of the day and year first above written.


ADMINISTRATIVE AGENT:         GENERAL ELECTRIC CAPITAL CORPORATION, as
                              Administrative Agent


                              By /s/Anthony Juliano
                               Name:  Anthony Juliano
                               Title:  Authorized Signatory

                              Address for Notices:

                              General Electric Capital Corporation
                              125 Park Avenue
                              New York, New York 10017
                              Attention:
                              Telecopier No.:

                              and

                              GE Capital Real Estate
                              1528 Walnut Street
                              Philadelphia, Pennsylvania 19102
                              Attention:  Alan Jovinelly
                              Telecopier No.:  (215) 772-0361/0364



LENDER:                       GENERAL ELECTRIC CAPITAL CORPORATION


                              By:/s/Anthony Juliano
                                Name:  Anthony Juliano
                                Title:  Authorized Signatory

                              Address for Notices:

                              General Electric Capital Corporation
                              125 Park Avenue
                              New York, New York 10017
                              Attention:
                              Telecopier No.:

                              and

                              GE Capital Real Estate
                              1528 Walnut Street
                              Philadelphia, Pennsylvania 19102
                              Attention:  Alan Jovinelly
                              Telecopier No.:  (215) 772-0361/0364

                              Lending Office for Eurodollar and
                              Alternate Base Rate Loans:

                              General Electric Capital Corporation
                              125 Park Avenue
                              New York, New York 10017
                              Attention:  Anthony Juliano
                              Telecopier No.:  (212) 716-8910/8911



                              CROWN  AMERICAN  REALTY  TRUST,  a  Maryland  real
                              estate  investment  trust, in its  capacity  as  a
                              Borrower and as a guarantor



                              By:  /s/ Ronald P. Rusinak

                              Name:  Ronald P. Rusinak
                              Title: Vice President

                              CROWN   AMERICAN  PROPERTIES,  L.P.,  a   Delaware
                              limited partnership, in its capacity as a Borrower
                              and as a guarantor

                              By:  Crown American Realty Trust, a Maryland
                              real estate investment trust, its sole general
                              partner



                                 By: /s/ Ronald P. Rusinak
                                 Name:  Ronald P. Rusinak
                                 Title: Vice President

                              CROWN AMERICAN ACQUISITION
                              ASSOCIATES   I,   L.P.,  a  Pennsylvania   limited
                              partnership

                              By:  Crown American Acquisition Associates I, a
                              Delaware business trust, its sole general
                              partner



                                 By: /s/ Ronald P. Rusinak
                                 Name:  Ronald P. Rusinak
                                 Title: Vice President

                              CROWN AMERICAN ACQUISITION
                              ASSOCIATES   II,  L.P.,  a  Pennsylvania   limited
                              partnership

                              By:  Crown American Acquisition Associates II, a
                              Delaware business trust, its sole general
                              partner



                                 By: /s/ Ronald P. Rusinak
                                 Name:  Ronald P. Rusinak
                                 Title: Vice President



                              CROWN AMERICAN ACQUISITION
                              ASSOCIATES  III,  L.P.,  a  Pennsylvania   limited
                              partnership

                              By:  Crown American Acquisition Associates III, a
                              Delaware business trust, its sole general
                              partner



                                 By: /s/Ronald P. Rusinak

                                 Name:  Ronald P. Rusinak
                                 Title: Vice President



                              CROWN AMERICAN ACQUISITION
                              ASSOCIATES   IV,  L.P.,  a  Pennsylvania   limited
                              partnership

                              By:  Crown American Acquisition Associates IV,
                              a Delaware business trust, its sole general
                              partner



                                 By: /s/ Ronald P. Rusinak
                                 Name:  Ronald P. Rusinak
                                 Title: Vice President

                              CROWN AMERICAN ACQUISITION
                              ASSOCIATES   V,   L.P.,  a  Pennsylvania   limited
                              partnership

                              By:  Crown American Acquisition Associates V,
                              a Delaware business trust, its sole general
                              partner



                                 By: /s/ Ronald P. Rusinak
                                 Name:  Ronald P. Rusinak
                                 Title: Vice President



                              WASHINGTON CROWN CENTER ASSOCIATES, L.P., a
                              Pennsylvania limited partnership

                              By:  Washington   Crown   Center   Associates,   a
                                   Delaware  business trust,  its  sole  general
                                   partner



                                   By: /s/Ronald P. Rusinak
                                   Name:   Ronald P. Rusinak
                                   Title:  Vice President



                                   SCHEDULE 1

                               CLOSING DELIVERIES

          1.    An  ALTA (or equivalent) mortgagee policy of title insurance  in
the Maximum Loan Amount, issued by a title insurance company satisfactory to the
Administrative  Agent,  in  form  and  with  endorsements  satisfactory  to  the
Administrative Agent.

          Without  limitation, such policy shall (a) be in  the  1970  ALTA  (as
amended 84) form or, if not available, ALTA 1992 form (deleting arbitration  and
creditors' rights, if permissible) or, if not available, the form commonly  used
in the state where the proposed property is located, insuring the Administrative
Agent and its successors and assigns; and (b) include the following endorsements
and/or affirmative coverages:  (i) ALTA 9 Comprehensive, (ii) Survey, (iii) ALTA
3.1  Zoning  (with  additional coverage for number and type of parking  spaces),
(iv)  Usury,  (v)  Doing Business, (vi) Access, (vii) Separate Tax  Lot,  (viii)
Environmental Protection Lien, (ix) Subdivision, (x) Contiguity, (xi)  Tax  Deed
(as  applicable), (xii) Mortgage Recording Tax (as applicable), (xiii)  PUD  (as
applicable)  and  (xiv) tie-in.  If tie-in endorsements are not  available,  the
title insurance policy for each proposed property shall be in an amount equal to
125%  of  the  value of the related property and each policy shall contain  last
dollar  and  first loss endorsements.  The Borrowers shall obtain at their  sole
cost   and  expense  such  co-insurance  or  re-insurance  (with  direct  access
provisions) as the Administrative Agent shall require.

          2.    All  documents  evidencing  the formation,  organization,  valid
existence,  good standing, and due authorization of and for the  Single  Purpose
Entity for the execution, delivery, and performance of the loan documents.

          3.   Legal opinions issued by counsel for the Borrowers, opining as to
the   due  organization,  valid  existence  and  good  standing,  and  the   due
authorization,  execution, delivery, enforceability and  validity  of  the  Loan
Documents,  that  the Loans are not usurious, that the Loans Documents  and  the
Loans  do  not  create  or  constitute a partnership, and,  to  the  extent  the
Administrative Agent is not otherwise satisfied, that the proposed  property  is
in  compliance  with  applicable zoning and other laws, and  as  to  such  other
matters as the Administrative Agent and its counsel reasonably may specify.

          4.    Current Uniform Commercial Code searches, litigation, bankruptcy
and judgment reports as required by the Administrative Agent with respect to the
Single Purpose Entities.

          5.    Standard  extended coverage and all-risk insurance policies,  or
certificates thereof in form satisfactory to the Administrative Agent,  insuring
the proposed property for the full insurable value thereof on a replacement cost
claim  recovery  basis  (without  deduction for  depreciation  or  co-insurance)
against  damage  by  fire  and  other hazards as the  Administrative  Agent  may
require,  including  use  and  occupancy insurance  covering  rental  income  or
business  interruption  in  an  amount not less  then  twenty-four  (24)  months
anticipated gross rental income or gross business savings and commercial general
liability  insurance with respect to the proposed property providing for  limits
of liability of not less than $1,000,000 for both injury to or death of a person
and  for  property  damage  per  occurrence, and other  liability  insurance  as
required  by  the Administrative Agent.  The Administrative Agent  reserves  the
right  to  require  the  following  insurance:   boiler  and  machinery;  flood;
earthquake/sinkhole; workers compensation; and/or building  ordinance.   If  the
proposed  property  is  located in an area identified by the  Federal  Emergency
Management  Agency as an area having special flood hazards and  in  which  flood
insurance  has  been made available under the National Flood  Insurance  Act  of
1968,  the Flood Disaster Protection Act of 1973 or the National Flood Insurance
Reform  Act  of  1994 (as each such act may be amended or succeeded),  insurance
shall  include  coverage against damage by flood.  Property  insurance  policies
shall name the Administrative Agent (on behalf of Lenders) as mortgagee under  a
New  York  (or  equivalent) long-form non-contributory  endorsement.   Liability
insurance shall designate the Administrative Agent (on behalf of Lenders) as  an
additional insured.  All such insurance policies and endorsements shall be fully
paid  for  and contain such provisions and expiration dates and be in such  form
and  issued by insurance companies licensed to do business in the state in which
the  proposed  property  is  located, with  a  rating  of  "A-X"  or  better  as
established by Best's Rating Guide or "AA" as established by Standard &  Poor's.
All  such policies shall guarantee at least 30 days notice to the Administrative
Agent  in  the  event  of  cancellation, renewal or  material  change.   Blanket
policies   will   be  permitted  provided  the  Administrative  Agent   receives
appropriate endorsements and/or duplicate policies confirming the Administrative
Agent's  right  to continue coverage on a pro rata pass-through basis  and  that
coverage will not be affected by loss on other properties.

          6.    A current (dated within the preceding 30 days) "as-built" survey
of  the  proposed property, certified to the Administrative Agent and the issuer
of  the  title  insurance,  prepared by a licensed surveyor  acceptable  to  the
Administrative   Agent   and  such  title  insurer,  and   conforming   to   the
Administrative   Agent's   current  standard   survey   requirements.    Without
limitation, the minimum requirements for the survey shall be as set forth in the
1992  Minimum  Standard Detail Requirements for ALTA/ACSM  Land  Title  Surveys,
"Urban Survey" classification, with the following additional items from Table A,
"Optional  Survey  Responsibilities  and  Specifications":   "2"  (vicinity  map
showing nearby highway or major intersection), "3" (flood zone designation), "4"
(land  area),  "6" (setbacks, height and bulk restrictions), "7" (dimensions  of
improvements),  "8"  (other  visible improvements), "9"  (parking  areas),  "10"
(access to public way, driveway and curb cuts), "11" (utilities) and "13" (other
significant observations).

          7.    A  current  engineering  report with  respect  to  the  proposed
property  satisfactory  to the Administrative Agent in all  respects,  covering,
among  other  matters,  inspection of heating  and  cooling  systems,  roof  and
structural details and showing no failure of compliance with building plans  and
specifications,  applicable legal requirements (including  requirements  of  the
Americans  with  Disabilities Act) and fire, safety and  health  standards.   As
requested  by  the  Administrative  Agent such  report  shall  also  include  an
assessment  of  the  proposed property's tolerance for  earthquake  and  seismic
activity.

          8.    An  environmental engineering report for the  proposed  property
satisfactory  to  the  Administrative Agent in  all  respects,  prepared  by  an
engineer engaged by the Administrative Agent at the Borrowers' expense and in  a
manner  satisfactory  to the Administrative Agent, based upon  an  investigation
relating  to  and  making  appropriate inquiries  concerning  the  existence  of
hazardous  materials,  substances or waste products on  or  about  the  proposed
property, and the past or present discharge, disposal, release or escape of  any
such  substances, all consistent with ASTM Standard E 1527-93 (or any  successor
thereto published by ASTM) and other good customary and commercial practice.

          9.    A  current rent roll of the proposed property, certified to  the
Administrative  Agent, and a copy of the standard lease form  for  the  proposed
property.   As  requested by the Administrative Agent, copies  of  all  existing
tenant leases and material service contracts.

          10.   A  copy  of the management agreement for the proposed  property,
certified by the Borrowers as being true, correct and complete.

          11.   Borrowers' deposit with the Administrative Agent of  the  amount
required by the Administrative Agent to impound for taxes and assessments and to
fund any other required escrows or reserves.

          12.  Evidence that (a) the proposed property and the operation thereof
comply  with  all  legal and zoning requirements, including that  all  requisite
certificates  of occupancy, building permits, and other licenses,  certificates,
approvals  or consents required of any governmental authority have  been  issued
without  variance  or  condition, (b) following any casualty,  the  improvements
located  on  the  proposed property may be reconstructed  and  the  current  use
thereof  restored, and (c) there is no litigation, action, citation,  injunctive
proceedings or like matter pending or threatened with respect to the validity of
such matters.

          13.   Evidence  that all fees and commissions payable to  real  estate
brokers, mortgage brokers, or any other brokers or agents in connection with the
Loans or the proposed property have been paid.

          14.   Estoppel  certificates  and subordination,  non-disturbance  and
attornment agreements from tenants, and such estoppel certificates, consents and
other  documents as the Lender shall request from counter-parties to  reciprocal
easement agreements, operating agreements and similar agreements.

          15.   If the proposed property consists of more than one project,  all
of  the  projects comprising the proposed property shall be owned by the  Single
Purpose  Entity and cross-collateralized and encumbered in a manner satisfactory
to the Administrative Agent in its sole discretion.

          16.  A current Appraisal.

          17.   Such other documents or items as the Administrative Agent or its
counsel reasonably may require.


                                   SCHEDULE 2

                               LOAN DATA CHECKLIST


For Lender Use Only
                                                                 Orig.    Lender

     A.   A.   Financial Information

1.   Copies  of  third party audits, reviews or other  reports
     (e.g.  internal  audits, operational reviews)  -  last  3
     years                                                       ______   ______

2.   Monthly  detailed operating statements  -  preferably  in
     spreadsheet  format prior 12 months, Year  to  Date,  and
     last 3 full years with detail on capital improvements and
     miscellaneous  income.   Provide  on  disk  if  available
                                                                 ______   ______

3.   Detail   on  tenant  reimbursements  for  CAM,  operating
     expenses,  taxes,  etc. with supporting documentation  on
     how  reimbursements calculated last  12  months             ______   ______

4.   Property  tax  bills - last 3  years                        ______   ______

5.   Current insurance terms and current bill for property and
     liability coverages                                         ______   ______

6.   Current  staffing  list including position/title,  annual
     wages,  full/part-time status.  If staffing is  seasonal,
     also  indicate  seasonal employees and number  of  months
     they   are  employed                                        ______   ______

7.   Summary  of  expenses being allocated to the property  by
     management   company                                        ______   ______

8.   Summary  of  payments to Borrower-related  parties  being
     charged  to  the  property                                  ______   ______

9.   Copy  of  current aged rent delinquency  report             ______   ______

10.  Copies  of  daily cash receipts journal - last  2  months
                                                                 ______   ______

11.  Copies  of  deposit slips - last 2  months                  ______   ______

12.  Copy  of  detailed balance sheet - current  year            ______   ______

13.  Copies  of  monthly  bank statements  -  past  12  months   ______   ______

14.  General  Ledger - YTD and previous calendar  (or  fiscal)
     year                                                        ______   ______

15.  Utility  Bills  - copies of all bills for last  2  months   ______   ______

16.  Service  Contracts - copies of signed contracts  for  all
     major   services                                            ______   ______

     B.   B.   Tenancy Information

1.   Current  rent roll, certified by Borrowers  as  true  and
     correct  with  the  following:                              ______   ______

     Tenant Name                   Expense Reimbursements
     Suite/Unit Number             Any Other Charges
     Square Footage                Expense Stops
     Lease Start Date              Expense Base Year
     Lease Stop Date               Percentage Rent - Terms
     Rent Start Date               Percentage Rent - Amount
     Concessions                   Renewal Options
     Rent Amount                   Termination or Cancellation Options
     Rent per SF/Unit/Pad          Expansion Options
     Rent Value of Vacant/         Non-disturbance Clauses
      Mgmt Space                   First Right of Resusal
     Rent Steps

2.   Percentage  rent  billing  statements  -  last  3   years   ______   ______

3.   Store sales figures for all tenants for at least the last
     3  years                                                    ______   ______

4.   Monthly  occupancy  summary - past  24  months              ______   ______

5.   Copies   of  leases                                         ______   ______

     --   Multifamily, manufactured housing, self storage  and
          senior living - copy of standard lease form

     --   For  all  other properties - copies of all  executed
          leases

6.   Credit  rating  reports  for anchor(s)  and  all  tenants
     occupying  10%  or  more of net rentable  area               ______  ______

     C.   C.   Property Information

1.   Floor plans and specifications indicating location of all
     tenants                                                     ______   ______

2.   Site Plan                                                   ______   ______

3.   Marketing brochure                                          ______   ______

4.   Borrowers' business  plan  relative  to  the Property       ______   ______

5.   Name   and  address  of  5  most  competitive  properties   ______   ______

6.   Copies  of  any  easement  agreements                       ______   ______

7.   Copy  of  Certificate  of  Occupancy                        ______   ______

8.   Copy  of  Ground  Lease (if  applicable)                    ______   ______

9.   Copy  of  franchise agreement  -  Hotels                    ______   ______

10.  Marketing  Plan  -  Hotels                                  ______   ______

11.  Recent  Property  Improvement Plan  -  Hotels               ______   ______

12.  Inspection   and  licensing  reports  -   Senior   Living
     Properties                                                  ______   ______

13.  Medicaid  and  Medicare  cost  reports  -  Senior  Living
     Properties                                                  ______   ______

14.  Correspondence  between  state agencies  and  operator  -
     Senior   Living  Properties                                 ______   ______

     D.   D.   Borrower, Principal  and Property Management Information

1.   Borrowers Hierarchy Summary/Summary of Ownership            ______   ______

2.   Federal income tax returns for borrowing entity - last
     3 years                                                     ______   ______

3.   Borrowers, principal and Guarantor's financial statements
     (signed  and  certified  as true and  correct,  including
     corporate  ID  number  or social security  numbers,  home
     addresses  and  birth  dates)  -  for  last  three  years   ______   ______

4.   Certified  portfolio summary for Borrowers and Principals
     including:                                                  ______   ______

     Property Name                 Net Operating Income
     Property Type                 Annual Debt Service
     City                          Name of Mortgage Holder
     State                         Mortgage Holder Contact Name
     Number of Units or SF         Mortgage Holder Phone Number
     Current Occupancy

5.   Resumes for Borrowers, Principals and Management Company    ______   ______

6.   Certified   list  of  all  loan  guarantees,  cash   flow
     guarantees,   master  lease                                 ______   ______

7.   Obligations  and any other contingent liabilities  -  for
     each  Principal  Bank/credit  references  for  Borrowers,
     Principals,  and  Guarantors  including  name  and  phone
     number  of  each  contact                                   ______   ______

8.   Copy  of  executed  management  contract                    ______   ______


                                 SCHEDULE 2.7


                           MINIMUM REQUIRED OCCUPANCY
                           RATES AND UNDERWRITTEN NOI
                             FOR OUT-PARCEL RELEASES


          Property          Minimum Occupancy     Minimum UNOI

   Shenango Valley Mall            90%           $1,690,556
   Bradley Square Mall           87.6%           $1,896,440
   Mt. Berry Square Mall         87.7%           $2,544,866
   Jacksonville Mall               90%           $3,761,293
   Valley Mall                   68.5%           $3,533,559
   Washington Crown
   Center                          90%           $3,777,000


                                                  SCHEDULE 3


                                   COMMITMENTS



                                 SCHEDULE 3.5(d)


               LIST OF RETIREMENT ACCOUNTS  NOT SUBJECT TO SET-OFF


PNC Bank
         Trust Under Deferred Compensation Plan, dated December 26, 1996
         (Savings Restoration Plan Trust)

         Trust Agreement, dated October 1995
         (Crown American Properties, LP Retirement Savings Plan Trust)

USBancorp
         The Key Executive Capital Incentive Plan Trust, dated November 1, 1994


                                  SCHEDULE 4.6


                                   LITIGATION

                              (DISCLOSURE SCHEDULE)

1.   In  re  Crown  American  Realty Trust Securities  Litigation,  No.  95-202J
     (W.D.Pa.)  &  Warden  v. Crown American Realty Trust, et  al.,  No.  96-25J
     (W.D.Pa.):   On  August 10, 1995, August 17, 1995, and  September  8,  1995
     complaints  were filed by various individuals on behalf of  themselves  and
     also purportedly on behalf of other similarly situated persons against  the
     Company  and  certain of its executive officers in United  States  District
     Court  for  the  Western  District of Pennsylvania to  recover  unspecified
     damages under the federal securities laws resulting from a decline  in  the
     market  price for the Company's common shares of beneficial interest  which
     are  listed and traded on the New York Stock Exchange.  The decline in  the
     Company's  share  price followed the announcement  on  August  8,  1995  of
     various  operational  and  capital resource  initiatives  by  the  Company,
     including the reduction of the Company's quarterly dividend to increase its
     levels  of  retained  internal cash flow and the planned  sale  of  certain
     assets  that  at the time did not fit the Company's growth  strategy.   The
     complaints  in  these three cases were consolidated  by  the  Court  and  a
     consolidated   amended  complaint  was  filed  on  July  30,   1996.    The
     consolidated amended complaint asserts a class period extending from  March
     1, 1995 to August 8, 1995, inclusive.

     A fourth Complaint was filed the week of December 15, 1995 by an individual
     on  behalf  of  himself and also purportedly on behalf of  other  similarly
     situated persons against the Company and certain of its current and  former
     executive  officers  in the United States District Court  for  the  Eastern
     District of Pennsylvania (the Warden action).  This action was subsequently
     transferred to the Western District of Pennsylvania.  While this  Complaint
     is  substantially similar to the previous Complaints, it  alleged  a  class
     period extending from August 17, 1993 (the IPO date) to August 8, 1995.

     The  Company filed a motion seeking to dismiss the consolidated action  and
     negotiated a stay of the Warden action pending resolution of the motion  to
     dismiss  the consolidated actions.  On September 15, 1997 the Court  issued
     an  opinion dismissing the consolidated amended complaint.  In its  ruling,
     the  Court dismissed certain allegations with prejudice and others with  an
     opportunity  to amend.  On October 10, 1997 the Plaintiffs filed  a  second
     amended  complaint  in the consolidated action.  On December  2,  1997  the
     court  entered an order consolidating the cases for pretrial purposes.   On
     December 16, 1997 the Plaintiff in the Warden action filed a second amended
     complaint,  which changed the end of the putative class period to  February
     28,  1995.  On January 16, 1998 the Company filed motions seeking dismissal
     of both the consolidated action and the Warden action.  On October 15, 1998
     the  Court in the Warden action granted the Company's motion to dismiss and
     permitted the plaintiffs to file a third amended complaint.

     On  November  2,  1998, the Court granted in part and denied  in  part  the
     Company's   motion  to  dismiss  the  second  amended  complaint   in   the
     consolidated action.  In its ruling, the Court dismissed the Company  as  a
     defendant  and  dismissed  all of the plaintiff's  claims  with  prejudice,
     except for a narrow set of allegations relating to projections of the  1995
     dividend  at  a  March 1995 REIT conference and in the 1994 annual  report.
     On  November  30,  1998,  the  plaintiffs in  the  Warden  action  and  the
     consolidated   action  each  filed  third  amended  complaints.    In   the
     consolidated action, plaintiffs sought to renew certain claims against  the
     Company  notwithstanding the Court's prior rulings.  On December 21,  1998,
     the Company filed a motion seeking dismissal of the third amended complaint
     in  the Warden action.  On February 5, 1999, the Company filed a motion  to
     dismiss the third amended complaint in the consolidated action.

      On  July  6,  1999, the Court granted the Company's motion to dismiss  the
third  amended  complaint in the Warden action in its entirety  with  prejudice.
On  August 5, 1999, the plaintiffs filed an appeal to the U.S. Court of  Appeals
for  the Third Circuit.  On July 20, 1999, the Court granted in part and  denied
in  part  the  Company's motion to dismiss the third amended  complaint  in  the
consolidated  action.   In  its ruling, the Court dismissed  the  Company  as  a
defendant  and  otherwise ruled consistent with its November 2, 1998,  decision,
dismissing  all  of  the  claims,  except for  the  narrow  set  of  allegations
referenced above.

     On  May  17,  2000,  the individual defendants filed a motion  for  summary
judgment in the consolidated action.  This motion is awaiting decision. On  July
12,  2000,  the Court of Appeals affirmed in all respects the dismissal  of  the
Warden  action.   On  July 25, 2000, Plaintiffs in the  Warden  action  filed  a
petition requesting a rehearing of their appeal.  On August 24, 2000, the  Court
of  Appeals  denied  Plaintiffs' petition and the Warden  action  has  now  been
finally concluded in favor of the Company and its officers.

     The  Company  believes, based on the advice of legal counsel, that  it  and
the  named  officers  have substantial defenses to the plaintiffs'  claims,  and
the  Company  intends  to  vigorously defend the action.  The Company's  current
and   former   officers that are named in this litigation are  covered  under  a
liability  insurance  policy  paid for by the Company.  The Company's   officers
also   have  indemnification  agreements with  the  Company.   While  the  final
resolution  of  this litigation cannot be presently determined, management  does
not  believe   that  it will  have  a material adverse effect on  the  Company's
consolidated  results  of operations or financial condition.


2.   Tuk-Ki  Carpenter & Diana Carpenter v. Crown American Corporation et.  al.,
     No.   97-2430-CV;  Circuit  Court  for  Frederick  County,  Maryland.   The
     Plaintiffs  sued the Company, Wilson's Leather (a Tenant at  Francis  Scott
     Key  Mall)  and certain of its employees, and security guards  for  alleged
     assault  and  battery,  false arrest, false imprisonment,  and  defamation.
     Included  in Plaintiffs' complaint are claims for compensatory and punitive
     damages.   The Company believes, based on advice of counsel,  that  it  has
     substantive  defenses  to Plaintiffs' claims, and the  Company  intends  to
     vigorously defend the action.

3.   Dasurije  Emini and Paso Emini, Individually and as Executor of the  Estate
     of Shkurte Emini, a deceased minor v. Crown American Financing Partnership,
     L.P.,  Crown  Investment  Trust,  Crown American  Properties,  L.P.,  Crown
     American  Realty Trust and Crown American Crossroads, LLC, et al.,  in  the
     Court of Common Pleas of Lackawanna County, Pennsylvania, No. 99 CIV 6440.

     This  matter arises out of a two-car motor vehicle accident which  occurred
     on  November  11,  1998  on Viewmont Drive in Dickson  City,  Pennsylvania.
     Viewmont  Drive  is  owned  by Crown Investment Trust  and,  by  agreement,
     maintained  by Crown American Financing Partnership, L.P.  As a  result  of
     this  accident,  Shkurte  ("Sarah") Emini, age 14,  was  ejected  from  her
     vehicle and killed.  Ms. Emini's mother, Dasurije Emini, was injured.   The
     driver  of the other vehicle involved in this accident, Curtis Branch,  has
     also  been  named as a defendant in this action, as has the  owner  of  the
     vehicle  operated  by  Mr.  Branch, Andrea  Davis.  Mr.  Branch  and  three
     passengers  in his vehicle were also injured in the accident.  A  passenger
     in  the  vehicle operated by Mr. Branch, Daniel Brown, has filed a separate
     lawsuit against Mr. Branch, Mrs. Emini and the above-named Crown entities.

     In  addition  to  the Crown entities, Ford Motor Company,  the  Borough  of
     Dickson  City,  the  City  of  Scranton, Wal-Mart  Stores,  Inc.  and  Ceco
     Associates have also been named as Defendants

     On  September  26, 2000, a ten (10) count Complaint was filed  against  the
     Crown entities and Ford Motor Company.  In general, the allegations against
     the  Crown  entities  assert that Viewmont Drive was negligently  designed,
     constructed   and   maintained  by  Crown.   Specific  allegations   assert
     inadequate   warnings,  inadequate  visibility,  improper  site  distances,
     inadequate  design  for foreseeable speeds, improper or inadequate  signage
     and  lane  designations, failure to install necessary traffic  signals  and
     improper or inadequate lighting.

     Further,  the  Complaint  alleges that prior to and  on  the  date  of  the
     accident, Crown was aware of the above deficiencies as well as a high  rate
     or  serious  collisions  on Viewmont Drive, a high rate  of  complaints  by
     citizens  and  local police regarding speeding, and that Crown  had  actual
     notice  that  a traffic signal at the intersection was warranted  based  on
     traffic studies performed prior to the date of the accident.

     As a result of the above, Plaintiffs seek compensatory and punitive damages
     from all of the Crown Defendants.

     Plaintiffs  also seek compensatory and punitive damages against Ford  Motor
     Company,  asserting  product  liability,  negligence,  wrongful  death  and
     survival  actions.  In summary, the claims against Ford assert  a  lack  of
     vehicle crash worthiness, failure of the vehicle door latch and failure  of
     the lap belt/shoulder harness restraint system.

     Plaintiffs have informed us that, at present, they do not intend to  assert
     any  claims  against  Wal-Mart Stores, Inc., Ceco  Associates,  Borough  of
     Dickson City or the City of Scranton.

     Although  discovery is continuing, it is believed that all  of  the  claims
     against  the Crown entities are substantially without merit and  the  Crown
     Defendants' intend to vigorously defend these claims.

4.   John D'Andrea and Dorothy Bearer, plaintiffs v. Crown American Corporation,
     Crown  American  Properties,  L.P., Crown  American  Financing  Partnership
     and/or  Crown  American WL Associates L.P., defendants;  in  the  Court  of
     Common Pleas of Blair County at 99 GN 2384

     According  to  Plaintiffs'  Amended Complaint,  Plaintiffs  are  homeowners
     living in close proximity to the Logan Valley Mall.  Plaintiffs allege that
     construction performed on the mall has lead to repeated flooding  of  their
     property.  Counts one and two are claims under the Pennsylvania Storm Water
     Management Act seeking both equitable and monetary relief; counts three and
     four  are claims for diversion of stream water and harm to riparian  rights
     seeking both equitable and monetary relief; counts five and six are  claims
     for  diminution of property value, seeking money damages; counts seven  and
     eight are claims for negligence, seeking money damages; and counts nine and
     ten  are  claims  for gross negligence and punitive damages.     Plaintiffs
     claim  entitlement to damages for emotional distress and for diminution  in
     the  value  of  their property, and request an injunction  restraining  the
     Defendant  from operating the mall in such a manner as to permit  or  cause
     water to overrun the Mill Run Creek.

     Crown  has  filed Preliminary Objections to the Amended Complaint asserting
     multiple deficiencies in the Amended Complaint.

     Plaintiffs'  Amended Complaint is deficient for the following reasons:  (1)
     Plaintiffs have failed to allege a claim under the Pennsylvania Storm Water
     Management Act, as they have failed to plead the existence and/or violation
     of  a  municipal watershed storm water plan; (2) Plaintiffs have failed  to
     plead  facts  necessary  to  allege  a  claim  for  punitive  damages;  (3)
     Plaintiffs  improperly plead both equitable and legal claims  in  the  same
     causes  of  action; and (4) Plaintiffs cannot state a claim  for  emotional
     harm  as they have failed to allege how Defendants' conduct has caused them
     physical  injury.  Argument on the Preliminary Objections is scheduled  for
     November 8, 2000.

     Although  discovery has not yet commenced, it is believed that  Plaintiffs'
     claims  are  wholly  without merit and Crown will vigorously  defend  these
     claims.


With  the  exception  of  potential successor - liability  claims  being  raised
against  the Companies (which as of this date have not been raised), any matters
arising  prior  to August 17, 1993, will in all probability be  subject  to  the
Indemnity  Agreement, dated as of August 17, 1993, from Crown Investments  Trust
to  Crown  American  Realty  Trust or Article XII of the  Amended  and  Restated
Agreement of Limited Partnership of Crown American Properties, L.P., dated as of
August  17,  1993, as amended until the expiration of any applicable statute  of
limitations.

In  the  normal course of business, both at the home office of Crown and at  the
various  property locations, numerous complaints and disputes  are  received  or
arise  and  are  handled  with respect to claims both  by  and  to  tenants  and
licensees  of  the Crown properties and contractors and vendors supplying  goods
and services to Crown or to Crown properties.  Such matters have not been listed
above as rising to the level of pending or threatened litigation except in those
cases where actual litigation has commenced or where it has been determined that
a genuine and material threat of litigation exists with respect to such claims.

Other  matters in litigation which have not been addressed herein are not likely
to  have  a material effect upon the Properties or Crown if determined adversely
to Crown.



                                  SCHEDULE 4.38



I.   Bradley Square Mall:

     A.   Efrain Romo
          t/a Pizza Nostra
          Room #804

          Landlord obtained judgment in the amount of $21,260.95 and is seeking
          assets of Tenant in order to execute.

II.  Mount Berry Square Mall:

     A.   Gregory Enterprises, Inc.
          t/a Top Dog
          Food Court Room #817

          Landlord sued Tenant for $22,128.82 and the case is on the trial  list
          in Cambria County, Pennsylvania.

     B.   Discover Communications, Inc.
          t/a Discover Communications
          Room #511

          Tenant  is  in  default for August, September, October,  and  November
          rents.

     C.   National Record Mart, Inc.
          t/a National Record Mart
          Room #918

          Tenant is in default for November rents.

     D.   Maxey R. Hanson
          t/a 55-60's Ice Cream Parlor
          Room #724

          Tenant is in default for October and November rents.

III. Shenango Valley Mall:

     A.   Sharon Gold & Silver Exchange, Inc.
          t/a Sharon Gold & Silver
          Kiosk #2

          Landlord is pursuing a claim of $4,391.20 through a collection agency.

     B.   Bugle Boy Industries, Inc.
          t/a Bugle Boy
          Room #620

          Tenant is in default for November rents.

     C.   National Record Mart, Inc.
          t/a Waves Music
          Room #910

          Tenant is in default for November rents.

IV.  Washington Crown Center:

     A.   Harold Jewelry, Inc.
          t/a Harold Jewelry
          Room #657

          Landlord  has  obtained a judgment against Tenant  in  the  amount  of
          $13,163.38 and is seeking assets of Tenant in order to execute.

     B.   Bugle Boy Industries, Inc.
          t/a Bugle Boy
          Room #802
          Tenant is in default for November rents.

     C.   Forest Villa, Inc.
          t/a Thompson's Hardware
          Room #450

          Tenant  is  in  default for August, September, October,  and  November
          rents.   Landlord  is negotiating with Tenant to relocate  within  the
          mall and otherwise reach a settlement.

V.   Valley Mall:

     A.   Sue Anne Geiyer
          t/a Formal Den
          Room #378

          Tenant is in default of miscellaneous items of additional rent in  the
          amount of $4,908.43.

VI.  Jacksonville Mall:

     A.   Collectible Gifts, Inc.
          t/a Collectible Gifts
          Room #J1

          Landlord  sent a Notice of Termination on November 3, 2000,  for  non-
          payment of August - November rents.



                                  SCHEDULE 4.39


     The Borrowers are not party to any loan agreement, mortgage, deed of trust,
deed  to  secure  debt  or  other loan documents which  contain  "cross-default"
provisions, except for the following:

1.   The  Industrial  Development Authority of Cumberland County,  Pennsylvania,
     bonds in the current aggregate outstanding amount of $980,000.00, pursuant
     to that certain Reimbursement Agreement made as of the 1st day of December,
     1984, by  and between Crown American Corporation, predecessor-in-interest
     to the Operating Partnership and Mellon Bank, N.A., predecessor-in-interest
     to PNC Bank, N.A ("PNC");

2.   The  fifteen  (15)  mortgage loans comprising the Crown American  Financing
     Partnership, L.P. and Crown American WL Associates, L.P./GECC REMIC
     financing are all cross-collateralized and cross-defaulted; and

3.   Revolving Credit Loan Agreement dated August 18, 1995, as amended, by and
     between United States National Bank in Johnstown, now U.S. Bank, and the
     Operating Partnership relating to a revolving line of credit up to
     $6,000,000.


                                  SCHEDULE 5(n)



                     REQUIREMENTS FOR CONSTRUCTION ADVANCES



                                  SCHEDULE 8.2



                                SITE ASSESSMENTS

1.   Phase I Environmental Site Assessment, dated October 16, 1997, prepared  by
     Law  Engineering  &  Environmental Services,  Inc.  (Bradley  Square  Mall,
     Cleveland, Tennessee).

2.   Phase I Environmental Site Assessment, dated October 16, 1997, prepared  by
     Law  Engineering  &  Environmental Services, Inc. (Mt. Berry  Square  Mall,
     Rome, GA).

3.   Phase I Environmental Site Assessment, dated October 17, 1997, prepared  by
     Law  Engineering  &  Environmental Services, Inc.  (Shenango  Valley  Mall,
     Hermitage, Pennsylvania).

4.   Letter  Report  of  LUST  Management Alternatives, dated  April  10,  1998,
     prepared  by  Law Engineering & Environmental Services, Inc.  (Jacksonville
     Mall, Jacksonville, North Carolina.

5.   Report  of  Environmental  Consulting Services, dated  February  20,  1998,
     prepared  by  Law Engineering & Environmental Services, inc.  (Jacksonville
     Mall, Jacksonville, North Carolina).

6.   Phase  I  Environmental Site Assessment dated September, 1997, prepared  by
     Mountain Research, Inc. (30.78 acre site);

7.   Subsurface  Investigation and Environmental Impact  Report  dated  October,
     1997, prepared by Mountain Research, Inc. (Valley Mall);

8.   Phase  I  Environmental  Site Assessment dated August,  1998,  prepared  by
     Mountain  Research, Inc. (Colella Enterprise Site, Valley Mall, Hagerstown,
     MD);

9.   Phase  I  Environmental  Site Assessment dated August,  1998,  prepared  by
     Mountain  Research,  Inc. (FMW Partnership Site, Valley  Mall,  Hagerstown,
     MD);

10.  Phase  I  Environmental  Site Assessment dated  March,  1999,  prepared  by
     Mountain Research, Inc. (Bon-Ton Site, Valley Mall, Hagerstown, MD); and

11.  Phase  I  Environmental  Site Assessment dated  March,  1999,  prepared  by
     Mountain Research, Inc. (Former Cole Road, South of the Valley Mall,
     Hagerstown, Washington County, Maryland).

12.  Washington Crown Center

     (a)  Phase I Environmental Assessment, dated February 5, 1998, prepared  by
          McLaren/Hart, Incorporated.

     (b)  Phase  I  Environmental Site Assessment, dated June 30, 1998, prepared
          by Professional Service Industries, Inc.

     (c)  PaDEP  Underground Storage Tank Closure Report Form, dated July  1998,
          prepared by Mountain Research, Inc. (Sears Waste Oil Tank).

     (d)  Limited  Phase  II Environmental Site Assessment, dated  September  4,
          1998, prepared by PSI (Sears Automotive Center).

     (e)  Subsurface Geoprobe Investigation, Oil Well and Tanks, dated  November
          12, 1998, prepared by Mountain Research, Inc.

     (f)  Phase  I  Environmental Site Assessment, dated December 1998, prepared
          by Mountain Research, Inc.

     (g)  Letter  dated  October 12, 2000, from PA Department  of  Environmental
          Protection.

     (h)  [ADMINISTRATIVE  AGENT TO ADD DESCRIPTION OF WASHINGTON  CROWN  CENTER
          REPORT]


EXHIBIT 21 (a)
                           CROWN AMERICAN REALTY TRUST
                  AMENDED LIST OF SUBISIDIARIES AS OF DECEMBER 31, 2000

Following are the subsidiaries of Crown American Realty Trust and of Crown
American Properties, L.P. as of December 31, 2000 together with their ownership
interests as of that date.

Crown American Realty Trust:
   Subsidiary:                                        Ownership Interest
     Crown American Properties, L.P.               72.47% common interest
                                                  100.00% preferred interest
     Crown American Financing Corporation              100.00%
     Crown Lycoming Service Associates                 100.00%
     Crown American WL Associates                      100.00%
     Washington Crown Center Associates                100.00%
     Crown American Lewistown Associates (formerly     100.00%
     Crown Wyoming Associates)
     Crown American Acquisition Associates I           100.00%
     Crown American Acquisition Associates II          100.00%
     Crown American Acquisition Associates III         100.00%
     Crown American Acquisition Associates IV          100.00%
     Crown American Acquisition Associates V           100.00%
     Crown American Acquisition Associates VI          100.00%
     Crown American Acquisition Associates VII         100.00%
     Crown American Acquisition Associates VIII        100.00%
     Crown American Acquisition Associates IX          100.00%
     Crown American Acquisition Associates X           100.00%
     Crown American Ventures, Inc.                     100.00%

Crown American Properties, L.P.
   Subsidiary                                         Ownership Interest
     Crown American Financing Partnership              99.5% *
     Crown American WL Associates, L.P.                99.5% *
     Washington Crown Center Associates, L.P.          99.5% *
     Crown American Lewistown Associates, L.P.         99.5% *
     (formerly Crown Wyoming Associates, L.P.)
     Crown American Crossroads, LLC                    100.0%
     Crown American Crossroads II, LLC                 100.0%
     Crown American Acquisition Associates I, L.P.     99.5% *
     Crown American Acquisition Associates II, L.P.    99.5% *
     Crown American Acquisition Associates III, L.P.   99.5% *
     Crown American Acquisition Associates IV, L.P.    99.5% *
     Crown American Acquisition Associates V, L.P.     99.5% *
     Crown American Acquisition Associates VI, L.P.    99.5% *
     Crown American Acquisition Associates VII, L.P.   99.5% *
     Crown American Acquisition Associates VIII, L.P.  99.5% *
     Crown American Acquisition Associates IX, L.P.    99.5% *
     Crown American Acquisition Associates X, L.P.     99.5% *

     * The remaining 0.5% interest in each of these entities is held by Crown
     American Realty Trust or by one of its wholly-owned subsidiaries.



EXHIBIT 23




                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the incorporation by
reference in this Form 10-K of our report dated February 22, 2001 included in
this Crown American Realty Trust's Form 10-K for the year ended December 31,
2000, into Crown American Realty Trust's previously filed registration
statements on Form S-3 dated August 18, 1994, as amended effective November 13,
1998, Form S-3 dated May 4, 1995 and Form S-3 dated June 27, 1997.


                                                         /s/ ARTHUR ANDERSEN LLP



Pittsburgh, Pennsylvania
February 22, 2001




EXHIBIT 24

                                POWER OF ATTORNEY



           KNOW  ALL MEN BY THESE PRESENTS, that Clifford A. Barton, Trustee  of
Crown  American  Realty  Trust  (the "Company") whose  signature  appears  below
constitutes  and appoints Terry L. Stevens and Ronald P. Rusinak,  and  each  of
them,  his  true  and  lawful attorney-in-fact and agent,  with  full  power  of
substitution  and revocation, for him and in his name, place and stead,  in  any
and  all  capacities, to sign the Company's Annual Report on Form 10-K  for  the
year  ended December 31, 2000, and to file same, with all exhibits thereto,  and
other  documents  in  connection therewith, with  the  Securities  and  Exchange
Commission,  granting  unto  said attorney-in-fact  and  agent  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to  be  done,  as fully to all intents and purposes as he might or could  do  in
person,  hereby  ratifying  and confirming all that  said  attorney-in-fact  and
agent, or his substitute or substitutes, may lawfully do or cause to be done  by
virtue thereof.

     February 16, 2001                       /s/ Clifford A. Barton

           Date                                   (Name) Clifford A. Barton
                                                  Title: Trustee





                                POWER OF ATTORNEY



           KNOW ALL MEN BY THESE PRESENTS, that Donald F. Mazziotti, Trustee  of
Crown  American  Realty  Trust  (the "Company") whose  signature  appears  below
constitutes  and appoints Terry L. Stevens and Ronald P. Rusinak,  and  each  of
them,  his  true  and  lawful attorney-in-fact and agent,  with  full  power  of
substitution  and revocation, for him and in his name, place and stead,  in  any
and  all  capacities, to sign the Company's Annual Report on Form 10-K  for  the
year  ended December 31, 2000, and to file same, with all exhibits thereto,  and
other  documents  in  connection therewith, with  the  Securities  and  Exchange
Commission,  granting  unto  said attorney-in-fact  and  agent  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to  be  done,  as fully to all intents and purposes as he might or could  do  in
person,  hereby  ratifying  and confirming all that  said  attorney-in-fact  and
agent, or his substitute or substitutes, may lawfully do or cause to be done  by
virtue thereof.

     February 16, 2001                       /s/ Donald F. Mazziotti
           Date                                   (Name) Donald F. Mazziotti
                                                  Title: Trustee



                                POWER OF ATTORNEY



           KNOW  ALL MEN BY THESE PRESENTS, that Zachary L. Solomon, Trustee  of
Crown  American  Realty  Trust  (the "Company") whose  signature  appears  below
constitutes  and appoints Terry L. Stevens and Ronald P. Rusinak,  and  each  of
them,  his  true  and  lawful attorney-in-fact and agent,  with  full  power  of
substitution  and revocation, for him and in his name, place and stead,  in  any
and  all  capacities, to sign the Company's Annual Report on Form 10-K  for  the
year  ended December 31, 2000, and to file same, with all exhibits thereto,  and
other  documents  in  connection therewith, with  the  Securities  and  Exchange
Commission,  granting  unto  said attorney-in-fact  and  agent  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to  be  done,  as fully to all intents and purposes as he might or could  do  in
person,  hereby  ratifying  and confirming all that  said  attorney-in-fact  and
agent, or his substitute or substitutes, may lawfully do or cause to be done  by
virtue thereof.

     February 16, 2001                       /s/ Zachary L. Solomon
           Date                                   (Name) Zachary L. Solomon
                                                  Title: Trustee








                                POWER OF ATTORNEY



           KNOW ALL MEN BY THESE PRESENTS, that Peter J. Siris, Trustee of Crown
American  Realty Trust (the "Company") whose signature appears below constitutes
and  appoints Terry L. Stevens and Ronald P. Rusinak, and each of them, his true
and  lawful  attorney-in-fact and agent, with full  power  of  substitution  and
revocation, for him and in his name, place and stead, in any and all capacities,
to sign the Company's Annual Report on Form 10-K for the year ended December 31,
2000,  and  to  file  same, with all exhibits thereto, and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and  every  act and thing requisite and necessary to be done, as  fully  to  all
intents  and  purposes as he might or could do in person, hereby  ratifying  and
confirming  all  that  said attorney-in-fact and agent,  or  his  substitute  or
substitutes, may lawfully do or cause to be done by virtue thereof.

     February 16, 2001                       /s/ Peter J. Siris
           Date                                   (Name) Peter J. Siris
                                                  Title: Trustee




EXHIBIT 99 (a)


NEWS FROM:


              C R O W N   A M E R I C A N   R E A L T Y   T R U S T


CONTACT:  Media:     Christine Menna  814-536-9520 or CMenna@crownamerican.com
          Investors: Terry L. Stevens 814-536-9538 or TStevens@crownamerican.com
          Web Site:  www.crownamerican.com

IMMEDIATE RELEASE:       Tuesday, February 6, 2001


                       CROWN AMERICAN REALTY TRUST REPORTS
                           2000 FFO PER SHARE UP 9.8%;
                 2000 SAME CENTER NET OPERATING INCOME UP 7.2%;
                  MALL SHOP OCCUPANCY HITS  RECORD HIGH OF 86%;
                   EXPECTS INCREASE IN ANNUAL COMMON DIVIDEND

                  --------------------------------------------

                      CROWN AMERICAN REALTY TRUST ANNOUNCES
                  FOURTH QUARTER RESULTS AND DECLARES DIVIDENDS

     Johnstown, Pa. - Crown American Realty Trust (NYSE:CWN), a real estate
investment trust, today announced financial results and operating information
for the fourth quarter and for the year ended December 31, 2000.  The Board of
Trustees also declared regular quarterly dividends on its common and senior
preferred shares.
                    ________________________________________

     "Crown American ended 2000 on solid footing with strong financial results
in terms of two of the Industry's leading indicators - FFO (Funds From
Operations) and NOI (Net Operating Income)," stated Company Chairman, CEO and
President, Mark E. Pasquerilla. "FFO per common share was $1.34 for the year and
$0.42 for the fourth quarter of 2000, up 9.8% and 5.0% over the respective
periods of 1999.   Fourth quarter FFO was positively impacted by about $0.01 in
non-recurring items, primarily construction income offset by higher reserves for
step rent receivables to reflect the weaker retail environment.   Same center
NOI was up 7.2% for the full year and 6.0% for the fourth quarter.  The growth
in FFO and NOI is the product of strong leasing results for the last four years,
higher occupancy combined with more productive mall shop tenants and tight
operating cost controls.  This growth also translates into growing Funds
Available for Distribution (FAD), which is FFO less estimated recurring capital
expenditures.  Our FAD is growing faster than our dividend payout.

     "Operating trends continue to reflect the transformation of the portfolio
over the last several years. Mall shop occupancy ended the year at 86%, up from
84% a year ago, and up from 85% at September 30, 2000. Average mall shop base
rent per square foot increased for the 29th consecutive quarter to $19.44 per
square foot, up 4.3% from a year ago.  Leasing results for 2000 continued to be
strong, with 862,000 square feet of leases signed representing $18.1 million in
annualized base rental income. A total of 426 leases were signed, including 189
renewals and 237 new leases.  Base rent on new leases was $20.47 per foot
compared to $15.68 per square foot for tenants that closed, an uplift of 31%.
Comparable mall shop sales for 2000 were $265 per square foot, up 2.4% over
1999's reported sales of $258 per foot.  Our mall shop tenants' occupancy cost
percentage at December 31, 2000 was 10.2%, slightly higher than last year's
10.1%, but still below other mall companies and a positive sign that our malls
are affordable for tenants."

     Mr. Pasquerilla continued, "As we look ahead to 2001, we remain somewhat
cautious and conservative about the near term retail environment as we reported
last quarter.  However, decreasing interest rates, the potential for a tax-cut
plan, and decreasing energy prices may help the consumer later in 2001.
Management feels the Company is well positioned to meet whatever retail climate
it may face.  We remains bullish about the long-term prospects for the retail
industry and for Crown American.  After the consolidation and rationalization of
the specialty retail industry in the late 1990's, our specialty retail tenant
line-up today is in a much stronger competitive position - better managed and
better capitalized.  However, it is our intent to manage the business from a
conservative posture.  Given our cautious stance, we continue to expect that FFO
per share for 2001 may range from $1.33 to $1.37, consistent with current
consensus estimates.  However, it is important to point out that our growth in
cash flow will accelerate faster than our growth in FFO because FFO growth will
be masked by approximately $0.02 per share in General and Administrative costs
that will be expensed rather than capitalized."

     Mr. Pasquerilla concluded, "Management remains positive on the long term
prospects of the Company.  Our internal capital spending needs are dropping; our
financial flexibility is improved with our line of credit now extended to late
2004. Despite the current retail weakness in some areas, the long term retail
environment remains positive; and there is a strong potential for internal
operating growth. We will manage the Company in a conservative posture that will
not overextend the Company's resources, and we will proactively anticipate and
respond to challenges and opportunities.   Accordingly, management continues to
believe that there is a significant disconnect between current market values for
the Company's common shares and its improved operating performance and long term
prospects."

                         _______________________________


                      Financial Information - Twelve Months

     For the year ended December 31, 2000 Funds from Operations (FFO) before
allocations to minority interest and preferred dividends was $62.1 million, up
$4.3 million from 1999, a 7.4% increase. 1999's FFO has been restated, as
required under NAREIT's (National Association of Real Estate Investment Trusts)
revised definition of FFO, to reflect the impact of one-time restructuring
costs. This restatement reduced previously reported 1999 FFO by $2.3 million, or
$0.06 per share.  In the first quarter of 2000, the Company incurred $0.4
million of restructuring costs, or $0.01 per share.

     FFO applicable to common shareholders for the year ended December 31, 2000
was $35.0 million ($1.34 per common share) compared to $31.9 million ($1.22 per
common share) reported in 1999, an increase of 9.8%.  Without the effect of land
sales, FFO per share was $1.32 in 2000 compared to $1.21 in 1999, an increase of
9.1%.  There were 26,208,000 average common shares outstanding during both 2000
and 1999.  FFO and FFO per share are the same for both "basic" and "fully
diluted" presentations in 1999 and 2000.

     The increase in 2000 FFO before allocations to minority interest and to
preferred shareholders was due primarily to the following factors:

A $7.9 million increase in mall shop and anchor base and percentage rents as a
result of higher occupancy levels, higher average rental rates, and higher mall
shop sales;

$0.2 million in higher temporary and seasonal leasing income;

$0.8 million in higher net utility and miscellaneous mall income;

$0.5 million in higher gain from sales of outparcel land;

$0.8 million in higher third party net construction and other fee income;

$0.2 million in higher lease buyout income; and

$1.3 million in lower restructuring costs net of G&A increases.

These positive variances were partially offset by:

$6.0 million in higher interest costs due to higher interest rates, higher
deferred financing cost amortization, lower capitalized interest and higher
average borrowings outstanding;

$0.7 million in higher property operating costs, net of tenant recoveries; and

$0.7 million in lower straight-line rental income.

     Total 2000 revenues were $170.4 million compared to $157.9 million in 1999,
an increase of $12.5 million, or 7.9%.  For the full year the Company had net
income of $6.0 million compared to a net income of $9.3 million in 1999.  Net
income in 2000 was also impacted by $3.6 million in higher depreciation and
amortization, by the absorption of $2.6 million of a negative minority interest
balance, and by $0.2 million ($0.01 per share) extraordinary loss on the early
extinguishment of debt associated with the early repayment of a construction
loan in the fourth quarter.  After deducting preferred dividends, there was a
net loss applicable to common shares of $7.7 million for 2000, or $0.29 per
share, compared to a net loss of $4.5 million in 1999, or $0.17 per share.

                     Financial Information - Fourth Quarter

     For the quarter ended December 31, 2000, FFO before allocations to minority
interest and preferred dividends was $18.6 million, up from $18.0 million in
1999.  This increase was due primarily to an increase in mall shop and anchor
base and percentage rents (resulting from increased occupancy, higher average
rents, and higher mall shop sales), higher net construction income, fee income,
and miscellaneous mall revenues, offset partially by higher interest costs.  FFO
allocable to common shares was $11.0 million, or $0.42 per common share,
compared to $10.5 million, or $0.40 per common share, for the fourth quarter of
1999.

     Total revenues for the fourth quarter were $48.1 million, as compared to
$44.8 for the fourth quarter of 1999.  For the fourth quarter of 2000, the
Company achieved net income of $2.8 million compared to net income of $5.7
million in the fourth quarter of 1999. Net income in the fourth quarter of 2000
was impacted by $1.2 million in higher depreciation and amortization, the
absorption of $1.3 million of a negative minority interest balance, and by $0.2
million extraordinary loss on the early extinguishment of debt associated with
the early repayment of a construction loan.  After deducting preferred
dividends, there was $0.6 million in net loss allocable to common shares, or
$0.02 per share.  This compares to $2.2 million net income allocable to common
shares, or $0.09 per share, in the fourth quarter of 1999.

                              Dividend Information

     The Board of Trustees declared regular quarterly dividends of $0.2075 per
common share and $1.375 per senior preferred share.  Both dividends are payable
March 16, 2001 to shareholders of record on March 5, 2001.    In recognition of
the Company's growing FAD, its continuing improved results and positive long
term prospects, the Board of Trustees also indicated that it expects to again
increase the annual common dividend by $0.01, or 1.2%, effective with the first
quarter dividend which is usually declared by the Board at its April meeting and
paid in mid-June.

     As previously reported, 100% of the common dividends and 20% of the
preferred dividends paid in 2000 represented a non-taxable return of capital.
While the taxability of the dividends to be paid in 2001 cannot be predicted at
this time, management believes that a significant portion of the common
dividends should be a non-taxable return of capital again in 2001.

                              Operating Information

During the fourth quarter of 2000, leases for 229,000 square feet of mall shops
were signed representing $4.3 million in annualized base rental income.  This
compares to 192,000 square feet for $4.0 million during the same period in 1999.
A total of 108 leases were signed, which included 47 renewals and 61 new leases.

For the full year 2000, leases for 862,000 square feet of mall shops were signed
representing $18.1 million in annualized base rental income.  A total of 426
leases were signed, including 189 renewals and 237 new leases.  Average rent per
square foot for 2000 was $20.96, which includes $20.47 per square foot for new
space and $21.74 per square foot for renewals.

In 2000, the Company leased 21,000 square feet for $0.3 million of annual base
rent of non-mall and/or freestanding locations.

The average mall shop base rent of the portfolio as of December 31, 2000 was
$19.44 per square foot.  This is a 4.3% increase from $18.63 per square foot as
of December 31, 1999, and the 29th consecutive quarter that average base rent
has increased.

The net effective rent (annual gross rent less the annual amortization of tenant
allowances and leasing costs) for new leases signed in 2000 was $17.50 per
square foot as compared to $18.53 per square foot for the full year of 1999.
Going forward, as the Company continues to lease up less desirable space in the
portfolio, net effective rents may suffer marginal decreases.

Mall shop occupancy was 86% at year-end, up from 85% at the end of the third
quarter, and up from 84% at the end of 1999.

Mall shop sales for 2000 were $265 per square foot, a 2.4% increase over the
$258 per square foot reported for 1999.

Tenant occupancy costs, which is the sum of base rent, percentage rent and
expense recoveries as a percentage of mall shop sales at all properties, were
10.2% as of December 31, 2000, as compared to 10.1% as of December 31, 1999.

Seasonal and promotional leasing income for the full year 2000 amounted to $10.8
million, compared to $10.7 million in 1999.

                                   Financings

During the fourth quarter a $23.9 million bank construction loan related to the
Washington Crown Center redevelopment project was prepaid in full, and the mall
was added to the GECC secured line of credit.  Proceeds to prepay the
construction loan were drawn from the GECC line of credit.  Unamortized deferred
financing costs amounting to $243,000 were written off as an extraordinary loss
in connection with the early extinguishment of this loan.  With the addition of
this mall to the secured line of credit, the maximum availability was increased
to $175 million as previously announced, of which $158.6 million is currently
available and $141.1 million is outstanding at December 31, 2000.  The GECC
secured line of credit matures in November 2004.

In January 2001 the Company entered into a floating to fixed interest rate swap
with a bank that effectively locks in a LIBOR rate of 5.28% for two years on $25
million of the Company's floating rate debt.  The Company has designated this
transaction as a hedge.

               ___________________________________________________


     Crown American Realty Trust through various affiliates and subsidiaries
owns, acquires, operates and develops regional shopping malls in Pennsylvania,
Maryland, West Virginia, Virginia, New Jersey, North Carolina, Tennessee and
Georgia.  The current portfolio includes 27 enclosed regional malls aggregating
16 million square feet of gross leasable area.

     This news release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended.  Such statements are
based on assumptions and expectations, which may not be realized and are
inherently subject to risks and uncertainties, many of which cannot be predicted
with accuracy.   Future events and actual results, financial and otherwise, may
differ from the results discussed in the forward-looking statements.  Risk and
other factors that might cause differences, some of which could be material,
include, but are not limited to, economic and credit market conditions, the
ability to refinance maturing indebtedness, the impact of competition, consumer
buying trends, financing and development risks, construction and lease-up
delays, cost overruns, the level and volatility of interest rates, the rate of
revenue increases versus expense increases and financial stability of tenants
within the retail industry, as well as other risks listed from time to time in
the Company's reports filed with the Securities and Exchange Commission or
otherwise publicly disseminated by the Company.

     Supplemental Financial and Operational Information Package for the three
and twelve months ended December 31, 2000 follows.

                                     - 30 -




EXHIBIT 99 (b)

<TABLE>
<CAPTION>

SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE

CROWN AMERICAN REALTY TRUST
FOURTH QUARTER 2000
OTHER FINANCIAL AND OPERATING DATA
(unaudited)

                                        Three Months Ended        Year Ended
                                            December 31,          December 31,
                                           2000 vs. 1999         2000 vs. 1999
FINANCIAL AND ANALYTICAL DATA:             (in thousands, except per share data)

Total FFO - Incr (decr) -  2000 compared to
1999:                                               $ per                  $ per
                                          $000      share       $000       share
<S>                                       <C>        <C>        <C>         <C>
Base and percentage rents from anchors
and mall shops                         $   1,701  $  0.047   $  7,929   $ 0.219
Temporary and promotional leasing
income                                     (106)   (0.003)        186      0.005
Mall operating costs, net of tenant
recovery income                            (198)   (0.005)      (703)    (0.019)
Utility and misc. mall income, equity
in joint venture                             479     0.013        824      0.023
Straight line rental income                (333)   (0.009)      (656)    (0.018)
Core mall operations-same properties       1,543     0.043      7,580      0.210

Interest expense                         (1,087)   (0.030)    (5,987)    (0.166)
Property admin. and general & admin.
Expenses                                   (142)   (0.004)      (624)    (0.017)
Cash flow support earned                    (75)   (0.002)       (71)    (0.002)
Restructuring costs                            -         -      1,882      0.052
Gain on sale of outparcel land             (268)   (0.007)        453      0.013
Depreciation and amortization expense         66     0.002         54      0.001
Net Construction Income and Fee Income       612     0.017        808      0.022
Lease buyout income and other items, net      24     0.001        243      0.007
Change in FFO before pref'd div's and
minority interest                            673     0.019      4,338      0.120
Allocation to minority interest in
Operating Partnership                      (185)         -    (1,195)          -
Rounding to whole cents                        -     0.001          -          -
Change in FFO allocable to common
shareholders                            $    488   $ 0.020    $ 3,143    $ 0.120

                                        Three Months Ended        Year Ended
                                            December 31,          December 31,
                                           2000      1999       2000        1999
Funds from Operations ($000 except
per share data):
Net income                              $  2,836   $ 5,665    $ 5,979  $  9,275
Adjustments:
Minority Interest in Operating
Partnership                                1,539       832        664   (1,734)
Depreciation and amortization - real
estate                                    12,751    11,474     49,427     45,925
Operating covenant amortization              651       657      2,623      2,630
Cash flow support amounts                    581       656      2,902      2,973
(Gain) loss on sale of assets                 32   (1,290)        224    (1,290)
Extraordinary loss on early
extinguishment of debt                       243         -        243          -
FFO before allocations to minority
interest and pref'd shares                18,633    17,994     62,062     57,779
Allocation to preferred shareholders
(preferred dividends)                    (3,403)   (3,437)   (13,695)   (13,750)
Allocation to minority interest in
Operating Partnership                    (4,193)   (4,008)   (13,316)   (12,121)
FFO allocable to common shares         $  11,037  $ 10,549   $ 35,051   $ 31,908
FFO per common share                   $    0.42  $   0.40   $   1.34   $   1.22

Average shares outstanding during the
period                                    26,208    26,208     26,208     26,208
Partnership units and shares
outstanding at period end                 36,164    36,164     36,164     36,164

Avg. shares outstanding during period
for diluted FFO                           26,218    26,208     26,224     26,208
Partnership units and shares during
the period for diluted FFO                36,174    36,164     36,180     36,164

Components of Minimum Rents:
Anchor - contractual or base rents     $   6,198  $  6,156   $ 24,820   $ 24,307
Mall shops - contractual or base rents    21,091    19,114     80,886     74,660
Mall shops - percentage rent in lieu of
fixed base rent                              843     1,060      2,612      2,489
Straight line rental income                (111)       222         89        745
Ground lease - contractual or base
rents                                        518       513      1,977      2,057
Lease buyout income                            4        14        538        350
Operating covenant amortization            (651)     (657)    (2,623)    (2,630)
Total minimum rents                    $  27,892  $ 26,422   $108,299   $101,978
Components of Percentage (Overage)
Rents:
Anchors                                $   1,394  $  1,328   $  3,356   $  3,352
Mall shops and ground leases               1,494     1,666      4,868      3,725
Net                                    $   2,888  $  2,994   $  8,224   $  7,077

</TABLE>

<TABLE>
<CAPTION>

SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE

CROWN AMERICAN REALTY TRUST
FOURTH QUARTER 2000
OTHER FINANCIAL AND OPERATING DATA
(unaudited)

                                    Three Months Ended          Year Ended
                                        December 31,            December 31,
                                      2000        1999        2000        1999
                                          (in thousands, except as noted)
<S>                                    <C>        <C>         <C>        <C>
EBITDA:  earnings (including gain on
sale of outparcel land) before
interest, taxes, all depreciation
and amortization and extraordinary
items                                $  32,794   $  30,823  $ 117,080  $ 108,288

Debt and Interest:

Fixed rate debt at period end        $ 581,731   $ 596,429  $ 581,731  $ 596,429
Variable rate debt at period end       141,117     112,571    141,117    112,571
Total debt at period end             $ 722,848   $ 709,000  $ 722,848  $ 709,000

Weighted avg. interest rate on fixed
rate debt for the period                 7.6 %       7.6 %      7.6 %      7.6 %
Weighted avg. interest rate on
variable rate debe for the period        8.8 %       8.6 %      8.8 %      7.7 %

Total interest expense for period    $ 14,530    $  13,443  $  57,062  $  51,075
Amort. of deferred debt cost for
period (incl. in interest exp)            450          614      2,297      1,711
Capitalized interest costs during
period                                     48          431        839      1,636

Capital Expenditures Incurred:

Allowances for mall shop tenants     $  3,189    $   4,067  $  18,210  $  15,190
Allowances for anchor/ big box
tenants                                 1,815        2,045     12,719      6,775
Leasing costs and commissions             430          561      2,575      2,705
Expansions and major renovations,
including escrow deposits               1,361        4,263      6,491     28,984
All other capital expenditures
(included in Other Assets)                992        1,038      2,888      1,967
Total Capital Expenditures during
the period                           $  7,787    $  11,974  $  42,883  $  55,621
period


OPERATING DATA:

Total portfolio occupancy at period
end                                                            93.2 %     92.6 %

Mall shop occupancy at period end                              86.1 %     84.2 %

Comparable store mall shop sales -
12 months (per sq. ft.)                                     $  264.58  $  258.43

Mall shop occupancy cost percentage
at period end                                                  10.2 %     10.1 %

Average mall shop base rent at
period end (per sq. ft.)                                    $   19.44  $   18.63

Same center NOI growth                                          7.2 %      7.0 %

Mall shop leasing for the period:
New leases - sq. feet (000)               131          97        528         537
New leases - $ per sq. ft.           $  19.07    $  23.92   $  20.47   $   22.04
Number of new leases signed.               61          53        237         243

Net effective rent for new leases
signed in the period (per sq. ft.)                          $  17.50   $   18.53

Renewal leases - sq. feet (000)            98          95        334         393
Renewal leases - $ per sq. ft.       $  18.20    $  17.47   $  21.74   $   18.30
Number of renewal leases signed.           47          39        189         186


Tenant Allowances for leases signed
during the period:
First Generation Space -
per sq. ft.                          $  32.04    $  61.18   $  23.83   $   39.99
Second Generation Space -
per sq. ft.                          $   7.01    $   9.78   $  12.64   $   13.11
Leases Signed during the period by:
First Generation Space -
sq. feet (000)                             14           9         33          79
Second Generation Space -
sq. feet (000)                            215         183        829         851

Theater and free-standing leasing
for the period:
New leases- sq. feet (000)                  -        (49)         21         104
New leases-$ per sq. ft.             $      -    $(12.47)   $  15.72   $   12.13
Tenant allowances - $ per sq. ft.    $      -    $(64.29)   $   2.67   $   40.52

</TABLE>

<TABLE>
<CAPTION>

SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE

CROWN AMERICAN REALTY TRUST
TOP 25 REVENUE-GENERATING TENANTS
LISTED IN ORDER OF SQUARE FEET OCCUPIED
FOR THE YEAR ENDED DECEMBER 31, 2000


                                 PERCENT OF              TOTAL
                                    TOTAL    NUMBER OF   SQ FT
          TENANT           NOTES  REVENUES  OPEN STORES OCCUPIED
<S>                        <C>   <C>         <C>         <C>
SEARS, ROEBUCK AND CO.              5.2%        21     2,119,792
J C PENNEY INC.             (1)     4.1%        24     1,945,888
MAY DEPARTMENT STORES CO.           1.3%        13     1,404,226
THE BON-TON                         2.9%        17     1,212,922
VALUE CITY DEPARTMENT
STORES                              0.9%         5       372,713
THE LIMITED STORES INC.     (2)     3.1%        37       286,011
THE GAP                     (3)     2.7%        26       277,534
VENATOR GROUP               (4)     2.6%        51       183,126
FASHION BUG                         1.2%        18       160,329
INTIMATE BRANDS, INC.       (5)     2.3%        41       139,738
TRANS WORLD ENTERTAINMENT   (6)     2.3%        33       132,096
SHOE SHOW OF ROCKY MT.
INC.                                1.6%        28       131,505
HALLMARK-OWNED STORES               1.6%        29       107,286
BORDERS GROUP, INC.         (7)     1.4%        23       101,239
DEB SHOPS, INC.                     0.9%        15        91,755
KB TOYS                     (8)     1.3%        26        85,680
THE FINISH LINE, INC.               1.2%        15        76,656
PAYLESS SHOESOURCE INC.             1.1%        23        76,041
AMERICAN EAGLE OUTFITTERS           1.3%        18        75,448
AMERICAN OUTFITTERS                 1.0%        14        74,998
TANDY CORPORATION           (9)     0.9%        26        66,110
REGIS STORES               (10)     0.9%        42        46,999
CLAIRES                    (11)     0.9%        41        36,204
ZALES                      (12)     1.4%        50        30,116
STERLING JEWELERS          (13)     1.0%        20        24,875

TOTALS                              45.1%              9,259,287



Notes:

(1)  Includes J.C. Penney department stores and Eckerd stores.
(2)  Includes Limited Express, Lane Bryant, Lerner Shops, The Limited (core
     division), Rack Room Shoes and Structure.
(3)  Operates as Gap, Gap Kids and Old Navy.
(4)  Includes Woolworth, Kinney, Footlocker, Lady Footlocker, Champs, and
     Northern Reflections.
(5)  Spun off by the Limited.  Includes Victoria Secrets and Bath & Body.
(6)  Includes Camelot Music, Disc Jockey and Wall Stores.
(7)  Operates as Borders and Waldenbooks.
(8)  Includes Kay-Bee Toys .
(9)  Operates as Radio Shack.
(10) Operates as Master Cuts, Trade Secrets, Cost Cutters, Super Cuts, and Regis
     Salons.
(11) Operates as Claires Boutiques, Topkapi, The Icing.  Also includes recent
     purchase of Afterthoughts.
(12) Operates as Gemstone Jewelry, Piercing Pagoda, Gordons Jewelers and Zales
     Jewelers.
(13) Operates as Kay Jewelers, Belden Jewelers and Shaw Jewelers.

</TABLE>

<TABLE>
<CAPTION>

SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE

CROWN AMERICAN REALTY TRUST
Consolidated Statements of Operations

                                     Three Months Ended        Year Ended
                                        December 31,           December 31,
                                     2000         1999        2000       1999
                                                (reclass-              (reclass-
                                                  ified)                 ified)
                                      (in thousands, except per share data)
<S>                                  <C>         <C>          <C>         <C>
Rental operations:
Revenues:
Minimum rent                       $  27,892   $  26,422   $ 108,299   $ 101,978
Percentage rent                        2,888       2,994       8,224       7,077
Property operating cost                9,381       9,649      36,323      34,314
recoveries
Temporary and promotional leasing      4,789       4,895      10,840      10,654
Net utility income                       927         808       3,562       3,157
Miscellaneous income                   2,257          78       3,129         695
Net                                   48,134      44,846     170,377     157,875

Property operating costs:
Recoverable operating costs           12,484      12,819      47,549      45,346
Property administrative costs            772         724       2,583       2,375
Other operating costs                  1,999         527       3,707       1,991
Depreciation and amortization         12,258      11,047      47,754      44,306
Net                                   27,513      25,117     101,593      94,018
Net                                   20,621      19,729      68,784      63,857
Other expenses:
General and administrative             1,544       1,450       5,167       4,751
Restructuring costs                        -           -         369       2,251
Interest                              14,530      13,443      57,062      51,075
Net                                   16,074      14,893      62,598      58,077
Net                                    4,547       4,836       6,186       5,780

Property sales, disposals and
adjustments:
Gain (loss) on sale of assets           (32)       1,290       (224)       1,290
Gain on sale of outparcel land           103         371         924         471
Net                                       71       1,661         700       1,761

Income before extraordinary items
and minority interest in Operating
Partnership                            4,618       6,497       6,886       7,541
Extraordinary loss on early
extinguishment of debt                 (243)           -       (243)           -
Income before minority interest        4,375       6,497       6,643       7,541
Minority interest in Operating
Partnership                          (1,539)       (832)       (664)       1,734
Net income                             2,836       5,665       5,979       9,275
Dividends on preferred shares        (3,403)     (3,437)    (13,695)    (13,750)
Net income (loss) applicable to
common shareholders                $   (567)   $   2,228   $ (7,716)   $ (4,475)

Per common share information:
Basic and Diluted EPS:
Income (loss) before
item extraordinary                 $  (0.01)   $    0.09   $  (0.28)   $  (0.17)
Extraordinary item                    (0.01)           -      (0.01)           -
Net income (loss)                  $  (0.02)   $    0.09   $  (0.29)   $  (0.17)

Weighted average shares
outstanding (000)                     26,208      26,208      26,208      26,208


Diluted FFO/share:
FFO per share                      $    0.42   $    0.40   $    1.34   $    1.22

Weighted average shares
outstanding - diluted (000)           26,218      26,208      26,224      26,208

</TABLE>

<TABLE>
<CAPTION>


SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE

CROWN AMERICAN REALTY TRUST
Consolidated Balance Sheets
(in thousands, except share and per share data)

                                                           December 31,
                                                     2000                1999

<S>                                                <C>               <C>
Assets

Income-producing properties:
Land                                             $     145,936     $     154,341
Buildings and improvements                           1,024,191           986,042
Deferred leasing and other charges                      45,752            44,313
                                                     1,215,879         1,184,696
Accumulated depreciation and amortization            (430,474)         (388,965)
Net                                                    785,405           795,731

Minority interest in Operating Partnership               3,050                 -

Investment in joint venture                              4,424             5,055
Cash and cash equivalents, non-restricted               14,613            17,171
Restricted cash and escrow deposits                      8,803            15,635
Tenant and other receivables                            18,191            15,859
Deferred charges and other assets                       21,015            25,757
Net                                              $     855,501     $     875,208


Liabilities and Shareholder's Equity

Debt on income-producing properties              $     722,848     $     709,000
Accounts payable and other liabilities                  36,081            37,630
Net                                                    758,929           746,630

Minority interest in Operating Partnership                   -             2,727

Commitments and contingencies

Shareholders' equity:
Non-redeemable senior preferred shares, 11%
cumulative, $0.1 par value, 2,500,000 shares
issued at both December 31, 2000 and 1999.                  25                25
Common shares, par value $.01 per share,
120,000,000 shares authorized, 27,742,317
shares issued at both December 31, 2000 and 1999.          277               277
Additional paid-in capital                             317,475           316,421
Accumulated deficit                                  (205,624)         (176,220)
Net                                                    112,153           140,503
Less common shares held in treasury at cost;
1,534,398 shares at both December 31, 2000 and 1999   (14,652)          (14,652)
Less preferred shares held in treasury at cost;
25,000 shares and 0 shares at both December 31,
2000 and 1999, respectively.                             (929)                 -
Net                                                     96,572           125,851
Net                                              $     855,501     $     875,208

</TABLE>

<TABLE>
<CAPTION>

SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE

CROWN AMERICAN REALTY TRUST
Consolidated Statements of Cash Flows

                                                      Year Ended December 31,
                                                       2000              1999
                                                         (in thousands)
<S>                                                    <C>             <C>
Cash flows from operating activities:
Net income                                           $     5,979     $    9,275
Adjustments to reconcile net income to net cash
provided by operating activities:
Minority interest in Operating Partnership                   664        (1,734)
Equity earnings in joint venture                           (210)          (235)
Depreciation and amortization                             53,991         50,071
Restructuring costs                                          369          2,251
(Gain) loss on sale of assets                                224        (1,290)
Extraordinary loss on early extinguishment of debt           243              -
Net changes in:
Tenant and other receivables                             (2,423)          1,571
Restricted cash and escrow deposits                          729          (125)
Deferred charges and other assets                            643        (1,583)
Accounts payable and other liabilities                   (1,923)        (1,262)
Net cash provided by operating activities                 58,286         56,939

Cash flows from investing activities:
Investment in income properties                         (46,115)       (53,179)
Change in investing escrow deposits                        6,120          (475)
Proceeds from asset sales                                  8,898          3,361
Distributions from joint venture                             472            610
Net cash (used in) investing activities                 (30,625)       (49,683)

Cash flows from financing activities:
Net proceeds from exercise of stock options and
dividend reinvestment plan                                     -              6
Proceeds from issuance of debt                            63,916         56,349
Cost of issuance of debt                                 (2,159)        (2,351)
Debt repayments                                         (50,328)       (17,350)
Dividends and distributions paid on common shares
and partnership units                                   (29,926)       (29,474)
Dividends paid on senior preferred shares               (13,695)       (13,750)
Purchase of preferred shares held in treasury              (929)              -
Cash flow support payments                                 2,902          2,973
Net cash (used in) financing activities                 (30,219)        (3,597)

Net increase (decrease) in cash and cash equivalents     (2,558)          3,659

Cash and cash equivalents, beginning of period            17,171         13,512

Cash and cash equivalents, end of period             $    14,613     $   17,171



Supplemental Cash Flow Data:

Interest paid (net of capitalized amounts)           $    54,765     $   49,362

Interest capitalized                                 $       839     $    1,636

</TABLE>