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, 1997
                                        
                        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 17, 1998, 26,475,314 Common Shares of Beneficial
Interest and 2,500,000  11.00%  Senior  Preferred  Shares  of  the  registrant 
were  issued   and outstanding.   The  registrant estimates that as of 
February 17, 1998  the  aggregate market value of the voting common shares held
by non-affiliates of the registrant was approximately  $222.5  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 29, 1998, are incorporated by reference into
Part III of this Form 10-K.

Exhibit Index on pages 54 to 55


                                TABLE OF CONTENTS
                                        
                                        

Item No.                                                 Page No.
                                     PART I
                                        
1.   Business                                              1
2.   Properties                                            8
3.   Legal Proceedings                                    14
4.   Submission of Matters to a Vote of Security Holders  15
     Executive Officers of the Company                    16

                                     PART II
                                        
5.   Market for Registrant's Common Shares of Beneficial
        Interest and Related Shareholder Matters          17
6.   Selected Financial Data                              17
7.   Management's Discussion and Analysis of Financial
       Condition and Results of Operations                21
8.   Financial Statements and Supplementary Data          30
9.   Changes in and Disagreements with Accountants on
       Accounting and Financial Disclosure                53

                                    PART III
                                        
10.  Directors and Executive Officers of the Registrant   53
11.  Executive Compensation                               53
12.  Security Ownership of Certain Beneficial Owners and
       Management                                         53
13.  Certain Relationships and Related Transactions       53

                                     PART IV
                                        
14.  Exhibits, Financial Statement Schedules and Reports
     on Form 8-K                                          53
     Signatures                                           56


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 ("CAA" or "Crown
Associates"), formerly Crown American Corporation. Crown Associates is a wholly-
owned  subsidiary of Crown Holding Company ("Crown Holding"), which is owned  by
Frank Pasquerilla and members of his immediate family. CAA, 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.

          On August 17, 1993, the Company consummated simultaneously the
acquisition of the Properties (the "Acquisition") and an initial public offering
(the "IPO") of 24,540,000 of its common shares of beneficial interest (the
"Shares").  Eleven Properties were acquired by Crown American Properties, L.P.,
a Delaware limited partnership (the "Operating Partnership") which is controlled
by the Company as the sole general partner, and 15 Properties were acquired by
Crown American Financing Partnership, a Delaware general partnership (the
"Financing Partnership") in which the Operating Partnership owns a 99.5% general
partnership interest and in which the Company, through Crown American Financing
Corporation, a wholly-owned corporate subsidiary of the Company (the "Financing
Corporation"), owns a 0.5% general partnership interest.  The net proceeds of
the IPO were contributed by the Company to the Operating Partnership in exchange
for the general partnership interest in the Operating Partnership.  The
Operating Partnership contributed a portion of the net proceeds from the IPO to
the Financing Partnership in exchange for the 99.5% general partnership interest
in the Financing Partnership.  Concurrently with the transactions described
above, the Financing Partnership consummated the borrowing of $300 million of
loans (the "Mortgage Loans") secured by mortgages on the 15 Properties then
owned by the Financing Partnership.  The Operating Partnership and the Financing
Partnership (collectively, the "OP/FP Partnerships") used the proceeds of the
IPO and the Mortgage Loans to pay down existing mortgage debt on the Properties.
On September 15, 1993, the Company sold an additional 978,500 Shares as a result
of the underwriters of the IPO exercising the over-allotment option granted to
them in connection with the IPO.

          The consideration paid by the Company and the OP/FP Partnerships for
the Properties consisted of: (i) the issuance to CAA of 1,450,000 Shares (having
a value of approximately $25.0 million, based on the initial public offering
price), and a 22% limited partnership interest in the Operating Partnership,
held by Crown Investments Trust ("CIT" or "Crown Investments"), an affiliate of
CAA and the Initial Limited Partner of the Operating Partnership, (having a
value of approximately $132 million based on the initial public offering price
and the fact that each partnership unit is initially equivalent to one Share)
and (ii) the issuance to Pasquerilla Partnership (a partnership comprised of
Frank  J. Pasquerilla, Chairman of the Board of Trustees and Chief Executive
Officer of the Company, and members of his immediate family) of 150,000 Shares
(having a value of approximately $2.6 million based on the initial public
offering price).  In addition, with the proceeds of the IPO, the Company paid
off certain of the debt on the Properties, of which approximately $37 million
was cross-collateralized debt that encumbered certain of the Properties as well
as certain of the assets retained by CAA, and of which another approximately $67
million was construction debt that was recourse to CAA.  Also, by virtue of
acquiring certain of the Properties, which were subject to recourse construction
loans, the Operating Partnership assumed sole responsibility for $98 million of
recourse debt.  In addition to the transactions described above, all of the
executive, property and asset management, leasing, construction, financial,
legal services, development and administrative personnel of CAA relating to its
regional mall and shopping center business became employees of the Operating
Partnership.

           At  the  time of the IPO, 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  (a)  Company shares issued for cash and 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),
(b) additional Partnership Units issued as partial consideration for the 
purchase of Wyoming  Valley  Mall  in 1995 (see below), (c)  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 (d) redemption of common
Partnership  Units  in connection  with  the  Company's repurchase in the open 
market  of  its  common shares.    The  number  of  common  and  preferred
Partnership Units outstanding at December 31, 1997 were as follows:

Held  by                             Common Units          Preferred  Units
                                  Number          %      Number            %

Crown American Realty Trust      26,475,314     73.72%   2,500,000     100.00%
Crown Investments Trust and 
  its subsidiary,  Crown 
  American Investment Company     9,438,959     26.28%           -          -
Totals                           35,914,273    100.00%   2,500,000     100.00%

          Prior to and through November 1994, Hess's Department Stores, Inc.
("Hess's") was an anchor tenant at 12 of the Company's malls, in the joint
venture's enclosed shopping mall, at an anchor pad in which the Company holds a
ground leasehold interest, and at the two malls purchased by the Company in
January 1995 as described below.  Hess's was a subsidiary of Crown Holding.  In
1994 all of Hess's store locations were transferred or sold to The Bon-Ton
Stores, Inc. ("Bon-Ton") and to The May Department Stores Company ("May");
Hess's operations ceased at that time and it began to liquidate its remaining
assets and liabilities which was largely completed in 1997.  Management believes
that the May and Bon-Ton transactions were consistent with, and in furtherance
of, the Company's growth strategy of upgrading its existing properties. Refer to
Note 8 of the Company's Consolidated Financial Statements in Item 8 hereto for
additional information concerning these transactions as they affect the Company.

          At the time of the Company's formation in 1993, CAA and First Union
Real Estate Equity and Mortgage Investments ("First Union"), an unrelated
entity, each owned an undivided fifty percent (50%) fee interest in each of the
Wyoming Valley Mall and Middletown Mall properties (the "Acquisition
Properties").  Each of CAA's and First Union's undivided interests were leased
to subsidiaries of CAA pursuant to separate long-term ground leases. Based on
the agreements between CAA and First Union relating to their co-ownership of the
Acquisition Properties, which contained a right of first refusal with respect to
any third-party offer to purchase either party's interest, First Union objected
to the transfer of CAA's interests in the Acquisition Properties to the
Operating Partnership pursuant to such purchase offer made shortly after the
Company's formation.

          In September 1994, Crown Investments entered into a Purchase and Sales
Agreement with First Union (the "PSA") to acquire First Union's interests in
each of the Acquisition Properties for an aggregate purchase price of
$33,500,000.  The total consideration consisted of $27,500,000, payable in cash,
for its interest in Wyoming Valley Mall, and $6,000,000, payable pursuant to a
purchase money note in favor of First Union due January 31, 1998 with interest
at the rate of 9% per annum of which 8% per annum was payable in current monthly
installments (the "Middletown Note"), for its interest in Middletown Mall.

          On December 14, 1994, the independent members of the Company's Board
of Trustees (the "Independent Trustees") unanimously approved the assignment by
CIT to the Operating Partnership of the right to acquire First Union's interest
in Wyoming Valley Mall pursuant to the PSA, and the assumption by the Operating
Partnership of the obligation to purchase such interest from First Union, upon
the simultaneous contribution of the respective interests of CAA and its
subsidiary in Wyoming Valley Mall to the Operating Partnership in exchange for
the issuance to such entities of additional common Partnership Units and cash in
amounts to be determined by the Independent Trustees after receipt of an
appraisal approved by an executive officer of the Company, but not less than
750,000 Partnership Units to CIT or a subsidiary of CIT and not less than
$10,000,000 in cash to CAA.

           The  Independent  Trustees  adopted a  similar  resolution  regarding
Middletown  Mall (except that there was to be no cash payment by  the  Operating
Partnership nor any specified minimum number of common Partnership Units  to  be
issued),  subject to satisfaction of certain conditions.  On January  27,  1995,
the  Independent  Trustees unanimously approved the assignment  by  CIT  or  its
immediate  assignee to the Operating Partnership of the right to  acquire  First
Union's  interest in Middletown Mall pursuant to the PSA, upon the  simultaneous
contribution to the Operating Partnership of the respective interests of CAA and
its subsidiary in Middletown Mall, in return for the assumption by the Operating
Partnership  of  the  existing first mortgage indebtedness  on  Middletown  Mall
(approximately $1,784,000 principal amount outstanding as of such date) and  the
Operating Partnership's agreement to take title subject to a second mortgage  to
be  delivered  to  First Union to secure the $6.0 million Middletown  Note  (but
without  any recourse to the Operating Partnership or the Company). In addition,
the  Independent Trustees approved the issuance to CAA, CAA's subsidiary  and  a
subsidiary of CIT (as CIT's assignee), in exchange for the contribution of their
respective  interests in Middletown Mall, of an aggregate number  of  additional
common  Partnership Units to be determined by the Independent  Trustees  at  the
time of the payment of the Middletown Note in full (retroactive to January 1  of
the year in which such payment occurs).

          The total number of additional common Partnership Units issued and to
be issued in exchange for the respective contributions of such interests in
Wyoming Valley Mall and Middletown Mall is determined by dividing the estimated
annualized distribution of Funds from Operations, as defined, attributable to
Wyoming Valley Mall or Middletown Mall, as the case may be (after taking into
account adjustments to ground rent and debt service refinanced or assumed by the
Operating Partnership), by the dividend distribution rate per Share in effect
for the year ended prior to the year in which the units are issued.

           On May 3, 1995, the Independent Trustees made the final determination
of  the  total  number of additional common Partnership Units to  be  issued  in
exchange  for  the contribution of the interests of CAA and CAA's subsidiary  in
Wyoming  Valley Mall; 1,786,459 additional common Partnership units were issued,
effective  as of January 31, 1995, to Crown American Investment Company,  a  new
wholly-owned subsidiary of CIT (as successor by merger with CAA's subsidiary) in
exchange  for such contributions.  The new units represented approximately  5.1%
of the total units outstanding prior to the issuance of the new units.

          On January 30, 1998, the Company paid in full the $6,000,000 note to
First Union in respect of the Middletown purchase.  Approximately 400,000
additional common Partnership Units are expected to be issued to CAA and/or its
affiliates, effective as of January 1, 1998, as the deferred contingent
consideration for the contribution of Middletown Mall to the Operating
Partnership, subject to final determination and approval by the Independent
Trustees.  The 400,000 units would represent approximately 1.1% of the total
common Partnership Units outstanding prior to the issuance of the new units.  If
Middletown Mall is held for redevelopment during 1998, there may be additional
common Partnership Units issued to CAA and/or its affiliates in 1999 if such
redevelopment and leasing activities result in enhanced Funds from Operations,
as defined, during 1998.  The Company has nearly finalized an agreement of
sale with an unrelated third party with respect to Middletown Mall and the
adjacent outparcel land under which the purchaser will have 30 days to complete 
its due diligence and can cancel the agreement for any reason during this
period.  The purchase price is approximately $12 million which would result in a
gain.  For the year ended December 31, 1997 Middletown contributed $2.2 million 
in revenues and $0.2 million in income before minority interest.  Additional
consideration may also be due to CAA and/or its affiliates if such sale is
consummated, the amount of which will be dependent on net proceeds received.

          As more fully described in Note 6 to the Consolidated Financial
Statements, 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 and the net proceeds to the Company were $118.7 million
after underwriter's commission and other offering expenses.   The preferred
shares are listed on the New York Stock Exchange.  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 to repay $58.3 million of debt and to acquire
Valley Mall, as described below.  In connection with the preferred share
offering, the Company's Board of Trustees also authorized the Company to make
open market purchases of the Company's common shares.  As of December 31, 1997,
the Company had repurchased 1,251,898 common shares for an aggregate purchase
price of $12.2 million; these shares are currently held as treasury shares.
Under the current Board resolution, the Company is authorized, but not
obligated, to repurchase up to an additional 1,248,102 common shares. In
connection with such repurchases, the Operating Partnership redeemed from the
Company an equivalent number of common Partnership Units for the equivalent
repurchase cost, thus maintaining a 1.0 to 1.0 relationship between the number
of the Company's outstanding common shares of beneficial interest and the number
of common Partnership Units in the Operating Partnership that are owned by the
Company.

           As  more  fully  described in Note 14 to the  Consolidated  Financial
Statements,  on  November 17, 1997 the Company acquired Valley Mall  located  in
Hagerstown, Maryland for $31.7 million in cash, plus $0.4 million in transaction
costs.    Valley  Mall is an enclosed regional mall consisting of  approximately
616,000  square feet of gross leaseable area ("GLA"), of which 123,400 is  owned
by  the  current department store occupant.  In addition, the purchase  included
48,762  square  feet  of out-parcel GLA, and 30.8 acres of  additional  adjacent
undeveloped land.

(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   partnerships
(collectively  the  "Partnerships").  Through its  ownership  interests  in  the
Partnerships,  as  of  December  31, 1997 the Company  owns:   (a)  25  enclosed
shopping  malls and a 50% partnership interest in Palmer Park Mall (an  enclosed
shopping mall) (collectively, the "Malls"), (b) 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 CAA's hotel  division
and  third parties ("Pasquerilla Plaza"), (c) 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 (d)  approximately160 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").   As  further described in Note 15 to the Consolidated  Financial
Statements, the Company also owned, until September 1996 when it was sold  to  a
third  party,  an  office building in Newport News, Virginia with  approximately
102,000  gross square feet leased to third parties (the "Patrick Henry Corporate
Center").  The  Operating  Partnership manages 25 of  the  Malls  (the  "Managed
Malls")  and Pasquerilla Plaza; 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
shopping malls.

          The Company's executive offices are located at Pasquerilla Plaza,
Johnstown, Pennsylvania 15901 and its telephone number is (814) 536-4441.

          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 Malls and Pasquerilla Plaza. These
functions include leasing, construction, management, accounting, finance, data
processing, maintenance, marketing, promotion and security. The Company provides
each Managed Mall with a general manager, who oversees the on-site staff, and a
marketing director.  In addition, each Managed Mall 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 Mall marketing
directors, develop customized marketing plans for each Managed Mall, including
special events, 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 Malls 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 Malls 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 Mall 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 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.  The
Company intends to pursue development activities as opportunities arise. 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 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.   As
further described in Note 15 to the Consolidated Financial Statements, in 1995
the Board of Trustees authorized management to pursue the sale of certain malls
and other assets that were not considered at that time to be fully consistent
with or essential to the Company's long-term strategies.  As reported in the
Company's Form 10-Q for the second quarter of 1996, the assets that had been
held for sale in 1995 are no longer being offered due to potential new
development opportunities that have arisen, current market conditions, and other
reasons.  Other than the Patrick Henry Corporate Center, an office building
located in Newport News, Virginia, which was sold to a third party in September
1996, none of the Properties have been sold to date, or are under a sale
agreement at this time except that the Company has nearly finalized an agree-
ment of sale for Middletown Mall, as more fully described in Item 1 (a) and 
in Note 15 to the Consolidated Financial Statements in Item 8 hereto.

          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
1997 included:  (a)  a public offering of senior preferred shares, (b) several
loan refinancings, and (c) a loan refinancing, two lines of credit and a
refinancing commitment with GE Capital Real Estate, as further described in
Management's Discussion and Analysis of Financial Condition and Results of
Operations in Item 7 hereto, and in Notes 5 and 6 to the Consolidated Financial
Statements in Item 8 hereto.

          If the Board of Trustees determines that additional funding is
required, the Company or the Partnerships may raise such funds through
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.  In August 1995 the Company reduced its quarterly
dividend from $.35 per share to $.20 per share in order to reinvest more
internally-generated funds in various property expansions, improvements, and
related investments.  It is anticipated that any additional borrowings will be
made through the Partnerships either directly or indirectly, although the
Company may also incur indebtedness 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

          The Company was formed to provide a public vehicle for the further
growth of CAA's enclosed shopping mall business.  It is the objective of the
Company's management to achieve growth in Funds from Operations by maximizing
cash flow from existing Malls through increased occupancy and increased rent,
expanding and/or renovating existing Malls, acquiring and, to a lesser extent,
developing new enclosed shopping malls, 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 15 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, approximately 25 miles from
Allentown.  Two of the Malls are located in Virginia, two in Maryland, two in
West Virginia, two in eastern Tennessee and one in northwestern Georgia.

          CAA had continually expanded and renovated its Malls to maintain their
competitive position.  20 of the Malls have undergone an expansion or renovation
since they were completed, and 18 of the Malls have been expanded more than
once. Management of the Company intends to utilize the approximately 1.9 million
square feet of remaining expansion capacity 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, and home shopping television networks.

          Employees

          At the time of the initial public offering, all of the executive,
property and asset management, leasing, construction, financial, legal services,
development and administrative personnel of CAA relating to its regional mall
and shopping center business became employees of the Operating Partnership.  As
of December 31, 1997, the Operating Partnership has approximately 430 full-time
employees in the following operational areas:

                                                    Number of
                                                    Employees

Asset and property management (including on-site)       303
Leasing and lease administration                         26
Development and construction services                    23
Financial, accounting, MIS and legal services            53
Executive management and corporate administration        25
 Total                                                  430

          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 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 enclosed shopping malls, which include a 50%
partnership interest in Palmer Park Mall (an enclosed shopping mall).  All of
the Malls have department stores as anchor tenants (the "Anchors"), as described
in the table on the following pages.  All of the Malls have numerous diversified
retail store, 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 (the "Freestanding Stores") are located
along the perimeter of the parking areas at 18 of the Malls.  Unless otherwise
indicated, the information provided in this Item 2 is stated as of December 31,
1997.

          The Company, through the Partnerships, owns all of the Malls in fee,
except Palmer Park Mall, Shenango Valley Mall and Uniontown 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 is subject to a third-
party ground lease, and Uniontown Mall is subject to two third-party ground
leases.

          The total gross leasable area ("GLA") of all 26 Malls is approximately
15.0 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 seven anchor locations owned by their occupants or other
entities.  Anchors, Mall Stores and Freestanding Stores account for
approximately 58%, 37% and 5%, respectively, of the total GLA of the Malls.
Excluding Freestanding Stores, the Malls range in size from approximately
300,000 to 820,000 square feet of GLA with an average size of approximately
546,000 square feet of GLA.  Each Mall has ample surface parking with 23 of the
Malls having parking ratios above 5.0 per 1,000 square feet of GLA.

          At December 31, 1997, 94% of the Company-owned anchor GLA was leased
and occupied, and all of the seven non-owned anchor stores were occupied. The
vacant anchor premises consist of (a) two former Kmart locations (North Hanover
Mall and Carlisle Mall) bought-out by Kmart in late 1996 for a $1.4 million cash
payment, (b) three former temporary Bon-Ton store locations (Schuylkill Mall,
Franklin Mall and Middletown Mall - see Note 8 to the Consolidated Financial
Statements concerning the sale of Hess's in 1994 to the Bon-Ton), (c) one
additional anchor location in Middletown Mall, and (d) a former Clover store
(Palmer Park Mall).  In addition, shortly after December 31, 1997, the J.C.
Penney store at Carlisle closed although rental payments will continue through
March 1999.  The Company also bought-out the Value City lease at Nittany Mall in
early January 1998 in connection with a planned anchor replacement.

           The Company is in discussions with department store chains and other
tenants as replacements for the vacant anchor store locations.  Mall Store GLA,
excluding Middletown Mall and Valley Mall (purchased in November 1997), was 79%
leased at December 31, 1997.  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.

           On December 16, 1994 a fire occurred at the Logan Valley Mall located
in Altoona, Pennsylvania.  The fire destroyed 44 small shops aggregating 148,800
square feet of gross leasable space as well as affecting three additional  small
shops containing approximately 18,000 square feet of gross leasable space.   The
net  book value of the destroyed assets approximated $3.5 million.  The  Company
settled  the property damage insurance claim with its insurance company  in  the
third  quarter  of  1995 for $15.9 million.  The difference between  the  amount
received  and the net book value of destroyed assets and the related  demolition
and clean up costs is $11.2 million, which has been recorded as an extraordinary
gain  in 1995.  During 1995 and 1996 the Company also recorded $1.9 million  and
$0.8  million,  respectively,  in  business  interruption  insurance,  which  is
included  in revenues.  Because of the business interruption insurance coverage,
the  fire  had no material impact on 1996, 1995 and 1994 results of  operations.
The  reconstruction  and expansion of the fire-damaged  mall  was  completed  in
August  1997  at  a  cost  of approximately $68 million,  including  capitalized
interest  and  tenant allowances for new tenants.  The construction  costs  were
financed  with a construction loan obtained from a bank lending consortium.   In
November  1997 the construction loan was refinanced as more fully  described  in
Note 5 to the Consolidated Financial Statements.

          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,
those in excess of 400,000 square feet of GLA are considered "regional" shopping
centers, while those having in excess of 800,000 square feet of GLA are
considered "super-regional" shopping centers. Twenty two of the Malls are
considered regional shopping centers and four 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 15 are the only, enclosed regional shopping malls in their respective
trade areas.  No one Mall accounted for more than 6.1% of the total GLA of the
Malls or 7.7% of total revenues for the year ended December 31, 1997.

          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, often
subject to 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 and, in a few cases, tenants only
pay percentage rent.

          Virtually all of the leases for Mall Stores contain provisions
allowing the Malls 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 Malls 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, 1997:

<TABLE>
<CAPTION>
                                               % of Owned/                Lease
                                               Anchor/Mall                or
                                               Store GLA                  Ease-
                                               Leased as                  ment 
                                               of Dec. 31,                Expir-
Property              Square Feet of  GLA(1)   1997 (2)     Anchors       ation

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

Capital City Mall      Mall         238,470    100/85%      Sears          2000
Camp Hill, PA          Anchor       322,512                 Hecht's (3)    2093
                       Freestanding  46,158                 J.C. Penney    2010 
                       Total GLA    607,140

Carlisle Plaza Mall    Mall         121,263     64/67%     J.C. Penney (4) 1999
Carlisle, PA           Anchor       154,335                Bon-Ton         2002 
                       Freestanding  69,146                Vacant             -
                       Total GLA    344,744

Chambersburg Mall      Mall         215,522    100/78%     Sears           2010
Chambersburg, PA       Anchor       240,948                J.C. Penney     2012
                       Total GLA    456,470                Value City      2007
                                                           Bon-Ton         2005

Franklin Mall          Mall         238,687     79/52%     Sears           1999
Washington, PA         Anchor       310,401                Hills           2006
                       Freestanding   3,132                Bon-Ton         2000
                       Total GLA    552,220                Vacant             -

Logan Valley Mall      Mall         327,281    100/81%     Kaufmann's      2005
Altoona, PA            Anchor       453,643                Sears           2016
                       Total GLA    780,924                J.C. Penney     2017

Lycoming Mall          Mall         317,717    100/83%     Sears           2008
Williamsport, PA       Anchor       453,936                J.C. Penney     2005
                       Freestanding  25,857                Bon-Ton         2006 
                       Total GLA    797,510                Kaufmann's (3)  2093
                                                           Value City      2008

Nittany Mall           Mall         222,373    100/86%     Sears           2005
State College, PA      Anchor       298,489                J.C. Penney     2005
                       Freestanding   4,168                Value City (5)  1997
                       Total GLA    525,030                Bon-Ton         2003

North Hanover Mall     Mall         132,985     78/85%     Sears           2000
Hanover, PA            Anchor       286,596                J.C. Penney     2001
                       Freestanding  29,027                Bon-Ton         2001 
                       Total GLA    448,608                Vacant             -


Palmer Park Mall       Mall         143,556     58/79%     Bon-Ton         1999
Easton, PA             Anchor       197,516                Vacant (7)         - 
                       Freestanding     684
                       Total GLA    341,756

Schuylkill Mall        Mall         277,533    100/62%     Sears           2005
Frackville, PA         Anchor       409,122                Kmart           2005
                       Freestanding  45,773                Bon-Ton (10)    2032
                       Total GLA    732,428                Phar-Mor        2006
                                                           Vacant             -

Shenango Valley Mall   Mall         105,875    100/82%     Sears           2000
Sharon, PA             Anchor       356,226                J.C. Penney     1999
                       Freestanding  50,466                Kaufmann's      2001
                       Total GLA    512,567

South Mall             Mall         123,510     100/92%    Bon-Ton         2005
Allentown, PA          Anchor       229,985                Stein Mart      2006
                       Freestanding  30,519                Phar-Mor        2006
                       Total GLA    384,014

Uniontown Mall         Mall         245,381     100/82%    Sears           2000
Uniontown, PA          Anchor       411,381                J.C. Penney     2005
                       Freestanding  32,978                Bon-Ton         2005
                       Total GLA    689,740                Value City      1997 
                                                           Teletech (6)    2005
                                                           Freight
                                                             Liquidators   2005

Viewmont Mall          Mall         206,930     100/94%    Sears           2005
Scranton, PA           Anchor       532,058                J.C. Penney     2000
                       Freestanding  31,029                Kaufmann's (3)  2093
                       Total GLA    770,017

West Manchester Mall   Mall         295,932     100/70%    Value City      2011
York, PA               Anchor       407,366                Bon-Ton         2001
                       Total GLA    703,298                Wal-Mart        2014
                                                           Hecht's  (3)    2094

Wyoming Valley Mall    Mall         235,505     100/96%    Sears           2001
Wilkes-Barre, PA       Anchor       585,676                J.C. Penney     2002
                       Freestanding  94,315                Bon-Ton         2002
                       Total GLA    915,496                Kaufmann's (8)  2002
                                                           Kaufmann's (8)  2002

Maryland

Francis Scott Key Mall Mall         276,168      100/92%   Sears           2003
Frederick, MD          Anchor       435,347                J.C. Penney     2001
                       Freestanding   2,417                Value City      2010
                       Total GLA    713,932                Hecht's (10)    2044

Valley Mall            Mall         228,408      100/73%   J.C. Penney     2004
Hagerstown, MD         Anchor       387,748                Bon-Ton         1999
                       Freestanding  48,762                Montgomery
                       Total GLA    664,918                  Ward (10)     2044

New Jersey

Phillipsburg Mall      Mall         212,905      100/58%   Bon-Ton         2010
Phillipsburg, NJ       Anchor       306,541                J.C. Penney     2010
                       Freestanding  18,073                Kmart           2015
                       Total GLA    537,519                Sears           2004

Virginia

New River Valley Mall  Mall         182,740      100/74%   Sears           2008
Christiansburg, VA     Anchor       240,753                J.C. Penney     2008
                       Total GLA    423,493                Belks           2008
                                                           Peebles         2009

Patrick Henry Mall     Mall         208,302      100/91%   Upton's         2007
Newport News, VA       Anchor       232,618                Dillards (9)    2008
                       Total GLA    440,920                Belks (9)       2009

Georgia

Mount Berry Square     Mall         208,766      100/75%   Sears           2011
Rome, GA               Anchor       269,868                J.C. Penney     2006
                       Total GLA    478,634                Proffitt's      2012
                                                           Belk-Rhodes     2011

Tennessee

Bradley Square         Mall         155,186      100/63%   Sears           2005
Cleveland, TN          Anchor       231,014                J.C. Penney     2006 
                       Total GLA    386,200                Proffitt's      2011
                                                           Kmart           2012

Oak Ridge Mall         Mall         262,649      100/45%   Sears           2005
Oak Ridge, TN          Anchor       368,272                J.C. Penney     2007
                       Freestanding 234,402                Wal-Mart        2008
                       Total GLA    865,323                Proffitt's (8)  1999
                                                           Proffitt's (8)  2013

West Virginia

Martinsburg Mall       Mall         166,561      100/69%   Sears           2011
Martinsburg, WV        Anchor       284,089                Wal-Mart        2011
                       Total GLA    450,650                J.C. Penney     2011
                                                           Bon -Ton        2012

Middletown Mall        Mall         188,652    66/33% (11) Hills           2011
Fairmont, WV           Anchor       257,411                Office 
                       Freestanding  28,926                  Facility (11) 1998
                       Total GLA    474,989                Vacant (two 
                                                             locations)

Totals for all         Mall Stores  5,538,857  94%/79% (11)
Malls                  Anchor       8,663,851 (12)
                       Freestanding   795,832
                       Total GLA   14,998,540

</TABLE>

(1)  GLA includes the total square footage of the Anchors, Mall Stores and
     Freestanding Stores.
(2)  Mall Store occupancy includes both tenants in occupancy and tenants that
     have signed leases but have not yet taken occupancy as of December 31, 
     1997.
(3)  Tenant currently holds a 99 year ground lease with nominal purchase option.
     See  Note 8 to the Consolidated Financial Statements.  These locations  are
     deemed owned by their anchor occupants as they only pay a nominal rent.
(4)  The  J.C.  Penney closed its 38,000 square foot store at Carlisle  Mall  in
     January  1998  but  remains obligated for monthly rental  payments  through
     March  1999  when the lease expires.  The Company is currently  negotiating
     with a potential replacement tenant.
(5)  The Value City lease at Nittany Mall was bought-out by the Company for a
     payment of $1.1 million on
     January 5, 1998 in connection with a planned anchor replacement.
(6)  Teletech  Holdings, Inc. is an office tenant that has leased the  temporary
     Bon-Ton  location vacated in January 1996.  This location had been occupied
     since  1996  by Freight Liquidators, a furniture store, which is relocating
     into vacant mall shop space under a seven year lease.
(7)  The former tenant owned its store and the land under the store and operated
     under a reciprocal easement agreement. The former tenant closed this store
     in 1996 and the store and land were purchased by the Palmer Park Mall
     Venture in 1997.  A new lease with replacement anchor has been signed by 
     the tenant and the other joint venture partner and is planned to be signed
     by the Company in March 1998.  The new lease has an initial term of
     20 years.
(8)  Proffitt's operates two stores at Oak Ridge Mall, one is a children's and
     men's store and one is a women's and home furnishings store. 
     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.
(9)  Dillards will open by spring 1998 in the space formerly occupied by
     Proffitts.  Belks is expanding their premises by 35,026 square feet with a
     fall 1998 opening date for the expanded space.  The May Company is building
     a new 140,000 square foot store, also expected to open in fall 1998, which
     will become the fourth anchor at this mall.  In addition to the anchor
     changes, the Company is also adding 29,000 square feet of additional mall
     shop space that will be available for tenant openings in the fall of 1998.
(10) 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.
(11) A former anchor store location has been leased for several years as an
     office facility to The Federal Bureau of Investigation.  There are also two
     vacant anchor stores at this mall.  As more fully described in Note 15 to
     the Consolidated Financial Statements, the Company has nearly finalized
     an agreement of sale for Middletown for approximately $12 million. The
     agreement is non-binding until the purchaser completes its due diligence.
     Accordingly, Middletown has been excluded from the aggregate occupancy
     calculations.
(12) Includes 823,346 square feet of space related to 7 stores that are owned 
     by their anchor occupants.

(b)       Other Properties

          The Company also has ownership interests in Pasquerilla Plaza and the
Anchor Pad, as described below, and also owns approximately 160 acres of
undeveloped land adjacent to most 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 gross leasable
area. The Company, as owner of Pasquerilla Plaza, uses approximately 73,000
square feet as its headquarters space and leases approximately 12,400 square
feet to CAA and affiliates for annual base rent of $236,000.  Approximately
16,900 square feet is currently leased to third parties. Net rental revenue from
Pasquerilla Plaza from tenants other than CAA was $241,000 for the year ended
December 31, 1997.

          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 expire on November 22, 2000, at
which time the Company has an option to purchase the land fee interest for
$500,000.  Rental revenue from the Anchor sublease was $307,000 in 1997.

(c)       Property Insurance

               The Company's management believes that all Properties described
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 February 23, 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 action.  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 the consolidated action and  the
Warden action.

           The  consolidated legal action and the Warden action are  in  a  very
preliminary stage.  However, 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  actions.
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 results of operations or financial condition.

          Logan Valley Mall fire litigation

           As  a  result  of  the fire which damaged the Logan  Valley  Mall  in
Altoona, Pennsylvania on December 16, 1994 a number of tenants or their insurers
filed  lawsuits against the Company for damages to property and for interruption
of  business.    In  August  1997  all of these above-referenced  lawsuits  were
settled  within the coverage limits of the applicable insurance  policies.   The
settlements  had  no  material  adverse  effect  on  the  Company's  results  of
operations or financial condition.

          Tenant litigation

           In  July  1997 The Bon-Ton Department Stores, Inc. filed  suit  in  a
Pennsylvania  state court against Crown American Financing Partnership  and  The
May  Department  Stores  seeking  to enjoin  the  development  of  a  Kaufmann's
Department  Store at Nittany Mall.  Bon-Ton claimed that the proposed Kaufmann's
store would violate a restrictive covenant in Bon-Ton's lease with Crown.  Crown
and  May  disputed  Bon-Ton's  position  and  filed  a  counterclaim  seeking  a
declaratory  judgment  that  the  proposed  transaction  did  not  violate   the
restrictive  covenant.  The parties stipulated to a trial of all issues  (except
the availability of damages to Bon-Ton should it establish liability but not the
entitlement to injunctive relief).  After this trial, the Court ruled  in  favor
of  Crown  and May, denying Bon-Ton's request for injunctive relief and granting
Crown  and May's motion for declaratory judgment.  Bon-Ton has appealed  to  the
Pennsylvania Superior Court.  The appeal is pending and has not yet been briefed
or  argued.   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 results of operations or financial condition.

          In December 1996 the Company was advised by Proffitt's, a tenant at
the Company's Patrick Henry Mall in Newport News, Virginia, that it was selling
its stores in the Tidewater region of Virginia to Dillard's, Inc.  Pursuant to
the Lease between the Company and Proffitt's, the Company had the right to
terminate its Lease with Proffitt's in the event of an assignment to a third
party.  The Company exercised its right of termination.  In conjunction with its
termination of the Lease, the Company filed a declaratory judgment action in the
state court of Virginia seeking a judicial affirmation of the lease termination.
On December 29, 1997 the state court granted summary judgment in favor of the
Company, ruling that the termination of the Lease by the Company was proper.  In
August 1997 Dillard's, Inc. and Dillard's Virginia, Inc. filed suit against the
Company and May Department Stores, alleging that the Company and May conspired
and agreed in restraint of trade in violation of the antitrust laws of the
United States and Commonwealth of Virginia to preclude Dillard's from entering
the Patrick Henry Mall.  In January 1998 this lawsuit was settled by the
parties.  The settlement had no 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, 1997.

EXECUTIVE OFFICERS OF THE COMPANY

          The following table sets forth certain information with respect to the
five executive officers of the Company as of February 17, 1998.

       Name              Age             Office with the Company

Frank J. Pasquerilla     71     Trustee, Chairman of the Board of Trustees and
                                Chief Executive Officer
Mark E. Pasquerilla      38     Trustee and President
John M. Kriak            50     Trustee, Executive Vice President and Chief
Financial Officer
Nicholas O. Antonazzo    60     Executive Vice President, Real Estate
Development
Thomas Stephenson        56     Executive Vice President, Asset Management

          Frank J. Pasquerilla became Chairman and Chief Executive Officer of
the Company upon its formation. Mr. Pasquerilla directs all financial and
development activities, establishes corporate policy and provides overall
strategic direction for the Company.  He joined CAA within a year of its
founding in 1950 and became president in 1953.  Mr. Pasquerilla became CAA's
sole owner in 1961 and has served as its Chairman and Chief Executive Officer.
He is a Trustee of the University of Notre Dame, a member of the Board of
Directors of Georgetown University and was a Trustee of the International
Council of Shopping Centers.

          Mark E. Pasquerilla became President of the Company upon its
formation.  Mr. Pasquerilla directs asset management, project construction and
the general administration of the Company and also assists the Chief Executive
Officer with strategic planning and the establishment of corporate policy.  He
has also served as President of CAA since 1990, and was Executive Vice President
of Operations of CAA from 1987 to 1990.  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 and Discount Committees of
USBANCORP, INC.  Mark E. Pasquerilla is the son of Frank J. Pasquerilla.

          John M. Kriak became Executive Vice President and Chief Financial
Officer of the Company on May 3, 1995.  Mr. Kriak is responsible for financial
services, with emphasis on corporate and project financing, financial reporting,
and management information systems. Mr. Kriak has been Executive Vice President
of Crown Holding Company, the parent of Crown Investments Trust, since May 1993.
He was formerly the Chief Financial Officer, Vice President, Secretary, and
Treasurer of Penn Traffic Company, a food retailer and supermarket operator,
from 1976 until May 1993.  Mr. Kriak is a CPA, CMA and CFM.

          Nicholas O. Antonazzo became Executive Vice President, Real Estate
Development, of the Company upon its formation.  Mr. Antonazzo directs the
expansion and redevelopment of regional malls, anchor department store
relations, build-to-suit development, value-added tenant relations and
peripheral land sales.  He has also served as Executive Vice President of
Development of CAA 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 of
the Company in April 1994.  Mr. Stephenson is responsible for strategic planning
as well as 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.

          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  17,  1998,  there were 26,475,314  common  shares  issued  and
outstanding, held by 1,127 holders of record.  The high and low sales  price  of
the common shares and dividends paid per common share during each quarter in the
period January 1, 1996 through December 31, 1997 were as follows:

                                        1996                     1997
                              High   Low     Dividend   High    Low     Dividend

Quarter ended March 31       $8 3/8  $7 3/8  $0.20      $8 3/8   $7 3/8  $0.20
Quarter ended June 30        $7 7/8  $7 3/8  $0.20      $9 3/8   $7 1/2  $0.20
Quarter ended September 30   $8 5/8  $7 5/8  $0.20      $9 15/16 $9 3/16 $0.20
Quarter ended December 31    $8      $7 1/4  $0.20      $9 11/16 $8 1/8  $0.20

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,  1997  holds  100%  of  the
preferred  partnership  interests  (see Note 6  to  the  Consolidated  Financial
Statements)  and  73.72%  of the common partnership  interests.   The  Operating
Partnership  in turn holds a 99.5% general partnership interest in the
Financing Partnership, and holds 99.5% imited partnership interests in Crown
American WL Associates, L.P. and Crown American  Acquisition Associates I,
L.P.  (see  Note  5 and Note 14 to  the  Consolidated  Financial Statements),
with 0.5% general partnership interests in each entity owned by  the Company
through its wholly-owned subsidiaries.  The combined financial data  of Crown
American  Realty Properties (the "Predecessor") which  includes  all  the
assets, liabilities and results of operations identified with the Properties and
pro  forma consolidated data as if the formation of the Company had occurred  on
January  1,  1993.   The financial data should be read in conjunction  with  the
Consolidated Financial Statements and Notes in Item 8 and "Management's 
Discussion and  Analysis of Financial Condition and Results of Operations" 
in Item 7. (See Item 1 in this Annual Report on Form 10-K for a discussion 
of the business combination completed on August 17, 1993).

           Per share data are reflected only for the Company for the period from
its  inception to December 31, 1997 and for the pro forma financial data for the
year  ended  December  31,  1993.   (See Note 2 to  the  Consolidated  Financial
Statements  in  Item  8  hereto.)   Per share data  are  not  relevant  for  the
historical  combined financial data of the Predecessor since it did not  operate
as  a separate legal entity.  Historical operating results, including net income
or  loss,  may  not  be comparable to future operating results  because  of  the
historically greater debt leverage of the Predecessor.

           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  -  "GAAP")  before minority interest, real estate  depreciation  and
amortization,   and   extraordinary  and  unusual   non-recurring   items,   and
additionally includes earned cash flow support.  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  on  sales  of  anchor  store
locations are excluded from FFO because such transactions are uncommon and not a
part of ongoing operations.

           Beginning  in 1996 the Company adopted a change in the definition  of
FFO  as promulgated by The National Association of Real Estate Investment Trusts
(NAREIT).   Under  the new definition, amortization of deferred financing  costs
and  depreciation of non-real estate assets, as defined, are not adjustments  to
GAAP income in the calculation of FFO.  All prior periods' FFO results have been
retroactively restated.  The revised definition resulted in reductions of  1996,
1995,  and  1994  total  FFO of $4.6 million, $4.5 million,  and  $3.9  million,
respectively.

           EBITDA  is  defined as revenues and gain on sales of outparcel  land,
less  operating  costs  and  general  and administrative  expenses,  but  before
interest,  depreciation  and  amortization.  Management  believes  this  measure
provides  the  clearest  indicator of property  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; 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)
                                 
                                      Crown American Realty Trust
                                                                        
                                         Year Ended December 31,
                                   1997      1996       1995      1994       
                                  (in thousands, except per share data)
<S>                              <C>        <C>         <C>         <C>        
Operating Data:                                                                 
Total revenues                  $130,994   $ 133,972  $ 132,248  $ 119,859      
Operating costs:                                                                
Property operating costs          43,779      46,457     45,408     39,368      
Depreciation and amortization     38,311      35,315     34,634     29,171      
General and administrative         4,698       4,135      4,420      2,622      
expenses
Operating income before interest  44,206      48,065     47,786     48,698      
Interest                          42,663      45,337     42,923     36,240      
Adjustment to carrying value                           (35,000)               
of assets
Gain on sale of property           1,051       5,776      3,492      6,591      
Income (loss) before minority                              
interest and extraordinary items   2,594       8,504   (26,645)     19,049      
Minority interest in               1,644     (1,979)      4,205    (4,192)     
Operating Partnership
Extraordinary gain on fire                               11,244                 
insurance claim
Extraordinary loss on early      (2,331)       (718)      (765)                
extinguishment of debt
Net income (loss)                  1,907       5,807   (11,961)     14,857      
Dividends on preferred           (6,646)                                       
shares
Net income (loss) applicable  $  (4,739)   $   5,807 $ (11,961)  $  14,857     
to common shares                  
Per share data (after                               
minority interest): (2)
Basic EPS:                                                                   
Income (loss) before          $  (0.11)   $    0.23  $  (0.72)  $    0.55     
extraordinary items
Extraordinary items              (0.06)      (0.02)       0.29                 
Net income (loss)             $  (0.17)   $    0.21  $  (0.43)  $    0.55      
Diluted EPS:                                                                    
Income (loss) before          $  (0.11)   $    0.23  $  (0.72)  $    0.55     
extraordinary items
Extraordinary items              (0.06)      (0.02)       0.29                 
Net income (loss)             $  (0.17)   $    0.21  $  (0.43)  $    0.55      
                                                                                
Other Data:                                                                     
EBITDA (3 & 5)                $  88,028   $  91,514  $  91,269  $  84,876      
Funds from Operations (FFO):                               
(4, 5, & 6)
Net income (loss)             $   1,907   $   5,807  $ (11,961) $  14,857      
Adjustments:                                                                    
Minority interest in            (1,644)       1,979     (4,205)     4,192      
Operating Partnership                                  
Adjustment to carrying value                             35,000                 
of assets
Less gain on asset sales                    (2,351)               (4,498)      
Depreciation and amortization    39,682      36,678      36,417    30,859      
- real estate
Operating covenant                2,630       2,630       2,685     2,592      
amortization
Cash flow support earned          3,733       2,889       2,591     3,703      
Extraordinary gain on fire                             (11,244)                 
insurance claim
Extraordinary loss on early       2,331        718         765                 
extinguishment of debt
Funds from Operations before     48,639     48,350      50,048     51,705   
allocations to minority interest
and preferred shares
Less:                                                                           
Amounts allocable to              6,646                                        
preferred shares
Amounts allocable to minority    10,810      12,287     12,653      11,379      
interest
Funds from Operations          $ 31,183   $  36,063   $ 37,395   $  40,326
applicable to common shares        
Weighted average common          27,228      27,515     27,372      27,119      
shares outstanding (000)
Weighted average common          36,667      36,956     36,668      34,772
shares and Operating
Partnership units outstanding
(000)
                                                                                
Cash Flows:                                                                     
Net cash provided by          $  38,747   $  44,848  $  57,174   $  50,489     
operating activities
Net cash (used in) investing   (70,983)    (41,730)  (100,238)    (20,031)      
activities 
Net cash provided by (used       34,962     (2,408)     46,964     (34,136)     
in) financing activities

                                   Crown American      Crown American
                                    Realty Trust      Realty Properties         

                                  August      Pro     February          
                                    17,     Forma(1)     1,
                                   1993     Twelve      1993      Year
                                    to      Months       to       Ended
                                 December  December    August    January
                                    31,       31,        16,       31,
                                   1993      1993       1993      1993       
                                                                                
Operating Data:                                                                 
Total revenues                 $ 45,370  $ 113,404  $  58,940  $ 107,521      
Operating costs:                                                                
Property operating costs         14,225     38,168     21,131     34,123      
Depreciation and amortization    10,674     29,818     16,809     27,815      
General and administrative          651      2,310      1,861      2,184      
expenses
Operating income before          19,820     43,108     19,139     43,399      
interest
Interest                         13,453     36,555     40,454     75,440      
Adjustment to carrying value                               
of assets
Gain on sale of property            836      4,154      3,202      1,393      
Income (loss) before minority                              
interest and 
extraordinary items               7,203     10,707   (18,113)   (30,648)      
Minority interest in            (1,585)    (2,355)                            
Operating Partnership
Extraordinary gain on fire                               
insurance claim
Extraordinary loss on early               (13,960)                 
extinguishment of debt
Net income (loss)                 5,618      8,352   (32,073)   (30,648)      
Income allocated to preferred                                    
shares
Net income (loss) applicable  $   5,618   $  8,352  $(32,073)  $(30,648)     
to common shares  
Per share data (after                               
minority interest): (2)
Basic EPS:                                                                   
Income (loss) before          $    0.21   $   0.31                           
extraordinary items
Extraordinary items                                                             
Net income (loss)             $    0.21   $   0.31                            
Diluted EPS:                                                                    
Net income (loss) before      $    0.21   $   0.31                           
extraordinary items
Extraordinary items                                                             
Net income (loss)             $    0.21   $   0.31                            
                                                                                
Other Data:                                                                     
EBITDA (3 & 5)                $ 32,633    $ 78,014  $  41,033  $  75,349      
Funds from Operations (FFO):                               
(4, 5, & 6)
Net income (loss)             $  5,618   $   8,352                            
Adjustments:                                                                    
Minority interest in             1,585       2,355                            
Operating Partnership
Adjustment to carrying value                               
of assets
Less gain on asset sales                   (2,480)                            
Depreciation and amortization    10,755     30,178                            
- real estate
Operating covenant                  971      2,590                            
amortization
Cash flow support earned          1,365      3,947                            
Extraordinary gain on fire                               
insurance claim
Extraordinary loss on early                       
extinguishment of debt
Funds from Operations before     20,294     44,942
allocations to minority
interest and preferred shares
Less:                                                                           
Amounts allocable to                               
preferred shares
Amounts allocable to minority     4,465      9,891                            
interest
Funds from Operations          $ 15,829   $ 35,051
applicable to
common shares                            
Weighted average common          26,901     27,119                            
shares outstanding (000)
Weighted average common          34,564     34,772
shares and Operating
Partnership units outstanding   
(000)
                                                                                
Cash Flows:                                                                     
Net cash provided by          $   5,296      N/A                              
operating activities
Net cash (used in) investing   (12,500)      N/A                              
activities
Net cash provided by (used       13,018      N/A                              
in) financing activities
                                                                                

(1)  Pro forma operating data represents the results of operations as if the
     formation of Crown American Realty Trust had occurred on January 1, 1993.
     The pro forma operating data for the twelve months ended December 31, 1993
     represents the results of operations of Crown American Realty Trust for the
     period August 17, 1993 to December 31, 1993, plus the pro forma results of
     operations of Crown American Realty Properties for the period 
     February 1, 1993 to August 16, 1993 and an estimate for January 1993, based
     primarily on one-twelfth of the pro forma year ended January 31, 1993.
(2)  All per share data are based on the weighted average common shares
     outstanding shown for the respective periods.
(3)  EBITDA represents earnings before interest, depreciation and amortization,
     and unusual items.  As a REIT, the Company is generally not subject to
     federal income taxes.
(4)  Funds from Operations represents net income before minority interest, real
     estate depreciation and amortization, plus earned cash flow support
     and adjusted for certain unusual and non-recurring items.
(5), (6) - See page 20 for explanation

</TABLE>



<TABLE>
<CAPTION>


Item 6. Selected Financial Data (continued)
                                                                               
                                                  December 31,
Balance Sheet Data:              1997      1996      1995      1994      1993
                                                (in thousands)
<S>                              <C>       <C>       <C>      <C>        <C>
Income-producing properties                                                     
(before accumulated
depreciation and amortization) $1,024,641  $960,692  $933,220  $856,213 $836,451
Total assets                      785,949   740,638   737,518   701,409  701,485
Total debt and liabilities        570,845   600,986   580,234   502,856  481,813
Minority interest                  25,334    35,576    39,873    43,670   48,345
Shareholders' equity              189,770   104,076   117,411   154,883  171,327
                                                                                
                                                                                
                                                   December 31,

Portfolio Property Data (7):       1997     1996      1995       1994      1993
                                                                                
Number of malls at end of year        26        25        25        23        23
                                                                                
Mall shop GLA at end of year       5,539     5,355     5,221     4,895     4,987
(000 sq. ft.) (8)
                                                                                
Comparable store mall shop     $     228  $    217  $    206  $     204  $   206
tenant sales per square foot
(9), (11)
                                                                                
Occupancy percentage at year         79%       76%        82%       84%      80%
end (10), (11)
                                                                                

(5)  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.
(6)  As noted in the narrative preceding the above table, beginning in 1996, the
     Company adopted a revised definition of FFO as promulgated by NAREIT. 
     FFO for all prior periods has been restated.
(7)  The data prior to 1995 excludes Wyoming Valley Mall and Middletown Mall
     which were acquired by the Company in 1995. The data for 1997 includes
     the impact of the Valley Mall acquisition completed in November 1997
     (see Note 14 to the Consolidated Financial Statements).
(8)  All periods shown exclude anchor store GLA  and freestanding GLA which
     approximate  8.7 million square feet and  0.8 million square feet, 
     respectively, at December 31, 1997.
(9)  Total sales for all mall shop tenants, excluding freestanding space, movie
     theaters, and supermarkets, amounted to $721 million, $719 million, 
     $715 million, and $700 million for 1997, 1996, 1995 and 1994,
     respectively.  Sales reported in 1997, 1996, 1995, and 1994 for all 
     owned anchor stores were $1,132 million, $1,112 million, $962 million
     and $922 million, respectively.  The Company owns 93 of 100 anchor store
     premises as of December 31, 1997.
(10) Includes both tenants in occupancy and tenants that have signed leases but
     have not yet taken occupancy as of the dates indicated.
(11) Comparable mall shop tenant sales and year-end occupancy statistics
     exclude Middletown Mall (see Note 11 to the table in Item 2 (a)) and 
     Valley Mall which was acquired in November 1997.

</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 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 35 to 52.  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  currently  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 and is  the
successor  entity of Crown American Realty Properties (the "Predecessor").   The
minority  limited partnership interests are currently held by Crown  Investments
Trust  and  by  Crown American Investment Company, a wholly-owned subsidiary  of
Crown  Investments  Trust,  both  of  which are  affiliates  of  Crown  American
Associates  ("Crown Associates") which was also formed in 1993 as a wholly-owned
subsidiary  of  Crown Holding and as "Successor to Crown American  Corporation".
The  funds were used by the Operating Partnership to retire debt related to  the
Properties.

           Simultaneous  with the 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 which is 99.5% owned by  the  Operating
Partnership  and 0.5% owned 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  (now
14  properties).  The $300 million was used to retire existing debt  contributed
by the Predecessor.

           The  properties held by the Company at December 31, 1997 consist  of:
(1)  25  enclosed  shopping  malls (together with  approximately  160  acres  of
adjoining outparcels and undeveloped land) located in Pennsylvania, New  Jersey,
Maryland,  Tennessee, 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 (under ground  lease
with  purchase  option) improved with a building leased to  a  department  store
chain.

(b)       Funds from Operations

           As  further discussed under Item 6, Selected Financial Data, in  this
Form  10-K,  the  Company  adopted a change in  the  definition  of  Funds  From
Operations  (FFO) beginning January 1, 1996, and has retroactively restated  all
prior periods for consistent basis of presentation.

          Year ended December 31, 1997 versus year ended December 31, 1996

           FFO applicable to common shareholders for the year ended December 31,
1997  was  $31.2 million, compared to $36.1 million for the year ended  December
31, 1996.  Total 1997 FFO before allocations to minority interests and preferred
shareholders was $48.6 million compared to $48.4 million in 1996.

           FFO contribution from the Company's core property operations (i.e.,
anchor and  mall shop rents, percentage rents, straight-line rents, operating 
costs  net  of tenant  recoveries, temporary and seasonal leasing, and mis-
cellaneous mall  revenues) increased $3.5 million over 1996. The $3.6 million 
improvement in property operations includes  $2.5  million  from lower operating
costs, net of tenant  recoveries,  $0.8 million higher temporary and seasonal 
leasing income reflecting increased emphasis on this  area  to mitigate the
lower mall shop occupancy, $0.5 million higher  straight-line  rental income,
and $0.5 million contributed from Valley Mall which was acquired in  November
1997, offset by $0.2 million lower small shop base and percentage  rents from
lower average occupancy partially offset by higher average base rents, and $0.8
million  from  lower anchor base and percentage rents due largely  to  higher
anchor vacancies in 1997.  Other positive impacts on total 1997 FFO included: a)
a decrease in  net  interest costs of $2.7 million of which $3.3 million is the
effect  of  the paydown  of debt and increased short-term investments associated
with the  July  1997 preferred  share  offering  offset by $0.6 million  higher
interest  from  increased borrowings  and  less capitalized interest, mainly
related to the Logan  Valley  Mall reconstruction, and b) an increase in Cash
Flow Support (see Note 8) by $0.8 million. Negative impacts on total 1997 FFO
included:  a)  a decrease in gain on land sales of $2.4  million,  b)   a 
decrease in lease buyout income of $2.3  million,  c)   lower business 
interruption income from the Logan Valley fire of $0.8 million,  d)   lower
fees  on  sales  of  non-REIT  assets of $0.4 million, and  e)   higher 
general  and administrative costs in the amount of $0.8 million.

          Year ended December 31, 1996 versus year ended December 31, 1995

           FFO applicable to common shareholders for the year ended December 31,
1996  was  $36.1 million, compared to $37.4 million for the year ended  December
31,  1995.  Total 1996 FFO before allocations to minority interest and preferred
shareholders was $48.4 million compared to $50.0 million in 1995.

           Positive  impacts  on  total 1996 FFO included:  (a)  one  additional
month's  contribution from the two malls purchased in early 1995 of $0.3 million
which  is net of $0.4 million of interest for the extra month, (b) $1.6  million
in  higher  temporary  leasing and promotional income resulting  from  increased
emphasis  on  temporary and seasonal leasing to offset the decline in  permanent
tenant  mall  shop  occupancy in 1996, (c) $0.4 million in  lower  property  and
general  administrative costs, (d) $1.6 million in higher  lease  buyout  income
including  $1.4  million from two Kmart stores that had been  closed  but  still
paying  rent, and (e) $0.3 million in higher cash flow support earned under  the
Cash Flow Support Agreement.   Negative impacts on total 1996 FFO included:  (a)
$2.0  million in higher net interest costs as explained further below, (b)  $1.0
million  in  lower business interruption insurance related to the  Logan  Valley
Mall  fire  that occurred in late 1994, (c) $1.5 million in lower  straight-line
rental   income   primarily  from  write-offs  of  accrued  straight-line   rent
receivables related to tenants that vacated early, (d) $0.6 million  from  lower
base  and percentage rents due to lower mall shop occupancy partially offset  by
higher  average  rental  rates, and (e) $0.4 million  from  lower  miscellaneous
income, principally fee and broker income.

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

          Year ended December  31, 1997 versus year ended December 31, 1996

          Total EBITDA for the year ended December 31, 1997 was $88.0 million, a
decrease  of  $3.5  million from 1996's $91.5 million.   The  principal  factors
impacting  EBITDA in 1997 were:  a)  $2.3 million lower lease buyout income,  b)
$0.8  million  lower business interruption income from the 1994  fire  at  Logan
Valley  Mall,  c)   $2.4 million lower gain on land sales, offset  by  d)   $2.1
million lower net property operating costs and administrative costs.

          Year ended December 31, 1996 versus year ended December 31, 1995

           Total  EBITDA for the year ended December 31, 1996 was $91.5 million,
up  $0.2  million  from 1995's $91.3 million.  The principal  factors  impacting
EBITDA  in 1996 were: (a) higher total revenues of $1.7 million offset  by  $1.4
million in net higher property operating costs and administrative costs.

 (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.

          In a period of rapidly 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 as shown below.   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 this period.

<TABLE>
<CAPTION>
                               1997      1996      1995
           <S>                <C>      <C>         <C>
           March  31          $ 15.96  $  15.42    $ 14.79
           June 30              16.13     15.56     14.86
           September 30         16.69     15.71     15.07
           December 31          16.82     15.85     15.10

</TABLE>

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

<TABLE>
<CAPTION>
                                           1997      1996      1995
           <S>                           <C>       <C>        <C>
           Anchors (owned locations)     $ 1,132   $ 1,112    $ 962
           Mall shop tenants, excluding      721       719      715
             freestanding, theater, and
             supermarkets

</TABLE>

           The above data excludes sales from all seasonal and temporary tenants
who  generally  do not report their sales to the Company.  The growth  in  total
anchor  sales  for 1997 was mitigated because of (1) the two Kmart  stores  that
were bought out in late 1996 and which were vacant in 1997 and (2) two temporary
Bon-Ton  stores  that  closed in early 1997 and which  were  vacant  during  the
remainder  of  the year.  The Company owned 93 of 100 anchor store locations  at
December 31, 1997.

           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.
Because most mall shop tenants have certain fixed expenses, the occupancy  costs
(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)  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.

<TABLE>
<CAPTION>
                                                 1997   1996   1995
<S>                                             <C>    <C>     <C>
Comparable mall store sales per square foot     $ 228  $  217  $    206
Occupancy  cost percentage at period  end       10.4%   10.6%     11.1%

</TABLE>

          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 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.

<TABLE>
<CAPTION>
                                    1997   1996    1995
           <S>                      <C>    <C>     <C>
           March 31                 75%    79%     82%
           June 30                  77%    77%     81%
           September 30             77%    77%     81%
           December 31              79%    76%     82%

</TABLE>

               The decline in occupancy in 1996 and early 1997 occurred due to a
higher   than   normal  number  of  tenant  bankruptcies  and  early   closings,
particularly in the first and second quarters of 1996, and, to a lesser  extent,
from  slower leasing activity in 1996.  Occupancy at December 31, 1997 does  not
include Valley Mall which was purchased in November 1997.  As described in  Note
11  to  the  table  in  Item 2 (a), Middletown Mall and Valley  Mall  have  been
excluded from occupancy in all periods.

(e)       Results of Operations

          Comparison of Year Ended December 31, 1997, versus Year Ended December
31, 1996

     Total 1997 revenues were $131.0 million compared to $134.0 million in 1996.
Contributing  to  the  decrease in revenues were: $0.8  million  lower  business
interruption insurance, $0.6 lower cost recovery income due to lower recoverable
costs  at  the properties, $2.3 million lower lease buyout income due mainly  to
two  Kmart  anchor lease buyouts in the third and fourth quarters of 1996,  $0.2
million  lower  small  shop base and percentage rents  due  to  lower  occupancy
earlier in the year partially offset by higher average base rent per foot,  $0.6
million  lower anchor base and percentage rents from higher anchor vacancies  in
1997,  and  $0.4  million lower fees and commissions from sales  of  non-Company
properties (included in miscellaneous income).  Offsetting these decreases were:
$0.9 million in higher temporary and promotional income, $0.2 million higher net
utility  income,  $0.5  million higher straight-line  rental  income,  and  $0.7
million  in  revenues from Valley Mall purchased in mid November 1997.   Of  the
total $3.0 million decrease in revenues for 1997, $2.5 million occurred in the 
first six months.

Property   operating  and  administrative  costs,  excluding  depreciation   and
amortization,  decreased  by $2.7 million in 1997  compared  to  1996.   Factors
contributing  to  this decrease were lower snow removal costs,  lower  insurance
costs  and real estate tax expense due mainly to adjustments in assessed values,
and  lower  consulting fees and non-recoverable mall repairs.  Depreciation  and
amortization  expense  increased by $3.0 million in 1997  due  primarily  to  an
increased  level of real estate assets, including Logan Valley Mall,  and  to  a
cessation of depreciation in the first half of 1996 on certain assets  that  had
been held for possible sale in 1996.  These assets were withdrawn from held  for
sale status during the second quarter of 1996.

           General  and administrative expenses were approximately $0.6  million
higher  in  1997 compared to 1996.  This increase was primarily attributable  to
higher   compensation  and  travel  costs  associated  with  income   generating
activities, principally leasing and acquisitions.  Interest expense decreased by
$2.7 million in 1997 compared to 1996, of which $3.3 million  resulted from  the
paydown  of  $58.3 million of debt from the proceeds of the July 1997  preferred
share  offering and interest income from temporary short-term investment of  the
proceeds  from  the  preferred  shares,  offset  by  $0.6  million  from  higher
borrowings  and  lower capitalized interest mainly from the  Logan  Valley  Mall
reconstruction.

           The  gain on the sale of outparcel land was $1.1 million in  1997,  a
decrease  of  $2.4 million compared to 1996 due to fewer sale transactions.   In
addition,  in  September  1996, the Company sold  its  Patrick  Henry  Corporate
Center,  an  office building located in Newport News, Virginia to  an  insurance
company.  The net gain from this transaction of $2.4 million is shown as a  gain
on asset sales.

           During 1997 the Company recorded $2.3 million in extraordinary losses
on  the  early  extinguishment of debt.  These losses result  from  writing  off
unamortized  deferred  financing costs and from prepayment penalties  associated
with  certain  loans  that  were prepaid.  Similarly, during  1996  the  Company
recorded   $0.7   million  in  extraordinary  losses  representing   the   early
extinguishment of debt related to the sale of the Patrick Henry Corporate Center
and to the refinancing of two loans.

          Comparison of Year Ended December 31, 1996, versus Year Ended December
31, 1995

           Total revenues increased by $1.7 million in 1996 compared to 1995, of
which  $1.0 million relates to one additional month of operations in  1996  from
the  two  malls purchased in early 1995.  The $0.7 million increase in  revenues
from  comparable properties is due to $1.6 million in higher lease buyout income
from  tenants,  $0.9 million from higher cost recovery income caused  by  higher
recoverable costs, $1.6 million in higher temporary and seasonal leasing, offset
by $1.5 million in lower straight-line rental income due partly to write-offs of
accrued  straight-line receivables from tenants that vacated early, $1.0 million
in  lower business interruption insurance from the Logan Valley Mall fire,  $0.5
million  in  lower  base and percentage rents due to lower mall  shop  occupancy
partially  offset  by  higher  base rental rates,  and  $0.4  million  in  lower
miscellaneous income, primarily fee and broker income.

          Property operating and administrative costs including depreciation and
amortization  increased $1.7 million in 1996 compared to 1995; $0.6  million  of
the  increase  relates  to  the extra month of operations  from  the  two  malls
purchased  in early 1995.  Of the remaining $1.1 million increase, $1.9  million
is  due to higher property taxes from increased tax rates and assessments,  $0.4
million  in higher depreciation from higher depreciable assets, offset  by  $1.2
million in lower operating costs, both recoverable and non-recoverable.

           General and administrative expenses in 1996 were lower than  1995  by
$0.3 million due to lower overall spending.   Interest expense for 1996 was $2.4
million  higher than 1995, of which $0.4 million relates to the extra  month  of
financing for the two malls purchased in early 1995.  The remaining $2.0 million
increase  is  comprised  of  $1.7  million from  higher  average  debt  balances
outstanding during the year, $0.9 million from higher financing costs offset  by
$0.2  million from lower effective interest rates and $0.4 million  from  higher
capitalized  interest on construction projects, primarily the Logan Valley  Mall
reconstruction.

           Property sales and adjustments contributed $5.8 million to net income
in  1996  compared to $31.5 million reduction in net income in 1995.   The  1995
amount  includes a $35 million non-cash adjustment to the carrying  value  of  a
property  as  further  described  in  Note  15  to  the  Consolidated  Financial
Statements.   The  1996 amounts includes $2.4 million from the sale  of  Patrick
Henry Corporate Center, an office building located in Newport News, Virginia, as
also  discussed  in  Note 15, and $3.4 million from sale of  certain  land  out-
parcels located adjacent to the Company's mall properties.

           The  extraordinary  loss in 1996 represents $0.7 million  from  early
extinguishment of debt related to the sale of Patrick Henry Corporate Center and
to  refinancing  of  two loans in 1996.  The amounts for 1995  relate  to  $11.2
million extraordinary gain on fire insurance from the Logan Valley Mall fire  as
further  described in Note 4 to the Consolidated Financial Statements  and  $0.8
million extraordinary loss on early extinguishment of debt on Logan Valley  Mall
that was repaid in 1995.

(f)       Cash Flows, Liquidity and Capital Resources

      For  the  years  ended  December 31, 1997, 1996,  and  1995,  the  Company
generated $38.7 million, $44.8 million, and $57.2 million, respectively, in cash
from  operating activities, as shown in the accompanying Consolidated Statements
of Cash Flows in Item 8 hereto.

          1997 Cash Flows

          During 1997 the Company generated $38.7 million in cash from operating
activities,  which  is  net  of $9.2 million negative  impact  from  changes  in
receivables,  deferred  charges  and  other  assets,  and  payables  and   other
liabilities.  The Company invested $39.2 million in its existing properties  and
related  escrows;  this  included $15.3 million to complete  Logan  Valley  mall
reconstruction  and  related tenant allowances, $5.3 in  mall  shop  and  anchor
tenant allowances other than Logan Valley, and $2.4 million in capitalized lease
acquisition  costs.  The  Company  also purchased  Valley  Mall  in  Hagerstown,
Maryland for $32.0 million as described in Note 14 to the Consolidated Financial
Statements.   The  Company  generated $35.0 million from  financing  activities,
which  included  (1)  $118.7 million net proceeds from the  issuance  of  senior
preferred  shares in July 1997 (see Note 6), (2) $33.3 million net reduction  in
debt,  plus $4.8 in debt issuance costs (3) $35.2 million of cash dividends  and
distributions  paid, and (4) $12.2 million to repurchase common shares  held  in
treasury.  The  $33.3 million net reduction in debt during  1997  consisted  of:
$171.0  million new borrowings, less $6.2 million in related loan  deposits  and
reserves, from refinancing $161.8 million in existing loans on four malls; $17.1
million  drawn under construction loans, primarily for Logan Valley Mall;  $49.8
million  in borrowings under lines of credit and $42.3 million repayments under
lines  of  credit; use of the preferred share proceeds  to  pay-off $42.2 
million  of  mortgages  on three properties, $13.1 million  in  line  of
credit borrowings and $3.0 million partial reduction of another mortgage loan;
and $2.6 million of scheduled principal amortization.

          1996 Cash Flows

          During 1996 the Company generated $44.8 million in cash from operating
activities,  which  is  net  of $4.4 million negative  impact  from  changes  in
accounts  receivables,  other  assets, and accounts  payable,  $9.5  million  in
proceeds  from asset sales, $1.3 million from issuance of new shares  under  the
Dividend  Reinvestment Plan, and $25.9 million in borrowings net  of  repayments
and  debt  issuance costs.  The Company invested $51.5 million in its properties
which  included  $31.9  million  for the Logan Valley  Mall  reconstruction  and
expansion  project  and  related  tenant allowances,  $4.4  million  for  anchor
allowances and expansions and $5.6 million for mall shop tenant allowances other
than  Logan  Valley,  $2.2 million for leasing costs and commissions,  and  $7.4
million  for  other capitalized costs.  The Company also paid $29.6  million  in
dividends  and  distributions  on its outstanding common  shares  and  Operating
Partnership  units  at  an annual rate of $0.80 per common  share  or  Operating
Partnership unit.  The $25.9 million of net borrowings in 1996 was comprised  of
$30.7  million in borrowings under the Logan Valley Mall construction loan  that
was  obtained in 1995, $53.8 million in three refinancings, and $3.9 million  in
draws under other loan or line of credit facilities; these increases were offset
by  $3.2 million in scheduled debt amortization, $51.3 million repayments on the
refinanced debt, and $6.2 million of debt repaid related to the sale of  Patrick
Henry Corporate Center and certain land out-parcels.

          1995 Cash Flows

           During  1995, the Company invested $109.0 million in income-producing
properties.  This includes: (1) $62.0 million for two malls (see Note 14 to  the
Consolidated Financial Statements) of which $8.1 million related to the assigned
value  of approximately 1.8 million of common Operating Partnership units issued
in  connection with the purchase of Wyoming Valley Mall; (2) $10.5  million  for
mall  shop  tenant allowances, which includes $2.8 million at Viewmont  Mall  in
connection with the 90,000 square foot expansion that opened in 1995;  (3)  $4.9
million  in  anchor allowances, which includes $3.0 million for The May  Company
store  at West Manchester Mall; (4) $2.4 million for leasing and related  costs;
(5)  $16.2  million for the reconstruction of Logan Valley Mall; and  (6)  $13.0
million for other expansion and renovation projects, including the Viewmont Mall
expansion  and  the  West  Manchester Mall renovation.  These  investments  were
funded  by  $96.1 million of issued and assumed debt, $8.1 million in  Operating
Partnership  units  issued for Wyoming Valley Mall, and the remainder  from  net
operating  and  other  net  financing cash flows.  As  further  described  under
"Liquidity  and  Capital Resources", in 1995 the Company reduced  its  quarterly
dividend  and  retained  on  an  annual basis  an  additional  $22  million  for
investment  purposes.   The  other major uses  of  cash  during  1995  were  (1)
repayment  of $35.1 million in debt, of which $14.8 million was funded  by  fire
insurance  proceeds  related to Logan Valley Mall,  and  (2)  $39.6  million  in
dividends  and  distributions on the outstanding  shares  and  on  the  minority
interest in the Operating Partnership.  The Company also sold 250,000 shares for
$3.0  million  in 1995 and received $0.7 million under its dividend reinvestment
plan.   The  Company also received an advance from an affiliate of $4.4  million
(see Note 8).

          Liquidity and Capital Resources

           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, interest expense 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.   During 1995
the  Board  of Trustees determined that the Company should retain  more  of  its
internally  generated cash flows to supplement other expected financing  sources
in  order  to  make  investments  in  certain  mall  expansion  and  renovations
(including the Logan Valley Mall reconstruction) and in various other investment
opportunities.  Accordingly, the Company's quarterly dividend of $.35 per  share
was  reduced  to  $.20 per share beginning with the dividend paid  in  September
1995.  The  annual  amount  of  additional cash retained  is  approximately  $22
million.

            Sources of capital for non-recurring capital expenditures,  such  as
major  building  renovations and expansions, as well as for scheduled  principal
payments,  including  balloon  payments on  the  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.

                Also,  as  more  fully described in Note 5 to  the  Consolidated
Financial Statements, in 1997 the Company obtained a $50 million working capital
line  of  credit and a $100 million acquisition line of credit from  GE  Capital
Real  Estate ("GECRE"); no amounts were outstanding under either line of  credit
at  December 31, 1997.  On February 24, 1998 GECRE advised the Company  that  it
had  completed  sufficient due diligence relating to a planned 10 year  mortgage
loan to the Company and was now committed to proceed with the financing pursuant
to  the terms and conditions outlined in a summary of terms agreement signed  by
GECRE  and the Company in September 1997.  The gross proceeds from the new  loan
(the "Permanent Loan") are expected to be near $450 million and will be used  to
refinance  the $280.6 million Mortgage Loans, the $110.0 million GECRE  mortgage
loan,  and  a  $30.0  million term loan.  The remaining proceeds  will  be  used
largely  to  fund closing costs, initial loan reserves and a prepayment  penalty
with  respect  to  $200.0 million of the Mortgage Loans that would  be  pre-paid
prior  to their maturity date.  The prepayment penalty will be calculated  using
interest  rates  in  effect  at  the time of the prepayment;  based  on  current
interest  rates the prepayment penalty would be approximately $15  million.   In
addition  approximately  $4.4 million of unamortized  deferred  financing  costs
related  to  the existing Mortgage Loans would be written off.   Both  of  these
items would be accounted for as an extraordinary loss on early extinguishment of
debt.  The Permanent Loan will have a fixed interest rate established at closing
and  will be secured by cross-collateralized mortgages on up to 14 of the  malls
securing the Mortgage Loans and the two malls securing the $110.0 million  GECRE
mortgage  loan.  Closing of this planned Permanent Loan is expected to occur  on
or  about September 1, 1998.  The ultimate interest rate and the amount  of  the
Permanent  Loan will depend of several factors, including the level of  interest
rates, the net operating income of the secured properties, and prescribed rating
agency  criteria  at  the  time of closing.  Based on  current  conditions,  the
interest rate on the new loan is expected to be lower than the average  rate  on
the  indebtedness  that will be refinanced.  In connection  with  the  Permanent
Loan,  in  November 1997 the Company made a $6.0 million interest-bearing  good-
faith  deposit  with GECRE that, subject to certain conditions and  limitations,
could  be  forfeited should the Company decide not to consummate  the  Permanent
Loan with GECRE.

      On  December 16, 1994 a fire occurred at the Logan Valley Mall located  in
Altoona,  Pennsylvania.  The fire destroyed 44 small shops  aggregating  148,800
square  feet  of  gross leasable space and also affected three additional  small
shops containing approximately 18,000 square feet of gross leasable space.   The
net  book value of the destroyed assets approximated $3.5 million.  The  Company
settled  the property damage insurance claim with its insurance company  in  the
third  quarter  of  1995 for $15.9 million.  The difference between  the  amount
received  and the net book value of destroyed assets and the related  demolition
and clean up costs is $11.2 million, which has been recorded as an extraordinary
gain  in  1995.   The  Company also recorded $0.8 million and  $1.9  million  in
business  interruption insurance, during the years ended December 31,  1996  and
1995,  respectively,  which is included in revenues.  The business  interruption
insurance  coverage  expired in May 1996.  Because of the business  interruption
insurance  coverage,  the fire had no material impact on  1996,  1995  and  1994
results  of operations.  During 1995 the Company started the reconstruction  and
expansion  of  the  fire-damaged  mall;  the  entire  construction  project  was
completed  in August 1997 and  cost approximately $68 million, including  tenant
allowances.  The  project costs were partially funded from a  construction  loan
obtained from a bank consortium, which aggregated $51.4 million by November 1997
when  it  was  refinanced  with  a  new loan with  GECRE  (see  Note  5  to  the
Consolidated Financial Statements).

           As  of December 31, 1997 the scheduled principal payments on all debt
are  $120.9  million, $112.3 million, $103.5 million, $3.8  million,  and  $27.7
million  for  the years ended December 31, 1998 through 2002, respectively,  and
$173.5  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,  including  through  the
planned  GECRE permanent loan financing more fully described in Note  5  to  the
Consolidated Financial Statements.  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, 1997, 1996, and 1995 were 2.04 to 1, 2.08  to  1,  and
2.13 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
partnership units for 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  a
portion  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, 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.

           The Company has made a preliminary assessment of its exposure to  the
so-called  "Year  2000  problem"  which relates to  the  ability  of  electronic
equipment, computer hardware and software to properly handle dates on  or  after
January 1, 2000.  Based on its preliminary assessment, the Company believes that
the  cost  to  replace certain computer equipment and software or  to  reprogram
certain software will not be material to its results of operations.

           As  more  fully  described  in Note 2 to the  Consolidated  Financial
Statements,  the  Financial  Accounting Standards Board  has  issued  three  new
accounting pronouncements relating to disclosure matters that will become
effective in 1998, none of which is expected to have a significant effect on
the Company's disclosures.

(h)       Forward Looking Statements

           Certain  of the preceding comments in Item 7, Management's Discussion
and  Analysis of Financial Condition and Results of Operations, contain  forward
looking  statements  that  involve  risk and  uncertainties,  including  overall
economic  and  credit  market conditions, the ability to refinance matrity 
indebtedness, the impact  of  competition,  consumer buying  trends,  weather
conditions, financial  market  conditions,  and  other factors.

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,  1997  and  1996,  and  the  related  consolidated  statements  of
operations, shareholders' equity and cash flows for each of the three  years  in
the  period ended December 31, 1997. These consolidated 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  generally  accepted  auditing
standards.  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 financial position of Crown American Realty Trust and
subsidiaries,  as  of  December 31, 1997 and 1996,  and  the  results  of  their
operations and their cash flows for each of the three years in the period  ended
December 31, 1997, in conformity with generally accepted accounting principles.

Our  audit  of  Crown American Realty Trust and subsidiaries was  made  for  the
purpose  of  forming  an opinion on the basic financial statements  taken  as  a
whole.   The schedules listed in the index of financial statements are presented
for  purposes  of complying with the Securities and Exchange Commission's  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, are fairly stated in all material  respects  in
relation to the basic financial statements taken as a whole.


                                   /s/ ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
February 25, 1998


<TABLE>
<CAPTION>


CROWN AMERICAN REALTY TRUST                                                 
Consolidated Statements of Operations
                                                                            
                                                 Year Ended December 31,
                                             1997           1996         1995  
                                                            
                                       (in thousands, except per share data)    
<S>                                      <C>            <C>           <C>      
Rental operations:                                                              
Revenues:                                                                       
Minimum rent                            $   81,044      $   83,441    $  83,167 
Percentage rent                              6,544           6,489        6,536 
Property operating cost recoveries          30,513          30,975       29,801 
Temporary and promotional leasing            9,312           8,411        6,831 
Net utility income                           2,806           2,559        2,386 
Business interruption insurance                                830        1,870 
Miscellaneous income                           775           1,267        1,657 
Net                                        130,994         133,972      132,248 
Property operating costs:                                                       
Recoverable operating costs                 39,467          41,324       40,045 
Property administrative costs                2,349           2,068        2,210 
Other operating costs                        1,963           3,065        3,153 
Depreciation and amortization               38,311          35,315       34,634 
Net                                         82,090          81,772       80,042
Net                                         48,904          52,200       52,206 
Other expenses:                                                                 
General and administrative                   4,698           4,135        4,420 
Interest                                    42,663          45,337       42,923 
Net                                         47,361          49,472       47,343 
Net                                          1,543           2,728        4,863 
Property sales and adjustments:                                                 
Adjustment to carrying value of assets                                 (35,000) 
Gain on sale of outparcel land               1,051           3,425        3,492 
Gain on asset sales                                          2,351              
Net                                          1,051           5,776     (31,508) 
Income (loss) before extraordinary                                       
items and minority interest                  2,594           8,504     (26,645) 
                                                                                
Extraordinary loss on early                 
extinguishment of debt                     (2,331)           (718)        (765)
Extraordinary gain on fire insurance                                     
claim                                                                    11,244
                                                                                
Income (loss) before minority interest                                          
in Operating Partnership                       263           7,786     (16,166) 
                                                                                
Minority interest in (income) loss of                                           
Operating Partnership                        1,644         (1,979)        4,205 
                                                                                
Net income (loss)                            1,907           5,807     (11,961) 
                                                                                
Dividends on preferred shares              (6,646)                              
                                                                                
Net income (loss) applicable to common   
shares                                  $  (4,739)     $     5,807    $(11,961)
                                                                                
Per common share information:                                                   
Basic EPS                                                                       
Income (loss) before extraordinary    
items                                   $   (0.11)     $      0.23    $  (0.72)
Extraordinary items                         (0.06)          (0.02)         0.29
Net income (loss)                       $   (0.17)     $      0.21    $  (0.43) 
                                                                                
Weighted average shares outstanding   
(000)                                       27,228          27,515       27,372 
                                                                                
Diluted EPS                                                                     
Income (loss before extraordinary items $   (0.11)     $      0.23    $  (0.72) 
Extraordinary items                         (0.06)          (0.02)         0.29
Net income (loss)                       $   (0.17)     $      0.21    $  (0.43) 
                                                                                
Weighted average shares outstanding   
(000)                                       27,228          27,519       27,372 
                                                                                
The accompanying notes are an integral part of these statements.

</TABLE>



<TABLE>
<CAPTION>

CROWN AMERICAN REALTY TRUST
Consolidated Balance Sheets

                                                              December 31,
                                                          1997           1996
                                                          
                                                     (in thousands, except share
                                                         and per share data)
                                                                             
Assets

<S>                                                      <C>            <C>
Income-producing properties:                                                    
Land                                                   $   132,055   $   120,999
Buildings and improvements                                 852,674       798,470
Deferred leasing and other charges                          39,912        41,223
Net                                                      1,024,641       960,692
Accumulated depreciation and amortization                (315,125)     (281,478)
Net                                                        709,516       679,214
                                                                                
Other Assets:                                                                   
Investment in joint venture                                  5,808         5,799
Cash and cash equivalents                                    9,472         6,746
Tenant and other receivables                                16,986        16,516
Deferred charges and other assets                           44,167        32,363
Net                                                    $   785,949   $   740,638
                                                                                
Liabilities and Shareholders' Equity                               
                                                                                
Liabilities:                                                                    
Debt on income-producing properties                    $   541,713   $   568,785
Accounts payable and other liabilities                      29,132        32,201
Net                                                        570,845       600,986
                                                                                
Minority interest in Operating Partnership                  25,334        35,576
                                                                                
Commitments and contingencies                                                   
                                                                                
Shareholders' equity:                                                           
Non-redeemable senior preferred shares, 11.00%                                  
cumulative, $.01 par value, 2,500,000 shares issued
and outstanding                                                 25         
Common shares, par value $.01 per share, 120,000,000                           
shares authorized, 27,727,212 and 27,612,756 shares
issued at December 31, 1997 and 1996, respectively             277           276
Additional paid-in capital                                 308,571       184,205
Accumulated deficit                                      (106,881)      (80,405)
Net                                                        201,992       104,076
                                                                                
Less common shares held in treasury at cost, 1,251,898                          
shares at December 31, 1997, respectively                 (12,222)              
Net                                                        189,770       104,076
Net                                                    $   785,949   $   740,638
                                                                                
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,
                                                1997        1996         1995
                                                                       
                                                    (in thousands)
<S>                                          <C>          <C>        <C>
Cash flows from operating activities:                                          
Net income (loss)                            $   1,907    $    5,807  $(11,961)
Adjustments to reconcile net income (loss)                                     
to net cash
provided by operating activities:                                              
Minority interest in Operating Partnership     (1,644)        1,979     (4,205)
Adjustment to carrying value of assets                                   35,000
Equity earnings in joint venture                 (528)        (575)       (624)
Depreciation and amortization                   45,886       43,713      43,419
Gain on asset sales                                         (2,351)            
Extraordinary loss on early extinguishment       2,331          718         765
of debt
Extraordinary gain on fire insurance claim                             (11,244)
Net changes in:                                                                
Tenant and other receivables                       520      (1,386)       (167)
Deferred charges and other assets              (7,857)        1,309     (4,221)
Accounts payable and other liabilites          (1,868)      (4,366)      10,412
Net cash provided by operating activities       38,747       44,848      57,174
                                                                               
Cash flows from investing activities:                                          
Investment in income properties                (39,152)    (51,482)    (46,938)
Acquisitions of enclosed malls                 (31,981)                (53,900)
Proceeds from asset sales                                     9,452            
Distributions from joint venture                   150          300         600
Net cash (used in) investing activities        (70,983)    (41,730)   (100,238)
                                                                               
Cash flows from financing activities:                                          
Net proceeds from issuance of senior           118,671                         
preferred shares
Net proceeds from sale of common shares and                                    
from dividend reinvestment plan                    921        1,257       3,702
Proceeds from issuance or assumption of        231,723       88,499      97,706
debt, net of deposits
Cost of issuance of debt                       (4,774)      (1,804)     (1,591)
Debt repayments                              (265,002)     (60,796)    (35,091)
Fire insurance proceeds, net of clean up                                 14,823
costs
Dividends and distributions paid on common                                     
shares and partnership units                  (29,287)     (29,564)    (39,552)
Dividends paid on senior preferred shares      (5,921)                         
Advance from affiliate                                                    4,376
Purchase of common shares held in treasury    (12,222)                         
Cash flow support payments                         853                    2,591
Net cash provided by (used in) financing        34,962       (2,408)     46,964
activities
                                                                               
Net increase in cash and cash equivalents        2,726          710       3,900
                                                                               
Cash and cash equivalents, beginning of          6,746        6,036        2,136
period
                                                                               
Cash and cash equivalents, end of period     $   9,472    $    6,746   $   6,036
                                                                               
Interest paid (net of amounts capitalized)   $  39,351    $   41,480   $ 39,307
Interest cost capitalized                    $   2,463    $    2,943   $  2,580
                                                                               
Non-cash financing activities:                                                 
Tenant improvements funded by Crown          $            $            $     82
Investments Trust, including $0, $0, and
$21 allocated to minority interest           $            $            $  8,074
Issuance of partnership units related to  
Wyoming Valley acquisition                
Cash flow support credited to minority       $   1,889    $    2,889   $       
interest and paid-in capital
that was prefunded in 1995                 
Preferred dividends accrued but unpaid as of $     725    $            $
year end                                 
                                                                               
The accompanying notes are an integral part of these statements.

</TABLE>



<TABLE>
<CAPTION>


CROWN AMERICAN REALTY TRUST
Consolidated Statements of Shareholders' Equity
                                                                                
                                  Common                                     
                                  Shares      Senior                  Additional
                                  Out-        Preferred   Common      Paid-in
                                  standing    Shares      Shares      Capital
                                                  (in thousands)               
<S>                                <C>           <C>          <C>          <C>

Balance, December 31, 1994            27,128  $           $      271  $ 176,849
                                                                               
Shares issued for cash                   250                       2      2,973
Shares issued under dividend                                                    
reinvestment plan                         72                       1        538
Capital contributions from                                                      
Crown
Investments Trust:                                                             
Cash flow support payments                                                1,932
Tenant allowances funded                                                     61
Transfer in (out) of limited                                                   
partner's interest in the
Operating Partnership                                                   (1,016)
Net (loss)                                                                      
Dividends paid                                                                  
                                                                               
Balance, December 31, 1995            27,450                     274    181,337
                                                                               
Shares issued under dividend                                                    
reinvestment plan                        163                       2      1,255
Capital contributions from                                                      
Crown Investments Trust:                                                       
Cash flow support payments                                                2,152
Transfer in (out) of limited                                                   
partner's interest in the Operating                                       (539)
Partnership
Net income                                                                      
Dividends paid                                                                  
                                                                               
Balance, December 31, 1996            27,613                     276    184,205
                                                                               
Issuance of Preferred Shares                          25                118,646
Common Shares issued under                                                     
dividend reinvestment plan               114                       1        920
Common Shares purchased and                                                    
held in treasury                     (1,252)                                   
Transfer in (out) of limited                                                   
partners'interest in the Operating                                        2,029
Partnership
Capital contributions from                                                     
Crown Investments Trust:                                                       
Cash flow support                                                         2,771
Net income                                                                     
Dividends paid and accrued                                                     
                                                                               
Balance, December 31, 1997            26,475  $       25  $      277  $ 308,571
                                                                               
                                                                            
                                 Retained                        
                                 Earnings     Common                    
                                 (Accumu-     Shares
                                 lated)       Held in                     
                                 Deficit)     Treasury     Total         
                                                                            
                                                                            
                                                                               
Balance, December 31, 1994       $  (22,237)  $           $  154,883           
                                                                               
Shares issued for cash                                         2,975           
Shares issued under dividend                                                    
reinvestment plan                                                539           
Capital contributions from                                                      
Crown Investments Trust:                                  
Cash flow support payments                                     1,932           
Tenant allowances funded                                          61           
Transfer in (out) of limited                                                   
partner's interest in the 
Operating Partnership                                         (1,016)           
Net (loss)                           (11,961)                (11,961)           
Dividends paid                       (30,002)                (30,002)           
                                                                               
Balance, December 31, 1995           (64,200)                 117,411           
                                                                               
Shares issued under dividend                                                    
reinvestment plan                                              1,257           
Capital contributions from                                                      
Crown Investments Trust:                                                       
Cash flow support payments                                     2,152           
Transfer in (out) of limited                                                   
partner's interest in the
Operating Partnership                                           (539)           
Net income                              5,807                   5,807           
Dividends paid                       (22,012)                (22,012)           
                                                                               
Balance, December 31, 1996           (80,405)                 104,076           
                                                                               
Issuance of Preferred Shares                                 118,671           
Common Shares issued under                                                     
dividend reinvestment plan                                       921           
Common Shares purchased and                                                    
held in treasury                                (12,222)    (12,222)           
Transfer in (out) of limited                                                   
partners'
interest in the Operating                                      2,029           
Partnership
Capital contributions from                                                     
Crown Investments Trust:                                                       
Cash flow support                                              2,771           
Net income                             1,907                   1,907           
Dividends paid and accrued          (28,383)                (28,383)           
                                                                               
Balance, December 31, 1997       $ (106,881)  $ (12,222)  $  189,770           
                                                                               
                                                                               
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.  The proceeds 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"), a partnership which is 99.5% owned by  the  Operating
Partnership and 0.5% owned by the Company.

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"),  by  Crown
American Investment Company (a subsidiary of Crown Investments), and by  members
of  the  Pasquerilla family.  As described in Note 14, the Company acquired  two
additional malls in 1995 and one additional mall in 1997.

Simultaneously  with the above transactions, the Financing Partnership  borrowed
approximately $300 million of mortgage debt (the "Mortgage Loans") then  secured
by  15 (now 14) enclosed shopping malls (see Note 5).  The net proceeds from the
Mortgage  Loans together with the proceeds of the equity offering were  used  to
retire existing debt contributed with the Properties.

As  further  described  in  Note 6, 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  retailing  companies.
The Company's top five tenants in terms of total revenues are as follows:

                                Percent of  Total Revenues
                                      1997      1996

Sears Roebuck and Co.                 7.5%      6.6%
J C Penney, Inc.                      5.2%      4.1%
The Limited Stores, Inc.              4.6%      4.5%
F. W. Woolworth                       3.8%      3.7%
The Bon-Ton Stores, Inc.              3.4%      3.1%

The  amounts  for The Bon-Ton Stores, Inc. ("Bon-Ton") exclude $0.1 million  and
$1.1  million, respectively, of revenues for locations under temporary leases  -
see  Note  8.   Amounts  for F.W. Woolworth relate to Woolworth,  Afterthoughts,
Kinney,  Footlocker,  Lady Footlocker, Champs, Northern  Reflections,  and  Foot
Quarters.

The  Properties currently consist of: (1) 25 enclosed shopping malls located  in
Pennsylvania,  New  Jersey,  Maryland, Tennessee, 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 160 acres of land adjacent to a number  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 the Mortgage Loans and  other  debt
instruments, and trends in the national and local economy, including 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, which in turn  includes  the  Financing
Partnership,  Crown American Acquisition Associates I, L.P. (See  Note  14)  and
Crown American WL Associates, L.P. (see Note 5), all of which are 99.5% owned by
the  Operating Partnership and 0.5% by the Company through separate wholly-owned
subsidiaries.   The  Company  is  the  sole general  partner  in  the  Operating
Partnership,  and  at December 31, 1997 the Company held 100% of  the  preferred
partnership  interests  (see  Note  6) and  73.72%  of  the  common  partnership
interests.   All significant intercompany amounts have been eliminated.

The  preparation  of financial statements in conformity with generally  accepted
accounting principles 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.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

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.   All
other repair and maintenance items are expensed as incurred.  Total repairs  and
maintenance expenses were $8.5 million, $9.2 million, and $9.3 million  for  the
years ended December 31, 1997, 1996, and 1995, 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  $55.6  million  in lines of credit (no
amounts borrowed under the lines of  credit  as  of December 31, 1997).

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 $2.5 million, $2.9 million, and $2.6 million  for  the
years  ended  December 31, 1997, 1996 and 1995, respectively.  Interest  expense
includes  costs  of  any  financings that are  not  completed,  amortization  of
deferred financing costs related to completed financings (see Note 3) and is net
of miscellaneous interest income on cash and escrow deposit balances aggregating
$1.5  million, $0.5 million, and $1.0 million for the years ended  December  31,
1997, 1996 and 1995, 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.

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 (before the dividends paid deduction) for the years
ended  December  31,  1997,  1996,  1995 was approximately  $2.3  million,  $2.1
million,  and  $2.8  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 shareholders at least 95% of its taxable income  in  the
form  of deductible dividends.  This required distribution is significantly less
than  the amounts actually distributed each year since the Company elected  REIT
status in 1993.

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:

<TABLE>
<CAPTION>
                                     Total Paid   Current  
                                     Per Common   Taxable       Non-Taxable
                                        Share    Dividends    Return of Capital
<S>                                   <C>          <C>               <C>
Year ended December 31, 1997          $0.80         0%               100%
Year ended December 31, 1996          $0.80        44%                56%
Year ended December 31, 1995          $1.10        35%                65%

</TABLE>

The  decrease  in  the taxable portion of the 1997 dividends  results  from  the
allocation  of  taxable income first to the preferred share dividends  with  any
remainder  allocable  to  the common share dividends.   During  the  year  ended
December 31, 1997 the Company paid dividends of $2.3681 per preferred share, all
of which was currently taxable income.

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,  earnings of the  joint  venture  are  reflected  in
miscellaneous income in the period earned and distributions of 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  $4.6  million  at  December  31,  1997,  with   a   remaining
amortization  period of approximately 13 years.  The Company and the  other  50%
owner have guaranteed $1.1 million of debt owed by the joint venture.

Cash and Cash Equivalents

Cash  and  cash  equivalents includes all unrestricted cash and cash  equivalent
investments with original maturities of three months or less.   Restricted  cash
and  cash  equivalent  investments are included in deferred  charges  and  other
assets (see Note 3).

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 EPS for 1997 and 1995  are  identical.
Below  is  the computation of basic and diluted EPS for the year ended  December
31, 1996 (in thousands, except per share amounts):
          
<TABLE>
<CAPTION>
       
                                             Common    Per Share
                                             Income    Shares     Amount
<S>                                          <C>       <C>       <C>
Basic EPS:
 Income available to common shareholders     $ 5,807    27,515   $ .21
Effect of Dilutive Securities:
 Stock Options                               -               4     .00
Diluted EPS:
 Income available to common shareholders     $ 5,807    27,519   $ .21

</TABLE>

The  calculation  of  diluted earnings per share for 1997  would  have
included  approximately 68,000 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

During  1997 and early 1998, three accounting pronouncements were issued by  the
Financial  Accounting Standards Board that apply to the Company:  Statements  of
Financial  Accounting  Standards  ("SFAS")  No.  130,  "Reporting  Comprehensive
Income," SFAS No. 131, "Disclosures About Segments of an Enterprise and  Related
Information," and SFAS No. 132, "Employers' Disclosures about Pensions and Other
Postretirement  Benefits."   All  three new  standards  are  effective  for  the
Company's 1998 fiscal year. SFAS No. 130 establishes standards for reporting and
display  of  comprehensive income (defined as the total of net  income  and  all
other  non-owner changes in equity) and its components in a full set of  general
purpose  financial statements.  SFAS No. 131 introduces a new model for  segment
reporting called the "management approach".  The management approach is based on
the  way  the chief operating decision-maker organizes segments within a company
for  making  operating  decisions  and  assessing  performance.   SFAS  No.  132
standardizes  disclosures and requires additional disclosures  for  pension  and
postretirement  benefits.   Implementation of  the  new  pronouncements  is  not
expected to have a significant effect on the Company's disclosures.

NOTE 3 - DEFERRED CHARGES AND OTHER ASSETS

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

                                    December 31, 1997      December 31, 1996

Deferred operating covenant costs       $   7,883              $ 10,513
Deferred financing costs                   10,667                10,860
Restricted cash and escrow deposits  
  (primarily in interest bearing 
  accounts)                                14,237                  3,223
Prepaid expenses and miscellaneous 
  receivables                               7,278                  3,793
Furniture, fixtures, equipment, and other   4,102                  3,974
 Total                                   $ 44,167               $ 32,363

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, $2.6 million, and $2.7 million, for the years ended December
31, 1997, 1996, and 1995, respectively.

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, 1997, $8.1 million  of
these  costs  have been incurred and capitalized in the financial statements  
with the remainder expected to be incurred in 1998 and 1999.

Deferred Financing Costs

Deferred financing costs, net of accumulated amortization, at December 31, 1997,
consists of approximately $5.9 million related to the $300 million mortgage debt
secured as part of the organization of the Company in 1993, $0.1 million related
to  debt contributed with the Properties in 1993 and not retired by the Company,
and  $4.7  million  for new debt obtained after the formation  of  the  Company.
Amortization  of  deferred financing costs was $3.3 million, $3.9  million,  and
$3.6 million for the years ended December 31, 1997, 1996 and 1995, respectively.
Deferred  financing costs written off as part of extraordinary losses  on  early
extinguishment of debt were $1.6 million, $0.4 million, and $0.8 million for the
years ended December 31, 1997, 1996, and 1995, respectively.  Deferred financing
costs incurred and capitalized were $4.8 million, $1.8 million, and $1.6 million
for the years ended December 31, 1997, 1996 and 1995, respectively.

NOTE 4 -  INSURED FIRE AT MALL

On  December  16,  1994  a  fire occurred at the Logan Valley  Mall  located  in
Altoona,  Pennsylvania.  The fire destroyed 44 small shops  aggregating  148,800
square  feet  of  gross leasable space and also affected three additional  small
shops containing approximately 18,000 square feet of gross leasable space.   The
net  book value of the destroyed assets approximated $3.5 million.  The  Company
settled  the property damage insurance claim with its insurance company  in  the
third  quarter  of  1995 for $15.9 million.  The difference between  the  amount
received  and the net book value of destroyed assets and the related  demolition
and  clean  up  costs was $11.2 million, which was recorded as an  extraordinary
gain  in  1995.   The  Company also recorded $0.8 million and  $1.9  million  in
business  interruption insurance, during the years ended December 31,  1996  and
1995,  respectively,  which is included in revenues.  The business  interruption
insurance  coverage  expired in May 1996.  Because of the business  interruption
insurance  coverage,  the fire had no material impact on  1996,  1995  and  1994
results  of operations.  During 1995 the Company started the reconstruction  and
expansion  of  the  fire-damaged  mall;  the  entire  construction  project  was
completed  in  August 1997 and cost approximately $68 million, including  tenant
allowances.  The  project costs were partially funded from a  construction  loan
obtained from a bank consortium, which aggregated $51.4 million by November 1997
when  it was refinanced with a new loan with GE Capital Real Estate (see Note  5
to the Consolidated Financial Statements).

NOTE 5 - DEBT ON INCOME-PRODUCING PROPERTIES

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


                                  December 31, 1997   December 31, 1996

Mortgage loans                        $ 280,637          $  280,637
Permanent loans                         229,417             165,134
Construction loans                        1,659              87,389
Secured term loans                       30,000              35,625
                                      $ 541,713          $  568,785

Mortgage Loans

Concurrently  with the offering of Shares of the Company in 1993, the  Financing
Partnership   borrowed   an  aggregate  principal   amount   of   $300   million
(collectively,  the  "Mortgage Loans") through Kidder Peabody  Mortgage  Capital
Corporation (the "Lender").

In  connection  with obtaining a construction loan for rebuilding and  expanding
Logan  Valley  Mall, in December 1995 the Company repaid $19.4  million  of  the
Mortgage Loans in order to release the Logan Valley Mall from the Mortgage Loans
and Financing Partnership.  No prepayment penalty was required.

The  Mortgage  Loans  are  non-recourse to the  Financing  Partnership  and  are
evidenced by 14 separate notes requiring aggregate principal payments  of  $80.6
million in August 1998 and $100 million each in August of 2000 and 2003, subject
to  optional  prepayment.  The notes bear fixed interest,  payable  monthly,  at
rates  of  6.55%,  7.20% and 7.85% for the loans due in 1998,  2000,  and  2003,
respectively,  for an average rate of 7.24% in 1997 and 1996 and 7.20%  during 
1995.   The  average rate as of December 31, 1997 is 7.24%.   Repayment  of  the
Mortgage  Loans is secured by separate first mortgage liens and second  mortgage
liens (each a "Mortgage") on the 14 malls owned by the Financing Partnership and
by  assignments of all of the Financing Partnership's interest in the rents  and
the  leases at each of such mortgaged properties.  In order to maintain  certain
tax  bases,  Crown  Investments guaranteed approximately $250  million  of  such
indebtedness.   Each  Mortgage contains a cross-default provision  allowing  the
Lender  to  declare a default under any or all of the Mortgages if the Financing
Partnership  fails to make any payment of principal, interest,  premium  or  any
other  sum due under any Mortgage Loan or another event of default occurs  under
the  mortgage documents.  The Mortgage Loans allow the Financing Partnership  to
borrow  up to $10 million from other parties, either unsecured or secured  by  a
qualifying  subordinate lien, provided the proceeds are used solely  to  finance
tenant  improvements  or  leasing costs; no such amounts  were  borrowed  as  of
December 31, 1997.

The  $80.6 million mandatory principal payment due in August 1998 may be prepaid
after March 1, 1998 without penalty.  After August 1998 voluntary prepayments of
the  remaining  two  tranches can be made in whole or in  part  on  any  monthly
interest  payment  date, subject to the payment of a yield  maintenance  charge;
however,  six months prior to  the  due dates  of  the remaining two   tranches,
prepayment of  that tranche may be made without penalty.
Principal of the Mortgage Loans is subject to mandatory prepayment as  a  result
of  certain  events of casualty or condemnation at the Mortgaged  Properties  as
provided in the respective Mortgages.
The  Company  is  currently  required to deposit  $450,000  each  quarter  to  a
restricted  cash  account  for capital plan reserves  and  renovation  reserves.
Amounts may be withdrawn from this account to reimburse the Company for incurred
qualifying  expenditures.  As of December 31, 1997, $1.2 million  of  restricted
cash  was  held for this purpose and is included in deferred charges  and  other
assets.

Permanent Loans

At  December 31, 1997, permanent loans consisted of nine loans secured by  seven
properties held by the Operating Partnership. Included in permanent loans  is  a
$3.1 million interest free Urban Development Action Grant loan with the City  of
Johnstown, Pennsylvania, secured by an office building and due October  2006.  A
$1.3  million  loan related to Carlisle Plaza Mall is an Industrial  Development
Bond  secured with a $1.3 million letter of credit, which expires in April 1999.
Crown  Holding  has  guaranteed  one  of the  permanent  loans  with  a  current
outstanding balance of $11.3 million.

Construction Loans

In  June  1997 the Company refinanced one construction loan with a new five-year
permanent  loan  with  a  bank lender, together with  a  $6.0  million  one-year
construction  loan facility that will convert to a four-year permanent  loan  in
1998.   This  new  construction loan relates to a theater  and  other  expansion
construction  at  one of the Company's malls.  The permanent  loan  bears  fixed
interest at 8.12% and the construction loan bears interest at LIBOR plus  2.00%.
During  July  1997 the Company repaid two of its outstanding construction  loans
from  the  proceeds of the senior preferred shares (see Note 6) and in  November
1997 refinanced the Logan Valley construction loan as described further below.

Financing Transactions with GE Capital Real Estate

In  November  1997 the Company closed a $110 million mortgage loan  and  a  $150
million secured credit facility with GE Capital Real Estate ("GECRE"). The  $110
million  mortgage loan was placed through a new subsidiary, Crown American  W  L
Associates,  L.P., and is secured by Logan Valley and Wyoming Valley  malls  and
bears  interest  at  LIBOR  plus 1.60%.  The new  mortgage  loan  proceeds  were
primarily used to repay in full the existing $51.4 million construction loan  on
Logan Valley Mall and the existing $50.0 million mortgage loan on Wyoming Valley
Mall.    These  two  loans  bore  interest  at  LIBOR  plus  2.375%  and  1.75%,
respectively.  In connection with the early extinguishment of these  two  loans,
an  extraordinary  non-cash  loss of $1.0 million was  recorded  in  the  fourth
quarter  representing  the  write-off of the remaining  unamortized  balance  of
deferred  financing  costs on the previous loans.  The new mortgage  loan  is  a
bridge  facility with a minimum initial term ending October 15,  1998  and  also
provides both Crown and GECRE with options to extend the loan to April 15,  1999
or  October 15, 2008, respectively, under certain conditions.  However, the loan
is expected to be incorporated into a new permanent loan, as noted below.

 The $150 million secured credit facility consists of a $100 million acquisition
line  of  credit  and  a  $50  million working  capital  line  of  credit.   The
acquisition line is restricted solely for new property acquisitions and will  be
secured  by  mortgages on any properties acquired under the facility.   The  $50
million  working  capital line is secured by mortgages  on  four  existing  mall
properties.   As of December 31, 1997 no amounts were outstanding  under  either
the  acquisition  or working capital lines. Both lines have a 0.125%  per  annum
commitment fee based on the unused amounts of the line, payable monthly; amounts
borrowed  will  bear  interest  at  LIBOR plus 2.35%  and  1.95%,  respectively,
including  servicing fee, with no required principal amortization.   Both  lines
have  a  minimum  initial  term ending April 15, 1999 and  can  be  extended  to
November  17,  2001 under renewal provisions so long as certain  conditions  are
satisfied. The $110 million loan and the $150 million credit facility are cross-
collateralized and cross-defaulted.

On  February 24, 1998 GECRE advised the Company that it had completed sufficient
due diligence relating to a planned 10 year mortgage loan to the Company and was
now committed to proceed with the financing pursuant to the terms and conditions
outlined  in  a  summary of terms agreement signed by GECRE and the  Company  in
September 1997.  The gross proceeds from the new loan (the "Permanent Loan") are
expected  to  be  near  $450 million and will be used to  refinance  the  $280.6
million  Mortgage Loans, the $110.0 million GECRE mortgage loan, and  the  $30.0
million secured term loan.  The remaining proceeds will be used largely to  fund
closing  costs, initial loan reserves and a prepayment penalty with  respect  to
$200.0  million  of  the Mortgage Loans that would be pre-paid  prior  to  their
maturity  date.  The prepayment penalty will be calculated using interest  rates
in  effect  at the time of the prepayment; based on current interest  rates  the
prepayment   penalty   would  be  approximately  $15   million.    In   addition
approximately  $4.4 million of unamortized deferred financing costs  related  to
the existing Mortgage Loans would be written off.  Both of these items would  be
accounted  for as an extraordinary loss on early extinguishment  of  debt.   The
Permanent Loan will have a fixed interest rate established at closing  and  will
be  secured by cross-collateralized mortgages on up to 14 of the malls  securing
the  Mortgage Loans and the two malls securing the $110.0 million GECRE mortgage
loan.   Closing of this planned Permanent Loan is expected to occur on or  about
September  1, 1998.  The ultimate interest rate and the amount of the  Permanent
Loan will depend of several factors, including the level of interest rates,  the
net  operating  income of the secured properties, and prescribed  rating  agency
criteria at the time of closing.  Based on current conditions, the interest rate
on  the  new  loan  is  expected  to be lower  than  the  average  rate  on  the
indebtedness that will be refinanced.  In connection with the Permanent Loan, in
November  1997  the  Company  made  a $6.0 million  interest-bearing  good-faith
deposit with GECRE that, subject to certain conditions and limitations, could be
forfeited  should the Company decide not to consummate the Permanent  Loan  with
GECRE.

Secured Term Loans and Lines of Credit

At December 31, 1997, the Company had one secured term loan outstanding totaling
$30.0  million,  which  matures in September 1998.  At  December  31,  1997  the
Company  had  $165.6  million  in available revolving  lines  of  credit,  which
includes the $150.0 million credit facility with GECRE described above.  Amounts
outstanding under lines of credit at December 31, 1997, 1996 and 1995 were  $0.0
million,  $5.6  million  and $2.6 million, respectively.   Of  the  total  lines
available,  $100 million is restricted for real estate acquisitions  as  may  be
approved  by  the  lender  in amounts up to 75% of the  value  of  the  acquired
properties.   Any  properties  so  acquired will  be  mortgaged  to  secure  the
borrowings  under  this  line.   The remaining $65.6  million  in  credit  lines
consists  of (i) a $50.0 million line secured by cross collateralized  mortgages
on  four of the Company's mall properties, (ii) a $5.6 million line with a  bank
secured by a mortgage on the Company's headquarters office building and which is
renewable  annually  on April 30, and (iii) a $10.0 million  unsecured  line  of
credit with a related party as more fully described in Note 8.   Amounts may  be
borrowed under the $65.6 million credit lines for general corporate purposes.

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 year ended December 31, 1997.

Interest Rates

The  Mortgage  Loans on the Financing Partnership properties and  eight  of  the
permanent  loans  with  an  aggregate principal balance  of  $400.0  million  at
December  31,  1997 have fixed interest rates ranging from 0%  to  9.625%.   The
weighted average interest rate on this fixed-rate debt at December 31, 1997  and
1996  was  7.53%  and 7.82%, respectively.  The weighted average  interest  rate
during  the  years ended December 31, 1997, 1996 and 1995 was 7.73%, 7.87%,  and
7.77%, respectively.  All of the remaining loans with an aggregate principal
balance of $141.7 million at  December 31, 1997 have variable interest rates
based on spreads ranging from 1.60%  to 2.25% above 30 day LIBOR.  The weighted
average interest rate  on  the variable  rate  debt  at  December  31, 1997  and
1996  was  7.37%  and  8.14%, respectively.   The  weighted  average interest 
rate  during  the  years  ended December 31, 1997, 1996 and 1995 was 7.93%, 
7.93%, and 8.48%, respectively.

Debt Maturities

As of December 31, 1997, the scheduled principal payments on all debt, including
extensions available at the Company's option provided the debt is not in default
at the extension dates, are as follows (in thousands):

     Year Ending
     December  31,

      1998                                    $  120,885
      1999                                       112,320
      2000                                       103,511
      2001                                         3,783
      2002                                        27,706
      Thereafter                                 173,508
       Total                                  $  541,713

Assuming that the planned financing under the GECRE commitment is consummated as
described  above,  the debt maturities including scheduled  amortization  as  of
December  31,  1997  would be $10.2 million, $2.3 million, $5.8  million,  $11.0
million and $35.4 million in each of the five years ending December 31, 1998  to
2002, respectively.

NOTE 6 - PREFERRED SHARE OFFERING

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 proceeds have been used primarily to
repay $58.3 million of debt in early July, 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 6.5 times EDITDA, 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,
1997, is 5.92 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.

NOTE 7 - LEASING ACTIVITIES

The  Company  is  primarily a lessor of shopping malls with  some  office  space
included  in its portfolio.  However, 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, 1997,  are  as  follows  (in
thousands):

     Year Ending
     December  31,

      1998                                     $   83,349
      1999                                         76,560
      2000                                         69,390
      2001                                         61,137
      2002                                         52,037
      Thereafter                                  209,348
       Total                                    $ 551,821

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):

<TABLE>
<CAPTION>
                     Beginning                                           Ending
    Year Ended       Balance    Additions    Amortization    Other       Balance
<S>                 <C>          <C>           <C>           <C>        <C>
December 31, 1997   $ 17,914     $ 2,398       $ 3,964       $     -    $ 16,348
December 31, 1996     20,041       2,156         4,015          (268)     17,914
December 31, 1995     19,164       2,410         4,380         2,847      20,041

</TABLE>

NOTE 8 - RELATED PARTY TRANSACTIONS

Crown Rights

Pursuant  to  the  Operating Partnership Agreement, Crown  Investments  and  its
subsidiary,  Crown  American Investment Company, received  certain  rights  (the
"Crown  Rights"),  which  enable them to require the  Operating  Partnership  to
redeem  part  or  all  of  their Partnership Units for  a  price  equal  to  the
equivalent  value of the shares of the Company (on a one-for-one basis).   Crown
Investments currently owns 7,652,500 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
9.8%  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
9.8% of the outstanding shares.  Crown Investments has pledged substantially all
its  Partnership Units (the "Pledged Units") as collateral  for  a  loan
made by an unrelated third party.  In June 1995 the Company filed a Registration
Statement  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

Crown  Associates  retained certain properties that the Company  has  agreed  to
manage  pursuant  to a management agreement.  Certain of these  properties  were
transferred  to  an  affiliate of Crown Associates in 1995 and  1996.   For  its
services,  the Company receives management and leasing fees  which  amounted  to
$0.2  million, $0.1 million, and $0.2 million, for the years ended December  31,
1997, 1996 and 1995, 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 $0.0 million, $0.4 million, and $0.7 million,  for
the years ended December 31, 1997, 1996 and 1995, respectively, and are included
in miscellaneous income.

Support Agreement

In  connection  with  the  Company's  formation  and  the  consummation  of  the
offerings,  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).

Total  cash  flow support earned by the Company was $3.7 million, $2.9  million,
and  $2.6  million  for  the  years ended December  31,  1997,  1996  and  1995,
respectively.   In  addition, Crown Investments agreed to  fund  certain  tenant
improvement  costs incurred for signed leases as of June 30, 1993  scheduled  to
commence subsequent thereto.  These tenant improvement costs were funded in 1993
and  1994  and  have been insignificant thereafter.  During 1995  Crown  Holding
advanced $6.4 million to the Company primarily to pre-fund future payments under
the Support Agreement.  This pre-funding did not change or terminate the Support
Agreement, and additional funding recommenced in 1997.  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
and  are credited to minority interest (as to the minority ownership percentage)
with  the remainder to the Company's paid-in capital.  As a result of the  above
transactions,  the  Company  had  a  receivable  of  $1.0  million  from   Crown
Investments at December 31, 1997.

Crown  Associates Lease at Pasquerilla Plaza

Approximately  12,200  square  feet of Pasquerilla  Plaza  is  leased  to  Crown
Associates  for annual base rent of $226,613 under a lease with  a  term  ending
July  31,  2003.  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 includes a five-year renewal option at then market rents.  Total rent
earned  by the Company for the years ended December 31, 1997, 1996 and 1995  was
$245,500, $204,500, and $200,000, respectively.

Line of Credit with Crown Financing Company

In  December  1996  the Board of Trustees approved the terms of  a  $10  million
standby  line of credit with Crown Financing Company, a wholly-owned  subsidiary
of  Crown Holding Company.  Under this unsecured facility, which was executed in
January  1997, the Company may borrow up to $10 million with interest  based  on
the  prime  rate plus 1 5/8%.  Interest on amounts borrowed will accrue  and  be
payable  on  the  maturity date, which will be when the  first  tranche  of  the
Mortgage Bonds (see Note 5) are paid or prepaid but not later than December  31,
1998.   Amounts borrowed under the line are due at the maturity date and may  be
prepaid  at  any time without penalty.  During 1997 $7.5 million was outstanding
under this line of credit for approximately 13 days, when it was repaid in full;
no amounts are outstanding at December 31, 1997.

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  construction, development, MIS,  legal,  and  risk  management
departments to Crown Associates based on estimated usage.  These allocated costs
aggregated  $0.5  million, $0.5 million, and $0.5 million for  the  years  ended
December  31, 1997, 1996, and 1995, 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 for  1997  and  were  de
minimus  for 1996 and 1995.  As a result of the above transactions,  the Company
had  a  net  receivable from Crown Associates and Crown Holding at December  31,
1997 of $0.1 million.

Acquisition of Wyoming Valley and Middletown Malls

As  described  above  and in Note 14, in 1995 the Company acquired  the  Wyoming
Valley  and  Middletown  Malls.  These malls had been  jointly  owned  by  Crown
Associates and an unrelated third party.

Hess's Department Stores, Inc.

Hess's Department Stores, Inc. ("Hess's") was a wholly-owned indirect subsidiary
of  Crown  Holding until November 1994 when all of Hess's operations were  sold.
Hess's  was  a tenant in 13 of the income-producing properties and  also  was  a
tenant  in the joint venture's enclosed shopping mall.  At a special meeting  of
the  Company's shareholders held on September 9, 1994, the shareholders approved
modifications of leases with Hess's in connection with the sale by Hess's of its
store  locations  at  Company properties to The May  Department  Stores  Company
("May") and The Bon-Ton Stores, Inc. ("Bon-Ton").

Under  the  transaction  with Bon-Ton, which closed in September  1994,  Bon-Ton
assumed  leases  and  agreed to operate six Hess's stores, and  also  agreed  to
temporarily  operate five Hess's stores through January 1996  (two  stores)  and
January  1997 (three stores).  The Company has begun discussions with department
store  chains  and other tenants for replacements in those five malls.   A  J.C.
Penney store has opened in March 1997 in one of the temporary locations, and the
Company  has  leased a second location to a telecommunications service  company.
In January 1997 Bon-Ton vacated the remaining three locations.

Under  the  transaction with May, which closed in November 1994,  May  purchased
(pursuant  to 99 year ground leases with nominal purchase options) three  Hess's
store  locations from the Company for $17.6 million and leased the Hess's  store
at  two  other locations.  One of the leased locations is subject to a  purchase
option  by  May in the amount of $3.5 million.  In 1994 the Company  recorded  a
gain of $4.5 million on the sale of the three store locations.  The Company also
committed to renovate the mall where one of the leased stores is located,  which
was  done  in  1995.  During 1995 May expanded the stores at all five  of  these
locations.  In 1994 the Company also received $2.4 million from Hess's  relating
to  one of the stores that May is leasing to make up the difference between  the
rent  formerly  paid  by Hess's and rent being paid by  May.   This  amount  was
recorded as deferred income and is being amortized over the remaining lease term
(10  years).  Hess's also paid $0.8 million to the Company in 1995 for  lost  or
reduced  rents  from  mall  shop tenants that occurred during  the  construction
period when the former Hess's locations were being expanded.

NOTE 9 - LEASES

The  Company is the lessee under a ground lease with a third party for  Shenango
Valley  Mall  and is the lessee under two ground leases with third  parties  for
Uniontown  Mall.  The Shenango Valley Mall lease expires on July 24, 2017.   One
lease  for  Uniontown Mall expires on March 30, 2018 with up to eleven five-year
renewal  options and the other lease expires on April 30, 2009 with  up  to  ten
five-year  renewal  options.  All three leases require  fixed  annual  payments.
Fixed  rental  expense related to these leases for the years ended December  31,
1997,  1996 and 1995, was $153,000 in each year.  Future minimum lease  payments
on  these  leases are $153,000 per year through 2002 and $963,000 for all  years
thereafter.

Under  the Uniontown Mall leases additional rents are paid based on mall  tenant
percentage rents. These additional rents were $58,000, $56,000, and $65,000  for
the years ended December 31, 1997, 1996 and 1995, 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 $1.0 million and $1.7 million at December
31,  1997 and 1996, 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.   Years  of  service
include service with Crown American Corporation.  Other amounts are fully vested
at all times.

Total  plan  costs  for the years ended December 31, 1997, 1996  and  1995  were
$512,000,  $465,000,  and  $394,000, respectively.   The  plans  of  predecessor
affiliated entities were terminated upon the formation of the Company.

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 $114,000 was deferred in  1997  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 1,200,000 common
Partnership  "Units"  of the Operating Partnership are available  for  grant  to
officers  and  key  employees;  the Chairman  and  President  currently  do  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.  In certain circumstances, option holders may
redeem the  Units for cash or Shares (at the option of the Company).

Currently, all the Employee Option Agreements except one provide that an  option
may  only  be exercised after the optionee has completed two years of employment
with the Operating Partnership after the date of the grant of the option.  Under
such 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.
One Option Agreement provides for full vesting of the options granted thereunder
three  years  after  the date of grant.  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.  Effective on  January
3, 1996, the Board of Trustees canceled all then outstanding options (except for
30,000  options  that  were granted in November 1995)  and  issued  968,000  new
options  at  the then current market price of $8.00 per share, pursuant  to  the
terms described  above.

Option transactions under the Employee Option Plan are as follows:

<TABLE>
<CAPTION>
                                           Year Ended December 31,
                                 1997              1996             1995     
                                     Weighted           Weighted       Weighted
                            Number   Average   Number   Average         Average
                              of     Exercise    of     Exercise   of   Exercise
                            Units     Price    Units     Price    Units  Price
<S>                         <C>        <C>   <C>         <C>     <C>     <C> 
Options outstanding,       
beginning of period         1,036,000  $8.00    998,000  $15.78  972,000 $16.63
Granted                        90,000   9.53  1,062,000    8.00  170,000  11.71
Canceled                                     (1,024,000)  15.59 (144,000) 16.23
Exercised                                                                      
Options outstanding, end of
period                     1,126 ,000  $8.13  1,036,000  $ 8.00  998,000 $15.78
                                                                               
Range of option exercise     $7.50 to        $7.50 to            $7.75 to       
prices                       $   9.75        $   8.50            $  17.25     
Weighted average fair value                                                    
of options granted during 
the year                     $   0.59        $   0.54            $   1.61       
Weighted average contractual                                                   
life at end of period
(in years)                        7.1             8.0                 7.3       
Options exercisable at             
period end                      2,000               0              92,000
Total compensation expense                                                     
recognized during the period $      0         $     0            $      0       

</TABLE>

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 1997, 1996 and 1995,  respectively:   dividend
yield of 8.40%, 10.0%, and 11.0%; expected volatility of 17%, 23%, and 35%;
risk-free interest rates of 6.3%, 6.6%, and 7.0%; and expected lives of  9 years
for all options.

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.  Previously, the plan
provided for annual grants of 500 shares.  On December 31,1997 each of the  four
non-employee trustees were granted options to purchase 5,000 common shares at an
exercise price of $9.313.  On December 31, 1996, 1995 and 1994, each of the four
non-employee  trustees  was  granted an option to  purchase  500  shares  at  an
exercise  price  of  $7.50,  $7.875,  and  $13.50,  respectively.   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.  Previously, the  Company  awarded
options  to purchase 500 common shares at an exercise price of $17.25 per  share
(the initial public offering price of the common shares) to each of the four 
non-employee  Trustees upon their initial election to the Board in August 1993.
As of December 31, 1997 there were 30,000 options to purchase common shares held
by the  Trustees.  To date, all options granted to the Trustees under the 
Trustees' Option Plan have been exercisable immediately upon grant, but as of
December 31, 1997 none had been exercised.

The Company applies APB Opinion 25 and related Interpretations in accounting for
its plans.  Accordingly, no compensation cost has been recognized for its option
plans.   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,  1997, 1996 and 1995  would  have  been  reduced  by
approximately $0.13 million, $0.12 million, and $0.17 million, respectively,  or
$0.005,  $0.004, and $0.006 per share, respectively.

NOTE 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS

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  carrying amount of the Company's $400.0 million of fixed rate debt  has  an
estimated fair value of $410 million at December 31, 1997.  The remaining $141.7
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.

NOTE 12 - QUARTERLY FINANCIAL DATA (UNAUDITED)

Summarized  quarterly  financial data for 1997  and  1996  is  shown  below  (in
thousands, except per share data):

<TABLE>
<CAPTION>
                                     First      Second       Third        Fourth
                                    Quarter     Quarter     Quarter      Quarter
                                                                                
Year ended December 31, 1997:                                                   
<S>                               <C>          <C>          <C>         <C>  
Revenues                         $   30,873   $  30,986   $  30,741   $ 38,394
Operating income before interest,                                               
asset sales and adjustments, and                                                
extraordinary items                   9,361      10,512       9,702     14,631
Extraordinary gains (losses)                      (732)       (631)      (968)
Income (loss) before minority                                                   
interest in Operating Partnership   (1,703)     (1,407)       (174)      3,547
Net income (loss) allocated                                                     
to common shares                 $  (1,269)   $ (1,048)   $ (2,520)   $     98
Net income (loss) per share:
Basic EPS                        $    (.05)   $   (.04)   $   (.09)   $    .00
Diluted EPS                      $    (.05)   $   (.04)   $   (.09)   $    .00
                                                                                
Year ended December 31, 1996:                                                   
                                                                                
Revenues                         $   33,417   $  30,939   $  31,784   $ 37,832
Operating income before interest,                                               
asset sales and adjustments, and                                                
extraordinary items                  12,823      10,053      10,652     14,537
Extraordinary (losses)                            (120)       (598)             
Income before minority interest                                                 
in Operating Partnership              2,420         602       1,595      3,169
Net income                            1,804         451       1,189      2,363
Net income per share:
Basic EPS                         $     .07    $    .01     $   .04     $  .09
Diluted EPS                       $     .07    $    .01     $   .04     $  .09

</TABLE>

NOTE 13 - 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, and general
liability  through the use of deductibles which generally range up  to  $250,000
per claim with certain maximum aggregate policy limits per year.  Provisions for
losses  expected  under these programs are recorded based on  estimates,
provided by consulting actuaries 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,  1997  and 1996 was $3.8  million  and  $4.5 
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 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 February 23, 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 action.  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 the consolidated action and  the
Warden action.

The  consolidated  legal action and the Warden action are in a very  preliminary
stage.   However,  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 actions.  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 results
of operations or financial condition.

Logan Valley Mall fire litigation

As  a  result  of  the  fire  which damaged the Logan Valley  Mall  in  Altoona,
Pennsylvania  on December 16, 1994 a number of tenants or their  insurers  filed
lawsuits  against  the Company for damages to property and for  interruption  of
business.   In August 1997, all of these above-referenced lawsuits were  settled
within   the  coverage  limits  of  the  applicable  insurance  policies.    The
settlements  had  no  material  adverse  effect  on  the  Company's  results  of
operations or financial condition.

Tenant litigation

In  July  1997  The Bon-Ton Department Stores, Inc. filed suit in a Pennsylvania
state  court against Crown American Financing Partnership and The May Department
Stores  seeking  to enjoin the development of a Kaufmann's Department  Store  at
Nittany  Mall.  Bon-Ton claimed that the proposed Kaufmann's store would violate
a  restrictive covenant in Bon-Ton's lease with Crown.  Crown and  May  disputed
Bon-Ton's position and filed a counterclaim seeking a declaratory judgment  that
the  proposed transaction did not violate the restrictive covenant.  The parties
stipulated to a trial of all issues (except the availability of damages to  Bon-
Ton should it establish liability but not the entitlement to injunctive relief).
After  this trial, the Court ruled in favor of Crown and May, denying  Bon-Ton's
request  for  injunctive  relief  and  granting  Crown  and  May's  motion   for
declaratory judgment.  Bon-Ton has appealed to the Pennsylvania Superior  Court.
The  appeal is pending and has not yet been briefed or argued.  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 results
of operations or financial condition.

In  December  1996  the  Company was advised by  Proffitt's,  a  tenant  at  the
Company's Patrick Henry Mall in Newport News, Virginia, that it was selling  its
stores  in the Tidewater region of Virginia to Dillard's, Inc.  Pursuant to  the
Lease between the Company and Proffitt's, the Company had the right to terminate
its  Lease with Proffitt's in the event of an assignment to a third party.   The
Company exercised its right of termination.  In conjunction with its termination
of the Lease, the Company filed a declaratory judgment action in the state court
of  Virginia  seeking  a  judicial affirmation of  the  lease  termination.   On
December  29,  1997 the state court granted summary judgment  in  favor  of  the
Company, ruling that the termination of the Lease by the Company was proper.  In
August 1997 Dillard's, Inc. and Dillard's Virginia, Inc. filed suit against  the
Company  and May Department Stores, alleging that the Company and May  conspired
and  agreed  in  restraint of trade in violation of the antitrust  laws  of  the
United  States and Commonwealth of Virginia to preclude Dillard's from  entering
the  Patrick  Henry  Mall.   In January 1998 this lawsuit  was  settled  by  the
parties.  The settlement had no material adverse effect on the Company's results
of operations or financial condition.

NOTE 14 - MALL ACQUISITIONS

On  November  17,  1997  the Company, through a new subsidiary,  Crown  American
Acquisitions I, L.P., acquired  Valley Mall located in Hagerstown, Maryland  for
$31.7 million in cash, plus $0.4 million in transaction costs.  The purchase was
funded entirely from the proceeds of the Preferred Share Offering (See Note  6).
Valley  Mall  is  an enclosed regional mall consisting of approximately  616,000
square  feet  of  gross leasable area ("GLA"), of which 123,400 square  feet  is
owned  by  the  current  department store occupant.  In addition,  the  purchase
included  48,762  square  feet of outparcel GLA and  30.8  acres  of  additional
adjacent undeveloped land.  One and one-half months of operations of Valley Mall
are  included  in  the 1997 consolidated results of operations,  producing  $0.7
million in revenues and $0.3 million in net income before minority interest.

At the time of the Company's formation in 1993, Crown Associates retained (i)  a
50%  tenancy-in-common interest in the fee title to two enclosed shopping  malls
(Wyoming Valley Mall located in Wilkes-Barre, Pennsylvania, and Middletown  Mall
located  in Fairmont, West Virginia) and (ii) related ground leasehold interests
pursuant  to  long-term ground leases of each of such undivided interests.   The
other  50%  tenancy-in-common  interests in both  properties  were  held  by  an
unrelated  third party, which at the time objected to purchase of the properties
by the Company.

In 1994 the Company, Crown Associates and the unrelated third party entered into
agreements,  approved  by  the Independent Trustees,  under  which  the  Company
purchased  all  interests  in the two malls together with  the  related  working
capital.   The  transactions closed effective as of January  31,  1995  (Wyoming
Valley  Mall)  and  February 1, 1995 (Middletown Mall).  The aggregate  purchase
price  paid for the two malls consisted of $45.2 million in cash, assumption  of
debt  aggregating  $7.8 million, of which $6.0 million is  a  non-recourse  note
related  to Middletown Mall due January 1998, and, for Wyoming Valley  Mall,  an
additional  5.1%  partnership interest in the Operating Partnership,  issued  to
Crown  American Investment Company ("CAIC"), a wholly-owned subsidiary of  Crown
Investments.   The  Company  also incurred $1.4 million  in  transaction  costs,
including transfer taxes, debt issuance costs, and legal fees. The funds to  pay
the  purchase price and transaction costs were obtained through a $45.3  million
term  loan  from a bank (subsequently increased to $50.0 million  during  1995).
The loan bore interest at a variable interest rate indexed to the LIBOR rate and
was repaid in November 1997 as part of the GECRE financing (see Note 5).

The portion of the purchase price paid to the unrelated third party (who held  a
50%  interest  in  the  malls) was accounted for using the purchase  method  and
resulted in a step-up in basis.  In addition, the monetary consideration paid to
the  predecessor (46% of the total value) was recorded at step-up  basis,  while
the  remaining 54% was recorded at the predecessor's carryover basis, consistent
with SAB 48 and the Initial Public Offering (IPO) Accounting.

There  is additional contingent consideration to CAA and/or its affiliates
with respect to Middletown Mall,  to  be  paid  in  partnership  units,  based
on  this  mall's  operating performance  during  the  year  ended December 31,
1997.  Approximately  400,000 additional common Partnership Units are expected
to be issued, effective  as  of January 1, 1998, as consideration for the con-
tribution of Middletown Mall to the Operating  Partnership,  subject  to final 
determination  and  approval  by  the Independent Trustees.  The 400,000 units
would represent approximately  1.1%  of the  total common Partnership Units
outstanding prior to the issuance of the new units.   If Middletown Mall is held
for redevelopment during 1998, there may  be additional common Partnership Units
issued to CAA and/or its affiliates in  1999  if such  redevelopment  and  
leasing  activities  result  in  enhanced  Funds  from Operations, as defined, 
during 1998.

Eleven months of operating activities of the two malls are included in the  1995
consolidated  results of operations.   In 1995 the two malls  contributed  $11.5
million in revenues and $0.5 million of income before minority interest.

NOTE 15  -  PROPERTY SALES, DISPOSALS, AND ADJUSTMENTS

The Company has nearly finalized an agreement of sale with an unrelated third
party  with  respect  to Middletown Mall and the adjacent outparcel land under
which the purchaser has 30 days to complete its due diligence and can cancel the
agreement for  any  reason  during this period.  The purchase price is 
approximately  $12 million which would result in a gain.  Additional consider-
ation may also be  due to  CAA and/or its affiliates if such sale is consum-
mated, the amount of which  will be  dependent  on net proceeds received.  For
the year ended December  31,  1997 Middletown  contributed  $2.2 million in 
revenues and  $0.2  million  in  income before minority interest.

In  September  1996,  the Company sold its Patrick Henry  Corporate  Center,  an
office building located in Newport News, Virginia to an insurance company.   The
net sales price was $9.45 million, and the net gain was $2.35 million.  Existing
debt  on  the  property  of $5.36 million was repaid from  the  sales  proceeds,
resulting  in $364 thousand extraordinary loss on early extinguishment  of  debt
arising  from  a  prepayment penalty and the write off of  unamoritzed  deferred
financing costs.

As  part  of  the  Company's ongoing strategic evaluation of  its  portfolio  of
assets,  the  Trustees of the Company authorized management in  August  1995  to
pursue  the  sale of certain malls and other assets that were not considered  at
that  time  to be fully consistent with or essential to the Company's  long-term
strategies.   Under  generally accepted accounting principles  ("GAAP"),  assets
held for the long-term production of income are recorded at the lower of cost or
net realizable value (generally defined as the future net cash flows expected to
be generated by the asset, undiscounted and without interest charges).  However,
when  a decision is made to dispose of long-lived assets, the carrying value  of
those assets is computed using their fair value (generally defined as the amount
at which the asset could be bought or sold in a current transaction other than a
forced  or  liquidation sale) less selling costs.  Accordingly,  in  the  second
quarter  of 1995 the Company recorded a $35.0 million adjustment to the carrying
value of one of the assets then held for sale as required under GAAP.  This non-
cash  adjustment was charged to operations and represents the difference between
the  estimated fair value (less direct costs to sell) and net book value of that
asset.   Assets that had been held for sale are no longer being offered  due  to
new  development opportunities that have arisen, current market conditions,  and
other reasons.

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 29,  1998,
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                   30    

               Consolidated Statement of Operations of Crown
                 American Realty Trust for the years ended 
                 December 31, 1997, 1996 and 1995.                        31
 
               Consolidated Balance Sheets of Crown American 
                 Realty Trust as of December 31, 1997, and 1996.          32
                                 
               Consolidated Statements of Cash Flows of Crown
                 American Realty Trust for the years ended
                 December 31, 1997, 1996 and 1995.                        33

               Consolidated Statements of Shareholders' Equity of
                 Crown American Realty Trust for the years ended 
                 December 31, 1997, 1996 and 1995.                        34
     
               Notes to Consolidated Financial Statements              35-52

         (2)   Financial Statement Schedules

               Schedule  III  - Consolidated Real Estate and 
                                Accumulated Depreciation               57-58

               Schedule  IV   - Valuation and Qualifying Accounts  
                                and Reserves                              59

(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, 1997.

(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)
10.3      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 (b)     
          (b)  Crown American Associates (b)
          (c)  Wyoming Valley Mall, Inc. (b) 
          (d)  Middletown Mall, Inc. (b) 
          (e)  Pasquerilla Partnership (b)   
          (f)  Greater Lewistown Shopping Plaza (b)    
          (g)  The Grandview Company (b)
          (h)  Crown American WL Associates, L.P. (f)
          (i)  Crown American Acquisition Associates I, L.P. (f)
10.6      Key Executive Bonus Incentive Plan. (c) #
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      Loan Agreement between the Financing Partnership and Kidder Peabody
          Mortgage Capital Corporation ("Loan Agreement"). (b)
10.10     Amendment to Loan Agreement. (b)  
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     Option Agreement dated as of April 24, 1995 among CBA Funding, L.L.C.,
          Crown American Realty Trust,  Crown American Properties, L.P. and 
          Crown Investments Trust. (d)
10.17     Registration Rights Agreement dated as of April 24, 1995 between Crown
          American Realty Trust and CBA Funding, L.L.C., as Agent (d)
10.18     Exchange Agreement dated as of April 24, 1995 among CBA Funding,
          L.L.C., as Agent, Crown American Realty Trust, Crown American 
          Properties, L.P., Crown Investments Trust and Crown American 
          Investment Company (d)
10.19     Crown American Properties L.P. Savings Restoration Plan (e) #
21        List of subsidiaries of the Company. (f)
23        Consent of Arthur Andersen LLP (f)     
24        Powers of Attorney (f)
99(a)     Press release dated February 25, 1998 (f)
99(b)     Fourth Quarter 1997 Supplemental Financial and Operational Information
          Package (f)

(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 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/  Frank  J.Pasquerilla
                                                Frank J. Pasquerilla
                                                Chief Executive Officer

Date:  March 6, 1998         

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/Frank J. Pasquerilla        Trustee, Chairman of          March 6, 1998
Frank  J. Pasquerilla          the Board and Chief                 
                               Executive Officer

/s/Mark  E.  Pasquerilla       Trustee and President         March 6, 1998
Mark  E. Pasquerilla

/s/  John  M.  Kriak           Trustee,  Executive  Vice     March 6,  1998
John  M.  Kriak                President and Chief
                               Financial Officer 
                               (Principal Financial Officer)

/s/ Terry L. Stevens           Senior Vice President - 
Terry L. Stevens               Finance and Chief Accounting  March 6, 1998
                               Officer

*                              Trustee                       March 6, 1998
Clifford A.  Barton

*                              Tustee                        March 6, 1998
Donald F. Mazziotti

*                              Trustee                       March 6, 1998
Margaret T.  Monaco

*                              Trustee                       March 6, 1998
Zachary L.  Solomon

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


<TABLE>
<CAPTION>

                                                  Schedule III
                                                                    
CROWN AMERICAN REALTY TRUST                                                   
Consolidated Real Estate and Accumulated Depreciation as of December 31, 1997
(Dollars in Thousands)                                                   
                                                                  
                                                       Costs Capitalized
                                 Initial Cost      Subsequent To Acquisition
                                        Buildings          Buildings           
                                          and      Land      and             
               Encum-                   Improve-  Improve- Improve-  Carrying  
Properties     brances        Land       ments     ments    ments     Costs  
                                          (D)       (C)      (C)       (E)    
<S>            <C>            <C>       <C>       <C>      <C>       <C>
Carlisle                                                                       
Carlisle, PA   $ 12,484  (A)  $    379  $    611  $     9  $  8,920  $    139  
                                                                               
Logan Valley                                                                   
Altoona, PA      56,812  (G)     2,138       954    2,086    75,197     6,242  
                                                                               
North Hanover                                                                  
Hanover, PA      16,220  (F)     1,272     1,325      591    14,520       194  
                                                                               
Viewmont                                                                       
Scranton, PA     46,249  (F),    1,696     4,602    6,768    38,657     7,701  
                         (B)                                                   
Shenango                                                                       
Valley
Sharon, PA            0  (H)         0     6,403       22     8,596       151  
                                                                               
Nittany                                                                        
State College,   24,982  (F)     6,683     6,204       95    27,563     5,718  
PA
                                                                               
Capital City                                                                   
Camp Hill, PA    40,748          1,580    11,269    (193)     8,249       216  
                                                                               
Franklin                                                                       
Washington, PA   10,805  (F)     2,977     3,915       43    17,881       233  
                                                                               
Uniontown                                                                      
Uniontown, PA    22,734  (F)         0     6,635    1,384    31,216     2,510  
                                                                               
Francis Scott                                                                  
Key
Frederick, MD    28,037  (F)     3,784    12,170    (636)    19,095       100  
                                                                               
Lycoming                                                                       
Williamsport, PA 32,361  (F)     2,110    14,204     (24)    15,769       638  
                                                                               
Schuylkill                                                                     
Frackville, PA   36,896         10,332    24,843      165     8,141         5  
                                                                               
West Manchester                                                               
York, PA         24,123  (F)     7,694    24,122    2,455    16,903       665  
                                                                               
Chambersburg                                                                   
Chambersburg,    18,077  (F)     2,363    14,063       38    11,491       271  
PA
                                                                               
South                                                                          
Allentown, PA     8,705  (F)     3,465     2,331       23    13,429         0  
                                                                               
Phillipsburg                                                                   
Phillipsburg,    23,708  (F)    11,169    50,368       36     3,363         0  
NJ
                                                                               
Patrick Henry                                                                  
Newport News,    29,838  (F)     3,953    22,432       14     7,561        98  
VA
                                                                               
New River Valley                                                               
Christiansburg,  12,999  (F)     3,923    27,094       38     5,366         0  
VA
                                                                               
Martinsburg                                                                    
Martinsburg,WV   11,800  (F)     8,375    37,547    (653)     2,224        22  
                                                                               
Bradley Square                                                                 
Cleveland, TN         0  (H)     7,012    29,385    (198)     2,574         0  
                                                                               
Mt. Berry Square                                                               
Rome, GA              0  (H)     6,260    37,434     (24)     3,683         0  
                                                                               
Oak Ridge                                                                      
Oak Ridge, TN    21,492          9,393    31,323    (230)     5,567     1,210  
                                                                               
Wyoming Valley                                                                 
Wilkes-Barre,    53,188  (G)     6,825    52,057     (90)     1,965        12  
PA
                                                                               
Middletown                                                                     
Fairmont, WV      6,490          1,610    10,359       15       253         1  
                                                                               
Pasquerilla                                                                    
Plaza
Johnstown, PA     2,965          3,289    23,010        3       541         0  
                                                                               
Westgate                                                                       
Anchor Pad
Bethlehem, PA                              3,219        0         0         0  
                                                                               
Valley Mall           0  (H)    12,036    19,945        0         0         0  
Hagerstown, MD                                                                 
                                                                               
Total          $541,713       $120,318  $477,824  $11,737  $348,724  $ 26,126  
                                                                               
                  See following page for note references (A) to (H).           

</TABLE>


<TABLE>
<CAPTION>

Schedule III
                                                 
CROWN AMERICAN REALTY TRUST
Consolidated Real Estate and Accumulated                                       
Depreciation as of December 31, 1997
(Dollars in Thousands)
                                                                             
                   Gross Amounts at Which Carried
                         at Close of Period                            
                          Buildings         Accumu-
                          and               lated        Date of              
                          Improve-          Depre-       Construc-    Date 
Properties      Land      ments    Total    ciaton       tion         Acquired  

<S>               <C>       <C>       <C>       <C>       <C>         <C>      
Carlisle                                                                     
Carlisle, PA    $    388 $  9,670  $ 10,058  $ (5,648)     1964             
                                                                             
Logan Valley                                                                 
Altoona, PA        4,224   82,393    86,617    (12,979)    1965,         
                                                          1995-96
                                                                             
North Hanover                                                                
Hanover, PA        1,863   16,039    17,902    (9,989)     1967             
                                                                             
Viewmont                                                                     
Scranton, PA       8,464   50,960    59,424    (13,785)    1968,         
                                                          1994-95
                                                                             
Shenango                                                                     
Valley
Sharon, PA            22   15,150    15,172    (7,836)     1967,             
                                                           1995
                                                                             
Nittany                                                                      
State College,     6,778   39,485    46,263    (14,470)    1968,             
PA                                                         1970,
                                                           1991             
Capital City                                                                 
Camp Hill, PA      1,387   19,734    21,121    (10,742)    1974             
                                                                             
Franklin                                                                     
Washington, PA     3,020   22,029    25,049    (11,625)    1969             
                                                                             
Uniontown                                                                    
Uniontown, PA      1,384   40,361    41,745    (17,733)    1969,             
                                                           1984,
                                                           1989             
Francis Scott                                                                
Key
Frederick, MD      3,148   31,365    34,513    (15,077)    1978             
                                                                             
Lycoming                                                                     
Williamsport,      2,086   30,611    32,697    (14,358)    1978,             
PA                                                         1990
                                                                             
Schuylkill                                                                   
Frackville, PA    10,497   32,989    43,486    (16,965)    1980             
                                                                             
West                                                                         
Manchester
York, PA          10,149   41,690    51,839    (13,407)    1981,             
                                                           1995
                                                                             
Chambersburg                                                                 
Chambersburg,PA    2,401   25,825    28,226    (12,397)    1982             
                                                                             
South                                                                        
Allentown, PA      3,488   15,760    19,248    (5,364)                1980   
                                                                             
Phillipsburg                                                                 
Phillipsburg, NJ  11,205   53,731    64,936    (16,662)    1989             
                                                                             
Patrick Henry                                                                
Newport News, VA   3,967   30,091    34,058    (11,370)    1987             
                                                                             
New River                                                                    
Valley
Christiansburg, VA 3,961   32,460    36,421    (8,603)     1988             
                                                                             
Martinsburg                                                                  
Martinsburg,WV     7,722   39,793    47,515    (10,405)    1991             
                                                                             
Bradley Square                                                               
Cleveland, TN      6,814   31,959    38,773    (8,780)     1991             
                                                                             
Mt. Berry                                                                    
Square
Rome, GA           6,236   41,117    47,353    (10,786)    1991             
                                                                             
Oak Ridge                                                                    
Oak Ridge, TN      9,163   38,100    47,263    (15,196)               1989  
                                                                             
Wyoming Valley                                                               
Wilkes-Barre, PA    6,735   54,034    60,769    (14,705)              1995   
                                                                             
Middletown                                                                   
Fairmont, WV       1,625   10,613    12,238    (5,579)                1995

Pasquerilla                                                                  
Plaza
Johnstown, PA      3,292   23,551    26,843    (6,827)     1989             
                                                                             
Westgate                                                                     
Anchor Pad
Bethlehem, PA               3,219     3,219      (925)                1988   
                                                                             
Valley Mall       12,036   19,945    31,981      (162)                1997   
Hagerstown, MD                                                               
                                                                             
Total           $132,055 $852,674  $984,729  $(292,375)                       
                                                                             
See following page for note references (A) to (H).

</TABLE>


<TABLE>
<CAPTION>

Schedule III (continued)

CROWN AMERICAN REALTY TRUST
Consolidated Real Estate and Accumulated Depreciation as of December 31, 1997
(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 $947
million at December 31, 1997.

The changes in total real estate assets and accumulated depreciation and
amortization for the periods February 1, 1993 to August 16, 1993, and August 17,
1993 to December 31, 1993, and the years ended December 31, 1994, 1995, 1996,
and 1997 are as follows:

 Total Real Estate Assets
                                                           
                                              Years ended December 31,
                                  1997          1996         1995         1994
<S>                             <C>          <C>           <C>          <C>
Balance, beginning of         $  919,469   $  880,279   $  799,090   $  779,184
period
Additions and improvements        34,230       50,245       46,916        39,809
Acquisitions                      31,981                    70,180              
Adjustments to carrying                                   (35,000)            
value
Cost of real estate sold           (341)      (9,612)        (907)      (19,903)
Other writeoffs                    (610)      (1,443)                           
Balance, end of period        $  984,729   $  919,469   $  880,279   $  799,090
                                                                                
                                                                                
                                August 17     February 1
                                    to          to
                                December 31,  August 16,                        
                                   1993          1993                        
                                                                             
Balance, beginning of          $   767,036   $  762,186                       
period
Additions and improvements          12,148        8,974                       
Acquisitions                                                                 
Adjustments to carrying                                                      
value
Cost of real estate sold                        (4,124)                       
Other writeoffs                                                              
Balance, end of period         $   779,184   $  767,036                       
                                                                             
                                                                                
Accumulated Depreciation & Amortization
                                          
                                              Years ended December 31,
                                  1997          1996         1995         1994
                                                                            
Balance, beginning of         $   259,099   $  232,771   $  190,379   $  173,930
period
Depreciation and                   33,886       29,987       29,546       24,816
amortization
Acquisitions                                                 12,846             
Cost of real estate sold                       (2,216)                   (8,367)
Other writeoffs                     (610)      (1,443)                          
Balance, end of period        $   292,375   $  259,099   $  232,771   $  190,379
                                                                                
                                                                                
                                August 17     February 1                        
                                   to             to
                               December 31,    August 16,                       
                                   1993          1993                        

Balance, beginning of          $   165,183   $  154,480                       
period
Depreciation and                     8,747       12,119                       
amortization
Acquisitions                                                                 
Cost of real estate sold                        (1,416)                       
Other writeoffs                                                              
Balance, end of period         $   173,930   $  165,183                       


(A)    Includes $1,250 secured only by a bank letter of credit.
(B)    Includes $30,000 secured only by assignment of leases.
(C)    Improvements are reported net of dispositions.
(D)    Initial cost for constructed malls is cost at end of first complete
       fiscal year subsequent to opening and   includes carrying costs on
       initial construction.
(E)    Carrying costs consist of capitalized construction period interest and
       taxes on expansions and major renovations subsequent  to initial
       construction of the mall.
(F)    Fourteen malls in the Financing Partnership are cross-defaulted and
       cross-collateralized.
(G)    Logan Valley and Wyoming Valley are cross-defaulted and 
       cross-collateralized.
(H)    Shenango Valley, Mt. Berry Square, Bradley Square and Valley Mall are
       mortgaged to secure the $50.0 million GECRE working capital line of
       credit.  These four properties are cross-defaulted and 
       cross-collateralized.

</TABLE>


<TABLE>
<CAPTION>

Schedule IV
                                                                                
                                                                                
CROWN AMERICAN REALTY TRUST
Valuation and Qualifying Accounts and Reserves
(Dollars in Thousands)
                                                                        Balance
                              Balance at        Additions                  at
                               January    Charged                       December
                                 1,         to                              31,
Description                     1997      Expense      Other  Deductions  1997

<S>                              <C>        <C>        <C>    <C>         <C>
Allowance for doubtful          $1,042     $1,101     $      $   (177)    $1,966
accounts
                                                                                
Reserve for uninsured risks      4,495      1,002              (1,694)     3,803
                                                                                

</TABLE>


EXHIBIT 10.2 (d)
                                        
                                        
                           FOURTH AMENDMENT TO AMENDED
                            AND RESTATED AGREEMENT OF
                             LIMITED PARTNERSHIP OF
                         CROWN AMERICAN PROPERTIES, L.P.
                                        


          THIS FOURTH AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF CROWN AMERICAN PROPERTIES, L.P. (this "Amendment") is made and
entered into as of July 1, 1997 by and among the undersigned parties.

                              W I T N E S S E T H:
                                        
          WHEREAS, Crown American Properties, L.P. (the "Partnership") was
formed as a Delaware limited partnership on July 23, 1993 pursuant to an
Agreement of Limited Partnership dated July 18, 1993, with Crown American Realty
Trust, a Maryland real estate investment trust (the "General Partner"), as
general partner and Crown American Corporation, a Pennsylvania corporation
("CAC"), as limited partner;

          WHEREAS, the General Partner, CAC and Crown Investment Trust, a
Delaware business trust, entered into an Amended and Restated Agreement of
Limited Partnership dated as of August 17, 1993, as amended by a First Amendment
dated as of December 31, 1993, a Second Amendment dated as of January 27, 1995,
and a Third Amendment dated as of February 1, 1995, hereinafter referred to as
the "Agreement";

          WHEREAS, capitalized terms used herein and not otherwise defined
herein shall have the meanings given them in the Agreement;

          WHEREAS, the General Partner intends to issue and sell up to 2,875,000
11.00% Senior Preferred Shares ($50.00 Liquidation Preference) in a public
offering registered under the Securities Act of 1933, as amended, and will
contribute the net proceeds of the offering to the Partnership;

          WHEREAS, Section 4.3(b) of the Agreement provides that the General
Partner shall be issued additional Partnership Units upon the issuance of Shares
by the General Partner the net proceeds of which are contributed to the
Partnership; and

          WHEREAS, the Agreement does not currently provide for partnership
interests or units relating to preferred shares of the General Partner, and the
Partners deem it advisable for the Agreement to be amended to do so;

          NOW, THEREFORE, in consideration of the foregoing, and of the mutual
covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:

          1.   Preferred Partnership Interest.  The Agreement is hereby amended
to add thereto a new Article IV(A) as follows:

                                  ARTICLE IV(A)
                         Preferred Partnership Interest
                                        
            4A.1.      Creation  of  Preferred  Partnership  Interest   and
     Preferred  Partnership  Units.  As a result of the  General  Partner's
     public  sale of up to 2,875,000 11.00% Senior Preferred Shares ($50.00
     Liquidation Preference) (the "Preferred Shares") in July 1997 and  the
     contribution  by  the  General Partner of the aggregate  net  proceeds
     thereof  to the Partnership, there is hereby created in favor  of  the
     General  Partner  a  Preferred Partnership  Interest.   The  Preferred
     Partnership  Interest shall be in an amount equal to the net  proceeds
     of  the offering contributed to the Partnership by the General Partner
     and  shall  have the rights and attributes set forth in  this  Article
     IV(A).   There also is hereby created a class of Preferred Partnership
     Units  in the Partnership.  The number of Preferred Partnership  Units
     at  any time shall equal to the number of Preferred Shares outstanding
     at  such time.  The Preferred Partnership Units shall be issued to the
     General Partner.
     
           4A.2.      Distributions.  The General Partner shall  cause  the
     Partnership  to  distribute such amounts to  the  General  Partner  in
     respect  of  the  Preferred  Partnership Interest  and  the  Preferred
     Partnership  Units as the General Partner may determine are  necessary
     to  enable  it  to  pay dividends on the outstanding Preferred  Shares
     (including  any "Additional Dividends" required by the  terms  of  the
     Preferred  Shares).   No payments or distributions (including  without
     limitation  under Section 6.2 or 8.2 of this Agreement) in respect  of
     any   Partnership  Interests  or  Partnership  Units  other  than  the
     Preferred  Partnership  Interest and the Preferred  Partnership  Units
     will  be  made  at  any time unless full cumulative dividends  on  the
     Preferred  Shares for all past dividend periods and the  then  current
     dividend period have been paid or provided for.
     
           4A.3.      Redemptions.   The General Partner  shall  cause  the
     Partnership  to  distribute such additional  amounts  to  the  General
     Partner  in  respect  of the Preferred Partnership  Interest  and  the
     Preferred  Partnership Units as may be required from time to  time  to
     pay the redemption price of the Preferred Shares.
     
            4A.4.      Ranking;  Liquidation.   The  Preferred  Partnership
     Interest  and the Preferred Partnership Units shall, with  respect  to
     distribution  rights  and  rights  upon  liquidation,  dissolution  or
     winding  up  of the Partnership, rank senior to the other  Partnership
     Interests  in the Partnership.  Upon any such liquidation, dissolution
     or  winding  up, the Preferred Partnership Interest and the  Preferred
     Partnership   Units  shall  be  entitled  to  receive   an   aggregate
     liquidation preference in an amount equal to $50.00 times  the  number
     of   Preferred  Shares  then  outstanding  prior  to  the  payment  or
     distribution  of  any  amounts in respect  of  the  other  Partnership
     Interests  or Partnership Units in the Partnership, including  without
     limitation any such payment pursuant to Section 8.2 of this Agreement.
     
           4A.5.      Priority  of Article IV(A).  The provisions  of  this
     Article  IV(A)  shall  take  precedence over  and  control  any  other
     provisions of this Agreement which may be in conflict with  the  terms
     of  this  Article  IV(A).  Accordingly, the other provisions  of  this
     Agreement  shall be construed wherever appropriate to give full  force
     and effect to this Article IV(A).
     
          2.   Ratification of Agreement.  As amended hereby, the provisions of
the Agreement are hereby ratified and confirmed in all respects.

          3.   Miscellaneous.  This Amendment shall be governed by and construed
in accordance with the laws of the State of Delaware, and shall be binding upon
and shall inure to the benefit of all Partners, and their legal representatives,
heirs, successors and permitted assigns.  This Amendment may be executed in
counterparts, each of which shall constitute an original, but all of which shall
constitute one and the same instrument.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment or
caused this Amendment to be executed as of the day and year first above written.

                               GENERAL PARTNER:
                               
                               CROWN AMERICAN REALTY TRUST,
                               a Maryland real estate investment trust
                               
                               By: /s/ John M. Kriak
                                  Name:    John M. Kriak
                                  Title:   Executive Vice-President
                               
                               
                               
                               INITIAL LIMITED PARTNER:
                               
                               CROWN INVESTMENTS TRUST,
                               a Delaware business trust
                               
                               By: /s/ Ronald P. Rusinak
                                  Name:    Ronald P. Rusinak
                                  Title:   Vice-President
                               
                               
                               
                               ADDITIONAL LIMITED PARTNERS:
                               
                               CROWN AMERICAN INVESTMENT COMPANY,
                               a Delaware corporation
                               
                               By: /s/ Ronald J. Hamilton
                                  Name:    Ronald J. Hamilton
                                  Title:   Vice-President
                               
                               
                               CROWN AMERICAN ASSOCIATES,
                               a Pennsylvania business trust
                               
                               By: /s/ Ronald J. Hamilton
                                  Name:    Ronald J. Hamilton
                                  Title:   Vice-President
                               
                               
                               
                               CROWN DELAWARE HOLDING COMPANY,
                               
                               a Delaware corporation, successor-by-merger to:
                               MIDDLETOWN MALL, INC.,
                               a West Virginia corporation
                               
                               By: /s/ Ronald J. Hamilton
                                  Name:    Ronald J. Hamilton
                                  Title:   Vice-President
                               



EXHIBIT 10.5 (h)
                        REAL ESTATE MANAGEMENT AGREEMENT
                                        
                                        
      THIS  AGREEMENT, made as of the 17th day of November, 1997,  between Crown
American  WL  Associates, L.P., a Pennsylvania limited  partnership  having  its
principal address at Pasquerilla Plaza, Johnstown, Pennsylvania 15907 ("Owner"),
and  CROWN AMERICAN PROPERTIES, L.P., a Delaware limited partnership, having its
principal   address   at  Pasquerilla  Plaza,  Johnstown,  Pennsylvania    15907
("Agent").

                               W I T N E S S E T H
                                        
     In consideration of the mutual Covenants herein contained, and intending to
be legally bound, the parties hereto agree as follows:

                                    ARTICLE I
                                        
                       APPOINTMENT AND AUTHORITY OF AGENT
                                        
     1.1  Owner owns leasehold interests in certain retail properties identified
on  Exhibit  A  attached hereto and made a part hereof (the "Premises").   Owner
hereby  appoints  Agent  as the exclusive managing and  renting  agent  for  the
Premises,  and hereby authorizes Agent to exercise such powers with  respect  to
the  Premises  as  may  be necessary for the performance of Agent's  obligations
under Article II, and Agent accepts such appointment on the terms and conditions
hereinafter set forth for the term as provided in Article V.  Agent  shall  have
no right or authority, express or implied, to commit or otherwise obligate Owner
in  any manner whatsoever except to the extent specifically provided herein  and
agrees that it shall not hold itself out as having authority to act on behalf of
Owner  in any manner which is beyond the scope of authority granted to Agent  in
this Agreement.

                                   ARTICLE II
                                        
                               AGENT'S AGREEEMENT
                                        
      2.1   Agent,  on  behalf  of  Owner,  shall  implement,  or  cause  to  be
implemented,  the  decisions of Owner and shall conduct the ordinary  and  usual
business affairs of Owner with respect to the management, operation and  leasing
of the Premises as provided in this Agreement.  Agent shall at all times conform
to  the  policies  and programs established by Owner and the  scope  of  Agent's
authority  shall be limited to said policies.  Agent shall act  in  a  fiduciary
capacity with respect to the cash and cash equivalent assets of Owner which  are
within  the custody or control of Agent.  Agent shall deal at arm's length  with
all  parties  and shall serve Owner's interests at all times.  All  undertakings
incurred by Agent on behalf of Owner in accordance with this Agreement shall  be
at  the  cost and expense of Owner unless otherwise provided for herein.   Agent
agrees  to use its best efforts in the management and operation of the Premises.
Agent  shall perform the following duties in connection with the management  and
operation of the Premises:

           (a)   Contract,  for  periods not longer than  the  term  of  Owner's
leasehold  estate,  in the name of Owner, for gas, electricity, water  and  such
other  services  as  are  currently being furnished to  the  Premises.   Service
contracts shall be written to include a provision allowing termination by  Owner
upon  30 days' notice wherever possible.  All service contracts, including those
in  effect  at the date hereof in respect of the Premises, including  the  terms
thereof (with cancellation right, if any), the services provided thereunder  and
the charges called for thereby, should be detailed in the annual budget package.
No  such contract, other than for utilities, including water, which involves  an
expenditure  in  excess  of the amount set forth in paragraph  3  of  Exhibit  A
attached  hereto  shall hereinafter be entered into by Agent without  the  prior
approval of Owner.  Agent shall also perform the obligations of the Owner  under
any utility service agreement and any reciprocal easement agreements.

           (b)   Select,  employ,  pay,  supervise,  direct  and  discharge  all
employees  necessary for the proper, safe and economic operation and maintenance
of  the  Premises, in number and at wages in accordance with industry  practices
and the annual budget, carry Worker's Compensation Insurance (and, when required
by   law,  compulsory  Non-Occupational  Disability  Insurance)  covering   such
employees,  and use reasonable care in the selection, discharge, and supervision
of  such  employees.   Agent  will keep bi-weekly time  sheets  which  shall  be
available for inspection by Owner.  Agent shall prepare or cause to be  prepared
and  timely  filed  and  paid,  all necessary returns,  forms  and  payments  in
connection  with  unemployment insurance, medical and life  insurance  policies,
pensions, withholding and social security taxes and all other taxes relating  to
said employees which are imposed on employees by any federal, state or municipal
authority.   Agent  shall also provide usual management services  in  connection
with  labor relations and shall prepare, maintain and file all necessary reports
with  respect to the Fair Labor Standards Act and all other required  statements
and  reports pertaining to employees at the Premises.  Agent shall use its  best
efforts  to  comply  with  all laws and regulations  and  collective  bargaining
agreements,  if any, affecting such employment.  Owner shall have the  right  to
review  and  approve  all  collective bargaining  agreements  which  affect  the
Premises  prior to their implementation or acceptance by Agent.  Agent  will  be
and  will  continue  throughout  the term of  this  Agreement  to  be  an  equal
opportunity employer.  All persons employed in connection with the operation and
maintenance  of  the  Premises  shall be employees  of  Agent  or  employees  of
contractors approved by Owner to provide contract services to the Premises.

           (c)   Keep  the  Premises  in  a safe, clean,  rentable  and  sightly
condition and make and contract for all repairs, alterations, replacements,  and
installations,  do  all  decorating and landscaping, and purchase  all  supplies
necessary for the proper operation and maintenance of the Premises and  for  the
fulfillment of Owner's obligations under any lease, operating agreement or other
agreement  or  compliance  with  all governmental  and  insurance  requirements,
provided  that, except as provided in Section 2.5 hereof, Agent shall  not  make
any  purchase or do any work, the cost of which shall exceed the approved budget
or  the  amount  set forth in paragraph 3 of Exhibit A attached hereto,  without
obtaining  in each instance the prior approval of Owner, except in circumstances
which Agent shall deem to constitute an emergency requiring immediate action for
the  protection of the Premises or of tenants or other persons or to  avoid  the
suspension  of  necessary services or in order to cure any  violation  or  other
condition  which  would subject Owner or Agent to any criminal  penalty  or  any
civil fine in excess of $5,000.00.  Agent shall notify Owner immediately of  the
necessity for, the nature of, and the cost of, any such emergency repairs or any
action  to cure any such violation or other condition.  Agent shall arrange  for
and  supervise, on behalf of Owner, the performance of all alterations and other
work to prepare or alter space in the Premises for occupancy by tenants thereof.
If  Owner  shall  require,  Agent  shall  submit  a   list  of  contractors  and
subcontractors performing tenant work, repairs, alterations or services  at  the
Premises under Agent's direction.

      It  is understood that Agent shall not be required to undertake the making
or  supervision of extensive reconstruction of the Premises or any part  thereof
except after written agreement by the parties hereto as to any additional fee to
be paid for such services.

      Owner shall receive the benefit of all discounts and rebates obtainable by
Agent  in its operation of the Premises.  When requested by Owner, Agent  agrees
to  obtain competitive bids for the performance of any work at the Premises,  to
furnish  copies  of  such bids to Owner and to accept  such  bid  as  Owner  may
direct.

      If  Agent  desires to contract for repair, construction or  other  service
described in this paragraph (c) (other than work done at the request of a tenant
and  at  the tenant's sole cost and expense, hereinafter referred to as  "Tenant
Work")  with a party with respect to which any partner or shareholder  of  Agent
holds  a  beneficial  interest,  or with any subsidiary,  affiliate  or  related
corporation in which Agent shall have a financial interest, such interest  shall
be  disclosed to, and approved by, Owner before such services are procured.  The
cost   of   any   such   services  shall  likewise  be  at  competitive   rates,
notwithstanding that tenants of the Premises may be required to pay such  costs.
Agent,  or  a  general  contractor working under the  supervision  of  Agent  is
authorized  to make and install Tenant Work, Agent may collect from such  tenant
or  such  general  contractor, for its sole account, its charge for  supervisory
overhead  on  all  such Tenant Work.  Agent shall hold Owner harmless  from  any
claims  which may be advanced by any such tenant in connection with Tenant  Work
performed  by  Agent  or under Agent's supervision.  Agent, however,  shall  not
require   any  tenant  to  use  Agent,  its  subsidiary,  affiliate  or  related
corporation as its general contractor to perform such Tenant Work.

           (d)  Handle promptly complaints and requests from tenants and parties
to  reciprocal easement and/or operating agreements, notify Owner of  any  major
complaint  made by any such tenant or party and notify owner promptly  (together
with  copies  of  supporting documentation) of: the receipt  of  any  notice  of
violation of any governmental requirements; any known orders or requirements  of
insurers, insurance rating organizations, Board of Fire Underwriters or  similar
bodies; any known defect in the Premises; any known fire or other damage to  the
Premises,  and, in the case of any serious fire or other serious damage  to  the
Premises,  Agent  also  shall immediately provide telephone  notice  thereof  to
Owner's  General Insurance Office, so that an insurance adjuster  can  view  the
damage  before  repairs  are  started, and complete customary  loss  reports  in
connection with fire or other damage to the Premises.

           (e)   Notify  Owner's General Liability Insurance carrier  and  Owner
promptly  of any personal injury or property damage known to Agent occurring  to
or  claimed by any tenant or third party on or with respect to the Premises  and
promptly  forward  to  the  carrier, completed  insurance  forms,  any  summons,
subpoena,  or other like legal document served upon Agent relating to actual  or
alleged  potential liability of Owner, Agent, or the Premises,  with  copies  to
Owner of all such doucments.

           (f)  Advise Owner of those exceptions in leases, operating agreements
and  other agreements executed on or after the date hereof in which the  tenants
or  parties to such agreements do not agree to hold Owner harmless with  respect
to liability from any accidents.

           (g)   At  the option of Owner, or as otherwise provided in  the  Loan
Documents, as hereinafter defined, receive and collect rent and all other monies
payable  to Owner by all tenants and licensees in the Premises and by all  other
parties  including department stores under ground leases and reciprocal easement
agreements  and  tenants  under  leases  of  free-standing  stores.    In   this
connection,  Agent shall calculate all amounts due to Owner from  such  tenants,
licensees  and  other  parties, including annual or periodic  adjustments  where
applicable, and shall, when appropriate, submit statements or invoices  to  such
tenants,  licensees and parties.  Agent shall deposit the same promptly  in  the
bank  named  on Exhibit A attached hereto (the "Bank") in an account with  title
including  a distinctive portion of Agent's name and such designation  as  Owner
may  direct  (the  "Bank Account"), which account shall be used exclusively  for
such  funds.   Owner's representative will be a signatory on all  bank  accounts
maintained by Agent and such representative's signature shall be required on all
checks  in excess of $50,000 and for withdrawals in excess of $1,000,000 in  any
month.   All  amounts received by Agent for or on behalf of Owner shall  be  and
remain  the property of Owner.  Checks may be drawn on the above-mentioned  bank
account only for purposes authorized under this Agreement.  No funds of Agent or
others  shall be commingled with funds in any such bank account.  Owner has  the
right to control the types of cash management accounts and dictate the specifics
of said accounts with respect to disbursement and management of funds.

          (h)  Serve notice of default upon tenants of space in the Premises and
other parties which are in default in performing obligations under their leases,
reciprocal   easement  agreements  or  other  agreements,   with   copies   sent
simultaneously to Owner, and attempt to cause such defaults to be cured  by  the
defaulting tenant or other party.  Agent shall, subject to Owner's consent  with
respect  to  any  tenant  who occupies more than 1,000  square  feet,  utilizing
counsel  theretofore approved by Owner, institute all necessary legal action  or
proceedings for the collection of rent or other income from the Premises or  the
ousting  or  dispossessing of tenants or other persons therefrom and  all  other
matters  requiring  legal attention.  Agent agrees to use its  best  efforts  to
collect  rent  and other charges from tenants in a timely manner and  to  pursue
Owner's legal remedies for nonpayment of same.  Agent shall not terminate tenant
leases  in  the Premises without Owner's consent.  Owner reserves the  right  to
designate  or  approve  counsel  and  to control  litigation  of  any  character
affecting or arising out of the operation of the Premises and the settlement  of
such litigation.

           (i)   Bond  Agent and all of Agent's employees who may handle  or  be
responsible  for  monies  or property of Owner with  a  "comprehensive  3-D"  or
"Commercial Blanket" bond, in an amount of $500,000.00.

           (j)   Notify Owner immediately of any known fire, accident  or  other
casualty,  condemnation  proceedings,  rezoning  or  other  governmental  order,
lawsuit or threat thereof involving the Premises; and the receipt of any  notice
of  violations  relative  to the leasing, use, repair  and  maintenance  of  the
Premises  under  governmental  laws,  rules,  regulations,  ordinances  or  like
provisions.

           (k)   If  Owner  so directs, make timely payment of real  estate  and
personal  property taxes and assessments levied or assessed against the Premises
or  personal property used in connection therewith and any other charge that may
become a lien against the Premises.  Owner may direct that payment of such taxes
and  assessments either be made to the taxing authority or to  a mortgage lender
holding  an  escrow account for such items.  Agent shall participate in  Owner's
tax review program and check tax assessments and, when so requested, Agent shall
assist  Owner in its efforts to reduce such taxes.  Agent shall promptly furnish
Owner with copies of all assessment notices and receipt tax bills.

           (l)   Promptly comply with  all present and future laws,  ordinances,
orders,  rules,  regulations and requirements of all Federal,  state  and  local
governments, courts, departments, commissions, boards and offices, any  national
or  local  Board  of  Fire  Underwriters or Insurance  Services  offices  having
jurisdiction, or any other body exercising functions similar to those of any  of
the foregoing ("Legal Requirements") which may be applicable to the Premises  or
any  part  thereof  or  to  the leasing, use, repair, operation  and  management
thereof,  but only to the extent that such compliance is reasonably  capable  of
being  carried out by Agent and Agent has available the necessary funds therefor
from  collections or advances by Owner.  Agent shall give prompt notice to Owner
of  any  known violation or the receipt of notice of alleged violation  of  such
laws and Agent shall not bear responsibility for failure of the Premises or  the
operation  thereof  to comply with such laws unless Agent  has  committed  gross
negligence  or  a willful act of omission in the performance of its  obligations
under this Agreement or in the performance of any other duties owed to Owner  or
third parties by Agent.  As and when directed by Owner, Agent shall institute in
its  name,  or in the name of Owner using counsel selected by Owner, appropriate
actions  or  proceedings to contest any such law, ordinance,  rule,  regulation,
order, determination or requirement.

          (m)  Promote the Premises and participate as Owner's representative in
any  Merchant's  Associations  or Promotional Organizations  (collectively,  the
"Promotional Organizations") established to promote the Premises.

           (n)   Consent to and approve tenant alteration work and installations
which are performed by tenants of space in the Premises and are provided for  in
the  leases  of  such  tenants and are within such  tenant's  space.   Agent  is
authorized to approve tenant alteration work and installations not provided  for
in  leases if (i) such alteration work and installations are made solely at  the
expense  of the tenant, and (ii) such alteration work and installations  do  not
affect  the  structural  integrity  or facade  of  any  building.   Agent  shall
periodically   monitor  the  progress  of  any  tenant   alteration   work   and
installations  to confirm that the work is being done in a good and  workmanlike
manner  and in substantial conformity with any plans and specifications approved
by  Owner  or  Agent,  and  shall notify Owner of any material  deficiencies  or
material variations from the approved plans and specifications.

           (o)   Provide, upon Owner's request in accordance with the provisions
of  Section 10 and Section 11 of Exhibit A, general contracting and construction
management services ("Development Services") and consultation to Owner  for  the
Premises,  which shall include, without limitation, the management,  supervision
and  administration  of,  and provisions for services  for  the  improvement  or
expansion  (and  in the event of damage or condemnation, the reconstruction)  of
the  Premises, including advice, expertise and support of Agent provided  and/or
retained  and/or  coordinated  by home office and on-site  personnel  including,
without  limitation,  executive  personnel, design  and  engineering  personnel,
clerical personnel, legal and accounting personnel.  Such personnel will perform
consultation and various functions involved with Development Services including,
without   limitation,   the   following:    design,   planning,   architectural,
engineering,  acquisition and negotiation, negotiations with  department  stores
for  site  acquisition  and  operation in the Premises;  permits  and  licenses;
preopening  advertising and publicity; market research, site work;  negotiations
with  public authorities; attendance at public hearings; project management  and
all  other  activities  necessary to accomplish the  improvement,  expansion  or
reconstruction of the Premises.  It is understood that Development Services  and
consultation  with Owner may or may not involve Agent's in-house  personnel;  by
mutual agreement of Agent and Owner, outside professionals or other persons  may
be engaged to provide Development Services and consultation with Owner, provided
that  Agent agrees to require any contractor or subcontractor brought  onto  the
Premises to have workers' compensation and employers' liability insurance in the
necessity statutory amounts and comprehensive general liability insurance for at
least $1,000,000.00.

           (p)  If Owner so directs, pay when due (i) all debt service and other
amounts  due under any mortgages that encumber the Premises or any part thereof,
and  (ii)  all  rent and other charges payable under any ground  lease  of  land
included  in the Premises under which Owner is the tenant and give Owner  notice
of the making of each payment.

          (q)  Carry out and comply with, directly or through a third party, all
requirements  on the part of Owner under all such mortgages and  ground  leases,
all  leases of space in the Premises, all ground leases and reciprocal  easement
agreements with department stores and all other agreements affecting or relating
to  the  Premises  which  are known or made known to Agent,  including,  without
limitation, the furnishing of all services and utilities called for therein, but
only to the extent that such requirements are at the time reasonably capable  of
being  carried out by Agent and Agent has available the necessary funds therefor
from collections or advances by Owner, provided that Agent shall promptly notify
Owner  if  Agent  cannot  carry out such requirement or has  insufficient  funds
available to do so.  Agent shall notify Owner promptly of any default under  any
such  mortgage, lease, ground lease, reciprocal easement or other  agreement  on
the  part  of  Owner, the tenant or other party thereto of which  agent  becomes
aware.

          (r)  Use reasonable efforts to comply with and require compliance with
the  requirements of leases of space in the Premises, ground leases,  reciprocal
easement  agreements  and  all other agreements affecting  or  relating  to  the
Premises  which  are  known  or made known to Agent  on  the  part  of  Tenants,
department  stores  and other parties thereto and enforce  compliance  with  the
rules and regulations, sign criteria and like standards for the Premises adopted
by Owner from time to time.

           (s)  Upon request, furnish Owner with an executed copy of each lease,
lease  renewal,  lease amendment, service contract and other  agreement  entered
into  on  or  after the date of this Agreement in connection with the operation,
management  and  leasing of the Premises, and use reasonable efforts  to  secure
from  tenants  and  parties to reciprocal easement agreements,  and  furnish  to
Owner,  any  certificates  of  insurance and renewals  thereof  required  to  be
furnished by the terms of their leases or agreements.  All such executed  copies
of  leases  shall  be maintained in Agent's main office, with  additional  lease
copies  together  with  insurance certificates also maintained  at  the  Agent's
office at the relevant property, if any such office exists.

           (t)  Inspect the Premises periodically and submit reports of findings
and   recommendations   to  Owner  which  shall  include,  without   limitation,
recommendations  as  to  required repairs, replacements or  maintenance.   Agent
shall keep and submit annual written reports of all material alterations made to
the Premises, no matter by whom effected.

           (u)   Erect barriers or chains for the purpose of blocking access  to
the  common  areas of and buildings included in the Premises as  local  law  may
require,  or, as directed in writing by owner, in order to avoid the  dedication
of  the  same for public use and furnish appropriate evidence of same  to Owner.
Agent  shall give any advance notice of the erection of such barriers or  chains
which may be required under reciprocal easement agreements or ground leases with
department stores.

          (v)  Use its reasonable efforts to obtain from tenants of the Premises
and  department  stores which are parties to reciprocal easement  agreements  or
ground  leases  waivers of their insurers' rights of subrogation in  respect  to
policies  of  fire  and  extended coverage and other property  damage  insurance
carried by them in favor of Owner, Agent and any department store or tenant  for
which Owner is obligated to attempt to obtain such waivers under a ground lease,
reciprocal easement agreement or space lease.

          (w)  Assist owner in preparing any statements required to be submitted
by  Owner  under  the  terms  of mortgages, ground leases,  reciprocal  easement
agreements and leases.

            (x)   Perform  its  duties  in  renting,  managing,  operating   and
maintaining  the  Premises  applying prudent and reasonable  business  practices
which are consistent with those followed in respect of the Premises prior to the
date  of  this  Agreement, using reasonable care and diligence in  carrying  out
properly and efficiently its responsibilities under this Agreement.  Agent shall
maintain  those portions of the common areas of the Premises which  are  Owners'
obligation to maintain in a clean, safe and attractive condition, use reasonable
efforts  to  enforce  the  provisions of applicable leases,  ground  leases  and
reciprocal easement agreements so as to cause tenants and department  stores  to
maintain their premises and common areas, if any, in similar condition,  arrange
for  necessary security for the Premises and their common areas and arrange  for
cleaning  and  snow removal for the parking areas and roadways of the  Premises.
Agent shall recommend to Owner from time to time such procedures with respect to
the  Premises  as Agent may deem advisable for the more efficient  and  economic
management and operation thereof.

           (y)  Where leasing guidelines or any Legal Requirement (as defined in
paragraph  2.1  (m)  hereof)  now or hereafter in  effect  require  that  tenant
security  deposits be maintained, a separate interest-bearing account  for  such
security deposits (the "Security Deposit Account") shall be opened by Agent at a
bank approved by Owner.  The Security Deposit Account shall be maintained in the
name of Agent in accordance with the relevant lease or Legal Requirement, as the
case  may  be,  and shall be used only for tenant security deposits.   The  bank
shall  be  informed that the funds in the Security Deposit Account are  held  in
trust  for  Owner.   Agent  shall have the authority to  remit  to  tenants  any
interest  to  which they are entitled on their security deposit,  in  accordance
with  their leases or any Legal Requirement, but Agent shall obtain the  written
approval  of  Owner prior to the return of such deposits or any  other  security
(including  letters  of  credit) to any tenant when the amount,  in  any  single
instance, exceed $50,000.00.

     Owner recognizes and understands that Environmental Service (as hereinafter
defined)  are  not actions or services that Agent is required to  perform  under
this Agreement and Owner further recognizes and understands that Agent is not  a
consultant  or a contractor that performs Environmental Services.  Upon  Owner's
request, Agent agrees to obtain and coordinate for and on behalf of Owner,  such
Environmental  Services as Owner may request or require.  Owner shall  reimburse
Agent  for its administrative costs in connection with the coordination of  such
Environmental Services as provided in Exhibit A, paragraph 11 of the  Agreement.
In  addition, Owner shall reimburse Agent for the costs of outside professionals
retained  to perform Environmental Services.  Environmental Services is  defined
to  be  those  acts  or actions involving the presence use,  exposure,  removal,
restoration, or introduction of Hazardous materials (as hereinafter defined) and
the investigation of and compliance with any and all applicable rules, laws,  or
regulations  of  local,  state or federal authorities which  apply  or  regulate
Hazardous  Materials.  Hazardous Materials means any hazardous, radioactive,  or
toxic  substance,  material or waste listed in the United States  Department  of
Transportation  Hazardous  Materials Table; or by the  Environmental  Protection
Agency  as  hazardous substances; or such substances, materials and waste  which
are  or  become regulated under applicable local, state or federal law including
materials which are petroleum products, asbestos, polychlorinated biphenyls,  or
designated  as  hazardous  substances under the  Clean  Water  Act;  or  defined
hazardous waste under the Resource Conservation and Recovery Act; or defined  as
hazardous   substances   under   the   Comprehensive   Environmental   Response,
Compensation and Inability Act.

      2.2   Agent agrees, on behalf of Owner and at Owner's expense, to  procure
and  continue  to maintain in force a comprehensive general liability  insurance
policy  or polices with respect to the Premises.  Such policy or policies  shall
provide  for  coverage in the amount and with such insurers as are  required  of
Owner  under the Loan Documents (as defined below), but in any event,  not  less
than  ten  million dollars ($10,000,000.00) combined single limit  coverage  per
occurrence  for  bodily injury and property damage.  The polices  shall  include
coverage  for  contractual  liabilities assumed with respect  to  the  Premises,
including,  but  not limited to, the obligations created by  the  indemnity  set
forth in Section 3.3 hereof as used in this Agreement, the term "Loan Documents"
shall refer to that certain Fee and Leasehold Mortgage, Assignment of Leases and
Rents, Security Agreement and Fixture Filing (the "Mortgage"); Promissory  Note;
Interim  Loan Agreement; Assignment of Leases and Rents; Manager's  Consent  and
Subordination of Management Agreement; each dates as of November 17, 1997,
from  Owner  to General Electric Capital Corporation ("Lender"), and such  other
documents  executed or to be executed in connection with the loan (the "Mortgage
Loan") secured by the Mortgage.

      Further, at all times during the term of this Agreement, Agent shall  keep
or  cause  to  be kept insured, at Owner's cost and expense, all  buildings  and
improvements  on  the Premises against loss or damage by fire, windstorm,  hail,
explosion,  damage from aircraft and vehicles and smoke damage, and  such  other
risks  as are from time to time included in "extended coverage" endorsements  in
an amount sufficient to replace said improvements.

      All  insurance  provided for in this Section 2.2 shall be  effected  under
valid  and  enforceable polices issued by insurers of recognized  responsibility
and  shall provide respectively, for the waiver of all rights of subrogation  by
Owner  or  parties  claiming through Owner against  Agent  and  its  agents  and
employees.   Owner and Agent hereby waive all rights of recovery as against  the
other  party hereto arising from loss or damage caused by the perils  enumerated
in  this  Section 2.2 and agree that any policies obtained with respect to  such
perils  shall be endorsed accordingly, if such endorsements are available.   Any
insurance  required to be maintained hereunder may be taken out under a  blanket
insurance  policy  or  polices covering other properties of  the  insured.   Any
policy required by this Section 2.2 shall provide that such policy shall not  be
canceled without at least thirty (30) days' prior notice to Owner and Agent and,
in  any  event,  shall  provide that all parties insured thereby  shall  receive
notice  no  less  than fifteen (15) days prior to the expiration  dates  of  the
expiring policies.

      2.3  Agent agrees to render monthly reports relating to the management and
operation  of  the  Premises for the preceding calendar month on or  before  the
twenty-fifth  (25th) day of each month in form as Owner and Agent will  mutually
agree.  Agent agrees that Owner shall have the right to require the transfer  to
Owner at any time of any funds in the Bank Account considered by Owner to be  in
excess  of an amount reasonably required by Agent for disbursement in connection
with  the Premises.  Agent agrees to keep records with respect to the management
and  operation  of  the Premises as prescribed by owner,  and  to  retain  those
records  for periods specified by Owner.  Owner shall have the right to  inspect
such  records  and  audit the reports required by this Section  during  business
hours  for  the  life of this Agreement and thereafter during  the  period  such
records are to be retained pursuant to this Section.  In addition, Agent  agrees
that  such records may be examined from time to time during the period aforesaid
by  any  of  the supervisory or regulatory authorities having jurisdiction  over
Owner.

      2.4   Agent  shall  ensure  such  control over  accounting  and  financial
transactions  as is reasonably required to protect Owner's assets from  loss  or
diminution due to gross negligence or willful misconduct on the part of  Agent's
associates  or  employees.   Losses  caused  by  gross  negligence  or   willful
misconduct shall be borne by Agent.

      2.5   Agent shall establish and prepare, in the form authorized by  Owner,
with  such additional changes as may be reasonably requested by Owner, operating
and  capital  improvement  budgets  for the  promotion,  operation,  repair  and
maintenance  of  the  Premises for each calendar year.   Preliminary  and  final
budgets will be due 45 and 30 days, respectively, prior to commencement  of  the
calendar year to which they relate.  Such budgets shall be prepared on  both  an
accrual  basis  showing a month-by-month projection of income and  expenses  and
capital  expenditures.  At least 30 days prior to the end of  each  year,  Agent
shall  meet  with  Owner to review such budgets for the subsequent  year.   Upon
receiving Owner's approval, Agent shall use its best efforts to comply with such
final budgets.

           (a)   Agent  shall  meet  with Owner on a  regular  basis,  not  less
frequently  than semi-annually and otherwise upon reasonable call by  Owner,  to
review the operations of the Premises, to review and, if appropriate, revise  in
light  of actual experience the annual operating and capital improvement budgets
theretofore  approved  by Owner and to consider other matters  which  Owner  may
raise.

           (b)   Upon approval of the operating budget by Owner, and unless  and
until  revoked or revised by Owner, Agent shall have the right, without  further
consent  or approval by Owner to incur and pay the operating expenses set  forth
in the approved operating budget, subject to paragraph 2.1(g) above.

          (c)  At the request of Owner from time to time Agent shall prepare and
submit to Owner (i) operating projections for the Premises for the ensuing  five
(5)  years, such projections to be made on a year-by-year basis and to be  based
on  Agent's  best  judgment  as to the future, taking into  consideration  known
circumstances  and circumstances Agent can reasonably anticipate are  likely  to
occur, and (ii) a schedule in reasonable detail of capital improvements, repairs
and  replacements  not  provided for in the current capital  improvement  budget
which  Agent  reasonably anticipates will be required or should be made  in  the
foreseeable future, with Agent's opinion as to the relative priority and cost of
each thereof.

      2.6   Agent shall also participate in Owner's property review programs  to
the  extent  requested by Owner.  Such review shall include  asset,  investment,
financial  and  strategy profiles in form satisfactory to  Owner.   Agent  shall
respond,  within  10  days, to Owner's management evaluation reports  concerning
actions  to be taken by Agent to correct or modify its management standards  for
the  operations,  leasing or financial services provided for the  Premises.   If
Owner shall request that Agent's home office or regional office personnel travel
to  the  Premises to participate in Owner's property review programs or for  any
other reason (unless such reason is for normal supervision), the reasonable cost
of  meals, travel and hotel accommodations expenses incurred by such home office
personnel in connection with such travel shall be reimbursed to Agent by  Owner.
Agent  shall,  however, bear the full cost and expenses  incurred  by  its  home
office  or  regional  office personnel in connection with their  travel  to  the
Premises  to  the  extent such travel is required by the Agent  for  the  normal
supervision of the management and leasing of the Premises.

      2.7   Agent  agrees to use its best efforts to have all space  within  the
Premises  rented  to desirable tenants, satisfactory to Owner,  considering  the
nature of the Premises, and in connection therewith:

           (a)   To  negotiate, as the exclusive agent of Owner, all leases  and
renewals  of  leases  at  the  appropriate time, it being  understood  that  all
inquiries to Owner with respect to leasing any portion of the Premises shall  be
referred  to  Agent.  Except for license agreements for temporary  tenants,  all
leases  and renewals for lease terms in excess of one (1) year must be  prepared
in accordance with Exhibit C by Agent and in accordance with the annual approved
budget and be submitted to Owner's representative for execution by Owner.  Agent
is authorized to negotiate and execute license agreements prepared in accordance
with  Exhibit C for temporary tenants and/or short term promotional  activities.
If Agent shall receive a prospective tenant reference from a property other than
the  Premises, which Agent or any subsidiary or affiliate manages,  Agent  shall
promptly  declare its potential conflict of interest to Owner  and  Owner  shall
determine  if  negotiations with such prospective tenant shall be undertaken  by
Agent,  Owner,  or a third party approved by Owner.  References  of  prospective
tenants,  as  well  as  their varying use requirements,  shall  be  investigated
carefully  by  Agent.   Agent also is authorized to  negotiate  and  execute  on
Owner's behalf lease amendments which:  (i) change a Tenant's commencement  date
by  sixty (60) days or less (or for such longer period as is approved by Owner);
(ii)  change  a  Tenant's permitted use by allowing the sale of such  additional
items  as  are  reasonably related to the Tenant's primary  and  principal  use,
provided Agent has no reason to know of any lease at the center prohibiting such
use;  (iii)  change  a  tenant's  marketing  charge  or  promotional  charge  or
advertising obligation.

      Owner acknowledges and understands that Agent manages properties for third
parties.   Owner further acknowledges and understands that Agent  routinely  and
customarily  negotiates tenant leases from multiple locations involving  two  or
more  properties (one or more of which may be the Premises and one  or  more  of
which  may  be  properties owned by Agent or by others).   Agent  conducts  such
multiple  location negotiations in good faith for the benefit and  interests  of
Owner  and  other property owners, including Agent.  Agent shall be entitled  to
assume  that such leasing practices are approved and acceptable to Owner, unless
and until Owner specifically disapproves the practice and so notifies Agent.

           (b)   With  Owner's  prior  approval, to advertise  the  Premises  or
portions thereat for rent, by means of periodicals, signs, plans, brochures  and
other means appropriate to the Premises.  Owner acknowledges and agrees that the
Premises may be included in brochures or other advertising media of Agent, which
may include other properties being offered for lease by Agent.

           (c)   In  no event shall Agent engage or utilize the services  of  an
outside  broker  in  connection  with any lease without  Owner's  prior  written
consent.  In any case in which Owner requests or gives such consent, Agent shall
cause  such  broker  to  enter into a written agreement  with  Owner,  on  terms
reasonably  satisfactory to Owner, with respect to such broker's commission  and
Owner  shall be responsible for the payment of such commission pursuant  to  the
terms of said agreement.

           (d)  Agent will, in each instance, negotiate for the inclusion in all
leases entered into by Owner of a provision to the effect that recourse on  such
obligation  shall  be  had only against the property to  which  such  obligation
relates  and  no  recourse shall be sought against Owner  or  any  other  person
holding, directly or indirectly, a beneficial interest in the property.

           (e)   Agent will, upon the request of Owner, undertake to find buyers
for  the  sale of any of the Owner's outparcels, peripheral land or  such  other
real  estate  situate upon the Premises, ("Sale Property"), and, in addition  to
any  other compensation provided to be paid to Agent under this Agreement, Owner
agrees to pay to Agent as compensation for its services hereunder, a fee at  the
rate  specified  in  Paragraph  7(iii) of  Exhibit  "A",  attached  hereto.   In
performing its duties hereunder, Agent shall perform the following:

               (i)  Submit to Owner for approval, a pricing schedule on the Sale
Property;

               (ii) Upon request, submit to Owner for approval, contract form(s)
to be used in the sale of the Sale Property;

                (iii)      Upon  request, furnish Owner with  a  written  report
regarding its progress in such sale activities;

                (iv) Negotiate on behalf of Owner, the sale of the subject  Sale
Property; and

               (v)  Provide legal services, limited to:

                    (a)  Preparation of the Purchase and Sale Agreement;
                    (b)  Deed and Easement(s) preparation;
                    (c)  Preparation and submittal to Owner of the Seller's
                           closing statement;
                    (d)  Preparation of closing instructions;
                    (e)  Coordination of title work;
                    (f)  Upon approval of Owner, retain local counsel,
                           whose fees will be reimbursed by Owner; and
                    (g)  Submit to Owner, for final execution, all
                           documents necessary to consummate the
                           transaction.

      Agent shall pursue these duties and obligations with diligence and in  the
best interests of Owner.

     2.8  Agent agrees, for itself and all persons retained or employed by Agent
in  performing its services, to hold in confidence and not to use or disclose to
others  any  confidential  or proprietary information  of  Owner  heretofore  or
hereafter  disclosed to Agent ("Confidential Information"), including,  but  not
limited  to, any data, information plans, programs, processes, costs, operations
or  the names of any tenants which may come within the knowledge of Agent in the
performance  of,  or  as  a result of, its services, except  where  required  by
judicial  or  administrative  order, or where  Owner  specifically  gives  Agent
written  authorization  to  disclose any of the  foregoing  to  others  or  such
disclosure as is required in the direct performance of Agent's duties hereunder.
If  Agent  is  required by a judicial or administrative order  to  disclose  any
Confidential Information, Agent will promptly notify Owner thereof, consult with
Owner  on the advisability of taking steps to resist or narrow such request  and
cooperate  with  Owner in any attempt it may make to obtain an  order  or  other
assurance  that  confidential  treatment will be accorded  to  the  Confidential
Information disclosed.

      2.9   If at any time there shall be insufficient funds available to  Agent
from  collections to pay any obligations of Owner required to be paid under this
Agreement, Agent shall promptly notify Owner and Agent shall not be obligated to
pay such obligations unless Owner furnishes Agent with funds therefor.

      2.10  Agent assumes no responsibility under this Agreement other  than  to
render the services called for hereunder in good faith, and Owner shall make  no
claim  against Agent on account of any alleged errors of judgment made  in  good
faith in connection with Agent's obligations hereunder and with the operation of
the Premises.  Agent shall not be liable to Owner or others except by reason  of
acts  constituting willful misfeasance or gross negligence on the part of Agent,
and  Owner agrees to indemnify, defend and hold harmless Agent and its  partners
(and  the  shareholders, trustees and officers thereof)and  employees  from  and
against  all  claims, actions, causes of action, costs and expenses  (including,
but  not  limited to, reasonable attorney's fees) directly or indirectly arising
from  the  claims  of any third party, except only those claims where  liability
arises  from  acts constituting willful misfeasance or gross negligence  on  the
part of Agent.

                                   ARTICLE III
                                        
                               OWNER'S AGREEMENTS
                                        
     3.1  Owner, at its option, may pay directly all taxes, special assessments,
ground  rents,  insurance premiums and mortgage payments.  If Owner  makes  such
election,  Agent shall advise Owner of the due dates of such taxes  assessments,
insurance premiums and mortgage payments.

      3.2   Owner  shall  bear  the cost of all premiums relating  to  insurance
procured  by Agent for Owner pursuant to Section 2.2 hereof.  Owner  shall  look
solely  to  such  insurance for indemnity against any  loss  or  damage  to  the
Premises  and shall obtain waivers of subrogation against the Agent  under  such
policies if available at no additional cost to Owner.

      3.3   Owner  agrees to indemnify and save harmless Agent and its  partners
(and  the  shareholders, trustees and officers thereof) and employees  from  and
against  all  claims,  losses and liabilities resulting  from:   (i)  damage  to
property or injury to, or death of, persons from any cause whatsoever when Agent
is  carrying out the provisions of this Agreement or acting under the  direction
of  Owner in or about the Premises; (ii) claims for defamation and false  arrest
when Agent is carrying out the provisions of this Agreement or acting under  the
direction  of  Owner; and (iii) claims occasioned by or in  connection  with  or
arising  out of acts or omissions, other than criminal acts, of the  Agent  when
Agent  is  carrying  out the provisions of this Agreement or  acting  under  the
direction  of  Owner  (except in cases of Agent's willful  misconduct  or  gross
negligence), and to defend or cause to be defended, at no expense  to  Agent  or
such  persons,  any claim, action or proceeding brought against  Agent  or  such
persons  or Agent and Owner, jointly or severally, arising out of the foregoing,
and  to  hold  Agent  and  such  persons harmless from  any  judgment,  loss  or
settlement on account thereof.

       Notwithstanding  the  foregoing,  Owner  shall  not  be  responsible  for
indemnifying or defending Agent or such persons in respect of any matter,  claim
or  liability  in  respect of which Agent is obligated  to  indemnify  Owner  as
provided in the following sentence.  Agent agrees to indemnify and save harmless
Owner  from and against all claims, losses and liabilities resulting from injury
to,  or death of, persons in or about the Premises or for deformation and  false
arrest  in  each  case caused in whole or in part by the willful misfeasance  or
gross  negligence  of Agent, and to defend, at no expense to Owner,  any  claim,
action  or  proceeding  brought against Owner or Owner  and  Agent,  jointly  or
severally,  arising out of the foregoing, and to hold Owner  harmless  from  any
judgments, loss or settlement on account thereof.

       Notwithstanding  the  foregoing,  Agent  shall  not  be  responsible  for
indemnifying  or  defending Owner in respect of any matter, claim  or  liability
which is covered by any public liability insurance policies carried by Owner and
under  which  Agent  is  named  as an additional insured.   The  indemnification
obligations  of  Owner and Agent under this Section 3.3 shall in  each  case  be
conditioned upon (a) prompt notice from the other party after such party  learns
of  any  claim  or basis therefor which is covered by such indemnity,  (b)  such
party's not taking any steps which would bar Owner or Agent, as the case may be,
from  obtaining recovery under applicable insurance policies or would  prejudice
the  defense  of  the  claim in question, and (c) such  party's  taking  of  all
necessary steps which if not taken would result in Owner or Agent, as  the  case
may be, being barred from obtaining recovery under applicable insurance policies
or would prejudice the defense of the claim in question.  The provisions of this
Section 3.3 shall survive the expiration or termination of this Agreement.

      3.4   Owner  shall  provide such office space on the Premises  as  may  be
necessary  for  Agent  to properly perform its functions under  this  Agreement.
Agent shall not be required to pay for utilities, telephone service or rent  for
the  office area on the Premises occupied by Agent.  Agent shall have the  right
to use the fixtures, furniture, furnishings and equipment, if any, which are the
property of Owner in said office space.  Owner shall also provide space  on  the
Premises  for  use as community rooms and information and service centers  where
the  use of such space is determined by Owner to be in the best interest of  the
Premises.   All  income derived from the utilization and/or  operation  of  such
community rooms and/or information or service centers shall belong to the  Owner
and all expenses relating thereto shall be borne by Owner.

      3.5   Except as otherwise provided in this Agreement, everything  done  by
Agent  in  the  performance  of its obligations under  this  Agreement  and  all
expenses  incurred pursuant hereto shall be for and on behalf of Owner  and  for
its  account.   Except as otherwise provided herein, all debts  and  liabilities
incurred  to  third parties in the ordinary course of business of  managing  the
Premises  as  provided herein are and shall be obligations of Owner,  and  Agent
shall  not  be  liable  for any such obligations by reason  of  its  management,
supervision or operation of the Premises for Owner.

                                   ARTICLE IV
                                        
                                  COMPENSATION
                                        
      4.1   In  addition to any other compensation provided to be paid to  Agent
under  this  Agreement,  Owner agrees to pay to Agent as  compensation  for  its
management  services hereunder, a fee at the rate specified in  paragraph  5  of
Exhibit A attached hereto.  Said fee shall be payable monthly no later than  the
twenty-fifth  (25th)  day of the following month, and  shall  be  based  on  the
following  components of income from the preceding calendar month determined  in
accordance  with  GAAP.   It  is understood that the  management  fee  shall  be
calculated  upon  the  following items:  (i) minimum rents  from  all  permanent
tenants  (anchor, mall shops, ground leases and all other tenants);  (ii)  Lease
buyout  income; (iii) Percentage rents in lieu of minimum rents; (iv) Percentage
rents;  (v) all cost recovery income (CAM, taxes, food court, security,  other);
(vi) income from all temporary tenants (initial term of one year or less); (vii)
income  from all promotional activity; (viii) miscellaneous mall income such  as
payphone commissions, stroller rentals, etc. and (ix) bad debts expense  related
to  any of the above revenue items.  The following items shall not be subject to
management  fees:  (i) business interruption insurance income;  (ii)  recoveries
from  insurance  companies for casualty and other losses;  (iii)  payments  from
tenants for leasehold improvements and related services provided by Agent;  (iv)
payments  from  tenants to Merchants' Associations or to  Marketing  Funds;  (v)
tenant security deposits; (vi) straight line rental income or losses, and  (vii)
operating covenant and amortization (classified as a reduction of minimum rent).
Agent  shall  withdraw said fee from the operating account for the Premises  and
shall account for same as provided for in Section 2.3 hereof.

      4.2  The following expenses or costs incurred by or on behalf of Agent  in
connection  with the management and leasing of the Premises shall  be  the  sole
cost and expense of Agent and shall not be reimbursable by Owner and Agent shall
indemnify Owner for such expenses and costs:

           (a)   cost  of  gross  salary  and wages, payroll  taxes,  insurance,
worker's  compensation,  pension benefits and  any  other  benefits  of  Agent's
employees, except that Owner will reimburse Agent for all costs of employees who
provide  either  full  or part time services on-site at  any  of  the  Premises.
Within the category of "on-site" personnel, Agent may include the pro-rata costs
for regional personnel performing required services at the Premises on a regular
basis (but which personnel may share time working at other properties managed by
Agent); provided, however, that the costs for any employees who are based at  or
work  from Agent's home office shall not be included, and provided further  that
the  pro-rata costs for any such regional personnel are included and  identified
as such within the annual operating budget as approved by Owner.

           (b)  general accounting and reporting services, as such services  are
considered to be within the reasonable scope of Agent's responsibility to Owner;

           (c)   costs  of  forms, stationery, ledgers, supplies, equipment  and
other "general overhead" items used in Agent's home office or regional offices;

           (d)   cost or pro rata cost of telephone and general office  expenses
incurred in the Premises by Agent for the operation and management of properties
not owned by Owner;

           (e)  cost of all bonuses, incentive compensation, profit sharing,  or
any pay advances by Agent to Agent's employees, except such costs pertaining  to
employees employed by Agent in accordance with Paragraph 2.1 (b) hereof;

           (f)   cost  attributable to losses arising from criminal acts,  gross
negligence or fraud on the part of Agent or Agent's associates or employees;

           (g)  cost for meals, travel and hotel accommodations for Agent's home
office  or regional office personnel who travel to and from the Premises, except
as provided in Section 2.6;

          (h)  cost of automobile purchase and/or rental, except if furnished or
approved by Owner;

           (i)   except  as  otherwise provided in Exhibit  A  attached  hereto,
expenses  incurred in connection with the leasing of the Premises, it  is  being
understood  and agreed, however, that Agent shall be reimbursed for  advertising
expenses incurred in connection with the leasing of the Premises;

           (j)   cost  of liability or other insurance carried by Agent,  except
costs  incurred  by Agent in satisfaction of its obligations under  Section  2.2
hereof; and

           (k)   cost  of  bonds purchased pursuant to Section  2.1(i)  of  this
Agreement.

                                    ARTICLE V
                                        
                         DURATION, TERMINATION, DEFAULT
                                        
     5.1  This Agreement shall become effective on the date hereof.

     5.2  Subject to earlier termination as hereinafter provided, this Agreement
shall  have  an  initial  term  ending on January 31,  1998.   Thereafter,  this
Agreement shall continue year-to-year on the same terms and conditions as herein
contained subject to being terminated by either Agent or Owner upon no less than
six  (6)  months  written  notice.  The Agent may not terminate  this  Agreement
except in the case of non-payment of management fees for a period of ninety (90)
days  after notice of such non-payment to Owner and Lender.  In addition, Lender
shall  have the right to terminate (or direct Owner to terminate, as applicable)
this  Agreement:   (i) upon the insolvency of Agent, (ii) the occurrence  of  an
Event  of Default (as defined in the Loan Documents), (iii) the failure  of  the
Premises to meet the Net Operating Income requirements  (as defined in the  Loan
Documents),  or  (iv)  pursuant to the provisions of the Manager's  Consent  and
Subordination of Management Agreement.

      5.3   It shall be an Event of Default under this Agreement on the part  of
Agent  if Agent shall default in any material respect in performing any  of  its
obligations under this Agreement and such default shall not be cured  within  30
days after written notice thereof is given by Owner to Agent (or, if the default
in  question  is  curable  but is of such nature that it  cannot  reasonably  be
completely  cured  within such 30-day period, if Agent does not  promptly  after
receiving such notice commence to cure such default and thereafter proceed  with
reasonable diligence to complete the curing thereof within 180 days after notice
is given by Owner to Agent).  If an Event of Default by Agent shall occur, Owner
shall  have  the  right to terminate this Agreement by written notice  given  to
Agent,  and  upon the giving of such notice this Agreement and the  term  hereof
shall terminate without any obligation on the part of Owner to make any payments
to Agent hereunder except as hereinafter provided.

      5.4   If  at  any  time during the term of this Agreement any  involuntary
petition  in  bankruptcy  or similar proceeding shall  be  filed  against  Agent
seeking its reorganization, liquidation or appointment of a receiver, trustee or
liquidator  for  it  or  for all or substantially all of its  assets,  and  such
petition shall not be dismissed within 90 days after the filing thereof,  or  if
Agent shall:

          (a)  apply for or consent in writing to the appointment of a receiver,
trustee or liquidator of all or substantially all of its assets;

           (b)  file a voluntary petition in bankruptcy or admit in writing  its
inability to pay its debts as they become due;

          (c)  make a general assignment for the benefit of creditors;

           (d)   file  a  petition  or an answer seeking  reorganization  or  an
arrangement with creditors or take advantage of any insolvency law; or

           (e)   file an answer admitting the material allegations of a petition
filed against it in any bankruptcy, reorganization or insolvency proceedings;

then  upon the occurrence of any such event, Owner, at its option, may terminate
this  Agreement  by written notice given to Agent, and upon the giving  of  such
notice this Agreement and the term hereof shall terminate without any obligation
on  the  part  of  Owner  to  make any payments to  Agent  hereunder  except  as
hereinafter provided.

      5.5  Owner shall have the additional right to terminate this Agreement  on
at  least  10  days'  written notice to Agent, if Agent  without  Owner's  prior
written  consent  shall  assign or attempt to assign its rights  or  obligations
under this Agreement or subcontract (except for normal service agreements or  as
otherwise  specified in this Agreement) any of the services to be  performed  by
Agent.   Owner shall also have the right to terminate this Agreement as  to  any
property  included  within the Premises on at least 10 days' written  notice  to
Agent if (a) such property shall be damaged or destroyed to the extent of 25% or
more  by  fire or other casualty and Owner elects not to restore or repair  such
property or (b) there shall be a condemnation or deed in lieu thereof of 25%  or
more of such property.

      5.6   Agent  acknowledges and agrees that Owner shall have  the  right  to
subordinate and/or assign this agreement in connection with the Loan  Documents.
Agent  further  agrees to execute such further instruments as  Owner  or  Lender
deems  necessary to effectuate such subordination, provided that  in  the  event
Lender  becomes  entitled to possession of the Premises,  the  Lender  shall  be
entitled, at its option,  to retain Agent to manage the Premises, in which  case
the   Agent  shall be entitled to the compensation set forth in  this  Agreement
during all periods in which Agent is providing services to the Premises for  the
Lender.   Moreover,  notwithstanding anything to the contrary contained  herein,
for so long as any amounts remain outstanding under the Loan Documents, (i) this
Agreement  and  all  fees payable by Owner hereunder shall  be  subject  to  and
subordinate  to  any  mortgage liens on the Premises  established  by  the  Loan
Documents and (ii) Agent shall comply with any and all applicable provisions  of
the  Loan  Documents and in the event there is a conflict between the  terms  of
this  Agreement  and the terms of the Loan Documents, the Loan  Documents  shall
control.

      5.7  Upon any termination of this Agreement pursuant to the provisions  of
this  Article  V, Owner shall remain obligated to pay to Agent  fees  and  other
amounts due to Agent hereunder which accrued prior to the effective date of such
termination.   Nothing contained in this Section 5.7 shall be deemed  to  waive,
affect  or impair (a) Owner's rights to seek recourse against Agent for  damages
or  other  relief  in  the event of the termination of this Agreement  by  Owner
pursuant  to  Section  5.3, 5.4 or 5.5 hereof, and (b)  Agent's  right  to  seek
recourse  against  Owner  for  damages or other  relief  in  the  event  of  the
termination of this Agreement by Agent pursuant to Section 5.2 hereof.

      5.8   Upon the expiration or earlier termination of this Agreement,  Agent
shall  forthwith  surrender  and deliver to Owner  any  space  in  the  Premises
occupied  by  Agent and shall make delivery to Owner or to Owner's  designee  or
agent, at Agent's home or regional offices or at its offices at the Premises, of
the following:

           (a)   a  final accounting, reflecting the balance of income from  and
expenses  of  the Premises as at the date of expiration or termination  of  this
Agreement;

           (b)   any funds of Owner or tenant security or advance rent deposits,
or both, held by agent with respect to the Premises; and

           (c)  all Confidential Information (in whatever medium stored) and all
other records, contracts, leases, ground leases, reciprocal easement agreements,
receipts  for  deposits, unpaid bills, lease summaries,  canceled  checks,  bank
statements,  paid  bills and all other records, papers  and  documents  and  any
microfilm  and/or  computer disk of any of the foregoing  which  relate  to  the
Premises  and  the operation, maintenance, management and leasing  thereof;  all
such data, information and documents being at all times the property of Owner.

      In  addition, Agent shall furnish all such information and take  all  such
action as Owner shall reasonably require to effectuate an orderly and systematic
termination of Agent's duties and activities under this Agreement.

      5.9  This Agreement shall terminate at the election of Owner as to any  of
the  properties set forth in Exhibit A upon thirty (30) days written  notice  to
the  Agent if such properties are sold by Owner to a non-affiliated third  party
purchaser  or  (unless the Lender shall otherwise notify the Agent  in  writing)
automatically  if such properties were acquired  on foreclosure  of  a  mortgage
encumbering all or a portion of the Premises.  In the event such properties  are
sold  by  Owner to a non-affiliated third party purchaser and this Agreement  is
not  thereby  terminated by Owner, the Agent shall have the right  to  terminate
this  Agreement as to such properties upon sixty (60) days prior written  notice
which  notice must be given within ninety (90) days after the date of such  sale
is  consummated.   If such properties are sold, Agent will not  be  entitled  to
sales  commission  unless the Agent has been retained by  Owner  pursuant  to  a
separate commission arrangement.  This Agreement shall remain in full force  and
effect as to all properties not terminated pursuant to this Section 5.9.

      5.10  The  provisions of this Article V shall survive  the  expiration  or
termination of this Agreement.
                                        
                                   ARTICLE VI
                                        
                                   ASSIGNMENT
                                        
      6.1  Agent, except for a transfer to a "Permissible Transferee", shall not
assign its rights or obligations under this Agreement, either directly or  by  a
transfer  of  shares of beneficial interest or voting control either voluntarily
or  by  operation  of law.  Any change other than to a "Permissible  Transferee"
shall  constitute  a breach of this Agreement by Agent and Owner  may  terminate
this  Agreement in accordance with Section 5.5  A "Permissible Transferee" shall
mean  any corporation, partnership, trust or other entity, more than 50% of  the
outstanding  stock  of which, or more than 50% interest in which,  is  owned  or
controlled by Agent.

      6.2   In  the event of a sale or conveyance of any of the Premises,  Owner
shall  have  the  right to cancel or assign this Agreement and  its  rights  and
obligations  hereunder to any person or entity to whom or which Owner  sells  or
conveys  such  property  or properties.  Upon such assignment,  Owner  shall  be
relieved  of its obligations under this Agreement with respect to such  property
or  properties that accrue from and after the date of such assignment,  provided
that the assignee shall assume the obligations of Owner under this Agreement and
shall  agree to perform and be bound by all of the terms and provisions  hereof,
effective  from  and after the date of such assignment and an executed  copy  of
such  assumption  agreement shall be delivered to Agent.   Agent  shall  not  be
entitled to a "termination fee" in connection with an assignment or cancellation
as  set  forth in this Section 6.2, but otherwise shall be entitled  to  collect
from  Owner  such  fees  and expenses, including termination  and/or  relocation
expenses of Agent's full-time employees, if any, as Agent has earned pursuant to
this Agreement prior to the date of such assignment or cancellation.

                                   ARTICLE VII
                                        
                                  MISCELLANEOUS
                                        
      7.1   Owner's  representative ("Owner's Representative"), whose  name  and
address is set forth in paragraph 2 of Exhibit A attached hereto, shall  be  the
duly authorized representative of Owner for the purpose of this Agreement.   Any
statement,  notice, recommendation, request, demand, consent or  approval  under
this  Agreement shall be in writing and shall be deemed given by Owner when made
or  given  by  Owner's  Representative or any officer  of  Owner  and  delivered
personally to an officer of Agent or mailed, addressed to Agent, at his  address
first  above  set forth.  Either party may, by notice to the other, designate  a
different address for the receipt of the aforementioned communications and Owner
may,  by  notice  to  Agent, from time to time, designate  a  different  Owner's
Representative  to  act  as such.  All communications mailed  by  one  party  to
another  shall  be  sent by first class mail, postage prepaid  or  Express  Mail
Service, or other commercial overnight delivery service, except that notices  of
default shall be sent by registered or certified mail, return receipt requested,
postage  prepaid,  Express Mail Service or other commercial  overnight  delivery
service with receipt acknowledged in writing.  Communications so mailed shall be
deemed  given or served on the date mailed.  Notwithstanding the foregoing,  any
notices,  requests,  consents, approvals and other  communications,  other  than
notices  of  default  or approvals of annual budgets, and other  communications,
approvals  or  agreements  which are required by  the  express  terms  of  other
provisions  of  this  Agreement to be in writing,  may  be  given  by  telegram,
telephonic  communication or orally in person.  Agent and Owner shall furnish to
the  other  the names and telephone numbers of one or more persons  who  can  be
reached  at  any  time during the term of this Agreement  in  the  event  of  an
emergency.

     7.2  Agent shall, at its own expense, qualify to do business and obtain and
maintain  such licenses as may be required for the performance by Agent  of  its
services.

      7.3  Each provision of this Agreement is intended to be severable.  If any
term   or  provision  hereof  shall  be  determined  by  a  court  of  competent
jurisdiction to be illegal or invalid for any reason whatsoever, such  provision
shall  be severed from this Agreement and shall not affect the validity  of  the
remainder of this Agreement.

      7.4   In the event either of the parties hereto shall institute any action
or   proceeding  against  the  other  party  relating  to  this  Agreement,  the
unsuccessful  party in such action or proceeding shall reimburse the  successful
party  for  its  disbursements  incurred in connection  therewith  and  for  its
reasonable attorney's fees as fixed by the court.

     7.5  No consent or waiver, express or implied, by either party hereto or of
any  breach or default by the other party in the performance by the other of its
obligations hereunder shall be valid unless in writing, and no such  consent  or
waiver shall be deemed or construed to be a consent or waiver to or of any other
breach  or  default in the performance by such other party of the  same  or  any
other  obligations of such party hereunder.  Failure on the part of either party
to  complain  of any act or failure to act of the other party or to declare  the
other  party in default, irrespective of how long such failure continues,  shall
not constitute a waiver by such party of its rights hereunder.  The granting  of
any  consent or approval in any one instance by or on behalf of Owner shall  not
be  construed  to  waive  or limit the need for such consent  in  any  other  or
subsequent instance.

      7.6  The venue of any action or proceeding brought by either party against
the  other arising out of this Agreement shall be in the state or federal courts
of the Commonwealth of Pennsylvania.

      7.7   This Agreement may not be changed or modified except by an agreement
in  writing  executed  by each of the parties hereto and  consented  to  by  the
Lender.   This  Agreement constitutes all of the understandings  and  agreements
between the parties in connection with the agency herein created.

      7.8  This Agreement shall be binding upon and inure to the benefit of  the
parties  hereto and their permitted successors and assigns, but shall not  inure
to the benefit of, or be enforceable by, any other person or entity.

     7.9  Nothing contained in this Agreement shall be construed as making Owner
and  gent partners or joint ventures or as making either of such parties  liable
for  the  debts  or  obligations of the other, except as in  this  Agreement  is
expressly provided.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

                    CROWN  AMERICAN WL  ASSOCIATES, L.P.
                              (Owner)
                    BY: CROWN AMERICAN WL ASSOCIATES, as sole
                         general partner

                    By   /s/ Terry L. Stevens
                         Name:     Terry L. Stevens
                         Title:    Sr. Vice President  - Finance
                                   Chief Accounting Officer


                    CROWN AMERICAN PROPERTIES, L.P.
                         (Agent)
                    BY: CROWN AMERICAN REALTY TRUST,
                    as sole general partner


                    By:  /s/ Ronald P. Rusinak
                         Name:     Ronald P. Rusinak
                         Title:    Vice President

                                    EXHIBIT A
                                        
                                        
                                        

1.   Premises (1.1):

     a.   Wyoming Valley Mall
          Wilkes-Barre, Pennsylvania;

     b.   Logan Valley Mall
          Altoona, Pennsylvania.

2.   Name and Address of Owner's Representative (7.1):

     Frank J. Pasquerilla
     Pasquerilla Plaza
     Johnstown, PA  15907.

3.   Limit of amount authorized for non-emergency purchases and repairs (2.1(a)
     and (c)):
     
     $50,000.00.

4.   Name of Banks (2.1(g)):

     PNC Bank, N.A.


5.   Management Fees (4.1):

     Owner agrees to pay Agent as compensation for its management services
     hereunder  an  amount equal to 5% of the amounts set forth in Section  4.1.
     Such management fee shall be payable monthly based on the income earned for
     the  categories described in Section 4.1, computed in accordance with GAAP.
     Agent  shall  be  entitled to receive the management fee on  the  pro  rata
     portion of percentage rents received by Owner after the termination of this
     Agreement but applicable to time periods prior to the termination  of  this
     Agreement based upon the actual number of days lapsed divided by 365.
6.   Legal and Tenant Coordination Expenses:

     Owner agrees to pay Agent, to defray in-house legal expenses and tenant
     coordination  expenses (a) with respect to each new lease  and  each  lease
     renewal  of  mall  shops and free-standing buildings (other  than  a  lease
     renewal or extension resulting from the exercise of an option contained  in
     such lease), an amount equal to  the Agent's actual costs of providing such
     services,  limited  however to the annual amount which  is  capitalized  as
     tenant allowance costs under the Owner's customary accounting practices  as
     Agent and Owner shall mutually agree and as recorded in the Owner's audited
     annual financial statements.  Such fees shall be payable monthly in arrears
     using  estimated fees per square foot, based on the estimated  annual  fee;
     the  monthly  estimated  fees shall be adjusted to a  final  actual  amount
     within  90  days after the Owner's fiscal year end.  Agent and Owner  shall
     use  their  best  efforts to estimate the monthly fee per square  foot  and
     shall  adjust  the amount periodically during the year as  mutually  agreed
     upon.

7.   Leasing and Land Sale Fees:

     (i)  Leasing Commission:

          Agent shall be entitled to commissions for leases secured, in addition
     to  other fees and compensation provided in this Agreement,  equal to  the
     Agent's  actual  costs of providing leasing services related  to  permanent
     leases  (those with an initial term in excess of one year), limited however
     to  the  aggregate  amount which is capitalized as lease acquisition  costs
     under  the Owner's customary accounting practices as Agent and Owner  shall
     mutually  agree  and  as recorded in the Owner's audited  annual  financial
     statements.  Such fees shall be payable monthly in arrears using  estimated
     fees  per  square  foot,  based on the estimated annual  fee;  the  monthly
     estimated  fees shall be adjusted to a final actual amount within  90  days
     after  the  Owner's fiscal year end.  Agent and Owner shall use their  best
     efforts  to  estimate the monthly fee per square foot and shall adjust  the
     amount periodically during the year as mutually agreed upon.

          (ii) Brokerage Commissions:

            Owner  and  Agent  acknowledge  that  some  leasing  and  land  sale
     transactions will involve the use of an independent real estate  broker  or
     real estate sales agent, who will be paid a commission for introducing  and
     bringing  a  prospective tenant or purchaser to the  Premises.   Agent  may
     utilize  brokers in connection with carrying out its leasing and land  sale
     activities,  and  shall  be  reimbursed by Owner  for  the  cost  of  those
     Brokerage Commissions in the following circumstances:

          (a)  Agent was required to recognize the broker or sales agent as the
               representative of the prospective tenant or purchaser and was not
               allowed or permitted the opportunity to contact or negotiate with
               the tenant or purchaser except through the broker or sales agent,
               and this fact was disclosed to Owner.

          (b)  Agent disclosed to Owner the existence of the broker or sales
               agent  and the brokerage fee at the time the proposed leasing  or
               land sale  transaction was submitted to Owner for approval.
               
Except  as provided in (a) and (b) above, Agent shall assume the sole  cost  and
responsibility for broker commissions.

     (iii)     Land Sale Commission:

           For services provided pursuant to Section 2.7(e), Owner shall pay the
     Agent  a  sales commission equal to fifteen percent (15%) of  the  adjusted
     sales  price ("Sales Commission"), as compensation for overhead  associated
     with  the  services  of certain employees of Agent.  For  purposes  of  the
     foregoing  "adjusted sales price" shall mean the gross proceeds payable  to
     Owner  less  reasonable and necessary development costs paid  by  Owner  in
     connection with the transfer.  One-half (1/2) of the Sales Commission shall
     be  due  and  payable to Agent at the time a mutually binding Agreement  of
     Sale  with  respect  to  any  Sale Property  is  fully-executed,  with  the
     computation  of  such amount being based on the gross proceeds  payable  to
     Owner.   The balance of the Sales Commission shall be paid to Agent at  the
     time of closing of any such sale.

     8.   Excluded Services:

     Notwithstanding anything to the contrary contained herein, the parties
     acknowledge  that it is not within the contemplation of this  Agreement  or
     the  fee structure included herein that the Agent perform any services with
     respect  to the following:  any "due diligence" or similar efforts relating
     to  any  financing,  refinancing or sale or disposition  of  the  Premises;
     zoning  compliance  of  the Premises; performing or supervising  (including
     tenant   room  build-outs  or  remodeling)  any  extensive  alteration   or
     renovation to the Premises; asbestos and/or other environmental studies and
     any  related  abatement or remediation activities for any tenant  premises,
     site  acquisitions of additional ground for the expansion of the  Premises;
     reconstruction  after  casualty or condemnation;  leasing,  management,  or
     construction  relating  to  any proposed or implemented  expansion  of  the
     Premises  or work generally classified as "development" work in  connection
     with  the  same; renewals or renegation of leases or other agreements  with
     department  stores  if  such  involves substantial  changes  from  existing
     documents  (including,  without  limitation,  negotiation  of  new  leases,
     renewal  leases,  operating  covenants,  renovation  provisions,  expansion
     rights,  and like matters); or replacement of department stores  tenancies.
     Owner  shall  reimburse Agent for all such services rendered equal  to  the
     Agent's  actual  costs of providing such services, limited however  to  the
     annual  amount  which  is capitalized as tenant allowance  or  construction
     costs  under the Owner's customary accounting practices as Agent and  Owner
     shall  mutually  agree  and  as  recorded in  the  Owner's  audited  annual
     financial statements.  Such fees shall be payable monthly in arrears  using
     estimated  based  on the estimated annual fee; the monthly  estimated  fees
     shall be adjusted to a final actual amount within 90 days after the Owner's
     fiscal  year end.  Agent and Owner shall use their best efforts to estimate
     the  monthly fees and shall adjust the amount periodically during the  year
     as mutually agreed upon.

9.   Other Requested Services:

     If  Owner  requests  Agent  to provide its own  personnel  for  non-routine
     services which  Agent  is not obligated elsewhere in this Agreement to 
     perform  the compensation  for which is not provided for hereinabove,
     unless  Owner  and Agent  otherwise agree to an acceptable fee for such 
     services, Owner  shall pay  Agent an amount equal to two and one-half
     (2 1/2) times the actual base cost  of  Agent's departmental personnel, as 
     computed by Agent,  for  their time involved in performing such requested
     services, plus reimbursement for any  out-of-pocket  costs  incurred
     incident to furnishing  such  requested services.   Owner  and Agent shall
     agree in advance as to the  hourly  base  cost  to  be  applicable for the
     specific services to  be  provided.   Such  amount  or amounts shall be
     payable to Agent  monthly within ten (10)  days  after  Owner's receipt of
     Agent's statement setting for the amount  payable to Agent.
                     
                                    EXHIBIT B
                                        
INTENTIONALLY OMITTED


                                    EXHIBIT C
                                        
                               Leasing Guidelines
                                        
                                        
                                        
                                        
      Agent  shall  use a form or forms of lease; or with respect  to  temporary
tenants  and/or  short term promotional activities, a form or forms  of  license
agreement,   which have been prepared and submitted to Owner for  Owner's  prior
review and approval.  Agent will negotiate and make modifications to such  forms
as  directed by Owner, or as necessary or appropriate with respect to the  needs
of the particular transactions, utilizing methods and techniques consistent with
prevailing practices employed in management and leasing of shopping centers.

      For  all  agreements, excepting license agreements for  temporary  tenants
and/or  for  short  term  promotion activities,  all   essential  financial  and
business  terms and provisions of the lease or agreement, including construction
and  improvements  of  the leasehold, shall be presented for  Owner's  approval.
Tenant-signed  leases presented by Agent for Owner's review and execution  shall
be  consistent with such terms and conditions previously approved by  Owner,  or
with  such deviations or modifications identified for Owner's review.  Execution
of  tenant-signed leases that are presented by Agent for Owner's signature  will
acknowledge Owner's approval of the lease, its form, its terms and provisions.

      No  lease or other agreement shall be entered into, modified, canceled  or
extended  if  the  consent of any mortgagee or ground lessor is required  unless
such  consent  has  been  obtained.  Agent will notify  Owner  when  consent  is
required.


EXHIBIT 10.5 (i)

                        REAL ESTATE MANAGEMENT AGREEMENT
                                        
                                        
      THIS  AGREEMENT, made as of the 18th day of November, 1997,  between CROWN
AMERICAN  ACQUISITION  ASSOCIATES I, L.P., a Pennsylvania  limited  partnership,
having its principal address at Pasquerilla Plaza, Johnstown, Pennsylvania 15907
("Owner"),  and CROWN AMERICAN PROPERTIES, L.P., a Delaware limited partnership,
having  its  principal  address  at Pasquerilla Plaza,  Johnstown,  Pennsylvania
15907 ("Agent").

                               W I T N E S S E T H
                                        
     In consideration of the mutual Covenants herein contained, and intending to
be legally bound, the parties hereto agree as follows:

                                    ARTICLE I
                                        
                       APPOINTMENT AND AUTHORITY OF AGENT
                                        
     1.1  Owner owns leasehold interests in certain retail properties identified
on  Exhibit  A  attached hereto and made a part hereof (the "Premises").   Owner
hereby  appoints  Agent  as the exclusive managing and  renting  agent  for  the
Premises,  and hereby authorizes Agent to exercise such powers with  respect  to
the  Premises  as  may  be necessary for the performance of Agent's  obligations
under Article II, and Agent accepts such appointment on the terms and conditions
hereinafter set forth for the term as provided in Article V.  Agent  shall  have
no right or authority, express or implied, to commit or otherwise obligate Owner
in  any manner whatsoever except to the extent specifically provided herein  and
agrees that it shall not hold itself out as having authority to act on behalf of
Owner  in any manner which is beyond the scope of authority granted to Agent  in
this Agreement.

                                   ARTICLE II
                                        
                                AGENT'S AGREEMENT
                                        
      2.1   Agent,  on  behalf  of  Owner,  shall  implement,  or  cause  to  be
implemented,  the  decisions of Owner and shall conduct the ordinary  and  usual
business affairs of Owner with respect to the management, operation and  leasing
of the Premises as provided in this Agreement.  Agent shall at all times conform
to  the  policies  and programs established by Owner and the  scope  of  Agent's
authority  shall be limited to said policies.  Agent shall act  in  a  fiduciary
capacity with respect to the cash and cash equivalent assets of Owner which  are
within  the custody or control of Agent.  Agent shall deal at arm's length  with
all  parties  and shall serve Owner's interests at all times.  All  undertakings
incurred by Agent on behalf of Owner in accordance with this Agreement shall  be
at  the  cost and expense of Owner unless otherwise provided for herein.   Agent
agrees  to use its best efforts in the management and operation of the Premises.
Agent  shall perform the following duties in connection with the management  and
operation of the Premises:

           (a)   Contract,  for  periods not longer than  the  term  of  Owner's
leasehold  estate,  in the name of Owner, for gas, electricity, water  and  such
other  services  as  are  currently being furnished to  the  Premises.   Service
contracts shall be written to include a provision allowing termination by  Owner
upon  30 days' notice wherever possible.  All service contracts, including those
in  effect  at the date hereof in respect of the Premises, including  the  terms
thereof (with cancellation right, if any), the services provided thereunder  and
the charges called for thereby, should be detailed in the annual budget package.
No  such contract, other than for utilities, including water, which involves  an
expenditure  in  excess  of the amount set forth in paragraph  3  of  Exhibit  A
attached  hereto  shall hereinafter be entered into by Agent without  the  prior
approval of Owner.  Agent shall also perform the obligations of the Owner  under
any utility service agreement and any reciprocal easement agreements.

           (b)   Select,  employ,  pay,  supervise,  direct  and  discharge  all
employees  necessary for the proper, safe and economic operation and maintenance
of  the  Premises, in number and at wages in accordance with industry  practices
and the annual budget, carry Worker's Compensation Insurance (and, when required
by   law,  compulsory  Non-Occupational  Disability  Insurance)  covering   such
employees,  and use reasonable care in the selection, discharge, and supervision
of  such  employees.   Agent  will keep bi-weekly time  sheets  which  shall  be
available for inspection by Owner.  Agent shall prepare or cause to be  prepared
and  timely  filed  and  paid,  all necessary returns,  forms  and  payments  in
connection  with  unemployment insurance, medical and life  insurance  policies,
pensions, withholding and social security taxes and all other taxes relating  to
said employees which are imposed on employees by any federal, state or municipal
authority.   Agent  shall also provide usual management services  in  connection
with  labor relations and shall prepare, maintain and file all necessary reports
with  respect to the Fair Labor Standards Act and all other required  statements
and  reports pertaining to employees at the Premises.  Agent shall use its  best
efforts  to  comply  with  all laws and regulations  and  collective  bargaining
agreements,  if any, affecting such employment.  Owner shall have the  right  to
review  and  approve  all  collective bargaining  agreements  which  affect  the
Premises  prior to their implementation or acceptance by Agent.  Agent  will  be
and  will  continue  throughout  the term of  this  Agreement  to  be  an  equal
opportunity employer.  All persons employed in connection with the operation and
maintenance  of  the  Premises  shall be employees  of  Agent  or  employees  of
contractors approved by Owner to provide contract services to the Premises.

           (c)   Keep  the  Premises  in  a safe, clean,  rentable  and  sightly
condition and make and contract for all repairs, alterations, replacements,  and
installations,  do  all  decorating and landscaping, and purchase  all  supplies
necessary for the proper operation and maintenance of the Premises and  for  the
fulfillment of Owner's obligations under any lease, operating agreement or other
agreement  or  compliance  with  all governmental  and  insurance  requirements,
provided  that, except as provided in Section 2.5 hereof, Agent shall  not  make
any  purchase or do any work, the cost of which shall exceed the approved budget
or  the  amount  set forth in paragraph 3 of Exhibit A attached hereto,  without
obtaining  in each instance the prior approval of Owner, except in circumstances
which Agent shall deem to constitute an emergency requiring immediate action for
the  protection of the Premises or of tenants or other persons or to  avoid  the
suspension  of  necessary services or in order to cure any  violation  or  other
condition  which  would subject Owner or Agent to any criminal  penalty  or  any
civil fine in excess of $5,000.00.  Agent shall notify Owner immediately of  the
necessity for, the nature of, and the cost of, any such emergency repairs or any
action  to cure any such violation or other condition.  Agent shall arrange  for
and  supervise, on behalf of Owner, the performance of all alterations and other
work to prepare or alter space in the Premises for occupancy by tenants thereof.
If  Owner  shall  require,  Agent  shall  submit  a   list  of  contractors  and
subcontractors performing tenant work, repairs, alterations or services  at  the
Premises under Agent's direction.

      It  is understood that Agent shall not be required to undertake the making
or  supervision of extensive reconstruction of the Premises or any part  thereof
except after written agreement by the parties hereto as to any additional fee to
be paid for such services.

      Owner shall receive the benefit of all discounts and rebates obtainable by
Agent  in its operation of the Premises.  When requested by Owner, Agent  agrees
to  obtain competitive bids for the performance of any work at the Premises,  to
furnish  copies  of  such bids to Owner and to accept  such  bid  as  Owner  may
direct.

      If  Agent  desires to contract for repair, construction or  other  service
described in this paragraph (c) (other than work done at the request of a tenant
and  at  the tenant's sole cost and expense, hereinafter referred to as  "Tenant
Work")  with a party with respect to which any partner or shareholder  of  Agent
holds  a  beneficial  interest,  or with any subsidiary,  affiliate  or  related
corporation in which Agent shall have a financial interest, such interest  shall
be  disclosed to, and approved by, Owner before such services are procured.  The
cost   of   any   such   services  shall  likewise  be  at  competitive   rates,
notwithstanding that tenants of the Premises may be required to pay such  costs.
Agent,  or  a  general  contractor working under the  supervision  of  Agent  is
authorized  to make and install Tenant Work, Agent may collect from such  tenant
or  such  general  contractor, for its sole account, its charge for  supervisory
overhead  on  all  such Tenant Work.  Agent shall hold Owner harmless  from  any
claims  which may be advanced by any such tenant in connection with Tenant  Work
performed  by  Agent  or under Agent's supervision.  Agent, however,  shall  not
require   any  tenant  to  use  Agent,  its  subsidiary,  affiliate  or  related
corporation as its general contractor to perform such Tenant Work.

           (d)  Handle promptly complaints and requests from tenants and parties
to  reciprocal easement and/or operating agreements, notify Owner of  any  major
complaint  made by any such tenant or party and notify owner promptly  (together
with  copies  of  supporting documentation) of: the receipt  of  any  notice  of
violation of any governmental requirements; any known orders or requirements  of
insurers, insurance rating organizations, Board of Fire Underwriters or  similar
bodies; any known defect in the Premises; any known fire or other damage to  the
Premises,  and, in the case of any serious fire or other serious damage  to  the
Premises,  Agent  also  shall immediately provide telephone  notice  thereof  to
Owner's  General Insurance Office, so that an insurance adjuster  can  view  the
damage  before  repairs  are  started, and complete customary  loss  reports  in
connection with fire or other damage to the Premises.

           (e)   Notify  Owner's General Liability Insurance carrier  and  Owner
promptly  of any personal injury or property damage known to Agent occurring  to
or  claimed by any tenant or third party on or with respect to the Premises  and
promptly  forward  to  the  carrier, completed  insurance  forms,  any  summons,
subpoena,  or other like legal document served upon Agent relating to actual  or
alleged  potential liability of Owner, Agent, or the Premises,  with  copies  to
Owner of all such documents.

           (f)  Advise Owner of those exceptions in leases, operating agreements
and  other agreements executed on or after the date hereof in which the  tenants
or  parties to such agreements do not agree to hold Owner harmless with  respect
to liability from any accidents.

           (g)   At  the option of Owner, or as otherwise provided in  the  Loan
Documents, as hereinafter defined, receive and collect rent and all other monies
payable  to Owner by all tenants and licensees in the Premises and by all  other
parties  including department stores under ground leases and reciprocal easement
agreements  and  tenants  under  leases  of  free-standing  stores.    In   this
connection,  Agent shall calculate all amounts due to Owner from  such  tenants,
licensees  and  other  parties, including annual or periodic  adjustments  where
applicable, and shall, when appropriate, submit statements or invoices  to  such
tenants,  licensees and parties.  Agent shall deposit the same promptly  in  the
bank  named  on Exhibit A attached hereto (the "Bank") in an account with  title
including  a distinctive portion of Agent's name and such designation  as  Owner
may  direct  (the  "Bank Account"), which account shall be used exclusively  for
such  funds.   Owner's representative will be a signatory on all  bank  accounts
maintained by Agent and such representative's signature shall be required on all
checks  in excess of $50,000 and for withdrawals in excess of $1,000,000 in  any
month.   All  amounts received by Agent for or on behalf of Owner shall  be  and
remain  the property of Owner.  Checks may be drawn on the above-mentioned  bank
account only for purposes authorized under this Agreement.  No funds of Agent or
others  shall be commingled with funds in any such bank account.  Owner has  the
right to control the types of cash management accounts and dictate the specifics
of said accounts with respect to disbursement and management of funds.

          (h)  Serve notice of default upon tenants of space in the Premises and
other parties which are in default in performing obligations under their leases,
reciprocal   easement  agreements  or  other  agreements,   with   copies   sent
simultaneously to Owner, and attempt to cause such defaults to be cured  by  the
defaulting tenant or other party.  Agent shall, subject to Owner's consent  with
respect  to  any  tenant  who occupies more than 1,000  square  feet,  utilizing
counsel  theretofore approved by Owner, institute all necessary legal action  or
proceedings for the collection of rent or other income from the Premises or  the
ousting  or  dispossessing of tenants or other persons therefrom and  all  other
matters  requiring  legal attention.  Agent agrees to use its  best  efforts  to
collect  rent  and other charges from tenants in a timely manner and  to  pursue
Owner's legal remedies for nonpayment of same.  Agent shall not terminate tenant
leases  in  the Premises without Owner's consent.  Owner reserves the  right  to
designate  or  approve  counsel  and  to control  litigation  of  any  character
affecting or arising out of the operation of the Premises and the settlement  of
such litigation.

           (i)   Bond  Agent and all of Agent's employees who may handle  or  be
responsible  for  monies  or property of Owner with  a  "comprehensive  3-D"  or
"Commercial Blanket" bond, in an amount of $500,000.00.

           (j)   Notify Owner immediately of any known fire, accident  or  other
casualty,  condemnation  proceedings,  rezoning  or  other  governmental  order,
lawsuit or threat thereof involving the Premises; and the receipt of any  notice
of  violations  relative  to the leasing, use, repair  and  maintenance  of  the
Premises  under  governmental  laws,  rules,  regulations,  ordinances  or  like
provisions.

           (k)   If  Owner  so directs, make timely payment of real  estate  and
personal  property taxes and assessments levied or assessed against the Premises
or  personal property used in connection therewith and any other charge that may
become a lien against the Premises.  Owner may direct that payment of such taxes
and  assessments either be made to the taxing authority or to  a mortgage lender
holding  an  escrow account for such items.  Agent shall participate in  Owner's
tax review program and check tax assessments and, when so requested, Agent shall
assist  Owner in its efforts to reduce such taxes.  Agent shall promptly furnish
Owner with copies of all assessment notices and receipt tax bills.

           (l)   Promptly comply with  all present and future laws,  ordinances,
orders,  rules,  regulations and requirements of all Federal,  state  and  local
governments, courts, departments, commissions, boards and offices, any  national
or  local  Board  of  Fire  Underwriters or Insurance  Services  offices  having
jurisdiction, or any other body exercising functions similar to those of any  of
the foregoing ("Legal Requirements") which may be applicable to the Premises  or
any  part  thereof  or  to  the leasing, use, repair, operation  and  management
thereof,  but only to the extent that such compliance is reasonably  capable  of
being  carried out by Agent and Agent has available the necessary funds therefor
from  collections or advances by Owner.  Agent shall give prompt notice to Owner
of  any  known violation or the receipt of notice of alleged violation  of  such
laws and Agent shall not bear responsibility for failure of the Premises or  the
operation  thereof  to comply with such laws unless Agent  has  committed  gross
negligence  or  a willful act of omission in the performance of its  obligations
under this Agreement or in the performance of any other duties owed to Owner  or
third parties by Agent.  As and when directed by Owner, Agent shall institute in
its  name,  or in the name of Owner using counsel selected by Owner, appropriate
actions  or  proceedings to contest any such law, ordinance,  rule,  regulation,
order, determination or requirement.

          (m)  Promote the Premises and participate as Owner's representative in
any  Merchant's  Associations  or Promotional Organizations  (collectively,  the
"Promotional Organizations") established to promote the Premises.

           (n)   Consent to and approve tenant alteration work and installations
which are performed by tenants of space in the Premises and are provided for  in
the  leases  of  such  tenants and are within such  tenant's  space.   Agent  is
authorized to approve tenant alteration work and installations not provided  for
in  leases if (i) such alteration work and installations are made solely at  the
expense  of the tenant, and (ii) such alteration work and installations  do  not
affect  the  structural  integrity  or facade  of  any  building.   Agent  shall
periodically   monitor  the  progress  of  any  tenant   alteration   work   and
installations  to confirm that the work is being done in a good and  workmanlike
manner  and in substantial conformity with any plans and specifications approved
by  Owner  or  Agent,  and  shall notify Owner of any material  deficiencies  or
material variations from the approved plans and specifications.

           (o)   Provide, upon Owner's request in accordance with the provisions
of  Section 10 and Section 11 of Exhibit A, general contracting and construction
management services ("Development Services") and consultation to Owner  for  the
Premises,  which shall include, without limitation, the management,  supervision
and  administration  of,  and provisions for services  for  the  improvement  or
expansion  (and  in the event of damage or condemnation, the reconstruction)  of
the  Premises, including advice, expertise and support of Agent provided  and/or
retained  and/or  coordinated  by home office and on-site  personnel  including,
without  limitation,  executive  personnel, design  and  engineering  personnel,
clerical personnel, legal and accounting personnel.  Such personnel will perform
consultation and various functions involved with Development Services including,
without   limitation,   the   following:    design,   planning,   architectural,
engineering,  acquisition and negotiation, negotiations with  department  stores
for  site  acquisition  and  operation in the Premises;  permits  and  licenses;
preopening  advertising and publicity; market research, site work;  negotiations
with  public authorities; attendance at public hearings; project management  and
all  other  activities  necessary to accomplish the  improvement,  expansion  or
reconstruction of the Premises.  It is understood that Development Services  and
consultation  with Owner may or may not involve Agent's in-house  personnel;  by
mutual agreement of Agent and Owner, outside professionals or other persons  may
be engaged to provide Development Services and consultation with Owner, provided
that  Agent agrees to require any contractor or subcontractor brought  onto  the
Premises to have workers' compensation and employers' liability insurance in the
necessity statutory amounts and comprehensive general liability insurance for at
least $1,000,000.00.

           (p)  If Owner so directs, pay when due (i) all debt service and other
amounts  due under any mortgages that encumber the Premises or any part thereof,
and  (ii)  all  rent and other charges payable under any ground  lease  of  land
included  in the Premises under which Owner is the tenant and give Owner  notice
of the making of each payment.

          (q)  Carry out and comply with, directly or through a third party, all
requirements  on the part of Owner under all such mortgages and  ground  leases,
all  leases of space in the Premises, all ground leases and reciprocal  easement
agreements with department stores and all other agreements affecting or relating
to  the  Premises  which  are known or made known to Agent,  including,  without
limitation, the furnishing of all services and utilities called for therein, but
only to the extent that such requirements are at the time reasonably capable  of
being  carried out by Agent and Agent has available the necessary funds therefor
from collections or advances by Owner, provided that Agent shall promptly notify
Owner  if  Agent  cannot  carry out such requirement or has  insufficient  funds
available to do so.  Agent shall notify Owner promptly of any default under  any
such  mortgage, lease, ground lease, reciprocal easement or other  agreement  on
the  part  of  Owner, the tenant or other party thereto of which  agent  becomes
aware.

          (r)  Use reasonable efforts to comply with and require compliance with
the  requirements of leases of space in the Premises, ground leases,  reciprocal
easement  agreements  and  all other agreements affecting  or  relating  to  the
Premises  which  are  known  or made known to Agent  on  the  part  of  Tenants,
department  stores  and other parties thereto and enforce  compliance  with  the
rules and regulations, sign criteria and like standards for the Premises adopted
by Owner from time to time.

           (s)  Upon request, furnish Owner with an executed copy of each lease,
lease  renewal,  lease amendment, service contract and other  agreement  entered
into  on  or  after the date of this Agreement in connection with the operation,
management  and  leasing of the Premises, and use reasonable efforts  to  secure
from  tenants  and  parties to reciprocal easement agreements,  and  furnish  to
Owner,  any  certificates  of  insurance and renewals  thereof  required  to  be
furnished by the terms of their leases or agreements.  All such executed  copies
of  leases  shall  be maintained in Agent's main office, with  additional  lease
copies  together  with  insurance certificates also maintained  at  the  Agent's
office at the relevant property, if any such office exists.

           (t)  Inspect the Premises periodically and submit reports of findings
and   recommendations   to  Owner  which  shall  include,  without   limitation,
recommendations  as  to  required repairs, replacements or  maintenance.   Agent
shall keep and submit annual written reports of all material alterations made to
the Premises, no matter by whom effected.

           (u)   Erect barriers or chains for the purpose of blocking access  to
the  common  areas of and buildings included in the Premises as  local  law  may
require,  or, as directed in writing by owner, in order to avoid the  dedication
of  the  same for public use and furnish appropriate evidence of same  to Owner.
Agent  shall give any advance notice of the erection of such barriers or  chains
which may be required under reciprocal easement agreements or ground leases with
department stores.

          (v)  Use its reasonable efforts to obtain from tenants of the Premises
and  department  stores which are parties to reciprocal easement  agreements  or
ground  leases  waivers of their insurers' rights of subrogation in  respect  to
policies  of  fire  and  extended coverage and other property  damage  insurance
carried by them in favor of Owner, Agent and any department store or tenant  for
which Owner is obligated to attempt to obtain such waivers under a ground lease,
reciprocal easement agreement or space lease.

          (w)  Assist owner in preparing any statements required to be submitted
by  Owner  under  the  terms  of mortgages, ground leases,  reciprocal  easement
agreements and leases.

            (x)   Perform  its  duties  in  renting,  managing,  operating   and
maintaining  the  Premises  applying prudent and reasonable  business  practices
which are consistent with those followed in respect of the Premises prior to the
date  of  this  Agreement, using reasonable care and diligence in  carrying  out
properly and efficiently its responsibilities under this Agreement.  Agent shall
maintain  those portions of the common areas of the Premises which  are  Owners'
obligation to maintain in a clean, safe and attractive condition, use reasonable
efforts  to  enforce  the  provisions of applicable leases,  ground  leases  and
reciprocal easement agreements so as to cause tenants and department  stores  to
maintain their premises and common areas, if any, in similar condition,  arrange
for  necessary security for the Premises and their common areas and arrange  for
cleaning  and  snow removal for the parking areas and roadways of the  Premises.
Agent shall recommend to Owner from time to time such procedures with respect to
the  Premises  as Agent may deem advisable for the more efficient  and  economic
management and operation thereof.

           (y)  Where leasing guidelines or any Legal Requirement (as defined in
paragraph  2.1  (m)  hereof)  now or hereafter in  effect  require  that  tenant
security  deposits be maintained, a separate interest-bearing account  for  such
security deposits (the "Security Deposit Account") shall be opened by Agent at a
bank approved by Owner.  The Security Deposit Account shall be maintained in the
name of Agent in accordance with the relevant lease or Legal Requirement, as the
case  may  be,  and shall be used only for tenant security deposits.   The  bank
shall  be  informed that the funds in the Security Deposit Account are  held  in
trust  for  Owner.   Agent  shall have the authority to  remit  to  tenants  any
interest  to  which they are entitled on their security deposit,  in  accordance
with  their leases or any Legal Requirement, but Agent shall obtain the  written
approval  of  Owner prior to the return of such deposits or any  other  security
(including  letters  of  credit) to any tenant when the amount,  in  any  single
instance, exceed $50,000.00.

     Owner recognizes and understands that Environmental Service (as hereinafter
defined)  are  not actions or services that Agent is required to  perform  under
this Agreement and Owner further recognizes and understands that Agent is not  a
consultant  or a contractor that performs Environmental Services.  Upon  Owner's
request, Agent agrees to obtain and coordinate for and on behalf of Owner,  such
Environmental  Services as Owner may request or require.  Owner shall  reimburse
Agent  for its administrative costs in connection with the coordination of  such
Environmental Services as provided in Exhibit A, paragraph 11 of the  Agreement.
In  addition, Owner shall reimburse Agent for the costs of outside professionals
retained  to perform Environmental Services.  Environmental Services is  defined
to  be  those  acts  or actions involving the presence use,  exposure,  removal,
restoration, or introduction of Hazardous materials (as hereinafter defined) and
the investigation of and compliance with any and all applicable rules, laws,  or
regulations  of  local,  state or federal authorities which  apply  or  regulate
Hazardous  Materials.  Hazardous Materials means any hazardous, radioactive,  or
toxic  substance,  material or waste listed in the United States  Department  of
Transportation  Hazardous  Materials Table; or by the  Environmental  Protection
Agency  as  hazardous substances; or such substances, materials and waste  which
are  or  become regulated under applicable local, state or federal law including
materials which are petroleum products, asbestos, polychlorinated biphenyls,  or
designated  as  hazardous  substances under the  Clean  Water  Act;  or  defined
hazardous waste under the Resource Conservation and Recovery Act; or defined  as
hazardous   substances   under   the   Comprehensive   Environmental   Response,
Compensation and Inability Act.

      2.2   Agent agrees, on behalf of Owner and at Owner's expense, to  procure
and  continue  to maintain in force a comprehensive general liability  insurance
policy  or polices with respect to the Premises.  Such policy or policies  shall
provide  for  coverage in the amount and with such insurers as are  required  of
Owner  under  the  Loan Documents (as defined in that certain  Credit  Agreement
dated as of November 17, 1997, by and between Owner, Agent, and other borrowers,
signatories thereto, as Borrowers, and General Electric Capital Corporation,  as
Lender,  as may be amended, changed or modified from time to time), but  in  any
event, not less than ten million dollars ($10,000,000.00) combined single  limit
coverage  per  occurrence for bodily injury and property  damage.   The  polices
shall  include coverage for contractual liabilities assumed with respect to  the
Premises,  including,  but  not  limited to,  the  obligations  created  by  the
indemnity set forth in Section 3.3 hereof as used in this Agreement.

      Further, at all times during the term of this Agreement, Agent shall  keep
or  cause  to  be kept insured, at Owner's cost and expense, all  buildings  and
improvements  on  the Premises against loss or damage by fire, windstorm,  hail,
explosion,  damage from aircraft and vehicles and smoke damage, and  such  other
risks  as are from time to time included in "extended coverage" endorsements  in
an amount sufficient to replace said improvements.

      All  insurance  provided for in this Section 2.2 shall be  effected  under
valid  and  enforceable polices issued by insurers of recognized  responsibility
and  shall provide respectively, for the waiver of all rights of subrogation  by
Owner  or  parties  claiming through Owner against  Agent  and  its  agents  and
employees.   Owner and Agent hereby waive all rights of recovery as against  the
other  party hereto arising from loss or damage caused by the perils  enumerated
in  this  Section 2.2 and agree that any policies obtained with respect to  such
perils  shall be endorsed accordingly, if such endorsements are available.   Any
insurance  required to be maintained hereunder may be taken out under a  blanket
insurance  policy  or  polices covering other properties of  the  insured.   Any
policy required by this Section 2.2 shall provide that such policy shall not  be
canceled without at least thirty (30) days' prior notice to Owner and Agent and,
in  any  event,  shall  provide that all parties insured thereby  shall  receive
notice  no  less  than fifteen (15) days prior to the expiration  dates  of  the
expiring policies.

      2.3  Agent agrees to render monthly reports relating to the management and
operation  of  the  Premises for the preceding calendar month on or  before  the
twenty-fifth  (25th) day of each month in form as Owner and Agent will  mutually
agree.  Agent agrees that Owner shall have the right to require the transfer  to
Owner at any time of any funds in the Bank Account considered by Owner to be  in
excess  of an amount reasonably required by Agent for disbursement in connection
with  the Premises.  Agent agrees to keep records with respect to the management
and  operation  of  the Premises as prescribed by owner,  and  to  retain  those
records  for periods specified by Owner.  Owner shall have the right to  inspect
such  records  and  audit the reports required by this Section  during  business
hours  for  the  life of this Agreement and thereafter during  the  period  such
records are to be retained pursuant to this Section.  In addition, Agent  agrees
that  such records may be examined from time to time during the period aforesaid
by  any  of  the supervisory or regulatory authorities having jurisdiction  over
Owner.

      2.4   Agent  shall  ensure  such  control over  accounting  and  financial
transactions  as is reasonably required to protect Owner's assets from  loss  or
diminution due to gross negligence or willful misconduct on the part of  Agent's
associates  or  employees.   Losses  caused  by  gross  negligence  or   willful
misconduct shall be borne by Agent.

      2.5   Agent shall establish and prepare, in the form authorized by  Owner,
with  such additional changes as may be reasonably requested by Owner, operating
and  capital  improvement  budgets  for the  promotion,  operation,  repair  and
maintenance  of  the  Premises for each calendar year.   Preliminary  and  final
budgets will be due 45 and 30 days, respectively, prior to commencement  of  the
calendar year to which they relate.  Such budgets shall be prepared on  both  an
accrual  basis  showing a month-by-month projection of income and  expenses  and
capital  expenditures.  At least 30 days prior to the end of  each  year,  Agent
shall  meet  with  Owner to review such budgets for the subsequent  year.   Upon
receiving Owner's approval, Agent shall use its best efforts to comply with such
final budgets.

           (a)   Agent  shall  meet  with Owner on a  regular  basis,  not  less
frequently  than semi-annually and otherwise upon reasonable call by  Owner,  to
review the operations of the Premises, to review and, if appropriate, revise  in
light  of actual experience the annual operating and capital improvement budgets
theretofore  approved  by Owner and to consider other matters  which  Owner  may
raise.

           (b)   Upon approval of the operating budget by Owner, and unless  and
until  revoked or revised by Owner, Agent shall have the right, without  further
consent  or approval by Owner to incur and pay the operating expenses set  forth
in the approved operating budget, subject to paragraph 2.1(g) above.

          (c)  At the request of Owner from time to time Agent shall prepare and
submit to Owner (i) operating projections for the Premises for the ensuing  five
(5)  years, such projections to be made on a year-by-year basis and to be  based
on  Agent's  best  judgment  as to the future, taking into  consideration  known
circumstances  and circumstances Agent can reasonably anticipate are  likely  to
occur, and (ii) a schedule in reasonable detail of capital improvements, repairs
and  replacements  not  provided for in the current capital  improvement  budget
which  Agent  reasonably anticipates will be required or should be made  in  the
foreseeable future, with Agent's opinion as to the relative priority and cost of
each thereof.

      2.6   Agent shall also participate in Owner's property review programs  to
the  extent  requested by Owner.  Such review shall include  asset,  investment,
financial  and  strategy profiles in form satisfactory to  Owner.   Agent  shall
respond,  within  10  days, to Owner's management evaluation reports  concerning
actions  to be taken by Agent to correct or modify its management standards  for
the  operations,  leasing or financial services provided for the  Premises.   If
Owner shall request that Agent's home office or regional office personnel travel
to  the  Premises to participate in Owner's property review programs or for  any
other reason (unless such reason is for normal supervision), the reasonable cost
of  meals, travel and hotel accommodations expenses incurred by such home office
personnel in connection with such travel shall be reimbursed to Agent by  Owner.
Agent  shall,  however, bear the full cost and expenses  incurred  by  its  home
office  or  regional  office personnel in connection with their  travel  to  the
Premises  to  the  extent such travel is required by the Agent  for  the  normal
supervision of the management and leasing of the Premises.

      2.7   Agent  agrees to use its best efforts to have all space  within  the
Premises  rented  to desirable tenants, satisfactory to Owner,  considering  the
nature of the Premises, and in connection therewith:

           (a)   To  negotiate, as the exclusive agent of Owner, all leases  and
renewals  of  leases  at  the  appropriate time, it being  understood  that  all
inquiries to Owner with respect to leasing any portion of the Premises shall  be
referred  to  Agent.  Except for license agreements for temporary  tenants,  all
leases  and renewals for lease terms in excess of one (1) year must be  prepared
in accordance with Exhibit C by Agent and in accordance with the annual approved
budget and be submitted to Owner's representative for execution by Owner.  Agent
is authorized to negotiate and execute license agreements prepared in accordance
with  Exhibit C for temporary tenants and/or short term promotional  activities.
If Agent shall receive a prospective tenant reference from a property other than
the  Premises, which Agent or any subsidiary or affiliate manages,  Agent  shall
promptly  declare its potential conflict of interest to Owner  and  Owner  shall
determine  if  negotiations with such prospective tenant shall be undertaken  by
Agent,  Owner,  or a third party approved by Owner.  References  of  prospective
tenants,  as  well  as  their varying use requirements,  shall  be  investigated
carefully  by  Agent.   Agent also is authorized to  negotiate  and  execute  on
Owner's behalf lease amendments which:  (i) change a Tenant's commencement  date
by  sixty (60) days or less (or for such longer period as is approved by Owner);
(ii)  change  a  Tenant's permitted use by allowing the sale of such  additional
items  as  are  reasonably related to the Tenant's primary  and  principal  use,
provided Agent has no reason to know of any lease at the center prohibiting such
use;  (iii)  change  a  tenant's  marketing  charge  or  promotional  charge  or
advertising obligation.

      Owner acknowledges and understands that Agent manages properties for third
parties.   Owner further acknowledges and understands that Agent  routinely  and
customarily  negotiates tenant leases from multiple locations involving  two  or
more  properties (one or more of which may be the Premises and one  or  more  of
which  may  be  properties owned by Agent or by others).   Agent  conducts  such
multiple  location negotiations in good faith for the benefit and  interests  of
Owner  and  other property owners, including Agent.  Agent shall be entitled  to
assume  that such leasing practices are approved and acceptable to Owner, unless
and until Owner specifically disapproves the practice and so notifies Agent.

           (b)   With  Owner's  prior  approval, to advertise  the  Premises  or
portions thereat for rent, by means of periodicals, signs, plans, brochures  and
other means appropriate to the Premises.  Owner acknowledges and agrees that the
Premises may be included in brochures or other advertising media of Agent, which
may include other properties being offered for lease by Agent.

           (c)   In  no event shall Agent engage or utilize the services  of  an
outside  broker  in  connection  with any lease without  Owner's  prior  written
consent.  In any case in which Owner requests or gives such consent, Agent shall
cause  such  broker  to  enter into a written agreement  with  Owner,  on  terms
reasonably  satisfactory to Owner, with respect to such broker's commission  and
Owner  shall be responsible for the payment of such commission pursuant  to  the
terms of said agreement.

           (d)  Agent will, in each instance, negotiate for the inclusion in all
leases entered into by Owner of a provision to the effect that recourse on  such
obligation  shall  be  had only against the property to  which  such  obligation
relates  and  no  recourse shall be sought against Owner  or  any  other  person
holding, directly or indirectly, a beneficial interest in the property.

           (e)   Agent will, upon the request of Owner, undertake to find buyers
for  the  sale of any of the Owner's outparcels, peripheral land or  such  other
real  estate  situate upon the Premises, ("Sale Property"), and, in addition  to
any  other compensation provided to be paid to Agent under this Agreement, Owner
agrees to pay to Agent as compensation for its services hereunder, a fee at  the
rate  specified  in  Paragraph  7(iii) of  Exhibit  "A",  attached  hereto.   In
performing its duties hereunder, Agent shall perform the following:

               (i)  Submit to Owner for approval, a pricing schedule on the Sale
Property;

               (ii) Upon request, submit to Owner for approval, contract form(s)
to be used in the sale of the Sale Property;

                (iii)      Upon  request, furnish Owner with  a  written  report
regarding its progress in such sale activities;

                (iv) Negotiate on behalf of Owner, the sale of the subject  Sale
Property; and

               (v)  Provide legal services, limited to:

                    (a)  Preparation of the Purchase and Sale Agreement;
                    (b)  Deed and Easement(s) preparation;
                    (c)  Preparation and submittal to Owner of the Seller's
                           closing statement;
                    (d)  Preparation of closing instructions;
                    (e)  Coordination of title work;
                    (f)  Upon approval of Owner, retain local counsel,
                           whose fees will be reimbursed by Owner; and
                    (g)  Submit to Owner, for final execution, all
                           documents necessary to consummate the
                           transaction.

      Agent shall pursue these duties and obligations with diligence and in  the
best interests of Owner.

     2.8  Agent agrees, for itself and all persons retained or employed by Agent
in  performing its services, to hold in confidence and not to use or disclose to
others  any  confidential  or proprietary information  of  Owner  heretofore  or
hereafter  disclosed to Agent ("Confidential Information"), including,  but  not
limited  to, any data, information plans, programs, processes, costs, operations
or  the names of any tenants which may come within the knowledge of Agent in the
performance  of,  or  as  a result of, its services, except  where  required  by
judicial  or  administrative  order, or where  Owner  specifically  gives  Agent
written  authorization  to  disclose any of the  foregoing  to  others  or  such
disclosure as is required in the direct performance of Agent's duties hereunder.
If  Agent  is  required by a judicial or administrative order  to  disclose  any
Confidential Information, Agent will promptly notify Owner thereof, consult with
Owner  on the advisability of taking steps to resist or narrow such request  and
cooperate  with  Owner in any attempt it may make to obtain an  order  or  other
assurance  that  confidential  treatment will be accorded  to  the  Confidential
Information disclosed.

      2.9   If at any time there shall be insufficient funds available to  Agent
from  collections to pay any obligations of Owner required to be paid under this
Agreement, Agent shall promptly notify Owner and Agent shall not be obligated to
pay such obligations unless Owner furnishes Agent with funds therefor.

      2.10  Agent assumes no responsibility under this Agreement other  than  to
render the services called for hereunder in good faith, and Owner shall make  no
claim  against Agent on account of any alleged errors of judgment made  in  good
faith in connection with Agent's obligations hereunder and with the operation of
the Premises.  Agent shall not be liable to Owner or others except by reason  of
acts  constituting willful misfeasance or gross negligence on the part of Agent,
and  Owner agrees to indemnify, defend and hold harmless Agent and its  partners
(and  the  shareholders, trustees and officers thereof)and  employees  from  and
against  all  claims, actions, causes of action, costs and expenses  (including,
but  not  limited to, reasonable attorney's fees) directly or indirectly arising
from  the  claims  of any third party, except only those claims where  liability
arises  from  acts constituting willful misfeasance or gross negligence  on  the
part of Agent.

                                   ARTICLE III
                                        
                               OWNER'S AGREEMENTS
                                        
     3.1  Owner, at its option, may pay directly all taxes, special assessments,
ground  rents,  insurance premiums and mortgage payments.  If Owner  makes  such
election,  Agent shall advise Owner of the due dates of such taxes  assessments,
insurance premiums and mortgage payments.

      3.2   Owner  shall  bear  the cost of all premiums relating  to  insurance
procured  by Agent for Owner pursuant to Section 2.2 hereof.  Owner  shall  look
solely  to  such  insurance for indemnity against any  loss  or  damage  to  the
Premises  and shall obtain waivers of subrogation against the Agent  under  such
policies if available at no additional cost to Owner.

      3.3   Owner  agrees to indemnify and save harmless Agent and its  partners
(and  the  shareholders, trustees and officers thereof) and employees  from  and
against  all  claims,  losses and liabilities resulting  from:   (i)  damage  to
property or injury to, or death of, persons from any cause whatsoever when Agent
is  carrying out the provisions of this Agreement or acting under the  direction
of  Owner in or about the Premises; (ii) claims for defamation and false  arrest
when Agent is carrying out the provisions of this Agreement or acting under  the
direction  of  Owner; and (iii) claims occasioned by or in  connection  with  or
arising  out of acts or omissions, other than criminal acts, of the  Agent  when
Agent  is  carrying  out the provisions of this Agreement or  acting  under  the
direction  of  Owner  (except in cases of Agent's willful  misconduct  or  gross
negligence), and to defend or cause to be defended, at no expense  to  Agent  or
such  persons,  any claim, action or proceeding brought against  Agent  or  such
persons  or Agent and Owner, jointly or severally, arising out of the foregoing,
and  to  hold  Agent  and  such  persons harmless from  any  judgment,  loss  or
settlement on account thereof.

       Notwithstanding  the  foregoing,  Owner  shall  not  be  responsible  for
indemnifying or defending Agent or such persons in respect of any matter,  claim
or  liability  in  respect of which Agent is obligated  to  indemnify  Owner  as
provided in the following sentence.  Agent agrees to indemnify and save harmless
Owner  from and against all claims, losses and liabilities resulting from injury
to,  or death of, persons in or about the Premises or for deformation and  false
arrest  in  each  case caused in whole or in part by the willful misfeasance  or
gross  negligence  of Agent, and to defend, at no expense to Owner,  any  claim,
action  or  proceeding  brought against Owner or Owner  and  Agent,  jointly  or
severally,  arising out of the foregoing, and to hold Owner  harmless  from  any
judgments, loss or settlement on account thereof.

       Notwithstanding  the  foregoing,  Agent  shall  not  be  responsible  for
indemnifying  or  defending Owner in respect of any matter, claim  or  liability
which is covered by any public liability insurance policies carried by Owner and
under  which  Agent  is  named  as an additional insured.   The  indemnification
obligations  of  Owner and Agent under this Section 3.3 shall in  each  case  be
conditioned upon (a) prompt notice from the other party after such party  learns
of  any  claim  or basis therefor which is covered by such indemnity,  (b)  such
party's not taking any steps which would bar Owner or Agent, as the case may be,
from  obtaining recovery under applicable insurance policies or would  prejudice
the  defense  of  the  claim in question, and (c) such  party's  taking  of  all
necessary steps which if not taken would result in Owner or Agent, as  the  case
may be, being barred from obtaining recovery under applicable insurance policies
or would prejudice the defense of the claim in question.  The provisions of this
Section 3.3 shall survive the expiration or termination of this Agreement.

      3.4   Owner  shall  provide such office space on the Premises  as  may  be
necessary  for  Agent  to properly perform its functions under  this  Agreement.
Agent shall not be required to pay for utilities, telephone service or rent  for
the  office area on the Premises occupied by Agent.  Agent shall have the  right
to use the fixtures, furniture, furnishings and equipment, if any, which are the
property of Owner in said office space.  Owner shall also provide space  on  the
Premises  for  use as community rooms and information and service centers  where
the  use of such space is determined by Owner to be in the best interest of  the
Premises.   All  income derived from the utilization and/or  operation  of  such
community rooms and/or information or service centers shall belong to the  Owner
and all expenses relating thereto shall be borne by Owner.

      3.5   Except as otherwise provided in this Agreement, everything  done  by
Agent  in  the  performance  of its obligations under  this  Agreement  and  all
expenses  incurred pursuant hereto shall be for and on behalf of Owner  and  for
its  account.   Except as otherwise provided herein, all debts  and  liabilities
incurred  to  third parties in the ordinary course of business of  managing  the
Premises  as  provided herein are and shall be obligations of Owner,  and  Agent
shall  not  be  liable  for any such obligations by reason  of  its  management,
supervision or operation of the Premises for Owner.

                                   ARTICLE IV
                                        
                                  COMPENSATION
                                        
      4.1   In  addition to any other compensation provided to be paid to  Agent
under  this  Agreement,  Owner agrees to pay to Agent as  compensation  for  its
management  services hereunder, a fee at the rate specified in  paragraph  5  of
Exhibit A attached hereto.  Said fee shall be payable monthly no later than  the
twenty-fifth  (25th)  day of the following month, and  shall  be  based  on  the
following  components of income from the preceding calendar month determined  in
accordance  with  GAAP.   It  is understood that the  management  fee  shall  be
calculated  upon  the  following items:  (i) minimum rents  from  all  permanent
tenants  (anchor, mall shops, ground leases and all other tenants);  (ii)  Lease
buyout  income; (iii) Percentage rents in lieu of minimum rents; (iv) Percentage
rents;  (v) all cost recovery income (CAM, taxes, food court, security,  other);
(vi) income from all temporary tenants (initial term of one year or less); (vii)
income  from all promotional activity; (viii) miscellaneous mall income such  as
payphone commissions, stroller rentals, etc. and (ix) bad debts expense  related
to  any of the above revenue items.  The following items shall not be subject to
management  fees:  (i) business interruption insurance income;  (ii)  recoveries
from  insurance  companies for casualty and other losses;  (iii)  payments  from
tenants for leasehold improvements and related services provided by Agent;  (iv)
payments  from  tenants to Merchants' Associations or to  Marketing  Funds;  (v)
tenant security deposits; (vi) straight line rental income or losses, and  (vii)
operating covenant and amortization (classified as a reduction of minimum rent).
Agent  shall  withdraw said fee from the operating account for the Premises  and
shall account for same as provided for in Section 2.3 hereof.

      4.2  The following expenses or costs incurred by or on behalf of Agent  in
connection  with the management and leasing of the Premises shall  be  the  sole
cost and expense of Agent and shall not be reimbursable by Owner and Agent shall
indemnify Owner for such expenses and costs:

           (a)   cost  of  gross  salary  and wages, payroll  taxes,  insurance,
worker's  compensation,  pension benefits and  any  other  benefits  of  Agent's
employees, except that Owner will reimburse Agent for all costs of employees who
provide  either  full  or part time services on-site at  any  of  the  Premises.
Within the category of "on-site" personnel, Agent may include the pro-rata costs
for regional personnel performing required services at the Premises on a regular
basis (but which personnel may share time working at other properties managed by
Agent); provided, however, that the costs for any employees who are based at  or
work  from Agent's home office shall not be included, and provided further  that
the  pro-rata costs for any such regional personnel are included and  identified
as such within the annual operating budget as approved by Owner.

           (b)  general accounting and reporting services, as such services  are
considered to be within the reasonable scope of Agent's responsibility to Owner;

           (c)   costs  of  forms, stationery, ledgers, supplies, equipment  and
other "general overhead" items used in Agent's home office or regional offices;

           (d)   cost or pro rata cost of telephone and general office  expenses
incurred in the Premises by Agent for the operation and management of properties
not owned by Owner;

           (e)  cost of all bonuses, incentive compensation, profit sharing,  or
any pay advances by Agent to Agent's employees, except such costs pertaining  to
employees employed by Agent in accordance with Paragraph 2.1 (b) hereof;

           (f)   cost  attributable to losses arising from criminal acts,  gross
negligence or fraud on the part of Agent or Agent's associates or employees;

           (g)  cost for meals, travel and hotel accommodations for Agent's home
office  or regional office personnel who travel to and from the Premises, except
as provided in Section 2.6;

          (h)  cost of automobile purchase and/or rental, except if furnished or
approved by Owner;

           (i)   except  as  otherwise provided in Exhibit  A  attached  hereto,
expenses  incurred in connection with the leasing of the Premises, it  is  being
understood  and agreed, however, that Agent shall be reimbursed for  advertising
expenses incurred in connection with the leasing of the Premises;

           (j)   cost  of liability or other insurance carried by Agent,  except
costs  incurred  by Agent in satisfaction of its obligations under  Section  2.2
hereof; and

           (k)   cost  of  bonds purchased pursuant to Section  2.1(i)  of  this
Agreement.

                                    ARTICLE V
                                        
                         DURATION, TERMINATION, DEFAULT
                                        
     5.1  This Agreement shall become effective on the date hereof.

     5.2  Subject to earlier termination as hereinafter provided, this Agreement
shall  have  an  initial  term  ending on January 31,  1998.   Thereafter,  this
Agreement shall continue year-to-year on the same terms and conditions as herein
contained subject to being terminated by either Agent or Owner upon no less than
six  (6)  months  written  notice.  The Agent may not terminate  this  Agreement
except in the case of non-payment of management fees for a period of ninety (90)
days  after notice of such non-payment to Owner and Lender.  In addition, Lender
shall  have the right to terminate (or direct Owner to terminate, as applicable)
this  Agreement:   (i) upon the insolvency of Agent, (ii) the occurrence  of  an
Event  of Default (as defined in the Loan Documents), (iii) the failure  of  the
Premises to meet the Net Operating Income requirements  (as defined in the  Loan
Documents),  or  (iv)  pursuant to the provisions of the Manager's  Consent  and
Subordination of Management Agreement.

      5.3   It shall be an Event of Default under this Agreement on the part  of
Agent  if Agent shall default in any material respect in performing any  of  its
obligations under this Agreement and such default shall not be cured  within  30
days after written notice thereof is given by Owner to Agent (or, if the default
in  question  is  curable  but is of such nature that it  cannot  reasonably  be
completely  cured  within such 30-day period, if Agent does not  promptly  after
receiving such notice commence to cure such default and thereafter proceed  with
reasonable diligence to complete the curing thereof within 180 days after notice
is given by Owner to Agent).  If an Event of Default by Agent shall occur, Owner
shall  have  the  right to terminate this Agreement by written notice  given  to
Agent,  and  upon the giving of such notice this Agreement and the  term  hereof
shall terminate without any obligation on the part of Owner to make any payments
to Agent hereunder except as hereinafter provided.

      5.4   If  at  any  time during the term of this Agreement any  involuntary
petition  in  bankruptcy  or similar proceeding shall  be  filed  against  Agent
seeking its reorganization, liquidation or appointment of a receiver, trustee or
liquidator  for  it  or  for all or substantially all of its  assets,  and  such
petition shall not be dismissed within 90 days after the filing thereof,  or  if
Agent shall:

          (a)  apply for or consent in writing to the appointment of a receiver,
trustee or liquidator of all or substantially all of its assets;

           (b)  file a voluntary petition in bankruptcy or admit in writing  its
inability to pay its debts as they become due;

          (c)  make a general assignment for the benefit of creditors;

           (d)   file  a  petition  or an answer seeking  reorganization  or  an
arrangement with creditors or take advantage of any insolvency law; or

           (e)   file an answer admitting the material allegations of a petition
filed against it in any bankruptcy, reorganization or insolvency proceedings;

then  upon the occurrence of any such event, Owner, at its option, may terminate
this  Agreement  by written notice given to Agent, and upon the giving  of  such
notice this Agreement and the term hereof shall terminate without any obligation
on  the  part  of  Owner  to  make any payments to  Agent  hereunder  except  as
hereinafter provided.

      5.5  Owner shall have the additional right to terminate this Agreement  on
at  least  10  days'  written notice to Agent, if Agent  without  Owner's  prior
written  consent  shall  assign or attempt to assign its rights  or  obligations
under this Agreement or subcontract (except for normal service agreements or  as
otherwise  specified in this Agreement) any of the services to be  performed  by
Agent.   Owner shall also have the right to terminate this Agreement as  to  any
property  included  within the Premises on at least 10 days' written  notice  to
Agent if (a) such property shall be damaged or destroyed to the extent of 25% or
more  by  fire or other casualty and Owner elects not to restore or repair  such
property or (b) there shall be a condemnation or deed in lieu thereof of 25%  or
more of such property.

      5.6   Agent  acknowledges and agrees that Owner shall have  the  right  to
subordinate and/or assign this agreement in connection with the Loan  Documents.
Agent  further  agrees to execute such further instruments as  Owner  or  Lender
deems  necessary to effectuate such subordination, provided that  in  the  event
Lender  becomes  entitled to possession of the Premises,  the  Lender  shall  be
entitled, at its option,  to retain Agent to manage the Premises, in which  case
the   Agent  shall be entitled to the compensation set forth in  this  Agreement
during all periods in which Agent is providing services to the Premises for  the
Lender.   Moreover,  notwithstanding anything to the contrary contained  herein,
for so long as any amounts remain outstanding under the Loan Documents, (i) this
Agreement  and  all  fees payable by Owner hereunder shall  be  subject  to  and
subordinate  to  any  mortgage liens on the Premises  established  by  the  Loan
Documents and (ii) Agent shall comply with any and all applicable provisions  of
the  Loan  Documents and in the event there is a conflict between the  terms  of
this  Agreement  and the terms of the Loan Documents, the Loan  Documents  shall
control.

      5.7  Upon any termination of this Agreement pursuant to the provisions  of
this  Article  V, Owner shall remain obligated to pay to Agent  fees  and  other
amounts due to Agent hereunder which accrued prior to the effective date of such
termination.   Nothing contained in this Section 5.7 shall be deemed  to  waive,
affect  or impair (a) Owner's rights to seek recourse against Agent for  damages
or  other  relief  in  the event of the termination of this Agreement  by  Owner
pursuant  to  Section  5.3, 5.4 or 5.5 hereof, and (b)  Agent's  right  to  seek
recourse  against  Owner  for  damages or other  relief  in  the  event  of  the
termination of this Agreement by Agent pursuant to Section 5.2 hereof.

      5.8   Upon the expiration or earlier termination of this Agreement,  Agent
shall  forthwith  surrender  and deliver to Owner  any  space  in  the  Premises
occupied  by  Agent and shall make delivery to Owner or to Owner's  designee  or
agent, at Agent's home or regional offices or at its offices at the Premises, of
the following:

           (a)   a  final accounting, reflecting the balance of income from  and
expenses  of  the Premises as at the date of expiration or termination  of  this
Agreement;

           (b)   any funds of Owner or tenant security or advance rent deposits,
or both, held by agent with respect to the Premises; and

           (c)  all Confidential Information (in whatever medium stored) and all
other records, contracts, leases, ground leases, reciprocal easement agreements,
receipts  for  deposits, unpaid bills, lease summaries,  canceled  checks,  bank
statements,  paid  bills and all other records, papers  and  documents  and  any
microfilm  and/or  computer disk of any of the foregoing  which  relate  to  the
Premises  and  the operation, maintenance, management and leasing  thereof;  all
such data, information and documents being at all times the property of Owner.

      In  addition, Agent shall furnish all such information and take  all  such
action as Owner shall reasonably require to effectuate an orderly and systematic
termination of Agent's duties and activities under this Agreement.

      5.9  This Agreement shall terminate at the election of Owner as to any  of
the  properties set forth in Exhibit A upon thirty (30) days written  notice  to
the  Agent if such properties are sold by Owner to a non-affiliated third  party
purchaser  or  (unless the Lender shall otherwise notify the Agent  in  writing)
automatically  if such properties were acquired  on foreclosure  of  a  mortgage
encumbering all or a portion of the Premises.  In the event such properties  are
sold  by  Owner to a non-affiliated third party purchaser and this Agreement  is
not  thereby  terminated by Owner, the Agent shall have the right  to  terminate
this  Agreement as to such properties upon sixty (60) days prior written  notice
which  notice must be given within ninety (90) days after the date of such  sale
is  consummated.   If such properties are sold, Agent will not  be  entitled  to
sales  commission  unless the Agent has been retained by  Owner  pursuant  to  a
separate commission arrangement.  This Agreement shall remain in full force  and
effect as to all properties not terminated pursuant to this Section 5.9.

      5.10  The  provisions of this Article V shall survive  the  expiration  or
termination of this Agreement.

                                   ARTICLE VI
                                        
                                   ASSIGNMENT
                                        
      6.1  Agent, except for a transfer to a "Permissible Transferee", shall not
assign its rights or obligations under this Agreement, either directly or  by  a
transfer  of  shares of beneficial interest or voting control either voluntarily
or  by  operation  of law.  Any change other than to a "Permissible  Transferee"
shall  constitute  a breach of this Agreement by Agent and Owner  may  terminate
this  Agreement in accordance with Section 5.5  A "Permissible Transferee" shall
mean  any corporation, partnership, trust or other entity, more than 50% of  the
outstanding  stock  of which, or more than 50% interest in which,  is  owned  or
controlled by Agent.

      6.2   In  the event of a sale or conveyance of any of the Premises,  Owner
shall  have  the  right to cancel or assign this Agreement and  its  rights  and
obligations  hereunder to any person or entity to whom or which Owner  sells  or
conveys  such  property  or properties.  Upon such assignment,  Owner  shall  be
relieved  of its obligations under this Agreement with respect to such  property
or  properties that accrue from and after the date of such assignment,  provided
that the assignee shall assume the obligations of Owner under this Agreement and
shall  agree to perform and be bound by all of the terms and provisions  hereof,
effective  from  and after the date of such assignment and an executed  copy  of
such  assumption  agreement shall be delivered to Agent.   Agent  shall  not  be
entitled to a "termination fee" in connection with an assignment or cancellation
as  set  forth in this Section 6.2, but otherwise shall be entitled  to  collect
from  Owner  such  fees  and expenses, including termination  and/or  relocation
expenses of Agent's full-time employees, if any, as Agent has earned pursuant to
this Agreement prior to the date of such assignment or cancellation.

                                   ARTICLE VII
                                        
                                  MISCELLANEOUS
                                        
      7.1   Owner's  representative ("Owner's Representative"), whose  name  and
address is set forth in paragraph 2 of Exhibit A attached hereto, shall  be  the
duly authorized representative of Owner for the purpose of this Agreement.   Any
statement,  notice, recommendation, request, demand, consent or  approval  under
this  Agreement shall be in writing and shall be deemed given by Owner when made
or  given  by  Owner's  Representative or any officer  of  Owner  and  delivered
personally to an officer of Agent or mailed, addressed to Agent, at his  address
first  above  set forth.  Either party may, by notice to the other, designate  a
different address for the receipt of the aforementioned communications and Owner
may,  by  notice  to  Agent, from time to time, designate  a  different  Owner's
Representative  to  act  as such.  All communications mailed  by  one  party  to
another  shall  be  sent by first class mail, postage prepaid  or  Express  Mail
Service, or other commercial overnight delivery service, except that notices  of
default shall be sent by registered or certified mail, return receipt requested,
postage  prepaid,  Express Mail Service or other commercial  overnight  delivery
service with receipt acknowledged in writing.  Communications so mailed shall be
deemed  given or served on the date mailed.  Notwithstanding the foregoing,  any
notices,  requests,  consents, approvals and other  communications,  other  than
notices  of  default  or approvals of annual budgets, and other  communications,
approvals  or  agreements  which are required by  the  express  terms  of  other
provisions  of  this  Agreement to be in writing,  may  be  given  by  telegram,
telephonic  communication or orally in person.  Agent and Owner shall furnish to
the  other  the names and telephone numbers of one or more persons  who  can  be
reached  at  any  time during the term of this Agreement  in  the  event  of  an
emergency.

     7.2  Agent shall, at its own expense, qualify to do business and obtain and
maintain  such licenses as may be required for the performance by Agent  of  its
services.

      7.3  Each provision of this Agreement is intended to be severable.  If any
term   or  provision  hereof  shall  be  determined  by  a  court  of  competent
jurisdiction to be illegal or invalid for any reason whatsoever, such  provision
shall  be severed from this Agreement and shall not affect the validity  of  the
remainder of this Agreement.

      7.4   In the event either of the parties hereto shall institute any action
or   proceeding  against  the  other  party  relating  to  this  Agreement,  the
unsuccessful  party in such action or proceeding shall reimburse the  successful
party  for  its  disbursements  incurred in connection  therewith  and  for  its
reasonable attorney's fees as fixed by the court.

     7.5  No consent or waiver, express or implied, by either party hereto or of
any  breach or default by the other party in the performance by the other of its
obligations hereunder shall be valid unless in writing, and no such  consent  or
waiver shall be deemed or construed to be a consent or waiver to or of any other
breach  or  default in the performance by such other party of the  same  or  any
other  obligations of such party hereunder.  Failure on the part of either party
to  complain  of any act or failure to act of the other party or to declare  the
other  party in default, irrespective of how long such failure continues,  shall
not constitute a waiver by such party of its rights hereunder.  The granting  of
any  consent or approval in any one instance by or on behalf of Owner shall  not
be  construed  to  waive  or limit the need for such consent  in  any  other  or
subsequent instance.

      7.6  The venue of any action or proceeding brought by either party against
the  other arising out of this Agreement shall be in the state or federal courts
of the Commonwealth of Pennsylvania.

      7.7   This Agreement may not be changed or modified except by an agreement
in  writing  executed  by each of the parties hereto and  consented  to  by  the
Lender.   This  Agreement constitutes all of the understandings  and  agreements
between the parties in connection with the agency herein created.

      7.8  This Agreement shall be binding upon and inure to the benefit of  the
parties  hereto and their permitted successors and assigns, but shall not  inure
to the benefit of, or be enforceable by, any other person or entity.

     7.9  Nothing contained in this Agreement shall be construed as making Owner
and  gent partners or joint ventures or as making either of such parties  liable
for  the  debts  or  obligations of the other, except as in  this  Agreement  is
expressly provided.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.


                         CROWN  AMERICAN ACQUISITION
                         ASSOCIATES I, L.P.
                              (Owner)
                         BY: CROWN AMERICAN ACQUISITION
                         ASSOCIATES I
                         as sole   general partner

                         By:  /s/ Ronald P. Rusinak
                              Name:     Ronald P. Rusinak
                              Title:    Vice President


                         CROWN AMERICAN PROPERTIES, L.P.
                              (Agent)
                         BY: CROWN AMERICAN REALTY TRUST,
                         as sole general partner


                         By:  /s/ Ronald P. Rusinak
                              Name:     Ronald P. Rusinak
                              Title:    Vice President

                                    EXHIBIT A
                                        
                                        
                                        

1.   Premises (1.1):

     a.   Valley Mall
          Hagerstown, Maryland.

2.   Name and Address of Owner's Representative (7.1):

     Frank J. Pasquerilla
     Pasquerilla Plaza
     Johnstown, PA  15907.

3.   Limit of amount authorized for non-emergency purchases and repairs (2.1(a)
     and (c)):
     
     $50,000.00.

4.   Name of Banks (2.1(g)):

     PNC Bank, N.A.


5.   Management Fees (4.1):

     Owner agrees to pay Agent as compensation for its management services
     hereunder  an  amount equal to 5% of the amounts set forth in Section  4.1.
     Such management fee shall be payable monthly based on the income earned for
     the  categories described in Section 4.1, computed in accordance with GAAP.
     Agent  shall  be  entitled to receive the management fee on  the  pro  rata
     portion of percentage rents received by Owner after the termination of this
     Agreement but applicable to time periods prior to the termination  of  this
     Agreement based upon the actual number of days lapsed divided by 365.
6.   Legal and Tenant Coordination Expenses:

     Owner agrees to pay Agent, to defray in-house legal expenses and tenant
     coordination  expenses (a) with respect to each new lease  and  each  lease
     renewal  of  mall  shops and free-standing buildings (other  than  a  lease
     renewal or extension resulting from the exercise of an option contained  in
     such lease), an amount equal to  the Agent's actual costs of providing such
     services,  limited  however to the annual amount which  is  capitalized  as
     tenant allowance costs under the Owner's customary accounting practices  as
     Agent and Owner shall mutually agree and as recorded in the Owner's audited
     annual financial statements.  Such fees shall be payable monthly in arrears
     using  estimated fees per square foot, based on the estimated  annual  fee;
     the  monthly  estimated  fees shall be adjusted to a  final  actual  amount
     within  90  days after the Owner's fiscal year end.  Agent and Owner  shall
     use  their  best  efforts to estimate the monthly fee per square  foot  and
     shall  adjust  the amount periodically during the year as  mutually  agreed
     upon.

7.   Leasing and Land Sale Fees:

     (i)  Leasing Commission:

          Agent shall be entitled to commissions for leases secured, in addition
to
          other fees and compensation provided in this Agreement,  equal to  the
     Agent's  actual  costs of providing leasing services related  to  permanent
     leases  (those with an initial term in excess of one year), limited however
     to  the  aggregate  amount which is capitalized as lease acquisition  costs
     under  the Owner's customary accounting practices as Agent and Owner  shall
     mutually  agree  and  as recorded in the Owner's audited  annual  financial
     statements.  Such fees shall be payable monthly in arrears using  estimated
     fees  per  square  foot,  based on the estimated annual  fee;  the  monthly
     estimated  fees shall be adjusted to a final actual amount within  90  days
     after  the  Owner's fiscal year end.  Agent and Owner shall use their  best
     efforts  to  estimate the monthly fee per square foot and shall adjust  the
     amount periodically during the year as mutually agreed upon.

          (ii) Brokerage Commissions:

            Owner  and  Agent  acknowledge  that  some  leasing  and  land  sale
     transactions will involve the use of an independent real estate  broker  or
     real estate sales agent, who will be paid a commission for introducing  and
     bringing  a  prospective tenant or purchaser to the  Premises.   Agent  may
     utilize  brokers in connection with carrying out its leasing and land  sale
     activities,  and  shall  be  reimbursed by Owner  for  the  cost  of  those
     Brokerage Commissions in the following circumstances:

          (a)  Agent was required to recognize the broker or sales agent as the
               representative of the prospective tenant or purchaser and was not
               allowed or permitted the opportunity to contact or negotiate with
               the tenant or purchaser except through the broker or sales agent,
               and this fact was disclosed to Owner.

          (b)  Agent disclosed to Owner the existence of the broker or sales
               agent  and the brokerage fee at the time the proposed leasing  or
               land sale  transaction was submitted to Owner for approval.
               
Except  as provided in (a) and (b) above, Agent shall assume the sole  cost  and
responsibility for broker commissions.

     (iii)     Land Sale Commission:

           For services provided pursuant to Section 2.7(e), Owner shall pay the
     Agent  a  sales commission equal to fifteen percent (15%) of  the  adjusted
     sales  price ("Sales Commission"), as compensation for overhead  associated
     with  the  services  of certain employees of Agent.  For  purposes  of  the
     foregoing  "adjusted sales price" shall mean the gross proceeds payable  to
     Owner  less  reasonable and necessary development costs paid  by  Owner  in
     connection with the transfer.  One-half (1/2) of the Sales Commission shall
     be  due  and  payable to Agent at the time a mutually binding Agreement  of
     Sale  with  respect  to  any  Sale Property  is  fully-executed,  with  the
     computation  of  such amount being based on the gross proceeds  payable  to
     Owner.   The balance of the Sales Commission shall be paid to Agent at  the
     time of closing of any such sale.

     8.   Excluded Services:

     Notwithstanding anything to the contrary contained herein, the parties
     acknowledge  that it is not within the contemplation of this  Agreement  or
     the  fee structure included herein that the Agent perform any services with
     respect  to the following:  any "due diligence" or similar efforts relating
     to  any  financing,  refinancing or sale or disposition  of  the  Premises;
     zoning  compliance  of  the Premises; performing or supervising  (including
     tenant   room  build-outs  or  remodeling)  any  extensive  alteration   or
     renovation to the Premises; asbestos and/or other environmental studies and
     any  related  abatement or remediation activities for any tenant  premises,
     site  acquisitions of additional ground for the expansion of the  Premises;
     reconstruction  after  casualty or condemnation;  leasing,  management,  or
     construction  relating  to  any proposed or implemented  expansion  of  the
     Premises  or work generally classified as "development" work in  connection
     with  the  same; renewals or renegation of leases or other agreements  with
     department  stores  if  such  involves substantial  changes  from  existing
     documents  (including,  without  limitation,  negotiation  of  new  leases,
     renewal  leases,  operating  covenants,  renovation  provisions,  expansion
     rights,  and like matters); or replacement of department stores  tenancies.
     Owner  shall  reimburse Agent for all such services rendered equal  to  the
     Agent's  actual  costs of providing such services, limited however  to  the
     annual  amount  which  is capitalized as tenant allowance  or  construction
     costs  under the Owner's customary accounting practices as Agent and  Owner
     shall  mutually  agree  and  as  recorded in  the  Owner's  audited  annual
     financial statements.  Such fees shall be payable monthly in arrears  using
     estimated  based  on the estimated annual fee; the monthly  estimated  fees
     shall be adjusted to a final actual amount within 90 days after the Owner's
     fiscal  year end.  Agent and Owner shall use their best efforts to estimate
     the  monthly fees and shall adjust the amount periodically during the  year
     as mutually agreed upon.

9.   Other Requested Services:

     If  Owner  requests  Agent  to provide its own  personnel  for  non-routine
     services which  Agent  is not obligated elsewhere in this Agreement to 
     perform  the compensation  for which is not provided for hereinabove,
     unless  Owner  and Agent  otherwise agree to an acceptable fee for such 
     services, Owner  shall pay  Agent an amount equal to two and one-half
     (2 1/2) times the actual  base  cost  of  Agent's departmental personnel,
     as computed by Agent,  for  their time involved in performing such 
     requested services, plus reimbursement for any  out-of-pocket  costs 
     incurred incident to furnishing  such  requested  services.   Owner  and
     Agent shall agree in advance as to the  hourly  base  cost  to  be 
     applicable for the specific services to  be  provided.   Such amount  or
     amounts shall be payable to Agent  monthly within ten (10)  days after
     Owner's receipt of Agent's statement setting for the amount  payable
     to Agent.
                                    EXHIBIT B
                                        
INTENTIONALLY OMITTED


                                    EXHIBIT C
                                        
                               Leasing Guidelines
                                        
                                  
                                       
                                        
      Agent  shall  use a form or forms of lease; or with respect  to  temporary
tenants  and/or  short term promotional activities, a form or forms  of  license
agreement,   which have been prepared and submitted to Owner for  Owner's  prior
review and approval.  Agent will negotiate and make modifications to such  forms
as  directed by Owner, or as necessary or appropriate with respect to the  needs
of the particular transactions, utilizing methods and techniques consistent with
prevailing practices employed in management and leasing of shopping centers.

      For  all  agreements, excepting license agreements for  temporary  tenants
and/or  for  short  term  promotion activities,  all   essential  financial  and
business  terms and provisions of the lease or agreement, including construction
and  improvements  of  the leasehold, shall be presented for  Owner's  approval.
Tenant-signed  leases presented by Agent for Owner's review and execution  shall
be  consistent with such terms and conditions previously approved by  Owner,  or
with  such deviations or modifications identified for Owner's review.  Execution
of  tenant-signed leases that are presented by Agent for Owner's signature  will
acknowledge Owner's approval of the lease, its form, its terms and provisions.

      No  lease or other agreement shall be entered into, modified, canceled  or
extended  if  the  consent of any mortgagee or ground lessor is required  unless
such  consent  has  been  obtained.  Agent will notify  Owner  when  consent  is
required.



EXHIBIT 10.11 (a)


                                AMENDMENT TO THE
                AMENDED AND RESTATED CASH-FLOW SUPPORT AGREEMENT
                                        
                                        
                                        
      THIS AMENDMENT TO THE AMENDED AND RESTATED CASH-FLOW SUPPORT AGREEMENT, is
made  as  of  this  3rd day of December, 1997, by and between CROWN  INVESTMENTS
TRUST,   a  Delaware Business Trust (the "Supporting Party"), and CROWN AMERICAN
PROPERTIES,  L.P., a Delaware Limited Partnership (the "Operating  Partnership")
and  CROWN  AMERICAN FINANCING PARTNERSHIP, a Delaware General Partnership  (the
"Financing  Partnership")  and  together with  the  Operating  Partnership  (the
"Partnerships").


      WHEREAS, the Supporting Party and the Partnerships previously entered into
an Amended and Restated Cash-Flow Support Agreement, dated as of the 17th day of
August, 1993 ("Agreement").


      WHEREAS,  the  Supporting Party and the Partnerships  wish  to  amend  the
Agreement in the manner and to the extent as hereinafter provided.


      NOW,  THEREFORE,  for  good and valuable consideration,  the  receipt  and
sufficiency  of  which  are hereby acknowledged, the  parties  hereto  agree  as
follows:


      1.    Adjustment  of  Obligations (Section 4 of the  Agreement)  shall  be
amended by adding the following paragraph to the end thereof:

           "b.   The  amount  of the Quarterly Support Amount for  any  Guaranty
Property shall be reduced by an amount equal to two and one-half percent (2 1/2)
of the gross sales price upon the sale of any outparcel, peripheral land or such
other  real  estate  ("Outparcel") situate at a  Guaranty  Property  ("Quarterly
Support  Amount  Reduction"), for an annual maximum  reduction  of  ten  percent
(10%)."


     2.   The effective date of this Amendment shall be December 3, 1997.


      3.    Wilmington Trust Company is executing this Amendment to the  Amended
and  Restated Cash-Flow Support Agreement solely in its capacity as  Trustee  of
Crown  Investments Trust and, as such, Wilmington Trust Company shall  incur  no
personal liability in connection herewith.


      4.    Except as expressly amended herein, the Agreement is hereby ratified
and  confirmed and the terms, conditions, agreements, obligations and provisions
thereof are incorporated hereby as if fully set forth herein and the same  shall
continue in full force and effect.


     5.   This Amendment shall be binding upon and shall inure to the benefit of
the  parties hereto and their respective heirs, administrators, representatives,
successors,  and,  to the extent permitted by the terms of the Agreement,  their
assignees.


      IN  WITNESS WHEREOF, the parties hereto have caused this Amendment  to  be
duly executed as of the day and year first above written.
                                        
Address for Notices:


Pasquerilla Plaza                  CROWN INVESTMENTS TRUST
Johnstown, PA  15907
                              By:  WILMINGTON TRUST COMPANY,
Attn:Frank J. Pasquerilla          not in its individual capacity, but
                                   Solely as Trustee
                                   
                              By:  /s/ John M. Kriak
                                   Name:  John M. Kriak
                                   Title: Vice President




Pasquerilla Plaza                  CROWN AMERICAN PROPERTIES, L.P.
Johnstown, PA  15907
                              By:  CROWN AMERICAN REALTY
                                   TRUST, Sole General Partner

Attn:John M. Kriak

                              By:  /s/ John M. Kriak
                                   Name:  John M. Kriak
                                   Title: Chief Financial Officer





Pasquerilla Plaza                  CROWN AMERICAN FINANCING PARTNERSHIP
Johnstown, PA  15907             
                              By:  CROWN AMERICAN FINANCING
Attn:Frank J. Pasquerilla          CORPORATION, Managing
                                   General Partner
                                   
                                   
                              By:   /s/John M. Kriak
                                    Name:  John M. Kriak
                                    Title: Chief Financial Officer




EXHIBIT 10.13
                                        
                           CROWN AMERICAN REALTY TRUST

                           1993 TRUSTEES' OPTION PLAN
                 (As amended and restated on December 30, 1997)
                                        

          The purposes of the 1993 Trustees' Option Plan (as amended and
restated, the "Plan") are to provide for each Trustee of Crown American Realty
Trust (the "REIT") who is not also an employee of the REIT or any of its
subsidiaries (a "non-employee Trustee") to be granted stock options for the
Common Shares of Beneficial Interest, par value $.01 per share, of the REIT (the
"Common Shares") to promote the long-term success of the REIT by creating a
long-term mutuality of interests between the non-employee Trustees and
shareholders of the REIT, to provide an additional inducement for such
non-employee Trustees to remain with the REIT and to provide a means through
which the REIT may attract able persons to serve as Trustees of the REIT.


                                    SECTION 1
                                 Administration

          The Plan shall be administered by a Committee (the "Committee")
appointed by the Board of Trustees of the REIT (the "Board") and consisting of
not less than two members of the Board, each of whom at the time of appointment
to the Committee and at all times during service as a member of the Committee
shall be "Non-Employee Directors" as then defined under Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), or any successor
Rule.  The Committee shall keep records of action taken at its meetings.  A
majority of the Committee shall constitute a quorum at any meeting, and the acts
of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by all the members of the Committee, shall
be the acts of the Committee.

          The Committee shall interpret the Plan and prescribe such rules,
regulations and procedures in connection with the operations of the Plan as it
shall deem to be necessary and advisable for the administration of the Plan
consistent with the purposes of the Plan.  All questions of interpretation and
application of the Plan, or as to stock options granted under the Plan, shall be
subject to the determination of the Committee, which shall be final and binding.
No member of the Board, the Committee or the agents thereof shall be liable for
any action or determination made in good faith with respect to the Plan or any
transaction arising under the Plan.

          Notwithstanding the above, the selection of the Trustees to whom stock
options are to be granted, the timing of such grants, the number of shares
subject to any stock option, the exercise price of any stock option, the vesting
or forfeiture of any stock option, the periods during which any stock option may
be exercised and the term of any stock option shall be as hereinafter provided,
and the Committee shall have no discretion as to such matters.


                                    SECTION 2
                         Shares Available under the Plan

          The aggregate number of shares as to which grants of stock options may
be made under the Plan, effective from the date of amendment and restatement of
the Plan, is 125,000 Common Shares, subject to adjustment and substitution as
set forth in Section 5.  If any stock option granted under the Plan is canceled
by mutual consent, is forfeited or terminates or expires for any reason without
having been exercised in full, the number of shares subject thereto shall again
be available for purposes of the Plan.  The shares which may be issued or
delivered under the Plan may be either authorized but unissued shares or
reacquired shares or partly each, as shall be determined from time to time by
the Board.  If the number of shares then remaining available for the grant of
stock options is not sufficient for each non-employee Trustee entitled to
receive the same to be granted an option for the number of shares, to which such
non-employee Trustee is entitled (or the number of adjusted or substituted
shares pursuant to Section 5), then each non-employee Trustee shall be granted
an option for a number of whole shares equal to the number of shares then
remaining times a percentage obtained by dividing the number of option shares to
which such non-employee Trustee is entitled by the total number of option shares
to be granted to all non-employee Trustees at such time, disregarding any
fractions of a share.  Notwithstanding anything in the Plan to the contrary, no
stock option shall be granted to a non-employee Trustee that could cause the
REIT to fail to qualify as a real estate investment trust for federal income tax
purposes.


                                    SECTION 3
                             Grant of Stock Options

          On the date upon which a new non-employee Trustee is elected or
appointed to the Board, such non-employee Trustee, and on each December 31, each
non-employee Trustee then on the Board, shall automatically and without further
action by the Board or the Committee be granted a "nonstatutory stock option"
(i.e., a stock option which does not qualify under Sections 422 or 423 of the
Internal Revenue Code of 1986 (the "Code")) to purchase 5,000 Common Shares,
subject to adjustment and substitution as set forth in Section 5.


                                    SECTION 4
                      Terms and Conditions of Stock Options

          Stock options granted under the Plan shall be subject to the following
terms and conditions:

          (A)  The purchase price at which each stock option may be exercised
     (the "option price") shall be one hundred percent (100%) of the fair market
     value per Common Share on the date of the grant of such stock option
     pursuant to the Plan, determined as provided in Section 4(G).
     
          (B)  The option price for each stock option shall be paid in full upon
     exercise and shall be payable in cash in United States dollars (including
     check, bank draft or money order), which may include cash forwarded through
     a broker or other agent-sponsored exercise or financing program; provided,
     however, that in lieu of such cash the person exercising the stock option
     may pay the option price in whole or in part by delivering to the REIT
     Common Shares having a fair market value on the date of exercise of the
     stock option, determined as provided in Section 4(G), equal to the option
     price for the shares being purchased; except that (i) any portion of the
     option price representing a fraction of a share shall in any event be paid
     in cash and (ii) no Common Shares which have been held for less than one
     year may be delivered in payment of the option price of a stock option.  If
     the person exercising a stock option participates in a broker or other
     agent-sponsored exercise or financing program, the REIT will cooperate with
     all reasonable procedures of the broker or other agent to permit
     participation by the person exercising the stock option in the exercise or
     financing program.  Notwithstanding any procedure of the broker or other
     agent-sponsored exercise or financing program, if the option price is paid
     in cash, the exercise of the stock option shall not be deemed to occur and
     no Common Shares will be issued or delivered until the REIT has received
     full payment in cash (including check, bank draft or money order) for the
     option price from the broker or other agent.  The date of exercise of a
     stock option shall be determined under procedures established by the
     Committee, and as of the date of exercise the person exercising the stock
     option shall be considered for all purposes to be the owner of the shares
     with respect to which the stock option has been exercised.  Payment of the
     option price with shares shall not increase the number of Common Shares
     which may be issued or delivered under the Plan as provided in Section 2.
     
          (C)  The stock options granted under the Plan shall vest and become
     exercisable immediately upon grant and, subject to the terms of Section
     4(E) providing for earlier termination of a stock option, no stock option
     shall be exercisable after the expiration of eleven years from the date of
     grant.  A stock option to the extent exercisable at any time may be
     exercised in whole or in part.
     
          (D)  No stock option shall be transferable by the grantee otherwise
     than by Will or, if the grantee dies intestate, by the laws of descent and
     distribution of the state of domicile of the grantee at the time of death.
     All stock options shall be exercisable during the lifetime of the grantee
     only by the grantee or the grantee's guardian or legal representative.
     
          (E)  If a grantee ceases to be a Trustee of the REIT, any outstanding
     stock options held by the grantee shall terminate according to the
     following provisions:
     
               (i)  If a grantee ceases to be a non-employee Trustee of the REIT
          for any reason other than death or disability, any then outstanding
          stock option held by such grantee shall be exercisable by the grantee
          at any time prior to the expiration date of such stock option or
          within 90 days after the date of leaving the Board, whichever is the
          shorter period;
          
               (ii)  If a grantee ceases to be a non-employee Trustee due to
          disability (within the meaning of Section 22(e)(3) of the Code), any
          then outstanding stock option held by such grantee shall be
          exercisable by the grantee at any time prior to the expiration date of
          such stock option or within one year after the date of leaving the
          Board, whichever is the shorter period; and
          
               (iii)  Following the death of a grantee, whether during service
          as a non-employee Trustee of the REIT or thereafter, any outstanding
          stock option held by the grantee at the time of death shall be
          exercisable by the person entitled to do so under the Will of the
          grantee, or, if the grantee shall fail to make testamentary
          disposition of the stock option or shall die intestate, by the legal
          representative of the grantee, at any time prior to one year after the
          date of death.
          
          (F)  All stock options shall be confirmed by an agreement, or an
     amendment thereto, which shall be executed on behalf of the REIT by the
     Chief Executive Officer (if other than the President), the President or any
     Vice President and by the grantee.
     
          (G)  Fair market value of the Common Shares shall be the mean between
     the following prices, as applicable, for the date as of which fair market
     value is to be determined as quoted in The Wall Street Journal (or in such
     other reliable publication as the Committee, in its discretion, may
     determine to rely upon):  (a) if the Common Shares are listed on the New
     York Stock Exchange, the highest and lowest sales prices per Common Share
     as quoted in the NYSE-Composite Transactions listing for such date, (b) if
     the Common Shares are not listed on such exchange, the highest and lowest
     sales prices per Common Share for such date on (or on any composite index
     including) the principal United States securities exchange registered under
     the 1934 Act on which the Common Shares are listed, or (c) if the Common
     Shares are not listed on any such exchange, the highest and lowest sales
     prices per Common Share for such date on the National Association of
     Securities Dealers Automated Quotations System or any successor system then
     in use ("NASDAQ").  If there are no such sale price quotations for the date
     as of which fair market value is to be determined but there are such sale
     price quotations within a reasonable period both before and after such
     date, then fair market value shall be determined by taking a weighted
     average of the means between the highest and lowest sales prices per Common
     Share as so quoted on the nearest date before and the nearest date after
     the date as of which fair market value is to be determined.  The average
     should be weighted inversely by the respective numbers of trading days
     between the selling dates and the date as of which fair market value is to
     be determined.  If there are no such sale price quotations on or within a
     reasonable period both before and after the date as of which fair market
     value is to be determined, then fair market value of the Common Shares
     shall be the mean between the bona fide bid and asked prices per Common
     Share as so quoted for such date on NASDAQ, or if none, the weighted
     average of the means between such bona fide bid and asked prices on the
     nearest trading date before and the nearest trading date after the date as
     of which fair market value is to be determined, if both such dates are
     within a reasonable period.  The average is to be determined in the manner
     described above in this Section 4(G).  If the fair market value of the
     Common Shares cannot be determined on the basis previously set forth in
     this Section 4(G) for the date as of which fair market value is to be
     determined, the Committee shall in good faith determine the fair market
     value of the Common Shares on such date.  Fair market value shall be
     determined without regard to any restriction other than a restriction
     which, by its terms, will never lapse.
     
          (H)  The obligation of the REIT to issue or deliver Common Shares
     under the Plan shall be subject to (i) the effectiveness of a registration
     statement under the Securities Act of 1933, as amended, with respect to
     such shares, if deemed necessary or appropriate by counsel for the REIT,
     (ii) the condition that the shares shall have been listed (or authorized
     for listing upon official notice of issuance) upon each stock exchange, if
     any, on which the Common Shares may then be listed and (iii) all other
     applicable laws, regulations, rules and orders which may then be in effect.
     
          Subject to the foregoing provisions of this Section 4 and the other
provisions of the Plan, any stock option granted under the Plan may be subject
to such restrictions and other terms and conditions, if any, as shall be
determined, in its discretion, by the Committee and set forth in the agreement
referred to in Section 4(F), or an amendment thereto.


                                    SECTION 5
                      Adjustment and Substitution of Shares

          If a dividend or other distribution payable in Common Shares shall be
declared upon the Common Shares, the number of Common Shares set forth in
Section 2, the number of Common Shares then subject to any outstanding stock
options and the number of Common Shares which may be issued or delivered under
the Plan but are not then subject to outstanding stock options shall be adjusted
by adding thereto the number of Common Shares which would have been
distributable thereon if such shares had been outstanding on the date fixed for
determining the shareholders entitled to receive such stock dividend or
distribution.

          If the outstanding Common Shares shall be changed into or exchangeable
for a different number or kind of shares of stock or other securities of the
REIT or another corporation, whether through reorganization, reclassification,
recapitalization, stock split-up, combination of shares, merger or
consolidation, then there shall be substituted for each Common Share set forth
in Section 2, for each Common Share subject to any then outstanding stock
option, and for each Common Share which may be issued or delivered under the
Plan but which is not then subject to any outstanding stock option, the number
and kind of shares of stock or other securities into which each outstanding
Common Share shall be so changed or for which each such share shall be
exchangeable.

          In case of any adjustment or substitution as provided for in this
Section 5, the aggregate option price for all shares subject to each then
outstanding stock option prior to such adjustment or substitution shall be the
aggregate option price for all shares of stock or other securities (including
any fraction) to which such shares shall have been adjusted or which shall have
been substituted for such shares.  Any new option price per share shall be
carried to at least three decimal places with the last decimal place rounded
upwards to the nearest whole number.

          If the outstanding Common Shares shall be changed in value by reason
of spin-off, split-off, or dividend in partial liquidation, dividend in property
other than cash or extraordinary distribution to holders of the Common Shares,
the Committee shall make any adjustments to any then outstanding stock option
which it determines are equitably required to prevent dilution or enlargement of
the rights of grantees which would otherwise result from any such transaction.

          No adjustment or substitution provided for in this Section 5 shall
require the REIT to issue or deliver or sell a fraction of a share or other
security.  Accordingly, all fractional shares or other securities which result
from any such adjustment or substitution shall be eliminated and not carried
forward to any subsequent adjustment or substitution.

          Except as provided in this Section 5, a grantee shall have no rights
by reason of any issue by the REIT of stock of any class or securities
convertible into stock of any class, any subdivision or consolidation of shares
of stock of any class, the payments of any stock dividends or any other increase
or decrease in the number of shares of stock of any class.


                                    SECTION 6
            Effect of the Plan on the Rights of REIT and Shareholders

          Nothing in the Plan, in any stock option granted under the Plan, or in
any stock option agreement shall confer any right to any person to continue as a
Trustee of the REIT or interfere in any way with the rights of the shareholders
of the REIT or the Board to elect and remove Trustees.


                                    SECTION 7
                            Amendment and Termination

          The right to amend the Plan at any time and from time to time and the
right to terminate the Plan at any time are hereby specifically reserved to the
Board; provided, that no such termination shall terminate any outstanding stock
options granted under the Plan; and provided, further, that no amendment of the
Plan shall (a) be made without shareholder approval if shareholder approval of
the amendment is at the time required for stock options under the Plan to
qualify for the exemption from Section 16(b) of the 1934 Act provided by Rule
16b-3 or by the rules of the New York Stock Exchange or any other stock exchange
on which the Common Shares may then be listed, (b) amend more than once every
six months the provisions of the Plan relating to the selection of the Trustees
to whom stock options are to be granted, the timing of such issuance or grants,
the number of shares subject to any issuance or stock option, the exercise price
of any stock option, the periods during which any stock option may be exercised
and the term of any stock option other than to comport with changes in the Code
or the rules and regulations thereunder or (c) otherwise amend the Plan in any
manner that would cause stock options under the Plan not to qualify for the
exemption provided by Rule 16b-3.  No amendment or termination of the Plan
shall, without the written consent of the holder of a stock option theretofore
awarded under the Plan, adversely affect the rights of such holder with respect
thereto.

          Notwithstanding anything contained in the preceding paragraph or any
other provision of the Plan or any stock option agreement, the Board shall have
the power to amend the Plan in any manner deemed necessary or advisable for
stock options granted under the Plan to qualify for the exemption provided by
Rule 16b-3 (or any successor rule relating to exemption from Section 16(b) of
the 1934 Act), and any such amendment shall, to the extent deemed necessary or
advisable by the Board, be applicable to any outstanding stock options
theretofore granted under the Plan notwithstanding any contrary provisions
contained in any stock option agreement.  In the event of any such amendment to
the Plan, the holder of any stock option outstanding under the Plan shall, upon
request of the Committee and as a condition to the exercisability of such
option, execute a conforming amendment in the form prescribed by the Committee
to the stock option agreement referred to in Section 4(F) within such reasonable
time as the Committee shall specify in such request.


                                    SECTION 8
                       Effective Date and Duration of Plan

          The effective date and date of adoption of the amendment and
restatement of the Plan shall be December 30, 1997, the date of the amendment
and restatement of the Plan by the Board.  No stock option may be granted under
the Plan subsequent to January 1, 2008.


EXHIBIT 21

                           CROWN AMERICAN REALTY TRUST
                                        
                  LIST OF SUBISIDIARIES AS OF DECEMBER 31, 1997

Following are the subsidiaries of Crown American Realty Trust and of Crown
American Properties, L.P. as of December 31, 1997 together with their ownership
interests as of that date.

Crown American Realty Trust:
   Subsidiary:                                              Ownership Interest
Crown American Properties, L.P.                           73.72% common interest
                                                      100.00% preferred interest
     Crown American Financing Corporation                     100.00%
     Crown Wyoming Associates                                 100.00%
     Crown Lycoming Service Associates                        100.00%
     Crown American WL Associates                             100.00%
     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 Properties, L.P.
   Subsidiary                                               Ownership Interest
     Crown American Financing Partnership                     99.5% *
     Crown Wyoming Associates                                 99.5% *
     Crown American WL Associates, L.P.                       99.5% *
     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 of our report dated February 25, 1998, included in the Crown American
Realty Trust 1997 Form 10-K, into Crown American Realty Trust's previously 
filed Registration Statements on Form S-3 dated August 18, 1994, Form S-3 dated 
May 4, 1995 and Form S-3 dated June 27, 1997.


                                        /s/ ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
March 6, 1998


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, 1997, 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 25, 1998                       /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, 1997, 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 25, 1998                       /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, 1997, 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 25, 1998                       /s/ Zachary L. Solomon
Date                                    (Name) Zachary L. Solomon

                                        Title: Trustee




                                POWER OF ATTORNEY
                                        
                                        
           KNOW  ALL MEN BY THESE PRESENTS, that Margaret T. Monaco, 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,  her  true  and  lawful attorney-in-fact and agent,  with  full  power  of
substitution  and revocation, for her and in her 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, 1997, 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 ass he might or could  do  in
person,  hereby  ratifying  and confirming all that  said  attorney-in-fact  and
agent, or her substitute or substitutes, may lawfully do or cause to be done  by
virtue thereof.


February 25, 1998                       /s/ Margaret T. Monaco
Date                                    (Name) Margaret T. Monaco

                                        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
               Investors:     Frank Pasquerilla   814-535-9347
                              Mark Pasquerilla    814-535-9364
               Internet:      http://www.crownam.com

IMMEDIATE RELEASE:            Wednesday, February 25, 1998

                                        
                         CROWN AMERICAN REALTY TRUST LED
          ENCLOSED MALL PEER GROUP IN TOTAL 1997 SHAREHOLDER RETURNS
                                        
           FOURTH QUARTER CORE MALL OPERATING RESULTS ROSE 8.6 PERCENT
                                        
                                        
     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, 1997.  The Board of
Trustees also declared regular quarterly dividends on its common and senior
preferred shares.
                         _______________________________
                                        
     "Total leasing results for 1997 were a Company record with 748,000 square
feet of mall shop space leased" stated Crown American Realty Trust President,
Mark E. Pasquerilla.  "Our strong leasing performance, our successful preferred
share offering completed in July, the 1.2 million common share buyback program,
and the new financial partnership with GECC all contributed to investor
confidence in Crown's long-term prospects.  The result was 34.8% in total
shareholder return for 1997, the highest in the enclosed mall peer group."
     
     Pasquerilla continued, "FFO (Funds From Operations) contributed from our
`core' mall operations was up 8.6 percent in the fourth quarter and 3.4 percent
for the full year compared to the corresponding periods of 1996.  Core mall
operations include minimum, percentage and straight-line rents, net mall
operating costs (after tenant recoveries), temporary and promotional leasing,
and miscellaneous mall and net utility income.  Fourth quarter results were
further enhanced by the acquisition of Valley Mall in Hagerstown, Maryland, in
mid-November."
     
     "FFO per share for the fourth quarter of 1997 was $0.36, which slightly
exceeded analysts' expectations. This compares to $0.37 per share for the fourth
quarter of 1996.  This $0.01 per share decline was caused by high non-recurring
lease buyout income in the fourth quarter of 1996 and the temporary dilutive
impact of the July 1997 preferred share offering completed in July 1997, which
offset the positive mall operating results."

     "The fundamental operating trends in the portfolio continue to be
positive," Pasquerilla continued.  "Comparable small shop sales increased by 5.1
percent.  Annualized revenues from new and renewal signed small shop leases
during 1997 were $14.9 million, 75 percent higher than 1996.  Also, in 1997, we
signed theater and freestanding leases having annual revenues of $2.7 million.
Based on these trends, we expect modest growth in FFO per share in 1998 compared
to 1997.  The 1998 FFO growth should be concentrated in the second half when
many of the new tenants open their stores.  The expected increase in 1998 FFO
should be the first increase we have had during the last three years when our
malls have been undergoing a positive transformation of anchor enhancements and
improved quality of mall shop tenants."
     
     Pasquerilla concluded, "Management continues to focus on the positive
transformation of its existing portfolio.  The positive momentum that we have
achieved is expediting the attainment of our internal growth objectives - to
increase mall shop occupancy while increasing average base rents.  Mall shop
occupancy increased in 1997 and is expected to increase again in 1998.  With the
completion of the preferred share offering in July of this year, the Company has
reduced its debt leverage.  The new partnership with GECC provided the company
with $150 million in credit lines for acquisitions and general working capital
purposes, thus positioning the Company to pursue additional external growth
opportunities.  We have already completed one accretive mall acquisition and are
actively pursuing other mall acquisitions.  In addition, we are working on a
planned early refinancing of our $280 million REMIC and other debt in mid-1998
to take advantage of the favorable rate environment and to provide further
financial flexibility and funds for future expansions and acquisitions."
     
                              Dividend Information

     The Board of Trustees declared regular quarterly dividends of $.20 per
common share and $1.375 per senior preferred share.  Both dividends are payable
March 20, 1998 to shareholders of record on March 9, 1998.
                                        
                     Financial Information - Fourth Quarter

     For the quarter ended December 31, 1997, the Company reports that Funds
from Operations (FFO) allocable to common shares was $9.5 million, or $0.36 per
common share, compared with $10.3 million, or $0.37 per common share, for the
fourth quarter of 1996.  During the fourth quarter, FFO from core mall
operations, excluding the recently acquired Valley Mall, increased by $0.06 per
share.  This increase was offset by $0.03 in lower lease buyout income, $0.02 in
higher net general and administrative expenses, $0.01 per share in lower gain on
outparcel land sales, $0.01 per share in higher cash flow support, and $0.02
from the various temporary net dilutive effects of the preferred share offering
completed in July 1997.  The $0.02 per share net dilutive impact of the
preferred reflects the $3.4 million in preferred dividends, offset by $1.6
million lower interest expense from the $58.3 million in debt paid-down from the
preferred share proceeds and from interest income on temporary short-term
investments, mitigated by $0.5 million contribution from Valley Mall purchased
with preferred share proceeds and by lower average common shares outstanding due
to the common share buyback program also funded from the preferred share
proceeds.  Through December 31, 1997, the Company had acquired 1.25 million
common shares under the previously announced buyback program; the Board of
Trustees has authorized the repurchase of up to 2.5 million common shares.

     Total revenues for the fourth quarter were $38.4 million, as compared to
$37.8 for the fourth quarter of 1996.  This $0.6 million increase is primarily
due to $0.7 million higher mall shop base and percentage rents, $0.3 million in
higher temporary and seasonal leasing income, $0.7 million in total revenues
from Valley Mall, offset by $1.0 million in lower lease buyout income (included
in minimum rent) and $0.1 million in lower anchor base and percentage rents.

     For the fourth quarter of 1997, the Company achieved net income of $3.5
million.  After deducting preferred dividends, there was $0.1 million net income
allocable to common shares, or $0.00 per share.  This compares to $2.4 million
net income allocable to common shares, or $0.09 per share, in the fourth quarter
of 1996.
                                        
                      Financial Information - Twelve Months

     For the year ended December 31, 1997, FFO allocable to common shares was
$31.2 million or $1.15 per common share, compared to $36.1 million, or $1.31 per
common share, in 1996.  FFO per share from core mall operations was $0.08 higher
than 1996.  However, this increase was offset by $0.06 from the various
temporary net dilutive effects of the July 1997 preferred share offering, $0.06
from lower lease buyout income, $0.06 from lower gain on outparcel land sales,
and $0.06 from a combination of higher net general and administrative expenses,
higher interest expense, higher earned cash flow support, lower fee income, and
lower business interruption insurance income.

     Total 1997 revenues were $131.0 million compared to $134.0 million in 1996.
Contributing to the decrease in revenues were: $0.8 million lower business
interruption insurance, $0.6 lower cost recovery income due to lower recoverable
costs at the properties, $2.3 million lower lease buyout income due mainly to
two Kmart anchor lease buyouts in the third and fourth quarters of 1996, $0.2
million lower small shop base and percentage rents due to lower occupancy
earlier in the year partially offset by higher average base rent per foot, $0.8
million lower anchor base and percentage rents from higher anchor vacancies in
1997, and $0.4 million lower fees and commissions from sales of non-Company
properties (included in miscellaneous income).  Offsetting these decreases were:
$0.8 million in higher temporary and promotional income, $0.2 million higher net
utility income, $0.5 million higher straight-line rental income, and $0.7
million in revenues from Valley Mall purchased in mid November 1997.  Of the
total $3.0 million decrease in revenues for 1997, $2.5 million occurred in the
first six months.

     For the year ended December 31, 1997, the Company had net income of $1.9
million.  After deducting preferred dividends, there was a net loss allocable to
common shares of $4.7 million, or $0.17 per common share, compared to $5.8
million net income, or $0.21 per common share, for 1996.

                              Operating Information

     The following operating information excludes the effects of Valley Mall
which was acquired by the Company in mid-November 1997.

     During the fourth quarter of 1997, leases for 143,000 square feet of mall
shops were signed resulting in $3.3 million in annual base rental income.  This
compares to 91,000 square feet for $1.8 million during the same period in 1996.
A total of 74 leases were signed, which included 24 renewals and 50 new leases.
The average rent for leases signed in the fourth quarter was $23.15 per square
foot, including $25.33 for new leases and $19.46 for renewals.

     For all of 1997, leases for 748,000 square feet of mall shops were signed
for $14.9 million in annual base rental income.  A total of 371 leases were
signed, including 170 renewals and 201 new leases.  Average rent per square foot
for 1997 was $19.98, which includes $22.47 per square foot for new space and
$17.52 per square foot for renewals. The $22.47 average base rent on all new
leases in 1997 was 94% higher than the average base rent for all tenants that
closed in 1997.

     The average base rent of the portfolio as of December 31, 1997 was $16.82
per square foot.  This is a six- percent increase from $15.85 per square foot as
of December 31, 1996, and the 17th consecutive quarter that average base rent
has increased.

     Overall, mall shop occupancy was 79 percent as of December 31, 1997, a
three percent increase from 76 percent as of December 31, 1996.  The 79 percent
excludes Valley Mall which was acquired in November 1997.

     Mall shop comparable sales for 1997 were $228 per square foot.  This is a
5.1 percent increase over the $217 per square foot reported for 1996 and
considerably higher than the 1.5 percent increase for the country as reported by
the International Council of Shopping Centers (ICSC).

     Occupancy costs, that is, base rent, percentage rent and expense recoveries
as a percentage of mall shop sales at all properties, were 10.4 percent as of
December 31, 1997, as compared to 10.6 percent as of December 31, 1996.  This is
the lowest level since the Company's August 1993 IPO and is a positive indicator
of the affordability of Crown malls for specialty retailers.

     Seasonal and promotional leasing income for 1997 amounted to $9.2 million,
a 9.5 percent increase over the $8.4 million recorded in 1996.

                                   Acquisition
                                        
     In November 1997 the Company acquired the 665,000 square foot Valley Mall
in Hagerstown, Maryland.  The $32 million transaction is immediately accretive
to FFO and was funded in cash from proceeds of the preferred share offering.
The purchase also included 31 acres of land adjacent to the mall for future
expansion.  The mall is currently anchored by JCPenney and The Bon-Ton who lease
their facilities and Montgomery Ward who owns its location.  Valley Mall opened
in 1974 and was extensively renovated in 1995.

                             Expansions/Renovations
                                        
     In August, the 2 1/2-year expansion and reconstruction of Logan Valley Mall
(Altoona, Pa.) was completed.  The mall had been damaged in a December 1994
fire.  The project, whose total cost approximates $68 million, included
expanding a new Kaufmann's location, expanding and renovating Sears, relocating
JCPenney into a new location, building a new eight-screen theater complex,
building a new two-story mall shop area and completely renovating the existing
mall.  The mall was also completely remerchandised and currently has mall shop
sales trending toward $300 per square foot with occupancy expected to approach
90 percent this Spring.

     A $1.5 million interior renovation at Capital City Mall (Harrisburg, Pa.)
was completed in November.  The project included adding skylights and new
ceiling treatments to the common area and food court.

     In April, a $4 million renovation was completed at Shenango Valley Mall
(Sharon, Pa.), which included skylights, new ceiling treatments, exterior
enhancements and parking lot improvements.

     Work is underway for a major expansion at Patrick Henry Mall (Newport News,
Va.). Belk Stores has begun a major 35,000 square foot expansion of its facility
while The May Department Stores Company is adding a new 140,000 square foot
Hecht's department store.  Both department stores will be responsible for the
costs of their own construction.  In addition, Dillards will be replacing the
Proffitt's department store and will be opening this Spring.  Crown American
will also be adding 29,102 square feet of new mall shop space.  The project is
expected to be completed this Fall.

New Department Stores

     In 1997, Crown American added three new JCPenney department stores to the
portfolio.  They include:

          A 145,000 square foot JCPenney opened in January at Logan Valley Mall
     (Altoona, Pa.), replacing the former store that was converted into mall
     shop space.
          
          A 101,000 square foot JCPenney replaced Leggett's at Francis Scott Key
     Mall (Frederick, Md.) in March.
     
          At Chambersburg Mall (Chambersburg, Pa.) a 60,000 square foot JCPenney
     replaced Hess's/Bon-Ton in March.
     
     Wal-Mart is more than doubling its size at Martinsburg Mall (Martinsburg,
WV).  The existing 90,000 square foot store will grow to a 204,000 square foot
Wal-Mart super-center.  Wal-Mart is primarily responsible for the construction
costs of this project.

     Construction is underway at Nittany Mall (State College, Pa.) where The May
Department Stores Company is building a 95,000 square foot Kaufmann's department
store that will open in November 1998.  The project also includes relocating the
Sears Auto Center.

                    Multi-Screen Theater and Other Additions
                                        
     At West Manchester Mall (York, Pa.) construction is continuing on the
addition of a 13 screen Regal Cinema.  The 43,400 square foot theater is
expected to open this Summer.


     Construction is continuing at Oak Ridge Mall (Oak Ridge, Tenn.) where
Goody's is relocating from an adjacent strip center outside the mall to a 
22,000 square foot location inside the mall.  Goody's is being relocated in
order to build a new 14-screen 50,000 square foot Cinemark theater.

     At Uniontown Mall (Uniontown, Pa.) Teletech Holdings, Inc. has signed a
lease to occupy a 65,000 square foot customer call center in the space that
formerly housed the Hess's/Bon-Ton department store.  Teletech will begin
operations this Spring and will employ 600 people.
     
               ___________________________________________________

     Certain preceding quotations contain forward looking statements that
involve risk and uncertainties, including overall economic conditions, the
impact of competition consumer buying trends, weather patterns and other
factors.
     
     Crown American Realty Trust is the managing general partner and majority
owner of Crown American Properties, L.P. (the "Operating Partnership") and Crown
American Properties, L.P. is general partner of Crown American Financing
Partnership and other partnerships, which own, acquire, operate and develop
regional shopping malls.  Currently, the Crown American portfolio consists of 26
regional shopping malls in Pennsylvania, Maryland, Virginia, West Virginia, New
Jersey, Tennessee and Georgia.

     Selected financial data follows for Crown American Realty Trust for the
three and twelve months ended December 31, 1997.  A copy of the Company's
Supplemental Financial and Operational Information Package is available by
calling Investor Relations at 1-800-860-2011.


EXHIBIT 99 (b)


<TABLE>
<CAPTION>


SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE
                                                                               
CROWN AMERICAN REALTY TRUST                                                    
FOURTH QUARTER 1997                                                            
OTHER FINANCIAL AND OPERATIONAL DATA (unaudited)                             
                                                                               
                                        Three Months Ended      Year Ended   
                                              Dec. 31,           Dec. 31,
FINANCIAL AND ANALYTICAL                   1997 vs. 1996       1997 vs. 1996    
DATA:                                                     

(inthousands, except as noted)

Total FFO - Incr (decr) -  1997          $ 000     $ per     $ 000     $ per   
compared to 1996:                                   share               share
<S>                                      <C>       <C>      <C>        <C>     
Base and percentage rents from anchors $    511   $ 0.014  $ (1,003) $  (0.027)
and mall shops
Temporary and promotional leasing           304     0.008        807     0.022  
income
Mall operating costs, net of tenant       1,062     0.029      2,530     0.068  
recovery income
Utility income, miscellaneous mall          116     0.003        103     0.003  
income, equity in joint venture
Straight line rental income                 145     0.004        532     0.014  
Core mall operations--same properties     2,138     0.058      2,969     0.080  
Impact of Valley Mall                       527     0.014        527     0.014  
Core mall operations--all properties      2,665     0.072      3,496     0.094  
                                                                                
Lease buyout income                       (967)   (0.026)    (2,297)   (0.062)  
Business interruption insurance from          0     0.000      (830)   (0.022)  
Logan Valley Fire
Property admin. and general & admin.      (823)   (0.023)      (836)   (0.023)  
expenses; other
Cash flow support earned                    311     0.009        844     0.023  
Interest expense, before impact from         63     0.002      (622)   (0.017)  
preferred shares
Impact of preferred shares on net         1,576     0.044      3,296     0.089  
interest expense
Gain on sale of outparcel land            (387)   (0.010)    (2,374)   (0.064)  
Fee income on sales of non-company         (38)   (0.001)      (388)   (0.010)  
properties
Impact on per share amount from common              0.015                0.020  
share repurchases
Change in FFO before preferred div's      2,400     0.082        289     0.028  
and
minority interest
Allocation to preferred shareholders    (3,438)   (0.096)    (6,646)   (0.182)  
(preferred dividends)
Allocation to minority interest in          222     0.000      1,477     0.000  
Operating Partnership
Rounding to whole cents                             0.004              (0.006)  
Change in FFO allocable to common      $  (816) $ (0.010)  $ (4,880) $ (0.160)  
shareholders
                                                                                
                                       Three Months Ended      Year Ended 
                                            Dec. 31,             Dec. 31,
                                         1997      1996       1997     1996   
Funds from Operations ($000 except per                                          
share data):
Net income (loss)                      $  3,524  $  2,363   $  1,907  $  5,807  
Adjustments:                                                                    
Minority Interest in Operating               23       806    (1,644)     1,979  
Partnership
Gain on asset sales                                                    (2,351)  
Depreciation and amortization -          10,163     9,420     39,682    36,678  
real estate
Operating covenant amortization             657       657      2,630     2,630  
Cash flow support amounts                   991       680      3,733     2,889  
Extraordinary loss on early                 968                2,331       718  
extinguishment of debt
FFO before allocations to minority       16,326    13,926     48,639    48,350  
interest and preferred shares
Less preferred share dividends          (3,438)              (6,646)            
Less portion of FFO allocable to        (3,366)   (3,588)   (10,810)  (12,287) 
minority interest
FFO allocable to common shares         $  9,522  $  10,338  $ 31,183  $ 36,063  
FFO per common share                   $   0.36  $    0.37  $   1.15  $   1.31  
                                                                                
Average shares outstanding during the    26,519    27,576     27,228    27,515  
period
Shares outstanding at period end         26,475    27,613     26,475    27,613  
                                                                                
Avg. partnership units and shares        35,958    37,020     36,667    36,956  
outstanding during the period
Partnership units and shares             35,914    37,052     35,914    37,052  
outstanding at period end
                                                                                
Components of Minimum Rents:                                                    
Anchor - contractual or base rents    $   5,575  $  5,603   $ 22,213  $ 22,624  
Mall shops - contractual or base rents   15,715    14,830     59,648    59,885  
Straight line rental income                 152       (7)         89     (457)  
Ground lease - contractual or base          414       385      1,542     1,540  
rents
Lease buyout income                                   967        182     2,479  
Operating covenant amortization           (657)     (657)    (2,630)   (2,630)  
Total minimum rents                   $  21,199  $ 21,121   $ 81,044  $ 83,441  
Components of Percentage Rents:                                                 
Anchors                               $   1,437  $  1,483   $  3,454  $  3,763  
Mall shops and ground leases              1,209     1,126      3,090     2,726  
Net                                   $   2,646  $  2,609   $  6,544  $  6,489  

</TABLE>



<TABLE>
<CAPTION>


SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE
                                                                                
                                                                                
CROWN AMERICAN REALTY TRUST                                                    
FOURTH QUARTER 1997                                                            
OTHER FINANCIAL AND OPERATING DATA                                             
(unaudited)
                                                                               
                                       Three Months Ended    Year Ended        
                                            Dec. 31,           Dec. 31,
                                        1997      1996      1997      1996   
                                          (in thousands, except as noted)      
<S>                                    <C>        <C>         <C>        <C> 
EBITDA:  earnings (including gain on                                           
sale of outparcel land)
before interest, taxes and all        $ 25,657  $  25,253   $ 88,028  $ 91,514 
depreciation and amortization
                                                                               
Debt and Interest:                                                              
                                                                                
Fixed rate debt at period end         $400,054  $ 395,771   $400,054  $395,771  
Variable rate debt at period end       141,659    173,014    141,659   173,014  
Total debt at period end              $541,713  $ 568,785   $541,713  $568,785  
                                                                                
Weighted avg. interest rate on fixed     7.7 %      7.8 %      7.7 %     7.9 %
rate debt for the period
Weighted avg. interest rate on           7.7 %      7.7 %      7.9 %     7.9 %
variable rate debt for the period
                                                                                
Total interest expense for period     $ 10,199  $  11,838   $ 42,663  $ 45,337  
Amort. of deferred debt cost for           813        774      3,311     3,857  
period (incl. in interest exp)
Capitalized interest costs during          481        671      2,463     2,943  
period
                                                                                
Capital Expenditures Incurred:                                                  
                                                                                
Allowances for anchors tenants        $     90  $   1,719   $  3,063  $  5,162  
Allowances for mall shop tenants         3,901      1,320      8,615     7,326  
Leasing costs and commissions              246        691      2,398     2,160  
Expansions and major renovations,        7,833      6,241     25,076    36,834  
including escrow deposits
Acquired properties                     31,981                31,981            
All other capital expenditures             479        631      1,724     1,766  
(included in Other Assets)
Total Capital Expenditures during     $ 44,530  $  10,602   $ 72,857  $ 53,248  
the period
                                                                                
OPERATING DATA:                                                                 
                                                                                
Mall shop GLA at period end 
(000 sq. ft)                                                   5,539     5,355 
                                                                                
Occupancy percentage at period end                            79.0 %    76.0 %
                                                                                
Comp. Store Mall shop sales - 12                            $ 228.17  $ 216.90  
months ( $ per sq. ft.)
                                                                                
Mall shop occupancy cost percentage                           10.4 %    10.6 %
at period end
                                                                                
Average mall shop base rent at                              $  16.82  $  15.85  
period end ($ per sq. ft.)
                                                                                
Mall shop leasing for the period:                                               
New leases - sq. feet (000)                 90         24        372       244  
New leases - $ per sq. ft.            $  25.33  $   33.01   $  22.47  $  21.62  
Number of new leases signed.                50         27        201       143  
                                                                                
Renewal leases - sq. feet (000)             53         67        376       179  
Renewal leases - $ per sq. ft.        $  19.46  $   15.65   $  17.52  $  18.10  
Number of renewal leases signed.            24         30        170       104  
                                                                                
Tenant Allowances for leases signed                                             
during the period:
First Generation Space - per sq. ft.  $  16.40  $    9.04   $  32.09  $  30.82  
Second Generation Space - per sq.     $  13.52  $    2.32   $   7.89  $   9.14  
ft.
Leases Signed during the period by:                                             
First Generation Space - sq. feet           20          5         95        70  
(000)
Second Generation Space - sq. feet         123         86        653       353  
(000)

</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, 1997
                                            
                                                
                                 PERCENT  TOTAL
                                 OF       NUMBER
                                 TOTAL    STORES  SQ FT
TENANT                     NOTES REVENUES OF      OCCUPIED

<S>                        <C>    <C>     <C>    <C>
                                          
SEARS, ROEBUCK AND CO.             7.5%   19    1,920,461
J C PENNEY INC.            (1)     5.2%   26    1,696,906
THE BON-TON                        3.4%   17    1,182,922
MAY DEPARTMENT STORES CO.  (2)     1.9%   8       991,380
VALUE CITY DEPARTMENT              1.5%   6       441,665
STORES
THE LIMITED STORES INC.    (3)     4.6%   51      382,640
PROFFITTS, INC.                    0.9%   5       318,989
WAL-MART STORES                    1.3%   3       302,204
K-MART CORPORATION                 1.0%   3       259,517
F.W. WOOLWORTH             (4)     3.8%   78      249,466
CHARMING SHOPS                     1.7%   22      193,843
SHOE SHOW OF ROCKY MT.             1.4%   22       95,824
INC.
HALLMARK-OWNED STORES              1.6%   26       92,794
DEB SHOPS, INC.                    1.1%   15       91,447
INTIMATE BRANDS, INC.      (5)     1.5%   27       85,462
WALDEN BOOK CO., INC.              1.5%   21       75,509
THE WALL MUSIC INC.                1.5%   20       73,903
PAYLESS SHOESOURCE INC.            1.2%   22       72,222
CONSOLIDATED STORES        (6)     1.3%   22       71,247
TANDY CORPORATION                  1.0%   25       61,746
MORAY INC.                 (7)     0.9%   15       58,164
DOLLAR TREE                (8)     0.7%   17       42,236
THE GAP                            0.9%   10       41,236
GENERAL NUTRITION INC.             0.8%   23       35,312
STERLING                           0.8%   18       20,061
                                                         
TOTALS                            49.0%         8,857,156
                                                         

Notes:
(1)   Includes 18 J.C. Penney department stores and 8 Eckerd stores.
(2)   May Co. owns 5 of 8 stores totaling 619,101 square feet.
(3)   Includes Limited Express, Lane Bryant, Lerner Shops, The Limited (core
      division), and Structures.
(4)   Includes Woolworth, Afterthoughts, Kinney, Footlocker, Lady Footlocker,
      Champs, and Northern Reflections.
(5)   Spun off by the Limited.  Includes Victoria Secrets and Bath & Body.
(6)   Includes Kay-Bee Toys which it recently purchased from Melville Realty Co.
(7)   Operates as B. Moss
(8)   Includes Only One Dollar and Dollar Tree stores.

</TABLE>



<TABLE>
<CAPTION>


SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE
                                                                               
CROWN AMERICAN REALTY TRUST                                                    
Consolidated Statements Of Operations                                          
                                                                               
                                          Three Months       Twelve Months
                                         Ended Dec. 31,      Ended Dec. 31,
                                         1997      1996      1997      1996
                                           (Unaudited)                         
                                         (in thousands, except per share data)
<S>                                                                             
Rental operations:                     <C>         <C>        <C>         <C>
Revenues:                                                                       
Minimum rent                         $  21,199  $  21,121  $  81,044  $   83,441
Percentage rent                          2,646      2,609      6,544       6,489
Property operating cost recoveries       9,029      9,098     30,513      30,975
Temporary and promotional leasing        4,437      4,039      9,312       8,411
Net utility income                         792        725      2,806       2,559
Business interruption insurance                                              830
Miscellaneous income                       291        240        775       1,267
Net                                     38,394     37,832    130,994     133,972
Property operating costs:                                                       
Recoverable operating costs             10,931     11,604     39,467      41,324
Property administrative costs              823        556      2,349       2,068
Other operating costs                      582      1,007      1,963       3,065
Depreciation and amortization            9,781      9,016     38,311      35,315
Net                                     22,117     22,183     82,090      81,772
Net                                     16,277     15,649     48,904      52,200
Other expenses:                                                                 
General and administrative               1,646      1,112      4,698       4,135
Interest                                10,199     11,838     42,663      45,337
Net                                     11,845     12,950     47,361      49,472
Net                                      4,432      2,699      1,543       2,728
Property sales and adjustments:                                                 
Gain on asset sales                                                        2,351
Gain on sale of outparcel land              83        470      1,051       3,425
Net                                         83        470      1,051       5,776
Income before extraordinary items                                               
and minority interest                    4,515      3,169      2,594       8,504
Extraordinary loss on early                                                     
extinguishment
of debt                                  (968)               (2,331)       (718)
Income before minority interest in                                              
Operating Partnership                    3,547      3,169        263       7,786
Minority interest in (income) loss                                              
of Operating Partnership                  (23)      (806)      1,644     (1,979)
Net income                               3,524      2,363      1,907       5,807
Dividends on preferred shareholders    (3,438)               (6,646)            
Net income (loss) applicable to                                                 
common shareholders                  $      86  $   2,363  $ (4,739)  $    5,807
                                                                                
Per common share information:                                                   
Basic EPS:                                                                      
Income (loss) before extraordinary   $    0.03  $    0.09  $  (0.11)  $     0.23
items
Net income (loss)                    $    0.00  $    0.09  $  (0.17)  $     0.21
                                                                                
Weighted average shares outstanding     26,505     27,576     27,228      27,515
(000)
                                                                                
Diluted EPS:                                                                    
Income (loss) before extraordinary   $    0.03  $    0.09  $  (0.11)  $     0.23
items
Net income (loss)                    $    0.00  $    0.09  $  (0.17)  $     0.21
                                                                                
Weighted average shares outstanding     26,505     27,576     27,228      27,515
(000)

</TABLE>



<TABLE>
<CAPTION>


SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE
                                                     
                                                     
CROWN AMERICAN REALTY TRUST                               
Consolidated Balance Sheets
                
                                                          December 31,      
                                                        1997           1996
                                                  (in thousands, except share
                                                      and per share data)

Assets
                                                                           
<S>                                                  <C>               <C>      
Income-producing properties:                                                    
Land                                               $   132,055      $ 120,999   
Buildings and improvements                             852,674        798,470   
Deferred leasing and other charges                      39,912         41,223   
Net                                                  1,024,641        960,692   
Accumulated depreciation and amortization            (315,125)      (281,478)
Net                                                    709,516        679,214   
                                                                                
Investment in joint venture                              5,808          5,799   
Cash and cash equivalents                                9,472          6,746   
Tenant and other receivables                            16,986         16,516   
Deferred charges and other assets                       44,167         32,363   
Net                                                $   785,949      $ 740,638   
                                                                                
                                                                                
Liabilities and Shareholders' Equity                                           
                                                                                
Debt on income-producing properties                $   541,713      $ 568,785   
Accounts payable and other liabilities                  29,132         32,201   
Net                                                    570,845        600,986   
                                                                                
Minority interest in Operating Partnership              25,334         35,576   
                                                                                
Commitments and contingencies                                                   
                                                                                
Shareholders' equity:                                                           
Non-redeemable senior preferred shares, 11%                                     
cumulative, $.01 par value, 2,500,000 shares
issued and outstanding                                      25             
Common shares, par value $.01 per share,                                        
120,000,000 shares authorized, 27,727,212 and 
27,612,756 shares issued at December 31, 1997
and 1996, respectively                                     277            276   
Additional paid-in capital                             308,571        184,205   
Accumulated deficit                                  (106,881)       (80,405)
Net                                                    201,992        104,076   
Less common shares held in treasury at cost;                                    
1,251,898 and 0 shares at December 31, 1997 
and 1996, respectively                                (12,222)                 
Net                                                    189,770        104,076   
Net                                                $   785,949      $ 740,638   
                                                                                

</TABLE>


<TABLE>
<CAPTION>


SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE
                                                         
CROWN AMERICAN REALTY TRUST                              
Consolidated Statements of Cash Flows       

                                                         
                                                         Year Ended December 31,
                                                           1997            1996
                                                              (in thousands)
<S>                                                      <C>            <C>
Cash flows from operating activities:                                           
Net income                                              $   1,907     $    5,807
Adjustments to reconcile net income to net cash                                 
provided by operating activities:                                               
Minority interest in Operating Partnership                (1,644)          1,979
Gain on asset sales                                                      (2,351)
Equity earnings in joint venture                            (528)          (575)
Depreciation and amortization                              45,886         43,713
Extraordinary loss on early extinguishment of debt          2,331            718
Net changes in:                                                                 
Tenant and other receivables                                  520        (1,386)
Deferred charges and other assets                         (7,857)          1,309
Accounts payable and other liabilities                    (1,868)        (4,366)
Net cash provided by operating activities                  38,747         44,848
                                                                                
Cash flows from investing activities:                                           
Investment in income properties                          (39,152)       (51,482)
Acquisitions of enclosed malls                           (31,981)               
                                                                               -
Distributions from joint venture                              150            300
Proceeds from asset sales                                                  9,452
Net cash (used in) investing activities                  (70,983)       (41,730)
                                                                                
Cash flows from financing activities:                                           
Net proceeds from issuance of senior preferred shares     118,671               
                                                                               -
Net proceeds from sale of common shares and from              921         1,257
dividend reinvestment plan
Proceeds from issuance or assumption of debt, net of      231,723         88,499
deposits
Cost of issuance of debt                                  (4,774)        (1,804)
Debt repayments                                         (265,002)       (60,796)
Dividends and distributions paid on common shares and    (29,287)       (29,564)
partnership units
Dividends paid on senior preferred shares                                       
                                                          (5,921)              -
Buyback of treasury stock                                                       
                                                         (12,222)              -
Cash flow support payments                                                      
                                                              853              -
Net cash (used in) provided by financing activities        34,962        (2,408)
                                                                                
Net increase in cash and cash equivalents                   2,726            710
                                                                                
Cash and cash equivalents, beginning of period              6,746          6,036
                                                                                
Cash and cash equivalents, end of period                $   9,472     $    6,746
                                                                                
Interest paid (net of capitalized amounts)              $  39,351     $   41,480
Interest capitalized                                    $   2,463     $    2,943
                                                                                
Non-cash financing activities:                                                  
Preferred dividends accrued but unpaid as of year end.  $     725     $        

Cash flow support credited to minority interest and                             
paid-in capital that was prefunded in 1995.             $   2,879     $    2,889

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