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, 1999

                        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 18, 2000, 26,207,919 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 18, 2000  the  aggregate market value of the voting common shares held
by non-affiliates of the registrant was approximately  $128.6  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 26, 2000, are incorporated by reference into
Part III of this Form 10-K.

Exhibit Index on pages 52 to 53



                                TABLE OF CONTENTS



Item No.                                                 Page No.
                                     PART I

1.   Business                                              1
2.   Properties                                            7
3.   Legal Proceedings                                    12
4.   Submission of Matters to a Vote of Security Holders  14
     Executive Officers of the Company                    14

                                     PART II

 5.  Market for Registrant's Common Shares of Beneficial
       Interest and Related Shareholder Matters           15
 6.  Selected Financial Data                              15
 7.  Management's Discussion and Analysis of Financial
       Condition and Results of Operations                18
 7(a).Quantitative and Qualitative Disclosures
       about Market Risk                                  28
 8.  Financial Statements and Supplementary Data          29
 9.  Changes in and Disagreements with Accountants on
       Accounting and Financial Disclosure                51

                                    PART III

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

                                     PART IV

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


                                     PART I

Item 1.   Business.

(a)       General Development of Business

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

          On August 17, 1993, the Company consummated simultaneously the
acquisition of the Properties 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.  Fifteen 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, 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.  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 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 then comprised
of Frank  J. Pasquerilla, 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  (i)
Company  shares  issued for cash, issued under the Company's option  plans,  and
issued  under  the dividend reinvestment plan (proceeds then reinvested  by  the
Company  in  the Operating Partnership in exchange for an equivalent  number  of
additional  common Partnership Units), (ii) additional Partnership Units  issued
as partial consideration for the purchase of Wyoming Valley and Middletown Malls
and  Greater  Lewistown Plaza in 1998,  (iii) issuance of preferred  Partnership
Units  in  exchange  for  cash  contributed by  the  Company  to  the  Operating
Partnership  in connection with the Company's 1997 offering of senior  preferred
shares,  and (iv) redemption of common Partnership Units in connection with  the
Company's  repurchase  in  the  open market of its  common  shares.   While  the
Company,  as  general  partner, has broad rights and authority  to  conduct  the
business, the Operating Partnership agreement provides that the consent of Crown
Investments  is  required for certain actions, including among  others,  merger,
consolidation, dissolution, liquidation, or sale of all or substantially all  of
the assets of the Operating Partnership.

           The  number of common and preferred Partnership Units outstanding  at
December 31, 1999 were as follows:

Held by                             Common Units            Preferred Units
                                   Number       %           Number        %

Crown American Realty Trust      26,207,919   72.47%      2,500,000     100.00%
Crown Investments Trust and
  its subsidiary, Crown
  American Investment Company     9,956,398   27.53%              -          -
Totals                           36,164,317  100.00%      2,500,000     100.00%


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

(c)       Narrative Description of Business

          General

           The  Company  conducts  all of its business  activities  through  the
Operating   Partnership,  the  Financing  Partnership   and   other   subsidiary
partnerships    or    limited   liability   corporations    (collectively    the
"Partnerships").   Through its ownership interests in the  Partnerships,  as  of
December  31,  1999  the  Company owns:  (i) 26 wholly-owned  enclosed  shopping
malls,  a  50%  partnership interest in Palmer Park Mall (an  enclosed  shopping
mall),   and  one  wholly-owned  non-enclosed  strip  shopping  center  (Greater
Lewistown  Plaza)  (collectively,  the "Malls"),  (ii)  an  office  building  in
Johnstown,  Pennsylvania with approximately 102,500 gross leasable square  feet,
which  serves  as  the headquarters of the Company and also is leased  to  CAA's
hotel  division,  to  an  affiliated company  and  to  unrelated  third  parties
("Pasquerilla  Plaza"), (iii) a ground leasehold interest in a  parcel  of  land
with  an  approximate  107,000  square foot building  sub-leased  to  an  anchor
department  store at Westgate Mall, a mall owned by an unaffiliated third  party
(the  "Anchor  Pad"),  and  (iv)  approximately  72  acres  of  outparcels   and
undeveloped land, the majority of which adjoins or is in the vicinity of certain
of  the Malls (hereinafter all such real estate assets to be referred to as  the
"Properties"). The Operating Partnership manages the 26 wholly-owned Malls,  the
non-enclosed  strip  shopping  center,  and  Pasquerilla  Plaza  (the   "Managed
Properties");  the Anchor Pad and Palmer Park Mall are managed by non-affiliated
third party property managers.

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

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

          Operating Strategies and Practices

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

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

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

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

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

          Business Objectives and Policies

          The Company's business objective is to achieve long-term capital
appreciation through increases in cash flow and the value of the Company.  The
Company seeks to accomplish this objective through its direct and indirect
ownership of the Properties, selective acquisitions 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.
While none of the Properties are under a definitive sale agreement at this time,
the Company is currently exploring dispositions of a few properties in order  to
recycle capital for future investment opportunities or to enhance cash flows and
liquidity.  No properties are classified as held for sale at December 31,  1999.
It  is possible that the net sales proceeds for some properties, if sold in  the
future, could be lower than their current net book value, which would result  in
a loss upon possible future sale.

          Financing

          The Company maintains working capital and lines of credit that,
together with potential access to borrowings and other sources of funds, it
believes is adequate for the current conduct of its business and investments in
the ordinary course.  The principal financing activities of the Company during
1999 included:  (i)  additional borrowings of $29.2 million under its modified
line of credit facility, much of which was used to fund construction and tenant
allowance costs for the Valley Mall expansion project, (ii) $12.7 million in
borrowings under its construction loan for Washington Crown Center, (iii) $5.2
million in debt amortization and debt issuance costs, (iv) $43.2 million paid in
common and preferred dividends, and (v) $3.0 million received in Cash Flow
Support (see Note 8 to the Consolidated Financial Statements).  As further
described in Note 5 to the Consolidated Financial Statements, in September 1999
the Company completed an extension to November 2001 and certain modifications to
its existing secured line of credit facility with General Electric Capital
Corporation.  Prior to the modifications, the line of credit consisted of a $50
million general line, of which $49.2 million was outstanding, and a $100 million
acquisition line of which $27.1 million was outstanding related to the 1998
acquisition of Jacksonville Mall.  The modified credit facility combines the
prior two lines into a single line of credit with a $150 million maximum
commitment level, and an initial $109 million availability, of which $20 million
is reserved for the Valley Mall expansion project.  The availability under the
line can be increased up the maximum amount upon achieving certain financial and
debt service ratio tests that depend on the future operating performance of the
five malls that secure the line and future interest rates.  Interest under the
modified line is based on LIBOR plus 2.95%.

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

          Strategy for Growth

          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 Properties through increased occupancy and increased
rent, expanding and/or renovating existing Properties, acquiring and, to a
lesser extent, developing new enclosed and non-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; 23 Malls are the largest enclosed malls in
their trade areas, of which 13 are the only enclosed mall in their trade areas.

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

          CAA had continually expanded and renovated its Malls to maintain their
competitive position.  23 of the Malls have had at least one expansion or
renovation since they were completed, and 18 of the Malls have been expanded
more than once.  Approximately 1.9 million square feet of remaining expansion
capacity is available and can be used to maintain and enhance the quality of the
Malls and their competitive position in their trade areas.

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

          Employees

          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, 1999, the Operating Partnership has approximately 499 full-time
employees in the following operational areas:

                                                        Number of
                                                        Employees

     Asset and property management (including on-site)      398
     Leasing and lease administration                        22
     Development and construction services                   12
     Financial, accounting, MIS and legal services           46
     Executive management and corporate administration       21
     Total                                                  499

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

          Business Issues

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

           Income Taxes

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

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

          Environmental Matters

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

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

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

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

Item 2.   Properties.

(a)       The Malls

          Through its ownership interests in the Partnerships, the Company owns
the Malls, which consist of 26 wholly-owned enclosed shopping malls, a 50%
partnership interest in Palmer Park Mall (an enclosed shopping mall), and one
wholly-owned non-enclosed strip shopping center.  All of the Malls have
department stores, theaters, and other large space users as anchor tenants (the
"Anchors"), as described in the table on the following pages.  All of the Malls
have numerous diversified retail stores, and in some instances a few office or
non-retail tenants (the "Mall Stores"), which are located along enclosed malls
connecting the Anchors. Additional freestanding retail stores and ground lease
properties (the "Freestanding Stores") are located along the perimeter of the
parking areas at 18 of the Malls.  Unless otherwise indicated, the information
provided in this Item 2 is stated as of December 31, 1999.

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

          The total gross leasable area ("GLA") of the Malls is approximately
16.4 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 eleven anchor locations owned by their occupants or other
entities.  Anchors, Mall Stores and Freestanding Stores account for
approximately 60%, 35% and 5%, respectively, of the total GLA of the Malls.
Excluding Freestanding Stores, the enclosed Malls range in size from
approximately 300,000 to 840,000 square feet of GLA with an average size of
approximately 572,000 square feet of GLA.  Each Mall has ample surface parking
with 21 of the Malls having parking ratios above 5.0 per 1,000 square feet of
GLA.

          At December 31, 1999, 99% of the Company-owned anchor GLA was leased
and occupied, and all eleven non-owned anchor stores were occupied.  Two multi-
screen theaters are under construction and are scheduled to open in May 2000.
These two theaters are the Hollywood Theater at Washington Crown Center and R/C
Theaters at Valley Mall.  Vacant non-revenue generating anchor premises at
December 31, 1999 consist of a  former Proffitt's store at Oak Ridge Mall which
closed in 1999 and a former J.C. Penney store at Carlisle Mall which closed in
1998.  Vacant but rent-paying anchor premises include Upton's at Patrick Henry
Mall and the Weis Market at South Mall.  (See Notes 5 and 13 following the table
on page 11.)

           The Company is in discussions with department store chains and other
tenants as replacements for the vacant anchor store locations.  Mall Store GLA
was 84% leased at December 31, 1999, and freestanding space was 75% occupied at
December 31, 1999.  All references herein to occupancy rates and to leased space
for mall shop tenants include signed leases with tenants that have not yet taken
occupancy.

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

          The Malls generally are located in middle markets where there are
relatively few other enclosed shopping malls.  The Company's management believes
that the Malls have strong competitive positions because 23 are the largest, of
which 13 are the only, enclosed regional shopping malls in their respective
trade areas.  No one Mall accounted for more than 5.6% of the total GLA of the
Malls or 7.0% of total revenues for the year ended December 31, 1999.

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

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

          Unless otherwise noted, the following table sets forth certain
information regarding the Malls as of December 31, 1999:

                                              % of GLA
                                                Leased                  Lease
                                                 as of                    or
                                              December 31,             Easement
Property/Location (1)  Square Feet of GLA(1)    1999 (2)    Anchors   Expiration

Pennsylvania

Capital City Mall      Mall          237,161     96.2%      Sears         2000
Harrisburg, PA         Anchor        324,462    100.0%      Hecht's (3)   2093
                       Freestanding   46,158    100.0%      J.C. Penney   2010
                       Total GLA     607,781     98.5%

Carlisle Plaza Mall    Mall          143,735     61.6%      Vacant (4)       -
Carlisle, PA           Anchor        154,335     74.8%      Bon-Ton        2005
                       Freestanding   44,660     87.9%      Albion
                       Total GLA     342,730     71.0%        Antiques (4)   -

Chambersburg Mall      Mall          211,134     91.3%      Sears          2010
Chambersburg, PA       Anchor        240,948    100.0%      J.C. Penney    2012
                       Total GLA     452,082     96.8%      Value City     2007
                                                            Bon-Ton        2005

Greater Lewistown      Anchor         94,284    100.0%      Weis Market    2011
Lewistown, PA          Freestanding   77,423    100.0%      J.C. Penney    2004
                       Total GLA     171,707    100.0%

Logan Valley Mall      Mall          329,611     91.6%       Kaufmann's    2005
Altoona, PA            Anchor        453,643    100.0%       Sears         2016
                       Total GLA     783,254     96.5%       J.C. Penney   2017

Lycoming Mall          Mall          314,825     85.7%       Sears         2008
Williamsport, PA       Anchor        453,936    100.0%       J.C. Penney   2005
                       Freestanding   25,857    100.0%       Bon-Ton       2006
                       Total GLA     794,618     94.3%       Kaufmann's (3)2093
                                                             Value City    2008

Nittany Mall           Mall          214,245     85.9%       Sears         2005
State College, PA      Anchor        317,316    100.0%       J.C. Penney   2005
                       Freestanding    3,568    100.0%       Kaufmann's (3)2097
                       Total GLA     535,129     94.4%       Bon-Ton       2003

North Hanover Mall     Mall          131,503     92.5%       Sears         2004
Hanover, PA            Anchor        286,596    100.0%       J.C. Penney   2001
                       Freestanding   28,914     23.7%       Bon-Ton       2001
                       Total GLA     447,013     92.9%       Black Rose
                                                               Antiques (7)   -

Palmer Park Mall       Mall          144,307     77.2%       Bon-Ton       2014
Easton, PA             Anchor        312,110    100.0%       Boscov's      2018
                       Freestanding      684    100.0%
                       Total GLA     457,101     92.8%

Schuylkill Mall        Mall          275,905     71.2%       Sears         2005
Frackville, PA         Anchor        375,583    100.0%       Kmart         2005
                       Freestanding   78,096     53.0%       Bon-Ton (10)  2032
                       Total GLA     729,584     84.1%       Phar-Mor      2006
                                                             U.S. Factory
                                                               Outlets     2009

Shenango Valley Mall   Mall          106,117     71.3%       Sears         2000
Sharon, PA             Anchor        385,276    100.0%       J.C. Penney   2004
                       Freestanding   21,416      0.0%       Kaufmann's    2001
                       Total GLA     512,809     89.9%

South Mall             Mall          151,482     97.6%       Bon-Ton       2005
Allentown, PA          Anchor        229,985    100.0%       Stein Mart    2006
                       Freestanding   24,920    100.0%       Phar-Mor      2006
                       Total GLA     406,387     99.1%       Weis Market
                                                               (13)        1999

Uniontown Mall         Mall          239,734     88.5%       Sears         2003
Uniontown, PA          Anchor        411,381    100.0%       J.C. Penney   2005
                       Freestanding   45,978    100.0%       Bon-Ton       2006
                       Total GLA     697,093     96.0%       Value City    2002
                                                             Teletech      2005
                                                             Freight
                                                               Liquidators 2005

Viewmont Mall          Mall          207,749     99.9%       Sears         2005
Scranton, PA           Anchor        532,058    100.0%       J.C. Penney   2000
                       Freestanding   31,029     99.1%       Kaufmann's (3)2093
                       Total GLA     770,836     99.9%

Washington Crown
Center (6)             Mall          225,371     60.1%       Sears         2009
Washington, PA         Anchor        441,286    100.0%       Ames          2006
                       Freestanding    3,132    100.0%       Bon-Ton       2010
                       Total GLA     669,789     86.6%       Kaufmann's (3)2097
                                                             Hollywood
                                                               Theaters (6)2019

West Manchester Mall   Mall          295,976     79.5%       Value City    2011
York, PA               Anchor        407,366    100.0%       Bon-Ton       2001
                       Total GLA     703,342     91.4%       Wal-Mart      2014
                                                             Hecht's (3)   2094

Wyoming Valley Mall    Mall          238,907     94.6%       Sears         2001
Wilkes-Barre, PA       Anchor        585,676    100.0%       J.C. Penney   2002
                       Freestanding   93,647     92.4%       Bon-Ton       2002
                       Total GLA     918,230     97.8%       Kaufmann's (8)2002
                                                             Kaufmann's (8)2002

Maryland

Francis Scott Key Mall Mall         268,684      94.2%       Sears         2003
Frederick, MD          Anchor       435,347     100.0%       J.C. Penney   2001
                       Freestanding   2,417     100.0%       Value City    2010
                       Total GLA    706,448      97.8%       Hecht's (10)  2044

Valley Mall (11)       Mall         254,430      90.3%       J.C.  Penney  2004
Hagerstown, MD         Anchor       585,902     100.0%       Bon-Ton       2014
                       Freestanding  48,762     100.0%       Montgomery
                       Total GLA    889,094      97.2%         Ward  (10)  2044
                                                             Hecht's (3)   2099
                                                             R/C Theaters
                                                               (11)        2020

New Jersey

Phillipsburg Mall      Mall         216,650      78.1%       Bon-Ton       2010
Phillipsburg, NJ       Anchor       306,541     100.0%       J.C. Penney   2010
                       Freestanding  15,065      78.8%       Kmart         2015
                       Total GLA    538,256      90.5%       Sears         2004

North Carolina

Jacksonville Mall      Mall         171,258      96.4%       Belk-Rhodes   2011
Jacksonville, NC       Anchor       243,659     100.0%       J.C. Penney   2004
                       Total GLA    414,917      98.5%       Sears         2011

Virginia

New River Valley Mall  Mall         182,880      85.8%       Sears         2008
Christiansburg, VA     Anchor       240,753     100.0%       J.C. Penney   2008
                       Total GLA    423,633      93.9%       Belk-Rhodes   2008
                                                             Peebles       2009

Patrick Henry Mall     Mall         236,276      94.3%       Upton's (5)   2007
Newport News, VA       Anchor       407,644     100.0%       Dillards (9)  2008
                       Total GLA    643,920      97.9%       Hecht's (3)   2099
                                                             Dillards (9)  2013

Georgia

Mount Berry Square     Mall         208,789      74.0%       Sears         2011
Rome, GA               Anchor       269,868     100.0%       J.C. Penney   2006
                       Total GLA    478,657      88.7%       Proffitt's    2012
                                                             Belk-Rhodes   2011

Tennessee

Bradley Square         Mall        144,505       67.9%       Sears         2005
Cleveland, TN          Anchor      258,684      100.0%       J.C. Penney   2006
                       Total GLA   403,189       88.5%       Proffitt's    2006
                                                             Kmart         2012

Oak Ridge Mall         Mall        269,261       38.4%       Sears         2005
Oak Ridge, TN          Anchor      368,272       86.4%       J.C. Penney   2007
                      Freestanding 236,671       52.5%       Wal-Mart      2008
                       Total GLA   874,204       62.5%       Proffitt's    2013
                                                             Vacant (14)      -

West Virginia

Crossroads Mall        Mall        193,500       81.6%       Belk-Rhodes   2008
Beckley, WV            Anchor      256,248      100.0%       J.C. Penney   2001
                       Total GLA   449,748       92.1%       Sears         2001

Martinsburg Mall       Mall        165,139       78.3%       Sears         2011
Martinsburg, WV        Anchor      391,270      100.0%       Wal-Mart      2011
                       Total GLA   556,409       93.6%       J.C. Penney   2011
                                                             Bon-Ton       2012


Totals for all         Mall Stores 5,779,134     84.2%
Malls                  Anchor      9,770,429
                                     (12)        99.1%
                       Freestanding  828,397     74.7%
                       Total GLA  16,377,960     92.6%


(1)  Location is the major city or town nearest to the property, and is not
     necessarily the local jurisdiction in which the property is located.  GLA
     includes the total square footage of the Anchors, Mall Stores and
     Freestanding Stores.
(2)  Occupancy includes both tenants in occupancy and tenants that have signed
     leases but have not yet taken occupancy as of December 31, 1999.
(3)  Tenant  currently  holds  a long-term ground lease  with  nominal  purchase
     option.  These locations are deemed owned by their anchor occupants as they
     only pay a nominal rent.
(4)  Albion  Antiques  is the name given to the former Kmart  anchor  space  now
     substantially leased on a month-to-month basis to approximately 120 antique
     dealers.  Albion Antiques is currently generating approximately $120,000 in
     annual  net  income  from  these  tenants and  accordingly  this  space  is
     considered  to  be occupied in the accompanying occupancy statistics.   The
     38,000 square foot former J.C. Penney store remains vacant.
(5)  Upton's closed this store in November 1999 as part of a corporate-wide
     restructuring; however, Upton's is obligated to continue to pay full rents
     through December 2000.  The Company is negotiating with J.C. Penney to
     lease the Upton's store location.
(6)  Washington Crown Center was redeveloped and expanded in 1999.  The grand
     reopening took place in October 1999 and included the opening of a new
     140,000 square foot Kaufmann's department store.  A 56,000 square foot 14
     screen stadium-style movie theater is currently under construction and is
     expected to open in May 2000.
(7)  Black Rose Antiques is the name given to the former Kmart anchor space  now
     substantially leased on a month-to-month basis to approximately 160 antique
     dealers.    Black  Rose  Antiques  is  currently  generating  approximately
     $250,000  in  annual  net income from these tenants, and  accordingly  this
     space   is   considered  to  be  occupied  in  the  accompanying  occupancy
     statistics.
(8)  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 operates two stores one for women's apparel and one for men's and
     children's apparel.
(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) The grand opening of the Valley Mall expansion occurred in October 1999.
     The expansion included a new 120,000 square foot Hecht's department store,
     24,800 net additional mall shop GLA, and a 30,000 square foot expansion of
     the Bon-Ton department store.  A 54,000 square foot 16 screen stadium-style
     movie theater is currently under construction and is expected to open in
     May 2000.
(12) Includes 1,318,000 square feet of space related to 11 stores that are owned
     or deemed owned under long-term lease purchase agreements by their anchor
     occupants.
(13) Weis Market vacated this 40,000 square foot store in November 1999, but
     paid rent until December 31, 1999.
(14) In August 1999 Proffitt's lease on their 50,000 square foot store expired,
     and they vacated the store.  This store remained vacant at December 31,
     1999.  Proffitt's continues to operate its other store in this mall.

(b)       Other Properties

          The Company also has ownership interests in Pasquerilla Plaza and the
Anchor Pad, as described below, and also owns approximately 72 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 75,000
square feet as its headquarters space.  Approximately 14,500 square feet is
leased to CAA and affiliates for annual base rent of approximately $272,000.
Approximately 13,000 square feet is currently leased to third parties.  Net
rental revenue from Pasquerilla Plaza from tenants other than CAA and affiliates
was $214,000 for the year ended December 31, 1999.

          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;
however, the Company has already exercised an option to purchase the land fee
interest for $500,000; the purchase is expected to occur in late 2000.  Rental
revenue from the Anchor sublease was $397,000 in 1999.

(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  July  30, 1996.  The consolidated  amended  complaint
asserts  a  class  period  extending from March  1,  1995  to  August  8,  1995,
inclusive.

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

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

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

          On July 6, 1999, the Court granted the Company's motion to dismiss the
third  amended  complaint in the Warden action in its entirety  with  prejudice.
On  August 5, 1999, the plaintiffs filed an appeal to the U.S. Court of  Appeals
for  the Third Circuit.  On July 20, 1999, the Court granted in part and  denied
in  part  the  Company's motion to dismiss the third amended  complaint  in  the
consolidated  action.   In  its ruling, the Court dismissed  the  Company  as  a
defendant  and  otherwise ruled consistent with its November 2, 1998,  decision,
dismissing  all  of  the  claims,  except for  the  narrow  set  of  allegations
referenced above.

           The   consolidated legal action and the Warden action are both  in  a
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  action.
The  Company's current and former officers that are named in this litigation are
covered  under  a  liability insurance policy paid  for  by  the  Company.   The
Company's officers also have indemnification agreements with the Company.  While
the  final  resolution  of  this  litigation  cannot  be  presently  determined,
management does not believe that it will have a material adverse effect  on  the
Company's 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 Company seeking to enjoin the development of a Kaufmann's
department  store  at  the  Nittany  Mall.  Bon-Ton  claims  that  the  proposed
Kaufmann's  store would violate a restrictive covenant in Bon-Ton's  lease  with
the  Company.   The  Company 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 the Company and May, denying Bon-Ton's  request  for
injunctive  relief and granting the Company's and May's motion for a declaratory
judgment.  Bon-Ton appealed to the Pennsylvania Superior Court which entered  an
Order  in  favor  of  the Company and May on April 7, 1999.   Bon-Ton  filed  an
Application  Requesting Reargument which the Pennsylvania Superior Court  denied
by  Order  dated June 15, 1999.  On July 15, 1999, Bon-Ton filed a Petition  for
Allowance  of Appeal to the Pennsylvania Supreme Court, which said Court  denied
by Order dated October 18, 1999.  Bon-Ton has filed no further appeal.

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, 1999.

EXECUTIVE OFFICERS OF THE COMPANY

          The following table sets forth certain information with respect to the
executive officers of the Company as of  February 15, 2000.

       Name               Age       Office with the Company

Mark  E.  Pasquerilla     40        Chairman of the  Board  of  Trustees,
                                    Chief Executive Officer, and President
Nicholas O. Antonazzo     62        Executive Vice President, Development
Thomas Stephenson         58        Executive Vice President, Asset Management
Terry L. Stevens          51        Trustee, Executive Vice President, Chief
                                    Financial Officer
Donato B. Zucco           59        Trustee, Senior Vice President, Chief
                                    Administrative Officer

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

          Nicholas O. Antonazzo became Executive Vice President, Development, of
the Company upon its formation.  Mr. Antonazzo directs the expansion and
redevelopment of regional malls and anchor department store relations.  He has
also served as Executive Vice President of Development of 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,
upon joining the Company in April 1994.  Mr. Stephenson is responsible for
directing the operations of the Company's regional shopping mall portfolio.  He
served as Senior Vice President of Operations for The Hahn Company (a shopping
center developer and manager) from 1987 to 1994 and as Vice President of
Operations from 1983 to 1987.   Previously, he was with Trizec Corporation, Ltd.
(a shopping center developer and manager) from 1971 to 1983 as Vice President of
Operations.  Mr. Stephenson is a CPA.

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

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

          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  18,  2000,  there were 26,207,919  common  shares  issued  and
outstanding, held by 1,081 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, 1998 through December 31, 1999 were as follows:

                                    1998                          1999
                         High       Low     Dividend    High      Low   Dividend

Quarter ended March 31   $9 9/16    $8 1/2  $0.200      $8        $6 1/8  $0.200
Quarter ended June 30    $10 13/16  $9 1/8  $0.200      $7 13/16  $6 1/4  $0.205
Quarter ended Sept. 30   $10 1/8    $7 1/2  $0.200      $7 3/8    $6 5/16 $0.205
Quarter ended Dec. 31    $8 3/4     $7 1/2  $0.200      $6 3/4    $5 1/4  $0.205

Item 6.   Selected Financial Data

           The  following table sets forth selected consolidated financial  data
for   the   Company,  its  wholly-owned  subsidiaries,  and  its  majority-owned
subsidiary, the Operating Partnership.  The Company is sole general  partner  in
the  Operating  Partnership,  and as of December 31,  1999  holds  100%  of  the
preferred  partnership  interests  (see Note 6  to  the  Consolidated  Financial
Statements)  and  72.47%  of  the common partnership  interests.  The  Operating
Partnership directly owns seven malls, the 50% joint venture interest in  Palmer
Park  Mall,  the Corporate headquarters building, and the Westgate  anchor  pad.
All  remaining properties are owned by seven partnerships and limited  liability
companies  that  are  99.5% or 100.0% owned by the Operating  Partnership.   The
remaining 0.5% interests in these second-tier entities are owned by the  Company
through  its wholly-owned subsidiaries.  The 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).

           Industry analysts generally consider Funds from Operations ("FFO") an
appropriate  measure of performance for an equity REIT.  Funds  from  Operations
means  net  income  (computed in accordance with generally  accepted  accounting
principles) before minority interest, real estate depreciation and amortization,
and  extraordinary  and  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 or losses on sales of operating properties  and
anchor  store  locations  are excluded from FFO because  such  transactions  are
uncommon and not a part of ongoing operations.

           In  1999  the  National Association of Real Estate Investment  Trusts
(NAREIT) adopted changes to the definition of Funds from Operations that  become
effective  in  2000,  at which time prior years' reported  FFO  be  restated  to
conform  to  the new changes.  The primary impact on the Company  will  be  that
"unusual non-recurring" items previously excluded from FFO will now be included.
As a result, the restructuring costs of $2,251,000 in 1999 will be deducted from
FFO upon restatement.

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

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

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

<TABLE>
<CAPTION>


Item 6. Selected Financial Data (continued)

                                                 Year Ended December 31,
                                      1999      1998     1997     1996     1995
                                         (in thousands, except per share data)
<S>                                 <C>       <C>      <C>      <C>       <C>
Operating Data:
Total revenues                     $159,074 $146,748 $130,994 $133,972  $132,248
Operating costs:
Property operating costs             50,911   48,550   43,779   46,457    45,408
Depreciation and amortization        44,306   41,712   38,311   35,315    34,634
General and administrative
expenses                              4,751    5,066    4,698    4,135     4,420
Restructuring costs                   2,251
Operating income before interest     56,855   51,420   44,206   48,065    47,786
Interest                             51,075   45,417   42,663   45,337    42,923
Adjustment to carrying value of
assets                                                                  (35,000)
Gain on sale of property              1,761    1,210    1,051    5,776     3,492
Income (loss) before minority
interest and extraordinary items      7,541    7,213    2,594    8,504  (26,645)
Minority interest in Operating
Partnership                           1,734    8,363    1,644  (1,979)     4,205
Cumulative effect of change in
accounting method                            (1,703)
Extraordinary gain on fire
insurance claim                                                           11,244
Extraordinary loss on early
extinguishment of debt                      (22,512)  (2,331)    (718)     (765)
Net income (loss)                     9,275  (8,639)    1,907    5,807  (11,961)
Dividends on preferred shares      (13,750) (13,750)  (6,646)
Net income (loss) applicable to   $         $         $        $        $
common shares                       (4,475) (22,389)  (4,739)    5,807  (11,961)
Per share data (after minority
interest): (1)
   Basic EPS:
Income (loss) before extraordinary
extraordinary items               $  (0.17) $ (0.18) $ (0.11)  $  0.23  $ (0.72)
Extraordinary items                           (0.62)   (0.06)   (0.02)      0.29
Cumulative effect of change in
accounting method                             (0.05)
Net income (loss)                 $  (0.17) $ (0.85) $ (0.17)  $  0.21  $ (0.43)
Diluted EPS:
Income (loss) before extraordinary
items                             $  (0.17) $ (0.18) $ (0.11)  $  0.23  $ (0.72)
Extraordinary items                           (0.62)   (0.06)   (0.02)      0.29
Cumulative effect of change in
accounting method                             (0.05)
Net income (loss)                 $  (0.17) $ (0.85) $ (0.17) $   0.21 $  (0.43)

Other Data:
EBITDA (2 & 4)                    $ 108,288 $ 98,499 $ 88,028 $ 91,514 $  91,269
Funds from Operations (FFO):
(3, 4, & 5)
Net income (loss)                 $   9,275 $(8,639) $  1,907 $  5,807 $(11,961)
Adjustments:
Minority interest in Operating
Partnership                         (1,734)  (8,363)  (1,644)    1,979   (4,205)
Adjustment to carrying value of
assets                                                                    35,000
Less gain on asset sales other
than outparcels                     (1,290)                    (2,351)
Depreciation and amortization -
real                                 45,925   42,992   39,682   36,678    36,417
estate
Operating covenant amortization       2,630    2,630    2,630    2,630     2,685
Cash flow support earned              2,973    3,784    3,733    2,889     2,591
Cumulative effect of change in
accounting method                              1,703
Extraordinary gain on fire
insurance claim                                                         (11,244)
Restructuring costs                   2,251
Extraordinary loss on early
extinguishment of debt                        22,512    2,331      718       765
Funds from Operations before
allocations to minority interest
and preferred shares                 60,030   56,619   48,639   48,350    50,048
Less:
Amounts allocable to preferred
shares                               13,750   13,750    6,646
Amounts allocable to minority
interest                             12,741   11,653   10,810   12,287    12,653
Funds from Operations applicable
to common shares                  $  33,539 $ 31,216 $ 31,183 $ 36,063 $  37,395
Weighted average common shares
outstanding (000)                    26,208   26,393   27,228   27,515    27,372
Weighted average common shares and
Operating Partnership units
outstanding (000)                    36,164   36,317   36,667   36,956    36,668

Cash Flows:
Net cash provided by operating
activities                        $  56,939 $ 54,834 $ 38,747 $ 44,848 $  57,174
Net cash (used in) investing
activities                         (49,683) (102,795) (70,983) (41,730)(100,238)
Net cash provided by (used in)
financing activities                (3,597)   52,001   34,962  (2,408)    46,964

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


</TABLE>


<TABLE>
<CAPTION>

Item 6. Selected Financial Data (continued)

                                             December 31,
Balance Sheet Data
($000):                1999          1998         1997        1996        1995
<S>                <C>           <C>           <C>          <C>        <C>
Income-producing
properties (before
accumulated
depreciation and
amortization)      $ 1,184,696   $ 1,134,349   $1,024,641   $960,692   $ 933,220
Total assets           875,208       869,288      785,949    740,638     737,518
Total debt and
liabilities            746,630       708,047      570,845    600,986     580,234
Minority interest        2,727        11,724       25,334     35,576      39,873
Shareholders' equity   125,851       149,517      189,770    104,076     117,411

Portfolio Property
Data (6):

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

Total GLA at end of
year (000 sq. ft.)
(7)                    16,378         15,948       14,999     14,321      14,063

Mall shop GLA at
end of year
(000 sq. ft.)           5,779          5,734        5,539      5,355       5,221

Comparable store
mall shop tenant
sales per square
foot (8)           $      258   $        242   $      228   $    217   $     206

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


(1)  All per share data are based on the weighted average common shares
     outstanding shown for the respective periods.
(2)  EBITDA represents earnings before interest, all depreciation and
     amortization, and unusual items.  The derivation of EBITDA is shown
     in Item 7 (c) herein.  As a REIT, the Company is generally not subject to
     federal or state income taxes.
(3)  Funds from Operations represents net income before minority interest, real
     estate depreciation and amortization, plus earned cash flow support and
     adjusted for certain unusual and non-recurring items.
(4)  EBITDA and Funds from Operations (i) do not represent cash flow from
     operations as defined by generally accepted accounting principles, (ii)
     are not necessarily indicative of cash available to fund all cash flow
     needs and (iii) should not be considered as an alternative to net income
     for purposes of evaluating the Company's operating performance.
(5)  Beginning in 1996, the Company adopted a revised definition of FFO as
     promulgated by NAREIT.  FFO for 1995 and prior periods has been restated.
     As discussed previously in this Item 6, in 2000 the Company will adopt
     further changes in the definition of FFO.
(6)  The data for 1997 includes the impact of the Valley Mall acquisition com-
     pleted in November 1997.  The data for 1998 includes the additions of
     Crossroads and Jacksonville Malls and Greater Lewistown Plaza, all of
     which were acquired in May 1998, and the sale of Middletown Mall in
     July 1998.  See Notes 14 and 15 to the Consolidated Financial Statements.
(7)  Total GLA includes anchor stores (company-owned and tenant-owned), mall
     shops, and freestanding space.
(8)  Total sales for all mall shop tenants, excluding freestanding space, movie
     theaters, and supermarkets, amounted to $1,010 million, $909 million,
     $721 million, $719 million, and $715 million for 1999, 1998, 1997, 1996,
     and 1995, respectively.  Sales reported in 1999, 1998, 1997, 1996, and
     1995 for all owned anchor stores were $1,286 million, $1,249 million,
     $1,132 million, $1,112 million, and $962 million, respectively.  The
     Company owns 97 of 108 anchor store premises as of December 31, 1999.
(9)  Includes both tenants in occupancy and tenants that have signed leases but
     have not yet taken occupancy as of the dates indicated.


</TABLE>


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

          The  following  discussion should be read  in  conjunction  with  the
Selected Financial Data in Item 6 and the Consolidated Financial Statements  and
Notes thereto in Item 8 in this Annual Report on Form 10-K.  The Note references
in  this item can be found on pages 34 to 50.   Historical results set forth  in
the  Selected Financial Data and the Consolidated Financial Statements of  Crown
American  Realty Trust (the "Company") are not necessarily indicative of  future
financial position and results of operations of the Company.

(a)       General Background and Performance Measurement

          Organization

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

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

          The  properties held by the Company at December 31, 1999 consist  of:
(i)  26 wholly-owned enclosed shopping malls (together with adjoining outparcels
and  approximately  72  acres of undeveloped land)  and  one  wholly-owned  non-
enclosed   strip   shopping  center  (Greater  Lewistown   Plaza)   located   in
Pennsylvania,  New Jersey, Maryland, Tennessee, North Carolina,  West  Virginia,
Virginia  and  Georgia, (ii) a 50% general partnership interest in  Palmer  Park
Mall Venture, which owns Palmer Park Mall located in Easton, Pennsylvania, (iii)
Pasquerilla  Plaza, an office building in Johnstown, Pennsylvania, which  serves
as the headquarters of the Company and is partially leased to other parties, and
(iv) a parcel of land (under ground lease with purchase option) improved with  a
building leased to a department store chain.

(b)       Funds from Operations

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

          Total  1999  FFO  (before  allocations to minority  interest  and  to
preferred shareholders) was $60.0 million compared to $56.6 million in  1998,  a
6.0%  increase.   FFO  applicable  to common shareholders  for  the  year  ended
December  31, 1999 was $33.5 million compared to $31.2 million in 1998,  a  7.4%
increase.   Average  common  shares  outstanding  during  1999  and  1998   were
26,208,000 and 26,393,000, respectively.

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

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

          Year ended  December 31, 1998 versus year ended December 31, 1997

          Total  1998  FFO  (before  allocations to minority  interest  and  to
preferred shareholders) was $56.6 million compared to $48.6 million in  1997,  a
16% increase.  FFO applicable to common shareholders for the year ended December
31,  1998 was $31.2 million or even with the amount reported for the year  ended
December 31, 1997.   Average common shares outstanding during 1998 and 1997 were
26,393,000 and 27,228,000, respectively.

          FFO  contributed  from  existing mall  operations  (before  interest,
general  and  administrative costs, and cash flow support) was up $3.2  million.
FFO contributed by the recently acquired properties, net of financing costs, was
$2.2 million.  These increases were partially offset by:  $4.2 million full year
impact  of  the preferred shares dividends (net of amount allocated to  acquired
properties);  and $0.6 million higher general and administrative  expenses,  due
mostly  to  higher  costs  in  the leasing and acquisition  departments.   After
allocations to acquired properties, interest expense was down by $0.2 million.

          The $3.2 million increase from existing properties resulted from:  (i)
an  increase in mall shop minimum and percentage rent of $5.0 million,  (ii)  an
increase  in  anchor minimum and percentage rent of $0.4 million, and  (iii)  an
increase  in  straight-line  rental income and miscellaneous  revenues  of  $0.3
million,  offset  by  (iv)   an increase in property  operating  costs  (net  of
recoveries)  in  the amount of $2.1 million, primarily due to  one-time  expense
reductions in 1997 as a result of real estate tax and franchise tax credits  due
to  settlements, and (v) lower temporary and promotional income in 1998  in  the
amount  of  $0.4  million due to less space available due  to  the  increase  in
permanent leasing.

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

          The computation of EBITDA is shown below for the years ended December
31, 1999, 1998, and 1997 ($000):
                                                    Year Ended December 31,
                                                   1999      1998       1997

Total revenues                                  $ 159,074 $ 146,748  $ 130,994
Add back operating covenant amortization
    deducted in minimum rent                        2,630     2,630      2,630
  Net                                             161,704   149,378    133,624

  Less recoverable costs and expenses             (46,545)  (43,755)   (39,467)
  Less non-recoverable costs and expenses          (1,991)   (2,262)    (1,963)
  Less property general & administrative costs     (2,375)   (2,533)    (2,349)
  Less corporate general & administrative costs    (4,751)   (5,066)    (4,698)
  Add back depreciation/amortization in above
    expense lines and joint venture depreciation
    (Company's share)                               1,775     1,527      1,830
  Gain on outparcel land sales                        471     1,210      1,051
EBITDA, as reported                             $ 108,288 $  98,499  $  88,028

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

          Total EBITDA for the year ended December 31, 1999 was $108.3 million,
an  increase  of $9.8 million, or 10% over 1998's amount of $98.5  million.   Of
this  total  increase, $7.4 million was attributable to the existing properties,
$2.9  million  was  due  to the 1998 acquisition properties,  and  the  sale  of
Middletown Mall in July 1998 produced a decrease of $0.5 million.

          Year ended December 31, 1998 versus year ended December 31, 1997

          Total EBITDA for the year ended December 31, 1998 was $98.5  million,
an increase  of $10.5 million from 1997.  Of this total increase, $8.2 million
was attributable  to  the recently acquired properties and $2.7  million  came
from existing  properties;  the  sale of Middletown Mall  in  July  1998
produced  a decrease of $0.4 million.

 (d)      Property Operating Results and Trends

          Aggregate Tenant Sales Volume

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

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

                                           1999      1998     1997

           Anchors (owned locations)     $ 1,286   $ 1,249  $ 1,132
           Mall shop tenants, excluding
             freestanding, theater, and
             supermarkets                  1,010       909      721

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

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

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

                             1999      1998      1997

           March 31        $ 17.95   $ 16.94   $ 15.96
           June 30           18.07     16.95     16.13
           September 30      18.34     17.30     16.69
           December 31       18.63     17.54     16.82

          Comparable Mall Store Sales and Occupancy Cost

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

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

                                                 1999     1998      1997

Comparable mall store sales per square foot     $ 258    $ 242     $ 228
Occupancy cost percentage at period end         10.1%    10.3%     10.4%

          Seasonality and Occupancy

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

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

                                   Mall Shop Occupancy
                                   1999   1998    1997

          March 31                 82%    79%     75%
          June 30                  82%    81%     77%
          September 30             83%    81%     77%
          December 31              84%    82%     79%

          At  December  31,  1999,  anchor occupancy  was  99%  and  total
portfolio occupancy (anchors, mall stores and freestanding) was 93%.

(e)       Results of Operations

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

          Revenues

          Components of minimum rents and percentage rents for the years  ended
December 31, 1999, 1998 and 1997 are as follows ($000):

                                             Year Ended December 31,

                                            1999      1998      1997
Components of Minimum Rents:
  Anchors - base rents                   $  24,307  $ 23,527  $ 22,213
  Mall shops & freestanding - base rents    74,660    67,195    57,251
  Mall shops & freestanding - percentage
    rent in lieu of fixed base rent          2,489     2,908     2,397
  Straight line rental income                  745       564        89
  Ground leases - base rents                 2,057     1,949     1,542
  Lease buyout income                          350         8       182
  Operating covenant amortization           (2,630)   (2,630)   (2,630)
     Total Minimum Rents                 $ 101,978  $ 93,521  $ 81,044

Components of Percentage (Overage)
 Rents:
  Anchors                                $   3,352  $  3,899  $  3,454
  Mall shops, freestanding, and ground
    leases                                   3,725     3,292     3,090
     Total Percentage (Overage) Rents    $   7,077  $  7,191  $  6,544

          Total revenues were $159.1 million in 1999, an increase of $12.3
million, or 8%, over  1998's   revenues of $146.7 million. Of the $12.3 million
increase,  $4.8 million  was  the result of the four recently-acquired
properties, $8.6  million came  from previously-owned centers, offset by a $1.1
million decrease from  one sold property.

          The composition  of  the  $12.3 million increase, by revenue category,
is  as follows (dollars in thousands):

                                Same      Acquired     Sold
                               Centers   Properties  Property   Total

Minimum rents                  $ 6,352   $ 3,093    $  (988)  $  8,457
Percentage rents                  (368)      258         (4)      (114)
Cost recovery income             1,996     1,036        (89)     2,943
Temporary & promotional leasing    625       424        (56)       993
Net utility income                 166         -           -       166
Miscellaneous income              (106)      (11)         (2)     (119)
  Increase in total revenues   $ 8,665   $ 4,800    $ (1,139) $ 12,326

          Property Operating Costs

          Property operating and  administrative  costs, excluding  depreciation
and amortization, increased $2.4 million in 1999,  a  5% increase  over 1998.
This $2.4 million increase included $1.5 million from  the recently-acquired
properties  and $1.5 million from  previously-owned  centers, offset by
$0.6 million from one sold property.

          The composition of the $2.4 million increase in property  operating
costs, by major expense category, is as follows (dollars  in thousands):

                                  Same     Acquired       Sold
                                Centers   Properties    Property     Total

Recoverable operating costs     $ 1,947    $ 1,302      $ (459)    $ 2,790
Property administrative costs      (231)        77          (4)       (158)
Other  operating costs             (197)       119        (193)       (271)
  Increase in total property
   operating costs              $ 1,519    $ 1,498      $ (656  )  $ 2,361

          Depreciation and Amortization

          Depreciation  and amortization expense increased by $2.6  million  in
1999.  The four recently-acquired properties accounted for $1.4 million of  this
increase,  existing  centers increased by $1.4 million, and  the  sold  property
accounted for a $0.2 million decrease.

          General and Administrative

          General and administrative expenses decreased by $0.3 million in 1999
over  a  year  ago primarily as a result of  reductions in employee census  that
occurred in connection with restructurings in 1999.

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

          The  restructuring  costs  are  shown as  a  separate line item in the
Consolidated  Statements  of Operations.  The amount remaining  to  be  paid  at
December  31, 1999 was approximately $0.7 million, and is included in  "Accounts
payable  and  other  liabilities"  in the Consolidated  Balance  Sheet.   It  is
expected  that most of the remaining liability that exists at December 31,  1999
will be paid out in 2000.

          Interest Expense

          Interest  expense  (net of capitalized amounts) for  1999  was  $51.1
million,  a  $5.7  million  increase  over 1998.   The  increase  was  comprised
primarily of $1.8 million associated with debt incurred to purchase the
recently-acquired  properties, and $4.0 million coming from increased borrowings
related to existing centers.

          Gain on Sale of Outparcel Land

          Gain on sale of outparcel land was $0.5 million in 1999, $0.7 million
lower than 1998.

          Year ended December 31, 1998 versus year ended December 31, 1997

          Total 1998 revenues were $146.7 million compared to $131.0 million in
1997, an  increase  of  $15.7 million or 12%.  Of this $15.7 million  increase,
$11.7 million  came  from the four properties acquired in 1997 and 1998, $4.9
million came  from previously-owned centers, offset by a $0.9 million decrease
from  one sold property.  All revenue categories increased over 1997,
particularly minimum rents ($12.5 million) and cost recovery income
($2.1 million).

          Property operating and administrative costs, excluding depreciation
and amortization,  increased  by  $4.8  million  in  1998  compared  to  1997.
The composition  of this $4.8 million increase was $3.4 million from  the
recently- acquired  properties and $1.9 million from previously-owned centers,
offset  by $0.5  million  from  one sold property.  Depreciation and
amortization  expense increased by $3.4 million in 1998 due primarily to the
four properties  acquired in 1997 and 1998.

          General  and administrative expenses were approximately $0.4  million
higher  in  1998 compared to 1997.  This increase was primarily attributable  to
higher   compensation  and  travel  costs  associated  with  income   generating
activities, principally leasing and acquisitions.  Interest expense increased by
$2.7 million in 1998 compared to 1997, of which $2.2 million was associated with
the purchase of the four new properties.

          Gain  on  the  sale of outparcel land was $1.2 million  in  1998,  an
increase of $0.2 million compared to 1997.

          The  Company recorded $22.5 million of losses on early extinguishment
of  debt  in  1998  and $2.3 million in 1997.  The 1998 loss  of  $22.5  million
consisted  of  primarily (i)  $16.6 million of prepayment  penalties  associated
with  the  payoff  of the Kidder Mortgage Loans in August 1998,  and  (ii)  $5.9
million  of unamortized deferred financing costs related to the Kidder  Mortgage
Loans  and  the  $110.0  million  interim loan  with  General  Electric  Capital
Corporation.

          Change in Accounting Method for Percentage Rent

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

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

          New Accounting Pronouncements

          In  June  1998,  the  Financial  Accounting  Standards  Board  issued
Statement  of Financial Accounting Standards No. 133, Accounting for  Derivative
Instruments  and Hedging Activities ("SFAS No. 133").  The Statement establishes
accounting  and  reporting standards requiring that every derivative  instrument
(including  certain  derivative  instruments embedded  in  other  contracts)  be
recorded  in the balance sheet as either an asset or liability measured  at  its
fair  value.  The FASB has approved Statement No. 137, Accounting for Derivative
Instruments  and  Hedging Activities - Deferral of the effective  date  of  FASB
Statement  No. 133, which amends Statement 133 to  be effective for  all  fiscal
quarters  of  all fiscal years beginning after June 15, 2000.  Had  the  Company
applied  this standard currently, the effect on the Company's financial position
and  results  of  operations  for the year ended  December  31,  1999  would  be
immaterial.

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

          Accounting for Minority Interest

          Minority interest represents the common partnership units in the
Operating Partnership that are owned by Crown Investments and its subsidiary.
At December 31, 1999 Crown Investments and its subsidiary owned 9,956,398 common
partnership units,  or  27.53%  of  the total common partnership units  out-
standing.   Crown American  Realty Trust owns the remaining 72.47%. The minority
interest  balance is  adjusted each year for Crown Investments' and its sub-
sidiary's proportionate share  of  net  income  (loss)  of the Operating
Partnership  (after  deducting preferred  unit distributions), common
partnership distributions, and additional capital  contributions.  Primarily
because the common partnership  distributions have  been larger than the
Operating Partnership's income (loss) after preferred unit  distributions,
the minority interest account on the consolidated  balance sheet  has been
declining each year.  Based on current trends, the balance  will be  reduced
to  zero in 2000.  Under generally accepted accounting  principles, when  and
if  the  minority partner's share of the Operating Partnership's  net
income  (loss)  and  the  minority  partner's  cash  distributions  and  capital
contributions, would cause the minority interest balance to be less  than  zero,
such balance must be reported at zero unless there is a legal obligation of  the
minority partner to reimburse the Operating Partnership for such excess amounts.
The  partnership  agreement  does not provide for any  such  obligation  by  the
minority partner.  Accordingly, when the minority interest account is reduced to
zero,  the  minority partner's share of income and loss and cash  distributions,
net  of  its  capital  contributions, must be charged  for  financial  reporting
purposes  against  the  Company's share of earnings,  as  the  general  partner.
Subsequently,  any  future positive amounts representing the minority  partner's
share of the Operating Partnership's income and loss and cash distributions  net
of  capital  contributions would be credited in full to the Company's  share  of
earnings  to  the  extent  such  amounts were  previously  charged  against  the
Company's  earnings.  This accounting method will not impact the cash  flows  of
the  Company  or the cash distributions made to shareholders or to the  minority
partner.

          This accounting method is expected to reduce reported net income  and
net  income per share in periods after the minority interest account is  reduced
to  zero.  However, Funds from Operations as an operating performance metric  is
not expected to be affected.

          (f) Cash Flows, Liquidity and Capital Resources

          For  the  years  ended  December 31, 1999, 1998, and 1997, the Company
generated $56.9 million, $54.8 million, and $38.7 million, respectively, in cash
from  operating activities, as shown in the accompanying Consolidated Statements
of Cash Flows in Item 8 hereto.

          1999 Cash Flows

          During  1999, the Company generated $56.9 million in cash flows  from
operating activities, which is net of an aggregate $1.4 million negative  impact
from  changes  in  receivables, restricted cash and  escrow  deposits,  deferred
charges  and  other  assets, and accounts payable and  other  liabilities.   The
Company invested $53.7 million in its existing properties in 1999 which included
$16.2  million  in the Valley Mall redevelopment project, $12.3 million  in  the
expansion/renovation of Washington Crown Center, and $13.9 million in mall  shop
tenant  allowances.   The Company received $3.4 million  in  cash  from  a  note
receivable in connection with the sale of Middletown Mall in 1998.  The  Company
used  a  net  $3.6  million  in  its financing activities,  which  included  (i)
additional  borrowings  of  $29.2 million under  its  modified  line  of  credit
facility much of which was used for the Valley Mall expansion project (see  Note
5  to  the  Consolidated Financial Statements), (ii) $12.7 million in borrowings
under  its construction loan for Washington Crown Center, (iii) $5.2 million  in
debt amortization and debt issuance costs, (iv) $43.2 million paid in common and
preferred  dividends, and (v) $3.0 million received in Cash  Flow  Support  (see
Note 8 to the Consolidated Financial Statements).

          1998 Cash Flows

          During  1998, the Company generated $54.8 million in cash flows  from
operating  activities,  which is net of $0.4 million net  negative  impact  from
changes  in  receivables, restricted cash and escrow deposits, deferred  charges
and  other  assets,  and  accounts payable and other liabilities.   The  Company
invested  $64.2 million in its existing properties in 1998 which included  $11.7
million in the expansion/renovation of Washington Crown Center, $9.5 million  in
the  expansion/renovation of Patrick Henry Mall, $4.1 million in the Valley Mall
redevelopment  project, and $16.5 million in mall shop tenant  allowances.   The
Company also spent $46.7 million to acquire three properties not including $14.7
million  of  debt  assumed in connection with the Crossroads  Mall  and  Greater
Lewistown  Plaza  acquisitions and $4.5 million in additional partnership  units
issued in 1998 related to Middletown Mall and Greater Lewistown Plaza (see Notes
14  and 15 to the Consolidated Financial Statements).  The Company also received
$8.1  million  in cash from the sale of Middletown Mall.  The Company  generated
net  $52.0  million  from its financing activities, which  included  (i)  $465.0
million from the 10-year mortgage loan with General Electric Capital Corporation
offset  by the related refinancing of $421.0 million of debt (see Note 5 to  the
Consolidated Financial Statements), (ii) $46.7 million in borrowings  under  the
GECC  lines  of  credit  that  was used for property acquisitions,  (iii)  $22.0
million  in  new  borrowings under the GECC general line of credit  for  general
working  capital  purposes, (iv) $10.5 million in construction  loan  draws  and
other  borrowings, (v) $9.9 million in loan paydowns and principal amortization,
(vi)  $16.6 million cash portion of extraordinary losses on early extinguishment
of  debt, (vii) $42.8 million paid in common and preferred dividends, and (viii)
$3.8  million  in Cash Flow Support.  These financing cash flows  exclude  $14.7
million  of  debt  that  was assumed as part of property acquisitions  and  $4.5
million in issuance of partnership units as disclosed above.

          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  (i)  $118.7 million net proceeds from the  issuance  of  senior
preferred  shares  in  July  1997  (see Note 6  to  the  Consolidated  Financial
Statements),  (ii)  $33.3  million net reduction in  debt,  plus  $4.8  in  debt
issuance costs (iii) $35.2 million of cash dividends and distributions paid, and
(iv)  $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.

          Liquidity and Capital Resources

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

          Sources of capital for non-recurring capital expenditures, such as
major building  renovations and expansions, acquisitions, and for balloon
payments  on maturing  outstanding indebtedness, are expected to be obtained
from  additional Company  or property financings and refinancings, sale of non-
strategic  assets, additional  equity  raised in the public or private markets,
and  from  retained internally  generated  cash  flows,  or from  combinations
thereof.  Given  the Company's  current level of indebtedness, and given the
uncertainties concerning future equity and debt capital markets and interest
rates, there is no assurance that  the Company will be able to secure such
future infusions of equity  and/or debt  financing  and refinancings when
needed, or at rates or  terms  that  will permit the Company to use the proc-
eeds raised to increase earnings or Funds from Operations.   The  Company
has  commenced  construction  of  an  expansion  and redevelopment of
Washington Crown Center and an expansion at Valley  Mall.   The total  cost  of
the two projects, including capitalized construction  overhead, interest,
and tenant allowances, are estimated at $33 million and $33  million,
respectively,  of  which  $21 million and $20 million,  respectively,  had  been
incurred  as of December 31, 1999.  In addition to amounts incurred at  December
31,   1999,  the  Company  is  committed  for  future  payments  under   various
construction  purchase orders and certain leases.  The Company  has  obtained  a
$26.8 million construction and three-year permanent bank loan for the Washington
Crown Center expansion and redevelopment; the loan bears interest at LIBOR  plus
1.90%,  and $15.6 million was borrowed and outstanding as of December 31,  1999.
The  Valley  Mall  expansion is being financed under the  line  of  credit  with
General  Electric Capital Corporation as described in Note 5 to the Consolidated
Financial Statements.

          Also, as more fully described in Note 5 to the Consolidated Financial
Statements,  on  August  28,  1998 the Company closed  a  $465  million  10-year
mortgage with General Electric Capital Corporation ("GECC").  The gross proceeds
from  the new loan (the "GECC Mortgage Loan") were used to refinance the  $280.6
million  Kidder  Mortgage Loans, the $110.0 million interim mortgage  loan  (see
below),  and  the $30.0 million secured term loan.  The remaining proceeds  were
used  largely  to  establish  escrows  to  fund  the  remaining  expansion   and
redevelopment costs of Patrick Henry Mall and Nittany Mall, and to fund  closing
costs,  initial  loan reserves and prepayment penalties with respect  to  $200.0
million  of  the Kidder Mortgage Loans and the $30.0 million secured  term  loan
that were pre-paid prior to their maturity dates.  The prepayment penalties  for
the Kidder Mortgage Loans and the $30 million term loan were approximately $16.6
million.   In  addition,  approximately $5.9  million  of  unamortized  deferred
financing  costs  related  to the Kidder Mortgage Loans  and  the  $110  million
interim mortgage loan were written off.  Both of these items were accounted  for
as  an  extraordinary loss on early extinguishment of debt.  The  GECC  Mortgage
Loan  has  a  fixed  stated  interest rate of 7.43% and  is  secured  by  cross-
collateralized mortgages on 15 of the malls.  The loan provides for  payment  of
interest   only   during  the  first  two  years  and  interest  and   principal
amortization,  based on 25 year amortization, during the last eight  years.   In
connection  with the GECC Mortgage Loan, in November 1997, the  Company  made  a
$6.0  million  interest-bearing good-faith deposit with GECC, and  in  July  and
August  1998, the Company made $12.2 million in non-interest bearing  rate  lock
deposits with GECC.  These deposits were refunded at closing.

          As  of  December  31,  1999,  the scheduled principal payments on all
outstanding debt are $5.5 million, $107.7 million, $40.7 million, $27.8 million,
and  $77.4  million  for  the  years  ended  December  31,  2000  through  2004,
respectively, and $450.0 million thereafter.  The Company expects  to  refinance
or  extend  the  majority  of the maturities over the next  five  years  through
additional  Company  financings and from refinancing the  maturing  loans.   The
Company's  ability  to refinance or extend these loans on or  before  their  due
dates  depends  on  the level of income generated by the properties,  prevailing
interest rates, credit market trends, and other factors that may be in effect at
the  time of such refinancings or extensions and there is no assurance that such
refinancings or extensions will be executed.  The ratios of the Company's EBITDA
to  interest  paid on total indebtedness (exclusive of capitalized interest  and
interest income) for the years ended December 31, 1999, 1998, and 1997 were 2.06
to 1, 2.14 to 1, and 2.04 to 1, respectively.

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

(g)       Economic Trends

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

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

          Year 2000

          In  1998 and 1999 management actively assessed the Company's exposure
to  the  so-called Year 2000 problem which relates to the ability of  electronic
equipment, computer hardware and software to properly recognize, use and process
date-sensitive  information on and after January 1, 2000.  The Company  replaced
certain  equipment that was not Year 2000 compliant, modified and tested various
computer  programs, and developed extensive contingency plans should  Year  2000
problems occur.  The total cost, excluding internal salary-related costs, of the
Company's Year 2000 initiatives was approximately $0.7 million. The Company  has
experienced  no  significant problems with its systems  and  equipment  to  date
related to Year 2000 and does not believe that any significant Year 2000 related
problems  will  occur in the future.  The Company has also not  experienced  any
problems  whereby  its  vendors  or  customers  have  been  unable  to  complete
transactions  successfully  with the Company due to their  Year  2000  problems.
However, it is possible that such problems by vendors and customers may manifest
themselves in the future and adversely impact the Company.

(h)       Forward Looking Statements

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

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

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

           In  the ordinary course of business, the Company is exposed to risks
that increases in interest rates may adversely affect interest costs associated
with $112.6  million of variable-rate debt, which represents 15.9% of total
long-term debt,  and costs when refinancing maturing fixed-rate debt.  The
following table presents  principal cash flows and related weighted average
interest  rates  by expected maturity dates  (dollars in millions):

                                  Year ending December 31,      2005 and
                            2000   2001    2002    2003   2004  Thereafter

Long-term debt
  Fixed rate debt           $5.4   $10.5   $40.5   $12.7  $77.4  $450.0
    Average interest rate  7.40%   7.48%   7.97%   7.42%  8.19%   7.51%
 Variable rate debt         $0.1   $97.2    $0.2   $15.1   $0.0    $0.0
    Average interest rate  7.72%   8.77%   7.72%   7.72%      -       -

           Interest  rate  risk for the Company increased  in  1999  due  to  an
increase in variable rate debt from $71.0 million at December 31, 1998 to $112.6
million  at  December  31,  1999.  The Company's variable  rate  debt  is  based
primarily  on  LIBOR, and the Company will incur increasing  interest  costs  if
LIBOR   increases.   The  Company  may  enter  into  interest  rate   derivative
instruments to mitigate such risks in the future, but as of December  31,  1999,
the Company has no such instruments outstanding.

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,  1999  and  1998,  and  the  related  consolidated  statements  of
operations, shareholders' equity and cash flows for each of the three  years  in
the period ended December 31, 1999. These financial statements and the schedules
referred  to  below are the responsibility of the management of  Crown  American
Realty  Trust.   Our responsibility is to express an opinion on these  financial
statements and schedules based on our audits.

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

In  our  opinion, the financial statements referred to above present fairly,  in
all  material  respects, the consolidated financial position of  Crown  American
Realty  Trust  and  subsidiaries, as of December 31,  1999  and  1998,  and  the
consolidated results of their operations and their cash flows for  each  of  the
three years in the period ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.

As  explained  in  Note  2 of the consolidated financial  statements,  effective
January  1,  1998, the Company changed its method of accounting  for  contingent
rent.

Our  audit 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  rules and are not part of the basic financial  statements.
These  schedules have been subjected to the auditing procedures applied  in  the
audit of the basic financial statements and, in our opinion, fairly state in all
material  respects  the  financial data required to  be  set  forth  therein  in
relation to the basic financial statements taken as a whole.




                              /s/ ARTHUR ANDERSEN LLP



Pittsburgh, Pennsylvania
February 15, 2000


<TABLE>
<CAPTION>

CROWN AMERICAN REALTY TRUST
Consolidated Statements of Operations

                                                  Year Ended December 31,
                                             1999            1998         1997

                                           (in thousands, except per share data)
<S>                                      <C>              <C>         <C>
Rental operations:
Revenues:
Minimum rent                              $  101,978      $  93,521    $  81,044
Percentage rent                                7,077          7,191        6,544
Property operating cost recoveries            35,513         32,570       30,513
Temporary and promotional leasing             10,654          9,661        9,312
Net utility income                             3,157          2,991        2,806
Miscellaneous income                             695            814          775
Net                                          159,074        146,748      130,994
Property operating costs:
Recoverable operating costs                   46,545         43,755       39,467
Property administrative costs                  2,375          2,533        2,349
Other operating costs                          1,991          2,262        1,963
Depreciation and amortization                 44,306         41,712       38,311
Net                                           95,217        90,262        82,090
Net                                           63,857        56,486        48,904
Other expenses:
General and administrative                     4,751         5,066         4,698
Restructuring costs                            2,251
Interest                                      51,075        45,417        42,663
Net                                           58,077        50,483        47,361
Net                                            5,780         6,003         1,543
Property sales and adjustments:
Gain on sale of outparcel land                   471         1,210         1,051
Gain on asset sale                             1,290
Net                                            1,761         1,210         1,051
Income before cumulative effect of
accounting change,
extraordinary items and minority interest      7,541         7,213         2,594

Cumulative effect of change in accounting
method                                                     (1,703)
Extraordinary loss on early
extinguishment of debt                                    (22,512)       (2,331)

Income (loss) before minority interest in
Operating Partnership                          7,541      (17,002)           263

Minority interest in loss of
Operating Partnership                          1,734         8,363         1,644

Net income (loss)                              9,275       (8,639)         1,907

Dividends on preferred shares               (13,750)      (13,750)       (6,646)

Net (loss) applicable to common
shares                                    $  (4,475)     $ (22,389)    $ (4,739)

Per common share information:
Basic EPS
(Loss) before extraordinary items         $   (0.17)     $   (0.18)    $  (0.11)
Cumulative effect of a change in
accounting method                                            (0.05)
Extraordinary items                                          (0.62)       (0.06)
Net (loss)                                $   (0.17)     $   (0.85)    $  (0.17)

Weighted average shares outstanding (000)     26,208        26,393        27,228

Diluted EPS
(Loss) before extraordinary items         $   (0.17)     $   (0.18)    $  (0.11)
Cumulative effect of a change in
accounting method                                            (0.05)
Extraordinary items                                          (0.62)       (0.06)
Net (loss)                                $   (0.17)     $   (0.85)    $  (0.17)

Weighted average shares outstanding (000)     26,208         26,393       27,228

The accompanying notes are an Integral part of these statements.


</TABLE>


<TABLE>
<CAPTION>


CROWN AMERICAN REALTY TRUST
Consolidated Balance Sheets

                                                             December 31,
                                                          1999          1998

                                                     (in thousands, except share
                                                          and per share data)
<S>                                                      <C>            <C>
Assets

Income-producing properties:
  Land                                                 $   154,341   $  145,226
  Buildings and improvements                               986,042      946,654
  Deferred leasing and other charges                        44,313       42,469
  Net                                                    1,184,696     1,134,349
  Accumulated depreciation and amortization              (388,965)     (347,649)
  Net                                                      795,731      786,700

Other Assets:
  Investment in joint venture                                5,055        5,799
  Cash and cash equivalents                                 17,171       13,512
  Restricted cash and escrow deposits                       15,635       15,005
  Tenant and other receivables                              15,859       17,430
  Deferred charges and other assets                         25,757       30,842
  Net                                                  $   875,208   $  869,288

Liabilities and Shareholders' Equity

Liabilities:
  Debt on income-producing properties                  $   709,000   $  669,971
  Accounts payable and other liabilities                    37,630       38,076
  Net                                                      746,630      708,047

Minority interest in Operating Partnership                   2,727       11,724

Commitments and contingencies

Shareholders' equity:
  Non-redeemable senior preferred shares, 11.00%
  cumulative, $.01 par value, 2,500,000 shares
  issued and outstanding                                       25            25
  Common shares, par value $.01 per share, 120,000,000
  shares authorized, 27,742,317 and 27,741,542 shares
  issued at December 31, 1999 and 1998, respectively           277           277
  Additional paid-in capital                               316,421      314,252
  Accumulated deficit                                    (176,220)     (150,385)
  Net                                                      140,503       164,169

  Less common shares held in treasury at cost,
  1,534,398 shares at both December 31, 1999
  and 1998                                                (14,652)     (14,652)
  Net                                                      125,851      149,517
  Net                                                  $   875,208   $  869,288

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,
                                                1999        1998          1997
                                                        (in thousands)
<S>                                         <C>          <C>          <C>
Cash flows from operating activities:
Net income (loss)                            $   9,275    $  (8,639)   $   1,907
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Minority interest in Operating Partnership     (1,734)      (8,363)     (1,644)
Equity earnings in joint venture                 (235)        (360)       (528)
Depreciation and amortization                   50,071       48,411      45,886
Gain on asset sales                            (1,290)
Extraordinary loss on early extinguishment
of debt                                                      22,512       2,331
Cumulative effect of a change in accounting
method                                                        1,703
Restructuring costs                              2,251
Net changes in:
Tenant and other receivables                     1,571      (2,147)         520
Restricted cash and escrow deposits              (125)        (768)    (11,013)
Deferred charges and other assets              (1,583)      (9,393)       3,156
Accounts payable and other liabilities         (1,262)       11,878     (1,868)
Net cash provided by operating activities       56,939       54,834      38,747

Cash flows from investing activities:
Investment in income properties               (53,654)     (64,223)    (39,152)
Acquisitions of enclosed malls, net of debt
assumed                                                    (46,720)    (31,981)
Proceeds from asset sales                        3,361        8,148
Distributions from joint venture                   610                      150
Net cash (used in) investing activities       (49,683)    (102,795)    (70,983)

Cash flows from financing activities:
Net proceeds from issuance of senior
preferred shares                                                        118,671
Net proceeds from exercise of share options
and from dividend reinvestment plan                  6         117          921
Proceeds from issuance of debt, net of loan
deposits and prepayment penalties               56,349      576,257     231,723
Cost of issuance of debt                       (2,351)      (6,806)     (4,774)
Debt repayments                               (17,350)    (476,108)    (265,002)
Dividends and distributions paid on common
shares and partnership units                  (29,474)     (29,063)     (29,287)
Dividends paid on senior preferred shares     (13,750)     (13,750)      (5,921)
Purchase of common shares held in treasury                  (2,430)     (12,222)
Cash flow support payments                       2,973        3,784         853
Net cash provided by (used in) financing
activities                                     (3,597)       52,001      34,962

Net increase in cash and cash equivalents        3,659        4,040       2,726

Cash and cash equivalents, beginning of
period                                          13,512        9,472       6,746

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

Interest paid (net of amounts capitalized)   $  49,362    $   42,674   $  39,351
Interest cost capitalized                    $   1,636    $    2,192   $   2,463

Non-cash financing activities:
Issuance of partnership units related to the
purchase of Middletown Mall and
Greater Lewistown Center                     $            $    4,479   $
Cash flow support credited to minority
interest and paid-in capital
that was prefunded in 1995                   $            $            $   1,889
Difference between preferred dividends       $            $            $
accrued versus paid                                                          725
Debt assumed as part of properties acquired  $            $   14,718   $

The accompanying notes are an integral part of these statements.

</TABLE>

<TABLE>
<CAPTION>


CROWN AMERICAN REALTY TRUST
Consolidated Statements of Shareholders' Equity


                                 Common          Senior
                                 Shares         Preferred   Common
                               Outstanding       Shares     Shares

                                            (in thousands)

<S>                                  <C>           <C>         <C>
Balance, December 31, 1996              27,613   $           $     276

Issuance of 2,500,000 Preferred Shares                  25
Common Shares issued under
dividend reinvestment plan                 114                      1
Common Shares purchased and
held in treasury                       (1,252)
Transfer in (out) of limited
partners' interest in the
Operating Partnership
Capital contributions from Crown
Investments Trust:
Cash flow support
Net income
Dividends paid and accrued

Balance, December 31, 1997              26,475           25       277

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

Balance, December 31, 1998              26,207           25       277

Common Shares issued under
employee option plan                         1
Transfer in (out) of limited
partners' interest in the
Operating Partnership
Capital contributions from Crown
Investments Trust:
Cash flow support
Net income
Dividends paid and accrued

Balance, December 31, 1999              26,208   $        25 $      277

                                                  Retained     Common
                                     Additional   Earnings     Shares
                                      Paid-in  (Accumulated)   Held in
                                      Capital     Deficit)    Treasury    Total

Balance, December 31, 1996         $   184,205   $  (80,405) $         $ 104,076

Issuance of 2,500,000 Preferred
Shares                                 118,646                           118,671
Common Shares issued under
dividend reinvestment plan                 920                               921
Common Shares purchased and
held in treasury                                              (12,222)  (12,222)
Transfer in (out) of limited
partners' interest in the
Operating Partnership                    2,029                             2,029
Capital contributions from Crown
Investments Trust:
Cash flow support                        2,771                             2,771
Net income                                            1,907                1,907
Dividends paid and accrued                         (28,383)             (28,383)

Balance, December 31, 1997             308,571    (106,881)   (12,222)   189,770

Common Shares issued under
employee option plan                       117                               117
Common Shares purchased and
held in treasury                                              (2,430)    (2,430)
Transfer in (out) of limited
partners' interest in the
Operating Partnership                    2,817                             2,817
Partnership
Capital contributions from Crown
Investments Trust:
Cash flow support                        2,747                             2,747
Net (loss)                                          (8,639)              (8,639)
Dividends paid and accrued                         (34,865)             (34,865)

Balance, December 31, 1998             314,252    (150,385)   (14,652)   149,517

Common Shares issued under
employee option plan                         6                                 6
Transfer in (out) of limited
partners' interest in the
Operating Partnership                        8                                 8
Capital contributions from Crown
Investments Trust:
Cash flow support                        2,155                             2,155
Net income                                            9,275                9,275
Dividends paid and accrued                         (35,110)             (35,110)

Balance, December 31, 1999         $   316,421   $ (176,220) $ (14,652) $125,851

The accompanying notes are an integral part of these statements.

</TABLE>


                           CROWN AMERICAN REALTY TRUST
                   Notes to Consolidated Financial Statements


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

Organization

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

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

The  limited  partnership  interest in the Operating  Partnership  and  the  1.6
million  shares in the Company received for two malls transferred  in  1993  are
currently  held by Crown Investments Trust ("Crown Investments")  and  by  Crown
American  Investment Company (a subsidiary of Crown Investments).  As  described
in  Notes 14 and 15, the Company acquired one property in 1997, three properties
in 1998, and sold one property in 1998.

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  specialty  retailers.
The Company's top five tenants in terms of total revenues are as follows:

                                Percent of  Total Revenues
                                      1999      1998

Sears Roebuck and Co.                 5.6%      5.8%
J C Penney, Inc.                      4.3%      4.3%
The Limited Stores, Inc.              3.7%      3.9%
The Bon-Ton Stores, Inc.              3.1%      3.3%
Venator Group, Inc.                   2.9%      3.5%

Amounts  for  Venator  Group, Inc. include Woolworth, Kinney,  Footlocker,  Lady
Footlocker, Champs, and Northern Reflections.

The Properties currently consist of: (1) 26 wholly-owned enclosed shopping malls
(and  adjacent  leased outparcels and strip centers at certain of  the  enclosed
malls) located in Pennsylvania, New Jersey, Maryland, Tennessee, North Carolina,
West  Virginia, Virginia and Georgia, (2) a 50% general partnership interest  in
Palmer  Park  Mall  Venture,  which owns Palmer Park  Mall  located  in  Easton,
Pennsylvania, (3) a non-enclosed strip shopping center located in Lewistown, PA,
(4)  Pasquerilla  Plaza,  an office building in Johnstown,  Pennsylvania,  which
serves  as  the  headquarters of the Company and is partially  leased  to  other
parties,  and  (5)  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 72 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  interest
rates, income tax laws, governmental regulations and legislation, and population
trends.

Basis of Presentation

The  accompanying consolidated financial statements of the Company  include  all
accounts  of  the Company, its wholly-owned subsidiaries, and its majority-owned
subsidiary,  the Operating Partnership. The Operating Partnership directly  owns
seven  malls, the 50% joint venture interest in Palmer Park Mall, the  Corporate
headquarters  building, and the Westgate anchor pad.  All  remaining  properties
are  owned by seven partnerships and limited liability companies that are either
99.5%  or  100.0%  owned  by  the  Operating Partnership.   The  remaining  0.5%
interests  in  these second-tier entities are owned by the Company  through  its
wholly-owned  subsidiaries.   The  Operating  Partnership  also  has  all   paid
employees  and  manages  all properties except the  Palmer  Park  Mall  and  the
Westgate  anchor  pad.  Other than its ownership interests in its  subsidiaries,
the  Company  owns  no other assets and has no other business  activities.   The
Company  is  the  sole  general  partner in the Operating  Partnership,  and  at
December  31, 1999 the Company held 100% of the preferred partnership  interests
(see  Note  6) and 72.47% 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.

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Change in Accounting Method for Percentage Rent

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

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

Income-Producing Properties

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

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

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

Certain  improvements  and replacements are capitalized  when  they  extend  the
useful  life,  increase capacity, or improve the efficiency of the  asset.   All
other repair and maintenance items are expensed as incurred.  Total repairs  and
maintenance expenses were $10.0 million, $9.3 million, and $8.5 million for  the
years  ended December 31, 1999, 1998, and 1997, 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 $156.0 million  in  lines  of
credit  ($96.9  million borrowed under the lines of credit as  of  December  31,
1999).

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 $1.6 million, $2.2 million, and $2.5 million,  for  the
years  ended December 31, 1999, 1998, and 1997, respectively.  Interest  expense
includes   amortization  of  deferred  financing  costs  related  to   completed
financings (see Note 3 to the Consolidated Financial Statements) and is  net  of
miscellaneous  interest income on cash and escrow deposit  balances  aggregating
$1.7  million, $1.3 million, and $1.5 million, for the years ended December  31,
1999,  1998, and 1997, 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 (loss) (before the dividends paid deduction)  for
the  years  ended  December  31, 1999, 1998, and 1997  was  approximately  $13.6
million,  $(6.1) million, and $1.8 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 common and preferred 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:

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

Year ended December 31, 1999          $0.815         5%               95%
Year ended December 31, 1998          $0.800         0%              100%
Year ended December 31, 1997          $0.800         0%              100%

During the years ended December 31, 1999 and 1997, the Company paid dividends of
$5.50  and  $2.3681 per preferred share, respectively, all of which was  current
taxable  income.   During  the year ended December 31,  1998  the  Company  paid
dividends of $5.50 per preferred share, all of which was tax deferred return  of
capital.

Investment in Joint Venture

The  Company's  50% joint venture investment in Palmer Park Mall Venture,  which
owns  Palmer Park Mall (not managed by the Company), is accounted for under  the
equity  method.   As  such,  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  $3.9  million  at  December  31,  1999,  with   a   remaining
amortization period of approximately 11 years.  The Company has guaranteed $10.0
million  of  the total $20.0 million of mortgage debt owed by Palmer  Park  Mall
Venture.

Minority Interest

Minority  interest  represents the common partnership  units  in  the  Operating
Partnership that are owned by Crown Investments and its subsidiary.  At December
31, 1999 Crown Investments and its subsidiary owned 9,956,398 common partnership
units,  or  27.53%  of  the total common partnership units  outstanding.   Crown
American  Realty Trust owns the remaining 72.47%. The minority interest  balance
is  adjusted each year for Crown Investments' and its subsidiary's proportionate
share  of  net  income  (loss)  of the Operating  Partnership  (after  deducting
preferred  unit distributions), common partnership distributions, and additional
capital  contributions.  Primarily because the common partnership  distributions
have  been larger than the Operating Partnership's income (loss) after preferred
unit  distributions,  the minority interest account on the consolidated  balance
sheet  has been declining each year.  Based on current trends, the balance  will
be  reduced  to  zero in 2000.  Under generally accepted accounting  principles,
when  and  if  the  minority partner's share of the Operating Partnership's  net
income  (loss)  and  the  minority  partner's  cash  distributions  and  capital
contributions, would cause the minority interest balance to be less  than  zero,
such balance must be reported at zero unless there is a legal obligation of  the
minority partner to reimburse the Operating Partnership for such excess amounts.
The  partnership  agreement  does not provide for any  such  obligation  by  the
minority partner.  Accordingly, when the minority interest account is reduced to
zero,  the  minority partner's share of income and loss and cash  distributions,
net  of  its  capital  contributions, must be charged  for  financial  reporting
purposes  against  the  Company's share of earnings,  as  the  general  partner.
Subsequently,  any  future positive amounts representing the minority  partner's
share of the Operating Partnership's income and loss and cash distributions  net
of  capital  contributions would be credited in full to the Company's  share  of
earnings  to  the  extent  such  amounts were  previously  charged  against  the
Company's  earnings.  This accounting method will not impact the cash  flows  of
the  Company  or the cash distributions made to shareholders or to the  minority
partner.

Cash and Cash Equivalents

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

Net Income (Loss) Per Share

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

The calculation of diluted earnings per share for 1999, 1998 and 1997 would have
included approximately 0 shares, 115,000 shares and 20,000 shares, respectively,
for  the assumed exercise of options under the Company's share incentive  plans,
except that no anti-dilution is permitted under SFAS No. 128.

New Accounting Pronouncements

In  June  1998,  the  Financial Accounting Standards Board issued  Statement  of
Financial  Accounting Standards No. 133,  Accounting for Derivative  Instruments
and  Hedging Activities ("SFAS No. 133").  The Statement establishes  accounting
and  reporting  standards requiring that every derivative instrument  (including
certain derivative instruments embedded in other contracts) be recorded  in  the
balance  sheet as either an asset or liability measured at its fair value.   The
FASB  has approved Statement No. 137, Accounting for Derivative Instruments  and
Hedging  Activities - Deferral of the effective date of FASB Statement No.  133,
which amends Statement 133 to be effective for all fiscal quarters of all fiscal
years  beginning  after  June 15, 2000.  Had the Company applied  this  standard
currently,  the  effect  on  the Company's financial  position  and  results  of
operations for the year ended December 31, 1999 would be immaterial.

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

NOTE 3 - DEFERRED CHARGES AND OTHER ASSETS

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

                                    December 31, 1999  December 31, 1998

Deferred operating covenant costs     $   2,623      $   5,253
Deferred financing costs                  9,361          8,721
Prepaid expenses and miscellaneous
 receivables                              8,495         12,538
Furniture, fixtures, equipment,
 and other                                5,278          4,330
                                       $ 25,757       $ 30,842

Deferred Operating Covenant Costs

During  fiscal  year 1991, approximately $23 million was paid  to  three  anchor
tenants with respect to leases at ten of the malls and in 1992 an additional  $4
million  was  paid in order to obtain operating covenants (a covenant  requiring
the  anchor,  among  other  things, to maintain operations  in  certain  of  the
Properties  for  the duration of the lease period) and to extend  the  terms  of
their leases beyond fiscal year 2000.  In April 1993, an additional $0.2 million
was  paid  to  another  tenant  to  obtain similar  rights.   These  costs  were
capitalized  and  are  being amortized over the life of the operating  covenants
with  the  amortization recorded as a reduction of minimum  rent.   Amortization
was  $2.6 million in each of the years ended December 31, 1999, 1998, and  1997,
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, 1999, $8.6 million  of
these  costs  have  been incurred and capitalized in the consolidated  financial
statements with the remainder expected to be incurred in 2000.

Deferred Financing Costs

Deferred financing costs, net of accumulated amortization, at December 31, 1999,
consists of approximately $4.7 million related to the $465 million mortgage debt
refinancing with GECC in August 1998, approximately $2.9 million related to  the
GECC line of credit refinancing in September 1999, and $1.8 million for new debt
obtained after the formation of the Company.  Amortization of deferred financing
costs  was  $1.7  million, $2.7 million, and $3.3 million for  the  years  ended
December  31,  1999,  1998  and 1997, respectively.   Deferred  financing  costs
written off as part of extraordinary losses on early extinguishment of debt were
$5.9  million and $1.6 million for the years ended December 31, 1998  and  1997,
respectively.   Deferred  financing costs incurred  and  capitalized  were  $3.7
million,  $6.8 million, and $4.8 million for the years ended December 31,  1999,
1998, and 1997, respectively.

NOTE 4 - RESTRUCTURING COSTS

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

The  restructuring costs are shown as a separate line item in  the  Consolidated
Statements of Operations.  The amount remaining to be paid at December 31,  1999
was  approximately $0.7 million, and is included in "Accounts payable and  other
liabilities" in the Consolidated Balance Sheet.  It is expected that most of the
remaining liability that exists at December 31, 1999 will be paid out in 2000.

NOTE 5 - DEBT ON INCOME-PRODUCING PROPERTIES

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

                                          December 31,       December 31,
                                              1999               1998

Mortgage loans                             $ 465,000          $ 465,000
Permanent loans                              131,429            133,960
Construction loans                            15,625              2,932
Secured term loans and lines of credit        96,946             68,079
                                           $ 709,000          $ 669,971

Mortgage Loans

Concurrently  with the offering of shares of the Company in 1993, the  Financing
Partnership  borrowed an aggregate $300 million in mortgage debt through  Kidder
Peabody   Mortgage  Capital  Corporation  (collectively,  the  "Kidder  Mortgage
Loans").   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 Kidder Mortgage Loans in order to release the Logan Valley Mall from the
Kidder  Mortgage  Loans  and Financing Partnership.  No prepayment  penalty  was
incurred.   On  August  28,  1998, the Company closed  a  $465  million  10-year
mortgage with General Electric Capital Corporation ("GECC").  The gross proceeds
from  the new loan (the "GECC Mortgage Loan") were used to refinance the  $280.6
million  Kidder  Mortgage Loans, the $110.0 million interim mortgage  loan  (see
below),  and  the $30.0 million secured term loan.  The remaining proceeds  were
used  largely  to  establish  escrows  to  fund  the  remaining  expansion   and
redevelopment costs of Patrick Henry Mall and Nittany Mall, and to fund  closing
costs,  initial  loan reserves and prepayment penalties with respect  to  $200.0
million  of  the Kidder Mortgage Loans and the $30.0 million secured  term  loan
that were pre-paid prior to their maturity dates.  The prepayment penalties  for
the Kidder Mortgage Loans and the $30 million term loan were approximately $16.6
million.   In  addition,  approximately $5.9  million  of  unamortized  deferred
financing  costs  related to the Kidder Mortgage Loans and  the  $110.0  million
interim mortgage loan were written off.  Both of these items were accounted  for
as  an  extraordinary loss on early extinguishment of debt.  The  GECC  Mortgage
Loan  has  a  fixed  stated  interest rate of 7.43% and  is  secured  by  cross-
collateralized mortgages on 15 of the malls.  The loan provides for  payment  of
interest   only   during  the  first  two  years  and  interest  and   principal
amortization, based on 25 year amortization, during the last eight years.  Crown
Investments  has  guaranteed  $250  million  of  the  GECC  Mortgage  Loan.   In
connection  with the GECC Mortgage Loan, in November 1997, the  Company  made  a
$6.0  million  interest-bearing good-faith deposit with GECC, and  in  July  and
August  1998, the Company made $12.2 million in non-interest bearing  rate  lock
deposits with GECC.  These deposits were refunded at closing.

Permanent Loans

At  December 31, 1999, permanent loans consisted of nine loans secured by  seven
properties held by the Operating Partnership. Included in permanent loans  is  a
$2.7 million interest free Urban Development Action Grant loan with the City  of
Johnstown, Pennsylvania, secured by an office building and due October  2006.  A
$1.1  million  loan related to Carlisle Plaza Mall is an Industrial  Development
Bond secured with a $1.1 million letter of credit.  Crown Holding has guaranteed
one of the permanent loans with a current outstanding balance of $10.4 million.

Construction Loans

In  September  1998  the Company entered into a $26.8 million  construction  and
three-year  permanent  bank  loan  to finance  a  renovation  and  expansion  of
Washington  Crown  Center.  The loan has an interest rate of LIBOR  plus  1.90%.
The  construction loan term is for two years followed by a three-year  permanent
term loan.

Secured Term Loans and Lines of Credit

In  September  1999  the Company completed an extension  to  November  2001  and
certain  modifications  to its existing secured line  of  credit  facility  with
General  Electric Capital Corporation.  Prior to the modifications, the line  of
credit  consisted  of  a $50 million general line, of which  $49.2  million  was
outstanding,  and  a $100 million acquisition line of which  $27.1  million  was
outstanding related to the 1998 acquisition of Jacksonville Mall.  The  modified
credit facility combines the prior two lines into a single line of credit with a
$150 million maximum commitment level, and an initial $109 million availability,
of  which  $20  million is reserved for the Valley Mall expansion project.   The
availability  under  the  line can be increased up to the  maximum  amount  upon
achieving  certain  financial and debt service ratio tests that  depend  on  the
future  operating  performance of the five malls that secure  the  line  and  on
future interest rates.  Interest under the modified line is based on LIBOR  plus
2.95%.   Borrowings under this credit facility totaled $96.9 million at December
31, 1999.

In  addition to the above facility, the Company has a $6.0 million line  with  a
bank secured by a mortgage on the Company's headquarters office building bearing
interest at LIBOR plus 3.00%.  This line is renewable annually on April  30  and
has  been  renewed  through April 30, 2000.  This line has a  0.125%  per  annum
commitment  fee  based  on  the unused amount of  the  line.   No  amounts  were
outstanding under this line as of December 31, 1999.

Covenants and Restrictions

Various  of  the  above  loans  and lines of credit  contain  certain  financial
covenants  and  other  restrictions, including limitations  on  the  ratios,  as
defined,  of total Company debt to EBITDA, EBITDA to fixed charges, and floating
rate  debt  to  total debt.  The Company was in compliance with  all  such  loan
covenants  as of and during the period ended December 31, 1999.  Twenty  of  the
Company's malls are mortgaged under the GECC Mortgage Loan and the GECC lines of
credit.   All  of these malls are owned by special purpose subsidiaries  of  the
Company.   The  sole  business  purpose of these  subsidiaries,  as  an  ongoing
covenant  under the related loan agreements, is the ownership and  operation  of
the  properties.   The  mortgaged  malls  and  related  assets  owned  by  these
subsidiary entities are restricted under the loan agreements for the payment  of
the  related  mortgage loans and are not available to pay  other  debts  of  the
consolidated Company.  However, so long as the loans are not under an  event  of
default,  as  defined  in  the  loan  agreements,  the  cash  flows  from  these
properties, after debt service and reserve payments are made, are available  for
the general use of the consolidated Company.

Interest Rates

The  Mortgage  Loans on the Financing Partnership properties  and  nine  of  the
permanent  loans  with  an  aggregate principal balance  of  $596.4  million  at
December  31, 1999 have fixed interest rates ranging from 4.25% to  9.11%.   The
weighted average interest rate on this fixed-rate debt at December 31, 1999, and
1998  was  7.63%  and 7.64%, respectively.  The weighted average  interest  rate
during  the years ended December 31, 1999, 1998, and 1997 was 7.63%, 7.58%,  and
7.73%,  respectively.   All of the remaining loans with an  aggregate  principal
balance  of  $112.6  million at December 31, 1999 have variable  interest  rates
based  on  spreads ranging from 1.90% to 3.00% above 30 day LIBOR.  The weighted
average  interest rate on the variable rate debt at December 31, 1999  and  1998
was  8.63%  and 7.18%, respectively.  The weighted average interest rate  during
the  years ended December 31, 1999, 1998, and 1997 was 7.67%, 7.50%, and  7.93%,
respectively.

Debt Maturities

As of December 31, 1999, 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,

      2000                                    $  5,466
      2001                                     107,678
      2002                                      40,710
      2003                                      27,819
      2004                                      77,376
      Thereafter                               449,951
      Net                                     $709,000

NOTE 6 - PREFERRED SHARE OFFERING AND TREASURY SHARES

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

                                                     Redemption Price
          Redemption Period                              Per Share

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

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

As  stipulated in the Prospectus Supplement, additional dividends shall be  paid
quarterly to the holders of the preferred shares if the Company's total debt (as
defined)  exceeds  the product of 6.5 times EBITDA, as defined,  (the  "Leverage
Ratio")  without  the consent of the holders of at least 50%  of  the  preferred
shares outstanding at the time.  The Leverage Ratio computed as of December  31,
1999, is 6.08 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.

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, 1999 and 1998, the Company had  repurchased
1,534,398 common shares for an aggregate purchase price of $14.7 million;  these
shares  are  currently  held  as  treasury  shares.   Under  the  current  Board
resolution, additional repurchases of common shares will require re-approval  by
the  Board.   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.

NOTE 7 - LEASING ACTIVITIES

The  Company  is  primarily a lessor of shopping malls and the concentration  of
tenants  are  in  the retail industry.  Leases are generally  noncancelable  and
expire on various dates through approximately the year 2021.  The future minimum
lease payments to be received under existing leases as of December 31, 1999, are
as follows (in thousands):

     Year Ending
     December  31,

      2000                                    $103,829
      2001                                      95,687
      2002                                      84,398
      2003                                      76,527
      2004                                      68,177
      Thereafter                               263,070
      Net                                     $691,688

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

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

                      Beginning                                         Ending
     Year Ended        Balance    Additions    Amortization    Other    Balance

 December 31, 1999   $ 16,474     $  2,705     $ 3,372         $    -   $ 15,807
 December 31, 1998     16,348        4,550       3,673          (751)     16,474
 December 31, 1997     17,914        2,398       3,964              -     16,348

NOTE 8 - RELATED PARTY TRANSACTIONS

Crown Rights

Pursuant  to  the  Operating Partnership Agreement, Crown Investments,  and  its
subsidiary,  Crown American Investment Company, have certain rights (the  "Crown
Rights"), which enable them to require the Operating Partnership to redeem  part
or  all  of  their common Partnership Units for a price equal to the  equivalent
value  of  the  common  shares of the Company (on a one-for-one  basis).   Crown
Investments currently owns 8,169,939 common Partnership Units and Crown American
Investment  Company owns 1,786,459 common Partnership Units.  The obligation  to
redeem these Partnership Units may be assumed by the Company in exchange for, at
the  Company's  election, either shares (on a one-for-one  basis)  or  the  cash
equivalent  thereof, provided that the Company may not pay for  such  redemption
with  shares  to  the extent that it would result in Crown Investments  and  its
affiliates  beneficially  or  constructively  owning  more  than  16.0%  of  the
outstanding  shares.   Crown  Investments and its  affiliates  may  require  the
Company to assume the obligation to pay for such redemption with shares  to  the
extent  that  Crown Investments and its affiliates own less than  16.0%  of  the
outstanding   shares.   Crown  Investments  and  its  subsidiary  have   pledged
substantially  all their Partnership Units (the "Pledged Units")  as  collateral
for  a loan made by an unrelated third party.  In June 1995 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

The Company manages certain retail properties for Crown Associates 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  $0.04  million,  $0.06
million,  and  $0.18 million, for the years ended December 31, 1999,  1998,  and
1997, 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 $0.1 million, $0.1 million, and $0.0 million  for
the  years  ended  December  31, 1999, 1998, and  1997,  respectively,  and  are
included in miscellaneous income.

Support Agreement

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

The  Support  Agreement provides that Crown Investments  will  guarantee,  on  a
quarterly basis, up to a maximum of $1.0 million per quarter, that each of these
four  malls will generate a stipulated aggregate amount of base rents from  each
such mall.  The quarterly amounts due under the Support Agreement are calculated
as  the  difference between the aggregate amount of actual base rents earned  in
the quarter at each mall and the stipulated aggregate amount of base rents.  The
1997  amendment provided that the quarterly support amounts after 1997 shall  be
reduced  by  2.5% of the gross sales price of any sales of outparcel  land  that
occur  after  1997, which is intended to approximate the base rents  that  could
have  been earned had such outparcel land been leased or developed, rather  than
sold.   Crown Investments was also obligated to fund any tenant improvement  and
leasing  costs  associated with a fixed amount of shortfall space,  as  defined.
The  obligations  of  Crown  Investments under the Support  Agreement  presently
continue as to all four malls and will terminate as to a mall when the aggregate
base  rents  at  such mall achieve the stipulated amount over  four  consecutive
quarters (as determined by the independent trustees of the Company).

Total  cash  flow support earned by the Company was $3.0 million, $3.8  million,
and  $3.7  million,  for  the years ended December 31,  1999,  1998,  and  1997,
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  $0.7  million  from   Crown
Investments at December 31, 1999.

Crown Associates Lease at Pasquerilla Plaza

Approximately  14,500  square  feet of Pasquerilla  Plaza  is  leased  to  Crown
Associates and an affiliate for annual base rent of approximately $272,000.  The
rent  was  determined based on rental rates being paid by existing  third  party
tenants   and  on  the  fact  that  Crown  Associates'  lease  includes  certain
furnishings and equipment and allows Crown Associates use of certain  facilities
in the building not available to other third party tenants. The lease with Crown
Associates  ends July 31, 2003 and includes a five-year renewal option  at  then
market  rents.   The  lease  with the affiliate ends March  31,  2009,  but  the
affiliate has the right to cancel the lease at the end of March 31, 2004.  Total
rent earned by the Company for the years ended December 31, 1999, 1998, and 1997
was $283,516, $262,063, and $245,500, respectively.

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

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

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,  the  Company  was
permitted to borrow up to $10 million with interest based on the prime rate plus
1  5/8%.  This  line  of  credit expired during 1998 and no  amounts  were  ever
borrowed under this line.

Amounts due to or from Crown Associates and Crown Investments

In  addition  to the above items, the Company allocates a portion of  the  costs
related  to its administration, communications,  MIS, legal, and risk management
departments to Crown Associates based on estimated usage.  These allocated costs
aggregated  $0.6  million,  $0.5 million, and $0.5 million for the  years  ended
December  31, 1999, 1998, and 1997, respectively.   Conversely, Crown Associates
and its affiliates charge the Company for use of their corporate aircraft, hotel
and  dining services.  Such costs totaled $0.4 million in 1999, $0.8 million for
1998,  and $0.1 million for 1997.   As a result of the above transactions,   the
Company  had  a  net  receivable  from Crown Associates  and  Crown  Holding  at
December 31, 1999 of $0.1 million.

NOTE 9 - LEASES

The  Company  is the lessee under third-party ground leases for Shenango  Valley
Mall, Crossroads Mall, and Greater Lewistown Plaza, and is the lessee under  two
third-party  ground leases for Uniontown Mall.  The Shenango Valley  Mall  lease
expires  on  July 24, 2017.  The Greater Lewistown lease expires on February  1,
2045  and  the Crossroads lease expires in October, 2027 with a 49  year  option
period.  One lease for Uniontown Mall expires on March 30, 2038 with up to seven
five-year renewal options and the other lease expires on April 30, 2039 with  up
to  four  five-year  renewal  options.  All five  leases  require  fixed  annual
payments.   Fixed  rental expense related to these leases for  the  years  ended
December  31,  1999,  1998,  and  1997  was $297,000,  $246,000,  and  $153,000,
respectively.   Future minimum lease payments on these leases are  $298,022  per
year through 2004 and $9,782,000 for all years thereafter.

Under the Uniontown Mall and Greater Lewistown leases additional rents are  paid
based  on  mall  tenant percentage rents. These additional rents  were  $83,000,
$64,000,  and  $58,000, for the years ended December 31, 1999, 1998,  and  1997,
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  $0.9  million  and  $0.5  million  at
December  31, 1999 and 1998, 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, 1999, 1998,  and  1997  were
$546,000,  $605,000,  and  $512,000, 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 $102,000,  $129,000  and  $114,000  was
deferred in 1999, 1998 and 1997, respectively, under the plan.  Amounts deferred
are  charged to expense in the current period; as such, all compensation expense
under the above plans is being fully recognized as it is earned.

Share Incentive Plans

Prior  to  the initial public offering, the shareholders of the Company approved
the 1993 Crown American Realty Option Plan (the "Employee Option Plan"), and the
1993  Crown American Realty Trustees' Option Plan (the "Trustees' Option Plan").
Under  the Employee Option Plan, options to purchase a total of 1,200,000 common
Partnership  "Units"  of the Operating Partnership are currently  available  for
grant  to  officers  and  key  employees.  The Board  of  Trustees,  subject  to
shareholder approval, has approved an increase in the number of shares available
for  grant  by  1,000,000  shares.  The Chairman  and  CEO  currently  does  not
participate  in  any  share  incentive plan.  Under the  Employee  Option  Plan,
options are to be granted at not less than the market value of the common shares
on  the date of grant.  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 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.
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.

<TABLE>
<CAPTION>


                                          Year Ended December 31,
                               1999              1998                1997
                                  Weighted          Weighted            Weighted
                         Number   Average   Number  Average    Number   Average
                          of      Exercise    of    Exercise     of     Exercise
                         Units     Price     Units    Price     Units     Price
<S>                    <C>        <C>      <C>        <C>    <C>         <C>
Options outstanding,   1,179,870  $ 8.14   1,126,000  $ 8.13  1,036,000  $ 8.00
beginning of period
Granted                   65,000    7.27     150,000    8.84     90,000    9.53
Canceled               (276,000)    8.02    (88,800)    9.13
Exercised                  (775)    7.75     (7,330)    7.83
Options outstanding,     968,095  $ 8.13   1,179,870  $ 8.14   1,126,00  $ 8.13
end of period

Range of option        $ 6.06 to          $  7.75 to           $ 7.50 to
exercise prices        $    9.25          $     9.25           $    9.75
Weighted average fair
value of options
granted during the
year                   $    0.52          $     0.30           $    0.59
Weighted average
contractual life at
end of period
(in years)                   5.1                 5.9                 7.1
Options exercisable
at period end            393,522             187,974               2,000
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 1999, 1998, and 1997, respectively:   dividend
yield  of  11.30%, 9.06%, and 8.40%; expected volatility of 30%, 16%,  and  17%;
risk-free  interest rates of 5.6%, 5.1%, and 6.3%; and expected  lives  of   9.0
years, 7.4 years, and 9.0 years.

The  Trustees' Option Plan was amended and restated effective as of December 30,
1997.   As  amended,  options to purchase a total of 125,000  common  shares  of
beneficial interest of the Company are available to non-employee Trustees.  Each
non-employee  Trustee automatically is granted on December 31 of  each  year  an
option to purchase 5,000 common shares having an exercise price equal to 100% of
the  fair market value of the shares at the date of grant. The amended Trustees'
Option  Plan  also provides for an automatic grant of 5,000 options to  purchase
common  shares with an exercise price equal to 100% of the fair market value  of
the shares at the date of grant upon the appointment or election of each new
non-employee  Trustee  to  the Board.  As of December 31,  1999  there  were
62,000 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, and as of December 31, 1999 only 1,000
options have been exercised.  Options under the Trustees' Option Plan expire
five years  from  the date of grant.

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,  1999, 1998, and 1997 would  have  been  reduced  by
approximately $0.05 million, $0.10 million, and $0.13 million, respectively,  or
$0.002, $0.004, and $0.005 per share, respectively.

NOTE 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS AND MARKET RISKS

Statement  of  Financial Accounting Standards No. 107, Fair Value  of  Financial
Instruments,   requires  disclosures  about  fair  value   for   all   financial
instruments.   Based on the borrowing rates currently available to the  Company,
the  carrying amount of the Company's $596.4 million of fixed rate debt  has  an
estimated  fair  value of $560.5 million at December 31,  1999.   The  remaining
$112.6  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 1999  and  1998  is  shown  below  (in
thousands, except per share data):

<TABLE>
<CAPTION>

                                       First     Second       Third       Fourth
                                      Quarter    Quarter     Quarter     Quarter
<S>                                   <C>         <C>         <C>          <C>
Year ended December 31, 1999:

Revenues                            $  38,119  $  37,715   $  38,416   $  44,824
Operating income before interest,
  asset sales and adjustments, and
  extraordinary items                  12,455     13,336      12,779      18,285
Income (loss)before minority
 interest in Operating Partnership        249        911       (116)       6,497
Net income (loss) allocated to
 common shares                      $ (2,266)  $ (1,867)  $  (2,570)   $   2,228
Net income (loss) per share:
 Basic                              $   (.09)  $   (.07)  $    (.10)   $     .09
 Diluted                            $   (.09)  $   (.07)  $    (.10)   $     .09

Year ended December 31, 1998:

Revenues                            $  34,308  $  35,263  $   35,952   $  41,225
Operating income before interest,
  asset sales and adjustments, and
  extraordinary items                  11,384     12,276      11,760      16,000
Extraordinary (losses)                (1,703)               (22,512)
Income (loss)before minority
 interest in Operating Partnership         45      1,685    (22,532)       3,800
Net income (loss) allocated to
 common shares                      $ (2,468)   $ (1,266)  $(18,918)   $     263
Net income (loss) per share:
 Basic                              $   (.09)   $   (.05)  $   (.73)   $   (.02)
 Diluted                            $   (.09)   $   (.05)  $   (.73)   $   (.02)

</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, 1999 and 1998 was $3.9 million and $4.0 million, respectively,  and
is included in accounts payable and other liabilities.

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

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

Shareholder litigation

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

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

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

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

On  July  6, 1999, the Court granted the Company's motion to dismiss  the  third
amended  complaint  in the Warden action in its entirety  with  prejudice.    On
August 5, 1999, the plaintiffs filed an appeal to the U.S. Court of Appeals  for
the  Third  Circuit.  On July 20, 1999, the Court granted in part and denied  in
part  the  Company's  motion  to  dismiss the third  amended  complaint  in  the
consolidated  action.   In  its ruling, the Court dismissed  the  Company  as  a
defendant  and  otherwise ruled consistent with its November 2, 1998,  decision,
dismissing  all  of  the  claims,  except for  the  narrow  set  of  allegations
referenced above.

The   consolidated legal action and the Warden action are both in a  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 action.  The Company's
current and former officers that are named in this litigation are covered  under
a  liability  insurance policy paid for by the Company.  The Company's  officers
also  have  indemnification  agreements  with  the  Company.   While  the  final
resolution  of  this litigation cannot be presently determined, management  does
not  believe  that  it  will have a material adverse  effect  on  the  Company's
consolidated results of operations or financial condition.

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  Company  seeking  to enjoin the development of a  Kaufmann's  department
store  at  the Nittany Mall.  Bon-Ton claims that the proposed Kaufmann's  store
would  violate a restrictive covenant in Bon-Ton's lease with the Company.   The
Company  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  the  Company  and May, denying Bon-Ton's request for injunctive  relief  and
granting  the  Company's and May's motion for a declaratory  judgment.   Bon-Ton
appealed  to the Pennsylvania Superior Court which entered an Order in favor  of
the  Company and May on April 7, 1999.  Bon-Ton filed an Application  Requesting
Reargument which the Pennsylvania Superior Court denied by Order dated June  15,
1999.  On July 15, 1999, Bon-Ton filed a Petition for Allowance of Appeal to the
Pennsylvania Supreme Court, which said Court denied by Order dated  October  18,
1999.   Bon-Ton has filed no further appeal.

Commitments

The  Company has various purchase commitments in the normal course of  business.
The Company also has commitments under signed leases with tenants to make future
cash   allowances   and/or  to  construct  tenant  premises,   which   aggregate
approximately $14.5 million as of December 31, 1999, excluding amounts committed
in connection with mall expansions as described in Note 14.

NOTE 14 - MALL ACQUISITIONS AND EXPANSIONS

In May 1998 the Company acquired, in a single transaction, two regional shopping
malls:   Jacksonville Mall in Jacksonville, North Carolina, and Crossroads  Mall
in Beckley, West Virginia.  The two malls include gross leasable area of 415,000
and  450,000 square feet, respectively.  Sears, JCPenney and Belk Stores  anchor
both  malls.   The  total purchase price was approximately  $61  million,  which
includes  10 acres of vacant land at Jacksonville Mall which is being  used  for
the  addition  of  a multi-screen theater expected to open in  late  2000.   The
purchase was funded from existing credit lines and also from assumption of  debt
related to one of the properties. Each property is held in a limited partnership
or a limited liability corporation.

In  April 1998 the Independent Trustees approved the purchase of the partnership
interests in Greater Lewistown Shopping Mall.  The partnership owned an existing
ground  lease  interest in Greater Lewistown Plaza, a 172,000 square  feet  non-
enclosed  retail  shopping center located near Lewistown, PA together  with  fee
simple  interests in 4 separate adjacent parcels that total 0.59 acres (together
the  "Greater Lewistown Plaza"). The partnership had been 99.5% owned  by  Frank
Pasquerilla and 0.5% owned by Crown American Enterprises, a company  that  is  a
wholly-owned indirect subsidiary of Crown Holding.  The purchase price was  $4.5
million  and  was paid by the assumption of the existing first mortgage  ($3.686
million),  issuance  of  79,551 common partnership units to  Frank  Pasquerilla,
valued  at  $10.183  per  unit which was based on the weighted  average  closing
market  price  of  the Company's common shares for the ten  days  preceding  the
May  31,  1998  closing  date, and a cash payment of $4,071  to  Crown  American
Enterprises  for  its  0.5%  ownership  interest.  Greater  Lewistown  Plaza  is
currently 100% leased, and the major tenants include a Weis Markets and  a  J.C.
Penney store.

In  November  1997  the  Company 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 currently consisting  of
approximately  889,000  square feet of gross leasable  area  ("GLA"),  of  which
123,400  square  feet  is owned by the current department store  occupant.   The
purchase also included 30.8 acres of additional adjacent undeveloped land  which
was used in the expansion described below.

The  Company  has  substantially  completed construction  of  an  expansion  and
redevelopment of Washington Crown Center and an expansion at Valley  Mall.   The
total  costs  of the two projects, including capitalized construction  overhead,
interest,  and tenant allowances, are estimated at $33 million and $33  million,
respectively,  of  which  $21 million and $20 million,  respectively,  had  been
incurred  as of December 31, 1999.  In addition to amounts incurred at  December
31,   1999,  the  Company  is  committed  for  future  payments  under   various
construction  purchase  orders  and certain leases.   The  Company  has  secured
through a bank lender a $26.8 million construction and three-year permanent loan
for  the  Washington Crown Center expansion and redevelopment;  the  loan  bears
interest at LIBOR plus 1.90%, and $15.6 million was borrowed and outstanding  at
December 31, 1999.   The Valley Mall expansion is being financed under the  line
of credit with GECC as described in Note 5.

NOTE 15  -  PROPERTY SALES AND DISPOSALS

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

NOTE 16 - SHAREHOLDER RIGHTS PLAN

On  January  21,  2000,  the Company's Board of Trustees adopted  a  Shareholder
Rights  Plan (the "Rights Plan") designed to protect shareholders and to  assure
that  they receive fair treatment in the event of any proposed takeover  of  the
Company.   The  intent of the Rights Plan is to encourage negotiation  with  the
Company's Board of Trustees prior to any takeover attempt and to give the  Board
increased leverage in such negotiations. The Plan was not adopted in response to
any specific offer or takeover threat.

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

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

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

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 26,  2000,
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              29

               Consolidated Statements of Operations of Crown        30
               American Realty Trust for the years ended
               December 31, 1999, 1998 and 1997.

               Consolidated Balance Sheets of Crown American
               Realty Trust as of December 31, 1999, and 1998.       31

               Consolidated Statements of Cash Flows of Crown
               American  Realty  Trust for the  years  ended
               December 31, 1999, 1998 and 1997.                     32

               Consolidated Statements of Shareholders' Equity
               of Crown American Realty Trust for the years ended
               December 31, 1999, 1998 and 1997.                     33

               Notes to Consolidated Financial Statements         34-50

         (2)   Financial Statement Schedules

               Schedule III - Consolidated Real Estate and
               Accumulated Depreciation                           55-56

               Schedule IV - Valuation and Qualifying Accounts
               and Reserves                                          57

(b)        Reports on Form 8-K     No events which resulted in the filing of a
current report on Form 8-K occurred during the fiscal quarter ended December 31,
1999.

(c)       Exhibits

3.1       Second Amended and Restated Declaration of Trust of the Company. (c)
3.2       Bylaws of the Company. (c)
4.1       See Second Amended and Restated Declaration of Trust of the Company,
          (Exhibit 3.1). (c)
4.2       Articles Supplementary Classifying and Designating a Series of
          Preferred Shares (filed as Exhibit 4.4 to the Company's Amendment
          No. 2 to Registration Statement on Form S-3, filed on June 27, 1997)
4.3       Form of Preferred Share Certificate (filed as Exhibit 4.5 to the
          Company's Amendment No. 2 to Registration Statement on Form S-3,
          filed on June 27, 1997
10.1      Amended and Restated Agreement of Limited Partnership of Crown
          American Properties, L.P. (b)
10.2 (a)  First Amendment to Amended and Restated Agreement of Limited
          Partnership of Crown American Properties, L.P. (b)
10.2 (b)  Second Amendment to Amended and Restated Agreement of Limited
          Partnership of Crown American Properties, L.P. (a)
10.2 (c)  Third Amendment to Amended and Restated Agreement of Limited
          Partnership of Crown American Properties, L.P. (a)
10.2 (d)  Fourth Amendment to Amended and Restated Agreement of Limited
          Partnership of Crown American Properties, L.P. (f)
10.2 (e)  Fifth  Amendment  to  Amended  and  Restated  Agreement of Limited
          Partnership of Crown American Properties, L.P. (g)
10.2 (f)  Sixth  Amendment  to  Amended  and  Restated  Agreement  of  Limited
          Partnership of Crown American Properties, L.P. (g)
10.2 (g)  Amendment dated September 10, 1998, to the Sixth Amendment to Amended
          and Restated Agreement of Limited Partnership of Crown American
          Properties, L.P. (g)
10.3      Amended  and  Restated Partnership Agreement of Crown  American
          Financing Partnership.  (b)
10.4      Certificate of Incorporation  and  Bylaws  of  Crown American
          Financing Corporation. (b)
10.5      Real Estate Management  Agreements between the Operating Partnership
          and the following entities:
          (a)    Financing Partnership (g)
          (b)    Crown American Associates (b)
          (h)    Crown American WL Associates, L.P., as amended (g)
          (i)    Crown American Acquisition Associates I, L.P. (f)
          (j)    Crown American Lewistown Associates, L.P. (g)
          (k)    Crown American Acquisition Associates II, L.P. (g)
          (l)    Crown American Crossroads LLC (g)
          (m)  Washington Crown Center Associates, L.P. (g)
10.6      Key Executive Bonus Incentive Plan. (c) #
10.7      Retirement Savings Plan. (c) #
10.8      Sample Indemnification Agreement between the Company and its
          Trustees and officers (together with a schedule identifying the other
          agreements not being filed and material differences therein). (b)
10.9      Permanent Loan Agreement between Crown American Financing, L.P. and
          Crown American W L Associates, L.P. and General Electric Capital
          Corporation (g)
10.10     Amended and Restated Credit Agreement with General Electric Capital
          Corporation, dated September 8, 1999 (h)
10.11     Amended and Restated Cash Flow  Support Agreement, dated
          May 9, 1994 (a)
10.11 (a) Amendment dated December 3, 1997, to the Amended and Restated Cash
          Flow Support Agreement dated May 9, 1994. (f)
10.12     1993 Crown American Realty Option Plan. (c)
#10.13    Amended and Restated Crown American Realty Trustees' Option Plan, as
          of December 30, 1997 (f) #
10.14     Sample Option Agreement for Employees (together with a schedule
          identifying the other agreements not being filed and material
          differences therein). (b) #
10.15     Sample Option Agreement for Trustees (together with a schedule
          identifying the other agreements not being filed and material
          differences therein). (b)#
10.16     Not used
10.17     Registration Rights Agreement, dated as of August 13, 1999 between the
          Company and PNC Bank National Association (h)
10.18     Exchange Agreement, dated as of August 13, 1999, among PNC Bank,
          National Association, the Company, Crown American Properties, L.P.,
          Crown Investments Trust, and Crown American Investment Company (h)
10.19     Crown American Properties L.P. Savings Restoration Plan (e) #
21        List of subsidiaries of the Company. (g)
23        Consent of Arthur Andersen LLP (h)
24        Powers of Attorney (h)
99(a)     Press release dated February 28, 2000 (h)
99(b)     Fourth Quarter 1999 Supplemental Financial and Operational Information
          Package (h)
(a)       Filed as an Exhibit to the Company's Report on Form 10K for the year
          ended December 31, 1994.
(b)       Filed as an Exhibit to the Company's Report on Form 10K for the period
          ended December 31, 1993.
(c)       Filed as an Exhibit to the Company's Registration Statement on
          Form S-11, effective as of August 9, 1993.
(d)       Filed as an Exhibit to Amendment No. 1 to the Company's Registration
          Statement on Form S-3, Registration No. 33-91880, effective as of
          June 9, 1995.
(e)       Filed as an Exhibit to the Company's report on Form 10K for the year
          ended December 31, 1996.
(f)       Filed as an Exhibit to the Company's report on Form 10K for the year
          ended December 31, 1997.
(g)       Filed as an Exhibit to the Company's report on Form 10K for the year
          ended December 31, 1998.
(h)       Filed herewith
#         Indicates management contract or compensatory plan or arrangement.


SIGNATURES

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

                                      CROWN AMERICAN REALTY TRUST
                                      By  /s/Mark E. pasquerilla
                                          Mark E. Pasquerilla
                                          Chief Executive Officer & President

Date:   March 14, 2000

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

Signature                      Title                              Date

/s/  Mark E. Pasquerilla       Trustee, Chairman of the Board,    March 14, 2000
Mark  E.  Pasquerilla          CEO  and  President

/s/  Terry  L.  Stevens        Trustee, Executive Vice President  March 14, 2000
Terry  L. Stevens              and Chief Financial Officer

/s/ John A. Washko             Vice President and Chief           March 14, 2000
John   A.  Washko              Accounting  Officer

 *                             Trustee                            March 14, 2000
Clifford A. Barton

 *                             Trustee                            March 14, 2000
Donald F. Mazziotti

 *                             Trustee                            March 14, 2000
Peter J. Siris

 *                             Trustee                            March 14, 2000
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, 1999
(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
<S>                  <C>           <C>       <C>       <C>       <C>       <C>
Bradley Square
Cleveland, TN       $ 12,894 (E) $   7,012 $  29,385 $  (281) $  2,948 $       0

Capital City
Harrisburg, PA        39,630         1,580    11,269    (193)   11,462       216

Carlisle
Carlisle, PA          11,500 (D)       379       611        9     9,761      139

Chambersburg
Chambersburg, PA      20,000 (F)     2,363    14,063       38   12,191       271

Crossroads
Beckley, WV           14,171         2,732    19,941        6      485         0

Francis Scott Key
Frederick, MD         35,000 (F)     3,784    12,170    (636)   20,935       100

Greater Lewistown
Lewistown, PA          3,490           657     3,845       22      393         0

Jacksonville
Jacksonville, NC      26,079 (E)    11,062    26,835    (220)      941         0

Logan Valley
Altoona, PA           57,000 (F)     2,138       954    2,086   79,091     7,411

Lycoming
Williamsport, PA      35,000 (F)     2,110    14,204     (13)   17,904       638

Martinsburg
Martinsburg,WV        17,500 (F)     8,375    37,547    (653)    4,321        22

Mt. Berry Square
Rome, GA              17,741 (E)     6,260    37,434    (115)    5,427         0

New River Valley
Christiansburg, VA    17,000 (F)     3,923    27,094       38    6,411         0

Nittany
State College, PA     30,000 (F)     6,683     6,204       95   32,137     5,834

North Hanover
Hanover, PA           20,000 (F)     1,272     1,325      591   15,992       194

Oak Ridge
Oak Ridge, TN         24,761         9,393    31,323    (272)    9,249     1,371

Pasquerilla Plaza
Johnstown, PA          2,656         3,289    23,010        3      930         0

Patrick Henry
Newport News, VA      50,500 (F)     3,953    22,432       17   17,268       541

Phillipsburg
Phillipsburg, NJ      30,000 (F)    11,169    50,368       36    5,182         0

Schuylkill
Frackville, PA        35,220        10,332    24,843      105   10,892         5

Shenango Valley
Sharon, PA            11,246 (E)         0     6,403       22    9,312       151

South
Allentown, PA         15,000 (F)     3,465     2,331       23   14,600         0

Uniontown
Uniontown, PA         24,000 (F)         0     6,635    1,384   33,631     2,540

Valley Mall
Hagerstown, MD        28,987 (E)    12,036    19,945    4,939   15,900        40

Viewmont
Scranton, PA          30,000 (F)     1,696     4,602    6,799   41,240     7,701

Washington Crown Ctr
Washington, PA        15,625         2,977     3,915    4,987   35,230       355

West Manchester
York, PA              27,000 (F)     7,694    24,122    2,455   21,385       777

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

Wyoming Valley
Wilkes-Barre, PA      57,000 (F)     6,825    52,057      (90)    4,417       12


Total               $709,000     $ 133,159 $ 518,086 $ 21,182 $439,638 $  28,318


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

</TABLE>

<TABLE>
<CAPTION>

                     Gross Amounts at Which Carried
                          at Close of Period
                                Buildings
                                  and                           Date of   Date
                                Improve-             Accum.    Construc-   Ac-
Properties             Land       ments     Total    Deprec.     tion     quired
<S>                   <C>        <C>        <C>         <C>        <C>       <C>
Bradley Square
Cleveland, TN       $   6,731 $   32,333 $   39,064 $ (11,436)    1991

Capital City
Harrisburg, PA          1,387     22,947     24,334   (12,220)    1974

Carlisle
Carlisle, PA              388     10,511     10,899    (6,107)    1964

Chambersburg
Chambersburg, PA        2,401     26,525     28,926   (14,239)    1982

Crossroads
Beckley, WV             2,738     20,426     23,164    (2,151)              1998

Francis Scott Key
Frederick, MD           3,148     33,205     36,353   (17,809)    1978

Greater Lewistown
Lewistown, PA             679      4,238      4,917      (291)              1998

Jacksonville
Jacksonville, NC       10,842     27,776     38,618    (2,866)              1998

Logan Valley
Altoona, PA             4,224     87,456     91,680   (20,718)    1965,
                                                                 1995-96

Lycoming
Williamsport, PA        2,097     32,746     34,843   (16,652)    1978,
                                                                  1990

Martinsburg
Martinsburg,WV          7,722     41,890     49,612   (13,898)    1991

Mt. Berry Square
Rome, GA                6,145     42,861     49,006   (14,310)    1991

New River Valley
Christiansburg, VA      3,961     33,505     37,466   (10,785)    1988

Nittany
State College, PA       6,778     44,175     50,953   (17,549)    1968,
                                                                  1970,
                                                                  1991
North Hanover
Hanover, PA             1,863     17,511     19,374   (11,419)    1967

Oak Ridge
Oak Ridge, TN           9,121     41,943     51,064   (18,503)              1989

Pasquerilla Plaza
Johnstown, PA           3,292     23,940     27,232    (8,400)    1989

Patrick Henry
Newport News, VA        3,970     40,241     44,211   (13,745)    1987

Phillipsburg
Phillipsburg, NJ       11,205     55,550     66,755   (20,886)    1989

Schuylkill
Frackville, PA         10,437     35,740     46,177   (19,806)    1980

Shenango Valley
Sharon, PA                 22     15,866     15,888    (9,308)    1967,
                                                                  1995

South
Allentown, PA           3,488     16,931     20,419    (6,561)              1980

Uniontown
Uniontown, PA           1,384     42,806     44,190   (21,346)    1969,
                                                                  1984
                                                                  1989
Valley Mall
Hagerstown, MD         16,975     35,885     52,860    (3,007)    1999      1997

Viewmont
Scranton, PA            8,495     53,543     62,038   (18,042)    1968,
                                                                 1994-95

Washington Crown Ctr
Washington, PA          7,964     39,500     47,464   (13,012)    1969,
                                                                  1999

West Manchester
York, PA               10,149     46,284     56,433   (16,521)    1981,
                                                                  1995

Westgate Anchor Pad
Bethlehem, PA               0      3,222      3,222    (1,112)              1988

Wyoming Valley
Wilkes-Barre, PA        6,735     56,486     63,221   (19,416)              1995


Total               $ 154,341 $  986,042 $1,140,383 $ (362,115)

</TABLE>

<TABLE>
<CAPTION>


                                                        Schedule III (continued)

CROWN AMERICAN REALTY TRUST
Consolidated Real Estate and Accumulated
Depreciation as of December 31, 1999
(Dollars in Thousands)


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

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

The aggregate cost for Federal income tax purposes was approximately $1,102
million at December 31, 1999.

The changes in total real estate assets and accumulated depreciation and
amortization  for the years ended December 31, 1995, 1996, 1997, 1998,
and 1999 are as follows:


                                       Total Real Estate Assets

                                        Years ended December 31,
                           1999        1998       1997        1996       1995
<S>                      <C>          <C>        <C>         <C>         <C>
Balance, beginning of  $ 1,091,880 $   984,729 $  919,469  $  880,279  $ 799,090
period
Additions and               50,904      59,988     34,230      50,245     46,916
improvements
Acquisitions                            65,602     31,981                 70,180
Adjustments to                                                          (35,000)
carrying value
Cost of real estate          (482)    (16,270)      (341)     (9,612)      (907)
sold
Other writeoffs            (1,919)     (2,169)      (610)     (1,443)
Balance, end of        $ 1,140,383 $ 1,091,880 $  984,729  $  919,469  $ 880,279
period

                                Accumulated Depreciation & Amortization

                                        Years ended December 31,
                           1999       1998       1997        1996       1995

Balance, beginning of  $ 323,425  $  292,375  $  259,099  $   232,771  $ 190,379
period
Depreciation and          40,609      38,979     33,886      29,987       29,546
amortization
Acquisitions                                                              12,846
Cost of real estate                  (5,760)                (2,216)
sold
Other writeoffs          (1,919)     (2,169)      (610)    (1,443)
Balance, end of        $ 362,115  $  323,425  $  292,375  $  259,099  $  232,771
period


(A)    Initial cost for constructed malls is cost at end of first complete
       fiscal year subsequent to opening and includes carrying costs on
       initial construction.
(B)    Improvements are reported net of dispositions.
(C)    Carrying costs consist of capitalized construction period interest and
       taxes on expansions and major renovations subsequent to initial
       construction of the mall.
(D)    Includes $1,060 secured only by a bank letter of credit.
(E)    Shenango Valley, Mt. Berry Square, Bradley Square, Jacksonville and
       Valley Mall are mortgaged to secure the $150.0 million GECC working
       capital line of credit.  These five properties are cross-defaulted
       and cross-collateralized.  Amounts shown for each property represent
       the allocated amount of the total loan outstanding.
(F)    Thirteen malls in the Financing Partnership and Logan Valley and Wyoming
       Valley Malls are cross-defaulted and cross-collateralized under the
       $465 million mortgage loan with General Electric Capital Corporation.
       Amounts shown for each property represent the allocated amount of the
       total loan outstanding.

</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           1999        Expense    Other    Deductions     1999
<S>                      <C>          <C>          <C>       <C>          <C>
Allowance for           $   1,117   $   1,477   $         $  (1,633)   $    961
doubtful accounts

Reserve for uninsured       3,981       1,145                (1,232)      3,894
risks

Restructuring costs                     2,251                (1,587)        664

</TABLE>


EXHIBIT 10.10



                      AMENDED AND RESTATED CREDIT AGREEMENT



                                      among



                          CROWN AMERICAN REALTY TRUST,
 CROWN AMERICAN PROPERTIES, L.P., CROWN AMERICAN ACQUISITION ASSOCIATES I, L.P.,
   CROWN AMERICAN ACQUISITION ASSOCIATES II, L.P., CROWN AMERICAN ACQUISITION
   ASSOCIATES III, L.P., CROWN AMERICAN ACQUISITION ASSOCIATES IV, L.P., CROWN
 AMERICAN ACQUISITION ASSOCIATES V, L.P., CROWN AMERICAN ACQUISITION ASSOCIATES
    VI, L.P., CROWN AMERICAN ACQUISITION ASSOCIATES VII, L.P., CROWN AMERICAN
  ACQUISITION ASSOCIATES VIII, L.P., CROWN AMERICAN ACQUISITION ASSOCIATES IX,
      L.P. and CROWN AMERICAN ACQUISITION ASSOCIATES X, L.P., as Borrowers,



                                       and



                      GENERAL ELECTRIC CAPITAL CORPORATION,
                                    as Lender



                         Dated as of September __ , 1999



                           ___________________________



                              REVOLVING CREDIT LOAN



                                TABLE OF CONTENTS
                                                           Page

SECTION 1.  DEFINITIONS                                       2
     1.1  Defined Terms                                       2
     1.2  Other Definitional Provisions                       21

SECTION 2.  AMOUNT AND TERMS OF COMMITMENT                    21
     2.1  Commitment                                          21
     2.2  Procedure for Borrowing                             21
     2.3  Additional Properties                               24
     2.4  Release of Properties                               25
     2.5  Servicing Fee, Commitment Fee, Extension Fee,
          Exit Fee                                            25
     2.6  Intentionally Omitted                               25
     2.7  Release of Out-Parcel                               25
     2.8  Release of Option Parcels                           29

SECTION 3.  GENERAL PROVISIONS APPLICABLE TO LOAN             30
     3.1  Interest Rates and Payment Dates                    30
     3.2  Optional Prepayments                                31
     3.3  Mandatory Prepayments                               32
     3.4  Payments.                                           32
     3.5  Increased Cost and Reduced Return                   32
     3.6  Illegality                                          33
     3.7  Taxes                                               34
     3.8  Reserves                                            34

SECTION 4.  REPRESENTATIONS AND WARRANTIES                    35
     4.1  Financial Condition                                 35
     4.2  No Change                                           36
     4.3  Existence; Compliance with Law                      36
     4.4  Power; Authorization; Enforceable Obligations       36
     4.5  No Legal Bar                                        36
     4.6  No Material Litigation                              36
     4.7  No Default                                          37
     4.8  Ownership of Property; Liens                        37
     4.9  Intellectual Property                               37
     4.10 No Burdensome Restrictions                          37
     4.11 Taxes                                               37
     4.12 Federal Regulations                                 38
     4.13 ERISA                                               38
     4.14 Investment Company Act; Other Regulations           38
     4.15 Security Documents                                  38
     4.16 Accuracy and Completeness of Information            38
     4.17 Labor Relations                                     39
     4.18 Solvency                                            39
     4.19 Compliance with Laws                                39
     4.20 Condemnation                                        40
     4.21 Brokers                                             40
     4.22 FIRPTA                                              40
     4.23 Purpose of Loan                                     40
     4.24 No Conflicts                                        40
     4.25 Taxes and Assessments                               40
     4.26 Location of Borrowers                               41
     4.27 Forfeiture                                          41
     4.28 Flood Zone                                          41
     4.29 No Prior Assignment                                 41
     4.30 Insurance                                           41
     4.31 Certificate of Occupancy; Licenses                  41
     4.32 Physical Condition                                  41
     4.33 Boundaries                                          42
     4.34 Filing and Recording Taxes                          42
     4.35 Property Management                                 42
     4.36 Ground Lease Representations and Warranties         42
     4.37 Reciprocal Easement Agreements                      44
     4.38 Leases                                              44
     4.39 Cross Default                                       44
     4.40 Building Loan Agreement                             44

SECTION 5.  CONDITIONS TO ADVANCES                            45

SECTION 6.  AFFIRMATIVE COVENANTS                             47
     6.1  Financial Statements                                47
     6.2  Certificates; Other Information                     48
     6.3  Payment of Obligations                              49
     6.4  Conduct of Business and Maintenance of Existence    49
     6.5  Maintenance of Property; Insurance                  50
     6.6  Inspection of Property; Books and Records;
          Discussions                                         50
     6.7  Notices                                             50
     6.8  Intentionally Omitted                               51
     6.9  Condemnation                                        51
     6.10 Use of Loan                                         52
     6.11 Funding Threshold                                   52
     6.12 Status as REIT                                      52
     6.13 Easements and Agreements                            52
     6.14 Compliance with Laws                                53
     6.16 Loan Documents                                      53
     6.17 Single Purpose Entity/Separateness                  53
     6.18 Estoppel Certificates                               54
     6.19 Forfeiture                                          54
     6.20 Property Management                                 55
     6.21 Alterations                                         55
     6.22 Leasing                                             55
     6.23 Right of Last Look                                  56

SECTION 7.  NEGATIVE COVENANTS                                56
     7.1  Financial Condition Covenants                       57
     7.2  Intentionally Omitted                               57
     7.3  Limitation on Liens                                 57
     7.4  Intentionally Omitted                               58
     7.5  Limitation on Fundamental Changes                   58
     7.6  Limitation on Sale of Assets                        59
     7.7  Limitation on Investments, Loans and Advances       59
     7.8  Intentionally Omitted                               59
     7.9  Limitation on Transactions with Affiliates          59
     7.10 Limitation on Changes in Fiscal Year                59
     7.11 Limitation on Lines of Business                     60
     7.12 Limitation on Use of Loan                           60
     7.13 Limitation on Transfer and Further Encumbrance      60
     7.14 Limitation on Restrictions                          62
     7.15 Limitations of ERISA                                62

SECTION 8.  ENVIRONMENTAL MATTERS                             62
     8.1 Certain Definitions                                  62
     8.2 Representations and Warranties on Environmental
         Matters                                              63
     8.3 Covenants on Environmental Matters                   63
     8.4 Allocation of Risks and Indemnity                    64
     8.5 No Waiver                                            65

SECTION 9.  EVENTS OF DEFAULT                                 65

SECTION 10. EVENTS OF DEFAULT                                 68

SECTION 10. MISCELLANEOUS                                     68
     11.1  Amendments; No Novation                            68
     11.2  Notices                                            69
     11.3  No Waiver; Cumulative Remedies                     69
     11.4  Survival of Representations and Warranties         70
     11.5  Payment of Expenses and Taxes                      70
     11.6  Successors and Assigns; Participations and
           Assignments                                        70
     11.7  Set-off                                            71
     11.8  Counterparts                                       71
     11.9  Severability                                       71
     11.10 Integration                                        71
     11.11 Governing Law                                      72
     11.12 Submission To Jurisdiction; Waivers                73
     11.13 Acknowledgments                                    73
     11.14 Waivers of Jury Trial                              73
     11.15 Public Disclosure                                  74
     11.16 Recourse Obligations                               74
     11.17 Sole Discretion                                    74
     11.18 Further Assurances                                 74
     11.19 Name Changes                                       74

SCHEDULES

     Schedule 1     Closing Deliveries
     Schedule 2     Loan Data Checklist
     Schedule 4.6   Description of Pending or Threatened Litigation
     Schedule 4.38  Schedule of Defaulted and/or Terminating Leases
     Schedule 4.39  Schedule of Cross-Defaulted Obligations
     Schedule 8.2   Schedule of Site Assessments


EXHIBITS

     Exhibit A Insurance Coverage
     Exhibit B Restoration
     Exhibit C Form of Mortgage
     Exhibit D Form of Assignment of Leases and Rents
     Exhibit E Form of SNDA
     Exhibit F Delineation of Mt. Berry Square Mall Out-Parcel
     Exhibit G Delineation of Valley Mall Out-Parcel
     Exhibit H Delineation of Jacksonville Out-Parcel
     Exhibit I May Option Legal Description
     Exhibit J Montgomery Ward Option Legal Description
     Exhibit K Jacksonville Mall J.C. Penney and Sears Lease Amendments
     Exhibit L Individual Property Values
     Exhibit M Valley Mall Expansion Parcel
     Exhibit N Conditions to Release of Mt. Berry Square Mall Multi-Family
               Parcel


                       AMENDED AND RESTATED CREDIT AGREEMENT

          THIS   CREDIT   AGREEMENT   (this   "Agreement")   is   made   as   of
_______________,  1999,  among  CROWN  AMERICAN  REALTY  TRUST,  a  real  estate
investment trust organized and existing under the laws of the State of Maryland,
having  an  address at Pasquerilla Plaza, Johnstown, Pennsylvania  15901,  CROWN
AMERICAN PROPERTIES, L.P., a Delaware limited partnership, having an address  at
Pasquerilla  Plaza,  Johnstown, Pennsylvania 15901, CROWN  AMERICAN  ACQUISITION
ASSOCIATES  I,  L.P., a Pennsylvania limited partnership, having an  address  at
Pasquerilla  Plaza,  Johnstown, Pennsylvania 15901, CROWN  AMERICAN  ACQUISITION
ASSOCIATES  II, L.P., a Pennsylvania limited partnership, having an  address  at
Pasquerilla  Plaza,  Johnstown, Pennsylvania 15901, CROWN  AMERICAN  ACQUISITION
ASSOCIATES  III, L.P., a Pennsylvania limited partnership, having an address  at
Pasquerilla  Plaza,  Johnstown, Pennsylvania 15901, CROWN  AMERICAN  ACQUISITION
ASSOCIATES  IV, L.P., a Pennsylvania limited partnership, having an  address  at
Pasquerilla  Plaza,  Johnstown, Pennsylvania 15901, CROWN  AMERICAN  ACQUISITION
ASSOCIATES  V,  L.P., a Pennsylvania limited partnership, having an  address  at
Pasquerilla  Plaza,  Johnstown, Pennsylvania 15901, CROWN  AMERICAN  ACQUISITION
ASSOCIATES  VI, L.P., a Pennsylvania limited partnership, having an  address  at
Pasquerilla  Plaza,  Johnstown, Pennsylvania 15901, CROWN  AMERICAN  ACQUISITION
ASSOCIATES  VII, L.P., a Pennsylvania limited partnership, having an address  at
Pasquerilla  Plaza,  Johnstown, Pennsylvania 15901, CROWN  AMERICAN  ACQUISITION
ASSOCIATES VIII, L.P., a Pennsylvania limited partnership, having an address  at
Pasquerilla  Plaza,  Johnstown, Pennsylvania 15901, CROWN  AMERICAN  ACQUISITION
ASSOCIATES  IX, L.P., a Pennsylvania limited partnership, having an  address  at
Pasquerilla Plaza, Johnstown, Pennsylvania 15901, and CROWN AMERICAN ACQUISITION
ASSOCIATES  X,  L.P., a Pennsylvania limited partnership, having an  address  at
Pasquerilla  Plaza,  Johnstown,  Pennsylvania  15901  (each  a  "Borrower"  and,
together, the "Borrowers"), and GENERAL ELECTRIC CAPITAL CORPORATION, a New York
corporation,  having  an address at 292 Long Ridge Road,  Stamford,  Connecticut
06927 (the "Lender").

          WHEREAS,  Borrowers  and  Lender  entered  into  that  certain  Credit
Agreement  dated  as  of  November 17, 1997, as amended by  that  certain  First
Amendment to Credit Agreement (the "First Amendment"), dated December 12,  1997,
between  Borrowers  and Lender, and as further amended by  that  certain  Second
Amendment  (the "Second Amendment"), dated May 13, 1998, between  Borrowers  and
Lender (such original Credit Agreement as so amended by the First Amendment  and
by  the  Second Amendment, being the "Existing Credit Agreement"),  pursuant  to
which  Lender  agreed to lend and Borrowers agreed to borrow a revolving  credit
loan  in  the  amount  of  up to One Hundred Fifty Million  and  No/100  Dollars
($150,000,000.00)  (such  revolving  credit  loan,  as  existing  prior  to  the
modifications  effected  by this Agreement, being herein  sometimes  called  the
"Existing  Secured  Credit Line"), all pursuant to and in  accordance  with  the
terms of the Existing Credit Agreement;

          WHEREAS,  the  Borrowers  and Lender are executing  this  Amended  and
Restated  Credit  Agreement  (a) to combine into a single  line  of  credit  the
Acquisition Line (as defined in the Existing Credit Agreement ) and the  Working
Capital  Line (as defined in the Existing Credit Agreement ), (b) to extend  the
termination date of the Loan (as defined in the Existing Credit Agreement )  for
two  years,  and to eliminate any further extension options, (c) to  change  the
rate of interest on the Loan, (d) to provide for construction financing for  the
expansion of the Valley Mall (as defined in the Existing Credit Agreement ), and
for the construction of stadium theaters at the Bradley Square Mall, located  in
Cleveland, Tennessee (the "Bradley Square Mall") and the Jacksonville  Mall  (as
defined  in  the Existing Credit Agreement ), (e) to pay off existing  debt,  to
provide  financing  for the Borrowers' capital investment in  the  Secured  Line
Properties  (as  defined in the Existing Credit Agreement  )  and/or  for  their
investment,  through the REIT or the Operating Partnership or their single-asset
subsidiaries  or affiliates, in the acquisition of additional regional  shopping
malls,  and  (f)  to  make certain additional modifications and  amendments,  as
further described herein; and

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

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

                                    RECITALS

          The  Borrowers  have requested that the Lender make available  to  the
Borrowers  credit  in  the  form of a revolving credit  loan  in  the  aggregate
principal  amount  at  any one time outstanding not to exceed  $150,000,000,  to
finance  the acquisition of real property by the Borrowers, to pay off  existing
debt,  to  finance  the  Borrowers' investment in  non-Borrower  affiliates  and
subsidiaries of the REIT (hereinafter defined) and/or the Operating  Partnership
(hereinafter  defined)  that will acquire and own other properties,  to  provide
construction  financing  for  the expansion of  the  Valley  Mall  and  for  the
construction of stadium theaters at the Bradley Mall and the Jacksonville  Mall,
and  for  the Borrowers' general corporate purposes.  The Lender is  willing  to
make  such credit available to the Borrowers, but only on the terms, and subject
to the conditions, set forth in this Agreement.

          The parties hereto hereby agree as follows:

                             SECTION 1.  DEFINITIONS

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

          "Additional Advance": an advance under the Loan that is not an Initial
     Funding or a Bradley and Jacksonville Mall Advance.

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

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

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

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

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

          "Applicable Margin":  a rate per annum equal to 2.95%."

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

          "Base  LIBOR  Rate":  with respect to each Interest Period,  the  rate
     (expressed  as a percentage per annum and rounded upward, if necessary,  to
     the next nearest 1/1000 of 1%) for deposits in Dollars, for a one-month (30
     day)  period, that appears on Telerate Page 3750 (or the successor thereto)
     as  of 11:00 a.m., London time, on the related Determination Date.  If such
     rate  does not appear on Telerate Page 3750 as of 11:00 a.m., London  time,
     on  such  Determination Date, the Base LIBOR Rate shall be  the  arithmetic
     mean  of  the  offered  rates  (expressed as a percentage  per  annum)  for
     deposits  in  Dollars  for a one-month period that appear  on  the  Reuters
     Screen  Libor  Page  as of 11:00 a.m., London time, on  such  Determination
     Date, if at least two such offered rates so appear.  If fewer than two such
     offered  rates  appear on the Reuters Screen Libor Page as of  11:00  a.m.,
     London  time,  on  such Determination Date, the Lender  shall  request  the
     principal  London office of any four major reference banks  in  the  London
     interbank  market  selected by the Lender to provide  such  bank's  offered
     quotation  (expressed  as a percentage per annum) to  prime  banks  in  the
     London  interbank market for deposits in Dollars for a one-month period  as
     of  11:00 a.m., London time, on such Determination Date for the amounts  of
     not less than U.S. $1,000,000.  If at least two such offered quotations are
     so  provided,  the  Base LIBOR Rate shall be the arithmetic  mean  of  such
     quotations.  If fewer than two such quotations are so provided, the  Lender
     shall request any three major banks in New York City selected by the Lender
     to provide such bank's rate (expressed as a percentage per annum) for loans
     in  Dollars  to  leading  European banks  for  a  one-month  period  as  of
     approximately   11:00  a.m.,  New  York  City  time   on   the   applicable
     Determination  Date for amounts of not less than U.S.  $1,000,000.   If  at
     least  two  such rates are so provided, the Base LIBOR Rate  shall  be  the
     arithmetic mean of such rates.  If fewer than two such rates are  provided,
     then  the  Base LIBOR Rate for the Interest Period shall be the Base  LIBOR
     Rate  for  the previous Interest Period.  Each determination  of  the  Base
     LIBOR Rate applicable to a particular Interest Period shall be made by  the
     Lender  and  shall  be  conclusive and binding upon  the  Borrowers  absent
     manifest error.

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

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

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

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

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

          "Bradley  and  Jacksonville Mall Advances":  advances under  the  Loan
     used  to  finance a Stadium Theater at each of the Bradley Square Mall  and
     the Jacksonville Mall, as applicable.

          "Bradley  and  Jacksonville Mall Advance Additional Funding  Threshold
     Requirements":  (a) the aggregate principal amount of advances  to  finance
     construction of a Stadium Theater at the Bradley Square Mall may not exceed
     the lesser of (i) $4,000,000, (ii) the actual costs thereof required to  be
     paid  for,  or reimbursed to tenant by, the landlord, or (iii)  such  lower
     amount as may be permitted under the Funding Threshold or the Building Loan
     Agreement,  and (b) the aggregate principal amount of advances  to  finance
     construction of a Stadium Theater at the Jacksonville Mall may  not  exceed
     the lesser of (i) $5,500,000, (ii) the actual costs thereof required to  be
     paid  for,  or reimbursed to tenant by, the landlord, or (iii)  such  lower
     amount as may be permitted under the Funding Threshold or the Building Loan
     Agreement.

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

          "Building  Loan Agreement":  the Building Loan Agreement of even  date
     herewith, executed and delivered by the Lender and the Borrowers,  pursuant
     to which Construction Loan proceeds will be disbursed.

          "Business  Day":  any day on which the Lender is open for business  in
     the  city  in which its principal office is located and on which commercial
     banks  in  the  City  of London, England are open for  dealings  in  Dollar
     deposits  in  the  London  Interbank Market and,  except  for  purposes  of
     determining  the  Interest Rate pursuant to Section 3.1  hereof,  on  which
     commercial  banks  in  the State of Pennsylvania are  not  required  to  be
     closed; provided, however, that during any period of time during which  the
     entire Principal Balance is bearing interest at the Floating Rate, the term
     "Business Day" shall mean any day on which the Lender is open for  business
     in  the  city  in  which its principal office is located  and,  except  for
     purposes  of determining the Interest Rate pursuant to Section 3.1  hereof,
     on  which commercial banks in the State of Pennsylvania are not required to
     be closed.
          "COC":  a ratio as of the date for which the calculation is being
     made, expressed as a percentage, in which:

               (a)  the numerator is the Underwritten Net Operating Income of
                    the Secured Line Properties; and

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

     If  the  COC  is  calculated for the purpose  of  determining  whether
     Borrowers  are entitled to an advance under the Loan or for increasing
     the  amount  of  funds available under the Loan, the Underwritten  Net
     Operating Income of the Secured Line Properties shall be determined as
     of  the  end of each calendar quarter (unless the Lender has exercised
     its  right to re-audit such Underwritten Net Operating Income pursuant
     to  Section 2.2(i) of this Agreement) and the Principal Balance  shall
     be  determined  by  assuming  that the  increase  being  requested  by
     Borrowers  in  the amount of funds available under the Loan  has  been
     fully funded by Lender.

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

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

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

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

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

          "Commitment":  the obligation of the Lender to make the  Loan  to  the
     Borrowers  hereunder  in  an aggregate principal amount  at  any  one  time
     outstanding not to exceed the Funding Threshold.

          "Commitment  Fee" means the commitment fee payable to the  Lender  for
     the  Third  Modification  in the amount of 0.5% of  the  Loan,  payable  as
     provided in Section 2.5(b) of this Agreement.

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

          "Construction  Loan":   the  Valley Mall  Construction  Loan  and  the
     Bradley and Jacksonville Mall Advances, as applicable.

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

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

          "Debt  Service  Coverage  Ratio": means  the  ratio,  expressed  as  a
     percentage, as of the date for which the calculation is being made, of  (a)
     the  Underwritten Net Operating Income of the Secured Line  Properties,  to
     (b)  the  aggregate  interest to be due under  the  Loan  for  such  period
     (assuming  that  the full amount of the proposed available funds  had  been
     outstanding, and calculated at the interest rate in effect at the  time  of
     calculation).   If  the Debt Service Coverage Ratio is calculated  for  the
     purpose  of determining whether Borrowers are entitled to an advance  under
     the  Loan  or for increasing the amount of funds available under the  Loan,
     the  Underwritten Net Operating Income of the Secured Line Properties shall
     be determined as of the end of each calendar quarter (unless the Lender has
     exercised  its  right  to re-audit such Underwritten Net  Operating  Income
     pursuant  to  Section 2.2(i) of this Agreement) and the aggregate  interest
     due  under the Loan shall be determined by assuming that the increase being
     requested by Borrowers in the amount of funds available under the Loan  had
     been fully funded by Lender.

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

          "Determination Date":  with respect to any Interest Period,  the  date
     that  is  two (2) Business Days prior to the commencement of such  Interest
     Period.

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

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

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

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

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

          "Existing  Secured Credit Line": the Loan as it existed prior  to  the
     Third Modification Date.

          "Exit Fee":  0.5% of (a) $135,000,000.00, plus (b) the amount by which
     the  highest  Principal  Balance under the Loan at any  time  has  exceeded
     $135,000,000.

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

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

          "Floating  Rate":  a rate per annum equal to the Prime Rate  plus  the
     amount of basis points (the "Spread") needed to be added to the Prime  Rate
     in  order  to  equal  the  LIBOR Rate in effect immediately  prior  to  the
     conversion of the Interest Rate from a LIBOR Rate to a Floating  Rate  (but
     in  no event shall the addition of the Spread result in a reduction of  the
     Prime  Rate).   While the Prime Rate may fluctuate over  time,  the  Spread
     shall  only  be calculated once and shall then be effective for the  entire
     continuous period during which the Floating Rate is in effect.  Any  change
     in  the  Floating Rate as a result of a change in the Prime Rate  shall  be
     effective on the effective date of any such change in the Prime Rate.   The
     Floating Rate shall be calculated for the actual number of days elapsed  on
     the basis of a 360-day year.  Each determination of the Floating Rate shall
     be  made  by  the  Lender  and shall be conclusive  and  binding  upon  the
     Borrowers absent manifest error.

          "Funding  Threshold": means at any time the maximum  principal  amount
     that: (a) will not cause the Principal Balance to exceed $150,000,000,  (b)
     results in a Debt Service Coverage Ratio equal to at least 1.3 to 1.0,  (c)
     results  in  a  Loan-to-Value  Ratio equal to  no  greater  than  77%,  (d)
     satisfies the applicable Minimum COC Requirements, (e) in the case  of  the
     Initial  Funding,  (i)  satisfies the Initial  Funding  Additional  Funding
     Threshold  Requirements,  and  (ii)  is  subject  to  the  Initial   Deemed
     Satisfaction,  (f) in the case of Bradley and Jacksonville  Mall  Advances,
     satisfies  the  Bradley  and Jacksonville Mall Advance  Additional  Funding
     Threshold  Requirements,  (g) in the case of  the  Valley  Mall  Expansion,
     satisfies   the   Valley  Mall  Expansion  Additional   Funding   Threshold
     Requirements,  and  (h) in the case of all Additional Advances  (including,
     without  limitation, the Valley Mall Theater Advance), assumes for purposes
     of  all  funding tests and calculations required hereunder that the  Valley
     Mall Theater Advance has been fully funded.

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

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

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

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

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

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

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

          "Hazardous  Materials  Indemnity Agreement":  that  certain  Hazardous
     Materials Indemnity Agreement dated the Original Closing Date made  by  and
     the  Borrowers  and  the  Lender  in connection  with  the  Loan,  and  all
     modifications and amendments thereto.

          "Indebtedness":   for  any  Person,  without  duplication:   (a)   all
     indebtedness of such Person for borrowed money, for amounts drawn  under  a
     letter of credit, or for the deferred purchase price of property for  which
     such  Person or its assets is liable, (b) all unfunded amounts under a loan
     agreement, letter of credit, or other credit facility for which such Person
     would  be  liable, if such amounts were advanced under the credit facility,
     (c)  all amounts required to be paid by such Person as a guaranteed payment
     to  partners  or a preferred or special dividend, including  any  mandatory
     redemption of shares or interests, (d) all indebtedness guaranteed by  such
     Person,  directly  or  indirectly, (e) all obligations  under  leases  that
     constitute  capital  leases for which such Person is liable,  and  (f)  all
     obligations of such Person under interest rate swaps, caps, floors, collars
     and  other  interest hedge agreements, in each case whether such Person  is
     liable contingently or otherwise, as obligor, guarantor or otherwise, or in
     respect  of  which  obligations such Person otherwise  assures  a  creditor
     against loss.

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

          "Initial  Deemed  Satisfaction":  the  deemed  satisfaction,  for  the
     purposes of the Funding Threshold, of the Debt Service Coverage Ratio,
     Loan- to-Value  Ratio  and Minimum COC Requirements for purposes of  the
     Initial Funding, for the six month period beginning on the Third Modifi-
     cation Date.

          "Initial Funding": the initial advance or advances under the Loan made
     on  or  after the Third Modification Date that satisfy the Initial  Funding
     Additional  Threshold Requirements and the conditions for  disbursement  of
     such funds set forth herein.

          "Initial Funding Additional Threshold Requirements": (a) the aggregate
     principal  amount  of the Initial Funding may not exceed $109,000,000,  and
     (b)  the  proceeds  of the Initial Funding must be used for  the  following
     purposes up to the amounts set forth below:

     A.  Principal Balance of Existing       $76,358,770
         Secured Credit Line

     B.  Valley Mall Reimbursement Advance   $6,000,000

     C.  Other Valley Mall Costs             $14,000,000

     D.  Investment in Borrower Affiliates   $12,641,230
     or   the   Operating   Partnership
     finance acquisition of regional  malls,
     to  finance working capital, or  to  be
     used  for  other purposes as determined
     by Borrowers in their sole discretion


                                     TOTAL:  $109,000,000


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

          "Interest Payment Date":  the first day of each month on or after  the
     Third  Modification  Date during the term of the Loan;  provided,  however,
     that  if  the first day of any such month shall not be a Business Day,  the
     Interest  Payment Date for such month shall be the next succeeding Business
     Day.

          "Interest  Period":  the period commencing on the first  day  of  each
     calendar  month  and  ending on the last day of each such  calendar  month;
     provided,  however,  that (i) the initial Interest Period  hereunder  shall
     commence  on  the date hereof and end on the Third Modification  Date,  and
     (ii) any Interest Period that would otherwise extend beyond the Termination
     Date shall end on the Termination Date.

          "Interest  Rate":  (a) for all interest accrued on the Loan  prior  to
     the  Third  Modification Date, the rate specified in  the  Existing  Credit
     Agreement,  and (b) for all interest accrued on the Loan beginning  on  the
     Third Modification Date, the rate of interest payable from time to time  on
     the  Principal Balance, as determined in accordance with the terms of  this
     Agreement and the Note.

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

          "Lender":    General  Electric  Capital  Corporation,   a   New   York
     corporation, or any successor or co-lender pursuant to Section 11.6, as the
     Lender under this Agreement and the other Loan Documents.

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

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

          "Loan":  a revolving credit loan in the aggregate principal amount  at
     any one time outstanding not to exceed $150,000,000.

          "Loan  Documents":  this Agreement, the Note, the Security  Documents,
     the  Hazardous  Materials Indemnity Agreement, the Reserve  Agreement,  the
     Building  Loan Agreement and all other documents executed or to be executed
     in  connection  with the Loan (including each Construction  Loan)  and  all
     amendments, modifications, renewals, substitutions or replacements  of  any
     of the foregoing.

          "Loan-to-Value Ratio":  as of the date such calculation is being made,
     the  ratio of the Principal Balance to the Aggregate Property Value of  the
     Secured Line Properties.  If the Loan-to-Value Ratio is calculated for  the
     purpose  of determining whether Borrowers are entitled to an advance  under
     the  Loan  or for increasing the amount of funds available under the  Loan,
     the  Principal  Balance shall be determined by assuming that  the  increase
     being  requested  by Borrowers in the amount of funds available  under  the
     Loan has been fully funded by Lender.

          "Lockout  Period":  the six (6) month period beginning  on  the  Third
     Modification Date and ending on the six month anniversary thereafter.

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

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

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

          "Minimum COC Requirements": (a) with respect to the Initial Funding, a
     COC  equal  to or greater than 12.3%, (b) with respect to the  Bradley  and
     Jacksonville Mall Advances, a COC equal to or greater than 12.5%,  and  (c)
     with  respect  to Additional Advances, a COC equal to or greater  than  the
     following  percentages, as applicable (such calculations  with  respect  to
     Additional  Advances to be made as if the Valley Mall Theater  Advance  has
     been  fully  funded, whether or not all or any portion of the  Valley  Mall
     Theater Advance has been funded at the time of calculation):

               Outstanding Balance                          Required COC
               $109,000,000 to $120,000,000                 13.0%1
               $120,001,000 to $127,000,000                 13.5%
               $127,001,000 to $135,000,000                 14.0%
               $135,001,000 to $142,000,000                 14.5%
               $142,001,000 to $150,000,000                 15.0%

          "Montgomery  Ward Option"  shall mean that certain option to  purchase
     granted  in that certain Like-Kind Exchange Agreement dated as of June  30,
     1999  among  Crown American Acquisition Associates I, L.P.  and  Montgomery
     Ward  & Co., Incorporated and Paulward Properties Co., Inc., wherein  Crown
     American  Acquisition Associates I, L.P. granted said parties an option  to
     purchase  a certain parcel of real property as more particularly  described
     and shown on Exhibit J attached hereto.

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

          "Mortgage  Amendments" the amendments of even  date  herewith  to  all
     Mortgages  in  effect  as  of the Third Modification  Date  to  revise  the
     description  of  the  Credit  Agreement, and the  indebtedness  secured  by
     Existing Mortgages, to reflect modifications made pursuant to this  Amended
     and Restated Credit Agreement.

          "Mortgage":   each mortgage, deed of trust, deed to  secure  debt,  or
     similar instrument providing for the granting in favor of the Lender  of  a
     first  Lien  on  any Secured Line Property, substantially in  the  form  of
     Exhibit  C  hereto, and with such modifications thereto as may be necessary
     or  advisable to permit the recording thereof in any relevant jurisdiction,
     as the same may be amended, supplemented or otherwise modified from time to
     time, including, without limitation, the Mortgage Amendments.

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

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

          "Note":   that certain Promissory Note of even date herewith  made  by
     the  Borrowers  in  favor  of  the  Lender  in  the  principal  amount   of
     $150,000,000, or so much thereof as may be advanced from time to time.

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

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

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

          "Operating  Partnership Developer Fee":  the developer's  fee  to  the
     Operating  Partnership  payable  in  connection  with  the  Townward   Site
     Improvements in an amount up to $735,000.

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

          "Option  Parcel"   means  collectively (a) with  respect  to  the  May
     Option,  the  real  property  more particularly  described  on  Exhibit   I
     attached  hereto; and (b) with respect to the Montgomery Ward  Option,  the
     real property more particularly described on Exhibit  J attached hereto.

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

          "Other Valley Mall Costs":  costs of the Valley Mall Expansion,  other
     than  those reimbursed from the Valley Mall Reimbursement Advance and other
     than the costs of the Townward Site Improvements.

          "Out-Parcels":  those certain parcels of real property located upon or
     adjacent to (a) the Mt. Berry Square Mall located in Rome, Georgia, as more
     particularly delineated on the survey attached hereto as Exhibit F, (b) the
     Valley  Mall, as more particularly delineated on the survey attached hereto
     as  Exhibit  G,  (c)  the Jacksonville Mall located in Jacksonville,  North
     Carolina, as more particularly delineated as the "Out-Parcel" on the survey
     attached hereto as Exhibit H.

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

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

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

          "Prime Rate":  means the highest prime rate (or base rate) reported in
     the  Money Rates column or section of The Wall Street Journal, as such rate
     may  change from time to time, being the rate in effect for corporate loans
     at  large U.S. money center commercial banks (whether or not such rate  has
     actually been charged by any such bank).  If The Wall Street Journal ceases
     publication of the Prime Rate, the "Prime Rate" shall mean the  prime  rate
     (or  base  rate)  announced by Bankers Trust Company, New  York,  New  York
     (whether or not such rate has actually been charged by such bank).  If such
     bank  discontinues the practice of announcing the Prime  Rate,  the  "Prime
     Rate"  shall  mean  the highest rate charged by such  bank  on  short-term,
     unsecured  loans to its most creditworthy large corporate  borrowers.   Any
     change  in  the  Prime Rate shall be effective on the date such  change  is
     announced by Bankers Trust Company or published in the Wall Street Journal,
     as applicable.

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

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

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

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

          "Reserve   Agreement":  that  certain  Loan  Reserves   and   Security
     Agreement, dated November 17, 1997, in favor of Lender, as amended by  that
     that certain First Amendment to Loan Reserves and Security Agreement, dated
     December 12, 1997, between Borrowers and Lender, as further amended by that
     certain Second Amendment to Loan Reserves and Security Agreement, dated May
     13,  1998, between Borrowers and Lender, as further being amended  by  that
     certain Third Amendment to Loan Reserves and Security Agreement, dated  the
     Third Modification Date, between Borrowers and Lender.

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

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

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

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

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

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

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

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

          "Stadium Theater":  a theater to be constructed at each of the Bradley
     Square Mall and the Jacksonville Mall.

          "Subsidiary":  as to any Person, a corporation, partnership  or  other
     entity  of  which  shares  of  stock or other  ownership  interests  having
     ordinary  voting  power to elect a majority of the board  of  directors  or
     other managers of such corporation, partnership or other entity are at  the
     time owned, or the management of which is otherwise controlled, directly or
     indirectly  through one or more intermediaries, or both,  by  such  Person.
     Unless  otherwise  qualified,  all  references  to  a  "Subsidiary"  or  to
     "Subsidiaries"   in  this  Agreement  shall  refer  to  a   Subsidiary   or
     Subsidiaries of the Borrowers.

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

          "Termination Date": November 17, 2001.

          "Third   Modification":   collectively,  the  modifications   and
     amendments  to the Existing Secured Credit Line made pursuant  to  the
     Amended  and  Restated Credit Agreement dated the  Third  Modification
     Date between the Borrowers and the Lender.

          "Third  Modification  Commitment":   Lender's  commitment  letter
     dated  August 11, 1999 to the Borrowers in connection with  the  Third
     Modification.

          "Third Modification Date":  September ___, 1999.

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

          "Townward  Site Improvements:  the following components of the  Valley
     Mall  Expansion: (a) the reimbursement to the tenant for a portion  of  the
     costs of construction of a movie theater in an amount up to $3,449,000, (b)
     the  payment  of the Montgomery Ward tenant allowance in an  amount  up  to
     $1,014,000,  (c)  the funding of an interest reserve in  an  amount  up  to
     $836,000, and (d) the payment of the Operating Partnership Developer's Fee.

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

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

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

          Notwithstanding anything to the contrary contained herein, until  such
     time as the Valley Mall Anchor Lease Requirements have been satisfied,  all
     revenue  and income from any tenant under a lease executed with respect  to
     the Valley Mall Expansion shall be excluded, whether or not such tenant  is
     in  occupancy.  In  addition,  notwithstanding  anything  to  the  contrary
     contained  herein, solely for the purposes of determining Underwritten  Net
     Operating  Income  in  order to qualify for the  Bradley  and  Jacksonville
     Advances,  the projected base rent income from the Stadium Theater  tenants
     of  the  Bradley  Mall and Jacksonville Mall during the twelve  (12)  month
     period succeeding the determination date shall be included as revenue  upon
     execution  of leases for such theaters which leases have been  approved  by
     Lender  (without  such tenant having taken possession or  commenced  paying
     rent),  and  all  projected expenses related thereto shall be  included  as
     expenses  (including,  without limitation, the assumed  management  fee,  a
     $0.15 per square foot replacement reserve) .   Notwithstanding anything  to
     the   contrary  contained  herein  (including  the  immediately   preceding
     sentence)  the  Marquee Stadium Theater income at the Bradley  Square  Mall
     shall  be  excluded  from  all calculations of Underwritten  Net  Operating
     Income,  for  all  purposes  (and whether for purposes  of  a  Bradley  and
     Jacksonville Advance or any other advance) and the advance for the  Marquee
     Stadium  Theater at Bradley Square Mall shall not be made by Lender  unless
     Borrowers  provide evidence to Lender that Marquee Theaters at the  Bradley
     Square  Mall is contributing not less than $1,500,000 of its own  funds  to
     the  construction and fixturing of the Marquee Stadium Theater  at  Bradley
     Square Mall.

          "Valley  Mall":   that  certain shopping mall located  in  Hagerstown,
     Maryland, including, but not limited to, the Valley Mall Expansion,  unless
     otherwise specified herein.

          "Valley  Mall  Anchor  Lease Requirements":  as  defined  in  the
     Building Loan Agreement.

          "Valley  Mall Construction Loan": a portion of the  Loan  not  to
     exceed the lesser of (a) $26,034,000, (b) the actual cost required  to
     be  paid  by  the Borrower that owns the Valley Mall, as landlord,  to
     complete the Valley Mall Expansion, or (c) such lower amount as may be
     permitted  under the Funding Threshold or the Building Loan Agreement)
     to finance construction of the Valley Mall Expansion, such Valley Mall
     Construction Loan to include the Valley Mall Reimbursement Advance and
     the Valley Mall Theater Advance.

          "Valley  Mall  Expansion":  as  defined  in  the  Building   Loan
     Agreement.

          "Valley    Mall    Expansion   Additional    Funding    Threshold
     Requirements": advances for the Valley Mall Expansion,  including  the
     Valley  Mall Reimbursement Advance, may not exceed $26,034,000 in  the
     aggregate, of which no more than $6,034,000 may be used for the Valley
     Mall Theater Advance.

          "Valley  Mall Expansion Parcel":  the real property described  on
     Exhibit M attached hereto.

          "Valley  Mall  Like-Kind  Exchange  Parcels":   the  Valley  Mall
     Expansion Parcel and the Montgomery Ward Option Parcel, collectively.

          "Valley  Mall Reimbursement Advance":  the portion of the Initial
     Funding  to be used to reimburse Borrowers for expenditures of  up  to
     $6,000,000 incurred as of the Third Modification Date and approved  by
     Lender with respect to the Valley Mall Expansion.

          "Valley  Mall  Theater  Advance":   a  portion  of  the  Valley   Mall
     Construction  Loan  made pursuant to Additional Advances  in  an  aggregate
     amount  up  to  $6,034,000,  to  be  used  to  finance  the  Townward  Site
     Improvements.

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

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

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

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


                   SECTION 2.  AMOUNT AND TERMS OF COMMITMENT

          2.1   Commitment.  Subject  to the terms and  conditions  hereof,  the
Lender agrees to make the Loan to the Borrowers during the Commitment Period  in
an  aggregate principal amount at any one time outstanding which does not exceed
the  Funding Threshold.  During the Commitment Period the Borrowers may use  the
Commitment  by borrowing, prepaying the Loan in whole or in part at such  times,
and  under  such conditions, as permitted under this Agreement, and reborrowing,
all in accordance with the terms and conditions hereof.

          2.2   Procedure for Borrowing.  (a) The Borrowers may borrow under the
Commitment  during  the Commitment Period in an aggregate principal  amount  not
exceeding  the  Funding Threshold then in effect; provided  that  the  Borrowers
shall  give the Lender notice of such borrowing (a "Notice of Borrowing"), which
notice  must  be received by the Lender prior to 10:00 a.m., New York  time,  at
least  30  days  prior to the requested Borrowing Date for any advance  under  a
Construction Loan and at least 10 Business Days prior to the requested Borrowing
Date for any other advance (provided, however, that if Lender elects pursuant to
the  provisions  of  subparagraph (i) below to  re-audit  the  Underwritten  Net
Operating Income of the Secured Line Properties, Lender shall have 45 days  from
the request for an advance to make such advance).  The Notice of Borrowing shall
include a certification of a Responsible Officer specifying (1) the amount to be
borrowed, (2) the requested Borrowing Date, (3) whether the borrowing is for  an
advance under a Construction Loan, (4) the calculation of the Funding Threshold,
and  a  certification that the Funding Threshold will not be  exceeded  by  such
requested borrowing, (5) the purpose for which such advance is requested  (which
purpose  shall  be a permitted purpose hereunder), and (6) a certification  that
all other conditions for such Advance, including conditions set forth in Article
V hereof and in the Building Loan Agreement, if applicable, have been satisfied.
In the event the Borrowers revoke such Notice of Borrowing prior to the Lender's
disbursement  of an advance, the Borrowers shall reimburse the  Lender  and  its
agents  and  contractors for all reasonable expenses actually incurred  by  such
parties in connection with such proposed advance.

          (b)   Beginning on the Third Modification Date, borrowings shall  only
be  permitted under the Commitment for (i) the Initial Funding, (ii) the Bradley
and  Jacksonville Mall Advances, and (iii) Additional Advances, pursuant to  and
in accordance with the terms of this Agreement.

          (c)  Each borrowing under the Commitment (other than advances under  a
Construction  Loan) shall be in an amount equal to or greater  than  $3,000,000,
and  each borrowing under a Construction Loan shall be in an amount equal to  or
greater than $500,000.  No borrowings shall be permitted more than once  in  any
calendar month.

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

          (e)   On  and  after the Third Modification Date, Borrowers  shall  be
entitled to advances of the Initial Funding, provided that:

          (i)  amounts  advanced  do  not exceed the Funding  Threshold  (Lender
               hereby acknowledging that the calculation thereof to be based  on
               the Initial Deemed Satisfaction);

          (ii) amounts  advanced are used for the purposes permitted under  this
               Agreement;

          (iii) no  advances may be made under the Valley Mall Construction
                Loan unless the requirements of subparagraph (h) below have been
                satisfied (provided, however, that the Valley Mall Anchor  Lease
                Requirements need not be satisfied for the Initial Funding);

          (iv) the  Valley Mall Reimbursement Advance is subject to verification
               by  Lender's  construction consultant of (A) work in place  (hard
               costs and Lender approved soft costs) of not less than $6,000,000
               performed   in  accordance  with  the  plans  and  specifications
               previously approved by Lender, (B) remaining cost to complete the
               Valley Mall Expansion of not more than $20,034,000, and (C) other
               draw conditions contained in the Building Loan Agreement;

          (v)  Borrowers  shall  be  entitled  to  a  disbursement  of   up   to
               $12,641,230  of  the  Initial  Funding  to  be  applied  to   the
               Borrowers'  capital  investment in  Borrower  Affiliates  or  the
               Operating  Partnership  to finance the  acquisition  of  regional
               shopping  malls, to working capital needs and to other  purposes,
               as determined by Borrowers in their sole discretion; and

          (vi) all  other  conditions for such advances set forth in  Section  5
               below have been satisfied.

          (f)   On  and  after the Third Modification Date, Borrowers  shall  be
entitled to the Bradley and Jacksonville Mall Advances, provided that:

          (i)  amounts advanced do not exceed the Funding Threshold;

          (ii) amounts  advanced are used for the purposes permitted under  this
               Agreement;

          (iii) Lender has approved the creditworthiness of the tenant  for
                the Stadium  Theater to be constructed (provided  that  if  such
                tenant is Carmike for Jacksonville Mall and Marquee for  Bradley
                Mall, Lender  has  approved,  or waived  the  approval  of,  the
                creditworthiness of such tenants);

          (iv) the  requirements  of  subparagraph (h)  below  with  respect  to
               Construction Loans have been satisfied;

          (v)  the Borrowers shall not have already borrowed Additional Advances
               in  excess  of $109,000,000 on the basis of achieving  a  COC  in
               excess  of  13.0%  for  purposes of the  applicable  Minimum  COC
               Requirements used in determining the Funding Threshold; and

          (vi) all  other  conditions for such advances set forth in  Section  5
               below have been satisfied.

          (g)   On  and  after the Third Modification Date, Borrowers  shall  be
entitled to Additional Advances, provided that:

          (i)  amounts advanced do not exceed the Funding Threshold;

          (ii) the  proceeds  of  such  Additional Advances  will  be  used  for
               purposes permitted by this Agreement;

          (iii) the  Operating Partnership shall be entitled to funding  of
                the Operating Partnership Developer Fee only if at least 65%  of
                the In-Line Space of the Valley Mall Expansion is leased
                pursuant to arm's-length leases  and  the  tenants  thereof
                have  taken possession and commenced paying rent;

          (iv) prior  to  funding any Additional Advance, Borrowers  shall  have
               satisfied the Valley Mall Anchor Lease Requirements;

          (v)  prior to funding any Additional Advance above and beyond a Valley
               Mall  Theatre Advance, Borrowers shall have satisfied  all  other
               conditions  for, and there shall be availability under  the  Loan
               for, disbursements under the Valley Mall Theater Advance; and

          (iv) all  other  conditions for such advances set forth in  Section  5
               below have been satisfied.

          (h)   Advances  under each Construction Loan shall be made  by  Lender
pursuant  to the following terms and conditions.  In addition to all  conditions
set  forth  herein, including, without limitation, all conditions set  forth  in
Section 5 hereof:

          (i)  the   Building  Loan  Agreement  shall  have  been  executed  and
               delivered simultaneously with the execution and delivery of  this
               Agreement; and

          (ii) Construction  Loan  advances  will  be  made  on  the  terms  and
               conditions  set forth in the Building Loan Agreement, and  Lender
               will  advance  funds  under such Construction  Loan  to  pay  for
               construction  costs (A) as part of the Initial  Funding,  to  the
               extent permitted hereunder, and (B) otherwise, as such costs  are
               incurred,  in  accordance with, and subject  to,  the  terms  and
               provisions of the Building Loan Agreement.

          (i)   Lender shall have the right to condition an advance upon  a  re-
audit  of  the Underwritten Net Operating Income of the Secured Line Properties,
in scope and substance as reasonably determined by Lender, (i) if Borrowers have
requested an increase in the amount of funds available under the Loan since  the
date of the last audit of the Underwritten Net Operating Income, (ii) at the end
of each calendar year, and (iii) if Lender reasonably determines that a material
adverse  change  may  have occurred in the business or  financial  condition  or
management  of Borrowers, the Secured Line Properties or any anchor  or  theater
tenant or non-tenant anchor since the date of the last audit of the Underwritten
Net  Operating Income, provided, however, that Lender may require that any  such
re-audit be performed by an outside third-party accountant at Borrowers' expense
no  more  than  once  each year and at any other times  as  a  re-audit  may  be
performed under (iii) above (any additional re-audits permitted hereunder to  be
performed internally by the Lender).

          2.3   Additional Properties.  If Borrowers desire to obtain  funds  in
excess of the amount then available pursuant to the Funding Threshold (but in no
event  in  excess of $150,000,000), Borrowers may from time to time identify  to
Lender  one  or  more  properties to secure the Loan in  addition  to  the  then
existing Secured Line Properties, which will be subject to approval by Lender in
its  sole  and  absolute discretion following the performance by Lender  of  its
customary  underwriting procedures. Lender shall not be under any obligation  to
accept  any such property as collateral for the Loan.  If the Borrowers wish  to
submit a proposed property for inclusion as an Additional Secured Line Property,
the  Borrowers  shall, at the Borrowers' sole cost and expense,  submit  to  the
Lender  for the Lender's review and approval, all of the due diligence materials
more  particularly  set forth in Schedules 1 and 2 attached  hereto  (including,
without  limitation,  a Subordination, Non-Disturbance and Attornment  Agreement
substantially  in  the form of Exhibit E hereto from each of the  tenants  under
leases  at  such  proposed  property, as requested by the  Lender,  or  evidence
satisfactory to the Lender and the title insurance company issuing a  commitment
to  insure the Lender's proposed advance with respect to such proposed  property
that  such  leases are subordinate by their terms).  The Lender shall  endeavor,
but shall not be obligated, to complete its underwriting procedures with respect
to  such proposed Additional Secured Line Property and, in the event the  Lender
grants  its  approval to such property, to complete the funding  of  an  advance
hereunder  for  the purpose of acquiring such proposed Additional  Secured  Line
Property,  within  forty-five (45) days following the Lender's  receipt  of  all
documentation required hereunder (excluding any estoppels and Subordination,
Non-Disturbance and Attornment Agreements).

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

          2.5  Servicing Fee, Commitment Fee, Extension Fee, Exit Fee.  (a)  The
Lender  may,  at its option, enter into such sub-servicing arrangements  as  the
Lender  deems appropriate for purposes of servicing the Loan.  Lender  shall  be
responsible for any obligations to CB Servicing, Inc. under that certain Amended
and  Restated Subservicing Agreement dated September 24, 1998 between Lender and
CB  Servicing,  Inc.,  as amended by the amendment thereto  being  executed  and
delivered simultaneously with the execution and delivery of this Agreement.

          (b)   The Borrowers agree to pay to the Lender a commitment fee  equal
to  0.5%  of  the  principal  amount of the Loan, in consideration  of  Lender's
agreement  to extend the Termination Date, as provided herein and in  the  Third
Modification Commitment, which fee is payable as follows:

          (i)  on  the Third Modification Date the Borrowers shall pay a portion
of the commitment fee equal to $675,000 (representing 0.5% of $135,000,000), and

          (ii)  beginning  at  such  time as the Borrowers  request  an  advance
hereunder  that  would cause the Principal Balance to exceed  $135,000,000,  the
Borrowers  shall  pay  Lender,  as a condition for  receipt  of  such  requested
advance, a commitment fee equal to 0.5% of the portion of the Principal  Balance
(after taking into account the requested advance) in excess of $135,000,000  for
which the commitment fee has not yet been paid.

          (c)  The Borrowers agree to pay to the Lender the Exit Fee on date  of
payment in full of the Loan, whether on or prior to the Termination Date.

          2.6  Intentionally Omitted

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

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

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

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

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

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

               (vi) A  metes  and bounds description of the Out-Parcel has  been
                    delivered  to  Lender,  together  with,  if  previously  not
                    delivered  to  the  Lender,  an  ALTA  survey  meeting   the
                    requirements of this Agreement, or other evidence reasonably
                    satisfactory to the Lender describing the remaining  Secured
                    Line Property, and a site plan for all construction intended
                    to  be  financed at such Secured Line Property with proceeds
                    of  a  Construction Loan hereunder, demonstrating that  such
                    Out-Parcel   is  not  necessary  for  the  construction   or
                    operation  of  the  Valley  Mall Expansion  or  the  Stadium
                    Theater, as applicable;

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

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

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

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

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

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

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

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

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

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

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

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

               (xix)The Borrowers shall deliver to the Lender all net proceeds
                    of the sale of the Out-Parcel (such proceeds, in the case of
                    Valley Mall, to be net of up to $1,220,000 reimbursement
                    to the Borrowers of Out-Parcel development costs, in
                    addition to other customary sales transaction costs) for
                    deposit by Lender into the Rollover Reserve, to be used to
                    pay for leasing commissions and tenant improvements at
                    the respective Secured Line Property, in accordance with the
                    provisions of the Reserve Agreement;

               (xx) Borrowers have delivered to Lenders a site plan or other
                    satisfactory evidence that no portion of such Out-Parcel is
                    required for the Valley Mall Expansion or the construction
                    of the Stadium Theaters at either Bradley Square Mall or
                    Jacksonville Mall;

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

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

            (xxiii) Such Out-Parcel is not an income-producing property (the
                    release of any income-producing Out-Parcel to be subject to
                    the approval of the Lender in its sole discretion, and
                    subject to satisfaction of such additional conditions
                    as Lender may impose).

     2.8   Release  of  Option Parcels.  At any time, Borrowers may  obtain  the
release  of an Option Parcel from the lien of the applicable Mortgage,  provided
that  such release is made in accordance with the May Option or Montgomery  Ward
Option,  as  applicable, and shall only be granted if the  following  conditions
have been met or satisfied:

          (i)  Borrower  shall  reimburse Lender for any  reasonable  costs  and
               expenses  it  actually incurs arising from  the  release  of  the
               Option   Parcel   from  the  lien  of  the  applicable   Mortgage
               (including,  without limitation, reasonable  attorneys  fees  and
               expenses);

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

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

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

          (v)  Lender shall have received appropriate title endorsements to  the
               title policies issued in connection with the Loan confirming  the
               priority of the lien of the Mortgage on the remaining portion  of
               the Secured Line Property;

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

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

          (viii) The Lender shall receive evidence that the Option Parcel is
               transferred to a Person who is not an Affiliate of Borrowers, and
               that  such Option Parcel will be used for the purposes set  forth
               in the May Option or the Montgomery Ward Option, as applicable;

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

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

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

          SECTION 3.  GENERAL PROVISIONS APPLICABLE TO LOAN

          3.1   Interest  Rates  and Payment Dates.  (a)  The  Loan  shall  bear
interest for each day during each Interest Period with respect thereto at a rate
per annum equal to the LIBOR Rate determined for such Interest Period, provided,
however, that during the first Interest Period, for each day up to and including
the  Third Modification Date, the Loan shall bear interest at the Interest  Rate
specified in the Existing Credit Agreement.  In the event, and on each occasion,
that  on  any Determination Date the Lender shall have determined in good  faith
(which  determination shall be conclusive and binding upon the  Borrowers)  that
Dollar deposits in an amount approximately equal to the portion of the Principal
Balance  which  is  to  bear interest at a particular  LIBOR  Rate  during  such
particular  Interest Period in accordance with the provisions of this  Agreement
are  not  generally  available at such time in the London Interbank  Market,  or
reasonable  means do not exist for ascertaining a LIBOR Rate for such particular
Interest Period, the Lender shall so notify the Borrowers and the interest  rate
applicable  to the portion of the Principal Balance with respect to  which  such
LIBOR Rate was to pertain shall automatically be converted to the Floating  Rate
as of the date upon which such particular Interest Period was to have commenced,
it  being  agreed that the Floating Rate shall remain in effect thereafter  with
respect  to  such portion of the Principal Balance unless and until  the  Lender
shall have determined in good faith (which determination shall be conclusive and
binding  upon  the Borrowers) that the aforesaid circumstances  no  long  exist,
whereupon the interest rate applicable to such portion of the Principal  Balance
shall be converted back to a LIBOR Rate determined in the manner hereinabove set
forth  effective as of the first Interest Period which occurs ten (10)  Business
Days  or more after such good faith determination by the Lender.  If any  change
in  any  law  or regulation or in the interpretation thereof by any governmental
authority  charged with the administration or interpretation thereof shall  make
it  unlawful for the Lender to make or maintain LIBOR Rates with respect to  the
Principal Balance or any portion thereof or to fund the Principal Balance or any
portion thereof at LIBOR Rates in the London Interbank Market or to give  effect
to  its  obligations as contemplated by this Section, then, upon notice  by  the
Lender  to  the Borrowers, the interest rate applicable to the entire  Principal
Balance  shall be automatically converted to the Floating Rate, it being  agreed
that  any  notice given by the Lender to the Borrowers pursuant to this sentence
shall,  if lawful, be effective insofar as it pertains to any particular portion
of the Principal Balance bearing interest at a particular LIBOR Rate on the last
day  of  the then existing Interest Period pertaining to such particular portion
of  the Principal Balance, or if not lawful, shall be effective immediately upon
being  given  by the Lender to the Borrowers, and that the Floating  Rate  shall
remain  in  effect  thereafter with respect to such particular  portion  of  the
Principal  Balance  unless and until the Lender shall have  determined  in  good
faith  (which determination shall be conclusive and binding upon the  Borrowers)
that  the  aforesaid circumstances no longer exist, whereupon the interest  rate
applicable  to  such portion of the Principal Balance shall be  converted  to  a
LIBOR  Rate determined in the manner hereinabove set forth effective as  of  the
first  Interest  Period which occurs ten (10) Business Days or more  after  such
good faith determination by the Lender.

          (b)  Interest shall be calculated on the basis of a 360-day year and
the actual number of days elapsed.  If all or a portion of (i) any principal of
the Loan, (ii) any interest payable thereon, (iii) any Commitment Fee, (iv) the
Exit Fee,  or (v) any other amount payable hereunder or under any Loan Document
shall not  be  paid  when  due  (whether at the stated maturity,  by  acceler-
ation or otherwise), the Principal Balance and any such overdue interest, Com-
mitment Fee, Exit  Fee or other amount shall bear interest at a rate per annum
which  is  the rate  that  would otherwise be applicable thereto pursuant to the
provisions  of this  Agreement  plus 5%, in each case from the date of such
non-payment  until such  overdue principal, interest, Commitment Fee, servicing
fee or other amount is paid in full.

          (c)  Interest shall be payable in arrears on each Interest Payment
Date, provided  that  interest accruing pursuant to subparagraph (b) of  this
Section shall be payable from time to time on demand.

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

          3.2  Optional Prepayments. The Loan may not be prepaid, in whole or in
part, during the Lockout Period, other than prepayment of the entire Loan on any
scheduled payment date, in connection with an arm's-length sale by Borrowers  to
a  non-affiliated entity of one or more Secured Line Properties,  provided  that
Borrowers  (a)  provide Lender with at least ten (10) Business Days  irrevocable
notice  of  such  prepayment, and (b) pay Lender the Exit Fee.  Thereafter,  the
Secured Credit Line may be prepaid, in whole or in part on any scheduled payment
date  or other date mutually satisfactory to Borrowers and Lender, upon at least
ten  (10) Business Days irrevocable notice to Lender, subject to payment of  the
Exit  Fee  upon  any  prepayment in full and termination of this  Agreement.  If
following the occurrence of any Event of Default, Borrowers shall tender payment
of  an amount sufficient to satisfy all or any portion of the Obligations,  such
tender  by  Borrower  shall be deemed to be voluntary and  may  be  accepted  or
rejected  by  Lender  in its sole discretion.  If Lender  accepts  such  tender,
Borrower  shall pay, in addition to the Obligations, the Exit Fee.  If any  such
notice is given, the amount specified in such notice shall be due and payable on
the  Interest  Payment  Date  specified therein, together  with  the  Exit  Fee.
Partial  prepayments  pursuant to this Section 3.2  shall  be  in  an  aggregate
principal amount of $1,000,000 or multiples of $100,000 in excess thereof.

          3.3  Mandatory Prepayments.  (a)  If on any date the Principal Balance
exceeds  the Funding Threshold  in effect on such date or the Funding  Threshold
is  exceeded as calculated (such condition, a "Borrowing Base Deficiency"),  the
Borrowers shall, (i) within 15 days of the first date on which a Borrowing  Base
Deficiency existed which has not been subsequently cured, submit to the Lender a
plan  (a  "Borrowing Base Restoration Plan"), in reasonable detail, and in  form
and  substance  satisfactory  to the Lender, pursuant  to  which  the  Borrowers
propose  to  eliminate such Borrowing Base Deficiency whether by  prepayment  or
designation  of additional Acquired Properties, which Borrowing Base Restoration
Plan  shall  be certified by a Responsible Officer as having been  approved  and
adopted  on  behalf of the Borrowers and which approval remains in  effect,  and
(ii)  within 60 days after the submission by the Borrowers of the Borrowing Base
Restoration  Plan with respect to such Borrowing Base Deficiency to the  Lender,
eliminate the Borrowing Base Deficiency.

          (b)   If  such Borrowing Base Deficiency is not eliminated  within  60
days,  then  the  entire  outstanding  of the Loan, together  with  all  accrued
interest, shall be immediately due and payable, together with the Exit  Fee  and
all other amounts payable hereunder.

          3.4   Payments.  Each payment by the Borrowers hereunder or under  the
Note or under any other Loan Document shall be made in funds settled through the
New  York  Clearing  House Interbank Payments System or other funds  immediately
available  to  the Lender by 12:00 p.m., New York City time, on  the  date  such
payment is due by deposit to such account as the Lender may designate by written
notice to the Borrowers.  Whenever any payment hereunder or under the Note shall
be  stated to be due on a day which is not a Business Day, such payment shall be
made on the first Business Day thereafter.

          3.5   Increased  Cost  and Reduced Return.  (a)  If,  after  the  date
hereof,  the adoption of any applicable law, rule, or regulation, or any  change
in  any applicable law, rule, or regulation, or any change in the interpretation
or  administration  thereof  by any Governmental  Authority,  central  bank,  or
comparable agency charged with the interpretation or administration thereof,  or
compliance  by the Lender with any request or directive (whether or  not  having
the  force  of  law)  of  any  such Governmental  Authority,  central  bank,  or
comparable agency, in each case of general application:

          (i)  shall subject the Lender to any tax, duty, or other charge with
respect to the  Loan, the Note, or its obligation to make the Loan, or change
the basis  of taxation  of any amounts payable to the Lender under this Agree-
ment or the  Note in respect of the Loan (other than corporate, stock or fran-
chise taxes and other taxes imposed on the overall net income of the Lender by
any jurisdiction);

          (ii) shall impose, modify, or deem applicable any reserve, special
deposit, assessment  or similar requirement relating to any extensions of credit
of the type of which the Loan is a part by the Lender; or

          (iii) shall impose on the Lender or on the London Interbank Market any
other condition  affecting  this Agreement or the Note or any of  such  exten-
sions  of credit or liabilities or commitments;

and  the  result of any of the foregoing is to increase the actual cost  to  the
Lender  of  making  or  maintaining the Loan or to reduce any  sum  received  or
receivable  by the Lender under this Agreement or the Note with respect  to  the
Loan,  then  the  Borrowers shall pay to the Lender on  demand  such  amount  or
amounts as will compensate the Lender for such increased cost or reduction.

          (b)  If, after the date hereof, the Lender shall have determined that
the adoption  of any applicable law, rule, or regulation regarding capital
adequacy or  any change therein or in the interpretation or administration
thereof by any Governmental  Authority,  central bank, or comparable agency
charged  with  the interpretation or administration thereof, or any request or
directive  regarding capital adequacy (whether or not having the force of law)
of any such Governmental  Authority, central bank, or comparable agency,  in
each  case  of general application, has or would have the effect of reducing the
rate of return on  the  capital  of  the  Lender as a consequence of the
Lender's  obligations hereunder  to  a level below that which the Lender could
have achieved  but  for such  adoption,  change,  request, or directive (taking
into  consideration  its policies  with respect to capital adequacy), then from
time to time upon  demand the  Borrowers shall pay to the Lender such additional
amount or amounts as will compensate the Lender for such reduction.

          (c)  The Lender shall promptly notify the Borrowers of any event of
which it has knowledge,  occurring after the date hereof, which will entitle
the  Lender  to compensation  pursuant  to  this  Section.   In  the  event  the
Lender  claims compensation  under this Section, it shall furnish to the
Borrowers  a  detailed statement  setting  forth the additional amount or
amounts  to  be  paid  to  it hereunder,  which  shall be conclusive in the
absence  of  manifest  error.   In determining  such  amount,  the  Lender may
use  any  reasonable  averaging  and attribution  methods.   The agreements of
the Borrowers  to  provide  additional compensation  pursuant  to this Section
shall survive the  termination  of  this Agreement and the payment of the Loan
and all other amounts payable hereunder.

          3.6    Illegality.   Notwithstanding  any  other  provision  of   this
Agreement,  in  the  event  that it becomes unlawful for  the  Lender  to  make,
maintain, or fund the Loan hereunder, then the Lender shall promptly notify  the
Borrowers thereof and the Lender's obligation to continue funding the Loan shall
be  suspended until such time as the Lender may again make, maintain,  and  fund
the Loan.  If such suspension lasts longer than thirty (30) days, the Borrowers,
upon  payment  in  full of the then outstanding portion of the Obligations,  may
terminate  this  Agreement and, upon such termination,  shall  have  no  further
liability  hereunder  or  under  the  other  Loan  Documents  except  for   such
liabilities  which  are specifically intended to survive the prepayment  of  the
Loan.

          3.7   Taxes.  (a)  Any and all payments by the Borrowers to or for the
account  of the Lender hereunder or under any other Loan Document shall be  made
free and clear of and without deduction for any and all present or future taxes,
duties,   levies,  imposts,  deductions,  charges  or  withholdings,   and   all
liabilities  with respect thereto, excluding, in the case of the  Lender,  taxes
imposed  on  its income, and franchise taxes imposed on it, by the  jurisdiction
under  the  laws  of which the Lender is organized or any political  subdivision
thereof  (all  such  non-excluded taxes, duties,  levies,  imposts,  deductions,
charges,  withholdings,  and  liabilities  being  hereinafter  referred  to   as
"Taxes").  If the Borrowers shall be required by law to deduct any Taxes from or
in  respect of any sum payable to the Lender under this Agreement or  any  other
Loan Document, (i) the sum payable shall be increased as necessary so that after
making  all  required deductions (including deductions applicable to  additional
sums payable under this Section 3.7) the Lender receives an amount equal to  the
sum  it would have received had no such deductions been made, (ii) the Borrowers
shall  make  such  deductions, (iii) the Borrowers shall  pay  the  full  amount
deducted  to  the relevant taxation authority or other authority  in  accordance
with applicable law, and (iv) the Borrowers shall furnish to the Lender, at  its
address  referred  to  in Section 11.2, the original or a certified  copy  of  a
receipt   evidencing  payment  thereof.   Notwithstanding  the  foregoing,   the
Borrowers  may,  in  good  faith,  and by proper legal  proceedings,  diligently
contest the validity, amount or application of any Taxes in accordance with  the
provisions (if any) of the applicable Mortgage.

          (b)  In addition, the Borrowers agree to pay any and all present or
future stamp or  documentary  taxes  and any other excise or property  taxes  or
charges  or similar  levies  which arise from any payment made under this Agre-
ement  or  any other  Loan  Document or from the execution or delivery of,  or
otherwise  with respect  to, this Agreement or any other Loan Document (herein-
after referred  to as "Other Taxes").

          (c)  The Borrowers agree to indemnify the Lender for the full amount
of Taxes and Other Taxes (including, without limitation, any Taxes or Other
Taxes imposed or  asserted by any jurisdiction on amounts payable under this
Section 3.7) paid by  the  Lender and any liability (including penalties,
interest, and  expenses) arising therefrom or with respect thereto.

          (d)  Except as otherwise specifically set forth in the Reserve Agree-
ment, the
Borrowers  shall  pay all Taxes on or before the delinquency thereof  and  shall
furnish  to  the Lender, within ten (10) Business Days following the  Borrowers'
receipt  from the applicable Governmental Authority, the original or a certified
copy of a receipt evidencing such payment.

          (e)  Without prejudice to the survival of any other agreement of the
Borrowers hereunder,  the  agreements and obligations of the Borrowers contained
in  this Section  3.7 shall survive the termination of the Commitment and the
payment  in full of the Note.

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


                   SECTION 4.  REPRESENTATIONS AND WARRANTIES

          To  induce  the Lender to enter into this Agreement and  to  make  the
Loan, each Borrower hereby represents and warrants to the Lender that:

          4.1  Financial Condition.  (a)  The consolidated balance sheet of each
Borrower  and  its  consolidated Subsidiaries as of December 31,  1998  and  the
related consolidated statements of income and of cash flows for the fiscal  year
ended  on  such date, reported on by such Borrower's accounting firm, copies  of
which have heretofore been furnished to the Lender, are complete and correct and
present  fairly  the consolidated financial condition of each Borrower  and  its
consolidated Subsidiaries as of such date, and the consolidated results of their
operations  and  their consolidated cash flows for the fiscal year  then  ended.
The  unaudited consolidated balance sheet of each Borrower and its  consolidated
Subsidiaries  as  at  June  30,  1999  and the  related  unaudited  consolidated
statements  of income and of cash flows for the six-month period ended  on  such
date,  certified by a Responsible Officer, copies of which have heretofore  been
furnished  to  the  Lender,  are complete and correct  and  present  fairly  the
consolidated   financial  condition  of  each  Borrower  and  its   consolidated
Subsidiaries  as at such date, and the consolidated results of their  operations
and  their consolidated cash flows for the six-month period then ended  (subject
to normal year-end audit adjustments).  All such financial statements, including
the  related schedules and notes thereto, have been prepared in accordance  with
GAAP  applied  consistently  throughout  the  periods  involved.   Neither   the
Borrowers  nor any of their consolidated Subsidiaries had, at the  date  of  the
most  recent balance sheet referred to above, any material Guarantee Obligation,
contingent  liability or liability for taxes, or any long-term lease or  unusual
forward  or  long-term commitment, including, without limitation,  any  interest
rate  or  foreign  currency  swap  or exchange transaction  or  other  financial
derivative, which is not reflected in the foregoing statements or in  the  notes
thereto.  During the period from June 30, 1999 to and including the date  hereof
there has been no sale, transfer or other disposition by such Borrower or any of
its  consolidated Subsidiaries of any material part of its business or  property
and  no purchase or other acquisition of any business or property (including any
Capital  Stock  of  any other Person) material in relation to  the  consolidated
financial  condition  of  such  Borrower and its  consolidated  Subsidiaries  at
June 30, 1999.

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

          4.2  No Change.  Since December 31, 1998 there has been no development
or  event  which  has  had or could reasonably be expected to  have  a  Material
Adverse Effect.

          4.3   Existence;  Compliance  with Law.  Each  Borrower  (a)  is  duly
organized,  validly  existing  and  in good  standing  under  the  laws  of  the
jurisdiction of its organization, (b) has the power and authority, and the legal
right,  to  own and operate its property, to lease the property it  operates  as
lessee and to conduct the business in which it is currently engaged, (c) is duly
qualified as a foreign partnership and in good standing under the laws  of  each
jurisdiction where its ownership, lease or operation of property or the  conduct
of  its business requires such qualification, and (d) is in compliance with  all
Requirements  of  Law except to the extent that the failure to comply  therewith
could  not, in the aggregate, reasonably be expected to have a Material  Adverse
Effect.

          4.4  Power; Authorization; Enforceable Obligations.  Each Borrower has
the  power and authority, and the legal right, to make, deliver and perform  the
Loan  Documents  and to borrow hereunder and has taken all necessary  action  to
authorize the borrowings on the terms and conditions of this Agreement  and  the
Note  and  to  authorize  the execution, delivery and performance  of  the  Loan
Documents to which it is a party.  No consent or authorization of, filing  with,
notice  to or other act by or in respect of, any Governmental Authority  or  any
other Person is required in connection with the borrowings hereunder or with the
execution,  delivery,  performance,  validity  or  enforceability  of  the  Loan
Documents to which it is a party.  This Agreement has been, and each other  Loan
Document  to which it is a party will be, duly executed and delivered on  behalf
of  such Borrower.  This Agreement constitutes, and each other Loan Document  to
which  it is a party when executed and delivered will constitute, a legal, valid
and  binding  obligation of such Borrower enforceable against such  Borrower  in
accordance  with  its  terms, subject to the effects of bankruptcy,  insolvency,
fraudulent  conveyance,  reorganization,  moratorium  and  other  similar   laws
relating   to  or  affecting  creditors'  rights  generally,  general  equitable
principles  (whether considered in a proceeding in equity  or  at  law)  and  an
implied covenant of good faith and fair dealing.

          4.5   No  Legal Bar.  The execution, delivery and performance  of  the
Loan  Documents to which each Borrower is a party, the borrowings hereunder  and
the  use  of  the proceeds thereof will not violate any Requirement  of  Law  or
Contractual Obligation of such Borrower and will not result in, or require,  the
creation or imposition of any Lien on any of its properties or revenues pursuant
to  any  such  Requirement of Law or Contractual Obligation  (other  than  Liens
created by the Security Documents in favor of the Lender).

          4.6  No Material Litigation.  To the best of each Borrower's knowledge
and  except  as  set  forth  on Schedule 4.6 of this Agreement,  no  litigation,
investigation  or  proceeding  of  or  before  any  arbitrator  or  Governmental
Authority  is  pending or, to the knowledge of each Borrower, threatened  by  or
against  such Borrower or against any of its properties or revenues which  could
reasonably be expected to have a Material Adverse Effect.

          4.7   No Default.  No Borrower is in default under or with respect  to
any  of  its  Contractual Obligations in any respect which could  reasonably  be
expected to have a Material Adverse Effect.  No Default or Event of Default  has
occurred and is continuing.

          4.8  Ownership of Property; Liens.  (a)  Each Borrower has good record
and marketable title in fee simple to, or a valid leasehold interest in, each of
its  Secured  Line Properties, and good title to, or a valid leasehold  interest
in,  all its other property, Lender acknowledging, however, that the Valley Mall
Borrower does not yet have title to the Valley Mall Expansion Parcel.   None  of
the Collateral is subject to any Lien except for the Security Documents.  To the
best  of  each Borrower's knowledge, there are no claims for payment  for  work,
labor or materials affecting any of the Secured Line Properties which are or may
become  a  Lien  prior to, or of equal priority with, the Liens created  by  the
Security Documents.

          (b)   Each  of  the Secured Line Properties has rights  of  access  to
public  ways  and is served by adequate water, sewer, sanitary sewer  and  storm
drain  facilities.  Except as may be shown on the applicable survey, all  public
utilities  necessary or convenient to the full use and enjoyment of the  Secured
Line  Properties  are located in the public right-of-way abutting  each  of  the
Secured Line Properties, and all such utilities are connected so as to serve the
Secured  Line  Properties  without passing over other property,  except  to  the
extent  such other property is subject to a perpetual easement for such  utility
benefiting  each  of the Secured Line Properties.  All roads necessary  for  the
full  utilization of each of the Secured Line Properties for its current purpose
have been (or with respect to the Valley Mall Expansion, will be) completed  and
have  been (or with respect to the Valley Mall Expansion, will be) dedicated  to
public use and accepted by all governmental authorities.

          4.9   Intellectual Property.  Each Borrower owns, or  is  licensed  to
use,  all trademarks, tradenames, copyrights, technology, know-how and processes
necessary  for  the  conduct of its business as currently conducted  except  for
those  the  failure to own or license which could not reasonably be expected  to
have a Material Adverse Effect (the "Intellectual Property").  No claim has been
asserted and is pending by any Person challenging or questioning the use of  any
such  Intellectual  Property  or  the validity  or  effectiveness  of  any  such
Intellectual  Property, nor does such Borrower know of any valid basis  for  any
such  claim.   The use of such Intellectual Property by such Borrower  does  not
infringe  on  the rights of any Person, except for such claims and infringements
that,  in  the  aggregate, could not reasonably be expected to have  a  Material
Adverse Effect.

          4.10 No Burdensome Restrictions.  No presently existing Requirement of
Law  or  existing  Contractual Obligation of any Borrower  could  reasonably  be
expected to have a Material Adverse Effect.

          4.11  Taxes.   Each Borrower has filed or caused to be filed  all  tax
returns  which are required to be filed and has paid all taxes shown to  be  due
and  payable on said returns or on any assessments made against it or any of its
property and all other taxes, fees or other charges imposed on it or any of  its
property by any Governmental Authority (other than any the amount or validity of
which are currently being contested in good faith by appropriate proceedings and
with respect to which reserves in conformity with GAAP have been provided on the
books  of  such Borrower); no tax Lien has been filed, and, to the knowledge  of
each Borrower, no claim is being asserted, with respect to any such tax, fee  or
other charge.

          4.12 Federal Regulations.  No part of the proceeds of the Loan will be
used for "purchasing" or "carrying" any "margin stock" in a manner that violates
in  any  respect Regulation G or Regulation U of the Board of Governors  of  the
Federal Reserve System as now and from time to time hereafter in effect, or  for
any  purpose which violates, or which would be inconsistent with, the provisions
of  the regulations of such Board of Governors.  If requested by the Lender, the
Borrowers  will  furnish to the Lender a statement to the  foregoing  effect  in
conformity  with the requirements of FR Form G-1 or FR Form U-1 referred  to  in
said Regulation G or Regulation U, as the case may be.

          4.13 ERISA.  (a)  No Borrower or any of its Subsidiaries has taken any
action  which would cause it to become an "employee benefit plan" as defined  in
Section  3(3) of ERISA, or a "governmental plan" as defined in Section 3(32)  of
ERISA, or a "plan" as defined in Section 4975(e)(1) of the Code, or which  would
cause its assets  to become "plan assets" as defined in 29 C.F.R. Section
2510.3-101.

          4.14  Investment Company Act; Other Regulations.  No  Borrower  is  an
investment  company",  or  a company "controlled" by  an  "investment  company",
within  the  meaning  of the Investment Company Act of  1940,  as  amended.   No
Borrower  is  subject  to  regulation under any  Federal  or  state  statute  or
regulation  (other than Regulation X of the Board of Governors  of  the  Federal
Reserve System) which limits its ability to incur Indebtedness.

          4.15 Security Documents.  The provisions of each Security Document are
effective  to  create  in  favor of the Lender a legal,  valid  and  enforceable
security  interest in all right, title and interest of each Borrower thereto  in
the "Collateral" described therein.

          4.16  Accuracy  and  Completeness of Information.   (a)   All  factual
information,  reports and other papers and data with respect  to  each  Borrower
(other   than   projections)   furnished,  and  all   factual   statements   and
representations  made, to the Lender by such Borrower,  or  on  behalf  of  such
Borrower,  were,  at  the time the same were so furnished or  made,  when  taken
together  with all such other factual information, reports and other papers  and
data  previously  so  furnished  and  all  such  other  factual  statements  and
representations  previously  so  made, complete  and  correct  in  all  material
respects, to the extent necessary to give the Lender true and accurate knowledge
of  the subject matter thereof in all material respects, and did not, as of  the
date  so  furnished or made, contain any untrue statement of a material fact  or
omit  to  state  any  material fact necessary in order to  make  the  statements
contained therein not misleading in light of the circumstances in which the same
were made.

          (b)  All projections with respect to each Borrower furnished by or on
behalf of such  Borrower to the Lender were prepared and presented in good faith
by or  on behalf of such Borrower.  No fact is known to any Borrower which
materially  and adversely affects or in the future is reasonably likely (so far
as such Borrower can reasonably foresee) to have a Material Adverse Effect which
has not been set forth  in  the  financial  statements referred to in  Section
4.1  or  in  such information, reports, papers and data or otherwise disclosed
in writing  to  the Lender prior to the date hereof.

          4.17  Labor  Relations.  No Borrower is engaged in  any  unfair  labor
practice  which could reasonably be expected to have a Material Adverse  Effect.
There  is  (a)  no  unfair  labor practice complaint pending  or,  to  the  best
knowledge of each Borrower, threatened against such Borrower before the National
Labor  Relations  Board which could reasonably be expected to  have  a  Material
Adverse  Effect  and no grievance or arbitration proceeding arising  out  of  or
under  a  collective  bargaining agreement is so pending or threatened;  (b)  no
strike, labor dispute, slowdown or stoppage pending or, to the best knowledge of
each Borrower, threatened against such Borrower; and (c) no union representation
question  existing with respect to the employees of such Borrower and  no  union
organizing activities are taking place with respect to any thereof.

          4.18  Solvency.   On  the  date hereof, after  giving  effect  to  the
consummation of the transactions contemplated by the Loan Documents to occur  on
the  date hereof and to the incurrence of all indebtedness and obligations being
incurred on or prior to such date in connection herewith and therewith, (i)  the
amount  of the "present fair saleable value" of the assets of the Borrowers  and
their  Subsidiaries, taken as a whole, will, as of such date, exceed the  amount
of  all "liabilities of the Borrowers, and their Subsidiaries, taken as a whole,
contingent  or otherwise", as of such date, as such quoted terms are  determined
in accordance with applicable federal and state laws governing determinations of
the insolvency of debtors, (ii) the present fair saleable value of the assets of
the  Borrowers, and their Subsidiaries, taken as a whole, will, as of such date,
be  greater than the amount that will be required to pay the liabilities of  the
Borrowers,  and their Subsidiaries, taken as a whole, on their respective  debts
as  such  debts  become absolute and matured, (iii) neither the  Borrowers,  nor
their  Subsidiaries,  taken  as  a  whole,  will  have,  as  of  such  date,  an
unreasonably  small  amount of capital with which to  conduct  their  respective
businesses,  and (iv) the Borrowers, and their Subsidiaries, taken as  a  whole,
will be able to pay their respective debts as they mature.  For purposes of this
Section  4.18, "debt" means "liability on a claim", "claim" means any (x)  right
to  payment,  whether  or not such a right is reduced to  judgment,  liquidated,
unliquidated,  fixed,  contingent,  matured,  unmatured,  disputed,  undisputed,
legal, equitable, secured or unsecured, and (y) right to an equitable remedy for
breach  of performance if such breach gives rise to a right to payment,  whether
or  not  such  right  to  an  equitable remedy is reduced  to  judgment,  fixed,
contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

          4.19  Compliance  with Laws.  (a)  All of the Secured Line  Properties
and  their  use  comply  in  all material respects with  all  applicable  zoning
resolutions, building codes, fire safety, subdivision and other applicable laws,
rules  and  regulations  including,  without  limitation,  the  Americans   with
Disabilities  Act, except with respect to the Valley Mall Expansion  Parcel,  in
which  case such approvals are pending or will be obtained at such times as  the
same are required.

          (b)   Each  Borrower has all requisite licenses, permits,  franchises,
qualifications, certificates of occupancy (other than with respect to the Valley
Mall  Expansion) or other governmental authorizations to own, lease and  operate
each  of its Secured Line Properties and carry on its business, and each of  the
Secured  Line Properties is in compliance with all applicable legal requirements
and  is  free of structural defects, and all building systems contained  therein
are  in  good  working order, subject to ordinary wear and tear.   None  of  the
Secured  Line  Properties  constitutes, in whole or  in  part,  a  legally  non-
conforming use under applicable legal requirements.

          4.20  Condemnation.  No condemnation or eminent domain proceeding  has
been commenced, or to the knowledge of each Borrower, is threatened against  any
Secured Line Property.

          4.21 Brokers.  No Borrower has dealt with a financial advisor, broker,
underwriter,   placement  agent,  agent  or  finder  in  connection   with   the
transactions contemplated by this Agreement other than L. J. Melody  &  Company,
and  the  Borrowers are responsible for payment of all fees  of  L.J.  Melody  &
Company.   The Borrowers and the Lender hereby agree to indemnify and  hold  the
other  harmless  from  and against any and all claims,  liabilities,  costs  and
expenses of any kind in any way relating to or arising from a claim by any other
Person  that such Person acted on behalf of the indemnifying party in connection
with  the transactions contemplated herein.  The Borrowers acknowledge  that  CB
Servicing, Inc., an affiliate of L.J. Melody & Company, or its predecessor,  has
entered  into  a  subservicing agreement with respect to the Loan  and  that  CB
Servicing, Inc. may receive a fee from the Lender in connection therewith.   The
provisions of this Section 4.21 shall survive the expiration and termination  of
this Agreement and the payment and performance of the Obligations.

          4.22 FIRPTA.  No Borrower is a "foreign person" within the meaning  of
Sections 1445 or 7701 of the Code.

          4.23  Purpose of Loan. The proceeds of the Loan shall be used  by  the
Borrowers to repay existing debt, to construct the Valley Mall Expansion and the
Stadium  Theaters  at  the  Bradley Square Mall and the  Jacksonville  Mall,  to
provide  financing  for  Borrowers'  capital  investment  in  the  Secured  Line
Properties and/or for Borrowers' investment, through Borrower Affiliates or  the
Operating Partnership or their single-asset subsidiaries, in the acquisition  of
regional shopping malls, and for general corporate purposes.

          4.24  No  Conflicts.  The execution, delivery and performance of  this
Agreement  and the other Loan Documents by the Borrowers will not conflict  with
or  result  in  a breach of any of the terms or provisions of, or  constitute  a
default  under, or result in the creation or imposition of any lien,  charge  or
encumbrance (other than pursuant to the Loan Documents) upon any of the property
or  assets  of  the Borrowers pursuant to the terms of any indenture,  mortgage,
deed  of  trust,  loan agreement, partnership agreement or  other  agreement  or
instrument  to which any Borrower is a party or by which any of such  Borrower's
property  or assets is subject, nor will such action result in any violation  of
the  provisions of any statute or any order, rule or regulation of any court  or
governmental  agency or body having jurisdiction over such Borrower  or  any  of
such  Borrower's properties or assets, and any consent, approval, authorization,
order, registration or qualification of or with any court or any such regulatory
authority  or  other  governmental agency or body required  for  the  execution,
delivery  and performance by such Borrower of this Agreement or any  other  Loan
Documents has been obtained and is in full force and effect.

          4.25  Taxes  and Assessments.  Each of the Secured Line Properties  is
comprised of one or more parcels, each of which constitutes a separate  tax  lot
and  none  of  which constitutes a portion of any other tax lot.  There  are  no
pending  or,  to best of each Borrower's knowledge, proposed, special  or  other
assessments  for  public improvements or otherwise affecting  the  Secured  Line
Properties, nor are there any presently contemplated improvements to the Secured
Line  Properties that may result in such special assessments, provided, however,
that  reassessments  are  anticipated at Valley Mall, Bradley  Square  Mall  and
Jacksonville Mall upon completion of the Improvements described in the  Building
Loan Agreement.

          4.26  Location  of  Borrowers.   The  Borrowers'  principal  place  of
business  and  chief  executive offices are located at  the  address  stated  in
Section 11.2.

          4.27 Forfeiture.  To the best of each Borrower's knowledge, there  has
not  been  committed  by the Borrowers or any other person in  occupancy  of  or
involved  with the operation or use of the Secured Line Properties  any  act  or
omission  affording the federal government or any state or local government  the
right  of forfeiture as against the Secured Line Properties or any part  thereof
or any monies paid in performance of the Borrowers' obligations under any of the
Loan Documents.

          4.28  Flood Zone.  No portion of the improvements comprising  each  of
the Secured Line Properties is located in an area identified by the Secretary of
Housing and Urban Development or any successor thereto as an area having special
flood  hazards pursuant to the National Flood Insurance Act of 1968,  the  Flood
Disaster Protection Act of 1973 or the National Flood Insurance Act of 1994,  as
amended,  or  any  successor  law, or, if located  within  any  such  area,  the
Borrowers  have obtained and will maintain the insurance prescribed  in  Section
6.5 hereof.

          4.29  No  Prior  Assignment.  There are no prior  assignments  of  the
Leases  or any portion of the Rents due and payable or to become due and payable
which are presently outstanding or effective.

          4.30 Insurance.  The Borrowers have obtained and have delivered to the
Lender  certified  copies  of all insurance policies  reflecting  the  insurance
coverages,  amounts  and other requirements set forth  in  this  Agreement.   No
claims  have  been  made  under  any such insurance  policies,  and  no  Person,
including the Borrowers, has done, by act or omission, anything which  would  in
either case materially impair the coverage of any such policies.

          4.31 Certificate of Occupancy; Licenses.  All certifications, permits,
licenses and approvals, including without limitation, certificates of completion
and  occupancy  permits required for the legal use, occupancy and  operation  of
each of the Secured Line Properties by the Borrowers as a retail shopping center
(other than those required for the Valley Mall Expansion) have been obtained and
are  in  full  force  and  effect.  The Borrowers shall keep  and  maintain  all
licenses necessary for the operation of each of the Secured Line Properties as a
retail shopping center.  The use being made of each Secured Line Property is  in
conformity  with  the  certificate of occupancy issued  for  such  Secured  Line
Property.

          4.32  Physical  Condition.   Except as set forth  in  the  engineering
reports  obtained  by  the  Lender in connection with the  underwriting  of  the
Existing  Secured  Credit Line, each of the Secured Line Properties,  including,
without  limitation, all buildings, improvements, parking facilities, sidewalks,
storm  drainage systems, roofs, plumbing systems, HVAC systems, fire  protection
systems,  electrical systems, equipment, elevators, exterior sidings and  doors,
landscaping,  irrigation  systems and all structural  components,  are  in  good
condition, order and repair in all material respects; there exists no structural
or  other  material  defects or damages in any of the Secured  Line  Properties,
whether latent or otherwise, and the Borrowers have not received notice from any
insurance  company or bonding company of any defects or inadequacies in  any  of
the  Secured  Line Properties, or any part thereof, which would  materially  and
adversely  affect  the  insurability of the same  or  cause  the  imposition  of
extraordinary  premiums or charges thereon or of any termination  or  threatened
termination of any policy of insurance or bond.

          4.33 Boundaries.  Except as may be shown on the applicable surveys and
except  for the Valley Mall Expansion, all of the improvements located  on  each
Secured  Line Property lie wholly within the boundaries and building restriction
lines of such Secured Line Property, and no improvements on adjoining properties
encroach upon such Secured Line Property, and no easements or other encumbrances
upon the applicable Secured Line Property encroach upon any of the improvements,
so  as  to  materially  and adversely affect the value or marketability  of  the
applicable Secured Line Property except those which are insured against by title
insurance.

          4.34  Filing  and Recording Taxes.  All transfer taxes,  deed  stamps,
intangible taxes or other amounts in the nature of transfer taxes required to be
paid  by any Person under applicable Requirements of Law currently in effect  in
connection  with  the transfer of the Secured Line Properties to  the  Borrowers
have  been paid.  All mortgage, mortgage recording, stamp, intangible  or  other
similar  tax required to be paid by any Person under applicable Requirements  of
Law currently in effect in connection with the execution, delivery, recordation,
filing,  registration, perfection or enforcement of any of the  Loan  Documents,
including, without limitation, the Mortgages, have been paid, and, under current
Requirements  of  Law,  the Mortgages are enforceable in accordance  with  their
respective  terms  by the Lender (or any subsequent holder thereof),  except  as
such  enforcement  may  be  limited  by bankruptcy,  insolvency,  reorganization
moratorium  or other laws relating to or affecting creditors' rights  generally,
and  by general principles of equity (regardless of whether such enforcement  is
considered in a proceeding in equity or at law).

          4.35  Property  Management.  Each of the Secured  Line  Properties  is
managed by the Operating Partnership.

          4.36  Ground  Lease  Representations and  Warranties.   The  Borrowers
hereby  represent and warrant to the Lender the following with  respect  to  the
Ground Lease:

          (a)   Recording; Modification.  (i)  A memorandum of the Ground  Lease
has  been  duly  recorded, (ii) the Ground Lease permits  the  interest  of  the
Operating  Partnership to be encumbered by a mortgage or the Ground  Lessor  has
approved  and  consented  to  the encumbrance of  the  applicable  Secured  Line
Property by a Mortgage and (iii) there have not been amendments or modifications
to  the  terms of the Ground Lease since recordation of the memorandum of ground
lease  pertaining thereto, with the exception of written instruments which  have
been recorded (other than that certain letter, dated September 16, 1977 pursuant
to  which Original Ground Lessee exercised three (3) renewal options of five (5)
years  each).  The Ground Lease may not be canceled, terminated, surrendered  or
amended without the prior written consent of the Lender.

          (b)   No Liens.  Except for the Permitted Encumbrances, the Borrowers'
interest  in  the  Ground  Lease is not subject to  any  liens  or  encumbrances
superior  to,  or of equal priority with, the Mortgage encumbering the  Shenango
Valley Mall, other than the Ground Lessor's related fee interest.

          (c)  Ground Lease Assignable.  The Operating Partnership's interest in
the  Ground  Lease is assignable to the Lender upon notice to, but  without  the
consent  of, the Ground Lessor.  The Ground Lease is further assignable  by  the
Lender, its successors and assigns without Ground Lessor's consent.

          (d)   Default.   As of the date hereof, the Ground Lease  is  in  full
force and effect and no default has occurred under the Ground Lease and there is
no  existing  condition  which, but for the passage of time  or  the  giving  of
notice, could result in a default under the terms of the Ground Lease.

          (e)   Notice.   The Ground Lease requires the Ground  Lessor  to  give
notice  of  any default by the Operating Partnership to the Lender.  The  Ground
Lease,  or an estoppel letter received by the Lender from Ground Lessor, further
provides  that  notice  of  termination given under  the  Ground  Lease  is  not
effective  against the Lender unless a copy of the notice has been delivered  to
the Lender in the manner described in the Ground Lease.

          (f)   Cure.  The Lender is permitted the opportunity (including, where
necessary,  sufficient time to gain possession of the interest of the  Operating
Partnership under the Ground Lease) to cure any default under the Ground  Lease,
which  is  curable after the receipt of notice of any of the default before  the
Ground Lessor may terminate the Ground Lease.

          (g)   Term.   The Ground Lease has a term which extends not less  than
ten (10) years beyond the Termination Date.

          (h)   New Lease.  The Ground Lease requires the Ground Lessor to enter
into a new lease with Lender upon termination of the Ground Lease.

          (i)   Insurance  Proceeds.  Under the terms  of  this  Agreement,  the
Ground  Lease  and  the  Mortgage encumbering the Shenango  Valley  Mall,  taken
together, any related insurance proceeds will, subject to the terms of the  Loan
Documents, be applied either to the repair or restoration of all or part of  the
Shenango Valley Mall, with the Lender having the right to hold and disburse  the
proceeds  as  the  repair or restoration progresses, or to the  payment  of  the
outstanding  of the Loan together with any accrued interest thereon.

          (j)   Condemnation  Awards.  Under the terms of  this  Agreement,  the
Ground  Lease  and  the  Mortgage encumbering the Shenango  Valley  Mall,  taken
together,  any related condemnation awards related to the improvements  on  such
Secured  Line  Property will, subject to the terms of the  Loan  Documents,  and
after  deducting  the expenses incurred by the Ground Lessor in connection  with
such condemnation proceeding, be applied either to the repair or restoration  of
all or part of the Shenango Valley Mall, with the Ground Lessor having the right
to  hold and disburse the award as the repair or restoration progresses pursuant
to  the Ground Lease, or to the payment of the outstanding  of the Loan together
with any accrued interest thereon as of the date of the vesting of title in said
condemning authority.

          (k)  Subleasing.  The Ground Lease does not impose any restrictions on
subleasing.

          (l)   No Violation.  The execution and delivery of this Agreement will
not conflict with or cause any violation under the Ground Lease.  The consent of
the  Ground Lessor is not required for Borrowers' execution and delivery of,  or
performance under, this Agreement.

          (m)  Estoppels.  Within 60 days after the Third Modification Date, and
at  all times thereafter if the same is not delivered to Lender during such time
period,  Borrowers will use reasonable efforts to deliver to Lender an  estoppel
certificate from the Ground Lessor in form and substance satisfactory to  Lender
and  its  counsel,  indicating, among other things, that the Third  Modification
will  not affect, diminish or reduce any rights Lender had with respect  to  the
Ground  Lease  and  the Ground lessor prior to the Third Modification.   On  the
Third  Modification  Date,  Borrowers shall execute  and  deliver  to  Lender  a
corresponding estoppel certificate from Borrowers.

          4.37.     Reciprocal Easement Agreements.  All costs and expenses  due
and  payable  to  and/or  from, and all obligations  to  be  performed  by,  the
Borrowers  and, to the Borrowers' knowledge, every other party to any reciprocal
easement  agreement benefiting or burdening any Secured Line Property have  been
fully paid or performed.

          4.38.      Leases.  With respect to the Leases for each  Secured  Line
Property,  to  the  best  of the Borrowers' knowledge,  after  due  inquiry  and
investigation:  (a) the rent roll delivered to the Lender as of June 30, 1999 is
true,  complete  and  correct, the Leases are valid and in and  full  force  and
effect,  and there has been no material adverse change in such rent rolls  since
April  30, 1999; (b) the Leases (including amendments) are in writing, and there
are  no  oral  agreements with respect thereto; (c) the  copies  of  the  Leases
delivered  to  the  Lender are true and complete; (d) except  as  set  forth  on
Schedule  4.38 neither the landlord nor to the best of the Borrowers'  knowledge
any  tenant  is in default under any of the Leases; (e) except as set  forth  on
Schedule  4.38  the Borrowers have no knowledge of any notice of termination  or
default  with  respect  to any Lease; (f) the Borrowers  have  not  assigned  or
pledged  pursuant  to a presently effective assignment any of  the  Leases,  the
rents or any interests therein except to the Lender; (g) no tenant has the right
to  terminate  its Lease prior to expiration of the stated term of  such  Lease,
except  as  set  forth in the Leases provided to the Lender; (h) no  tenant  has
prepaid  more  than one month's rent in advance (except for bona  fide  security
deposits  not  in  excess of an amount equal to two month's rent);  and  (i)  no
tenant  under any Lease has any right or option for additional space, except  as
set forth in the Leases provided to the Lender.

          4.39.      Cross Default.  Except as disclosed in Schedule 4.39,  none
of the Borrowers is a party to any loan agreement, mortgage, deed of trust, deed
to secure debt, or other loan document which contains a default provision making
it  an  automatic  default,  after any applicable notices  and/or  cure  periods
thereunder  should  any  such Borrower default under any other  loan  agreement,
mortgage, deed of trust, deed to secure debt, or other loan document.

          4.40.      Building  Loan Agreement.  Each of the Borrowers  has  been
provided  with  a  copy  of, and has reviewed and approved,  the  Building  Loan
Agreement.


                       SECTION 5.  CONDITIONS TO ADVANCES

               The  agreement  of  the Lender to make any  extension  of  credit
requested  to  be  made  by it on any date (including, without  limitation,  its
initial  extension of credit) is subject to the satisfaction  of  the  following
conditions:

          (a)  Representations and Warranties.  Each of the representations and
     warranties made by the Borrowers in or pursuant to this Agreement and the
     Loan Documents shall be true and correct in all material  respects
     (including with respect to each Additional Secured Line  Property) on
     and as of such date as if made on and as of such date.

          (b)  No Default. No Default or Event of Default shall have occurred
     and be continuing on such date or after giving effect to the extensions
     of  credit requested to be made on such date, other than any Default or
     Event of Default that may exist prior to the acquisition by the Valley
     Mall Borrower of  the Valley Mall Like-Kind Exchange Parcel as a result
     of Borrowers' commencement of the construction of the Valley Mall Expansion
     before acquiring legal title to the Valley Mall Like-Kind Exchange Parcel
     prior to the Third Modification Date.

          (c)  Notice of Borrowing.  Receipt by the Lender of a Notice of
     Borrowing as required by Section 2.2 hereof.

          (d)  Available Commitment.  Immediately after such borrowing, the
     Principal Balance will not exceed the Commitment.

          (e)  Receipt of Due Diligence Materials.  The Lender shall have
     received and approved all of the due diligence materials set forth in
     Schedules 1 and 2.

          (f)  Security Documents. Security Documents in favor of the Lender
     shall have been executed by the owner of each Secured Line Property.
     All Mortgages shall be cross-defaulted and cross-collateralized, and
     Lender shall be provided with title  insurance  (i) insuring all of the
     Secured Line Properties for  the aggregate amount of $150,000,000, with
     coverage on each individual Secured Line Property in such amount as may be
     determined by Lender, as well as "tie-in" endorsements with all of the
     other mortgagee title insurance policies insuring the other Secured Line
     Properties, (provided, however, that Lender may require the Borrowers to
     increase the aggregate $150,000,000 and the individual loan policy amount
     of any Secured Line Property located in a state which does not permit
     "tie-in" endorsements), (ii) endorsements insuring  the  continuing
     coverage under all existing title insurance policies after  recordation
     of the Mortgage Amendments (subject to the additional changes to such
     policies required by (i) above), and (iii) such reinsurance and direct
     access agreements with reinsurers as the Lender may require.

          (g)  Reimbursement of the Lender.  The Lender shall have been re-
     imbursed for all of its reasonable out-of-pocket expenses actually
     incurred in connection with such requested extension of  credit (includ-
     ing all mortgage closing costs in the event an Additional Secured Line
     Property is being encumbered by a Mortgage).

          (h)  No Adverse Change.  There shall have been no material adverse
     change in the business or financial condition or management of the
     Borrowers or any Secured Line Property or any tenant of a Stadium
     Theater or any anchor tenant or any non- tenant anchor or tenant under a
     Major Lease for a Secured Line Property as of such date.

          (i)  Establishment of Single Purpose Entity. In the event an
     Additional Secured Line Property is being encumbered with a
     Mortgage pursuant to this Agreement, (i) a Single Purpose Entity accept-
     able to the Lender in the Lender's reasonable discretion shall have been
     established to hold title to such Additional Secured Line Property, and
     (ii) such Single Purpose Entity shall have executed  and delivered a
     Mortgage satisfactory to Lender.  In the event the proceeds of an advance
     are to be used by Borrowers' investment in any regional shopping mall
     that is not a Secured Line Property, a Borrower Affiliate acceptable to
     Lender or the Operating Partnership shall have been  established to hold
     title to such property.

          (j)  Contribution Agreement. The Lender shall have received from the
     Borrowers a copy of a fully executed contribution agreement pursuant to
     which the Borrowers agree to indemnify and hold harmless each other from
     and against any and all liability under the Note in excess of the fair
     market value of its Secured Line Property.

          (k)  Title Rundowns.  The Lender shall be satisfied that each of the
     title insurance  policies  insuring the respective Liens of the
     Mortgages  will, subsequent to the making of each advance under the
     Loan, continue to insure the respective Liens of the Mortgages as first
     Liens on each of the Secured Line Properties for the amounts required pur-
     suant to Section 5(f).  In this regard,  the  Borrowers shall deliver to
     the Lender at the Borrowers' sole cost  and expense such continuations of
     title and endorsements to the title insurance policies insuring the
     respective Liens of the Mortgages as may be reasonably required by the
     Lender (and as may be available in the respective states in which such
     Secured Line Properties are located) to evidence compliance with the
     provisions of this subparagraph.

          (l)  Lien Waivers.  Lender shall have received such lien waivers as
     the Lender may require with respect to any work contemplated or in
     progress at any of the Secured Line Properties.

          (m)  Re-Audit of Properties. The Lender may, in furtherance of its
     rights pursuant to Section 2.2(i) and not by way of limitation thereon,
     re-audit the Underwritten Net Operating Income for the Secured Line
     Properties in order to confirm the Borrowers' compliance with this
     Section 5.

          (n)  Advance for Initial Funding.  If the requested advance is an
     advance under the Initial Funding, (i) the requirements of
     Section 2.2(e) shall have been satisfied, and (ii) the Borrowers
     shall have delivered to Lender a compliance certificate demonstrating
     compliance with the financial covenants set forth in Section 7.1 hereof.

          (o)  Bradley and Jacksonville Mall Advances.  If the requested advance
     is a  Bradley and Jacksonville Mall Advance, the requirements of
     Section 2.2(f) shall have been satisfied.

          (p)  Additional Advances.  If the requested advance is an Additional
     Advance, the requirements of Section 2.2(g) shall have been satisfied.

          (q)  Construction Loan Advances.  If the requested advance is an
     advance under a Construction Loan, the requirements of Section 2.2(h)
     shall have been satisfied.

          (r)  Commitment Fee.  The Borrowers shall have paid the Commitment Fee
     on any portion of the Loan amount for which the Commitment Fee
     has not yet been paid, or a portion of the proceeds of such advance will
     be used to pay such Commitment Fee.

          (s)  Additional Matters.  All corporate and other proceedings, and all
     documents,  instruments  and other legal matters  in  connection
     with  the transactions contemplated by this Agreement, and the
     other Loan Documents, shall be satisfactory in form and substance
     to the Lender, and the Lender shall have received such other documents
     and legal opinions in respect of any aspect or consequence of the
     transactions contemplated hereby or thereby as it  shall reasonably
     request.

Each borrowing by the Borrowers hereunder shall constitute a representation  and
warranty  by the Borrowers as of the date thereof that the conditions  contained
in this Section 5 have been satisfied at the time of such borrowing.


                        SECTION 6.  AFFIRMATIVE COVENANTS

          The  Borrowers  hereby agree that, so long as any  of  the  Commitment
remains  in effect or the Note remains outstanding and unpaid or any  amount  is
owing  to  the Lender hereunder or under any other Loan Document, each  Borrower
shall:

          6.1  Financial Statements.  Furnish to the Lender:

          (a)  as soon as available, but in any event within 90 days after the
     end of each fiscal year of such Borrower, a copy of the consolidated
     balance sheet of such  Borrower and its consolidated Subsidiaries as at the
     end of such year and the related consolidated statements of income and re-
     tained earnings and of cash flows  for  such  year.  As it relates to the
     REIT and  to  Crown  American Properties, L.P., such statements shall be
     certified by independent certified public accountants of nationally
     recognized standing.  The statements of the other  Borrowers shall be
     certified by a Responsible Officer.  The  audited financial  statements
     of  Crown American Properties,  L.P.  shall  include  supplementary com-
     bining and consolidating statements that will include a balance sheet, a
     statement of income and a statement of cash flows for each Secured Line
     Property; such supplementary statements shall be covered in the independent
     auditor's report.

          (b)  as soon as available, but in any event not later than 45 days
     after the end of each fiscal quarter of such Borrower, the unaudited con-
     solidated balance sheet of such Borrower and its consolidated Subsidiaries
     as at the end of such quarter and the related unaudited consolidated state-
     ments of income and retained earnings and of cash flows of such Borrower
     and its consolidated Subsidiaries for such quarter, together with a
     statement setting forth (i) the calculations of Net Operating Income,
     Underwritten Net Operating Income and Net Cash Flow for each  of  its
     Secured Line Properties (with a detailed description  of  the
     calculations used in such determination, which such calculations  shall  be
     consistent  with the definitions of Net Operating Income, Underwritten  Net
     Operating Income and Net Cash Flow set forth herein) and (ii) the calcu-
     lation of the  ratios set forth in Section 7.1 hereof, all certified by a
     Responsible Officer as being fairly stated in all material respects;

          (c)  as soon as available, but in any event within 45 days after the
     end of each fiscal year of such Borrower, annual operating statements for
     each Secured Line Property owned by such Borrower, certified by a Respons-
     ible Officer as being fairly stated in all material respects;

          (d)  as soon as available, but in any event within 45 days after the
     end of each calendar month of such Borrower, monthly operating statements
     for each Secured Line Property owned by such Borrower, together with a
     statement setting forth the calculations of Net Operating Income for each
     Secured Line Property (with a  detailed description of the calculations
     used in such determination, which such calculations shall be consistent
     with the definitions of Net Operating Income set forth herein), certified
     by a Responsible Officer as being fairly stated in all material
     respects; and

          (e)  as soon as available, but in any event within 45 days after the
     end of each  fiscal quarter of such Borrower, a rent roll for each Secured
     Line Property owned  by such Borrower, certified by a Responsible Officer
     as being fairly stated in all material respects.

All  such  financial statements shall be complete and correct  in  all  material
respects and shall be prepared in reasonable detail and in accordance with  GAAP
applied  consistently throughout the periods reflected therein  and  with  prior
periods.

          6.2  Certificates; Other Information.  Furnish to the Lender:

          (a)  concurrently with the delivery of the financial statements
     referred to in Section 6.1(a), a certificate of the independent certified
     public accountants reporting  on  such  financial statements (i) stating
     that  in  making  the examination necessary therefor no knowledge was ob-
     tained of any Default or Event of  Default,  except as specified in such
     certificate, and (ii)  confirming  compliance with (A) Sections 7.1 (EBITDA
     tests), and (B) the minimum 1.3 to 1.0 Debt Service Coverage Ratio and
     maximum 77% Loan-to-Value Ratio required for  purposes of calculating the
     Funding Threshold (all of such certifications to include supporting calcu-
     lations reasonably necessary for such conclusions);

          (b)  concurrently with the delivery of the financial statements refer-
     red to in Sections 6.1(a), (b), (c), (d) and (e), a certificate of a
     Responsible Officer stating that, to the best of such Responsible Officer's
     knowledge, such Borrower  during such period has observed or performed all
     of its covenants and other agreements, and satisfied every condition, con-
     tained in this Agreement and the other Loan Documents to be observed,
     performed or satisfied by it, and that such Responsible Officer has
     obtained no knowledge of any Default or Event of Default  except as
     specified in such certificate;

          (c)  within five days after the same are filed, copies of all
     financial statements and reports which such Borrower may make to, or file
     with,  the Securities and Exchange Commission or any successor or analogous
     Governmental Authority;

          (d)  promptly and in any event within ten (10) days after such
     Borrower obtains knowledge  thereof, notice of (x) any litigation or
     governmental proceeding  pending or actions threatened against such
     Borrower as to which there is  a reasonable possibility of an adverse
     determination and which, if  adversely determined, is likely to individ-
     ually or in the aggregate, result in a Material Adverse Effect, and
     (y) any other event, act or condition which is likely to result in a
     Material Adverse Effect;

          (e)  promptly and in any event within ten (10) Business Days after
     such Borrower obtains actual knowledge of any of the following events, a
     certificate of a Responsible Officer, specifying the nature of such con-
     dition and such Borrower's proposed initial response thereto:  (i) the
     receipt by such Borrower of any written communication, whether from a
     Governmental Authority, citizens group, employee or otherwise, that alleges
     that such Borrower or any Subsidiary is not in compliance with applicable
     Environmental Laws, and such noncompliance is likely to have a Material
     Adverse Effect, (ii) such Borrower or any Subsidiaries shall obtain
     actual knowledge that there exists any environmental claim pending
     or threatened against such Borrower or its Subsidiaries, or (iii) such
     Borrower or its Subsidiaries obtain actual knowledge of any release,
     emission, discharge  or  disposal of any Hazardous Materials (as defined in
     Section 8.1) that is likely to form the basis of any environmental claim
     against such Borrower or its Subsidiaries; and

          (f)  promptly, such additional financial and other information as the
     Lender may from time to time reasonably request.

          6.3   Payment of Obligations.  Pay, discharge or otherwise satisfy  at
or before maturity or before they become delinquent, as the case may be, all its
obligations of whatever nature, except where the amount or validity  thereof  is
currently being contested in good faith by appropriate proceedings and  reserves
in  conformity with GAAP with respect thereto have been provided on the books of
such  Borrower or its Subsidiaries, as the case may be, or where the failure  to
do so would not reasonably be expected to have a Material Adverse Effect.

          6.4   Conduct  of Business and Maintenance of Existence.  Continue  to
engage in business of the same general type as now conducted by it and preserve,
renew  and  keep  in  full  force and effect its  existence  as  a  corporation,
partnership,  limited  liability company or  real estate  investment  trust,  as
applicable,  and  take all reasonable action to maintain all rights,  privileges
and franchises necessary or desirable in the normal conduct of its business; and
comply  with all Contractual Obligations and Requirements of Law except  to  the
extent  that  failure  to  comply therewith could  not,  in  the  aggregate,  be
reasonably expected to have a Material Adverse Effect.

          6.5   Maintenance of Property; Insurance.  (a)  Comply in all material
respects  with,  and  do or cause to be done all things necessary  to  preserve,
renew  and keep in full force and effect, its material rights, licenses, permits
and  franchises and the rights and franchises, pertaining to or comprising  part
of any Secured Line Property or the other Collateral unless the failure to do so
does  not  have a Material Adverse Effect on such Secured Line Property  or  any
other  Collateral or on the business, assets, operations, property or  financial
or other condition of such Borrower; comply with all laws, rules and regulations
applicable  to  it except where the failure to do so does not  have  a  Material
Adverse  Effect on any Secured Line Property or any other Collateral or  on  the
business, assets, operations, property or financial or other condition  of  such
Borrower; at all times maintain and preserve all property used or useful in  the
conduct  of  its  business and keep the same in good repair, working  order  and
condition, and from time to time make or cause to be made, all repairs, renewals
and  replacements  thereto,  so  that  the business  carried  on  in  connection
therewith may be properly conducted at all times except where the failure to  do
so  does not have a Material Adverse Effect on any Secured Line Property or  any
other  Collateral or on the business, assets, operations, property or  financial
or other condition of such Borrower.

          (b)   Cause each of its Secured Line Properties to be insured  against
such perils and hazards, and in such amounts and with such limits, as the Lender
may  from  time  to time reasonably require, and in any event will  continuously
maintain  with respect to each such Secured Line Property, without cost  to  the
Lender, the insurance described in Exhibit A of this Agreement.

          (c)   If  a  Secured Line Property shall be damaged or  destroyed,  in
whole  or in part, by fire or other casualty, give prompt notice of such  damage
to  the Lender and promptly commence and diligently prosecute the completion  of
the  repair and restoration of such Secured Line Property as nearly as  possible
to  the  condition such Secured Line Property was in immediately prior  to  such
fire  or other casualty, with such alterations as may be reasonably approved  by
the  Lender (a "Restoration") and otherwise in accordance with Exhibit B of this
Agreement.  The Borrowers shall pay all costs of such Restoration whether or not
such costs are covered by insurance.  The Lender may, but shall not be obligated
to, make proof of loss if not made promptly by the Borrowers.

          6.6   Inspection  of  Property; Books and Records; Discussions.   Keep
proper  books of records and account in which full, true and correct entries  in
conformity  with GAAP and all Requirements of Law shall be made of all  dealings
and  transactions  in  relation  to  its  business  and  activities;  and,  upon
reasonable  prior notice to such Borrower, permit representatives of the  Lender
to  visit and inspect any of its properties and examine and make abstracts  from
any  of  its  books  and records at any reasonable time  and  as  often  as  may
reasonably  be  desired and to discuss the business, operations, properties  and
financial  and other condition of such Borrower with officers and  employees  of
such Borrower and with its independent certified public accountants.

          6.7  Notices.  Promptly give written notice to the Lender of:

          (a)  the occurrence of any Default or Event of Default;

          (b)  any (i) default or event of default under any Contractual Obli-
     gation of such  Borrower  or  its Subsidiaries or (ii) litigation,
     investigation or proceeding which may exist at any time between such
     Borrower or any of  its  Subsidiaries and any Governmental Authority, which
     in either case, if not cured and if adversely determined, as the case may
     be, could reasonably be expected to have a Material Adverse Effect; and

          (c)  any litigation or proceeding affecting such Borrower or any of
     its Subsidiaries in which the amount involved is (i) $1,000,000 or more,
     or (ii) $250,000  or more if such litigation or proceeding involves a
     Secured  Line Property, and not covered by insurance or in which injunctive
     or similar relief which might have a Material Adverse Effect is sought.

Each  notice pursuant to this Section shall be accompanied by a statement  of  a
Responsible Officer setting forth details of the occurrence referred to  therein
and stating what action such Borrower proposes to take with respect thereto.

          6.8  Intentionally Omitted.

          6.9   Condemnation.  Promptly give the Lender notice of the actual  or
threatened  commencement  of any condemnation or eminent  domain  proceeding  (a
"Condemnation")  affecting any material portion of the Secured  Line  Properties
and deliver to the Lender copies of any and all papers served in connection with
such  proceedings.  The Lender may participate in any such proceedings  and  the
Borrowers  shall  deliver  to  the  Lender all instruments  required  to  permit
participation  in  such  proceedings.  The Borrowers shall,  at  their  expense,
diligently  prosecute any such proceedings, and shall consult with  the  Lender,
its attorneys and experts, and cooperate with them in the carrying on or defense
of  any  such  proceedings.  The Lender is hereby irrevocably appointed  as  the
Borrowers' attorney-in-fact, coupled with an interest, with exclusive  power  to
collect,  receive  and  retain any Award (as defined herein)  and  to  make  any
compromise   or   settlement   in  connection  with   any   such   Condemnation.
Notwithstanding  any  taking  by  any public or quasi-public  authority  through
eminent  domain or otherwise (including but not limited to any transfer made  in
lieu  of or in anticipation of the exercise of such taking), the Borrowers shall
continue to pay the Obligations at the time and in the manner provided for their
payment in the Loan Documents and the Obligations shall not be reduced until any
award  or  payment therefor (an "Award") shall have been actually  received  and
applied  by  the Lender, after the deduction of expenses of collection,  to  the
reduction  or discharge of the Obligations.  The Lender shall not be limited  to
the  interest  paid  on  the Award by the condemning  authority,  but  shall  be
entitled  to  receive out of the award interest at the rate  or  rates  provided
herein  or  in the Note.  If a Secured Line Property or any portion  thereof  is
taken  by  a  condemning  authority, the Borrower shall  promptly  commence  and
diligently prosecute the Restoration of such Secured Line Property and otherwise
comply  with  the  provisions of Exhibit B of this  Agreement,  subject  to  the
provisions  of  Section 4.36(j).  If a Secured Line Property  is  sold,  through
foreclosure or otherwise, prior to the receipt by the Lender of the  Award,  the
Lender  shall have the right, whether or not a deficiency judgment on  the  Note
shall  have been sought, recovered or denied, to receive the Award, or a portion
thereof sufficient to pay the Obligations.

          6.10 Use of Loan.  Use all advances under the Loan solely to construct
the  Valley  Mall Expansion and the Stadium Theaters at the Bradley Square  Mall
and   the  Jacksonville  Mall,  to  provide  financing  for  Borrowers'  capital
investment  in  the  Secured Line Properties and/or for  Borrowers'  investment,
through Borrower Affiliates or the Operating Partnership, in the acquisition  of
regional shopping malls, and for general corporate purposes.  In addition:

          (a)   proceeds  of  the  Initial Funding may  be  used  only  for  the
     following purposes up to the amounts set forth below:

     (i)    Principal  Balance  of  Existing     $76,358,770
     Secured Credit Line

     (ii)   Valley Mall Reimbursement Advance    $ 6,000,000

     (iii)  Other Valley Mall Costs              $14,000,000

     (iv)   Investment in Borrower Affiliates    $12,641,230
      or the Operating Partnership  to finance
      acquisition  of regional  malls,  to
      finance   working capital,  or  to  be
      used  for   other  purposes as determined
      by Borrowers  in their sole discretion


          (b)   proceeds  of the Bradley and Jacksonville Mall Advances  may  be
used  only for construction of a Stadium Theater at the Bradley Square Mall  and
the Jacksonville Mall, respectively; and

          (c)   proceeds  of  Additional Advances  may  be  used  only  for  the
Borrowers' acquisition of interests in other regional shopping malls, to finance
working  capital, or for other purposes as determined by the Borrowers in  their
sole discretion.

          6.11  Funding Threshold.  Satisfy at all times the Funding  Threshold,
subject to any cure provisions set forth in Section 3.3.

           6.12 Status as REIT.  In the case of the REIT, do or cause to be done
all  things  necessary to preserve, renew and keep in full force and effect  its
existence  as a real estate investment trust and its tax status as a REIT  under
Section 856 of the Code.

           6.13  Easements and Agreements.  (a)  Comply in all material respects
with  the  requirements  of, and to the extent within such  Borrower's  control,
maintain,  preserve,  enforce  and  renew  rights  of  way,  easements,  grants,
privileges,  licenses and restrictive covenants  which from time to time  affect
or  pertain  to  the  whole or any portion of a Secured Line Property,  (b)  not
modify,  amend  or  terminate any rights of way, easements, grants,  privileges,
licenses  or restrictive covenants which from time to time affect or pertain  to
the whole or any portion of a Secured Line Property, unless required to do so by
the  terms  of  such  instruments  or unless  such  modification,  amendment  or
termination would not be reasonably expected to have a Material  Adverse  Effect
and  (c)  not, without obtaining the prior consent of the Lender (which  consent
may be granted or withheld in the Lender's sole and absolute discretion) modify,
amend or terminate, or surrender any of its rights under, any of such rights  of
way,  easements,  grants, privileges, licenses or restrictive covenants,  unless
required  to do so by the terms of such instruments or unless such modification,
amendment, termination or surrender would not be reasonably expected to  have  a
Material  Adverse Effect.

           6.14 Compliance with Laws.  Comply with and cause each of its Secured
Line Properties to continue to substantially comply with all existing and future
Requirements of Law, except where the failure to do so does not have a  Material
Adverse Effect on such Secured Line Property or any other Collateral or  on  the
business  assets,  operations, property, financial or other  condition  of  such
Borrower.

          6.15 Intentionally Omitted.

           6.16  Loan Documents.  Observe and perform, and cause to be  observed
and  performed,  in  all  material respects, all of  the  terms,  covenants  and
provisions contained in the Loan Documents.

          6.17  Single Purpose Entity/Separateness.  Each Borrower  which  is  a
Single Purpose Entity agrees that:

          (a)   it will not own any asset or property other than (i) its Secured
Line Property, and (ii) incidental personal property necessary for the ownership
or operation of such Secured Line Property;

          (b)   it  will  not engage in any business other than  the  ownership,
management  and  operation of its Secured Line Property  and  will  conduct  and
operate its business as presently conducted and operated;

          (c)   it  will  not  enter  into any contract or  agreement  with  any
Affiliate  or  any constituent party except upon terms and conditions  that  are
intrinsically fair and substantially similar to those that would be available on
an arms-length basis with third parties other than any such party;

          (d)   it will not incur any Indebtedness other than (i) the Loan, (ii)
trade  and  operational debt incurred in the ordinary course  of  business  with
trade  creditors  and  in  amounts  as  are  normal  and  reasonable  under  the
circumstances, provided such debt is not evidenced by a note and  is  paid  when
due,  and  (iii) Indebtedness incurred in the financing of equipment  and  other
personal property used on the Secured Line Property.  No Indebtedness other than
the  Loan  may  be  secured (subordinate or pari passu)  by  such  Secured  Line
Property;

          (e)   it  will  not make any loans or advances (as distinguished  from
distributions) to any third party (including any Affiliate or constituent party)
and shall not acquire obligations or securities of its Affiliates;

          (f)   it  will  remain solvent and will pay its debts and  liabilities
(including,  as  applicable, shared personnel and overhead  expenses)  from  its
assets as the same shall become due;

          (g)    it   will  do  all  things  reasonably  necessary  to   observe
organizational formalities and preserve its existence, and will not, nor will it
permit  any  constituent  party  to  amend,  modify  or  otherwise  change   the
partnership  certificate, partnership agreement, articles of  incorporation  and
bylaws,  operating  agreement, trust or other organizational documents  of  such
Single  Purpose  Entity  or  such constituent party without  the  prior  written
consent of the Lender;

          (h)   it will maintain all of its books, records, financial statements
and  bank  accounts  separate from those of its Affiliates and  any  constituent
party  and  will  file  its own tax returns.  Such Single Purpose  Entity  shall
maintain its books, records, resolutions and agreements as official records;

          (i)  it will hold itself out to the public as, a legal entity separate
and  distinct from any other entity (including any Affiliate and any constituent
party),  shall  correct any known misunderstanding regarding  its  status  as  a
separate  entity,  shall conduct business in its own name,  shall  not  identify
itself  or  any of its Affiliates as a division or part of the other  and  shall
maintain and utilize separate stationery, invoices and checks;

          (j)   it  will  maintain adequate capital for the  normal  obligations
reasonably foreseeable in a business of its size and character and in  light  of
its contemplated business operations;

          (k)  neither such Single Purpose Entity nor any constituent party will
seek  the dissolution, winding up, liquidation, consolidation or merger in whole
or in part, of such Single Purpose Entity;

          (l)  it will maintain its assets in such a manner that it will not  be
costly  or  difficult to segregate, ascertain or identify its individual  assets
from those of any Affiliate or constituent party, or any other person;

          (m)   it  will not hold itself out to be responsible for the debts  or
obligations of any other person; and

          (n)   if  such  Single Purpose Entity is a limited  partnership  or  a
limited  liability company, each general partner or managing  member  (each,  an
"SPC Party") shall be a corporation or a business trust whose sole asset is  its
interest in such Single Purpose Entity and each such SPC Party will at all times
comply,  and will cause such Single Purpose Entity to comply, with each  of  the
representations, warranties, and covenants contained in this Section 6.17 as  if
such representation, warranty or covenant was made directly by such SPC Party.

          6.18  Estoppel  Certificates.  Within ten  (10)  days  after  request,
furnish  to the Lender a written statement, duly acknowledged, setting forth  to
the  best  of the Borrowers' knowledge the amount due on the Loan, the terms  of
payment  of  the  Loan, the date to which interest has been  paid,  whether  any
offsets or defenses exist against the Loan and, if any are alleged to exist, the
nature  thereof  in detail, and such other matters as the Lender reasonably  may
request.

          6.19  Forfeiture.  Not commit or knowingly suffer to be  committed  by
any  other person in occupancy of or involved with the operation or use  of  the
Secured Line Properties any act or omission affording the federal government  or
any  state  or local government the right of forfeiture as against  the  Secured
Line  Properties  or any part thereof or any monies paid in performance  of  the
Borrowers' obligations under any of the Loan Documents.

          6.20  Property Management.  Not enter into any agreement  relating  to
the  management or operation of any of the Secured Line Properties  without  the
express  written consent of the Lender, which consent shall not be  unreasonably
withheld.   If  at  any  time the Lender consents to the appointment  of  a  new
property manager, such new manager and the Borrower which owns such Secured Line
Property  shall,  as  a condition of the Lender's consent, execute  a  Manager's
Consent and Subordination of Management Agreement in the form then used  by  the
Lender.

          6.21  Alterations.  Obtain the Lender's prior written  consent,  which
consent shall not be unreasonably withheld or delayed, to any alterations to any
improvements  or  the  construction of new improvements,  on  any  Secured  Line
Property,  that  may  have  a Material Adverse Effect,  other  than  (a)  tenant
improvement  work performed pursuant to the terms of any Lease  executed  before
the date hereof, (b) tenant improvement work performed pursuant to the terms and
provisions  of  a  Lease and not materially adversely affecting  any  structural
component  of  any  improvements, any utility or HVAC system  contained  in  any
improvements  or  the  exterior  of any building  constituting  a  part  of  any
improvements  or any common areas, (c) alterations performed in connection  with
the restoration of a Secured Line Property after the occurrence of a casualty or
condemnation in accordance with the terms and provisions of this Agreement,  (d)
construction of the Valley Mall Expansion, and (e) construction of  the  Stadium
Theaters.   Other than with respect to a casualty or condemnation, if the  total
unpaid  amounts due and payable with respect to alterations to the  improvements
(other  than such amounts to be paid or reimbursed by tenants under the  Leases)
shall at any time exceed Five Million and 00/100 Dollars ($5,000,000.00) in  the
aggregate  (other  than costs paid for with proceeds of any Construction  Loan),
for  all  Secured Line Properties (the "Threshold Amount"), the Borrowers  shall
promptly  deliver to the Lender as security for the payment of such amounts  and
as  additional security for the Borrowers' obligations under the Loan  Documents
any  of  the following:  (i) cash, (ii) Cash Equivalents, (iii) other securities
having  a  rating  acceptable  to the Lender,  or  (iv)  a  completion  bond  or
irrevocable letter of credit (payable on sight draft only) issued by a financial
institution having a rating by Standard & Poor's Ratings Group of not less  than
A-1+  if  the term of such bond or letter of credit is no longer than three  (3)
months  or, if such term is in excess of three (3) months, issued by a financial
institution  having  a rating that is acceptable to the Lender.   Such  security
shall  be  in  an  amount equal to the excess of the total unpaid  amounts  with
respect  to  alterations  to  the improvements on the  applicable  Secured  Line
Property (other than such amounts to be paid or reimbursed by tenants under  the
Leases)  over the Threshold Amount and may be reduced from time to time  by  the
cost estimated by the Lender to terminate any of the alterations and restore the
applicable Secured Line Property to the extent necessary to prevent any Material
Adverse Effect.

          6.22  Leasing.   (a)  Submit all Major Leases to the  Lender  for  its
approval;  provided,  however,  if  such  Major  Leases  are  not  approved   or
disapproved by the Lender within thirty (30) days of receipt, such Major  Leases
shall be deemed approved by the Lender.  Each Lease form shall provide that  (i)
the Lease is subordinate to the Mortgage on such Secured Line Property, and (ii)
the  tenant  shall attorn to the Lender.  To the extent required  by  applicable
law,  the  Borrowers  shall hold all tenant security deposits  in  a  segregated
account  and  shall  not commingle any such funds with any other  funds  of  the
Borrowers.   Within  ten  (10) days after the Lender's request,  the   Borrowers
shall  furnish  to the Lender a statement of all tenant security  deposits,  and
copies  of all Leases not previously delivered to the Lender, certified  by  the
Borrowers as being true and correct.

          (b)   (i)  Perform in all material respects the obligations which  the
Borrowers  are required to perform under the Leases; (ii) enforce  the  material
obligations to be performed by the tenants; (iii) promptly furnish to the Lender
any  notice of default or termination received by the Borrowers under any  Major
Lease,  and any notice of default or termination given by the Borrowers  to  any
Major  Tenant;  (iv)  not collect any rents for more than thirty  (30)  days  in
advance  of  the  time  when the same shall become due,  except  for  bona  fide
security deposits not in excess of an amount equal to two months rent; (v)  not,
except  with  the  Lender's prior written consent, which consent  shall  not  be
unreasonably withheld, delayed or conditioned, enter into any ground lease,  and
not, except with the Lender's prior written consent, cancel, or accept surrender
or  termination of any master lease of any part of the Secured Line  Properties;
(vi)  not  further  assign or encumber any Lease; (vii)  not,  except  with  the
Lender's prior written consent, cancel or accept surrender or termination of any
Major Lease, provided that Borrowers give Lender written notice thirty (30) days
prior  to  such cancellation, surrender or termination; and (viii)  not,  except
with  the Lender's prior written consent, modify or amend any Major Lease.   Any
action   in  violation  of  clauses  (v),  (vi),  (vii),  and  (viii)  of   this
Section 6.22(b) shall be void at the election of the Lender.

          (c)   At  the  request  of the Lender, the Borrowers  shall  use  best
efforts  to  obtain  and furnish to the Lender, written estoppels  in  form  and
substance  satisfactory to the Lender, executed by tenants under Leases  in  the
Secured Line Properties and confirming the term, rent, and other provisions  and
matters relating to the Leases.

          6.23  Right of Last Look.  In connection with any refinancing of  debt
or  acquisition  financing secured by real property(ies) owned  by  any  of  the
Borrowers or any of their subsidiaries which is not, as of the date hereof,  the
subject of an executed commitment letter, such Borrower shall provide the Lender
with  a  "right of last look", provided that such right of last look shall  only
exist for so long as the Lender continues to provide the Borrowers with REO  and
property portfolio acquisition/management opportunities.

          6.24  Ground  Lessor Estoppel.  Use reasonable efforts to  deliver  to
Lender,  within  60 days after the Third Modification Date, and,  if  necessary,
continue to use reasonable efforts thereafter, the estoppel certificate from the
Ground Lessor required by Section 4.36(m) hereof.

                         SECTION 7.  NEGATIVE COVENANTS

          Each  Borrower (provided, however, that with respect to the  financial
covenants  contained  in Section 7.1 only, such covenants  shall  apply  to  the
consolidated financial condition of the Borrowers and their Subsidiaries) hereby
agrees  that,  so long as any of the Commitment remains in effect  or  the  Note
remains outstanding and unpaid or any amount is owing to the Lender hereunder or
under any other Loan Document, it shall not at any time, directly or indirectly:

          7.1  Financial Condition Covenants.

          (a)  (1)  permit the ratio of their Total Liabilities to their EBITDA
     (of the  previous  fiscal quarter) to be equal to or greater than 6.5  to
     1.0.   In calculating  EBITDA, (i) certain cash flow support payments made
     by  Crown Investments Trust to the REIT pursuant to the Cash Flow Support
     Agreement and (ii) interest income, will be included in such calculation.
     Total Liabilities  and EBITDA shall be calculated quarterly, on a trailing
     four quarters basis. The  Borrowers'  independent accountant will audit the
     calendar  quarterly calculations of the Borrowers and the Borrowers shall
     promptly deliver such calculations and related report of such independent
     accountant to the Lender.

          (2)   notwithstanding the foregoing, if the Borrowers' ratio of  Total
     Liabilities to EBITDA is equal to or greater than 6.5 to 1.0, but less than
     7.0  to  1.0,  such  condition shall not be an  Event  of  Default  if  the
     Borrowers  agree  to  pay  an increased LIBOR Rate  or  Floating  Rate,  as
     applicable, such increase to be 0.25% on an annualized basis for the  first
     quarter  following the end of the non-compliant quarter.  For each  quarter
     thereafter  that  the  permitted  Total  Liabilities  to  EBITDA  ratio  is
     exceeded, the LIBOR Rate or Floating Rate, as applicable, shall increase by
     an  additional  0.25% on an annualized basis (not to  exceed  2.0%  in  the
     aggregate).   Beginning  on  the  quarter  in  which  the  permitted  Total
     Liabilities  to  EBITDA  ratio is achieved for the preceding  quarter,  the
     requirement  to  pay  the  increased  LIBOR  Rate  or  Floating  Rate,   as
     applicable, shall terminate;

          (b)  permit the ratio of EBITDA to fixed charges (including dividends
     on preferred stock and debt service on all debt (secured and unsecured))
     for any trailing twelve (12) month period to be less than 1.2 to 1.0; and

          (c)  incur floating rate debt that is not subject to a 10% interest
     rate cap (if such debt is not capped by its terms, such cap shall be pro-
     vided by  an institution having at least an "AA" rating for long-term
     unsecured debt) in an aggregate principal amount in excess of 25% of its
     aggregate debt (not including debt to the Lender).

          7.2  Intentionally Omitted.

          7.3   Limitation on Liens.  Create, incur, assume or suffer  to  exist
any Lien upon any Secured Line Property or the revenues therefrom, except for:

          (a)   Liens for Taxes not yet due or which are being contested in good
     faith  by  appropriate proceedings, provided that (i) the Borrowers  notify
     the  Lender  that  they intend to contest such Taxes,  (ii)  the  Borrowers
     provide  the  Lender with an indemnity, bond or other security satisfactory
     to the Lender assuring the discharge of the Borrowers' obligations for such
     Taxes, including interest and penalties, (iii) the Borrowers are diligently
     contesting the same by appropriate legal proceedings in good faith  and  at
     its  own  expense and concludes such contest prior to the tenth (10th)  day
     preceding the earlier to occur of the Termination Date or the date on which
     a  Secured Line Property is scheduled to be sold for non-payment, (iv)  the
     Borrowers promptly upon final determination thereof pay the amount  of  any
     such  Taxes, together with all costs, interest and penalties which  may  be
     payable in connection therewith; and (v) notwithstanding the foregoing, the
     Borrowers  shall immediately upon request of the Lender pay any such  Taxes
     notwithstanding such contest if, in the opinion of the Lender, any  Secured
     Line  Property or any part thereof or interest therein may be in danger  of
     being  sold,  forfeited, foreclosed, terminated,  canceled  or  lost.   The
     Lender  may  pay  over  any cash deposit or part thereof  to  the  claimant
     entitled  thereto  at any time when, in the judgment  of  the  Lender,  the
     entitlement of such claimant is established;

          (b)  carriers', warehousemen's, mechanics', materialmen's, repairmen's
     or  other  like Liens arising in the ordinary course of business which  are
     not  overdue for a period of more than 60 days or which are being contested
     in  good  faith by appropriate proceedings, provided that adequate reserves
     with  respect  thereto  are maintained on the books  of  such  Borrower  in
     conformity with GAAP;

          (c)   pledges  or  deposits in connection with workers'  compensation,
     unemployment insurance and other social security legislation;

          (d)   deposits  to  secure the performance of  bids,  trade  contracts
     (other than for borrowed money), Leases, statutory obligations, surety  and
     appeal  bonds,  performance bonds and other obligations of  a  like  nature
     incurred in the ordinary course of business;

          (e)    easements,  rights-of-way,  restrictions  and   other   similar
     encumbrances  incurred  in the ordinary course of business  which,  in  the
     aggregate,  are  not substantial in amount and which do  not  in  any  case
     materially  detract  from  the  value of  such  Secured  Line  Property  or
     materially  interfere  with the ordinary conduct of the  business  of  such
     Borrower; and

          (f)  Liens created pursuant to the Security Documents.

          7.4  Intentionally Omitted.

          7.5   Limitation  on  Fundamental  Changes.   Except  as  specifically
provided  in  Section  7.13  hereof, enter into  any  merger,  consolidation  or
amalgamation,  or  liquidate,  wind  up  or  dissolve  itself  (or  suffer   any
liquidation  or  dissolution),  or  convey, sell,  lease,  assign,  transfer  or
otherwise  dispose  of,  all or substantially all of its property,  business  or
assets,  or  make  any  material  change in its  present  method  of  conducting
business, except:

          (a)  any Subsidiary of any Borrower may be merged or consolidated with
     or into such Borrower (provided that such Borrower shall be the continuing
     or surviving entity)  or with or into any one or more wholly owned Subsi-
     diaries of  such Borrower (provided that the wholly owned Subsidiary or
     Subsidiaries shall be the continuing or surviving entity);

          (b)  any wholly owned Subsidiary may sell, lease, transfer or other-
     wise dispose of any or all of its assets (upon voluntary liquidation or
     otherwise) to such Borrower or any other wholly owned Subsidiary of such
     Borrower; and

          (c)  as permitted under Section 7.6.

          7.6  Limitation on Sale of Assets.  Except as specifically provided in
Section  7.13 hereof, convey, sell, lease, assign, transfer or otherwise dispose
of  any  of  its  property, business or assets (including,  without  limitation,
receivables  and leasehold interests), whether now owned or hereafter  acquired,
or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary's
Capital  Stock  to  any  Person other than such Borrower  or  any  wholly  owned
Subsidiary, except:

          (a)  the leasing of portions of such Borrower's properties in the
     ordinary course of business for occupancy by the tenants thereunder;

          (b)  except as permitted by Section 2.7 or 2.8 hereof, the sale of
     such Borrower's properties, other than Secured Line Properties, in the
     ordinary course of such Borrower's business; and

          (c)  as permitted by Section 7.5(b).

          7.7  Limitation on Investments, Loans and Advances.  Make any advance,
loan,  extension  of credit or capital contribution to, or purchase  any  stock,
bonds,  notes,  debentures or other securities of or any assets  constituting  a
business unit of, or make any other investment in, any Person, except:

          (a)  investments in Cash Equivalents;

          (b)  investments in real properties;

          (c)  investments in Subsidiaries and Partnerships formed for the sole
     purpose of acquiring and holding one or more Secured Line Properties; and

          (d)  investments in complimentary income producing activities so long
     as such investments do not threaten the "real estate investment trust"
     status of the REIT for federal income tax purposes.

          7.8  Intentionally Omitted.

          7.9   Limitation  on  Transactions with Affiliates.   Enter  into  any
transaction,  including,  without  limitation,  any  purchase,  sale,  lease  or
exchange of property or the rendering of any service, with any Affiliate  unless
such  transaction is (a) not expressly prohibited by this Agreement, (b) in  the
ordinary  course of such Borrower's or its Subsidiaries' business and  (c)  upon
fair and reasonable terms no less favorable to such Borrower or such Subsidiary,
as  the  case  may  be,  than  it  would obtain in  a  comparable  arm's  length
transaction with a Person which is not an Affiliate.

          7.10 Limitation on Changes in Fiscal Year.  Permit the fiscal year  of
such Borrower to end on a day other than December 31.

          7.11 Limitation on Lines of Business.  Enter into any business, either
directly  or through any Subsidiary, except for those businesses in  which  such
Borrower  and  its  Subsidiaries are engaged on the date of this  Agreement,  or
which are directly related thereto.

          7.12  Limitation on Use of Loan.  Use any advances under the Loan  for
the  payment of any dividends to the shareholders of the REIT to the extent such
dividends are in excess of EBITDA for the applicable period.

          7.13  Limitation  on  Transfer  and Further  Encumbrance.   (a)  Sell,
assign,  convey,  transfer, mortgage, grant a security interest  in,  pledge  or
otherwise dispose of (collectively, a "Transfer") (i) any portion of any of  the
Secured  Line  Properties  (other than Leases and other  encumbrances  permitted
under this Agreement and other than transfers permitted under Sections 2.4, 2.7,
2.8  and  3.2 hereof) or (ii) any interest in such Borrower, direct or indirect,
without the prior written consent of the Lender.  Notwithstanding the foregoing,
the  Lender's consent shall not be required for any of the following  Transfers:
(i)  with  respect to the REIT, (A) any Transfer of all or any  portion  of  any
shares of beneficial interest of the REIT, and (B) issuance of additional shares
of beneficial interest in the REIT, even if such issuance results in a reduction
of  the  partnership  interest  of  the REIT in  the  Operating  Partnership  (a
"Reduction") so long as the REIT continues to own greater than 50% of the voting
interest  in  the  Operating Partnership; (ii) with  respect  to  the  Operating
Partnership, the following Transfers (x) to an Affiliate or to any Person  owned
or  Controlled  by  Mark  Pasquerilla or to any Person  in  connection  with  an
acquisition of such Person, by merger, share exchange or otherwise, directly  or
indirectly, by the REIT, shall be permissible without the prior written  consent
of  the Lender so long as no Event of Default has occurred and is continuing and
(y)  to any other Person shall be permissible with the prior written consent  of
the Lender, which consent shall not be unreasonably withheld so long as no Event
of  Default  has  occurred  and  is continuing,  (a)  any  Transfer  of  limited
partnership  interests  in the Operating Partnership so  long  as  after  giving
effect to such Transfer or series of Transfers the REIT owns greater than 50% of
the voting interest in the Operating Partnership, (b) the issuance of additional
limited partnership units or other securities, even if such issuance results  in
a  Reduction so long as the REIT continues to own greater than 50% of the voting
interest  in  the  Operating Partnership; and (c) any  Fundamental  Transaction.
Notwithstanding  the  provisions of clause 7.13(a)(ii)(x) to  the  contrary  and
subject  to  the  remaining  terms of this Section 7.13,  with  respect  to  the
Operating  Partnership, a Transfer to an Affiliate or to  any  Person  owned  or
Controlled  by Mark Pasquerilla shall be permitted following the occurrence  and
continuance of an Event of Default so long as such Transfer does not exceed 6.5%
of  the ownership interest in the Operating Partnership in the aggregate and  is
made in connection with the exercise of management share options in the ordinary
course of the Operating Partnership's business.

          (b)   In  addition to any other requirements or restrictions regarding
Transfers set forth in this Section 7.13, any Transfer shall also be conditioned
upon  the  Lender's receipt of (i) a satisfactory opinion of  counsel  from  the
counsel  to  the  proposed transferee (the "Transferee")  that,  in  a  properly
presented case, a bankruptcy court in a case involving the Transferee would  not
disregard the corporate, company or partnership form of the Transferee and  (ii)
payment  in  full  of  the  Lender's actual expenses  in  connection  with  such
Transfer.

          (c)   As  used herein, the term "Fundamental Transaction" shall  mean,
with  respect to the Operating Partnership, any acquisition by, merger  with  or
consolidation  with or into, or sale of substantially all of its assets  to,  an
entity ("Transferee") if:

                    (i)   Transferee owns, directly or indirectly, substantially
          all the assets which the Operating Partnership owned immediately prior
          to the effective date of such merger, consolidation or sale;

                    (ii)  Transferee agrees in writing to assume all obligations
          of  the  Operating Partnership under the Loan Documents to  which  the
          Operating Partnership is a party;

                    (iii)       Transferee  has  executive  officers  reasonably
          acceptable to the Lender;

                    (iv)  The  Lender has received confirmation in writing  that
          such  Transferee  is  not subject to on-going criminal  or  bankruptcy
          proceedings;

                    (v)   Transferee is a Qualified Resultant Owner (hereinafter
          defined) and the Lender has received written confirmation from each of
          the  rating agencies rating the Permanent Loan that such Transfer will
          not  result  in  qualification, reduction or withdrawal  of  the  then
          current  ratings  assigned  to  the  related  certificates  issued  in
          connection with such Permanent Loan.

                    (vi)  The property manager after such transaction is  either
          the Operating Partnership or an Affiliate or is a prominent nationally
          recognized  professional management company which at the time  of  its
          engagement  as manager shall be the property manager for at  least  10
          regional  malls  containing at least six million  aggregate  leaseable
          square  feet (inclusive of anchor stores but exclusive of the  Secured
          Line Properties).

                    (vii)  The Secured Line Properties being transferred will
          be   owned  by  one  or  more  Single  Purpose  Entities  and  a  non-
          consolidation opinion acceptable to the Lender and the rating agencies
          rating the Permanent Loan has been delivered;

                    (viii)  Transferee's  organizational structure  satisfies
          all  of  the covenants set forth in this Agreement, including, without
          limitation, those covenants set forth in Sections 6.17 and 7.1; and

                    (ix) 60 days' notice to the Lender has been given.

          (d)   As  used herein, a "Qualified Resultant Owner" means any one  or
more of the following persons who own, individually or collectively, at least  a
51% beneficial interest in and control of the Transferee:  a person that (A)  is
or  is  controlled by either a pension fund, pension fund advisor, an  insurance
company,  a  domestic bank (with total assets of at least  $45  billion),  or  a
person who's long-term unsecured debt is rated at least investment grade by each
of the rating agencies rating the Permanent Loan, (B) has a current net worth of
at  least $250,000,000 and total real estate assets of at least $500,000,000, in
each  case exclusive of the Secured Line Properties (or in the case of a pension
fund  advisor,  controls  $1 billion in real estate assets),  and  (C)  controls
(exclusive of the Secured Line Properties) at least 10 regional malls containing
in the aggregate at least 6,000,000 square feet of leaseable space.

          (e)   Any Transfer that is not a permitted Transfer as described above
and  any  Transfer to Mark Pasquerilla, or any Person controlled  by  either  of
them, such that the REIT shall cease to own directly or indirectly greater  than
50%  of  the  Operating Partnership, shall be permitted only with  the  Lender's
prior written consent.

           7.14 Limitation on Restrictions.  Initiate, join in or consent to any
private  restrictive  covenant, zoning ordinance, or  other  public  or  private
restrictions,  limiting or affecting the uses which may be made of  any  Secured
Line  Property  or  any part thereof in such a way that would  have  a  Material
Adverse Effect.

           7.15  Limitations of ERISA.  Take any action which would cause it  to
become  an  "employee benefit plan" as defined in Section 3(3) of  ERISA,  or  a
"governmental plan" as defined in Section 3(32) of ERISA, or a "plan" as defined
in  Section  4875(e)(1) of the Code, or its assets to become  "plan  assets"  as
defined  in  29 C.F.R. Section 2510.3-101, or (ii) sell, assign or transfer  any
Secured Line Property, or any portion thereof or interest therein (other than  a
Lease  entered into a conformity with the provisions of this Agreement), to  any
transferee  which  does  not  execute and deliver  to  the  Lender  its  written
assumption of the obligations of this covenant.

                        SECTION 8.  ENVIRONMENTAL MATTERS

          8.1   Certain Definitions.  As used herein, the following  terms  have
the meanings indicated:

          (a)   "Environmental  Laws".   Any  local,  state,  federal  or  other
governmental  authority, statute, ordinance, code, order, decree, law,  rule  or
regulation  applicable to the Secured Line Properties pertaining to or  imposing
liability   or   standards  of  conduct  concerning  environmental   regulation,
contamination  or  clean-up  including, without  limitation,  the  Comprehensive
Environmental Response, Compensation and Liability Act, as amended, the Resource
Conservation and Recovery Act, as amended, the Emergency Planning and  Community
Right-to-Know  Act  of 1986, as amended, the Hazardous Materials  Transportation
Act,  as amended, the Solid Waste Disposal Act, as amended, the Clean Water Act,
as  amended, the Clean Air Act, as amended, the Toxic Substances Control Act, as
amended,  the Safe Drinking Water Act, as amended, the Occupational  Safety  and
Health  Act,  as  amended,  The  Pennsylvania Land Recycling  and  Environmental
Remediation  Standards  Act  of  1995,  as  amended,  any  state  superlien  and
environmental  clean-up statutes and all regulations adopted in respect  of  the
foregoing  laws  whether  presently  in  force  or  coming  into  being   and/or
effectiveness hereafter.

          (b)   "Hazardous Materials" means (i) petroleum or chemical  products,
whether  in  liquid,  solid,  or gaseous form, or  any  fraction  or  by-product
thereof,  (ii)  asbestos or asbestos-containing materials, (iii) polychlorinated
biphenyls  (pcbs), (iv) radon gas, (v) any explosive or radioactive  substances,
(vi) lead or lead-based paint, or (vii) any other substance, material, waste  or
mixture  which  is or shall be listed, defined, or otherwise determined  by  any
governmental   authority  to  be  hazardous,  toxic,  or  otherwise   regulated,
controlled or giving rise to liability under any Environmental Laws.

          8.2  Representations and Warranties on Environmental Matters.  To each
Borrower's  knowledge, except as set forth in the Site Assessments,  as  of  the
Third  Modification Date, (a) no Hazardous Material is now or was formerly used,
stored, generated, manufactured, installed, treated, discharged, disposed of  or
otherwise present at or about any Secured Line Property or any property adjacent
to  any  Secured Line Property (except for cleaning and other products currently
used  by  the Borrowers or any tenants thereunder in connection with the routine
maintenance or repair of a Secured Line Property or sold or used in the ordinary
course  of  business  each in full compliance with Environmental  Laws)  and  no
Hazardous  Material  was removed or transported from any Secured  Line  Property
other  than  as  disclosed to the Lender in writing, (b) all permits,  licenses,
approvals and filings required by Environmental Laws have been obtained, and the
use, operation and condition of any Secured Line Property does not, and did  not
previously,   violate  any  Environmental  Laws,  (c)  no  civil,  criminal   or
administrative  action, suit, claim, hearing, investigation  or  proceeding  has
been  brought  or been threatened which is still pending, nor have any  material
settlements  been  reached  by  or with any parties  or  any  liens  imposed  in
connection  with  any  Secured Line Property concerning Hazardous  Materials  or
Environmental Laws; and (d) no underground storage tanks exist on  any  part  of
any  Secured  Line  Property other than as disclosed to the  Lender  in  a  Site
Assessment delivered to Lender at the time or origination of the Existing Credit
Line and the Valley Mall Construction Loan.

          8.3  Covenants on Environmental Matters.

          (a)   Borrowers  shall  (i)  comply  in  all  material  respects  with
applicable  Environmental  Laws;  (ii)  notify  Lender  immediately   upon   any
Borrower's  discovery  of  any spill, discharge,  release  or  presence  of  any
Hazardous Material at, upon, under, within, contiguous to or otherwise affecting
any Secured Line Property; (iii) promptly remove and/or remediate such Hazardous
Materials  as  required by and in full compliance with Environmental  Laws;  and
(iv)  promptly  forward  to  Lender  copies of  all  orders,  notices,  permits,
applications  or other communications and reports received by the  Borrowers  in
connection  with any spill, discharge, release or the presence of any  Hazardous
Material or any other matters relating to the Environmental Laws or any  similar
laws  or  regulations,  as  they may affect any Secured  Line  Property  or  any
Borrower.

          (b)  Borrowers shall not cause, shall prohibit any other Person within
the  control  of  Borrowers  from causing, and shall use  prudent,  commercially
reasonable   efforts  to  prohibit  other  Persons  (including   tenants)   from
(i)  causing  any spill, discharge or release, or the use, storage,  generation,
manufacture,  installation, or disposal, of any Hazardous  Materials  at,  upon,
under,  within or about any Secured Line Property or the transportation  of  any
Hazardous  Materials to or from any Secured Line Property (except  for  cleaning
and  other products used in connection with routine maintenance or repair of any
Secured Line Property or sold or used in the ordinary course of business in full
compliance  with  Environmental Laws), (ii) installing any  underground  storage
tanks  at  any  Secured  Line Property, provided that  the  Borrowers  shall  be
permitted  with  the  consent  of  the  Lender,  which  consent  shall  not   be
unreasonably withheld or delayed, to replace underground storage tanks with  new
underground  storage tanks if such replacement is performed in  accordance  with
all  Environmental Laws, or (iii) conducting any activity that requires a permit
or other authorization under Environmental Laws prior to obtaining the same.

          (c)  Borrowers shall provide to Lender, at Borrowers' expense promptly
upon  the written request of Lender from time to time, a Site Assessment or,  if
required  by  Lender, an update to any existing Site Assessment, to  assess  the
presence  or  absence  of  any Hazardous Materials and the  potential  costs  in
connection  with abatement, cleanup or removal of any Hazardous Materials  found
on,  under, at or within any Secured Line Property to the extent such abatement,
cleanup or removal is required by applicable Environmental Law.  Borrower  shall
pay  the  cost of no more than one such Site Assessment or update in any  twelve
(12)-month period, unless Lender's request for an additional Site Assessment  or
updated  assessment  is based on information provided under  Section  8.3(a),  a
reasonable  suspicion  of  Hazardous Materials  at  or  near  any  Secured  Line
Property, a breach of representations under Section 8.2, or an Event of Default,
in which case any such Site Assessment or update shall be at Borrowers' expense.

          8.4   Allocation  of  Risks and Indemnity.  As between  Borrowers  and
Lender, all risk of loss associated with non-compliance with Environmental Laws,
or  with the presence of any Hazardous Material at, upon, within, contiguous  to
or  otherwise  affecting  any  Secured Line  Property,  shall  lie  solely  with
Borrowers  except  as otherwise provided herein.  Accordingly,  Borrowers  shall
bear  all risks and costs associated with any loss (including any loss in  value
attributable  to Hazardous Materials), damage or liability therefrom,  including
all  costs  of removal of Hazardous Materials or other remediation  required  by
Environmental  Law.  Borrowers shall indemnify, defend and hold Lender  and  its
shareholders,  directors,  officers, employees  and  agents  harmless  from  and
against  all  loss, liabilities, damages, claims, costs and expenses  (including
reasonable  costs of defense and consultant fees, investigation  and  laboratory
fees,  court costs, and other litigation expenses) arising out of or associated,
in  any way, with (a) the non-compliance with applicable Environmental Laws,  or
(b)  the  existence  of Hazardous Materials in, on, or about  any  Secured  Line
Property, (c) any personal injury (including wrongful death) or property  damage
(real  or personal) arising out of or related to Hazardous Materials in,  on  or
about  any  Secured  Line  Property;  (d) any  lawsuit  brought  or  threatened,
settlement reached, or government order relating to Hazardous Materials  in,  on
or about any Secured Line Property, (e) a breach of any representation, warranty
or  covenant  contained  in  this Article 8, whether based  in  contract,  tort,
implied  or  express warranty, strict liability, criminal or  civil  statute  or
common  law,  or  (f) the imposition of any environmental lien  encumbering  any
Secured  Line  Property; provided, however, Borrowers shall not be liable  under
such indemnification to the extent such loss, liability, damage, claim, cost  or
expense  results  solely from Lender's gross negligence or  willful  misconduct.
Borrowers' obligations under this Section 8.4 shall arise upon the discovery  of
the  presence  of  any  Hazardous Materials, whether or  not  the  Environmental
Protection  Agency, any other federal agency authorized to enforce Environmental
Laws  or  any  governmental  authority has taken or  threatened  any  action  in
connection with the presence of any Hazardous Material, and whether or  not  the
existence  of  any  such Hazardous Material or potential  liability  on  account
thereof is disclosed in a Site Assessment and shall continue notwithstanding the
repayment  of the Loan or any transfer or sale of any right, title and  interest
in  any  Secured  Line Property (by foreclosure, deed in lieu of foreclosure  or
otherwise)  except as otherwise provided herein.  Notwithstanding the foregoing,
the  Borrowers  shall  have  no  obligation to indemnify  the  Lender,  and  the
indemnification provisions set forth in this Section 8.4 shall not apply to  any
release  or  presence of Hazardous Materials which the Borrowers  can  establish
either  (i)  occurred  solely  after  the  payment  of  the  Debt  in  full  and
satisfaction  of all of the Borrowers' obligations under the Loan Documents  and
transfer of the Secured Line Properties resulting from a foreclosure or deed  in
lieu  of  foreclosure accepted by the Lender and was not caused by the Borrowers
or  an Affiliate thereof, or (ii) occurred solely from the Lender's knowing  and
willful  instruction  to the Borrowers to take an action that  the  Lender  knew
would  cause  an immediate release of Hazardous Materials or which  violated  an
applicable  Environmental Law.  The Borrowers shall have the burden  of  proving
the  foregoing.  Additionally, if any Hazardous Materials affect or threaten  to
affect  the Secured Line Properties, Lender may (but shall not be obligated  to)
give  such  notices and take such actions as it deems necessary or advisable  at
the  expense  of the Borrowers in order to abate the discharge of any  Hazardous
Materials  or  remove the Hazardous Materials if the Borrowers  have  failed  to
promptly  and  diligently  take  such  action  after  notice  the  Lender.   Any
reasonable amounts actually incurred by and payable to Lender by reason  of  the
application  of this Section 8.4 shall become immediately due and  payable  upon
receipt of written notice by the Borrower and shall bear interest at the default
rate set forth in Section 3.1(b) hereof from the date such notice is received by
the  Borrowers.  The obligations and liabilities of Borrowers under this Section
8.4 shall survive any termination, satisfaction, assignment, entry of a judgment
of  foreclosure or delivery of a deed in lieu of foreclosure except as otherwise
provided herein.

          8.5   No Waiver.  Notwithstanding any provision in this Section  8  or
elsewhere in the Loan Documents, or any rights or remedies granted by  the  Loan
Documents, Lender does not waive and expressly reserves all rights and  benefits
now  or  hereafter accruing to Lender under the "security interest" or  "secured
creditor"  exception under applicable Environmental Laws, as  the  same  may  be
amended.   No  action  taken by Lender pursuant to the Loan Documents  shall  be
deemed  or  construed to be a waiver or relinquishment of  any  such  rights  or
benefits under the "security interest exception."

                          SECTION 9.  EVENTS OF DEFAULT

          If any of the following events shall occur and be continuing:

          (a)  The Borrower shall fail to pay any regularly scheduled install-
     ment of principal, interest or other amounts due under the Loan Documents
     within five (5) days of (and including) the day it is due, or the Borrowers
     shall fail to pay the Loan at the Termination Date, whether by acceleration
     or otherwise; or

          (b)  Any representation or warranty made by the Borrowers herein or in
      any other Loan Document or which is contained in any certificate, document
      or financial or  other statement furnished by them at any time under or in
      connection with this  Agreement or any such other Loan Document shall
      prove to have been incorrect in any material respect on or as of the date
      made; provided, however, no Event of Default shall arise under this
      Section 9(b) if (i) the facts which give rise to the  incorrect re-
      presentation or warranty are capable of being cured by the Borrowers
      and (b) such underlying facts are cured by the Borrowers  within
      fifteen (15)  days of notice given to the Borrowers by the Lender  of  the
      existence of such incorrect representation or warranty; or

          (c)  The Borrowers shall fail to maintain in full force and effect
     insurance as required under Section 6.5 of this Agreement; or

          (d)  The Borrowers shall default in the observance or performance of
     any agreement contained in Sections 6.4, 6.7, 6.10, 6.11, 6.12 or 6.18,
     Sections 7.1, 7.5, 7.6, 7.7, 7.11, 7.12, 7.13 or 7.15 of this Agreement, or
     there shall occur any "Event of Default" as defined in any Mortgage; or

          (e)  The Borrowers shall default in the observance or performance of
     any other agreement contained in this Agreement or any other Loan Document
     (other than as provided in paragraphs (a) through (d) of this Section), and
     such default shall continue unremedied for a period of thirty (30) days,
     provided, however, that if such default cannot reasonably be cured within
     such thirty (30) day period and the Borrowers shall have commenced to cure
     such default within such thirty (30) day period and thereafter diligently
     and expeditiously proceed to cure the same, such thirty (30) day period
     shall be extended for so long as it shall require the Borrowers in the
     exercise of due diligence to cure such default, it being agreed that no
     such extension shall be for a period in excess of ninety (90) days; or

          (f)  (i) Any Borrower shall commence any case, proceeding or other
     action (A)  under  any existing or future law of any jurisdiction, domestic
     or foreign, relating to bankruptcy, insolvency, reorganization or relief of
     debtors, seeking to have an order for relief entered with respect to it, or
     seeking to adjudicate it a bankrupt or insolvent, or seeking reorgan-
     ization, arrangement, adjustment, winding-up, liquidation, dissolution,
     composition or other relief with respect to  it  or  its  debts, or
     (B) seeking appointment of a receiver,  trustee, custodian, conservator or
     other similar official for it or for all  or  any substantial  part  of
     its assets, or such Borrowers shall  make  a  general assignment for the
     benefit of its creditors; or (ii) there shall be commenced against such
     Borrower any case, proceeding or other action of a nature referred to in
     clause (i) above which (A) results in the entry of an order for relief or
     any such adjudication or appointment or (B) remains undismissed, undis-
     charged or unbonded for a period of 90 days; or (iii) there shall be com-
     menced against such Borrower any case, proceeding or other action seeking
     issuance of a warrant of attachment,  execution, distraint or similar
     process  against  all  or  any substantial part of its assets which results
     in the entry of an order for any such relief which shall not have been
     vacated, discharged, or stayed or bonded pending appeal within 90 days from
     the entry thereof; or (iv) such Borrower shall take any action in further-
     ance of, or indicating its consent to, approval of, or acquiescence in, any
     of the acts set forth in clause (i), (ii), or (iii) above; or (v) such
     Borrower shall generally not, or shall be unable to, or shall admit in
     writing its inability to, pay its debts as they become due; or

          (g)  One or more judgments or decrees shall be entered against any
     Borrower involving in the aggregate a liability (not paid or fully covered
     by insurance)of $5,000,000 or more, and all such judgments or decrees shall
     not have been vacated, discharged, stayed or bonded pending appeal
     within 90 days from the entry thereof; or

          (h)  (i) Any of the Security Documents shall cease, for any reason,
     to be in full force and effect, or any Borrower shall so assert or (ii) the
     Lien created by any of the Security Documents shall cease to be enforceable
     and of the same effect and priority purported to be created thereby; or

          (i)  The Operating Partnership shall fail in the payment of any rent,
     additional rent or other charge mentioned in or made payable by the Ground
     Lease as and when such rent or other charge is payable; or

          (j)  There shall occur any "Event of Default" by the Operating Part-
     nership, as tenant under the Ground Lease, in the observance or performance
     of any term, covenant or condition of the Ground Lease on the part of the
     Operating Partnership, to be observed or performed, and said default is not
     cured prior to the expiration of any applicable grace period therein pro-
     vided, or if any one or more of the events referred to in the Ground Lease
     shall occur which would cause the Ground Lease to terminate without notice
     or action by the Ground Lessor or which would entitle the Ground Lessor to
     terminate the Ground Lease and the term thereof by giving notice to the
     Operating Partnership, as tenant thereunder, or if the leasehold estate
     created by the Ground Lease shall be surrendered or the Ground Lease
     shall be terminated or canceled for any reason or under any
     circumstances whatsoever, or if any of the terms, covenants or conditions
     of the Ground Lease shall in any manner be modified, changed, supplemented,
     altered, or amended without the consent of the Lender;

          (k)  The REIT shall lose its status as a "real estate investment
     trust" for federal income tax purposes; or

          (l)  An Event of Default shall occur under the Building Loan
     Agreement;

then, and in any such event, the Lender (i) shall have no obligation to make any
further  advances under the Loan, (ii) shall have the absolute and unconditional
right  in  its sole and absolute discretion to declare the Obligations,  or  any
portion  thereof,  immediately due and payable, (iii) shall have  the  right  to
pursue  any  and  all remedies provided for in the Loan Documents  or  otherwise
available  to the Lender at law or in equity or otherwise, (iv) shall  have  the
absolute  and  unconditional  right  in its  sole  and  absolute  discretion  to
terminate  the  Commitment and its obligations with respect thereto  under  this
Agreement,  and (v) shall have the right to require the Borrowers  to  institute
lock-boxes at each Secured Line Property for the benefit of the Lender  pursuant
to  lock-box  agreements  acceptable to the Lender  in  its  sole  and  absolute
discretion,  pursuant to which all cash-flow from such Secured  Line  Properties
shall be used to repay the Obligations in such order and in such priority at the
Lender  may  from time to time, in its sole and absolute discretion,  designate.
All  remedies afforded to the Lender under this Agreement or under  any  of  the
Loan  Documents are separate and cumulative remedies and it is agreed that  none
of  such  remedies  shall be deemed to be in exclusion  of  any  other  remedies
available to the Lender and shall not in any manner limit or prejudice any other
legal  or  equitable  remedies which the Lender may have.  In  addition  to  the
foregoing,  during the continuance of an Event of Default, the  Borrowers  shall
not,  and  shall  cause  their Subsidiaries not to, pay  any  amounts  owing  to
Affiliates, including, without limitation, any management fees, with respect  to
the Secured Line Properties, unless and until the Obligations have been paid  in
full.


SECTION 10.  CROSS-DEFAULT; CROSS-COLLATERALIZATION; WAIVER OF MARSHALLING

          (a)   The  Borrowers acknowledge that the Lender has made the Loan  to
the Borrowers upon the security of their collective interest in the Secured Line
Properties  and  in reliance upon the aggregate of the Secured  Line  Properties
taken together being of greater value as collateral security than the sum of the
Secured  Line  Properties  taken  separately.   The  Borrowers  agree  that  the
Mortgages  are  and will be cross-collateralized and cross-defaulted  with  each
other  so  that  (i)  an  Event  of Default under any  of  the  Mortgages  shall
constitute  an Event of Default under each of the other Mortgages  which  secure
the  Note;  (ii)  an  Event of Default under the Note or  this  Agreement  shall
constitute  an  Event  of Default under each Mortgage; and (iii)  each  Mortgage
shall  constitute security for the Note as if a single blanket Lien were  placed
on all of the Secured Line Properties as security for the Note.

          (b)   To  the  fullest  extent permitted by law,  the  Borrowers,  for
themselves  and their successors and assigns, waive all rights to a  marshalling
of  the  assets  of  the  Borrowers, the Borrowers'  partners  and  others  with
interests in the Borrowers, and of the Secured Line Properties, or to a sale  in
inverse  order of alienation in the event of foreclosure of all or  any  of  the
Mortgages,  and agree not to assert any right under any laws pertaining  to  the
marshalling  of  assets,  the  sale in inverse order  of  alienation,  homestead
exemption,  the  administration of estates of decedents, or  any  other  matters
whatsoever  to defeat, reduce or affect the right of the Lender under  the  Loan
Documents  to  a sale of the Secured Line Properties for the collection  of  the
Obligations without any prior or different resort for collection or of the right
of  the Lender to the payment of the Obligations out of the net proceeds of  the
Secured  Line  Properties in preference to every other claimant whatsoever.   In
addition, the Borrowers, for themselves and their successors and assigns,  waive
in  the event of foreclosure of any or all of the Mortgages, any equitable right
otherwise  available to the Borrowers which would require the separate  sale  of
the  Secured  Line  Properties or require the Lender  to  exhaust  its  remedies
against  any particular Secured Line Property or any combination of the  Secured
Line  Properties  before  proceeding against any other particular  Secured  Line
Property or combination of Secured Line Properties; and further in the event  of
such foreclosure the Borrowers do hereby expressly consent to and authorize,  at
the option of the Lender, the foreclosure and sale either separately or together
of any combination of the Secured Line Properties.


                           SECTION 11.  MISCELLANEOUS

          11.1  Amendments; No Novation.  Neither this Agreement nor  any  other
Loan  Document,  nor  any terms hereof or thereof may be amended,  supplemented,
modified  or terminated, in whole or in part, except by an agreement in  writing
executed  by the parties hereto.  The parties intend that the Third Modification
shall  not  constitute a novation.  In addition, unless expressly  modified  and
amended  hereby,  all terms and conditions of the Existing Secured  Credit  Line
shall   remain  in  full  force  and  effect.   Notwithstanding  the   foregoing
provisions,  the terms and provisions of this Agreement shall supersede  in  all
respects the terms and provisions of the Existing Credit Agreement.

          11.2 Notices.  Any notice required or permitted to be given under this
Agreement  shall  be  in writing and either shall be mailed by  certified  mail,
postage  prepaid,  return receipt requested, or sent by  overnight  air  courier
service, or personally delivered to a representative of the receiving party,  or
sent  by  telecopy (provided an identical notice is also sent simultaneously  by
mail,  overnight  courier, or personal delivery as otherwise  provided  in  this
Section  11.2).   All  such communications shall be mailed, sent  or  delivered,
addressed to the party for whom it is intended at its address set forth below.

     The Borrowers: c/o Crown American Realty Trust
                    Crown American Properties, L.P.
                    Pasquerilla Plaza
                    Johnstown, Pennsylvania 15901
                    Attention:  Chief Financial Officer
                    Fax:  (814) 535-9336

     The Lender:         General Electric Capital Corporation Real Estate
                    1528 Walnut Street
                    9th Floor
                    Philadelphia, Pennsylvania 19102
                    Attention:  Asset Management
                    Fax:  (215) 772-0361

Any  communication so addressed and mailed shall be deemed to be  given  on  the
earliest  of  (a) when actually delivered, (b) on the first Business  Day  after
deposit with an overnight air courier service, or (c) on the third Business  Day
after  deposit in the United States mail, postage prepaid, in each case  to  the
address of the intended addressee, and any communication so delivered in  person
shall  be deemed to be given when receipted for by, or actually received by  the
Lender  or  the Borrowers, as the case may be.  If given by telecopy,  a  notice
shall  be  deemed  given and received when the telecopy is  transmitted  to  the
party's  telecopy  number specified above confirmation of  complete  receipt  is
received  by the transmitting party during normal business hours or on the  next
Business  Day if not confirmed during normal business hours.  Either  party  may
designate a change of address by written notice to the other by giving at  least
ten (10) days prior written notice of such change of address.

          11.3  No Waiver; Cumulative Remedies.  No failure to exercise  and  no
delay  in  exercising, on the part of the Lender, any right,  remedy,  power  or
privilege hereunder or under the other Loan Documents shall operate as a  waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege  hereunder  preclude  any other or further  exercise  thereof  or  the
exercise  of any other right, remedy, power or privilege.  The rights, remedies,
powers  and privileges herein provided are cumulative and not exclusive  of  any
rights, remedies, powers and privileges provided by law.

          11.4  Survival of Representations and Warranties.  All representations
and  warranties made hereunder, in the other Loan Documents and in any document,
certificate  or  statement delivered pursuant hereto or in  connection  herewith
shall survive the execution and delivery of this Agreement and the making of the
Loan hereunder.

          11.5  Payment of Expenses.  (a)  The Borrowers agree to pay on  demand
all  costs  and  expenses  of  the Lender in connection  with  the  preparation,
execution,  delivery,  administration,  modification,  and  amendment  of   this
Agreement, the other Loan Documents, and the other documents delivered or to  be
delivered  hereunder,  including, without limitation, the  reasonable  fees  and
expenses of counsel for the Lender (including the cost of internal counsel) with
respect  thereto and with respect to advising the Lender as to  its  rights  and
responsibilities under the Loan Documents.  The Borrowers further agree  to  pay
on  demand  all reasonable costs and expenses of the Lender, if any  (including,
without  limitation, reasonable attorneys' fees and expenses and the  reasonable
cost  of  internal counsel), in connection with the enforcement (whether through
negotiations,  legal proceedings, or otherwise) of the Loan  Documents  and  the
other documents to be delivered hereunder.

          (b)  The Borrowers agree, to indemnify and hold harmless the Lender
and each of its  affiliates and its respective officers, directors, employees,
agents,  and advisors  (each,  an "Indemnified Party") from and against any and
all  claims, damages, losses, liabilities, reasonable costs, and expenses
(including, without limitation,  reasonable  attorneys' fees) that may be
actually  incurred  by  or awarded  against  any  Indemnified Party, in each
case  arising  out  of  or  in connection  with or by reason of (including,
without limitation,  in  connection with  any investigation, litigation, or
proceeding or preparation of defense  in connection  therewith) the Loan
Documents, any of the transactions  contemplated herein or the actual or
proposed use of the proceeds of the Loan, except to  the extent  such  claim,
damage, loss, liability, cost, or expense  is  found  in  a final,  non-
appealable  judgment by a court of competent  jurisdiction  to  have resulted
from such Indemnified Party's gross negligence or willful  misconduct.
In  the  case of an investigation, litigation or other proceeding to  which  the
indemnity  in  this  Section  11.5 applies, such indemnity  shall  be  effective
whether  or not such investigation, litigation or proceeding is brought  by  the
Borrowers, their directors, shareholders or creditors or an Indemnified Party or
any  other  Person  or any Indemnified Party is otherwise a  party  thereto  and
whether  or  not  the  transactions contemplated hereby  are  consummated.   The
Borrowers  agree  not  to  assert  any claim against  the  Lender,  any  of  its
affiliates, or any of its respective directors, officers, employees,  attorneys,
agents,  and  advisers,  on  any  theory of liability,  for  special,  indirect,
consequential, or punitive damages arising out of or otherwise relating  to  the
Loan  Documents, any of the transactions contemplated herein or  the  actual  or
proposed use of the proceeds of the Loan.

          (c)  Without prejudice to the survival of any other agreement of the
Borrowers hereunder,  the  agreements and obligations of the Borrowers contained
in  this Section 11.5 shall survive the payment in full of the Loan and all
other amounts payable under this Agreement.

          11.6  Successors  and  Assigns; Participations and  Assignments.   (a)
This  Agreement shall be binding upon and inure to the benefit of the Borrowers,
the  Lender  and  their  respective successors  and  assigns,  except  that  the
Borrowers  may  not assign or transfer any of their rights or obligations  under
this Agreement without the prior written consent of the Lender.

          (b)  The Lender may assign to one or more Persons all or a portion  of
its  rights  and  obligations  under  this Agreement;  provided,  however,  that
notwithstanding anything to the contrary contained herein, the Lender shall  not
assign its rights and obligations under this Agreement to (i) any competitors of
the  REIT primarily involved in the ownership and operation of retail properties
or  (ii) any Person that will not execute a standstill agreement with respect to
the acquisition of the Borrowers and a confidentiality agreement.

          (c)  Subject to the restrictions set forth in Section 11.6(b), the
Lender may sell participations to one or more Persons in all or a portion of its
rights and obligations  under this Agreement (including all or a portion of the
Commitment and the Loan);

          (d)  Subject to the restrictions set forth in Section 11.6(b), the
Lender may furnish any information concerning the Borrowers or any of their Sub-
sidiaries in the  possession  of the Lender from time to time to assignees  and
participants (including prospective assignees and participants).

          11.7  Set-off.  Upon the occurrence and during the continuance of  any
Event  of  Default, the Lender (and each of its Affiliates) is hereby authorized
at  any  time and from time to time, to the fullest extent permitted by law,  to
set  off  and  apply any and all deposits (general or special, time  or  demand,
provisional or final) at any time held and other indebtedness at any time  owing
by  the Lender (or any of its Affiliates) to or for the credit or the account of
the  Borrowers  against  any  and all of the obligations  of  the  Borrowers  or
hereafter  existing  under  this Agreement and any  note  held  by  the  Lender,
irrespective  of  whether  the Lender shall have  made  any  demand  under  this
Agreement  or  such  note and although such obligations may be  unmatured.   The
Lender  agrees  promptly  to notify the Borrowers after  any  such  set-off  and
application made by the Lender; provided, however, that the failure to give such
notice  shall  not  affect the validity of such set-off  and  application.   The
rights  of  the  Lender under this Section are in addition to other  rights  and
remedies  (including,  without limitation, other rights  of  set-off)  that  the
Lender may have.

          11.8  Counterparts.  This Agreement may be executed by one or more  of
the  parties to this Agreement on any number of separate counterparts (including
by   facsimile  transmission  of  signature  pages  hereto),  and  all  of  said
counterparts  taken  together shall be deemed to constitute  one  and  the  same
instrument.

          11.9   Severability.   Any  provision  of  this  Agreement  which   is
prohibited  or unenforceable in any jurisdiction shall, as to such jurisdiction,
be  ineffective  to  the extent of such prohibition or unenforceability  without
invalidating  the  remaining  provisions hereof, and  any  such  prohibition  or
unenforceability   in   any  jurisdiction  shall  not   invalidate   or   render
unenforceable such provision in any other jurisdiction.

          11.10      Integration.  This Agreement and the other  Loan  Documents
represent  the  agreement of the Borrowers and the Lender with  respect  to  the
subject  matter hereof, and there are no promises, undertakings, representations
or  warranties by the Lender relative to the subject matter hereof not expressly
set forth or referred to herein or in the other Loan Documents.

          11.11     GOVERNING LAW.

          (A)   THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE
BY  THE  LENDER AND ACCEPTED BY THE BORROWERS IN THE STATE OF NEW YORK, AND  THE
PROCEEDS OF THE NOTE DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE  OF
NEW  YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP  TO  THE
PARTIES  AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS,
INCLUDING,  WITHOUT  LIMITING  THE  GENERALITY  OF  THE  FOREGOING,  MATTERS  OF
CONSTRUCTION,  VALIDITY  AND  PERFORMANCE, THIS AGREEMENT  AND  THE  OBLIGATIONS
ARISING  HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH,  THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH
STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT LAWS) AND ANY APPLICABLE LAW  OF
THE  UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS  FOR  THE
CREATION,  PERFECTION,  AND  ENFORCEMENT OF THE  LIENS  AND  SECURITY  INTERESTS
CREATED  PURSUANT  HERETO  AND PURSUANT TO THE OTHER  LOAN  DOCUMENTS  SHALL  BE
GOVERNED  BY  AND  CONSTRUED ACCORDING TO THE LAW OF  THE  STATE  IN  WHICH  THE
APPLICABLE  SECURED LINE PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT,  TO  THE
FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE  OF  NEW
YORK  SHALL  GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY  OF  ALL  LOAN
DOCUMENTS  AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER.   TO  THE
FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY
WAIVES  ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS  THIS
AGREEMENT AND THE NOTE, AND THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED BY AND
CONSTRUED  IN  ACCORDANCE WITH THE LAWS OF THE STATE OF  NEW  YORK  PURSUANT  TO
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

          (B)   ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST THE LENDER  OR  THE
BORROWERS  ARISING  OUT OF OR RELATING TO THIS AGREEMENT  MAY  AT  THE  LENDER'S
OPTION  BE  INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY  OF  NEW  YORK,
COUNTY  OF  NEW  YORK  PURSUANT  TO  SECTION 5-1402  OF  THE  NEW  YORK  GENERAL
OBLIGATIONS LAW, AND THE BORROWERS WAIVE ANY OBJECTIONS WHICH THEY  MAY  NOW  OR
HEREAFTER  HAVE  BASED ON VENUE AND/OR FORUM NON CONVENIENS OF  ANY  SUCH  SUIT,
ACTION  OR  PROCEEDING,  AND  THE BORROWERS HEREBY  IRREVOCABLY  SUBMIT  TO  THE
JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.  THE BORROWERS
DO HEREBY DESIGNATE AND APPOINT CT CORPORATION SYSTEM, HAVING AN ADDRESS AT 1633
BROADWAY,  NEW  YORK, NEW YORK 10019, AS THEIR AUTHORIZED AGENT  TO  ACCEPT  AND
ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED  IN
ANY  SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW  YORK,
NEW  YORK, AND AGREE THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND
WRITTEN  NOTICE  OF  SAID SERVICE MAILED OR DELIVERED TO THE  BORROWERS  IN  THE
MANNER  PROVIDED  HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE  SERVICE  OF
PROCESS UPON THE BORROWERS, IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE  STATE
OF  NEW  YORK.  THE BORROWERS (I) SHALL GIVE PROMPT NOTICE TO THE LENDER OF  ANY
CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM
TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK,
NEW  YORK  (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE  PERSON
AND  ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH  A
SUBSTITUTE  IF  ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW  YORK,  NEW
YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

          11.12      Waiver of Punitive or Consequential Damages.   Neither  the
Lender  nor the Borrowers shall be responsible or liable to the other or to  any
other  Person for any punitive, exemplary or consequential damages which may  be
alleged  as  a  result  of  the  Loan  or the transaction  contemplated  hereby,
including any breach or other default by any party hereto.

          11.13     Acknowledgments.  Each Borrower hereby acknowledges that:

          (a)  it has been advised by counsel in the negotiation, execution and
     delivery of this Agreement and the other Loan Documents;

          (b)  the Lender has no fiduciary relationship with or duty to the
     Borrowers arising out of or in connection with this Agreement or any of the
     other Loan Documents,  and the relationship between the Borrowers and the
     Lender,  in connection herewith or therewith is solely that of debtor and
     creditor; and

          (c)  no joint venture is created hereby or by the other Loan Documents
     or otherwise exists by virtue of the transactions contemplated hereby
     among the Borrowers and the Lender.

          11.14      WAIVERS OF JURY TRIAL.  THE BORROWERS AND THE LENDER HEREBY
IRREVOCABLY  AND  UNCONDITIONALLY WAIVE TRIAL BY JURY IN  ANY  LEGAL  ACTION  OR
PROCEEDING  RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT  AND  FOR  ANY
COUNTERCLAIM THEREIN.  THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN  KNOWINGLY
AND  VOLUNTARILY BY THE BORROWERS AND THE LENDER, AND IS INTENDED  TO  ENCOMPASS
INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO  A  TRIAL  BY
JURY  WOULD  OTHERWISE  ACCRUE.  THE BORROWERS AND THE LENDER  ARE  EACH  HEREBY
AUTHORIZED  TO  FILE  A COPY OF THIS PARAGRAPH IN ANY PROCEEDING  AS  CONCLUSIVE
EVIDENCE OF THIS WAIVER BY THE OTHER PARTY.

          11.15      Public  Disclosure.  Each party hereunder  shall  have  the
right  to review and approve all references to it or them, as applicable, and/or
the  Loan contained in any press release or public documents prepared by  or  on
behalf  of the other party(ies), except with respect to filings required  to  be
made with any Governmental Authority.

          11.16     Recourse Obligations.  The Borrowers' obligations in respect
of the Loan shall constitute the full, joint and several recourse obligations of
the Borrowers.

          11.17      Sole  Discretion.   Except as may  otherwise  be  expressly
provided  to  the  contrary, wherever pursuant to the Note, the Mortgages,  this
Agreement,  or any of the other Loan Documents, the Lender exercises  any  right
given  to  it  to  consent or not consent, or to approve or disapprove,  or  any
arrangement  or  term is to be satisfactory to the Lender, the decision  of  the
Lender shall be in the sole but reasonable discretion of the Lender and shall be
final and conclusive.

          11.18      Further Assurances.  The Borrowers agree to do or cause  to
be  done all such further reasonable acts and things, and to execute and deliver
or  cause  to  be  executed  and  delivered  all  such  additional  conveyances,
assignments, agreements and instruments as the Lender may at any time reasonably
request  solely  in  connection with the administration or enforcement  of  this
Agreement and the other Loan Documents or in order better to assure, perfect and
confirm unto the Lender its rights, powers and remedies under this Agreement and
under  the other Loan Documents.  Nothing contained in this paragraph  shall  be
construed as obligating the Borrowers to provide or to cause to be provided  any
collateral or security for the Loan other than as expressly contemplated by  the
provisions of this Agreement and the other Loan Documents.

          11.19   Name Changes.  The Borrowers and the Lender hereby acknowledge
and  agree that any Single Purpose Entity may change its name so long as (i) the
Borrowers provide Lender with written notice of such name change at least twenty
(20)  Business  Days  prior  to the occurrence of such  name  change,  (ii)  the
Borrowers promptly reimburse the Lender for all of the Lender's reasonable costs
and  expenses incurred in connection with evaluating and documenting  such  name
change,  including,  without limitation, any costs  of  refiling  any  Financing
Statements,  (iii)  at  no  time shall the Lien  of  any  Security  Document  be
materially  affected other than in connection with the simultaneous substitution
of  a  new  Financing  Statement  and  (iv) the  Borrowers  shall  execute  such
amendments  to  the  Loan  Documents and provide  the  Lender  with  such  title
endorsements reflecting such name change as the Lender may require.

          IN  WITNESS WHEREOF, the parties hereto have caused this Agreement  to
be   duly   executed  and  delivered  by  their  proper  and   duly   authorized
representatives as of the day and year first above written.

                              CROWN  AMERICAN  REALTY  TRUST,  a  Maryland  real
                              estate  investment  trust, in its  capacity  as  a
                              Borrower and as a guarantor



                              By:  __________________________________
                              Name:
                              Title:

                              CROWN   AMERICAN  PROPERTIES,  L.P.,  a   Delaware
                              limited partnership, in its capacity as a Borrower
                              and as a guarantor

                              By:  Crown American Realty Trust, a Maryland
                              real estate investment trust, its sole general
                              partner



                                 By: _________________________________
                                 Name:
                                 Title:

                              CROWN AMERICAN ACQUISITION
                              ASSOCIATES   I,   L.P.,  a  Pennsylvania   limited
                              partnership

                              By:  Crown American Acquisition Associates I, a
                              Delaware business trust, its sole general
                              partner



                                 By: _________________________________
                                 Name:
                                 Title:

                              CROWN AMERICAN ACQUISITION
                              ASSOCIATES   II,  L.P.,  a  Pennsylvania   limited
                              partnership

                              By:  Crown American Acquisition Associates II, a
                              Delaware business trust, its sole general
                              partner



                                 By: _________________________________
                                 Name:
                                 Title:



                              CROWN AMERICAN ACQUISITION
                              ASSOCIATES  III,  L.P.,  a  Pennsylvania   limited
                              partnership

                              By:  Crown American Acquisition Associates III, a
                              Delaware business trust, its sole general
                              partner



                                 By: _________________________________
                                 Name:
                                 Title:



                              CROWN AMERICAN ACQUISITION
                              ASSOCIATES   IV,  L.P.,  a  Pennsylvania   limited
                              partnership

                              By:  Crown American Acquisition Associates IV,
                              a Delaware business trust, its sole general
                              partner



                                 By: _________________________________
                                 Name:
                                 Title:

                              CROWN AMERICAN ACQUISITION
                              ASSOCIATES   V,   L.P.,  a  Pennsylvania   limited
                              partnership

                              By:  Crown American Acquisition Associates V,
                              a Delaware business trust, its sole general
                              partner



                                 By: _________________________________
                                 Name:
                                 Title:



                              CROWN AMERICAN ACQUISITION
                              ASSOCIATES   VI,  L.P.,  a  Pennsylvania   limited
                              partnership

                              By:  Crown American Acquisition Associates VI,
                              a Delaware business trust, its sole general
                              partner



                                 By: _________________________________
                                 Name:
                                 Title:



                              CROWN AMERICAN ACQUISITION
                              ASSOCIATES  VII,  L.P.,  a  Pennsylvania   limited
                              partnership

                              By:  Crown American Acquisition Associates VII,
                              a Delaware business trust, its sole general
                              partner



                                 By: _________________________________
                                 Name:
                                 Title:



                              CROWN AMERICAN ACQUISITION
                              ASSOCIATES  VIII,  L.P.,  a  Pennsylvania  limited
                              partnership

                              By:  Crown American Acquisition Associates VIII,
                              a Delaware business trust, its sole general
                              partner



                                 By: _________________________________
                                 Name:
                                 Title:



                              CROWN AMERICAN ACQUISITION
                              ASSOCIATES   IX,  L.P.,  a  Pennsylvania   limited
                              partnership

                              By:  Crown American Acquisition Associates IX,
                              a Delaware business trust, its sole general
                              partner



                                 By: _________________________________
                                 Name:
                                 Title:



                              CROWN AMERICAN ACQUISITION
                              ASSOCIATES   X,   L.P.,  a  Pennsylvania   limited
                              partnership

                              By:  Crown American Acquisition Associates X,
                              a Delaware business trust, its sole general
                              partner



                                 By: _________________________________
                                 Name:
                                 Title:





                              GENERAL ELECTRIC CAPITAL CORPORATION, a New York
                              corporation



                              By:_______________________________________
                              Name:  Peter Tzelios
                              Title:    Attorney-In-Fact

_______________________________
1 From $109,000,000 to $118,500,000, the required COC shall be 12.5% if funds
are used for the Bradley and Jacksonville Mall Advances, as provided in
Section 2.2(f) hereof.




EXHIBIT 10.17

                          REGISTRATION RIGHTS AGREEMENT


     THIS REGISTRATION RIGHTS AGREEMENT is made as of the 13th day of August,
1999 (this "Agreement"), by and between CROWN AMERICAN REALTY TRUST, a Maryland
real estate investment trust (the "Company"), and PNC BANK, NATIONAL ASSOCIATION
and its assigns (the "Bank").

                              W I T N E S S E T H:

          WHEREAS, Crown Investments Trust, a Delaware business trust ("CIT"),
and the Bank have entered into a Revolving Credit Agreement, dated as of
August 13, 1999, (the "Credit Agreement");

          WHEREAS, as security for the obligations of CIT under the Credit
Agreement, CIT and Crown American Investment Company, a Delaware corporation
("CAIC"), have agreed, respectively, to pledge to the Bank 7,652,000 and 511,265
common partnership units (the '"Partnership Units") of Crown American
Properties, L.P., a Delaware limited partnership ("CAP");

          WHEREAS, concurrently herewith, CIT, CAIC, and the Bank are entering
into a Units Pledge Agreement (the "Pledge Agreement"); and

          WHEREAS, the Company, CAP, CIT, CAIC, and the Bank are entering into
an Exchange Agreement dated as of the date hereof (the "Exchange Agreement")
pursuant to which the Company has agreed, on the terms and conditions set forth
therein, to exchange the Partnership Units for Common Shares of Beneficial
Interest of the Company.

          NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and subject to and
on the terms and conditions herein set forth, the parties hereto agree as
follows:

          1.   Definitions.  As used in this Agreement, the following terms
shall have the following respective meanings:

          "Business Day" means any day on which the New York Stock Exchange is
open for trading.

          "Demand Registration Request" means a written notice from the Bank
directing the Company to register the Bank's Eligible Shares pursuant to
Section 2.1 and specifying the intended method or methods of disposition of such
Eligible Shares.

          "Eligible Shares" means all but not less than all of the Shares
pledged to the Bank under the Pledge Agreement, including any shares issued by
the Company to the Bank pursuant to the Exchange Agreement.  As to any proposed
offer or sale of Eligible Shares, such securities shall cease to be Eligible
Shares when a registration statement with respect to the sale of such securities
shall have become effective under the Securities Act and such securities shall
have been disposed of in accordance with such registration statement.

          "Event of Default" has the meaning given to such term in the Credit
Agreement.

          "Majority Holder" means PNC Bank, National Association.

          "Registration Expenses" means all expenses incident to the Company's
performance of or compliance with the registration requirements set forth in
this Agreement but shall not include underwriting discounts or commissions
attributable to Eligible Shares, transfer taxes applicable to Eligible Shares.

          "SEC" means the Securities and Exchange Commission.

          "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, all as the same shall be in effect
at the relevant time.

          "Pledge Agreement" has the meaning set forth in the recitals to this
Agreement.

          2.   Registration Rights.

          2.1  Shelf Registration Rights.  (a)  At any time after the occurrence
and continuance of an Event of Default beyond any applicable grace period
provided therefor, the Bank shall have the right to require the Company to file
a "shelf" registration statement (a "Shelf Registration") pursuant to Rule 415
under the Securities Act and/or any successor rule that may be adopted by the
SEC and use its best efforts to have the Shelf Registration declared effective
as soon as practicable after such filing and in any event within 60 days after
the date of the Event of Default and to keep the Shelf Registration continuously
effective until such time as the Majority Holder shall have otherwise notified
the Company in writing.

          (b)  The holders of the Eligible Shares may offer or sell Eligible
Shares pursuant to an effective Shelf Registration as soon as the Shelf
Registration becomes effective.

          (c)  To the extent necessary, the Company shall update the information
then provided in the Shelf Registration in order to include all information
required under the Securities Act which is necessary to effect the offer and
sale pursuant to the Shelf Registration  of the Eligible Shares, all to the
extent requisite to permit the disposition thereof by the holders of Eligible
Shares.

          2.2  Demand Registration Rights.  Subject to Sections 2.4(a) and (c),
at any time after an Event of Default when a Shelf Registration pursuant to
Section 2.1 is not effective (after giving effect to the 60-day period provided
in Section 2.1), the Bank shall have the right, on one or more occasions chosen
by such party, to require the Company to register all, or any part, of the
Eligible Shares held by it (the "Demand Registration Right").

          As promptly as practicable, and in no event later than 30 days after
the Company receives a Demand Registration Request, the Company shall file and
use its reasonable best efforts to cause to be declared effective a registration
statement with the SEC providing for the registration of all Eligible Shares
which the Bank has directed in the Demand Registration Request.

          2.3  Incidental Demand Registration Rights.  Subject to Sections
2.4(b), (d) and (e), if at any time the Company proposes to register any of its
Common Shares of Beneficial Interest ("Common Shares") or any other securities
under the Securities Act for the purpose of an offering or sale by or on behalf
of the Company of its Common Shares or its other securities for its own account
(a "Primary Offering"), or upon the request or for the account of any holder of
its Common Shares or any other securities (a "Secondary Offering"), or for the
purposes of a combined Primary and Secondary Offering, the Bank shall have the
right, at any such time when a Shelf Registration pursuant to Section 2.1 is not
effective, to require the Company to register all, or any part of, the Eligible
Shares held by it (the "Incidental Demand Registration Rights").  The Company
shall, at least 20 Business Days prior to the time when any such registration
statement is filed with the SEC, give prompt written notice to the Bank of its
intention to do so.  Such notice shall specify, at a minimum, the number and
class of Common Shares or securities so proposed to be registered, the proposed
date of filing of such registration statement, any proposed means of
distribution of such Common Shares or securities so proposed managing
underwriter or underwriters of such Common Shares or securities and a good faith
estimate by the Company of the proposed maximum offering price thereof, as such
price is to appear on the facing page of such registration statement.
Notwithstanding the foregoing, the Bank shall not have any rights under this
Section 2.3 if the registration proposed to be effected by the Company relates
solely to Common Shares or other securities which are issuable solely to
officers or employees of the Company or any subsidiary thereof pursuant to a
bona fide employee stock option, bonus or other employee benefit plan.

     Within fifteen Business Days following the receipt of any such written
notice, the Bank may exercise its Incidental Demand Registration Rights by
serving upon the Company an Incidental Demand Registration Request (as defined
below).  An "Incidental Demand Registration Request" means a written notice from
the Bank directing the Company to include all or any part of the Eligible Shares
in the contemplated registration statement to the extent necessary to permit the
sale or other disposition of such Eligible Shares, and specifying the number of
Eligible Shares intended to be disposed of by the Bank and the intend method of
distribution thereof.

          2.4  Exemptions from Registration.  (a)  Notwithstanding any right
granted to the Bank pursuant to Section 2.2, if, upon receipt of a Demand
Registration Request, the Company is advised in writing (with a copy to the
Bank) by a nationally recognized independing investment banking firm selected by
the Company to act as lead underwriter in connection with a public offering of
Common Shares by the Company that, in such firm's opinion, a registration of
Eligible Shares at the time and on the terms requested would materially
adversely affect such public offering of Common Shares by the Company (other
than an offering in connection with employee benefit and similar plans) that had
been contemplated by the Company prior to Demand Registration Request (a
"Company Offering"), the Company shall not be required to effect a registration
until the earliest of (i) three months after the completion of such Company
Offering, (ii) promptly after abandonment of such Company Offering, or (iii)
four months after the date the Demand Registration Request was delivered to the
Company.

          (b)  Notwithstanding any right granted to the Bank pursuant to Section
2.3, if the Company shall have been advised in writing (with a copy to the Bank)
by a nationally recognized independent investment banking firm selected by the
Company to act as lead underwriter in connection with the public offering of
Common Shares by the Company that, in such firm's opinion, a registration at
that time would reasonably be expected to materially and adversely affect the
Company's own scheduled offering, the Company shall not be required to effect
such registration; provided, however, that if an offering of some but not all of
the Eligible Shares requested to be registered by the Bank would not adversely
affect the Company's offering, the number of Eligible Shares requested to be
included in such offering by the Bank shall be reduced to the maximum number of
Eligible Shares that could be registered without so adversely affecting the
Company's offering.

          (c)  Notwithstanding any right granted to the Bank pursuant to Section
2.2, if, while a Demand Registration Request is pending, the Company determines
in the good faith judgment of the Board of Trustees of the Company, with the
advice of counsel, that the filing of a registration statement would require the
disclosure of non-public material information the disclosure of which would
otherwise adversely affect a material financing, acquisition, disposition,
merger or other comparable significant transaction or would require the
inclusion of audited financial statements which would not otherwise be required
to be filed before the date of filing of such registration statement, the
Company shall deliver a certificate to such effect signed by its President or
any Vice President to the Bank and the Company shall not be required to effect a
registration pursuant to Section 2.2, until the earlier of (i) the date upon
which such material information is disclosed to the public or ceases to be
material, or (ii) 60 days after the Company makes such good faith determination.

          (d)  Notwithstanding any right granted to the Bank pursuant to Section
2.3, if, at any time after giving such written notice of its intention to
register any of its Common Shares or any other securities under the Securities
Act and prior to the effective date of the registration statement filed in
connection with such registration, the Company shall determine for any reason
not to register such Common Shares or other securities, the Company may, at its
election, give written notice of such determination to the Bank and thereupon
the Company shall be relieved of its obligation to register such Eligible Shares
in connection with the registration of such Common Shares or other securities
(but not from its obligation to pay Registration Expenses to the extent incurred
in connection therewith as provided in Section 2.5 without prejudice, however,
to the rights (if any) of the Bank immediately to request that such registration
by effected under Section 2.2).

          (e)  Notwithstanding any right granted to the Bank pursuant to Section
2.3, the Company shall not be required to effect the registration of any
Eligible Shares under Section 2.3 incidental to the registration of any of its
securities in connection with mergers, acquisitions, exchange offers,
subscription offers, dividend reinvestment plans or stock options or other
employee benefit plans.

          2.5  Payment of Registration Expenses.  With respect to any
registration directed pursuant to this Agreement, the Company shall pay all
Registration Expenses.

          3.   Registration Procedures.

          3.1  Registration and Qualification.  In connection with the Company's
obligations with respect to the registration of Eligible Shares pursuant to this
Agreement and in accordance with the intended method or methods of distribution
thereof, the Company shall, as soon as reasonably practicable (and, in any
event, subject to the terms of this Agreement, at or before the time required by
applicable laws and regulations), take such action as may reasonably and
customarily be required in order to effect the registration and sale of the
Eligible Shares under the Securities Act, including:

               (a)  prepare and file with the SEC a registration statement on
any appropriate form under the Securities Act, which form shall be available for
the sale of the respective Eligible Shares in accordance with the intended
method or methods of distribution thereof, and use its reasonable best efforts
to cause such registration statements to become effective as soon as possible
after the filing thereof;

               (b)  prepare and file with the SEC such amendments and post-
effective amendments to such registration statement and supplements to the
related prospectus used in connection therewith as may be necessary to keep such
registration statement effective and to comply with the provisions of the
Securities Act with respect to the disposition of all Eligible Shares until the
earlier of such time as all of such Eligible Shares have been disposed of in
accordance with the intended methods of disposition by the Bank set forth in
such registration statement or the expiration of 180 days after such
registration statement becomes effective;

               (c)  make available for inspection by the Bank, any underwriter
participating in any disposition pursuant to such registration statement and any
attorney,accountant or other agent retained by the Bank or underwriter (collect-
ively, the "Inspectors"), all financial and other records, pertinent corporate
documents and properties of the Company and its subsidiaries (collectively, the
"Records") as shall be necessary to enable them to conduct their due diligence
review, and cause the officers, trustees and employees of the Company and is
subsidiaries to supply all information reasonably requested by any such
Inspector in connection with such review.  In addition, the Company shall use
its best efforts to make available, to discuss the Company's business with the
Inspectors, the independent public accountants who have certified its most
recent annual financial statements, and shall provide such opportunities as are
necessary for the Inspectors to discuss the Company's business with the
Company's trustees and officers.  Records that the Company determines, in good
faith, to be confidential and that it notifies the Inspectors are confidential,
shall not be disclosed by the Inspectors unless (i) the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in the
registration statement, (ii) the release of such Records is ordered pursuant to
a subpoena or other order from a court of competent jurisdiction, (iii) the
disclosure of such Records is required by any governmental regulatory body with
jurisdiction over the Bank, or (iv) the information in such Records has been
made generally available to the public.  The Bank agrees that, upon learning
that disclosure of such Records is sought in a court of competent jurisdiction
or by any governmental body, it will give notice to the Company and allow the
Company, at its expense, to undertake appropriate action to prevent disclosure
of the Records deemed confidential;

            (d)  notify the Bank, the sales or placement agent or agents, if
any, for the Eligible Shares and the managing underwriter or underwriters, if
any, thereof, after becoming aware thereof, (i) when any registration statement
or a prospectus included therein or any prospectus amendment or supplement or
post-effective amendment has been filed, and, with respect to the registration
statement or any post-effective amendment, when the same has become effective,
(ii) of any request by the SEC for amendments or supplements to the registration
statement or related prospectus or for additional information, (iii) of the
issuance by the SEC of any stop order suspending the effectiveness of any
registration statement or the initiation of any proceedings for that purpose,
(iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Eligible Shares for sale in any
jurisdiction or the initiation of any proceeding for such purpose, or (v) the
happening of any event which makes any statement in the relevant registration
statement or any post-effective amendment thereto, prospectus or any amendment
or supplement thereto, or any document incorporated therein by reference untrue
in any material respect or which requires the making of any changes in such
registration statement or post-effective amendment thereto or prospectus or
amendment or supplement thereto so that they will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein (in the case of any
prospectus, in the light of the circumstances under which they were made) not
misleading;

            (e)  use its best efforts to obtain the withdrawal of any order
suspending the effectiveness of a registration statement or any post-effective
amendment thereto;
            (f)  register or qualify all Eligible Shares covered by such
registration statement under such other securities or blue sky laws of such
jurisdictions as the Bank or any underwriter of such Eligible Shares shall
reasonably request, and do any and all other acts and things which may be
reasonably requested by the Bank or any underwriter to consummate the dis-
position of the Eligible Shares in such jurisdictions covered by such
registration statement, provided, however, the Company shall not be required to
(i) qualify generally to do business in any jurisdiction wherein it is not so
qualified, (ii) subject itself to taxation in any jurisdiction where it is not
then subject to taxation, (iii) consent to general service of process in any
jurisdiction where it is not then subject to service of process, provided that
the Company shall execute consents to service of process in the forms custom-
arily requested in connection with registration or qualification of securities
under state securities or blue sky laws, or (iv) make any changes to its dec-
laration of trust or bylaws or enter into any undertakings with respect to its
corporate affairs other than undertakings customarily given in connection
with qualifications of securities for sale which do not restrict the conduct
of its business;

            (g)  cause the Eligible Shares to be registered with, or approved
by, such other governmental agencies or authorities as may be necessary by
virtue of the markets on which the Eligible Shares are listed or quoted and the
business and operations of the Company to enable the Lenders to consummate the
disposition of such Eligible Shares in accordance with the intended method or
methods of distribution thereof;

            (h)  use its best efforts to list the Eligible Shares on each
national securities exchange or automated quotation system on which the
Company's Common Shares of Beneficial Interest are then listed, if the listing
of such securities is then permitted under the rules of such exchange;

            (i)  upon written notice from the Bank that it intends to publicly
offer and sell the Eligible Shares, cooperate with the Bank and the managing
underwriter or underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Eligible Shares to be sold, which cer-
tificates shall not bear any restrictive legends except as required by law or
otherwise; and, in the case of an underwritten offering, enable such Eligible
Shares to be in such denomination and registered in such names as the managing
underwriter or underwriters may request in writing at least two Business Days
prior to any sale of the Eligible Shares to the underwriters;

            (j)  upon written notice from the Bank that it intends to offer and
sell the Eligible Shares, enter into such agreements (including, if the offering
is an underwritten offering, an underwriting agreement) as are customary in
transactions of that type and take such other actions that are reasonably
required in connection therewith in order to expedite or facilitate the
disposition of such Eligible Shares;

            (k)  (i) make such representations and warranties with respect to
the registration statement or posteffective amendment or supplement thereto,
prospectus or amendment thereto, and documents incorporated by reference
therein, if any, to the Bank and the managing underwriter or underwriters, if
any, of the Eligible Shares and to other participants in the offering, if any,
in form, substance and scope as are customarily made by similar registrants in
secondary offerings of common shares in transactions of that type, (ii) obtain
an opinion of counsel in customary form and covering matters of the type
customarily covered by such an opinion as the managing underwriter or
underwriters, if any, and the Bank may reasonably request, addressed to the Bank
and such managing underwriter or underwriters, if any, and dated the effective
date of such registration statement (and dated the date of the closing of the
sale of the Eligible Shares relating thereto), (iii) obtain a "comfort" letter
or letters from the independent certified public accountants of the Company who
have certified the Company's most recent audited financial statements that are
incorporated by reference in the registration statement which is addressed to
the Bank and the managing underwriter or underwriters, if any, and is dated the
date of the prospectus used in connection with the initial offering of the
Eligible Shares and the date of any subsequent prospectus which includes
unaudited or audited financial statements as of a date or for a period
subsequent to that of the latest such statements included in such registration
statement prior to the amendment thereto (and, if the registration statement
contemplates an underwritten offering pursuant to any prospectus which includes
unaudited or audited financial statements as of a date or for a period
subsequent to that of the latest such statements included in such registration
statement prior to the amendment thereto, dated the date of the closing under
the underwriting agreement relating thereto), such letter or letters to be in
customary form and covering such matters of the type customarily covered by
"comfort" letters of such type, (iv) deliver such documents and certificates as
may be reasonably requested by the Bank and the managing underwriter or
underwriters, if any, of the Eligible Shares to evidence compliance with any
customary conditions contained in the underwriting agreement or other agreement
entered into by the Company, and (v) undertake such obligations relating to
expense reimbursement, indemnification and contribution as provided in Section 4
hereof; and

            (l)  comply with all applicable rules and regulations of the SEC.

          3.2  Information Provided to Company by Bank.  The Bank shall furnish
to the Company in writing such information regarding the Bank and its intended
method of distribution of the Eligible Shares as the Company may from time to
time reasonably request in writing, but only to the extent that such information
is required in order for the Company to comply with its obligations under all
applicable securities and other laws and to ensure that the prospectus relating
to such Eligible Shares conforms to the applicable requirements of the
Securities Act and the rules and regulations thereunder.  The Bank shall notify
the Company as promptly as practicable of any inaccuracy or change in
information previously furnished by the Bank to the Company or of the occurrence
of any event, in either case as a result of which any prospectus relating to the
Eligible Shares contains or would contain an untrue statement of a material fact
regarding the Bank or its intended method of distribution of such Eligible
Shares or omits to state any material fact regarding the Bank or its intended
method of distribution of such Eligible Shares required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, and promptly furnish to the Company
any additional information required to correct and update any previously
furnished information or required so that such prospectus shall not contain,
with respect to the Bank or the distribution of the Eligible Shares, an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

          4.   Indemnification and Contribution.

          4.1  Indemnification by the Company.  The Company shall, and it hereby
agrees to, indemnify and hold harmless the Bank, and each person who partici-
pates as a placement or sales agent or as an underwriter in any offering or sale
of the Eligible Shares, against any losses, claims, damages or liabilities to
which the Bank or such agent or underwriter may become subject, insofar as such
losses, claims, damages or liabilities (or actions or proceedings in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any registration statement under which
such Eligible Shares were registered under the Securities Act, or any prelimin-
ary or final prospectus contained therein, or any amendment or supplement
thereto, or any document incorporated by reference therein, or arise out of or
are based upon any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and the Company shall, and it hereby agrees to, reimburse the Bank
or any such agent or underwriter for any legal or other direct, out-of-pocket
expenses reasonably incurred by them in connection with investigating or defend-
ing any such action, proceeding or claim; provided, however, that the Company
shall not be liable to any such person in any such case to the extent that any
such loss, claim, damage, liability (or action or proceeding in respect thereof)
or expense arises out of, or is based upon, an untrue statement or alleged
untrue statement or omission or alleged omission made in such registration
statement, or preliminary or final prospectus, or amendment or supplement
thereto, in reliance upon and in conformity with written information furnished
to the Company by the Bank or any agent, underwriter or representative of the
Bank expressly for use therein, or by the Bank's failure to furnish the Company,
upon request, with the information with respect to the Bank, or any agent,
underwriter o rrepresentative of the Bank, or the Bank's intended method of
distribution, that is the subject of the untrue statement or omission or if the
Company shall sustain the burden of proving that the Bank or such agent or
underwriter sold securities to the person alleging such loss, claim, damage or
liability without sending or giving, at or prior to the written confirmation of
such sale, a copy of the applicable prospectus (excluding any documents incorp-
orated by reference therein) or of the applicable prospectus, as then amended or
supplemented(excluding any documents incorporated by reference therein) if the
Company had previously furnished copies thereof to the Bank or such agreement or
underwriter, and such prospectus corrected such true statement or alleged untrue
statement or omission or alleged omission made in such registration statement.

            4.2  Indemnification by the Bank.  The Bank, by virtue of exercising
its registration rights under this Agreement, agrees and undertakes to enter
into, at the request of the Company, the customary indemnification arrangement
to indemnify and hold harmless (in the same manner and to the same extent as set
forth in Section 4.1), the Company, each director of the Company, each officer
of the Company who shall sign such registration statement, each Person who
participates as an underwriter in the offering or sale of such securities, each
Person, if any, who controls the Company or any such underwriter within the
meaning of the securities Act, with respect to any statement in or omission from
such registration statement, any preliminary prospectus or final prospectus
included therein, or any amendment or supplement thereto, but only to the extent
that such statement or omission was made in reliance upon and in conformity with
written information furnished by the Bank to the Company expressly for use in
the registration statement.

            4.3  Additional Indemnification by Company and Bank.  Indemnifi-
cation and contribution similar to that specified in Sections 4.1 and 4.2
(with appropriate modifications) shall be given by the Company and the Bank with
respect to any required registration or other qualification of such Eligible
Shares under any federal or state law or regulation of governmental authority
other than the Securities Act.

            4.4  Notice of Claims.  Promptly after receipt by an indemnified
party under Sections 4.1, 4.2 or 4.3 of written notice of the commencement of
any action or proceeding, such indemnified party shall, without regard to
whether a claim in respect thereof is to be made against an indemnifying party
pursuant to the indemnification provisions of, or as contemplated by this
Paragraph 4, notify such indemnifying party in writing of the commencement of
such action or proceeding; but the failure so to notify the indemnifying party
shall not relieve it from any liability which it may have to any indemnified
party in respect of such action or proceeding on account of the indemnification
provisions of or contemplated by Sections 4.1, 4.2 or 4.3 unless the
indemnifying party was prejudiced by such failure of the indemnified party to
give such notice, and in no event shall such failure to notify relieve the
indemnifying party from any other liability it may have to such indemnified
party.  In case any such action or proceeding shall be brought against any
indemnified party and it shall notify an indemnifying party of the commencement
thereof, such indemnifying party shall be entitled to participate therein and,
to the extent that it shall determine, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, such indemnifying party shall not be liable to such indemnified party
for any legal or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation (unless such indemnified party reasonably objects to such
assumption on the grounds that there may be defenses to it which are different
from or in addition to such indemnifying party in which event the indemnified
party shall be reimbursed by the indemnifying party for the expenses incurred in
connection with retaining one and only one separate counsel).  If the
indemnifying party is not entitled to, or elects not to, assume the defense of a
claim, it will not be obligated to pay the fees and expenses of more than one
counsel for each indemnified party with respect to such claim.  The indemnifying
party will not be subject to any liability for any settlement made without its
consent, which consent shall not be unreasonably withheld.  No indemnifying
party will consent to entry of any judgment or enter into any settlement
agreement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such indemnified party of a release from all
liability in respect of such claim or litigation.

            4.5  Contribution.  Each party hereto agrees that if, for any
reason, the indemnification provisions contemplated by Sections 4.1, 4.2 or 4.3
hereof are unavailable or insufficient to hold harmless an indemnified party in
respect of any losses, claims, damages or liabilities (or actions or proceedings
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions or proceedings in re-
spect thereof) in such proportion as is appropriate to reflect the relative
fault of, and benefits derived by, the indemnifying party and the indemnified
party, as well as any other relevant equitable considerations.  The relative
fault of such indemnifying party and indemnified party shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact
relates to information supplied by such indemnifying party or by such indemni-
fied party, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.  The relative
benefit derived by the parties shall be determined by reference to the fact that
the Company entered into this Agreement to induce the Bank to engage in the
transaction in which the Eligible Shares were acquired.  The parties hereto
agree that it would not be just and equitable if contribution pursuant to this
Section 4.5 were determined (i) by pro rata allocation (even if the Bank or any
agents for, or underwriters of, the Eligible Shares, or all of them, were
treated as one entity for such purpose); or (ii) by giving any weight to the
fact that the Company did not receive any of the proceeds of the sale of the
Eligible Shares; or (iii) by any other method of allocation which does not take
account of the equitable considerations referred to in this Section 4.5.  The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions or proceedings in respect thereof)
referred to above shall be deemed to include (subject to the limitation set
forth in Section 4.4) any legal or other fees or expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action, proceeding or claim.  No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

            4.6  Scope of Indemnification.  The obligations of the Company under
this Section 4 shall be in addition to any liability that it may otherwise have
and shall extend, upon the same terms and conditions, to each officer, director
and partner of the Bank and each agent and underwriter of the Eligible Shares
and each person, if any, who controls the Bank and any such agent or underwriter
within the meaning of the Securities Act; and the obligations of the Bank and
any agents or underwriters contemplated by this Section 4 shall be in addition
to any liability that the Bank or its respective agent or underwriter may
otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Company (including any person who, with his consent,
is named in any registration statement as about to become a director of the
Company) and to each person, if any, who controls the Company within the meaning
of the Securities Act.

          5.   Selection of Underwriters.  If any of the Eligible Shares are
to be sold pursuant to an underwritten offering, the investment banker or
bankers and the managing underwriter or underwriters thereof shall be selected
by the Bank.

          6.   Miscellaneous.

          6.1  Remedies.  In the event of a breach by the Company of its obli-
gations under this Agreement, the Bank, in addition to being entitled to exer-
cise all rights granted by law, including recovery of damages, will be entitled
to specific performance of its rights under this Agreement.  The Company agrees
that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach of any of the provisions of this Agreement and hereby
agrees to and hereby does waive the defense in any action for specific perform-
ance that a remedy at law would be adequate.

          6.2  Severability.  In the event that any one or more of the pro-
visions contained herein, or the application thereof in any circumstances, is
held invalid, illegal, or unenforceable in any respect or for any reason, the
validity, legality and unenforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be in any way
impaired thereby, it being intended that all of the rights and privileges of the
Bank shall be enforceable to the fullest extent permitted by law.

           6.3  Attorneys' Fees.  In any action or proceeding brought to enforce
anyprovision of this Agreement, or where any provision hereof is validly
asserted as a defense, the successful party shall be entitled to recover
reasonable attorneys' fees in addition to any other available remedy.

           6.4  Adequate Public Information.  The Company covenants that it will
file the reports required to be filed by it under the Exchange Act, as amended,
so as to enable the Bank to sell Eligible Shares pursuant to Rule 144 under the
Exchange Act.

           6.5  Assistance.  The Company shall provide such assistance as the
Bank may reasonably request in connection with the offering and sale of Eligible
Shares by the Bank, including without limitation the participation of senior
officers of the Company in customary informational presentations to under-
writers, dealers and prospective investors, to the same extent as if the Company
were making a primary offering of Common Shares of Beneficial Interest.  The
Company shall also cooperate with the Bank, its placement agents and counsel,
including providing all reasonably requested information, as may be reasonably
necessary to enable the Bank to effect a private placement of Eligible Shares.

           6.6  Notices.  All notices, requests, claims, demands, waivers and
other communications hereunder shall be in writing and shall be deemed to have
been duly given when delivered by hand, if delivered personally or by courier,
or three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: if to the Company, to
Crown American Realty Trust, Pasquerilla Plaza, Johnstown, Pennsylvania 15907,
Attention: Frank J. Pasquerilla, fax number (814) 535-9486, and if to the Bank,
to PNC Bank, National Association, 249 Fifth Avenue, Pittsburgh, Pennsylvania
15222, Attention:  Mr. Randall Cornelius, or to such other address as either
party may have furnished to the other in writing in accordance herewith, except
that notices of change of address shall be effective only upon receipt.

           6.7  Parties in Interest.  All of the terms and provisions of this
Agreement shall be binding upon, shall inure to the benefit of and shall be
enforceable by the respective successors and permitted assigns of the parties
hereto; provided that the Company may not assign its rights or obligations here-
under to any other person or entity without the prior written consent of the
Bank.  The Bank shall be permitted to assign in whole or in part its rights and
obligations hereunder to any other person or entity, provided that it notifies
the Company within three days after such assignment, which notice shall include
the name, address, telephone number and telecopy number of such assignee and the
number of units assigned.

           6.8  Survival.  The respective indemnities, agreements, represen-
tations, warranties and each other provision set forth in this Agreement or made
pursuant hereto shall remain in full force and effect regardless of any invest-
igation (or statement as to the results thereof) made by or on behalf of the
Bank, any director or officer of the Bank, any agent or underwriter, or any
director, officer or partner thereof, or any controlling person of any of the
foregoing.

           6.9  Governing Law.  This Agreement shall be governed by and con-
strued inaccordance with the laws of the Commonwealth of Pennsylvania.

           6.10 Headings.  The descriptive headings of the several sections and
paragraphs of this Agreement are inserted for convenience only, do not con-
stitute a part of this Agreement and shall not affect in any way the meaning or
interpretation of this Agreement.

           6.11 Entire Agreement: Amendments.  This Agreement and the other
writings referred to herein or delivered pursuant hereto which form a part
hereof contain the entire understanding of the parties with respect to its sub-
ject matter. This Agreement supersedes all prior agreements and understandings
between the parties with respect to its subject matter.  This Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively)
only by a written instrument duly executed by the Company and the Bank, which
shall be binding on all parties.

           6.12 Counterparts.  This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall con-
stitute one and the same instrument.

            [SIGNATURE PAGE 1 OF 1 TO REGISTRATION RIGHTS AGREEMENT]

     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed as of the date first written above.

                                   CROWN AMERICAN REALTY TRUST


                                   By:
                                   Name:
                                   Title:

                                   PNC BANK, NATIONAL ASSOCIATION


                                   By:
                                   Name:
                                   Title:




EXHIBIT 10.18

                               EXCHANGE AGREEMENT

          This Exchange Agreement (this "Agreement") is entered into as of
August    13, 1999, among PNC Bank, National Association, in its capacity as
Lender pursuant to the Credit Agreement referred to herein, and its assigns (the
"Lender"), Crown American Realty Trust, a Maryland real estate investment trust
(the "REIT"), Crown American Properties, L.P., a Delaware limited partnership
(the "Partnership"), Crown Investments Trust, a Delaware business trust
("Borrower"), and Crown American Investment Company, a Delaware corporation
("CAIC").

                                   WITNESSETH:

          WHEREAS, CIT, CAIC and the Lender have entered into a Credit Agreement
dated as of August 13, 1999, as amended from time to time (the "Credit
Agreement");

          WHEREAS, the obligations of CIT and CAIC to the Lender under the
Credit Agreement are secured pursuant to that certain Units Pledge Agreement
dated as of even date herewith (such Units Pledge Agreement being referred to
herein as the "Units Pledge Agreement"); and

          WHEREAS, it is a condition precedent to the Lender's willingness to
enter into the Credit Agreement that the Lender has the right after an Exchange
Event (as defined in Section 2(g) below, to exchange the Units (as defined in
the Credit Agreement) for shares of beneficial interest in the REIT ("REIT
Shares") so long as such exchange (together with all other REIT Shares then
pledged to the Lender to secure the obligations of the Borrower under the Credit
Agreement, including any REIT Shares held by Lender as a result of exchange by
Lender of Units pledged pursuant to the terms of that certain Units Pledge
Agreement dated as of August 13, 1999) does not cause the REIT to be "closely
held" within the meaning of Section 856(h) of the Internal Revenue Code of 1986,
as amended (the "REIT Regulation"), and subject to the other restrictions
described below.

          NOW, THEREFORE, in consideration of the foregoing and the respective
covenants and agreements set forth in this Agreement, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows.

          1.   Incorporation of Recitals.  The foregoing recitals are incorp-
orated by this reference as if fully set forth herein.

          2.   Exchange of Units.  Following the occurrence of an Exchange Event
(as defined below), the Lender shall have the right in its sole and absolute
discretion, on such number of occasions as it shall elect, to exchange the Units
(or any portion thereof) for REIT Shares on the following terms:

          (a)  The Lender shall initiate each such exchange by delivering to the
REIT with a copy to the Borrower a written notice (i) stating that an Exchange
Event has occurred, (ii) requesting that the REIT issue and deliver to the
Lender or its designee REIT Shares in the denominations designated by the Lender
in exchange for a specified number of Units (the "Tendered Units"), and (iii)
specifying the name in which such REIT Shares shall be registered as specified
by the Lender in its sole and absolute discretion (the "Exchange Notice").

          (b)  On the applicable Exchange Date (as defined below), the REIT
shall deliver to the Lender a number of REIT Shares (and any associated rights)
equal to the product obtained by multiplying the number of Tendered Units by the
Conversion Factor (as defined in the Amended and Restated Agreement of Limited
Partnership of the Partnership dated as of August 17, 1993, as modified, sup-
plemented or amended from time to time (the "Partnership Agreement")), which
REIT Shares shall be in the denominations and registered in the name specified
in the Exchange Notice; provided, however, that the REIT shall not deliver REIT
Shares to the Lender in exchange for Units pursuant to this Exchange Agreement
on any particular date to the extent that such exchange and delivery would
result in a violation of the REIT Regulation.

          (c)  Upon the REIT's issuance and the Lender's receipt of REIT Shares
(and any associated rights) in exchange for the Tendered Units in accordance
with this Agreement, the REIT shall be deemed for all purposes to be the owner
of the Tendered Units and shall cause the Partnership's books to be adjusted to
reflect such change in ownership.

          (d)  The obligation of the REIT to issue REIT Shares in exchange for
the Tendered Units in accordance with the terms hereof shall be absolute and
unconditional and shall not be subject to any defense by reason of the actual or
alleged invalidity, illegality or unenforceability of the Exchange Notice, the
Credit Agreement, the Units Pledge Agreement or any of the other documents
evidencing, securing or otherwise pertaining to the Credit Agreement, the actual
or alleged nonoccurrence of an Exchange Event or otherwise.  The Borrower
irrevocably agrees and acknowledges that the delivery of an Exchange Notice
shall be conclusive evidence that an Exchange Event has occurred for purposes of
this Agreement, and the Borrower waives all claims, damages, costs, losses,
demands or actions against the Lender arising out or as a result of a
declaration by the Lender that an Exchange Event has occurred or the exchange of
Units for REIT Shares pursuant to the terms hereof, other than any such claim,
damage, cost, loss, demand or action resulting from any such declaration or
exchange made by the Lender in bad faith.

          (e)  If an Exchange Notice is delivered to the REIT at or prior to
11:30 a.m. (Eastern Time) on a Business Day (as defined below), the REIT Shares
(and any associated rights) to be issued and delivered by the REIT hereunder
shall be delivered to the Lender not later than 3:30 p.m. (Eastern Time) on the
third Business Day following delivery of such Exchange Notice, and if any
Exchange Notice is delivered by the REIT after 11:30 a.m. on a Business Day,
then such REIT Shares shall be issued and delivered not later than 11:30 a.m.
(Eastern Time) on the fourth Business Day following delivery of such Exchange
Notice (the "Exchange Date").  REIT Shares delivered pursuant to this Agreement
shall be duly and validly issued, fully paid and nonassessable and shall be
evidenced by certificates therefor.

          (f)  Notwithstanding anything to the contrary herein, the Lender cov-
enants and agrees that any violation or attempted violation of the REIT
Regulation by the Lender or its designee will result, to the extent necessary,
in the exchange of REIT Shares held by the Lender for Excess Shares (as defined
in the Second Amended and Restated Declaration of Trust of the REIT, dated
August 6, 1993 (the "Trust Declaration") in accordance with Section 6.6 of the
Trust Declaration.

          (g)  For purposes of this Agreement (i) an "Exchange Event" shall mean
the occurrence and continuance beyond any applicable grace period provided
therefor of an Event of Default under and as defined in the Credit Agreement,
and (ii) a "Business Day" shall mean any day excluding Saturday, Sunday and any
day which shall be a legal holiday or a day on which banking institutions in the
Commonwealth of Pennsylvania are authorized or permitted by law or other
government actions to be closed.

          (h)  The Pledgors (as defined in the Credit Agreement) agree that upon
issuance of such REIT Shares by the REIT, such REIT Shares shall be deemed
Pledged Collateral (under and as defined in the Units Pledge Agreement).  The
preceding sentence shall be self-operative and no further instrument,
certificate or stock power shall be required to effectuate the foregoing; pro-
vided, however, the Pledgors shall execute and promptly deliver to the Lender
any instrument, certificate or stock power requested by the Lender to effectuate
or confirm the foregoing.

          3.   Not a Redemption.  Any exchange of Units for REIT Shares pursuant
to this Agreement will not constitute a redemption of Units by the Partnership
under Section 11.1 or any other provision of the Partnership Agreement.
Accordingly, the parties agree that nothing in the Partnership Agreement, in-
cluding, without limitation, the provisions of Section 11.1 thereof, shall
impose a time limitation upon the exercise of the Lender's right of exchange
under Section 2 of this Agreement.

          4.   Consents and Directions of the Borrowers.  Each of the Pledgors
hereby irrevocably (i) consents to the exchange of Units for REIT Shares on the
terms set forth herein and in the Units Pledge Agreement, and (ii) following the
occurrence of any Exchange Event directs the Partnership and the REIT to deliver
all payments due or to become due to such Pledgors arising out of, as a result
of or in connection with the Units and Pledged Collateral, whether as dividends,
distributions of cash or property or otherwise (collectively, the
"Distributions"), directly to the Lender at such account as the Lender may from
time to time designate in writing, for application in accordance with the terms
of the Units Pledge Agreement. Following the occurrence of an Exchange Event,
each of the Partnership and the REIT agrees to deliver all of the Distributions
directly to the Lender in accordance with the foregoing direction from the
Pledgors.

          5.   Foreclosure on Units.  If the Lender shall fail to receive REIT
Shares in exchange for Units in accordance with this Agreement for any reason
whatsoever, the Lender may foreclose or otherwise realize upon such Tendered
Units in accordance with the terms of the Units Pledge Agreement and exercise
any and all other rights and remedies with respect to such Tendered Units as the
Lender may have under such Units Pledge Agreement in its sole and absolute dis-
cretion, and in connection therewith any purchaser or transferee of all or any
portion of the Tendered Units (including, without limitation, the Lender) shall
have the right, at its election, to become either an assignee of the Initial
Limited Partner or a Limited Partner (as such terms are defined in the Partner-
ship Agreement) with respect to such Tendered Units.

          6.   Obligations of REIT.  The REIT shall be entitled and obligated to
rely without inquiry on the written statement of the Lender that an Exchange
Event has occurred.  The only obligations of the REIT under this Agreement shall
be to register and deliver REIT Shares (and any associated rights) in exchange
for Tendered Units in accordance with the terms of Section 2 hereof.  The REIT
acknowledges and agrees that it waives any right to setoff that it may have in
respect of the REIT Shares to be issued and delivered pursuant to this
Agreement.

          7.   Notices.  All notices, approvals, demands, requests, consents and
other communications provided for hereunder shall be in writing, shall refer to
this Agreement and shall be delivered by hand or by facsimile transmission or
sent by registered or certified mail, return receipt requested, or by overnight
courier service to the recipient at the address set forth below:

If to the REIT:

     Crown American Realty Trust
     Pasquerilla Plaza
     Johnstown, Pennsylvania  15907
     Attention:  Mark E. Pasquerilla
     Telephone:  (814) 535-9328
     Facsimile:  (814) 535-9349

If to the Borrower:

     Crown Investments Trust
     Pasquerilla Plaza
     Johnstown, Pennsylvania  15907
     Attention:  Mr. Ronald J. Hamilton,
     Vice President
     Telephone:  (814) 533-4657
     Facsimile:  (814) 536-9525

with a copy to:

     Reed Smith Shaw & McClay
     Mellon Square
     435 Sixth Avenue
     Pittsburgh, Pennsylvania  15219
     Attention:  David L. DeNinno, Esq.
     Telephone:  (412) 288-7276
     Facsimile:  (412) 288-3063

If to the Lender:

     PNC Bank, National Association
     249 Fifth Avenue
     P1-POPP-19-2
     Pittsburgh, Pennsylvania  15222-2707
     Attention:  Mr. Randall Cornelius
     Telephone:  (412) 768-5778
     Facsimile:  (412) 768-6500

with a copy to:

     Buchanan Ingersoll Professional Corporation
     One Oxford Centre, 22nd Floor
     301 Grant Street
     Pittsburgh, PA  15219
     Attention:  Deborah B. Walrath, Esq.
     Telephone:  (412) 562-1472
     Facsimile:  (412) 562-1041

or at such other address or facsimile number as shall be designated by a party
in a written notice to the other party.  All such notices and other
communications shall be deemed given and effective:  (a) when sent by mail, on
the fourth Business Day after the date deposited in the United States mail,
(b) when sent by overnight courier, on the next Business Day after delivery to
the courier service, and (c) when delivered by hand or transmitted by facsimile,
on the date of delivery or transmission, as the case may be.

          8.   Severability.  If any provision of this Agreement is held
invalid, such invalidity will not affect any other provision of this Agreement
that can be given effect without the invalid provision, and to this end, the
provisions of this Agreement are severable.

          9.   Assignment.  Neither the REIT, the Borrower nor CAIC may assign
any of their rights or obligations hereunder.  The Lender may assign its rights
and obligations hereunder as permitted pursuant to the Credit Agreement.  This
Agreement is binding upon and shall inure to the benefit of each of the parties
hereto and its respective successors and permitted assigns.

          10.  Amendment.  This Agreement may be modified only by a written
instrument duly executed by all the parties hereto, and compliance with any
provision or condition contained in this Agreement, or the obtaining of any
consent provided for in this Agreement, may be waived only by written instrument
duly executed by the party to be bound by such waiver.

          11.  Governing Law.  The rights of the parties arising under this
Agreement shall be construed and enforced under the laws of the Commonwealth of
Pennsylvania.

          12.  Captions.  The captions in this Agreement are for convenience
only, do not form a part of it, and do not in any way modify, interpret or
construe the intentions of the parties to it.

          13.  Counterparts.  This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.

          14.  Specific Performance.  The REIT recognizes and agrees that the
Lender's remedy at law for any breach by the REIT of any of the provisions of
this Agreement would be inadequate and that the Lender would be irreparably
injured by any such breach, and the REIT agrees to the fullest extent permitted
by law that for breach or threatened breach of any of such provisions, the
Lender shall, in addition to such other remedies as may be available to it at
law or in equity or as provided in this Agreement, be entitled (without posting
a bond) to injunctive relief (preliminary, mandatory, temporary and permanent)
and to enforce its rights by an action for specific performance.  The REIT
agrees to and hereby does waive the defense in any action for specific
performance that a remedy at law would be inadequate.

                  [SIGNATURE PAGE 1 OF 1 TO EXCHANGE AGREEMENT]

          IN WITNESS WHEREOF, each of the undersigned has executed, or caused
its duly authorized representative to execute, this Agreement as of the date set
forth in the first paragraph of this Agreement.

                                   PNC BANK, NATIONAL ASSOCIATION


                                   By:
                                     Name:
                                     Title:

                                   CROWN AMERICAN REALTY TRUST


                                   By:
                                     Name:
                                     Title:

                                   CROWN AMERICAN PROPERTIES, L.P.

                                   By:  Its General Partner,
                                      CROWN AMERICAN REALTY TRUST


                                   By:
                                     Name:
                                     Title:

                                   CROWN INVESTMENTS TRUST


                                   By:
                                     Name:
                                     Title:

                                   CROWN AMERICAN INVESTMENT COMPANY


                                   By:
                                     Name:
                                     Title:




EXHIBIT 23


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the incorporation by
reference in this Form 10-K of our report dated February 15, 2000 included in
this Crown American Realty Trust's Form 10-K for the year ended December 31,
1999, into Crown American Realty Trust's previously filed registration
statements on Form S-3 dated August 18, 1994, as amended effective November 13,
1998, Form S-3 dated May 4, 1995 and Form S-3 dated June 27, 1997.  It should be
noted that we have not audited any financial statements of the Crown American
Realty Trust subsequent to December 31, 1999 or performed any auditing
procedures subsequent to the date of our report.

                         /s/ ARTHUR ANDERSEN LLP



Pittsburgh, Pennsylvania
March 10, 2000


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, 1999, 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 24, 2000                           /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, 1999, 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 24, 2000                           /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, 1999, 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 24, 2000                           /s/Zachary L. Solomon
     Date                               (Name) Zachary L. Solomon

                                        Title: Trustee





                                POWER OF ATTORNEY



           KNOW ALL MEN BY THESE PRESENTS, that Peter J. Siris, Trustee of Crown
American  Realty Trust (the "Company") whose signature appears below constitutes
and  appoints Terry L. Stevens and Ronald P. Rusinak, and each of them, his true
and  lawful  attorney-in-fact and agent, with full  power  of  substitution  and
revocation, for him and in his name, place and stead, in any and all capacities,
to sign the Company's Annual Report on Form 10-K for the year ended December 31,
1999,  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 24, 2000                           /s/Peter J. Siris
      Date                              (Name) Peter J. Siris

                                        Title: Trustee




EXHIBIT 99 (a)

NEWS FROM:


              C R O W N   A M E R I C A N   R E A L T Y   T R U S T


CONTACT:       Media:         Christine Menna     814-536-9520
               Investors:     Terry L. Stevens    814-536-9538
               Internet:      www.crownam.com

IMMEDIATE RELEASE:            Monday, February 28, 2000


                       CROWN AMERICAN REALTY TRUST REPORTS
                      SECOND CONSECUTIVE YEAR OF FFO GROWTH
                 1999 FFO PER SHARE WITHOUT LAND SALES UP 10.4%
                             SAME CENTER NOI UP 7.0%
            COMPARABLE MALL SHOP SALES UP 6.6% TO ALL TIME RECORD OF
                $258 PER FOOT WITH SEVEN MALLS OVER $300 PER FOOT
                  --------------------------------------------

                      CROWN AMERICAN REALTY TRUST ANNOUNCES
                  FOURTH QUARTER RESULTS AND DECLARES DIVIDENDS

     Johnstown, Pa. - Crown American Realty Trust (NYSE:CWN), a real estate
investment trust, today announced financial results and operating information
for the fourth quarter and for the year ended December 31, 1999.  The Board of
Trustees also declared regular quarterly dividends on its common and senior
preferred shares.
                    ________________________________________

     "Crown American ended 1999 and began the new millennium as a stronger,
transformed company," stated Company Chairman, CEO and President, Mark E.
Pasquerilla.  "FFO per share was $1.28 for the year and $0.40 for the quarter,
up 8.5% and 11.1%, respectively.  Excluding gains on sale of outparcel land
which were higher in 1998, FFO per share posted gains of 10.4% for the full year
and 10.7% for the quarter.  This growth is the product of strong leasing results
for the last three years, higher occupancy combined with more productive mall
shop tenants, and tight operating cost controls.  Our focus will continue to be
on reaping the financial benefits from the property improvements made over the
last few years.  With the substantial completion of the Valley Mall expansion
and the Washington Crown Center redevelopment, there are no major capital
improvements projects currently needed in the existing portfolio.  In 2000 we
will continue to open tenants in Valley Mall and Washington Crown Center,
including two stadium-seating theater complexes, plus another multiplex theater
at Jacksonville Mall.

     "Other operating trends continue to be strong.   Mall shop occupancy ended
the year at 84%, up from 82% last year, and we expect mall shop occupancy to
increase again in 2000.  Mall shop tenant sales for 1999 were $258 per square
foot, up 6.6% over 1998 and up 25% in the last four years.  Average mall shop
base rents in the portfolio increased for the 25th consecutive quarter to $18.63
per square foot, up 6.2% from a year ago.  Leasing results for 1999 were very
strong and only slightly behind 1998's all-time record, with 537,000 square feet
of new leases and 393,000 square feet of renewal leases signed.  Base rent on
new leases was $22.04 per foot in 1999 compared to $14.02 per foot for tenants
that closed, an uplift of 57%.  Net effective rent on new leases signed in 1999
was $18.39 per square foot compared to $16.80 in 1998, up 9.5% (Net effective on
new leases is simply the average annual base rent less the annual amortization
of the incurred tenant allowances and capitalized leasing commissions.).  Our
tenants' occupancy cost percentage fell again in 1999 to 10.1% due to tight
property cost controls and strong tenant sales growth; we believe this decrease
in tenant occupancy costs indicates the affordability of our portfolio and
should bode well as we strive to increase mall shop occupancy.  Our program of
expense cuts announced in 1999 is producing results with gross corporate office
costs down $2.7 million compared to 1998.  As a result of the strong operating
performance, our year-end cash balances and availability under our lines of
credit are significantly improved.

     Mr. Pasquerilla continued, "Looking ahead to 2000, we see continuing
positive operating trends and solid NOI growth in the portfolio.  However, the
impact of higher LIBOR interest rates on our variable rate debt and the full
year effect of the higher interest rate on the renewed GECC line of credit will
somewhat mitigate our FFO growth next year.  Our variable rate debt was $112.6
million at year-end, and relates to our lines of credit and the construction
loan facilities for the Valley Mall expansion and Washington Crown Center
redevelopment.  In 2000 we will be adopting NAREIT's new definition of FFO and
will restate prior years.  The primary impact is that the restructuring costs in
1999 will be reflected in 1999's FFO which will be reduced by $0.06 on a
restated basis to $1.22 per share.  We will continue to focus on improving our
internal cash flows by increasing mall shop occupancy and continuing our cost
containment efforts.  In this difficult on-going capital market for REITs, we
are managing the Company conservatively to grow internal cash flow and improve
the Company's financial flexibility.

     "Management is committed to exploring a prudent disposition program
intended to recycle our capital and enhance cash flows and decrease leverage.
Our ability to fund operations and capital spending is not dependent on such
dispositions, which if successful will only enhance our cash flows and financial
flexibility.

     Mr. Pasquerilla concluded,  "Insider ownership in the Company continues to
increase, ending the year at 37.2%, up 4% from a year ago.  The management team
is highly motivated to increase shareholder value and to drive the ongoing
transformation of the properties which began to bear fruit in 1998, which
accelerated in 1999, and which we believe will continue in 2000 and beyond."

                         _______________________________

                      Financial Information - Twelve Months

     For the year ended December 31, 1999, Funds from Operations ("FFO") before
allocations to minority interest and preferred dividends was $60.0 million, up
$3.4 million from 1998.  FFO applicable to common shareholders for the year
ended December 31, 1999 was $33.5 million ($1.28 per common share) compared to
$31.2 million ($1.18 per common share) reported in 1998, an increase of 8.5%.
Without the effect of land sales, FFO per share was $1.27 in 1999 compared to
$1.15 in 1998, an increase of 10.4%. Average common shares outstanding during
1999 and 1998 were 26,208,000 and 26,393,000, respectively.  FFO and FFO per
share are the same for both "basic" and "fully diluted" presentations in 1998
and 1999.

     The increase in 1999 FFO before allocations to minority interest and to
preferred shareholders was due primarily to the following factors:

$6.0 million increase in mall shop and anchor base and  percentage rents as a
result of improved tenant sales, higher occupancy and higher average rents;

$0.7 million in higher temporary and seasonal leasing income;

$0.7 million in higher net recovery income, straight-line rents, net utility and
miscellaneous mall revenues, and lease buyout income;

$0.8 million in lower G&A and miscellaneous costs, primarily as a result of the
Company's cost containment efforts;

$1.1 million contribution, net of interest, from the three properties acquired
in May 1998; offset by $0.5 million negative impact from one mall sold in July
1998;

$3.9 million in higher interest expense on existing properties as a result of
higher borrowings to fund the Company's capital spending program;

$0.8 million in lower cash flow support payments; and

$0.7 million in lower gain on land sales.

     Total 1999 revenues were $159.1 million compared to $146.7 million in 1998,
an increase of $12.4 million, or 8.5%. Of this $12.4 million increase, $4.8
million was the result of the three centers acquired in 1998, offset by a $1.1
million decrease from one property sold in 1998, while $8.7 million came from
previously-owned centers.

     For the full year the Company had net income of $9.3 million compared to a
net loss of $8.6 million in 1998. Net income in 1999 was impacted by $2.3
million in restructuring costs while net income in 1998 was impacted by $22.5
million in extraordinary loss on early extinguishment of debt and $1.7 million
cumulative effect of a change in accounting method.   After deducting preferred
dividends, total net loss allocable to common shareholders was $4.5 million, or
$0.17 per common share, compared to a net loss of $22.4 million, or $0.85 per
common share in 1998.

                     Financial Information - Fourth Quarter

     For the quarter ended December 31, 1999, Funds from Operations (FFO) before
allocations to minority interest and preferred dividends was $18.0 million, up
from $16.5 million in 1998. FFO allocable to common shares was $10.5 million, or
$0.40 per common share, compared to $9.5 million, or $0.36 per common share, for
the fourth quarter of 1998. The increase in FFO before allocations to minority
interest and to preferred dividends was due primarily to an increase in mall
shop and anchor base and percentage rents as a result of increased occupancy,
higher average rental rates, and higher tenant sales.  The number of properties
in the portfolio was the same in both quarters.

     Total revenues for the fourth quarter were $44.8 million, as compared to
$41.2 for the fourth quarter of 1998.  For the fourth quarter of 1999, the
Company achieved net income of $5.7 million compared to net income of $4.0
million in the fourth quarter of 1998.  After deducting preferred dividends,
there was $2.2 million in net income allocable to common shares, or $0.09 per
share.  This compares to $0.6 million net income allocable to common shares, or
$0.02 per share, in the fourth quarter of 1998.

                              Dividend Information

     The Board of Trustees declared regular quarterly dividends of $0.205 per
common share and $1.375 per senior preferred share.  Both dividends are payable
March 17, 2000 to shareholders of record on March 6, 2000.

                              Operating Information

During the fourth quarter of 1999, leases for 192,000 square feet of mall shops
were signed representing $4.0 million in annualized base rental income.  This
compares to 188,000 square feet for $3.9 million during the same period in 1998.
A total of 92 leases were signed, which included 39 renewals and 53 new leases.

For the full year 1999, leases for 930,000 square feet of mall shops were signed
representing $19.0 million in annualized base rental income.  A total of 429
leases were signed, including 186 renewals and 243 new leases.  Average rent per
square foot for 1999 was $20.49, which includes $22.04 per square foot for new
space and $18.30 per square foot for renewals.

The net effective rent (annual gross rent less the annual amortization of tenant
allowances and leasing costs) for new leases signed in 1999 was $18.39 per
square foot as compared to $16.80 per square foot for the full year of 1998, an
increase of 9.5%.

For the full year 1999, the Company signed leases on 104,000 square feet of
theater and freestanding tenants, representing $1.3 million in annualized base
rental income.  During the fourth quarter of 1999, a 53,000 square foot theater
lease deal previously reported in the second quarter (which required a $4.0
million investment and was intended to generate $669,000 annual income) was
canceled; the Company plans to restructure the deal as a ground lease.

The average base rent of the portfolio as of December 31, 1999 was $18.63 per
square foot.  This is a 6.2% increase from $17.54 per square foot as of December
31, 1998, and the 25th consecutive quarter that average base rent has increased.

Mall shop occupancy was 84% at year-end, up from 82% at the end of 1998.

Mall shop sales for 1999 were $258 per square foot.  This is a 6.6% increase
over the $242 per square foot reported for 1998 and considerably higher than the
2.4% increase for the country as reported by the International Council of
Shopping Centers (ICSC).

Occupancy costs, which is the sum of base rent, percentage rent and expense
recoveries as a percentage of mall shop sales at all properties, were 10.1% as
of December 31, 1999, as compared to 10.3% as of December 31, 1998.

Seasonal and promotional leasing income for the full year 1999 amounted to $10.7
million, compared to $9.7 million in 1998, up 10%.

                         Expansions/Renovation Projects

At Valley Mall (Hagerstown, Md.) an October grand re-opening marked the
completion of a mall expansion included a new 120,000 square foot May Company
department store (Hecht's), a new Gardenside Cafe food court and additional mall
shop space.  A 16-screen R/C Theatres complex will open this spring.  This
center finished the year with over 90% of total mall shop space leased.
According to our new RCT people counter systems, this mall had the highest
traffic counts during the Christmas season.

A grand re-opening was held in October at Washington Crown Center (formerly
Franklin Mall, Washington, Pa.).  This project included the addition of a new
140,000 square foot May Company department store (Kaufmann's), a relocation of
the food court and a complete mall renovation.  This spring a new, 14-screen,
Hollywood theater will open.

               ___________________________________________________


     Crown American Realty Trust through various affiliates and subsidiaries
owns, acquires, operates and develops regional shopping malls in Pennsylvania,
Maryland, West Virginia, Virginia, New Jersey, North Carolina, Tennessee and
Georgia.  The current portfolio includes 27 enclosed regional malls and one
shopping center aggregating 16 million square feet of gross leasable area.

     This news release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended.  Such statements are
based on assumptions and expectations, which may not be realized and are
inherently subject to risks and uncertainties, many of which cannot be predicted
with accuracy.   Future events and actual results, financial and otherwise, may
differ from the results discussed in the forward-looking statements.  Risk and
other factors that might cause differences, some of which could be material,
include, but are not limited to, economic and credit market conditions, the
ability to refinance maturing indebtedness, the impact of competition, consumer
buying trends, financing and development risks, construction and lease-up
delays, cost overruns, the level and volatility of interest rates, the rate of
revenue increases versus expense increases and financial stability of tenants
within the retail industry, as well as other risks listed from time to time in
the Company's reports filed with the Securities and Exchange Commission or
otherwise publicly disseminated by the Company.

     A copy of the Company's Supplemental Financial and Operational Information
Package  follows.
                                     - 30 -


EXHIBIT 99 (b)


<TABLE>
<CAPTION>

SUPPLEMENTAL FINANCIAL AND OPERATIONAL INFORMATION PACKAGE
CROWN AMERICAN REALTY TRUST
FOURTH QUARTER 1999
OTHER FINANCIAL AND OPERATING DATA
(unaudited)

                                     Three Months Ended         Year Ended
                                        December 31,            December 31,
                                       1999 vs. 1998           1999 vs. 1998
FINANCIAL AND ANALYTICAL DATA:         (in thousands, except per share data)

<S>                                    <C>        <C>         <C>        <C>
                                                 $per                    $per
Total FFO - Incr (decr) -  1999       $000       share        $000       share
compared to 1998:
Base and percentage rents from
anchors and mall shops                $  1,707   $  0.047    $  6,042  $   0.167
Temporary and promotional leasing
income                                     344      0.010         711      0.020
Mall operating costs, net of tenant
recovery income                             55      0.002         122      0.003
Utility and misc. mall income, equity
in Joint venture                            54      0.001          47      0.001
Straight line rental income                 41      0.001         229      0.006
Core mall operations--same properties    2,201      0.061       7,151      0.197

Contribution before interest of 3
Properties acquired in May 1998                                 2,938      0.081
Effect of sale of Middletown in July
1998, before interest                                           (534)    (0.015)
Property admin. and general & admin.
expenses                                   240      0.007         473      0.013
Cash flow support earned                 (202)    (0.006)       (811)    (0.022)
Interest expense, including $1.8
million related to acquired prop.        (967)    (0.027)     (5,658)    (0.156)
Gain on sale of outparcel land              89      0.002       (745)    (0.021)
Depreciation and amortization expense      115      0.003         323      0.009
Lease buyout income and other
items, net                                  14                    274      0.007
Impact on per share amount from
common share repurchases and
other changes in common shares and
O.P. units outstanding                              0.002                  0.008
Change before pref'd div's and
minority interest                        1,490      0.042       3,411      0.101
Allocation to minority interest in
Operating Partnership                    (477)                (1,088)
Rounding to whole cents                           (0.002)                (0.001)
Change in FFO allocable to common
shareholders                          $  1,013   $  0.040    $  2,323  $   0.100

                                       Three Months Ended          Year Ended
                                           December 31,           December 31,
                                         1999       1998        1999       1998
Funds from Operations ($000 except
per share data):
Net income (loss)                     $  5,665   $  4,008    $  9,275  $ (8,639)
Adjustments:
Minority Interest in Operating
Partnership                                832      (208)     (1,734)    (8,363)
Restructuring costs                                             2,251
Depreciation and amortization - real
estate                                  11,474     11,189      45,925     42,992
Operating covenant amortization            657        657       2,630      2,630
Cash flow support amounts                  656        858       2,973      3,784
Cumulative effect of a change in
accounting method                                                          1,703
Gain on sale of assets                 (1,290)                (1,290)
Extraordinary loss on early
extinguishment of debt                                                    22,512
FFO before allocations to minority
interest and pref'd shares              17,994     16,504      60,030     56,619
Allocation to preferred shareholders
(preferred dividends)                  (3,437)    (3,437)    (13,750)   (13,750)
Allocation to minority interest in
Operating Partnership                  (4,008)    (3,531)    (12,741)   (11,653)
FFO allocable to common shares        $ 10,549   $  9,536    $33,539  $   31,216
FFO per common share                  $   0.40   $   0.36    $  1.28  $     1.18

Average shares outstanding during the
period                                  26,208     26,207     26,208      26,393
Shares outstanding at period end        26,208     26,207     26,208      26,207

Avg. partnership units and shares
outstanding during period               36,164     36,164     36,164      36,317
Partnership units and shares
outstanding at period end               36,164     36,164     36,164      36,164

Components of Minimum Rents:
Anchor - contractual or base rents    $  6,156   $  6,004    $24,307  $   23,527
Mall shops - contractual or base
rents                                   19,114     17,750     74,660      67,195
Mall shops - percentage rent in lieu
of fixed base rent                       1,060      1,075      2,489       2,908
Straight line rental income                222        181        745         564
Ground lease - contractual or base
rents                                      513        499      2,057       1,949
Lease buyout income                         14                   350           8
Operating covenant amortization          (657)      (657)    (2,630)     (2,630)
Total minimum rents                   $ 26,422   $ 24,852   $101,978  $   93,521
Components of Percentage (Overage)
Rents:
Anchors                               $  1,328   $  1,723    $ 3,352  $    3,899
Mall shops and ground leases             1,666      1,079      3,725       3,292
Net                                   $  2,994   $  2,802    $ 7,077  $    7,191

</TABLE>

<TABLE>
<CAPTION>

CROWN AMERICAN REALTY TRUST
FOURTH QUARTER 1999
OTHER FINANCIAL AND OPERATING DATA
(unaudited)

                                          Three Months Ended      Year Ended
                                             December 31,         December 31,
                                            1999       1998      1999       1998
                                              (in thousands, except as noted)
<S>                                    <C>        <C>        <C>       <C>
EBITDA:  earnings (including gain on
sale of outparcel land) before
interest, taxes, all depreciation
and amortization and extraordinary
items                                 $  30,823  $  28,160  $ 108,288  $  98,499

Debt and Interest:

Fixed rate debt at period end         $ 596,429  $ 598,960  $ 596,429  $ 598,960
Variable rate debt at period end        112,571     71,011    112,571     71,011
Total debt at period end              $ 709,000  $ 669,971  $ 709,000  $ 669,971

Weighted avg. interest rate on fixed
rate debt for the period                   7.6%       7.7%       7.6%       7.6%
Weighted avg. interest rate on variable
rate debt for the period                   8.6%       7.6%       7.7%       7.5%

Total interest expense for period     $  13,443  $  12,476  $  51,075  $  45,417
Amort. of deferred debt cost for
period (incl. in interest exp)              614        349      1,711      2,743
Capitalized interest costs during
period                                      431        380      1,636      2,192

Capital Expenditures Incurred:

Allowances for mall shop tenants      $   4,067  $   5,633  $  15,190  $  17,149
Allowances for anchor/ big box
tenants                                   2,045      1,072      6,775      1,644
Leasing costs and commissions               561        329      2,705      4,193
Expansions and major renovations,
including excrow deposits *               4,263      8,315     28,984     41,706
Acquisition of operating properties                    475                65,448
All other capital expenditures
included in Other Assets)                 1,038         43      1,967      1,573
Total Capital Expenditures during
the period                            $  11,974  $  15,867  $  55,621  $ 131,713

*1998 data includes approximately $11 million in
deposits to expansion construction and related
escrows under the new GECC mortgage loan.

OPERATING DATA:

Total portfolio occupancy at period end                         92.6%      91.6%

Mall shop occupancy at period end                               84.2%      81.8%

Comparable store mall shop sales - 12
months (per sq. ft.)                                        $  258.43  $  241.82

Mall shop occupancy cost percentage at
period end                                                      10.1%      10.3%

Average mall shop base rent at period end
(per sq. ft.)                                               $   18.63  $   17.54

Same center NOI growth                                           7.0%       3.5%

Mall shop leasing for the period:
New leases - sq. feet (000)                  97         73        537        585
New leases - $ per sq. ft.            $   23.92  $   23.44  $   22.04  $   20.56
Number of new leases signed.                 53         45        243        281

Net effective rent for new leases
signed in the period (per sq. ft.)                           $  18.39   $  16.80

Renewal leases - sq. feet (000)              95        115        393        623
Renewal leases - $ per sq. ft.        $   17.47  $   19.09   $  18.30   $  18.37
Number of renewal leases signed.             39         51        186        288


Tenant Allowances for leases signed
during the period:
First Generation Space - per sq. ft.  $   61.18  $   30.29  $  39.99   $   23.39
Second Generation Space - per sq. ft. $    9.78  $   10.64  $  13.11   $   12.09
Leases Signed during the period by:
First Generation Space - sq. feet
(000)                                         9         18        79          55
Second Generation Space - sq. feet          183        170       851       1,153
(000)

Theater and free-standing leasing for the
period:
New leases- sq. feet (000)                 (49)         53       104         181
New leases-$ per sq. ft.              $ (12.47)  $   13.00  $  12.13   $   10.99
Tenant allowances - $ per sq. ft.     $ (64.29)  $   65.00  $  40.52   $   40.09

</TABLE>

<TABLE>
<CAPTION>

CROWN AMERICAN REALTY TRUST
TOP 25 REVENUE-GENERATING TENANTS
LISTED IN ORDER OF SQUARE FEET OCCUPIED
FOR THE YEAR ENDED DECEMBER 31, 1999



                                 PERCENT OF              TOTAL
                                    TOTAL    NUMBER OF   SQ FT
          TENANT           NOTES  REVENUES  OPEN STORES OCCUPIED
<S>                        <C>   <C>         <C>         <C>
Sears, Roebuck & Co.                5.6%        21     2,119,718
J C Penney Inc.             (1)     4.3%        27     1,917,054
May Department Stores Co.           1.1%        12     1,395,525
The Bon-Ton                         3.1%        17     1,212,922
Wal-Mart Stores                     1.1%         3       405,465
Value City Department               1.1%         5       372,713
Stores
The Limited Stores Inc.     (2)     3.7%        43       324,290
K-Mart Corporation                  0.9%         3       259,517
The Gap                             1.5%        21       196,194
Venator Group               (3)     2.9%        52       186,138
Fashion Bug                         1.3%        18       166,648
Intimate Brands, Inc.       (6)     2.0%        39       127,489
Shoe Show Of Rocky Mt.              1.6%        26       123,064
Inc.
Transworld Entertainment    (5)     2.0%        30       109,510
Hallmark-Owned Stores               1.7%        29       107,288
Deb Shops, Inc.                     0.9%        15        91,646
Consolidated Stores         (4)     1.5%        26        85,282
Payless Shoesource Inc.             1.2%        24        79,047
Walden Book Co., Inc.               1.4%        22        78,479
The Finish Line, Inc.               1.2%        15        76,656
Tandy Corporation           (9)     0.9%        27        67,849
Moray Inc.                  (7)     0.9%        17        64,553
American Eagle Outfitters           1.1%        15        60,406
Claires Inc.                (8)     0.9%        42        35,829
Sterling Jewelers          (10)     1.0%        18        21,964

TOTALS                              44.9%              9,685,246


Notes:
(1)  Includes 21 J.C. Penney department stores and 6 Eckerd stores.
(2)  Includes Limited Express, Lane Bryant, Lerner Shops, The Limited (core
     division), and Structures.
(3)  Includes Woolworth,  Kinney, Footlocker, Lady Footlocker, Champs, and
     Northern Reflections.
(4)  Includes Kay-Bee Toys .
(5)  Includes Camelot Music and Wall Stores.
(6)  Spun off by the Limited.  Includes Victoria's Secrets and Bath & Body.
(7)  Operates as B. Moss.
(8)  Operates as Claires Boutiques, Topkapi, The Icing. Also includes recent
     purchase of Afterthoughts.
(9)  Operates as Radio Shack.
(10) Operates as Kay Jewelers, Belden Jewelers and Shaw Jewelers.

</TABLE>

<TABLE>
<CAPTION>

CROWN AMERICAN REALTY TRUST
Consolidated Statements of Operations

                                    Three Months Ended          Year Ended
                                        December 31,            December 31,
                                      1999        1998        1999         1998
                                      (in thousands, except per share data)
<S>                                 <C>         <C>           <C>         <C>
Rental operations:
Revenues:
Minimum rent                      $   26,422  $  24,852    $ 101,978   $  93,521
Percentage rent                        2,994      2,802        7,077       7,191
Property operating cost                9,627      8,188       35,513      32,570
recoveries
Temporary and promotional              4,895      4,551       10,654       9,661
leasing
Net utility income                       808        767        3,157       2,991
Miscellaneous income                      78         65          695         814
Net                                   44,824     41,225      159,074     146,748

Property operating costs:
Recoverable operating costs           12,797     11,318       46,545      43,755
Property administrative costs            724        805        2,375       2,533
Other operating costs                    521        616        1,991       2,262
Depreciation and amortization         11,047     10,877       44,306      41,712
Net                                   25,089     23,616       95,217      90,262
Net                                   19,735     17,609       63,857      56,486
Other expenses:
General and administrative             1,450      1,609        4,751       5,066
Restructuring costs                                            2,251
Interest                              13,443     12,476       51,075      45,417
Net                                   14,893     14,085       58,077      50,483
Net                                    4,842      3,524        5,780       6,003

Property sales, disposals and
adjustments:
Gain on sale of assets                 1,290                   1,290
Gain on sale of outparcel land           365        276          471       1,210
Net                                    1,655        276        1,761       1,210
Income (loss) before
extraordinary items, minority
interest, and cumulative effect
of a change in accounting method       6,497      3,800        7,541       7,213
Extraordinary loss on early
extinguishment of debt                                                  (22,512)
Cumulative effect on prior years
(to December 31, 1997) of a change
in accounting method                                                     (1,703)
Income (loss) before minority
interest                               6,497      3,800        7,541    (17,002)
Minority interest in (income)
loss of Operating Partnership          (832)        208        1,734       8,363
Net income (loss)                      5,665      4,008        9,275     (8,639)
Dividends on preferred shares        (3,437)    (3,437)     (13,750)    (13,750)
Net income (loss) applicable to
common shareholders               $    2,228  $     571    $ (4,475)   $(22,389)

Per common share information:
Basic and Diluted EPS:
Income (loss) before
extraordinary item and
cumulative effect of a
change in accounting method       $     0.09  $    0.02    $  (0.17)   $  (0.18)
Extraordinary item                                                        (0.62)
Cumulative effect on prior years
of a change in accounting
method                                                                    (0.05)
Net income (loss)                 $     0.09  $    0.02    $  (0.17)   $  (0.85)

Weighted average shares
outstanding (000)                     26,208     26,207       26,208      26,393

FFO per share                     $     0.40  $    0.36    $    1.28   $    1.18

</TABLE>

<TABLE>
<CAPTION>


CROWN AMERICAN REALTY TRUST
Consolidated Balance Sheets
(in thousands, except share and per share data)

                                                            December 31,
                                                       1999              1998

<S>                                                  <C>               <C>
Assets

Income-producing properties:
Land                                               $   154,341      $    145,226
Buildings and improvements                             986,042           946,654
Deferred leasing and other charges                      44,313            42,469
Net                                                  1,184,696         1,134,349
Accumulated depreciation and amortization            (388,965)         (347,649)
Net                                                    795,731           786,700

Investment in joint venture                              5,055             5,799
Cash and cash equivalents, non-restricted               17,171            13,512
Restricted cash and escrow deposits                     15,635            15,005
Tenant and other receivables                            15,859            17,430
Deferred charges and other assets                       25,757            30,842
Net                                                $   875,208      $    869,288


Liabilities and Shareholders' Equity

Debt on income-producing properties                $   709,000      $    669,971
Accounts payable and other liabilities                  37,630            38,076
Net                                                    746,630           708,047

Minority interest in Operating Partnership               2,727            11,724

Commitments and contingencies

Shareholders' equity:
Non-redeemable senior preferred shares, 11%
cumulative, $.01 par value, 2,500,000 shares
issued and outstanding                                      25                25
Common shares, par value $.01 per share,
120,000,000 shares authorized, 27,742,317 and
27,741,542 shares issued at December 31, 1999
and 1998, respectively                                     277               277
Additional paid-in capital                             316,421           314,252
Accumulated deficit                                  (176,220)         (150,385)
Net                                                    140,503           164,169
Less common shares held in treasury at cost;
1,534,398 shares at both December 31, 1999
and 1998                                              (14,652)          (14,652)
Net                                                    125,851           149,517
Net                                                $   875,208      $    869,288

</TABLE>

<TABLE>
<CAPTION>


CROWN AMERICAN REALTY TRUST
Consolidated Statements of Cash Flows

                                                        Year Ended December 31,
                                                          1999            1998
                                                             (in thousands)
<S>                                                     <C>            <C>
Cash flows from operating activities:
Net income (loss)                                      $   9,275     $   (8,639)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Minority interest in Operating Partnership               (1,734)         (8,363)
Equity earnings in joint venture                           (235)           (360)
Depreciation and amortization                             50,071          48,411
Restructuring costs                                        2,251
Gain on sale of assets                                   (1,290)
Extraordinary loss on early extinguishment of debt                        22,512
Cumulative effect of a change in accounting method                         1,703
Net changes in:
Tenant and other receivables                               1,571         (2,147)
Restricted cash and escrow deposits                        (125)           (768)
Deferred charges and other assets                        (1,583)         (9,393)
Accounts payable and other liabilities                   (1,262)          11,878
Net cash provided by operating activities                 56,939          54,834

Cash flows from investing activities:
Investment in income properties and related changes in  (53,654)        (64,223)
escrow deposits
Acquisition of enclosed malls, net of debt assumed                      (46,720)
Proceeds from sale of Middletown Mall                      3,361           8,148
Distributions from joint venture                             610
Net cash (used in) investing activities                 (49,683)       (102,795)

Cash flows from financing activities:
Net proceeds from exercise of stock options and                6             117
dividend
reinvestment plan
Proceeds from issuance of debt                            56,349         576,257
Cost of issuance of debt                                 (2,351)         (6,806)
Debt repayments                                         (17,350)       (476,108)
Dividends and distributions paid on common shares and   (29,474)        (29,063)
partnership units
Dividends paid on senior preferred shares               (13,750)        (13,750)
Purchase of common shares held in treasury                               (2,430)
Cash flow support payments                                 2,973           3,784
Net cash provided by (used in) financing activities      (3,597)          52,001

Net increase in cash and cash equivalents                  3,659           4,040

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

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

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

Non-cash financing activities:

Issuance of partnership units related to Middletown
Mall and Greater Lewistown acquisitions                $             $     4,479

Assumption of debt related to Greater Lewistown and
Crossroads acquisitions                                $             $    14,718


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