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 fiscal year                      Commission File Number 1-12278
ended December 31, 1999



                     URBAN SHOPPING CENTERS, INC.
        (Exact name of registrant as specified in its charter)


      Maryland                                    36-3886885
(State of incorporation)                       (I.R.S. Employer
                                               Identification No.)


900 North Michigan Avenue, Suite 1500
          Chicago, Illinois                          60611
(Address of principal executive offices)          (Zip Code)


Registrant's telephone number, including area code (312) 915-2000


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

                                             Name of each exchange on
Title of each class                          which registered
-------------------                          ------------------------
Common Stock, $.01 Par Value                 New York Stock Exchange
                                             Chicago Stock Exchange


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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes  [ X ]   No [  ]

Indicate 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  [   ]



<PAGE>


                         --------------------

As of March 24, 2000, aggregate market value of the registrant's Common
Stock held by non-affiliates of the registrant was approximately
$450,603,000, based upon the closing price ($28-5/8) on the New York Stock
Exchange composite tape on such date.

As of March 24, 2000, there were outstanding 17,651,318 shares of the
registrant's Common Stock and 407,935 shares of the registrant's Unit
Voting Common Stock.

Portions of the registrant's 1999 annual report to shareholders are
incorporated by reference into Parts I and II.  Portions of the proxy
statement for the registrant's annual shareholders meeting to be held on
May 11, 2000 are incorporated by reference into Part III.




<PAGE>


                        TABLE OF CONTENTS



                                                                  Page

PART I

Item  1.   Business . . . . . . . . . . . . . . . . . . . . . . .    1

Item  2.   Properties . . . . . . . . . . . . . . . . . . . . . .   10

Item  3.   Legal Proceedings. . . . . . . . . . . . . . . . . . .   20

Item  4.   Submission of Matters to a Vote of Security Holders. .   20


PART II

Item  5.   Market for Registrant's Common Equity and Related
           Stockholder Matters. . . . . . . . . . . . . . . . . .   20

Item  6.   Selected Financial Data. . . . . . . . . . . . . . . .   20

Item  7.   Management's Discussion and Analysis of Financial
           Condition and Results of Operations. . . . . . . . . .   20

Item 7A.   Quantitative and Qualitative Disclosures about
           Market Rate. . . . . . . . . . . . . . . . . . . . . .   21

Item  8.   Financial Statements and Supplementary Data. . . . . .   21

Item  9.   Changes in and Disagreements With Accountants on
           Accounting and Financial Disclosure. . . . . . . . . .   21


PART III

Item 10.   Directors and Executive Officers of
           the Registrant . . . . . . . . . . . . . . . . . . . .   21

Item 11.   Executive Compensation . . . . . . . . . . . . . . . .   21

Item 12.   Security Ownership of Certain Beneficial Owners
           and Management . . . . . . . . . . . . . . . . . . . .   21

Item 13.   Certain Relationships and Related Transactions . . . .   21


PART IV

Item 14.   Exhibits, Financial Statement Schedules,
           and Reports on Form 8-K. . . . . . . . . . . . . . . .   22


SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . .   28




<PAGE>


                                PART I

ITEM 1.  BUSINESS

     THE COMPANY

     Urban Shopping Centers, Inc. (the "Company") is in the business of
owning, acquiring, managing, leasing, developing and redeveloping
super-regional and regional malls located throughout the United States.
Substantially all of the Company's assets and interests in investment
properties (the "Properties") are held by, and substantially all of its
operations are conducted through, Urban Shopping Centers, L.P. (the
"Operating Partnership").

     On December 29, 1998, in connection with the Company's acquisition of
a 50% equity interest in Woodland Hills Mall, in Tulsa, Oklahoma, the
Company issued $25,000,000 in cumulative convertible redeemable preferred
stock ("Series B Preferred Stock") with a liquidation preference of $32.32
per share.  Quarterly dividends on the Series B Preferred Stock are equal
to the greater of (i) $0.525 per share or (ii) the quarterly dividend then
payable on the shares of common stock into which the Series B Preferred
Stock is convertible.  The Series B Preferred Stock is convertible into
common stock, at the option of the holder, at a conversion price of $32.32
per share (subject to antidilution adjustments).  After December 29, 2004,
the Series B Preferred Stock may be redeemed, at the option of the Company,
for cash at a redemption price of $32.32 per share.

     On November 13, 1997, in connection with the Company's acquisitions of
Fox Valley Center and Hawthorn Center, the Company issued $100,000,000 in
cumulative convertible redeemable preferred stock ("Series A Preferred
Stock") with a liquidation preference of $33.34 per share.  Quarterly
dividends on the Series A Preferred Stock are equal to the greater of (i)
$0.50 per share or (ii) the quarterly dividend then payable on the shares
of common stock into which the Series A Preferred Stock is convertible.
The Series A Preferred Stock is convertible into common stock, at the
option of the holder, at a conversion price of $33.34 per share (subject to
antidilution adjustments).  After November 13, 2003, the Series A Preferred
Stock may be redeemed, at the option of the Company, for cash at a
redemption price of $33.34 per share.

     As of December 31, 1999, the Company, which is the sole general
partner of the Operating Partnership, owns approximately 67% of the common
units ("Units") in the Operating Partnership.  JMB Realty Corporation ("JMB
Realty") and certain of its affiliates ("JMB Partners") and certain other
unaffiliated parties own limited partnership interests in the Operating
Partnership representing approximately 33% of the Units and also own
$28,000,000 of convertible preferred units and $40,000,000 and $85,000,000
of Series C Cumulative Redeemable Preferred Partnership Units and Series D
Cumulative Redeemable Preferred Partnership Units ("perpetual preferred
units"), respectively, (included in minority interest in the accompanying
consolidated balance sheets).  The convertible preferred units have a
liquidation preference of $27.50 per unit, a distribution rate of 7.0%, a
redemption price of $27.50 per unit and a conversion price of $27.50 per
unit to common units which in turn are convertible into common stock.
After December 18, 2003, the preferred units may be redeemed at the option
of the Company for cash or may be converted at the option of the holder
into common units.  Each Unit may be exchanged for one share of common
stock.  Of the $125,000,000 of perpetual preferred units, $40,000,000 have
a distribution rate of 9.125% and $85,000,000 have a distribution rate of
9.45%.  Five years after issuance, the perpetual preferred units may be
called by the Company at par.  The holders of the perpetual preferred units
may exchange them at any time after ten years for shares of a new series of
preferred stock of the Company.  In general, for financial reporting
purposes, the net profits and losses of the Operating Partnership after
preferred unit distributions are allocated to the general and limited
partners in accordance with their percentage ownership.  The Company
operates as a real estate investment trust ("REIT") for Federal income tax
purposes.



<PAGE>


     The Company has a preferred stock investment in Urban Retail
Properties Co. (the "Management Company") and is generally entitled to 95%
of the distributions, profits and losses from the Management Company's
management, leasing and development business and 5% of the net
distributions, profits and losses from certain land parcels owned by the
Management Company.

     THE REGIONAL MALL BUSINESS

     There are several types of retail shopping centers, varying primarily
by size and marketing strategy.  Retail shopping centers range from
neighborhood centers of generally less than 100,000 square feet of GLA
("community centers") to regional and super-regional shopping centers.
Retail shopping centers in excess of 400,000 square feet of GLA are
generally referred to as "regional" shopping centers, while those centers
having in excess of 800,000 square feet of GLA are generally referred to as
"super-regional" shopping centers.  In this report, the term "regional
malls" refers to both regional and super-regional shopping centers and the
term "Regional Malls" refers to the Company's eighteen operating regional
malls at December 31, 1999.  The term "Community Centers" refers to the
Company's five operating community centers and the term "Properties" refers
to the Regional Malls and the Community Centers.  The term "GLA" refers to
gross retail space, including anchors and mall tenant areas, and the term
"Mall GLA" refers to gross retail space, excluding anchors.  The term
"anchor" refers to a department store or other large retail store.  The
term "mall tenants" refers to stores (other than anchors) that are
typically specialty retailers and lease space in shopping centers.

     BUSINESS OF THE COMPANY

     A discussion of the business of the Company is hereby incorporated by
reference to the discussion appearing on pages 13 through 15 of the
Company's 1999 annual report to shareholders (the "Annual Report") under
the captions "To Our Shareholders."

     ANCHORS

     Regional malls (and many smaller centers) usually contain one or more
anchors.  Anchors, which include traditional department stores, general
merchandise stores, large fashion specialty stores, value oriented
specialty stores and discount stores, usually inventory a broad range of
products that appeal to many shoppers. Anchors are one of the most
important factors in differentiating among regional malls.

     Anchors either own their own stores and parking areas or lease their
stores from the owner of the mall. Although the rent and other charges paid
by anchors is usually much less (on a per square foot basis) than the rent
paid by tenants occupying Mall GLA, their presence typically attracts many
shoppers and enhances the value of a shopping center.

     Anchors in the Regional Malls occupy approximately 11.5 million square
feet of GLA (approximately 59.5% of total GLA of the Regional Malls) and
accounted for approximately 9.1% of total shopping center revenues of the
Regional Malls in 1999.  The table on the following page summarizes the
square footage owned and leased by anchors in the Regional Malls at
December 31, 1999:





<PAGE>


<TABLE>
<CAPTION>

                                                                   ANCHOR                       ANCHOR
                                      NUMBER         GLA            GLA                         PERCENT
                                        OF          OWNED          OWNED         TOTAL            OF
                                      ANCHOR         BY             BY          ANCHOR           TOTAL
PARENT/ANCHOR                         STORES       ANCHOR         COMPANY         GLA             GLA
--------------                        ------     ---------        -------     ----------        -------
<S>                                  <C>        <C>              <C>         <C>               <C>
FEDERATED DEPARTMENT
STORES
 Burdines . . . . . . . . . .             6        791,128          --           791,128           4.1%
 Macy's . . . . . . . . . . .             3        225,000        367,600        592,600           3.1%
 Bloomingdale's . . . . . . .             2          --           422,000        422,000           2.2%
 Goldsmith's. . . . . . . . .             1        180,000          --           180,000           0.9%
                                   --------      ---------      ---------     ----------       --------
    Total . . . . . . . . . .            12      1,196,128        789,600      1,985,728          10.3%

SEARS, ROEBUCK AND CO.
 Sears. . . . . . . . . . . .            10      1,638,506        246,877      1,885,383           9.7%

DAYTON HUDSON
CORPORATION
 Marshall Field's . . . . . .             5      1,277,002        288,802      1,565,804           8.1%

JCPENNEY CO.
 JCPenney . . . . . . . . . .            10      1,190,336        266,960      1,457,296           7.5%

DILLARD DEPARTMENT
STORES, INC.
 Dillard's. . . . . . . . . .             8      1,120,259        240,925      1,361,184           7.0%

THE MAY DEPARTMENT
STORES COMPANY
 Foley's. . . . . . . . . . .             2        312,820          --           312,820           1.6%
 Lord & Taylor. . . . . . . .             4          --           479,351        479,351           2.5%
 Robinsons-May. . . . . . . .             3          --           425,498        425,498           2.2%
                                   --------      ---------      ---------     ----------       --------
      Total . . . . . . . . .             9        312,820        904,849      1,217,669           6.3%

NORDSTROM
 Nordstrom. . . . . . . . . .             4        312,000        570,536        882,536           4.6%

SAKS
 Carson Pirie Scott . . . . .             2        219,003          --           219,003           1.1%
 Saks Fifth Avenue. . . . . .             3          --           381,635        381,635           2.0%
                                   --------      ---------      ---------     ----------       --------
                                          5        219,003        381,635        600,638           3.1%



<PAGE>


                                                                   ANCHOR                       ANCHOR
                                      NUMBER         GLA            GLA                         PERCENT
                                        OF          OWNED          OWNED         TOTAL            OF
                                      ANCHOR         BY             BY          ANCHOR           TOTAL
PARENT/ANCHOR                         STORES       ANCHOR         COMPANY         GLA             GLA
--------------                        ------     ---------        -------     ----------        -------

THE NEIMAN MARCUS GROUP
 Neiman Marcus. . . . . . . .             3          --           416,431        416,431           2.1%

MONTGOMERY WARD & CO.
 Montgomery Ward. . . . . . .             1          --           163,893        163,893           0.8%
                                   --------      ---------      ---------     ----------       --------

    Totals. . . . . . . . . .            67      7,266,054      4,270,508     11,536,562          59.5%
                                   ========      =========      =========     ==========       ========



</TABLE>


<PAGE>


     MAJOR TENANTS

     Non-anchor tenants owned by major national retail chains lease a
considerable amount of space in the Regional Malls.  In addition to
enhancing a regional mall's popularity with shoppers, tenants affiliated
with national chains help regional malls lease space by attracting many
local and regional tenants.

     Ten major national retail chains which had stores open and operating
at December 31, 1999 accounted for 26.4% of the Mall GLA in the Regional
Malls at December 31, 1999 and 24.8% of 1999 minimum rent of the Regional
Malls.  The largest of these chains, in terms of square footage and rent
received, is The Limited, which, through all of its subsidiaries, accounted
for 9.1% of the Mall GLA in the Regional Malls at December 31, 1999 and
7.5% of 1999 minimum rent of the Regional Malls.  No other chain accounted
for more than 4.0% of the Mall GLA in the Regional Malls at December 31,
1999 or 4.2% of 1999 minimum rent of the Regional Malls.

     The following table summarizes the square feet leased by the ten major
national retail chains in the Regional Malls at December 31, 1999:





<PAGE>


<TABLE>

<CAPTION>

                                                                                    COMPANY'S
                                               TOTAL                              PRO RATA SHARE
                             ----------------------------------------    ----------------------------
                                                              PERCENT                         PERCENT
                               NUMBER                           OF                              OF
                                 OF           STORE             MALL          STORE            MALL
PARENT/STORE                   STORES          GLA              GLA            GLA             GLA
------------                   ------       ---------         -------       ---------         -------
<S>                           <C>          <C>               <C>            <C>              <C>
THE LIMITED
 Express. . . . . . .              17         227,732            2.9%         190,457            3.0%
 Lane Bryant. . . . .              12          83,382            1.1%          68,225            1.1%
 Lerner . . . . . . .              12         120,923            1.5%          96,259            1.5%
 The Limited. . . . .              16         198,611            2.5%         162,291            2.5%
 Structure. . . . . .              13          83,710            1.1%          62,852            1.0%
                             --------      ----------        --------      ----------        --------

        Total . . . .              70         714,358             9.1%        580,084            9.1%

THE GAP
 Banana Republic. . .              12          84,847            1.1%          69,802            1.1%
 Baby Gap . . . . . .               3           6,767            0.1%           4,651            0.1%
 The Gap. . . . . . .              12          93,543            1.2%          59,709            0.9%
 Gap & GapKids. . . .               6          60,172            0.7%          58,583            0.9%
 GapKids. . . . . . .               9          37,872            0.5%          28,643            0.5%
 Old Navy . . . . . .               2          33,658            0.4%          15,147            0.2%
                             --------      ----------        --------      ----------        --------
        Total . . . .              44         316,859            4.0%         236,535            3.7%

VENATOR GROUP
 Champs Sports. . . .              10          52,732            0.7%          37,637            0.6%
 Foot Locker. . . . .              14          70,986            0.9%          57,289            0.9%
 Kids Foot Locker . .               7          13,170            0.2%           8,055            0.1%
 Lady Foot Locker . .              10          21,511            0.3%          15,316            0.2%
 Northern Reflections               3           9,118            0.1%           9,118            0.2%
 San Francisco
   Music Box Company.               7           7,628            0.1%           4,717            0.1%
                             --------      ----------        --------      ----------        --------
        Total . . . .              51         175,145            2.3%         132,132            2.1%



<PAGE>


                                                                                    COMPANY'S
                                               TOTAL                              PRO RATA SHARE
                             ----------------------------------------    ----------------------------
                                                              PERCENT                         PERCENT
                               NUMBER                           OF                              OF
                                 OF           STORE             MALL          STORE            MALL
PARENT/STORE                   STORES          GLA              GLA            GLA             GLA
------------                   ------       ---------         -------       ---------         -------

ABERCROMBIE & FITCH
 Abercrombie & Fitch.              13         149,711            1.9%         123,268            1.9%
 abercrombie. . . . .               1           4,517            0.1%           4,517            0.1%
                             --------      ----------        --------      ----------        --------
        Total . . . .              14         154,228            2.0%         127,785            2.0%

INTIMATE BRANDS
 Bath & Body Works. .               7          21,512            0.3%          17,588            0.3%
 Victoria's Secret. .              18         129,609            1.6%          98,837            1.5%
                             --------      ----------        --------      ----------        --------
        Total . . . .              25         151,121            1.9%         116,425            1.8%

SPIEGEL
 Eddie Bauer. . . . .              13         133,681            1.7%         119,682            1.9%
 Eddie Bauer Home . .               1           5,190            0.1%           2,595            0.0%
                             --------      ----------        --------      ----------        --------
        Total . . . .              14         138,871            1.8%         122,277            1.9%

BARNES & NOBLE
 B. Dalton. . . . . .               4          22,993            0.3%          12,890            0.2%
 Babbages . . . . . .               5           8,857            0.1%           7,383            0.1%
 Barnes & Noble . . .               3          82,693            1.1%          82,693            1.3%
 Software Etc . . . .               2           2,873            0.0%           2,060            0.0%
                             --------      ----------        --------      ----------        --------
        Total . . . .              14         117,416            1.5%         105,026            1.6%

CRATE & BARREL
 Crate & Barrel . . .               7         114,536            1.4%         104,171            1.6%

WILLIAMS-SONOMA
 Hold Everything. . .               1           3,065            0.0%           3,065            0.0%
 Pottery Barn . . . .               5          66,470            0.9%          66,470            1.1%
 Williams Sonoma. . .               6          29,853            0.4%          22,861            0.4%
                             --------      ----------        --------      ----------        --------
        Total . . . .              12          99,388            1.3%          92,396            1.5%



<PAGE>


                                                                                    COMPANY'S
                                               TOTAL                              PRO RATA SHARE
                             ----------------------------------------    ----------------------------
                                                              PERCENT                         PERCENT
                               NUMBER                           OF                              OF
                                 OF           STORE             MALL          STORE            MALL
PARENT/STORE                   STORES          GLA              GLA            GLA             GLA
------------                   ------       ---------         -------       ---------         -------

CASUAL CORNER GROUP
 Casual Corner. . . .              13          68,084            0.9%          54,807            0.9%
 Petite Sophisticate.               7          19,940            0.2%          15,077            0.2%
                             --------      ----------        --------      ----------        --------
        Total . . . .              20          88,024            1.1%          69,884            1.1%
                             --------      ----------        --------      ----------        --------
Totals. . . . . . . .             271       2,069,946           26.4%       1,686,715           26.4%
                             ========      ==========        ========      ==========        ========




</TABLE>


<PAGE>


     ENVIRONMENTAL MATTERS

     The Properties have been subjected to varying degrees of environmental
assessment.  Where formal environmental studies have been performed, the
purpose of such studies has been to identify existing or potential
environmental hazards and to seek cost effective remedies.  All of the
Properties have been the subject of Phase I environmental assessments, each
of which either was conducted or updated since 1989.  None of the
environmental assessments has revealed, nor is the Company aware of, any
environmental liability (including asbestos-related liability) that the
Company believes would have a material adverse effect on the Company's
business, assets or results of operations. However, no assurances can be
given that environmental liabilities will not arise in the future that
could have a material adverse impact on the financial condition or
operations of the Company.  There can be no assurance that there are no
existing conditions on the Properties which have not been identified by the
limited environmental assessments which have been conducted to date.

     EMPLOYEES

     At December 31, 1999, the Company, the Operating Partnership and the
Management Company employed a total of 2,172 persons. The Management
Company employs substantially all of the professional employees that are
currently engaged in the management, leasing and development businesses,
and certain of the professionals engaged in asset management and
administration.

     COMPETITION

     All of the Properties are located in developed retail and commercial
areas.  There may be other neighborhood and community shopping centers
within a five-mile radius of each of the Community Centers.  In addition,
with respect to most of the Regional Malls, there are one or more regional
malls within a fifteen-mile radius.  Certain of the Regional Malls are
located near, and may compete with, certain regional malls owned by third
parties and managed by the Management Company or owned by JMB Partners and
certain other parties or their affiliates; in addition, certain retailers
are contractually restricted from operating at competing malls.

     INFLATION

     Inflation has remained relatively low during the past three years and
has not had a significant impact on the Company. Substantially all of the
tenants' leases contain provisions designed to protect the Company from the
impact of inflation. Such provisions include clauses enabling the Company
to receive percentage rentals based on tenants' gross sales, which
generally increase as prices rise, and/or escalation clauses, which
generally increase rental rates periodically during the terms of the
leases.  In addition, certain of the leases are for terms of less than 10
years which may enable the Company to replace existing leases with new
leases at higher base and/or percentage rentals if rents of the existing
leases are below then-existing market rates.  Substantially all of the
leases require the tenants to pay their share of operating expenses,
including common area maintenance, real estate taxes and insurance, thereby
reducing the Company's exposure to increases in costs and operating
expenses resulting from inflation.  However, inflation may have a negative
impact on some of the Company's other operating expenses.  Interest and
general and administrative expenses may be adversely affected by inflation
as these specified costs could increase at a rate higher than rents.  Also,
for tenant leases with stated periodic rent increases, inflation may have a
negative effect as the stated rent increases in these leases could be lower
than the increase in inflation at any given time.





<PAGE>


<TABLE>
ITEM 2.  PROPERTIES

     The following table sets forth certain information relating to the Properties at December 31, 1999.

<CAPTION>
                                                                              OWNERSHIP
                                                                               BY THE
                                                                               COMPANY          FEE,
                                                                                 AND           GROUND
                                                                  YEAR        OPERATING        OR AIR
  PROPERTY/                                   TOTAL GLA/         OPENED/      PARTNER-         RIGHTS
LOCATION(1)(2)          ANCHORS              MALL GLA (3)       EXPANDED        SHIP            LEASE
--------------          -------              ------------       --------      ---------       --------
<S>                     <C>                 <C>                <C>           <C>             <C>
REGIONAL MALLS:

OAKBROOK CENTER         Lord & Taylor          2,010,406/          1962/         100.0%         Ground
Oak Brook, IL           Marshall Field's          824,828          1973,                      Lease(4)
(Chicago                Neiman Marcus                              1981,
metropolitan            Nordstrom                                  1987,
area)                   Saks Fifth                                 1991
                          Avenue
                        Sears

OLD ORCHARD             Bloomingdale's         1,711,821/          1956/         100.0%            Fee
CENTER                  Lord & Taylor             648,104          1994
Skokie, IL              Marshall Field's
(Chicago                Nordstrom
metropolitan            Saks Fifth Avenue
area)

HOUSTON GALLERIA (5)    Lord & Taylor          1,595,201/          1970/         66.67%            Fee
Houston, TX             Macy's                    841,585          1977,
                        Neiman Marcus                              1986
                        Saks Fifth Avenue

FOX VALLEY              Carson Pirie Scott     1,417,130/          1975/         100.0%            Fee
CENTER                  JCPenney                  548,645          1988,
Aurora, IL              Marshall Field's                           1996
(Chicago                Sears
metropolitan
area)

THE STREETS AT          Belk                   1,388,000/      Scheduled         100.0%            Fee
SOUTHPOINT (6)          Hecht's                   611,000        March
Durham, NC              JCPenney                                 2002
                        Nordstrom
                        Sears




<PAGE>


                                                                              OWNERSHIP
                                                                               BY THE
                                                                               COMPANY          FEE,
                                                                                 AND           GROUND
                                                                  YEAR        OPERATING        OR AIR
  PROPERTY/                                   TOTAL GLA/         OPENED/      PARTNER-         RIGHTS
LOCATION(1)(2)          ANCHORS              MALL GLA (3)       EXPANDED        SHIP            LEASE
--------------          -------              ------------       --------      ---------       --------

HAWTHORN                Carson Pirie Scott     1,233,761/          1972/         100.0%            Fee
CENTER                  JCPenney                  504,380          1989,
Vernon Hills, IL        Marshall Field's                           1994,
(Chicago                Sears                                      1997
metropolitan
area)

MAINPLACE               Macy's                 1,116,385/          1987/         100.0%          Fee
Santa Ana, CA           Nordstrom                 455,885          1991
(Los Angeles/           Robinsons-May
Orange County           (2 stores)
metropolitan
area)

GALLERIA AT             JCPenney               1,100,000/      Scheduled         100.0%          Fee
ROSEVILLE (7)           Macy's                    472,000        August
Roseville, CA           Nordstrom                                 2000
(Sacramento             Sears
metropolitan
area)

CITRUS PARK             Burdines               1,099,420/          1999          100.0%          Fee
TOWN CENTER (8)         Dillard's                 453,826
Tampa, FL               JCPenney
                        Sears

WOODLAND HILLS          Dillard's              1,093,326/          1976/          50.0%          Fee
MALL                    Foley's                   383,879          1992,
Tulsa, OK               JCPenney                                   1995
                        Sears

WOLFCHASE               Dillard's              1,086,622/          1997          100.0%          Fee
GALLERIA                Goldsmith's               389,286
Memphis, TN             JCPenney
                        Sears

PENN SQUARE             Dillard's              1,074,816/          1960/         100.0%       Ground
MALL                    Foley's                   384,998          1981,                      Lease(9)
Oklahoma City,          JCPenney                                   1988,
OK                      Montgomery Ward                            1995




<PAGE>


                                                                              OWNERSHIP
                                                                               BY THE
                                                                               COMPANY          FEE,
                                                                                 AND           GROUND
                                                                  YEAR        OPERATING        OR AIR
  PROPERTY/                                   TOTAL GLA/         OPENED/      PARTNER-         RIGHTS
LOCATION(1)(2)          ANCHORS              MALL GLA (3)       EXPANDED        SHIP            LEASE
--------------          -------              ------------       --------      ---------       --------

BRANDON                 Burdines                 980,431/          1995          100.0%          Fee
TOWNCENTER              Dillard's                 360,716
Brandon, FL             JCPenney
(Tampa                  Sears
metropolitan
area)

MIAMI                   Burdines                 973,280/          1982/          40.0%          Fee
INTERNATIONAL           (2 stores)                289,972          1992
MALL                    Dillard's
Miami, FL               JCPenney
                        Sears

CORAL SQUARE            Burdines                 941,473/          1984/          50.0%          Fee
MALL                    (2 stores)                293,329          1989
Coral Springs,          Dillard's
FL                      JCPenney
(Miami/Fort             Sears
Lauderdale
metropolitan
area)

CENTURY CITY            Bloomingdale's           781,350/          1963/           100%          Fee
SHOPPING CENTER (10)    Macy's                    424,350          1985,
Los Angeles, CA                                                    1987

WATER TOWER             Lord & Taylor            727,497/          1976/          55.0%          Fee
PLACE                   Marshall Field's          311,825          1983,
Chicago, IL                                                        1991

VALENCIA                JCPenney                 675,405/          1992           25.0%       Ground
TOWN CENTER             Robinsons-May             282,486                          (11)      Lease(12)
Valencia, CA            Sears
(Los Angeles
metropolitan
area)




<PAGE>


                                                                              OWNERSHIP
                                                                               BY THE
                                                                               COMPANY          FEE,
                                                                                 AND           GROUND
                                                                  YEAR        OPERATING        OR AIR
  PROPERTY/                                   TOTAL GLA/         OPENED/      PARTNER-         RIGHTS
LOCATION(1)(2)          ANCHORS              MALL GLA (3)       EXPANDED        SHIP            LEASE
--------------          -------              ------------       --------      ---------       --------

SAN FRANCISCO           Nordstrom                495,280/           1988          50.0%       Ground
SHOPPING                                          183,280                                    Lease(13)
CENTRE
San Francisco, CA

COPLEY PLACE            Neiman Marcus            368,681/           1984         33.33%        Air
Boston, MA                                        264,349                                     Rights
                                                                                             Lease(14)
                                             ------------
TOTAL REGIONAL MALLS    20                    21,870,285/
                                                8,928,723
                                             ------------

COMMUNITY
CENTERS:

THE PLAZA AT CITRUS PARKBed Bath & Beyond        349,644/       1999(15)         100.0%          Fee
Tampa, FL               Best Buy                   73,250
                        JoAnn's Etc.
                        Pets Mart
                        Ross Dress for Less
                        Sports Authority

THE PLAZA AT            Ross Dress for Less
BRANDON                 Service                  243,035/           1994         100.0%          Fee
TOWNCENTER                Merchandise              89,185
Brandon, FL             Target
(Tampa
metropolitan
area)

SERVICE                 Circuit City             192,956/          1988/         100.0%          Fee
MERCHANDISE             Office Depot               76,761          1997
PLAZA
Columbus, OH



<PAGE>


                                                                              OWNERSHIP
                                                                               BY THE
                                                                               COMPANY          FEE,
                                                                                 AND           GROUND
                                                                  YEAR        OPERATING        OR AIR
  PROPERTY/                                   TOTAL GLA/         OPENED/      PARTNER-         RIGHTS
LOCATION(1)(2)          ANCHORS              MALL GLA (3)       EXPANDED        SHIP            LEASE
--------------          -------              ------------       --------      ---------       --------

NEW YORK                Kohl's                   115,685/           1989         100.0%          Fee
SQUARE                  OfficeMax                  16,760
Aurora, IL
(Chicago
metropolitan
area)

WESTHEIMER TRIANGLE     Firestone                103,929/           1973         66.67%          Fee
Houston, TX (16)                                   35,109
                                            -------------

TOTAL COMMUNITY CENTERS 5                      1,005,249/
                                                  291,065
                                            -------------

TOTAL PROPERTIES        25                    22,875,534/
                                                9,219,788
                                            =============

<FN>
-----------------------

(1)  In those cases where a Property's location is identified with a larger metropolitan area, the metropolitan area
is identified in parentheses.

(2)  Reference is made to Notes 4 and 6 of Notes to Consolidated Financial Statements and to "Management's
Discussion and Analysis of Financial Condition and Results of Operations" included in the Annual Report which are
hereby incorporated by reference and to the Schedule III filed with this report for the current outstanding principal
balance and a description of the long-term mortgage indebtedness secured by the Company's investment properties.

(3)  Excludes office components of Water Tower Place (93,841 square feet), Oakbrook Center (239,999 square feet),
Old Orchard Center (59,366 square feet) and Copley Place (845,323).  Excludes outparcel components of Brandon
TownCenter (Bed Bath & Beyond - 40,000 square feet), Wolfchase Galleria (Bed Bath & Beyond - 40,000 square feet), Fox
Valley Center (Health Club - 15,262 square feet), Hawthorn Center (Health Club - 20,150 square feet), and Houston
Galleria (Health Club - 105,450 square feet).

(4)  The Oakbrook Center ground lease expires in December 2040 and provides for renewal options for an additional 49
years as more fully discussed below.




<PAGE>


(5)  On November 15, 1999, the Company, through a partnership in which it owns a two-thirds interest, acquired the
retail component of Houston Galleria.  See Note 3 of Notes to Consolidated Financial Statements in the Annual Report
which is hereby incorporated by reference.

(6)  The Streets at Southpoint is currently under construction and scheduled to open in early March 2002.

(7)  Galleria at Roseville is currently under construction and scheduled to open on August 25, 2000.

(8)  Citrus Park Town Center opened on March 3, 1999.

(9)  A substantial portion of Penn Square Mall is on land subject to a ground lease expiring in 2060.  See Note 7 of
Notes to Consolidated Financial Statements in the Annual Report which is hereby incorporated by reference.

(10) On June 10, 1999, the Company acquired Century City Shopping Center.  See Note 3 of Notes to Consolidated
Financial Statements in the Annual Report which is hereby incorporated by reference.

(11) Subordinated to unaffiliated venture partner's return of capital plus a return thereon.

(12) The Valencia Town Center ground lease expires in December 2022. The partnership (in which the Operating
Partnership is a limited partner) has an option to purchase the fee interest at any time at a predetermined price.

(13) The San Francisco Shopping Centre ground lease expires in June 2043 and provides for one 15-year renewal
option.

(14) Copley Place is subject to an air rights lease expiring in December 2077.

(15) Phase I of The Plaza at Citrus Park opened in the fall of 1999.  The remaining phases of the center are
scheduled to open in summer and fall of 2000.

(16) On November 15, 1999, the Company, through a partnership in which it owns a two-thirds interest, acquired
Westheimer Triangle.


</TABLE>


<PAGE>


     The following two tables set forth certain rental information with
respect to the Company's operating properties (including the Company's
unconsolidated investment properties):

     CONTRACTUAL STEPS

     In certain cases, tenant leases contain provisions for periodic
increases in the minimum rental rate.  These increases do not necessarily
result in increased funds available for distribution of a corresponding
amount.  The amount of the increase is mitigated by possible changes in a
tenant's percentage rent breakpoint or amount, lease expirations and
terminations and the Company's ownership interest in a property. The table
below shows contractual rent steps for the years 2000 through 2004 for the
Properties in total and for the Company's pro rata share of the Properties
(based on the Company's percentage ownership in each property):


CONTRACTUAL STEPS                                       COMPANY'S
(in thousands of dollars)              TOTAL          PRO RATA SHARE
-------------------------             -------         --------------

       2000 . . . . . . . . . . . .   $ 3,348             $ 2,392
       2001 . . . . . . . . . . . .     2,925               2,190
       2002 . . . . . . . . . . . .     3,307               2,658
       2003 . . . . . . . . . . . .     2,334               1,949
       2004 . . . . . . . . . . . .     2,077               1,583


     LEASE EXPIRATIONS

     The table below shows the square footage of lease expirations and the
average rent per square foot of the expirations for the Company's retail
tenants (excluding anchors, movie theaters and temporary tenants) for the
years 2000 through 2004 for the Properties in total and for the Company's
pro rata share of the Properties (based on the Company's percentage
ownership in each property):

                       TOTAL              COMPANY'S PRO RATA SHARE
           ---------------------------   ---------------------------
            EXPIRATIONS      AVERAGE      EXPIRATIONS      AVERAGE
YEAR          (S.F.)         RENT/S.F.      (S.F.)         RENT/S.F.
----        -----------     ----------    -----------     ----------

2000. . . . .   332,077      $   29.09        249,422      $   28.49
2001. . . . .   367,406          34.13        285,065          33.37
2002. . . . .   425,072          34.92        282,190          33.90
2003. . . . .   507,567          33.14        394,067          32.63
2004. . . . .   549,345          35.36        446,304          33.61



<PAGE>


<TABLE>

     FINANCIAL INFORMATION

     The table below shows diluted funds from operations (FFO) and diluted funds available for distribution (FAD) for
the Company for the last five years, 1995 through 1999:

($000's omitted, except share
and per share amounts)

<CAPTION>
                                                              YEARS ENDED DECEMBER 31,
                                         -----------------------------------------------------------------
                                               1999         1998         1997         1996         1995
                                            ----------   ----------   ----------   ----------   ----------
<S>                                        <C>          <C>          <C>          <C>          <C>

Diluted FFO . . . . . . . . . . . . . . .   $  106,326   $   91,972   $   73,596   $   54,063   $   50,285
                                            ==========   ==========   ==========   ==========   ==========

Diluted FAD . . . . . . . . . . . . . . .   $  108,073   $   92,301   $   72,330   $   52,786   $   46,697
                                            ==========   ==========   ==========   ==========   ==========

Weighted-average diluted shares
  and units outstanding . . . . . . . . .   32,124,711   30,952,162   27,100,075   21,549,568   21,050,426
                                            ==========   ==========   ==========   ==========   ==========

Diluted FFO/share and unit. . . . . . . .   $     3.31   $     2.97   $     2.72   $     2.51   $     2.39
                                            ==========   ==========   ==========   ==========   ==========

Diluted FAD/share and unit. . . . . . . .   $     3.36   $     2.98   $     2.67   $     2.45   $     2.22
                                            ==========   ==========   ==========   ==========   ==========
<FN>

     Diluted FFO and diluted FAD should not be considered as an alternative to net income or any other GAAP
measurement of performance as an indicator of operating performance or as an alternative to cash flows from
operating, investing or financing activities as a measure of liquidity.

</TABLE>


<PAGE>


<TABLE>

     The table below shows diluted funds from operations (FFO) and diluted funds available for distribution (FAD) for
the Company on a quarterly basis for 1998 and 1999:

($000's omitted, except share
and per share amounts)
<CAPTION>
                                                        QUARTERS ENDED
               -------------------------------------------------------------------------------------------
                    12/31/99    9/30/99    6/30/99    3/31/99   12/31/98    9/30/98    6/30/98    3/31/98
                   ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>               <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>

Diluted FFO . . . .$   33,302 $   26,541 $   24,359 $   22,124 $   28,849 $   22,018 $   22,396 $   18,709
                   ========== ========== ========== ========== ========== ========== ========== ==========

Diluted FAD . . . .$   33,219 $   26,754 $   25,737 $   22,363 $   27,724 $   22,177 $   22,539 $   19,861
                   ========== ========== ========== ========== ========== ========== ========== ==========

Weighted - average
 diluted shares
 and units
 outstanding. . . .32,066,218 32,162,429 32,071,673 31,980,768 30,999,063 30,920,809 30,913,029 30,885,331
                   ========== ========== ========== ========== ========== ========== ========== ==========

Diluted FFO/
 share and unit . .$     1.04 $      .83 $      .76 $      .69 $     0.93 $     0.71 $     0.72 $     0.61
                   ========== ========== ========== ========== ========== ========== ========== ==========

Diluted FAD/
 share and unit . .$     1.04 $      .83 $      .80 $      .70 $     0.89 $     0.72 $     0.73 $     0.64
                   ========== ========== ========== ========== ========== ========== ========== ==========

</TABLE>


<PAGE>


     OAKBROOK CENTER GROUND LEASE

     The following is a description of the Oakbrook Center ground lease.

     On December 31, 1990, Oak Brook Urban Venture (a consolidated venture)
sold the land underlying Oakbrook Center for $75,000,000 ("ground
sale-leaseback proceeds" or "Lessor Base Amount") and leased it back for a
period of 50 years with options to renew for an additional 49 years.  For
financial reporting purposes, the ground sale-leaseback proceeds were
accounted for as a financing transaction.  Minimum annual rent to the
ground lessor accrues at 5% of the Lessor Base Amount, a portion of which
may be deferred based on available cash flow (as defined) from Oakbrook
Center. Deferred amounts accrue interest at 5% per annum.  In each of the
years 1999, 1998 and 1997, Oak Brook Urban Venture reported rent expense of
$3,750,000 of which payments of $2,150,000 has been deferred in 1999 and
1998, and $2,350,000 has been deferred in 1997.  Interest has been accrued
and deferred of approximately $1,308,000, $1,143,000 and $982,000 for 1999,
1998 and 1997, respectively, on the deferred balance.  The total deferred
interest and ground lease rent included in the accompanying consolidated
balance sheet at December 31, 1999 is approximately $28,442,000.

     The Oakbrook Ground Lease was amended, effective upon closing of the
Company's initial public offering, to escalate the minimum annual payment
from $1,200,000 to $1,800,000 for the period 1994 to 2000.  Payment of the
portion of the annual rent of $3,750,000 in excess of the minimum annual
payment is deferred to the extent that the rental income is inadequate to
(i) pay all expenses (including debt service), (ii) provide an amount equal
to the excess of 5.5% of gross revenues over property management fees
actually paid to the property manager (currently 2.5% of gross revenues)
and (iii) allow the lessee to recover a 10% yield on its investment (as
defined) in Oakbrook Center (cumulative from the date of the amendment,
subject to certain limitations).  So long as the lessee has recouped such
10% yield, the rental income in excess of expenses (including debt service
and minimum annual rental) is used to pay the deferred annual rental plus
yield thereon of 5%.  Excess rental income remaining after payment of the
deferred annual rental plus the 5% yield will be used as follows: (i) the
lessee is entitled to retain $1,250,000 per annum cumulative plus a yield
thereon of 5% per annum and (ii) 50% of any remaining amount of rental
income will be paid to the lessor as participating rent and 50% will be
retained by the lessee.

     No participating rent is owing upon the sale of the lessee's interest
in the Oakbrook Ground Lease, unless the lessee elects to cause the ground
lessor to join in the sale.  If the lessee desires to sell its leasehold
interest, the ground lessor has a right of first refusal and (if it does
not elect to exercise the right of first refusal and purchase the lessee's
interest) a right to approve (in its reasonable discretion) the transferee.
If the lessee elects to cause the ground lessor to join in the sale, the
combined net proceeds (after payment of the debt) would be divided between
the ground lessor and lessee as follows: (i) the lessee would first be
entitled to recoup its investment (as defined) in the project, plus any
shortfalls in the 10% yield thereon (subject to certain limitations); (ii)
next, the ground lessor would be entitled to any deferred annual rental
plus a yield thereon of 5% per annum; (iii) next, the ground lessor would
be entitled to $75,000,000; (iv) next, the lessee would be entitled to
$25,000,000 plus any shortfalls in its 5% yield thereon (although the
amount described in this sentence may instead have to be paid over to the
ground lessor, to the extent that the ground lessor has not otherwise
received from all rent and its share of sale proceeds $75,000,000 plus a
10% internal rate of return thereon from the commencement of the term of
the ground lease, subject to a limitation based on what would be owing on
the 10% internal rate of return if calculated as of the 50th anniversary of
the lease); and (v) the balance is split 50% to the ground lessor and 50%
to the lessee.



<PAGE>


     Pursuant to the Oakbrook Ground Lease, the lessor has the option,
commencing seventeen years (fourteen years under certain circumstances)
after the amendment of the Oakbrook Ground Lease, to put the property to
the lessee for cash or, at the option of the Company, Units or shares of
Common Stock, at a price based, in general, upon the ground rent for the
twelve calendar month period preceding the exercise of the put.  In
calculating the price of the ground lease, the ground rent, as adjusted, is
capitalized at a rate not lower than 50 basis points (.5%) over the
dividend rate of the Company for twelve calendar months preceding the
exercise of the option (using the average price per share during the
twelve-month period).  Several adjustments are made in calculating the
application of the cash flow to ground rent for purposes of the put,
including the following: (i) the ground lessor will be limited, as to rent
deferred from prior years, to 5% of the balance thereof, (ii) the lessee
will be limited to 10% of its investment and 10% of the cumulatively
deferred yield (instead of the full deferred amount), subject to various
limitations, (iii) as to the $1,250,000 per annum described above, the
lessee will be limited to $1,250,000 for the current year plus 5% of the
balance owing for previous years and (iv) capital expenditures and
principal amortization are excluded from the expenses used in calculating
the cash flow for purposes of determining the ground rent to capitalize.

ITEM 3.  LEGAL PROCEEDINGS

     The Company and its subsidiaries are not subject to any pending
material legal proceedings.  The Company and its subsidiaries are parties
to a variety of legal proceedings arising in the ordinary course of their
business.  It is management's opinion that the ultimate resolution of these
matters will not have a material adverse impact on the financial condition,
results of operations or liquidity of the Company.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to the Company's shareholders during
the fourth quarter of 1999.


                                PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

     The information required by this item is hereby incorporated by
reference to the material appearing on pages 39 and 40 of the Annual Report
under the captions "Quarterly Financial Summary" and "Shareholder
Information."


ITEM 6.  SELECTED FINANCIAL DATA

     The information required by this item is hereby incorporated by
reference to the data appearing on page 39 of the Annual Report under the
caption "Selected Financial Data."


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

     The information required by this item is hereby incorporated by
reference to the material appearing on pages 18 through 24 of the Annual
Report under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations."




<PAGE>


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The information required by this item is hereby incorporated by
reference to the material appearing on page 23 of the Annual Report under
the caption "Financial Market Risk Disclosure."


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information required by this item is hereby incorporated by
reference to the "Consolidated Balance Sheets," "Consolidated Statements of
Operations," "Consolidated Statements of Stockholders' Equity,"
"Consolidated Statements of Cash Flows," "Notes to Consolidated Financial
Statements," "Independent Auditors' Report" and "Quarterly Financial
Summary" appearing in the Annual Report on pages 25 through 39.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     None.



                               PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this item is hereby incorporated by
reference to the material appearing on pages 2 through 5 of the Company's
definitive proxy statement for the annual meeting of shareholders to be
held on May 11, 2000 (the "Proxy Statement"), under the captions "Election
of Directors" and "Management - Directors and Executive Officers" and on
page 17 of the Proxy Statement under the caption "Section 16(A) Beneficial
Ownership Reporting Compliance."


ITEM 11.  EXECUTIVE COMPENSATION

     The information required by this item is hereby incorporated by
reference to the material appearing on pages 6 through 12 of the Proxy
Statement under the captions "Executive Compensation - Summary Compensation
Table," " - Option Grants in 1999," " - Aggregated Option Exercises in 1999
and Year-End Option Values," " - Option Plan," " - Incentive Unit and
Incentive Stock Programs," " - Incentive Compensation," " - 401 (k) Plan,"
" - Core Retirement Award Program," " - Deferred Cash Compensation Plan," "
- Compensation of Directors," " - Employment Contracts, Termination of
Employment and Change-in-Control Arrangements," " - Compensation Committee
Interlocks and Insider Participation" and " - Executive Compensation
Committee Report on Executive Compensation."


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item is hereby incorporated by
reference to the material appearing on pages 15 through 17 of the Proxy
Statement under the caption "Security Ownership."


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   The information required by this item is hereby incorporated by
reference to the material appearing on page 14 of the Proxy Statement under
the caption "Certain Relationships and Related Transactions."




<PAGE>


                                PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          FORM 8-K

     (a)   The following documents are filed as part of this report:

           (1)   Financial Statements

                 The consolidated balance sheets as of December 31, 1999
and 1998 and the consolidated statements of operations, stockholders'
equity and cash flows for each of the years ended December 31, 1999, 1998
and 1997 together with related notes and the independent auditors' report
dated February 4, 2000, appearing on pages 25 through 38 of the 1999 annual
report to shareholders, which is filed as Exhibit 13.1 to this report.

           (2)   Financial Statement Schedule and Independent Auditors'
Report

                 Title                                  Schedule
                 -----                                  ---------

                 Consolidated Real Estate and
                 Accumulated Depreciation                 III

                 The independent auditors' report with respect to the
financial statement schedule is on page 23.

           (3)   Exhibits

                 See Exhibit Index, which is hereby incorporated herein by
reference.

     (b)   The following reports on Form 8-K were filed during the fourth
quarter of 1999.

                 (1)  The Registrant's report on Form 8-K (describing the
contract to acquire Houston Galleria) was filed on October 4, 1999 as an
Item 5.  Other Events filing.

                 (2)  The Registrant's report on Form 8-K (describing the
acquisition of Houston Galleria) was filed on November 30, 1999 as an Item
2.  Acquisition of Assets filing.







<PAGE>







                     INDEPENDENT AUDITORS' REPORT



The Board of Directors and Shareholders
Urban Shopping Centers, Inc.:


Under date of February 4, 2000, we reported on the consolidated balance
sheets of Urban Shopping Centers, Inc. and consolidated partnerships (the
Company) as of December 31, 1999 and 1998, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of
the years in the three-year period ended December 31, 1999, as contained in
the 1999 annual report to shareholders.  These consolidated financial
statements and our report thereon are incorporated by reference in the
annual report on Form 10-K for the year 1999.  In connection with our
audits of the aforementioned consolidated financial statements, we also
audited the related financial statement schedule as listed in Part IV,
Item 14(a)(2).  This financial statement schedule is the responsibility of
the Company's management.  Our responsibility is to express an opinion on
this financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth
therein.







                                           KPMG LLP




Chicago, Illinois
February 4, 2000




<PAGE>


<TABLE>

                                                                                             SCHEDULE III


                                         URBAN SHOPPING CENTERS, INC.

                             Consolidated Real Estate and Accumulated Depreciation
                                               December 31, 1999
                                               ($000's omitted)
<CAPTION>
                                                          COSTS
                                                        SUBSEQUENT
                                 INITIAL COST TO            TO             GROSS AMOUNT AT WHICH CARRIED
                                   THE COMPANY          ACQUISITION            AT CLOSE OF PERIOD (B)
                            -------------------------- -------------  --------------------------------------
                                                        LAND AND
                             LAND AND      BUILDINGS    BUILDINGS      LAND AND      BUILDINGS
                  ENCUM-     LEASEHOLD       AND          AND          LEASEHOLD        AND
DESCRIPTION       BRANCE    IMPROVEMENTS  IMPROVEMENTS IMPROVEMENTS   IMPROVEMENTS  IMPROVEMENTS   TOTAL (L)
-----------      ---------  ------------  ------------ -------------  ------------  ------------  ----------
<S>             <C>          <C>          <C>         <C>               <C>         <C>           <C>
RETAIL CENTERS:
 Aurora,
   IL (A)(C). . . $  --             398         2,282           478           398         2,760       3,158
 Aurora, IL . . .   85,528       20,124       114,036        16,125        20,124       130,161     150,285
 Brandon,
   FL (A)(C)(D) .   62,000        3,362        27,158        73,197         3,121       100,596     103,717
 Columbus,
   OH (A)(C)(E) .    --           2,418         9,617         4,420         2,418        14,037      16,455
 Durham, NC (F) .    --          13,970         7,550         --           13,970         7,550      21,520
 Los Angeles,
   CA (G) . . . .  160,000       40,800       231,200           997        40,800       232,197     272,997
 Memphis,
   TN (C)(H). . .   78,223        8,938        79,659         7,030         8,846        86,781      95,627
 Oak Brook,
   IL (A)(I). . .  140,000       49,324       232,063        17,721        49,324       249,784     299,108
 Oklahoma City,
   OK(A)(I) . . .   74,511        1,931        77,797         7,502         1,931        85,299      87,230
 Roseville,
   CA (J) . . . .    --           3,388        46,655         --            3,388        46,655      50,043
 Santa Ana,
   CA (A) . . . .  110,000       11,461        77,893         7,623        11,761        85,216      96,977
 Skokie, IL . . .  164,450       24,000       236,931        11,923        24,000       248,854     272,854
 Tampa, FL (K). .  119,576       12,016       107,104        18,669        12,016       125,773     137,789
 Vernon Hills,
   IL . . . . . .   77,864       19,626       111,216         1,922        19,626       113,138     132,764
                ----------    ---------     ---------     ---------     ---------     ---------   ---------
    Total . . . .$1,072,152     211,756     1,361,161       167,607       211,723     1,528,801   1,740,524
                ==========    =========     =========     =========     =========     =========   =========
</TABLE>


<PAGE>


<TABLE>
                       Consolidated Real Estate and Accumulated Depreciation - Continued
                                               December 31, 1999
                                               ($000's omitted)



<CAPTION>
                                                                                 LIFE ON WHICH
                                                                                 DEPRECIATION
                                                                                  IN LATEST
                                                                                 STATEMENT OF
                                ACCUMULATED           DATE OF         DATE        OPERATION
DESCRIPTION                    DEPRECIATION(M)     CONSTRUCTION     ACQUIRED     IS COMPUTED
-----------                   ----------------     ------------    ----------  ---------------
<S>                          <C>                  <C>             <C>         <C>

RETAIL CENTERS:
(cont'd.)

 Aurora, IL (A)(C). . . . . .            (849)         1989            1989             30
 Aurora, IL . . . . . . . . .          (8,882)         1975            1997           5-30
 Brandon, FL (A)(C)(D). . . .         (20,089)         1995            1995           5-30
 Columbus, OH (A)(C)(E) . . .          (3,373)         1988            1988         2.5-30
 Durham, NC (F) . . . . . . .           --         Expected 2002        --             --
 Los Angeles, CA (G). . . . .          (4,301)         1963            1999           5-30
 Memphis, TN (C)(H) . . . . .         (11,237)         1997            1997           5-30
 Oak Brook, IL (A)(I) . . . .         (56,733)         1962            1962           5-30
 Oklahoma City, OK (A)(I) . .         (34,754)         1960            1985           5-30
 Roseville, CA (J). . . . . .           --         Expected 2000        --             --
 Santa Ana, CA (A). . . . . .         (33,219)         1987            1984           5-30
 Skokie, IL . . . . . . . . .         (25,394)         1956            1996           7-30
 Tampa, FL (K). . . . . . . .          (4,227)         1999            1999           5-30
 Vernon Hills, IL . . . . . .          (8,035)         1972            1997           5-30
                                   ----------
    Total . . . . . . . . . .      $ (211,093)
                                   ==========

</TABLE>


<PAGE>


   Consolidated Real Estate and Accumulated Depreciation - Continued
                           December 31, 1999
                           ($000's omitted)


------------

(A)  The initial cost to the Company approximates historical cost at
October 14, 1993.

(B)  The aggregate cost of real estate owned and the related accumulated
depreciation at December 31, 1999, for Federal income tax purposes was
approximately $1,640,890 and $169,284, respectively.

(C)  On July 26, 1995, the Company signed an agreement with a group of
lenders for the establishment of a $90,000 secured, revolving line of
credit which on November 25, 1998 was increased to $107,500.  This line of
credit is secured by certain of the Company's retail centers located in
Brandon, FL, Columbus, OH, Memphis, TN and Aurora, IL.  See Note 6 of Notes
to Consolidated Financial Statements in the Annual Report which is hereby
incorporated by reference.

(D)  The Company owns approximately twenty-three acres of outparcel land
which is available for future sale or development.

(E)  Investment property held for sale; see Note 2 of Notes to
Consolidated Financial Statements in the Annual Report which is hereby
incorporated by reference.

(F)  The Company acquired land in Durham, North Carolina in June 1999.
This land is the site of the Company's next regional mall development which
is scheduled to open in early March 2002.

(G)  On June 10, 1999, the Company acquired a 100% interest in Century
City Shopping Center.

(H)  The Company owns approximately twenty-three acres of outparcel land
which is available for future sale or development.

(I)  Properties operated under ground leases; see Item 2 - Properties and
Note 7 of Notes to Consolidated Financial Statements in the Annual Report
which is hereby incorporated by reference.

(J)  The Company acquired land in Roseville, California on June 24, 1997.
This land is the site of the Company's latest regional mall development
which is scheduled to open on August 25, 2000.  The Company owns six acres
of outparcel land which is available for future sale or development.

(K)  Citrus Park Town Center opened on March 3, 1999.  The Company and the
Management Company own approximately nine acres of outparcel land which is
available for future sale or development.

(L)  Reconciliation of real estate owned:

                                    1999        1998        1997
                                 ----------  ----------  ----------
     Balance at beginning
       of period. . . . . . . .  $1,357,729   1,234,908     934,182
     Additions during
       period (a) . . . . . . .     386,912     123,140     315,945
     Other (b). . . . . . . . .      (4,117)       (319)    (15,219)
                                 ----------  ----------  ----------
     Balance at end
       of period. . . . . . . .  $1,740,524   1,357,729   1,234,908
                                 ==========  ==========  ==========



<PAGE>


   Consolidated Real Estate and Accumulated Depreciation - Continued
                           December 31, 1999
                           ($000's omitted)


(M)  Reconciliation of accumulated depreciation:

     Balance at beginning
       of period. . . . . . . .  $ (163,845)   (125,594)    (97,558)
     Depreciation expense . . .     (47,763)    (38,814)    (30,800)
     Other (b). . . . . . . . .         515         563       2,764
                                 ----------  ----------  ----------
     Balance at end
       of period. . . . . . . .  $ (211,093)   (163,845)   (125,594)
                                 ==========  ==========  ==========


     (a)   Additions during the year ended December 31, 1999, include the
$272,102 acquisition of Century City Shopping Center.  Additions during the
year ended December 31, 1998, include the $77,334 consolidation of Citrus
Park Town Center.  Additions during the year ended December 31, 1997,
include the $134,160 and the $130,842 acquisition of Fox Valley Center and
Hawthorn Center, respectively.

     (b)   Other includes write-off and sale of assets and
reclassifications to and from other accounts.




<PAGE>


                              SIGNATURES

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

                      URBAN SHOPPING CENTERS, INC.

                      By:   MATTHEW S. DOMINSKI
                            Chief Executive Officer
                            and Director
                      Date: March 28, 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
Registrant and in the capacities and on the dates indicated.


                      By:   MATTHEW S. DOMINSKI
                            Chief Executive Officer
                            and Director
                      Date: March 28, 2000

                      By:   JAMES H. LYMAN
                            Executive Vice President, Chief Financial
                            Officer, Director of Acquisitions
                            and Chief Accounting Officer
                      Date: March 28, 2000

                      By:   NEIL G. BLUHM
                            Director
                      Date: March 28, 2000

                      By:   JUDD D. MALKIN
                            Director
                      Date: March 28, 2000

                      By:   JAMES B. DIGNEY
                            Director
                      Date: March 28, 2000

                      By:   SUSAN GETZENDANNER
                            Director
                      Date: March 28, 2000

                      By:   JOHN E. NEAL
                            Director
                      Date: March 28, 2000

                      By:   PHILLIP B. ROONEY
                            Director
                      Date: March 28, 2000

                      By:   JOHN G. SCHREIBER
                            Director
                      Date: March 28, 2000

                      By:   HENRY T. SEGERSTROM
                            Director
                      Date: March 28, 2000


<PAGE>


                     URBAN SHOPPING CENTERS, INC.

                             EXHIBIT INDEX


3.1     Fourth Amended and Restated Articles of Incorporation of the
Registrant is hereby incorporated by reference to Exhibit 3.1 to the
Registrant's Form 10-Q (File No. 1-12278) filed on November 19, 1993

3.2     Second Amended and Restated By-Laws of the Registrant is hereby
incorporated by reference to Exhibit 3.2 to the Registrant's Form 10-K
(File No. 1-12278) filed on March 27, 1995

3.3     Articles Supplementary relating to the Registrant's Series A
Cumulative Convertible Redeemable Preferred Stock is hereby incorporated by
reference to Exhibit 10.6 to the Registrant's Form 8-K/A filed on December
22, 1997

3.4     Articles Supplementary relating to the Registrant's Series B
Cumulative Convertible Redeemable Preferred Stock is hereby filed herewith

4.1     Stock Certificate is hereby incorporated by reference to
Exhibit 4.1 to the Registrant's Form 10-Q (File No. 1-12278) filed on
November 19, 1993

4.2     Credit Agreement among Urban Shopping Centers, L.P., Union Bank of
Switzerland (New York Branch), Morgan Guaranty Trust Company of New York
and the several Lenders is hereby incorporated by reference to Exhibit 4.11
to the Registrant's Form 10-Q (File No. 1-12278) filed on November 9, 1995

4.3     Mortgage, Security Agreement, Assignment of Leases and Rents and
Fixture Filing dated as of February 10, 1997 made by LaSalle National
Trust, N.A. and Water Tower Joint Venture to and with Lehman Brothers
Holdings Inc. is hereby incorporated by reference to Exhibit 4.8 to the
Registrant's Form 10-Q (File No. 1-12278) filed on May 13, 1997

4.4     Promissory Note A dated as of February 10, 1997 by and between
Water Tower Joint Venture and Lehman Brothers Holdings Inc. is hereby
incorporated by reference to Exhibit 4.9 to the Registrant's Form 10-Q
(File No. 1-12278) filed on May 13, 1997

4.5     Promissory Note B dated as of February 10, 1997 by and between
Water Tower Joint Venture and Lehman Brothers Holdings Inc. is hereby
incorporated by reference to Exhibit 4.10 to the Registrant's Form 10-Q
(File No. 1-12278) filed on May 13, 1997

4.6     Mortgage, Security Agreement and Assignment of Rents dated as of
November 3, 1997 made by LaSalle National Bank and Oak Brook Urban Venture,
L.P. to and with USC Oakbrook, Inc., Goldman Sachs Mitsui Marine Derivative
Products, L.P. and Teachers' Retirement System of the State of Illinois is
hereby incorporated by reference to Exhibit 4.6 to the Registrant's Form
10-K (File No. 1-12278) filed on March 31, 1998

4.7     Fifth Amendment to Loan Agreement dated December 11, 1997 by and
among The Prudential Insurance Company of America, Old Orchard Urban
Limited Partnership and American National Bank and Trust Company of Chicago
is hereby incorporated by reference to Exhibit 4.7 to the Registrant's Form
10-K (File No. 1-12278) filed on March 31, 1998

10.1    Second Amended and Restated Agreement of Limited Partnership of
Urban Shopping Centers, L.P. is hereby incorporated by reference to Exhibit
10.1 to the Registrant's Form 10-Q (File No. 1-12278) filed on November 19,
1993


<PAGE>


                     URBAN SHOPPING CENTERS, INC.

                       EXHIBIT INDEX - CONTINUED


10.2    Corporate Services Agreement among the Registrant, Urban Shopping
Centers, L.P. and JMB Retail Properties Co. (now Urban Retail Properties
Co.) is hereby incorporated by reference to Exhibit 10.3 to the
Registrant's Form 10-Q (File No. 1-12278) filed on November 19, 1993

10.3    JMB Realty Corporation Employee Savings Plan is hereby
incorporated by reference to Exhibit 10.4 to the Registrant's Registration
Statement on Form S-11 (No. 33-64488)

10.4    Retirement Plan for Employees of Amfac, Inc. and Subsidiaries is
hereby incorporated by reference to Exhibit 10.5 to the Registrant's
Registration Statement on Form S-11 (No. 33-64488)

10.5    Urban Shopping Centers 1993 Option Plan is hereby incorporated by
reference to Exhibit 10.6 to the Registrant's Form 10-Q (File No. 1-12278)
filed on November 19, 1993

10.6    Non-Competition Agreement between JMB Realty Corporation and the
Registrant is hereby incorporated by reference to Exhibit 10.7 to the
Registrant's Form 10-Q (File No. 1-12278) filed on November 19, 1993

10.7    Non-Competition Agreement between JMB Institutional Realty
Corporation and the Registrant is hereby incorporated by reference to
Exhibit 10.8 to the Registrant's Form 10-Q (File No. 1-12278) filed on
November 19, 1993

10.8    Non-Competition Agreement between Neil G. Bluhm and the Registrant
is hereby incorporated by reference to Exhibit 10.9 to the Registrant's
Form 10-Q (File No. 1-12278) filed on November 19, 1993

10.9    Non-Competition Agreement between Judd D. Malkin and the
Registrant is hereby incorporated by reference to Exhibit 10.10 to the
Registrant's Form 10-Q (File No. 1-12278) filed on November 19, 1993

10.10   Omnibus Agreement among Urban Shopping Centers, L.P., JMB
Properties Company, JMB Retail Properties Co. (now Urban Retail Properties
Co.) and the Registrant is hereby incorporated by reference to Exhibit
10.12 to the Registrant's Form 10-Q (File No. 1-12278) filed on November
19, 1993

10.11   Indemnification Agreement between the Registrant and its Directors
and Officers is hereby incorporated by reference to Exhibit 10.13 to the
Registrant's Form 10-Q (File No. 1-12278) filed on November 19, 1993

10.12   Registration Rights and Lock-Up Agreement between the Registrant
and certain Investors is hereby incorporated by reference to Exhibit 10.14
to the Registrant's Form 10-Q (File No. 1-12278) filed on November 19, 1993

10.13   Stockholders Agreement between Center Partners, Ltd., Urban
Investment & Development Co., Urban-Water Tower Associates, JMB/Miami
Investors, L.P., Island Holidays, Ltd., Celtic Funding Corporation and the
Registrant is hereby incorporated by reference to Exhibit 10.15 to the
Registrant's Form 10-Q (File No. 1-12278) filed on November 19, 1993



<PAGE>


                     URBAN SHOPPING CENTERS, INC.

                       EXHIBIT INDEX - CONTINUED


10.14   Lease Agreement, dated December 31, 1990, by and between Teachers'
Retirement System of the State of Illinois and LaSalle National Trust,
N.A., as Trustee for Oak Brook Urban Venture, as amended by the First
Amendment to Lease Agreement and to Restated and Amended Memorandum of
Lease is hereby incorporated by reference to Exhibit 10.16 to the
Registrant's Registration Statement on Form S-11 (No. 33-64488)

10.15   Second Amendment to Lease Agreement by and between Teachers'
Retirement System of the State of Illinois and LaSalle National Trust,
N.A., as Trustee for Oak Brook Urban Venture, L.P. is hereby incorporated
by reference to Exhibit 10.17 to the Registrant's Form 10-Q (File No.
1-12278) filed on November 19, 1993

10.16   Net Ground Rental Lease Agreement with respect to Penn Square
Mall, as amended by Amendment of Net Ground Rental Lease and as further
amended by Second Amendment of Net Ground Rental Lease is hereby
incorporated by reference to Exhibit 10.18 to the Registrant's Registration
Statement on Form S-11 (No. 33-64488)

10.17   Ground Lease by and between The Newhall Land and Farming Company
and Valencia Town Center Associates is hereby incorporated by reference to
Exhibit 10.19 to the Registrant's Registration Statement on Form S-11 (No.
33-64488)

10.18   Restated Employment Agreement between Matthew S. Dominski and the
Registrant is hereby incorporated by reference to Exhibit 10.19 to the
Registrant's Form 10-K (File No. 1-12278) filed on March 25, 1994

10.19   Third Amendment to Lease Agreement by and between Teachers'
Retirement System of the State of Illinois and LaSalle National Trust,
N.A., as Trustee for Oak Brook Urban Venture, L.P. is hereby incorporated
by reference to Exhibit 10.20 to the Registrant's Form 10-K (File No.
1-12278) filed on March 25, 1994

10.20   First Amendment to Second Amended and Restated Agreement of
Limited Partnership of Urban Shopping Centers, L.P. is hereby incorporated
by reference to Exhibit 10.21 to the Registrant's Form 10-Q (File No.
1-12278) filed on August 9, 1995

10.21   First and Second Amendments to Urban Shopping Centers 1993 Option
Plan are hereby incorporated by reference to Exhibit 10.22 to the
Registrants Form 10-Q (File No. 1-12278) filed on August 9, 1995

10.22   Urban Shopping Centers 1996 Incentive Unit Program is hereby
incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K
filed on November 25, 1996

10.23   Second Amendment to Second Amended and Restated Agreement of
Limited Partnership of Urban Shopping Centers, L.P. is hereby incorporated
by reference to Exhibit 10.23 to the Registrant's Form 10-K (File No.
1-12278) filed on March 31, 1997

10.24   Agreement for Purchase and Sale of Partnership Interest by and
between ZML-00 Associates Limited Partnership, Urban Shopping Centers,
L.P., USC Old Orchard, Inc., and H. Rigel Barber, Gary A. Nikele and
Jeffery A. Gluskin, as owner trustees of the Old Orchard Trust, is hereby
incorporated by reference to Exhibit 10.24 to the Registrant's Form 10-K
(File No. 1-12278) filed on March 31, 1997


<PAGE>


                     URBAN SHOPPING CENTERS, INC.

                       EXHIBIT INDEX - CONTINUED


10.25   Amended and Restated Agreement of Limited Partnership of Old
Orchard Urban Limited Partnership by and between USC Old Orchard, Inc. and
Urban Shopping Centers, L.P. is hereby incorporated by reference to Exhibit
10.25 to the Registrant's Form 10-K (File No. 1-12278) filed on March 31,
1997

10.26   Third Amendment to Urban Shopping Centers 1993 Option Plan is
hereby incorporated by reference to Exhibit 10.26 to the Registrant's Form
10-Q (File No. 1-12278) filed on May 13, 1997

10.27   Hawthorn, L.P. Agreement of Purchase and Sale of Partnership
Interest dated November 14, 1997 is hereby incorporated by reference to
Exhibit 10.1 to the Registrant's Form 8-K/A filed on December 22, 1997

10.28   Fox Valley Mall LLC Agreement of Purchase and Sale of Membership
Interest dated November 14, 1997 is hereby incorporated by reference to
Exhibit 10.2 to the Registrant's Form 8-K/A filed on December 22, 1997

10.29   Third Amendment to Second Amended and Restated Agreement of
Limited Partnership of Urban Shopping Centers, L.P. is hereby incorporated
by reference to Exhibit 10.7 to the Registrant's Form 8-K/A filed on
December 22, 1997

10.30   Urban Shopping Centers Deferred Cash Compensation Plan dated
August 1, 1998 is hereby incorporated by reference to Exhibit 10.30 to the
Registrant's Form 10-K (File No. 1-12278) filed on March 29, 1999

10.31   Fourth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Urban Shopping Centers, L.P. is hereby incorporated
by reference to Exhibit 10.31 to the Registrant's Form 10-K (File No. 1-
12278) filed on March 29, 1999

10.32   Contribution Agreement dated June 10, 1999 among KPLP, Century
City Mall, LLC, a Delaware limited liability company, Urban LP, and Chicago
Deferred Exchange Corporation is hereby incorporated by reference to
Exhibit 10.1 to the Registrant's Form 8-K filed on June 16, 1999

10.33   Agreement of Purchase and Sale dated June 10, 1999 between RREEF
and USC Century, Inc. is hereby incorporated by reference to Exhibit 10.2
to the Registrant's Form 8-K filed on June 16, 1999

10.34   Registration Rights Agreement dated June 10, 1999 among KPLP,
Urban and Urban LP is hereby incorporated by reference to Exhibit 10.3 to
the Registrant's Form 8-K filed on June 16, 1999

10.35   Fifth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Urban LP dated May 27, 1999 is hereby incorporated
by reference to Exhibit 10.4 to the Registrant's Form 8-K filed on June 16,
1999

10.36   Registration Rights Agreement dated May 27, 1999 between Urban and
the unit holder named therein is hereby incorporated by reference to
Exhibit 10.5 to the Registrant's Form 8-K filed on June 16, 1999



<PAGE>


                     URBAN SHOPPING CENTERS, INC.

                       EXHIBIT INDEX - CONCLUDED


10.37   Sixth Amendment to Second Amended and Restated Agreement of
Limited Partnership of Urban LP dated October 1, 1999 is hereby
incorporated by reference to Exhibit 10.37 to the Registrant's Form 10-Q
(File No. 1-12278) filed on November 12, 1999

10.38   Houston Galleria Amended and Restated Purchase and Sale Agreement
dated September 17, 1999 is hereby incorporated by reference to Exhibit
10.1 to the Registrant's Form 8-K (File No. 1-22278) filed on November 30,
1999

13.1    1999 annual report to shareholders

21.1    Subsidiaries of the Registrant

23.1    Consent of KPMG LLP

27.1    Financial Data Schedule

---------------

        Although certain additional long-term debt instruments of
Registrant have been excluded from Exhibit 4 above, pursuant to Rule
601(b)(4)(iii), the Registrant commits to provide copies of such agreements
to the Securities and Exchange Commission upon request.