<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                    FORM 10-Q

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

                       FOR THE QUARTER ENDED JUNE 30, 2000

                         COMMISSION FILE NUMBER 0-20449

                             PRICE ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)

                MARYLAND                                      33-0628740
     (State or other jurisdiction of                       (I.R.S. Employer
     incorporation or organization)                       Identification No.)

       17140 BERNARDO CENTER DRIVE, SUITE 300, SAN DIEGO, CALIFORNIA 92128
               (Address of principal executive offices) (Zip Code)

                                 (858) 675-9400
              (Registrant's telephone number, including area code)

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
                                      ---   ---

The registrant had 13,309,006 shares of common stock, par value $.0001 per
share, outstanding at August 9, 2000.

<PAGE>

                             PRICE ENTERPRISES, INC.

                               INDEX TO FORM 10-Q
<TABLE>

<S>                                                                                   <C>
PART I - FINANCIAL INFORMATION.........................................................3

  ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)............................................3
    CONSOLIDATED BALANCE SHEETS........................................................3
    CONSOLIDATED STATEMENTS OF INCOME..................................................4
    CONSOLIDATED STATEMENTS OF CASH FLOWS..............................................5
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.........................................6
  ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS......................................................11
  ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.................16

PART II - OTHER INFORMATION...........................................................17

  ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........................17
  ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K...........................................17

</TABLE>


                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)

                             PRICE ENTERPRISES, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                          JUNE 30          DECEMBER 31
                                                                                           2000               1999
                                                                                   ------------------  ------------------
                                                                                        (unaudited)           (Note)
<S>                                                                                          <C>                <C>
Real estate assets
   Land and land improvements                                                                $255,521           $248,177
   Building and improvements                                                                  321,117            293,686
   Fixtures and equipment                                                                         793                394
   Construction in progress                                                                     8,666              9,942
                                                                                   ------------------  ------------------
                                                                                              586,097            552,199
   Less accumulated depreciation                                                               (6,108)            (1,330)
                                                                                   ------------------  ------------------
                                                                                              579,989            550,869

Investment in real estate joint ventures                                                       12,350              4,338
Cash and cash equivalents                                                                       3,298              2,145
Accounts receivable                                                                             3,661                697
Income tax receivable                                                                           3,421              3,171
Notes receivable                                                                                6,671               -
Deferred rents                                                                                  2,182                571
Other assets                                                                                    6,115                767
                                                                                   ------------------  ------------------

         Total assets                                                                        $617,687           $562,558
                                                                                   ==================  ==================

                                LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
   Revolving lines of credit                                                                   $4,000            $88,347
   Mortgages and note payable                                                                 146,554              8,894
   Accounts payable and other liabilities                                                       4,494              4,057
                                                                                   ------------------  ------------------
     Total liabilities                                                                        155,048            101,298

Commitments

Stockholders' equity
   Series A preferred stock                                                                   353,404            353,404
   Common stock                                                                                     1                  1
   Additional paid-in capital                                                                 112,041            111,670
   Accumulated deficit                                                                         (2,807)            (3,815)
                                                                                   ------------------  ------------------
     Total stockholders' equity                                                               462,639            461,260
                                                                                   ==================  ==================
         Total liabilities and stockholders' equity                                          $617,687           $562,558
                                                                                   ==================  ==================
</TABLE>

Note: The balance sheet at December 31, 1999 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

SEE ACCOMPANYING NOTES.

                                       3
<PAGE>

                             PRICE ENTERPRISES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
            (UNAUDITED - AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                    SECOND QUARTER                   YEAR-TO-DATE
                                                                  THREE MONTHS ENDED               SIX MONTHS ENDED
                                                                       JUNE 30                         JUNE 30
                                                            ------------------------------- -------------------------------
                                                                             PREDECESSOR                     PREDECESSOR
                                                                   2000          1999              2000          1999
                                                            --------------- --------------- --------------- ---------------

<S>                                                                <C>             <C>             <C>             <C>
Rental revenues                                                    $17,455         $16,854         $34,926         $34,281

Expenses
   Operating and maintenance                                         1,401           1,926           3,189           4,265
   Property taxes                                                    2,146           2,466           4,264           4,617
   Depreciation and amortization                                     2,498           3,084           4,787           6,358
   General and administrative                                          738             676           1,513           1,445
                                                            --------------- --------------- --------------- ---------------
         Total expenses                                              6,783           8,152          13,753          16,685
                                                            --------------- --------------- --------------- ---------------

Operating income                                                    10,672           8,702          21,173          17,596

Interest and other
   Interest expense                                                 (2,561)         (1,360)         (4,310)         (3,035)
   Interest income                                                     376             201             737             352
   Equity in earnings of joint ventures                                  1              -               59              -
                                                            --------------- --------------- --------------- ---------------
         Total interest and other                                   (2,184)         (1,159)         (3,514)         (2,683)
                                                            --------------- --------------- --------------- ---------------

Income before gain on sale of real estate                            8,488           7,543          17,659          14,913
   Gain on sale of real estate                                          -            4,717              -            4,717
                                                            --------------- --------------- --------------- ---------------

Net income                                                           8,488          12,260          17,659          19,630

Dividends paid to preferred stockholders                            (8,327)         (8,316)        (16,651)        (16,631)
                                                            --------------- --------------- --------------- ---------------

Net income applicable to common stockholders
                                                                      $161          $3,944          $1,008          $2,999
                                                            =============== =============== =============== ===============

Net income per common share
   Basic                                                              $.01            $.30            $.08            $.23
   Diluted                                                             .01             .29             .08             .22

Weighted average common shares outstanding
   Basic                                                            13,309          13,299          13,309          13,296
   Diluted                                                          13,309          13,591          13,309          13,531

Dividends per preferred share                                         $.35            $.35            $.70            $.70

</TABLE>

SEE ACCOMPANYING NOTES.

                                       4
<PAGE>

                             PRICE ENTERPRISES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (UNAUDITED - AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                            YEAR-TO-DATE
                                                                                          SIX MONTHS ENDED
                                                                                               JUNE 30
                                                                                      ----------------------------
                                                                                                       PREDECESSOR
                                                                                        2000               1999
                                                                                      ---------         ---------
<S>                                                                                   <C>               <C>
Operating activities
Net income                                                                            $  17,659         $  19,630
   Adjustments to reconcile net income to net cash provided by operating
      activities:
      Depreciation and amortization                                                       4,787             6,358
      Deferred rents                                                                     (1,611)           (1,089)
      Equity in earnings of joint venture                                                   (59)                -
      Gain on sale of real estate                                                             -            (4,717)
   Changes in operating assets and liabilities:
      Accounts receivable and other assets                                               (8,571)            1,976
      Accounts payable and other liabilities                                                437            (1,144)
                                                                                      ---------         ---------
   Net cash flows provided by operating activities                                       12,642            21,014

Investing activities
      Additions to real estate assets                                                   (19,212)          (12,647)
      Contributions to real estate joint ventures                                        (7,953)             (220)
      Notes receivable                                                                   (6,671)                -
      Proceeds from sale of real estate assets                                                -            30,385
                                                                                      ---------         ---------
  Net cash flows (used in) provided by investing activities                             (33,836)           17,518

Financing activities
      Advances from revolving lines of credit and notes payable                         161,842            40,400
      Repayments of revolving lines of credit and notes payable                        (123,215)          (65,046)
      Dividends paid                                                                    (16,651)          (16,631)
      Proceeds from exercise of stock options                                               371                76
                                                                                      ---------         ---------
  Net cash flows provided by (used in) financing activities                              22,347           (41,201)
                                                                                      ---------         ---------

         Net decrease in cash and cash equivalents                                        1,153            (2,669)

Cash and cash equivalents at beginning of period                                          2,145             3,691
                                                                                      ---------         ---------

Cash and cash equivalents at end of period                                            $   3,298         $   1,022
                                                                                      =========         =========

Supplemental cash flow information:
      Cash paid for interest                                                          $   3,863         $   2,788

Supplemental schedule of noncash financing activities:
      Assumption of loans to acquire real estate assets                                  14,686                 -
      Receipt of common stock of former tenant in exchange for amounts due PEI
                                                                                            812                 -

</TABLE>

SEE ACCOMPANYING NOTES.

                                       5
<PAGE>

                             PRICE ENTERPRISES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Price Enterprises, Inc. (PEI) operates as a real estate investment trust (REIT)
incorporated in the state of Maryland. Our principle business is to own,
acquire, operate, manage and lease real property, primarily shopping centers. We
became a REIT in September 1997 after we spun-off our merchandising segment and
certain other assets to PriceSmart, Inc. In November 1999 Excel Legacy
Corporation (Legacy) completed its exchange offer for our common stock. In the
exchange offer, Legacy acquired approximately 91.3% of our common stock, which
represents approximately 77.5% of PEI's voting power.

In accounting for this transaction, we followed Accounting Principles Board
Opinion No. 16, "Business Combinations" (APB No.16), which requires we treat
this transaction as a purchase. In following purchase accounting, we allocated
the cost basis of Legacy's investment in our common stock among our assets and
liabilities to adjust them to fair value at the time of the completion of the
exchange offer. We prepared the consolidated financial statements through
November 11, 1999 using PEI's historical basis of accounting and we designated
them as the predecessor in our consolidated financial statements. Comparison of
PEI's results of operations prior to completion of the exchange offer and after
completion of the exchange offer is affected by our purchase accounting
adjustments and by adopting Legacy's depreciation policy, discussed elsewhere in
this footnote.

ACCOUNTING PRINCIPLES

We prepared the financial statements following the requirements of the
Securities and Exchange Commission (SEC) for interim reporting. As permitted
under those rules, certain footnotes or other financial information that are
normally required by generally accepted accounting principles (GAAP) can be
omitted. Certain prior year data have been reclassified to conform to the 2000
presentation.

We are responsible for the unaudited financial statements included in this
document. The financial statements include all normal and recurring adjustments
that are considered necessary for the fair presentation of our financial
position and operating results. You should also read the financial statements
and notes in our latest Form 10-K.

Revenues, expenses, assets and liabilities can vary during each quarter of the
year. Therefore, the results and trends in these interim financial statements
may not be the same as those for the full year.

                                       6
<PAGE>

                             PRICE ENTERPRISES, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REAL ESTATE ASSETS AND DEPRECIATION

Prior to Legacy's exchange offer for our common stock, we recorded real estate
assets at historical costs, and adjusted them for recognition of impairment
losses. In following purchase accounting, we adjusted the historical costs of
our real estate assets to fair value. Our balance sheets at June 30, 2000 and
December 31, 1999 reflect the new basis of our real estate assets.

We expense ordinary repairs and maintenance as incurred; we capitalize major
replacements and betterments and depreciate them over their estimated useful
lives.

Following completion of Legacy's exchange offer for our common stock, we adopted
Legacy's accounting policy of depreciating real estate assets. We compute real
estate asset depreciation on a straight-line basis over their estimated useful
lives, as follows:

<TABLE>
<CAPTION>
                                                   AFTER NOVEMBER 1999               PRIOR TO NOVEMBER 1999
                                              -------------------------------    -------------------------------
     <S>                                      <C>                                <C>
     Land improvements                        40 years                           25 years
     Building and improvements                40 years                           10-25 years
     Tenant improvements                      Term of lease or 10 years          Term of lease or 10 years
     Fixtures and equipment                   3-7 years                          3-5 years

</TABLE>

We capitalize interest incurred during the construction period of certain assets
and this interest is depreciated over the lives of those assets. The following
table shows interest expense and the amount capitalized (amounts in thousands):

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED           SIX MONTHS ENDED
                                                        JUNE 30                      JUNE 30
                                                -----------------------      -----------------------
                                                     2000          1999          2000          1999
                                                ----------   ----------      ----------   ----------
         <S>                                       <C>           <C>           <C>           <C>
         Interest incurred                         $3,035        $1,560        $5,228        $3,445
         Interest capitalized                        (474)         (200)         (918)         (410)

</TABLE>

USE OF ESTIMATES

Preparing financial statements in conformity with generally accepted accounting
principles requires we make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. We continually
review our estimates and make adjustments as necessary, but actual results could
differ from what we envisioned when we made these estimates.

NOTE 2 - NET INCOME PER SHARE

In 1997, the Financial Accounting Standards Board issued SFAS No. 128, "Earnings
Per Share." SFAS No. 128 requires presentation of two calculations of earnings
per common share. Basic

                                       7
<PAGE>


                             PRICE ENTERPRISES, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


NOTE 2 - NET INCOME PER SHARE (CONTINUED)

earnings per common share equals net income applicable to common stockholders
divided by weighted average common shares outstanding during the period. Diluted
earnings per common share equals net income applicable to common stockholders
divided by the sum of weighted average common shares outstanding during the
period plus common stock equivalents. Common stock equivalents are shares
assumed to be issued if outstanding stock options that are dilutive were
exercised. All earnings per share amounts for all periods have been presented,
and where appropriate, restated to reflect these calculations.

<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED            SIX MONTHS ENDED
                                                                        JUNE 30                       JUNE 30
                                                              ----------------------------- -----------------------------
                                                                     2000          1999           2000           1999
                                                              --------------- ------------- -------------- --------------
<S>                                                               <C>           <C>            <C>            <C>
 Weighted average shares outstanding                              13,309,006    13,298,548     13,309,006     13,296,043
 Effect of securities:
     Employee and Director stock options                                ---        292,657            ---        235,398
                                                              --------------- ------------- -------------- --------------
 Weighted average shares outstanding - assuming dilution          13,309,006    13,591,205     13,309,006     13,531,441
                                                              =============== ============= ============== ==============
</TABLE>

NOTE 3 - REAL ESTATE PROPERTIES

ACQUISITIONS

During the second quarter of 2000 we purchased a 50% interest in a real estate
development joint venture in Westminister, CO from Legacy for an initial payment
of $8.1 million. The purchase price was based on the property's existing
operating income, with additional payments estimated to be $4.8 million due
through the completion of construction.

During the first quarter of 2000, we acquired the following properties:

<TABLE>
<CAPTION>
                                                                       DATE         PURCHASE          MORTGAGE
LOCATION                                   DESCRIPTION               ACQUIRED     PRICE (000'S)   ASSUMED (000'S)
-----------------------------------------  ----------------------  -------------  --------------  -----------------
<S>                                        <C>                       <C>                 <C>            <C>
Middletown, OH                             Retail building            2/9/00             $6,709             $3,726
Terre Haute, IN                            Retail building            2/9/00              5,762              3,598
San Diego/Rancho Bernardo, CA              Office building (1)       2/25/00             16,025             11,025 (2)

</TABLE>

     (1)  PROPERTY LEASED BACK TO LEGACY

     (2)  INDICATES MAXIMUM CONSTRUCTION LOAN BALANCE.  $9.1 MILLION WAS
          OUTSTANDING AT JUNE 30, 2000

We purchased all three of these properties from Legacy and we funded these
acquisitions through advances on our unsecured revolving credit facility.

During the first quarter of 1999, we acquired a 15 acre parcel of land in
Tucson, AZ for $2.6 million which we plan to use for future development. We
funded this acquisition through an advance under our unsecured revolving credit
facility.

                                       8
<PAGE>


                             PRICE ENTERPRISES, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


NOTE 3 - REAL ESTATE PROPERTIES (CONTINUED)

DISPOSITIONS

We sold no properties during the first and second quarters of 2000.

During the second quarter of 1999 we sold two properties in Dallas, TX and
Buffalo, NY for $32.5 million and recorded a $4.7 million gain on the sales.

NOTE 4 - NOTES RECEIVABLE

In February 2000 we loaned $2.8 million to Barclay Group No. 9, Ltd., which
bears interest at 25% and matures in December 2001. The loan, secured by a
property in Pueblo, CO and by a personal guarantee from the developer, is junior
to a construction loan on the property.

On March 31, 2000 we loaned Legacy $5.0 million on a note receivable due July
2000. Legacy may borrow up to $10.0 million on the unsecured note, which bears
an interest rate of LIBOR plus 375 basis points, 9.9% at June 30, 2000. Legacy
owed $3.7 million on this note at June 30, 2000 and the note was repaid in July
2000.

NOTE 5 - DEBT

On June 28, 2000, we borrowed $121.4 million from GMAC Commercial Mortgage
Corporation. The GMAC loan is secured by five retail properties located in
Westbury, NY; Signal Hill, CA; Philadelphia, PA; Wayne, NY; and Roseville, CA.
The GMAC loan bears interest at LIBOR plus 98 basis points, 7.6% at June 30,
2000, and is due on June 28, 2004. We used proceeds of the loan to repay
outstanding amounts on our existing revolving credit facility with Wells Fargo
Bank, AmSouth Bank and Bank One.

In February 2000 we amended our unsecured credit facility with Wells Fargo Bank,
AmSouth Bank and Bank One by increasing the facility from $100 million to $125
million and adding BankBoston into the group of banks. In connection with our
GMAC loan, we reduced the facility from $125 million of total availability to
$75 million of total availability. In connection with the reduction in the
credit facility, we wrote-off loan fees of approximately $300,000. The amended
facility has a remaining term of two years with an initial interest rate of
LIBOR plus 135 basis points. The rate may vary based on our leverage and other
financial ratios. As of June 30, 2000, we owed $4.0 million on this credit
facility at an interest rate of 8.04%.

In conjunction with the Middletown, OH retail building purchase from Legacy, we
assumed an existing $3.7 million mortgage secured by the property. The mortgage
matures in March 2014 and bears an interest rate of 7.63%.

                                       9
<PAGE>


                             PRICE ENTERPRISES, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


NOTE 5 - DEBT (CONTINUED)

In conjunction with the Terre Haute, IN retail building purchase from Legacy, we
assumed an existing $3.6 million mortgage secured by the property. The mortgage
matures in June 2003 and bears an interest rate of 8.34%.

In conjunction with the San Diego/Rancho Bernardo, CA office building purchase
from Legacy, we assumed an existing $11.0 million construction loan secured by
the property. The loan matures in December 2000 and bears an interest rate of
Eurodollar plus 360 basis points. As of June 30, 2000, we owed $9.1 million on
this loan at a weighted average interest rate of 9.7%

NOTE 6 - RELATED PARTY TRANSACTIONS

Following Legacy's completion of its exchange offer, Legacy took over daily
management of PEI, including property management, finance and administration and
our self storage business. We reimburse Legacy for these services. We expensed
$750,000 for these services during the second quarter of 2000 and $698,000 for
these services during the first quarter of 2000, which was based on our
historical costs for similar expenses.

During the second quarter of 2000 we recorded $205,000 in interest income due
from Legacy related to the note receivable discussed in Note 4.

In conjunction with the San Diego/Rancho Bernardo, CA office building purchase
from Legacy discussed in Note 3, we leased the building back to Legacy. This
lease has a term of 10 years and pays $450,000 per year in rent, which is based
on the $5 million cash portion of the purchase price.

We discuss other related party transactions with Legacy in Note 3, Note 4, Note
5 and Note 7.

NOTE 7 - SUBSEQUENT EVENTS

In July 2000 we loaned Legacy $11.7 million on a new note receivable due July
2001. Legacy may borrow up to $15.0 million on the unsecured note, which bears
and interest rate of LIBOR plus375 basis points.

On July 28, 2000 we purchased a 50% interest in a joint venture for $1.9 million
to develop a shopping center in Bend, OR.

On July 31, 2000 we purchased a 2.5 acre parcel of land in San Diego, CA for
$4.2 million to build a self storage facility.

                                       10
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

INTRODUCTION

Our disclosure and analysis in this report contain "forward-looking statements."
Forward-looking statements give our current expectations or forecasts of future
events. You can identify these statements by the fact that they do not relate
strictly to historic or current facts. They use words such as "anticipate,"
"estimate," "expect," "project," "intend," "plan," "believe," and other words
and terms of similar meaning in connection with any discussion of future
operating or financial performance. From time to time, we also may provide oral
or written forward-looking statements in other materials we release to the
public. Any or all of our forward-looking statements in this report and in any
other public statements we make may turn out to be incorrect. They can be
affected by inaccurate assumptions we might make or by known or unknown risks
and uncertainties. Consequently, no forward-looking statement can be guaranteed.
Actual results may vary materially.

We undertake no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise. You are
advised, however, to consult any further disclosures we make on related subjects
in our reports on Forms 10-K, 10-Q and 8-K filed with the SEC. Our Form 10-K
filing for the 1999 fiscal year listed various important factors that could
cause actual results to differ materially from expected and historic results.

We note these factors for investors as permitted by the Private Securities
Litigation Reform Act of 1995. Readers can find them in Part I of our 1999 Form
10-K under the heading "Factors That May Affect Future Performance." You should
understand that it is not possible to predict or identify all such factors.
Consequently, you should not consider any such list to be a complete set of all
potential risks or uncertainties.

In Management's Discussion and Analysis we explain our general financial
condition and results of operations including:

        -   why revenues, costs and earnings changed from the prior period
        -   funds from operations (FFO)
        -   how we used cash for capital projects and dividends and how we
            expect to use cash in 2000
        -   where we plan on obtaining cash for future dividend payments and
            future capital expenditures

As you read Management's Discussion and Analysis, it may be helpful to refer to
our financial statements and accompanying notes beginning on page 3. In
Management's Discussion and Analysis we explain the changes in specific line
items in the statements of operations. Where changes are due to more than one
reason, we list the reasons in order of importance.

                                       11
<PAGE>

RENTAL REVENUES

<TABLE>
<CAPTION>
                                                                           PERCENT
                                               AMOUNT        CHANGE         CHANGE
                                            ------------- -------------- -------------
         <S>                                      <C>               <C>         <C>
         2nd Quarter 2000                         $17,455           $601         4%
         2nd Quarter 1999                          16,854            ---       ---

         Year-to-Date 2000                         34,926            645         2%
         Year-to-Date 1999                         34,281            ---       ---

</TABLE>

Revenues increased $0.6 million to $17.5 million in the second quarter of 2000
compared to the same period in 1999 primarily because:

          -  properties we acquired during the first quarter of 2000 generated
             $0.4 million of additional revenues
          -  expansion of our self storage business provided an additional $0.3
             million

Revenues increased $0.6 million to $34.9 million in the six month year-to-date
period of 2000 compared to the same period in 1999 primarily because:

          -  revenues from properties we owned in both 1999 and 2000 increased
             $1.2 million
          -  properties we acquired during the first quarter of 2000 generated
             $0.6 million of additional revenues
          -  expansion of our self storage business provided an additional
             $0.4 million
          -  partially offsetting these increases were revenues from two
             properties we sold in the second quarter of 1999, which contributed
             $1.5 million of revenues in the first quarter of 1999

EXPENSES

<TABLE>
<CAPTION>
                                                                           PERCENT
                                                AMOUNT        CHANGE       CHANGE
                                          -------------- ------------- -------------
         <S>                                     <C>          <C>             <C>
         2nd Quarter 2000                        $6,783       $(1,369)       -17%
         2nd Quarter 1999                         8,152           ---        ---

         Year-to-Date 2000                       13,753        (2,932)       -18%
         Year-to-Date 1999                       16,685           ---        ---

</TABLE>

Expenses decreased $1.4 million to $6.8 million in the second quarter of 2000
compared to 1999 primarily because:

           -   expenses from properties we owned in both 1999 and 2000 were
               reduced by $1.2 million primarily from a reduction in
               depreciation expense due to our change to Legacy's accounting
               policy of depreciating real estate assets
           -   we recovered bad debt expense of $0.5 million previously written
               off related to the Homeplace bankruptcy, a former tenant
           -   partially offsetting these decreases was an increase in expenses
               of $0.2 million from expansion of our self storage business

                                       12
<PAGE>

Expenses decreased $2.9 million to $13.8 million in the six month year-to-date
period of 2000 compared to the same period in 1999 primarily because:

           -   expenses from properties we owned in both 1999 and 2000 were
               reduced by $1.5 million primarily from a reduction in
               depreciation expense due to our change to Legacy's accounting
               policy of depreciating real estate assets
           -   expenses from two properties we sold in the second quarter of
               1999, which contributed $0.9 million of expenses in the prior
               year
           -   we recovered bad debt expense of $1.0 million previously written
               off related to the Homeplace bankruptcy, a former tenant
           -   these decreases in expenses were partially offset by:
               -  expansion of our self storage business which increased
                  expenses by $0.3 million and
               -  properties we acquired in 2000 which increased expenses by
                  $0.2 million

OPERATING INCOME

<TABLE>
<CAPTION>
                                                                             PERCENT
                                                  AMOUNT        CHANGE       CHANGE
                                            -------------- ------------- -------------
         <S>                                      <C>             <C>           <C>
         2nd Quarter 2000                         $10,672         $1,970        23%
         2nd Quarter 1999                           8,702            ---       ---

         Year-to-Date 2000                         21,173          3,577        20%
         Year-to-Date 1999                         17,596            ---       ---

</TABLE>

Operating income increased for the second quarter and year-to-date periods of
2000 compared to the same periods in the prior year primarily because of the
changes in Rental Revenues and Expenses discussed above.

INTEREST EXPENSE

<TABLE>
<CAPTION>
                                                                              PERCENT
                                                  AMOUNT        CHANGE         CHANGE
                                            ---------------------------- -------------
<S>                                                <C>            <C>           <C>
         2nd Quarter 2000                          $2,561         $1,201        88%
         2nd Quarter 1999                           1,360            ---       ---

         Year-to-Date 2000                          4,310          1,275        42%
         Year-to-Date 1999                          3,035            ---       ---

</TABLE>

Interest expense increased $1.2 million in the second quarter of 2000 compared
to 1999 because during the second quarter of 2000 we had an average of $138.4
million debt outstanding compared to $93.6 million in the second quarter of
1999. Interest expense increased $1.3 million in the six month year-to-date
period of 2000 compared to 1999 because during the six month year-to-date period
of 2000 we had an average of $124.8 million debt outstanding compared to $101.1
million for the same period in 1999. We discuss our outstanding debt further in
"Liquidity and Capital Resources" located elsewhere in this Form 10-Q.

                                       13
<PAGE>

INTEREST INCOME

<TABLE>
<CAPTION>
                                                                                           PERCENT
                                                                  AMOUNT      CHANGE       CHANGE
                                                               ---------- ------------- -------------
         <S>                                                       <C>         <C>           <C>
         2nd Quarter 2000                                          $376        $175          87%
         2nd Quarter 1999                                           201         ---         ---

         Year-to-Date 2000                                          737         385         109%
         Year-to-Date 1999                                          352         ---

</TABLE>

Interest income increased $0.2 million in the second quarter and $0.4 million in
the six month year-to-date period of 2000 compared to the same periods in 1999
primarily because of our interest-bearing notes receivable.

FUNDS FROM OPERATIONS

<TABLE>
<CAPTION>
                                                           THREE MONTHS                  SIX MONTHS
                                                           ENDED JUNE 30               ENDED JUNE 30
                                                ---------------------------- ---------------------------
                                                       2000          1999          2000          1999
                                                -------------- ------------- ------------- -------------
<S>                                                   <C>           <C>           <C>           <C>
Net income                                             $8,488       $12,260       $17,659       $19,630
Depreciation and amortization                           2,498         3,084         4,787         6,358
Gain on sale of real estate                               -          (4,717)          -          (4,717)
                                                -------------- ------------- ------------- -------------
         Funds from operations                         10,986        10,627        22,446        21,271
Straight-line rents                                      (779)         (600)       (1,611)       (1,259)
                                                -------------- ------------- ------------- -------------
         Adjusted funds from operations               $10,207       $10,027       $20,835       $20,012
                                                ============== ============= ============= =============
</TABLE>

Real estate industry analysts typically use funds from operations (FFO) as
another measurement of performance for real estate-oriented companies. In
general, FFO adjusts net income for noncash charges such as depreciation,
amortization and most non-recurring gains and losses. The National Association
for Real Estate Investment Trusts (NAREIT), defines FFO as net income, excluding
depreciation and amortization expense, and gains (losses) from certain sales of
property. We also adjust the NAREIT definition to eliminate straight-line rents
to arrive at adjusted FFO because of their significance in our operations.
Straight-line rent accruals are noncash revenues associated with fixed future
minimum rent increases.

FFO during the second quarter of 2000 increased 3.4% to $11.0 million compared
to 1999 primarily because of the changes in revenues and expenses discussed
previously.

FFO during the six month year-to-date period of 2000 increased 5.5% to $22.4
million compared to 1999 primarily because of the changes in revenues and
expenses discussed previously.

FFO and adjusted FFO do not represent the generally accepted accounting
principles definition of cash flows from operations and should not be considered
as an alternative to net income as an indicator of our operating performance or
to cash flows as a measure of liquidity.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity refers to our ability to generate sufficient cash flows to meet the
short and long-term cash requirements of our business operations. Capital
resources represent those funds used or

                                       14
<PAGE>

available to be used to support our business operations and consist of
stockholders' equity and debt.

Cash flow from operations has been the principal source of capital to fund our
ongoing operations and dividend payments, while use of our credit facilities and
mortgage financing have been the principal sources of capital required to fund
our growth. While we are positioned to finance our business activities through a
variety of sources, we expect to satisfy short-term liquidity requirements
through net cash provided by operations and through borrowings.

We continue to evaluate various properties for acquisition or development, which
includes acquiring development properties from Legacy once they are completed.
We purchased two retail properties and one office property from Legacy in
February 2000 for $28.5 million. In conjunction with these purchases, we assumed
two long-term mortgages secured by the two retail properties totaling $7.3
million and one construction loan for $11.0 million related to the office
property. We funded these purchases through advances on our revolving line of
credit. To the extent that investment opportunities exceed available cash flow
from the sources mentioned above, we may raise additional capital through bank
credit facilities and/or secured mortgage financing.

From time to time we will consider selling properties to better align our
portfolio with our geographic and tenant composition strategies. We sold two
properties from our portfolio for $32.5 million during the second quarter of
1999. We are also contemplating selling certain other properties. We may also
participate in like-kind property exchanges, which allow us to dispose of
properties and reinvest the proceeds in a tax efficient manner. These potential
sales may not be completed due to uncertainties associated with contract
negotiations and buyer due diligence contingencies.

In June 2000 we borrowed $121.4 million from GMAC Commercial Mortgage
Corporation. The GMAC loan is secured by five retail properties located in
Westbury, NY; Signal Hill, CA; Philadelphia, PA; Wayne, NY; and Roseville, CA.
The GMAC loan bears interest at LIBOR plus 98 basis points, 7.6% at June 30,
2000, and is due on June 2004. We used proceeds of the loan to repay outstanding
amounts on our existing revolving credit facility with Wells Fargo Bank, AmSouth
Bank and Bank One.

In February 2000 we amended our unsecured credit facility with Wells Fargo Bank,
AmSouth Bank and Bank One by increasing the facility from $100 million to $125
million and adding BankBoston into the group of banks. In connection with our
GMAC loan, we reduced the facility from $125 million of total availability to
$75 million of total availability. In connection with the reduction in the
credit facility, we wrote-off loan fees of approximately $300,000. The amended
facility has a remaining term of two years with an initial interest rate of
LIBOR plus 135 basis points. The rate may vary based on our leverage and other
financial ratios. As of June 30, 2000, we owed $4.0 million on this credit
facility at an interest rate of 8.04%.

                                       15
<PAGE>

INFLATION

Because a substantial number of our leases contain provisions for rent increases
based on changes in various consumer price indices, based on fixed rate
increases, or based on percentage rent if tenant sales exceed certain base
amounts, we do not expect inflation to have a material impact on future net
income or cash flow from developed and operating properties. In addition,
substantially all leases are triple net, which means specific operating expenses
and property taxes are passed through to the tenant.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risks relating to our operations result primarily from changes in
short-term LIBOR interest rates. We do not have any foreign exchange or other
significant market risk, nor did we have any derivative financial instruments at
June 30, 2000.

Our exposure to market risk for changes in interest rates relates primarily to
our unsecured line of credit and GMAC loan. We enter into fixed rate mortgages
and variable rate debt obligations to support general corporate purposes,
including acquisitions, capital expenditures and working capital needs. We
continuously evaluate our level of variable rate debt with respect to total debt
and other factors, including our assessment of the current and future economic
environment.

We had $125.4 million in variable rate debt outstanding at June 30, 2000. Based
upon this debt level, a hypothetical 10% adverse change in interest rates would
increase interest expense by approximately $1.0 million on an annual basis, and
likewise decrease our earnings and cash flows. We cannot predict market
fluctuations in interest rates and their impact on our variable rate debt, nor
can there be any assurance that fixed rate long-term debt will be available to
us at favorable rates, if at all. Consequently, future results may differ
materially from the estimated adverse changes discussed above.

                                       16
<PAGE>

                           PART II - OTHER INFORMATION

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

Our annual meeting of stockholders was held on June 7, 2000. As of the record
date for the meeting, we had 13,309,006 shares of common stock and 23,791,767
shares of preferred stock outstanding.

A proposal to amend our charter allowing preferred stockholders to elect a
majority of our Board of Directors until specified events take place was
approved as follows:

<TABLE>
<CAPTION>
                                                                                        VOTES              BROKER
                                                 VOTES FOR        VOTES AGAINST       ABSTAINING         NON VOTES
                                              ---------------    ---------------   --------------- -- ---------------
<S>                                              <C>                    <C>              <C>                <C>
    Preferred stockholders elect majority
       of directors                              14,104,113             88,297           130,676            748,390

</TABLE>

Stockholders elected the following Directors at our annual meeting:

<TABLE>
<CAPTION>
                                               VOTES FOR        VOTES WITHHELD
                                             ---------------    ---------------
<S>                                              <C>                   <C>
    COMMON AND PREFERRED STOCK NOMINEES
    Richard B. Muir                              14,801,018            270,458
    Gary B. Sabin                                14,860,147            211,329
    PREFERRED STOCK NOMINEES
    James F. Cahill                              19,224,742            613,390
    Simon M Lorne                                19,234,530            603,602
    Jack McGrory                                 19,220,268            617,864

</TABLE>

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

  (a) The following exhibits are included herein or incorporated by reference:

         (10.1)   First Amended and Restated Revolving Credit Agreement dated as
                  of February 14, 2000 among PEI and Wells Fargo Bank, National
                  Association, as Agent (incorporated by reference to Exhibit
                  10.32 to Annual Report on Form 10-K of PEI filed with the SEC
                  on March 29, 2000 (File No. 0-20449))

         (10.2)   Pro rata share of lenders participating in First Amended and
                  Restated Revolving Credit Agreement dated as of February 14,
                  2000 among PEI and Wells Fargo Bank, National Association,
                  Bank One, Arizona, NA, AmSouth Bank, Bank Boston and Wells
                  Fargo Bank, NA, as Agent (incorporated by reference to Exhibit
                  10.33 to Annual Report on Form 10-K of PEI filed with the SEC
                  on March 29, 2000 (File No. 0-20449))

         (10.3)   Loan Agreement dated June 28, 2000 between Price Owner LLC and
                  GMAC Commercial Mortgage Corporation, including form of
                  Promissory Note, Mortgage and Security Agreement, Assignment
                  of Leases and Rents, Guaranty of Recourse Obligations and
                  Environmental Indemnity Agreement (incorporated by reference
                  to Exhibit 10.1 to Current Report on Form 8-K of PEI filed
                  with the SEC on July 26, 2000 (File No. 0-20449))

         (27.1)   Financial Data Schedule

  (b)  Reports on Form 8-K

       No reports on Form 8-K were filed during the quarter ended June 30, 2000.

                                       17
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        PRICE ENTERPRISES, INC.
                                        REGISTRANT

Date:  August 10, 2000                  /s/ Gary B. Sabin
                                        -----------------
                                        Gary B. Sabin
                                        PRESIDENT & CHIEF EXECUTIVE OFFICER

Date:  August 10, 2000                  /s/ James Y. Nakagawa
                                        ---------------------
                                        James Y. Nakagawa
                                        CHIEF FINANCIAL OFFICER



                                       18