SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549


                                       FORM 10-Q



(Mark One)

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


                   For the quarterly period ended September 30, 1999

                                          OR

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

                For the transition period from _________ to __________

                          Commission file number 333-34835-01



                    PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
                      MARYLAND                                                                  87-0516235
                      --------                                                                  ----------
<S>                                                   <C>                  <C>
               (State of organization)                                             (I.R.S. Employer Identification No.)
                 35 CENTURY PARK-WAY
             SALT LAKE CITY, UTAH  84115                                                      (801) 486-3911
             ---------------------------                                                       -------------
      (Address of principal executive offices,                             (Registrant's telephone number, including area code)
                 including zip code)
</TABLE>




      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         No
                                                          [X]


<PAGE>
             PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                                FORM 10-Q




                                  INDEX


<TABLE>
<CAPTION>
PART I:  FINANCIAL INFORMATION                                                                 PAGE
         ---------------------                                                                 ----
<S>             <C>                                                                           <C>
Item 1.          Financial Statements                                                             3
                 Condensed Consolidated Balance Sheet as of September 30, 1999
                 and December 31, 1998                                                            4
                 Condensed Consolidated Statement of Operations for the Three Months
                 and Nine Months Ended September 30, 1999 and 1998                                5
                 Condensed Consolidated Statement of Cash Flows for the
                 Nine Months Ended September 30, 1999 and 1998                                    6
                 Notes to Financial Statements                                                    7
Item 2.          Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                                             12
Item 3.          Quantitative and Qualitative Disclosures About Market Risk                      16

PART II:  OTHER INFORMATION
          -----------------
Item 1.          Legal Proceedings                                                               17
Item 2.          Changes in Securities and Use of Proceeds                                       17
Item 3.          Defaults Upon Senior Securities                                                 17
Item 4.          Submission of Matters to a Vote of Security Holders                             17
Item 5.          Other Information                                                               17
Item 6.          Exhibits and Reports on Form 8-K                                                17
</TABLE>

<PAGE> 2
      Certain matters discussed under the captions "Management's Discussion and
Analysis of Financial  Condition  and Results of Operations," "Quantitative and
Qualitative Disclosures About Market  Risk"  and  elsewhere  in  this Quarterly
Report on Form 10-Q may constitute forward-looking statements and  as  such may
involve  known  and  unknown  risks,  uncertainties and other factors which may
cause the actual results, performance and  achievements  of  Price  Development
Company,  Limited  Partnership  (the  "Operating Partnership") to be materially
different from future results, performance or achievements expressed or implied
by such forward-looking statements.



                                        PART I


ITEM 1.   FINANCIAL STATEMENTS
          --------------------

    The information furnished in the accompanying  financial  statements listed
in  the  index  on  page 2 of this Quarterly Report on Form 10-Q reflects  only
normal recurring adjustments which are, in the opinion of management, necessary
for a fair presentation  of  the  aforementioned  financial  statements for the
interim periods.

    The aforementioned financial statements should be read in  conjunction with
the notes to the financial statements and Management's Discussion  and Analysis
of   Financial   Condition   and   Results  of  Operations  and  the  Operating
Partnership's Quarterly Reports on Form  10-Q  for the three months ended March
31, 1999 and the six months ended June 30, 1999  and Annual Report on Form 10-K
for the year ended December 31, 1998, including the  financial  statements  and
notes thereto.

<PAGE> 3
                    PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                         CONDENSED CONSOLIDATED BALANCE SHEET
                                (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                             (UNAUDITED)
                                                                              ---------
                                                                            SEPTEMBER 30,              DECEMBER 31,
                                                                                1999                       1998
                                                                            -------------              -------------
<S>                                                                        <C>                        <C>
ASSETS
Real Estate Assets, Including Assets Under Development
 of $34,405 and $28,073                                                     $     858,336              $     815,756
 Less:  Accumulated Depreciation                                                 (129,452)                  (114,136)
                                                                            -------------              -------------
    Net Real Estate Assets                                                        728,884                    701,620
Cash                                                                                3,717                      5,123
Restricted Cash                                                                     4,012                      3,605
Other Assets                                                                       21,443                     22,807
                                                                            -------------              -------------
                                                                            $     758,056              $     733,155
                                                                            =============              =============

LIABILITIES AND PARTNERS' CAPITAL
Borrowings                                                                  $     393,443              $     472,990
Accounts Payable and Accrued Expenses                                              17,804                     20,411
Distributions Payable                                                               9,895                         --
Other Liabilities                                                                     815                        798
                                                                            -------------              -------------
                                                                                  421,957                    494,199
                                                                            -------------              -------------
Minority Interest                                                                   2,707                      2,035
                                                                            -------------              -------------

Commitments and Contingencies
Partners' Capital
  General Partner                                                                 197,705                    204,384
  Preferred Limited Partners                                                      104,571                         --
  Common Limited Partners                                                          31,116                     32,537
                                                                            -------------              -------------
                                                                                  333,392                    236,921
                                                                            -------------              -------------
                                                                            $     758,056              $     733,155
                                                                            =============              =============
</TABLE>




                              See accompanying notes to financial statements.
  <PAGE> 4

                    PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                    CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                      (UNAUDITED)
                  (IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT AMOUNTS)

<TABLE>
<CAPTION>
                                                      FOR THE THREE MONTHS ENDED                FOR THE NINE MONTHS ENDED
                                                              SEPTEMBER 30,                            SEPTEMBER 30,
                                                    --------------------------------          -------------------------------
                                                        1999                1998                  1999                1998
                                                    ------------        ------------          ------------         -----------
<S>                                                <C>                 <C>                   <C>                  <C>
Revenues
  Minimum Rents                                     $     23,316        $     19,976          $     71,486         $    56,053
  Percentage and Overage Rents                             1,088               1,180                 3,226               3,489
  Recoveries from Tenants                                  7,785               6,523                21,712              16,656
  Interest                                                   147                 103                   431                 297
  Other                                                       62                 176                   271                 373
                                                    ------------        ------------          ------------         -----------
                                                          32,398              27,958                97,126              76,868
                                                    ------------        ------------          ------------         -----------
Expenses
  Operating and Maintenance                                5,881               4,863                16,660              12,701
  Real Estate Taxes and Insurance                          3,398               2,994                10,236               8,291
  General and Administrative                               1,535               1,501                 5,067               4,501
  Depreciation                                             5,674               4,639                17,116              12,203
  Amortization of Deferred Financing Costs                   400                 402                 1,238               1,146
  Amortization of Deferred Leasing Costs                     137                 162                   482                 504
  Interest                                                 6,324               5,563                21,023              13,359
                                                    ------------        ------------          ------------         -----------
                                                          23,349              20,124                71,822              52,705
                                                    ------------        ------------          ------------         -----------
                                                           9,049               7,834                25,304              24,163
Minority Interest in Loss (Income) of
 Consolidated Partnerships                                   215                (105)                 (711)               (301)
Gain on Sale of Real Estate                                   --                 234                    --                 234
                                                    ------------        ------------          ------------         -----------
Net Income Before Extraordinary Item                       9,264               7,963                24,593              24,096
Extraordinary Item - Loss on
 Extinguishment of Debt                                     (985)                 --                  (985)                --
                                                    ------------        ------------          ------------         -----------
Net Income                                                 8,279               7,963                23,608              24,096
Preferred Unit Distribution                               (1,814)                 --                (2,025)                 --
                                                    ------------        ------------          ------------         -----------
Net Income Available to Common Unitholders          $      6,465        $      7,963          $     21,583         $    24,096
                                                    ============        ============          ============         ===========
Basic Earning Per Partnership Unit
 Income Before Extraordinary Item                   $       0.35        $       0.37          $       1.06         $      1.13
 Extraordinary Item                                        (0.05)                 --                 (0.05)                 --
                                                    ------------        ------------          ------------         -----------
 Net Income                                         $       0.30        $       0.37          $       1.01         $      1.13
                                                    ============        ============          ============         ===========
Diluted Earnings Per Partnership Unit
 Income Before Extraordinary Item                   $       0.35        $       0.37          $       1.06         $      1.13
 Extraordinary Item                                        (0.05)                 --                 (0.05)                 --
                                                    ------------        ------------          ------------         -----------
 Net Income                                         $       0.30        $       0.37          $       1.01         $      1.13
                                                    ============        ============          ============         ===========
Basic Weighted Average Number of
 Partnership Units Outstanding                            21,318              21,297                21,318              21,295
Add:  Dilutive Effect of Stock Options                        41                  89                    45                 120
                                                    ------------        ------------          ------------         -----------
Diluted Weighted Average Number of
 Partnership Units Outstanding                            21,359              21,386                21,363              21,415
                                                    ============        ============          ============         ===========
</TABLE>

<PAGE> 5

                     PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                     CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                       (UNAUDITED)
                                 (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                      For the Nine Months Ended
                                                                                            September 30,
                                                                             ----------------------------------------
                                                                                 1999                        1998
                                                                             -------------               ------------
<S>                                                                         <C>                         <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES                                    $      40,484               $     40,427
                                                                             -------------               ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Real Estate Assets, Developed or Acquired,
 Net of Accounts Payable                                                           (44,015)                  (184,075)
Proceeds from Sales of Real Estate Assets                                               --                        276
Increase in Restricted Cash                                                           (407)                    (1,394)
                                                                             -------------               ------------
    Net Cash Used in Investing Activities                                          (44,422)                  (185,193)
                                                                             -------------               ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Borrowings                                                            74,516                    260,977
Repayment of Borrowings                                                           (154,063)                   (99,432)
Proceeds from Sale of Partnership Common Units                                          --                        546
Proceeds from Issuance of Preferred Units                                          104,571                         --
Distributions to Preferred Unitholders                                              (2,025)                        --
Distributions to Minority Interests                                                    (50)                      (222)
Distributions to Partners                                                          (19,788)                   (19,147)
Deferred Financing Costs                                                              (629)                    (2,190)
                                                                             -------------               ------------
    Net Cash Provided by Financing Activities                                        2,532                    140,532
                                                                             -------------               ------------

Net Decrease in Cash                                                                (1,406)                    (4,234)
Cash, Beginning of Period                                                            5,123                      5,603
                                                                             -------------               ------------
Cash, End of Period                                                          $       3,717               $      1,369
                                                                             =============               ============
</TABLE>


                              See accompanying notes to financial statements.


<PAGE> 6
                PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                         NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)
           (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT DATA)

1.  BUSINESS SUMMARY AND SIGNIFICANT ACCOUNTING POLICIES

    Price    Development   Company,   Limited   Partnership   (the   "Operating
Partnership")  is  primarily  engaged  in  the  business  of  owning,  leasing,
managing,  operating, developing and redeveloping malls, community centers  and
other commercial  properties.  The  tenant  base  includes  primarily national,
regional and retail chains and local retail companies. Consequently, the credit
risk  is  concentrated  in  the retail industry.  JP Realty, Inc.,  a  Maryland
corporation (the "Company"),  is  the  sole  general  partner  of the Operating
Partnership.  The Company conducts all of its business operations  through, and
holds  an  69%  controlling  general partnership interest, as of September  30,
1999, in the Operating Partnership.   Since  there  are no material differences
between  the Company and the Operating Partnership they  will  be  collectively
referred to as the "Company" unless the context requires otherwise.

    The interim  financial  data  for the three and nine months ended September
30,  1999 and 1998 is unaudited; however,  in  the  opinion  of  the  Company's
management,  the  interim  financial  data includes all adjustments, consisting
only of normal recurring adjustments, necessary  for  a  fair  statement of the
results for the interim periods.

    On April 1, 1998, the Company stopped accruing revenues for  percentage and
overage rents based upon the adoption of Emerging Issues Task Force Issue 98-9.
On  January  1,  1999, the Company started accruing these revenues again  on  a
straight-line basis  and  will  continue  to  do  so as allowed by the Emerging
Issues  Task  Force  in  late  1998.   Certain amounts in  the  1998  financial
statements have been restated to conform with the 1999 presentation.


2.  BORROWINGS

<TABLE>
<CAPTION>
                                                                              SEPTEMBER 30,
                                                                                  1999
                                                                              -------------
<S>                                                                          <C>

Notes, unsecured; interest at 7.29%, maturing 2005 to 2008                    $     100,000
Mortgage payable, secured by real estate; interest at 6.68%,
due in 2008                                                                          83,667
Notes, secured by real estate; interest at 6.37%, due in 2001                        61,223
Credit facility, unsecured; weighted average interest at 6.02%
 during 1999, due in 2000                                                            49,100
Construction loan, secured by real estate; interest at 6.94%
 as of September 30, 1999, due in 2001                                               41,600
Construction loan, secured by real estate; interest at 6.94%
 as of September 30, 1999, due in 2001                                               40,466
Mortgage payable, secured by real estate; interest at 8.5%,
 due in 2000                                                                         12,254
Other notes payable, secured by real estate; interest ranging
 from 7.0% to 9.99%, maturing 2000 to 2095                                            5,133
                                                                              -------------
                                                                              $     393,443
                                                                              =============
</TABLE>

      On October 16, 1997, the Operating  Partnership obtained a $150,000 three
year unsecured credit facility (the "Credit  Facility")  from a group of banks.
On December 18, 1997, the amount was increased to $200,000.  The facility has a
three year term and bears interest, at the option of the Operating Partnership,
at one, or a combination, of (i) the higher of the federal funds
rate plus 50 basis points or the prime rate, or (ii) LIBOR  plus a spread of 70
to  130  basis  points.   The  LIBOR  spread  is  determined  by  the Operating
Partnership's  credit  rating and/or leverage ratio.  The Credit Facility  also
includes a competitive

<PAGE> 7
                PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                         NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)
           (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT DATA)

2.    BORROWINGS (CONTINUED)
bid option in the amount of $100,000 which will allow the Operating Partnership
to solicit bids for borrowings  from  the bank group.  The facility is used for
general  corporate  purposes  including development,  working  capital,  equity
investments,  repayment  of indebtedness  and/or  amortization  payments.   The
facility contains restrictive  covenants including limitations on the amount of
secured and unsecured debt, and  requires the Operating Partnership to maintain
certain financial ratios.  At September 30, 1999, the Operating Partnership was
in compliance with all of these covenants.

      The 100,000 notes have an interest rate of 7.29% payable semi annually on
March 11th and September 11th of each  year.   The  Operating  Partnership  had
entered  into  an interest rate protection agreement in anticipation of issuing
these notes and  received $270 as a result of terminating this agreement making
the effective rate of interest on these notes 7.24%.

      For the nine months ended September 30, 1999, draws totaling $12,916 were
made on the construction loan facility collateralized by Provo Towne Centre for
development activities at the mall.

      On July 30,  1999,  the  Company borrowed $5,905 from the Credit Facility
which was used to reduce the principal  outstanding  on the Spokane Valley Mall
construction loan.  The Company exercised the option to extend the construction
loan to August 2001. The fee to extend the construction loan was $154.

      On  July 21, 1999, the Operating Partnership borrowed  $33,777  from  its
Credit Facility  and  used  the  proceeds  to  reduce the notes secured by real
estate from $95,000 to $61,223.  This transaction  unencumbered  four  regional
mall  properties.   Deferred  financing  costs  related to the reduction of the
notes written-off and direct expenses, including  a prepayment penalty, make up
the  extraordinary  loss  or  $985.   Proceeds  from  the  sale  of  cumulative
redeemable preferred units of the Operating Partnership  were  used to pay down
the amount outstanding on the line of credit by $104,511.


3.    PRO FORMA FINANCIAL INFORMATION

      The following unaudited pro forma summary financial information  for  the
nine  months  ended  September  30,  1999  and  1998,  is  presented  as if the
acquisition  of  NorthTown  Mall  (which  occurred  on  August 6, 1998) and the
issuance of Series A and Series B preferred units (Note 4) had been consummated
as of January 1, 1998.

<TABLE>
<CAPTION>
                                                                                       FOR THE NINE MONTHS ENDED
                                                                                              SEPTEMBER 30,
                                                                             -------------------------------------------
                                                                                  1999                          1998
                                                                             --------------                 ------------
<S>                                                                         <C>                            <C>
Total Revenues                                                               $       97,126                 $     85,183
Net Income Available to Common Unitholders                                   $       19,903                 $     21,177
Basic Earnings Per Partnership Unit                                          $         0.93                 $       0.99
Diluted Earnings Per Partnership Unit                                        $         0.93                 $       0.99
</TABLE>

      The  pro forma financial information summarized above  is  presented  for
information  purposes  only and may not be indicative of what actual results of
operations would have been  had  the acquisition of NorthTown Mall and issuance
of Series A and Series B preferred  units been completed as of the beginning of
the  periods  presented,  nor  does it purport  to  represent  the  results  of
operations for future periods.

<PAGE> 8
                PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                         NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)
           (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT DATA)

4.  PARTNERS' CAPITAL

    The following table summarizes changes in partners' capital  since December
31, 1998:
<TABLE>
<CAPTION>
                                                          PREFERRED                              COMMON
                                                           LIMITED             GENERAL           LIMITED
                                                           PARTNERS            PARTNER           PARTNERS             TOTAL
                                                          ----------          ---------          ---------          ---------
<S>                                                      <C>                 <C>                <C>                <C>
Partners' Capital at December 31, 1998                    $       --          $ 204,384          $  32,537          $ 236,921
Conversion of Limited Partners' Interests                         --                  2                 (2)                --
Preferred Units Issued                                       104,571                 --                 --            104,571
Distributions Paid                                                --            (16,368)            (3,420)           (19,788)
Distributions Accrued                                             --             (8,185)            (1,710)            (9,895)
Net Income                                                     2,025             17,872              3,711             23,608
Preferred Unit Distributions                                  (2,025)                --                 --             (2,025)
                                                          ----------          ---------          ---------          ---------
Partners' Capital at September 30, 1999                   $  104,571          $ 197,705          $  31,116          $ 333,392
                                                          ==========          =========          =========          =========
</TABLE>

      In April 1999, the Operating  Partnership  issued  510,000 Series A 8.75%
cumulative redeemable preferred units (the "Series A Preferred  Units")  with a
liquidation  value  of  twenty-five  dollars  per unit, in exchange for a gross
contribution of $12,750.  The Operating Partnership  used  the  proceeds,  less
applicable  transaction  costs  and  expenses  of  $405,  for  the repayment of
borrowings  outstanding  under  the  Credit  Facility.  The Series A  Preferred
Units, which may be redeemed by the Operating Partnership on or after April 23,
2004, have no stated maturity or mandatory redemption  and  are not convertible
into any other securities of the Operating Partnership.  The Series A Preferred
Units are exchangeable at the option of the preferred unitholder  at  a rate of
one  Series  A  Preferred  Unit  for  one share of the Company's Series A 8.75%
cumulative redeemable preferred stock beginning  April  23,  2009,  or  earlier
under certain circumstances.

    In  July 1999, the Operating Partnership issued 3,800,000 million Series  B
8.95% cumulative  redeemable  preferred units (the "Series B Preferred Units"),
with a liquidation value of twenty-five  dollars  per  unit,  in exchange for a
gross contribution of
$95,000.  The Company used the proceeds, less applicable transaction  costs and
expenses  of  $2,774,  to repay $90,000 in borrowings under the Credit Facility
and increase operating cash.   The  Series  B  Preferred  Units,  which  may be
redeemed by the
Operating  Partnership  on  or  after July 28, 2004, have no stated maturity or
mandatory redemption and are not  convertible  into any other securities of the
Operating Partnership.  The Series B Preferred Units  are  exchangeable  at the
option of the preferred unitholder at a rate of one Series B Preferred Unit for
one share of the Company's Series B 8.95% cumulative redeemable preferred stock
beginning July 28, 2009, or earlier under certain circumstances.

    The  Operating Partnership makes quarterly distributions to the holders  of
the Series  A and Series B Preferred Units on the last day of each March, June,
September and  December.   For  the  nine  months  ended  September  30,  1999,
distributions  for  the  Series  A  and  Series B Preferred Units were $490 and
$1,535, respectively.


5.  SEGMENT INFORMATION

    In 1998, the Company adopted SFAS No.  131.   The  prior years' information
has  been  restated  to  present the Operating Partnership's  three  reportable
segments:   (1)regional  malls,   (2)community   centers,   and   (3)commercial
properties in conformity with SFAS No. 131.

    The accounting policies of the segments are the same as those described  in
the  "Summary of Significant Accounting Policies."  Segment data includes total
revenues  and  property,  net  operating  income  (revenues  less operating and
maintenance

<PAGE> 9
                PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                         NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)
           (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT DATA)

5.  SEGMENT INFORMATION (CONTINUED)
expense  and  real estate taxes and insurance expense ("Property  NOI")).   The
Operating Partnership  evaluates  the performance of its segments and allocates
resources to them based on Property NOI.

    At September 30, 1999, the regional  mall  segment consisted of 17 regional
malls in seven states containing approximately 9,810,000  square  feet of total
gross leasable area ("GLA") and which range in size from approximately  296,000
to 1,171,000 square feet of total GLA.

    The  community  center  segment  consists  of 25 properties in seven states
containing over 3,185,000 square feet of total GLA  and two freestanding retail
properties containing approximately 5,000 square feet of GLA.

    The   commercial   properties  include  six  mixed-use  commercial/business
properties  with 38 commercial  buildings  containing  approximately  1,354,000
square feet of GLA which are located primarily in the Salt Lake City, Utah area
where the Company's headquarters is located.

    The table  below  presents  information  about  the Operating Partnership's
reportable segments for the nine months ending September 30:

<TABLE>
<CAPTION>
                                               REGIONAL           COMMUNITY        COMMERCIAL
                                                 MALLS             CENTERS         PROPERTIES          OTHER           TOTAL
                                              ----------         -----------       ----------        ----------     ----------
<S>                                          <C>                <C>               <C>                <C>           <C>
1999
----
Total Revenues                                $   75,406         $    15,391       $    5,540        $      789     $   97,126
Property Operating Expenses (1)                  (22,444)             (3,154)          (1,298)               --        (26,896)
Property NOI (2)                                  52,962              12,237            4,242               789         70,230
Unallocated Expenses (3)                              --                  --               --           (44,926)       (44,926)
Unallocated Minority Interest (4)                     --                  --               --              (711)          (711)
Unallocated Other (5)                                 --                  --               --              (985)          (985)
Consolidated Net Income                               --                  --               --                --         23,608
Additions to Real Estate Assets                   38,009               5,333              906                97         44,345
Total Assets (6)                                 627,669              84,073           30,968            15,346        758,056
1998
----
Total Revenues                                $   57,057          $   13,347       $    5,700        $      764     $   76,868
Property Operating Expenses (1)                  (16,749)             (3,031)          (1,212)               --        (20,992)
                                              ----------          ----------       ----------        ----------     ----------
Property NOI (2)                                  40,308              10,316            4,488               764         55,876
Unallocated Expenses (3)                              --                  --               --           (31,713)       (31,713)
Unallocated Minority Interest (4)                     --                  --               --              (301)          (301)
Unallocated Other (5)                                 --                  --               --               234            234
Consolidated Net Income                               --                  --               --                --         24,096
Additions (Deletions) to Real Estate             177,517              (2,545)             425             5,037        180,434
Assets
Total Assets (6)                                 594,483              76,461           31,219            12,919        715,082
</TABLE>
-------------------------------------
(1)  Property operating expenses consist of operating, maintenance, real estate
     taxes and insurance as listed in the condensed consolidated  statement  of
     operations.
(2)  Total revenues minus property operating expenses.
(3)  Unallocated  expenses consist of general and administrative, depreciation,
     amortization of deferred financing costs, amortization of deferred leasing
     costs and interest  as  listed  in the condensed consolidated statement of
     operations.
(4)  Unallocated minority interest includes  minority  interest  in  income  of
     consolidated   partnerships   as  listed  in  the  condensed  consolidated
     statement of operations.
(5)  Unallocated other includes gain  on  sales  or  real  estate  and  loss on
     extinguishment of debt as listed in the consolidated statement of
     operations.
(6)  Unallocated   other   total   assets   include  cash,  corporate  offices,
     miscellaneous real estate and deferred financing costs.

<PAGE> 10
                     PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                              NOTES TO FINANCIAL STATEMENTS
                                       (UNAUDITED)
                (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT DATA)


6.  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

    Price  James,  a  consolidated partnership of  the  Operating  Partnership,
received a building appraised  at $2,000 in exchange for accounts receivable of
$43 and $1,957 for termination of  a  long-term  ground  lease which amount was
recorded in minimum rents.

    Holders  of  the  Operating Partnership's common units of  limited  partner
interest elected to convert 200 and 285 common units having a recorded value of
$2 and $3, respectively,  into an equal number of shares of Common Stock during
the nine months ended September 30, 1999 and 1998, respectively.

<TABLE>
<CAPTION>
                                                                       SEPTEMBER 30,                   SEPTEMBER 30,
                                                                           1999                            1998
                                                                       -------------                   -------------
<S>                                                                   <C>                             <C>
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
The following non-cash transactions occurred:
 Distributions Accrued For General Partner Not Paid                    $       8,185                   $       7,911
 Distributions Accrued For Limited Partners Not Paid                   $       1,710                   $       1,655
</TABLE>


7.  SUBSEQUENT EVENTS

    On October 19, 1999, the  Board  of  Directors  of the Company authorized a
common  share  repurchase  program  under which the Company  is  authorized  to
purchase up to $25,000 of its currently outstanding common shares from time-to-
time  on  the  open market and in negotiated  transactions.   For  every  share
repurchased by the  Company from the open market or in negotiated transactions,
the Operating Partnership  repurchases  an  Operating Partnership unit from the
Company.

    On  October  20,  1999,  the  Company held a grand  opening  of  its  newly
developed regional mall in Sierra Vista,  Arizona.   The  Mall  at Sierra Vista
added  approximately  330,000  square  feet  of  additional  total  GLA to  the
Company's existing portfolio.

<PAGE> 11
ITEM 2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL CONDITION  AND
            -------------------------------------------------------------------
            RESULTS OF OPERATIONS
            ---------------------

OVERVIEW

    The  following  discussion  should  be  read   in   conjunction   with  the
Consolidated  Financial  Statements of the Operating Partnership and the  notes
thereto appearing elsewhere herein.

    JP Realty, Inc. is a fully  integrated,  self-administered and self-managed
REIT  primarily  engaged  in  the  ownership, leasing,  management,  operating,
development, redevelopment and acquisition of retail properties in Utah, Idaho,
Colorado, Arizona, Nevada, New Mexico and Wyoming (the "Intermountain Region"),
as well as in Oregon, Washington and  California.  JP Realty, Inc. conducts all
of its business operations through, and held a 69% controlling  general partner
interest  in,  Price  Development Company, Limited Partnership ("the  Operating
Partnership") as of September  30,  1999.  The Operating Partnership's existing
portfolio consists of 51 properties, in three  operating segments, including 18
enclosed regional malls, 25 community centers together  with  two  freestanding
retail properties and six mixed-use commercial properties.

    The  Company's  operations before depreciation were positively impacted  by
the August 1998 acquisition  of  NorthTown  Mall  as  well  as  its development
activities.  The development activities added a combined 1,028,000  square feet
of total gross leasable area ("GLA") to the retail portfolio (15,000  in  March
1998, 491,000 in August 1998, and 522,000 in October 1998).

    JP  Realty,  Inc.,  together  with  the Operating Partnership and its other
subsidiaries, shall be referred to herein as (the "Company").

CHANGE IN REVENUE RECOGNITION POLICY

    On April 1, 1998, the Company stopped  accruing revenues for percentage and
overage rents based upon the adoption of Emerging Issues Task Force Issue 98-9.
On  January 1,1999, the Company started accruing  these  revenues  again  on  a
straight-line  basis  and  will  continue  to  do so as allowed by the Emerging
Issues  Task  Force  in  late  1998.  Certain amounts  in  the  1998  financial
statements have been restated to conform with the 1999 presentation.

RESULTS OF OPERATIONS

    COMPARISON OF NINE MONTHS ENDED  SEPTEMBER  30,  1999  TO NINE MONTHS ENDED
SEPTEMBER 30, 1998 (DOLLARS IN THOUSANDS)

    Total  revenues  for  the  nine  months ended September 30, 1999  increased
$20,258 or 26% to $97,126 as compared  to  $76,868  in  1998.  This increase is
primarily attributable to a $15,433 or 28% increase in minimum rents to $71,486
as  compared to $56,053 in 1998.  Additionally, percentage  and  overage  rents
decreased  $263 or 8% to $3,226 as compared to $3,489 in 1998.  The decrease in
percentage and  overage  rents  is primarily the result of changes in estimates
for the nine months and changes in leases made with tenants.

    The August 1998 acquisition of NorthTown Mall, the August 1998 expansion of
Boise Towne Square, the October 1998  opening  of  Provo  Towne Centre, and the
October 1998 addition of Sears to Red Cliffs Mall and Sears Tire and Battery to
Red Cliffs Plaza contributed $10,912 to the minimum rent increase  and  $308 to
percentage  and overage rents.   Minimum rents increased $1,957 from a non-cash
transaction in  which  a  consolidated partnership of the Operating Partnership
received a building in exchange  for  cancellation of a long-term ground lease.
The remaining $2,564 increase in minimum  rents  was  the  result  of increases
experienced for the balance of the property portfolio.

    Revenues recognized from straight-line rents were $1,052 in 1999  and  $622
in 1998.

    Recoveries  from  tenants increased $5,056 or 30% to $21,712 as compared to
$16,656  in  1998.   Property   operating  expenses,  including  operating  and
maintenance, and real estate taxes  and  insurance  increased $3,959 or 31% and
$1,945 or 23% respectively.  The acquisition of NorthTown  Mall, the opening of
Provo  Towne Centre and the expansion of Boise Towne Square contributed  $3,617
to recoveries  from  tenants,  $3,733 to property operating expenses (including
operating and maintenance) and $1,460  to  real  estate  taxes  and  insurance.
Recoveries from tenants as a percentage of property operating expenses were 81%
compared to 79% in 1998.

<PAGE> 12

    Depreciation  and  amortization  increased  $4,983  or  36%  to  $18,836 as
compared to $13,853 in 1998.  This increase is primarily due to the acquisition
of  NorthTown  Mall, changes in asset lives on certain tenant improvements  and
the increase in newly developed GLA.


    Interest expense  increased $7,664 or 57% to $21,023 as compared to $13,359
in 1998.  This increase  resulted  from  additional  borrowings used to acquire
NorthTown Mall and newly constructed GLA and a decrease in capitalized interest
due to completed GLA.  The reduction of borrowings outstanding,  funded  by the
sale  cumulative  redeemable  preferred  units  of  the  Operating Partnership,
created a smaller percentage increase in interest expense. Interest capitalized
on projects under development was $1,887 in 1999 as compared to $3,112 in 1998.

    During 1999 the Company's borrowings secured by real estate were reduced by
$33,777, which unencumbered four regional properties.  Deferred financing costs
related  to the transaction were written-off and direct expenses,  including  a
prepayment  penalty,  created  an  extraordinary  loss  of $985.  There were no
extraordinary losses in 1998.

    The issuance of the cumulative redeemable preferred units  of the Operating
Partnership in 1999 creates an allocation of income and distribution  which was
$2,025 in 1999.

     COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 1999 TO THREE MONTHS  ENDED
SEPTEMBER 30, 1998 (DOLLARS IN THOUSANDS)

    Total  revenues  for  the  three  months ended September 30, 1999 increased
$4,440 or 16% to $32,398 as compared to  $27,958  in  1998.   This  increase is
primarily attributable to a $3,340 or 17% increase in minimum rents to  $23,316
as  compared  to  $19,976  in 1998.  Additionally, percentage and overage rents
decreased $92 or 8% to $1,088  as  compared to $1,180 in 1998.  The decrease in
percentage and overage rents is primarily  the  result  of changes in estimates
for the three months and changes in leases made with tenants.

    The August 1998 acquisition of NorthTown Mall, the August 1998 expansion of
Boise  Towne Square, the October 1998 opening of Provo Towne  Centre,  and  the
October 1998 addition of Sears to Red Cliffs Mall and Sears Tire and Battery to
Red Cliffs  Plaza  contributed  $2,450  to  the  minimum  rent  increase.   The
remaining   $890  increase  in  minimum  rents  was  the  result  of  increases
experienced for the balance of the property portfolio.

    Revenues  recognized from straight-line rents were $429 in 1999 and $253 in
1998.

    Recoveries  from  tenants  increased $1,262 or 19% to $7,785 as compared to
$6,523  in  1998.   Property  operating   expenses,   including  operating  and
maintenance, and real estate taxes and insurance increased  $1,018  or  21% and
$404 or 13% respectively.  The acquisition of NorthTown Mall and the opening of
Provo  Towne  Centre  contributed  $877  to  recoveries from tenants, $1,091 to
property operating expenses (including operating  and  maintenance) and $340 to
real estate taxes and insurance.  Recoveries from tenants  as  a  percentage of
property operating expenses were 84% in 1999 compared to 83% in 1998.

    Depreciation and amortization increased $1,008 or 19%to $6,211  as compared
to  $5,203 in 1998.  This increase is primarily due to the acquisition  of  the
NorthTown  Mall,  changes in asset lives on certain tenant improvements and the
increase in newly developed GLA.

    Interest expense  increased  $761 or 14% to $6,324 as compared to $5,563 in
1998.   This  increase resulted from  additional  borrowings  used  to  acquire
NorthTown Mall and newly constructed GLA and a decrease in capitalized interest
due to completed  GLA.   The reduction of borrowings outstanding, funded by the
sale of cumulative redeemable  preferred  units of the Operating Partnership's,
created   a  smaller  percentage  increase  in  interest   expense.    Interest
capitalized  on  projects  under  development  was  $848 in 1999 as compared to
$1,132 in 1998.

    During 1999 the Company's borrowings secured by real estate were reduced by
$33,777, which unencumbered four regional properties.  Deferred financing costs
related to the transaction were written-off and direct  expenses,  including  a
prepayment  penalty,  created  an  extraordinary  loss  of $985.  There were no
extraordinary losses in 1998.

    The issuance of the cumulative redeemable preferred units  of the Operating
Partnership in 1999 creates an allocation of income and distribution  which was
$1,814 in 1999.

<PAGE> 13

LIQUIDITY AND CAPITAL RESOURCES

    The  Company's  principal uses of its liquidity and capital resources  have
historically   been  for   distributions,   property   acquisitions,   property
development, expansion and renovation programs and debt repayment.  To maintain
its qualification as a REIT under the Internal Revenue Code of 1986, as amended
(the "Code"), JP  Realty, Inc. is required to distribute to its shareholders at
least 95% of its "Real  Estate  Investment Trust Taxable Income," as defined in
the Code.  During the quarter ended  September 30, 1999, the Company declared a
distribution of $.465 per share payable  October  19,  1999 to the shareholders
and unitholders of record as of October 7, 1999.

    The  Company's  principal  source  of  liquidity  is  its  cash  flow  from
operations  generated  from  its real estate investments.  As of September  30,
1999, the Company's cash and restricted  cash  amounted  to  approximately $7.7
million.   In addition to its cash and restricted cash, unused  capacity  under
the Credit Facility at September 30, 1999 totaled $141.4 million.

    The Company  expects  to  meet  its short-term cash requirements, including
distributions,  recurring  capital  expenditures  related  to  maintenance  and
improvement   of  existing  properties,  through   undistributed   funds   from
operations, cash balances and advances under the Credit Facility.

    The Company's  principal  long-term  liquidity  requirements  will  be  the
repayment  $61.2 million mortgage debt, which matures in 2001, the repayment of
the $100 million  senior notes principal payable at $25 million a year starting
in March 2005, the  repayment  of  the  $83.7  million  first  mortgage,  which
requires  a  balloon  payment of approximately $74.1 million in September 2008,
the repayment of outstanding  balances  under  the $200 million Credit Facility
due October 2000, the repayment of $12.3 million first mortgage, which requires
a  balloon payment of approximately $11.9 million  in  October  2000,  and  the
repayment  of  principal  on  the  Spokane  Valley  Mall and Provo Towne Centre
Construction loans of approximately $41.6 million and  $40.5 million due August
2001 and July 2001, respectively.

    On  October  20,  1999,  the  Company  held a grand opening  of  its  newly
developed  mall  in Sierra Vista, Arizona.  The  Mall  at  Sierra  Vista  added
approximately 330,000  square  feet  of  additional  total GLA to the Company's
existing portfolio. The remaining construction costs for completion of the mall
will be financed with the Credit Facility.  Additional  long-term capital needs
of the Company relates to the expansion of NorthTown Mall,  a  regional mall in
Spokane,  Washington,  through  its  consolidated  partnership, Price  Spokane,
Limited  Partnership.  The project is expected to be  completed  in  the  third
quarter 2000  and  will  add  approximately  100,000 square feet of GLA.  Costs
incurred on the NorthTown Mall expansion are approximately  $4.9 million, which
have  been  funded  by  the Credit Facility.  Total costs for the  project  are
expected to be approximately $17 million.  The Company is currently involved in
smaller expansion and renovation projects of its properties.  The projects will
be financed by its Credit  Facility.   The  Company  is  also contemplating the
expansion and renovation of several of its existing properties  and  additional
development projects and acquisitions as a means to expand its portfolio.   The
Company  does  not  expect to generate sufficient funds from operations to meet
such long-term needs  and  intends  to  finance  these  costs primarily through
advances under the Credit Facility together with equity and  debt offerings and
individual  property  financing.   The  availability  of  such  financing  will
influence  the  Company's  decision  to  proceed  with,  and  the pace of,  its
development and acquisition activities.

    On April 23, 1999, the Operating Partnership issued 510,000  Series A 8.75%
cumulative  redeemable  preferred  units  in  a  private placement.  Each  unit
represents a limited partnership interest with a liquidation  value  of twenty-
five  dollars  per  unit.   The  Operating  Partnership  used  the  proceeds of
approximately $12.8 million, less applicable transaction costs and expenses  of
approximately $0.4 million, for the partial repayment of borrowings outstanding
under  the Credit Facility.  On July 28, 1999, the Operating Partnership issued
3,800,000  Series  B 8.95% cumulative redeemable perpetual preferred units in a
private placement.   Each unit represents a limited partnership interest with a
liquidation value of twenty-five  dollars  per  unit.   The  Company  used  the
contribution  proceeds  of  $95  million, less applicable transaction costs and
expenses of approximately $2.8 million, for the partial repayment of borrowings
outstanding  under  the  Credit  Facility   and  increase  in  operating  cash.
Quarterly distributions to the Series A and Series  B preferred unitholders are
due on the last day of each March, June, September and December.

    On  September 2, 1997, the Company and the Operating  Partnership  filed  a
shelf registration  statement  on  Form  S-3  with  the Securities and Exchange
Commission  for  the  purpose  of  registering common stock,  preferred  stock,
depositary shares, common stock warrants, debt securities and guaranties.  This
registration statement, when combined  with the Company's unused portion of its
previous shelf registration, would allow  for  up to $400 million of securities
to be offered by the Company and the Operating Partnership.  On March 11, 1998,
pursuant to this registration statement, the Operating  Partnership issued $100
million of ten-year senior unsecured notes bearing annual interest at a rate of
7.29%.  The Operating Partnership had entered into an interest  rate

<PAGE> 14

protection agreement in anticipation of issuing these notes and received
$270,000 as a result of terminating this agreement making the effective rate of
interest on these notes 7.24%.  Interest payments on the unsecured notes are due
semi annually on March 11th and September 11th of each year.  Principal payments
of $25 million on the unsecured notes are due annually beginning March 2005. The
proceeds  were  used to partially repay outstanding borrowings under the Credit
Facility.

    The Company intends  to  incur  additional  borrowings  in  the future in a
manner consistent with its policy of maintaining a conservative ratio  of debt-
to-total  market  capitalization.  The  Company's ratio of debt-to-total market
capitalization was approximately 45% at September 30, 1999.

YEAR 2000 ISSUES

    In the past, many computer software programs  were written using two digits
rather than four to define the applicable year.  As  a  result,  date-sensitive
computer software may recognize a date using "00" as the year 1900  rather than
the  year 2000.  This is generally referred to as the Year 2000 ("Y2K")  issue.
If this  situation occurs, the potential exists for computer system failures or
miscalculations  by  computer  programs,  which  could  disrupt  the  Company's
operations.

    The Company has developed a comprehensive strategy for updating its systems
for  Y2K  compliance.   The  Company's  information  technology  ("IT") systems
include  software and hardware purchased from outside vendors, as well  as  in-
house developed  software.   The  Company  is  confident  that vendor developed
software  and  hardware  has  been  made  Y2K compliant through installing  and
compliance testing vendor-provided Y2K updates.   In-house  developed  software
has been identified and assessed.  Modifications are being and will continue to
be  made  as  necessary to bring such software into Y2K compliance and validate
such in-house developed compliance prior to the end of 1999.

    The Company  believes  that  the  identification  of  the  Company's non-IT
systems which may be impacted by the Y2K problem, including those  relating  to
property  management  (e.g. alarm systems and HVAC systems) has been completed,
and that modifications, validation and implementation of necessary changes will
be completed during 1999.

    The  Company  is also  identifying  third  parties  with  which  it  has  a
significant relationship  that,  in  the  event  of a Y2K failure, could have a
material impact on its financial position or operating  results.  Third parties
include energy and utility suppliers, creditors, service  and product suppliers
and the Company's significant tenants.  These relationships,  especially  those
associated with certain suppliers and tenants, are material to the Company  and
a  Y2K  failure  for  one  or  more of these parties could result in a material
adverse effect on the Company's  operating results and financial position.  The
Company continues to make inquiries  of these third parties to assess their Y2K
readiness.  The Company expects that this  process  will be on-going throughout
the current year.

    The Company currently estimates that the costs to address Y2K, issues which
through  September  30, 1999 totaled approximately $100,000,  will  not  exceed
$200,000.  Costs include  incremental salary and fringe benefits for personnel,
hardware and software costs, and consulting and travel expenses associated with
addressing Y2K issues.  These  costs  will  be  expensed as incurred or, in the
case of equipment or software replacement, will be  capitalized and depreciated
over  the expected useful life.  The Company recognizes  that  the  total  cost
estimate  is  likely  to  increase  as  it  completes  its assessment of non-IT
systems.  The Company is not currently able to reasonably estimate the ultimate
cost to be incurred for the assessment, remediation, upgrade,  replacement  and
testing of its impacted non-IT systems.

    The  worst  case  Y2K  scenarios  could  be  as  insignificant  as  a minor
interruption  in  property  management  services  provided  to  tenants  at the
Company's  properties resulting from unanticipated problems encountered in  the
IT systems of the Company or any of the significant third parties with whom the
Company does business.  The pervasiveness of the Y2K issue makes it likely that
previously unidentified  issues  will  require  remediation  during  the normal
course  of business.  In such a case, the Company anticipates that transactions
could be  processed  manually  while IT and other systems are repaired and that
such interruptions would have a  minor  effect on the Company's operations.  On
the other hand, a worst case Y2K scenario  could  be  as  far  reaching  as  an
extended  loss  of utility service resulting from interruptions at the point of
power generation,  on-line transmission, or local distribution to the Company's
Properties.  Such an  interruption  could  result  in  an  inability to provide
tenants with access to their spaces thereby affecting the Company's  ability to
collect rents and pay its obligations which could result in a material  adverse
effect on the Company's operating results and financial position.

    The statements contained in this Quarterly Report of Form 10-Q that are not
purely  historical  fact  are  forward looking statements, including statements
regarding the Company's expectations,  budgets,  estimates,  contemplations and
Y2K compliance.  All forward looking statements included in this  document  are
based on information available to the Company on

<PAGE> 15
the  date  hereof,  and  the  Company  assumes no obligation to update any such
forward looking statement.  It is important  to  note that the Company's actual
results could differ materially from those in such  forward looking statements.
Certain  factors that might cause such differences include  those  relating  to
changes in  economic  climate,  local  conditions,  law  and  regulations,  the
availability  of acceptance financing the relative illiquidity of real property
investments,  the   potential   bankruptcy  of  tenants  and  the  development,
redevelopment   or  expansion  of  properties   and   unexpected   developments
surrounding the Y2K issues.


ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
          ----------------------------------------------------------

    The  Operating   Partnership's  exposure  to  market  risk  is  limited  to
fluctuations in the general  level  of interest rates on its current and future
fixed and variable rate debt obligations.  Even  though  its  philosophy  is to
maintain  a  fairly  low  tolerance  to  interest  rate  fluctuation  risk, the
Operating Partnership is still vulnerable, however, to significant fluctuations
in  interest  rates  on  its  variable  rate  debt,  on any future repricing or
refinancing of its fixed rate debt and on future debt.

    The Operating Partnership uses long-term and medium-term  debt  as a source
of  capital.  On September 30, 1999, the Operating Partnership had $262,277,000
of fixed rate debt  which  consisted of $100,000,000 unsecured public bonds and
$162,277,000 in mortgages and  notes secured by real estate.  The various fixed
rate debt instruments mature starting  in  the  year  2000  through  2095.  The
average rate of interest on the fixed rate debt is 6.9%.  When debt instruments
of  this  type mature, the Operating Partnership typically refinances such debt
at the then-existing  market  interest rates which may be more or less than the
interest rates on the maturing debt. In addition, the Operating Partnership may
attempt to reduce interest rate  risk  associated with a forecasted issuance of
new fixed rate debt by entering into interest  rate  protection agreements. The
Operating Partnership does not have any fixed rate debt maturing in 1999.

    The Operating Partnership's Credit Facility and existing construction loans
have  variable  interest  rates  and  any fluctuation in interest  rates  could
increase or decrease the Operating Partnership's interest expense. At September
30,  1999,  the  Operating  Partnership  had   approximately   $131,166,000  in
outstanding  variable  rate  debt.  If  the  interest  rate  for  the Operating
Partnership's variable rate debt increased or decreased by 1% during  1999, the
Operating Partnership's interest rate expense on its outstanding variable  rate
debt  would  increase  or  decrease,  as  the  case  may  be,  by approximately
$1,312,000.

    Due to the uncertainty of fluctuations in interest rates and  the  specific
actions that might be taken by the Operating Partnership to mitigate the impact
of  such  fluctuations  and  their  possible effects, the foregoing sensitivity
analysis assumes no changes in the Operating Partnership's financial structure.

<PAGE> 16

          PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                         NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)
           (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT DATA)

                                         PART II

ITEM 1.  LEGAL PROCEEDINGS
         -----------------

    The  Operating  Partnership is not  aware  of  any  pending  or  threatened
litigation at this time  that  will  have  a  material  adverse  effect  on the
Operating Partnership or any of its properties.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
         -----------------------------------------

    Not applicable


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
         -------------------------------

    Not applicable.


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

    Not applicable


ITEM 5.  OTHER INFORMATION
         -----------------

    Not applicable.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
         --------------------------------

    (A)   EXHIBITS


<PAGE> 17

<TABLE>
<CAPTION>
EXHIBIT                                                                                                         PAGE
Number                          Description                                                                     Number
------                          -----------                                                                     ------
<S>     <C>     <C>                                                                              <C>
4.1              Form of Debt Security (4.6){*}
4.2              Indenture, dated March 11, 1998, by and between the Operating Partnership and
                 The Chase Manhattan Bank as trustee (4.8){*}
4.3              First Supplemental Indenture, dated March 11, 1998, by and between the Operating
                 Partnership and The Chase Manhattan Bank as trustee (4.9){*}
10.1             Second Amended and Restated Agreement of Limited Partnership of Price
                 Development Company, Limited Partnership{**}
10.2             Agreement of Limited Partnership of Price Financing Partnership, L.P. (10(b)){***}
10.3             Loan Agreements related to Mortgage Debt and related documents (10(c)){***}
        i)       Deed of Trust, Mortgage, Security Agreement and Assignment of Leases and Rents
                 of Price Financing Partnership, L.P.
        ii)      Intentionally Omitted
        iii)     Indenture between Price Capital Corp. and a Trustee
        iv)      Limited Guarantee Agreement (Guarantee of Collection) for outside investors
        v)       Limited Guarantee Agreement (Guarantee of Collection) for Price Group Investors
        vi)      Cash Collateral Account Security, Pledge and Assignment Agreement among Price
                 Financing Partnership, L.P., Price Capital Corp. and Continental Bank N.A.
        vii)     Note Issuance Agency Agreement between Price Capital Corp. and Price Financing
                 Partnership, L.P.
        viii)    Management and Leasing Agreement among Price Financing Partnership, L.P. and
                 Price Development Company, Limited Partnership
        ix)      Assignment of Management and Leasing Agreement of Price Financing Partnership,
                 L.P.
10.6             Registration Rights Agreement among the Company and the Limited Partners of
                 Price Development Company, Limited Partnership (10(g)){***}
10.7             Amendment No. 1 to Registration Rights Agreement, dated August 1, 1995, among
                 the Company and the Limited Partners of Price Development Company, Limited
                 Partnership{***}
10.8             Exchange Agreement among the Company and the Limited Partners of Price
                 Development Company, Limited Partnership (10(h)){***}
10.10            Amendment to Groundlease between Price Development Company and Alvin Malstrom as
                 Trustee and C.F. Malstrom, dated December 31, 1985. (Groundlease for Plaza 9400)
                 (10(j)){***}
10.11            Lease Agreement between The Corporation of the President of the Church of Jesus
                 Christ of Latter Day Saints and Price-James and Assumptions, dated September 24,
                 1979.  (Groundlease for Anaheim Plaza) (10(k)){***}
10.12            Indenture of Lease between Ambrose and Zelda Motta and Cordova Village, dated
                 July 26, 1974, and Amendments and Transfers thereto.  (Groundlease for Fort
                 Union Plaza) (10(i)){***}
10.13            Lease Agreement between Advance Management Corporation and Price Rentals, Inc.
                 and dated August 1, 1975 and Amendments thereto. (Groundlease for Price Fremont)
                 (10(m)){***}
10.14            Groundlease between Aldo Rossi and Price Development Company, dated June 1,
                 1989, and related documents.  (Groundlease for Halsey Crossing) (10(n)){***}
10.15            First Amendment to Second Amended and Restated Agreement of Limited Partnership
                 of Price Development Company, Limited Partnership{**}
10.16            Second Amendment to Second Amended and Restated Agreement of Limited Partnership
                 of Price Development Company, Limited Partnership{**}
10.17            Third Amendment to Second Amended and Restated Agreement of Limited Partnership
                 of Price Development Company, Limited Partnership
27.              Financial Data Schedule
</TABLE>
--------------------
*   Documents  were  previously filed with the Operating Partnership's Current
    Report on Form 8-K  dated March 12, 1998, under the exhibit numbered in the
    parenthetical, and are incorporated herein by reference.
**  Documents were previously filed with the Operating Partnership's Quarterly
    Report  on  Form  10-Q  for  the  quarter  ended  June  30,  1999  and  are
    incorporated herein by reference.
*** Documents were previously  filed with the Company's Registration Statement
    on  Form  S-11,  File No. 33-68844,  under  the  exhibit  numbered  in  the
    parenthetical, and are incorporated herein by reference.

<PAGE> 18
                                  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.

<TABLE>
<CAPTION>
                                                                        PRICE DEVELOPMENT COMPANY,
                                                                        LIMITED PARTNERSHIP
                                                                        (Registrant)
<S>                                    <C>                              <C>
                                                                        By: JP Realty, Inc., its General Partner



           November 12, 1999                                            /s/ G. Rex Frazier
           -----------------                                            ----------------------
                (Date)                                                  G. Rex Frazier
                                                                        PRESIDENT, CHIEF OPERATING OFFICER,
                                                                        AND DIRECTOR


           November 12, 1999                                            /s/ M. Scott Collins
           -----------------                                            ----------------------
                (Date)                                                  M. Scott Collins
                                                                        VICE PRESIDENT--CHIEF FINANCIAL OFFICER
                                                                        (PRINCIPAL FINANCIAL
                                                                        & ACCOUNTING OFFICER)
</TABLE>



<PAGE>

                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit                                                                                                         PAGE
NUMBER                          Description                                                                     Number
------                          -----------                                                                     ------
<S>     <C>     <C>                                                                              <C>
4.1              Form of Debt Security (4.6){*}
4.2              Indenture, dated March 11, 1998, by and between the Operating Partnership and
                 The Chase Manhattan Bank as trustee (4.8){*}
4.3              First Supplemental Indenture, dated March 11, 1998, by and between the Operating
                 Partnership and The Chase Manhattan Bank as trustee (4.9){*}
10.1             Second Amended and Restated Agreement of Limited Partnership of Price
                 Development Company, Limited Partnership{**}
10.2             Agreement of Limited Partnership of Price Financing Partnership, L.P. (10(b)){***}
10.3             Loan Agreements related to Mortgage Debt and related documents (10(c)){***}
         i)      Deed of Trust, Mortgage, Security Agreement and Assignment of Leases and Rents
                 of Price Financing Partnership, L.P.
         ii)     Intentionally Omitted
         iii)    Indenture between Price Capital Corp. and a Trustee
         iv)     Limited Guarantee Agreement (Guarantee of Collection) for outside investors
         v)      Limited Guarantee Agreement (Guarantee of Collection) for Price Group Investors
         vi)     Cash Collateral Account Security, Pledge and Assignment Agreement among Price
                 Financing Partnership, L.P., Price Capital Corp. and Continental Bank N.A.
         vii)    Note Issuance Agency Agreement between Price Capital Corp. and Price Financing
                 Partnership, L.P.
         viii)   Management and Leasing Agreement among Price Financing Partnership, L.P. and
                 Price Development Company, Limited Partnership
         ix)     Assignment of Management and Leasing Agreement of Price Financing Partnership,
                 L.P.
10.6             Registration Rights Agreement among the Company and the Limited Partners of
                 Price Development Company, Limited Partnership (10(g)){***}
10.7             Amendment No. 1 to Registration Rights Agreement, dated August 1, 1995, among
                 the Company and the Limited Partners of Price Development Company, Limited
                 Partnership{***}
10.8             Exchange Agreement among the Company and the Limited Partners of Price
                 Development Company, Limited Partnership (10(h)){***}
10.10            Amendment to Groundlease between Price Development Company and Alvin Malstrom as
                 Trustee and C.F. Malstrom, dated December 31, 1985. (Groundlease for Plaza 9400)
                 (10(j)){***}
10.11            Lease Agreement between The Corporation of the President of the Church of Jesus
                 Christ of Latter Day Saints and Price-James and Assumptions, dated September 24,
                 1979.  (Groundlease for Anaheim Plaza) (10(k)){***}
10.12            Indenture of Lease between Ambrose and Zelda Motta and Cordova Village, dated
                 July 26, 1974, and Amendments and Transfers thereto.  (Groundlease for Fort
                 Union Plaza) (10(i)){***}
10.13            Lease Agreement between Advance Management Corporation and Price Rentals, Inc.
                 and dated August 1, 1975 and Amendments thereto. (Groundlease for Price Fremont)
                 (10(m)){***}
10.14            Groundlease between Aldo Rossi and Price Development Company, dated June 1,
                 1989, and related documents.  (Groundlease for Halsey Crossing) (10(n)){***}
10.15            First Amendment to Second Amended and Restated Agreement of Limited Partnership
                 of Price Development Company, Limited Partnership{**}
10.16            Second Amendment to Second Amended and Restated Agreement of Limited Partnership
                 of Price Development Company, Limited Partnership{**}
10.17            Third Amendment to Second Amended and Restated Agreement of Limited Partnership
                 of Price Development Company, Limited Partnership
27.              Financial Data Schedule
</TABLE>
--------------------------
*   Documents were previously filed with the Operating  Partnership's  Current
    Report on Form 8-K dated March 12, 1998, under the exhibit numbered in  the
    parenthetical, and are incorporated herein by reference.
**  Documents were previously filed with the Operating Partnership's Quarterly
    Report  on  Form  10-Q  for  the  quarter  ended  June  30,  1999  and  are
    incorporated herein by reference.
*** Documents  were previously filed with the Company's Registration Statement
    on Form S-11,  File  No.  33-68844,  under  the  exhibit  numbered  in  the
    parenthetical, and are incorporated herein by reference.