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 June 30, 2001

                                           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

          Consolidated Balance Sheet as of June 30, 2001
           and December 31, 2000                                                        4

          Consolidated Statement of Operations for the Three Months
           and Six Months Ended June 30, 2001 and 2000                                  5

          Condensed Consolidated Statement of Cash Flows
           for the Six Months Ended June 30, 2001 and 2000                              6

          Notes to Consolidated Financial Statements                                    7

Item 2.   Management's Discussion and Analysis of Financial
           Condition and Results of Operations                                         13

Item 3.   Quantitative and Qualitative Disclosures About Market Risk                   17

PART II:  OTHER INFORMATION
          -----------------

Item 1.   Legal Proceedings                                                            19

Item 2.   Changes in Securities and Use of Proceeds                                    19

Item 3.   Defaults upon Senior Securities                                              19

Item 4.   Submission of Matters to a Vote of Security Holders                          19

Item 5.   Other Information                                                            19

Item 6.   Exhibits and Reports on Form 8-K                                             19
</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 assumptions.   Actual future
performance,  achievements  and  results of Price Development Company,  Limited
Partnership (the "Operating Partnership")  may  differ  materially  from  those
expressed  or  implied  by  such forward-looking statements as a result of such
known  and  unknown  risks,  uncertainties,   assumptions  and  other  factors.
Representative examples of these factors include,  without  limitation, general
industry  and economic conditions, interest rate trends, cost  of  capital  and
capital requirements,  availability of real estate properties, competition from
other companies and venues  for  the  sale/distribution  of goods and services,
shifts in customer demands, tenant bankruptcies, governmental and public policy
changes and the continued availability of financing in the  amounts  and on the
terms  necessary  to  support the future business of the Operating Partnership.
Readers are cautioned that  the  Operating  Partnership's  actual results could
differ materially from those set forth in 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 Report on Form 10-Q for  the  three  months ended March
31, 2001 and the Operating Partnership's Annual Report on Form  10-K/A  for the
year  ended  December  31,  2000,  including the financial statements and notes
thereto.
<PAGE> 3
                    PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                              CONSOLIDATED BALANCE SHEET
                                (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                     (UNAUDITED)
                                                      ---------
                                                       JUNE 30,          DECEMBER 31,
                                                         2001                2000
                                                   ---------------      --------------
<S>                                               <C>                  <C>
ASSETS
 Real Estate Assets
  Land							   $       107,520      $      106,561
  Buildings                                                799,542             797,793
                                                   ---------------      --------------
                                                           907,062             904,354
 Less: Accumulated Depreciation                           (165,107)           (154,574)
                                                   ---------------      --------------
    Operating Real Estate Assets                           741,955             749,780
 Real Estate Under Development                               4,769               1,927
                                                   ---------------      --------------
    Net Real Estate Assets                                 746,724             751,707
 Cash                                                        4,081               2,636
 Restricted Cash                                             7,082               3,820
 Accounts Receivable, Net                                   11,428              12,299
 Deferred Charges, Net                                       8,198               8,275
 Other Assets                                                7,814               7,094
                                                   ---------------      --------------
                                                   $       785,327      $      785,831
                                                   ===============      ==============


LIABILITIES AND PARTNERS' CAPITAL
Borrowings                                         $       458,144      $      464,462
Accounts Payable and Accrued Expenses                       15,239              13,013
Distributions Payable                                        9,869                  --
Other Liabilities                                              806                 816
                                                   ---------------      --------------
                                                           484,058             478,291
                                                   ---------------      --------------
Minority Interest                                            1,788               1,938
                                                   ---------------      --------------

Commitments and Contingencies

Partners' Capital
General Partner                                            159,969             164,578
Preferred Limited Partners                                 112,327             112,327
Common Limited Partners                                     27,185              28,697
                                                   ---------------      --------------
                                                           299,481             305,602
                                                   ---------------      --------------
                                                   $       785,327      $      785,831
                                                   ===============      ==============
</TABLE>

           See accompanying notes to consolidated financial statements.

<PAGE> 4
                     PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                          CONSOLIDATED STATEMENT OF OPERATIONS
                                       (UNAUDITED)
                   (IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT AMOUNTS)

<TABLE>
<CAPTION>
                                                    FOR THE THREE MONTHS ENDED         FOR THE SIX MONTHS ENDED
                                                             JUNE 30                            JUNE 30,
                                                 --------------------------------    ---------------------------------
<S>                                             <C>               <C>               <C>             <C>
                                                      2001              2000              2001              2000
                                                 --------------    --------------    --------------    ---------------
REVENUES
Minimum Rents                                    $       25,430    $       24,954    $       51,053    $        49,487
Percentage and Overage Rents                                382               315             1,095                752
Recoveries from Tenants                                   7,788             7,744            15,997             15,193
Interest                                                    152               164               295                316
Other                                                       252             1,077               584              1,405
                                                 --------------    --------------    --------------    ---------------
                                                         34,004            34,254            69,024             67,153
                                                 --------------    --------------    --------------    ---------------
EXPENSES
Operating and Maintenance                                 5,169             5,897            11,235             11,356
Real Estate Taxes and Insurance                           3,775             3,627             7,510              7,303
Advertising and Promotions                                  180               190               358                358
General and Administrative                                1,678             1,558             3,511              3,177
Depreciation                                              6,980             6,188            14,159             12,546
Amortization of Deferred Financing Costs                    362               399               743                807
Amortization of Deferred Leasing Costs                      224               186               395                358
Interest                                                  7,398             7,642            15,436             15,091
                                                 --------------    --------------    --------------    ---------------
                                                         25,766            25,687            53,347             50,996
                                                 --------------    --------------    --------------    ---------------
                                                          8,238             8,567            15,677             16,157

Minority Interest in (Income) Loss of
 Consolidated Partnerships                                  (66)              (67)               32                146
Gain on Sales of Real Estate                                 --             1,386               872              1,629
                                                 --------------    --------------    --------------    ---------------
Net Income                                                8,172             9,886            16,581             17,932
Preferred Unit Distributions                             (2,580)           (2,521)           (5,159)            (4,926)
                                                 --------------    --------------    --------------    ---------------
Net Income available to Common Unitholders       $        5,592    $        7,365    $       11,422    $        13,006
                                                 ==============    ==============    ==============    ===============
Basic Earnings Per Partnership Common Unit       $         0.28    $         0.37    $         0.57    $          0.65
                                                 ==============    ==============    ==============    ===============
Diluted Earnings Per Partnership Common Unit     $         0.28    $         0.37    $         0.57    $          0.65
                                                 ==============    ==============    ==============    ===============
Basic Weighted Average Number of
 Partnership Units                                       19,901            19,855            19,878             20,014
Add: Dilutive Effect of Stock Options                        64                10                37                  6
                                                  --------------    --------------    --------------    ---------------
Dilutive Weighted Average Number of
 Partnership Units                                       19,965            19,865            19,915             20,020
                                                 ==============    ==============    ==============    ===============

</TABLE>


             See accompanying notes to consolidated financial statements.

<PAGE> 5
                      PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                      CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                        (UNAUDITED)
                                  (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                          For the Six months Ended June 30,
                                                          ---------------------------------
<S>                                                      <C>               <C>
                                                               2001               2000
                                                          -------------      --------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                 $      32,775      $       35,381
                                                          -------------      --------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Real Estate Assets, Developed or Acquired,
  Net of Accounts Payable                                        (9,844)            (21,866)
 Proceeds from the Sale of Real Estate                            1,790               1,831
 Increase in Restricted Cash                                     (3,262)               (855)
                                                          -------------      --------------
    Net Cash Used in Investing Activities                       (11,316)            (20,890)
                                                          -------------      --------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Borrowings                                         81,873              16,500
Repayment of Borrowings                                         (88,191)            (15,692)
Proceeds from Minority Partners                                      --                  36
Net Proceeds from Issuance of Partnership Common Units            2,135                  --
Net Proceeds from Issuance of Preferred Units                        --               7,756
Distributions to Preferred Unitholders                           (5,159)             (4,926)
Distributions to Minority Interest                                 (117)                (47)
Distributions to Partners                                        (9,810)             (9,511)
Deferred Financing Costs                                           (745)               (252)
Repurchase of Common Units                                           --             (10,632)
                                                          -------------      --------------
    Net Cash Used in Financing Activities                       (20,014)            (16,768)
                                                          -------------      --------------

Net Increase (Decrease) in Cash                                   1,445              (2,277)
Cash, Beginning of Period                                         2,636               7,767
                                                          -------------      --------------
Cash, End of Period                                       $       4,081      $        5,490
                                                          =============      ==============
</TABLE>



             See accompanying notes to consolidated financial statements.
<PAGE> 6

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

1.    BUSINESS  SUMMARY,  BASIS  OF  PRESENTATION  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  regional  malls,  community
centers  and  other  commercial  properties  in Utah, Idaho, Colorado, Arizona,
Nevada,  New  Mexico  and  Wyoming,  as  well  as  in  Oregon,  Washington  and
California. 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  a
controlling  interest  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  accompanying  consolidated financial statements include the accounts
of the Operating Partnership  and  all  controlled affiliates.  All significant
inter-company  balances  and  transactions  have   been   eliminated   in   the
consolidated  presentation. The interim financial data for the three-months and
six-months ended  June  30, 2001 and 2000 is unaudited; however, in the opinion
of the Company, the interim financial data includes all adjustments, consisting
only of normal recurring  adjustments, necessary for a fair presentation of the
results  for the interim periods.    Certain  amounts  in  the  2000  financial
statements have been reclassified to conform to the 2001 presentation.

      Net  income  of  the  Operating  Partnership  is  allocated  first to its
preferred unitholders as described in Note 4 and then to its common unitholders
based upon their pro rata share of unit ownership.  The Operating Partnership's
income allocated to its common unitholders was based upon the weighted  average
number of common units outstanding as follows:

<TABLE>
<CAPTION>
                                                         FOR THE SIX MONTHS ENDED JUNE 30,
                                         --------------------------------------------------------------
                                                     2001                              2000
                                         -----------------------------   ------------------------------
<S>                                     <C>            <C>              <C>                <C>

                                              UNITS       PERCENTAGE          UNITS        PERCENTAGE
                                         -------------   -------------   -------------    -------------
Units held by General Partner               16,240,000          81.70%      16,378,000           81.83%
Units held by Limited Partners               3,638,000          18.30%       3,636,000           18.17%
                                         -------------   -------------   -------------    -------------
                                            19,878,000         100.00%      20,014,000          100.00%
                                         =============   =============   =============    =============
</TABLE>

      Deferred  charges  consist  principally  of  financing  fees  and leasing
commissions  paid  to  third parties.  These costs are amortized on a straight-
line basis and are recorded  in  the  consolidated  statement  of operations in
amortization  of deferred financing costs and amortization of deferred  leasing
costs, which amounts,  for deferred financing fees, approximate those amortized
using  the  effective  interest  method,  over  the  terms  of  the  respective
agreements.


2.    BORROWINGS
<TABLE>
<CAPTION>
<S>                                                                                    <C>
                                                                                            JUNE 30,
                                                                                              2001
                                                                                         -------------
Credit facility, unsecured; weighted average interest at 6.28% during 2001;              $     107,000
 due in 2003
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                        82,056
Mortgage payable, secured by real estate; interest at 6.64%; due in 2011                        78,719
Construction loan, secured by real estate; interest at 5.31% as of June 30,                     44,085
 2001; due in 2003
Construction loan, secured by real estate; interest at 5.56% as of June 30,
 2001; due in 2001                                                                              41,600
Other notes payable, secured by real estate; interest ranging from 7.00% to 9.99%
 maturing from 2001 to 2095                                                                      4,684
                                                                                         -------------
                                                                                         $     458,144
                                                                                         =============
</TABLE>
<PAGE>7
                PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
       (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT DATA AMOUNTS)

2.    BORROWINGS (CONTINUED)

      On January 22, 2001,  the  Operating Partnership through Boise Mall, LLC,
an indirectly wholly-owned subsidiary, obtained a first mortgage on Boise Towne
Square from The Chase Manhattan Bank  in  the amount of $79,000 with a ten-year
term.   The  payment is based on a thirty-year  amortization  schedule  with  a
balloon payment  of  $68,315  on February 10, 2011, bearing interest at a fixed
6.64% per annum.  The Operating  Partnership  used  the proceeds to pay-off the
$61,223  notes,  secured by real estate, with an interest  rate  of  6.37%  and
reduced amounts outstanding  under the Operating Partnership's credit facility.
The properties unencumbered by  this  transaction  include  Cottonwood  Mall in
Holladay,  Utah, North Plains Mall in Clovis, New Mexico and Three Rivers  Mall
in Kelso, Washington.

      On June  28,  2001,  Provo  Mall Development Company Ltd., a consolidated
partnership  of  which  the  Operating  Partnership  is  the  general  partners
exercised its right to extend  its  $50,000  construction  loan facility with a
current balance outstanding as of June 30, 2001 of $44,085.   The  extension is
for a two year period maturing July 1, 2003.

      On  July 31, 2001, Spokane Mall Development Company, Ltd. Partnership,  a
consolidated  partnership  of  which  the  Operating Partnership is the general
partner obtained a new interim loan facility  from a group of banks led by Bank
One Arizona, NA.  The new loan facility totals  $47,300,  of  which $41,600 was
drawn at closing and used to pay-off and terminate the maturing $50,000 Spokane
Valley Mall construction loan, with a balance of $41,600.  The new interim loan
facility is for two years, maturing on July 31, 2003, with an interest  rate of
LIBOR plus 150 basis points.


3.    SCHEDULE OF MATURITIES OF BORROWINGS

      The  following summarizes the scheduled maturities of borrowings at  June
30, 2001:

<TABLE>
<CAPTION>
YEAR                                                                     TOTAL
----                                                                ------------
<S>                                                                <C>
2001                                                                $     43,803
2002                                                                       1,910
2003                                                                     153,400
2004                                                                       2,124
2005                                                                      27,287
2006                                                                      27,446
Thereafter                                                               202,174
                                                                    ------------
                                                                    $    458,144
                                                                    ============
</TABLE>


4.  PARTNERS' CAPITAL

    The following  table summarizes changes in partners' capital since December
31, 2000:

<TABLE>
<CAPTION>
                                                                     PREFERRED         COMMON
                                                     GENERAL          LIMITED          LIMITED
                                                    PARTNERS         PARTNERS         PARTNERS         TOTAL
                                                  ------------    -------------    --------------    -----------
<S>                                              <C>             <C>               <C>              <C>
Partners' Capital at December 31, 2000            $    164,578    $     112,327     $      28,697    $   305,602
Net Income                                               9,332            5,159             2,090         16,581
Units Issued upon Exercise of Stock Options              2,135               --                --          2,135
Distributions Paid                                      (8,009)          (5,159)           (1,801)       (14,969)
Distributions Accrued                                   (8,067)              --            (1,801)        (9,868)
                                                  ------------    -------------    --------------    -----------
Partners' Capital at June 30, 2001                $    159,969    $     112,327    $       27,185    $   299,481
                                                  ============    =============    ==============    ===========
</TABLE>
<PAGE> 8
               PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
       (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT DATA AMOUNTS)

4.  PARTNERS' CAPITAL (CONTINUED)

    In April 1999, the  Operating  Partnership  issued  510,000  Series A 8.75%
cumulative redeemable preferred units of limited partner interests (the "Series
A  Preferred  Units")  in  exchange for a gross contribution of $12,750.   Each
Series  A   Preferred  Unit  represents  a  limited  partner   interest  with a
liquidation value of twenty-five dollars per unit.  The  Operating  Partnership
used the proceeds, less applicable transaction costs of $405, for the repayment
of  borrowings  outstanding under  its prior  credit  facility.  The  Series  A
Preferred  Units,  which  may  be  redeemed  for  cash  at  the  option  of 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 the event
that shares of Series A preferred stock are issued  in  exchange  for  Series A
Preferred  Units, the Operating Partnership will issue an equivalent number  of
Series A Preferred  Units  to  the  Company.   Any shares of Series A preferred
stock  issued  in exchange for Series A Preferred  Units  will  have  the  same
rights, terms and  conditions  with  respect  to  redemption  as  the  Series A
Preferred  Units  and will not be convertible into any other securities of  the
Company.  The income  allocated  and  distributions  paid  to the holder of the
Series  A Preferred Units are based upon the rate of 8.75% on  the  $12,750  or
$558 for the six months ended June 30, 2001 and 2000.

    On July  28,  1999,  the  Operating Partnership issued 3.8 million Series B
8.95% cumulative redeemable preferred  units  of  limited partner interest (the
"Series B Preferred Units") in exchange for a gross  contribution  of  $95,000.
Each  Series  B  Preferred  Unit  represents a limited partner interest with  a
liquidation value of twenty-five dollars  per  unit.  The Operating Partnership
used  the  proceeds,  less applicable transaction costs  of  $2,774,  to  repay
$90,000 in borrowings under its prior credit facility  and  increase  operating
cash.  The  Series  B  Preferred  Units,  which may be redeemed for cash at the
option  of  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.  In  the event that shares of Series B preferred
stock  are  issued  in  exchange  for  Series B Preferred Units, the  Operating
Partnership will issue an equivalent number of Series B Preferred Units to  the
Company.  Any shares of Series B preferred stock issued in exchange for  Series
B  Preferred Units will have the same rights, terms and conditions with respect
to  redemption  as  the Series  B  Preferred  Units and will not be convertible
into any other securities of the Company. The income allocated and distribution
paid to the holders of the Series B Preferred Units are based upon the rate  of
8.95% on the $95,000 or $4,251 for the six months ended June 30, 2001 and 2000.

    On May 1, 2000, the  Operating  Partnership  issued  320,000 Series C 8.75%
cumulative redeemable preferred units of limited partner interest  (the "Series
C Preferred Units"), with a liquidation value of twenty-five dollars  per unit,
in exchange for a gross contribution of $8,000.  The Operating Partnership used
the  proceeds,  less applicable transaction costs and expenses of $244, to  pay
down the borrowings  under  its  prior credit facility.  The Series C Preferred
Units,  which  may  be  redeemed  for cash  at  the  option  of  the  Operating
Partnership on or after May 1, 2005,  have  no  stated  maturity  or  mandatory
redemption  and  are not convertible into any other securities of the Operating
Partnership.  The  Series  C  Preferred Units are exchangeable at the option of
the preferred unitholder at a rate of one Series C Preferred Unit for one share
of the Company's Series C 8.75% cumulative redeemable preferred stock beginning
May 1, 2010, or earlier under certain  circumstances.  In the event that shares
of  Series C preferred stock are issued in  exchange  for  Series  C  Preferred
Units,  the  Operating  Partnership will issue an equivalent number of Series C
Preferred Units to the Company.   Any shares of Series C preferred stock issued
in exchange for Series C Preferred  Units  will have the same rights, terms and
conditions with respect to redemption as the  Series C Preferred Units and will
not  be  convertible  into any other securities of  the  Company.   The  income
allocated and distribution  paid  to the holder of Series C Preferred Units are
based upon the rate of 8.75% on the  8,000  or $350 and $117 for the six months
ended June 30, 2001 and 2000, respectively.

    Company stock options exercised during the  second  quarter  of  2001  were
118,811  shares.   The  Operating  Partnership  issued and equivalent number of
common units to the Company for approximately $2,135  in  cash which it used to
increase its operating cash.

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

4.  PARTNERS' CAPITAL (CONTINUED)

    Net income of the Operating Partnership is allocated first to its preferred
unitholders  as described above and then to its common unitholders  based  upon
their pro rata  share  of  unit  ownership.  The Operating Partnership's income
allocated to its common unitholders  was based upon the weighted average number
of common units outstanding as follows:

<TABLE>
<CAPTION>
                                                         FOR THE SIX MONTHS ENDED JUNE 30,
                                         --------------------------------------------------------------
                                                     2001                              2000
                                         -----------------------------   ------------------------------
<S>                                     <C>            <C>              <C>                <C>

                                              UNITS       PERCENTAGE          UNITS        PERCENTAGE
                                         -------------   -------------   -------------    -------------
Units held by General Partner               16,240,000          81.70%      16,378,000           81.83%
Units held by Limited Partners               3,638,000          18.30%       3,636,000           18.17%
                                         -------------   -------------   -------------    -------------
                                            19,878,000         100.00%      20,014,000          100.00%
                                         =============   =============   =============    =============
</TABLE>

    The consolidated partnerships' minority  interests  in  income  or loss are
calculated by multiplying the percentage of each such partnership owned  by its
respective  minority  partners by the total income or loss of such partnership.
When losses allocated to  minority partners exceed their basis such amounts are
recognized by the Operating Partnership.


5.  SEGMENT INFORMATION

    In 1998, the Company adopted SFAS No. 131 "Disclosures about Segments of an
Enterprise and Related Information."   The  following  information presents the
Operating  Partnership's  three  reportable segments: (1) regional  malls,  (2)
community centers and (3) commercial properties in conformity with SAS No. 131.

    The accounting policies of the  segments are the same as those described in
the "Summary of Significant Accounting Policies" in the Operating Partnership's
Annual Report on Form 10-K for the year  ended December 31, 2000.  Segment data
includes  total  revenues and property, net  operating  income  (revenues  less
operating and maintenance  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.

    The regional mall segment consists of 18 regional  malls  in  eight  states
containing  approximately  10,430,000  square feet of total gross leasable area
("GLA") and which range in size from approximately  301,000 to 1,172,000 square
feet of total GLA.

    The  community  center segment consists of 25 properties  in  seven  states
containing  approximately   3,390,000   square   feet  of  total  GLA  and  one
freestanding retail property containing approximately 2,000 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.

    The  table  below  presents  information  about the Operating Partnership's
reportable segments for the quarters ending June 30:

<PAGE> 10

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

5.  SEGMENT INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
                                       REGIONAL       COMMUNITY       COMMERCIAL
                                        MALLS          CENTERS        PROPERTIES        OTHER          TOTAL
                                    -------------    ------------    -------------   -----------   -------------
<S>                                <C>              <C>             <C>              <C>           <C>
2001
----
Total Revenues				$      55,120    $      9,836    $       3,819    $      249    $     69,024
Property Operating Expenses (1)           (16,091)         (2,250)            (762)           --         (19,103)
                                    -------------    ------------    -------------   -----------   -------------
Property NOI (2)                           39,029           7,586            3,057           249          49,921
Unallocated Expenses (3)                       --              --               --       (34,244)        (34,244)
Unallocated Minority Interest (4)              --              --               --            32              32
Unallocated Other(5)                           --              --               --           872             872
Consolidated Net Income                        --              --               --            --          16,581
Additions to Real Estate Assets             4,437            4,935             472            --           9,844
Total Assets (6)                          658,930           83,013          29,467        13,917         785,327
2000
----
Total Revenues                      $      53,725    $       9,182   $       3,808    $      438   $      67,153
Property Operating Expenses (1)           (15,894)          (2,315)           (796)          (12)        (19,017)
                                    -------------    ------------    -------------   -----------   -------------
Property NOI (2)                           37,831            6,867           3,012           426          48,136
Unallocated Expenses (3)                       --               --              --       (31,979)        (31,979)
Unallocated Minority Interest (4)              --               --              --           146             146
Unallocated Other (5)                          --               --              --         1,629           1,629
Consolidated Net Income                        --               --              --            --          17,932
Additions to Real Estate Assets            15,971              843             407            --          17,221
Total Assets (6)                          646,292           83,232          30,644        16,667         776,835
</TABLE>
-----------------------------
(1)  Property operating expenses consist of operating, maintenance, real estate
     taxes and insurance, advertising and promotion  expenses  as listed in the
     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 consolidated statement of operations.
(4)  Unallocated  minority  interest  includes  minority interest in income  of
     consolidated  partnerships  as  listed  in the consolidated  statement  of
     operations.
(5)  Unallocated other includes gain on sales  of  real estate as listed in the
     consolidated statement of operations.
(6)  Unallocated   other   total   assets  include  cash,  corporate   offices,
     miscellaneous real estate and deferred financing costs.


6.  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

    Unitholders of Operating Partnership  elected to convert zero and 125 of OP
Units having a recorded value of zero and $1  into an equal number of shares of
Common Stock during the six months ended June 30, 2001 and 2000, respectively.

<TABLE>
<CAPTION>
                                                             JUNE 30,          JUNE 30,
                                                               2001              2000
                                                          --------------    --------------
<S>                                                      <C>               <C>
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
The following non-cash transactions occurred:
Distributions accrued for general partner not paid        $        8,067    $        7,766
Distributions accrued for limited partners not paid       $        1,801    $        1,745
</TABLE>

<PAGE> 11

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

7.  SUBSEQUENT EVENTS

    On July 31, 2001, Spokane Mall Development  Company,  Ltd.  Partnership,  a
consolidated  partnership  of  which  the  Operating Partnership is the general
partner, obtained a new interim loan facility from a group of banks led by Bank
One Arizona, NA.  The new loan facility totals  $47,300,  of  which $41,600 was
drawn at closing and used to pay-off and terminate the maturing $50,000 Spokane
Valley Mall construction loan, with a balance of $41,600.  The new interim loan
facility is for two years, maturing on July 31, 2003, with an interest  rate of
LIBOR plus 150 basis points.

<PAGE> 12
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  Company  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,  operation,
development, redevelopment and acquisition of retail properties in Utah, Idaho,
Colorado,  Arizona,  Nevada,  New  Mexico  and  Wyoming,  as well as in Oregon,
Washington  and  California.   JP  Realty,  Inc. conducts all of  its  business
operations  through,  and  holds  a  controlling  interest   in  the  Operating
Partnership.  The  Operating  Partnership's existing portfolio consists  of  50
properties, in three operating  segments, including 18 enclosed regional malls,
25 community centers together with  one  free-standing  retail property and six
mixed-use commercial properties.

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

RESULTS OF OPERATIONS

    COMPARISON OF  SIX  MONTHS ENDED JUNE 30, 2001 TO SIX MONTHS ENDED JUNE 30,
2000

REVENUES

    Total revenues increased 2.8%, or $1,871,000, for the six months ended June
30, 2001.  Of the $1,871,000  increase,  $1,395,000 was the result of increased
revenues at the regional malls, $654,000 was  the  result of increased revenues
at the community centers and $11,000 was the result  of  increased  revenues at
the  commercial  properties.   A  decrease of $189,000 was not allocated  to  a
particular property segment.

MINIMUM RENTS

    Minimum rents increased 3.2%, or  $1,566,000, for the six months ended June
30,  2001.   Minimum  rents  increased  by $1,142,000  at  the  regional  malls
primarily  due  to  the  September 2000 completion  of  the  expansion  at  the
NorthTown Mall, the August  2000  addition  of Dillard's as an anchor tenant to
the  North  Plains Mall, the stabilization of the  Mall  at  Sierra  Vista  and
overall growth throughout the regional mall portfolio.  Minimum rents increased
by $510,000 at  the  community  centers  due  primarily  to $265,000 from lease
termination settlements together with overall growth throughout  the  community
center  portfolio.   Minimum  rents  at the commercial properties increased  by
$8,000.  Amounts not allocated to a particular segment decreased by $94,000.

PERCENTAGE AND OVERAGE RENTS

    Percentage and overage rents increased  45.6%,  or  $343,000,  for  the six
months ended June 30, 2001.  Percentage and overage rents increased by $244,000
at the regional malls and $99,000 at the community centers.

RECOVERIES FROM TENANTS

    Recoveries  from  tenants  increased  5.3%, or $804,000, for the six months
ended June 30, 2001.  Recoveries from tenants  increased  by  $764,000  at  the
regional  malls,  $37,000 at the community centers and $3,000 at the commercial
properties.

INTEREST AND OTHER REVENUES

    Interest and other  revenues  decreased  48.9%,  or  $842,000,  for the six
months  ended  June  30,  2001.   Interest decreased $21,000 and other revenues
decreased  $821,000.   The decrease in  other  revenues  is  primarily  due  to
$729,000  received in 2000  from  a  local governmental redevelopment agency as
payment for a prior year incentive to build in its community.

<PAGE> 13
EXPENSES

    Total expenses increased 4.6%, or $2,351,000, for the six months ended June
30, 2001.  Property operating expenses  (operating and maintenance; real estate
taxes  and insurance; and advertising and  promotions)  increased  by  $86,000,
general  and  administrative  expenses  increased by $334,000, depreciation and
amortization increased by $1,586,000 and interest increased by $345,000.

PROPERTY OPERATING EXPENSES

    Property operating expenses (operating  and  maintenance; real estate taxes
and insurance; and advertising and promotions) increased  by  $197,000  at  the
regional  malls, decreased by $65,000 at the community centers and decreased by
$34,000 at  the commercial properties.  A decrease of $12,000 was not allocated
to a particular property segment.

GENERAL AND ADMINISTRATIVE EXPENSES

    General and  administrative  expenses increased $334,000 for the six months
ended June 30, 2001.  The increase  is primarily related to increased insurance
expense related to the Company's health  insurance  plan  which,  in  2000, was
lower  due  to  the receipt of certain reinsurance proceeds.  Higher legal  and
professional costs also contributed to this increase.

DEPRECIATION AND AMORTIZATION

    Depreciation and amortization increased $1,586,000 for the six months ended
June 30, 2001.  This  increase  is  attributable to higher depreciation expense
from newly developed GLA and the reduction  in  asset  lives  on certain tenant
improvements.    In  2001,  the  effect  of  reducing  asset  lives  on  tenant
improvements was $506,000 compared to $253,000 in 2000.

INTEREST EXPENSE/CAPITALIZED INTEREST

    Interest expense increased $345,000 for the six months ended June 30, 2001.
Interest capitalized  on  projects  under  development  was  $199,000  in  2001
compared to $800,000 in 2000.

MINORITY INTEREST IN (INCOME) LOSS OF CONSOLIDATED PARTNERSHIPS

    Losses  attributable  to minority interest decreased $114,000 to $32,000 in
2001 compared to $146,000 in  2000.   This  is  mainly  due  to  a consolidated
partnership where cumulative losses now exceed the limited partners' investment
in such consolidated partnership and such losses previously attributable to the
limited partner are now recognized by the Company.

GAIN ON SALES OF REAL ESTATE

    Gain  on sales of real estate decreased $757,000 due to a sale  of  an  out
parcel with  a gain of $872,000 as compared to the gain on sales of real estate
of $1,629,000 in 2000.

    COMPARISON  OF  THREE MONTHS ENDED JUNE 30, 2001 TO THREE MONTHS ENDED JUNE
30, 2000

REVENUES

    Total revenues decreased 0.7%, or $250,000, for the three months ended June
30, 2001.  Of the $250,000  decrease,  $365,000  was  the  result  of decreased
revenues  at the regional malls, $192,000 was the result of increased  revenues
at the community  centers  and  $11,000 was the result of increased revenues at
the commercial properties.  A decrease  of  $88,000  was  not  allocated  to  a
particular property segment.

MINIMUM RENTS

    Minimum  rents increased 1.9%, or $476,000, for the three months ended June
30, 2001.  Minimum  rents increased by $411,000 at the regional malls primarily
due to the September  2000  completion  of the expansion at the NorthTown Mall,
the  August  2000  addition  of  Dillard's  as  an  anchor  tenant to the North
Plains    Mall    and    overall   growth    throughout   the   regional   mall

<PAGE> 14
portfolio.  Minimum rents increased  by  $125,000  at  the  community  centers.
Minimum  rents  at the commercial  properties  increased  by  $6,000.   Amounts
not  allocated  to a particular  segment  decreased  by $66,000.

PERCENTAGE AND OVERAGE RENTS

    Percentage  and  overage rents increased 21.3%, or $67,000, for  the  three
months ended June 30,  2001.   Percentage and overage rents increased by $4,000
at the regional malls and $63,000 at the community centers.

RECOVERIES FROM TENANTS

    Recoveries from tenants increased  0.6%,  or  $44,000, for the three months
ended  June  30, 2001.  Recoveries from tenants increased  by  $42,000  at  the
regional malls,  decreased  $3,000  at  the  community centers and increased by
$5,000 at the commercial properties.

INTEREST AND OTHER REVENUES

    Interest and other revenues decreased 67.4%,  or  $837,000,  for  the three
months  ended  June  30,  2001.   Interest decreased $12,000 and other revenues
decreased  $825,000.   The decrease in  other  revenues  is  primarily  due  to
$729,000  received in 2000  from  a  local governmental redevelopment agency as
payment for a prior year incentive to build in its community.

EXPENSES

    Total expenses increased 0.3%, or  $79,000, for the three months ended June
30, 2001.  Property operating expenses (operating  and maintenance; real estate
taxes  and  insurance; and advertising and promotions)  decreased by  $590,000,
general and administrative  expenses  increased  by  $120,000, depreciation and
amortization increased by $793,000, and interest decreased by $244,000.

PROPERTY OPERATING EXPENSES

    Property operating expenses (operating and maintenance; real  estate  taxes
and  insurance;  and  advertising  and promotions) decreased by $560,000 at the
regional malls, decreased by $42,000  at the community centers and increased by
$19,000 at the commercial properties.   A  decrease of $7,000 was not allocated
to a particular property segment.

GENERAL AND ADMINISTRATIVE EXPENSES

    General and administrative expenses increased $120,000 for the three months
ended June 30, 2001.  The increase is primarily  related to increased insurance
expense  related  to  the  Company's  health  insurance   plan  and  legal  and
professional costs.

DEPRECIATION AND AMORTIZATION

    Depreciation and amortization increased $793,000 for the three months ended
June  30,  2001.  This increase is attributable to higher depreciation  expense
from newly developed  GLA  and  the  reduction in asset lives on certain tenant
improvements.   In  2001,  the  effect  of   reducing  asset  lives  on  tenant
improvements was $106,000 compared to $57,000 in 2000.

INTEREST EXPENSE/CAPITALIZED INTEREST

    Interest expense decreased $244,000 for the  three  months  ended  June 30,
2001.  Interest capitalized on projects under development was $111,000 in  2001
compared to $420,000 in 2000.

<PAGE> 15
GAIN ON SALES OF REAL ESTATE

    Gain  on sales of real estate decreased $1,386,000 due to sales of property
in 2000 and no sales in 2001.

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"), the Company  is  required  to  distribute  to its stockholders at
least 90% of its "Real Estate Investment Trust Taxable Income,"  as  defined in
the  Code.   For  the  quarter  ended  June  30,  2001, the Company declared  a
dividend of $.495 per share payable July 17, 2001 to the stockholders of record
as of July 5, 2001.

    The  Company's  principal  source  of  liquidity  is  its  cash  flow  from
operations generated from its real  estate  investments.   As of June 30, 2001,
the Company's cash and restricted cash amounted to approximately $11.2 million.
In  addition  to  its  cash  and  restricted  cash, unused capacity  under  the
Operating Partnership's credit facility at June 30, 2001 totaled $93 million.

    The  Company  expects  to  meet  its  short-term   liquidity  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 Operating Partnership's credit
facility.

    The  Company's  principal  long-term liquidity  requirements  will  be  the
repayment of principal on its outstanding  secured  and unsecured indebtedness.
At   June   30,   2001,  the  Company's  total  outstanding  indebtedness   was
approximately $458.1  million.  Such indebtedness included: (i) the Provo Towne
Centre construction loan  of  approximately $44.1 million which was due in July
2001 and was extended, at the option  of  the  Company,  for  an additional two
years;  (ii) the Spokane Valley Mall construction loan of $41.6  million  which
was due August  1,  2001  and  was  replaced with a new loan in the same amount
maturing July 31, 2003;  (iii) the Operating Partnership's credit facility with
a balance of $107.0 million maturing  July  2003;  (iv) the $100 million senior
notes with a principal payable of $25 million per year  beginning  March  2005;
(v) the $82.1 million, 6.68% first mortgage on NorthTown Mall which requires  a
balloon  payment of approximately $73.0 million in September 2008; and (vi) the
$78.7 million,  6.64%  first  mortgage  on  Boise Towne Square which requires a
balloon payment of approximately $68.4 million in February 2011.

    Quarterly  distributions  to  the preferred  unitholders  of  approximately
$278,900, $2,125,600 and $175,000 are  due  to  the  holders  of  the Series A,
Series  B and Series C Preferred Units, respectively, on the last day  of  each
March, June, September and December of each year.

    The Company  is  currently involved in expansion and renovation projects at
several  of  its  properties,   which   will   be  financed  by  the  Operating
Partnership's credit facility.  The Company is also contemplating the expansion
and  renovation  of  several of its other 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 Operating Partnership's credit facility together with equity
and debt offerings, individual  property  financing  and selective asset sales.
The  availability of such financing will influence the  Company's  decision  to
proceed with, and the pace of, its development and acquisition activities.

    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 guarantees.  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 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  7.26%.   Interest payments are  due  semi-annually  on  March  11th  and
September 11th of each year. Principal payments of $25 million are due annually
beginning March 2005.   The  proceeds  were used to partially repay outstanding
borrowings under the Credit Facility. At  June  30,  2001,  the Company and the
Operating Partnership had an aggregate of $300 million in registered securities
available under its effective shelf registration statement.

<PAGE> 16
    The  Company  intends  to  fund  its distribution, development,  expansion,
renovation,  acquisition  and  debt repayment  activities  from  the  Operating
Partnership's credit facility, from other debt and equity financings, including
public financing and from selective  asset sales.  The Company's ratio of debt-
to-total market capitalization was approximately 43% at June 30, 2001.

    Net cash provided by operating activities for the six months ended June 30,
2001 was $32,775,000 versus $35,381,000  for  the corresponding period of 2000.
Net income adjusted for non-cash items accounted  for a $46,000 decrease, while
changes  in  operating  assets  and  liabilities  accounted  for  a  $2,560,000
decrease.

    Net cash used in investing activities for the six  months  ended  June  30,
2001  was  $11,316,000.  It primarily reflects real estate asset investments of
$9,844,000, an increase in restricted cash of $3,262,000, and proceeds from the
sale of real estate of $1,790,000.

    Net cash  used  in  financing  activities for the six months ended June 30,
2001 was $20,014,000.  Cash was generated  from  the  issuance  of common stock
from  the  exercise  of  stock  options  in the amount of $2,135,000, and  from
borrowings of $81,873,000, which were used to repay borrowings in the amount of
$88,191,000, and for distributions to preferred  unitholders  in  the amount of
$5,159,000,  to  minority  interests  in  the  amount  of $1,918,000, to common
stockholders in the amount of $8,009,000, along with the  payment  of  $745,000
for deferred financing costs.

    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  and contemplations.
Actual   future  performance,  achievements  and  results of Price  Development
Company  Limited  Partnership  may differ materially from  those  expressed  or
implied by such forward-looking  statements  as  a  result  of  such  known and
unknown  risks,  uncertainties,  assumptions  and other factors. Representative
examples  of these factors include, without limitation,  general  industry  and
economic  conditions,  interest  rate  trends,  cost  of  capital  and  capital
requirements,  availability  of  real estate properties, competition from other
companies and venues for the sale/distribution of goods and services, shifts in
customer demands, tenant bankruptcies,  governmental  and public policy changes
and the continued availability of financing in the amounts  and  on  the  terms
necessary to support the future business of the Company.  Readers are cautioned
that  the Company's actual results could differ materially from those set forth
in such forward-looking statements.


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.   The  Operating  Partnership  is
vulnerable  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.   At  June  30,  2001, the Operating Partnership had approximately
$265,459,000 of outstanding fixed  rate  debt,  consisting  of  $100,000,000 in
unsecured senior notes and $165,459,000 in mortgages and notes secured  by real
estate.   The  various  fixed rate debt instruments mature starting in the year
2001 through 2095.  The weighted  average  rate  of  interest on the fixed rate
debt was approximately 6.87% for the period ended June  30,  2001.   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.  Changes  in general market
interest rates will effect the fair value of the Operating Partnership's  fixed
rate  debt  (i.e.  as  the  interest  rates increase the fair value of the debt
decreases and as interest rates decrease  the fair value of the debt increases)
but will not have an effect on the interest rate, interest expense or cash flow
of such 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 has approximately  $1,221,000  in fixed rate debt maturing in 2001.
Additionally, $982,000 of scheduled principal  amortization payments are due in
2001.

    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.  The credit
facility borrowings are primarily transacted utilizing a variable interest rate
tied to LIBOR, which as of June 30, 2001  was  equal  to  LIBOR  plus  90 basis
points.   The  interest  rate  on  the  construction  loans  as  of  June   30,
2001   was   equal  to   LIBOR   plus  150   basis  points.    The  LIBOR  rate
used  is  at  the  Operating   Partnership's   option   and   is   based   upon
the   30,   60   or   90   day   LIBOR   rate.  A   change  in  the  LIBOR

<PAGE> 17
rate   will   effect   the  Operating   Partnership's   interest  expense   and
cash flow.  At  June  30,  2001, the  Operating  Partnership  had approximately
$192,685,000  in   outstanding   variable  rate  debt.    The  weighted average
rate  of  interest  on  the  variable  interest  rate   debt  was approximately
6.42%  for  the  period  ended  June 30, 2001.  If the interest  rate  for  the
Operating Partnership's variable  rate  debt  increased or decreased by 1%, the
Operating Partnership's subsequent annual interest  rate  expense  on  its then
outstanding variable rate debt would increase or decrease, as the case may  be,
by approximately $1,927,000.

    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 and credit
structure.

<PAGE> 18

                                        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> 19


<TABLE>
<CAPTION>
                                   EXHIBIT INDEX
Exhibit
NUMBER                              DESCRIPTION
------                              -----------
<S>            <C>
4.1             Form of Debt Security (4.6){(1)}
4.2             Indenture, dated March 11, 1998, by and between the Operating Partnership and The Chase
                Manhattan Bank as trustee (4.8){(1)}
4.3             First Supplemental Indenture, dated March 11, 1998, by and between the Operating
                Partnership and The Chase Manhattan Bank as Trustee (4.9){(1)}
10.1            Second Amended and Restated Agreement of Limited Partnership of Price Development
                Company, Limited Partnership{(2)}
10.2            Agreement of Limited Partnership of Price Financing Partnership, L.P. (10(b)){(3)}
10.6            Registration Rights Agreement among the Company and the Limited Partners of Price
                Development Company, Limited Partnership (10(g)){(3)}
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{ (3)}
10.8            Exchange Agreement among the Company and the Limited Partners of Price Development
                Company, Limited Partnership (10(h)){(3)}
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)){(3)}
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)){(3)}
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(l)){(3)}
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)){(3)}
10.14           Groundlease between Aldo Rossi and Price Development Company, dated June 1, 1989, and
                related documents.  (Groundlease for Halsey Crossing) (10(n)){(3)}
10.15           First Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
                Development Company, Limited Partnership{(2)}
10.16           Second Amendment to Second Amended and Restated Agreement of Limited Partnership of
                Price Development Company, Limited Partnership{(2)}
10.17           Third Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
                Development Company, Limited Partnership{(4)}
10.18           Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of
                Price Development Company, Limited Partnership{(5)}
10.19           Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
                Development Company, Limited Partnership{(6)}
10.20           Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
                Development Company, Limited Partnership{(7)}
</TABLE>
<TABLE>
<CAPTION>
<S>   <C>   <C>
       (1)   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.
       (2)   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.
       (3)   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.
       (4)   Documents were previously filed with the Operating Partnership's Quarterly Report on
             Form 10-Q for the quarter ended September 30, 1999 and are incorporated herein by
             reference.
       (5)   Document was previously filed with the Company's Annual Report on Form 10-K for the year
             ended December 31, 1999 and is incorporated herein by reference.
       (6)   Document was previously filed with the Company's Quarterly Report on Form 10-Q for the
             quarter ended March 31, 2000 and is incorporated herein by reference.
       (7)   Document was previously filed with the Operating Partnership's Annual Report on Form 10-
             K for the year ended December 31, 2000 and is incorporated herein by reference.
       (B)   REPORTS ON FORM 8-K
             None
</TABLE>

<PAGE> 20

                                 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 hereunto duly authorized.

<TABLE>
<CAPTION>
                                         Price Development Company,
                                         Limited Partnership
                                        (Registrant)
                                         by: JP Realty, Inc.,
                                         its sole General Partner

<S>                                    <C>
            August 9, 2001              /s/ G. Rex Frazier
-----------------------------------     --------------------------------
                (Date)                  G. Rex Frazier
                                        PRESIDENT, CHIEF OPERATING OFFICER,
                                        AND DIRECTOR


            August 9, 2001              /s/ M. Scott Collins
-----------------------------------     --------------------------------
                (Date)                  M. Scott Collins
                                        VICE PRESIDENT--CHIEF FINANCIAL OFFICER
                                        (PRINCIPAL FINANCIAL
                                        & ACCOUNTING OFFICER)
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Exhibit
NUMBER                              DESCRIPTION
------                              -----------
<S>            <C>
4.1             Form of Debt Security (4.6){(1)}
4.2             Indenture, dated March 11, 1998, by and between the Operating Partnership and The Chase
                Manhattan Bank as trustee (4.8){(1)}
4.3             First Supplemental Indenture, dated March 11, 1998, by and between the Operating
                Partnership and The Chase Manhattan Bank as Trustee (4.9){(1)}
10.1            Second Amended and Restated Agreement of Limited Partnership of Price Development
                Company, Limited Partnership{(2)}
10.2            Agreement of Limited Partnership of Price Financing Partnership, L.P. (10(b)){(3)}
10.6            Registration Rights Agreement among the Company and the Limited Partners of Price
                Development Company, Limited Partnership (10(g)){(3)}
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{ (3)}
10.8            Exchange Agreement among the Company and the Limited Partners of Price Development
                Company, Limited Partnership (10(h)){(3)}
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)){(3)}
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)){(3)}
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(l)){(3)}
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)){(3)}
10.14           Groundlease between Aldo Rossi and Price Development Company, dated June 1, 1989, and
                related documents.  (Groundlease for Halsey Crossing) (10(n)){(3)}
10.15           First Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
                Development Company, Limited Partnership{(2)}
10.16           Second Amendment to Second Amended and Restated Agreement of Limited Partnership of
                Price Development Company, Limited Partnership{(2)}
10.17           Third Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
                Development Company, Limited Partnership{(4)}
10.18           Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of
                Price Development Company, Limited Partnership{(5)}
10.19           Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
                Development Company, Limited Partnership{(6)}
10.20           Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
                Development Company, Limited Partnership{(7)}
</TABLE>
<TABLE>
<CAPTION>
<S>   <C>   <C>
       (1)   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.
       (2)   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.
       (3)   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.
       (4)   Documents were previously filed with the Operating Partnership's Quarterly Report on
             Form 10-Q for the quarter ended September 30, 1999 and are incorporated herein by
             reference.
       (5)   Document was previously filed with the Company's Annual Report on Form 10-K for the year
             ended December 31, 1999 and is incorporated herein by reference.
       (6)   Document was previously filed with the Company's Quarterly Report on Form 10-Q for the
             quarter ended March 31, 2000 and is incorporated herein by reference.
       (7)   Document was previously filed with the Operating Partnership's Annual Report on Form 10-
             K for the year ended December 31, 2000 and is incorporated herein by reference.
</TABLE>