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, 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>                                                                     <C>       <C>
Item 1.                   Financial Statements                                                                           3
                          Condensed Consolidated Balance Sheet as of June 30, 1999
                            and December 31, 1998                                                                        4
                          Condensed Consolidated Statement of Operations for the Three Months
                            and Six Months Ended June 30, 1999 and 1998                                                  5
                          Condensed Consolidated Statement of Cash Flows for the
                           Six Months Ended June 30, 1999 and 1998                                                       6
                          Notes to Financial Statements                                                                  7
Item 2.                   Management's Discussion and Analysis of Financial
                           Condition and Results of Operations                                                          11
Item 3.                   Quantitative and Qualitative Disclosures About Market Risk                                    15

PART II:  OTHER INFORMATION
---------------------------
Item 1.                   Legal Proceedings                                                                             16
Item 2.                   Changes in Securities                                                                         16
Item 3.                   Defaults Upon Senior Securities                                                               16
Item 4.                   Submission of Matters to a Vote of Security Holders                                           16
Item 5.                   Other Information                                                                             16
Item 6.                   Exhibits and Reports on Form 8-K                                                              16
</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  the  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 Report on Form  10-Q  for  the three months ended March
31, 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)
                                                                            JUNE 30,                 DECEMBER 31,
                                                                              1999                       1998
<S>                                                            <C>      <C>               <C>      <C>               <C>
                                                                         -----------------          ----------------
ASSETS
Real Estate Assets, Including Assets Under Development
 of $24,738 and $28,073                                                  $        840,852           $        815,756
 Less:  Accumulated Depreciation                                                 (123,858)                  (114,136)
                                                                         ----------------           ----------------
    Net Real Estate Assets                                                        716,994                    701,620
Cash                                                                                4,833                      5,123
Restricted Cash                                                                     4,118                      3,605
Other Assets                                                                       20,521                     22,807
                                                                         ----------------           ----------------
                                                                         $        746,466           $        733,155
                                                                         ================           ================
LIABILITIES AND PARTNERS' CAPITAL
Borrowings                                                               $        469,285           $        472,990
Accounts Payable and Accrued Expenses                                              18,976                     20,411
Distributions Payable                                                               9,894                         --
Other Liabilities                                                                     775                        798
                                                                         ----------------           ----------------
                                                                                  498,930                    494,199
                                                                         ----------------           ----------------
Minority Interest                                                                   2,941                      2,035
                                                                         ----------------           ----------------
Commitments and Contingencies
Partners' Capital
  General Partner                                                                 200,525                    204,384
  Preferred Limited Partner                                                        12,345                         --
  Common Limited Partners                                                          31,725                     32,537
                                                                         ----------------           ----------------
                                                                                  244,595                    236,921
                                                                         ----------------           ----------------
                                                                         $        746,466           $        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 SIX MONTHS ENDED
                                                            JUNE 30,                                   JUNE 30,
                                               -------------------------------------      ----------------------------------
<S>                                     <C>   <C>             <C> <C>             <C>    <C>            <C>   <C>            <C>
                                                    1999                  1998                  1999                 1998
                                               ---------------     ----------------       --------------       -------------
  Revenues
  Minimum Rents                                $        23,215     $         18,166       $       48,169       $       36,077
  Percentage and Overage Rents                           1,136                1,239                2,138                2,309
  Recoveries from Tenants                                7,159                4,793               13,927               10,133
  Interest                                                 161                  105                  284                  194
  Other                                                     67                  104                  209                  197
                                               ---------------     ----------------       --------------       --------------
                                                        31,738               24,407               64,727               48,910
                                               ---------------     ----------------       --------------       --------------
Expenses
  Operating and Maintenance                              5,332                3,672               10,778                7,838
  Real Estate Taxes and Insurance                        3,531                2,657                6,839                5,297
  General and Administrative                             1,737                1,426                3,531                3,000
  Depreciation                                           6,195                3,918               11,442                7,564
  Amortization of Deferred Financing                       415                  485                  838                  744
Costs
  Amortization of Deferred Leasing                         177                  175                  345                  342
Costs
  Interest                                               7,340                3,838               14,699                7,796
                                               ---------------     ----------------       --------------       --------------
                                                        24,727               16,171               48,472               32,581
                                               ---------------     ----------------       --------------       --------------
                                                         7,011                8,236               16,255               16,329
Minority Interest in Loss (Income) of
 Consolidated Partnerships                                  96                  (94)                (927)                (196)
                                               ---------------     ----------------       --------------       --------------
Net Income                                               7,107                8,142               15,328               16,133
Preferred Unit Distribution                               (211)                  --                 (211)                  --
                                               ---------------     ----------------       --------------       --------------
Net Income Available to Common Unitholders     $         6,896     $          8,142       $       15,117       $       16,133
                                               ===============     ================       ==============       ==============
Basic Earnings Per Partnership Unit            $          0.32     $           0.38       $         0.71       $         0.76
                                               ===============     ================       ==============       ==============
Diluted Earnings Per Partnership Unit          $          0.32     $           0.38       $         0.71       $         0.75
                                               ===============     ================       ==============       ==============
Basic Weighted Average Number of
 Partnership Units Outstanding                          21,318               21,296               21,318               21,293
Add:  Dilutive Effect of Stock Options                      56                  124                   47                  128
                                               ---------------      ---------------       --------------       --------------
Diluted Weighted Average Number of
 Partnership Units Outstanding                          21,374               21,420               21,365               21,421
                                               ===============      ===============       ==============       ==============
</TABLE>


                    See accompanying notes to financial statements.

>PAGE> 6

                     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>                  <C>       <C>                  <C>
                                                                            1999                            1998
                                                                    --------------------            -------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                           $             28,359            $            30,917
                                                                    --------------------            -------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Real Estate Assets, Developed or Acquired,
 Net of Accounts Payable                                                         (26,381)                      (37,151)
(Increase) Decrease in Restricted Cash                                              (513)                          108

    Net Cash Used in Investing Activities                                        (26,894)                      (37,043)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Borrowings                                                          20,284                       112,977
Repayment of Borrowings                                                          (23,989)                      (99,264)
Proceeds from Sale of Partnership Units                                               --                            507
Proceeds from Issuance of Preferred Units                                         12,345                            --
Distributions to Preferred Unitholders                                              (211)                           --
Distributions to Minority Interests                                                  (32)                         (141)
Distributions to Partners                                                         (9,894)                       (9,565)
Deferred Financing Costs                                                            (258)                       (1,488)
                                                                    --------------------            ------------------
    Net Cash (Used in) Provided by Financing Activities                           (1,755)                        3,026
                                                                    --------------------            ------------------
Net Decrease in Cash                                                                (290)                       (3,100)
Cash, Beginning of Period                                                          5,123                         5,603
                                                                    --------------------            ------------------
Cash, End of Period                                                 $              4,833            $            2,503
                                                                    ====================            ==================
</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 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 as of
June 30, 1999 an  81% controlling general  partner  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 interim financial data for the three and six-months ended June 30, 1999
and  1998  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  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>
                                                                                 JUNE 30,
<S>                                                              <C>        <C>              <C>
                                                                                   1999
                                                                             ----------------
Notes, unsecured; interest at 7.29%, maturing 2005 to 2008                   $        100,000
Notes, secured by real estate; interest at 6.37%, due in 2001                          95,000
Credit facility, unsecured; weighted average interest at 6.3%
 during 1999 due in 2000                                                               88,100
Mortgage payable, secured by real estate; interest at 6.68%,
 due in 2008                                                                           83,869
Construction loan, secured by real estate; interest at 6.56%
 as of June 30, 1999, due in 1999, subsequently extended to 2001                       47,505
Construction loan, secured by real estate; interest at 6.56%
 as of June 30, 1999, due in 2001                                                      37,234
Mortgage payable, secured by real estate; interest at 8.5%,
 due in 2000                                                                           12,341
Other notes payable, secured by real estate; interest ranging
 from 7.0% to 9.99% maturing 2000 to 2095                                               5,236
                                                                             ----------------
                                                                             $        469,285
                                                                             ================
</TABLE>

      During  the  first  and second quarters of 1999, draws in the  amount  of
$9,684 were made on the construction  loan  facility  collateralized  by  Provo
Towne  Centre.   The  proceeds  along with operating cash and proceeds from the
issuance of Operating Partnership  preferred  units  were  used  to  reduce the
Operating Partnership's unsecured credit facility by $12,700 since December 31,
1998.

      The  Operating Partnership extended its $10,000 unsecured line of  credit
for 60 days  to  May  15, 1999 at which time it expired.  The fee to extend the
unsecured line was $3.


3.    PRO FORMA FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>
                                                                               FOR THE SIX MONTHS ENDED JUNE 30,
                                                                        ------------------------------------------------
<S>                                                          <C>       <C>                  <C>      <C>                <C>
                                                                               1999                          1998
                                                                        -------------------           ------------------
Total Revenues                                                          $            64,727           $           56,037
Net Income Available to Common Unitholder                               $            15,018           $           15,375
Basic Earnings Per Partnership Unit Share                               $              0.70           $             0.72
Diluted Earnings Per Partnership Unit Share                             $              0.70           $             0.72
</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 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.


4.  PARTNERS' CAPITAL

    The following table  summarizes changes in partners' capital since December
31, 1998:

<TABLE>
<CAPTION>
                                                          PREFERRED            General            COMMON
                                                           LIMITED             Partner            Limited            TOTAL
                                                           PARTNER                               Partners
<S>                                             <C>    <C>            <C>    <C>         <C>    <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                                          12,345                --                 --            12,345
Distributions Paid                                                 --             (8,184)            (1,710)           (9,894)
Distributions Accrued                                              --             (8,184)            (1,710)           (9,894)
Net Income                                                        211             12,507              2,610            15,328
Preferred Unit Distribution                                      (211)                --                 --              (211)
                                                        -------------         ----------         ----------        ----------
Partners' Capital at June 30, 1999                      $      12,345         $  200,525         $   31,725        $  244,595
                                                        =============         ==========         ==========        ==========
</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.

      The  Operating Partnership makes quarterly distributions to the Series  A
Preferred unitholder  on  the  last  day  of  each  March,  June, September and
December.  For the six months ended June 30, 1999, distributions for the Series
A Preferred Units were $211.

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  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 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 six months ending June 30:
<TABLE>
<CAPTION>
                                               REGIONAL           COMMUNITY        COMMERCIAL
                                                 MALLS             CENTERS         PROPERTIES          OTHER           TOTAL
<S>                                     <C>  <C>         <C>   <C>          <C>  <C>          <C>  <C>        <C>  <C>       <C>
                                              ---------         -----------       -----------       ---------       ---------
1999                                          $  49,799         $    10,793       $     3,634       $     501       $  64,727
----
Total Revenues
Property Operating Expenses (1)                  14,719               2,070               828              --          17,617
                                              ---------         -----------       -----------       ---------       ---------
Property NOI (2)                                 35,080               8,723             2,806             501          47,110
Unallocated Expenses (3)                             --                  --                --          30,855          30,855
Unallocated Minority Interest (4)                    --                  --                --             927             927
Consolidated Net Income                              --                  --                --              --          15,328
Additions to Real Estate Assets                  21,048               4,820               746              74          26,688
Total Assets (5)                                610,582              83,785            31,119          20,980         746,466
1998                                          $  35,852        $      8,900      $      3,781      $      377      $   48,910
Total Revenues
Property Operating Expenses (1)                  10,489               1,898               748              --          13,135
                                              ---------        ------------      ------------      ----------      ----------
Property NOI (2)                                 25,363               7,002             3,033             377          35,775
Unallocated Expenses (3)                             --                  --                --          19,446          19,446
Unallocated Minority Interest (4)                    --                  --                --             196             196
Consolidated Net Income                              --                  --                --              --          16,133
Additions to Real Estate Assets                  28,128               4,841               310              --          33,279
Total Assets (5)                                448,314              84,074            31,622            5,752        569,762
</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  and  minority  interest  of  the  Operating
        Partnership  unitholders   as  listed  in  the  condensed  consolidated
        statement of operations.
(5)     Unallocated  other  total  assets   include  cash,  corporate  offices,
        miscellaneous real estate and deferred financing costs.
<PAGE> 9

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 elected to convert
200  and 125 common units having a recorded value of $2 and  $1,  respectively,
into an equal number of shares of common stock during the six months ended June
30, 1999 and 1998, respectively.

<TABLE>
<CAPTION>
                                                                          JUNE 30,                         JUNE 30,
                                                                           1999                             1998
<S>                                                      <C>       <C>                   <C>       <C>                  <C>
                                                                    ---------------------           --------------------
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
The following non-cash transactions occurred:
Distributions Accrued For General Partner Not Paid                  $               8,184           $              7,910
Distributions Accrued For Limited Partners Not Paid                 $               1,710           $              1,655
</TABLE>


7.    SUBSEQUENT EVENTS

      On  July  21,  1999,  the Operating Partnership borrowed $34,500 from its
credit facility.  The Operating  Partnership  used  the  proceeds to reduce the
$95,000 notes secured by real estate to $61,223.  This transaction unencumbered
four regional mall properties.

      On July 28, 1999, the Operating Partnership issued 3.8  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, 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.

      On July 30, 1999, the Company borrowed $6,000  from  the  credit facility
and  used  the  proceeds  to  pay  $5,905  on  the $47,505 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.

<PAGE> 10

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 an 81% controlling general partner
interest in, Price Development Company,  Limited  Partnership  ("the  Operating
Partnership")  as  of  June  30,  1999.  The  Operating  Partnership's existing
portfolio consists of 50 properties, in three operating segments,  including 17
enclosed  regional  malls,  25 community centers together with two freestanding
retail properties and six mixed-use commercial properties.

      The  Operating  Partnership's   operations   before   depreciation   were
positively impacted by the August 1998 acquisition of NorthTown Mall as well as
its  development  activities  which  added  a combined 1,028,000 square feet of
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 SIX MONTHS ENDED  JUNE  30, 1999 TO SIX MONTHS ENDED JUNE 30,
1998 (DOLLARS IN THOUSANDS)

      Total revenues for the six months ended  June  30, 1999 increased $15,817
or 32% to $64,727 as compared to  $48,910 in 1998.  This  increase is primarily
attributable  to  a  $12,092  or 34% increase in minimum rents  to  $48,169  as
compared  to  $36,077  in 1998.  Additionally,  percentage  and  overage  rents
decreased $171 or 7% to  $2,138 as compared to $2,309 in 1998.  The decrease in
percentage and overage rents  is  primarily  the result of changes in estimates
for the six months and changes in leases made with tenants.

      The August 1998 acquisition of NorthTown  Mall,  the  August expansion of
Boise  Towne  Square, the October 28, 1998 opening of Provo Towne  Centre,  the
October 1998 addition of Sears to Red Cliffs Mall and Sears Tire and Battery to
Red Cliffs Plaza,  contributed  $8,462 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  additional  $1,673  increase  in minimum rents was the result of increases
experienced for the balance of the property portfolio.

      Revenues recognized from straight-line  rents  were $623 in 1999 and $369
in 1998.

      Recoveries from tenants increased $3,794 or 37% to $13,927 as compared to
$10,133  in  1998.   Property  operating  expenses,  including   operating  and
maintenance, and real estate taxes and insurance increased $2,940  or  38%  and
$1,542  or 29% respectively.  The acquisition of NorthTown Mall, the opening of
Provo Towne  Centre  and the expansion of Boise Towne Square contributed $2,734
to recoveries from tenants,  $2,642  to  property operating expenses, including
operating  and  maintenance, and $1,120 to real  estate  taxes  and  insurance.
Recoveries from tenants as a percentage of property operating expenses were 79%
compared to 77% in 1998.

      Depreciation  and  amortization  increased  $3,975  or  46% to $12,625 as
compared to $8,650 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  $6,903  or  89%  to  $14,699  as compared to
$7,796  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.   Interest  capitalized  on  projects  under
development was $1,039 in 1999 as compared to $1,980 in 1998.

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

      Total revenues for the three  months ended June 30, 1999 increased $7,331
or 30% to $31,738 as compared to $24,407  in  1998.  This increase is primarily
attributable  to  a  $5,049  or 28% increase in minimum  rents  to  $23,215  as
compared  to  $18,166 in 1998.   Additionally,  percentage  and  overage  rents
decreased $103 or 8% to $1,136  as compared to $1,239 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 expansion of
Boise Towne Square, the October 28, 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 $4,098 to the minimum  rent  increased  $196  to
percentage  and overage rents. The remaining $951 increase in minimum rents was
the result of increases experienced for the balance of the property portfolio.

      Revenues  recognized  from straight-line rents were $343 in 1999 and $185
in 1998.

      Recoveries from tenants  increased $2,366 or 49% to $7,159 as compared to
$4,793  in  1998.   Property  operating   expenses,   including  operating  and
maintenance, and real estate taxes and insurance increased  $1,660  or  45% and
$874  or  33% respectively.  The acquisition of NorthTown Mall, the opening  of
Provo Towne  Centre  and the expansion of Boise Towne Square contributed $1,470
to recoveries from tenants,  $1,358  to  property operating expenses, including
operating  and  maintenance,  and  $530 to real  estate  taxes  and  insurance.
Recoveries from tenants as a percentage of property operating expenses were 81%
in 1999 compared to 76% in 1998.

      Depreciation  and  amortization  increased  $2,209  or  48%to  $6,787  as
compared to $4,578 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 $3,502 or 91% to $7,340  as compared to $3,838
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.  Interest capitalized on projects under development  was
$534 in 1999 as compared to $1,107 in 1998.

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 June 30,  1999,  the  Company  declared  a
distribution  of  $.465 per share payable July 20, 1999 to the shareholders and
unitholders of record as of July 8, 1999.

    The  Company's  principal  source  of  liquidity  is  its  cash  flow  from
operations generated  from  its  real estate investments.  As of June 30, 1999,
the Company's cash and restricted  cash amounted to approximately $8.9 million.
In addition to its cash and restricted  cash,  unused capacity under its credit
facility at June 30, 1999, totaled $102.4 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  $95  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  $83.9  million  first  mortgage,  which
requires  a  balloon  payment of approximately $74.1 million in September 2008,
and  the  repayment of outstanding  balances  under  the  $200  million  credit
facility and  the  repayment  of principal on the Spokane Valley Mall and Provo
Towne  Centre Construction loans  of  approximately  $47.5  million  and  $37.2
million due October 2000, August 2001 and July 2001, respectively.  On July 30,
1999, the  Company  paid  $5.9  million of principal on the Spokane Valley Mall
construction loan and exercised the  option  to  extend  the  repayment  of the
remaining  balance to August 2001.  On July 21, 1999, the Company used proceeds
from the credit  facility  to  reduce  the  $95  million mortgage debt to $61.2
million and unencumbered four mall properties.

    The  Operating  Partnership is continuing the development  of  Provo  Towne
Centre, an enclosed regional  mall  in  Provo,  Utah  through  its consolidated
partnership, Provo Mall Development Company, Ltd. On September 4,  1998,  Provo
Mall  Development  Company,  Ltd.  entered into a $50 million construction loan
facility to meet its development and  construction  needs  regarding  the Provo
project.  The  construction  loan  facility  is  guaranteed  by  the  Operating
Partnership.  The  Provo  project  has  incurred  costs  of approximately $71.7
million as of June 30, 1999, which have been funded from the  Company's  credit
facilities  and the construction loan facility. As of June 30, 1999, borrowings
on the construction  loan  facility  were  approximately  $37.2  million.  This
property  will  also represent a future long-term capital need for the Company,
as the total costs  of  the  project  are  estimated  to  be  approximately $77
million.  The Company expects to fund this project through advances  under  its
credit facilities  in  combination  with  its construction loan facility. Provo
Towne Centre opened October 28, 1998 and contains  approximately 723,300 square
feet of total GLA.  The mall is currently developing  a sixteen-screen Cinemark
Theater which will add approximately 74,000 square feet  of  the additional GLA
to the mall and is expected to open in the fourth quarter 1999.

    The  Company  is  constructing  a  new mall at Sierra Vista, Arizona.   The
project is expected to be completed in October  1999 and will add approximately
367,000 square feet of total GLA.  The construction  costs  have  been financed
with the 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  facilities  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.   The  units
represent a limited partnership interest (the "Series  A Preferred Units") with
a   liquidation   value  of  twenty-five  dollars  per  unit.   The   Operating
Partnership  used  the  proceeds  of $12.8 million, less applicable transaction
costs and expenses, for the partial  repayment  of borrowings outstanding under
the credit facility.  On July 28, 1999, the Operating  Partnership  issued  3.8
million  Series  B  8.95%  cumulative redeemable perpetual preferred units in a
private placement.  The units  represent  a  limited  partnership interest (the
"Series B Preferred Units") 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,  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 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%.   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.

    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 51% at June 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 believes that  vendor developed software
and  hardware  will  be made Y2K compliant through vendor-provided  updates  or
replacement with other  Y2K  compliant  software  and  hardware  that  will  be
installed,  tested  and  in  use  prior to the end of 1999.  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 June 30, 1999 totaled approximately $70,000,  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 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.

<PAGE> 14

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET  RISK  (Dollars
          -----------------------------------------------------------
          in Thousands)

    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 June 30, 1999, the Operating Partnership  had  $296,445 of fixed
rate  debt which consisted of $100,000 unsecured public bonds and  $196,445  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  facilities 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 June 30,
1999,  the  Operating  Partnership  had  approximately $172,840 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 $1,728.

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

    On  April  23,  1999,  the  Operating  Partnership  sold  510,000  Series A
Preferred Units to SSB Tax Advantage Exchange Fund I, LLC for a purchase  price
of  $12,750,000.   The  Series  A  Preferred  Units  were  issued  in a private
transaction exempt from the registration requirements of the Securities  Act of
1933  by  virtue  of Section 4(2) thereunder.  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.

    On  July  28,  1999,  the  Operating  Partnership  sold  3,800,000 Series B
Preferred  Units  to  Belcrest  Realty  Corporation  and  Belair  Real   Estate
Corporation  for  an  aggregate  purchase  price  of $95,000,000.  The Series B
Preferred  Units  were  issued  in  a  private  transaction   exempt  from  the
registration  requirements of the Securities Act of 1933 by virtue  of  Section
4(2) thereunder.    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.



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> 16


<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(l))**
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
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  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.

                               (b)   CURRENT REPORTS ON FORM 8-K
                                     NONE


<PAGE> 17

                                     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 DEVELOPMEN COMPANY,
                                                                          LIMITED PARTNERSHIP
                                                                          (Registrant)
<S>                                    <C>                            <C>

                                                                        By: JP Realty, Inc., its General Partner



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


            August 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(l))**
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
27.                            Financial Data Schedule
</TABLE>

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*   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 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.