UNITED STATES 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 March 31, 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>
<S>                                                   <C>
                      MARYLAND                                     87-0516235
                ---------------------                              ----------
               (State of organization)                (I.R.S. Employer Identification No.)
                 35 CENTURY PARK-WAY                             (801) 486-3911
             SALT LAKE CITY, UTAH  84115               ----------------------------------
             ---------------------------                (Registrant's telephone number,        
      (Address of principal executive offices)               inlcluding area 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 March 31, 1999
                            and December 31, 1998                                                                        4
                          Condensed Consolidated Statement of Operations for the Three Months
                           Ended March 31, 1999 and 1998                                                                 5
                          Condensed Consolidated Statement of Cash Flows
                           for the Three months Ended March 31, 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                                    14

PART II:  OTHER INFORMATION
---------------------------
Item 1.                   Legal Proceedings                                                                             15
Item 2.                   Changes in Securities and Use of Proceeds                                                     15
Item 3.                   Defaults Upon Senior Securities                                                               15
Item 4.                   Submission of Matters to a Vote of Security Holders                                           15
Item 5.                   Other Information                                                                             15
Item 6.                   Exhibits and Reports on Form 8-K                                                              15
</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 and the information incorporated by reference herein  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
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 Price Development Company,
Limited Partnership's 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)
                                                                             ---------
                                                                             MARCH 31,                DECEMBER 31,
                                                                               1999                      1998
                                                                         ----------------            ---------------
<S>                                                           <C>      <C>                <C>      <C>               <C>
ASSETS
Real Estate Assets, Including Assets Under Development
 of $22,358 and $28,073                                                 $         825,468           $       815,756
 Less:  Accumulated Depreciation                                                 (119,005)                 (114,136)
                                                                        -----------------           ---------------
    Net Real Estate Assets                                                        706,463                   701,620
Cash                                                                                7,071                     5,123
Restricted Cash                                                                     4,284                     3,605
Other Assets                                                                       20,504                    22,807
                                                                        -----------------           ---------------
                                                                        $         738,322           $       733,155
                                                                        =================           ===============
LIABILITIES AND PARTNERS' CAPITAL
Borrowings                                                              $         472,264           $       472,990
Accounts Payable and Accrued Expenses                                              17,093                    20,411
Distributions Payable                                                               9,894                        --
Other Liabilities                                                                     781                       798
                                                                        -----------------           ---------------
                                                                                  500,032                   494,199
                                                                        -----------------           ---------------
Minority Interest                                                                   3,042                     2,035
Commitments and Contingencies                                           -----------------           ---------------
Partners' Capital
  General Partner                                                                 203,004                   204,384
  Limited Partner                                                                  32,244                    32,537
                                                                        -----------------           ---------------
                                                                                  235,248                   236,921
                                                                        -----------------           ---------------
                                                                        $         738,322           $       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 MARCH 31,
                                                                         ------------------------------------------------
<S>                                                            <C>      <C>                  <C>        <C>                <C>
                                                                                1999                           1998
                                                                         ----------------                ----------------
Revenues
  Minimum Rents                                                          $         24,954                $         17,911
  Percentage and Overage Rents                                                      1,002                           1,070
  Recoveries from Tenants                                                           6,768                           5,340
  Interest                                                                            123                              89
  Other                                                                               142                              93
                                                                         ----------------                ----------------
                                                                                   32,989                          24,503
                                                                         ----------------                ---------------- 
Expenses
  Operating and Maintenance                                                         5,446                           4,166
  Real Estate Taxes and Insurance                                                   3,308                           2,640
  General and Administrative                                                        1,794                           1,574
  Depreciation                                                                      5,247                           3,646
  Amortization of Deferred Financing Costs                                            423                             259
  Amortization of Deferred Leasing Costs                                              168                             167
  Interest                                                                          7,359                           3,958
                                                                         ----------------                ----------------
                                                                                   23,745                          16,410
                                                                         ----------------                ----------------
                                                                                    9,244                           8,093

Minority Interest in Income of Consolidated Partnerships                           (1,023)                           (102)
                                                                         ----------------                ----------------
Net Income                                                               $          8,221                $          7,991
                                                                         ================                ================
Basic Earnings Per Partnership Unit                                      $           0.39                $           0.38
                                                                         ================                ================
Diluted Earnings Per Partnership Unit                                    $           0.38                $           0.37
                                                                         ================                ================
Basic Weighted Average Number of Partnership Units Outstanding                     21,318                          21,290
Add:  Diluted Effect of Stock Options                                                  37                             146
                                                                         ----------------                ----------------
Diluted Weighted Average Number of Partnership Units Outstanding                   21,355                          21,436
                                                                         ================                ================

</TABLE>









                              See accompanying notes to financial statements.


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

<TABLE>
<CAPTION>
                                                                           For the Three Months Ended March 31,
                                                                    -------------------------------------------------
<S>                                                      <C>       <C>                   <C>       <C>                  <C>
                                                                           1999                            1998
                                                                    --------------------            -----------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                           $             13,218            $          14,746
                                                                    --------------------            -----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Real Estate Assets, Developed or Acquired,
 Net of Accounts Payable                                                          (9,719)                     (15,494)
(Increase) Decrease in Restricted Cash                                              (679)                         124
                                                                    --------------------           ------------------
    Net Cash Used in Investing Activities                                        (10,398)                     (15,370)
                                                                    --------------------           ------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Borrowings                                                          10,427                      101,940
Repayment of Borrowings                                                          (11,153)                     (99,125)
Proceeds from Sale of Partnership Units                                               --                          492
Distributions to Minority Interests                                                  (16)                         (71)
Deferred Financing Costs                                                            (130)                      (1,228)
                                                                    --------------------            -----------------
    Net Cash (Used in) Provided by Financing Activities                             (872)                       2,008
                                                                    --------------------            -----------------

Net Increase in Cash                                                               1,948                        1,384
Cash, Beginning of Period                                                          5,123                        5,603
                                                                    --------------------            -----------------
Cash, End of Period                                                 $              7,071            $           6,987
                                                                    ====================            =================
</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  an  83%
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
text requires otherwise.

    The interim financial data for the three-months ended  March  31,  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.
In 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.


2.  BORROWINGS
<TABLE>
<CAPTION>
                                                                                 MARCH 31,
                                                                            
<S>                                                              <C>        <C>                 <C>
                                                                                   1999
                                                                             ----------------
Notes, unsecured; interest at 7.29%, maturing 2005 to 2008                   $        100,000
Credit facility, unsecured; weighted average interest at 5.9%
 during 1999                                                                           91,600
Notes, secured by real estate; interest at 6.37%, due in 2001                          95,000
Mortgage payable, secured by real estate; interest at 6.68%,
 due in 2008                                                                           84,068
Construction loan, secured by real estate; interest at 6.45%
 as of March 31, 1999, due in 1999                                                     47,505
Construction loan, secured by real estate; interest at 6.44%
 as of March 31, 1999, due in 2001                                                     36,377
Mortgage payable, secured by real estate; interest at 8.5%,
 due in 2000                                                                           12,427
Other notes payable, secured by real estate; interest ranging
 from 7.0% to 9.99% maturing 2000 to 2095                                               5,287
                                                                             ----------------
                                                                             $        472,264
                                                                             ================
</TABLE>

      During the first quarter of 1999, a draw in the amount of $8,827 was made
on  the  construction loan facility collateralized by Provo Towne Centre.   The
proceeds  along   with  operating  cash  were  used  to  reduce  the  Operating
Partnership's unsecured credit facility by $9,200.

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

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


3.    PRO FORMA FINANCIAL INFORMATION

      The following unaudited pro forma  summary  financial information for the
three months ended March 31, 1999 and 1998, is presented  as if the acquisition
of NorthTown Mall had been consummated as of January 1, 1998.

<TABLE>
<CAPTION>
                                                                              FOR THE THREE MONTHS ENDED MARCH 31,
                                                                        -----------------------------------------------
<S>                                                          <C>       <C>                  <C>      <C>                  <C>
                                                                               1999                          1998
                                                                        -------------------           -----------------
Total Revenues                                                          $            32,989           $          28,252
Net Income                                                              $             6,837           $           6,549
Basic Earnings Per Partnership Unit Share                               $              0.39           $            0.37
Diluted Earnings Per Partnership Unit Share                             $              0.39           $            0.37

</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  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>
                                                           General                LIMITED
                                                           Partner                PARTNER              TOTAL
                                                        --------------         --------------        -----------
<S>                                             <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)                --
Distributions Accrued                                           (8,184)                (1,710)            (9,894)
Net Income                                                       6,802                  1,419              8,221
                                                        --------------         --------------        -----------
Partners' Capital at March 31, 1999                     $      203,004         $       32,244        $   235,248
                                                        ==============         ==============        ===========
</TABLE>

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.

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


5.  SEGMENT INFORMATION (CONTINUED)

    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 quarter ending March 31:

<TABLE>
<CAPTION>
                                               REGIONAL           COMMUNITY        COMMERCIAL
                                                 MALLS             CENTERS         PROPERTIES         OTHER           TOTAL
                                              ---------         ------------      -----------       ---------       ---------
<S>                                     <C>  <C>          <C>  <C>          <C>  <C>          <C>  <C>        <C>  <C>        <C>
1999
-----
Total Revenues                                $  24,681         $      6,360      $     1,724       $     224       $  32,989
Property Operating Expenses (1)                   7,350                1,000              404              --           8,754
                                              ---------         ------------       ----------       ---------       ---------
Property NOI (2)                                 17,331                5,360            1,320             224          24,235
Unallocated Expenses (3)                             --                   --               --          14,991          14,991
Unallocated Minority Interest (4)                    --                   --               --           2,407           2,407
Consolidated Net Income                              --                   --               --              --           6,837
Additions to Real Estate Assets                   6,592                2,625              469              26           9,712
Total Assets (5)                                608,273               81,993           31,152          16,904         738,322
1998                                             18,001                4,375            1,950             177          24,503
Total Revenues
Property Operating Expenses (1)                   5,471                  961              374              --           6,806
                                              ---------         ------------       ----------       ---------       ---------
Property NOI (2)                                 12,530                3,414            1,576             177          17,697
Unallocated Expenses (3)                             --                   --               --           9,604           9,604
Unallocated Minority Interest (4)                    --                   --               --           1,451           1,451
Unallocated Other (5)                                --                   --               --              --              --
Consolidated Net Income                              --                   --               --              --           6,642
Additions to Real Estate Assets                   8,675                2,746              191              --          11,612
Total Assets (5)                                431,404               82,661           31,802          10,718         556,585

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



6.    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

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

      Holders of Operating  Partnership  units  elected  to convert 200 and 125
Operating Partnership units having a recorded value of $2 and $1, respectively,
into  common  stock  during  the three months ended March 31,  1999  and  1998,
respectively.

<TABLE>
<CAPTION>
                                                                         MARCH 31,                       MARCH 31,
                                                                           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>

<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 83% controlling general partner
interest  in,  Price  Development  Company, Limited Partnership ("the Operating
Partnership")  as  of  March 31, 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. In 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.

RESULTS OF OPERATIONS

    COMPARISON OF THREE MONTHS ENDED MARCH 31, 1999 TO THREE MONTHS ENDED MARCH
    31, 1998 (DOLLARS IN THOUSANDS)

      Total revenues for the three months ended March 31, 1999 increased $8,486
or 35% to $32,989 as compared  to $24,503  in 1998.  This increase is primarily
attributable  to a $7,043 or 39%  increase  in  minimum  rents  to  $24,954  as
compared to $17,911  in  1998.   Additionally,  percentage  and  overage  rents
decreased $68 or 6% to $1,002 as compared to $1,070  in 1998.  The decrease  in
percentage  and  overage  rents  is the result of a lease change with an anchor
tenant at Boise Towne Square where  minimum rents were increased and percentage
and overage rents decreased.

      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 $4,364 to the minimum rent increase and $112 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  $722  increase  in  minimum  rents was the result of increases
experienced for the balance of the property portfolio.

      Revenues recognized from straight-line rents  were  $280 in 1999 and $184
in 1998.

      Recoveries from tenants increased $1,428 or 27% to $6,768  as compared to
$5,340   in  1998.   Property  operating  expenses,  including  operating   and
maintenance,  and  real  estate taxes and insurance increased $1,280 or 31% and
$668 or 25% respectively.   The  acquisition  of NorthTown Mall, the opening of
Provo Towne Centre and the expansion of Boise Towne  Square  contributed $1,264
to  recoveries  from tenants, $1,284 to property operating expenses,  including
operating and maintenance,  and  $590  to  real  estate  taxes  and  insurance.
Recoveries from tenants as a percentage of property operating expenses were 77%
compared to 78% in 1998.

      Depreciation  and  amortization  increased  $1,766  or  43% to $5,838  as
compared to $4,072 in 1998.  This increase is primarily due to  the acquisition
of NorthTown Mall and the increase in newly developed GLA.

<PAGE> 11
      Interest expense increased $3,401 or 86% to $7,359 as compared  to $3,958
in  1998.   This  increase  resulted from additional borrowings used to acquire
NorthTown Mall and used for newly  constructed  GLA.   Interest  capitalized on
projects under development was $505 in 1999 as compared to $873 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  March  31,  1999,  the  Company declared a
distribution of $.465 per share payable April 20, 1999 to the  shareholders and
unitholders of record as of April 6, 1999.

    The  Company's  principal  source  of  liquidity  is  its  cash  flow  from
operations  generated from its real estate investments.  As of March 31,  1999,
the Company's cash and restricted cash amounted to approximately $11.4 million.
In addition to  its  cash and restricted cash, unused capacity under its credit
facilities at March 31, 1999, totaled $108.9 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 facilities.

    The Company's  principal  long-term  liquidity  requirements  will  be  the
repayment  of  principal  on  the  Spokane  Valley  Mall  construction  loan of
approximately  $47.5  million  which  is due in July 1999 and which the Company
intends to convert to permanent financing  in  1999,  the  $95 million mortgage
debt, which matures in 2001 and which requires principal payments  in an amount
necessary  to  reduce  the  debt  to $83.1 million as of January 21, 2000,  the
repayment of the $100 million senior  notes  principal payable at $25 million a
year starting in March 2005, the repayment of the $84.5 million first mortgage,
which  requires a balloon payment of approximately  $73  million  in  September
2008, and  the  repayment of outstanding balances under the $200 million credit
facility.

    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 $66.7
million as of March 31, 1999, which have been funded from the  Company's credit
facilities and the construction loan facility. As of March 31, 1999, borrowings
on  the  construction  loan  facility  were  approximately $36.4 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 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  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.

<PAGE> 12
    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 53% at March 31, 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 a significant majority  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  is  making  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 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  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> 13
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.  The  Operating  Partnership  has  $296,781  of  fixed  rate  debt
consisting  of  $100,000  unsecured  public bonds and $196,781 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 March 31,
1999,  the  Operating  Partnership had approximately  $175,483  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 $1,755.

    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> 14

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

    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> 15
         
<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                           Amended and Restated Agreement of Limited Partnership of Price Development
                               Company, Limited Partnership (10(a))**
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                          Second Amendment to Amended and Restated Agreement of Limited Partnership of
                               Price Development Company, Limited Partnership (10.16)***
27.                            Financial Data Schedule
                               (b)  Current Reports on Form 8-K
                                     None
</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.
*** Document was previously filed with Operating Partnership's Annual Report on
    Form 10-K for the year ended December 31,  1998, under the exhibit numbered
    in the parenthetical, and is incorporated herein by reference.

         
<PAGE> 16
               
                                       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>
<S>                                    <C>                              <C>
                                                                          Price Development Company,
                                                                          Limited Partnership
                                                                          (Registrant)




            May 11, 1999                                                /s/ G. Rex Frazier
-----------------------------------                                     -----------------------------------
                (Date)                                                  G. Rex Frazier
                                                                        PRESIDENT, CHIEF OPERATING OFFICER,
                                                                        AND DIRECTOR


             May 11, 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                           Amended and Restated Agreement of Limited Partnership of Price Development
                               Company, Limited Partnership (10(a))**
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                          Second Amendment to Amended and Restated Agreement of Limited Partnership of
                               Price Development Company, Limited Partnership (10.16)***
27.                            Financial Data Schedule
                               (b)  Current Reports on Form 8-K
                                     None
</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.
*** Document was previously filed with Operating Partnership's Annual Report on
    Form 10-K for the year ended  December 31, 1998, under the exhibit numbered
    in the parenthetical, and is incorporated herein by reference.