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, 2002

                                           OR

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

                 For the transition period from _________ to __________

                           Commission file number 333-34835-01



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

<TABLE>
<CAPTION>

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



 Indicate by check mark whether the registrant:   (1)  has  filed  all  reports
required  to be filed by Section 13 or 15(d) of the Securities Exchange Act  of
1934 during  the  preceding  12  months  (or  for  such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.         Yes      No
                                                      [X]


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




                                         INDEX
                                         -----


<TABLE>
<CAPTION>
PART I:  FINANCIAL INFORMATION                                                       PAGE
------------------------------					                        ------
<S>             <C>                                                                <C>
Item 1.          Financial Statements                                                    3
                 Consolidated Balance Sheet as of March 31, 2002
                  and December 31, 2001                                                  4
                 Consolidated Statement of Operations for the Three Months
                  Ended March 31, 2002 and 2001                                          5
                 Condensed Consolidated Statement of Cash Flows
                  for the Three Months Ended March 31, 2002 and 2001                     6
                 Notes to Consolidated Financial Statements                              7
Item 2.          Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                                   13
Item 3.          Quantitative and Qualitative Disclosures About Market Risk             18

PART II:  OTHER INFORMATION
---------------------------
Item 1.          Legal Proceedings 				                                  19
Item 2.          Changes in Securities and Use of Proceeds                              19
Item 3.          Defaults Upon Senior Securities                                        19
Item 4.          Submission of Matters to a Vote of Security Holders                    19
Item 5.          Other Information                                                      19
Item 6.          Exhibits and Reports on Form 8-K                                       19
</TABLE>

<PAGE> 2

      Certain matters discussed under the captions "Management's Discussion and
Analysis  of  Financial Condition and Results of Operations," "Quantitative and
Qualitative Disclosures  About  Market  Risk"  and  elsewhere in this Quarterly
Report on Form 10-Q may constitute forward-looking statements  and  as such may
involve known and unknown risks, uncertainties and assumptions.  Actual  future
performance,  achievements  and  results  of Price Development Company, Limited
Partnership  (the "Operating Partnership") may  differ  materially  from  those
expressed or implied  by  such  forward-looking  statements as a result of such
known  and  unknown  risks,  uncertainties,  assumptions   and  other  factors.
Representative  examples of these factors include, without limitation,  general
industry and economic  conditions,  interest  rate  trends, cost of capital and
capital requirements, availability of real estate properties,  competition from
other  companies  and  venues for the sale/distribution of goods and  services,
shifts in customer demands, tenant bankruptcies, governmental and public policy
changes, the effects of  the  proposed  merger  with General Growth Properties,
Inc. and the continued availability of financing  in  the  amounts  and  on the
terms  necessary  to  support the future business of the Operating Partnership.
Readers are cautioned that  the  Operating  Partnership's  actual results could
differ materially from those set forth in such forward-looking statements.




                                        PART I


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

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

    The aforementioned financial statements should be read in conjunction  with
the  notes to the financial statements and Management's Discussion and Analysis
of  Financial   Condition   and   Results   of  Operations  and  the  Operating
Partnership's Annual Report on Form 10-K/A for  the  year  ended  December  31,
2001, including the financial statements and notes thereto.

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

<TABLE>
<CAPTION>
                                                                              (UNAUDITED)
                                                                               ---------
                                                                               MARCH 31,       DECEMBER 31,
                                                                                 2002             2001
                                                                            --------------    -------------
<S>                                                                        <C>               <C>
ASSETS
Real Estate Assets
  Land                                                                      $      106,602    $     106,602
  Buildings                                                                        817,688          814,307
                                                                            --------------    -------------
                                                                                   924,290          920,909
 Less: Accumulated Depreciation                                                   (182,633)        (175,946)
                                                                            --------------    -------------
    Operating Real Estate Assets                                                   741,657          744,963

 Real Estate Under Development                                                       2,894            3,151
                                                                            --------------    -------------
    Net Real Estate Assets                                                         744,551          748,114
 Cash                                                                               11,735           11,493
 Restricted Cash                                                                     4,390            5,634
 Accounts Receivable, Net                                                           12,879           14,542
 Deferred Charges, Net                                                               8,178            8,418
 Other Assets                                                                        7,696            7,571
                                                                            --------------    -------------
                                                                            $      789,429    $     795,772
                                                                            ==============    =============


LIABILITIES AND PARTNERS' CAPITAL
Borrowings											    $      460,199    $     478,682
Accounts Payable and Accrued Expenses                                               14,135           12,976
Distributions Payable                                                               12,381               --
Other Liabilities                                                                      825              841
                                                                            --------------    -------------
                                                                                   487,540          492,499
                                                                            --------------    -------------
Minority Interest                                                                    1,614            1,618
                                                                            --------------    -------------

Commitments and Contingencies

PARTNERS' CAPITAL
General Partner                                                                    161,271          161,750
Preferred Limited Partners                                                         112,327          112,327
Common Limited Partners                                                             26,677           27,578
                                                                            --------------    -------------
                                                                                   300,275          301,655
                                                                            --------------    -------------
                                                                            $      789,429    $     795,772
                                                                            ==============    =============
</TABLE>

             See accompanying notes to consolidated financial statements.

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

<TABLE>
<CAPTION>

                                                                         FOR THE THREE MONTHS ENDED MARCH 31,
                                                                         ------------------------------------
<S>                                                                     <C>                    <C>
                                                                              2002                  2001
                                                                         ---------------       --------------
REVENUES
Minimum Rents                                                            $        26,394       $       25,623
Percentage and Overage Rents                                                         583                  713
Recoveries from Tenants                                                            8,283                8,209
Interest                                                                              57                  143
Other                                                                                376                  332
                                                                         ---------------       --------------
                                                                                  35,693               35,020
                                                                         ---------------       --------------

EXPENSES
Operating and Maintenance                                                          6,456                6,066
Real Estate Taxes and Insurance                                                    3,944                3,735
Advertising and Promotions                                                           166                  178
General and Administrative                                                         1,641                1,833
Merger Expenses                                                                    1,864                   --
Depreciation                                                                       7,071                7,179
Amortization of Deferred Financing Costs                                             370                  381
Amortization of Deferred Leasing Costs                                               135                  171
Interest                                                                           6,156                8,038
                                                                         ---------------       --------------
                                                                                  27,803               27,581
                                                                         ---------------       --------------
                                                                                   7,890                7,439
Minority Interest in (Income) Loss of Consolidated Partnerships                      (66)                  98
Gain on Sales of Real Estate                                                          --                  872
                                                                         ---------------       --------------
Net Income                                                                         7,824                8,409
Preferred Unit Distributions                                                      (2,579)              (2,579)
                                                                         ---------------       --------------
Net Income Available to Common Unitholders                               $         5,245       $        5,830
                                                                         ===============       ==============

Basic Earnings Per Partnership Common Unit                               $          0.26       $         0.29
                                                                         ===============       ==============
Diluted Earnings Per Partnership Common Unit                             $          0.26       $         0.29
                                                                         ===============       ==============
Basic Weighted Average Number of Partnership Units                                20,010               19,856
Add: Dilutive Effect of Stock Options                                                 92                   13
                                                                         ---------------       --------------
Dilutive Weighted Average Number of Partnership Units                             20,102               19,869
                                                                         ===============       ==============
</TABLE>
             See accompanying notes to consolidated financial statements.

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

<TABLE>
<CAPTION>

                                                                         FOR THE THREE MONTHS ENDED MARCH 31,
                                                                         ------------------------------------
<S>                                                                     <C>                    <C>
                                                                              2002                  2001
                                                                         --------------        --------------

NET CASH PROVIDED BY OPERATING ACTIVITIES                                $       17,848        $       16,298
                                                                         --------------        --------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Real Estate Assets, Developed or Acquired,
  Net of Accounts Payable                                                        (3,369)               (4,970)
 Proceeds from Sales of Real Estate                                                  --                 1,790
 Decrease (Increase) in Restricted Cash                                           1,244                (4,109)
                                                                         --------------        --------------
    Net Cash Used in Investing Activities                                        (2,125)               (7,289)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Borrowings                                                          1,000                81,580
Repayment of Borrowings                                                         (19,483)              (86,717)
Net Proceeds from Issuance of Partnership Common Units                            3,631                    --
Distributions to Preferred Unitholders                                             (454)               (2,579)
Distributions to Minority Interest of Consolidated Partnerships                     (70)                  (71)
Deferred Financing Costs                                                           (105)                 (377)
                                                                         --------------        --------------
    Net Cash Used in Financing Activities                                       (15,481)               (8,164)
                                                                         --------------        --------------

Net Increase (Decrease) in Cash                                                     242                   845
Cash, Beginning of Period                                                        11,493                 2,636
                                                                         --------------        --------------
Cash, End of Period                                                      $       11,735        $        3,481
                                                                         ==============        ==============
</TABLE>


             See accompanying notes to consolidated financial statements.

<PAGE> 6

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

1.  BUSINESS SUMMARY, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

    The  Operating  Partnership is primarily engaged in the business of owning,
leasing,  managing, operating,  developing  and  redeveloping  regional  malls,
community centers  and  other  commercial  properties. The tenant base includes
primarily national, regional and local retail  companies.  Consequently, credit
risk  is  concentrated  in  the retail industry.  JP Realty, Inc.,  a  Maryland
corporation (the "Company"),  is  the  sole  general  partner  of the Operating
Partnership.  The Company conducts all of its business operations  through, and
holds  a  controlling   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 accompanying consolidated financial statements  include the accounts of
the Operating Partnership and all controlled affiliates.  The interim financial
data for the three months ended March 31, 2002 and 2001 is  unaudited; however,
in  the  opinion  of  the  Company,  the  interim  financial data includes  all
adjustments, consisting only of normal recurring adjustments,  necessary  for a
fair  presentation  of  the  results  for the interim periods.  All significant
inter-company  balances  and  transactions   have   been   eliminated   in  the
consolidated presentation.

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

<TABLE>
<CAPTION>
                                                                  MARCH 31,
                                         --------------------------------------------------------------
                                                     2002                              2001
                                         -----------------------------   ------------------------------
<S>                                     <C>            <C>              <C>                <C>

                                              UNITS       PERCENTAGE          UNITS        PERCENTAGE
                                         -------------   -------------   -------------    -------------
Units held by General Partner               16,371,000          81.81%      16,219,000           81.68%
Units held by Limited Partners               3,639,000          18.19%       3,637,000           18.32%
                                         -------------   -------------   -------------    -------------
                                            20,010,000         100.00%      19,856,000          100.00%
                                         =============   =============   =============    =============
</TABLE>

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


2.BORROWINGS
<TABLE>
<CAPTION>
                                                                                  MARCH 31,
                                                                                    2002
<S>                                                                           <C>
                                                                               ---------------
Credit facility, unsecured; variable rate; weighted average interest at 2.94%
 during 2002, due in 2003                                                      $       106,000
Notes, unsecured; interest at 7.29%, maturing 2005 to 2008                             100,000
Mortgage payable, secured by real estate; interest at 6.68%, due in 2008                81,317
Mortgage payable, secured by real estate; interest at 6.64%, due 2011                   78,111
Loan facility, secured by real estate; variable rate; weighted average
 interest at 3.37% during 2002, due in 2003                                             47,340
Construction loan, secured by real estate; variable rate; weighted average
 interest at 3.36% during 2002, due in 2003                                             44,085
Other notes payable, secured by real estate; interest ranging from
 7.0% to 9.99%, maturing 2003 to 2095                                                    3,346
                                                                               ---------------
                                                                               $       460,199
                                                                               ===============
</TABLE>
<PAGE> 7

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

2.    BORROWINGS (CONTINUED)

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

  On June 28,  2001,  Provo  Mall  Development  Company  Ltd.,  a  consolidated
partnership  of  which  the  Operating  Partnership  is  the  general  partner,
exercised  its  right  to  extend  its $50,000 construction loan facility.  The
construction loan is collateralized by Provo Towne Centre and guaranteed by the
Operating Partnership.  The loan bears  interest  at a variable rate indexed to
the LIBOR rate plus 150 basis points.  The LIBOR rate  used is at the Company's
option and is based upon the 30, 60, or 90 LIBOR rate.  The balance outstanding
as  of  March 31, 2002 was $44,085.  The extension was for  a  two-year  period
maturing July 1, 2003.

  On July  31,  2001,  Spokane  Mall  Development  Company, Ltd. Partnership, a
consolidated  partnership  of which the Operating Partnership  is  the  general
partner, obtained a new loan  facility  from  a  group of banks led by Bank One
Arizona, NA.  The new loan facility totals $47,340,  of which $41,600 was drawn
at  closing  and  used to pay-off  and terminate the maturing  $50,000  Spokane
Valley Mall construction  loan,  which  had a balance of $41,600.  The new loan
facility is for two years, maturing on July  31, 2003, with an interest rate of
LIBOR plus 150 basis points.  The LIBOR rate used  is  at  the Company's option
and  is based upon the 30, 60 or 90 day LIBOR rate.  An additional  $5,740  was
drawn on the loan facility in December 2001 to fund the construction of Spokane
Valley  Mall  Plaza.   The  balance  outstanding under this loan facility as of
March 31, 2002 was $47,340.


3. SCHEDULE OF MATURITIES OF BORROWINGS

<TABLE>
<CAPTION>
      The following summarizes  the scheduled maturities of borrowings at March
31, 2002:

<S>                                                                       <C>
YEAR                                                                            TOTAL
----                                                                       -------------
2002                                                                       $       1,425
2003                                                                             199,743
2004                                                                               2,124
2005                                                                              27,287
2006                                                                              27,446
2007                                                                              27,617
Thereafter                                                                       174,557
                                                                           -------------
                                                                           $     460,199
                                                                           =============
</TABLE>

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

4.    PARTNERS' CAPITAL

      The  following  table  summarizes  changes  in  partners'  capital  since
December 31, 2001:

<TABLE>
<CAPTION>
                                                             PREFERRED          COMMON
                                              GENERAL          LIMITED           LIMITED
                                              PARTNER          PARTNERS          PARTNERS        TOTAL
<S>                                        <C>             <C>               <C>              <C>
                                            ------------    --------------    -------------    ----------
Partners' Capital at December 31, 2001      $    161,750    $      112,327    $      27,578    $  301,655
Units Issued upon Exercise of Stock Options        3,631                --               --         3,631
Net Income                                         4,290             2,579              955         7,824
Distributions Paid                                    --              (454)              --          (454)
Distributions Accrued                             (8,400)           (2,125)          (1,856)      (12,381)
                                            ------------    --------------    -------------    ----------
Partners' Capital at March 31, 2002         $    161,271    $      112,327    $      26,677    $  300,275
                                            ============    ==============    =============    ==========
</TABLE>

  In  April  1999, the Operating Partnership  issued  510,000  Series  A  8.75%
cumulative redeemable preferred units of limited partner interests (the "Series
A Preferred Units")  in  exchange  for  a  gross contribution of $12,750.  Each
Series  A  Preferred  Unit  represents  a  limited   partner  interest  with  a
liquidation value of twenty-five dollars per unit.  The  Operating  Partnership
used the proceeds, less applicable transaction costs of $405, for the repayment
of  borrowings  outstanding  under  its  prior  credit facility.  The Series  A
Preferred Units, which may be redeemed for cash at  the option of the Operating
Partnership on or after April 23, 2004, have no stated  maturity  or  mandatory
redemption  and  are not convertible into any other securities of the Operating
Partnership.  The  Series  A  Preferred Units are exchangeable at the option of
the preferred unitholder at a rate of one Series A Preferred Unit for one share
of the Company's Series A 8.75% cumulative redeemable preferred stock beginning
April 23, 2009, or earlier under  certain  circumstances.   In  the  event that
shares  of  Series  A  preferred  stock  are  issued  in  exchange for Series A
Preferred Units, the Operating Partnership will issue an equivalent  number  of
Series  A  Preferred  Units  to  the Company.  Any shares of Series A preferred
stock issued in exchange for Series  A  Preferred  Units  will  have  the  same
rights,  terms  and  conditions  with  respect  to  redemption  as the Series A
Preferred  Units and will not be convertible into any other securities  of  the
Company.  The income allocated and distributions paid to the Series A Preferred
Units are based  on  the  rate  of  8.75%  on the $12,750 or $279 for the three
months ended March 31, 2002 and 2001.

  On July 28, 1999, the Operating Partnership  issued  3,800,000 Series B 8.95%
cumulative redeemable preferred units of limited partner  interest (the "Series
B  Preferred  Units")  in exchange for a gross contribution of  $95,000.   Each
Series  B  Preferred  Unit   represents  a  limited  partner  interest  with  a
liquidation value of twenty-five  dollars  per unit.  The Operating Partnership
used  the  proceeds, less applicable transaction  costs  of  $2,774,  to  repay
$90,000 in borrowings  under  its  prior credit facility and increase operating
cash.  The Series B Preferred Units,  which  may  be  redeemed  for cash at the
option of the Operating Partnership on or after July 28, 2004, have  no  stated
maturity  or  mandatory  redemption  and  are  not  convertible  into any other
securities  of  the  Operating  Partnership.  The Series B Preferred Units  are
exchangeable at the option of the  preferred unitholder at a rate of one Series
B  Preferred Unit for one share of the  Company's  Series  B  8.95%  cumulative
redeemable  preferred  stock  beginning July 28, 2009, or earlier under certain
circumstances.  In the event that shares of Series B preferred stock are issued
in exchange for Series B Preferred  Units, the Operating Partnership will issue
an equivalent number of Series B Preferred Units to the Company.  Any shares of
Series B preferred stock issued in exchange  for  Series B Preferred Units will
have the same rights, terms and conditions with respect  to  redemption  as the
Series  B Preferred Units and will not be convertible into any other securities
of the Company.   The  income  allocated  to  holders of the Series B Preferred
Units is based upon the rate of 8.95% on the $95,000  or  $2,125  for the three
months ended March 31, 2002 and 2001.  Distributions are paid on the  last  day
of the quarter providing that day is a business day.  If the payment falls on a
non-business day, the payment is due on the following business day, except that
payment  for  the fourth quarter distributions must be made in December.  Since
March 31, 2002  was  a Sunday, the payment of $2,125 was made on April 1, 2002.
Distributions paid were $0 and $2,125 for the three months ended March 31, 2002
and 2001.

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

4.    PARTNERS' CAPITAL (CONTINUED)

      On May 1, 2000,  the  Operating Partnership issued 320,000 Series C 8.75%
cumulative redeemable preferred  units of limited partner interest (the "Series
C Preferred Units"), with a liquidation  value of twenty-five dollars per unit,
in exchange for a gross contribution of $8,000.  The Operating Partnership used
the proceeds, less applicable transaction  costs  and  expenses of $244, to pay
down the borrowings under its prior credit facility.  The  Series  C  Preferred
Units,  which  may  be  redeemed  for  cash  at  the  option  of  the Operating
Partnership  on  or  after  May  1,  2005, have no stated maturity or mandatory
redemption and are not convertible into  any  other securities of the Operating
Partnership.  The Series C Preferred Units are  exchangeable  at  the option of
the preferred unitholder at a rate of one Series C Preferred Unit for one share
of the Company's Series C 8.75% cumulative redeemable preferred stock beginning
May 1, 2010, or earlier under certain circumstances.  In the event  that shares
of  Series  C  preferred  stock  are  issued in exchange for Series C Preferred
Units, the Operating Partnership will issue  an  equivalent  number of Series C
Preferred Units to the Company.  Any shares of Series C preferred  stock issued
in exchange for Series C Preferred Units will have the same rights,  terms  and
conditions  with respect to redemption as the Series C Preferred Units and will
not be convertible  into  any  other  securities  of  the  Company.  The income
allocated and distribution paid to the Series C Preferred Units  are based upon
the  rate  of 8.75% on the 8,000 or $175 for the three months ended  March  31,
2002 and 2001.

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

<TABLE>
<CAPTION>
                                                                  MARCH 31,
                                         --------------------------------------------------------------
                                                     2002                              2001
                                         -----------------------------   ------------------------------
<S>                                     <C>            <C>              <C>                <C>

                                              UNITS       PERCENTAGE          UNITS        PERCENTAGE
                                         -------------   -------------   -------------    -------------
Units held by General Partner               16,371,000          81.81%      16,219,000           81.68%
Units held by Limited Partners               3,639,000          18.19%       3,637,000           18.32%
                                         -------------   -------------   -------------    -------------
                                            20,010,000         100.00%      19,856,000          100.00%
                                         =============   =============   =============    =============
</TABLE>

      The consolidated partnerships' minority interests in  income  or loss are
calculated by multiplying the percentage of each such partnership owned  by its
respective  minority  partners  by the total income or loss of such partnership
unless the cumulative losses exceed  the  limited  partners'  investment.  Such
excess  losses  previously  attributable  to  the  limited  partners  will   be
recognized  by the Company.  Future income attributable to the limited partners
will be recognized by the Company to the extent of these losses.


5.    SEGMENT INFORMATION

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

      The accounting policies of the segments are the  same  as those described
in   the   "Summary  of  Significant  Accounting  Policies"  in  the  Operating
Partnership's  Annual  Report  on  Form  10-K/A for the year ended December 31,
2001.  Segment data includes total revenues  and  property net operating income
(revenues less property operating expenses ("Property  NOI")).   The  Operating
Partnership  evaluates  the performance of its segments and allocates resources
to them based on Property NOI.

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

5.    SEGMENT INFORMATION (CONTINUED)

      The regional mall segment  consists of 18 regional malls in eight  states
containing approximately 10,414,000  square  feet  of total gross leasable area
("GLA") and which range in size from approximately 301,000  to 1,166,000 square
feet of total GLA.

      The community center segment consists of 25 properties  in  eight  states
containing   approximately   3,427,000   square  feet  of  total  GLA  and  one
freestanding retail property containing approximately 2,000 square feet of GLA.

      The  commercial  properties  include  six  mixed-use  commercial/business
properties  with  38  commercial buildings containing  approximately  1,355,000
square feet of GLA which  are  located  primarily  in  the Salt Lake City, Utah
area.

      The  table  below presents information about the Operating  Partnership's
reportable segments for the quarters ending March 31:

<TABLE>
<CAPTION>
                                            REGIONAL     COMMUNITY     COMMERCIAL
                                             MALLS        CENTERS      PROPERTIES      OTHER         TOTAL
                                           ---------    -----------    ----------    ----------    ----------
<S>                                       <C>          <C>            <C>           <C>           <C>
2002
----
Total Revenues                             $  28,580    $     5,101    $    1,881    $      131    $   35,693
Property Operating Expenses (1)               (8,924)        (1,228)         (414)           --       (10,566)
                                           ---------    -----------    ----------    ----------    ----------
Property NOI (2)                              19,656          3,873         1,467           131        25,127
Unallocated Expenses (3)                          --             --            --       (17,237)      (17,237)
Unallocated Minority Interest (4)                 --             --            --           (66)          (66)
Preferred Unit Distributions                      --             --            --        (2,579)       (2,579)
Consolidated Net Income                           --             --            --            --         5,245
Additions to Real Estate Assets                2,588            739            42            --         3,369
Total Assets (5)                             657,947         88,821        28,953        13,708       789,429
2001
----
Total Revenues                             $  28,017    $     5,015    $    1,899    $       89   $    35,020
Property Operating Expenses (1)               (8,505)        (1,101)         (373)           --        (9,979)
                                           ---------    -----------    ----------    ----------    ----------
Property NOI (2)                              19,512          3,914         1,526            89        25,041
Unallocated Expenses (3)                          --             --            --       (17,602)      (17,602)
Unallocated Minority Interest (4)                 --             --            --            98            98
Unallocated Other (6)                             --             --            --           872           872
Preferred Unit Distributions                      --             --            --        (2,579)       (2,579)
Consolidated Net Income                           --             --            --            --         5,830
Additions to Real Estate Assets                1,744          3,015           211            --         4,970
Total Assets (5)                             662,823         81,724        29,565        13,299       787,411
</TABLE>
-----------------
(1) Property operating  expenses consist of operating, maintenance, real estate
    taxes and insurance,  advertising  and  promotion expenses as listed in the
    consolidated statement of operations.
(2) Total revenues minus property operating expenses.
(3) Unallocated  expenses  consist  of  general  and   administrative,   merger
    expenses,   depreciation,   amortization   of   deferred  financing  costs,
    amortization  of  deferred  leasing costs and interest  as  listed  in  the
    consolidated statement of operations.
(4) Unallocated minority interest  includes  minority interest in (income) loss
    of consolidated partnerships as listed in  the  consolidated  statement  of
    operations.
(5) Unallocated   other   total   assets   include   cash,  corporate  offices,
    miscellaneous real estate and deferred financing costs.
(6) Unallocated other includes gain on sales of real estate  as  listed  in the
    consolidated statement of operations.

<PAGE> 11
                PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
       (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT DATA AMOUNTS)


6. PROPOSED MERGER

   On March 3, 2002, JP Realty, Inc. and the Operating Partnership entered into
a definitive Agreement and Plan of Merger (the "Merger Agreement") with General
Growth  Properties, Inc. ("GGP") and its operating partnership subsidiary,  GGP
Limited Partnership  ("GGP  OP"),  pursuant  to  which  JP Realty, Inc. and the
Operating Partnership will merge into indirect wholly owned subsidiaries of GGP
OP.

   The total acquisition price will be approximately $1,100,000, which includes
assumption  of  approximately  $460,000 of existing debt and  $116,000  of  the
Operating Partnership's existing preferred units.  Pursuant to the terms of the
Merger Agreement, each of the outstanding shares of JP Realty common stock will
be exchanged for $26.10 per share  cash.   Each  common  unit  of the Operating
Partnership will be exchanged for either $26.10 in cash or .522  Series  B 8.5%
Convertible  Preferred  Units of GGP OP, convertible into General Growth common
stock based on a conversion price of $50 per share.

   The  Merger  Agreement  authorizes   JP   Realty,  Inc.  and  the  Operating
Partnership  to declare and pay regular quarterly  dividends/distributions  for
the first quarter  and  a  pro  rate  dividend  through the closing date of the
merger.

   The Merger Agreement has been unanimously approved by the board of directors
of  JP  Realty,  Inc.  The merger is subject to customary  closing  conditions,
including the approval  of  the  transaction  by the stockholders of JP Realty,
Inc.  The Merger Agreement does not contain any financing contingencies.  It is
anticipated that the transaction will be closed in the second quarter of 2002.


7. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

<TABLE>
<CAPTION>
                                                                MARCH 31,      MARCH 31,
                                                                  2002           2001
                                                               -----------   ------------
<S>                                                           <C>           <C>
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
The following non-cash transactions occurred:
Distributions Accrued For General Partner Not Paid             $     8,400   $      8,009
Distributions Accrued For Common Limited Partners Not Paid     $     1,856   $      1,801
Distributions Accrued For Preferred Limited Partners Not Paid  $     2,125   $         --
</TABLE>


8.    SUBSEQUENT EVENTS

      On May 3, 2002, the Operating Partnership  purchased  Country Hills Plaza
Shopping Center in Ogden, Utah.  This property is a community  center  anchored
by  Smith's  Food  King  and contains approximately 128,800 square feet and  is
currently 98% occupied.  The purchase price for this property was $12,700.  The
Operating Partnership assumed  debt  of  $5,683 with an interest rate of 7.375%
due in May 2021, callable by lender and pre-payable  in  May 2006, and paid the
balance  of  $7,017  in cash received from the proceeds of the  sale  of  Fry's
Shopping Plaza on November  5,  2001.   The  sale  qualified  as a Section 1031
exchange for federal income tax purposes.


<PAGE> 12

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

OVERVIEW

      The   following  discussion  should  be  read  in  conjunction  with  the
consolidated  financial  statements  of  the  Company  and  the  notes  thereto
appearing elsewhere herein.

      JP Realty, Inc. is a fully integrated, self-administered and self-managed
REIT  primarily  engaged  in  the  ownership,  leasing,  management, operation,
development, redevelopment and acquisition of retail properties in Utah, Idaho,
Colorado, Arizona, Nevada, New Mexico and Wyoming (the "Intermountain Region"),
as well as in Oregon, Washington and California.  JP Realty,  Inc. conducts all
of its business operations through, and held a controlling general  interest in
the  Operating  Partnership  as  of March 31, 2002. The Operating Partnership's
existing portfolio consists of 51  properties,  in  three  operating  segments,
including  18  enclosed regional malls, 26 community centers together with  one
free-standing retail property and six mixed-use commercial properties.

      The Company  accounts  for all its controlled affiliates in the Company's
consolidated financial statements  and  all  significant  intercompany balances
have been eliminated.

CRITICAL ACCOUNTING POLICIES

      The  following  discussion  and analysis of our financial  condition  and
results of operations are based upon  our  consolidated  financial  statements,
which  have  been  prepared  in accordance with accounting principles generally
accepted in the United States.   The  preparation  of  our financial statements
requires  us to make estimates and judgments about the effects  of  matters  of
matters of  future  events  that are inherently uncertain.  These estimates and
judgments may affect the reported  amounts of assets, liabilities, revenues and
expenses estimates and related disclosure of contingent assets and liabilities.
On an on-going basis, we evaluate our  estimates,  including  contingencies and
litigation.   We base these estimates on historical experience and  on  various
other assumptions that we believe to be reasonable in the circumstances.  Those
estimates form  the  basis  for  making  judgments about the carrying values of
assets  and  liabilities  that are not readily  apparent  from  other  sources.
Actual results may differ from  these  estimates under different assumptions or
conditions.

      To  assist  in  understanding our results  of  operations  and  financial
position, we have identified  our  critical  accounting  policies and discussed
them below.  These accounting policies are most important  to  the portrayal of
our results and financial position, either because of the significance  of  the
financial  statement  items  to  which  they  relate  or  because  they require
management's most difficult, subjective or complex judgments.

REVENUE RECOGNITION AND ACCOUNTS RECEIVABLE

      Certain minimum rents are recognized monthly based upon amounts which are
currently due from tenants, when such amounts are not materially different than
recognizing  the  fixed cash flow over the initial term of the lease using  the
straight-line method.   Certain leases have in-lieu rents, which cover all rent
charges and recoveries and  are  recorded  as minimum rents.  All other minimum
rents are recognized using the straight-line  method.   Certain of these leases
provide for percentage and overage rents based upon the level of sales achieved
by  the  lessee.   These percentage rents are accrued once the  required  sales
level is achieved.  The leases also typically provide for tenant reimbursements
of common area maintenance,  insurance  and  real  estate  taxes.   Income from
tenant  reimbursements  and  other property related income, which includes  the
leasing of vacant space to temporary  tenants,  is  recognized  in  the  period
earned.   Lease  termination  fees are included in minimum rents and recognized
upon termination of a tenant lease.

      The  Company  makes  estimates   of  the  collectivity  of  its  accounts
receivable.  The Company specifically analyzes accounts receivable and analyzes
historical bad debts, customer credit worthiness,  current  economic trends and
changes in customer payment terms when evaluating the adequacy of the allowance
for doubtful accounts.  These estimates have a direct impact  on  the Company's
net income, because a higher bad debt reserve results in less net income.

<PAGE> 13

PROPERTY

      Costs directly related to the acquisition and development of  real estate
assets, including overhead costs directly attributable to property development,
are   capitalized.    Interest  and  real  estate  taxes  incurred  during  the
development and construction periods are also capitalized.

      Depreciation is computed on a straight-line basis generally over 40 years
for buildings and four  to  ten  years  for  equipment  and  fixtures.   Tenant
improvements are capitalized and depreciated on a straight-line basis over  the
shorter  of the asset's estimated useful life or the life of the related lease.
Expenditures for maintenance and repairs are charged to operations as incurred.
Major replacements  and  betterments  which  improve  or extend the life of the
assets are capitalized and depreciated over their estimated useful lives.

      At each balance sheet date the Company assesses whether there has been an
impairment in the value of its long-lived assets by considering factors such as
expected future operating income, trends and prospects,  as well as the effects
of  demand, competition and other economic factors.  Such factors  include  the
tenants  ability  to  perform  their duties and pay rent under the terms of the
leases.  The Company may recognize  an  impairment loss if the income stream is
not sufficient to cover its investment.  Such a loss would be determined as the
difference between the carrying value and  the  fair  value  of a property.  If
such a loss were recognized it could have a significant impact on the Company's
net income.

DEFERRED CHARGES

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

RESULTS OF OPERATIONS

    COMPARISON OF THREE MONTHS ENDED MARCH 31, 2002 TO THREE MONTHS ENDED MARCH
31, 2001

REVENUES

      Total  revenues increased 1.9%, or $673,000, for the quarter ended  March
31, 2002.  Of  the  $673,000  increase,  $563,000  was  the result of increased
revenues at the regional malls, $86,000 was the result of increased revenues at
the community centers and $18,000 was the result of decreased  revenues  at the
commercial  properties.   An  increase  of  $42,000  was  not  allocated  to  a
particular property segment.

MINIMUM RENTS

      Minimum  rents  increased  3.0%, or $771,000, for the quarter ended March
31, 2002.  Minimum rents increased  by $672,000 at the regional malls primarily
due to overall growth throughout the  regional  mall  portfolio.  Minimum rents
increased by $124,000 at the community centers due to the  October 2001 opening
of the Spokane Valley Mall Plaza in Spokane, Washington together  with  overall
growth  throughout  the  properties  offset  by  lost  minimum rents due to the
November 2001 sale of Fry's Shopping Plaza in Glendale,  Arizona  and  $237,000
from  lease  termination  settlements in 2001.  Minimum rents at the commercial
properties decreased by $49,000.   Amounts not allocated to a segment increased
by $24,000.

PERCENTAGE AND OVERAGE RENTS

      Percentage  and  overage rents decreased  18.2%,  or  $130,000,  for  the
quarter ended March 31,  2002.   Percentage  and  overage  rents  decreased  by
$106,000 at the regional malls and by $24,000 at the community centers.

<PAGE> 14

RECOVERIES FROM TENANTS

      Recoveries from tenants increased 0.9%, or $74,000, for the quarter ended
March  31,  2002.   Recoveries from tenants increased by $6,000 at the regional
malls,  $37,000  at  the  community  centers  and  $31,000  at  the  commercial
properties.

INTEREST AND OTHER REVENUES

      Interest and other  revenues  decreased  8.8%, or $42,000 for the quarter
ended March 31, 2002.

EXPENSES

      Total expenses increased 0.8%, or $222,000,  for  the quarter ended March
31, 2002.  Property operating expenses (operating and maintenance,  real estate
taxes  and  insurance,  and  advertising and promotions) increased by $587,000,
general and administrative expenses  decreased  by  $192,000,  merger  expenses
increased  by  $1,864,000,  depreciation and amortization decreased by $155,000
and interest decreased by $1,882,000.

PROPERTY OPERATING EXPENSES

      Property operating expenses (operating and maintenance, real estate taxes
and insurance, and advertising  and  promotions)  increased  by $419,000 at the
regional malls, $127,000 at the community centers and $41,000 at the commercial
properties.

GENERAL AND ADMINISTRATIVE EXPENSES

      General  and administrative expenses decreased $192,000 for  the  quarter
ended March 31,  2002.  The decrease is primarily related to decreased employee
payroll and benefit costs, computer services and legal expenses.

MERGER EXPENSES

      Expenses incurred for the proposed merger with General Growth Properties,
Inc. were $1,864,000  for the quarter ended March 31, 2002.  There were no such
expenses in for the quarter ended March 31, 2001.

DEPRECIATION AND AMORTIZATION

      Depreciation and  amortization  decreased  $155,000 for the quarter ended
March 31, 2002.  This decrease is attributable to  the reduction in asset lives
on certain tenant improvements for the quarter ended March 31, 2001 of $400,000
compared to $6,000 for the quarter ended March 31, 2002,  offset  by additional
depreciation  on  the  new  community  center of Spokane Valley Mall Plaza  and
additional tenant allowances.

INTEREST EXPENSE/CAPITALIZED INTEREST

      Interest expense decreased $1,882,000  for  the  quarter  ended March 31,
2002.   The decrease in interest expense is the result of lower interest  rates
on the Company's  variable  rate  debt.  Interest capitalized on projects under
development was $34,000 in 2002 compared to $88,000 in 2001.

MINORITY INTEREST IN (INCOME) LOSS OF CONSOLIDATED PARTNERSHIPS

      Income attributable to minority  interest  increased  $164,000 to $66,000
income  in  2002  compared to $98,000 loss in 2001.  This is mainly  due  to  a
consolidated  partnership  where  cumulative  losses  now  exceed  the  limited
partners'  investment   in   such  consolidated  partnership  and  such  losses
previously attributable to its  limited  partners  are  now  recognized  by the
Company.

<PAGE> 15

GAIN ON SALES OF REAL ESTATE

      Gain  on sales of real estate decreased $872,000 due to a sale of an  out
parcel with a  gain  of $872,000 during the quarter ended March 31, 2001 and no
such sales occurred during the quarter ended March 31, 2002.

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  Code,  JP Realty, Inc. is required to
distribute  to  its stockholders at least 90% of its  "Real  Estate  Investment
Trust Taxable Income," as defined in the Code.  For the quarter ended March 31,
2002, JP Realty,  Inc.  declared a dividend of $.51 per share payable April 16,
2002 to the stockholders  of  record  as  of  April  4,  2002.   The  Operating
Partnership declared a distribution of $.51 per partnership unit payable  April
16, 2002, to partners of record April 4, 2002.

      The  Company's  principal  source  of  liquidity  is  its  cash flow from
operations generated from its real estate investments.  As of March  31,  2002,
the Company's cash and restricted cash amounted to approximately $16.1 million.
In  addition  to  its  cash  and  restricted  cash,  unused  capacity under the
Operating Partnership's credit facility at March 31, 2002 totaled $94 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 Operating Partnership's credit
facility.

      The  Company's principal long-term liquidity  requirements  will  be  the
repayment of  principal  on its outstanding secured and unsecured indebtedness.
At  March  31,  2002,  the  Company's   total   outstanding   indebtedness  was
approximately $460.2 million.  Such indebtedness included: (i)  the Provo Towne
Centre construction loan of approximately $44.1 million which is  due  in  July
2003; (ii) the Spokane Valley Mall construction loan of $47.3 million which  is
due  in  July  2003;  (iii)  the Operating Partnership's credit facility with a
balance of $106.0 million maturing  July  2003;  (iv)  the  $100 million senior
notes principal payable of $25 million a year beginning March  2005;  (vi)  the
$81.3 million, 6.68% first mortgage on NorthTown Mall, which requires a balloon
payment  of  approximately  $73.0  million in September 2008; and (v) the $78.1
million, 6.64% first mortgage on Boise  Towne  Square, which requires a balloon
payment of approximately $68.4 million in February 2011.

      Quarterly  distributions  to the preferred unitholders  of  approximately
$278,900, $2,125,600 and $175,000  are  due  to  the  holders  of the Series A,
Series B and Series C Preferred Units, respectively, on the last  day  of  each
March,  June,  September  and  December  of each year.  If the last day of each
payment period falls on a non-business day,  payment  is due on the immediately
preceding business day for Series A and C and on the following business day for
Series  B,  except  that payment for the Series B fourth quarter  distributions
must be made in December.

      The Company is currently involved in expansion and renovation projects at
several  of  its  properties,   which   will   be  financed  by  the  Operating
Partnership's credit facility.  The Company is also contemplating the expansion
and  renovation  of  several of its other existing  properties  and  additional
development projects and  acquisitions as a means to expand its portfolio.  The
Company does not expect to  generate  sufficient  funds from operations to meet
such  long-term  needs  and  intends to finance these costs  primarily  through
advances under the Operating Partnership's credit facility together with equity
and debt offerings, individual  property  financing  and selective asset sales.
The  availability of such financing will influence the  Company's  decision  to
proceed with, and the pace of, its development and acquisition activities.

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

<PAGE> 16

Operating   Partnership  had   entered   into   an  interest   rate  protection
agreement  in  anticipation  of  issuing these notes and received $270,000 as a
result of terminating this agreement  making  the effective rate of interest on
these notes 7.26%.  Interest payments are due semi-annually  on  March 11th and
September 11th of each year. Principal payments of $25 million are due annually
beginning  March  2005.   The proceeds were used to partially repay outstanding
borrowings under the prior credit facility.  At March 31, 2002, the Company and
the Operating Partnership had  an  aggregate  of  $300  million  in  registered
securities available under its effective shelf registration statement.

      The  Company  intends  to  fund its distribution, development, expansion,
renovation,  acquisition  and  debt repayment  activities  from  the  Operating
Partnership's credit facility, from other debt and equity financings, including
public financing and from selective  asset sales.  The Company's ratio of debt-
to-total market capitalization was approximately 41.3% at March 31, 2002.

      On March 3, 2002, JP Realty, Inc.  and  the Operating Partnership entered
into  a  definitive  Merger Agreement with GGP and  its  operating  partnership
subsidiary, GGP OP, pursuant  to  which  JP  Realty,  Inc.  and  the  Operating
Partnership will merge  into indirect wholly owned subsidiaries of GGP OP.  The
total  acquisition  price  will  be  approximately $1.1 billion, which includes
assumption of approximately $460 million  of  existing debt and $116 million of
the Operating Partnership's existing preferred units.  Pursuant to the terms of
the Merger Agreement, each of the outstanding shares  of JP Realty, Inc. common
stock will be exchanged for $26.10 per share cash.  Each  common  unit  of  the
Operating  Partnership  will  be  exchanged  for  either $26.10 in cash or .522
Series B 8.5% Convertible Preferred Units of GGP OP,  convertible  into General
Growth  common stock based on a conversion price of $50 per share.  The  Merger
Agreement  authorizes  JP Realty, Inc. and the Operating Partnership to declare
and pay regular quarterly  dividends/distributions  for the first quarter and a
pro  rated  dividend  through the closing date of the merger.   The  merger  is
subject  to  customary  closing  conditions,  including  the  approval  of  the
transaction by the stockholders  of  JP Realty, Inc.  The Merger Agreement does
not  contain  any  financing  contingencies.    It   is  anticipated  that  the
transaction will be closed in the second quarter of 2002.   The merger with GGP
OP  will  not  require  use  of  the  Company's cash except to pay for  certain
expenses relating to such merger.

      Net cash provided by operating activities for the quarter ended March 31,
2002 was $17,848,000 versus $16,298,000  for  the corresponding period of 2001.
Net income adjusted for non-cash items accounted for a $155,000 decrease, while
changes in operating assets and liabilities accounted for a $1,705,000 increase
in cash.

      Net cash used in investing activities for  the  quarter  ended  March 31,
2002  was $2,125,000.  It primarily reflects real estate assets investments  of
$3,369,000 and an decrease in restricted cash of $1,244,000.

      Net  cash  used  in  financing activities for the quarter ended March 31,
2002 was $15,481,000. Cash was  received  from borrowings of $1,000,000 and net
proceeds  from  the  sale  of common stock from  stock  options  exercised  was
$3,631,000.  Cash was used to  repay  borrowings  in the amount of $19,483,000,
for distributions to preferred unitholders in the amount  of  $454,000,  and to
minority interests in the amount of $70,000, along with the payment of $105,000
of deferred financing costs.

      The  statements contained in this Quarterly Report of Form 10-Q that  are
not purely historical fact are forward looking statements, including statements
regarding the  Company's  expectations,  budgets, estimates and contemplations.
Actual   future  performance,  achievements  and   results   of  the  Operating
Partnership  may  differ  materially  from those expressed or implied  by  such
forward-looking  statements  as a result  of  such  known  and  unknown  risks,
uncertainties, assumptions and  other factors. Representative examples of these
factors include, without limitation,  general industry and economic conditions,
interest rate trends, cost of capital and capital requirements, availability of
real estate properties, competition from  other  companies  and  venues for the
sale/distribution  of  goods  and services, shifts in customer demands,  tenant
bankruptcies, governmental and  public  policy  changes,  the  effects  of  the
pending  Merger  Agreement  and  the  related proposed merger and the continued
availability of financing in the amounts  and on the terms necessary to support
the future business of the Operating Partnership.   Readers  are cautioned that
the Operating Partnership's actual results could differ materially  from  those
set forth in such forward-looking statements.

<PAGE> 17

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

      The  Operating  Partnership's  exposure  to  market  risk  is  limited to
fluctuations  in the general level of interest rates on its current and  future
fixed  and variable  rate  debt  obligations.   The  Operating  Partnership  is
vulnerable  to  significant fluctuations in interest rates on its variable rate
debt, on any future  repricing  or  refinancing  of  its fixed rate debt and on
future debt.

      The Operating Partnership uses long-term and medium-term debt as a source
of  capital.   At March 31, 2002, the Operating Partnership  had  approximately
$262,774,000 of  outstanding  fixed  rate  debt,  consisting of $100,000,000 in
unsecured senior notes and $162,774,000 in mortgages  and notes secured by real
estate.  The various fixed rate debt instruments mature  starting  in  the year
2003  through  2095.   The  weighted average rate of interest on the fixed rate
debt was approximately 6.92%  for  the  period ended March 31, 2002.  When debt
instruments of this type mature, the Operating Partnership typically refinances
such debt at the then-existing market interest  rates which may be more or less
than  the  interest  rates  on  the maturing debt. Changes  in  general  market
interest rates will affect the fair  value of the Operating Partnership's fixed
rate debt (i.e. as the interest rates  increase  the  fair  value  of  the debt
decreases and as interest rates decrease the fair value of the debt increases),
but will not have an effect on the interest rate, interest expense or cash flow
of  such  debt.   In  addition, the Operating Partnership may attempt to reduce
interest rate risk associated with a forecasted issuance of new fixed rate debt
by entering into interest rate protection agreements.  Additionally, $1,425,000
of scheduled principal  amortization payments are due during the second through
the fourth quarters of 2002.

      The Operating Partnership's  credit  facility  and  existing construction
loans have variable interest rates and any fluctuation in interest  rates could
increase or decrease the Operating Partnership's interest expense.  The  credit
facility borrowings are primarily transacted utilizing a variable interest rate
tied  to  LIBOR,  which  as of March 31, 2002 was equal to LIBOR plus 110 basis
points.  The interest rate  on  the  construction  loan and loan facility as of
March 31, 2002 was equal to LIBOR plus 150 basis points.   The  LIBOR rate used
is at the Operating Partnership's option and is based upon the 30, 60 or 90 day
LIBOR rate.  A change in the LIBOR rate will effect the Operating Partnership's
interest  expense and cash flow.  At March 31, 2002, the Operating  Partnership
had approximately $197,425,000 in outstanding variable rate debt.  The weighted
average rate  of  interest on the variable interest rate debt was approximately
3.13% for the period  ended  March  31,  2002.   If  the  interest rate for the
Operating Partnership's variable rate debt increased or decreased  by 1.0%, the
Operating  Partnership's  annual  interest  expense  on  its  then  outstanding
variable  rate  debt  would  increase  or  decrease,  as  the  case  may be, by
approximately $1,974,000.

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

<PAGE> 18
                                      PART II


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

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


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

         Not applicable.


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

         Not applicable.


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

         Not applicable.


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

         Not applicable.


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

         (a) Exhibits



<PAGE> 19

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                                                         DESCRIPTION
------                                                                         -----------
<S>       <C>
2.1        Agreement and Plan or Merger , dated March 3, 2002, by and among JP Realty, Inc., Price
           Development Company, Limited Partnership, General Growth Properties, Inc. and General
           Growth Properties, Limited Partnership{(1)}
4.1        Form of Debt Security (4.6){(2)}
4.2        Indenture, dated March 11, 1998, by and between the Operating Partnership and The Chase
           Manhattan Bank as trustee (4.8){(2)}
4.3        First Supplemental Indenture, dated March 11, 1998, by and between the Operating
           Partnership and The Chase Manhattan Bank as Trustee (4.9){(2)}
10.1       Second Amended and Restated Agreement of Limited Partnership of Price Development
           Company, Limited Partnership{(3)}
10.2       Agreement of Limited Partnership of Price Financing Partnership, L.P. (10(b)){(4)}
10.6       Registration Rights Agreement among the Company and the Limited Partners of Price
           Development Company, Limited Partnership (10(g)){(4)}
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{(4)}
10.8       Exchange Agreement among the Company and the Limited Partners of Price Development
           Company, Limited Partnership (10(h)){(4)}
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)){(4)}
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)){(4)}
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)){(4)}
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)){(4)}
10.14      Groundlease between Aldo Rossi and Price Development Company, dated June 1, 1989, and
           related documents.  (Groundlease for Halsey Crossing) (10(n)){(4)}
10.15      First Amendment to Second Amended and Restated Agreement of Limited Partnership of
           Price Development Company, Limited Partnership{(3)}
10.16      Second Amendment to Second Amended and Restated Agreement of Limited Partnership of
           Price Development Company, Limited Partnership{(3)}
10.17      Third Amendment to Second Amended and Restated Agreement of Limited Partnership of
           Price Development Company, Limited Partnership{(5)}
10.18      Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of
           Price Development Company, Limited Partnership{(6)}
10.19      Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of
           Price Development Company, Limited Partnership{(7)}
10.20      Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of
           Price Development Company, Limited Partnership{(8)}
---------------------
    {(1)}  Document was previously filed with the Company's current report on Form 8-K dated March
           3, 2002, and is incorporated herein by reference.
    {(2)}  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.
    {(3)}  Documents were previously filed with the Operating Partnership's Quarterly Report on
           Form 10-Q for the quarter ended June 30, 1999 and are  incorporated herein by
           reference.
    {(4)}  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.
    {(5)}  Documents were previously filed with the Operating Partnership's Quarterly Report on
           Form 10-Q for the quarter ended September 30, 1999 and are incorporated herein by
           reference.
    {(6)}  Document was previously filed with the Company's Annual Report on Form 10-K for the
           year ended December 31, 1999 and is incorporated herein by reference.
    {(7)}  Document was previously filed with the Company's Quarterly Report on Form 10-Q for the
           quarter ended March 31, 2000 and is incorporated herein by reference.
    {(8)}  Document was previously filed with the Operating Partnership's Annual Report on Form
           10-K for the year ended December 31, 2000 and is incorporated herein by reference.
</TABLE>

<PAGE> 20

        (b) CURRENT REPORTS ON FORM 8-K
            On March 3, 2002, the Operating Partnership filed a Current Report
            on  Form  8-K  containing  Item No. 5 "Other  Events"  information
            relating to a definitive Agreement and Plan of Merger with General
            Growth  Properties  Inc. ("GGP")  and  its  operating  partnership
            subsidiary, GGP Limited  Partnership ("GGP OP"), pursuant to which
            JP Realty, Inc. and Price Development Company, Limited Partnership
            will merge into indirect wholly owned subsidiaries of GGP OP.

<PAGE> 21

                                 SIGNATURES

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

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

<S>                                    <C>
                                         by: JP Realty, Inc.,
                                         its Sole General Partner


              May 8, 2002                /s/ G. Rex Frazier
-------------------------------          ----------------------------
                (Date)                   G. Rex Frazier
                                         PRESIDENT, CHIEF EXECUTIVE OFFICER,
                                         AND DIRECTOR


              May 8, 2002                /s/ M. Scott Collins
--------------------------------         ----------------------------
                (Date)                   M. Scott Collins
                                         VICE PRESIDENT--CHIEF FINANCIAL OFFICER
                                         (PRINCIPAL FINANCIAL
                                          & ACCOUNTING OFFICER)
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                                                         DESCRIPTION
------                                                                         -----------
<S>       <C>
2.1        Agreement and Plan or Merger , dated March 3, 2002, by and among JP Realty, Inc., Price
           Development Company, Limited Partnership, General Growth Properties, Inc. and General
           Growth Properties, Limited Partnership{(1)}
4.1        Form of Debt Security (4.6){(2)}
4.2        Indenture, dated March 11, 1998, by and between the Operating Partnership and The Chase
           Manhattan Bank as trustee (4.8){(2)}
4.3        First Supplemental Indenture, dated March 11, 1998, by and between the Operating
           Partnership and The Chase Manhattan Bank as Trustee (4.9){(2)}
10.1       Second Amended and Restated Agreement of Limited Partnership of Price Development
           Company, Limited Partnership{(3)}
10.2       Agreement of Limited Partnership of Price Financing Partnership, L.P. (10(b)){(4)}
10.6       Registration Rights Agreement among the Company and the Limited Partners of Price
           Development Company, Limited Partnership (10(g)){(4)}
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{(4)}
10.8       Exchange Agreement among the Company and the Limited Partners of Price Development
           Company, Limited Partnership (10(h)){(4)}
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)){(4)}
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)){(4)}
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)){(4)}
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)){(4)}
10.14      Groundlease between Aldo Rossi and Price Development Company, dated June 1, 1989, and
           related documents.  (Groundlease for Halsey Crossing) (10(n)){(4)}
10.15      First Amendment to Second Amended and Restated Agreement of Limited Partnership of
           Price Development Company, Limited Partnership{(3)}
10.16      Second Amendment to Second Amended and Restated Agreement of Limited Partnership of
           Price Development Company, Limited Partnership{(3)}
10.17      Third Amendment to Second Amended and Restated Agreement of Limited Partnership of
           Price Development Company, Limited Partnership{(5)}
10.18      Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of
           Price Development Company, Limited Partnership{(6)}
10.19      Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of
           Price Development Company, Limited Partnership{(7)}
10.20      Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of
           Price Development Company, Limited Partnership{(8)}
--------------------
    {(1)}  Document was previously filed with the Company's current report on Form 8-K dated March
           3, 2002, and is incorporated herein by reference.
    {(2)}  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.
    {(3)}  Documents were previously filed with the Operating Partnership's Quarterly Report on
           Form 10-Q for the quarter ended June 30, 1999 and are  incorporated herein by
           reference.
    {(4)}  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.
    {(5)}  Documents were previously filed with the Operating Partnership's Quarterly Report on
           Form 10-Q for the quarter ended September 30, 1999 and are incorporated herein by
           reference.
    {(6)}  Document was previously filed with the Company's Annual Report on Form 10-K for the
           year ended December 31, 1999 and is incorporated herein by reference.
    {(7)}  Document was previously filed with the Company's Quarterly Report on Form 10-Q for the
           quarter ended March 31, 2000 and is incorporated herein by reference.
    {(8)}  Document was previously filed with the Operating Partnership's Annual Report on Form
           10-K for the year ended December 31, 2000 and is incorporated herein by reference.
</TABLE>