SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, D.C. 20549


                                         FORM 10-Q/A

                                          (Mark One)

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

                    For the quarterly period ended September 30, 2001

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

                 For the transition period from _________ to __________

                           Commission file number 333-34835-01



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


<TABLE>
<CAPTION>
<S>                                                              <C>
                        MARYLAND                                                      87-0516235
                        --------                                                      ----------
                 (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, including zip code)     (Registrant's telephone number, including 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/A




                                         INDEX





<TABLE>
<CAPTION>
PART I:  FINANCIAL INFORMATION                                                               PAGE
------------------------------                                                               ----
<S>             <C>
Item 1.         Financial Statements                                                            3
                 Consolidated Balance Sheet as of September 30, 2001
                 and December 31, 2000                                                          4
                Consolidated Statement of Operations for the Three Months
                 and Nine months ended September 30, 2001 and 2000                              5
                Condensed Consolidated Statement of Cash Flows
                 for the Nine months ended September 30, 2001 and 2000                          6
                Notes to Consolidated Financial Statements                                      7
Item 2.         Management's Discussion and Analysis of Financial
                Condition and Results of Operations                                            13
Item 3.         Quantitative and Qualitative Disclosures About Market Risk                     17

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

Item 1.         Legal Proceedings                                                              19
Item 2.         Changes in Securities and Use of Proceeds                                      19
Item 3.         Defaults upon Senior Securities                                                19
9tem 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/A may constitute forward-looking statements and as such may
involve known and unknown risks, uncertainties and assumptions.   Actual future
performance,  achievements  and  results of Price Development Company,  Limited
Partnership (the "Operating Partnership")  may  differ  materially  from  those
expressed  or  implied  by  such forward-looking statements as a result of such
known  and  unknown  risks,  uncertainties,   assumptions  and  other  factors.
Representative examples of these factors include,  without  limitation, general
industry  and economic conditions, interest rate trends, cost  of  capital  and
capital requirements,  availability of real estate properties, competition from
other companies and venues  for  the  sale/distribution  of goods and services,
shifts in customer demands, tenant bankruptcies, governmental and public policy
changes and the continued availability of financing in the  amounts  and on the
terms  necessary  to  support the future business of the Operating Partnership.
Readers are cautioned that  the  Operating  Partnership's  actual results could
differ materially from those set forth in such forward-looking statements.




                                        PART I


ITEM 1.   FINANCIAL STATEMENTS

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

    The aforementioned financial statements should be read in conjunction  with
the  notes to the financial statements and Management's Discussion and Analysis
of  Financial   Condition   and   Results   of  Operations  and  the  Operating
Partnership's Quarterly Report on Form 10-Q for  the  three  months ended March
31, 2001 and the six months ended June 30, 2001 and the Operating Partnership's
Annual  Report  on Form 10-K/A for the year ended December 31, 2000,  including
the financial statements and notes thereto.
<PAGE> 3
                    PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                              CONSOLIDATED BALANCE SHEET
                                (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                    (UNAUDITED)
                                                                     ---------
                                                                   SEPTEMBER 30,         DECEMBER 31,
                                                                       2001                  2000
                                                                   -------------        --------------
<S>                                                                <C>                  <C>
ASSETS
 Real Estate Assets
  Land     			                                           $     107,520        $      106,561
  Buildings                                                              803,924               797,793
                                                                   -------------        --------------
                                                                         911,444               904,354
 Less: Accumulated Depreciation                                         (171,546)             (154,574)
                                                                   -------------        --------------
    Operating Real Estate Assets                                         739,898               749,780
 Real Estate Under Development                                            12,012                 1,927
                                                                   -------------        --------------
    Net Real Estate Assets                                               751,910               751,707


 Cash                                                                      4,594                 2,636
 Restricted Cash                                                           7,600                 3,820
 Accounts Receivable, Net                                                 10,853                12,299
 Deferred Charges, Net                                                     8,656                 8,275
 Other Assets                                                              7,562                 7,094
                                                                   -------------        --------------
                                                                   $     791,175        $      785,831
                                                                   =============        ==============

LIABILITIES AND PARTNERS' CAPITAL
Borrowings                 							 $     464,150        $      464,462
Accounts Payable and Accrued Expenses                                     16,348                13,013
Distributions Payable                                                     11,994                    --
Other Liabilities                                                          1,027                   816
                                                                   -------------        --------------
                                                                         493,519               478,291
                                                                   -------------        --------------
Minority Interest                                                          1,640                 1,938
                                                                   -------------        --------------

Commitments and Contingencies

Partners' Capital
General Partner    			                                     157,100               164,578
Preferred Limited Partners                                               112,327               112,327
Common Limited Partners                                                   26,589                28,697
                                                                   -------------        --------------
                                                                         296,016               305,602
                                                                   -------------        --------------
                                                                   $     791,175        $      785,831
                                                                   =============        ==============
</TABLE>
        See accompanying notes to consolidated financial statements.
<PAGE> 4

                     PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                          CONSOLIDATED STATEMENT OF OPERATIONS
                                       (UNAUDITED)
                   (IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT AMOUNTS)
<TABLE
<CAPTION>
                                          FOR THE THREE MONTHS ENDED    FOR THE NINE MONTHS ENDED
                                                 SEPTEMBER 30,                SEPTEMBER 30,
                                          ---------------------------   ---------------------------
                                             2001           2000           2001          2000
                                          -----------   ------------   ------------   ------------
                                          <C>            <C>            <C>            <C>
REVENUES
Minimum Rents                  	      $    26,637   $     26,038   $     77,690   $     75,525
Percentage and Overage Rents                      222            376          1,317          1,128
Recoveries from Tenants                         8,115          8,174         24,112         23,367
Interest                                          117            238            412            554
Other                                             189            374            773          1,779
                                          -----------   ------------   ------------   ------------
                                               35,280         35,200        104,304        102,353
                                          -----------   ------------   ------------   ------------
EXPENSES
Operating and Maintenance                       6,170          6,484         17,405         17,840
Real Estate Taxes and Insurance                 3,764          3,580         11,274         10,883
Advertising and Promotions                        163            179            521            537
General and Administrative                      1,551          1,699          5,062          4,876
Depreciation                                    7,150          7,188         21,309         19,734
Amortization of Deferred Financing Costs          379            424          1,122          1,231
Amortization of Deferred Leasing Costs            155            211            550            569
Interest                                        6,926          7,861         22,362         22,952
                                          -----------   ------------   ------------   ------------
                                               26,258         27,626         79,605         78,622
                                          -----------   ------------   ------------   ------------
                                                9,022          7,574         24,699         23,731
Minority Interest in (Income) Loss of
Consolidated Partnerships                         (85)           144            (53)           290
Gain on Sales of Real Estate                       --            373            872          2,002
                                          -----------   ------------   ------------   ------------
Income Before Extraordinary Item                8,937          8,091         25,518         26,023
Extraordinary Item - Loss on Early
 Extinguishment of Debt                            --            (98)            --            (98)
                                          -----------   ------------   ------------   ------------
Net Income                                      8,937          7,993         25,518         25,925
Preferred Unit Distributio                     (2,580)        (2,579)        (7,739)        (7,505)
                                          -----------   ------------   ------------   ------------
Net Income Available to Common
Unitholders             		      $     6,357   $      5,414   $     17,779   $     18,420
                                          ===========   ============   ============   ============
Basic Earning Per Partnership Unit Income
 Income Before Extraordinary Item         $      0.32   $       0.28   $       0.89   $       0.93
 Extraordinary Item                                --          (0.01)            --          (0.01)
                                          -----------   ------------   ------------   ------------
 Net Income                               $      0.32   $       0.27   $       0.89   $       0.92
                                          ===========   ============   ============   ============

Diluted Earnings Per Partnership Unit
Income                                    $      0.32   $       0.28   $       0.89   $       0.93
 Income Before Extraordinary Item
 Extraordinary Item                                --          (0.01)            --          (0.01)
                                          -----------   ------------   ------------   ------------
 Net Income                               $      0.32   $       0.27   $       0.89   $       0.92
                                          ===========   ============   ============   ============

Basic Weighted Average Number of
 Partnership Units Outstanding                 19,977         19,855         19,912         19,961
 Dilutive Effect of Stock Options                  87             17             54              9
                                          -----------   ------------   ------------   ------------
Diluted Weighted Average Number of
 Partnership Units Outstanding                 20,064         19,872         19,966         19,970
                                          ===========   ============   ============   ============
</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 Nine Months Ended
                                                                     September 30,
                                                            --------------------------------
<S>                                                         <C>               <C>
                                                                  2001             2000
                                                            ---------------   --------------

NET CASH PROVIDED BY OPERATING ACTIVITIES                   $        51,248   $       51,208
                                                            ---------------   --------------

CASH FLOWS FROM INVESTING ACTIVITIES
 Real Estate Assets, Developed or Acquired,
  Net of Accounts Payable                                           (22,006)         (33,773)
 Proceeds from Sales of Real Estate                                   1,790            2,289
 Increase in Restricted Cash                                         (3,780)            (939)
                                                            ---------------   --------------
    Net Cash Used in Investing Activities                           (23,996)         (32,423)
                                                            ---------------   --------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Borrowings                                            132,973          145,500
Repayment of Borrowings                                            (133,285)        (134,490)
Proceeds from Minority Partners                                          --               36
Net Proceeds from Issuance of Partnership Common Units                2,135               --
Net Proceeds from Issuance of Preferred Units                            --            7,756
Distributions to Preferred Unitholders                               (5,613)          (7,505)
Distributions to Minority Interest                                     (350)             (68)
Distributions to Partners                                           (19,679)         (19,023)
Deferred Financing Costs                                             (1,475)          (2,077)
Repurchase of Common Units                                               --          (10,632)
                                                            ---------------   --------------
    Net Cash Used in Financing Activities                           (25,294)         (20,503)
                                                            ---------------   --------------
Net Increase (Decrease) in Cash                                       1,958           (1,718)
Cash, Beginning of Period                                             2,636            7,767
                                                            ---------------   --------------
Cash, End of Period                                         $         4,594   $        6,049
                                                            ===============   ==============
</TABLE>


        See accompanying notes to consolidated financial statements.
<PAGE> 6
                PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                            (DOLLARS IN THOUSANDS)

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

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

      The  accompanying  consolidated financial statements include the accounts
of the Operating Partnership  and  all  controlled affiliates.  All significant
intercompany balances and transactions have been eliminated in the consolidated
presentation. The interim financial data  for  the three months and nine months
ended September 30, 2001 and 2000 is unaudited;  however, in the opinion of the
Company, the interim financial data includes all adjustments,  consisting  only
of  normal  recurring  adjustments,  necessary  for  a fair presentation of the
results  for  the  interim  periods.   Certain amounts in  the  2000  financial
statements have been reclassified to conform to the 2001 presentation.

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

<TABLE>
<CAPTION>
                                                       FOR THE NINE-MONTHS ENDED SEPTEMBER 30,
                                            ------------------------------------------------------------------
                                                         2001                                  2000
                                            ------------------------------    --------------------------------
<S>                                         <C>             <C>               <C>              <C>
                                                UNITS          PERCENTAGE          UNITS          PERCENTAGE
                                            -------------   --------------    --------------   ---------------
Units held by General Partner                  16,273,000           81.72%        16,325,000            81.78%
Units held by Limited Partners                  3,639,000           18.28%         3,636,000            18.22%
                                            -------------   --------------    --------------   ---------------
                                               19,912,000          100.00%        19,961,000           100.00%
                                            =============   ==============    ==============   ===============
</TABLE>

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


2.    BORROWINGS
<TABLE>
<CAPTION>
                                                                                   SEPTEMBER 30,
                                                                                       2001
                                                                                  --------------
<S>                                                                               <C>
Credit facility, unsecured; weighted average interest at 5.77% during 2001;
 due in 2003                                  						    $      113,500
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                  81,823
Mortgage payable, secured by real estate; interest at 6.64%; due in 2011                  78,534
Construction loan, secured by real estate; interest at 4.19% as of
 September 30, 2001, due in 2003                                                          44,085
Loan facility, secured by real estate; interest at 5.08% as of
 September 30, 2001; due in 2003                                                          41,600
Other notes payable, secured by real estate; interest ranging from 7.00% to
 9.99%; maturing from 2001 to 2095                                                         4,608
                                                                                  --------------
                                                                                  $      464,150
                                                                                  ==============
</TABLE>
<PAGE> 7
               PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                            (DOLLARS IN THOUSANDS)

2.    BORROWINGS (CONTINUED)

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

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

      On  July 31, 2001, Spokane Mall Development Company, Ltd. Partnership,  a
consolidated  partnership  of  which  the  Operating Partnership is the general
partner, obtained a new loan facility from a  group  of  banks  led by Bank One
Arizona, NA.  The new loan facility totals $47,300, of which $41,600  was drawn
at  closing  and  used  to  pay-off  and terminate the maturing $50,000 Spokane
Valley Mall construction loan, 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.


3.    SCHEDULE OF MATURITIES OF BORROWINGS

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

<TABLE>
<CAPTION>
YEAR                                                               TOTAL
----                                                           ------------
<S>                                                            <C>
2001                                                           $      1,708
2002                                                                  1,910
2003                                                                201,501
2004                                                                  2,124
2005                                                                 27,287
2006                                                                 27,446
Thereafter                                                          202,174
                                                               ------------
                                                               $    464,150
                                                               ============
</TABLE>


4.  PARTNERS' CAPITAL

    The following table summarizes changes in partners' capital  since December
31, 2000:
<TABLE>
<CAPTION>
                                                             PREFERRED     COMMON
                                               GENERAL        LIMITED      LIMITED
                                               PARTNER        PARTNERS     PARTNERS         TOTAL
<S>                                          <C>            <C>           <C>             <C>
                                             ------------   -----------   -----------   ------------
Partners' Capital at December 31, 2000       $    164,578   $   112,327   $    28,697   $    305,602
Net Income                                         14,531         7,739         3,248         25,518
Units Issued upon Exercise of Stock Options         2,135            --            --          2,135
Partnership Units Issued                               --            --            47             47
Distributions Paid                                (16,077)       (5,613)       (3,602)       (25,292)
Distributions Accrued                              (8,067)       (2,126)       (1,801)       (11,994)
                                             ------------   -----------   -----------   ------------
Partners' Capital at September 30, 2001      $    157,100   $   112,327   $    26,589   $    296,016
                                             ============   ===========   ===========   ============
</TABLE>
<PAGE> 8
               PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                            (DOLLARS IN THOUSANDS)

4.  PARTNERS' CAPITAL (CONTINUED)

    In  April  1999,  the Operating Partnership issued 510,000 Series  A  8.75%
cumulative redeemable preferred units of limited partner interests (the "Series
A Preferred Units") in  exchange  for  a  gross  contribution of $12,750.  Each
Series  A  Preferred  Unit  represents  a  limited  partner   interest  with  a
liquidation  value of twenty-five dollars per unit.  The Operating  Partnership
used the proceeds, less applicable transaction costs of $405, for the repayment
of borrowings  outstanding  under  its  prior  credit  facility.   The Series A
Preferred Units, which may be redeemed for cash at the option of the  Operating
Partnership  on  or  after April 23, 2004, have no stated maturity or mandatory
redemption and are not  convertible  into any other securities of the Operating
Partnership.  The Series A Preferred Units  are  exchangeable  at the option of
the preferred unitholder at a rate of one Series A Preferred Unit for one share
of the Company's Series A 8.75% cumulative redeemable preferred stock beginning
April  23,  2009,  or earlier under certain circumstances.  In the  event  that
shares  of Series A preferred  stock  are  issued  in  exchange  for  Series  A
Preferred  Units,  the Operating Partnership will issue an equivalent number of
Series A Preferred Units  to  the  Company.   Any  shares of Series A preferred
stock  issued  in  exchange for Series A Preferred Units  will  have  the  same
rights, terms and conditions  with  respect  to  redemption  as  the  Series  A
Preferred  Units  and  will not be convertible into any other securities of the
Company.  The income allocated  and  distributions  paid  to  the holder of the
Series  A  Preferred Units are based upon the rate of 8.75% on the  $12,750  or
$837 for the nine months ended September 30, 2001 and 2000.

    On July  28,  1999,  the  Operating Partnership issued 3.8 million Series B
8.95% cumulative redeemable preferred  units  of  limited partner interest (the
"Series B Preferred Units") in exchange for a gross  contribution  of  $95,000.
Each  Series  B  Preferred  Unit  represents a limited partner interest with  a
liquidation value of twenty-five dollars  per  unit.  The Operating Partnership
used  the  proceeds,  less applicable transaction costs  of  $2,774,  to  repay
$90,000 in borrowings under  its  prior  credit facility and increase operating
cash.  The Series B Preferred Units, which  may  be  redeemed  for  cash at the
option  of the Operating Partnership on or after July 28, 2004, have no  stated
maturity  or  mandatory  redemption  and  are  not  convertible  into any other
securities  of  the  Operating  Partnership.  The Series B Preferred Units  are
exchangeable at the option of the  preferred unitholder at a rate of one Series
B  Preferred Unit for one share of the  Company's  Series  B  8.95%  cumulative
redeemable  preferred  stock  beginning July 28, 2009, or earlier under certain
circumstances.  In the event that shares of Series B preferred stock are issued
in exchange for Series B Preferred  Units, the Operating Partnership will issue
an equivalent number of Series B Preferred Units to the Company.  Any shares of
Series  B  preferred  stock issued in  exchange  for  Series  B Preferred Units
will have the same rights, terms and conditions with respect  to redemption  as
the Series B  Preferred Units  and  will not  be  convertible  into  any  other
securities  of  the  Company.  The income allocated to holders of the  Series B
Preferred Units are based  upon the rate of 8.95% on the $95,000 or  $6,377 for
the nine months ended September  30, 2001 and 2000.  Distributions are paid  on
the  last  day  of the quarter providing that  day  is  a business day.  If the
payment day 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 September 30, 2001  was  a  Sunday,  the  payment
of $2,126 was made  on  October  1,  2001.  Distributions  paid  for  the  nine
months ended  September 30, 2001 and 2000 were $4,251 and $6,377, respectively.

    On May 1, 2000, the Operating Partnership issued  320,000  Series  C  8.75%
cumulative  redeemable preferred units of limited partner interest (the "Series
C Preferred Units"),  with a liquidation value of twenty-five dollars per unit,
in exchange for a gross contribution of $8,000.  The Operating Partnership used
the proceeds, less applicable  transaction  costs  and expenses of $244, to pay
down the borrowings under its prior credit facility.   The  Series  C Preferred
Units,  which  may  be  redeemed  for  cash  at  the  option  of  the Operating
Partnership  on  or  after  May  1,  2005, have no stated maturity or mandatory
redemption and are not convertible into  any  other securities of the Operating
Partnership.  The Series C Preferred Units are  exchangeable  at  the option of
the preferred unitholder at a rate of one Series C Preferred Unit for one share
of the Company's Series C 8.75% cumulative redeemable preferred stock beginning
May 1, 2010, or earlier under certain circumstances.  In the event  that shares
of  Series  C  preferred  stock  are  issued in exchange for Series C Preferred
Units, the Operating Partnership will issue  an  equivalent  number of Series C
Preferred Units to the Company.  Any shares of Series C preferred  stock issued
in exchange for Series C Preferred Units will have the same rights,  terms  and
conditions  with respect to redemption as the Series C Preferred Units and will
not be convertible  into  any  other  securities  of  the  Company.  The income
allocated and distribution paid to the holder of Series C Preferred  Units  are
based  upon the rate of 8.75% on the 8,000 or $525 and $350 for the nine months
ended September 30, 2001 and 2000, respectively.

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

4.  PARTNERS' CAPITAL (CONTINUED)

    On February  20,  2001,  the  operation  partnership  issued 2,500 units of
limited  partner  interest  to  New  Mexico I Partners in connection  with  its
purchase of land and building at Animas Valley Mall from New Mexico I Partners.
The value of the units issued on February 20, 2001 was $47.

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

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

<TABLE>
<CAPTION>
                                                       FOR THE NINE-MONTHS ENDED SEPTEMBER 30,
                                            ------------------------------------------------------------------
                                                         2001                                  2000
                                            ------------------------------    --------------------------------
<S>                                         <C>             <C>               <C>              <C>
                                                UNITS          PERCENTAGE          UNITS          PERCENTAGE
                                            -------------   --------------    --------------   ---------------
Units held by General Partner                  16,273,000           81.72%        16,325,000            81.78%
Units held by Limited Partners                  3,639,000           18.28%         3,636,000            18.22%
                                            -------------   --------------    --------------   ---------------
                                               19,912,000          100.00%        19,961,000           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 Operating Partnership.  Future income attributable  to  the
limited partners  will be recognized by the Operating Partnership to the extent
of these losses.


5.  SEGMENT INFORMATION

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

    The accounting  policies of the segments are the same as those described in
the "Summary of Significant Accounting Policies" in the Operating Partnership's
Annual Report on Form  10-K/A  for  the  year ended December 31, 2000.  Segment
data includes total revenues and property,  net operating income (revenues less
operating and maintenance expense and real estate  taxes  and insurance expense
("Property NOI")).  The Operating Partnership evaluates the  performance of its
segments and allocates resources to them based on Property NOI.

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

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

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

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

5.  SEGMENT INFORMATION (CONTINUED)

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

<TABLE>
<CAPTION>
                                       REGIONAL   COMMUNITY   COMMERCIAL
                                        MALLS      CENTERS    PROPERTIES     OTHER        TOTAL
                                      ----------  ----------  ----------  -----------  -----------
<S>                                   <C>         <C>         <C>         <C>          <C>
2001
----
Total Revenues			        $   83,260  $   14,875  $    5,851  $       318  $   104,304
Property Operating Expenses (1)          (24,440)     (3,533)     (1,227)          --      (29,200)
                                      ----------  ----------  ----------  -----------  -----------
Property NOI (2)                          58,820      11,342       4,624          318       75,104
Unallocated Expenses (3)                      --          --          --      (50,405)     (50,405)
Unallocated Minority Interest (4)             --          --          --          (53)         (53)
Unallocated Other(5)                          --          --          --          872          872
Consolidated Net Income                       --          --          --           --       25,518
Additions to Real Estate Assets            9,216      11,920         917           --       22,053
Total Assets (6)                         657,874      89,484      29,626       14,191      791,175
2000
----
Total Revenues			        $   81,663  $   14,222  $    5,892  $       576  $   102,353
Property Operating Expenses (1)          (24,346)     (3,609)     (1,305)          --      (29,260)
                                      ----------  ----------  ----------  -----------  -----------
Property NOI (2)                          57,317      10,613       4,587          576       73,093
Unallocated Expenses (3)                     --           --          --      (49,362)     (49,362)
Unallocated Minority Interest (4)            --           --          --          290          290
Unallocated Other (5)                        --           --          --        1,904        1,904
Consolidated Net Income                      --           --          --           --       25,925
Additions to Real Estate Assets          27,330        1,168         630           --       29,128
Total Assets (6)                        654,079       81,347      29,741       18,425      783,592

</TABLE>
--------------------
(1)  Property operating expenses consist of operating, maintenance, real estate
     taxes and insurance as listed in the condensed  consolidated  statement of
     operations.
(2)  Total revenues minus property operating expenses.
(3)  Unallocated  expenses consist of general and administrative, depreciation,
     amortization of deferred financing costs, amortization of deferred leasing
     costs and interest  as  listed  in the condensed consolidated statement of
     operations.
(4)  Unallocated minority interest includes  minority  interest  in  income  of
     consolidated  partnerships  as  listed  in  the  consolidated statement of
     operations.
(5)  Unallocated other includes gain on sales of real estate  and extraordinary
     item-loss  on  early extinguishment of debt as listed in the  consolidated
     statement of operations.
(6)  Unallocated  other   total   assets   include   cash,  corporate  offices,
     miscellaneous real estate and deferred financing costs.


6.  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

    Unitholders of Operating Partnership elected to convert  125  of  OP  Units
having  a  recorded  value of $1 into an equal number of shares of Common Stock
during  the  nine  months  ended  September  30,  2000.   There  were  no  such
conversions in the nine months ended September 30, 2001.

<TABLE>
<CAPTION>
                                                                  SEPTEMBER 30,   SEPTEMBER 30,
                                                                      2001            2000
                                                                  -------------   -------------
<S>                                                              <C>             <C>
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
The following non-cash transactions occurred:
Distributions accrued for general partner not paid               $       8,067   $        7,766
Distributions accrued for common limited partners not paid       $       1,801   $        1,745
Distributions accrued for preferred limited partners not paid    $       2,126   $           --

</TABLE>

<PAGE> 11

          PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                            (DOLLARS IN THOUSANDS)

6.  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION (CONTINUED)

    On February 20,  2001,  the  operation  partnership  issued  2,500 units of
limited  partner  interest  to  New  Mexico  I Partners in connection with  its
purchase of land and building at Animas Valley Mall from New Mexico I Partners.
The value of the units issued on February 20, 2001 was $47.


7.  SUBSEQUENT EVENTS

    On October 12, 2001 the operating partnership paid off a loan which matured
November 30, 2001 for $1,243.  The loan had a stated interest rate of 9.38% per
annum.  The operating partnership used operating  cash  to  terminate this debt
early.

    In  October  2001,  Spokane  Mall Development Company, Ltd. Partnership,  a
consolidated partnership of which  the  Operating  Partnership  is  the general
partner,  opened  Spokane Valley Mall Plaza, a new community center development
in Spokane, Washington.   This  property is next to the Spokane Valley Mall and
it contains approximately 132,000  square  feet  of  gross leasable area and is
100% occupied.

    On  November  5,  2001,  the  Operating  Partnership sold  Fry's  Plaza,  a
community center in Glendale, Arizona for approximately  $7,450.  This property
had approximately 119,000 square feet of gross leasable area.

<PAGE> 12


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

OVERVIEW

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

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

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

RESULTS OF OPERATIONS

    COMPARISON OF  NINE  MONTHS  ENDED  SEPTEMBER 30, 2001 TO NINE MONTHS ENDED
SEPTEMBER 30, 2000

REVENUES

    Total revenues increased 1.9%, or $1,951,000,  for  the  nine  months ended
September 30, 2001.  Of the $1,951,000  increase, $1,597,000 was the  result of
increased  revenues at the regional malls, $653,000 was the result of increased
revenues at  the  community  centers  and  $41,000  was the result of decreased
revenues  at  the  commercial  properties.   A  decrease of  $258,000  was  not
allocated to a particular property segment.

    MINIMUM RENTS

    Minimum rents increased 2.9%, or $2,165,000,  for  the  nine  months  ended
September  30,  2001.   Minimum  rents  increased by $1,600,000 at the regional
malls primarily due to the September 2000  completion  of  the expansion at the
NorthTown Mall, the August 2000 addition of Dillard's as an  anchor  tenant  to
the  North  Plains  Mall  and  overall  growth  throughout  the  regional  mall
portfolio.   Minimum  rents  increased  by  $593,000  at  the community centers
primarily due to overall growth throughout the community center  portfolio  and
$265,000  from  lease termination settlements.  Minimum rents at the commercial
properties decreased by $28,000.

    PERCENTAGE AND OVERAGE RENTS

    Percentage and  overage  rents  increased  16.8%, or $189,000, for the nine
months ended September 30, 2001.  Percentage and  overage  rents  increased  by
$194,000  at  the  regional  malls  and  decreased  by  $5,000 at the community
centers.

    RECOVERIES FROM TENANTS

    Recoveries from tenants increased 3.2%, or $745,000,  for  the  nine months
ended September 30, 2001.  Recoveries from tenants increased by $702,000 at the
regional  malls,  $56,000 at the community centers and decreased by $13,000  at
the commercial properties.

    INTEREST AND OTHER REVENUES

    Interest and other  revenues  decreased  49.2%, or $1,148,000, for the nine
months  ended  September  30,  2001.   Interest decreased  $142,000  and  other
revenues decreased $1,006,000.  The decrease in other revenues is primarily due
to $729,000  received in 2000 from a local governmental redevelopment agency as
payment for a prior year incentive to build  in  its  community,  along  with a
decrease  in  the amount of such incentives for the nine months ended September
30, 2001 compared to the same period of the prior year.

<PAGE> 13

EXPENSES

    Total expenses  increased  1.3%,  or  $983,000,  for  the nine months ended
September  30, 2001.  Property operating expenses (operating  and  maintenance;
real estate  taxes  and insurance; and advertising and promotions) decreased by
$60,000,  general  and   administrative   expenses   increased   by   $186,000,
depreciation and amortization increased by $1,447,000 and interest decreased by
$590,000.

    PROPERTY OPERATING EXPENSES

    Property  operating expenses (operating and maintenance; real estate  taxes
and insurance;  and  advertising  and  promotions)  increased by $94,000 at the
regional malls, decreased by $76,000 at the community  centers and decreased by
$78,000 at the commercial properties.

    GENERAL AND ADMINISTRATIVE EXPENSES

    General and administrative expenses increased $186,000  for the nine months
ended  September  30,  2001.   The increase is primarily related  to  increased
insurance expense related to the  Company's  health  insurance  plan  which, in
2000,  was  lower  due  to the receipt of certain reinsurance proceeds.  Higher
legal and professional costs also contributed to this increase.

    DEPRECIATION AND AMORTIZATION

    Depreciation and amortization  increased  $1,447,000  for  the  nine months
ended September 30, 2001.  This increase is attributable to higher depreciation
expense from newly developed GLA and tenant improvements off set by the  effect
of  reducing  asset  lives  on  tenant  improvements.   In  2001, the effect of
reducing asset lives on tenant improvements was $895,000 compared to $1,286,000
in 2000.

    INTEREST EXPENSE/CAPITALIZED INTEREST

    Interest expense decreased $590,000 for the nine months ended September 30,
2001.  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 $414,000 in 2001 compared to $1,245,000 in 2000.

    MINORITY INTEREST IN (INCOME) LOSS OF CONSOLIDATED PARTNERSHIPS

    Losses attributable  to  minority  interest  decreased  $343,000 to $53,000
income  in  2001 compared to $290,000 loss in 2000.  This is mainly  due  to  a
consolidated  partnership  where  cumulative  losses  now  exceed  the  limited
partners'   investment   in  such  consolidated  partnership  and  such  losses
previously attributable to  its  limited  partners  are  now  recognized by the
Company.

    GAIN ON SALES OF REAL ESTATE

    Gain on sales of real estate decreased $1,130,000 due to a  sale  of an out
parcel  with  a gain of $872,000 in 2001 compared to the gain on sales of  real
estate of $2,002,000 in 2000.

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

REVENUES

    Total  revenues  increased  0.2%,  or $80,000, for the three  months  ended
September  30,  2001.  Of the $80,000 increase,  $312,000  was  the  result  of
increased revenues  at  the  regional malls, $1,000 was the result of decreased
revenues at the community centers  and  $52,000  was  the  result  of decreased
revenues  at  the  commercial  properties.   A  decrease  of  $179,000  was not
allocated to a particular property segment.

<PAGE> 14

    MINIMUM RENTS

    Minimum  rents  increased  2.3%,  or  $599,000,  for the three months ended
September 30, 2001.  Minimum rents increased by $459,000  at the regional malls
primarily  due  to  the  September  2000  completion  of the expansion  at  the
NorthTown  mall  and  overall  growth throughout the regional  mall  portfolio.
Minimum rents increased by $144,000 at the community centers.  Minimum rents at
the commercial properties decreased by $4,000.

    PERCENTAGE AND OVERAGE RENTS

    Percentage and overage rents  decreased  41.0%,  or $154,000, for the three
months  ended September 30, 2001.  Percentage and overage  rents  decreased  by
$157,000 at the regional malls and increased $3,000 at the community centers.

    RECOVERIES FROM TENANTS

    Recoveries  from  tenants  decreased 0.7%, or $59,000, for the three months
ended September 30, 2001.  Recoveries  from  tenants deceased by $62,000 at the
regional malls, increased $19,000 at the community  centers  and  decreased  by
$16,000 at the commercial properties.

    INTEREST AND OTHER REVENUES

    Interest  and  other  revenues  decreased  50%,  or $306,000, for the three
months  ended  September  30,  2001.   Interest  decreased $121,000  and  other
revenues decreased $185,000.  The decrease in other  revenues  is primarily the
result  of  a decrease in the amount of revenues due from a local  governmental
redevelopment  agency for the three months ended September 30, 2001 compared to
the same period in 2000.

EXPENSES

    Total expenses  decreased  5.0%,  or $1,368,000, for the three months ended
September 30, 2001.  Property operating  expenses  (operating  and maintenance;
real estate taxes and insurance; and advertising and promotions)  decreased  by
$146,000    general   and   administrative   expenses   decreased  by  $148,000
depreciation and amortization decreased by $139,000 and interest  decreased  by
$935,000.

    PROPERTY OPERATING EXPENSES

    Property  operating  expenses (operating and maintenance; real estate taxes
and insurance; and advertising  and  promotions)  decreased  by  $91,000 at the
regional malls, decreased by $11,000 at the community centers and  decreased by
$44,000 at the commercial properties.

    GENERAL AND ADMINISTRATIVE EXPENSES

    General  and  administrative  expenses  decreased  $148,000  for the  three
months  ended  September  30,  2001.   The  decrease  is primarily  related  to
decreased payroll costs and computer services.

    DEPRECIATION AND AMORTIZATION

    Depreciation and amortization decreased $139,000 for the three months ended
September  30,  2001.   This  decrease  is attributable to higher  depreciation
expense  from  newly  developed  GLA and tenant  improvements,  offset  by  the
difference in the  reduction in asset  lives  on certain tenant improvements in
2001  verses  2000.   In 2001, the effect of reducing  asset  lives  on  tenant
improvements was $338,000 compared to $1,033,000 in 2000.

<PAGE> 15

    INTEREST EXPENSE/CAPITALIZED INTEREST

    Interest expense decreased  $935,000  for  the three months ended September
30, 2001.  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 $215,000 in 2001 compared to $445,000 in 2000.

    MINORITY INTEREST IN (INCOME) LOSS OF CONSOLIDATED PARTNERSHIPS

    Losses attributable  to  minority  interest  decreased  $229,000 to $85,000
income  in  2001 compared to $144,000 loss in 2000.  This is mainly  due  to  a
consolidated  partnership  where  cumulative  losses  now  exceed  the  limited
partners'   investment   in  such  consolidated  partnership  and  such  losses
previously attributable to  its  limited  partners  are  now  recognized by the
Company.

    GAIN ON SALES OF REAL ESTATE

    Gain on sales of real estate decreased $373,000 due to sales of property in
2000 and no sales in 2001.

LIQUIDITY AND CAPITAL RESOURCES

    The  Company's  principal uses of its liquidity and capital resources  have
historically   been  for   distributions,   property   acquisitions,   property
development, expansion and renovation programs and debt repayment.  To maintain
its qualification as a REIT under the Internal Revenue Code of 1986, as amended
(the "Code"), the  Company  is  required  to  distribute to its stockholders at
least 90% of its "Real Estate Investment Trust  Taxable  Income," as defined in
the  Code.   For the quarter ended September 30, 2001, the Company  declared  a
dividend of $.495  per  share  payable  October 16, 2001 to the stockholders of
record as of October 4, 2001.

    The  Company's  principal  source  of  liquidity  is  its  cash  flow  from
operations generated from its real estate investments.   As  of  September  30,
2001,  the  Company's  cash and restricted cash amounted to approximately $12.2
million.  In addition to  its  cash  and restricted cash, unused capacity under
the Operating Partnership's credit facility at September 30, 2001 totaled $86.5
million.

    The  Company  expects  to  meet  its  short-term   liquidity  requirements,
including distributions, recurring capital expenditures  related to maintenance
and  improvement  of  existing  properties,  through undistributed  funds  from
operations, cash balances and advances under the Operating Partnership's credit
facility.

    The  Company's  principal  long-term liquidity  requirements  will  be  the
repayment of principal on its outstanding  secured  and unsecured indebtedness.
At  September  30,  2001,  the  Company's  total outstanding  indebtedness  was
approximately $464.2  million.  Such indebtedness included: (i) the Provo Towne
Centre construction loan of approximately $44.1  million  which was due in July
2001  and  was  extended, at the option of the Company, for an  additional  two
years; (ii) the Spokane  Valley  Mall  construction loan of $41.6 million which
was due August 1, 2001 and was replaced  with  a  new  loan  in the same amount
maturing July 31, 2003;  (iii) the Operating Partnership's credit facility with
a  balance of $113.5 million maturing July 2003; (iv) the $100  million  senior
notes  with  a  principal payable of $25 million per year beginning March 2005;
(v) the $81.8 million,  6.68% first mortgage on NorthTown Mall which requires a
balloon payment of approximately  $73.0 million in September 2008; and (vi) the
$78.5 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 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 are expected to be financed with the Operating
Partnership's credit facility.  The Company  is  also  contemplating 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

<PAGE> 16

Partnership's  credit  facility  together  with  equity  and   debt  offerings,
individual   property   financing   and    selective    asset   sales.      The
availability  of  such  financing  will  influence  the  Company's  decision to
proceed with, and the pace of, its development and acquisition activities.

    On September 2, 1997, the  Company  and  the  Operating Partnership filed a
shelf  registration  statement  on  Form S-3 with the Securities  and  Exchange
Commission  for  the  purpose of registering  common  stock,  preferred  stock,
depositary shares, common stock warrants, debt securities and guarantees.  This
registration statement,  when combined with the Company's unused portion of its
previous shelf registration,  would  allow for up to $400 million of securities
to be offered by the Company and the Operating Partnership.  On March 11, 1998,
pursuant to this registration statement,  the Operating Partnership issued $100
million of ten-year senior unsecured notes bearing annual interest at a rate of
7.29%.  The Operating Partnership had entered  into an interest rate protection
agreement in anticipation of issuing these notes  and  received  $270,000  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  Operating  Partnership's  prior  credit  facility.   At
September 30, 2001, 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 45% at September 30, 2001.

    Net  cash  provided  by  operating  activities for the  nine  months  ended
September 30, 2001 was $51,248,000 versus  $51,208,000  for  the  corresponding
period  of  2000.   Net  income  adjusted  for  non-cash items accounted for  a
$1,383,000  increase,  while  changes  in  operating  assets   and  liabilities
accounted for a $1,343,000 decrease.

    Net  cash used in investing activities for the nine months ended  September
30, 2001 was  $23,996,000.  It primarily reflects real estate asset investments
of $22,006,000,  an increase in restricted cash of $3,780,000 and proceeds from
the sale of real estate of $1,790,000.

    Net cash used  in  financing activities for the nine months ended September
30, 2001 was $25,294,000.  Cash was generated from the issuance of Common Stock
upon the exercise of outstanding  stock options in the amount of $2,135,000 and
from  borrowings  of  $132,973,000,  which   were  used  to  repay  outstanding
borrowings  in the amount of $133,285,000 and for  distributions  to  preferred
unitholders in  the amount of $5,613,000 to minority interests in the amount of
$350,000, to common  stockholders  in  the  amount of $16,077,000 and to common
unitholders in the amount of $3,602,000 along  with  the  payment of $1,475,000
for deferred financing costs.

    The  Financial  Accounting  Standards Board issued SFAS No.  141,  BUSINESS
COMBINATIONS ("SFAS 141").  SFAS  141  requires  that  the  purchase  method of
accounting  be  used  for  all  business  combinations  for  which  the date of
acquisition  is  after  June  30,  2001.   SFAS  141  also establishes specific
criteria for the recognition of intangible assets.  The Company does not expect
the  adoption of this standard to have a significant impact  on  its  financial
statements.

    The  Financial Accounting Standards Board issued SFAS No. 142, GOODWILL AND
OTHER INTANGIBLE  ASSETS  ("SFAS  142").   SFAS  142  primarily  addresses  the
accounting  for goodwill and intangible assets subsequent to their acquisition.
SFAS 142 is effective  for fiscal years beginning after December 15, 2001.  The
Company does not expect  the  adoption  of  this standard to have a significant
impact on its financial statements.

    The Financial Accounting Standards Board  issued  SFAS  No. 143, ACCOUNTING
FOR  ASSET  RETIREMENT  OBLIGATIONS  ("SFAS 143").  SFAS 143 requires  that  an
entity shall recognize the fair value  of  a  liability for an asset retirement
obligation in the period in which a reasonable  estimate  of  fair value can be
made.   SFAS 143 is effective for fiscal years beginning after June  15,  2002,
with early  adoption  permitted.   The  Company does not expect the adoption of
this standard to have a significant impact on its financial statements.

    The Financial Accounting Standards Board issued SFAS No.144, ACCOUNTING FOR
IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS  ("SFAS 144").  SFAS 144 supersedes
SFAS  121  and   requires  that  one  accounting  model   be  used

<PAGE> 17

for  long-lived  assets to be  disposed of by sale, whether previously held and
used  or  newly  acquired, and  broadens  the   presentation  of   discontinued
operations  to  include  more disposal transactions.  SFAS 144 is effective for
fiscal years beginning after December 15, 2001, with early adoption  permitted.
The Company does not expect the adoption of this standard to have a significant
impact  on  its  financial statements.

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


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

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

    The Operating Partnership uses long-term and medium-term  debt  as a source
of capital.  At September 30, 2001, the Operating Partnership had approximately
$264,965,000  of  outstanding  fixed  rate debt, consisting of $100,000,000  in
unsecured senior notes and $164,965,000  in mortgages and notes secured by real
estate.  The various fixed rate debt instruments  mature  starting  in the year
2001  through  2095.   The weighted average rate of interest on the fixed  rate
debt was approximately 6.87%  for  the  period  ended September 30, 2001.  When
debt  instruments  of  this  type mature, the Operating  Partnership  typically
refinances such debt at the then-existing  market  interest  rates which may be
more or less than the interest rates on the maturing debt. Changes  in  general
market interest rates will effect the fair value of the Operating Partnership's
fixed rate debt (i.e. as the interest rates increase the fair value of the debt
decreases  and as interest rates decrease the fair value of the debt increases)
but will not have an effect on the interest rate, interest expense or cash flow
of such debt.   In  addition,  the  Operating Partnership may attempt to reduce
interest rate risk associated with a forecasted issuance of new fixed rate debt
by  entering into interest rate protection  agreements.   In  addition  to  the
October  12,  2001  Sears-Eastbay  loan  pay  off  of  $1,243,000,  $465,000 of
scheduled principal amortization payments are due in 2001.

    The Operating Partnership's credit facility and existing construction loans
have  variable  interest  rates  and  any  fluctuation  in interest rates could
increase or decrease the Operating Partnership's interest  expense.  The credit
facility borrowings are primarily transacted utilizing a variable interest rate
tied to LIBOR, which as of September 30, 2001 was equal to LIBOR plus 110 basis
points.   The interest rate on the construction loan and loan  facility  as  of
September 30,  2001  was  equal to LIBOR plus 150 basis points.  The LIBOR rate
used is at the Operating Partnership's  option  and is based upon the 30, 60 or
90  day  LIBOR  rate.   A change in the LIBOR rate will  effect  the  Operating
Partnership's interest expense  and  cash  flow.   At  September  30, 2001, the
Operating  Partnership  had approximately $199,185,000 in outstanding  variable
rate debt.  The weighted average rate of interest on the variable interest rate
debt was approximately 5.97%  for  the period ended September 30, 2001.  If the
interest rate for the Operating Partnership's  variable  rate debt increased or
decreased  by 1%, the Operating Partnership's subsequent annual  interest  rate
expense on its  then outstanding variable rate debt would increase or decrease,
as the case may be, by approximately $1,992,000.

    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
<PAGE>
<TABLE>
<CAPTION>
                                                EXHIBIT INDEX
EXHIBIT
NUMBER                                          DESCRIPTION
------                                          -----------
<S>              <C>
4.1              Form of Debt Security (4.6)(1)
4.2              Indenture, dated March 11, 1998, by and between the Operating Partnership and The Chase
                 Manhattan Bank as trustee (4.8)(1)
4.3              First Supplemental Indenture, dated March 11, 1998, by and between the Operating Partnership
                 and The Chase Manhattan Bank as Trustee (4.9)(1)
10.1             Second Amended and Restated Agreement of Limited Partnership of Price Development Company,
                 Limited Partnership(2)
10.2             Agreement of Limited Partnership of Price Financing Partnership, L.P. (10(b))(3)
10.6             Registration Rights Agreement among the Company and the Limited Partners of Price Develop-
                 ment Company, Limited Partnership (10(g))(3)
10.7             Amendment No. 1 to Registration Rights Agreement, dated August 1, 1995, among the Company
                 and the Limited Partners of Price Development Company, Limited Partnership(3)
10.8             Exchange Agreement among the Company and the Limited Partners of Price Development Company,
                 Limited Partnership (10(h))(3)
10.10            Amendment to Groundlease between Price Development Company and Alvin Malstrom as Trustee and
                 C.F. Malstrom, dated December 31, 1985. (Groundlease for Plaza 9400) (10(j))(3)
10.11            Lease Agreement between The Corporation of the President of the Church of Jesus Christ of
                 Latter Day Saints and Price-James and Assumptions, dated September 24, 1979.  (Groundlease
                 for Anaheim Plaza) (10(k))(3)
10.12            Indenture of Lease between Ambrose and Zelda Motta and Cordova Village, dated July 26, 1974,
                 and Amendments and Transfers thereto.  (Groundlease for Fort Union Plaza) (10(l))(3)
10.13            Lease Agreement between Advance Management Corporation and Price Rentals, Inc. and dated
                 August 1, 1975 and Amendments thereto. (Groundlease for Price Fremont) (10(m))(3)
10.14            Groundlease between Aldo Rossi and Price Development Company, dated June 1, 1989, and
                 related documents.  (Groundlease for Halsey Crossing) (10(n))(3)
10.15            First Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
                 Development Company, Limited Partnership(2)
10.16            Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
                 Development Company, Limited Partnership(2)
10.17            Third Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
                 Development Company, Limited Partnership(4)
10.18            Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
                 Development Company, Limited Partnership(5)
10.19            Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
                 Development Company, Limited Partnership(6)
10.20            Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
                 Development Company, Limited Partnership(7)
</TABLE>
<TABLE>
<CAPTION>
--------------------
<S>   <C>
(1)   Documents were previously filed with the Operating Partnership's Current Report on Form 8-
      K dated March 12, 1998, under the exhibit numbered in the parenthetical, and are
      incorporated herein by reference.
(2)   Documents were previously filed with the Operating Partnership's Quarterly Report on Form
      10-Q for the quarter ended June 30, 1999 and are  incorporated herein by reference.
(3)   Documents were previously filed with the Company's Registration Statement on Form S-11,
      File No. 33-68844, under the exhibit numbered in the parenthetical, and are incorporated
      herein by reference.
(4)   Documents were previously filed with the Operating Partnership's Quarterly Report on Form
      10-Q for the quarter ended September 30, 1999 and are incorporated herein by reference.
(5)   Document was previously filed with the Company's Annual Report on Form 10-K for the year
      ended December 31, 1999 and is incorporated herein by reference.
(6)   Document was previously filed with the Company's Quarterly Report on Form 10-Q for the
      quarter ended March 31, 2000 and is incorporated herein by reference.
(7)   Document was previously filed with the Operating Partnership's Annual Report on Form 10-K
      for the year ended December 31, 2000 and is incorporated herein by reference.
      (B)   REPORTS ON FORM 8-K
            None
</TABLE>

<PAGE> 20
                                 SIGNATURES

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

<TABLE>
<CAPTION>
                                             Price Development Company,
                                             Limited Partnership
                                             (Registrant)

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

            November 13, 2001                  /s/ G. Rex Frazier
----------------------------------------     -------------------------------------------
            November 13, 2001                 /s/ G. Rex Frazier
                (Date)                       G. Rex Frazier
                                             PRESIDENT, CHIEF OPERATING OFFICER,
                                             AND DIRECTOR


           November 13, 2001                  /s/ M. Scott Collins
----------------------------------------     -------------------------------------------
           November 13, 2001                  /s/ M. Scott Collins
                (Date)                       M. Scott Collins
                                             VICE PRESIDENT--CHIEF FINANCIAL OFFICER
                                             (PRINCIPAL FINANCIAL
                                             & ACCOUNTING OFFICER)
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                EXHIBIT INDEX
EXHIBIT
NUMBER                                          DESCRIPTION
------                                          -----------
<S>              <C>
4.1              Form of Debt Security (4.6)(1)
4.2              Indenture, dated March 11, 1998, by and between the Operating Partnership and The Chase
                 Manhattan Bank as trustee (4.8)(1)
4.3              First Supplemental Indenture, dated March 11, 1998, by and between the Operating Partnership
                 and The Chase Manhattan Bank as Trustee (4.9)(1)
10.1             Second Amended and Restated Agreement of Limited Partnership of Price Development Company,
                 Limited Partnership(2)
10.2             Agreement of Limited Partnership of Price Financing Partnership, L.P. (10(b))(3)
10.6             Registration Rights Agreement among the Company and the Limited Partners of Price Develop-
                 ment Company, Limited Partnership (10(g))(3)
10.7             Amendment No. 1 to Registration Rights Agreement, dated August 1, 1995, among the Company
                 and the Limited Partners of Price Development Company, Limited Partnership(3)
10.8             Exchange Agreement among the Company and the Limited Partners of Price Development Company,
                 Limited Partnership (10(h))(3)
10.10            Amendment to Groundlease between Price Development Company and Alvin Malstrom as Trustee and
                 C.F. Malstrom, dated December 31, 1985. (Groundlease for Plaza 9400) (10(j))(3)
10.11            Lease Agreement between The Corporation of the President of the Church of Jesus Christ of
                 Latter Day Saints and Price-James and Assumptions, dated September 24, 1979.  (Groundlease
                 for Anaheim Plaza) (10(k))(3)
10.12            Indenture of Lease between Ambrose and Zelda Motta and Cordova Village, dated July 26, 1974,
                 and Amendments and Transfers thereto.  (Groundlease for Fort Union Plaza) (10(l))(3)
10.13            Lease Agreement between Advance Management Corporation and Price Rentals, Inc. and dated
                 August 1, 1975 and Amendments thereto. (Groundlease for Price Fremont) (10(m))(3)
10.14            Groundlease between Aldo Rossi and Price Development Company, dated June 1, 1989, and
                 related documents.  (Groundlease for Halsey Crossing) (10(n))(3)
10.15            First Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
                 Development Company, Limited Partnership(2)
10.16            Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
                 Development Company, Limited Partnership(2)
10.17            Third Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
                 Development Company, Limited Partnership(4)
10.18            Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
                 Development Company, Limited Partnership(5)
10.19            Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
                 Development Company, Limited Partnership(6)
10.20            Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
                 Development Company, Limited Partnership(7)
</TABLE>
<TABLE>
<CAPTION>
--------------------
<S>   <C>
(1)   Documents were previously filed with the Operating Partnership's Current Report on Form 8-
      K dated March 12, 1998, under the exhibit numbered in the parenthetical, and are
      incorporated herein by reference.
(2)   Documents were previously filed with the Operating Partnership's Quarterly Report on Form
      10-Q for the quarter ended June 30, 1999 and are  incorporated herein by reference.
(3)   Documents were previously filed with the Company's Registration Statement on Form S-11,
      File No. 33-68844, under the exhibit numbered in the parenthetical, and are incorporated
      herein by reference.
(4)   Documents were previously filed with the Operating Partnership's Quarterly Report on Form
      10-Q for the quarter ended September 30, 1999 and are incorporated herein by reference.
(5)   Document was previously filed with the Company's Annual Report on Form 10-K for the year
      ended December 31, 1999 and is incorporated herein by reference.
(6)   Document was previously filed with the Company's Quarterly Report on Form 10-Q for the
      quarter ended March 31, 2000 and is incorporated herein by reference.
(7)   Document was previously filed with the Operating Partnership's Annual Report on Form 10-K
      for the year ended December 31, 2000 and is incorporated herein by reference.

</TABLE>