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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q/A

Amendment No. 1

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

For the quarter ended September 30, 2001

or

Commission File Number 0-20449

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PRICE LEGACY CORPORATION(Exact name of registrant as specified in its charter)

Maryland(State or other jurisdiction of
incorporation or organization)

33-0628740(I.R.S. Employer Identification No.)17140 Bernardo Center Drive, Suite 300,
San Diego, California(Address of principal executive offices)

92128(Zip Code)


(858) 675-9400(Registrant's telephone number, including area code)

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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 /x/  No / /

The
registrant had 40,401,323 shares of common stock, par value $.0001 per share, outstanding at November 12, 2001.

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This
Form 10-Q/A is being filed solely for the purpose of amending Part I, Item 1 in Price Legacy Corporation's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2001 to correct the number of Series A preferred shares issued and outstanding at September 30, 2001. As amended,
the number of outstanding Series A preferred shares at September 30, 2001 is now stated correctly as 27,269,386 in Price Legacy's consolidated balance sheet.

ITEM 1FINANCIAL STATEMENTS (UNAUDITED)

PRICE LEGACY CORPORATION        CONSOLIDATED BALANCE SHEETS        (in thousands)

|                                         |                                                                                                                                                            | September 30
2001          |                                            | December 31
2000 |        
|---------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------------------------------------ | ---------------- | -------
|
|ASSETS                                   |                                                                                                                                                            |                            |                                            |                  |        
|Real estate assets                       |                                                                                                                                                            |                            |                                            |                  |        
|                                         | Land and land improvements                                                                                                                                 |                            | $                                          | 342,285          |        
|                                         | Building and improvements                                                                                                                                  |                            |                                            | 477,024          |        
|                                         | Fixtures and equipment                                                                                                                                     |                            |                                            | 2,571            |        
|                                         | Construction in progress                                                                                                                                   |                            |                                            | 22,240           |        
|                                         |                                                                                                                                                            |                            |                                            |                  |        
|                                         |                                                                                                                                                            |                            | 844,120                                    |                  |        
|                                         | Less accumulated depreciation                                                                                                                              |                            |                                            | (16,590          | )      
|                                         |                                                                                                                                                            |                            |                                            |                  |        
|                                         |                                                                                                                                                            |                            | 827,530                                    |                  |        
|Investment in real estate joint ventures |                                                                                                                                                            |                            | 38,530                                     |                  |        
|Cash and cash equivalents                |                                                                                                                                                            |                            | 23,122                                     |                  |        
|Accounts receivable                      |                                                                                                                                                            |                            | 3,128                                      |                  |        
|Notes receivable                         |                                                                                                                                                            |                            | 53,121                                     |                  |        
|Deferred rents                           |                                                                                                                                                            |                            | 5,440                                      |                  |        
|Other assets                             |                                                                                                                                                            |                            | 31,098                                     |                  |        
|                                         |                                                                                                                                                            |                            |                                            |                  |        
|                                         |                                                                                                                                                            | Total assets               |                                            | $                | 981,969
|                                         |                                                                                                                                                            |                            |                                            |                  |        
|LIABILITIES AND STOCKHOLDERS' EQUITY     |                                                                                                                                                            |                            |                                            |                  |        
|Liabilities                              |                                                                                                                                                            |                            |                                            |                  |        
|                                         | Mortgages and notes payable                                                                                                                                |                            | $                                          | 246,866          |        
|                                         | Revolving lines of credit                                                                                                                                  |                            |                                            | 14,000           |        
|                                         | Convertible debentures and senior notes                                                                                                                    |                            |                                            | 5,095            |        
|                                         | Accounts payable and other liabilities                                                                                                                     |                            |                                            | 24,028           |        
|                                         |                                                                                                                                                            |                            |                                            |                  |        
|                                         |                                                                                                                                                            | Total liabilities          |                                            |                  | 289,989
|Commitments                              |                                                                                                                                                            |                            |                                            |                  |        
|Minority interests                       |                                                                                                                                                            |                            | 595                                        |                  |        
|Stockholders' equity                     |                                                                                                                                                            |                            |                                            |                  |        
|                                         | Series A preferred stock, cumulative, redeemable, $0.0001 par value, 27,849,771 shares authorized, 27,269,386 and 23,868,808 shares issued and outstanding |                            |                                            | 399,615          |        
|                                         | Series B preferred stock, cumulative, redeemable, $0.0001 par value, 27,458,855 shares authorized, 19,666,754 and 0 shares issued and outstanding          |                            |                                            | 106,234          |        
|                                         | Common stock, $0.0001 par value, 94,691,374 shares authorized, 40,401,323 and 13,309,006 issued and outstanding                                            |                            |                                            | 4                |        
|                                         | Additional paid-in capital                                                                                                                                 |                            |                                            | 190,705          |        
|                                         | Warrants                                                                                                                                                   |                            |                                            | 3,113            |        
|                                         | Retained earnings (deficit)                                                                                                                                |                            |                                            | 1,079            |        
|                                         | Notes receivable from officers for common shares                                                                                                           |                            |                                            | (9,365           | )      
|                                         |                                                                                                                                                            |                            |                                            |                  |        
|                                         |                                                                                                                                                            | Total stockholders' equity |                                            |                  | 691,385
|                                         |                                                                                                                                                            |                            |                                            |                  |        
|                                         |                                                                                                                                                            |                            | Total liabilities and stockholders' equity |                  | $      
|                                         |                                                                                                                                                            |                            |                                            |                  |        

See accompanying notes on Form 10-Q previously filed.

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SIGNATURES

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

|                        |  | PRICE LEGACY CORPORATION
|----------------------- |  | ------------------------
|                        |  |                         
|Date: November 14, 2001 |  | By:                     
|                        |  |                         
|                        |  |                         
|Date: November 14, 2001 |  | By:                     

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