<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              _____________________


                                    FORM 10-Q

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

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 24, 1995


                         COMMISSION FILE NUMBER 0-20449


                             PRICE ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                                33-0628740
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


                              4649 MORENA BOULEVARD
                          SAN DIEGO, CALIFORNIA  92117
                    (Address of principal executive offices)

                                 (619) 581-4530
              (Registrant's telephone number, including area code)

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 23,234,866 common shares, par value $.0001, outstanding at
January 10, 1996.

<PAGE>

                             PRICE ENTERPRISES, INC.
                                AND SUBSIDIARIES

                               INDEX TO FORM 10-Q


                         PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS                                            PAGE

   Consolidated Balance Sheets...............................................3

   Consolidated Statements of Income.........................................4

   Consolidated Statements of Cash Flows.....................................5

   Notes to Consolidated Financial Statements................................6

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS................................10



PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS..................................................13


ITEM 2 - CHANGES IN SECURITIES..............................................13

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES....................................13

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY
         HOLDERS............................................................13

ITEM 5 - OTHER INFORMATION..................................................13

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K...................................13

        Exhibit (15.1) - Independent Accountants' Review Report.............15
        Exhibit (15.2) - Letter of Ernst & Young LLP
                         RE: Unaudited Interim Financial Information........16
        Exhibit (27) - Financial Data Schedules.............................17


<PAGE>


<TABLE>
<CAPTION>


                                                DECEMBER 24,      AUGUST 31,
                                                   1995             1995
                                                ------------     ------------
ASSETS                                           (unaudited)        (Note)
<S>                                             <C>              <C>
Current assets:
 Cash and cash equivalents                        $  5,429         $      -
 Accounts receivable, net                            8,505            5,776
 Merchandise inventories                             4,094            7,385
 Prepaid expenses                                    1,848            1,499
                                                ------------     ------------
   Total current assets                             19,876           14,660

Real estate assets:
 Land and land improvements                        181,830          179,794
 Building and improvements                         177,095          168,808
 Fixtures and equipment                              7,412            7,928
 Construction in progress                            2,435            6,457
                                                ------------     ------------
                                                   368,772          362,987
 Less accumulated depreciation                     (31,058)         (28,233)
                                                ------------     ------------
                                                   337,714          334,754
Other assets:
 Property held for sale, net                        93,051          100,035
 City notes receivable                              30,603           30,835
 Atlas and other notes receivable                   46,139           45,790
 Deferred income taxes                              27,943           29,315
 Deferred rents and leasing costs, net              12,794           11,932
                                                ------------     ------------
                                                   210,530          217,907
                                                ------------     ------------
   Total assets
                                                  $568,120         $567,321
                                                ------------     ------------
                                                ------------     ------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable                                 $  5,667         $  2,592
 Accrued expenses                                    3,991            6,186
 Other current liabilities                           5,934            6,095
                                                ------------     ------------
   Total current liabilities                        15,592           14,873


Note payable to PriceCostco                         15,425           15,425
Minority interest of PriceCostco                     2,915            4,938

Stockholders' equity:
  Common stock                                           2                2
  Additional paid-in capital                       548,715          548,705
  Retained earnings (deficit)                          896           (1,197)
  Treasury stock                                   (15,425)         (15,425)
                                                ------------     ------------
                                                   534,188          532,085
                                                ------------     ------------
   Total liabilities and stockholders' equity     $568,120         $567,321
                                                ------------     ------------
                                                ------------     ------------
</TABLE>

Note:  The balance sheet at August 31, 1995 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

SEE ACCOMPANYING NOTES.

<PAGE>


                             PRICE ENTERPRISES, INC

                       CONSOLIDATED STATEMENTS OF INCOME
           (Unaudited - amounts in thousands, except per share date)

<TABLE>
<CAPTION>
                                                        16 WEEKS ENDED
                                                -----------------------------
                                                 DECEMBER 24,     DECEMBER 18,
                                                     1995             1994
                                                ------------     ------------
Revenues
<S>                                             <C>              <C>
 Real estate                                      $13,135          $11,771
 Gain on sale of real estate, net                     478                -
 Merchandise sales                                 17,497           29,908
 Other revenues                                       373              406
                                                ------------     ------------
     Total revenues                                31,483           42,085

Operating Expenses
 Real estate:
   Operating, maintenance and administrative        2,458            2,041
   Property taxes                                   1,916            2,094
   Depreciation and amortization                    2,492            1,983
 Merchandising:
   Cost of sales                                   15,968           27,958
   Operating expenses                               6,671            5,612
 General and administrative                           940              971
                                                ------------     ------------
     Total operating expenses                      30,445           40,659
                                                ------------     ------------
Operating income                                    1,038            1,426

Interest and Other
 Interest income, net                               1,688            1,462
 Equity in earnings of Price Club Mexico joint          -              376
 venture
 Minority interest                                  2,023              750
                                                ------------     ------------
     Total interest and other                       3,711            2,588
                                                ------------     ------------

Income before provision for income taxes            4,749            4,014
Provision for income taxes                          2,656            1,338
                                                ------------     ------------
Net income                                        $ 2,093          $ 2,676
                                                ------------     ------------
                                                ------------     ------------
Net income per share                              $   .09          $   .10
                                                ------------     ------------
                                                ------------     ------------

Average number of shares outstanding               23,235           27,000

</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>

                            PRICE ENTERPRISES, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (Unaudited - amounts in thousands)

<TABLE>
<CAPTION>

                                                       16 WEEKS ENDED
                                                -----------------------------
                                                DECEMBER 24,     DECEMBER 18,
                                                    1995            1994
                                                ------------     ------------
<S>                                             <C>              <C>
OPERATING ACTIVITIES
Net income                                          $2,093           $2,676
Adjustments to reconcile net income to net cash
 provided by operating activities:
   Depreciation and amortization                     2,992            2,823
   Gain on sale of real estate assets                 (478)               -
   Equity in earnings of Price Club Mexico joint         -             (376)
    venture
   Minority interest of PriceCostco                 (2,023)             219
   Change in accounts receivable and other assets    1,585            1,177
   Change in accounts payable and other              1,720           13,064
    liabilities
   Deferred rents and leasing costs                   (862)          (1,128)
   Other                                                 -             (406)
                                                ------------     ------------
    Net cash flows provided by operating             5,027           18,049
     activities

INVESTING ACTIVITIES
Additions to real estate assets                     (6,736)          (9,913)
Proceeds from sale of real estate assets             8,246              210
Investment in Price Club Mexico joint venture            -           (2,949)
Additions to notes receivable                         (655)               -
Payments of notes receivable                           538              181
                                                ------------     ------------
    Net cash flows provided by (used in)
     investing activities                            1,393          (12,471)


FINANCING ACTIVITIES
Line of credit repayments                           (1,001)               -
Proceeds from exercise of stock options
     including tax benefit                              10                -
Equity adjustment arising from exchange
     agreement                                           -           (8,764)
                                                ------------     ------------

    Net cash flows used in financing activities
                                                      (991)          (8,764)


    Net increase (decrease) in cash                  5,429           (3,186)
CASH AND CASH EQUIVALENTS  AT BEGINNING OF
 PERIOD                                                  -              1,644
                                                ------------     ------------
CASH AND CASH EQUIVALENTS, LESS BANK CHECKS
 OUTSTANDING, AT END OF PERIOD                      $5,429          $(1,542)
                                                ------------     ------------
                                                ------------     ------------

</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>

                             PRICE ENTERPRISES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                December 24, 1995

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION
Price Enterprises, Inc. (PEI or the Company) became a publicly-traded company on
December 21, 1994, following an exchange offer in which approximately 23.2
million shares of PriceCostco, Inc. were exchanged for shares of PEI.  However,
since August 31, 1994 PEI has operated as a separate company.

The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the 16 weeks ended December 24, 1995 are not necessarily
indicative of the results that may be expected for the year ended August 31,
1996.

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those estimates.

BUSINESS SEGMENTS AND FISCAL YEAR
The Company has investments in two business segments: (1) real estate
operations, and (2) certain merchandising businesses.  The Company's real estate
business reports on a fiscal year which ends on August 31; whereas, the
merchandising businesses report on a 52/53 week fiscal year which ends on the
Sunday nearest August 31.  For ease of presentation, all fiscal years in this
report are referred to as having ended on August 31.

With respect to the real estate segment, each fiscal quarter includes three
calendar months of operating results; however, the merchandising segment's
fiscal quarters are as follows: first quarter -- 16 weeks, second quarter -- 12
weeks, third quarter -- 12 weeks, fourth quarter -- 12 or 13 weeks, depending
upon whether the fiscal year has 52 or 53 weeks.  Fiscal 1995 included 53 weeks.

<PAGE>


                             PRICE ENTERPRISES, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (CONTINUED)

REAL ESTATE ASSETS
Real estate assets are recorded at PEI's historical costs as
adjusted for recognition of impairment losses.

Real estate assets are depreciated using the straight-line method over their
estimated useful lives, which are as follows:


        Land improvements                                15 - 25 years
        Buildings and improvements                       10 - 25 years
        Tenant improvements                      Term of related lease
        Fixtures and equipment                                 5 years
        Certain Price Quest MIS assets                         3 years

Property held for sale is recorded at the lower of cost or management's
estimates of the expected net proceeds to be received from the eventual sale.

MERCHANDISE INVENTORIES
Merchandise inventories, which include merchandise for resale and display
samples, are valued at the lower of cost (first-in, first-out) or market.

REAL ESTATE RENTALS AND DEFERRED RENTS
All leases are classified as operating leases.  Rentals are recognized using the
straight-line method over the terms of the leases.  Deferred rents represent the
excess of real estate rentals recognized on the straight-line basis over cash
received under the applicable lease provisions.  Common area maintenance fees
are included in rental income.

DEFERRED LEASING COSTS
Costs incurred in connection with leasing are deferred and amortized using the
straight-line method over the term of the related lease.  Unamortized leasing
costs are charged to expense upon early termination of the lease.

INCOME TAXES
Income taxes have been provided for in accordance with Statement of Financial
Accounting Standard (SFAS) No. 109, "Accounting for Income Taxes."  SFAS No. 109
requires companies to account for deferred taxes using the asset and liability
method and, accordingly, deferred income taxes are provided to reflect temporary
differences between financial and tax reporting.

<PAGE>

                             PRICE ENTERPRISES, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (CONTINUED)

INCOME TAXES  (CONTINUED)
The operations of the Company for the first quarter ended December 18, 1994 are
included in the consolidated tax returns of PriceCostco.  The provision for
income taxes since that date have been computed for PEI as a stand-alone entity,
therefore, losses incurred by 51% owned subsidiaries were not accorded any tax
benefit.  As of November 27, 1995 both Price Quest and Price Global were
restructured as limited liability companies which are treated as partnerships
for income tax purposes.


NOTE 2 - NOTES RECEIVABLE

Notes receivable are recorded at PEI's historical cost as
adjusted for recognition of impairment losses.  They include amounts loaned to
municipalities and agencies (City Notes) to facilitate real property
acquisitions and improvements.  The City Notes bear interest at rates which
range from 7% to 10%.  Repayment of the majority of these notes is generally
based on that municipality's allocation of sales tax revenues generated by
retail businesses located on a particular property associated with such City
Note.

The Company holds a note receivable from Atlas Hotels, Inc. (Atlas) which is
collateralized by hotel property in San Diego, California.  On April 3, 1995 the
debt obligation was restructured and now requires repayment after five years of
all outstanding indebtedness, with interest accruing on the outstanding
principal at 10% per annum.  Interest is payable monthly at a rate equal to the
six month LIBOR rate plus 2.5% per annum (not to exceed 8% per annum through
December 1, 1996), and the interest not currently payable is added to the
principal amount of the loan.


NOTE 3 - COMMITMENTS AND CONTINGENCIES

On December 19, 1994 and January 4, 1995 Complaints were filed in the United
States District Court, Western District of Washington (entitled SNYDER V
PRICE/COSTCO, INC. ET. AL., Case #C94-1874 and BALSAM V PRICE/COSTCO, INC. ET.
AL., Case #C95-0009, respectively) against defendants including the Company and
certain of its directors.  The two suits have been consolidated for all
purposes.  In November 1995, a Second Amended Complaint was filed.  The
Complaint alleges violation of certain laws and asserts certain related claims,
arising from the exchange offer transaction.  The Company believes that the suit
is without merit and will vigorously defend against the suit.  The Company does
not believe that the ultimate outcome of such litigation will have a material
adverse effect on the Company's financial position or results of operations.

<PAGE>


                             PRICE ENTERPRISES, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


NOTE 4 - LINE OF CREDIT FACILITY

The Company has a revolving credit facility with a commercial bank for up to $25
million in unsecured advances through June 29, 1997.  Interest is charged at the
bank's base rate, or at rates slightly higher than LIBOR pricing, at the
Company's election. There were no outstanding borrowings on this facility as of
December 24, 1995.

<PAGE>

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

   The following discussion and analysis compares the results of operations for
the first quarter of fiscal 1996 ended December 24, 1995 to the first quarter of
fiscal 1995 ended December 18, 1994.  The Company invests in real estate and
related assets, in addition to certain merchandising businesses which include
Price Quest, Price Global Trading and Price Ventures activities.  Where
appropriate, the financial results for these two business segments are discussed
separately.  In those instances where changes are attributed to more than one
factor, the factors are presented in descending order of importance.  All dollar
amounts are in thousands.  The following discussion should be read in
conjunction with the consolidated financial statements and the notes thereto.

REAL ESTATE RENTAL OPERATIONS

<TABLE>
<CAPTION>
                               Revenue           Percent           Operating                          Percent
                                Amount            Change             Income           Change           Change
                              -----------       ----------         ----------       ----------       ----------
<S>                           <C>               <C>                <C>              <C>
 1st Quarter - FY 1996          $13,135          12%                 $6,269            $616            11%
 1st Quarter - FY 1995           11,771            --                 5,653              --              --

</TABLE>

     Each fiscal quarter reflects 3 calendar months of activity for the real
estate segment.  Operating income is defined as rental revenue, including common
area expense reimbursements, less the related real estate expenses including
unreimburseable expenses for unimproved land and certain developed properties
with vacant space, and depreciation.

     The increase in revenue and operating income was due to the opening of the
Pentagon City (VA) center during the second quarter of fiscal 1995 and increases
in rental revenue from properties located in Mapleshade (NJ), Worcester (MA),
and Contra Costa (CA), somewhat offset by a decline in rental revenue in Phoenix
(AZ) due to the sale of the property in March of 1995.


ADJUSTED FUNDS FROM OPERATIONS
<TABLE>
<CAPTION>
                                                   Less                Add           Adjusted
                               Operating       Straight-line      Depreciation      Funds from            Percent
                                Income            Rentals            Expense        Operations             Change
                              -----------       ----------         ----------       ----------       ----------
<S>                           <C>               <C>                <C>              <C>              <C>
 1st Quarter - FY 1996          $6,269            $(780)             $2,492           $7,981          17%

 1st Quarter - FY 1995           5,653             (800)              1,983            6,836             --

</TABLE>

     Real estate industry analysts generally consider funds from operations
(FFO) to be a measure of performance for real estate-oriented companies.  As
defined by the National Association for Real Estate Investment Trusts (NAREIT),
it is the pre-tax income determined in accordance with GAAP, excluding gains
(losses) from sales of property, after adding back depreciation and amortization
expense.  Due to the significance of straight-line rent accruals, which
represent noncash revenues associated with fixed future minimum rent increases,
the Company has adjusted the NAREIT definition to eliminate straight-line rents
when computing its adjusted FFO.

     Adjusted FFO does not represent cash flows from operations as defined by
generally accepted accounting principles and should not be considered as an
alternative to net income as an indicator of the Company's operating performance
or to cash flows as a measure of liquidity.

     The growth in adjusted FFO reflects many of the factors mentioned in the
operating income discussion above.

<PAGE>

GAINS ON SALE OF REAL ESTATE
<TABLE>
<CAPTION>
                                                                 Percent
                              Amount            Change            Change
                            -----------       ----------         ----------
<S>                         <C>               <C>                <C>
 1st Quarter - FY 1996         $478              $478               100%

 1st Quarter - FY 1995            0                --                --

</TABLE>

     Gains on the sale of real estate related to the sales of properties in S.W.
Denver (CO), North Highlands (CA), Sunnyvale (CA), and Palm Harbor (FL),
somewhat offset by a loss on the sale of property in West Palm Beach (FL).



MERCHANDISING OPERATIONS

<TABLE>
<CAPTION>
                                Sales            Percent             Gross            % of            Percent
                                Amount           Change              Margin           Sales            Change
                              -----------       ----------         ----------       ----------       ----------
<S>                           <C>               <C>                <C>              <C>
 1st Quarter - FY 1996          $17,497           -41%               $1,529             8.7%            -22%
 1st Quarter - FY 1995           29,908             ---               1,950             6.5%              ---
</TABLE>

     Merchandise sales include Price Quest and international trading
businesses. Gross margin is defined as merchandise sales less the related
merchandise costs. In fiscal 1996, the decrease in sales is attributed to a
51% decrease in sales for Price Quest, from $12.1 million in first quarter
fiscal 1995 to $5.9 million for the same period in fiscal 1996, primarily as
a result of eliminating merchandise displays.  Price Global Trading sales
declined 42% compared to the prior year due to the continued loss of sales
from certain international trading customers in Hong Kong and Mexico.  These
decreases were somewhat offset by an increase in sales by Price Ventures of
$1.3 million.

   The increase in gross margin as a percent of sales during first quarter
fiscal 1996 was primarily due to the impact of sales generated by ancillary
Price Quest businesses at gross margins higher than last year.  Somewhat
offsetting to this margin increase was the shifting of sales from Price Quest to
the international businesses which typically have a lower gross margin
structure.


<TABLE>
<CAPTION>

MERCHANDISING OPERATING EXPENSES

                                                                      Percent
                                   Amount             Change           Change
                                ----------         ----------        ----------
<S>                             <C>                <C>               <C>
 1st Quarter - FY 1996             $6,671             $1,059            19%
 1st Quarter - FY 1995              5,612                ---               ---

</TABLE>

     The increase in merchandising operating expenses was primarily due to the
shifting of expenses to Price Ventures and Price Global Trading subsequent to
the sale of Price Club Mexico during April of 1995.  Previously these expenses
were reimbursed by the Mexican joint venture.  These increases were partially
offset by a slight decrease in expenses for Price Quest.



GENERAL AND ADMINISTRATIVE EXPENSES

                                                                      Percent
                                  Amount             Change            Change
                                ----------         ----------        ----------
 1st Quarter - FY 1996             $940               $(31)              -3%
 1st Quarter - FY 1995              971                 ---              ---

     The decrease in expenses is due to the inclusion of certain start-up
expenses in the first quarter of fiscal 1995.

<PAGE>


INTEREST INCOME (NET)

                                                                      Percent
                                  Amount             Change            Change
                                ----------         ----------        ----------
 1st Quarter - FY 1996            $1,688              $226              15%
 1st Quarter - FY 1995             1,462               ---              ---

     The increase in interest income was due to higher interest income on the
Atlas note receivable.



MINORITY INTEREST
                                                                      Percent
                                  Amount             Change            Change
                                ----------         ----------        ----------
 1st Quarter - FY 1996            $2,023             $1,273              170%
 1st Quarter - FY 1995               750                ---               ---

     Minority interest reflects PriceCostco's share of the net after-tax losses
generated by Price Quest, Price Global Trading and Mexico Clubs LLC.  In fiscal
1996, the increase in minority interest was due to higher losses from these
 subsidiaries and the impact of not being able to deduct, for income tax
purposes, the related net operating losses.



PROVISION FOR INCOME TAXES


                                                                      Percent
                                  Amount             Change            Change
                                ----------         ----------        ----------
 1st Quarter - FY 1996            $2,656             $1,318              99%
 1st Quarter - FY 1995             1,338                --               --

   During the first quarter of fiscal 1995, losses incurred by the 51%-owned
subsidiaries prior to December 21, 1994 were tax deductible by PriceCostco, and
the corresponding benefits were transferred to these subsidiaries in accordance
with certain tax sharing agreements.  Losses after that date were not
deductible; therefore, income tax expense for the first quarter of fiscal 1996
is higher than the prior year level.  Recently, these subsidiaries  were
restructured as limited liability companies which are treated as partnerships
for income tax purposes.  PEI recognizes a tax benefit for tax losses occurring
subsequent to the restructuring date.

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES
   While the Company is well positioned to finance its business activities
through a variety of sources, it expects to satisfy short-term liquidity
requirements through net cash provided by real estate operations and through
borrowings under the unsecured revolving line of credit facility.  Approximately
$93 million of the Company's real estate assets are being held for sale, and the
cash flow that may ultimately be generated by sales of these properties
represents a major source of additional capital resources.  To the extent that
investment opportunities exceed available cash flow from these sources, the
Company's unleveraged balance sheet should enable it to access significant
amounts of capital through bank credit facilities and/or securitized debt
offerings, or the Company may choose to seek additional funds through future
public equity offerings.

   The Company has a revolving credit facility with a commercial bank for up to
$25 million in unsecured advances through June 29, 1997.  Advances bear
interest, at the Company's option, at either LIBOR plus 0.40% or the bank's Base
Rate, as defined.  The agreement requires that the Company not sell or pledge
certain property with a net book value of $180 million as of August 31, 1995,
that the Company maintain certain net worth and debt-to-equity ratios, and that
a facility fee of 0.15% of the commitment amount be paid annually.  As of
December 24, 1995, there was no outstanding balance on the credit facility.

   Consistent with historical trends, operating income from real estate
activities increases as properties are developed and declines as properties are
sold.  The Company's liquidity is primarily affected by the timing and magnitude
of rental property acquisition, development and disposition.



INFLATION
   Because a substantial number of the Company's leases contain provisions for
rent increases based on changes in various consumer price indices, based on
fixed rate increases, or based on percentage rent if tenant sales exceed certain
base amounts, inflation is not expected to have a significant material impact on
future net income or cash flow from developed and operating properties.  In
addition, substantially all leases are "triple net," whereby specific operating
expenses and property taxes are passed through to the tenant.  For undeveloped
or under-developed properties, inflation could increase the Company's cost of
carrying and developing the properties; however, inflation would likely increase
the future sales value of the properties.



                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS ---

   On December 19, 1994 and January 4, 1995 Complaints were filed in the United
States District Court, Western District of Washington (entitled SNYDER V
PRICE/COSTCO, INC. ET. AL., Case #C94-1874 and BALSAM V PRICE/COSTCO, INC. ET.
AL., Case #C95-0009, respectively) against defendants including the Company and
certain of its directors.  The two suits have been consolidated for all
purposes.  In November 1995, a Second Amended Complaint was filed.  The
Complaint alleges violation of certain laws and asserts certain related claims,
arising from the exchange offer transaction.  The Company believes that the suit
is without merit and will vigorously defend against the suit.  The Company does
not believe that the ultimate outcome of such litigation will have a material
adverse effect on the Company's financial position or results of operations.

   The Company is a party to other routine litigation incident to its business
and to which its property is subject.  The Company's management does not believe
that the ultimate resolution of any of these matters will have a material
adverse impact on the financial position of the Company.

ITEM 2.  CHANGES IN SECURITIES ---

   None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES ---

   None.

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

   None.

ITEM 5.  OTHER INFORMATION ---

   None.

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

   (a)  The following exhibits are included herein or incorporated by reference:
         (15.1) Independent Accountant's Review Report
         (15.2) Letter of Ernst & Young LLP re: Unaudited Interim Financial
                Information
         (27) Financial Data Schedules
   (b)  No reports on Form 8-K were filed for the 16 weeks ended December 24,
        1995.

<PAGE>

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 ENTERPRISES, INC.
                                    REGISTRANT


Date: January 11, 1996              /s/ Robert E. Price
                                    -------------------
                                    Robert E. Price
                                    PRESIDENT & CHIEF EXECUTIVE OFFICER


Date: January 11, 1996              /s/ Daniel T. Carter
                                    --------------------
                                    Daniel T. Carter
                                    EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER