UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-K


(Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
                      For the fiscal year ended December 31, 1999

                                          OR

      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
                                   (NO FEE REQUIRED)

                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 organizational documents)

<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>


           Securities registered pursuant to Section 12(b) of the Act:  None

           Securities registered pursuant to Section 12(g) of the Act:  None

      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 [ ]


      Indicate  by check mark if disclosure of delinquent  filers  pursuant  to
Item 405 of Regulation  S-K is not contained herein, and will not be contained,
to the best of registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part III of this Form 10-K or  any
amendment to this Form 10-K. [X]


                            DOCUMENTS INCORPORATED BY REFERENCE

      Portions of JP Realty Inc.'s proxy statement for its 2000 Annual  Meeting
of   Stockholders  scheduled to be held on May  3,  2000  are  incorporated  by
reference into Part III of this Annual Report on Form 10-K.

<PAGE>

      Certain  matters  discussed under the captions "Business and Properties",
"Management's Discussion  and  Analysis  of  Financial Condition and Results of
Operations", "Quantitative and Qualitative Disclosures  About  Market Risk" and
elsewhere  in this Annual Report on Form 10-K and the information  incorporated
by reference  herein  may constitute forward-looking statements and as such may
involve known and unknown  risks,  uncertainties  and  other  factors which may
cause  the  actual  results, performance and achievements of Price  Development
Company, Limited Partnership  to  be  materially different from future results,
performance  or  achievements  expressed or  implied  by  such  forward-looking
statements.

                                        PART I

ITEMS 1 AND 2.  BUSINESS AND PROPERTIES

      GENERAL

      JP Realty, Inc., a Maryland  Corporation (together with its subsidiaries,
the  "Company"), is the sole general  partner  of  Price  Development  Company,
Limited   Partnership,   a   Maryland   Limited   Partnership  (the  "Operating
Partnership"). The Company is a fully integrated, self-administered  and  self-
managed real estate investment trust ("REIT") primarily engaged in the business
of owning, leasing, managing, operating, developing, redeveloping and acquiring
regional malls, community centers and other commercial and retail properties in
Utah,   Idaho,   Colorado,   Arizona,  Nevada,  New  Mexico  and  Wyoming  (the
"Intermountain  Region"), as well  as  in  Oregon,  Washington  and  California
(together with the  Intermountain  region,  the "Western States").  The Company
was formed on September 8, 1993 to continue and  expand the business, commenced
in  1957,  of certain companies (the "Predecessor Companies")  affiliated  with
John Price,  Chairman  of the Board and Chief Executive Officer of the Company.
The Company conducts all of its business operations through, and as of December
31, 1999 held an 82.2% controlling  general  partner interest in, the Operating
Partnership.  As of December 31, 1999, the Operating  Partnership, on behalf of
the Company, held a portfolio consisting of 51 properties  (the "Properties" or
"Property"), including 18 enclosed regional malls, 25 community centers and two
free-standing  retail  Properties  located  in  ten  states  and six  mixed-use
commercial   Properties   located  primarily  in  the  Salt  Lake  City,   Utah
metropolitan area.  Since 1976,  the Company and the Predecessor Companies have
been responsible for developing more  retail  malls  in  the  region covered by
Utah, Idaho, Colorado, Nevada, New Mexico and Wyoming than any  other developer
having constructed, developed or redeveloped 12 malls in this region  (as  well
as four other malls in Arizona, Oregon and Washington).

      Based  on total gross leasable area (Company-owned leasable area plus any
tenant-owned leasable  area within the Company's Properties ("Total GLA")), the
Company owns and operates  the largest retail property portfolio in each of the
states of Utah, Idaho and Wyoming,  and  is  one  of  the  leading  owners  and
operators  of  retail  shopping  center properties throughout the Intermountain
Region.  As of December 31, 1999,  the  Company's retail portfolio contained an
aggregate of 13,658,418 square feet of Total  GLA  and its commercial portfolio
contained  an  aggregate  of  1,353,576  square  feet  of gross  leasable  area
(Company-owned leasable area within the Company's Properties  ("GLA")).   Based
on Total GLA, the Company's retail Properties were approximately 94% leased  as
of  December  31,  1999  and,  based  on  GLA,  its  commercial Properties were
approximately 93% leased as of that date.  Segment information  for  the  three
years  ended  December  31,  1999,  1998  and 1997 is included in the financial
statements attached to this Annual Report on Form 10-K on pages F-16 and F-17.

      The Company's strategy is to expand its  dominant  market position in the
Intermountain Region, and to continue to achieve cash flow  growth  and enhance
the value of the Properties by increasing their rental income and net operating
income  over  time.   The  Company  expects  to  achieve  rental income and net
operating  income  growth  through re-leasing available space  at  higher  rent
levels and selectively renovating,  expanding  and redeveloping the Properties.
In order to expand its market position, the Company  expects to concentrate its
acquisition and other development activities in the Western States.

      On  April  23, 1999, the Operating Partnership issued  510,000  Series  A
8.75% cumulative redeemable  preferred  units  of limited partner interest (the
"Series A Preferred Units") in a private placement.   Each  Series  A Preferred
Unit  has  a  liquidation value of twenty-five dollars per unit.  The Operating
Partnership used  the  net  proceeds  of  approximately  $12.3  million for the
partial  repayment  of borrowings outstanding under the Operating Partnership's
$200 million unsecured  credit  facility.   The Series A Preferred Units, which
may be redeemed by 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.

<PAGE> 2

      On July 28, 1999, the Operating Partnership  issued  3,800,000  Series  B
8.95%  cumulative  redeemable  preferred units of limited partner interest (the
"Series B Preferred Units") in a  private  placement.   Each Series B Preferred
Unit  has a liquidation value of twenty-five dollars per unit.   The  Operating
Partnership  used  the  net  proceeds of approximately $92 million to repay $90
million  in  borrowings outstanding  under  the  Operating  Partnership's  $200
million unsecured  credit  facility  and increase operating cash.  The Series B
Preferred Units, which may be redeemed by 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  October  1999,  the  Board  of  Trustees  authorized  the  Company to
repurchase up to $25,000,000 of the Company's Common Stock through open  market
purchases  and  private  transactions.  Through March 7, 2000, the Company had
repurchased approximately  1,337,000 shares of Common Stock for a total cost of
approximately $22,758,000.   In connection with the Company's repurchase of its
Common Stock the Operating Partnership  has repurchased an equivalent number of
Units from the Company for approximately $22,758,000.  In connection with the
Company's  repurchase  of its  Common  Stock  the  Operating  Parnterhsip  has
repurchased an equivalent number of Units from the  Company for  approximately
$22,758,000.

      On July 21, 1999, the Operating Partnership borrowed $33,777,000 from the
$200 million unsecured credit facility to  reduce  the  notes  secured  by real
estate,  bearing  interest  at  a  fixed  6.37%  per annum, from $95,000,000 to
$61,223,000.  This transaction unencumbered four regional mall Properties.

      On  October  20,  1999, the Company held a grand  opening  of  its  newly
developed regional mall in  Sierra Vista, Arizona.  The Mall at Sierra Vista is
anchored by Dillard's, Sears  and  Cinemark  Theaters  and  added approximately
335,000  square  feet  of  additional  Total  GLA  to  the  Company's  existing
portfolio.

      The  Operating  Partnership  developed  Provo Towne Centre,  an  enclosed
regional mall in Provo, Utah.  The mall held its  grand  opening on October 28,
1998 and added approximately 723,000 square feet of Total  GLA  as  of December
31,  1998.   Provo  Towne Centre is anchored by Dillard's, JCPenney, Sears  and
Cinemark Theaters and  includes space for more than 80 mall shops.  On November
11, 1999, the mall held a grand opening for its sixteen screen Cinemark Theater
which added approximately 74,000 square feet of additional GLA.

      The Operating Partnership,  through  its  consolidated  partnership Price
Spokane, Limited Partnership, has initiated the expansion of NorthTown Mall, an
enclosed regional mall in Spokane, Washington.  The project will  be  funded by
the  Company's  $200  million  unsecured credit facility and is expected to  be
completed in the third quarter of  2000  which  will  add approximately 100,000
square feet of additional GLA to the Company's existing portfolio.

      Each  of the Company's regional malls is the premier  and  dominant  mall
and, in some  cases,  the  only  mall  within  its  trade area and is generally
considered  to  be  the  financial,  economic  and social center  for  a  given
geographic  area.   The  trade areas surrounding the  Company's  malls  have  a
drawing radius, depending  on  the  mall,  ranging from five to over 150 miles.
The malls have attracted as anchor tenants some  of  the  leading  national and
regional  retail  companies  such  as  JCPenney,  Nordstrom, Wal-Mart, The  Bon
March<e'>, Sears, Dillard's, Mervyn's and ZCMI.  The  18  regional malls in the
portfolio contain an aggregate of approximately 10,291,000 square feet of Total
GLA and range in size from approximately 296,000 to 1,171,000  square  feet  of
Total  GLA.   The community center portfolio consists of 25 Properties in seven
states containing  approximately  3,362,000  square feet of Total GLA.  The two
free-standing retail Properties contain  a  total of approximately 5,000 square
feet of GLA.  The commercial portfolio, which  includes 38 commercial buildings
containing approximately 1,354,000 square feet of  GLA, is primarily located in
the Salt Lake City, Utah area where the Company's headquarters are located.

<PAGE> 3

PROPERTIES

      The  following  tables  set  forth certain information  relating  to  the
Properties, all of which (except as  otherwise indicated) are 100% owned by the
Operating  Partnership.  The Company believes  that  all  such  Properties  are
adequately covered by insurance.

<TABLE>
<CAPTION>
                             RETAIL PROPERTIES

                                                                                                 OCCUPANCY AS OF
                                                                                                     12/31/99
                                                                                               -------------------
                                     FREE                                                      BASED
                                   STANDING  TENANT              TOTAL               TENANT     ON    BASED TENANT OWNER-
                          PROPERTY STORES(2) SHOPS(3) ANCHORS   GLA(4)      GLA(5)    OWNED    TOTAL   ON   SHOP   SHIP
   PROPERTY       LOCATION TYPE(1) (SQ.FT.) (SQ.FT.) (SQ.FT.)  (SQ.FT.)    (SQ.FT.)  (SQ.FT.)   GLA   GLA   SPACE  TYPE(6) ANCHORS
----------------- -------- ----- --------- --------- --------- ---------- ---------- --------- -----  ------------ ------ ---------
<S>               <C>      <C>   <C>       <C>       <C>       <C>        <C>        <C>       <C>    <C>    <C>    <C>   <C>
REGIONAL MALLS

UTAH
----

Cache Valley
 Mall             Logan     RM      30,120    98,132   182,889    311,141    308,641     2,500  94.6%  94.5%  82.8% Fee   JCPenney,
                                                                                                                          ZCMI,
                                                                                                                          Lamonts,
                                                                                                                          C-A-L
                                                                                                                          Ranch

Cottonwood Mall   Holladay  RM      53,300   322,091   379,508    754,899    754,899        --  91.0%  91.0%  78.8% Fee/  JCPenney,
(7)                                                                                                                 GL(8) ZCMI



Provo Towne       Provo     RM       9,564   231,552   556,145    797,261    456,632   340,629  96.0%  93.1%  86.4% Fee   JCPenney,
 Centre (7)                                                                                (9)                            Dillard's
                                                                                                                          Cinemark
                                                                                                                          Theaters,
                                                                                                                          Sears


Red Cliffs Mall   St.       RM      17,425    90,926   277,057    385,408    271,137   114,271  98.6%  98.1%  94.2% Fee   JCPenney,
                  George                                                                  (10)                            Sears,
                                                                                                                          ZCMI,
                                                                                                                          Wal-
                                                                                                                          Mart

IDAHO
------
Boise Towne
 Square (7)       Boise     RM      84,418   392,035   694,463  1,170,916    589,279   581,637   98.6%  97.2%  95.8% Fee/ JCPenney,
                                                                                          (11)                       GL   Dillard's
                                                                                                                     (12) Sears,
                                                                                                                          The Bon
                                                                                                                          March<e'>
                                                                                                                          Mervyn's

Grand Teton Mall  Idaho     RM      29,089   172,624   323,925    525,638    520,018     5,620  95.3%  95.2%  85.7% Fee   JCPenney,
                  Falls                                                                                                   Sears,
                                                                                                                          ZCMI,
                                                                                                                          The Bon
                                                                                                                          March<e'>

Pine Ridge Mall   Pocatello RM      25,818   148,908   437,987    612,713    501,213   111,500  97.5%  96.9%  89.5% Fee/  JCPenney,
                                                                                          (13)                      GL    ZCMI,
                                                                                                                    (14)  The Bon
                                                                                                                          March<e'>
                                                                                                                          Sears,
                                                                                                                          ShopKo


Silver Lake Mall  Coeur     RM      20,090    97,266   217,493    334,849    327,913     6,936  97.1%  97.1%  90.1% Fee   JCPenney,
 (7)              d'Alene                                                                                                 Sears,
                                                                                                                          Emporium,
                                                                                                                          Lamonts

WASHINGTON
-----------
NorthTown Mall    Spokane   RM          --   412,255   541,209    953,464    711,072   242,392  93.9%  91.8%  85.9% Fee   JCPenney,
 (7)                                                                                      (15)                            Sears,
                                                                                                                          Mervyn's,
                                                                                                                          The Bon
                                                                                                                          March<e'>
                                                                                                                          Emporium

Spokane Valley    Spokane   RM      78,480   273,776   371,731    723,987    469,290   254,697  93.3%  89.7%  82.3% Fee   JCPenney,
 Mall (7)                                                                                 (16)                            Sears,
                                                                                                                          The Bon
                                                                                                                          March<e'>

</TABLE>

<PAGE> 4

<TABLE>
<CAPTION>
                             RETAIL PROPERTIES (continued)

                                                                                                OCCUPANCY AS OF
                                                                                                   12/31/99
                                                                                               -------------------
                                     FREE                                                      BASED
                                   STANDING  TENANT              TOTAL               TENANT     ON    BASED TENANT OWNER-
                          PROPERTY STORES(2) SHOPS(3) ANCHORS   GLA(4)      GLA(5)    OWNED    TOTAL   ON   SHOP   SHIP
   PROPERTY       LOCATION TYPE(1) (SQ.FT.) (SQ.FT.) (SQ.FT.)  (SQ.FT.)    (SQ.FT.)  (SQ.FT.)   GLA   GLA   SPACE  TYPE(6) ANCHORS
----------------- -------- ----- --------- --------- --------- ---------- ---------- --------- -----  ------------ ------ ---------
<S>               <C>      <C>   <C>       <C>       <C>       <C>        <C>        <C>       <C>    <C>    <C>    <C>   <C>
REGIONAL MALLS
 (continued)

Three Rivers Mall Kelso     RM     246,890   126,687   188,076    561,653    379,772   181,881  95.6%  93.4%  80.3% Fee   JCPenney,
 (7)                                                                                      (17)                            Sears,
                                                                                                                          The Bon
                                                                                                                          March<e'>
                                                                                                                          Emporium

Oregon
------
Salem Center      Salem     RM      45,000   167,037   438,000    650,037    212,037   438,000  94.3%  82.5%  77.7% Fee/  JCPenney,
                                                                                           (18)                     GL    Nordstrom
                                                                                                                    (19)  Meier &
                                                                                                                          Frank,
                                                                                                                          Mervyn's


WYOMING
----------
Eastridge Mall    Casper    RM      17,500   264,371   289,796    571,667    495,784    75,883  91.7%  90.5%  82.1% Fee   JCPenney,
                                                                                          (20)                            Target,
                                                                                                                          The Bon
                                                                                                                          March<e'>
                                                                                                                          Sears

White Mountain    Rock      RM      26,025   105,992   208,452    340,469    340,469        --  78.1%  78.1%  76.5% Fee   JCPenney,
 Mall             Springs                                                                                                 Herber-
                                                                                                                          gers
                                                                                                                          Wal-Mart

NEW MEXICO
-----------
Animas Valley     Farming-  RM      33,000   221,946   271,155    526,101    466,763    59,338  88.9%  87.5%  73.8% Fee   JCPenney
 Mall             ton                                                                     (21)                            Sears,
                                                                                                                          Dillard's
                                                                                                                          Beall's,



North Plains
 Mall (7)         Clovis    RM      19,076    81,416   195,431    295,923    292,803     3,120  63.9%  63.6%  86.7% Fee   JCPenney,
                                                          (22)                                                            Sears,
                                                                                                                          Beall's,


Mall at Sierra
 Vista            Sierra
                   Vista    RM          --   103,386   231,918    335,304    138,812   196,492  94.3%  86.2%  81.4% Fee   Dillards,
                                                                                           (9)                            Cinemark
                                                                                                                          Theaters,
                                                                                                                          Sears
CALIFORNIA
-----------
Visalia Mall      Visalia   RM       8,510   174,229   257,000    439,739    439,739        --  97.8%  97.8%  94.3% Fee   JCPenney,
                                 --------- --------- --------- ---------- ---------- --------- -----  -----  -----        Gotts-
Subtotal                                                                                                                  chalk's
Regional Malls                     744,305 3,484,629 6,062,235 10,291,169  7,676,273 2,614,896  93.5%  91.2%  84.9%
                                 --------- --------- --------- ---------- ---------- --------- -----  -----  -----

 </TABLE>

<PAGE> 5

<TABLE>
<CAPTION>
                             RETAIL PROPERTIES (continued)

                                                                                                 OCCUPANCY AS OF
                                                                                                     12/31/99
                                                                                               -------------------
                                     FREE                                                      BASED
                                   STANDING  TENANT              TOTAL               TENANT     ON    BASED TENANT OWNER-
                          PROPERTY STORES(2) SHOPS(3) ANCHORS   GLA(4)      GLA(5)    OWNED    TOTAL   ON   SHOP   SHIP
   PROPERTY       LOCATION TYPE(1) (SQ.FT.) (SQ.FT.) (SQ.FT.)  (SQ.FT.)    (SQ.FT.)  (SQ.FT.)   GLA   GLA   SPACE  TYPE(6) ANCHORS
----------------- -------- ----- --------- --------- --------- ---------- ---------- --------- -----  ------------ ------ ---------
<S>               <C>      <C>   <C>       <C>       <C>       <C>        <C>        <C>       <C>    <C>    <C>    <C>   <C>
COMMUNITY CENTERS
AND FREE-STANDING
RETAIL PROPERTIES

UTAH
-----
Cottonwood
 Square           Salt      CC          --    35,467    41,612     77,079     77,079        --  87.2%  87.2%  72.1% Fee/  Albert-
                  Lake                                                                                              GL    sons
                  City

Fort
Union Plaza       Salt      CC      32,968        --        --     32,968     32,968        --  65.1%  65.1%    --  GL    None
                  Lake
                  City

Gateway Crossing  Bountiful CC      35,982    65,853   174,669    276,504    146,466   130,038  82.6%  67.1% 100.0% Fee   ShopKo,
                                                          (22)                            (13)                            TJ Maxx



Nephi Bank        Nephi     FR       3,590        --        --      3,590      3,590        -- 100.0% 100.0%    --  Fee   None

North Temple      Salt      CC          --    10,085    72,376     82,461     10,085    72,376 100.0% 100.0% 100.0% Fee   Albert-
 Shops            Lake                                                                    (23)                            sons,
                  City                                                                                                    Rite-Aid

Orem Plaza-
 Center Street    Orem      CC      15,491    18,814    62,420     96,725     91,125     5,600  97.0%  96.8%  84.6% Fee   Savers,
                                                                                                                          Showbiz
                                                                                                                          Pizza

Orem Plaza-
 State Street     Orem      CC      16,595    19,057    59,055     94,707     27,102    67,605 100.0% 100.0% 100.0% Fee   Rite-Aid
                                                                                          (24)

Plaza 9400        Sandy     CC      34,510    55,445   136,745    226,700    226,700        -- 100.0% 100.0% 100.0% GL    Albert-
                                                                                                                          sons,
                                                                                                                          Fred Meyer

Red Cliffs
 Plaza            St.       CC      20,023        --    46,608     66,631     57,304     9,327 100.0% 100.0%    --  Fee   America's
                  George                                                                                                  Best
                                                                                                                          Furniture
                                                                                                                          Warehouse

River Pointe      West      CC      18,522    56,120   135,707    210,349     56,120   154,229  99.2%  97.1%  97.1% Fee   Albert-
 Plaza            Jordan                                                                (25)                              sons,
                                                                                                                          ShopKo

Riverside Plaza   Provo     CC      10,050    11,384   156,454    177,888    174,888     3,000  99.0%  99.0%  84.8% Fee   Macey's,
                                                                                                                          Rite-Aid,
                                                                                                                          Mac
                                                                                                                          Frugals

University        Orem      CC      33,401    38,544   128,091    200,036    199,136       900  97.0%  97.0%  84.7% Fee   Burlington
 Crossing                                                                                                                 Coat (26),
                                                                                                                          Office
                                                                                                                          Max (27),
                                                                                                                          CompUSA

IDAHO
-----
Alameda Plaza     Pocatello CC      19,049    27,346   143,946    190,341    190,341        -- 100.0% 100.0% 100.0% Fee   Albert-
                                                                                                                          sons,
                                                                                                                          Fred Meyer

Baskin Robbins    Idaho     FR       1,814        --        --      1,814      1,814        -- 100.0% 100.0%    --  Fee   None
 17th Street      Falls

Boise Plaza       Boise     CC          --        --   108,464    108,464    108,464        -- 100.0% 100.0%    --  PI    Burlington
                                                                                                                    (28)  Coat (26),
                                                                                                                          Albertsons
Boise Towne       Boise     CC       6,000    12,000    91,534    109,534    109,534        -- 100.0% 100.0%    --  Fee   Circuit
 Plaza                                                                                                                    City,
                                                                                                                          Linens' n
                                                                                                                          Things,
                                                                                                                          Old
                                                                                                                          Navy

Twin Falls        Twin      CC          --    37,680        --     37,680     37,680        -- 100.0% 100.0%    --  Fee   None(29)
 Crossing         Falls

Yellowstone       Idaho     CC      18,419    36,923   166,733    222,075    220,275     1,800  84.6%  84.5%  55.8% PI    Albert-
 Square           Falls                                                                                             (30)  sons,
                                                                                                                          Fred Meyer
                                                                                                                          (31)
</TABLE>

<PAGE> 6

<TABLE>
<CAPTION>
                             RETAIL PROPERTIES (continued)

                                                                                                OCCUPANCY AS OF
                                                                                                    12/31/99
                                                                                               -------------------
                                     FREE                                                      BASED
                                   STANDING  TENANT              TOTAL               TENANT     ON    BASED TENANT  OWNER-
                          PROPERTY STORES(2) SHOPS(3) ANCHORS   GLA(4)      GLA(5)    OWNED    TOTAL   ON    SHOP    SHIP
   PROPERTY       LOCATION TYPE(1) (SQ.FT.) (SQ.FT.) (SQ.FT.)  (SQ.FT.)    (SQ.FT.)  (SQ.FT.)   GLA    GLA   SPACE  TYPE(6) ANCHORS
----------------- -------- ----- --------- --------- --------- ---------- ---------- --------- -----  ------ -----  ------ ---------
<S>               <C>      <C>   <C>       <C>       <C>       <C>        <C>        <C>       <C>    <C>    <C>    <C>   <C>
COMMUNITY CENTERS
AND FREE-STANDING
RETAIL PROPERTIES

OREGON
------
Bailey Hills      Eugene    CC      12,000    11,895   155,000    178,895     11,895   167,000 100.0% 100.0% 100.0% Fee   Safeway,
 Plaza                                                                                     (32)                           ShopKo


Division
 Crossing         Portland  CC       2,589    24,091    67,960     94,640     92,051     2,589  95.0%  94.9%  80.5% Fee   Thirtfway,
                                                                                                                          Rite-Aid

Halsey Crossing   Gresham   CC       7,267    39,342    52,764     99,373     99,373        --  93.6%  93.6%  83.8% GL    Safeway


NEVADA
-------
Fremont Plaza     Las       CC       6,542    19,648    77,348    103,538    103,538        -- 100.0% 100.0% 100.0% GL    Smith's
                  Vegas                                                                                                   Food &
                                                                                                                          Drug,
                                                                                                                          Sav-On
                                                                                                                          Drug

Plaza 800         Sparks    CC       5,985    21,821   139,607    167,413    167,413        -- 100.0% 100.0% 100.0% GL    Albert-
                                                                                                                          sons,
                                                                                                                          ShopKo
COLORADO
---------
Austin Bluffs     Colorado  CC       9,447    35,859    71,543    116,849     78,902    37,947 100.0% 100.0% 100.0% Fee   Albert-
 Plaza            Springs                                                                 (33)                            sons,
                                                                                                                          Longs
                                                                                                                          Drug


ARIZONA
-------
Fry's Shopping    Glendale  CC       8,564    38,781    71,919    119,264    119,264        -- 100.0% 100.0% 100.0% Fee   Fry's
 Plaza                                                                                                                    Foods

Woodlands
 Village          Flagstaff CC       4,020    43,380   146,898    194,298     91,858   102,440  98.9%  97.7%  95.1% Fee   Bashas',
                                                                                          (10)                            Wal-Mart
CALIFORNIA
----------
Anaheim Plaza     Anaheim   CC      10,000        --    67,433     77,433     77,433        --  12.9%  12.9%    --  PI
                                                          (22)                                                      (34)
                                 --------- --------- --------- ---------- ---------- --------- -----  -----  -----
Subtotal
Community
Centers                            332,828   659,535 2,374,886  3,367,249  2,612,398   754,851  94.2%  92.5%  92.2%
                                 --------- --------- --------- ---------- ---------- --------- -----  -----  -----
Total Retail
 Properties                      1,077,133 4,144,164 8,437,121 13,658,418 10,288,671 3,369,747  93.6%  91.6%  86.0%
                                 ========= ========= ========= ========== ========== ========= =====  =====  =====
</TABLE>

<PAGE> 7

<TABLE>
<CAPTION>
                             RETAIL PROPERTIES (CONTINUED)
<S>    <C>
(1)     Property  type  definitions  are as follows:  Regional  Mall--RM,  Community
        Centers--CC, Free-standing Retail Properties--FR.
(2)     Freestanding stores means leasable  buildings or other structures located on
        a property which are not physically attached to a mall or community center.
(3)     Tenant shops means non-anchor retail  stores  located in a mall or community
        center.
(4)     Represents  Operating  Partnership-owned  leasable   area  and  tenant-owned
        leasable area within the Properties.
(5)     Represents Operating Partnership-owned leasable area within the Properties.
(6)     Ownership  type  definitions  are  as  follows:   Fee, Ground  lease-GL  and
        Partnership Interest-PI.
(7)     Secured Property as of December 31, 1999.
(8)     The Operating Partnership owns a ground lease on one-half acre.
(9)     Tenant-owned space at this Property includes Dillard's and Sears.
(10)    Tenant-owned space at this Property includes Wal-Mart.
(11)    Tenant-owned space at this Property includes Dillard's,  JCPenney, Sears
        and Mervyn's.
(12)    The Operating Partnership owns a ground lease on two acres.
(13)    Tenant owned space at this Property includes ShopKo.
(14)    The  Operating Partnership owns two ground leases on 7.3 acres  and  1.2
        acres.
(15)    Tenant-owned space at this Property includes Sears and Mervyn's.
(16)    Tenant-owned space at this Property includes Sears and The Bon March<e'>
(17)    Tenant-owned space at this Property includes Target and Top Foods.
(18)    Tenant-owned   space  at  this  Property  includes  JCPenney,  Mervyn's,
        Nordstrom and Meier & Frank.
(19)    The Operating Partnership  owns  2.35  acres  in fee and also owns seven
        ground leases on 1.58 acres.
(20)    Tenant-owned space at this Property includes Target.
(21)    Tenant-owned space at this Property includes property  owned  by a third
        party that is vacant.
(22)    Anchor space is vacant as of December 31, 1999.
(23)    Tenant-owned space at this Property includes Albertsons and Rite Aid.
(24)    Tenant-owned space at this Property includes Rite Aid.
(25)    Tenant-owned space at this Property includes Albertsons and ShopKo.
(26)    The Operating Partnership's lease is with Fred Meyer which subleases the
        Property space to Burlington Coat.
(27)    The Operating Partnership's lease is with Fred Meyer which subleases the
        space  to  Burlington  Coat.   33.6%  of  the  space  represented by the
        Burlington Coat sublease is further subleased to Office Max.
(28)    The  Operating  Partnership's  ownership represents a 73.3%  partnership
        interest in the current fee holder of the Property.
(29)    The Operating Partnership's lease  subleases  the  Property  to  several
        other retailers.
(30)    The  Operating  Partnership's  ownership  represents a 83.5% partnership
        interest in the current fee holder of the Property.
(31)    Fred Meyer is paying rent but not occupying  the  space.  The lease ends
        in November 2002.
(32)    Tenant-owned space at this Property includes Safeway and ShopKo.
(33)    Tenant-owned space at this Property includes Longs Drugs.
(34)    The  Operating  Partnership's  ownership  interest  represents   a   50%
        partnership interest in the current ground lease holder of the Property.

<PAGE> 8


</TABLE>
<TABLE>
<CAPTION>
                                                       COMMERCIAL PROPERTIES

<S>                                        <C>                     <C>            <C>             <C>                <C>
                                                                                                       OCCUPANCY
                                                                    PROPERTY            GLA            BASED ON        OWNERSHIP
               PROPERTY                         LOCATION            TYPE (1)         (SQ. FT.)            GLA             TYPE
-----------------------------------------   -------------------     ---------     -------------   ----------------   -------------
UTAH
----
Price Business Center-Pioneer Square        Salt Lake City             BP            497,892             89.9%              Fee
Price Business Center-South Main            Salt Lake City             BP            112,963             94.0%              Fee
Price Business Center-Timesquare            Salt Lake City             BP            289,423             90.3%              Fee
Sears-Eastbay                               Provo                      CP             48,880            100.0%              Fee
Price Business Center-Commerce Park         West Valley City           BP            393,360            100.0%              Fee

IDAHO                                       Boise
-----
Boise/FSB Plaza                                                        CP             11,058             38.6%              Fee
                                                                                  -------------   ----------------
                                                                                    1,353,576            93.2%
                                                                                  =============   ================
</TABLE>
-------------------
(1)  Property  type  definitions are as follows:  Business Park--BP, Commercial
     Property--CP.

SIGNIFICANT PROPERTIES

      Boise Towne Square  contributed  approximately 10% of the Company's total
rental revenue (i.e. minimum rents plus  percentage  rents  ("Rental Revenue"))
for the year ended December 31, 1999.  Additionally, NorthTown  Mall  comprised
in  excess  of 10% of the book value of Company assets and total Rental Revenue
for the year  ended December 31, 1999.  Certain additional information relating
to these Properties is set forth below.

BOISE TOWNE SQUARE

      Boise Towne  Square  is centrally located in Boise, Idaho adjacent to the
main  thoroughfare  of  the  city.   Boise  Towne  Square  was  opened  by  the
Predecessor Companies in October  of  1988.  Boise Towne Square is the dominant
regional mall in its trade area, with several  community  centers  as its major
competition.

      The Company completed in August 1998, a 294,804 square foot expansion  of
Boise  Towne  Square.   The  project added 186,500 square feet of Total GLA for
Dillard's, approximately 44,900 square feet of GLA for the expansion of The Bon
March<e'> and approximately 63,400 square feet of GLA for additional shops.

      The Company leases approximately two acres of land which are utilized for
perimeter parking and landscaping  from  Union  Pacific  Railroad  Company on a
year-to-year basis from December 1 to November 30 at a current rental  rate  of
$25,000  per  year.   Boise Towne Square is part of the collateral of the notes
secured by real estate,  bearing  interest  at a fixed 6.37% per annum, and the
Company believes it is adequately insured.  Depreciation  and  amortization are
taken utilizing the straight-line method over a period of 10 - 40  years with a
net  book  basis  of approximately $47,833,000, $44,720,000 and $31,301,000  at
December 31, 1999,  1998 and 1997, respectively.  It is the Company's policy to
renovate, expand and upgrade as warranted by market conditions.

      As of December  31,  1999, 1998 and 1997, Boise Towne Square was 99%, 98%
and 98% leased, respectively, with an average annual rent from shop tenants per
square  foot  of $22.77, $22.26  and  $19.93  for  the  years  ended  on  those
respective dates.   Three  department  stores,  JCPenney, Dillard's and the Bon
March<e'>, are the only tenants which occupy 10%  or  more of Total GLA at this
Property.   JCPenney  and Dillard's own their own land and  buildings  and  are
subject to a Construction,  Operation  and  Reciprocal  Easement Agreement that
expires in 2078, while The Bon March<e'>'s lease is for a  term  of  20  years,
expiring in 2008, with two 20-year extension options.

<PAGE> 9

      Boise Towne Square's leases will expire on the following schedule:

<TABLE>
<CAPTION>

                                                                              AVERAGE           PERCENTAGE OF GLA
                                                                             ANNUALIZED    REPRESENTED BY EXPIRING LEASES
                                                                                           ------------------------------
                                                            ANNUALIZED      BASE RENT PER     ASSUMING NO ASSUMING FULL
                                NUMBER      APPROXIMATE      BASE RENT      SQ. FT. UNDER     EXERCISE OF  EXERCISE OF
LEASE EXPIRATION               OF LEASES        GLA            UNDER          EXPIRING          RENEWAL      RENEWAL
YEAR ENDING DECEMBER 31, (1)    EXPIRING    SQUARE FEET       EXPIRING         LEASES           OPTIONS      OPTIONS
---------------------------    ---------    -----------     -----------     -------------   -------------- --------------
<S>                            <C>          <C>             <C>             <C>             <C>            <C>
2000                               23          42,092        $  909,038      $    21.60            7.14%        5.92%
2001                               10          23,145           437,824           18.92            3.93%        3.82%
2002                               11          17,315           287,968           16.63            2.94%        1.83%
2003                               18          29,353           670,747           22.85            4.98%        4.49%
2004                               12          39,078           690,975           17.68            6.63%        3.73%
2005                                4          12,251           208,843           17.05            2.08%        2.08%
2006                                7          19,541           362,979           18.58            3.32%        2.29%
2007                                4           9,249           227,900           24.64            1.57%        1.57%
2008                               22         214,328         2,089,711            9.75           36.37%        5.72%
2009 and thereafter                41         119,812         2,926,947           24.43           20.33%       16.50%
                               ---------    -----------                                     -------------- ------------
Total                             152         526,164                                              89.29%      47.95%
                               =========    ===========                                     ============== ============
</TABLE>
--------------------------
(1) Table excludes tenants paying percentage rents in lieu of minimum rents.

<PAGE> 10

NORTHTOWN MALL

      On  August  6,  1998,  the  Company purchased NorthTown Mall, a two-level
949,880 square foot regional mall,  located  in Spokane, Washington.  NorthTown
Mall  is  Spokane's largest mall with competition  coming  from  the  Company's
Spokane Valley  Mall  as  well as one other mall and several community centers.
As  of  December  31,  1999  and  1998,  the  mall  was  94%  and  91%  leased,
respectively, with an average  annual rent from shop tenants per square foot of
$29.47 for the year ended December  31,  1999.  Two department stores, JCPenney
and Sears, are the only tenants which occupy  10%  or more of Total GLA at this
Property.   Sears  owns  its  own  land  and  buildings and  is  subject  to  a
Construction, Operation and Reciprocal Easement Agreement that expires in 2040,
while JCPenney's lease is for a term of 20 years,  expiring  in  2011  with six
five-year extension options.

      NorthTown  Mall is financed in part by a first mortgage.  The balance  at
December  31,  1999  and  1998  on  the  first  mortgage  was  $83,382,000  and
$84,277,000, respectively.   Depreciation  and amortization are taken utilizing
the straight-line method over a period of 10  -  40 years with a net book basis
of approximately $135,183,000 and $126,126,000, at  December 31, 1999 and 1998,
respectively.   The Company is currently constructing  a  100,000  square  feet
expansion at NorthTown  Mall,  which  is  expected to be completed in the third
quarter of 2000.  It is the Company's policy to renovate, expand and upgrade as
warranted by market conditions.

      NorthTown Mall's leases will expire on the following schedule:

<TABLE>
<CAPTION>
                                                                              AVERAGE           PERCENTAGE OF GLA
                                                                             ANNUALIZED    REPRESENTED BY EXPIRING LEASES
                                                                                           ------------------------------
                                                            ANNUALIZED      BASE RENT PER     ASSUMING NO ASSUMING FULL
                                 NUMBER     APPROXIMATE      BASE RENT      SQ. FT. UNDER     EXERCISE OF  EXERCISE OF
LEASE EXPIRATION               OF LEASES        GLA            UNDER          EXPIRING          RENEWAL      RENEWAL
YEAR ENDING DECEMBER 31, (1)    EXPIRING    SQUARE FEET       EXPIRING         LEASES           OPTIONS      OPTIONS
---------------------------    ---------    -----------     -----------     -------------   -------------- -------------
<S>                           <C>          <C>             <C>             <C>             <C>            <C>
2000                               10          16,132       $  395,674      $    24.53            2.27%         2.27%
2001                               22          25,496          819,833           32.16            3.59%         3.48%
2002                               27          80,294        1,575,141           19.62           11.29%        10.99%
2003                               14          21,006          608,234           28.96            2.95%         2.95%
2004                               14          32,339          756,357           23.39            4.55%         4.55%
2005                               10          19,956          609,476           30.54            2.81%         2.81%
2006                               10          22,283          691,066           31.01            3.13%         3.13%
2007                               11          28,246          825,772           29.24            3.97%         3.97%
2008                                2           3,957           97,500           24.64             .56%          .56%
2009 and thereafter                16         354,930        2,786,740            7.85           49.91%         7.23%
                               ---------    -----------                                     -------------- -------------
Total                             136         604,639                                            85.03%        41.94%
                               =========    ===========                                     ============== =============
</TABLE>
-------------------------
(1) Table excludes tenants paying percentage rents in lieu of minimum rents.

<PAGE> 11

THE OPERATING PARTNERSHIP'S LARGEST TENANTS

      Large stores (over 20,000 square feet  per  store)  occupy  61.53% of the
Total GLA of the Company's regional malls and community centers.  The Company's
largest  tenants  include JCPenney, Sears, The Bon March<e'>, Dillard's,  ZCMI,
Wal-Mart,  Mervyns,   Meier   &  Frank,  The  Emporium,  Gottschalk's,  ShopKo,
Albertsons, Fred Meyer and Burlington  Coat.   No  tenant represented more than
4.37% of the Company's total Rental Revenues for the  year  ended  December 31,
1999.

      ANCHORS

      Regional  malls  and community centers usually contain one or more  large
retail  companies  known as  "anchors."   Anchors,  which  include  traditional
department stores, general  merchandise stores, large fashion specialty stores,
value oriented specialty stores  and discount stores, usually inventory a broad
range of products that appeal to many  shoppers.   Anchors either own their own
stores (and sufficient parking) or lease their stores  from  the  owner  of the
mall  or  center.   Although  the  rent  and  other charges paid by anchors are
usually much less (on a per square foot basis)  than the rent and other charges
paid  by  other tenants, their presence typically attracts  many  shoppers  and
enhances the value of a mall or community center.

      Anchor  tenants  in  the regional malls include: JCPenney, Sears, The Bon
March<e'>, Dillard's, ZCMI,  Mervyn's,  Wal-Mart,  Meier & Frank, The Emporium,
Gottschalk's,  ShopKo,  Cinemark  Theaters,  Lamonts,  Target   and  Nordstrom.
Anchors in the regional malls occupy 58.9% of Total GLA of the regional  malls.
The  following  table  summarizes the Total GLA owned and leased as of December
31, 1999 by these anchors:

<TABLE>
<CAPTION>
                                                                                                                        COMPANY-
                                                 COMPANY-                                                                 OWNED
                                NUMBER OF          OWNED                              ANCHOR                          ANCHOR SPACES
                                 ANCHOR           SQUARE         ANCHOR-OWNED        TOTAL GLA          PERCENT          AS % OF
          ANCHOR                 STORES            FEET           SQUARE FEET       SQUARE FEET        TOTAL GLA       REVENUE (1)
--------------------------     ----------     --------------   ----------------   ---------------  ----------------  --------------
<S>                            <C>            <C>              <C>                <C>              <C>               <C>
JCPenney                           17            1,205,146          243,591          1,448,737            9.65%          4.37%
Sears                              13              546,847          611,001          1,157,848            7.71%          2.10%
The Bon March<e'>                   7              499,927          120,420            620,347            4.13%          2.94%
Dillard's                           4               72,212          493,863            566,075            3.77%            *
ZCMI                                5              562,754               --            562,754            3.75%          1.64%
Mervyn's                            3                   --          241,560            241,560            1.61%           --
Wal-Mart                            2               86,944          114,271            201,215            1.34%            *
Meier & Frank                       1                   --          183,500            183,500            1.22%           --
The Emporium                        3              153,003               --            153,003            1.02%            *
Gottschalk's                        1              150,000               --            150,000            1.00%            *
ShopKo                              1                   --          111,500            111,500             .74%           --
Cinemark Theaters                   2              109,416               --            109,416             .73%            *
Lamonts                             2               80,953               --             80,953             .54%            *
Target                              1                   --           75,883             75,883             .51%           --
Nordstrom                           1                   --           72,000             72,000             .48%           --

</TABLE>
--------------------------
    *    Less than 1%
    (1)  Revenue defined as minimum rents plus percentage rents

<PAGE> 12

  Anchor tenants occupying  the  greatest  amount of Total GLA in the Company's
community centers are ShopKo, Albertsons, Fred  Meyer,  Burlington  Coat,  Rite
Aid,  Safeway,  Wal-Mart  and Macey's.  Anchors in the community centers occupy
approximately  70.5% of Total  GLA  of  the  community  centers.  The following
table  summarizes  the Total GLA owned and leased as of December  31,  1999  by
these anchors:

<TABLE>
<CAPTION>                                                                                                             COMPANY-
                                                                           ANCHOR-       ANCHOR                        OWNED
                                           NUMBER         COMPANY-          OWNED       TOTAL GLA       PERCENT     ANCHOR SPACES
                                          OF ANCHOR        OWNED          SQUARE      SQUARE FEET       TOATL        AS % OF
           ANCHOR                          STORES       SQUARE FEET        FEET      ANCHOR SPACES       GLA         REVENUE
--------------------------------          ---------    --------------    ----------  ---------------   ---------  ---------------
<S>                                       <C>          <C>               <C>         <C>               <C>        <C>
ShopKo                                        4           104,000           297,140       401,140         2.67%          *
Albertsons                                    9           269,098            82,663       351,761         2.34%          *
Fred Meyer                                    3           309,944                --       309,944         2.06%          *
Burlington Coat (2)                           2           174,248                --       174,248         1.16%          *
Rite Aid                                      4            70,583            52,080       122,663         0.82%          *
Safeway                                       2            52,764            53,000       105,764         0.70%          *
Wal-Mart                                      1                --           102,440       102,440         0.68%         --
Macey's                                       1            59,350                --        59,350         0.40%          *

</TABLE>
--------------------------
*      Less than 1%.
(1)    Revenue defined as minimum rents plus percentage rents.
(2)    Sublease from Fred Meyer, Inc.


MAJOR TENANTS

      Non-anchor  tenants  owned  by  major  national  retail  chains  lease  a
considerable amount  of  space in the Company's retail Properties.  Such retail
chains include: Venator Group  (Footlocker,  Lady  Footlocker, Kids Footlocker,
Northern  Reflections,  Afterthoughts,  Champs and San  Francisco  Music  Box),
Limited Group (Lane Bryant, Lerner, Limited  Express, Victoria's Secret, Bath &
Body Works, Structure and Ambercrombie & Fitch), The Buckle, Eddie Bauer, Zales
Corporation,  Gymboree,  Lenscrafters,  Disney, Fred  Meyer  Jewelers,  Millers
Outpost, Waldenbooks, B. Dalton Bookseller,  Barnes  &  Noble,  Gap Stores Inc.
(Gap,  Gap  Kids,  Baby  Gap, Gap Body, Old Navy and Banana Republic),  General
Mills  (Olive Garden and Red  Lobster),  Deb  Shops,  Regis,  Maurices,  Famous
Footwear, Pearle Vision, Radio Shack, Kay-Bee Toys, Claire's Boutique, Schubach
Jewelers,  Helzberg, Ben Bridge, Camelot Music, Musicland (Sam Goody, Musicland
and Sun Coast  Pictures),  Sole Outdoors, Finish Line, Foot Action, Ann Taylor,
Natural  Wonders,  Hallmark,  American  Greetings,  Contempo  Casuals,  Payless
Shoesource, Ritz Camera, Motherhood Maternity, GNC, Wet Seal, Brookstone, Vista
Optical and Couch House.

LEASES

      Most of the Company's leases are long-term leases that contain fixed base
rents and step-ups in rent typically  occurring  every  three  to  five  years.
These leases generally pass through to the tenant such tenant's share of common
area charges, including insurance costs and real estate taxes.  Generally,  all
of  the regional mall leases and certain of the community center leases include
roof  and  structure repair costs in common area charges.  The Company's leases
also generally  provide  for  additional  rents based on a percentage of tenant
sales.  For the years ended December 31, 1999,  1998  and 1997, such percentage
and   overage  rents  accounted  for  approximately  4.8%,  5.4%,   and   6.1%,
respectively,  of total Rental Revenue from the Properties owned by the Company
during such periods.

<PAGE> 13

      The following table sets forth information relating to the Rental Revenue
from the Properties for the periods indicated:

<TABLE>
<CAPTION>
                                                                         YEARS ENDED DECEMBER 31,
                                    --------------------------------------------------------------------------------------------
PROPERTY TYPE                            1999                1998                1997               1996              1995
------------------------------      -------------       --------------     ---------------    ---------------   ----------------
<S>                                 <C>                 <C>                <C>                <C>               <C>
                                                                (Dollars in thousands)
Regional Malls                      $      79,218       $       62,673     $        44,005    $        36,286   $         29,299
Community Centers and
 Free-Standing Retail Properties           16,999               14,718              13,192             13,591             12,173
Commercial Properties                       6,518                6,548               6,323              6,631              5,633
                                    -------------       --------------     ---------------    ---------------   ----------------
Total                               $     102,735       $       83,939     $        63,520    $        56,508   $         47,105
                                    =============       ==============     ===============    ===============   ================
</TABLE>

VACANT SPACE

     Approximately  961,000 square feet or 6.4% of Total GLA was vacant as of
December 31, 1999.  Of this vacant space, approximately 673,000 square feet was
in the regional mall  portfolio (21.6% of which is anchor and 78.4% of which is
mall shop space), 196,000 square feet was in the community center portfolio and
92,000 square feet was in the commercial portfolio.

     The following tables  set  forth information relating to lease expirations
for retail stores in the regional  malls  and  community  centers  as  well  as
commercial  property leases in effect as of December 31, 1999 over the ten-year
period commencing  January 1, 2000 and thereafter for large stores (over 20,000
square feet) and small  stores  (20,000  square  feet  or  less)  at the retail
Properties  and for all leases at the commercial Properties.  Unless  otherwise
indicated, all  information  set  forth  below assumes that none of the tenants
exercise renewal options and excludes leases  that  had  not  commenced  as  of
December 31, 1999.

<PAGE> 14

<TABLE>
<CAPTION>
                                                       REGIONAL MALLS
                                                  Lease Expirations for
                                                Retail Store Leases (over 20,000 square feet)
                                                                                                       AVERAGE
                                                                                ANNUALIZED         ANNUALIZED BASE
                                                                                   BASE            RENT PER SQUARE
         LEASE EXPIRATION                    NUMBER OF      APPROXIMATE         RENT UNDER           FOOT UNDER
           YEAR ENDING                        LEASES          GLA IN              EXPIRING             EXPIRING
           DECEMBER 31,                      EXPIRING       SQUARE FEET           LEASES              LEASES (1)
-----------------------------------       --------------  ---------------      -------------     ------------------
<S>                                       <C>             <C>                 <C>               <C>
2000                                             --                  --       $           --    $           --
2001                                              4             212,118              616,346              2.91
2002                                              4             189,375              817,984              4.32
2003                                              3             106,613              330,302              3.10
2004                                              4             328,748              768,601              2.34
2005                                              1              33,421              111,605              3.34
2006                                              2             147,560              440,236              2.98
2007                                              1              50,061              222,992              4.45
2008                                              4             385,466            1,661,205              4.31
2009 and thereafter                              25           2,042,558           10,663,310              5.22
                                          --------------  ---------------
Total                                            48           3,495,920
                                          ==============  ===============
</TABLE>



<TABLE>
<CAPTION>
                                                       REGIONAL MALLS
                                                  Lease Expirations for
                                                Retail Store Leases (20,000 square feet or less)
                                                                                                       AVERAGE
                                                                               ANNUALIZED         ANNUALIZED BASE
                                                                                   BASE            RENT PER SQUARE
         LEASE EXPIRATION                    NUMBER OF      APPROXIMATE         RENT UNDER           FOOT UNDER
           YEAR ENDING                        LEASES          GLA IN              EXPIRING             EXPIRING
           DECEMBER 31,                      EXPIRING       SQUARE FEET           LEASES              LEASES (1)
-----------------------------------       --------------  ---------------      -------------     ------------------
<S>                                       <C>             <C>                 <C>               <C>

2000                                             148           249,818         $  4,243,572      $      16.99
2001                                             132           247,427            4,002,370             16.18
2002                                             144           291,890            4,969,568             17.03
2003                                             106           217,477            3,858,692             17.74
2004                                             114           277,294            4,843,109             17.47
2005                                              71           160,806            3,539,309             22.01
2006                                              65           154,460            3,527,866             22.84
2007                                              94           218,649            5,193,045             23.75
2008                                             113           295,855            6,086,232             20.57
2009 and thereafter                              186           634,582           12,234,121             19.28
                                          --------------  ---------------
Total                                          1,173         2,748,258
                                          ==============  ===============
</TABLE>
------------------------
   (1)  Excludes tenants paying percentage rents in lieu of minimum rents.

<PAGE> 15

<TABLE>
<CAPTION>
                                                         COMMUNITY CENTERS
                                                       Lease Expirations for
                                           Retail Store Leases (over 20,000 square feet)
                                                                                                       AVERAGE
                                                                                                   ANNUALIZED BASE
                                                                              ANNUALIZED BASE      RENT PER SQUARE
         LEASE EXPIRATION                    NUMBER OF      APPROXIMATE         RENT UNDER           FOOT UNDER
           YEAR ENDING                        LEASES          GLA IN              EXPIRING             EXPIRING
           DECEMBER 31,                      EXPIRING       SQUARE FEET           LEASES              LEASES (1)
-----------------------------------       --------------  ---------------      -------------     ------------------
<S>                                       <C>             <C>                 <C>               <C>

2000                                               1           40,320          $   162,288       $       4.03
2001                                               4          323,260              749,011               2.32
2002                                               2          133,861              343,645               2.57
2003                                               6          246,867              751,486               3.04
2004                                               1           25,525               37,956               1.49
2005                                               1           43,118               70,246               1.63
2006                                               1           37,680              122,460               3.25
2007                                               2           90,960              120,000               1.32
2008                                               1           41,612              139,761               3.36
2009 and thereafter                               14          502,475            3,828,481               7.62
                                          --------------  ---------------
Total                                             33        1,485,678
                                          ==============  ===============
</TABLE>

<TABLE>
<CAPTION>
                                                         COMMUNITY CENTERS
                                                       Lease Expirations for
                                          Retail Store Leases (20,000 square feet or less)
                                                                                                      AVERAGE
                                                                                ANNUALIZED         ANNUALIZED BASE
                                                                                   BASE            RENT PER SQUARE
         LEASE EXPIRATION                    NUMBER OF      APPROXIMATE         RENT UNDER           FOOT UNDER
           YEAR ENDING                        LEASES          GLA IN              EXPIRING             EXPIRING
           DECEMBER 31,                      EXPIRING       SQUARE FEET           LEASES              LEASES (1)
-----------------------------------       --------------  ---------------      -------------     ------------------
<S>                                       <C>             <C>                 <C>               <C>

2000                                              44            97,753         $ 1,074,260       $          10.99
2001                                              55           130,036           1,309,274                  10.07
2002                                              40           111,434           1,016,478                   9.12
2003                                              25            94,923           1,094,947                  11.54
2004                                              34            92,479           1,243,582                  13.45
2005                                               5            21,826             250,308                  11.47
2006                                               8            36,235             464,925                  12.83
2007                                               3             9,363             115,143                  12.30
2008                                               3             7,352             127,727                  17.37
2009 and thereafter                               14            83,521           1,231,307                  14.74
                                          --------------  ---------------
Total                                             231          684,922
                                          ==============  ===============
</TABLE>
--------------------------
(1)  Excludes tenants paying percentage rents in lieu of minimum rents.

<PAGE> 16

<TABLE>
<CAPTION>
                                                       LEASE EXPIRATIONS FOR
                                                       COMMERCIAL PROPERTIES
                                                                                  AVERAGE
                                                                                ANNUALIZED         ANNUALIZED BASE
                                                                                   BASE            RENT PER SQUARE
         LEASE EXPIRATION                    NUMBER OF      APPROXIMATE         RENT UNDER           FOOT UNDER
           YEAR ENDING                        LEASES          GLA IN              EXPIRING             EXPIRING
           DECEMBER 31,                      EXPIRING       SQUARE FEET           LEASES              LEASES (1)
-----------------------------------       --------------  ---------------      -------------     ------------------
<S>                                       <C>             <C>                 <C>               <C>

2000                                            15            439,934          $ 2,272,404       $       5.17
2001                                             7             56,215              354,027               6.30
2002                                             9            163,585            1,173,975               7.18
2003                                             6            171,275              723,061               4.22
2004                                            11            224,746            1,318,004               5.86
2005                                            --                 --                   --                 --
2006                                            --                 --                   --                 --
2007                                            --                 --                   --                 --
2008                                            --                 --                   --                 --
2009 and thereafter                              1             72,133              375,638               5.21
                                          --------------  ---------------
Total                                           49          1,127,888
                                          ==============  ===============
</TABLE>
---------------------
(1)  Excludes tenants paying percentage rents in lieu of minimum rents.

      As  leases  expire,  the Company currently expects to be able to increase
Rental Revenue by re-leasing the underlying space (either to a new tenant or to
an existing tenant) at rental  rates  that  are  at or higher than the existing
rates.

OPERATIONS AND MANAGEMENT

      The  Company  performs  all  property  management   functions   for   the
Properties.   At  December  31,  1999,  the Company had 353 full-time employees
devoted exclusively to property management.  Each of the regional malls has on-
site management and maintenance personnel  as  well  as  a  marketing  staff to
assist  the  mall tenants in promoting and advertising their products.  Overall
supervision of  mall  operations,  headed  by  a Director of Enclosed Malls, is
conducted in a centralized fashion in order to take  advantage  of economies of
scale  and to deliver a uniform presentation of all management functions.   The
Company's internal property management information system enables it to quickly
determine  tenant  status,  tenant  gross  sales, insurance, and other critical
information in order to effectively manage the  affairs  of  its  real property
portfolio.  The data collected regarding percentage sales allows the Company to
predict sales, to retain tenants and enhance mall stability.

      The   Leasing/Development   Department  is  responsible  for  maintaining
relationships  with  tenants that afford  the  Company  opportunities  for  new
development and expansion.   The Company conducts an active program of leasing,
within the common area space of  its  malls  and  community centers, kiosks and
other  promotional  displays  on a seasonal basis.  In  addition  to  increased
customer traffic, this approach generates additional revenue for the Company.

      The Company's property management  efforts  will  continue to be directed
toward  improving  the attractiveness and appeal of its retail  Properties  and
providing a pleasant  shopping  environment in order to increase overall tenant
sales and rents.  The Company strives  to  meet the needs of its tenants in the
areas  of promotion, marketing and ongoing management  of  its  Properties  and
seeks to bring together a sufficient critical mass of complementary upscale and
brand-name  tenants.   As  part of its Property management efforts, the Company
monitors tenant mix, store size,  sales  results and store locations, and works
closely with tenants to improve the overall  performance  of their stores.  The
Company seeks to anticipate trends in the retailing industry  and introduce new
retail  names  and  concepts  into its retail Properties in response  to  these
trends.  The Company maintains  its  malls  and  community centers to very high
standards and believes that the aesthetics, ambiance  and  cleanliness of these
Properties contribute to repeat visits by customers.

<PAGE> 17

DEVELOPMENTS

      Since  1976,  the  Company  and  the  Predecessor  Companies   have  been
responsible  for  developing  more retail malls in the region covered by  Utah,
Idaho, Colorado, Nevada, New Mexico  and  Wyoming  than  any  other  developer,
having  constructed, developed or redeveloped 12 malls in this region (as  well
as four other  malls in Arizona, Oregon and Washington).  The Company maintains
the in-house capability  to  bring  a  project from concept to completion.  The
Leasing/Development  Department  had  a total  of  30  full-time  employees  at
December  31,  1999,  including  directors   of  Leasing,  Development,  Tenant
Coordination and Design/Drafting.

      The Operating Partnership developed the Mall at Sierra Vista, an enclosed
regional mall in Sierra Vista, Arizona.  The mall  held  its  grand  opening on
October  20, 1999 and added approximately 335,000 square feet of Total  GLA  to
the Company's  existing  portfolio.   The  Mall  at Sierra Vista is anchored by
Dillard's, Sears and Cinemark Theaters and includes  space for approximately 48
mall shops.

      The  Operating  Partnership  developed Provo Towne  Centre,  an  enclosed
regional mall in Provo, Utah.  The mall  held  its grand opening on October 28,
1998 and added approximately 723,000 square feet  of Total GLA to the Company's
existing portfolio as of December 31, 1998.  Provo  Towne Centre is anchored by
Dillard's, JCPenney, Sears and Cinemark Theaters and  includes  space  for more
than  80  mall shops.  On November 11, 1999, the mall held a grand opening  for
its sixteen  screen  Cinemark  Theater  which added approximately 74,000 square
feet of additional GLA.

      During 1999, the Operating Partnership  developed  an additional building
at  Halsey  Crossing,  a  community  center  in  Gresham,  Oregon,   and  added
approximately 16,300 square feet of GLA to this community center. During  1999,
the  Company  also added approximately 18,000 square feet of GLA at Boise Towne
Plaza in Boise,  Idaho,  approximately  12,500  square  feet  of GLA at Spokane
Valley  Mall  in  Spokane, Washington and approximately 34,200 square  feet  of
Total GLA for Guesthouse Inn at Three Rivers Mall in Kelso, Washington.

      The Operating  Partnership,  through  its  consolidated partnership Price
Spokane, Limited Partnership, has initiated the expansion of NorthTown Mall, an
enclosed regional mall in Spokane, Washington.  The  project  will be funded by
the  Company's  $200  million unsecured credit facility and is expected  to  be
completed in the third  quarter  of  2000  which will add approximately 100,000
square  feet  of  additional  GLA.   Additionally,  the  Company  is  currently
contemplating the expansion and renovation  of  several other of its Properties
as well as other developments and acquisitions.

      Further, the Properties contain approximately  108  acres  of vacant land
suitable  for  additional retail expansion projects.  Likewise, the  Properties
include additional improved land ready for development of approximately 273,100
square feet of free-  standing  retail  space.  The Company will seek to expand
these and other Properties in its retail  portfolio,  as well as newly acquired
properties, depending on tenant demand and market conditions.

THIRD-PARTY PROPERTY MANAGEMENT

      The  Company  provides  third-party property management  for  two  office
buildings, one located in Salt  Lake  City,  Utah,  and one in Park City, Utah,
five  commercial  buildings located in Albuquerque, New  Mexico,  Creve  Coeur,
Missouri, Dallas, Texas,  Escondido, California, Houston, Texas and Silver Lake
Plaza, a community center,  located  in  Coeur  d'Alene, Idaho.  In addition to
these  arrangements,  the  Company  plans to pursue other  property  management
opportunities.  Because property management  facilitates  an understanding of a
property's value and potential for cash flow growth, the Company believes that,
in  addition  to  generating  property  management  fees, third-party  property
management arrangements can be a source of future acquisitions for the Company.
For example, the Company was the property manager for Eastridge Mall and Silver
Lake Mall prior to their acquisitions by the Company.

EMPLOYEES

      The  Operating  Partnership,  which is managed by  the  Company  as  sole
general partner, does not have any employees.   The  Company  had approximately
440 full-time employees and approximately 160 part-time employees  at  December
31,  1999.   The  Company  believes its relationship with its employees is very
good.  None of the Company's employees are unionized.

<PAGE> 18

ITEM 3.  LEGAL PROCEEDINGS

      The Operating Partnership  is  not  aware  of  any  pending or threatened
litigation  at  this  time that will have a materially adverse  effect  on  the
Company, the Operating  Partnership or any of the Properties or its development
parcels.


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

      No matters were submitted  to  the  limited  partners  of  the  Operating
Partnership during the fourth quarter period covered by this report.

                                        PART II

ITEM  5.  MARKET  FOR  THE  REGISTRANT'S  COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

      At December 31, 1999, there was no established  public trading market for
the  Operating  Partnership's  common  units of limited partner  interest  ("OP
Units"), Series A Preferred Units or Series B Preferred Units.  As of March 22,
2000, there were 61 holders of OP Units,  1  holder of Series A Preferred Units
and 2 holders of Series B Preferred Units.

      The following table sets forth the distributions  declared per OP Unit
for each of the quarters presented:

<TABLE>
<CAPTION>
                                                                    Distributions
                                                                      Declared
                                                                     Per OP Unit
                                                                   --------------
<S>                                                                <C>
YEAR ENDED 12/31/98
First Quarter                                                      $         .450
Second Quarter                                                               .450
Third Quarter                                                                .450
Fourth Quarter                                                               .465

YEAR ENDED 12/31/99
First Quarter                                                      $         .465
Second Quarter                                                               .465
Third Quarter                                                                .465
Fourth Quarter                                                               .480
</TABLE>

      During  1999  and  1998,  the  Operating  Partnership recorded  regular
quarterly  distributions  to  common  unitholders  totaling  $39,615,000  and
$38,609,000, respectively, or $1.875 and $1.815 per  OP  Unit,  respectively.
On behalf of the Operating Partnership, the Board of Directors of the Company
has  declared  a  quarterly  distribution,  payable to holders of OP Units of
record as of April 6, 2000, of $.48  per OP Unit which is an amount equivalent
to an annual distribution of $1.92 per OP Unit.  Future distributions will be
determined by the Board of Directors of the  Company,  the general partner of
the Operating Partnership, and  will  be  dependent  upon cash  available for
distribution, financial position and cash requirements of the Company and the
Operating Partnership.

      The Operating Partnership makes quarterly distributions to the Series A
and Series B preferred unitholders  on  the  last  day  of  each March, June,
September and December.  For the year ended December 31, 1999,  distributions
for  the Series A Preferred Units and Series B Preferred Units were  $768,000
and $3,661,000, respectively.


ITEM 6.     SELECTED FINANCIAL DATA

      The  following  table  sets forth selected financial and other data for
the Operating Partnership for  the years ended December 31, 1999, 1998, 1997,
1996 and 1995.  The historical financial information for all the periods have
been derived from the audited historical consolidated financial statements.

<PAGE> 19

      The  following  selected  financial   information  should  be  read  in
conjunction with all of the financial statements  included  elsewhere  herein
and  "Management's Discussion and Analysis of Financial Condition and Results
of Operations."

                                   SELECTED FINANCIAL DATA
                       (Dollars in thousands except per share amounts)

<TABLE>
<CAPTION>
                                              1999              1998              1997             1996              1995
                                          ------------      ------------     -------------     ------------     --------------
<S>                                       <C>               <C>              <C>               <C>              <C>
Revenues                                  $    133,565      $    109,069     $      82,973     $     72,949     $       60,950
                                          ------------      ------------     -------------     ------------     --------------
Expenses
Operating Expenses before Interest,
 Depreciation and Amortization                  43,620            36,088            27,434           24,405             20,389
Interest                                        27,769            20,501             9,066            7,776              6,623
Depreciation and Amortization                   25,798            19,543            13,410           11,979             11,528
                                          ------------      ------------     -------------     ------------     --------------
 Total                                          97,187            76,132            49,910           44,160             38,540
                                          ------------      ------------     -------------     ------------     --------------
                                                36,378            32,937            33,063           28,789             22,410

Minority Interest in Income of
 Consolidated Partnerships                        (482)             (421)             (394)            (389)              (421)
Equity in Net Loss of Partnership                   --                --                --               --               (184)
Interest
Gain on Sales of Real Estate                        --             1,096               339               94                918
                                          ------------      ------------     -------------     ------------     --------------
Income Before Extraordinary Item                35,896            33,612            33,008           28,494             22,723
Extraordinary Item - Loss on Early
 Extinguishment of Debt                           (985)               --              (162)              --                 --
                                          ------------      ------------     -------------     ------------     --------------
 Net Income                                     34,911            33,612            32,846           28,494             22,723
Preferred Unit Distribution                     (4,429)               --                --               --                 --
                                          ------------      ------------     -------------     ------------     --------------
Net Income Available to Common            $     30,482      $     33,612     $      32,846     $     28,494     $       22,723
                                          ============      ============     =============     ============     ==============
Unitholders
Basic Earnings Per OP Unit (1):
 Income Before Extraordinary Item         $       1.48      $       1.58     $        1.57     $       1.45     $         1.26
 Extraordinary Item                              (0.04)               --             (0.01)              --                 --
                                          ------------      ------------     -------------     ------------     --------------
 Net Income                               $       1.44      $       1.58     $        1.56     $       1.45     $         1.26
                                          ============      ============     =============     ============     ==============
Diluted Earnings Per OP Unit (1):
 Income Before Extraordinary Item         $       1.48      $       1.57     $        1.55     $       1.44     $         1.26
 Extraordinary Item                              (0.05)               --             (0.01)              --                 --
                                          ------------      ------------     -------------     ------------     --------------
 Net Income                               $       1.43      $       1.57     $        1.54     $       1.44     $         1.26
                                          ============      ============     =============     ============     ==============
Distributions per OP Unit                 $      1.875      $      1.815     $       1.755     $      1.695     $        1.635
                                          ============      ============     =============     ============     ==============
</TABLE>

<TABLE>
<CAPTION>
BALANCE SHEET DATA
<S>                                       <C>               <C>              <C>              <C>              <C>
Real Estate, before Accumulated
Depreciation                              $   876,388       $    815,756     $     619,371     $    453,241     $      388,205
Total Assets                                  776,226            733,155           545,684          381,360            327,061
Borrowings                                    438,241            472,990           283,390          162,375            106,406
Partners' Capital
  General Partner                             182,951            204,384           207,581          172,286            175,604
  Preferred Limited Partner                   104,571                 --                --               --                 --
  Common Limited Partner                       30,471             32,537            33,426           32,380             34,138
OTHER DATA
Funds From Operations (2)                      53,880             50,397            45,028           39,195             32,139
Net Operating Income                           89,945             72,981            55,539           48,544             40,561
</TABLE>

<PAGE> 20

<TABLE>
<CAPTION>

                                          NUMBER OF PROPERTIES/TOTAL GLA AT DECEMBER 31,

                                                1999               1998             1997             1996             1995
                                            -------------      ------------     ------------     ------------     -------------
<S>                                         <C>                <C>              <C>              <C>              <C>
Number of Properties at Year-End                       51                50               48               44                43
                                            =============      ============     ============     ============     =============
Total GLA in Square Feet at Year-End:
Malls                                          10,291,000         9,810,000        7,745,000        5,553,000         5,020,000
Community Centers and
Free-Standing Retail Properties                 3,367,000         3,191,000        3,164,000        3,091,000         3,091,000

Commercial Properties                           1,354,000         1,354,000        1,418,000        1,418,000         1,394,000
                                            -------------      ------------     ------------     ------------     -------------
Total                                          15,012,000        14,355,000       12,327,000       10,062,000         9,505,000
                                            =============      ============     ============     ============     =============
</TABLE>
-------------------------
(1)  Basic  Earnings  Per  OP Unit based on 21,238,000, 21,298,000, 21,119,000,
     19,668,000 and 18,037,000  weighted average number of OP Units outstanding
     for  the  years ended December  31,  1999,  1998,  1997,  1996  and  1995,
     respectively.    Diluted   Earnings  Per  OP  Unit  based  on  21,267,000,
     21,401,000, 21,285,000, 19,753,000 and 18,103,000 weighted diluted average
     number of OP Units outstanding  for  years  ended December 31, 1999, 1998,
     1997, 1996, and 1995, respectively.
(2)  The Company, the general partner of the Operating  Partnership,  considers
     funds  from operations to be an appropriate measure of the performance  of
     an equity  REIT.  Funds from operations ("FFO") is defined by the National
     Association of Real  Estate  Investment  Trusts  ("NAREIT") as "net income
     (computed  in  accordance with generally accepted accounting  principles),
     excluding gains (or losses) from debt restructuring and sales of property,
     plus   depreciation   and   amortization   and   after   adjustments   for
     unconsolidated  partnerships  and  joint  ventures."   While  the  Company
     believes  that  FFO  is  the  most relevant and widely used measure of its
     operating performance, it does not represent cash generated from operating
     activities in accordance with generally accepted accounting principles and
     is not indicative of cash available to fund cash needs.  FFO should not be
     considered  as an alternative to  net  income  as  an  indication  of  the
     Company's or  the  Operating  Partnership's operating performance or as an
     alternative  to  cash  flow  as a measure  of  liquidity.   The  Company's
     presentation of FFO, however,  may  not  be  comparable to other similarly
     titled measures used by other equity REITs.  See  "Management's Discussion
     and Analysis of Financial Condition and Results of  Operations - Liquidity
     and Capital Resources."

<PAGE> 21

ITEM  7.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL  CONDITION  AND
           RESULTS OF OPERATIONS

OVERVIEW

      The following discussion should be read  in  conjunction  with  "Selected
Financial  Data"  and  the  consolidated  financial statements of the Operating
Partnership and the notes thereto appearing elsewhere herein.

      The  Company  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  the
Intermountain Region,  as  well  as  in Oregon, Washington and California.  The
Company conducts all of its business operations  through,  and  held  an  82.2%
controlling  general  partner  interest  in,  the  Operating  Partnership as of
December  31,  1999.   The Company's general partner interest of the  Operating
Partnership was calculated  using  the  outstanding  OP  Units and excludes any
outstanding Series A or Series B Preferred Units.  The Operating  Partnership's
existing  portfolio  consists  of  51  Properties, in three operating segments,
including 18 enclosed regional malls, 25  community  centers  together  and two
free-standing  retail Properties and six mixed-use commercial Properties.   The
Operating Partnership's  financial  condition  as of December 31, 1999 and 1998
and results of operations before depreciation for  the  years  then  ended were
positively  impacted  by  the  October  20,  1999 opening of the Mall at Sierra
Vista, the October 28, 1998 opening of Provo Towne  Centre,  the August 6, 1998
acquisition  of  NorthTown  Mall,  the December 30, 1997 acquisition  of  Salem
Center, the June 1997 acquisitions of Silver Lake Mall and Visalia Mall and
the  August  13,  1997  opening  of Spokane  Valley  Mall.   The  Operating
Partnership's acquisition and development activities added a combined 4,757,000
square feet of Total GLA to the retail portfolio during 1999, 1998 and 1997.

RESULTS OF OPERATIONS

      COMPARISON OF YEAR ENDED DECEMBER  31,  1999  TO  YEAR ENDED DECEMBER 31,
1998

      For  the year ended December 31, 1999, income before  extraordinary  item
and minority  interest  of  unitholders  in the Operating Partnership increased
$2,284,000  or  7% when compared to the year  ended  December  31,  1998.   The
improvement in operations  was primarily attributable to the following factors:
an increase in minimum rents  of  $18,381,000;  an  increase  in percentage and
overage  rents  of  $415,000;  and  an  increase in recoveries from tenants  of
$5,693,000.  These increases were offset  by  an increase in operating expenses
of $7,320,000, an increase in general and administrative  expense  of $212,000,
an  increase  in interest expense of $7,268,000 and an increase in depreciation
and amortization of $6,255,000.

      For the year  ended  December  31,  1999, funds from operations increased
$3,483,000 or 7% as compared to 1998, primarily as a result of acquisitions and
developments as discussed herein.

      Total revenues for the year ended December 31, 1999 increased $24,496,000
or 22% to $133,565,000 as compared to $109,069,000  in  1998.  This increase is
primarily  attributable to a $18,381,000 or 23% increase in  minimum  rents  to
$97,829,000  compared  to  $79,448,000  in  1998.  Percentage and overage rents
increased  $415,000 or 9% to $4,906,000, as compared  to  $4,491,000  in  1998.
Additionally,   recoveries   from   tenants  increased  $5,693,000  or  24%  to
$29,471,000 as compared to $23,778,000  in  1998.  Recoveries from tenants as a
percentage of operating expenses were 80% in both 1999 and 1998.

      The October 1999 opening at the Mall at  Sierra  Vista,  the  August 1998
acquisition of NorthTown Mall, the August 1998 expansion of Boise Towne Square,
the October 1998 opening of Provo Towne Centre and the October 1998 addition of
Sears  to  Red  Cliffs  Mall  and  Sears  Tire  and  Battery to Red Cliff Plaza
contributed  $12,296,000  to  the  minimum  rent  increase,   $355,000  to  the
percentage  and  overage  rents  increase  and  $3,833,000  of the increase  in
recoveries from tenants.  Minimum rents increased $1,957,000  from  a  non-cash
transaction  in  which  a consolidated partnership of the Operating Partnership
received a building in exchange  for  cancellation of a long-term ground lease.
The remaining $4,128,000 increase in minimum  rents was the result of increases
experienced  for  the  balance  of  the  Operating Partnership's  portfolio  of
Properties.

      Revenues recognized from straight-line  rents  were $1,273,000 in 1999 as
compared to $931,000 in 1998.

      Property operating expenses, including operating and maintenance expense,
and real estate taxes and insurance expense increased  $4,819,000  or  27%  and
$2,501,000  or  21%,  respectively,  for  the  year ended December 31, 1999, as
compared to 1998.  These increases were attributable  mainly  to the opening of
the  Mall  at Sierra Vista, the acquisition of NorthTown Mall, the  opening

<PAGE> 22

of Provo Towne Centre and the expansion of Boise Towne Square.  These Properties
contributed $3,708,000  to  operating and maintenance expense and $1,565,000 to
taxes and insurance.

      General  and  administrative   expenses   increased  $212,000  or  3%  to
$6,618,000  in  1999  as  compared  to  $6,406,000 in 1998.   The  increase  is
primarily related to increased costs associated  with the growth of the Company
due  to  the  acquisition  of  NorthTown  Mall  and the openings  of  developed
Properties.

      Interest expense increased $7,268,000 or 35%  to  $27,769,000  in 1999 as
compared  to  $20,501,000  in  1998.  This increase is the result of additional
interest on new borrowings for newly  added  GLA,  the acquisition of NorthTown
Mall  and  a  decrease  in capitalized interest due to completed  GLA  and  was
partially offset by the reduction of borrowings outstanding, funded by the sale
of the Series A Preferred  Units  and  the  Series  B  Preferred  Units  by the
Operating Partnership.  Interest capitalized on projects under development  was
$2,404,000 in 1999 as compared to $3,754,000 in 1998.

      Depreciation  expense  increased  $6,208,000  or  36%  to  $23,514,000 as
compared  to  $17,306,000  in  1998.   This increase was primarily due  to  the
acquisition  of  NorthTown  Mall, changes in  asset  lives  on  certain  tenant
improvements as a result of early lease terminations and increased GLA.

COMPARISON OF YEAR ENDED DECEMBER 31, 1998 TO YEAR ENDED DECEMBER 31, 1997

      For the year ended December  31,  1998,  income before extraordinary item
and  minority  interest of unitholders in the Operating  Partnership  increased
$604,000 or 2% when  compared  to  the  year  ended  December  31,  1997.   The
improvement  in operations was primarily attributable to the following factors:
an increase in  minimum  rents  of  $19,824,000;  an increase in percentage and
overage  rents  of  $595,000;  an  increase  in  recoveries   from  tenants  of
$5,579,000;  and  an  increase in other revenues of $240,000.  These  increases
were offset by an increase  in operating expenses of $7,695,000, an increase in
general and administrative expense of $959,000, an increase in interest expense
of $11,435,000 and an increase in depreciation and amortization of $6,133,000.

      For the year ended December  31,  1998,  funds  from operations increased
$5,369,000 or 12% as compared to 1997 primarily as a result of acquisitions and
developments as discussed herein.

      Total revenues for the year ended December 31, 1998 increased $26,096,000
or 31% to $109,069,000 as compared to $82,973,000 in 1997.   This  increase  is
primarily  attributable  to  a  $19,824,000 or 33% increase in minimum rents to
$79,448,000 in 1998 as compared to $59,624,000 in 1997.  Percentage and overage
rents increased $595,000 or 15% to $4,491,000 in 1998 as compared to $3,896,000
in 1997.  Additionally, recoveries  from tenants increased $5,579,000 or 31% to
$23,778,000  in  1998  as compared to $18,199,000  in  1997  and  other  income
increased $240,000.  Recoveries  from  tenants  as  a  percentage  of operating
expenses were 80% in 1998 as compared to 83% in 1997.

      The  June  1997  acquisitions  of Silver Lake Mall and Visalia Mall,  the
August  13,  1997  opening  of  Spokane Valley  Mall,  the  December  30,  1997
acquisition of Salem Center, the  August  6, 1998 acquisition of NorthTown Mall
and the October 28, 1998 opening of Provo Towne  Centre contributed $15,371,000
to  the  minimum rent increase, $887,000 to the percentage  and  overage  rents
increase and  $4,971,000  of  the  increase  in  recoveries  from tenants.  The
November  1997  opening  of  Boise  Towne Plaza contributed $1,100,000  to  the
minimum rent increase and $139,000 to  the increase in recoveries from tenants.
Commercial  property  revenues increased $950,000  to  $8,299,000  in  1998  as
compared to $7,349,000  in 1997.  The increase in commercial properties revenue
was primarily due to new  tenant  leases  with  higher tenant recoveries offset
somewhat by decreased occupancy levels.

      Revenues recognized from straight-line rents  were  $931,000  in  1998 as
compared to $505,000 in 1997.

      Property operating expenses, including operating and maintenance expense,
and  real  estate  taxes  and insurance expense increased $4,601,000 or 34% and
$3,094,000 or 36%, respectively,  for  the  year  ended  December  31,  1998 as
compared  to  1997.   These increases were attributable to the acquisitions  of
NorthTown Mall, Salem Center, Silver Lake Mall and Visalia Mall and the opening
of Spokane Valley Mall,  Boise  Towne  Plaza  and  Provo  Towne  Centre.  These
Properties  contributed  $4,570,000  to  operating and maintenance expense  and
$2,487,000 to taxes and insurance.

      General  and  administrative  expenses   increased  $959,000  or  18%  to
$6,406,000  in  1998  as  compared  to $5,447,000 in  1997.   The  increase  is
primarily related to increased costs  associated with the growth of the Company
due to the acquisitions of NorthTown Mall,  Salem  Center, Silver Lake Mall and
Visalia  Mall and the opening of Spokane Valley Mall,  Boise  Towne  Plaza  and
Provo Towne Centre.

<PAGE> 23

      Interest  expense increased $11,435,000 or 126% to $20,501,000 in 1998 as
compared to $9,066,000  in  1997.   This  increase  is the result of additional
interest on new borrowings to acquire NorthTown Mall, Salem Center, Silver Lake
Mall  and  Visalia Mall and on borrowings related to Spokane  Valley  Mall  and
Provo Towne  Centre.   Interest  capitalized  on projects under development was
$3,754,000 in 1998 as compared to $3,509,000 in 1997.

      Depreciation expense increased $5,504,000  or  47% to $17,306,000 in 1998
as compared to $11,802,000 in 1997.  This increase was  primarily  due  to  the
acquisition of NorthTown Mall, Salem Center, Silver Lake Mall and Visalia Mall,
the  opening  of  Spokane  Valley  Mall, Boise Towne Plaza and Provo Towne
Centre and tenant allowances given on existing GLA.

LIQUIDITY AND CAPITAL RESOURCES

      The Operating Partnership's principal  uses  of its liquidity and capital
resources  have  historically  been for distributions,  property  acquisitions,
development,  expansion  and  renovation  programs  and  debt  repayment.   The
Operating Partnership declared  quarterly  distributions aggregating $1.875 per
OP  Unit in 1999.  Future distributions will  be  determined  based  on  actual
results of operations and cash available for distribution.

      The  Operating  Partnership's  principal  source of liquidity is the cash
flow  from  operations  generated  from  its real estate  investments.   As  of
December  31,  1999,  the  Operating Partnership's  cash  and  restricted  cash
amounted  to  approximately  $10.9  million.   In  addition  to  its  cash  and
restricted  cash, unused capacity  under  its  $200  million  unsecured  credit
facility totaled $99.5 million at year end.

      The Operating  Partnership  generally intends to distribute approximately
70% to 80% of its funds from operations  with  the remaining amounts to be held
for  capital  expenditures and additional growth.   The  Operating  Partnership
expects to meet  its  other  short-term  cash requirements, including recurring
capital  expenditures  related  to maintenance  and  improvements  of  existing
Properties, through undistributed  funds  from  operations,  cash  balances and
advances under the credit facility.

      The  Operating  Partnership  prepares  an annual capital expenditure  and
maintenance  budget  for  each  Property  which  includes  provisions  for  all
necessary recurring capital improvements.  The Operating  Partnership  believes
that its undistributed funds from operations will provide the necessary funding
for  these  requirements.   The Operating Partnership believes that these funds
will be sufficient to cover (i) tenant finish costs associated with the renewal
or replacement of current tenant  leases  as  existing  leases  expire and (ii)
capital expenditures which will not be reimbursed by tenants.  During 1999, the
Operating   Partnership   had   capital  expenditures,  totaling  approximately
$64,869,000.   This  amount  consists   of  $56,801,000  in  revenue  enhancing
construction  and  development,  $4,793,000   in   revenue   enhancing   tenant
allowances,  $1,782,000 in non-revenue enhancing tenant allowances and $658,000
in other non-revenue enhancing capital expenditures.  The Operating Partnership
also paid $835,000  in leasing commissions to outside parties.  Of this amount,
$125,000 was considered  revenue  enhancing  and  $710,000  was considered non-
revenue   enhancing.   Exclusive  of  construction  and  development,   capital
expenditures   (both  revenue  and  non-revenue  enhancing)  for  the  existing
Properties are budgeted in 2000 to be approximately $7.8 million.

      The Operating  Partnership's  principal  long-term liquidity requirements
will  be the repayment of principal on its outstanding  secured  and  unsecured
indebtedness.    At  December  31,  1999,  the  Operating  Partnership's  total
outstanding indebtedness  was  approximately $438.2 million.  Such indebtedness
included: (i) the outstanding balance  on  the  $200  million  unsecured credit
facility which equaled approximately $91 million at December 31,  1999  and  is
due  October  2000;  (ii)  the  $12.2 million 8.5% note secured by real estate,
which requires a balloon payment  of  approximately  $11.9  million  in October
2000;  (iii) the $61.2 million 6.37% notes secured by real estate which  mature
in January 2001; (iv) the Provo Towne Centre construction loan of approximately
$43.8 million  which  is  due  in  July  2001;  (v)  the  Spokane  Valley  Mall
construction  loan  of approximately $41.6 million which is due in August 2001;
(vi) the $100 million  senior  notes  principal  payable  at $25 million a year
beginning March 2005; and (vii) the $83.4 million 6.68% first  mortgage,  which
requires a balloon payment of approximately $73.0 million in September 2008.

      The  Operating  Partnership  is  also  contemplating  the  expansion  and
renovation  of  several  of  its existing Properties and additional development
projects and acquisitions as a  means  to  expand its portfolio.  The Operating
Partnership does not expect to generate sufficient  funds  from  operations  to
meet  such  long-term  needs  and  intends  to  finance these amounts primarily
through  advances under the $200 million unsecured  credit  facility,  together
with equity  and  debt  offerings  and  individual  property  financings.   The
availability  of  such  financing  will  influence  the Operating Partnership's
decision  to  proceed  with,  and the pace of its development  and  acquisition
activities.

<PAGE> 24

      On April 23, 1999, the Operating  Partnership  issued  510,000  Series  A
Preferred  Units  in  a  private  placement.   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  net  proceeds  of
approximately $12.3 million for the partial repayment of borrowings outstanding
under the $200  million  unsecured  credit  facility.   On  July  28, 1999, the
Operating Partnership also issued 3,800,000 Series B 8.95% Preferred Units in a
private   placement.   Each  Series  B  Preferred  Unit  represents  a  limited
partnership  interest with a liquidation value of twenty-five dollars per unit.
The Company used the proceeds of approximately $92 million to repay $90 million
in borrowings  outstanding under the $200 million unsecured credit facility and
increase operating  cash.  Quarterly distributions to the holders of the Series
A and Series B Preferred  Units  are  due  on the last day of each March, June,
September and December.

      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,  allowed for up to an aggregate of $400 million of
securities to be offered by the  Company  and  the  Operating  Partnership.  On
March  11,  1998, the Operating Partnership under this registration  statement,
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 at 7.24%. Interest payments are due semi annually on
March 11 and  September 11 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  $200  million  unsecured credit facility.  At
December 31, 1999, the Company and the Operating Partnership  had  an aggregate
of  $300  million in registered securities available under its effective  shelf
registration statement.

      The Operating  Partnership intends to fund its distribution, development,
expansion, renovation,  acquisition and debt repayment activities from its $200
million unsecured credit  facility as well as other debt and equity financings,
including public financings.   The  Operating  Partnership's  ratio of debt-to-
total market capitalization was approximately 50% as of December 31, 1999.

      The  Company  believes  that to facilitate a clear understanding  of  the
Operating  Partnership's  consolidated   historical   operating   results,  the
Operating Partnership's net income should be examined in conjunction with funds
from  operations.   The  Company  considers  funds  from  operations  to be  an
appropriate  measure  of  the  performance  of  an  equity  REIT.   Funds  from
operations  ("FFO") is defined by NAREIT as "net income (computed in accordance
with generally  accepted  accounting  principles),  excluding gains (or losses)
from   debt  restructuring  and  sales  of  property,  plus  depreciation   and
amortization  and  after  adjustments for unconsolidated partnerships and joint
ventures."  While the Company believes that FFO is the most relevant and widely
used measure of its operating performance, it does not represent cash generated
from operating activities in  accordance  with  generally  accepted  accounting
principles  and  is  not indicative of cash available to fund cash needs.   FFO
should not be considered  as  an  alternative to net income as an indication of
the Company's operating performance  or  as  an  alternative  to cash flow as a
measure of liquidity.  The Company's presentation of FFO, however,  may  not be
comparable to other similarly titled measures used by other equity REITs.

      The Operating Partnership's calculation of FFO is as follows:
<TABLE>
<CAPTION>
                                                                         YEARS ENDED DECEMBER 31,
                                                                   ------------------------------------
<S>                                                                <C>                    <C>
                                                                        1999                  1998
                                                                   --------------         -------------
                                                                           (DOLLARS IN THOUSANDS)
Income Before Minority Interest, Gain on Sales
 of Real Estate and Extraordinary Item                             $       36,378         $      32,937
 Add: Depreciation of Buildings & Improvements                             23,395                17,072
 Add: Amortization of Deferred Leasing Costs                                  632                   665
 Less: Minority Interest of the Preferred Unitholders                      (4,429)                   --
 Less: Minority Interest in Income of Consolidated Partnerships              (349)                 (277)
 Less:  Minority Interest in Depreciation                                    (769)                   --
 Less:  Income from One-Time, Lease Termination Settlement
  Net of Minority Interest of $979                                           (978)                   --
                                                                    -------------         -------------
 Funds From Operations                                              $      53,880         $      50,397
                                                                    =============         =============
</TABLE>

<PAGE> 25

YEAR 2000 ISSUES

      In  the  past,  many  computer  software  programs were written using two
digits rather than four to define the applicable  year.   As  a  result,  date-
sensitive  computer  software  may recognize a date using "00" as the year 1900
rather than the year 2000.  This  is  generally  referred  to  as the Year 2000
("Y2K")  issue.   If  this  situation  were to occur, the potential exists  for
computer system failures or miscalculations  by  computer programs, which could
disrupt the Operating Partnership's operations.

      The Operating Partnership developed a comprehensive strategy for updating
its  systems  for  Y2K  compliance.   The  Operating Partnership's  information
technology ("IT") systems include software and  hardware purchased from outside
vendors, as well as in-house developed software.   The Operating Partnership is
confident  that  vendor  developed  software and hardware  has  been  made  Y2K
compliant  through  installing  and  compliance  testing  vendor  provided  Y2K
updates.  In-house developed software has been identified, assessed and tested.
As of the date of this report, the Operating Partnership has not experienced any
significant failures in its IT system as a result of the  date  change  to  the
year 2000.

      The  Operating Partnership believes that the identification of its non-IT
systems which  may  be impacted by the Y2K problem, including those relating to
property management (e.g.  alarm  systems and HVAC systems) has been completed,
and  that  modifications, validation  and  implementation  are  complete.   The
Operating Partnership  did  not  experience  any problems in this area when the
year changed to 2000 and we do not anticipate any future problems.

      As of December 31, 1999, the Operating Partnership has spent an aggregate
of approximately $131,000 to address the Y2K issue.  Costs included incremental
salary  and  fringe benefits for personnel, hardware  and  software  costs  and
consulting and  travel  expenses  associated with addressing Y2K issues.  These
costs were expensed as incurred or,  in  the  case  of  equipment  or  software
replacement,  were  capitalized  and depreciated over the expected useful life.
The Operating Partnership believes  additional  costs related to the Y2K issues
will not be material.

      The  pervasiveness  of  the  Y2K issue makes it  likely  that  previously
unidentified  issues  will require remediation  during  the  normal  course  of
business.   In  such  a  case,   the  Operating  Partnership  anticipates  that
transactions  could  be processed manually  while  IT  and  other  systems  are
repaired or updated and  that  such  interruptions would have a minor effect on
the Operating Partnership's operations.

INFLATION

      Inflation has remained relatively low during the past three years and has
had   minimal  impact  on  the  operating  performance   of   the   Properties.
Nonetheless, substantially all of the retail tenants' leases contain provisions
designed  to  protect  the  Operating Partnership from the impact of inflation.
Such provisions include clauses  enabling  the Operating Partnership to receive
percentage rents based on tenants' gross sales,  which  generally  increase  as
prices  rise,  and/or escalation clauses, which generally increase rents during
the terms of the  leases.   In  addition, many of the leases are for terms less
than ten years, which may enable  the Operating Partnership to replace existing
leases with new leases at higher base  and/or  percentage rents if rents of the
existing leases are below then-existing market rates.  Substantially all of the
leases,  other  than  those  for  anchors,  require  the   tenants   to  pay  a
proportionate  share  of operating expenses, including common area maintenance,
real estate taxes and insurance,  thereby  reducing the Operating Partnership's
exposure to increases in costs and operating expenses resulting from inflation.

      However, inflation may have a negative  impact  on  some of the Operating
Partnership's other operating items.  Interest and general  and  administrative
expenses may be adversely affected by inflation as these specified  costs could
increase  at  a rate higher than rents.  Also, for tenant leases with specified
rent increases,  inflation  may  have  a  negative effect as the specified rent
increases in these leases could be lower than  the  increase  in  the inflation
rate at any given time.

OTHER MATTERS

      The Operating Partnership has reviewed all recently issued, but  not  yet
adopted  accounting  standards  in order to determine their effects, if any, on
the results of operations or financial  position  of the Operating Partnership.
Based on that review, the Operating Partnership believes  that  none  of  these
pronouncements  will  have  a significant effect on current or future results of
operations or financial position.

<PAGE> 26

      The statements contained  in this Annual Report on Form 10-K that are not
purely  historical fact are forward  looking  statements  including  statements
regarding   the   Operating  Partnership's  expectations,  budgets,  estimates,
contemplations and  Y2K compliance.  All forward looking statements included in
this document are based  on  information available to the Operating Partnership
on the date hereof, and the Operating  Partnership  assumes  no  obligation  to
update  any  such  forward looking statements.  It is important to note that the
Operating Partnership's  actual  results  could differ materially from those in
such  forward  looking  statements.   Certain factors  that  might  cause  such
differences  include  those  relating to changes  in  economic  climate,  local
conditions, law and regulations,  the  relative  illiquidity  of  real property
investments,   the   potential  bankruptcy  of  tenants  and  the  development,
redevelopment  or  expansion   of   Properties   and   unexpected  developments
surrounding the Y2K issues.


ITEM 7A.  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.  Even though its  philosophy  is  to
maintain  a  fairly  low  tolerance  to  interest  rate  fluctuation  risk, the
Operating Partnership is still vulnerable, however, to significant fluctuations
in  interest  rates  on  its  variable  rate  debt,  on any future repricing or
refinancing of its fixed rate debt and on future debt.

      The Operating Partnership uses long-term and medium-term debt as a source
of capital.  At December 31, 1999, the Operating Partnership  had approximately
$261,849,000  in  outstanding  fixed  rate  debt,  consisting  of  $100,000,000
unsecured senior notes and $161,849,000 in mortgages and notes secured  by real
estate.   The  various  fixed rate debt instruments mature starting in the year
2000 through 2095.  The weighted  average  rate  of  interest on the fixed rate
debt was approximately 7.0% for the year ended December  31,  1999.   When debt
instruments of this type mature, the Operating Partnership typically refinances
such debt at the then-existing market interest rates which may be more  or less
than  the  interest  rates  on  the  maturing debt.  In addition, the Operating
Partnership  may  attempt  to  reduce interest  rate  risk  associated  with  a
forecasted issuance of new fixed  rate  debt  by  entering  into  interest rate
protection agreements.  The Operating Partnership has approximately $12,211,000
in fixed rate debt maturing in 2000.

      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.  At December
31,   1999,  the  Operating  Partnership  had  approximately  $176,392,000   in
outstanding  variable  rate debt.  The weighted average rate of interest on the
variable interest rate debt  was approximately 6.8% for the year ended December
31, 1999.  If the interest rate  for  the Operating Partnership's variable rate
debt  increased or decreased by 1% during  2000,  the  Operating  Partnership's
interest  rate  expense on its outstanding variable rate debt would increase or
decrease, as the case may be, by approximately $1,764,000.

      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 structure.


ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The financial statements and supplementary data are  listed  in the Index
to Financial Statements and Financial Statement Schedules appearing on Page F-1
of this Form 10-K.

<PAGE> 27

ITEM  9.CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
        FINANCIAL DISCLOSURE.

      During  the  two  most recent fiscal years, the Operating Partnership has
not experienced any changes in or disagreements with its independent auditors.


                                PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      The Operating Partnership  does  not  have  any  directors  or  executive
officers.    The  Company,  as  the  sole  general  partner  of  the  Operating
Partnership, controls  the  day-to-day operations of the Operating Partnership.
Information regarding (i) the Company's Directors appears under the appropriate
caption  in the Company's proxy  statement  for  its  2000  Annual  Meeting  of
Stockholders  to  be  filed  with the Commission pursuant to Regulation 14A and
(ii) the Company's Executive Officers  appears  in  Item  4A  of  the Company's
Annual Report on Form 10-K for the year ended December 31, 1999.  The Operating
Partnership does not have any equity securities registered pursuant  to Section
12  of  the Securities Exchange Act of 1934 and, therefore, is not required  to
provide the information requested by Item 405 of Regulation S-K.


ITEM 11. EXECUTIVE COMPENSATION

      The  Operating  Partnership  does  not  have  any  directors or executive
officers.   The  Company,  as  the  sole  general  partner  of  the   Operating
Partnership,  controls  the day-to-day operations of the Operating Partnership.
Information  regarding  executive   compensation  of  the  Company's  Executive
Officers appears under the appropriate caption in the Company's proxy statement
for its 2000 Annual Meeting of Stockholders  to  be  filed  with the Commission
pursuant to Regulation 14A.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The  Operating  Partnership  does not have any voting securities  or  any
directors or executive officers and,  therefore, is not required to provide the
information requested by Item 403 of Regulation S-K.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The Operating Partnership does not  have  any  voting  securities  or any
directors or executive officers and, therefore, is not required to provide  the
information requested by Item 404 of Regulation S-K.


                                        PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

      (a) (1) and (2) Financial Statements and Financial Statements Schedules

         See  Index  to  Financial Statements and Financial Statement Schedules
         appearing on page F-1 of this Form 10-K

      (b)Reports on Form 8-K

         None

      (c) Exhibits

<PAGE> 28
                                       EXHIBIT INDEX

                                        DESCRIPTION
                                        -----------
<TABLE>
<CAPTION>
EXHIBIT                                                                                                             PAGE
NUMBER                                                                                                              NUMBER
------                                                                                                              ------
<S>             <C>            <C>                                                                                  <C>
4.1                            Form of Debt Security (4.6)*
4.2                            Indenture, dated March 11, 1998, by and between the Operating Partnership and The
                               Chase Manhattan Bank as trustee (4.8)*
4.3                            First Supplemental Indenture, dated March 11, 1998, by and between the Operating
                               Partnership and The Chase Manhattan Bank as Trustee (4.9)*
10.1                           Second Amended and Restated Agreement of Limited Partnership of Price Development
                               Company, Limited Partnership**
10.2                           Agreement of Limited Partnership of Price Financing Partnership, L.P. (10(b))***
10.3                           Loan Agreements related to Mortgage Debt and related documents (10(c))***
                i)             Deed of Trust, Mortgage, Security Agreement and Assignment of Leases and Rents of
                               Price Financing Partnership, L.P.
                ii)            Intentionally Omitted
                iii)           Indenture between Price Capital Corp. and a Trustee
                iv)            Limited Guarantee Agreement (Guarantee of Collection) for outside investors
                v)             Limited Guarantee Agreement (Guarantee of Collection) for Price Group Investors
                vi)            Cash Collateral Account Security, Pledge and Assignment Agreement among Price
                               Financing Partnership, L.P., Price Capital Corp. and Continental Bank N.A.
                vii)           Note Issuance Agency Agreement between Price Capital Corp. and Price Financing
                               Partnership, L.P.
                viii)          Management and Leasing Agreement among Price Financing Partnership, L.P. and Price
                               Development Company, Limited Partnership
                ix)            Assignment of Management and Leasing Agreement of Price Financing Partnership, L.P.
10.6                           Registration Rights Agreement among the Company and the Limited Partners of Price
                               Development Company, Limited Partnership (10(g))***
10.7                           Amendment No. 1 to Registration Rights Agreement, dated August 1, 1995, among the
                               Company and the Limited Partners of Price Development Company, Limited
                               Partnership***
10.8                           Exchange Agreement among the Company and the Limited Partners of Price Development
                               Company, Limited Partnership (10(h))***
10.10                          Amendment to Groundlease between Price Development Company and Alvin Malstrom as
                               Trustee and C.F. Malstrom, dated December 31, 1985. (Groundlease for Plaza 9400)
                               (10(j))***
10.11                          Lease Agreement between The Corporation of the President of the Church of Jesus
                               Christ of Latter Day Saints and Price-James and Assumptions, dated September 24,
                               1979.  (Groundlease for Anaheim Plaza) (10(k))***
10.12                          Indenture of Lease between Ambrose and Zelda Motta and Cordova Village, dated July
                               26, 1974, and Amendments and Transfers thereto.  (Groundlease for Fort Union Plaza)
                               (10(l))***
10.13                          Lease Agreement between Advance Management Corporation and Price Rentals, Inc. and
                               dated August 1, 1975 and Amendments thereto. (Groundlease for Price Fremont)
                               (10(m))***
10.14                          Groundlease between Aldo Rossi and Price Development Company, dated June 1, 1989,
                               and related documents.  (Groundlease for Halsey Crossing) (10(n))***
10.15                          First Amendment to Second Amended and Restated Agreement of Limited Partnership of
                               Price Development Company, Limited Partnership**
10.16                          Second Amendment to Second Amended and Restated Agreement of Limited Partnership of
                               Price Development Company, Limited Partnership**
10.17                          Third Amendment to Second Amended and Restated Agreement of Limited Partnership of
                               Price Development Company, Limited Partnership****
10.18                          Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of
                               Price Development Company, Limited Partnership
23.                            Consent of Independent Accountants
27.                            Financial Data Schedule
</TABLE>
---------------------------
*   Documents were previously  filed  with  the Operating Partnership's Current
    Report on Form 8-K dated March 12, 1998,  under the exhibit numbered in the
    parenthetical, and are incorporated herein by reference.
**  Documents were previously filed with the Operating  Partnership's Quarterly
    Report  on  Form  10-Q  for  the  quarter  ended  June  30,  1999  and  are
    incorporated herein by reference.
*** Documents  were previously filed with the Company's Registration  Statement
    on Form S-11,  File  No.  33-68844,  under  the  exhibit  numbered  in  the
    parenthetical, and are incorporated herein by reference.
****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.

<PAGE> 29

ITEM  14A.SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED  PURSUANT
        TO  SECTION  15(D)  OF  THE  EXCHANGE ACT BY REGISTRANTS WHICH HAVE NOT
        REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE EXCHANGE ACT

      No annual report to security holders  or  any  proxy  statement,  form of
proxy  or  other  proxy  soliciting  material will be sent by the Registrant to
security holders.

<PAGE> 30

                                      SIGNATURES

  Pursuant  to  the requirements of Section  13  or  15(d)  of  the  Securities
Exchange Act of 1934,  the  Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

<TABLE>
<CAPTION>
                                                PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
<S>                                             <C>   <C>
                                                By:   JP Realty, Inc., as a General Partner



                                                By:    /s/ John Price
                                                       --------------------------
                                                       John Price
Date:  March 24, 2000                                  Chairman of the Board of Directors
                                                       and Chief Executive Officer
</TABLE>


  Pursuant to the requirements  of  the  Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the following persons  on  behalf  of  the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
 NAME                                                      TITLE                                  DATE
<S>                                          <C>           <C>                                    <C>

/s/ John Price
---------------------------                                Chairman of the Board of Directors,    March 24, 2000
    John Price                                             Chief Executive Officer, Director
                                                           (Principal Executive Officer) of JP
                                                           Realty, Inc. a General Partner

/s/ G. Rex Frazier
---------------------------                                President and Chief Operating Officer, March 24, 2000
     G. Rex Frazier                                        Director of JP Realty, Inc., a General
                                                           Partner

/s/ M. Scott Collins
---------------------------                                Vice President-Chief Financial Officer March 24, 2000
     M. Scott Collins                                      and Treasurer (Principal Financial and
                                                           Accounting Officer) of JP Realty,
                                                           Inc., a General Partner

/s/ Warren P. King
---------------------------                                Director of JP Realty, Inc., a General March 24, 2000
     Warren P. King                                        Partner


/s/ Sam W. Souvall
---------------------------                                Director of JP Realty, Inc., a General March 24, 2000
     Sam W. Souvall                                        Partner
</TABLE>

<PAGE>

                                     EXHIBIT INDEX

                                      DESCRIPTION
                                      -----------
<TABLE>
<CAPTION>
EXHIBIT                                                                                                             PAGE
NUMBER                                                                                                              NUMBER
------                                                                                                              ------
<S>           <C>         <C>                                                                                       <C>
4.1                       Form of Debt Security (4.6)*
4.2                       Indenture, dated March 11, 1998, by and between the Operating Partnership and The Chase
                          Manhattan Bank as trustee (4.8)*
4.3                       First Supplemental Indenture, dated March 11, 1998, by and between the Operating
                          Partnership and The Chase Manhattan Bank as Trustee (4.9)*
10.1                      Second Amended and Restated Agreement of Limited Partnership of Price Development
                          Company, Limited Partnership**
10.2                      Agreement of Limited Partnership of Price Financing Partnership, L.P. (10(b))***
10.3                      Loan Agreements related to Mortgage Debt and related documents (10(c))***
              i)          Deed of Trust, Mortgage, Security Agreement and Assignment of Leases and Rents of Price
                          Financing Partnership, L.P.
              ii)         Intentionally Omitted
              iii)        Indenture between Price Capital Corp. and a Trustee
              iv)         Limited Guarantee Agreement (Guarantee of Collection) for outside investors
              v)          Limited Guarantee Agreement (Guarantee of Collection) for Price Group Investors
              vi)         Cash Collateral Account Security, Pledge and Assignment Agreement among Price Financing
                          Partnership, L.P., Price Capital Corp. and Continental Bank N.A.
              vii)        Note Issuance Agency Agreement between Price Capital Corp. and Price Financing
                          Partnership, L.P.
              viii)       Management and Leasing Agreement among Price Financing Partnership, L.P. and Price
                          Development Company, Limited Partnership
              ix)         Assignment of Management and Leasing Agreement of Price Financing Partnership, L.P.
10.6                      Registration Rights Agreement among the Company and the Limited Partners of Price
                          Development Company, Limited Partnership (10(g))***
10.7                      Amendment No. 1 to Registration Rights Agreement, dated August 1, 1995, among the Company
                          and the Limited Partners of Price Development Company, Limited Partnership***
10.8                      Exchange Agreement among the Company and the Limited Partners of Price Development
                          Company, Limited Partnership (10(h))***
10.10                     Amendment to Groundlease between Price Development Company and Alvin Malstrom as Trustee
                          and C.F. Malstrom, dated December 31, 1985. (Groundlease for Plaza 9400) (10(j))***
10.11                     Lease Agreement between The Corporation of the President of the Church of Jesus Christ of
                          Latter Day Saints and Price-James and Assumptions, dated September 24, 1979.
                          (Groundlease for Anaheim Plaza) (10(k))***
10.12                     Indenture of Lease between Ambrose and Zelda Motta and Cordova Village, dated July 26,
                          1974, and Amendments and Transfers thereto.  (Groundlease for Fort Union Plaza)
                          (10(l))***
10.13                     Lease Agreement between Advance Management Corporation and Price Rentals, Inc. and dated
                          August 1, 1975 and Amendments thereto. (Groundlease for Price Fremont) (10(m))***
10.14                     Groundlease between Aldo Rossi and Price Development Company, dated June 1, 1989, and
                          related documents.  (Groundlease for Halsey Crossing) (10(n))***
10.15                     First Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
                          Development Company, Limited Partnership**
10.16                     Second Amendment to Second Amended and restated Agreement of Limited Partnership of Price
                          Development Company, Limited Partnership**
10.17                     Third Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
                          Development Company, Limited Partnership****
10.18                     Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price
                          Development Company, Limited Partnership
23.                       Consent of Independent Accountants
27.                       Financial Data Schedule
</TABLE>

* Documents  were previously filed with  the  Operating  Partnership's  Current
  Report on Form  8-K  dated  March 12, 1998, under the exhibit numbered in the
  parenthetical, and are incorporated herein by reference.
**Documents were previously filed  with  the  Operating Partnership's Quarterly
  Report on Form 10-Q for the quarter ended June  30, 1999 and are incorporated
  herein by reference.
***  Documents were previously filed with the Company's  Registration Statement
     on  Form  S-11,  File  No.  33-68844,  under the exhibit numbered  in  the
     parenthetical, and are incorporated herein by reference.
**** 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.


<PAGE>

<TABLE>
<CAPTION>
                             INDEX TO FINANCIAL STATEMENTS



PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP                         PAGE
<S>                                                                    <C>
Report of Independent Accountants                                       F-2

Consolidated Balance Sheet as of December 31, 1999 and 1998             F-3

Consolidated Statement of Operations for the years ended
 December 31, 1999, 1998 and 1997                                       F-4

Consolidated Statement of Partners' Capital                             F-5

Consolidated Statement of Cash Flows for the years ended
 December 31, 1999, 1998 and 1997                                       F-6

Notes to Consolidated Financial Statements                              F-7

Schedule II - Valuation and Qualifying Accounts                        F-20

Schedule III - Real Estate and Accumulated Depreciation                F-21
</TABLE>
<PAGE> F-1
                         REPORT OF INDEPENDENT ACCOUNTANTS




To the Partners
of Price Development Company, Limited Partnership

  In our opinion, the consolidated financial statements and schedules listed in
the accompanying index, present fairly, in all material respects, the financial
position of Price Development Company, Limited Partnership and its subsidiaries
at December 31, 1999 and 1998,  and  the  results of their operations and their
cash flows for each of the three years in the  period  ended December 31, 1999,
in  conformity  with  accounting principles generally accepted  in  the  United
States. These financial  statements are the responsibility of the Partnership's
management; our responsibility  is  to  express  an  opinion on these financial
statements based on our audits. We conducted our audits  of these statements in
accordance  with  auditing standards generally accepted in the  United  States,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial  statements  are free of material misstatement.  An
audit includes examining, on a test basis,  evidence supporting the amounts and
disclosures in the financial statements, assessing  the  accounting  principles
used  and significant estimates made by management, and evaluating the  overall
financial  statement  presentation.   We  believe  that  our  audits  provide a
reasonable basis for the opinion expressed above.



/S/ PricewaterhouseCoopers LLP
---------------------------------
PricewaterhouseCoopers LLP
Salt Lake City, Utah
February 2, 2000

<PAGE> F-2

                PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                          CONSOLIDATED BALANCE SHEET
                            (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                    DECEMBER 31,     DECEMBER 31,
                                                                        1999            1998
                                                                  ---------------   --------------
<S>                                                               <C>               <C>
ASSETS
Real Estate Assets
  Land                                                            $       105,959   $      102,921
  Buildings                                                               752,040          684,762
                                                                  ---------------   --------------
                                                                          857,999          787,683
 Less: Accumulated Depreciation                                          (135,027)        (114,136)
                                                                  ---------------   --------------
    Operating Real Estate Assets                                          722,972          673,547
 Real Estate Under Development                                             18,389           28,073
                                                                  ---------------   --------------
    Net Real Estate Assets                                                741,361          701,620
 Cash                                                                       7,767            5,123
 Restricted Cash                                                            3,149            3,605
 Accounts Receivable, Net                                                  10,368            9,713
 Deferred Charges, Net                                                      7,526            8,570
 Other Assets                                                               6,055            4,524
                                                                  ---------------   --------------
                                                                  $       776,226   $      733,155
                                                                  ===============   ==============

LIABILITIES AND PARTNERS' CAPITAL
Borrowings                                                        $       438,241   $      472,990
Accounts Payable and Accrued Expenses                                      16,716           20,411
Other Liabilities                                                             847              798
                                                                  ---------------    -------------
                                                                          455,804          494,199
                                                                  ---------------    -------------
Minority Interest                                                           2,429            2,035
                                                                  ---------------    -------------

Commitments and Contingencies

PARTNERS' CAPITAL
General Partner                                                           182,951          204,384
Preferred Limited Partners                                                104,571               --
Common Limited Partners                                                    30,471           32,537
                                                                  ---------------   --------------
                                                                          317,993          236,921
                                                                  ---------------   --------------
                                                                  $       776,226   $      733,155
                                                                  ===============   ==============
</TABLE>


             See accompanying notes to consolidated financial statements.

<PAGE> F-3
                       PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                           CONSOLIDATED STATEMENT OF OPERATIONS
               (DOLLARS IN THOUSANDS - EXCEPT PER PARTNERSHIP UNIT AMOUNTS)


<TABLE>
<CAPTION>
                                                                         FOR THE YEARS ENDED DECEMBER 31,
                                                          --------------------------------------------------------------
<S>                                                       <C>                     <C>                    <C>
                                                               1999                    1998                   1997
                                                          ---------------         --------------         ---------------
REVENUES
Minimum Rents                                             $        97,829         $       79,448         $        59,624
Percentage and Overage Rents                                        4,906                  4,491                   3,896
Recoveries from Tenants                                            29,471                 23,778                  18,199
Interest                                                              637                    404                     546
Other                                                                 722                    948                     708
                                                          ---------------         --------------         ---------------
                                                                  133,565                109,069                  82,973
                                                          ---------------         --------------         ---------------
EXPENSES
Operating and Maintenance                                          22,142                 17,366                  12,990
Real Estate Taxes and Insurance                                    14,141                 11,640                   8,546
Advertising and Promotions                                            719                    676                     451
General and Administrative                                          6,618                  6,406                   5,447
Depreciation                                                       23,514                 17,306                  11,802
Amortization of Deferred Financing Costs                            1,652                  1,572                     969
Amortization of Deferred Leasing Costs                                632                    665                     639
Interest                                                           27,769                 20,501                   9,066
                                                          ---------------         --------------         ---------------
                                                                   97,187                 76,132                  49,910
                                                          ---------------         --------------         ---------------
                                                                   36,378                 32,937                  33,063

Minority Interest Income of Consolidated Partnerships                (482)                  (421)                   (394)
Gain on Sales of Real Estate                                           --                  1,096                     339
                                                          ---------------         --------------         ---------------
Income Before Extraordinary Item                                   35,896                 33,612                  33,008
Extraordinary Item - Loss on Early
 Extinguishment of Debt                                              (985)                    --                    (162)
                                                          ---------------         --------------         ---------------
Net Income                                                         34,911                 33,612                  32,846
Preferred Unit Distribution                                        (4,429)                    --                      --
                                                          ---------------         --------------         ---------------
Net Income Available to Common Unitholders                $        30,482         $       33,612         $        32,846
                                                          ===============         ==============         ===============

Basic Earnings Per Partnership Common Unit:
 Income Before Extraordinary Item                         $          1.48         $         1.58         $          1.57
 Extraordinary Item                                                 (0.04)                    --                   (0.01)
                                                          ---------------         --------------         ---------------
 Net Income                                               $          1.44         $         1.58         $          1.56
                                                          ===============         ==============         ===============

Diluted Earnings Per Partnership Common Unit:
 Income Before Extraordinary Item                         $          1.48         $         1.57         $          1.55
 Extraordinary Item                                                 (0.05)                    --                   (0.01)
                                                          ---------------         --------------         ---------------
 Net Income                                               $          1.43         $         1.57         $          1.54
                                                          ===============         ==============         ===============
</TABLE>



             See accompanying notes to consolidated financial statements.

<PAGE> F-4
                      PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                        CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
                                  (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                     PREFERRED         COMMON
                                                    GENERAL           LIMITED          LIMITED
                                                    PARTNER           PARTNERS        PARTNERS           Total
                                                 -----------        -----------      -----------      ----------
<S>                                              <C>                <C>              <C>              <C>
Partners' Capital at December 31, 1996           $   172,286        $        --      $    32,380      $  204,666
Units Issued for Proceeds from Sale of
Common Stock                                          38,632                 --               --          38,632
Units Issued Upon Exercise of Stock Options              220                 --               --             220
Conversion of Limited Partners' Interests                 40                 --              (40)             --
Units Issued for Acquisition                              --                 --            1,863           1,863
Common Unit Distributions                            (30,797)                --           (6,423)        (37,220)
Net Income                                            27,200                 --            5,646          32,846
                                                 -----------        -----------      -----------      ----------

Partners' Capital at December 31, 1997               207,581                 --           33,426         241,007
Units Issued Upon Exercise of Common Stock               911                 --               --             911
Conversion of Limited Partners' Interest                   3                 --               (3)             --
Common Unit Distributions                            (31,916)                --           (6,693)        (38,609)
Net Income                                            27,805                 --            5,807          33,612
                                                 -----------        -----------      -----------      ----------

Partners' Capital at December 31, 1998                204,384                 --           32,537         236,921
Conversion of Limited Partners' Interest                 437                 --             (437)             --
Preferred Units Issued                                    --            104,571               --         104,571
Common Unit Distributions                            (32,719)                --           (6,896)        (39,615)
Net Income                                            25,215              4,429            5,267          34,911
Preferred Unit Distributions                              --             (4,429)              --          (4,429)
Repurchase of Common Units                           (14,366)                --               --         (14,366)
                                                 -----------        -----------      -----------      ----------

Partners Capital at December 31, 1999            $   182,951        $   104,571      $    30,471      $  317,993
                                                 ===========        ===========      ===========      ==========
</TABLE>


             See accompanying notes to consolidated financial statements.


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



<TABLE>
<CAPTION>
                                                                               FOR THE YEARS ENDED DECEMBER 31
                                                                ------------------------------------------------------------
<S>                                                             <C>                    <C>                    <C>
                                                                     1999                   1998                   1997
                                                                -------------          --------------         --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income                                                      $      34,911          $       33,612         $       32,846
Adjustments to Reconcile Net Income to Net Cash Provided
 by Operating Activities:
 Extraordinary Item                                                       985                      --                    162
 Depreciation                                                          23,514                  17,306                 11,802
 Amortization                                                           2,284                   2,237                  1,608
 Minority Interest in Income of Consolidated Partnerships                 482                     421                    394
 Gain on Sales of Real Estate                                              --                  (1,096)                  (339)
 Real Estate Received due to Lease Termination                         (1,957)                     --                     --
 Increase in Accounts Receivable, Net                                    (698)                 (4,112)                (2,261)
 Increase in Deferred Charges                                            (926)                   (927)                (1,290)
(Decrease) Increase in Accounts Payable and Accrued Expenses           (6,647)                  3,739                  3,368
 Increase in Other Assets                                              (1,793)                 (1,129)                (1,917)
                                                                -------------          --------------         --------------
   Net Cash Provided by Operating Activities                           50,155                  50,051                 44,373
                                                                -------------          --------------         --------------

 CASH FLOWS FROM INVESTING ACTIVITIES
 Real Estate Assets, Developed or Acquired                            (57,993)               (200,022)              (137,560)
 Proceeds from Sales of Real Estate                                        --                   1,289                    469
 Decrease (Increase) in Restricted Cash                                   456                  (1,140)                   (93)
                                                                -------------          --------------         --------------
   Net Cash Used in Investing Activities                              (57,537)               (199,873)              (137,184)
                                                                -------------          --------------         --------------

 CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from Borrowings                                             125,842                 289,384                219,088
 Penalty Paid on Early Retirement of Debt                                (527)                     --                     --
 Repayment of Borrowings                                             (160,591)                (99,784)              (123,320)
 Deferred Financing Costs                                                (771)                 (2,344)                (1,503)
 Net Proceeds from Sale of Partnership Common Units                        --                     923                 38,865
 Proceeds from Issuance of Preferred Units                            104,571                      --                     --
 Distributions to Preferred Unitholders                                (4,429)                     --                     --
 Capital Contribution by Minority Partner                                  --                      --                  1,000
 Distributions Paid to Partners                                       (39,615)                (38,609)               (37,220)
 Distributions Paid to Minority Interest                                  (88)                   (228)                  (246)
 Repurchase of Common Units                                           (14,366)                     --                     --
                                                                -------------          --------------         --------------
   Net Cash Provided by Financing Activities                           10,026                 149,342                 96,664
                                                                -------------          --------------         --------------
Net Increase (Decrease) in Cash                                         2,644                    (480)                 3,853
Cash, Beginning of Period                                               5,123                   5,603                  1,750
                                                                -------------          --------------         --------------
Cash, End of Period                                             $       7,767          $        5,123         $        5,603
                                                                =============          ==============         ==============
</TABLE>



             See accompanying notes to consolidated financial statements.

<PAGE> F-6

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

1.    BUSINESS AND BASIS OF PRESENTATION

BUSINESS

      Price   Development   Company,   Limited   Partnership   (the  "Operating
Partnership"),  a  Maryland  Limited Partnership, is primarily engaged  in  the
business of owning, leasing, managing,  operating,  developing and redeveloping
regional  malls,  community  centers  and  other  commercial  properties.   The
Operating Partnership's general partner, JP Realty,  Inc.  (the  "Company"),  a
Maryland  Corporation, is a real estate investment trust ("REIT") as defined by
the Internal  Revenue  Code  and  owns an interest in and conducts its business
activities through the Operating Partnership.   The  Company  owned an 82.2 and
82.7  percent  general  partnership  interest  in the Operating Partnership  at
December  31, 1999 and 1998, respectively.  The Operating  Partnership  owns  a
portfolio of  51  properties  ("Properties"  or  "Property")  consisting  of 18
enclosed  regional  malls,  25  community  centers,  two  free-standing  retail
Properties  and  six  mixed-use  commercial  Properties  located in the Western
United States.  The tenant base includes primarily national, regional and local
retailers;  as such, the Company's credit risk is concentrated  in  the  retail
industry.

BASIS OF PRESENTATION

      The accompanying  consolidated  financial statements include the accounts
of the Operating Partnership and all controlled affiliates.

      The effect of all significant intercompany balances and transactions have
been eliminated in the consolidated presentation.   Certain amounts in the 1998
and 1997 financial statements have been reclassified  to  conform with the 1999
presentation.

      The  preparation  of  these  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.


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REAL ESTATE ASSETS

      Real estate assets are stated  at cost less accumulated depreciation.  At
each balance sheet date, the Operating Partnership reviews recorded book values
of real estate assets for possible impairment based upon expectations of future
nondiscounted cash flows (excluding interest)  from  each property.  There have
been no impairments as of December 31, 1999.

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

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

REVENUE RECOGNITION

      Certain minimum rents are recognized monthly based upon amounts which are
currently due from tenants, when such amounts are not materially different than
recognizing the fixed  cash  flow  over the initial term of the lease using the
straight-line  method.   All  other minimum  rents  are  recognized  using  the
straight-line method.

<PAGE> F-7

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

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)

      On April 1, 1998, the Company  stopped  accruing  revenues for percentage
and overage rents based upon the adoption of Emerging Issues  Task  Force Issue
98-9.  On January 1, 1999, the Company started accruing these revenues again on
a  straight-line  basis  and  continued  to  do  so  through December 31, 1999.
Beginning  January  1,  2000,  the  Company  will  stop accruing  revenues  for
Percentage and Overage Rents based upon recent accounting  guidance  issued  by
Staff Accounting Bulletin No. 101 "Revenue Recognition".  The cumulative effect
of  adopting  this  new  guidance  will not be material to the first quarter of
2000.

      An allowance for doubtful accounts  has been provided against the portion
of tenant accounts receivable which is estimated  to  be uncollectible.  Tenant
accounts receivable in the accompanying consolidated balance  sheet  are  shown
net  of  allowance  for doubtful accounts of $1,217 and $741 as of December 31,
1999 and 1998, respectively.

RESTRICTED CASH

      Restricted cash  is  held  under  terms of loan agreements to be used for
certain capital expenditures, property tax  payments  and funds held in reserve
by a trustee for principal and interest.

DEFERRED CHARGES

      Deferred  charges  consist  principally  of financing  fees  and  leasing
commissions paid to third parties.  These costs  are  amortized  on a straight-
line  basis,  which  amounts,  for  deferred financing fees, approximate  those
amortized using the effective interest method, over the terms of the respective
agreements.  Deferred charges in the  accompanying  consolidated  balance sheet
are  shown net of accumulated amortization of $8,335 and $6,981 as of  December
31, 1999 and 1998, respectively.

INCOME TAXES

      Income  taxes  have  not  been  provided  in  the  accompanying financial
statements as the tax effects of the Operating Partnership's  operations accrue
directly to the partners.

RECENT ACCOUNTING PRONOUNCEMENTS

      In  June  1997, the Financial Accounting Standards Board ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 133, "Accounting for
Derivative  Instruments  and Hedging Activities".   SFAS  No.  133  establishes
accounting  and  reporting  standards  for  derivative  instruments,  including
certain derivative instruments  embedded  in  other  contracts, and for hedging
activities.   It requires that an entity recognize all  derivatives  as  either
assets or liabilities  in the statement of financial position and measure those
instruments at fair value.   This statement will be effective for the Operating
Partnership beginning January  1, 2001.  The Operating Partnership did not hold
any derivative instruments at December 31, 1999.


3.    ACQUISITION AND DEVELOPMENTS (GLA AMOUNT UNAUDITED)

ACQUISITION

      On August 6, 1998, the Company,  through  a  consolidated  partnership of
which the Operating Partnership owns 99% and is a limited partner  and a wholly
owned  subsidiary  owns  1% and is the general partner, bought NorthTown  Mall,
located in Spokane, Washington  for  $128,000.   The  acquisition  was financed
utilizing  a  first  mortgage  of  $84,500  and  $43,500  of  borrowings on the
Operating  Partnership's unsecured credit facility.  The Operating  Partnership
issued a letter  of credit to the first mortgage holder in the amount of $9,500
to guarantee the completion of additional property development work.

<PAGE> F-8

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

3.    ACQUISITION AND DEVELOPMENTS (GLA AMOUNTS UNAUDITED) (CONTINUED)

DEVELOPMENTS

      The Operating  Partnership,  through  its  consolidated partnership Price
Spokane, Limited Partnership, has initiated the expansion of NorthTown Mall, an
enclosed regional mall in Spokane, Washington.  The  project  is expected to be
completed in the third quarter of 2000 and will add approximately 100,000 square
feet of gross leasable area (Company-owned leasable  area within the  Company's
properties ("GLA")).  At December  31,  1999,  the  Operating  Partnership  had
expended approximately $10,828 for expansion costs and anticipates expending an
additional $9,408 to complete the project.

      The Operating Partnership developed the Mall at Sierra Vista, an enclosed
regional  mall  in  Sierra  Vista, Arizona.  The mall held its grand opening on
October 20, 1999 and added approximately  335,000  square  feet  of total gross
leasable area (Company-owned leasable area plus any tenant-owned leasable  area
within  the  Company's  properties  ("Total  GLA")).  At December 31, 1999, the
Operating Partnership had cumulative expenditures  of  $17,728  for development
costs and had leased approximately 94% of the mall.

      The  Operating  Partnership  developed  Provo  Towne Centre, an  enclosed
regional mall in Provo, Utah through its consolidated  partnership  Provo  Mall
Development Company, LTD.  The mall held it's grand opening on October 28, 1998
and  added  approximately  723,000  square feet of Total GLA as of December 31,
1998.   On November 11, 1999, Provo Towne  Centre  held a grand opening for its
newly  developed  sixteen-screen  Cinemark  Theater which  added  approximately
74,000  square feet of additional GLA.  At December  31,  1999,  the  Operating
Partnership   had   cumulative   expenditures   of  approximately  $76,896  for
development costs and had leased approximately 96% of the mall.

      During 1999, the Operating Partnership developed  an  additional building
at Halsey Crossing, a community center in Gresham, Oregon.    During  1999  the
Operating Partnership had expended approximately $790 for development costs and
added approximately 16,300 square feet of GLA to the community center.

      In  August 1998, the Company completed an expansion at Boise Towne Square
in Boise, Idaho  adding  294,804 square feet of Total GLA.  Dillard's was added
as a new anchor with approximately  186,500  square  feet of Total GLA, The Bon
March<e'>  expanded its space by 44,900 square feet of  GLA  and  approximately
63,400 square feet of additional shop GLA was added.

      The Company  has added Sears as a fourth anchor tenant at Red Cliffs Mall
in St. George, Utah.   The  Sears  store  opened  in  October  1998  and  added
approximately 70,400 square feet of GLA to Red Cliffs Mall and a Sears Tire and
Battery shop added approximately 9,600 square feet of GLA at Red Cliffs Plaza.

      The  first  phase  of  construction  at Boise Towne Plaza in Boise, Idaho
opened  in  November 1997, adding 76,414 square  feet  of  retail  space.   The
Company added  approximately  15,000 square feet of GLA at Boise Towne Plaza in
March 1998.  During 1999, approximately 18,000 square feet of GLA was developed
at Boise Towne Plaza.  At December  31,  1999,  Total  GLA  for  the  plaza was
approximately 109,500 square feet.

      The  Operating  Partnership, through its consolidated partnership Spokane
Mall Development Company,  Limited  Partnership,  completed  the development of
Spokane Valley Mall located in Spokane, Washington and held a  grand opening on
August  13,  1997.    Additional  activities  included the development  of  two
freestanding  pads during 1999 and two freestanding  pads  during  1998,  which
included a Sears Tire and Battery Shop, a Pier 1 Imports, an Outback Steakhouse
and a Red Robin.   The partnership had cumulative expenditures of approximately
$65,886 for the mall.   At  December 31, 1999, the mall contained approximately
724,000 square feet of Total GLA and was approximately 93% leased.

<PAGE> F-9

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

4.    BORROWINGS

<TABLE>
<CAPTION>
                                                                                        DECEMBER 31,
                                                                         -----------------------------------------
<S>                                                                      <C>                        <C>
                                                                              1999                       1998
                                                                         -------------               -------------
Notes, unsecured; interest at 7.29%, maturing 2005 to 2008               $     100,000               $     100,000
Credit Facility, unsecured; weighted average interest at 6.10%
 during 1999 and 6.43% during 1998, due in 2000                                 91,000                     100,800
Mortgage payable, secured by real estate; interest at 6.68%,
 due in 2008                                                                    83,382                      84,277
Notes, secured by real estate; interest at 6.37%, due in 2001                   61,223                      95,000
Construction loan, secured by real estate; interest at 7.63%
 and 7.08% as of December 31, 1999 and 1998, respectively, due in 2001          43,792                      27,550
Construction loan, secured by real estate; interest at 7.69%
 and 6.81% as of December 31, 1999 and 1998, respectively, due in 2001          41,600                      47,505
Mortgage payable, secured by real estate; interest at 8.5%,
 due in 2000                                                                    12,165                      12,510
Other notes payable, secured by real estate; interest ranging
 from 7.0% to 9.99%, maturing 2000 to 2095                                       5,079                       5,348
                                                                         -------------                ------------
                                                                         $     438,241                $    472,990
                                                                         =============                ============
</TABLE>

CREDIT FACILITY

  On October 16, 1997, the Operating Partnership obtained a $150,000 three-year
unsecured credit facility (the  "Credit  Facility")  from a group of banks.  On
December 18, 1997, the amount was increased to $200,000.   The  facility  has a
three-year term and bears interest, at the option of the Operating Partnership,
at  one, or a combination, of (i) the higher of the federal funds rate plus  50
basis  points or the prime rate, or (ii) LIBOR plus a spread of 70 to 130 basis
points.   The  LIBOR spread is determined by the Operating Partnership's credit
rating and/or leverage  ratio.  The Credit Facility also includes a competitive
bid option in the amount of $100,000 which will allow the Operating Partnership
to solicit bids for borrowings  from  the bank group.  The facility is used for
general  corporate purposes including stock  repurchase,  development,  working
capital, repayment  of indebtedness and/or amortization payments.  The facility
contains restrictive  covenants  including limitations on the amount of secured
and unsecured debt, and requires the  Operating Partnership to maintain certain
financial  ratios.  At December 31, 1999,  the  Operating  Partnership  was  in
compliance with  all these covenants.  The Credit Facility is due October 2000,
at which time the  Operating Partnership will renew or refinance the loan.  The
Operating Partnership paid commitment fees on the Credit Facility totaling $506
and $514 in 1999 and 1998, respectively.

  On November 7, 1997,  the  Operating  Partnership  borrowed  $85,000 from the
Credit  Facility  and  utilized  the  proceeds  to retire and cancel previously
existing  credit  facilities and to pay for development  activities.   Deferred
financing costs related  to  the  canceled  credit  facilities were written-off
resulting  in  an  extraordinary  loss  of  $162.  On December  29,  1997,  the
Operating Partnership borrowed an additional $42,000 to pay for the acquisition
of  Salem  Center  and for development activities.   On  August  6,  1998,  the
Operating Partnership  borrowed $43,500 from its Credit Facility as part of the
purchase of NorthTown Mall (Note 3).  In August 1998, the Operating Partnership
issued a $9,500 letter of credit backed by the Credit Facility to the NorthTown
Mall first mortgage holder  to  guarantee the completion of additional property
development work.   The Company does  not  expect any material losses to result
from the letter of credit and management is  therefore  of the opinion that the
fair  value  of  this  instrument at December 31, 1999 is zero.   During  1999,
proceeds  from  the  sale of  cumulative  redeemable  preferred  units  of  the
Operating Partnership  were  used  to  pay  down  the amount outstanding on the
Credit  Facility  (Note 5). The Operating Partnership  borrowed  an  additional
$57,993 for development activities during 1999.  At December 31, 1999 and 1998,
the Credit Facility had a balance of $91,000 and $100,800, respectively.

NOTES

  On March  11,  1998,  the Operating Partnership under its shelf registration,
issued $100,000 of ten year  senior unsecured notes bearing interest at a fixed
7.29% per annum.  The Operating  Partnership  had entered into an interest rate
protection agreement in anticipation of issuing  these  notes and received $270
as a result of terminating this agreement, making the effective  fixed  rate of
interest  on  these  notes  7.24%  per  annum.  Interest payments are due semi-
annually  on  March 11 and  September 11  of  each year.  Principal payments of
$25,000  are due  annually  beginning  March  2005.  The proceeds  were used to
partially repay outstanding borrowings under the Credit Facility.

<PAGE> F-10

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

4. BORROWINGS (CONTINUED)

  On January 21, 1994, a subsidiary of the Operating Partnership issued $95,000
in  secured  notes bearing interest at a fixed 6.37% per annum.   On  July  21,
1999, the Operating  Partnership  borrowed  $33,777 from the Credit Facility to
reduce the notes to $61,223.  The transaction  unencumbered  four regional mall
Properties.  The write-off of deferred financing costs related to the reduction
of the notes plus direct expenses, including a prepayment penalty,  make up the
extraordinary loss of $985.  The notes require quarterly interest payments  and
are  due on January 21, 2001.  The subsidiary has an option to extend the notes
to January 21, 2003.

CONSTRUCTION LOANS

  On September  4,  1998,  Provo Mall Development Company, LTD., a consolidated
partnership of which the Operating  Partnership is the general partner, entered
into a $50,000 construction loan facility.   The proceeds from the construction
loan facility have been used to fund the development  and construction of Provo
Towne Centre in Provo, Utah.  The construction loan facility,  which matures on
July 1, 2001, with an optional two-year extension, is collateralized  by  Provo
Towne  Centre  and  guaranteed  by  the  Operating Partnership.  The loan bears
interest at a variable rate indexed to the  LIBOR  rate.   At December 31, 1999
and 1998, the loan had a balance of $43,792 and $27,550, respectively.

  On  July  30, 1996, Spokane Mall Development Company Limited  Partnership,  a
consolidated  partnership  of  which  the  Operating Partnership is the general
partner, entered into a $50,000 construction  loan facility.  The proceeds from
this construction loan facility have been used  to  fund  the  development  and
construction   of   the  Spokane  Valley  Mall  in  Spokane,  Washington.   The
construction loan facility  is  collateralized  by  the Spokane Valley Mall and
guaranteed  by  the  Operating Partnership.  On July 30,  1999,  the  Operating
Partnership borrowed $5,905  from  the  Credit Facility to reduce the principal
outstanding on the construction loan and  exercised  the  option  to extend the
construction  loan  to August 2001.  The fee to extend the loan was $154.   The
loan bears interest at  a variable interest rate indexed to the LIBOR rate.  At
December 31, 1999 and 1998,  the  loan  had  a  balance of $41,600 and $47,505,
respectively.

MORTGAGES PAYABLE

  On  August  6,  1998,  the  Company  and  Operating  Partnership,  through  a
consolidated partnership, acquired NorthTown Mall.  The  partnership obtained a
new first mortgage in the amount of $84,500.  The loan has  a  ten  year  term,
6.68% fixed rate, and a thirty-year amortization payoff schedule with a balloon
payment of approximately $73,000.  At December 31, 1999 and 1998, the loan  had
a balance of $83,382 and $84,277, respectively.

  In June 1997, the Operating Partnership assumed a mortgage note of $24,755 as
part  of  the  acquisition of Silver Lake Mall and retired portions of the debt
principally using  borrowings  under a credit facility.  The assumed debt bears
interest at a fixed 8.5% per annum  and  has a maturity date of October 1, 2000
when a balloon payment of approximately $11,887  is  due.  At December 31, 1999
and 1998, the loan had a balance of $12,165 and $12,510, respectively.

      Schedule of Maturities of Borrowings

<TABLE>
<CAPTION>
      The following summarizes the scheduled maturities of borrowings at December 31, 1999:

                                                                                   Total
                                                                               -------------
<S>                                                                            <C>
Year
----
2000                                                                           $     104,115
2001                                                                                 149,200
2002                                                                                   1,078
2003                                                                                   1,426
2004                                                                                   1,187
Thereafter                                                                           181,235
                                                                               -------------
                                                                               $     438,241
                                                                               =============
</TABLE>
<PAGE> F-11

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

5.    CAPITAL TRANSACTIONS

      The  limited  partners of the Operating Partnership  have  an  option  to
convert their Operating Partnership Common Units ("OP Units") into shares of the
Company's  Common  Stock.  The Operating Partnership will issue  an  equivalent
number of OP Units to  the  Company  as general partnership interests.  In 1999
and 1998, respectively, 41,718 and 285 OP Units were converted into shares.

      In  October  1999,  the  Board  of  Trustee  authorized  the  Company  to
repurchase  up to $25,000 of the Company's Common  Stock  through  open  market
purchases and private transactions.  Through December 31, 1999, the Company had
repurchased approximately  857,000  shares  of Common Stock for a total cost of
approximately  $14,366.   As  of  February  2,  2000,   approximately   190,000
additional   shares   of  stock  were  purchased  for  $3,170.   The  Operating
Partnership purchased an equivalent number of OP Units from the Company.

      In April 1999, the  Operating  Partnership  issued 510,000 Series A 8.75%
cumulative  redeemable  preferred units (the "Series  A  Preferred  Units")  in
exchange for a gross contribution  of  $12,750.   Each  Series A Preferred Unit
represents a limited partnership 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 the Credit Facility.  The Series A Preferred Units, which may
be redeemed by 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.

      On July 28, 1999, the Operating Partnership  issued  3.8 million Series B
8.95% cumulative redeemable preferred units (the "Series B Preferred Units") in
exchange  for  a gross contribution of $95,000.  Each Series B  Preferred  Unit
represents a limited  partnership  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
the Credit Facility and increase operating cash.  The Series B Preferred Units,
which may be redeemed by 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.

      The  Operating  Partnership makes quarterly distributions to the Series A
and Series B Preferred  unitholders  on  the  last  day  of  each  March, June,
September and December.  For the year ending 1999, distributions for the Series
A and Series B Preferred Units were $768 and $3,661, respectively.

6.    RENTAL INCOME

      Substantially all real estate held for investment is leased to retail and
commercial tenants.  These operating leases generally range from 1 to  25 years
and  provide  for  minimum  monthly  rents, and in certain instances percentage
rents based on the tenants' sales, and  generally  require  the  tenants to pay
property taxes, insurance and maintenance charges.

      All  non-cancelable  leases,  assuming  no new or renegotiated leases  or
option extensions, in effect at December 31, 1999  provide  for  the  following
minimum future rental income:
<TABLE>
<CAPTION>

<S>                                                                           <C>
Year                                                                              Total
----                                                                          ------------
2000                                                                          $     83,240
2001                                                                                76,351
2002                                                                                69,296
2003                                                                                62,277
2004                                                                                55,205
Thereafter                                                                         302,358
                                                                              ------------
                                                                              $    648,727
                                                                              ============
</TABLE>

<PAGE> F-12

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

7. COMMITMENTS AND CONTINGENCIES

  Future  minimum  rental  payments  under  the  terms  of  all  non-cancelable
operating   leases  under  which  the  Operating  Partnership  is  the  lessee,
principally for ground leases, are as follows:

<TABLE>
<CAPTION>

<S>                                                                    <C>
Year                                                                      Total
----                                                                   ----------
2000                                                                   $      986
2001                                                                          998
2002                                                                        1,012
2003                                                                          968
2004                                                                          938
Thereafter                                                                 25,453
                                                                      -----------
                                                                      $    30,355
                                                                      ===========
</TABLE>

      The Operating Partnership recorded rental expenses of $983, $971 and $550
for 1999, 1998 and 1997, respectively.

      The Operating Partnership is a defendant in  certain  litigation relating
to its business activities.  Management does not believe that the resolution of
these  matters  will  have  a  materially  adverse  effect  upon the  financial
position, results of operations or cash flows of the Operating Partnership.


8.    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

      During  1999,  Price James, a consolidated partnership of  the  Operating
Partnership, received  a  building appraised at $2,000 in exchange for accounts
receivable of $43 and $1,957 for termination of a long-term ground lease, which
amount was recorded in minimum rents.

      During 1999, 1998 and 1997, non-cash investing and financing transactions
included  an  increase  in accounts  payable  of  $4,645,  $1,693  and  $3,861,
respectively, related to building and development activities, the assumption of
debt related to the acquisition of Salem Center totaling $494 in December 1997,
the assumption of debt related  to the acquisition of Silver Lake Mall totaling
$24,755 in June 1997, and the write-off  of  capitalized  tenant  allowances of
$2,313,  $657  and  $406,  respectively.  In addition, the holders of Operating
Partnership  units  elected  to   convert   41,718,  285  and  4,000  Operating
Partnership Common Units, having a recorded value  of  $437,  $3  and $40, into
Common Stock in 1999, 1998 and 1997, respectively.

      Interest  paid  (net of capitalized amounts of $2,404, $3,754 and  $3,509
for 1999, 1998 and 1997)  aggregated $28,553, $17,763 and $8,276 for 1999, 1998
and 1997, respectively.

      Purchase of the remaining  70% interest in Silver Lake Mall, Ltd. in June
1997 was comprised of:

<TABLE>
<CAPTION>
<S>                   <C>                                                                       <C>
                      72,000 Operating Partnership Units issued                                 $       1,863
                      Book value of 30% equity investment in Silver Lake Mall, Ltd.                    (1,555)
                      Debt assumed                                                                     24,755
                                                                                                -------------
                                                                                                $      25,063
                                                                                                =============
</TABLE>

<PAGE> F-13

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

9.    RELATED PARTY TRANSACTIONS

      The  Operating Partnership buys  computer  services  from  Alta  Computer
Services, Inc.  ("Alta").   Alta  is  majority  owned by three directors of the
Company.  The Operating Partnership paid $192, $175, and $200 in 1999, 1998 and
1997, respectively, for such services.

      The Operating Partnership has entered into  a  management agreement under
which  the  Operating  Partnership performs certain accounting  and  management
functions on behalf of a  company,  whose majority owner is the Chairman of the
Board of Directors of the Company.  Management  fees collected by the Operating
Partnership under this agreement totaled $72 for  each of the three years ended
December 31, 1999.

      The  Company  provided  third-party  management  services   for   certain
properties  owned  directly  or  indirectly  by  the  Chairman  of the Board of
Directors of the Company as follows: (i) an office building in Salt  Lake City,
Utah,  the  owner of which paid the Company a management fee of $113, $115  and
$105 in 1999,  1998 and 1997, respectively (Fairfax, a company which is wholly-
owned by the Chairman  of  the Board, is a general partner of the owner of this
building), (ii) a commercial  building  in  Salt  Lake City, Utah, the owner of
which  paid the Company a management fee of $2 in 1997  (the  Chairman  of  the
Board was  the  general  partner  of  the  owner of this building), and (iii) a
commercial building in Albuquerque, New Mexico,  the  owner  of  which paid the
Company  a  management  fee  of  $6 and $5 in 1999 and 1998, respectively  (the
Chairman of the Board is the general partner owner of the building).


10.   STOCK INCENTIVE PLAN

      On October 26, 1993, the Company adopted the 1993 Stock Option Plan which
authorizes the discretionary grant  by  the Executive Compensation Committee of
options intended to qualify as "incentive  stock options" within the meaning of
Section 422 of the Internal Revenue Code to  key  employees  of the Company and
the  discretionary  grant  of  nonqualified  stock  options  to  key employees,
directors  and  consultants  of  the Company.  The maximum number of shares  of
Common Stock subject to option under  the  Company's  Plan  is  1,100,000.  The
proceeds  received  by the Company upon exercise of options are contributed  to
the Operating Partnership  in exchange for the issuance of an equivalent number
of Operating Partnership Units.   No  stock  options  may  be granted after ten
years  from  the  date  of  adoption  and options must be granted  at  a  price
generally not less than the fair market  value of the Company's Common Stock at
the date of grant.  These options vest over  a  period  of  not  more than five
years.

      A summary of the Company's 1993 Stock Option Plan activity is  set  forth
below:

<TABLE>
<CAPTION>
                                                1999                             1998                        1997
                                      --------------------------     --------------------------     -------------------------
<S>                                   <C>            <C>             <C>           <C>             <C>           <C>
                                                      WEIGHTED                       WEIGHTED                      WEIGHTED
                                                       AVERAGE                       AVERAGE                       AVERAGE
                                       SHARES OF      EXERCISE        SHARES OF      EXERCISE       SHARES OF      EXERCISE
                                         STOCK          PRICE           STOCK         PRICE           STOCK         PRICE
                                      ----------     -----------     -----------   -----------     -----------   ------------
Outstanding at beginning of year         631,000     $     18.06         553,000   $     18.07         558,000   $      17.99
Granted                                   60,000           18.31         165,000         25.21           7,000          25.38
Exercised                                     --              --         (51,000)        17.92         (12,000)         18.64
Forfeited                                 (4,000)          22.43         (36,000)        22.49              --             --
                                      ----------     -----------     -----------   -----------     -----------   ------------
Outstanding at end of year               687,000*    $     19.55         631,000   $     21.37         553,000   $      18.07
                                      ==========     ===========     ===========   ===========     ===========   ============
Exercisable at end of year               494,000     $     18.41         360,000   $     18.06         277,000   $      17.87
                                      ==========     ===========     ===========   ===========     ===========   ============

</TABLE>
--------------------
* The weighted average remaining contractual life of options outstanding as  of
  December  31,  1999  was   4 years.  The range of option prices was $17.50 to
  $25.38 per share.

<PAGE> F-14

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

10.   STOCK INCENTIVE PLAN (CONTINUED)

      The Company has applied  Accounting  Principles  Board  Opinion 25 in
accounting  for  its  plan.   Accordingly, no compensation costs have  been
recognized.  Had the Operating  Partnership's  compensation  costs  for the
Company's plan been determined based on the fair value at the grant date in
accordance  with  the  method  required  by  SFAS No.  123, "Accounting for
Stock-Based Compensation", the Operating Partnership's  net  income and net
income  per  share  would  have  been  reduced  to the proforma amounts  as
follows:

<TABLE>
<CAPTION>
                                                                    FOR THE YEAR ENDED DECEMBER 31,
                                                         -------------------------------------------------
<S>                                                      <C>               <C>               <C>
                                                             1999               1998             1997
Net income                                               ------------      -------------     -------------
 As reported                                             $     30,482      $      33,612     $      32,846
 Proforma                                                $     30,411      $      33,477     $      32,800
Basic net income per share
 As reported                                             $       1.44      $        1.58     $        1.56
 Proforma                                                $       1.44      $        1.57     $        1.55
Diluted net income per share
 As reported                                             $       1.43      $        1.57     $        1.54
 Proforma                                                $       1.43      $        1.56     $        1.54
</TABLE>

      The  fair value of each option grant was estimated  on  the  date  of
grant using  the  Black-Scholes  options  pricing model using the following
assumptions:

<TABLE>
<CAPTION>
                                                                 FOR THE YEAR ENDED DECEMBER 31,
                                                        ---------------------------------------------------
<S>                                                     <C>               <C>               <C>
                                                             1999               1998             1997
                                                        --------------    ---------------    --------------
Risk free interest rate                                           4.79%              5.51%             6.67%
Dividend yield                                                   11.09%              7.14%             7.00%
Expected life                                                  4 years            5 years           9 years
Expected volatility                                              16.40%             17.00%            16.50%
Weighted average per share fair value of
 options granted during the year                        $         0.55    $          2.08    $         2.53
</TABLE>


11.   EMPLOYEE BENEFIT PLAN

      The  Company has a 401(k) profit sharing  plan  which  permits
participating  employees  to  defer  up to a maximum of 15% of their
compensation up to the maximum allowed by the Internal Revenue Code.
The Company matches 50% of the qualified employees' contributions up
to  a  maximum of $1 per employee each year.   Employees  working  a
minimum of 1,000 hours per year who have completed at least one year
of service  and  attained the age of 21 are qualified to participate
in the plan.  The  employees'  contributions are immediately vested.
Additionally, the Company annually  contributes 3% of base salary to
the  plan  for  each  qualified employee.   Contributions  from  the
Company vest based upon employees' years of service beginning at 20%
per year after one year  of service.  The Company's contributions to
the plan in 1999, 1998 and  1997,  which are reflected as an expense
of   the   Operating  Partnership,  were  $333,   $279   and   $225,
respectively.


<PAGE> F-15

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

12.   FAIR VALUE OF FINANCIAL INSTRUMENTS

      The  following   disclosures  of  estimated  fair  value  were
determined  by  management   using   available  market  information.
Considerable  judgment is necessary to  interpret  market  data  and
develop estimated  fair value.  Accordingly, the estimates presented
herein are not necessarily  indicative  of the amounts the Operating
Partnership   could  realize  on  disposition   of   the   financial
instruments.   The   use  of  different  market  assumptions  and/or
estimation methodologies may have a material effect on the estimated
fair value amounts.

      The carrying value  of  cash, accounts receivable and accounts
payable at December 31, 1999 and  1998  are  reasonable estimates of
their fair values because of the short maturity  of  these financial
instruments.

      Borrowings  with  an aggregate carrying value of $438,241  and
$472,990 have an estimated  aggregate  fair  value  of  $422,295 and
$472,690  at  December  31,  1999 and 1998, respectively.  Estimated
fair value is based on interest  rates  currently  available  to the
Operating  Partnership for issuance of borrowings with similar terms
and remaining maturities.


13.   EARNINGS PER OPERATING PARTNERSHIP COMMON UNIT

      The following  table  provides a reconciliation of both income
before extraordinary items and  the  number  of OP Units used in the
computations  of  basic  earnings  per OP Unit, which  utilizes  the
weighted average number of OP Units  outstanding  without  regard to
potentially  dilutive  OP  Units  and  diluted earnings per OP Unit,
which includes all such OP Units.  Effect  has  been  given  to  the
Company's stock option plan (Note 10) since proceeds received by the
Company  upon  exercise  of options are contributed to the Operating
Partnership in exchange for  the issuance of an equivalent number of
OP Units.

<TABLE>
<CAPTION>
                                                                     For the Year Ended December 31,
                                                       ----------------------------------------------------------
<S>                                                    <C>                 <C>                   <C>
                                                            1999                  1998                  1997
                                                       ---------------      ---------------      ----------------
Income (Numerator)
  Before Extraordinary Item                            $        31,467      $        33,612      $         33,008
                                                       ===============      ===============      ================
OP Units (Denominator)
  Basic-average common units outstanding                    21,238,000           21,298,000            21,119,000
  Add: Dilutive effect of stock options                         29,000              103,000               166,000
                                                       ---------------      ---------------      ----------------
Diluted OP Units                                            21,267,000           21,401,000            21,285,000
                                                       ===============      ===============      ================
Per-Unit Amounts - Income Before Extraordinary Item
  Basic                                                $          1.48      $          1.58      $           1.57
                                                       ===============      ===============      ================
  Diluted                                              $          1.48      $          1.57      $           1.55
                                                       ===============      ===============      ================
</TABLE>

      Options to purchase 687,000, 631,000  and  553,000  shares of Common Stock
were outstanding at December 31, 1999, 1998 and 1997, respectively (Note 10), a
portion of which has been reflected above using the treasury stock method.


14.   SEGMENT INFORMATION (GLA AMOUNTS UNAUDITED)

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

      The accounting policies of the segments are the same  as those described
in  the  "Summary of Significant  Accounting Policies."  Segment  data includes
total revenues and property net operating income (revenues less operating and
maintenance expense, real estate taxes and insurance expense and advertising and
promotions 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 10,291,000  square  feet  of Total GLA and which  range
in  size  from  approximately 296,000 to 1,171,000 square feet of Total GLA.

<PAGE> F-16

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


14.   SEGMENT INFORMATION (GLA AMOUNTS UNAUDITED) (CONTINUED)

      The  community  center segment consists of  25  Properties  in
seven states containing approximately 3,362,000 square feet of Total
GLA and two freestanding  retail Properties containing approximately
5,000 square feet of GLA.

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

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

<TABLE>
<CAPTION>
                                                 REGIONAL         COMMUNITY        COMMERCIAL
                                                   MALLS           CENTERS         PROPERTIES          OTHER          TOTAL
                                                -----------      -----------      -----------       -----------     ----------
<S>                                             <C>              <C>              <C>               <C>             <C>
1999
----
Total Revenues                                  $   104,205      $    20,297      $     7,555       $     1,508     $  133,565
Property Operating Expenses (1)                     (30,620)          (4,568)          (1,814)               --        (37,002)
                                                -----------      -----------      -----------       -----------     ----------
Property NOI (2)                                     73,585           15,729            5,741             1,508         96,563
Unallocated Expenses (3)                                 --               --               --           (60,185)       (60,185)
Unallocated Minority Interest (4)                        --               --               --              (482)          (482)
Unallocated Other (5)                                    --               --               --              (985)          (985)
Consolidated Net Income                                  --               --               --                --         34,911
Additions to Real Estate Assets                      55,593            6,094            1,133               125         62,945
Total Assets (6)                                    641,871           84,329           30,837            19,189        776,226
1998
----
Total Revenues                                       82,622           17,849            8,299               299        109,069
Property Operating Expenses (1)                     (23,895)          (4,144)          (1,643)               --        (29,682)
                                                -----------      -----------      -----------       -----------     ----------
Property NOI (2)                                     58,727           13,705            6,656               299         79,387
Unallocated Expenses (3)                                 --               --               --           (46,450)       (46,450)
Unallocated Minority Interest (4)                        --               --               --              (421)          (421)
Unallocated Other (5)                                    --               --               --             1,096          1,096
Consolidated Net Income                                  --               --               --                --         33,612
Additions to Real Estate Assets                     190,942              845              597             5,470        197,854
Total Assets(6)                                     604,937           80,307           30,899            17,012        733,155
1997
----
Total Revenues                                       58,069           16,649            7,349               906         82,973
Property Operating Expenses (1)                     (16,175)          (4,053)          (1,759)               --        (21,987)
                                                -----------      -----------      -----------       -----------     ----------
Property NOI (2)                                     41,894           12,596            5,590               906         60,986
Unallocated Expenses (3)                                 --               --               --           (27,923)       (27,923)
Unallocated Minority Interest (4)                        --               --               --              (394)          (394)
Unallocated Other (5)                                    --               --               --               177            177
Consolidated Net Income                                  --               --               --                --         32,846
Additions to Real Estate Assets                     154,331           11,246              907                --        166,484
Total Assets (6)                                    423,800           80,274           31,909             9,701        545,684

</TABLE>
-----------------
(1)  Property operating expenses  consist  of operating, maintenance,
     real estate taxes, insurance, advertising and promotion expenses
     as listed in the consolidated statement of operations.
(2)  Total revenues minus property operating expenses.
(3)  Unallocated  expenses  consist  of general  and  administrative,
     depreciation,   amortization   of  deferred   financing   costs,
     amortization of deferred leasing costs and interest as listed in
     the consolidated statement of operations.
(4)  Unallocated  minority  interest includes  minority  interest  in
     income of consolidated partnerships.
(5)  Unallocated other includes  gain  on  sale  of  real  estate and
     extraordinary  loss on 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.

<PAGE> F-17

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

15. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

    Financial information  for  each of the quarters in
1999 and 1998 are as follows:

<TABLE>
<CAPTION>
                                                FIRST         SECOND        THIRD        FOURTH         TOTAL
                                             -----------   -----------   -----------   -----------   -----------
<S>                                          <C>           <C>           <C>           <C>           <C>
YEAR ENDED 1999
---------------
Total Revenues                               $    32,989   $    31,738   $    32,398   $    36,440   $   133,565
Income Before Extraordinary Item
 and Minority Interest                             9,244         7,011         9,049        11,074        36,378
Net Income                                         8,221         6,896         6,465         8,900        30,482
Basic Earnings Per OP Unit                          0.39          0.32          0.30          0.42          1.44**
Diluted Earnings Per OP Unit                        0.38          0.32          0.30          0.42          1.43**
Distributions Declared Per OP Unit                 0.465         0.465         0.465         0.480         1.875***

YEAR ENDED 1998
---------------
Total Revenues                               $    24,503   $    24,407*  $    27,958*  $    32,201*  $   109,069
Income Before Minority Interest                    8,093         8,236         7,834         8,774        32,937
Net Income                                         7,991         8,142         7,963         9,516        33,612
Basic Earnings Per OP Unit                          0.38          0.38          0.37          0.45          1.58**
Diluted Earnings Per OP Unit                        0.37          0.38          0.37          0.46          1.57**
Distributions Declared Per OP Unit                 0.450         0.450         0.450         0.465         1.815***

</TABLE>
------------------------------
*    1998  percentage  and  overage  rents  have been  restated  to  reflect the
     Company's   accrual  of  these   revenues  on   the  straight  line   basis
     as  allowed  by the  Emerging  Issues Task Force in late 1998.  As a result
     of  the  restatement, percentage  and  overage  rents  were   adjusted  for
     the second, third and fourth quarters of 1998 by $1,124, $912 and ($2,036),
     respectively.  (Note 2)
**   The sum of quarterly earnings  per  share may differ from yearly  totals
     due  to  rounding and the  fluxuation  of  weighted average units on a
     quarterly basis.
***  Of which $.433 and $.308 represents  a non-taxable return of capital for
     1999 and 1998, respectively.


16.   PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

      The  following  unaudited  proforma  summary financial  information for
      1999  and  1998,  is  presented as  if the 1998 acquisition of NorthTown
      Mall and the 1999 issuances of Series A and Series B preferred units had
      been  consummated  as  of  January 1, 1998.

<TABLE>
<CAPTION>
                                                        1999                         1998
                                                    -------------              --------------
<S>                                                 <C>                        <C>

Revenues                                            $     133,565              $      117,384
Income Before Extraordinary Item                    $      29,787              $       30,021
Net Income                                          $      28,802              $       30,021
Basic Earnings Per OP Unit
  Income Before Extraordinary Item                  $        1.40              $         1.41
  Net Income                                        $        1.36              $         1.41
Diluted Earnings Per OP Unit
   Income Before Extraordinary Item                 $        1.40              $         1.40
   Net Income                                       $        1.35              $         1.40
</TABLE>

      The     proforma    financial    information summarized above is presented
for information purposes only and  may  not be indicative of what actual results
of operations  would  have been had the  1998  acquisition of NorthTown Mall and
the 1999 issuances  of Series A and  Series B preferred units been completed  as
of  the  beginning  of  the  periods   presented,  nor   does  it   purport   to
represent the  results  of  operations  for  future  periods.

<PAGE> F-18
                                                                     SCHEDULE II

                        PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                               VALUATION AND QUALIFYING ACCOUNTS
                     FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                    (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                    BALANCE AT
                                                    BEGINNING           CHARGED TO                             BALANCE AT
                                                     OF YEAR             EXPENSE            DEDUCTIONS         END OF YEAR
                                                  -------------        -----------         ------------        -----------
<S>                                               <C>                  <C>                 <C>                 <C>
Year ended December 31, 1999
Allowance for uncollectible accounts              $         741        $     1,479         $      1,003        $     1,217
Year ended December 31, 1998
Allowance for uncollectible accounts              $         570        $       537         $        366        $       741
Year ended December 31, 1997
Allowance for uncollectible accounts              $         489        $       346         $        265        $       570
</TABLE>

<PAGE> F-19

                                                                  SCHEDULE III
          PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
             REAL ESTATE AND ACCUMULATED DEPRECIATION
                        (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                             GROSS AMOUNT AT WHICH
                             INITIAL COSTS     CAPITALIZED     CARRIED AT CLOSE OF PERIOD                                    DEPREC-
                         ---------------------  SUBSEQUENT   ------------------------------                                    IABLE
              RELATED              BUILDING &       TO                   BLDG. &            ACCUMULATED    DATE OF      DATE   LIVES
DESCRIPTION ENCUMBRANCES   LAND   IMPROVEMENTS ACQUISITION(1)  LAND   IMPROVEMENTS  TOTAL   DEPRECIATION CONSTRUCTION ACQUIRED YEARS
----------- ------------ -------- ------------ ------------- -------- ------------ -------- ------------ ------------ -------- -----
<S>         <C>          <C>      <C>          <C>           <C>      <C>          <C>      <C>          <C>          <C>      <C>
REGIONAL
MALLS
Animas
Valley
Mall,
Farmington,
NM          $         -- $  3,902 $     24,059 $       1,730 $  3,902 $     25,789 $ 29,691 $      2,893           --     1995    40
Boise Towne
Square,
Boise, ID         29,248    9,218           --        53,633    9,218       53,633   62,851       15,317      1987-88  1985-86  5-40
Cache
Valley
Mall,
Logan, UT             --      909           --         8,949      909        8,949    9,858        4,758      1975-76  1973-76 10-40
Cottonwood
Mall,
Holladay,
UT                17,884    7,514       20,776        31,820    7,514       52,596   60,110       21,429      1981-87     1980  4-40
Eastridge
Mall,
Casper, WY            --    4,300       19,896         6,332    4,300       26,228   30,528        2,716           --     1995    40
Grand Teton
Mall, Idaho
Falls, ID             --    5,802       28,614         4,367    7,743       31,040   38,783        2,865           --     1996    40
Mall at
Sierra
Vista,
Sierra
Vista, AZ             --    1,660       16,068            --    1,660       16,068   17,728           66      1998-99     1998    40
North
Plains
Mall,
Clovis,
NM                 4,928    2,664           --        13,015    2,664       13,015   15,679        3,990      1984-85  1979-84 10-40
NorthTown
Mall,
Spokane,
WA                83,382    6,902      120,458        11,220    6,902      131,678  138,580        4,263      1997-98     1997    40
Pine Ridge
Mall,
Pocatello,
ID                    --    1,883           --        21,934    1,883       21,934   23,817        8,990      1979-81     1979 10-40
Provo Towne
Centre,
Provo,
UT                46,792   13,829       41,820        21,247    9,360       67,536   76,896        2,249      1997-98     1997    40
Red Cliffs
Mall,
St. George,
UT                    --      903           --        13,846      903       13,846   14,749        3,619      1989-90     1989  3-40
Salem
Center,
Salem, OR             --    1,704       30,504           937    1,704       31,441   33,145        1,586           --     1997    40
Silver Lake
Mall, Coeur
d'Alene, ID       12,165    4,055       21,379           444    4,055       21,823   25,878        1,435           --     1997    40
Spokane
Valley
Mall,
Spokane, WA       41,600    6,645       34,341        24,900    6,745       59,141   65,886        4,552      1990-97     1990    40
Three
Rivers
Mall,
Kelso, WA          9,163    1,977           --        20,680    1,977       20,680   22,657        6,170      1986-87     1984 10-40
Visalia
Mall,
Visalia, CA           --    6,146       31,812         1,323    6,146       33,135   39,281        2,223           --     1997    40
White
Mountain
Mall, Rock
Springs, WY           --    1,120           --        15,550    1,120       15,550   16,670        6,642      1977-78     1977    40

COMMUNITY
CENTERS
Alameda
Plaza,
Pocatello,
ID                    --      500           --         3,365      500        3,365    3,865        2,007         1973     1973    40
Anaheim
Plaza,
Anaheim, CA           --       --           --         2,053       --        2,053    2,053           87      1980-81     1979    40
Austin
Bluffs
Plaza,
Colorado
Springs, CO           --    1,488           --         1,923    1,488        1,923    3,411          682         1985     1979  3-40
Bailey
Hills
Plaza,
Eugene,
OR                    --      157           --           297      157          297      454           61      1988-89     1988    40
Baskin
Robbins
17th St.,
Idaho
Falls, ID             --        9           67             7        9           74       83           23           --     1988    40
Boise
Plaza,
Boise, ID             --      322           --         1,529      322        1,529    1,851          976      1970-71     1970    40
Boise
Towne
Plaza,
Boise, ID             --    3,316        4,243         2,646    3,316        6,889   10,205          535      1996-97     1994    40
Cottonwood
Square,
Salt Lake
City, UT              --    1,926        3,535            43    1,926        3,578    5,504          358          --      1995    40
Division
Crossing,
Portland,
OR                    --    2,429           --         4,495    2,429        4,495    6,924        1,053     1990-91      1990 20-40
Fort Union
Plaza, Salt
Lake City
UT                    --       21           --         1,623       21        1,623    1,644          698     1979-84        --    40
Fremont
Plaza, Las
Vegas, NV             --       --           --         2,317       --        2,317    2,317        1,247     1976-80        --    40
Fry's
Shopping
Plaza,
Glendale,
AZ                    --      353           --         4,625    1,254        3,724    4,978        1,710     1980-81      1980    40
Gateway
Crossing,
Bountiful,
UT                    --    3,644           --         8,516    3,644        8,516   12,160        1,504     1990-92      1990    40
</TABLE>

<PAGE> F-20

            PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
               REAL ESTATE AND ACCUMULATED DEPRECIATION
                       (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                 GROSS AMOUNT AT WHICH
                             INITIAL COSTS     CAPITALIZED     CARRIED AT CLOSE OF PERIOD                                    DEPREC-
                         ---------------------  SUBSEQUENT   ------------------------------                                    IABLE
              RELATED              BUILDING &       TO                   BLDG. &            ACCUMULATED    DATE OF      DATE   LIVES
DESCRIPTION ENCUMBRANCES   LAND   IMPROVEMENTS ACQUISITION(1)  LAND   IMPROVEMENTS  TOTAL   DEPRECIATION CONSTRUCTION ACQUIRED YEARS
----------- ------------ -------- ------------ ------------- -------- ------------ -------- ------------ ------------ -------- -----
<S>         <C>          <C>      <C>          <C>           <C>      <C>          <C>      <C>          <C>          <C>      <C>
COMMUNITY
CENTERS
(CONTINUED)
Halsey
Crossing,
Gresham, OR           --       --           --        3,173        --       3,173     3,173         655       1989-91      --   4-40
Nephi Bank,
Nephi, UT             --       17          183           --        17         183       200         149            --    1976     --
North
Temple
Shops,
Salt Lake
City, UT              --       60           --          177        60         177       237          96          1970    1970     40
Orem Plaza
Center Street,
Orem, UT              --      371          330        1,111       344       1,468     1,812         718       1976-87    1973  10-40
Orem Plaza
State Street,
Orem, UT              --      126           --          697       126         697       823         391          1975    1973  29-40
Plaza 800,
Sparks, NV            --       33        2,969           42        33      3,011      3,044       1,830          1974      --     40
Plaza 9400,
Sandy, UT             --       --           --        4,570        --      4,570      4,570       2,181       1976-84      --  10-40
Red Cliffs
Plaza, St.
George, UT            --       --        2,403          215        --      2,618      2,618         315       1994-95  1994-95    40
River
Pointe
Plaza,
West Jordan
UT                    --    1,130           --        2,710     1,130      2,710      3,840         855       1987-88  1986-87  5-40
Riverside
Plaza,
Provo, UT             --      427        1,886        4,327       427      6,213      6,640       1,746       1978-81     1977    40
Twin Falls
Crossing,
Twin
Falls, ID             --      125           --          776       125        776        901         445          1976     1975    40
University
Crossing,
Orem,
UT                    --      230           --        5,027       230      5,027      5,257       1,960       1971-92     1971    40
Woodlands
Village,
Flagstaff,
AZ                    --    2,068        5,329          236     2,068      5,565      7,633         752            --     1994    40
Yellowstone
Square,
Idaho
Falls, ID             --      355           --        4,527       355      4,527      4,882       2,791       1972-77     1972    40

COMMERCIAL
PROPERTIES
First
Security
Place,
Boise,
ID                    --      300           --        3,253       300      3,253      3,553       1,652       1978-80     1978 10-40
Price
Business
Center -
Commerce
Park,
West Valley
City, UT              --      415        2,109        8,803     1,147     10,180     11,327       1,864          1980  1973-95    40
Price
Business
Center-
Pioneer
Square,
Salt Lake
City, UT              --      658           --       10,061       651     10,068     10,719       3,559       1974-92     1973  3-40
Price
Business
Center-
South
Main,
Salt Lake
City, UT              --      317           --        2,127       295      2,149      2,444       1,116       1967-82  1966-81  3-40
Price
Business
Center-
Timesquare,
Salt Lake
City, UT              --      581           --        9,948       546      9,983     10,529       4,217       1974-80  1972-80  5-40
Sears-
Eastbay,
Provo, UT          1,591      275           --        2,079       275      2,079      2,354         561       1989-90     1989    40

OTHER REAL
ESTATE
Miscel-
laneous
Real Estate           --    1,164           17       10,415     4,059      7,537     11,596         470            --  1980-98    40
            ------------ -------- ------------ ------------ --------- ---------- ---------- -----------
TOTAL       $    246,753 $103,950 $    412,798 $    359,640 $ 105,959 $  770,429 $  876,388 $   135,027
            ============ ======== ============ ============ ========= ========== ========== ===========
</TABLE>
---------------------------
(1)   Included are development costs subsequent to acquisition  or  opening  of
property.

<PAGE> F-21

                        PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                            REAL ESTATE AND ACCUMULATED DEPRECIATION
                                   (DOLLARS IN THOUSANDS)


A summary of activity for real estate investments and accumulated depreciation
is as follows:

<TABLE>
<CAPTION>
                                                                           FOR THE YEARS ENDED DECEMBER 31,
                                                             --------------------------------------------------------
                                                                  1999                  1998                1997
                                                             ---------------      ---------------      --------------
<S>                                                          <C>                  <C>                 <C>
Real Estate Investments
 Balance at Beginning of Year                                $       815,756      $       619,371     $       453,241
 Acquisitions                                                             --              128,000              96,615
 Improvements                                                         62,945               69,854              69,921
 Disposition of Property                                              (2,313)              (1,469)               (406)
                                                             ---------------      ---------------     ---------------
Balance at End of Year                                       $       876,388      $       815,756     $       619,371
                                                             ===============      ===============     ===============
Accumulated Depreciation
 Balance at Beginning of Year                                $       114,136      $        98,404      $       87,318
 Depreciation                                                         23,204               17,072              11,492
 Depreciation of Disposed Property                                    (2,313)              (1,340)               (406)
                                                             ---------------      ---------------      --------------
Balance at End of Year                                       $       135,027      $       114,136      $       98,404
                                                             ===============      ===============      ==============
</TABLE>

<PAGE> F-22