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, 2001

                                        OR

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

              For the transition period from _________ to __________

                       Commission file number 333-34835-01

                  PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
      (Exact name of Registrant as specified in its organizational documents)

<TABLE>
<CAPTION>

                MARYLAND                                              87-0516235
          ---------------------                                     ---------------
         (State of organization)                                   (I.R.S. Employer
                                                                  Identification No.)
<S>                                                         <C>
           35 CENTURY PARK-WAY
       SALT LAKE CITY, UTAH 84115                                   (801) 486-3911
       --------------------------                                    -------------
(Address of principal executive offices,                     (Registrant's telephone number,
         including zip code)                                         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 2002 Annual Meeting
of  Stockholders  scheduled  to  be  held  on May 1, 2002 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 assumptions.    Actual
future  performance,  achievements  and  results  of  the  Company  may  differ
materially  from those expressed or implied by such forward-looking  statements
as a result of  such  known  and  unknown risks, uncertainties, assumptions and
other  factors.  Representative examples  of  these  factors  include,  without
limitation, general  industry  and  economic  conditions, interest rate trends,
terrorist activities, cost of capital and capital requirements, availability of
real estate properties, competition from other  companies  and  venues  for the
sale/distribution  of  goods  and  services, shifts in customer demands, tenant
bankruptcies,  governmental  and  public   policy  changes  and  the  continued
availability of financing in the amounts and  on the terms necessary to support
the future business of Price Development Company,  Limited Partnership. Readers
are cautioned that the Company's actual results could  differ  materially  from
those set forth in 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  holds  a
controlling interest in the Operating  Partnership.   As  of December 31, 2001,
the Company, through the Operating Partnership, held a portfolio  consisting of
50  properties (the "Properties" or, individually, a "Property"), including  18
enclosed  regional  malls,  25  community  centers and one free-standing retail
Property 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, 2001, the Company's  retail  portfolio contained an
aggregate  of 13,843,236 square feet of Total GLA and its commercial  portfolio
contained an  aggregate  of  1,354,774  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 93% leased as
of  December  31,  2001 and, based  on  GLA,  its  commercial  Properties  were
approximately 96% leased  as  of  that date.  Segment information for the years
ended December 31, 2001, 2000 and 1999  is included in the financial statements
attached to this Annual Report on Form 10-K.

      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 represents a limited partner interest in the Operating Partnership  with a
liquidation  value  of twenty-five dollars per unit.  The Operating

<PAGE> 2

Partnership used the net proceeds  of  approximately   $12.3  million  for the
partial repayment of borrowings outstanding  under the Operating Partnership's
then-existing  $200  million  unsecured  credit  facility   (the "Prior Credit
Facility").  The Series A Preferred Units, which  may be redeemed  for cash at
the option of the Operating  Partnership on or  after April 23, 2004, have  no
stated maturity or mandatory redemption and are not convertible into any other
securities  of  the  Operating  Partnership.  The Series A Preferred Units are
exchangeable at the option of the preferred unitholder at a rate of one Series
A  Preferred  Unit  for  one  share of the Company's Series A 8.75% cumulative
redeemable preferred stock beginning April 23, 2009 or  earlier  under certain
circumstances. In the event that shares of Series A preferred stock are issued
in exchange for Series A Preferred Units, the Operating Partnership will issue
an equivalent number of Series A Preferred Units to the Company. Any shares of
Series A preferred stock issued in exchange for Series A Preferred  Units will
have the same rights, terms and conditions  with respect to redemption  as the
Series A Preferred Units and will not be convertible into any other securities
of the Company.

      On July 21, 1999, the Operating Partnership borrowed $33,777,000 from the
Prior Credit  Facility  to  reduce the Company's collateralized notes due 2001,
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  January 22,
2001, the remaining balance of $61,223,000 on these notes matured and  was paid
off, unencumbering four additional regional mall Properties. In connection with
the  repayment  of these notes, one of the Properties (Boise Towne Square)  was
used to secure a  new  first mortgage debt in the amount of $79,000,000 bearing
interest at a fixed 6.64%  per  annum.   The  excess  proceeds were used to pay
transaction  costs  and  reduce  the  outstanding balance on  the  2000  Credit
Facility (as defined herein).

      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 represents a limited partner interest in the Operating  Partnership with a
liquidation  value of twenty-five dollars per unit.  The Operating  Partnership
used the net proceeds  of  approximately  $92.2 million to repay $90 million in
borrowings  outstanding  under  the  Prior  Credit  Facility  and  to  increase
operating cash.  The Series B Preferred Units,  which  may be redeemed for cash
at the option of the Operating Partnership on or after July  28,  2004, have no
stated maturity or mandatory redemption and are not convertible into  any other
securities  of  the  Operating  Partnership.  The Series B Preferred Units  are
exchangeable at the option of the  preferred unitholder at a rate of one Series
B  Preferred Unit for one share of the  Company's  Series  B  8.95%  cumulative
redeemable  preferred  stock  beginning  July 28, 2009 or earlier under certain
circumstances.  In the event that shares of Series B preferred stock are issued
in exchange for Series B Preferred Units,  the Operating Partnership will issue
an equivalent number of Series B Preferred Units to the Company.  Any shares of
Series B preferred stock issued in exchange  for  Series B Preferred Units will
have the same rights, terms and conditions with respect  to  redemption  as the
Series  B Preferred Units and will not be convertible into any other securities
of the Company.

      In  August 1999, the Company adopted a stockholders' rights plan, as such
may be amended or restated from time to time, declaring a dividend of one right
for each share of the Company's Common Stock outstanding on or after August 18,
1999.  Pursuant  to  the plan, each right will entitle holders of the Company's
Common Stock to buy one  unit  (a  "Unit")  of  Series  A  Junior Participating
Preferred Stock (the "Junior Preferred Stock") at an exercise  price of seventy
dollars.  Each Unit will have substantially the same economic and voting rights
as one share of Common Stock.  The rights will be exercisable, and  will detach
from the Common Stock, only (A) if a person or group (i) acquires 15%  or  more
of  the  outstanding  shares  of  the  Company's Common Stock; (ii) announces a
tender or exchange offer that, if consummated,  would  result  in  a  person or
group  beneficially  owning  15%  or  more  of  the  outstanding  shares of the
Company's Common Stock; (iii) is declared by the Board of Directors  to  be  an
Adverse  Person  (as  defined in the plan) if such person or group beneficially
owns 10% or more of the  outstanding  shares  of the Company's Common Stock; or
(iv) acquires beneficial ownership of 40% or more  of the outstanding shares of
the  Company's  Common  Stock;  or (B) upon the occurrence  of  certain  events
involving a consolidation, merger  or  sale  or  transfer  of assets or earning
power of the Company.  Upon the occurrence of certain triggering  events,  each
right  will  entitle  the  holder (other than the acquiring person or group) to
purchase Units (or, in certain  circumstances,  Common  Stock  of the acquiring
person  or group) with a value of twice the exercise price of the  rights  upon
payment of  the  exercise price.  In connection with the plan, 3,060,000 shares
of  Junior  Preferred  Stock  were  reserved  for  issuance.   The  rights  are
redeemable by  the  Company under certain circumstances at $.0001 per right and
will expire, unless earlier redeemed, on August 11, 2009.

<PAGE> 3

      In October 1999,  the Company's Board of Directors authorized the Company
to repurchase up to $25,000,000  of  its  outstanding Common Stock through open
market purchases and private transactions.   Accordingly, from October 25, 1999
through  March 20, 2000, the Company repurchased  1,463,100  shares  of  Common
Stock for approximately $24,998,000. All shares of Common Stock which have been
repurchased by the Company have been retired.

      On May  1,  2000, the Operating Partnership issued 320,000 Series C 8.75%
cumulative redeemable  preferred units of limited partner interest (the "Series
C Preferred Units") in a  private  placement.   Each  Series  C  Preferred Unit
represents  a  limited  partner  interest of the Operating Partnership  with  a
liquidation value of twenty-five dollars  per  unit.  The Operating Partnership
used the net proceeds of approximately $7.8 million  for  the partial repayment
of  borrowings  outstanding  under  the Prior Credit Facility.   The  Series  C
Preferred Units, which may be redeemed  for cash at the option of the Operating
Partnership  on or after May 1, 2005, have  no  stated  maturity  or  mandatory
redemption and  are  not convertible into any other securities of the Operating
Partnership.  The Series  C  Preferred  Units are exchangeable at the option of
the preferred unitholder at a rate of one Series C Preferred Unit for one share
of the Company's Series C 8.75% cumulative redeemable preferred stock beginning
May 1, 2010 or earlier under certain circumstances.   In  the event that shares
of  Series  C  preferred  stock are issued in exchange for Series  C  Preferred
Units, the Operating Partnership  will  issue  an equivalent number of Series C
Preferred Units to the Company.  Any shares of Series  C preferred stock issued
in exchange for Series C Preferred Units will have the same  rights,  terms and
conditions with respect to redemption as the Series C Preferred Units and  will
not be convertible into any other securities of the Company.

      On  July  28,  2000,  the Operating Partnership replaced and canceled the
Prior Credit Facility with a  new  $200  million unsecured credit facility (the
"2000 Credit Facility") from a syndicate of  banks  lead  by Bank One, NA.  The
2000 Credit 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  85  to  145  basis  points.   The  LIBOR spread is determined by the
Operating Partnership's credit rating and/or leverage  ratio.   The 2000 Credit
Facility also includes a competitive bid option in the amount of  $100  million
which will allow the Operating Partnership to solicit bids for borrowings  from
the  bank  syndicate.   The  2000  Credit  Facility  will  be  used for general
corporate  purposes  including  development,  working  capital,  repayment   of
indebtedness  and/or  amortization payments.  The 2000 Credit Facility contains
restrictive covenants,  including  limitations  on  the  amount  of outstanding
secured  and  unsecured  debt  of  the  Operating Partnership and requires  the
Operating Partnership to maintain certain  financial  ratios.   The 2000 Credit
Facility  was used to payoff and replace the Prior Credit Facility.   The  2000
Credit Facility  provides  for monthly payments of interest only.  The weighted
average interest rate paid on  borrowings under the 2000 Credit Facility during
the  year  ended  December  31, 2001  was  5.16%  per  annum  and  the  balance
outstanding at December 31, 2001 was $124,000,000.

      On January 22, 2001, the Operating Partnership through Boise Mall, LLC, a
wholly-owned subsidiary, obtained  a  first  mortgage on Boise Towne Square, in
Boise, Idaho, in the amount of $79,000,000 with  a  ten-year term.  The payment
is  based  on a thirty-year amortization schedule with  a  balloon  payment  of
$68,315,000  on February 10, 2011, bearing interest at a fixed 6.64% per annum.
The Operating  Partnership used the proceeds to pay-off $61,223,000 outstanding
notes due 2001,  secured  by  real  estate,  with  an interest rate of 6.37% to
reduce  amounts  outstanding  under  the  Operating Partnership's  2000  Credit
Facility.  The Properties unencumbered by this  transaction  include Cottonwood
Mall in Holladay, Utah; North Plains Mall, in Clovis, New Mexico; and the Three
Rivers Mall, in Kelso, Washington.

      On  February  20, 2001, the Operating Partnership issued 2,500  units  of
limited partner interest  to  New  Mexico  I  Partners  in  connection with its
purchase of land and building at Animas Valley Mall, in Farmington, New Mexico,
from  New  Mexico  I  Partners.   The value of the Operating Partnership  Units
issued at that time was $47,000.

      On June 28, 2001, Provo Mall  Development  Company  Ltd.,  a consolidated
partnership  of  which  the  Operating  Partnership  is  the  general  partner,
exercised  its right to extend its $50,000,000 variable rate construction  loan
facility.  The  balance  outstanding  as  of December 31, 2001 was $44,085,000.
The extension is for a two-year period maturing July 1, 2003.

      On July 31, 2001, Spokane Mall Development  Company,  Ltd. Partnership, a
consolidated  partnership  of  which the Operating Partnership is  the  general
partner, obtained a new loan facility  from  a  group of banks led by Bank One,
Arizona, NA.  The new loan facility totaled $47,340,000,  of  which $41,600,000
was drawn at closing and used to pay-off and terminate the maturing $50,000,000
Spokane Valley Mall construction loan, which had a balance of $41,600,000.  The
new loan facility is for two years, maturing on July 31, 2003, with an interest
rate of LIBOR plus 150 basis points.  An additional $5,740,000 was drawn on the
loan facility in December 2001 to help fund the newly developed  Spokane Valley
Mall  Plaza,  a  new community center located next to Spokane Valley  Mall,  in
Spokane, Washington.   The  balance outstanding under this loan facility, as of
December 31, 2001, was $47,340,000.

<PAGE> 4

      On October 12, 2001, the Operating Partnership used operating cash to pay
off a $1,243,000 loan on the Company's Sears-East Bay Property, in Provo, Utah,
which was scheduled to mature  on  November  30,  2001.   The loan had a stated
interest rate of 9.38% per annum.

      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, The Bon March<e'>,
Sears, Dillard's, Mervyn's and Meier & Frank.  The  18  regional  malls  in the
portfolio contain an aggregate of approximately 10,414,000 square feet of Total
GLA  and  range  in  size from approximately 301,000 to approximately 1,166,000
square feet of Total GLA.   The  community  center  portfolio  consists  of  25
Properties  in  eight  states containing approximately 3,427,000 square feet of
Total  GLA.   The  one  free-standing  retail  Property  contains  a  total  of
approximately 2,000 square  feet  of  GLA.   The  commercial  portfolio,  which
includes 38 commercial buildings containing approximately 1,355,000 square feet
of  GLA,  is  primarily  located  in  the  Salt  Lake City, Utah area where the
Company's headquarters are located.

      In October 2001, Spokane Mall Development Company,  Ltd.  Partnership,  a
consolidated  partnership  of  which  the  Operating Partnership is the general
partner, opened Spokane Valley Mall Plaza, a  new  community center development
in Spokane, Washington.  This Property is next to the  Spokane  Valley Mall and
contains approximately 132,000 square feet of GLA.  At December 31,  2001, this
Property was 100% occupied.

      On  November  5,  2001,  the  Operating  Partnership sold Fry's Plaza,  a
community  center,  in Glendale, Arizona, for approximately  $7,450,000.   This
property had approximately 119,000 square feet of GLA.  The gain on the sale of
this property was $4,093,000.

      The Company sold parcels of undeveloped land adjacent to its Cache Valley
Mall, in Logan, Utah,  and  adjacent  to  its  Spokane Valley Mall, in Spokane,
Washington, during 2001.  The gain on sale at these Properties was $872,000 and
$118,000, respectively.

<PAGE> 5

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
                                                                                            12/31/2001 (6)
                                                                                     -----------------------

<S>             <C>      <C>      <C>      <C>      <C>       <C>        <C>       <C>      <C>    <C>    <C>   <C>    <C>
                                    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(7)ANCHORS
--------------- -------- -------  -------  -------- --------- ---------- ---------- --------- ------ ------ ------ ------ ----------
REGIONAL MALLS

Utah
----
Cache Valley
Mall            Logan       RM     30,120    97,011   182,889    310,020    307,520     2,500  94.3%  94.2%  83.8%  Fee   JCPenney,
                                                                                                                          Dillard's,
                                                                                                                          C-A-L
                                                                                                                          Ranch,
                                                                                                                          Gotts-
                                                                                                                          chalk's
Cottonwood
Mall (8)        Holladay    RM     53,300   322,890   379,508    755,698    755,698        --  84.9%  84.9%  64.6%  Fee   JCPenney,
                                                                                                                          Meier &
                                                                                                                          Frank
Provo Towne
Center (9)      Provo       RM      9,564   231,532   560,505    801,601    460,972   340,629  95.2%  91.7%  83.4%  Fee   JCPenney,
                                                                                         (10)                             Dillard's,
                                                                                                                          Cinemark
                                                                                                                          Theaters,
                                                                                                                          Sears
Red Cliffs      St.
Mall            George      RM     17,425    90,977   277,057    385,459    271,188   114,271  98.3%  97.6%  92.9%  Fee   JCPenney,
                                                                                         (11)                             Sears,
                                                                                                                          Dillard's
                                                                                                                          (11)

IDAHO
-----
Boise Towne
Square (9)      Boise       RM     90,418   391,398   684,597  1,166,413    594,642   571,771  98.8%  97.7%  96.5% Fee/   JCPenney,
                                                                                         (12)                     GL/(13) Dillard's,
                                                                                                                          Sears,
                                                                                                                          The Bon
                                                                                                                          March<e'>,
                                                                                                                          Mervyn's
Grand Teton     Idaho
Mall            Falls       RM     29,089   164,064   344,882    538,035    532,415     5,620  96.6%  96.5%  88.8%  Fee   JCPenney,
                                                                                                                          Sears,
                                                                                                                          Dillard's,
                                                                                                                          The Bon
                                                                                                                          March<e'>,
                                                                                                                          Old Navy
Pine Ridge
Mall            Pocatello   RM     25,818   146,480   437,987    610,285    498,785   111,500  96.9%  96.2%  86.9% Fee/   JCPenney,
                                                                                         (14)                     GL/(15) Dillard's
                                                                                                                          The Bon
                                                                                                                          March<e'>,
                                                                                                                          Sears,
                                                                                                                          ShopKo
Silver Lake     Coeur
Mall            d'Alene     RM     20,090    97,266   217,493    334,849    327,913     6,936  97.3%  97.3%  90.8%  Fee   JCPenney,
                                                                                                                          Sears,
                                                                                                                          Emporium,
                                                                                                                          Gotts-
                                                                                                                          chalk's

WASHINGTON
----------
NorthTown Mall
(9)             Spokane     RM         --   394,826   652,892  1,047,718    805,326   242,392  95.9%  94.7%  89.2%  Fee   JCPenney,
                                                                                         (16)                             Sears,
                                                                                                                          Barnes &
                                                                                                                          Noble,
                                                                                                                          Mervyn's,
                                                                                                                          The Bon
                                                                                                                          March<e'>,
                                                                                                                          Emporium,
                                                                                                                          Nordstrom
                                                                                                                          Rack,
                                                                                                                          Regal
                                                                                                                          Cinemas
                                                                                                                          (17)

</TABLE>
<PAGE> 6

<TABLE>
<CAPTION>

                                RETAIL PROPERTIES (continued)

                                                                                          OCCUPANCY AS OF
                                                                                            12/31/2001 (6)
                                                                                     -----------------------
<S>             <C>      <C>      <C>      <C>      <C>       <C>        <C>       <C>      <C>    <C>    <C>   <C>    <C>
                                    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(7)ANCHORS
--------------- -------- -------  -------  -------- --------- ---------- ---------- --------- ------ ------ ------ ------ ----------
REGIONAL MALLS
(continued)
Spokane Valley
Mall (9)        Spokane     RM     54,296   270,397   411,731    736,424    481,727   254,697  94.6%  91.7%  85.2%  Fee   JCPenney,
                                                                                         (18)                             Sears,
                                                                                                                          The Bon
                                                                                                                          March<e'>,
                                                                                                                          Regal
                                                                                                                          Cinemas
                                                                                                                          (17)


Three Rivers
Mall            Kelso       RM    246,890   126,789   188,076    561,755    379,874   181,881  93.1%  89.8%  69.6%  Fee   JCPenney,
                                                                                         (19)                             Sears,
                                                                                                                          The Bon
                                                                                                                          March<e'>,
                                                                                                                          Emporium,
                                                                                                                          Regal
                                                                                                                          Cinemas
                                                                                                                          (17)


OREGON
------
Salem Center    Salem       RM         --   165,629   483,000    648,629    210,629   438,000  96.6%  89.5%  86.6%  Fee/  JCPenney,
                                                                                         (20)                      GL(21) Mervyn's,
                                                                                                                          Meier &
                                                                                                                          Frank,
                                                                                                                          Nordstrom,
                                                                                                                          Regal
                                                                                                                          Cinemas
                                                                                                                          (17)


WYOMING
-------
Eastridge Mall  Casper      RM     17,500   217,521   336,821    571,842    495,959    75,883  96.0%  95.4%  89.6%  Fee   JCPenney,
(8)                                                                                      (22)                             Target,
                                                                                                                          The Bon
                                                                                                                          March<e'>,
                                                                                                                          Sears,
                                                                                                                          Old
                                                                                                                          Navy,
                                                                                                                          Ross

White Mountain  Rock
Mall            Springs     RM     26,025   105,992   208,452    340,469    340,469        --  72.2%  72.2%  57.6%  Fee   JCPenney,
                                                                                                                          Herbergers
                                                                                                                          (23)(24)

NEW MEXICO
----------
Animas Valley   Farm-
Mall            ington      RM     33,000   220,816   271,155    524,971    515,971     9,000  78.8%  78.4%  72.3%  Fee   JCPenney,
                                                                                                                          Sears,
                                                                                                                          Dillard's,
                                                                                                                          Ross (24)

North Plains
Mall            Clovis      RM     24,111    81,416   195,544    301,071    297,951     3,120  94.8%  94.7%  80.6%  Fee   JCPenney,
                                                                                                                          Sears,
                                                                                                                          Beall's,
                                                                                                                          Dillard's

ARIZONA
-------
Mall at Sierra  Sierra
Vista           Vista       RM      4,500   103,105   231,270    338,875    137,883   200,992  94.2%  85.8%  81.0%  Fee   Sears,
                                                                                         (10)                             Dillard's,
                                                                                                                          Cinemark
                                                                                                                          Theaters

CALIFORNIA
----------
Visalia Mall    Visalia     RM      8,510   174,203   257,000    439,713    439,713        --  99.2%  99.2%  98.1%  Fee   JCPenney,
                                                                                                                          Gotts-
                                                                                                                          chalk's
                                  ------- --------- --------- ---------- ---------- --------- ------ ------ ------
Subtotal
Regional Malls                    690,656 3,402,312 6,320,859 10,413,827  7,854,635 2,559,192  93.8%  91.8%  84.0%
                                  ------- --------- --------- ---------- ---------- --------- ------ ------ ------
</TABLE>

<PAGE> 7

<TABLE>
<CAPTION>
                                RETAIL PROPERTIES (continued)

                                                                                          OCCUPANCY AS OF
                                                                                            12/31/2001 (6)
                                                                                     -----------------------
<S>             <C>      <C>      <C>      <C>      <C>       <C>        <C>       <C>      <C>    <C>    <C>   <C>    <C>
                                    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(7)ANCHORS
--------------- -------- -------  -------  -------- --------- ---------- ---------- --------- ------ ------ ------ ------ ----------
COMMUNITY
CENTERS
AND FREE-
STANDING
RETAIL
PROPERTY

UTAH
----
Cottonwood      Salt
Square          Lake        CC         --    35,467    41,612     77,079     77,079        --  95.3%  95.3%  89.9%  Fee/  Albertsons
                City                                                                                               GL(25)

Fort Union      Salt
Plaza           Lake        CC     32,968        --        --     32,968     32,968        -- 100.0% 100.0%    -- GL(26)  None
                City

Gateway         Bountiful   CC     35,982    75,586   178,361    289,929    159,891   130,038  99.6%  99.2%  98.4%  Fee   ShopKo,
                                                                                         (14)                             Ross,
                                                                                                                          Michaels',
                                                                                                                          TJ Maxx

North Temple    Salt
Shops           Lake        CC         --    10,085    72,376     82,461     10,085    72,376 100.0% 100.0% 100.0%  Fee   Albertsons
                City                                                                     (27)                             Rite Aid


Orem Plaza-
Center Street   Orem        CC      9,587    18,814    62,420     90,821     85,221     5,600 100.0% 100.0% 100.0%  Fee   Savers,
                                                                                                                          Showbiz
                                                                                                                          Pizza

Orem Plaza-
State Street    Orem        CC     16,990    19,057    59,055     95,102     27,497    67,605  97.8%  92.3%  88.9%  Fee   Rite
                                                                                         (28)                             Aid,
                                                                                                                          Staples

Plaza 9400      Sandy       CC     34,510    55,445   136,745    226,700    226,700        -- 100.0% 100.0% 100.0% GL(29) Albertsons
                                                                                                                          Fred
                                                                                                                          Meyer

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

River Pointe    West
Plaza           Jordan      CC     18,522    51,181   150,431    220,134     51,181   168,953  96.7%  85.9%  85.9%  Fee   Albertsons
                                                                                         (30)                             ShopKo

Riverside
Plaza           Provo       CC     10,050    21,211   146,394    177,655    174,655     3,000  97.6%  97.6%  80.0%  Fee   Macey's,
                                                                                                                          Rite Aid,
                                                                                                                          Big Lots

University
Crossing        Orem        CC      7,884    38,544   153,608    200,036    199,136       900  92.4%  92.4%  60.8%  Fee   Burlington
                                                                                                                          Coat (31),
                                                                                                                          OfficeMax
                                                                                                                          (32),
                                                                                                                          CompUSA,
                                                                                                                          Barnes &
                                                                                                                          Noble

IDAHO
-----
Alameda Plaza   Pocatello   CC     19,049    27,346   143,946    190,341    190,341        --  37.2%  37.2%  50.5%  Fee   Albertsons
(33)

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


Boise Plaza     Boise       CC         --        --   108,464    108,464    108,464        -- 100.0% 100.0%     -- PI(34) Burlington
                                                                                                                          Coat (31),
                                                                                                                          Albertsons

Boise Towne
Plaza           Boise       CC     13,143    12,000    91,534    116,677    116,677        -- 100.0% 100.0% 100.0%  Fee   Circuit
                                                                                                                          City,
                                                                                                                          Linens'n
                                                                                                                          Things,
                                                                                                                          Old
                                                                                                                          Navy

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

Yellowstone     Idaho
Square          Falls       CC     18,419    36,923   166,733    222,075    220,275     1,800  14.7%  14.0%  35.6%  Fee   Albertsons
                                                                                                                          (24)

</TABLE>

<PAGE> 8

<TABLE>
<CAPTION>
                                RETAIL PROPERTIES (continued)

                                                                                          OCCUPANCY AS OF
                                                                                            12/31/2001 (6)
                                                                                     -----------------------

<S>             <C>      <C>      <C>      <C>      <C>       <C>        <C>        <C>      <C>    <C>    <C>   <C>    <C>
                                    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(7)ANCHORS
--------------- -------- -------  -------  -------- --------- ---------- ---------- --------- ------ ------ ------ ------ ----------
COMMUNITY
CENTERS
AND FREE-
STANDING
RETAIL
PROPERTY
(CONTINUED)

OREGON
------
Bailey Hills
Plaza           Eugene      CC     12,000    11,895   155,000    178,895     11,895   167,000  99.2%  87.3%  87.3%   Fee  Safeway,
                                                                                         (35)                             ShopKo

Division
Crossing        Portland    CC      2,589    24,091    67,960     94,640     92,051     2,589  94.2%  94.1%  77.4%   Fee  Safeway,
                                                                                                                          Rite
                                                                                                                          Aid

Halsey
Crossing        Gresham     CC      7,267    39,342    52,764     99,373     99,373        --  96.6%  96.6%  91.4% GL(36) Safeway



NEVADA
------
Fremont         Las
Plaza           Vegas       CC      6,542    19,648    77,348    103,538    103,538        --  97.2%  97.2%  85.1% GL(37) Smith's
                                                                                                                          Food &
                                                                                                                          Drug,
                                                                                                                          Sav-On
                                                                                                                          Drug

Plaza 800       Sparks      CC      5,985    21,821   148,625    176,431    176,431        --  98.2%  98.2%  85.3% GL(38) Albertsons
                                                                                                                          ShopKo


COLORADO
--------
Austin Bluffs   Colorado
Plaza           Springs     CC     13,997    35,859    71,543    121,399     78,902    42,497  99.0%  98.5%  96.7%   Fee  Albertsons
                                                                                         (39)                             Longs
                                                                                                                          Drugs

ARIZONA
-------
Woodlands
Village         Flagstaff   CC      4,020    43,380   146,898    194,298     91,858   102,440  99.5%  98.9%  97.6%  Fee   Bashas',
                                                                                         (40)                             Wal-Mart

CALIFORNIA
----------
Anaheim Plaza   Anaheim     CC     10,000        --    82,170     92,170     92,170        -- 100.0% 100.0%     -- PI(41) Fullerton
                                                                                                                          Toyota

WASHINGTON
----------
Spokane Valley
Mall Plaza      Spokane     CC      6,000        --   126,098    132,098    132,098        -- 100.0% 100.0%     --  Fee   Sports-
                                                                                                                          man's
                                                                                                                          Warehouse,
                                                                                                                          Linens 'n
                                                                                                                          Things,
                                                                                                                          Old
                                                                                                                          Navy
                                  ------- --------- --------- ---------- ---------- --------- ------ ------ ------
Subtotal
Community
Centers                           307,341   635,375 2,486,693  3,429,409  2,655,284   774,125  89.5%  86.4%  85.9%
                                  ------- --------- --------- ---------- ---------- --------- ------ ------ ------
Total Retail
Properties                        997,997 4,037,687 8,807,552 13,843,236 10,509,919 3,333,317  92.7%  90.4%  84.3%
                                  ======= ========= ========= ========== ========== ========= ====== ====== ======

</TABLE>

<PAGE> 9

<TABLE>
<CAPTION>

                                RETAIL PROPERTIES (continued)
-------------------------
<S>  <C>
(1)  Property  type  definitions  are  as follows: Regional Mall--RM, Community
     Centers--CC and Free-standing Retail Properties--FR.
(2)  Free-standing 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  Company-owned  leasable  area  and tenant-owned leasable  area
     within the Properties.
(5)  Represents Company-owned leasable area within the Properties.
(6)  Occupied space is defined as any space where a tenant is obligated for the
     space under a signed long-term lease.
(7)  Ownership  type  definitions  are  as follows: Fee,  Ground  lease-GL  and
     Partnership Interest-PI.
(8)  Carmike Cinemas, a tenant at this Property, has filed for protection under
     the United States Bankruptcy Code (the "Bankruptcy Code").  The Trustee in
     bankruptcy has rejected the terms of  Carmike's  lease  effective February
     28,  2002  and  the Company is currently in the process of re-leasing  the
     space.
(9)  Secured Property as of December 31, 2001.
(10) Tenant-owned space at this Property includes Dillard's and Sears.
(11) Tenant-owned space  at this Property includes Wal-Mart which is vacant but
     continues to be responsible under its reciprocal easement agreement.
(12) Tenant-owned space at  this  Property  includes JCPenney, Sears, Dillard's
     and Mervyn's.
(13) The Operating Partnership owns a ground  lease on two acres used primarily
     for parking and landscaping.  The lease is renewed annually.
(14) Tenant owned space at this Property includes ShopKo.
(15) The Operating Partnership owns two ground  leases  on  7.3  acres  and 1.2
     acres.  The leases expire in 2010 and 2011.
(16) Tenant-owned space at this Property includes Sears and Mervyn's.
(17) Regal  Cinemas,  a tenant at this property, has filed for protection under
     the Bankruptcy Code.   The  Trustee  in  bankruptcy  assumed Regal Cinemas
     lease  at  this property and Regal continues to be responsible  for  lease
     payments pursuant to the terms of the lease.
(18) Tenant-owned space at this Property includes Sears and The Bon March<e'>
(19) Tenant owned space at this property includes Target and Top Foods.
(20) Tenant-owned  space  at this Property includes JCPenney, Mervyn's, Meier &
     Frank and Nordstrom.
(21) The Operating Partnership  owns  2.35  acres  in  fee  and also owns seven
     ground leases on 1.58 acres.  The leases expire in 2052 and 2061.
(22) Tenant-owned space at this Property includes Target.
(23) Wal-Mart is paying rent but not occupying the space.  The  lease  ends  in
     July 2009.
(24) Anchor space is vacant as of December 31, 2001.
(25) The Operating Partnership owns ground leases on 2.2 acres that expire 2011
     through 2051.
(26) The  Operating  Partnership owns ground leases on 7.0 acres that expire in
     2074.
(27) Tenant-owned space at this Property includes Albertsons and Rite Aid.
(28) Tenant-owned space at this Property includes Rite Aid and Staples.
(29) The Operating Partnership  owns ground leases on 22.9 acres that expire in
     2007.  The Operating Partnership has the option to renew through 2032.
(30) Tenant-owned space at this Property includes Albertsons and ShopKo.
(31) The Operating Partnership's  lease  is with Fred Meyer which subleases the
     Property space to Burlington Coat.
(32) The Operating Partnership's lease is  with  Fred Meyer which subleases the
     Property  space  to Burlington Coat.  33.6% of  the  space  sub-leased  by
     Burlington Coat is further subleased to Office Max.
(33) Carmike Cinemas, a tenant at this Property, has filed for protection under
     the Bankruptcy Code.   The  Trustee  in  bankruptcy  has  not  accepted or
     rejected  Carmike's  lease  at this Property and Carmike continues  to  be
     responsible for lease payments pursuant to the terms of the lease.
(34) The  Operating  Partnership's  ownership   interest   represents  a  73.3%
     partnership interest in the current fee holder of the Property.
(35) Tenant-owned space at this Property includes Safeway and ShopKo.
(36) The Operating Partnership owns ground leases on 6.4 acres  that  expire in
     2068.
(37) The Operating Partnership owns ground leases on 17.0 acres that expire  in
     2005.  The Operating Partnership has the option to renew through 2035.
(38) The  Operating Partnership owns ground leases on 16.8 acres that expire in
     2024.
(39) Tenant-owned space at this Property includes Longs Drugs.
(40) Tenant-owned space at this property includes Wal-Mart.
(41) The  Operating   Partnership's   ownership   interest   represents  a  50%
     partnership interest in the current ground lease holder of the Property.
</TABLE>

<PAGE> 10

<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         497,883      96.1%      Fee
Price Business Center-South Main       Salt Lake City         BP         114,071      90.5%      Fee
Price Business Center-Timesquare       Salt Lake City         BP         289,522      89.5%      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/FSB Plaza                        Boise                  CP          11,058     100.0%      Fee
                                                                      ----------   --------
                                                                       1,354,774      95.5%
                                                                      ==========   ========
</TABLE>
----------------------
(1)  Property  type definitions are as follows:  Business Park--BP,  Commercial
     Property--CP.

SIGNIFICANT PROPERTIES

      Boise Towne  Square,  in Boise, Idaho, contributed approximately 10.1% of
the Company's total rental revenue  (i.e.,  minimum rents plus percentage rents
("Rental  Revenue"))  for  the  year ended December  31,  2001.   Additionally,
NorthTown Mall, in Spokane, Washington,  comprised in excess of 10% of the book
value of Company assets and total Rental Revenue  for  the  year ended December
31, 2001.  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  1988.   Boise  Towne Square is the dominant
regional mall in its trade area, with several community  centers  as  its major
competition.

      On  January  22,  2001, in connection with the repayment of the Company's
collateralized notes due 2001, the Property was contributed to Boise Mall, LLC,
a wholly-owned subsidiary  of  the Company, and a first mortgage of $79,000,000
was placed on the Property.  The  mortgage  has  a ten-year term with a thirty-
year amortization schedule bearing interest at 6.64%  per  annum  and a balloon
payment  on February 10, 2011.  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 $20,000 per year.  The Company  believes  that  the
Property  is  adequately  insured.   Depreciation  and  amortization  are taken
utilizing the straight-line method over a period of four to 40 years with a net
book  basis  of  approximately  $47,294,000,  $46,964,000,  and  $47,833,000 at
December 31, 2001, 2000 and 1999, respectively.  It is the Company's  policy to
renovate, expand and upgrade the Property as warranted by market conditions.

      As  of December 31, 2001, 2000 and 1999, Boise Towne Square was 99%,  98%
and 99% leased, respectively, with an average annual rent from shop tenants per
square foot  of  $25.22,  $24.08  and  $22.77  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 each
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> 11

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


<TABLE>
<CAPTION>
                                                            AVERAGE             PERCENTAGE OF GLA
                                              ANNUALIZED   ANNUALIZED     REPRESENTED BY EXPIRING LEASES
                                               BASE RENT  BASE RENT PER  --------------------------------
 LEASE EXPIRATIONS      NUMBER   APPROXIMATE    UNDER     SQ. FT. UNDER    ASSUMING NO     ASSUMING FULL
    YEAR ENDING       OF LEASES      GLA       EXPIRING     EXPIRING       EXERCISE OF      EXERCISE OF
  DECEMBER 31, (1)     EXPIRING  SQUARE FEET    LEASES       LEASES      RENEWAL OPTIONS  RENEWAL OPTIONS
--------------------  ---------  -----------  ----------  -------------  ---------------  ---------------
<S>                   <C>        <C>          <C>         <C>            <C>              <C>
2002                         11       15,653    $322,416         $20.60            2.66%            2.45%
2003                         18       33,701     772,717          22.93            5.72%            4.45%
2004                         12       32,025     618,886          19.33            5.43%            2.49%
2005                          9       17,510     359,870          20.55            2.97%            2.36%
2006                         10       23,936     500,671          20.92            4.06%            2.83%
2007                          4        6,467     205,596          31.79            1.10%            1.10%
2008                         23      219,324   2,189,631           9.98           37.22%            6.57%
2009                         27       73,650   1,700,241          23.09           12.50%            9.51%
2010                         21       53,876   1,495,582          27.76            9.14%            8.70%
2011 and thereafter          22       68,842   1,762,405          25.60           11.68%            8.85%
                      ---------  -----------                             ---------------  ---------------
Total                       157      544,984                                      92.48%           49.31%
                      =========  ===========                             ===============  ===============
</TABLE>
---------------------
(1) Excludes tenants paying percentage rents in-lieu of minimum rents.

<PAGE> 12

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, 2001, 2000 and 1999, the mall was 96%, 95% and 94%
leased, respectively,  with an average annual rent from shop tenants per square
foot of $30.33, $29.33 and  $29.47  for  the  years  ended  on these respective
dates.  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.

      In September 2000, the Company completed an addition  to  NorthTown  Mall
adding  approximately  103,000  square  feet  of  additional GLA.  The addition
included a 12-screen Regal Cinemas occupying approximately  50,000  square feet
of GLA, a Barnes & Noble Booksellers occupying approximately 27,000 square feet
of GLA and a Nordstrom Rack occupying approximately 26,000 square feet  of GLA.
An additional 912-stall parking garage was also completed.

      NorthTown  Mall is financed in part by a first mortgage.  The balance  at
December 31, 2001,  2000  and  1999  on  the  first  mortgage  was $81,571,000,
$82,540,000  and $83,382,000, respectively.  Depreciation and amortization  are
taken utilizing  the  straight-line  method  over a period of three to 40 years
with  a  net  book  basis  of  approximately  $140,754,000,   $143,525,000  and
$135,183,000, at December 31, 2001, 2000 and 1999, respectively.

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

<TABLE>
<CAPTION>
                                                            AVERAGE             PERCENTAGE OF GLA
                                              ANNUALIZED   ANNUALIZED     REPRESENTED BY EXPIRING LEASES
                                               BASE RENT  BASE RENT PER  --------------------------------
 LEASE EXPIRATIONS      NUMBER   APPROXIMATE    UNDER     SQ. FT. UNDER    ASSUMING NO     ASSUMING FULL
    YEAR ENDING       OF LEASES      GLA       EXPIRING     EXPIRING       EXERCISE OF      EXERCISE OF
  DECEMBER 31, (1)     EXPIRING  SQUARE FEET    LEASES       LEASES      RENEWAL OPTIONS  RENEWAL OPTIONS
--------------------  ---------  -----------  ----------  -------------  ---------------  ---------------
<S>                   <C>        <C>          <C>         <C>            <C>              <C>

2002                         22       67,076  $1,128,659         $16.83            9.43%            9.13%
2003                         13       11,972     416,304          34.77            1.68%            1.68%
2004                         17       36,325     805,479          22.17            5.11%            4.64%
2005                         14       28,379     815,335          28.73            3.99%            3.38%
2006                         12       22,375     595,341          26.61            3.15%            3.15%
2007                         12       28,568     808,461          28.30            4.02%            3.72%
2008                          2        5,879     115,300          19.61            0.83%            0.83%
2009                         15       53,648   1,206,568          22.49            7.54%            6.89%
2010                         14       77,101   1,430,288          18.55           10.84%            3.41%
2011 and thereafter          19      349,928   2,820,961           8.06           49.21%            4.55%
                      ---------  -----------                             ---------------  ---------------
Total                       140      681,251                                      95.80%           41.38%
                      =========  ===========                             ===============  ===============
</TABLE>
--------------------
(1) Excludes tenants paying percentage rents in-lieu of minimum rents.

<PAGE> 13

THE COMPANY'S LARGEST TENANTS

  Large  stores  (over  20,000 square feet per store) occupy 65.5% of the Total
GLA of the Company's regional  malls  and  community  centers.   The  Company's
largest tenants include JCPenney, Sears, Dillard's, The Bon March<e'>,  Meier &
Frank,  Mervyn's, Gottschalk's, The Emporium, Regal Cinemas, Cinemark Theaters,
ShopKo, Nordstrom,  Target,  Albertsons,  Burlington  Coat  and Fred Meyer.  No
tenant represented more than 3.96% of the Company's total Rental  Revenues  for
the year ended December 31, 2001.

  ANCHORS

  Regional malls and community centers usually contain one or more large retail
companies  known  as  "anchors."   Anchors, which generally 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, Dillard's, The
Bon  March<e'>, Meier & Frank,  Mervyn's,  Gottschalk's,  The  Emporium,  Regal
Cinemas,  Cinemark  Theaters,  ShopKo,   Nordstrom  and  Target. Anchors in the
regional malls occupy 60.7% of Total GLA of the regional malls.   The following
table  summarizes  the  Total GLA owned and leased as of December 31,  2001  by
these anchors:

<TABLE>
<CAPTION>
                                           COMPANY-                                           COMPANY-OWNED
                               NUMBER OF    OWNED        ANCHOR-       ANCHOR       PERCENT   ANCHOR RENTS
                                ANCHOR      SQUARE        OWNED       TOTAL GLA      TOTAL       AS % OF
            ANCHOR              STORES       FEET      SQUARE FEET   SQUARE FEET      GLA      REVENUE (1)
-----------------------------------------------------------------------------------------------------------
<S>                          <C>          <C>         <C>           <C>           <C>         <C>
JCPenney                            17     1,205,146       243,591     1,448,737       9.53%          3.96%
Sears                               13       546,847       611,001     1,157,848       7.62%          1.65%
Dillard's                            9       553,118       483,997     1,037,115       6.82%          1.38%
The Bon March<e'>                    7       511,969       120,420       632,389       4.16%          2.26%
Meier & Frank                        2       214,354       183,500       397,854       2.62%             *
Mervyn's                             3            --       241,560       241,560       1.59%            --
Gottschalk's                         2       194,417            --       194,417       1.28%          1.14%
The Emporium                         3       153,003            --       153,003       1.01%             *
Regal Cinemas                        4       151,298            --       151,298       1.00%          1.42%
Cinemark Theaters                    2       113,128            --       113,128          *           1.36%
ShopKo                               1            --       111,500       111,500          *             --
Nordstrom                            2        26,304        72,000        98,304          *              *
Target                               1            --        75,883        75,883          *             --
</TABLE>
----------------------
*    Less than 1%
(1)  Revenue defined as minimum rents plus percentage rents.

<PAGE> 14

      Anchor  tenants occupying  the  greatest  amount  of  Total  GLA  in  the
Company's community  centers  are ShopKo, Albertsons, Safeway, Burlington Coat,
Rite Aid, Wal-Mart, Fred Meyer,  Fullerton Toyota  and Macey's.  Anchors in the
community centers occupy approximately  72.5%  of  Total  GLA  of the community
centers.  The following table summarizes the Total GLA owned and  leased  as of
December 31, 2001 by these anchors:

<TABLE>
<CAPTION>
                                           COMPANY-                                           COMPANY-OWNED
                               NUMBER OF    OWNED        ANCHOR-       ANCHOR       PERCENT   ANCHOR RENTS
                                ANCHOR      SQUARE        OWNED       TOTAL GLA      TOTAL       AS % OF
            ANCHOR              STORES       FEET      SQUARE FEET   SQUARE FEET      GLA      REVENUE (1)
-----------------------------------------------------------------------------------------------------------
<S>                          <C>          <C>         <C>           <C>           <C>         <C>
ShopKo                               4       104,000       297,140       401,140         2.64%            *
Albertsons                           9       278,116        97,387       375,503         2.47%            *
Safeway                              3        93,259        53,000       146,259            *             *
Burlington Coat (2)                  2       138,296            --       138,296            *             *
Rite Aid                             4        60,523        52,080       112,603            *             *
Wal-Mart                             1            --       102,440       102,440            *            --
Fred Meyer                           1        95,133            --        95,133            *             *
Fullerton Toyota                     1        82,170            --        82,170            *             *
Macey's                              1        59,350            --        59,350            *             *
</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:  Footlocker,  Inc.  (Footlocker, Lady Footlocker, Kids Footlocker  and
Champs), Limited Group (Lerner,  Limited Express, Victoria's Secret, Victoria's
Beauty, Limited Too, Bath & Body Works, Structure and Abercrombie & Fitch), The
Buckle, Eddie Bauer, Zales Corporation,  Gymboree,  Lenscrafters,  Disney, Fred
Meyer Jewelers, Anchor Blue, 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
(Master Cuts and Trade Secret), Maurices, Famous Footwear, Pearle Vision, Radio
Shack, Kay-Bee Toys, Claire's  Boutique  (Afterthoughts and Mr. Rags), Schubach
Jewelers, Helzberg, Ben Bridge, fye, Musicland  (Sam  Goody,  Musicland and Sun
Coast Pictures), Sole Outdoors, Finish Line, Foot Action, Ann Taylor, Hallmark,
American  Greetings,  Wet  Seal,  Payless  Shoesource, Ritz Camera,  Motherhood
Maternity,  GNC,  Brookstone,  Vista  Optical, Coach  House,  Coldwater  Creek,
Pacific  Sunwear,  Williams  Sonoma,  The  Bombay   Company,   American   Eagle
Outfitters,  Fashion Bug (Lane Bryant), Ross, Sportsman's Warehouse, Linens  `n
Things, TJ Maxx,  Antie  Anne's,  Baskin  Robbins,  Christopher  and  Banks (CJ
Banks),  Blimpie,  Crescent  Jewelers,  Electronics  Boutique,  Panda  Express,
Subway,  Edo  of Japan, Flaming Wok, Journey's, Kiddie Kandids, Mariposa,  Mrs.
Fields, McDonalds, Sbarro and Sunglass Hut.

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, 2001, 2000 and 1999,  such  percentage
and   overage   rents   accounted   for  approximately  3.8%,  4.1%  and  4.8%,
respectively, of total Rental Revenue  from the Properties owned by the Company
during such periods.

<PAGE> 15

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

<TABLE>
<CAPTION>
                                                 YEARS ENDED DECEMBER 31,

<S>                             <C>           <C>           <C>           <C>           <C>
        PROPERTY TYPE                2001          2000          1999          1998           1997
---------------------------      ------------  ------------  ------------  ------------  ------------
                                                                     (Dollars in thousands)
Regional Malls                   $     87,353  $     85,653  $     79,218  $     62,673  $     44,005
Community Centers and
 Free-Standing Retail Property         16,561        15,776        16,999        14,718        13,192
Commercial Properties                   6,703         6,648         6,518         6,548         6,323
                                 ------------  ------------  ------------  ------------  ------------
Total                            $    110,617  $    108,077  $    102,735  $     83,939  $     63,520
                                 ============  ============  ============  ============  ============
</TABLE>

VACANT SPACE

 Approximately 1,096,050 square feet, or 7.2%, of Total GLA was not  subject to
long-term lease as of December 31, 2001.  Of this space, approximately  647,825
square feet was in the regional mall portfolio (15.7% of which was anchor space
and  84.3%  of  which  was  mall  shop  space),  361,147 square feet was in the
community  center  portfolio  and  87,102 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, 2001, over  the  ten-year  period
commencing  January 1, 2002 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,
2001.

<PAGE> 16

<TABLE>
<CAPTION>
                                                         REGIONAL MALLS
                                                      LEASE EXPIRATIONS FOR
                                       RETAIL STORES LEASES (over 20,000 SQUARE FEET)
<S>                               <C>        <C>           <C>              <C>
                                                                                AVERAGE
                                                                             ANNUALIZED BASE
        LEASE EXPIRATION           NUMBER OF  APPROXIMATE   ANNUALIZED BASE  RENT PER SQUARE
          YEAR ENDING               LEASES      GLA IN        RENT UNDER       FOOT UNDER
          DECEMBER 31,             EXPIRING   SQUARE FEET   EXPIRING LEASES  EXPIRING LEASES(1)
--------------------------------   ---------  ------------  ---------------  -----------------
2002                                       2        97,035         $305,998          $3.15
2003                                       3       106,613          330,302           3.10
2004                                       4       328,748          768,601           2.34
2005                                       2        93,761          316,761           3.38
2006                                       5       322,621          830,192           2.57
2007                                       1        50,061          222,992           4.45
2008                                       4       385,466        1,661,205           4.31
2009                                       6       393,251        1,783,106           4.53
2010                                       5       247,965        1,543,004           6.22
2011 and thereafter                       21     1,697,651        9,506,047           5.60
                                   ---------  ------------
Total                                     53     3,723,172
                                   =========  ============
</TABLE>


<TABLE>
<CAPTION>
                                                          REGIONAL MALLS
                                                       LEASE EXPIRATIONS FOR
                                         RETAIL STORE LEASES (20,000 SQUARE FEET OR LESS)

<S>                               <C>        <C>           <C>              <C>
                                                                                AVERAGE
                                                                             ANNUALIZED BASE
        LEASE EXPIRATION           NUMBER OF  APPROXIMATE   ANNUALIZED BASE  RENT PER SQUARE
          YEAR ENDING               LEASES      GLA IN        RENT UNDER       FOOT UNDER
          DECEMBER 31,             EXPIRING   SQUARE FEET   EXPIRING LEASES  EXPIRING LEASES(1)
--------------------------------   ---------  ------------  ---------------  -----------------
2002                                     150       280,820       $4,914,515          $17.50
2003                                     128       225,909        4,195,693           18.57
2004                                     133       288,606        5,261,402           18.23
2005                                      95       206,251        4,552,798           22.07
2006                                     103       250,687        4,811,458           19.19
2007                                      97       226,632        5,278,131           23.29
2008                                     113       306,371        6,272,670           20.47
2009                                     113       350,454        7,093,545           20.24
2010                                      96       242,335        5,386,750           22.23
2011 and thereafter                      102       337,140        6,579,195           19.51
                                   ---------  ------------
Total                                  1,130     2,715,205
                                   =========  ============
</TABLE>
----------------------
(1)  Excludes tenants paying percentage rents in-lieu  of minimum
     rents.

<PAGE> 17

<TABLE>
<CAPTION>
                                                         COMMUNITY CENTERS
                                                       LEASE EXPIRATIONS FOR
                                           RETAIL STORE LEASES (OVER 20,000 SQUARE FEET)
<S>                               <C>        <C>           <C>              <C>
                                                                                AVERAGE
                                                                              ANNUALIZED BASE
        LEASE EXPIRATION           NUMBER OF  APPROXIMATE   ANNUALIZED BASE  RENT PER SQUARE
          YEAR ENDING               LEASES      GLA IN        RENT UNDER       FOOT UNDER
          DECEMBER 31,             EXPIRING   SQUARE FEET   EXPIRING LEASES  EXPIRING LEASES(1)
--------------------------------   ---------  ------------  ---------------  -----------------
2002                                       1        25,050         $171,592          $6.85
2003                                       5       140,867          577,868           4.10
2004                                       3       178,405          626,082           3.51
2005                                       4       200,173          799,923           4.00
2006                                       4       307,061          617,601           2.01
2007                                       3       111,348          323,880           2.91
2008                                       1        41,612          139,761           3.36
2009                                       3       132,422          783,432           5.92
2010                                       3        98,849          545,669           5.52
2011 and thereafter                       15       585,508        5,079,258           8.67
                                   ---------  ------------
Total                                     42     1,821,295
                                   =========  ============
</TABLE>

<TABLE>
<CAPTION>
                                                         COMMUNITY CENTERS
                                                       LEASE EXPIRATIONS FOR
                                         RETAIL STORE LEASES (20,000 SQUARE FEET OR LESS)
<S>                               <C>        <C>           <C>              <C>
                                                                                 AVERAGE
                                                                              ANNUALIZED BASE
        LEASE EXPIRATION           NUMBER OF  APPROXIMATE   ANNUALIZED BASE  RENT PER SQUARE
          YEAR ENDING               LEASES      GLA IN        RENT UNDER       FOOT UNDER
          DECEMBER 31,             EXPIRING   SQUARE FEET   EXPIRING LEASES  EXPIRING LEASES(1)
--------------------------------   ---------  ------------  ---------------  -----------------
2002                                      28        56,732         $708,115         $12.48
2003                                      43       120,223        1,454,326          12.10
2004                                      49       134,437        1,679,389          12.49
2005                                      31        84,522        1,139,134          13.48
2006                                      24        74,142        1,012,786          13.66
2007                                       2        12,734           98,049           7.70
2008                                       2         4,352           78,197          17.97
2009                                       3        10,633          175,435          16.50
2010                                       3        15,910          192,390          12.09
2011 and thereafter                       11        60,623        1,055,984          17.42
                                   ---------  ------------
Total                                    196       574,308
                                   =========  ============
</TABLE>
-----------------------
(1)  Excludes tenants paying percentage rents in-lieu of minimum
     rents.

<PAGE> 18

<TABLE>
<CAPTION>

                                                  LEASE EXPIRATIONS FOR
                                                  COMMERCIAL PROPERTIES
<S>                               <C>        <C>           <C>              <C>
                                                                                AVERAGE
                                                                             ANNUALIZED BASE
        LEASE EXPIRATION           NUMBER OF  APPROXIMATE   ANNUALIZED BASE  RENT PER SQUARE
          YEAR ENDING               LEASES      GLA IN        RENT UNDER       FOOT UNDER
          DECEMBER 31,             EXPIRING   SQUARE FEET   EXPIRING LEASES  EXPIRING LEASES(1)
--------------------------------   ---------  ------------  ---------------  -----------------
2002                                      12       273,528       $1,527,566        $5.58
2003                                       9       195,859        1,253,688         6.40
2004                                      13       189,095        1,107,078         5.85
2005                                       8       295,477        1,608,083         5.44
2006                                       2        52,000          268,320         5.16
2007                                      --            --               --           --
2008                                      --            --               --           --
2009                                       1       104,467          528,987         5.06
2010                                      --            --               --           --
2011 and thereafter                       --            --               --           --
                                   ---------  ------------
Total                                     45     1,110,426
                                   =========  ============
</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 manages all property management functions for the Properties.  At
December 31, 2001, the Company  had 308 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 to 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, vacant
in-line  shop space 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> 19

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  23  full-time employees  at
December  31,  2001,  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  additional
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 16-screen  Cinemark Theater which added approximately 74,000 square feet of
additional GLA.

  In September 2000,  the  Company, through its consolidated partnership, Price
Spokane Limited Partnership,  completed  an  addition  to  NorthTown  Mall,  an
enclosed  regional  mall  in  Spokane, Washington, adding approximately 103,000
square feet of GLA.  The addition  included a 12-screen Regal Cinemas occupying
approximately  50,000  square  feet  of   GLA,   a  Barnes  &  Noble  occupying
approximately  27,000  square  feet  of  GLA  and  a Nordstrom  Rack  occupying
approximately  26,000  square  feet  of GLA.  An additional  912-stall  parking
garage was also completed.

  In  October  2001,  Spokane Mall Development  Company,  Ltd.  Partnership,  a
consolidated partnership  of  which  the  Operating  Partnership is the general
partner, opened Spokane Valley Mall Plaza, a new community  center  development
in Spokane, Washington.  This Property is next to the Spokane Valley  Mall  and
contains  approximately 132,000 square feet of GLA.  At December 31, 2001, this
Property was 100% occupied.

  During 2000,  the  Operating Partnership developed an addition to Grand Teton
Mall, an enclosed regional  mall  in  Idaho  Falls, Idaho, adding approximately
12,900 square feet of GLA for an Old Navy Store.   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.

  Further,  the  Properties  contain  approximately  73  acres  of  vacant land
suitable  for  additional  retail expansion projects.  Likewise, the Properties
include additional improved land ready for development of approximately 263,000
square feet of free- standing retail space. The Company will seek to expand the
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, and
four commercial buildings  located  in  Albuquerque, New Mexico; Dallas, Texas,
Escondido, California and Houston, Texas.   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.

<PAGE> 20

EMPLOYEES

  The  Company had approximately 400 full-time employees and approximately  190
part-time   employees   at   December  31,  2001.   The  Company  believes  its
relationship with its employees  is very good.  None of the Company's employees
are unionized.


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, 2001, there was no established  public trading market for
the Operating Partnership's common units of limited partner  interest  (the "OP
Units"),  Series  A  Preferred  Units,  Series  B  Preferred  Units or Series C
Preferred Units.  As of February 6, 2002, there were 62 holders  of  OP  Units,
one holder of Series A Preferred Units, two holders of Series B Preferred Units
and one holder of Series C 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 12/31/00
First Quarter                                          $       0.480
Second Quarter                                                 0.480
Third Quarter                                                  0.480
Fourth Quarter                                                 0.495

YEAR ENDED 12/31/01
First Quarter                                          $       0.495
Second Quarter                                                 0.495
Third Quarter                                                  0.495
Fourth Quarter                                                 0.510
</TABLE>

      During   2001  and  2000,  the  Operating  Partnership  recorded  regular
quarterly  distributions   to   common  unitholders  totaling  $39,720,000  and
$38,343,000, respectively, or $1.995  and  $1.935  per  OP  Unit, respectively.
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,
Series  B  and  Series  C  preferred unitholders on the last day of each March,
June,  September  and  December.    For  the  year  ended  December  31,  2001,
distributions for the Series A, Series  B  and  Series  C  Preferred Units were
$1,116,000, $8,502,000 and $700,000, respectively.  For the  year  ending 2000,
distributions  for  the  Series  A, Series B and Series C Preferred Units  were
$1,116,000, $8,502,000 and $467,000, respectively.

<PAGE> 21

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, 2001, 2000, 1999, 1998
and 1997.  The historical financial information for all  the  periods have been
derived from the audited historical consolidated financial statements.

      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>
                                                       FOR THE YEARS ENDED DECEMBER 31,
                                           ----------------------------------------------------------
<S>                                       <C>         <C>         <C>         <C>         <C>
                                              2001        2000        1999        1998        1997
                                           ----------  ----------  ----------  ----------  ----------
Revenues                                   $  144,356  $  142,201  $  133,565  $  109,069  $   82,973
                                           ==========  ==========  ==========  ==========  ==========
Expenses
 Operating Expenses before Interest,
  Depreciation and Amortization                46,257      45,316      43,620      36,088      27,434
 Interest                                      28,786      31,380      27,769      20,501       9,066
 Depreciation                                  28,330      26,492      23,514      17,306      11,802
 Amortization of Deferred Financing
  Costs                                         1,515       1,695       1,652       1,572         969
 Amortization of Deferred Leasing
  Costs                                           706         749         632         665         639
                                           ----------  ----------  ----------  ----------  ----------
  Total                                       105,594     105,632      97,187      76,132      49,910
                                           ----------  ----------  ----------  ----------  ----------

Minority Interest in (Income) Loss
 of Consolidated Partnerships                    (120)        440        (482)       (421)       (394)
Gain on Sales of Real Estate                    5,083       2,002          --       1,096         339
                                           ----------  ----------  ----------  ----------  ----------
Income Before Extraordinary Item               43,725      39,011      35,896      33,612      33,008
Extraordinary Item - Loss on Early
 Extinguishment of Debt                            --         (98)       (985)         --        (162)
                                           ----------  ----------  ----------  ----------  ----------
 Net Income                                    43,725      38,913      34,911      33,612      32,846
Preferred Unit Distribution                   (10,318)    (10,085)     (4,429)         --          --
                                           ----------  ----------  ----------  ----------  ----------
Net Income Available to Common Unitholders $   33,407  $   28,828  $   30,482  $   33,612  $   32,846
                                           ==========  ==========  ==========  ==========  ==========
Basic Earnings Per OP Unit (1):
 Income Before Extraordinary Item          $     1.68  $     1.45  $     1.48  $     1.58  $     1.57
 Extraordinary Item                                --          --       (0.04)         --       (0.01)
                                           ----------  ----------  ----------  ----------  ----------
 Net Income                                $     1.68  $     1.45  $     1.44  $     1.58  $     1.56
                                           ==========  ==========  ==========  ==========  ==========
Diluted Earnings Per OP Unit (1):
 Income Before Extraordinary Item          $     1.67  $     1.45  $     1.48  $     1.57  $     1.55
 Extraordinary Item                                --          --       (0.05)         --       (0.01)
                                           ----------  ----------  ----------  ----------  ----------
 Net Income                                $     1.67  $     1.45  $     1.43  $     1.57  $     1.54
                                           ==========  ==========  ==========  ==========  ==========
Distributions per OP Unit                  $    1.995  $    1.935  $    1.875  $    1.815  $    1.755
                                           ==========  ==========  ==========  ==========  ==========
</TABLE>

<PAGE> 22

ITEM 6.   SELECTED FINANCIAL DATA (CONTINUED)

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                           ----------------------------------------------------------
<S>                                       <C>         <C>         <C>         <C>         <C>
                                              2001        2000        1999        1998        1997
                                           ----------  ----------  ----------  ----------  ----------
BALANCE SHEET DATA
Real Estate, before Accumulated            $  924,060  $  906,281  $  876,388  $  815,756  $  619,371
Depreciation
Total Assets                                  795,772     785,831     776,226     733,155     545,684
Borrowings                                    478,682     464,462     438,241     472,990     283,390
Partners' Capital
  General Partner                             161,750     164,578     182,951     204,384     207,581
  Preferred Limited Partner                   112,327     112,327     104,571          --          --
  Common Limited Partner                       27,578      28,697      30,471      32,537      33,426
</TABLE>

<TABLE>
<CAPTION>
                                                        FOR THE YEARS ENDED DECEMBER 31,
                                           ----------------------------------------------------------
<S>                                       <C>         <C>         <C>         <C>         <C>
                                              2001        2000        1999        1998        1997
                                           ----------  ----------  ----------  ----------  ----------
OTHER DATA
Cash Flows provided by (used in)
  Operating Activities                     $   65,169  $   62,173  $   50,155  $   50,051  $   44,373
  Investing Activities                        (20,854)    (39,783)    (57,537)   (199,873)   (137,184)
  Financing Activities                        (35,458)    (27,521)     10,026     149,342      96,664
Funds From Operations (2)                      56,733      53,227      54,858      50,397      45,028
Net Operating Income (3)                       98,099      96,885      89,945      72,981      55,539
</TABLE>

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                           ----------------------------------------------------------
<S>                                       <C>         <C>         <C>         <C>         <C>
                                              2001        2000        1999        1998        1997
                                           ----------  ----------  ----------  ----------  ----------
Number of Properties at Year-End                   50          50          51          50          48
Total GLA in Square Feet at Year-End
Malls                                      10,414,000  10,430,000  10,291,000   9,810,000   7,745,000
Community Centers and Free-Standing
Retail Properties                           3,429,000   3,392,000   3,367,000   3,191,000   3,164,000
Commercial Properties                       1,355,000   1,354,000   1,354,000   1,354,000   1,418,000
                                           ----------  ----------  ----------  ----------  ----------
Total                                      15,198,000  15,176,000  15,012,000  14,355,000  12,327,000
                                           ==========  ==========  ==========  ==========  ==========
</TABLE>
--------------------------
(1) Basic  Earnings  Per  OP  Unit based on 19,929,000, 19,934,000, 21,238,000,
    21,298,000 and 21,119,000 weighted  average  number of OP Units outstanding
    for  the  years  ended  December  31,  2001,  2000, 1999,  1998  and  1997,
    respectively.    Diluted  Earnings  Per  OP  Unit  based   on   19,989,000,
    19,935,000, 21,267,000,  21,401,000 and 21,285,000 weighted diluted average
    number of OP Units outstanding  for  years  ended  December 31, 2001, 2000,
    1999, 1998, and 1997, 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."
(3) Revenues   less  operating  expenses  before  interest,  depreciation   and
    amortization.

<PAGE> 23

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 Company 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.  JP
Realty,  Inc.  conducts  all  of its business operations through, and  holds  a
controlling interest in, the Operating Partnership. The Operating Partnership's
existing portfolio consists of  50  properties,  in  three  operating segments,
including  18 enclosed regional malls, 25 community centers together  with  one
free-standing  retail  Property  and  six mixed-use commercial Properties.  The
Company completed the following: a development  of  Spokane Valley Mall Plaza a
new community center in Spokane, Washington adjacent  to Spokane Valley Mall in
October  2001,  a  development  an  expansion  on NorthTown Mall,  in  Spokane,
Washington, in September  2000; the opening of Cinemark  Theater at Provo Towne
Centre, in Provo, Utah, on November 11, 1999; the opening of the Mall at Sierra
Vista,  in  Sierra Vista, Arizona, on October 20, 1999; and  the  expansion  at
Boise Towne Plaza,  in  Boise,  Idaho,  in  1999.   The Operating Partnership's
acquisition and development activities added a combined  826,000 square feet of
Total GLA to the retail portfolio during 2001, 2000 and 1999.

SIGNIFICANT ACCOUNTING POLICIES

      Certain minimum rents are recognized monthly based upon amounts which are
currently due from tenants, when such amounts are not materially different than
recognizing the fixed cash flow  over  the  initial term of the lease using the
straight-line method.  Certain leases have in-lieu  rents  which cover all rent
charges  and recoveries and are recorded as minimum rents.  All  other  minimum
rents are recognized using the straight-line method.

      The  Company  recognizes revenues for Percentage and Overage Rents in the
period earned, based  upon  the  accounting guidance issued by Staff Accounting
Bulletin  No. 101 "Revenue Recognition".

      An allowance for doubtful accounts  is  provided  against  the portion of
tenant accounts receivable which is estimated to be uncollectible.

      The Company has elected to be taxed as a REIT under the Internal  Revenue
Code  of  1986, as amended (the "Code"), commencing with the taxable year ended
December 31,  1994.  To qualify as a REIT, the Company must distribute annually
to its stockholders  at least 90% of its REIT taxable income, as defined in the
Code,  and  satisfy  certain   other  requirements.   The  Company  intends  to
distribute at least 100% of its estimated REIT taxable income each year and, as
a result, it is not taxed under the Code.

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

RESULTS OF OPERATIONS

      COMPARISON  OF  YEAR  ENDED  DECEMBER 31, 2001 TO YEAR ENDED DECEMBER 31,
      2000

      REVENUES

      Total revenues increased 1.5%, or $2,155,000, for the year ended December
31, 2001.  Of the $2,155,000  increase,  $1,523,000 was the result of increased
revenues at the regional malls, $905,000 was  the  result of increased revenues
at the community centers and $89,000 was the result  of  increased  revenues at
the  commercial  properties.   A decrease of $362,000  was not allocated  to  a
particular property segment.

<PAGE> 24

      MINIMUM RENTS

      Minimum rents increased 2.7%,  or $2,797,000, for the year ended December
31,  2001.   Minimum  rents  increased by  $1,978,000  at  the  regional  malls
primarily  due  to the September  2000  completion  of  the  expansion  at  the
NorthTown Mall, in  Spokane,  Washington, the August 2000 addition of Dillard's
as an anchor tenant to the North  Plains  Mall,  in  Clovis,  New  Mexico,  and
overall  growth throughout the regional mall portfolio, offset by a decrease in
straight-line  rents  of  $206,000  and  a  decrease of lease terminations from
tenant settlements of $604,000.  Minimum rents  increased  by  $766,000  at the
community  centers  primarily  due  to  overall growth throughout the community
center portfolio and $231,000 from lease  termination  settlements, offset by a
decrease in straight-line rents of $192,000.  Minimum rents  at  the commercial
properties   increased   by   $53,000.   Straight-line  rents  recognized  were
$1,298,000 during 2001 and $1,689,000  during  2000.   Minimum rents from lease
terminations were $1,047,000 during 2001 and $1,410,000 during 2000.

      PERCENTAGE AND OVERAGE RENTS

      Percentage and overage rents decreased 5.7%, or $257,000,  for  the  year
ended December 31, 2001.  Percentage and overage rents decreased by $249,000 at
the regional malls and decreased by $8,000 at the community centers.

      RECOVERIES FROM TENANTS

      Recoveries from tenants increased 3.5%, or $1,080,000, for the year ended
December  31,  2001.   Recoveries  from  tenants  increased  by $908,000 at the
regional malls, $136,000 at the community centers and $36,000 at the commercial
properties.

      INTEREST AND OTHER REVENUES

      Interest and other revenues decreased 48.2%, or $1,465,000,  for the year
ended  December  31,  2001.   Interest  decreased  $240,000  and other revenues
decreased  $1,225,000.   The  decrease  in other revenues is primarily  due  to
$729,000  received in 2000 from a local governmental  redevelopment  agency  as
payment for  a  prior  year  incentive  to build in its community, along with a
decrease in the amount of such incentives  for the year ended December 31, 2001
compared to the same period of the prior year.

      Other revenues decreased at the regional  malls  by $1,211,000, increased
in the community centers by $10,000 and a decrease of $24,000 was not allocated
to a particular property segment.

      EXPENSES

      Total expenses increased 0.04%, or $38,000, for the  year  ended December
31, 2001.  Property operating expenses (operating and maintenance;  real estate
taxes  and  insurance;  and  advertising and promotions) increased by $546,000,
general and administrative expenses  increased  by  $395,000,  depreciation and
amortization increased by $1,615,000 and interest decreased by $2,594,000.

      PROPERTY OPERATING EXPENSES

      Property operating expenses (operating and maintenance; real estate taxes
and  insurance;  and advertising and promotions) increased by $691,000  at  the
regional malls, decreased  by  $59,000  at the community centers and $86,000 at
the commercial properties.

      GENERAL AND ADMINISTRATIVE EXPENSES

      General and administrative expenses increased $395,000 for the year ended
December 31, 2001.  The increase is primarily  related  to  increased insurance
expense  related  to the Company's health insurance plan which,  in  2000,  was
lower due to the receipt  of  certain  reinsurance  proceeds  and  increases in
personnel incentive plan costs for the year.

<PAGE> 25

      DEPRECIATION AND AMORTIZATION

      Depreciation  and  amortization  increased $1,615,000 for the year  ended
December  31,  2001.   This  increase is attributable  to  higher  depreciation
expense from newly developed GLA  and tenant improvements, offset by the effect
of  reducing  asset  lives on tenant improvements.   In  2001,  the  effect  of
reducing asset lives on tenant improvements was $895,000 compared to $1,469,000
in 2000.

      INTEREST EXPENSE/CAPITALIZED INTEREST

      Interest expense  decreased  $2,594,000  for  the year ended December 31,
2001.  The decrease in interest expense is the result  of  lower interest rates
on  the Company's variable rate debt.  Interest capitalized on  projects  under
development was $513,000 in 2001 compared to $1,289,000 in 2000.

      MINORITY INTEREST IN (INCOME) LOSS OF CONSOLIDATED PARTNERSHIPS

      Income attributable to minority interest increased $560,000  to  $120,000
income  in  2001  compared  to $440,000 loss in 2000.  This is mainly due to  a
consolidated  partnership  where  cumulative  losses  now  exceed  the  limited
partners'  investment  in  such   consolidated   partnership  and  such  losses
previously  attributable  to its limited partners are  now  recognized  by  the
Company.

      GAIN ON SALES OF REAL ESTATE

      Gain on sales of real estate increased $3,081,000 in 2001  due to a sales
of out parcels with a gain of $990,000 and the sale of Fry's Shopping  Plaza, a
community  center  in Glendale, Arizona, with a gain of $4,093,000 compared  to
the gain on sales of real estate of $2,002,000 in 2000.

      COMPARISON OF  YEAR  ENDED  DECEMBER  31, 2000 TO YEAR ENDED DECEMBER 31,
      1999

      REVENUES

      Total revenues increased 6.5%, or $8,636,000, for the year ended December
31, 2000.  Of the $8,636,000 increase, $9,640,000  was  the result of increased
revenues at the regional malls, $735,000 was the result of  decreased  revenues
at the community centers which was primarily the result of a one-time, non-cash
transaction in the amount of $1,957,000 in which a consolidated partnership  of
the Operating Partnership received a building in exchange for cancellation of a
long-term  ground  lease  recorded  in  1999,  and  $186,000  was the result of
increased  revenues at the commercial properties.  A decrease of  $455,000  was
not allocated to a particular property segment.

      MINIMUM RENTS

      Minimum  rents increased 5.9%, or $5,769,000, for the year ended December
31,  2000.  Minimum  rents  increased  by  $6,887,000  at  the  regional  malls
primarily  due  to the October 20, 1999 opening of the Mall at Sierra Vista, in
Sierra Vista, Arizona, the November 11, 1999 opening of the Cinemark Theater at
Provo Towne Centre, in Provo, Utah, the 1999 expansion of Boise Towne Plaza, in
Boise, Idaho, the  September  2000 completion of the expansion at the NorthTown
Mall, in Spokane, Washington, the  August  2000  addition  of  Dillard's  as an
anchor  tenant  to  the  North  Plains  Mall,  in  Clovis,  New  Mexico,  lease
terminations from tenant settlements and overall growth throughout the regional
mall portfolio.  Minimum rents decreased by $1,250,000 at the community centers
primarily  due to a $1,957,000 one-time, non-cash transaction recorded in 1999.
Minimum rents at the commercial properties increased by $132,000.

      PERCENTAGE AND OVERAGE RENTS

      Percentage  and  overage  rents decreased 8.7%, or $427,000, for the year
ended December 31, 2000.  Percentage and overage rents decreased by $481,000 at
the regional malls and increased by $54,000 at the community centers.

<PAGE> 26

      RECOVERIES FROM TENANTS

      Recoveries from tenants increased 5.5%, or $1,613,000, for the year ended
December 31, 2000.  Recoveries from  tenants  increased  by  $1,298,000  at the
regional malls, $261,000 at the community centers and $54,000 at the commercial
properties.

      INTEREST AND OTHER REVENUES

      Interest and other revenues increased 123.7%, or $1,681,000, for the year
ended  December  31,  2000.   Interest  increased  $95,000  and  other revenues
increased  $1,586,000.   The  increase  in other revenues is primarily  due  to
$729,000  received in 2000 from a local governmental  redevelopment  agency  as
payment for  a  prior  year  incentive  to  build  in its community, along with
amounts of such incentives for the year ended December 31, 2000 compared to the
same period of the prior year.

      Other  revenues increased at the regional malls  by  $1,911,000,  at  the
community centers by $196,000 and a decrease of $521,000 was not allocated to a
particular property segment

      EXPENSES

      Total expenses increased 8.7%, or $8,445,000, for the year ended December
31, 2000.  Property  operating expenses (operating and maintenance; real estate
taxes and insurance; and  advertising  and promotions) increased by $2,113,000,
general and administrative expenses decreased  by  $417,000,  depreciation  and
amortization increased by $3,138,000 and interest increased by $3,611,000.

      PROPERTY OPERATING EXPENSES

      Property operating expenses (operating and maintenance; real estate taxes
and  insurance;  and advertising and promotions) increased by $1,896,000 at the
regional malls, increased by $299,000 at the community centers and decreased by
$82,000 at the commercial properties.

      GENERAL AND ADMINISTRATIVE EXPENSES

      General and administrative expenses decreased $417,000 for the year ended
December 31, 2000.   The  decrease is primarily related to the Company's health
insurance  plan which, in 2000,  was  lower  due  to  the  receipt  of  certain
reinsurance  proceeds  and  decreases in personnel incentive plan costs for the
year.

      DEPRECIATION AND AMORTIZATION

      Depreciation and amortization  increased  $3,138,000  for  the year ended
December  31,  2000.   This  increase  is  attributable  to higher depreciation
expense from newly developed GLA and tenant improvements.   In 2000, the effect
of  reducing  asset  lives  on tenant improvements was $1,469,000  compared  to
$1,218,000 in 1999.

      INTEREST EXPENSE/CAPITALIZED INTEREST

      Interest expense increased  $3,611,000  for  the  year ended December 31,
2000.  The increase in interest expense is the result of  higher interest rates
on higher borrowings and a decrease in capitalized interest  due  to  completed
GLA.  Interest capitalized on projects under development was $1,289,000 in 2000
compared  to  $2,404,000  in  1999.  The Operating Partnership issued preferred
units of limited partnership interest  in  three  separate transactions, one in
each of the second and third quarters of 1999 and the  second  quarter of 2000,
which  resulted  in net proceeds of approximately $112,327,000.  The  Operating
Partnership  used  approximately   $110,100,000   to   reduce  then-outstanding
borrowings.  Subsequently, borrowings were increased during  1999  and  2000 in
connection  with  development activities and the Company's repurchase of Common
Stock.  The payment  of  preferred  unit  dividends  reduced net income for the
years  ended  December  31,  2000  and  1999 in the amount of  $10,085,000  and
$4,429,000, respectively.  Net income was positively impacted by the savings in
interest  costs  from the reduction of Company  debt  with  proceeds  from  the
issuance of preferred  stock.   The interest expense reduction, net of minority
interest, associated with the issuance  of  preferred  stock  was approximately
$6,391,000  and  $1,578,000  for  the years ended December 31, 2000  and  1999,
respectively.

<PAGE> 27

      MINORITY INTEREST IN (INCOME) LOSS OF CONSOLIDATED PARTNERSHIPS

      Net  income  was  positively  impacted  by  the  increase  of $922,000 in
minority interest due to the allocation of losses to the minority  interest  in
certain consolidated partnerships during 2000 while income was allocated during
1999.

      GAIN ON SALES OF REAL ESTATE

      Gain on sales of real  estate  in  2000  was $2,002,000 as compared to no
sales in 1999.

LIQUIDITY AND CAPITAL RESOURCES

      The Company's principal uses of its liquidity  and capital resources have
historically been for dividends, property acquisitions,  development, expansion
and renovation programs and debt repayment.  To maintain its qualification as a
REIT under the Code, the Company is required to distribute  to its stockholders
at least 90% of its "Real Estate Investment Trust Taxable Income" as defined in
the  Code.   The  Company declared quarterly dividends aggregating  $1.995  per
share in 2001.  Approximately 26% of the Company's 2001 dividends represented a
return of capital.   Future  dividends  will  be  determined  by  the  Board of
Directors  and  will be dependent on cash available for distribution, financial
position and cash requirements of the Company.

      The Company's  principal  source  of  liquidity  is  the  cash  flow from
operating  activities  generated  from  its  real  estate  investments.  As the
economy slows and tenant sales decrease, the Company's cash flow from operating
activities may be impacted by those tenants that are paying  rents  based  on a
percentage  of  sales  (i.e.,  in-lieu  minimum  rents)  and those tenants that
are paying a percentage of sales over a specified  amount (i.e., percentage and
overage rents).  The Company may also be affected  to  the  extent  that tenant
occupancy decreases as a result of a slower economy.  The Company expects  that
its  property  operations  for  2002  will  be  similar  to 2001 if the economy
continues to  be  depressed.  Cash  flow  from  operations has  been positively
affected by the Company's  interest  expense  which  decreased in  2001  due to
the  interest rate decreases applied to the Company's variable rate debt.   The
Company  anticipates  that  interest  rates  may  rise  during the last half of
2002 which higher  expense will affect the Company's cash from operations.   As
of December  31,  2001,  the  Company's  cash and  restricted cash amounted  to
approximately  $17.1  million.   In addition to  its cash  and restricted cash,
unused  capacity  under the 2000 Credit Facility  totaled  $76 million at  year
end.

      The Company generally  intends  to  distribute cash in the form of common
dividends and distributions to common unitholders  approximating  65% to 75% of
its  funds  from  operations with the remaining amounts to be held for  capital
expenditures and additional  growth.   The  Company  expects  to meet its other
short-term cash requirements, including recurring capital expenditures  related
to maintenance and improvements of existing Properties, through the balance  of
its  cash from operations, its cash balances and advances under the 2000 Credit
Facility.

      The Company prepares an annual capital expenditure and maintenance budget
for each Property which includes provisions for all necessary recurring capital
improvements.   The  Company  believes  that  its  cash  flows  from  operating
activities  will  provide  the  necessary funding for these requirements.   The
Company believes that these funds will be sufficient to cover (i) tenant finish
costs associated with the renewal or replacement of current tenants as existing
leases expire and (ii) capital expenditures  which  will  not  be reimbursed by
tenants.    During   2001,  the  Company  had  capital  expenditures,  totaling
approximately $28.4 million.  This amount consisted of $20.3 million in revenue
enhancing construction  and  development,  $4.4  million  in  revenue enhancing
tenant allowances, $2.2 million in non-revenue enhancing tenant  allowances and
$0.6 million in other non-revenue enhancing capital expenditures.   The Company
also paid $883,000 in leasing commissions to outside parties.  Of this  amount,
$785,000  was  considered  revenue  enhancing  and  $98,000 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 2002 to be approximately $5.0 million.

      The Company's  principal  long-term  liquidity  requirements  will be the
repayment  of  principal  on its outstanding secured and unsecured indebtedness
and payments on its operating  leases, principally ground leases.   At December
31, 2001, the Company's total outstanding indebtedness was approximately $478.7
million.  Such indebtedness included:  (i)  the Provo Towne Centre construction
loan of approximately $44.1 million maturing July 2003; (ii) the Spokane Valley
Mall loan facility of $47.3 million maturing  July  2003; (iii) the 2000 Credit
Facility with a balance of $124.0 million maturing July  2003;  (iv)  the  $100

<PAGE> 28

million senior notes with a principal payable of $25 million per year beginning
March  2005; (v) the $81.6 million 6.68% first mortgage on NorthTown Mall which
requires  a  balloon  payment of approximately $73.0 million in September 2008;
and (vi) the $78.3 million  6.64%  first  mortgage  on Boise Towne Square which
requires  a balloon payment of approximately $68.4 million  in  February  2011.
Obligations  under  the  operating  leases for 2002, 2003, 2004, 2005, 2006 and
thereafter are approximately $1.0 million,  $1.0  million,  $0.9  million, $0.9
million, $0.9 million and $23.8 million, respectively.

      The Company 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 Company does not expect to  generate
sufficient  cash  flows  from operating activities to meet such long-term needs
and intends to finance these  amounts primarily through advances under the 2000
Credit Facility, together with  equity  and  debt  offerings,  including public
financing and individual property financings, and from selective  asset  sales.
The  availability  of  such  financing will influence the Company's decision to
proceed with, and the pace of, its development and acquisition activities.

      On April 23, 1999, the Operating  Partnership  issued  510,000  Series  A
8.75%  Preferred  Units  in  a private placement.  Each Series A Preferred Unit
represents a limited partner interest  of  the  Operating  Partnership  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 Prior 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  of the Operating Partnership with a liquidation value of
twenty-five dollars per  unit.   The Company used the proceeds of approximately
$92.2 million to repay $90 million  in  borrowings  outstanding under the Prior
Credit Facility and increase operating cash.  On May  1,  2000,  the  Operating
Partnership  issued  320,000  Series  C  8.75%  Preferred  Units  in  a private
placement.   Each  Series C Preferred Unit represents a unit of limited partner
interest of the Operating  Partnership  with a liquidation value of twenty-five
dollars  per  unit.   The  Operating  Partnership  used  the  net  proceeds  of
approximately $7.8 million for the partial  repayment of borrowings outstanding
under  the  Prior  Credit Facility.  Quarterly distributions  of  approximately
$278,900, $2,125,600  and  $175,000  are  due  to  the holders of the Series A,
Series B and Series C Preferred Units, respectively,  on  the  last day of each
March,  June,  September and December.  If the last day of each payment  period
falls on a non-business  day,  payment  is  due  on  the  immediately preceding
business day for Series A and C and the following business  day  for  Series B,
except that payment for the Series B fourth quarter distributions must  be made
in December.

      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 7.26%.  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 Prior  Credit Facility.  At December 31, 2001,
the Company and the Operating Partnership  had  an aggregate of $300 million in
registered  securities  available  under  its  effective   shelf   registration
statement.

      The  Company  intends  to  fund its distribution, development, expansion,
renovation, acquisition and debt repayment  activities  from  the  2000  Credit
Facility  as  well  as  other  debt  and  equity  financings,  including public
financings,  individual  property  financings, and from selective asset  sales.
The Company's ratio of debt-to-total  market  capitalization  was approximately
45% as of December 31, 2001.

      Net cash provided by operating activities for the year ended December 31,
2001 was $65,169,000 versus $62,173,000 for the corresponding period  of  2000.
Net  income  adjusted  for  non-cash items accounted for a $3,808,000 increase,
while changes in operating assets  and  liabilities  accounted  for  a $812,000
decrease.

      Net  cash  used  in investing activities for the year ended December  31,
2001 was $20,854,000 verses  $39,783,000  for the corresponding period of 2000.
It primarily reflects real estate asset investments of $28,359,000, an increase
in restricted cash of $1,814,000 and proceeds  from  the sale of real estate of
$9,319,000.

<PAGE> 29

      Net  cash used in financing activities for the year  ended  December  31,
2001 was $35,458,000  verses  $27,521,000 for the corresponding period of 2000.
Cash was generated from the issuance  of  Common  Stock  upon  the  exercise of
outstanding  stock  options  in  the  amount of $2,319,000, from borrowings  of
$160,713,000, which were used to repay  outstanding borrowings in the amount of
$146,493,000.  Cash was used for distributions  to preferred unitholders in the
amount  of $10,318,000; to minority interests in the  amount  of  $440,000;  to
common stockholders  in the amount of $32,461,000; and to common unitholders in
the amount of $7,259,000;  along  with  the  payment of $1,519,000 for deferred
financing costs.

      The Company believes that in order to facilitate a clear understanding of
the consolidated historical operating results,  the Company'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 Company's calculation of FFO is as follows:

<TABLE>
<CAPTION>
                                                                   YEARS ENDED DECEMBER 31,
<S>                                                             <C>            <C>
                                                                      2001          2000
                                                                 -------------  ------------
                                                                    (DOLLARS IN THOUSANDS)
Income Before Minority Interest, Gain on Sales
 of Real Estate and Extraordinary Item                           $     38,762   $     36,569
Depreciation of Buildings & Improvements                               28,179         26,371
Amortization of Deferred Leasing Costs                                    706            749
Minority Interest in (Income) Loss of Consolidated Partnerships           (71)           572
Minority Interest of the Operating Partnership Preferred
 Unitholders                                                          (10,318)       (10,085)
Minority Interest in Depreciation                                        (525)          (949)
                                                                 -------------  ------------
Funds From Operations                                            $      56,733  $     53,227
                                                                 =============  ============
</TABLE>

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 Company from the impact of inflation.  Such provisions
include clauses  enabling  the  Company  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 Company 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  Company's  exposure to increases in costs and operating
expenses resulting from inflation.

      However, inflation may have a  negative  impact  on some of the Company'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.

<PAGE> 30

OTHER MATTERS

      The  Company  has reviewed all recently issued  accounting  standards  in
order to determine their  effects,  if  any,  on  the  results of operations or
financial position of the Company.

      The Company adopted the accounting guidance provided  by Staff Accounting
Bulletin  No.  101,  "Revenue  Recognition,  beginning  January 1,  2000.   The
cumulative effect of adopting this guidance was not material  as it changed the
timing  of  when  the  Company  recognizes  percentage and overage rents  on  a
quarterly basis, but did not have a material  impact  on  the  Company's annual
financial statements.

      On January 1, 2001 the Company adopted Statement of Financial  Accounting
Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and  Hedging
Activities"  as  amended  by SFAS No. 138.  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.  The Company did not hold any derivative instruments
at December 31, 2001 or 2000, and as  such, the Company  does  not expect  this
pronouncement   to  have  a  significant  impact  on  the  Company's  financial
statements.

      On  July  1,   2001   the   Company   adopted  SFAS  No.  141,  "Business
Combinations".  SFAS No. 141 requires that the purchase method of accounting be
used for all business combinations for which  the  date of acquisition is after
June  30,  2001.   SFAS  No.141  also  establishes specific  criteria  for  the
recognition of intangible assets.  This pronouncement did not have an impact on
its financial statements.

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

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

      The Financial Accounting Standards Board issued SFAS No. 144, "Accounting
For Impairment or Disposal of Long-lived Assets".  SFAS No. 144 supersedes SFAS
No. 121 and requires that one accounting model be used for long-lived assets to
be disposed of by sale, whether previously held and used or newly acquired, and
broadens the presentation of discontinued operations  to  include more disposal
transactions.   SFAS  No.  144  is  effective for fiscal years beginning  after
December 15, 2001, with early adoption  permitted.   The  Company  expects  the
adoption  of  this  standard  to  impact  the  presentation  of  its  financial
statements  by  requiring  the  Company to classify the disposals of properties
with operations that can be distinguished  from  the  rest  of  the  entity  as
discontinued operations.

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

<PAGE> 31

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

      The Company uses long-term and medium-term  debt  as a source of capital.
At December 31, 2001, the Company had approximately $263,257,000 in outstanding
fixed  rate  debt,  consisting  of  $100,000,000  unsecured  senior  notes  and
$163,257,000  in mortgages and notes secured by real estate.  The various fixed
rate   debt  instruments  mature   starting  in  the  year  2003  through 2095.
The  weighted   average  rate  of  interest   on   the  fixed  rate  debt   was
approximately   6.97%   for   the   year   ended   December   31,   2001.  When
debt   instruments    of   this    type     mature,   the    Company  typically
refinances    such    debt    at   the   then-existing      market     interest
rates  which   may   be   more   or  less  than  the  interest  rates  on   the
maturing debt.  Changes in general market  interest  rates will affect the fair
value of the Company's fixed rate debt (i.e. as the interest rates increase the
fair value of the debt decreases and as interest rates  decrease the fair value
of  the  debt  increases),  but will not have an effect on the  interest  rate,
interest expense or cash flow  of  such  debt.   In  addition,  while  no  such
agreements are in place at December 31, 2001, the Company 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  2000  Credit Facility, loan facility and existing construction loans
have variable interest  rates  and  any  fluctuation  in  interest  rates  will
increase   or   decrease   the   Company's  interest  expense.   The  Operating
Partnership's credit facility borrowings  under  the  2000  Credit Facility are
primarily transacted utilizing a variable interest rate tied to LIBOR, which as
of  December 31, 2001 was equal to LIBOR plus 110 basis points.   The  interest
rate  on  the  construction  loan and loan facility as of December 31, 2001 was
equal to LIBOR plus 150 basis  points.  The LIBOR rate used is at the Company's
option and is based upon the 30,  60,  or  90  day LIBOR rate.  A change in the
LIBOR  rate  will  effect the Company's interest expense  and  cash  flow.   At
December 31, 2001, the  Company  had  approximately $215,425,000 in outstanding
variable rate debt.  The weighted average  rate  of  interest  on  the variable
interest  rate  debt  was  approximately 5.36% for the year ended December  31,
2001.  If the interest rate  for  the Company's variable rate debt increased or
decreased by 1%, the Company's subsequent  annual  interest expense on its then
outstanding variable rate debt would increase or decrease,  as the case may be,
by approximately $2,154,000.

      Due to the uncertainty of fluctuations in interest rates and the specific
actions  that  might  be  taken by the Company to mitigate the impact  of  such
fluctuations and their possible  effects,  the  foregoing  sensitivity analysis
assumes no changes in the Company'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 Annual Report on Form 10-K.


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.

<PAGE> 32
                                  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 2002 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, 2001.  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  2002  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> 33

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

<PAGE> 34

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> 35
                                      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, hereunto duly authorized.

<TABLE>
<CAPTION>
                                                PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
<S>                                           <C>
                                               By: JP Realty, Inc. its general partner


                                               By: /s/ JOHN PRICE
                                                   -----------------------
                                                   John Price
                                                   Chairman of the Board of Directors
Date:  February 14, 2002                           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>


 /s/ JOHN PRICE
------------------------------                Chairman of the Board of Directors,     February 14, 2002
John Price                                    Chief Executive Officer and Director
                                              (Principal Executive Officer)


 /s/ G. REX FRAZIER
------------------------------                President, Chief Operating Officer      February 14, 2002
G. Rex Frazier                                and Director


 /s/ M. SCOTT COLLINS
------------------------------                Vice President, Chief Financial Officer February 14, 2002
M. Scott Collins                              and Treasurer (Principal Financial and
                                              Accounting Officer)


 /s/ WARREN P. KING
-------------------------------               Director                                February 14, 2002
Warren P. King


 /s/ SAM W. SOUVALL
-------------------------------               Director                                February 14, 2002
Sam W. Souvall
</TABLE>

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

EXHIBIT 23

                        CONSENT OF INDEPENDENT ACCOUNTANTS

  We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statements on Form S-3 (No. 333-34835
and No. 333-34835-01) of Price Development Company, Limited Partnership of
our report dated January 30, 2002, relating to the consolidated financial
statements and financial statements schedules, which appears in Price
Development Company, Limited Partnership's Annual Report on Form 10-K for the
year ended December 31, 2001.




/s/ PRICEWATERHOUSECOOPERS LLP
----------------------------------
PricewaterhouseCoopers LLP
Salt Lake City, Utah
February 14, 2002
<PAGE>




                           INDEX TO FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP

<S>                                                                      <C>

                                                                          Page
                                                                          ----

Report of Independent Accountants                                          F-2

Consolidated Balance Sheet as of December 31, 2001 and 2000                F-3

Consolidated Statement of Operations
 for the years ended December 31, 2001, 2000 and 1999                      F-4

Consolidated Statement of Partners' Capital for the years ended
 December 31, 2001, 2000 and 1999                                          F-5

Consolidated Statement of Cash Flows
 for the years ended December 31, 2001, 2000 and 1999                      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  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,  2001  and  2000,  and  the  results of their
operations  and  their cash flows for each of the three years in  the  period
ended December 31,  2001,  in conformity with accounting principles generally
accepted in the United States  of  America.  In addition, in our opinion, the
financial  statement  schedules listed  in  the  accompanying  index  present
fairly, in all material respects, the information set forth therein when read
in conjunction with the  related  consolidated  financial  statements.  These
financial statements and financial statement schedules are the responsibility
of the Company's management; our responsibility is to express  an  opinion on
these  financial  statements  and financial statement schedules based on  our
audits.  We conducted our audits  of  these  statements  in  accordance  with
auditing  standards generally accepted in the United States of America, 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 our opinion.


/s/ PRICEWATERHOUSECOOPERS LLP
-------------------------------
PricewaterhouseCoopers LLP
Salt Lake City, Utah
January 30, 2002

<PAGE> F-2
               PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                         CONSOLIDATED BALANCE SHEET
                           (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                 DECEMBER 31,    DECEMBER 31,
                                                     2001            2000
                                                --------------   --------------
<S>                                            <C>              <C>
ASSETS
Real Estate Assets
  Land                                          $      106,602   $      106,561
  Buildings                                            814,307          797,793
                                                --------------   --------------
                                                       920,909          904,354
 Less: Accumulated Depreciation                       (175,946)        (154,574)
                                                --------------   --------------
    Operating Real Estate Assets                       744,963          749,780
     Real Estate Under Development                       3,151            1,927
                                                --------------   --------------
    Net Real Estate Assets                             748,114          751,707
 Cash                                                   11,493            2,636
 Restricted Cash                                         5,634            3,820
 Accounts Receivable, Net                               14,542           12,299
 Deferred Charges, Net                                   8,418            8,275
 Other Assets                                            7,571            7,094
                                                --------------   --------------
                                                $      795,772   $      785,831


LIABILITIES AND PARTNERS' CAPITAL
Borrowings                                      $      478,682   $      464,462
Accounts Payable and Accrued Expenses                   12,976           13,013
Other Liabilities                                          841              816
                                                --------------   --------------
                                                       492,499          478,291
                                                --------------   --------------
Minority Interest                                        1,618            1,938
                                                --------------   --------------
Commitments and Contingencies

PARTNERS' CAPITAL
General Partner                                        161,750          164,578
Preferred Limited Partners                             112,327          112,327
Common Limited Partners                                 27,578           28,697
                                                --------------   --------------
                                                       301,655          305,602
                                                --------------   --------------
                                                $      795,772   $      785,831
                                                ==============   ==============
</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>
                                                2001         2000         1999
                                             ----------   ----------   ----------
REVENUES
Minimum Rents                                $  106,395   $  103,598   $   97,829
Percentage and Overage Rents                      4,222        4,479        4,906
Recoveries from Tenants                          32,164       31,084       29,471
Interest                                            492          732          637
Other                                             1,083        2,308          722
                                             ----------   ----------   ----------
                                                144,356      142,201      133,565
                                             ----------   ----------   ----------
EXPENSES
Operating and Maintenance                        23,383       23,699       22,142
Real Estate Taxes and Insurance                  15,589       14,672       14,141
Advertising and Promotions                          689          744          719
General and Administrative                        6,596        6,201        6,618
Depreciation                                     28,330       26,492       23,514
Amortization of Deferred Financing Costs          1,515        1,695        1,652
Amortization of Deferred Leasing Costs              706          749          632
Interest                                         28,786       31,380       27,769
                                             ----------   ----------   ----------
                                                105,594      105,632       97,187
                                             ----------   ----------   ----------
                                                 38,762       36,569       36,378
Minority Interest (Income) Loss of
 Consolidated Partnerships                         (120)         440         (482)
Gain on Sales of Real Estate                      5,083        2,002           --
                                             ----------   ----------   ----------
Income Before Extraordinary Item                 43,725       39,011       35,896
Extraordinary Item - Loss on Early
Extinguishment of Debt                               --          (98)        (985)
                                             ----------   ----------   ----------
Net Income                                       43,725       38,913       34,911
Preferred Unit Distribution                     (10,318)     (10,085)      (4,429)
                                             ----------   ----------   ----------
Net Income Available to Common Unitholders   $   33,407   $   28,828   $   30,482
                                             ==========   ==========   ==========

Basic Earnings Per Partnership Common Unit:
 Income Before Extraordinary Item            $     1.68   $     1.45   $     1.48
 Extraordinary Item                                  --           --        (0.04)
                                             ----------   ----------   ----------
 Net Income                                  $     1.68   $     1.45   $     1.44
                                             ==========   ==========   ==========
Diluted Earnings Per Partnership Common Unit:
 Income Before Extraordinary Item            $     1.67   $     1.45   $     1.48
 Extraordinary Item                                  --           --        (0.05)
                                             ----------   ----------   ----------
 Net Income                                  $     1.67   $     1.45   $     1.43
                                             ==========   ==========   ==========
</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, 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
Conversion of Limited Partners' Interest                1           --          (1)           --
Preferred Units Issued                                 --        7,756          --         7,756
Common Unit Distributions                         (31,307)          --      (7,036)      (38,343)
Net Income                                         23,565       10,085       5,263        38,913
Preferred Unit Distributions                           --      (10,085)         --       (10,085)
Repurchase of Common Units                        (10,632)          --          --       (10,632)
                                               ----------  -----------  ----------  ------------

Partners Capital at December 31, 2000             164,578      112,327      28,697       305,602
Common Unit Distributions                         (32,461)          --      (7,259)      (39,720)
Net Income                                         27,314       10,318       6,093        43,725
Preferred Unit Distributions                           --      (10,318)         --       (10,318)
Issuance of Common Units                            2,319           --          47         2,366
                                               ----------  -----------  ----------  ------------
Partners Capital at December 31, 2001          $  161,750  $   112,327  $   27,578  $    301,655
                                               ==========  ===========  ==========  ============
</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>
                                                 2001         2000         1999
                                              ----------   ----------   ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income                                    $   43,725   $   38,913   $   34,911
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
 Extraordinary Item                                   --           98          985
 Depreciation                                     28,330       26,492       23,514
 Amortization                                      2,221        2,444        2,284
 Minority Interest in Income (Loss) of
  Consolidated Partnerships                          120         (440)         482
 Gain on Sales of Real Estate                     (5,083)      (2,002)          --
 Real Estate Received due to Lease Termination        --           --       (1,957)
 Increase in Accounts Receivable, Net             (2,243)      (1,931)        (698)
 Increase in Deferred Charges                       (845)        (904)        (926)
 (Decrease) Increase in Accounts Payable and
  Accrued Expenses                                   (12)         911       (6,647)
 Increase in Other Assets                         (1,044)      (1,408)      (1,793)
                                              ----------   ----------   ----------
   Net Cash Provided by Operating Activities      65,169       62,173       50,155
                                              ----------   ----------   ----------

 CASH FLOWS FROM INVESTING ACTIVITIES
 Real Estate Assets, Developed or Acquired       (28,359)     (41,401)     (57,993)
 Proceeds from Sales of Real Estate                9,319        2,289           --
 (Increase) Decrease in Restricted Cash           (1,814)        (671)         456
                                              ----------   ----------   ----------
   Net Cash Used in Investing Activities         (20,854)     (39,783)     (57,537)
                                              ----------   ----------   ----------

 CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from Borrowings                        160,713      161,000      125,842
 Repayment of Borrowings                        (146,493)    (134,779)    (160,591)
 Penalty Paid on Early Retirement of Debt             --           --         (527)
 Deferred Financing Costs                         (1,519)      (2,387)        (771)
 Net Proceeds from Sale of Partnership
  Common Units                                     2,319           --           --
 Net Proceeds from Issuance of Preferred Units        --        7,756      104,571
 Distributions to Preferred Unitholders          (10,318)     (10,085)      (4,429)
 Capital Contribution by Minority Partner             --           48           --
 Distributions Paid to Partners                  (39,720)     (38,343)     (39,615)
 Distributions Paid to Minority Interest            (440)         (99)         (88)
 Repurchase of Common Units                           --      (10,632)     (14,366)
                                              ----------   ----------   ----------
   Net Cash (Used In ) Provided by
    Financing Activities                         (35,458)     (27,521)      10,026
                                              ----------   ----------   ----------
Net Increase (Decrease) in Cash                    8,857       (5,131)       2,644
Cash, Beginning of Period                          2,636        7,767        5,123
                                              ----------   ----------   ----------
Cash, End of Period                           $   11,493  $     2,636  $     7,767
                                              ==========  ===========  ===========
</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")  is  primarily  engaged  in  the  business  of  owning,  leasing,
managing, operating,  developing  and  redeveloping  regional  malls, community
centers  and  other  commercial  properties in Utah, Idaho, Colorado,  Arizona,
Nevada,  New  Mexico  and  Wyoming,  as  well  as  in  Oregon,  Washington  and
California. The tenant base includes primarily  national,  regional  and retail
chains   and   local   retail  companies.  Consequently,  the  credit  risk  is
concentrated in the retail  industry.   JP Realty, Inc., a Maryland corporation
(the "Company"), is the sole general partner of the Operating Partnership.  The
Company  conducts  all  of  its  business   operations  through,  and  holds  a
controlling  interest  in,  the  Operating Partnership.   Since  there  are  no
material differences between the Company  and  the  Operating  Partnership they
will  be collectively referred to as the "Company" unless the context  requires
otherwise.

BASIS OF PRESENTATION

  The accompanying consolidated financial statements include  the  accounts  of
the  Company,  the  Operating Partnership and all  affiliates.  All significant
intercompany balances and transactions have been eliminated in the consolidated
presentation.  Certain  amounts  in the 2000 and 1999 financial statements have
been reclassified to conform to the 2001 presentation.

  The preparation of these financial  statements  in conformity with accounting
principles generally accepted in the United States of America ("GAAP") 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 Company 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, 2001.

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

  Depreciation is computed on a straight-line basis generally over 40 years for
buildings  and  four  to  ten  years  for   equipment  and  fixtures.    Tenant
improvements are capitalized and depreciated on a straight-line basis over  the
shorter  of the assets' estimated useful life or the life of the related lease.
Expenditures for maintenance and repairs are charged to operations as incurred.
Major replacements  and  betterments  which  improve  or extend the life of the
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.  Certain  leases  have in-lieu rents which cover all rent
charges and recoveries and are recorded in  minimum  rents.   All other minimum
rents are recognized using the straight-line method.

  The  Company  recognizes  revenues  for Percentage and Overage Rents  in  the
period earned, based upon the accounting  guidance  issued  by Staff Accounting
Bulletin  No. 101 "Revenue Recognition".

<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 POLICIES (CONTINUED)

  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 $1,420, and $1,368 as of December 31,
2001 and 2000, respectively.

RESTRICTED CASH

  Restricted cash is held under terms of loan agreements to be used for certain
capital  expenditures,  certain  reserves  for  space  lease  up,  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  and are recorded in the consolidated statement  of  operations  in
amortization of  deferred  financing costs and amortization of deferred leasing
costs which amounts, for deferred  financing  fees, approximate those amortized
using  the  effective  interest  method,  over  the  terms  of  the  respective
agreements.   Deferred charges in the accompanying consolidated  balance  sheet
are shown net of  accumulated  amortization of $6,224 and $7,325 as of December
31, 2001 and 2000, 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

  On January 1, 2001 the Company  adopted  Statement  of  Financial  Accounting
Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and  Hedging
Activities"  as  amended  by SFAS No. 138.  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.  The Company did not hold any derivative instruments
at  December 31, 2001 or 2000 and, as such, the Company  does not  expect  this
pronouncement   to  have  a  significant  impact  on  the  Company's  financial
statements.

  On July 1, 2001  the  Company  adopted SFAS No. 141, "Business Combinations".
SFAS No. 141 requires that the purchase  method  of  accounting be used for all
business combinations for which the date of acquisition is after June 30, 2001.
SFAS  No.141  also  establishes  specific  criteria  for  the   recognition  of
intangible assets.  This pronouncement did not have an impact on  its financial
statements.

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

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

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

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

  The Financial Accounting Standards Board issued SFAS No.144, "Accounting  For
Impairment or Disposal of Long-lived Assets".  SFAS No. 144 supersedes SFAS No.
121  and requires that one accounting model be used for long-lived assets to be
disposed  of  by  sale, whether previously held and used or newly acquired, and
broadens the presentation  of  discontinued operations to include more disposal
transactions.   SFAS No. 144 is effective  for  fiscal  years  beginning  after
December 15, 2001,  with  early  adoption  permitted.   The Company expects the
adoption  of  this  standard  to  impact  the  presentation  of  its  financial
statements  by  requiring  the  Company to classify the disposals of properties
with operations that can be distinguished  from  the  rest  of  the  entity  as
discontinued operations.


3. DEVELOPMENTS (GLA AMOUNTS UNAUDITED)

  In  October  2001,  Spokane  Mall  Development  Company,  Ltd. Partnership, a
consolidated  partnership  of  which the Operating Partnership is  the  general
partner, opened Spokane Valley Mall  Plaza,  a new community center development
in Spokane, Washington.  This property is adjacent  to  the Spokane Valley Mall
and  it  contains  approximately  132,000  square  feet of GLA  ((Company-owned
leasable area within the Company Properties ("GLA")). is 100% occupied, and had
development expenses of approximately $9,907 and a transfer  of  land  from the
Spokane Valley Mall with a book value of $1,259.

  In  September  2000, the Company completed an addition to NorthTown Mall,  in
Spokane, Washington,  adding  approximately  103,000  square  feet of GLA.  The
addition  included  a  12- screen Regal Cinemas occupying approximately  50,000
square feet of GLA, a Barnes & Noble occupying approximately 27,000 square feet
of GLA and a Nordstrom Rack  occupying approximately 26,000 square feet of GLA.
An additional 912-stall parking  garage  was  also  completed.   In  1998,  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. The issued letter of credit was allowed  to expire on October
16, 2000.

  During 2000, the Operating Partnership developed an addition  to  Grand Teton
Mall, in Idaho Falls, Idaho, adding approximately 12,900 square feet of GLA for
an Old Navy Store and expended approximately $781 for development costs.


4. BORROWINGS

<TABLE>
<CAPTION>
                                                                             DECEMBER 31,
                                                                      --------------------------
<S>                                                                   <C>           <C>
                                                                          2001          2000
                                                                      -----------   ------------
Credit facility, unsecured; variable rate; weighted average
 interest at 5.16% during 2001 and 7.67% during 2000, due in 2003     $   124,000   $    130,500
Notes, unsecured; interest at 7.29%, maturing 2005 to 2008                100,000        100,000
Mortgage payable, secured by real estate; interest at 6.68%,
 due in 2008                                                               81,571         82,540
Mortgage payable, secured by real estate; interest at 6.64%,
 due in 2011                                                               78,331             --
Notes, secured by real estate; interest at 6.37%, due in 2001                  --         61,223
Construction loan, secured by real estate; variable rate;
 weighted average interest at 5.63% during 2001, and 7.96%
 during 2000, due in 2003                                                  44,085         43,792
Construction loan, secured by real estate; variable rate;
 weighted average interest at 6.72% during 2001, and 7.95%
 during 2000                                                                   --         41,600
Loan facility, secured by real estate; variable rate;
 weighted average interest at 5.61% during 2001, due in 2003               47,340             --
Other notes payable, secured by real estate; interest ranging from
 7.0% to 9.99%, maturing 2003 to 2095                                       3,355          4,807
                                                                      -----------   ------------
                                                                      $   478,682   $    464,462
                                                                      ===========   ============
</TABLE>

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

4.    BORROWINGS (CONTINUED)

CREDIT FACILITY

      On October 16, 1997, the Operating Partnership obtained a $150,000 three-
year  unsecured  credit facility (the "Prior Credit Facility") from a syndicate
of banks.  On December  18,  1997,  the amount of the Prior Credit Facility was
increased to $200,000.  On July 28, 2000,  the  Operating  Partnership replaced
the  Prior Credit Facility with a new $200,000 unsecured credit  facility  (the
"2000  Credit  Facility")  from a syndicate of banks lead by Bank One, NA.  The
2000 Credit 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  85  to 145 basis points.  The LIBOR spread  is  determined  by  the
Operating Partnership's  credit  rating and/or leverage ratio.  The 2000 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 syndicate.  The 2000 Credit Facility will be used  for  general  corporate
purposes  including  development,  working  capital,  repayment of indebtedness
and/or  amortization payments.  The 2000 Credit Facility  contains  restrictive
covenants,  including  limitations  on  the  amount  of outstanding secured and
unsecured  debt  of  the  Operating  Partnership  and  requires  the  Operating
Partnership to maintain certain financial ratios.  The 2000 Credit Facility was
used  to  payoff  and  replace  the  Prior Credit Facility.  The  write-off  of
deferred financing cost related to the early extinguishment of the Prior Credit
Facility makes up the extraordinary loss  of  $80,  net of minority interest of
$18  in  2000.  The Operating Partnership paid commitment  fees  on  the  Prior
Credit Facility and the 2000 Credit Facility totaling $464, $2,001 and $506, in
2001, 2000 and 1999, respectively.  At December 31, 2001  and  2000,  the  2000
Credit Facility had a balance of $124,000 and $130,000, 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 7.26% 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 Prior
Credit Facility.

      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  Prior 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 $801, net of minority interest of
$184, in 1999.  The notes required quarterly  interest payments and were due on
January 22, 2001.  The notes were paid off and canceled January 22, 2001.

      On July 31, 2001, Spokane Mall Development  Company,  Ltd. Partnership, a
consolidated  partnership  of  which the Operating Partnership is  the  general
partner, obtained a new loan facility  from  a  group of banks led by Bank One,
Arizona, NA.  The new loan facility totaled $47,340, of which $41,600 was drawn
at  closing  and  used to pay-off and terminate the  maturing  $50,000  Spokane
Valley Mall construction  loan,  which  had a balance of $41,600.  The new loan
facility is for two years, maturing on July  31, 2003, with an interest rate of
LIBOR plus 150 basis points.  The LIBOR rate used  is  at  the Company's option
and  is based upon the 30, 60 or 90 day LIBOR rate.  An additional  $5,740  was
drawn on the loan facility in December 2001 to fund the construction of Spokane
Valley  Mall  Plaza.   The  balance outstanding under this loan facility, as of
December 31, 2001, was $47,340.   Commitment  fees  paid  were $503 on this new
loan facility.

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.   On June 28, 2001, the
right  to  extend  the  construction loan facility for  an additional two years
was  exercised     changing   the   maturity    date    to    July   1,   2003.
The  construction  facility   is   collateralized   by   Provo   Towne   Centre
and      guaranteed   by   the     Operating    Partnership.   The         loan

<PAGE> F-10

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

4.    BORROWINGS (CONTINUED)

bears   interest  at  a  variable   rate  indexed  to  the   LIBOR  rate   plus
150    basis   points.    The    LIBOR    rate  used  is   at   the   Company's
option and is based upon the 30, 60 or 90 day LIBOR rate.  Commitment fees paid
were  $75, $100 and $84, in 2001, 2000 and 1999, respectively.  At December 31,
2001  and 2000, the loan had a balance of $44,085 and $43,792, 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  was collateralized by the Spokane Valley Mall and
was guaranteed by the Operating  Partnership.   This construction loan facility
was paid-off and terminated on July 31, 2001.  The  loan  bore  interest  at  a
variable  interest  rate  indexed  to the LIBOR rate plus 150 basis points.  At
December 31, 2000, the loan had a balance  of $41,600.  Commitment fees paid in
2001, 2000 and 1999 were $0, $50 and $154, respectively.

MORTGAGES PAYABLE

      On January 22, 2001, the Operating Partnership through Boise Mall, LLC, a
wholly-owned subsidiary, obtained a first mortgage  on  Boise  Towne Square, in
Boise,  Idaho, in the amount of $79,000 with a ten-year term.  The  payment  is
based on  a thirty-year amortization schedule with a balloon payment of $68,315
on February  10,  2011,  bearing  interest  at  a  fixed  6.64% per annum.  The
Operating Partnership used the proceeds to pay off $61,223 of notes, secured by
real  estate,  with  an interest rate of 6.37% and reduced amounts  outstanding
under  the  Operating  Partnership's  2000  Credit  Facility.   The  properties
unencumbered by this transaction  include  Cottonwood  Mall, in Holladay, Utah;
North  Plains  Mall, in Clovis, New Mexico; and Three Rivers  Mall,  in  Kelso,
Washington.  At December 31, 2001 the loan had a balance of $78,331.

      On August  6,  1998,  the  Company,  through  a consolidated partnership,
acquired NorthTown Mall, in Spokane, Washington.  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, 2001 and 2000, the loan had
a balance of $81,571 and $82,540, respectively.

      In  June  1997, the Operating Partnership  assumed  a  mortgage  note  of
$24,755 as part of  the  acquisition  of  Silver  Lake  Mall, in Coeur d'Alene,
Idaho, and retired portions of the debt principally using  borrowings  under  a
credit facility.  The assumed debt bore interest at a fixed 8.5% per annum.  On
August  1,  2000,  the  Operating Partnership paid-off the principal balance of
$11,950 with borrowings from the 2000 Credit Facility.

      On October 12, 2001, the Operating Partnership used operating cash to pay
off a loan on the Company's  Sears-East  Bay property in Provo, Utah, which was
scheduled to mature on November 30, 2001 for $1,243,000.  The loan had a stated
interest rate of 9.38% per annum.

SCHEDULE OF MATURITIES OF BORROWINGS

      The  following  summarizes  the scheduled  maturities  of  borrowings  at
December 31, 2001:

<TABLE>
<CAPTION>
<S>                                                             <C>
Year                                                               Total
----                                                            -----------
2002                                                            $     1,910
2003                                                                217,741
2004                                                                  2,124
2005                                                                 27,287
2006                                                                 27,446
Thereafter                                                          202,174
                                                                -----------
                                                                $   478,682
                                                                ===========
</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 the right to exchange
their common units of limited partner interests  ("OP   Units")  into shares of
the  Company's  Common  Stock on a one-for-one basis (subject to adjustment  in
certain events); provided,  however, that the Company may, at its option, elect
to deliver to limited partners,  instead of shares of Common Stock,  cash in an
amount equal to the market value of  such  shares.  In the event that shares of
Common  Stock are issued in exchange for OP Units,  the  Operating  Partnership
will issue  an  equivalent  number  of  units to the Company as general partner
interests in the Operating Partnership.   In  2001 and 2000, respectively, zero
and 125 OP Units were converted into shares.

  In October 1999, the Board of Directors authorized  the Company to repurchase
up to $25,000 of the Company's Common Stock through open  market  purchases and
private transactions.  The Company repurchased a total of 1,463,100 shares from
October  25,  1999  to  March  20,  2000.   During  2000  and 1999, the Company
repurchased  606,500  and  856,600  shares  at a cost of $10,632  and  $14,366,
respectively.   The Operating Partnership purchased  an  equivalent  number  of
units of general partner interest from the Company.

  In April 1999,  the  Operating  Partnership  issued  510,000  Series  A 8.75%
cumulative redeemable preferred units of limited partner interests (the "Series
A  Preferred  Units")  in  exchange  for a gross contribution of $12,750.  Each
Series A Preferred Unit represents a limited  partner interest in the Operating
Partnership  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  Prior  Credit
Facility.  The  Series A Preferred Units, which may be redeemed for cash at the
option of the Operating  Partnership on or after April 23, 2004, have no stated
maturity  or mandatory redemption  and  are  not  convertible  into  any  other
securities  of  the  Operating  Partnership.   The Series A Preferred Units are
exchangeable at the option of the preferred unitholder  at a rate of one Series
A  Preferred  Unit  for  one share of the Company's Series A  8.75%  cumulative
redeemable preferred stock  beginning  April 23, 2009, or earlier under certain
circumstances.  In the event that shares of Series A preferred stock are issued
in exchange for Series A Preferred Units,  the Operating Partnership will issue
an equivalent number of Series A Preferred Units to the Company.  Any shares of
Series A preferred stock issued in exchange  for  Series A Preferred Units will
have the same rights, terms and conditions with respect  to  redemption  as the
Series  A Preferred Units and will not be convertible into any other securities
of the Company.   The  income allocated and distributions paid to the holder of
the Series A Preferred Units  are  based  upon  the rate of 8.75% on $12,750 or
$1,116 for the years ended December 31, 2001 and 2000 and $768 in 1999.

  On July 28, 1999, the Operating Partnership issued  3,800,000  Series B 8.95%
cumulative redeemable preferred units of limited partner interest  (the "Series
B  Preferred  Units")  in  exchange for a gross contribution of $95,000.   Each
Series B Preferred Unit represents  a limited partner interest in the Operating
Partnership 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 Prior Credit Facility and
increase operating cash.  The Series B Preferred Units,  which  may be redeemed
for cash at the option of the Operating Partnership on or after July  28, 2004,
have  no  stated maturity or mandatory redemption and are not convertible  into
any other securities  of  the  Operating  Partnership.   The Series B Preferred
Units are exchangeable at the option of the preferred unitholder  at  a rate of
one  Series  B  Preferred  Unit  for  one share of the Company's Series B 8.95%
cumulative redeemable preferred stock beginning July 28, 2009, or earlier under
certain circumstances.  In the event that  shares  of  Series B preferred stock
are issued in exchange for Series B Preferred Units, the  Operating Partnership
will  issue an equivalent number of Series B Preferred Units  to  the  Company.
Any shares  of  Series  B  preferred  stock  issued  in  exchange  for Series B
Preferred Units will have the same rights, terms and conditions with respect to
redemption as the Series B Preferred Units and will not be convertible into any
other securities of the Company.  The income allocated to holders of the Series
B Preferred Unit are base upon the rate of 8.95% on the $95,000 for  the  years
ended  December  31,  2001 and 2000.  Distributions are paid on the last day of
the quarter providing that  day is a business day.  If the payment day falls on
a non-business  day, the payment is due on the following  business day,  except
that  payment for  the  fourth quarter distributions  must be made in December.
Income  allocated and  distributions paid for the years ended December 31, 2001
and 2000 were $8,502 and $3,661 in 1999.

<PAGE> F-12

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

5. CAPITAL TRANSACTIONS (CONTINUED)

  On  May  1, 2000, the Operating Partnership issued  320,000  Series  C  8.75%
cumulative redeemable  preferred units of limited partner interest (the "Series
C Preferred Units"), in  exchange  for a  gross contribution  of  $8,000.  Each
Series  C  Preferred  Unit  represents  a  limited  interest  in  the Operating
Partnership  with  a  liquidation  value  of  twenty-five  dollars  per   unit.
The  Operating Partnership  used  the  proceeds, less   applicable  transaction
costs  and   expenses   of  $244, to pay down the  borrowings under  the  Prior
Credit  Facility.  The  Series  C  Preferred  Units,  which  may  be   redeemed
for   cash   at  the   option of  the  Operating  Partnership  on or  after May
1,  2005,  have  no   stated maturity  or  mandatory  redemption  and  are  not
convertible into any other securities of the Operating Partnership.  The Series
C Preferred Units are exchangeable at the option of  the  preferred  unitholder
at a rate of one Series C Preferred Unit for one share of the  Company's Series
C  8.75%  cumulative  redeemable  preferred  stock  beginning  May  1, 2010, or
earlier under certain  circumstances.  In the  event that  shares of  Series C
preferred stock  are  issued  in  exchange  for  Series  C Preferred Units, the
Operating  Partnership will issue  an equivalent number  of Series C  Preferred
Units to the Company. Any shares of Series C preferred stock issued in exchange
for  Series C  Preferred Units will have the same rights,  terms and conditions
with respect to  redemption as  the  Series C  Preferred  Units and will not be
convertible into  any other  securities of the Company.  Income  allocated  and
distributions paid to the holder of the Series C Preferred Units are based upon
the rate of 8.75% on the $8,000 or $700 and $467 for  the years ended  December
31, 2001 and 2000 respectively.

  For the year ended December 31, 2001,  dividends  for  the Series A, Series B
and Series C Preferred Units were $1,116, $8,502 and $700,  respectively.   For
the  year  ended  December  31,  2000, dividends for the Series A, Series B and
Series C Preferred Units were $1,116, $8,502 and $467, respectively.

  On February 20, 2001, the Operating  Partnership issued 2,500 OP Units to New
Mexico I Partners in connection with it purchase of land and building at Animas
Valley Mall from New Mexico I Partners.   The  value  of  the  units  issued on
February 20, 2001 was $47.

  During  2001,  options  to  purchase  129,145  shares  of  common  stock were
exercised  with  proceeds  of  $2,319  to  the  Company.   The Company used the
proceeds to purchase an equal number of OP Units.


6.    RENTAL INCOME

  Substantially  all  real estate held for investment is leased to  retail  and
commercial tenants.  These  operating  leases  generally  range  from one 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, 2001 provide for the following minimum
future rental income:

<TABLE>
<CAPTION>
<S>                                                             <C>
Year                                                               Total
----                                                            -----------
2002                                                            $    90,007
2003                                                                 82,907
2004                                                                 75,075
2005                                                                 66,798
2006                                                                 59,099
Thereafter                                                          285,056
                                                                -----------
                                                                $   658,942
                                                                ===========
</TABLE>

<PAGE> F-13

          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
----                                                            -----------
2002                                                            $       996
2003                                                                    997
2004                                                                    997
2005                                                                    982
2006                                                                    961
Thereafter                                                           32,377
                                                                -----------
                                                                $    37,310
                                                                ===========
</TABLE>

  The Company recorded rental expense of $1,057, $1,003 and $983 for 2001, 2000
and 1999, respectively.

  The Company 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 Company.


8.     SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

  During 1999, Price-James Company, 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  2001, 2000 and 1999, non-cash investing  and  financing  transactions
included an  increase  in  accounts payable of $0, $0 and $4,645, respectively,
related to building and development  activities,  the  write-off of capitalized
tenant allowances of $4,496, $6,351 and $2,313, respectively,  and  in 2000 the
transfer  from  Real  Estate  assets  to other assets of $24 net of accumulated
depreciation of $31.  In addition, the  holders  of OP Units elected to convert
zero, 125 and 41,718 OP Units, having a recorded value of $0, $1 and $437, into
Common Stock in 2001, 2000 and 1999, respectively.

  On February 20, 2001, the Operating Partnership  issued 2,500 OP Units to New
Mexico  I  Partners in connection with its purchase of  land  and  building  at
Animas Valley Mall, in Farmington, New Mexico, from New Mexico I Partners.  The
value of the units issued on February 20, 2001 was $47.

  Interest paid (net of capitalized amounts of $513, $1,289 and $2,404 in 2001,
2000 and 1999)  aggregated $29,954, $30,712 and $28,553 in 2001, 2000 and 1999,
respectively.


9.     RELATED PARTY TRANSACTIONS

  The Operating Partnership contracted for computer services from Alta Computer
Services, Inc. ("Alta").   Alta  is  majority  owned  by three directors of the
Company.  This contract was terminated in July 2001.  The Operating Partnership
paid  $110,  $154  and  $192  in  2001, 2000 and 1999, 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, 2001.

<PAGE> F-14

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

9.     RELATED PARTY TRANSACTIONS (continued)

  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 $121, $118 and $113 in 2001, 2000
and  1999,  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) five commercial buildings located in Albuquerque, New Mexico; Creve Coeur,
Missouri; Dallas, Texas; Escondido, California; and Houston, Texas,  the  owner
of which paid the Company a management fee of $18, $20 and $6 in 2001, 2000 and
1999,  respectively (the Chairman of the Board is the general partner owner  of
the buildings),  and  (iii) an office building in Park City, Utah, the owner of
which paid the Company  $5  and $2 in 2001 and 2000, respectively (owned by the
Chairman of the Board and his family).


10.     STOCK INCENTIVE PLAN

  On October 26, 1993, the Company  adopted  the  1993  Stock  Option Plan (the
"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  OP  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>
                                                2001                         2000                      1999
                                      --------------------------  -------------------------   --------------------------
<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         694,000     $     19.53      687,000   $     19.55       631,000   $      21.37
Granted                                    7,000           20.83        7,000         18.50        60,000          18.31
Exercised                               (129,000)          17.96           --            --            --             --
Forfeited                                 (2,000)          25.25           --            --        (4,000)         22.43
                                      ----------     -----------  -----------   -----------   -----------   ------------
Outstanding at end of year               570,000*    $     19.89      694,000   $     19.53       687,000   $      19.55
                                      ==========     ===========  ===========   ===========   ===========   ============
Exercisable at end of year               498,000     $     18.84      561,000   $     18.77       494,000   $      18.41
                                      ==========     ===========  ===========   ===========   ===========   ============
</TABLE>
-----------------------
* The weighted average remaining contractual life of  options outstanding as of
  December 31, 2001 was four years.  The range of option  prices  was $17.50 to
  $25.38 per share.

<PAGE> F-15

          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  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  Partnerships'  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>
                                        2001         2000          1999
                                   ------------  ------------  ------------
Net income
 As reported                       $     33,407  $     28,828  $     30,482
 Proforma                          $     33,348  $     28,740  $     30,411
Basic net income OP Unit
 As reported                       $       1.68  $       1.45  $       1.44
 Proforma                          $       1.67  $       1.44  $       1.44
Diluted net income OP Unit         $       1.67  $       1.45  $       1.43
 As reported
 Proforma                          $       1.67  $       1.44  $       1.43
</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>
                                        2001         2000          1999
                                   ------------  ------------  ------------
Risk free interest rate                    4.24%        6.71%         4.79%
Dividend yield                             9.53%       12.29%        11.09%
Expected life                            4 years      3 years       4 years
Expected volatility                       22.40%       16.28%        16.40%
Weighted average per share
 fair value of options granted
 during the year                   $       1.44   $      0.67   $      0.55
</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 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
2001, 2000 and 1999 were $400, $375 and $333, respectively.

<PAGE> F-16

          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 Company  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, 2001 and 2000 are  reasonable estimates of their fair values
because of the short maturity of these financial instruments.

      Borrowings with an aggregate carrying  value  of $478,682 and $464,462
have an estimated aggregate fair value of $476,799 and  $458,762 at December
31, 2001 and 2000, respectively.  Estimated fair value is  based on interest
rates  currently  available  to the Company 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 YEARS ENDED DECEMBER 31,
                                                   -------------------------------------
<S>                                                <C>          <C>          <C>
                                                      2001         2000         1999
                                                   -----------  -----------  -----------
Income (Numerator)
   Before Extraordinary Item                       $    33,407  $    28,926  $    31,467
                                                   ===========  ===========  ===========
OP Units (Denominator):
  Basic-average common units outstanding            19,929,000   19,934,000   21,238,000
  Add: Dilutive effect of stock options                 60,000        1,000       29,000
                                                   -----------  -----------  -----------
Diluted OP Units                                    19,989,000   19,935,000   21,267,000
                                                   ===========  ===========  ===========
Per-Unit Amounts - Income Before
 Extraordinary Item:
  Basic                                            $      1.68  $      1.45  $      1.48
                                                   ===========  ===========  ===========
  Diluted                                          $      1.67  $      1.45  $      1.48
                                                   ===========  ===========  ===========
</TABLE>

  Options to purchase 570,000,  694,000 and 687,000 shares of Common Stock were
outstanding at December 31, 2001,  2000  and  1999,  respectively  (Note 10), a
portion of which has been reflected above using the treasury stock method.


14.   SEGMENT INFORMATION (GLA AMOUNTS UNAUDITED)

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

      The  accounting policies  of  the  segments  are  the  same  as  those
described in the "Summary of Significant Accounting Policies."  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  Company
evaluates the performance of its segments  and  allocates  resources to them
based on Property NOI.

<PAGE> F-17

          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  regional  mall  segment  consists of 18 regional malls  in  eight
states containing approximately 10,414,000  square  feet  of  Total  GLA and
which  range in size from approximately 301,000 to 1,166,000 square feet  of
Total GLA.

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

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

      The  table  below presents information about the Company's  reportable
segments for the years ended December 31:

<TABLE>
<CAPTION>
                                         REGIONAL     COMMUNITY    COMMERCIAL
                                          MALLS        CENTERS     PROPERTIES    OTHER       TOTAL
                                       ------------  -----------   -----------  ----------  ----------
<S>                                    <C>           <C>           <C>         <C>         <C>
2001
----
Total Revenues                         $    115,664  $    20,467   $     7,830  $      395  $  144,356
Property Operating Expenses (1)             (33,207)      (4,808)       (1,646)         --     (39,661)
                                       ------------  -----------   -----------  ----------  ----------
Property NOI (2)                             82,457       15,659         6,184         395     104,695
Unallocated Expenses (3)                         --           --            --     (65,933)    (65,933)
Unallocated Minority Interest (4)                --           --            --        (120)       (120)
Unallocated Other (5)                            --           --            --       5,083       5,083
Consolidated Net Income                          --           --            --          --      43,725
Additions to Real Estate Assets              13,266       14,127         1,013          --      28,406
Total Assets (6)                            665,677       88,704        29,332      12,059     795,772
2000
----
Total Revenues                         $    114,141  $    19,562   $     7,741  $      757  $  142,201
Property Operating Expenses (1)             (32,516)      (4,867)       (1,732)         --     (39,115)
                                       ------------  -----------   -----------  ----------  ----------
Property NOI (2)                             81,625       14,695         6,009         757     103,086
Unallocated Expenses (3)                         --           --            --     (66,517)    (66,517)
Unallocated Minority Interest (4)                --           --            --         440         440
Unallocated Other (5)                            --           --            --       1,904       1,904
Consolidated Net Income                          --           --            --          --      38,913
Additions to Real Estate Assets              34,130        1,801           764           9      36,704
Total Assets (6)                            656,553       85,425        29,782      14,071     785,831
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
</TABLE>

<PAGE> F-18

          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)
-----------------------------
(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 sales 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.


15.   QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

      Financial information  for each of the quarters in 2001 and 2000 are as
follows:


<TABLE>
<CAPTION>
                                                    FIRST       SECOND       THIRD       FOURTH         TOTAL
<S>                                             <C>          <C>          <C>          <C>          <C>
                                                -----------  -----------  -----------  -----------  ------------
YEAR ENDED 2001
---------------
Total Revenues                                  $    35,020  $    34,004  $    35,280  $    40,052  $    144,356
Income Before Extraordinary Item
 and Minority Interest                                8,311        8,238        9,022       18,274        43,845
Net Income                                            5,830        5,592        6,357       15,628        33,407
Basic Earnings Per OP Unit                            0.290        0.280        0.320        0.790         1.680(1)
Diluted Earnings Per OP Unit                          0.290        0.280        0.320        0.780         1.670(1)
Distributions Declared Per OP Unit                    0.495        0.495        0.495        0.510         1.995
YEAR ENDED 2000
---------------
Total Revenues                                  $    32,899  $    34,254  $    35,200  $    39,848  $    142,201
Income Before Minority Interest                       7,833        9,953        7,947       10,836        36,569
Net Income                                            5,641        7,365        5,414       10,408        28,828
Basic Earnings Per OP Unit                            0.280        0.370        0.270        0.530        1.450(1)
Diluted Earnings Per OP Unit                          0.280        0.370        0.270        0.530        1.450(1)
Distributions Declared Per OP Unit                    0.480        0.480        0.480        0.495        1.935
</TABLE>
-----------------------------------
(1)    The sum of quarterly earnings  per  share  may differ from yearly totals
       due to rounding and the fluctuation of weighted  average shares of stock
       on a quarterly basis.


16.   SUBSEQUENT EVENTS

      As of  January 28, 2002, the Operating  Partnership  had  reduced  its
borrowings under  the  2000  Credit  Facility  by  $7,000   from $124,000 to
$117,000.

<PAGE> F-19

                                                                     SCHEDULE II
                    PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                         VALUATION AND QUALIFYING ACCOUNTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
                                (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, 2001
Allowance for uncollectible accounts   $    1,368   $       898  $       846   $     1,420

Year ended December 31, 2000
Allowance for uncollectible accounts   $    1,217   $     1,396  $     1,245   $     1,368

Year ended December 31, 1999
Allowance for uncollectible accounts   $      741   $     1,479  $     1,003   $     1,217

</TABLE>

<PAGE> F-20
                                                                  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                 BUILDING &           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 $       7,167 $  3,902 $     31,226 $ 35,128 $      4,706           --     1995  1-40

Boise Towne
Square,
Boise,
ID                78,331    9,218           --        51,413    8,190       52,441   60,631       13,337      1987-88    1985-  4-40
                                                                                                                            86
Cache
Valley
Mall,
Logan, UT             --      909           --         8,729      648        8,990    9,638        5,419      1975-76    1973-  3-40
                                                                                                                            75
Cottonwood
Mall,
Holladay,
UT                    --    7,514       20,776        32,365    7,514       53,141   60,655       24,352      1981-87     1980  5-40

Eastridge
Mall,
Casper, WY            --    4,300       19,896        10,967    4,300       30,863   35,163        4,856           --     1995  2-40

Grand Teton
Mall, Idaho
Falls, ID             --    5,802       28,614         7,033    7,743       33,706   41,449        5,188           --     1996  5-40

Mall at
Sierra
Vista,
Sierra
Vista, AZ             --    1,660       16,068         3,000    1,623       19,105   20,728        1,492      1998-99     1998  3-40

North
Plains
Mall,
Clovis, MN            --    2,664           --        16,781    2,664       16,781   19,445        4,815      1984-85    1979-  6-40
                                                                                                                            84
NorthTown
Mall,
Spokane, WA       81,571    6,902      120,458        24,894    6,902      145,352  152,254       11,500      1997-98     1997  3-40

Pine Ridge
Mall,
Pocatello,
ID                    --    1,883           --        22,460    1,883       22,460   24,343       10,259      1979-81     1979  3-40

Provo
Towne
Centre,
Provo, UT         44,085   13,829       41,820        23,956   10,854       68,751   79,605        7,664      1997-98     1997    40

Red
Cliffs
Mall,
St. George,
UT                    --      903           --        13,984      903       13,984   14,887        3,821      1989-90     1989  4-40

Salem
Center,
Salem, OR             --    1,704       30,504         1,943    1,704       32,447   34,151        3,390           --     1997  4-40

Silver
Lake
Mall,
Coeur
d'Alene, ID           --    4,055       21,379           641    4,055       22,020   26,075        2,633           --     1997  2-40

Spokane
Valley
Mall,
Spokane, WA       47,340    6,645       34,341        24,974    6,152       59,808   65,960        8,707      1990-97     1990  5-40

Three
Rivers
Mall,
Kelso, WA             --    1,977           --        21,097    1,977       21,097   23,074        7,432      1986-87     1984  2-40

Visalia
Mall,
Visalia, CA           --    6,146       31,812         1,684    6,146       33,496   39,642        4,071           --     1997  5-40

White
Mountain
Mall,
Rock
Springs, WY           --    1,120           --        15,635    1,120       15,635   16,755        7,575      1977-78     1977  2-40

COMMUNITY
CENTERS
Alameda
Plaza,
Pocatello,
ID                    --      500           --         3,405      500        3,405    3,905        2,178         1973     1973 24-40

Anaheim
Plaza,
Anaheim, CA           --       --           --         2,099       --        2,099    2,099          204      1980-81     1979  7-40

Austin
Bluffs
Plaza,
Colorado
Springs, CO           --    1,488           --         1,890    1,488        1,890    3,378          748         1985     1979 10-40

Bailey
Hills
Plaza,
Eugene, OR            --      157           --           292      157          292      449           70      1988-89     1988    40

Baskin
Robbins
17th St.,
Idaho
Falls, ID             --        9           67             7        9           74       83           28           --     1988 10-40

Boise
Plaza,
Boise, ID             --      322           --         1,410      322        1,410    1,732        1,033      1970-71     1970    40

Boise
Towne
Plaza,
Boise, ID             --    3,316        4,243         2,884    3,324        7,119   10,443        1,397      1996-97     1994  3-40

Cottonwood
Square,
Salt Lake
City, UT              --    1,926        3,535            75    1,926        3,610    5,536          545           --     1995  5-40

Division
Crossing,
Portland,
OR                    --    2,429           --         4,500    2,429        4,500    6,929        1,269      1990-91     1990  3-40

Fort Union
Plaza,
Salt Lake
City, UT              --       21           --         1,663       21        1,663    1,684          779      1979-84       -- 10-40

Fremont
Plaza,
Las Vegas,
NV                    --       --           --         2,447       --        2,447    2,447        1,380      1976-80       --  3-40

Gateway
Crossing,
Bountiful,
UT                    --    3,644           --         9,756    3,644        9,756   13,400        1,960      1990-92     1990  5-40

</TABLE>

<PAGE> F-21

                                                                  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                 BUILDING &           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           --  $    -- $         -- $       3,429 $     -- $      3,429 $  3,429 $        741      1989-91       --  5-40

North
Temple
Shops,
Salt Lake
City, UT              --       60           --           177       60          177      237          109         1970     1970 10-40

Orem Plaza
Center
Street,
Orem, UT              --      371          330         1,111      344        1,468    1,812          850      1976-87     1973  4-40

Orem Plaza
State
Street,
Orem, UT              --      126           --           712      126          712      838          413         1975     1973  5-40

Plaza 800,
Sparks, NV            --       33        2,969            45       33        3,014    3,047        1,966         1974       --  5-40

Plaza
9400,
Sandy, UT             --       --           --         4,591       --        4,591    4,591        2,453      1976-84       --    40

Red
Cliffs
Plaza,
St. George,
UT                    --       --        2,403           239       --        2,642    2,642          483      1994-95    1994- 10-40
                                                                                                                            95
River
Pointe
Plaza,
West
Jordan, UT            --    1,130           --         2,553    1,005        2,678    3,683        1,032      1987-88    1986-  3-40
                                                                                                                            87
Riverside
Plaza,
Provo, UT              --     427        1,886         4,544      427        6,430    6,857        2,142      1978-81     1977 10-40

Spokane
Valley
Mall
Plaza,
Spokane,
WA                     --   2,062        9,104            --    2,062        9,104   11,166           36         2001       -- 11-40
                       (2)
Twin
Falls
Crossing,
Twin
Falls, ID              --     125           --           776      125          776      901          484         1976     1975    40

University
Crossing,
Orem, UT               --     230           --         4,961      230        4,961    5,191        2,230      1971-92     1971 13-40

Woodlands
Village,
Flagstaff,
AZ                     --   2,068        5,329           368    2,068        5,697    7,765        1,048           --     1994  5-40

Yellowstone
Square,
Idaho
Falls, ID              --     355           --         5,218      355        5,218    5,573        3,048      1972-77     1972 10-40

COMMERCIAL
PROPERTIES
First
Security
Place,
Boise, ID              --     300           --         2,898      300        3,198    3,498        1,757      1978-80     1978    40

Price
Business
Center -
Commerce
Park,
West
Valley
City, UT               --     415        2,109         9,331    1,147       10,708   11,855        2,484         1980    1973-  2-40
                                                                                                                           95
Price
Business
Center-
Pioneer
Square,
Salt Lake
City, UT               --     658           --        10,419      648       10,429   11,077        4,142      1974-92     1973  2-40

Price
Business
Center-
South
Main,
Salt Lake
City, UT               --     317           --         2,315      291        2,341    2,632        1,231      1967-82    1966-  5-40
                                                                                                                            81
Price
Business
Center-
Timesquare,
Salt Lake
City, UT               --     581           --        10,304      545       10,340   10,885        5,010      1974-80    1972-  3-40
                                                                                                                            80
Sears-
Eastbay,
Provo, UT              --     275           --         2,202      275        2,202    2,477          665      1989-90     1989    40

OTHER
REAL
ESTATE
Miscel-
laneous
Real
Estate                --    1,963        1,341         9,232    4,461        7,775   12,236          814
            ------------ -------- ------------ ------------- -------- ------------ -------- ------------
TOTAL       $    251,327 $106,441 $    423,043 $     394,576 $106,602 $    817,458 $924,060 $    175,946
            ============ ======== ============ ============= ======== ============ ======== ============
</TABLE>

(1)   Included  are  development costs subsequent to acquisition or opening  of
      property.
(2)   This property is encumbered with the Spokane Valley Mall loan facility.

<PAGE> F-22

                    PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                        REAL ESTATE AND ACCUMULATED DEPRECIATION
                                (Dollars in thousands)
<TABLE>
<CAPTION>

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

                                            FOR THE YEARS ENDED DECEMBER 31,
                                        -----------------------------------------
<S>                                     <C>            <C>            <C>
                                            2001           2000           1999
                                        -----------    -----------    -----------
Real Estate Investments
 Balance at Beginning of Year           $   906,281    $   876,388    $   815,756
 Acquisitions                                    --             --             --
 Improvements                                28,406         36,704         62,945
 Disposition of Property                    (10,627)        (6,811)        (2,313)
                                        -----------    -----------    -----------
                                        $   924,060    $   906,281    $   876,388
                                        ===========    ===========    ===========
Balance at End of Year
Accumulated Depreciation
 Balance at Beginning of Year           $   154,574    $   135,027    $   114,136
 Depreciation                                27,763         26,099         23,204
 Depreciation of Disposed Property           (6,391)        (6,552)        (2,313)
                                        -----------    -----------    -----------
Balance at End of Year                  $   175,946    $   154,574    $   135,027
                                        ===========    ===========    ===========
</TABLE>
<PAGE> F-23