SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                     FORM 10-K/A


(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, 2000

                                        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>
<S>                                                           <C>

                MARYLAND                                                        87-0516235
 4         ---------------------                                               ---------------
         (State of organization)                                             (I.R.S. Employer
                                                                            Identification No.)
           35 CENTURY PARK-WAY
       SALT LAKE CITY, UTAH 84115                                             (801) 486-3911
(Address of principal executive offices, including zip code) (Registrant's telephone number, including area code)
</TABLE>


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

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

      Indicate by check mark whether the Registrant (1)  has  filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange  Act  of
1934  during  the  preceding  12  months  (or  for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes [X]  No


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


                          DOCUMENTS INCORPORATED BY REFERENCE

      Portions of JP Realty Inc.'s proxy statement  for its 2001 Annual Meeting
of  Stockholders   scheduled  to  be held on May 2, 2001  are  incorporated  by
reference into Part III of this Annual Report on Form 10-K/A.
<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/A and the information incorporated
by reference herein may constitute forward-looking  statements  for purposes of
Section 27A of the Securities Act of 1933, as amended, and Section  21E  of the
Securities Exchange Act of 1934, as amended, 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, 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 as of December
31,  2000  held  an  81.7%  controlling  general  partner  interest  in,  Price
Development  Company,  Limited Partnership, a Maryland limited partnership (the
"Operating Partnership").   As  of  December 31, 2000, 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, 2000, the Company's  retail  portfolio contained an
aggregate  of 13,821,995 square feet of Total GLA and its commercial  portfolio
contained an  aggregate  of  1,353,666  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 95% leased as
of  December  31,  2000 and, based  on  GLA,  its  commercial  Properties  were
approximately 96% leased  as  of  that date.  Segment information for the three
years ended December 31, 2000, 1999  and  1998  is  included  in  the financial
statements  attached  to this  Annual  Report on Form 10-K/A on pages  F-16 and
F-17.

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

<PAGE> 2
      On  April  23,  1999,  the  Operating Partnership issued 510,000 Series A
8.75% cumulative redeemable preferred  units  of  limited partner interest (the
"Series A Preferred Units") in a private placement.   Each  Series  A Preferred
Unit  has  a  liquidation value of twenty-five dollars per unit.  The Operating
Partnership used  the  net  proceeds  of  approximately  $12.3  million for the
partial  repayment  of borrowings outstanding under the Operating Partnership's
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.

      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.

      On July 28, 1999, the Operating  Partnership  issued  3,800,000  Series B
8.95%  cumulative  redeemable preferred units of limited partner interest  (the
"Series B Preferred  Units")  in  a private placement.  Each Series B Preferred
Unit has a liquidation value of twenty-five  dollars  per  unit.  The Operating
Partnership used the net proceeds of approximately $92.2 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 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.

      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 has 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

<PAGE> 3
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.

      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  2000  borrowings  under the 2000 Credit Facility
during the fiscal year ended December 31, 2000 was  7.67%  per  annum  and  the
balance outstanding at December 31, 2000 was $130,500,000.

      On  August  1,  2000,  the Operating Partnership paid off the outstanding
mortgage payable on Silver Lake Mall bearing an interest rate of 8.5% per annum
and having a principal balance  of  $11,950,000  with  borrowings from the 2000
Credit Facility.

      Each  of the Company's regional malls is the premier  and  dominant  mall
and, in some  cases,  the  only  mall  within  its  trade area and is generally
considered  to  be  the  financial,  economic  and social center  for  a  given
geographic  area.   The  trade areas surrounding the  Company's  malls  have  a
drawing radius, depending  on  the  mall,  ranging from five to over 150 miles.
The malls have attracted as anchor tenants some  of  the  leading  national and
regional  retail  companies  such  as  JCPenney,  Nordstrom, Wal-Mart, The  Bon
March<e'>, Sears, Dillard's, Mervyn's and ZCMI.  The  18  regional malls in the
portfolio contain an aggregate of approximately 10,430,000 square feet of Total
GLA  and  range  in size from approximately 301,000 to approximately  1,172,000
square feet of Total  GLA.   The  community  center  portfolio  consists  of 25
Properties  in  seven  states containing approximately 3,390,000 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 1,354,000 square feet
of  GLA,  is  primarily  located  in  the  Salt  Lake City, Utah area where the
Company's headquarters are located.

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

      The  Operating  Partnership  developed  Provo Towne Centre,  an  enclosed
regional mall in Provo, Utah.  The mall held its  grand  opening on October 28,
1998 and added approximately 723,000 square feet of Total  GLA  as  of December
31,  1998.   Provo  Towne Centre is anchored by Dillard's, JCPenney, Sears  and
Cinemark Theaters and  includes space for more than 80 mall shops.  On November
11, 1999, the mall held  a  grand  opening  for  its 16-screen Cinemark Theater
which added approximately 74,000 square feet of additional GLA.

      On  March  31,  2000,  the Company sold one of its  free-standing  retail
properties Nephi Bank located  in  Nephi,  Utah  to Far West Bank for $295,000.
The gain on the sale of this Property was $243,000.

      In September 2000, the Operating Partnership,  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.  The project was funded through draws by the
Company from both current and prior credit facilities.

<PAGE> 4
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.

                                Retail Properties
<TABLE>
<CAPTION>

                                                                                          OCCUPANCY AS OF
                                                                                            12/31/2000
                                                                                     -----------------------

<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(6)ANCHORS
--------------- -------- -------  -------  -------- --------- ---------- ---------- --------- -----  -----  -----  ------ ----------
REGIONAL MALLS

Utah
----
Cache Valley
Mall            Logan      RM      30,120    98,573   182,889    311,582    309,082     2,500  95.5%  95.4%  85.7% Fee    JCPenney,
                                                                                                                          ZCMI,
                                                                                                                          C-A-L
                                                                                                                          Ranch,
                                                                                                                          Gotts-
                                                                                                                          chalk's

Cottonwood Mall
(7) (35)        Holladay   RM      53,300   323,098   379,508    755,906    755,906        --  88.6%  88.6%  73.4% Fee    JCPenney,
                                                                                                                          ZCMI

Provo Towne
Centre (7)      Provo      RM       9,564   232,252   560,505    802,321    461,692   340,629
                                                                                          (8)  96.1%  93.2%  86.5% Fee    JCPenney,
                                                                                                                          Dillard's,
                                                                                                                          Cinemark
                                                                                                                          Theaters,
                                                                                                                          Sears

Red Cliffs Mall St.        RM      17,425    91,301   277,057    385,783    271,512   114,271
                George                                                                    (9)  97.5%  96.5%  89.6% Fee    JCPenney,
                                                                                                                          Sears,
                                                                                                                          ZCMI,
                                                                                                                          Wal-Mart

IDAHO
-----
Boise Town
Square (7)      Boise      RM      84,418   392,647   694,463  1,171,528    589,891   581,637
                                                                                         (10)  97.8%  95.7%  93.5% Fee
                                                                                                                   GL(11) JCPenney,
                                                                                                                          Dillard's,
                                                                                                                          Sears,
                                                                                                                          The Bon
                                                                                                                          March<e'>,
                                                                                                                          Mervyn's

Grand Teton
Mall            Idaho      RM      29,089   164,604   344,882    538,575    532,955     5,620  97.9%  97.8%  93.0% Fee    JCPenney,
                Falls                                                                                                     Sears,
                                                                                                                          ZCMI,
                                                                                                                          The Bon
                                                                                                                          March<e'>,
                                                                                                                          Old Navy

Pine Ridge Mall Pocatello  RM      25,818   149,268   437,987    613,073    501,573   111,500
                                                                                         (12)  97.2%  96.6%  88.7% Fee/GL
                                                                                                                   (13)   JCPenney,
                                                                                                                          ZCMI,
                                                                                                                          The
                                                                                                                          Bon
                                                                                                                          March<e'>,
                                                                                                                          Sears,
                                                                                                                          ShopKo

Silver Lake
Mall            Coeur      RM      20,090    97,446   217,493    335,029    328,093     6,936  98.1%  98.0%  93.4% Fee    JCPenney,
                d'Alene                                                                                                   Sears,
                                                                                                                          Emporium,
                                                                                                                          Gotts-
                                                                                                                          chalk's

WASHINGTON
----------
NorthTown Mall  Spokane    RM          --   411,311   644,297  1,055,608    813,216   242,392
(7)                                                                                      (14)  94.7%  93.2%  86.5% Fee    JCPenney,
                                                                                                                          Sears,
                                                                                                                          Barnes &
                                                                                                                          Noble,
                                                                                                                          Mervyn's,
                                                                                                                          The Bon
                                                                                                                          March<e'>,
                                                                                                                          Nordstrom
                                                                                                                          Rack,
                                                                                                                          Emporium,
                                                                                                                          Regal
                                                                                                                          Cinemas

</TABLE>
<PAGE> 5
                         Retail Properties (continued)
<TABLE>
<CAPTION>

                                                                                          OCCUPANCY AS OF
                                                                                            12/31/2000
                                                                                     -----------------------

<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(6)ANCHORS
--------------- -------- -------  -------  -------- --------- ---------- ---------- --------- -----  -----  -----  ------ ----------
REGIONAL MALLS
(CONTINUED)

Spokane Valley
Mall (7)        Spokane    RM      45,206   274,862   411,731    731,799    477,102   254,697
                                                                                         (15)  93.7%  90.4%  83.3% Fee    JCPenney,
                                                                                                                          Sears,
                                                                                                                          The
                                                                                                                          Bon
                                                                                                                          March<e'>,
                                                                                                                          Regal
                                                                                                                          Cinemas

Three Rivers
Mall (7)        Kelso      RM     246,890   127,233   188,076    562,199    380,318   181,881
                                                                                         (16)  95.0%  92.6%  77.8% Fee    JCPenney,
                                                                                                                          Sears,
                                                                                                                          The Bon
                                                                                                                          March<e'>,
                                                                                                                          Emporium

OREGON
------
Salem Center    Salem      RM          --   167,605   483,000    650,605    212,605   438,000
                                                                                         (17)  96.6%  89.6%  86.8% Fee/GL
                                                                                                                   (18)   JCPenney,
                                                                                                                          Nordstrom,
                                                                                                                          Mervyn's,
                                                                                                                          Meier &
                                                                                                                          Frank,
                                                                                                                          Regal
                                                                                                                          Cinemas

WYOMING
-------
Eastridge Mall  Casper     RM      17,500   218,427   336,821    572,748    496,865    75,883
(35)                                                                                     (19)  96.7%  96.2%  91.3% Fee    JCPenney,
                                                                                                                          Target,
                                                                                                                          The Bon
                                                                                                                          March<e'>,
                                                                                                                          Sears,
                                                                                                                          Old Navy,
                                                                                                                          Ross

White Mountain  Rock       RM      26,025   106,172   208,452    340,649    340,649        --  76.5%  76.5%  71.4% Fee    JCPenney,
Mall (36)       Springs                                                                                                   Herbergers
                                                                                                                          (20)(21)


NEW MEXICO
----------
Animas Valley   Farming-
Mall            ton        RM      33,000   222,486   271,155    526,641    467,303    59,338
                                                                                         (22)  88.3%  86.8%  72.2% Fee    JCPenney,
                                                                                                                          Sears,
                                                                                                                          Dillard's,
                                                                                                                          Ross (22)

North Plains    Clovis     RM      24,111    81,596   195,544    301,251    298,131     3,120  94.9%  94.8%  81.2% Fee    JCPenney
Mall (7)                                                                                                                  Sears,
                                                                                                                          Beall's,
                                                                                                                          Dillard's

ARIZONA
-------
Mall at Sierra  Sierra
Vista           Vista      RM          --   103,422   231,270    334,692    138,200   196,492
                                                                                          (8)  93.9%  85.2%  80.3% Fee    Sears,
                                                                                                                          Dillard's,
                                                                                                                          Cinemark
                                                                                                                          Theaters

CALIFORNIA
----------
Visalia Mall    Visalia    RM       8,510   174,813   257,000    440,323    440,323        --  98.3%  98.3%  95.8% Fee    JCPenney,
                                  ------- --------- --------- ---------- ---------- --------- -----  ------ ------        Gotts-
Subtotal Malls                    671,066 3,437,116 6,322,130 10,430,312  7,815,416 2,614,896  94.7%  92.9%  85.2%        chalk's
                                  ------- --------- --------- ---------- ---------- --------- -----  ------ ------
</TABLE>

<PAGE> 6
                         Retail Properties (continued)
<TABLE>
<CAPTION>

                                                                                          OCCUPANCY AS OF
                                                                                            12/31/2000
                                                                                     -----------------------

<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(6)ANCHORS
--------------- -------- -------  -------  -------- --------- ---------- ---------- --------- -----  -----  -----  ------ ----------
COMMUNITY
CENTERS
AND FREE-
STANDING
RETAIL
PROPERTIES

UTAH
----
Cottonwood      Salt       CC          --    35,467    41,612     77,079     77,079        --  82.5%  82.5%  62.0% Fee/GL Albertsons
Square          Lake
                City

Fort Union      Salt       CC      32,968        --        --     32,968     32,968        --  65.8%  65.8%    --  GL     None
Plaza           Lake
                City


Gateway         Bountiful  CC      35,982    65,853   174,669    276,504    146,466   130,038
Crossing                                                                                 (12)  93.2%  87.2% 100.0% Fee    ShopKo,
                                                                                                                          TJ
                                                                                                                          Maxx,
                                                                                                                          Ross
                                                                                                                          (21)

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

Orem Plaza-     Orem       CC       9,587    18,814    62,420     90,821     85,221     5,600  97.7%  97.5%  88.8% Fee    Savers,
Center Street                                                                                                             Showbiz
                                                                                                                          Pizza

Orem Plaza-     Orem       CC      16,990    19,057    59,055     95,102     27,497    67,605
State Street                                                                             (24) 100.0% 100.0% 100.0% Fee    Rite
                                                                                                                          Aid,
                                                                                                                          Staples

Plaza 9400      Sandy      CC      34,510    55,445   136,745    226,700    226,700        -- 100.0% 100.0% 100.0% Fee    Albertsons
                                                                                                                          Fred
                                                                                                                          Meyer

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

River Pointe    West       CC      18,522    51,181   150,431    220,134     51,181   168,953
Plaza           Jordan                                                                   (25)  96.0%  82.6%  82.6% Fee    Albertsons
                                                                                                                          ShopKo


Riverside       Provo      CC      10,050    21,394   146,394    177,838    174,838     3,000  99.0%  99.0%  91.9% Fee    Macey's,
Plaza                                                                                                                     Rite
                                                                                                                          Aid,
                                                                                                                          MacFrugals

University      Orem       CC       7,884    38,544   153,608    200,036    199,136       900  98.6%  98.6%  92.5% Fee    Burlington
Crossing                                                                                                                  Coat
                                                                                                                          (26),
                                                                                                                          OfficeMax
                                                                                                                          (27),
                                                                                                                          CompUSA,
                                                                                                                          Barnes &
                                                                                                                          Noble
IDAHO
-----
Alameda
Plaza (35)      Pocatello  CC      19,049    27,346   143,946    190,341    190,341        -- 100.0% 100.0% 100.0% Fee    Albertsons


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

Boise Plaza     Boise      CC          --        --   108,464    108,464    108,464        -- 100.0% 100.0%    --  PI
                                                                                                                   (28)   Burlington
                                                                                                                          Coat (26)
                                                                                                                          Albertsons

Boise Towne     Boise      CC       6,043    12,000    91,534    109,577    109,577        -- 100.0% 100.0% 100.0% Fee    Circuit
Plaza                                                                                                                     City,
                                                                                                                          Linens' n
                                                                                                                          Things,
                                                                                                                          Old
                                                                                                                          Navy

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

Yellowstone     Idaho      CC      18,419    36,923   166,733    222,075    220,275     1,800  77.2%  77.0%  35.6% PI(30) Albertsons
Square          Falls                                                                                                     Fred Meyer
                                                                                                                          (31)


</TABLE>
<PAGE> 7
                         Retail Properties (continued)
<TABLE>
<CAPTION>

                                                                                          OCCUPANCY AS OF
                                                                                            12/31/2000
                                                                                     -----------------------

<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(6)ANCHORS
--------------- -------- -------  -------  -------- --------- ---------- ---------- --------- -----  -----  -----  ------ ----------
COMMUNITY
CENTERS
AND FREE-
STANDING
RETAIL
PROPERTIES
(CONTINUED)

OREGON
------
Bailey Hills    Eugene     CC      12,000    11,895   155,000    178,895     11,895   167,000
Plaza                                                                                    (32)  99.2%  87.3%  87.3% Fee    Safeway,
                                                                                                                          ShopKo

Division        Portland   CC       2,589    24,091    67,960     94,640     92,051     2,589  97.3%  97.2%  89.4% Fee    Safeway,
Crossing                                                                                                                  Rite
                                                                                                                          Aid

Halsey Crossing Gresham    CC       7,267    39,342    52,764     99,373     99,373        --  90.9%  90.9%  76.9% GL     Safeway


NEVADA
------
Fremont Plaza   Las Vegas  CC       6,542    19,648    77,348    103,538    103,538        --  98.5%  98.5%  92.3% GL     Smith's
                                                                                                                          Food &
                                                                                                                          Drug,
                                                                                                                          Sav-
                                                                                                                          On
                                                                                                                          Drug

Plaza 800       Sparks     CC       5,985    21,821   148,625    176,431    176,431        -- 100.0% 100.0% 100.0% GL     Albertsons
                                                                                                                          ShopKo

COLORADO
--------
Austin Bluffs   Colorado   CC       9,447    35,859    71,543    116,849     78,902    37,947
Plaza           Springs                                                                  (33)  99.1%  98.7%  97.2% Fee    Albertsons
                                                                                                                          Longs
                                                                                                                          Drugs

ARIZONA
Fry's Shopping  Glendale   CC      8,564    38,781    71,919    119,264    119,264        --  99.2%  99.2%  97.4% Fee    Fry's
Plaza                                                                                                                     Foods,
                                                                                                                          Thrifty
                                                                                                                          Drug

Woodlands       Flagstaff  CC      4,020    43,380   146,898    194,298     91,858   102,440
Village                                                                                   (9) 100.0% 100.0% 100.0% Fee    Bashas',
                                                                                                                          Wal-Mart


CALIFORNIA
----------
Anaheim Plaza   Anaheim    CC      10,000        --    82,170     92,170     92,170        -- 100.0% 100.0%        PI(34) Fullerton
                                  ------- --------- --------- ---------- ---------- --------- ------ -----  -----         Toyota
Subtotal
Coummuity
Centers                           298,255   664,606 2,428,822  3,391,683  2,622,108   769,575  96.3%  95.2%  89.5%
                                  -------  -------- --------- ---------- ---------- --------- -----  -----  -----
Total Retail
Properties                        969,321 4,101,722 8,750,952 13,821,995 10,437,524 3,384,471  95.1%  93.5%  85.9%
                                  ======= ========= ========= ========== ========== ========= =====  =====  =====
</TABLE>




<PAGE> 8
                         Retail Properties (continued)
----------------------
(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)  Ownership  type  definitions  are  as follows: Fee,  Ground  lease-GL  and
     Partnership Interest-PI.
(7)  Secured Property as of December 31, 2000.
(8)  Tenant-owned space at this Property includes Dillard's and Sears.
(9)  Tenant-owned space at this Property includes Wal-Mart.
(10) Tenant-owned space at this Property  includes  JCPenney,  Sears, Dillard's
     and Mervyn's.
(11) The Operating Partnership owns a ground lease on two acres.
(12) Tenant owned space at this Property includes ShopKo.
(13) The  Operating  Partnership  owns two ground leases on 7.3 acres  and  1.2
     acres.
(14) Tenant-owned space at this Property includes Sears and Mervyn's.
(15) Tenant-owned space at this Property includes Sears and The Bon March<e'>
(16) Tenant owned space at this property includes Target and Top Foods.
(17) Tenant-owned space at this Property  includes  JCPenney, Mervyn's, Meier &
     Frank, and Nordstrom.
(18) The  Operating  Partnership owns 2.35 acres in fee  and  also  owns  seven
     ground leases on 1.58 acres.
(19) Tenant-owned space at this Property includes Target.
(20) Wal-Mart is paying  rent  but  not occupying the space.  The lease ends in
     July 2009.
(21) Anchor space is vacant as of December 31, 2000.
(22) Tenant-owned space at this Property  includes  property  owned  by a third
     party which is vacant.
(23) Tenant-owned space at this Property includes Albertsons and Rite-Aid.
(24) Tenant-owned space at this Property includes Rite Aid and Staples.
(25) Tenant-owned space at this Property includes Albertsons and ShopKo.
(26) The  Operating Partnership's lease is with Fred Meyer which subleases  the
     Property space to Burlington Coat.
(27) The Operating  Partnership's  lease is with Fred Meyer which subleases the
     Property space to Burlington Coat.   33.6%  of  the  space  sub-leased  by
     Burlington Coat is further subleased to Office Max.
(28) The   Operating   Partnership's  ownership  interest  represents  a  73.3%
     partnership interest in the current fee holder of the Property.
(29) The Operating Partnership's  lease subleases the Property to several other
     retailers.
(30) The  Operating  Partnership's  ownership   interest   represents  a  83.5%
     partnership interest in the current fee holder of the Property.
(31) Fred Meyer is paying rent but not occupying the space.   The lease ends in
     November 2002.
(32) Tenant-owned space at this Property includes Safeway and ShopKo.
(33) Tenant-owned space at this Property includes Longs Drugs.
(34) The   Operating   Partnership's  ownership  interest  represents   a   50%
     partnership interest in the current ground lease holder  of the  Property.
(35) Carmike Cinemas, a  tenant  at  this  Property,  has filed  for protection
     under the United States Bankruptcy Code ("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.
(36) Carmike Cinemas,  a  tenant  at  this  Property, has filed  for protection
     under the Bankruptcy Code.  The Trustee in  bankruptcy  has  rejected  the
     terms  of  Carmike's lease and the Company is currently in  the process of
     re-leasing the space.

<PAGE> 9

<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           112,963      91.4%         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
                                                                     ------------   --------
                                                                        1,353,666      95.6%
                                                                     ============   ========
</TABLE>
--------------------
(1) Property type  definitions  are  as follows:  Business Park--BP, Commercial
    Property--CP.

SIGNIFICANT PROPERTIES

      Boise Towne Square contributed approximately  9.9%, 9.8% and 10.6% of the
Company's  total  rental  revenue  (i.e.  minimum rents plus  percentage  rents
("Rental  Revenue"))  for the year ended December  31,  2000,  1999  and  1998.
Additionally, NorthTown  Mall  comprised  in excess of 10% of the book value of
Company assets and total Rental Revenue for  the  year ended December 31, 2000.
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.

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

      The Company leases approximately two acres of land which are utilized for
perimeter parking and landscaping  from  Union  Pacific  Railroad  Company on a
year-to-year basis from December 1 to November 30 at a current rental  rate  of
$19,000  per year.  As of December 31, 2000, Boise Towne Square was part of the
collateral  securing  the  Company's collateralized notes due 2001.  On January
22, 2001, in connection with  the  repayment  of  the  Company's collateralized
notes,  the Property was contributed to Boise Mall, LLC,  an  indirect  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  believes that the Property is adequately
insured.  Depreciation and amortization  are  taken utilizing the straight-line
method over a period of 10 to 40 years with a net  book  basis of approximately
$46,964,000, $47,833,000 and $44,720,000 at December 31, 2000,  1999  and 1998,
respectively.   It is the Company's policy to renovate, expand and upgrade  the
Property as warranted by market conditions.

      As of December  31,  2000, 1999 and 1998, Boise Towne Square was 98%, 99%
and 98% leased, respectively, with an average annual rent from shop tenants per
square  foot  of $24.08, $22.77  and  $22.26  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> 10

      Boise Towne Square's leases will expire on the following schedule (1):


<TABLE>
<CAPTION>

                                                                                     PERCENTAGE OF GLA
                                                                   AVERAGE     REPRESENTED BY EXPIRING LEASES
                                                   ANNUALIZED    ANNUALIZED    ------------------------------
<S>                       <C>        <C>           <C>          <C>            <C>            <C>
                                                   BASE RENT    BASE RENT PER   ASSUMING NO    ASSUMING FULL
                           NUMBER    APPRROXIMATE    UNDER      SQ. FT. UNDER   EXERCISE OF    EXERCISE OF
LEASE EXPIRATIONS         OF LEASES      GLA        EXPIRING      EXPIRING       RENEWAL         RENEWAL
YEAR ENDING DECEMBER 31,  EXPIRING   SQUARE FEET     LEASES        LEASES        OPTIONS         OPTIONS
------------------------  ---------  ------------  -----------  -------------  ------------    --------------
2001                         10            22,000  $   412,189  $       18.74       3.73%           3.42%
2002                         11            18,939      312,897          16.52       3.21%           2.10%
2003                         17            27,541      655,351          23.80       4.67%           4.39%
2004                         12            36,651      673,634          18.38       6.22%           3.32%
2005                          9            17,510      359,870          20.55       2.97%           2.36%
2006                          7            19,614      370,798          18.90       3.33%           2.31%
2007                          4             9,249      227,900          24.64       1.57%           1.57%
2008                         23           219,324    2,189,631           9.98      37.22%           6.39%
2009                         27            73,650    1,700,241          23.09      12.50%           9.51%
2010 and thereafter          29            76,119    2,159,513          28.37      12.92%          11.99%
                          ---------  ------------                              ------------    --------------
Total                       149           520,597                                  88.34%          47.36%
                          =========  ============                              ============    ==============

</TABLE>
-------------------
(1) Excludes tenants paying percentage rents in lieu of minimum rents.

<PAGE> 11

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, 2000, 1999 and 1998, the mall was 95%, 94% and 91%
leased, respectively,  with an average annual rent from shop tenants per square
foot of $29.33 and $29.47  for  the  years  ended  December  31, 2000 and 1999,
respectively.  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, 2000,  1999  and  1998  on  the  first  mortgage  was $82,540,000,
$83,382,000  and $84,277,000, respectively.  Depreciation and amortization  are
taken utilizing the straight-line method over a period of 10 to 40 years with a
net book basis of approximately $143,525,000, $135,183,000 and $126,126,000, at
December 31, 2000, 1999 and 1998, respectively.

      NorthTown Mall's leases will expire on the following schedule (1):
<TABLE>
<CAPTION>
                                                                                 PERCENTAGE OF GLA
                                                                   AVERAGE     REPRESENTED BY EXPIRING LEASES
                                                   ANNUALIZED    ANNUALIZED    ------------------------------
<S>                       <C>        <C>           <C>          <C>            <C>            <C>
                                                   BASE RENT    BASE RENT PER   ASSUMING NO    ASSUMING FULL
                           NUMBER    APPRROXIMATE    UNDER      SQ. FT. UNDER   EXERCISE OF    EXERCISE OF
LEASE EXPIRATIONS         OF LEASES      GLA        EXPIRING      EXPIRING       RENEWAL         RENEWAL
YEAR ENDING DECEMBER 31,  EXPIRING   SQUARE FEET     LEASES        LEASES        OPTIONS         OPTIONS
------------------------  ---------  ------------  -----------  -------------  ------------    --------------
2001                          21           26,989  $   842,207  $       31.21      3.80%           3.80%
2002                          24           74,921    1,285,433          17.16     10.54%          10.23%
2003                          15           20,228      594,166          29.37      2.84%           2.84%
2004                          15           32,046      781,784          24.40      4.51%           4.51%
2005                          13           26,455      792,137          29.94      3.72%           3.72%
2006                           9           16,105      498,841          30.97      2.26%           2.26%
2007                          11           28,246      825,772          29.24      3.97%           3.97%
2008                           3            8,357      172,300          20.62      1.18%           1.18%
2009                          13           50,271    1,111,040          22.10      7.07%           6.41%
2010 and thereafter           23          398,214    3,480,963           8.74     56.00%           6.55%
                          ---------  ------------                              ------------   ---------------
Total                        147          681,832                                 95.89%          45.47%
                          =========  ============                              ============   ===============

</TABLE>
------------------
(1) Excludes tenants paying percentage rents in lieu of minimum rents.

<PAGE> 12

THE OPERATING PARTNERSHIPS'S LARGEST TENANTS

      Large stores  (over  20,000  square  feet per store) occupy 65.02% 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'>,  ZCMI,
Wal-Mart, Mervyn's, Gottschalk's, Meier & Frank,  The Emporium, Regal  Cinemas,
Cinemark  Theaters,  ShopKo,  Nordstrom,  Target,  Albertsons,  Fred  Meyer and
Burlington  Coat.  No tenant represented more than 3.97% of the Company's total
Rental Revenues for the year ended December 31, 2000.

      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'>, ZCMI,  Mervyn's,  Gottschalk's, Wal-Mart, Meier & Frank, The
Emporium,  Regal Cinemas, Cinemark Theaters,  ShopKo,   Nordstrom  and  Target.
Anchors in the  regional malls occupy 60.6% of Total GLA of the regional malls.
The following table  summarizes  the  Total GLA owned and leased as of December
31, 2000 by these anchors:

<TABLE>
<CAPTION>
<S>                     <C>         <C>           <C>            <C>           <C>          <C>
                                                                                             COMPANY-
                                                                                              OWNED
                        NUMBER OF    COMPANY-                      ANCHOR       PERCENT     ANCHOR RENTS
                         ANCHOR       OWNED       ANCHOR-OWNED    TOTAL GLA      TOTAL        AS % OF
          ANCHOR         STORES     SQUARE FEET    SQUARE FEET   SQUARE FEET      GLA       REVENUE (1)
----------------------  ---------   -----------   ------------   -----------   ----------   ------------
JCPenney                    17        1,205,146        243,591     1,448,737      9.55%         3.97%
Sears                       13          546,847        611,001     1,157,848      7.63%         1.69%
Dillard's                    5          168,182        493,863       662,045      4.36%            *
The Bon March<e'>            7          499,927        120,420       620,347      4.09%         2.17%
ZCMI                         5          562,754             --       562,754      3.71%         1.51%
Mervyn's                     3               --        241,560       241,560      1.59%           --
Gottschalk's                 3          230,953             --       230,953      1.52%         1.17%
Wal-Mart                     2           86,944        114,271       201,215      1.33%            *
Meier & Frank                1               --        183,500       183,500      1.21%           --
The Emporium                 3          153,003             --       153,003      1.01%            *
Regal Cinemas                3          135,245             --       135,245       *               *
Cinemark Theaters            2          113,128             --       113,128       *            1.40%
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> 13
    Anchor tenants occupying the greatest  amount of Total GLA in the Company's
community centers are ShopKo, Albertsons, Fred  Meyer,  Safeway, Wal-Mart, Rite
Aid,  Burlington  Coat  and Macey's.  Anchors in the community  centers  occupy
approximately 71.6% of Total GLA of the community centers.  The following table
summarizes the Total GLA  owned  and  leased  as  of December 31, 2000 by these
anchors:

<TABLE>
<CAPTION>
<S>                     <C>         <C>           <C>            <C>           <C>          <C>
                                                                                             COMPANY-
                                                                                              OWNED
                        NUMBER OF     COMPANY-                     ANCHOR       PERCENT     ANCHOR RENTS
                         ANCHOR        OWNED      ANCHOR-OWNED    TOTAL GLA      TOTAL        AS % OF
          ANCHOR         STORES     SQUARE FEET    SQUARE FEET   SQUARE FEET      GLA       REVENUE (1)
----------------------  ---------   -----------   ------------   -----------   ----------   ------------
ShopKo                      4          198,300         202,840       401,140      2.64%          *
Albertsons                  9          310,505          41,256       351,761      2.32%          *
Fred Meyer                  2          309,944              --       309,944      2.04%          *
Burlington Coat (2)         2          174,248              --       174,248      1.10%          *
Rite Aid                    4           60,523          52,080       112,603       *             *
Safeway                     2           52,764          53,000       105,764       *             *
Wal-Mart                    1               --         102,440       102,440       *            --
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:  Venator  Group (Footlocker, Lady Footlocker, Kids Footlocker,
Northern Reflections, Afterthoughts,  Champs  and  San  Francisco  Music  Box),
Limited Group (Lane Bryant, Lerner, Limited Express, Victoria's Secret, Limited
Too,  Bath & Body Works, Structure and Ambercrombie & 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,  Maurices,  Famous
Footwear, Pearle Vision, Radio Shack, Kay-Bee Toys, Claire's Boutique, Schubach
Jewelers, Helzberg,  Ben Bridge, Camelot Music, Musicland (Sam Goody, Musicland
and Sun Coast Pictures),  Sole  Outdoors, Finish Line, Foot Action, Ann Taylor,
Natural Wonders, Hallmark, American  Greetings,  Wet  Seal,  Contempo  Casuals,
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, Ross, Linens & Things
and TJ Maxx.

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, 2000, 1999 and 1998,  such  percentage
and   overage   rents   accounted  for  approximately  4.1%,  4.8%,  and  5.4%,
respectively, of total Rental  Revenue from the Properties owned by the Company
during such periods.

<PAGE> 14

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

<TABLE>
<CAPTION>
                                                            YEARS ENDED DECEMBER 31,
                                     ------------------------------------------------------------------------
           PROPERTY TYPE                 2000           1999            1998           1997          1996
----------------------------------   -------------  -------------  -------------  -------------  ------------
<S>                                  <C>            <C>            <C>            <C>            <C>
                                                                (Dollars in thousands)
Regional Malls                       $      85,653  $      79,218  $      62,673  $      44,005  $     36,286
Community Centers and
 Free-Standing Retail Properties            15,776         16,999         14,718         13,192        13,591
Commercial Properties                        6,648          6,518          6,548          6,323         6,631
                                     -------------  -------------  -------------  -------------  ------------
Total                                $     108,077  $     102,735  $      83,939  $      63,520  $     56,508
                                     =============  =============  =============  =============  ============
</TABLE>

VACANT SPACE

     Approximately 742,950 square  feet, or 4.9%, of Total GLA was vacant as of
December 31, 2000.  Of this vacant space, approximately 556,943 square feet was
in the regional mall portfolio (8.9%  of  which  was  anchor space and 91.1% of
which  was mall shop space), 126,457 square feet was in  the  community  center
portfolio and 59,550 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, 2000, over the ten-year
period  commencing January 1, 2001 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, 2000.


<PAGE> 15

<TABLE>
<CAPTION>
                                 REGIONAL MALLS
                              Lease Expirations for
                    Retail Store Leases (over 20,000 square feet)
<S>                           <C>         <C>            <C>          <C>
                                                                         AVERAGE
                                                         ANNUALIZED   ANNUALIZED BASE
                                                            BASE      RENT PER SQUARE
       LEASE EXPIRATION       NUMBER OF   APPROXIMATE    RENT UNDER     FOOT UNDER
         YEAR ENDING           LEASES       GLA IN        EXPIRING       EXPIRING
         DECEMBER 31,         EXPIRING    SQUARE FEET      LEASES        LEASES (1)
----------------------------  ----------  -------------  -----------  ---------------
2001                              4             212,118  $   616,346  $     2.91
2002                              3             157,375      480,984        3.06
2003                              3             106,613      330,302        3.10
2004                              5             365,284      878,209        2.40
2005                              1              33,421      111,605        3.34
2006                              2             147,560      440,236        2.98
2007                              1              50,061      222,992        4.45
2008                              4             385,466    1,661,205        4.31
2009                              6             393,251    1,783,106        4.53
2010 and thereafter              23           1,867,688   10,058,271        5.39
                              ----------  -------------  -----------  ---------------
Total                            52           3,718,837
                              ==========  =============
</TABLE>

<TABLE>
<CAPTION>
                                        REGIONAL MALLS
                                    Lease Expirations for
                      Retail Store Leases (20,000 square feet or less)
<S>                           <C>         <C>            <C>          <C>
                                                                         AVERAGE
                                                         ANNUALIZED   ANNUALIZED BASE
                                                            BASE      RENT PER SQUARE
       LEASE EXPIRATION       NUMBER OF   APPROXIMATE    RENT UNDER     FOOT UNDER
         YEAR ENDING           LEASES       GLA IN        EXPIRING       EXPIRING
         DECEMBER 31,         EXPIRING    SQUARE FEET      LEASES        LEASES (1)
----------------------------  ----------  -------------  -----------  ---------------
2001                              137           218,978  $ 3,856,974  $    17.61
2002                              154           317,697    5,336,068       16.80
2003                              123           223,943    4,146,717       18.52
2004                              122           286,993    5,143,311       17.92
2005                               88           198,213    4,331,116       21.85
2006                               75           204,731    3,846,943       18.79
2007                               91           215,133    5,081,969       23.62
2008                              120           321,875    6,555,015       20.37
2009                              113           356,050    7,157,907       20.10
2010 and thereafter               166           558,988   10,188,955       18.23
                              ----------  -------------
Total                           1,189         2,902,601
                              ==========  =============
</TABLE>
------------------
   (1)  Excludes tenants paying percentage rents in lieu of minimum rents.

<PAGE> 16

                          RETAIL PROPERTIES (CONTINUED)

<TABLE>
<CAPTION>
                                    COMMUNITY CENTERS
                                  Lease Expirations for
                       Retail Store Leases (over 20,000 square feet)
<S>                           <C>         <C>            <C>          <C>
                                                                         AVERAGE
                                                         ANNUALIZED   ANNUALIZED BASE
                                                            BASE      RENT PER SQUARE
       LEASE EXPIRATION       NUMBER OF   APPROXIMATE    RENT UNDER     FOOT UNDER
         YEAR ENDING           LEASES       GLA IN        EXPIRING       EXPIRING
         DECEMBER 31,         EXPIRING    SQUARE FEET      LEASES        LEASES (1)
----------------------------  ----------  -------------  -----------  ---------------
2001                              1              53,879  $   253,870  $     4.71
2002                              2             133,861      343,645        2.57
2003                              6             246,867      751,486        3.04
2004                              2             129,525      329,099        2.54
2005                              3             118,003      420,923        3.57
2006                              4             307,061      617,601        2.01
2007                              2              90,960      120,000        1.32
2008                              1              41,612      139,761        3.36
2009                              3             132,422      783,432        5.92
2010 and thereafter              13             446,652    3,689,963        8.26
                              ----------  -------------
Total                            37           1,700,842
                              ==========  =============
</TABLE>

<TABLE>
<CAPTION>
                                    COMMUNITY CENTERS
                                  Lease Expirations for
                    Retail Store Leases (20,000 square feet or less)
<S>                           <C>         <C>            <C>          <C>
                                                                         AVERAGE
                                                         ANNUALIZED   ANNUALIZED BASE
                                                            BASE      RENT PER SQUARE
       LEASE EXPIRATION       NUMBER OF   APPROXIMATE    RENT UNDER     FOOT UNDER
         YEAR ENDING           LEASES       GLA IN        EXPIRING       EXPIRING
         DECEMBER 31,         EXPIRING    SQUARE FEET      LEASES        LEASES (1)
----------------------------  ----------  -------------  -----------  ---------------
2001                              53            125,015  $ 1,267,794  $    10.14
2002                              36             95,036      943,530        9.93
2003                              42            120,391    1,408,867       11.70
2004                              36            103,262    1,339,201       12.97
2005                              28             77,917    1,042,308       13.38
2006                              10             40,139      499,745       12.45
2007                               2              4,758       51,895       10.91
2008                               3              7,352      127,727       17.37
2009                               3             10,633      175,435       16.50
2010 and thereafter                9             70,583    1,068,579       15.14
                              ----------  -------------
Total                            222            655,086
                              ==========  =============
</TABLE>
------------------
   (1)  Excludes tenants paying percentage rents in lieu of minimum rents.

<PAGE> 17

<TABLE>
<CAPTION>
                                Lease Expirations for
                                Commercial Properties
<S>                           <C>         <C>            <C>          <C>
                                                                         AVERAGE
                                                         ANNUALIZED   ANNUALIZED BASE
                                                            BASE      RENT PER SQUARE
       LEASE EXPIRATION       NUMBER OF   APPROXIMATE    RENT UNDER     FOOT UNDER
         YEAR ENDING           LEASES       GLA IN        EXPIRING       EXPIRING
         DECEMBER 31,         EXPIRING    SQUARE FEET      LEASES        LEASES (1)
----------------------------  ----------  -------------  -----------  ---------------
2001                              10            177,097  $   794,569  $    4.49
2002                              11            225,122    1,399,614       6.22
2003                               8            183,075    1,067,712       5.83
2004                              11            225,229    1,285,142       5.71
2005                               4            261,252    1,290,139       4.94
2006                              --                 --           --         --
2007                              --                 --           --         --
2008                              --                 --           --         --
2009                               1            104,467      528,987       5.06
2010 and thereafter                1             10,696       52,920       4.95
                              ----------  -------------
Total                             46          1,186,938
                              ==========  =============
</TABLE>
---------------------
(1)  Excludes tenants paying percentage rents in lieu of minimum rents.

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

OPERATIONS AND MANAGEMENT

      The  Company  performs  all  property  management  functions  for   the
Properties.   At  December  31, 2000, the Company had 305 full-time employees
devoted exclusively to property  management.   Each of the regional malls has
on-site management and maintenance personnel as  well as a marketing staff to
assist the mall tenants in promoting and advertising their products.  Overall
supervision of mall operations, headed by a Director  of  Enclosed  Malls, is
conducted in a centralized fashion in order to take advantage of economies of
scale and to deliver a uniform presentation of all management functions.  The
Company's  internal  property  management  information  system enables it  to
quickly  determine  tenant status, tenant gross sales, insurance,  and  other
critical information  in  order to effectively manage the affairs of its real
property portfolio.  The data collected regarding percentage sales allows the
Company to predict sales, to retain tenants and enhance mall stability.

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

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

<PAGE> 18

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 25 full-time
employees at December 31, 2000, 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.

      During 2000, the Operating Partnership developed  an  addition to Grand
Teton  Mall,  a  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 101 acres of vacant land
suitable for additional retail expansion  projects.  Likewise, the Properties
include  additional  improved  land ready for  development  of  approximately
242,000 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  five  commercial  buildings  located  in Albuquerque, New Mexico,  Creve
Coeur, Missouri, 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.


EMPLOYEES

      The Company had  approximately  370 full-time employees and approximately
160  part-time  employees  at December 31,  2000.   The  Company  believes  its
relationship with its employees  is very good.  None of the Company's employees
are unionized.

<PAGE> 19

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, 2000, 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 7,  2001,  there were  60  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 12/31/99
First Quarter                                          $      0.465
Second Quarter                                                0.465
Third Quarter                                                 0.465
Fourth Quarter                                                0.480

YEAR ENDED 12/31/00
First Quarter                                          $      0.480
Second Quarter                                                0.480
Third Quarter                                                 0.480
Fourth Quarter                                                0.495
</TABLE>

      During  2000  and  1999,  the  Operating  Partnership  recorded   regular
quarterly   distributions   to  common  unitholders  totaling  $38,343,000  and
$39,615,000, respectively, or  $1.935  and  $1.875  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,  2000,
distributions for the Series A, Series  B  and  Series  C  Preferred Units were
$1,116,000, $8,502,000 and $467,000, respectively.  For the  year  ending 1999,
distributions  for the Series A and Series B Preferred Units were $768,000  and
$3,661, respectively.

<PAGE> 20

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, 2000, 1999, 1998, 1997
and 1996.  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."
<TABLE>
<CAPTION>
                                     SELECTED FINANCIAL DATA
                         (Dollars in thousands except per share amounts)
<S>                                 <C>         <C>         <C>         <C>         <C>

                                       2000        1999        1998        1997       1996
                                    ----------  ----------  ----------  ----------  ---------
Revenues                            $  142,201  $  133,565  $  109,069  $   82,973  $  72,949
                                    ----------  ----------  ----------  ----------  ---------
Expenses
Operating Expenses before Interest,
 Depreciation and Amortization          45,316      43,620      36,088      27,434     24,405
Interest                                31,380      27,769      20,501       9,066      7,776
Depreciation and Amortization           28,936      25,798      19,543      13,410     11,979
                                    ----------  ----------  ----------  ----------  ---------
 Total                                 105,632      97,187      76,132      49,910     44,160
                                    ----------  ----------  ----------  ----------  ---------
                                        36,569      36,378      32,937      33,063     28,789
Minority Interest in Loss (Income)
 of Consolidated Partnerships              440        (482)       (421)       (394)      (389)
 Gain on Sales of Real Estate            2,002          --       1,096         339         94
                                    ----------  ----------  ----------  ----------  ---------
Income Before Extraordinary Item        39,011      35,896      33,612      33,008     28,494
Extraordinary Item - Loss on
Early Extinguishment of Debt               (98)       (985)         --        (162)        --
                                    ----------  ----------  ----------  ----------  ---------
 Net Income                             38,913      34,911      33,612      32,846     28,494
Preferred Unit Distribution            (10,085)     (4,429)         --          --         --
                                    ----------  ----------  ----------  ----------  ---------
Net Income Available to
Common Unitholders                  $   28,828  $   30,482  $   33,612  $   32,846  $  28,494
                                    ==========  ==========  ==========  ==========  =========
Basic Earnings Per OP Unit(1):
 Income Before Extraordinary Item   $     1.45  $     1.48  $     1.58  $     1.57  $    1.45
Extraordinary Item                          --       (0.04)         --       (0.01)        --
                                    ----------  ----------  ----------  ----------  ---------
 Net Income                         $     1.45  $     1.44  $     1.58  $     1.56  $    1.45
                                    ==========  ==========  ==========  ==========  =========
Diluted Earnings Per OP Unit (1):
 Income Before Extraordinary Item   $     1.45  $     1.48  $     1.57  $     1.55  $    1.44
  Extraordinary Item                        --       (0.05)         --       (0.01)        --
                                    ----------  ----------  ----------  ----------  ---------
 Net Income                         $     1.45  $     1.43  $     1.57  $     1.54  $    1.44
                                    ==========  ==========  ==========  ==========  =========
Distributions per OP Unit           $    1.935  $    1.875  $    1.815  $    1.755  $   1.695
                                    ==========  ==========  ==========  ==========  =========
</TABLE>

<PAGE> 21
ITEM 6.     SELECTED FINANCIAL DATA (CONTINUED)

<TABLE>
<CAPTION>
                                       2000        1999        1998        1997       1996
                                    ----------  ----------  ----------  ----------  ---------
<S>                                 <C>         <C>         <C>         <C>         <C>
BALANCE SHEET DATA
Real Estate, before
Accumulated Depreciation            $  906,281  $  876,388  $  815,756  $  619,371  $ 453,241
Total Assets                           785,831     776,226     733,155     545,684    381,360
Borrowings                             464,462     438,241     472,990     283,390    162,375
Partners' Capital
  General Partner                      164,578     182,951     204,384     207,581    172,286
  Preferred Limited Partner            112,327     104,571          --          --         --
  Common Limited Partner                28,697      30,471      32,537      33,426     32,380
OTHER DATA
Funds From Operations (2)               53,227      54,858      50,397      45,028     39,195
Net Operating Income (3)                96,885      89,945      72,981      55,539     48,544

</TABLE>
<TABLE>
<CAPTION>
                                          NUMBER OF PROPERTIES/TOTAL GLA AT DECEMBER 31,
<S>                                        <C>        <C>        <C>        <C>        <C>
                                             2000       1999        1998         1997        1996
                                          ----------  ----------  ----------  ----------  ----------
Number of Properties at Year-End                  50          51          50          48          44
                                          ==========  ==========  ==========  ==========  ==========
Total GLA in Square Feet at Year-End
Malls                                     10,430,000  10,291,000   9,810,000   7,745,000   5,553,000
Community Centers and Free-Standing
Retail Properties                          3,392,000   3,367,000   3,191,000   3,164,000   3,091,000
Commercial Properties                      1,354,000   1,354,000   1,354,000   1,418,000   1,418,000
                                          ----------  ----------  ----------  ----------  ----------
Total                                     15,176,000  15,012,000  14,355,000  12,327,000  10,062,000
                                          ==========  ==========  ==========  ==========  ==========

</TABLE>
------------------
(1)    Basic Earnings Per OP Unit  based on  19,934,000, 21,238,000, 21,298,000,
       21,119,000 and 19,668,000 weighted average number of OP Units outstanding
       for  the  years ended  December  31, 2000,  1999,  1998,  1997 and  1996,
       respectively.  Diluted   Earnings  Per  OP  Unit   based  on  19,935,000,
       21,267,000,  21,401,000,  21,285,000  and  19,753,000  weighted   diluted
       average number of OP Units outstanding for years ended December 31, 2000,
       1999, 1998, 1997 and 1996, 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
       Assocition  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> 22

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 held an 81.7%
controlling general and limited partner interest in, the Operating  Partnership
as  of  December 31, 2000.  The Company's general partnership interest  of  the
Operating  Partnership  was  calculated  using the outstanding common units and
excludes the preferred units.  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: an expansion on NorthTown Mall in September  2000;  the  opening  of
Cinemark Theater at Provo Towne Centre on November 11, 1999; the opening of the
Mall at Sierra Vista on October 20, 1999; the expansion at Boise Towne Plaza in
1999;  the  opening  of  Provo  Towne  Centre  on  October  28,  19998; and the
acquisition  of  NorthTown Mall on August 6, 1998.  The Operating Partnership's
acquisition and development  activities  added a combined 2,712,000 square feet
of Total GLA to the retail portfolio during 2000, 1999 and 1998.

RESULTS OF OPERATIONS

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

      For  the  year ended December 31, 2000, income before extraordinary  item
and minority interest  of  unitholders  in  the Operating Partnership increased
$3,114,000  or  9%  when compared to the year ended  December  31,  1999.   The
improvement in operations  was primarily attributable to the following factors:
an increase in minimum rents  of  $5,769,000;  an  increase  in recoveries from
tenants of $1,613,000; an increase in other revenue of $1,586,000;  a  decrease
in general and administrative expense of $417,000.  These increases were offset
by  a  decrease  in  percentage  and  overage rents of $427,000; an increase in
operating  expenses  and real estate taxes  and  insurance  of  $2,113,000;  an
increase in interest expense of $3,611,000; and an increase in depreciation and
amortization of $3,138,000.

      For the year ended  December  31,  2000,  funds from operations decreased
$1,631,000 or 3% as compared to 1999, primarily as  a  result  of  the one time
non-cash  transaction in 1999 which added $978,000 to FFO in 1999 and  interest
costs associated with the stock repurchase discussed herein.

      Total  revenues for the year ended December 31, 2000 increased $8,636,000
or 6% to $142,201,000  as  compared  to $133,565,000 in 1999.  This increase is
primarily attributable to a $5,769,000  or  6%  increase  in  minimum  rents to
$103,598,000   compared  to  $97,829,000  in  1999.   Recoveries  from  tenants
increased  $1,613,000  or 5% to $31,084,000 as compared to $29,471,000 in 1999.
This was offset by percentage  and  overage rents that decreased $427,000 or 9%
to $4,479,000, as compared to $4,906,000  in 1999. Recoveries from tenants as a
percentage  of  operating  expenses  were  79%  and   80%  in  2000  and  1999,
respectively.

      The October 20, 1999 opening of the Mall at Sierra  Vista,  the  November
11,  1999  opening of the Cinemark Theater at Provo Towne Centre, the September
2000 completion  of  the expansion of NorthTown Mall and the expansion of Boise
Towne Plaza contributed $3,333,000 to the minimum rent increase and $716,000 to
recoveries from tenants.   Straight-line  rents  contributed $416,000 and lease
terminations from tenant settlements contributed $1,410,000  to the increase in
minimum  rents.   The  remaining  growth  in  minimum rents was the  result  of
internal  growth,  offset by $1,957,000 from a one-time,  non-cash  transaction
recorded in 1999.

      Other revenues increased $1,586,000 to $2,308,000 as compared to $722,000
in 1999.  This increase  is  due  to re-development agency sums for the current
period plus the final settlement in 2000 of such sums related to 1999.

      Revenues recognized from straight-line  rents  were $1,689,000 in 2000 as
compared to $1,273,000 in 1999.

<PAGE> 23

      Property operating expenses, including operating and maintenance expense,
and  real estate taxes and insurance expense increased  $1,582,000  or  7%  and
$531,000  or 4%, respectively, for the year ended December 31, 2000 as compared
to 1999.  These  increases  were  partially  attributable to the opening of the
Mall  at  Sierra  Vista  and  Cinemark Theatre at Provo  Towne  Centre.   These
Properties  contributed $763,000  to  operating  and  maintenance  expense  and
$608,000 to taxes and insurance.

      General   and   administrative  expenses  decreased  $417,000  or  6%  to
$6,201,000  in  2000 as compared  to  $6,618,000  in  1999.   The  decrease  is
primarily related  to  decreased  insurance  expense  related  to the Company's
health insurance plan and decreases in personnel incentive plan  costs  for the
year.

      Interest  expense  increased $3,611,000 or 13% to $31,380,000 in 2000  as
compared to $27,769,000 in  1999.   This increase resulted from 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  as   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 reduction of net income for the
years ended December 31, 2000 and 1999 associated  with  the  issuances  of the
preferred units was $10,085,000 and $4,429,000, respectively.

      Depreciation  and  amortization  expense  increased  $3,138,000 or 12% to
$28,936,000 as compared to $25,798,000 in 1999.  This increase  is attributable
to  higher  depreciation  expense  from  newly  developed  GLA  together   with
$1,469,000  and  $1,218,000 from the reduction in asset lives on certain tenant
improvements in 2000 and 1999, respectively.

      Net income was  positively  impacted  by  the  increase  of  $921,000  in
minority  interest due to the allocation of losses to the minority interests in
certain consolidated partnerships during 2000 while income was allocated during
1999.

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

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

      For the year ended December  31,  1999,  income before extraordinary item
and  minority  interest of unitholders in the Operating  Partnership  increased
$2,273,000 or 7%  when  compared  to  the  year  ended  December 31, 1998.  The
improvement in operations was primarily attributable to the  following factors:
an  increase  in  minimum  rents of $18,381,000; an increase in percentage  and
overage rents of $415,000; and  an  increase  in  recoveries  from  tenants  of
$5,693,000.   These  increases were offset by an increase in operating expenses
of $7,320,000, an increase  in  general and administrative expense of $212,000,
an increase in interest expense of  $7,268,000  and an increase in depreciation
and amortization of $6,255,000.

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

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

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

<PAGE> 24
      Revenues  recognized  from straight-line rents were $1,273,000 in 1999 as
compared to $931,000 in 1998.

      Property operating expenses, including operating and maintenance expense,
and real estate taxes and insurance  expense  increased  $4,819,000  or 27% and
$2,501,000  or  21%,  respectively,  for  the  year ended December 31, 1999  as
compared to 1998.  These increases were attributable  mainly  to the opening of
the  Mall  at Sierra Vista, the acquisition of NorthTown Mall, the  opening  of
Provo Towne  Centre  and the expansion of Boise Towne Square.  These Properties
contributed $3,708,000  to  operating and maintenance expense and $1,565,000 to
taxes and insurance.

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

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

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

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 Internal  Revenue  Code  of  1986,  as amended (the "Code"), the
Company is required to distribute to its stockholders at least 95% of its "Real
Estate Investment Trust Taxable Income" as defined in the Code.  As a result of
changes to the code, the requirement that the Company  distribute  95%  of  its
"Real Estate Investment Trust Taxable Income" has been amended to 90% beginning
January  2001.  The Company declared quarterly dividends aggregating $1.935 per
share in 2000.  Approximately 29% of the Company's 2000 dividends represented a
return of capital.  Future dividends will be determined based on actual results
of operations and cash available for distribution.

      The  Company's  principal  source  of  liquidity  is  the  cash flow from
operations  generated  from  its  real estate investments.  As of December  31,
2000, the Company's cash and restricted  cash  amounted  to  approximately $6.5
million.   In addition to its cash and restricted cash, unused  capacity  under
the 2000 Credit Facility totaled $69.5 million at year end.

      The Company  generally  intends to distribute approximately 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 undistributed
funds from operations, cash balances and advances under the 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   undistributed  funds  from
operations  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 tenant leases as
existing  leases  expire  and  (ii)  capital expenditures  which  will  not  be
reimbursed  by tenants.  During 2000, the  Company  had  capital  expenditures,
totaling approximately $41.4 million.  This amount consists of $30.2 million in
revenue  enhancing  construction  and  development,  $6.7  million  in  revenue
enhancing  tenant  allowances,  $2.6  million,  in non-revenue enhancing tenant
allowances   and   $1.0   million  in  other  non-revenue   enhancing   capital
expenditures.  The Company also paid $917,000 in leasing commissions to outside
parties.   Of  this  amount, $376,000  was  considered  revenue  enhancing  and
$541,000 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 2001 to be approximately $12.5 million.

<PAGE> 25
      The  Company's principal long-term liquidity  requirements  will  be  the
repayment of  principal  on its outstanding secured and unsecured indebtedness.
At  December  31,  2000,  the  Company's  total  outstanding  indebtedness  was
approximately $464.5  million.   Such  indebtedness  included:  (i)  the  $61.2
million  6.37%  collateralized  notes due 2001 which were repaid on January 22,
2001 (See Note 19 on page F-19);  (ii) the Provo Towne Centre construction loan
of approximately $43.8 million which  is due  in  July 2001 and the Company is
evaluating the  most effective  means of financing and will retain debt on this
Property; (iii) the Spokane Valley Mall construction loan of $41.6 million which
is due in August 2001 and the Company is evaluating the most effective means of
financing and will retain debt on this Property; (iv) an outstanding balance of
$130.5  million on  the  2000  Credit Facility maturing  in July  2003; (v) the
$100 million  senior  notes principal payable at $25  million a  year beginning
in  March 2005; and (vi) the  $82.5 million,  6.68% first mortgage on NorthTown
Mall,  which  requires  a  balloon payment  of approximately  $73.0  million in
September 2008.

      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  funds  from  operations 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
Preferred  Units  in  a  private  placement.   Each  Series  A  Preferred  Unit
represents  a limited partner interest with a liquidation value of  twenty-five
dollars  per  unit.   The  Operating  Partnership  used  the  net  proceeds  of
approximately $12.3 million for the partial repayment of borrowings outstanding
under the 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 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 Preferred Units
in a private placement.   Each  Series  C  Preferred  Unit represents a unit of
limited  partner interest 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.

      On September 2, 1997, the Company and the Operating Partnership  filed  a
shelf  registration  statement  on  Form  S-3  with the Securities and Exchange
Commission  for  the  purpose  of registering common  stock,  preferred  stock,
depositary shares, common stock warrants, debt securities and guarantees.  This
registration statement, when combined  with the Company's unused portion of its
previous shelf registration, allowed for  up to an aggregate of $400 million of
securities  to be offered by the Company and  the  Operating  Partnership.   On
March 11, 1998,  the  Operating  Partnership under this registration statement,
issued $100 million of ten-year senior  unsecured notes bearing annual interest
at a rate of 7.29%.  The Operating Partnership  had  entered  into  an interest
rate  protection agreement in anticipation of issuing these notes and  received
$270,000 as a result of terminating this agreement making the effective rate of
interest  on  these notes at 7.24%.  Interest payments are due semi annually on
March 11 and September  11 of each year.  Principal payments of $25 million are
due annually beginning March  2005.   The proceeds were used to partially repay
outstanding borrowings under the Prior  Credit Facility.  At December 31, 2000,
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,  and from selective asset sales.  The Company's ratio  of  debt-to-
total market capitalization was approximately 52% as of December 31, 2000.

      The Company  believes  that  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

<PAGE> 26

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>
                                                                  2000            1999
                                                             -------------   -------------
                                                                 (DOLLARS IN THOUSANDS)
Income Before Minority Interest, Gain on Sales
 of Real Estate and Extraordinary Item                       $      36,569   $      36,378
 Add:  Depreciation of Buildings & Improvements                     26,371          23,395
 Add:  Amortization of Deferred Leasing Costs                          749             632
 Add:  Minority Interest in Loss (Income) of Consolidated
        Partnerships                                                   572            (349)
 Less: Minority Interest of the Operating Partnership
        Preferred Unitholders                                      (10,085)         (4,429)
 Less: Minority Interest in Depreciation                              (949)           (769)
                                                             -------------   -------------
 Funds From Operations                                       $      53,227   $      54,858
                                                             =============   =============
</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.

OTHER MATTERS

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

      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 changes the
timing  of  when the Company recognizes  percentage  and  overage  rents  on  a
quarterly basis,  but  does  not have a material impact on the Company's annual
financial statements.

      In June 1997, the Financial  Accounting  Standards  Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133,  "Accounting  for
Derivative  Instruments  and  Hedging  Activities".   SFAS  No. 133 establishes
accounting  and  reporting  standards  for  derivative  instruments,  including
certain  derivative instruments embedded in other contracts,  and  for  hedging
activities.   It  requires  that  an entity recognize all derivatives as either
assets or liabilities in the statement  of financial position and measure those
instruments at fair value.  This statement  will  be  effective for the Company
beginning January 1,

<PAGE> 27

2001.  The Company did not hold any derivative instruments at December 31, 2000,
and  as  such,  the  Company  does  not  expect  this pronouncement  to have  a
significant  impact  on  the  Company's  financial statements.

     The statements contained in this Annual Report of Form 10-K/A that are not
purely historical fact  are  forward  looking  statements within the meaning of
Section 27A of the Securities Act of 1933, as amended,  and  Section 21E of the
Securities Exchange Act of 1934, as amended, 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,  cost  of  capital
and capital  requirements,  availability of real estate properties, competition
from other companies and venues for the sale/distribution of goods and services,
shifts in customer demands, tenant bankruptcies, governmental and public policy
changes and the continued  availability  of financing in the amounts and on the
terms necessary to support the future business  of  the  Company.  Readers  are
cautioned  that the Company's actual results could differ materially from those
set forth in such forward-looking statements.


ITEM 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, 2000, the Company had approximately $248,570,000 in outstanding
fixed  rate  debt,  consisting  of  $100,000,000  unsecured  senior  notes  and
$148,570,000  in mortgages and notes secured by real estate.  The various fixed
rate  debt  instruments  mature  starting in the year 2001 through  2095.   The
weighted average rate of interest on the fixed rate debt was approximately 6.9%
for the year ended December 31, 2000.   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.  In addition, while no such agreements are  in place at December
31, 2000, 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 Company has approximately $62,636,000 in fixed rate
debt maturing in 2001 of which  $61,223,000 matured on January 22, 2001 and was
paid off with proceeds from a new  10  year  $79,000,000  fixed  rate mortgage.
(Note 17 page F-19).

      The  Company's  credit  facility  and  existing  construction loans  have
variable interest rates and any fluctuation in interest rates could increase or
decrease the Company's interest expense.  At December 31, 2000, the Company had
approximately  $215,892,000 in outstanding variable rate  debt.   The  weighted
average rate of  interest  on the variable interest rate debt was approximately
7.4% or the year ended December  31,  2000.   If  the  interest  rate  for  the
Company's  variable  rate  debt  increased  or decreased by 1% during 2001, the
Company's interest rate expense on its outstanding  variable  rate  debt  would
increase or decrease, as the case may be, by approximately $2,159,000.

      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 Form 10-K/A.


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> 28
                                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  2001   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,
2000.  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 2001 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/A

      (b)Reports on Form 8-K

         None

      (c) Exhibits


<PAGE> 29
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT                                                                                          PAGE
NUMBER                                                  DESCRIPTION                              NUMBER
------                                                  -----------                              ------
<S>           <C>                                                                                <C>
4.1           Form of Debt Security (4.6)*
4.2           Indenture, dated March 11, 1998, by and between the Operating
              Partnership and The Chase Manhattan Bank as trustee (4.8)*
4.3           First Supplemental Indenture, dated March 11, 1998, by and between the
              Operating Partnership and The Chase Manhattan Bank as Trustee (4.9)*
10.1          Second Amended and Restated Agreement of Limited Partnership of Price
              Development Company, Limited Partnership**
10.2          Agreement of Limited Partnership of Price Financing Partnership, L.P.
              (10(b))***
10.6          Registration Rights Agreement among the Company and the Limited
              Partners of Price Development Company, Limited Partnership (10(g))***
10.7          Amendment No. 1 to Registration Rights Agreement, dated August 1,
              1995, among the Company and the Limited Partners of Price Development
              Company, Limited Partnership***
10.8          Exchange Agreement among the Company and the Limited Partners of Price
              Development Company, Limited Partnership (10(h))***
10.10         Amendment to Groundlease between Price Development Company and Alvin
              Malstrom as Trustee and C.F. Malstrom, dated December 31, 1985.
              (Groundlease for Plaza 9400) (10(j))***
10.11         Lease Agreement between The Corporation of the President of the Church
              of Jesus Christ of Latter Day Saints and Price-James and Assumptions,
              dated September 24, 1979.  (Groundlease for Anaheim Plaza) (10(k))***
10.12         Indenture of Lease between Ambrose and Zelda Motta and Cordova
              Village, dated July 26, 1974, and Amendments and Transfers thereto.
              (Groundlease for Fort Union Plaza) (10(l))***
10.13         Lease Agreement between Advance Management Corporation and Price
              Rentals, Inc. and dated August 1, 1975 and Amendments thereto.
              (Groundlease for Price Fremont) (10(m))***
10.14         Groundlease between Aldo Rossi and Price Development Company, dated
              June 1, 1989, and related documents.  (Groundlease for Halsey
              Crossing) (10(n))***
10.15         First Amendment to Second Amended and Restated Agreement of Limited
              Partnership of Price Development Company, Limited Partnership**
10.16         Second Amendment to Second Amended and Restated Agreement of Limited
              Partnership of Price Development Company, Limited Partnership**
10.17         Third Amendment to Second Amended and Restated Agreement of Limited
              Partnership of Price Development Company, Limited Partnership****
10.18         Fourth Amendment to Second Amended and Restated Agreement of Limited
              Partnership of Price Development Company, Limited Partnership*****
10.19         Fifth Amendment to Second Amended and Restated Agreement of Limited
              Partnership of Price Development Company, Limited Partnership******
10.20         Sixth Amendment to Second Amended and Restated Agreement of Limited
              Partnership of Price Development Company, Limited Partnership*******
23.           Consent of Independent Accountants
</TABLE>
------------------
*       Documents were previously filed with the Operating Partnership's Current
        Report on  Form 8-K dated  March 12, 1998, under the exhibit numbered in
        the parenthetical, and are incorporated herein by reference.
**      Documents were previously filed with the Operating Partnership's
        Quarterly Report on Form 10-Q  for  the  quarter ended June 30, 1999 and
        are incorporated herein by reference.
***     Documents  were  previously   filed  with  the  Company's   Registration
        Statement on Form S-11, File No. 33-68844, under the exhibit numbered in
        the parenthetical, and are incorporated herein by reference.
****    Documents were previously filed with the Operating Partnership's
        Quarterly Report on Form 10-Q for the quarter ended September  30,  1999
        and are incorporated herein by reference.
*****   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.
******  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.
******* 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.


<PAGE> 30
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> 31

                                            SIGNATURES

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


<TABLE>
<CAPTION>
                                                PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                                                By:  JP Realty, Inc., as its General Partner
<S>                                             <C>
                                                By:  /s/ M. SCOTT COLLINS
                                                ------------------------------
                                                     M. Scott Collins
                                                     Vice President-Chief Financial Officer
                                                     and Treasurer (Principal Financial and
                                                     Accounting Officer)


Date:  March 23, 2001
</TABLE>
<PAGE>
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT                                                                                          PAGE
NUMBER                                                  DESCRIPTION                              NUMBER
------                                                  -----------                              ------
<S>           <C>                                                                                <C>
4.1           Form of Debt Security (4.6)*
4.2           Indenture, dated March 11, 1998, by and between the Operating
              Partnership and The Chase Manhattan Bank as trustee (4.8)*
4.3           First Supplemental Indenture, dated March 11, 1998, by and between the
              Operating Partnership and The Chase Manhattan Bank as Trustee (4.9)*
10.1          Second Amended and Restated Agreement of Limited Partnership of Price
              Development Company, Limited Partnership**
10.2          Agreement of Limited Partnership of Price Financing Partnership, L.P.
              (10(b))***
10.6          Registration Rights Agreement among the Company and the Limited
              Partners of Price Development Company, Limited Partnership (10(g))***
10.7          Amendment No. 1 to Registration Rights Agreement, dated August 1,
              1995, among the Company and the Limited Partners of Price Development
              Company, Limited Partnership***
10.8          Exchange Agreement among the Company and the Limited Partners of Price
              Development Company, Limited Partnership (10(h))***
10.10         Amendment to Groundlease between Price Development Company and Alvin
              Malstrom as Trustee and C.F. Malstrom, dated December 31, 1985.
              (Groundlease for Plaza 9400) (10(j))***
10.11         Lease Agreement between The Corporation of the President of the Church
              of Jesus Christ of Latter Day Saints and Price-James and Assumptions,
              dated September 24, 1979.  (Groundlease for Anaheim Plaza) (10(k))***
10.12         Indenture of Lease between Ambrose and Zelda Motta and Cordova
              Village, dated July 26, 1974, and Amendments and Transfers thereto.
              (Groundlease for Fort Union Plaza) (10(l))***
10.13         Lease Agreement between Advance Management Corporation and Price
              Rentals, Inc. and dated August 1, 1975 and Amendments thereto.
              (Groundlease for Price Fremont) (10(m))***
10.14         Groundlease between Aldo Rossi and Price Development Company, dated
              June 1, 1989, and related documents.  (Groundlease for Halsey
              Crossing) (10(n))***
10.15         First Amendment to Second Amended and Restated Agreement of Limited
              Partnership of Price Development Company, Limited Partnership**
10.16         Second Amendment to Second Amended and Restated Agreement of Limited
              Partnership of Price Development Company, Limited Partnership**
10.17         Third Amendment to Second Amended and Restated Agreement of Limited
              Partnership of Price Development Company, Limited Partnership****
10.18         Fourth Amendment to Second Amended and Restated Agreement of Limited
              Partnership of Price Development Company, Limited Partnership*****
10.19         Fifth Amendment to Second Amended and Restated Agreement of Limited
              Partnership of Price Development Company, Limited Partnership******
10.20         Sixth Amendment to Second Amended and Restated Agreement of Limited
              Partnership of Price Development Company, Limited Partnership*******
23.           Consent of Independent Accountants
</TABLE>
------------------
*       Documents were previously filed with the Operating Partnership's Current
        Report on  Form 8-K dated  March 12, 1998, under the exhibit numbered in
        the parenthetical, and are incorporated herein by reference.
**      Documents were previously filed with the Operating Partnership's
        Quarterly Report on Form 10-Q  for  the  quarter ended June 30, 1999 and
        are incorporated herein by reference.
***     Documents  were  previously   filed  with  the  Company's   Registration
        Statement on Form S-11, File No. 33-68844, under the exhibit numbered in
        the parenthetical, and are incorporated herein by reference.
****    Documents were previously filed with the Operating Partnership's
        Quarterly Report on Form 10-Q for the quarter ended September  30,  1999
        and are incorporated herein by reference.
*****   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.
******  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.
******* 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.

<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  31,   2000,  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/A for the
year ended December 31, 2000.



 /s/PRICEWATERHOUSECOOPERS LLP
-------------------------------
PricewaterhouseCoopers LLP
Salt Lake City, Utah
March 23, 2001

<PAGE>



                         INDEX TO FINANCIAL STATEMENTS



PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                                                                          Page

Report of Independent Accountants                                          F-2

Consolidated Balance Sheet as of December 31, 2000 and 1999                F-3

Consolidated Statement of Operations
 for the years ended December 31, 2000, 1999 and 1998                      F-4

Consolidated Statement of Partners' Capital                                F-5

Consolidated Statement of Cash Flows
 for the years ended December 31, 2000, 1999 and 1998                      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

<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, 2000 and 1999, and the results of  their  operations  and their
cash  flows for each of the three years in the period ended December 31,  2000,
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 31, 2001

<PAGE> F-2

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


<TABLE>
<CAPTION>
                                                  DECEMBER 31,    DECEMBER 31,
                                                      2000            1999
<S>                                               <C>             <C>
                                                  ------------    ------------
ASSETS
Real Estate Assets
  Land                                            $    106,561    $    105,959
  Buildings                                            797,793         752,040
                                                  ------------    ------------
                                                       904,354         857,999
 Less: Accumulated Depreciation                       (154,574        (135,027)
                                                  ------------    ------------
    Operating Real Estate Assets                       749,780         722,972
 Real Estate Under Development                           1,927          18,389
                                                  ------------    ------------
    Net Real Estate Assets                             751,707         741,361
 Cash                                                    2,636           7,767
 Restricted Cash                                         3,820           3,149
 Accounts Receivable, Net                               12,299          10,368
 Deferred Charges, Net                                   8,275           7,526
 Other Assets                                            7,094           6,055
                                                  ------------    ------------
                                                  $    785,831    $    776,226
                                                  ============    ============
LIABILITIES AND PARTNERS' CAPITAL
Borrowings                                        $    464,462    $    438,241
Accounts Payable and Accrued Expenses                   13,013          16,716
Other Liabilities                                          816             847
                                                  ------------    ------------
                                                       478,291         455,804
                                                  ------------    ------------
Minority Interest                                        1,938           2,429
                                                  ------------    ------------
Commitments and Contingencies

PARTNERS' CAPITAL
General Partner                                        164,578         182,951
Preferred Limited Partners                             112,327         104,571
Common Limited Partners                                 28,697          30,471
                                                  ------------    ------------
                                                       305,602         317,993
                                                  ------------    ------------
                                                  $    785,831    $    776,226
                                                  ============    ============
</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>
                                                  2000          1999         1998
                                              -----------   -----------   -----------
REVENUES
Minimum Rents                                 $   103,598   $    97,829   $    79,448
Percentage and Overage Rents                        4,479         4,906         4,491
Recoveries from Tenants                            31,084        29,471        23,778
Interest                                              732           637           404
Other                                               2,308           722           948
                                              -----------   -----------   -----------
                                                  142,201       133,565       109,069
                                              -----------   -----------   -----------
EXPENSES
Operating and Maintenance                          23,699        22,142        17,366
Real Estate Taxes and Insurance                    14,672        14,141        11,640
Advertising and Promotions                            744           719           676
General and Administrative                          6,201         6,618         6,406
Depreciation                                       26,492        23,514        17,306
Amortization of Deferred Financing Costs            1,695         1,652         1,572
Amortization of Deferred Leasing Costs                749           632           665
Interest                                           31,380        27,769        20,501
                                              -----------   -----------   -----------
                                                  105,632        97,187        76,132
                                              -----------   -----------   -----------
                                                   36,569        36,378        32,937
Minority Interest Loss (Income) of
 Consolidated Partnerships                            440          (482)         (421)
Gain on Sales of Real Estate                        2,002            --         1,096
                                              -----------   -----------   -----------
Income Before Extraordinary Item                   39,011        35,896        33,612
Extraordinary Item - Loss on Early
 Extinguishment of Debt                               (98)         (985)           --
                                              -----------   -----------   -----------
Net Income                                         38,913        34,911        33,612
Preferred Unit Distribution                       (10,085)       (4,429)           --
                                              -----------   -----------   -----------
Net Income Available to Common Unitholders    $    28,828   $    30,482   $    33,612
                                              ===========   ===========   ===========

Basic Earnings Per Partnership Common Unit:
 Income Before Extraordinary Item             $      1.45   $      1.48   $      1.58
 Extraordinary Item                                    --         (0.04)           --
                                              -----------   -----------   -----------
 Net Income                                   $      1.45   $      1.44   $      1.58
                                              ===========   ===========   ===========
Diluted Earnings Per Partnership Common Unit:
 Income Before Extraordinary Item             $      1.45   $      1.48   $      1.57
 Extraordinary Item                                    --         (0.05)           --
                                              -----------   -----------   -----------
 Net Income                                   $      1.45   $      1.43   $      1.57
                                              ===========   ===========   ===========
</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, 1997             $   207,581   $       --   $    33,426  $   241,007
Units Issued Upon Exercise of Stock Options                911           --            --          911
Conversion of Limited Partners' Interests                    3           --            (3)          --
Common Unit Distributions                              (31,916)          --        (6,693)     (38,609)
Net Income                                              27,805           --         5,807       33,612
                                                   -----------   ----------   -----------  -----------

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

Partners' Capital at December 31, 1999                 182,951      104,571        30,471      317,993
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
                                                   ===========   ==========   ===========  ===========
</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>
                                                                    2000         1999        1998
                                                                -----------  -----------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES                            $    38,913  $    34,911  $    33,612
Net Income
Adjustments to Reconcile Net Income to Net Cash Provided
 by Operating Activities:
 Extraordinary Item                                                      98          985           --
 Depreciation                                                        26,492       23,514       17,306
 Amortization                                                         2,444        2,284        2,237
 Minority Interest in (Loss) Income of Consolidated
  Partnerships                                                         (440)         482          421
 Gain on Sales of Real Estate                                        (2,002)          --       (1,096)
 Real Estate Received due to Lease Termination                           --       (1,957)          --
 Increase in Accounts Receivable, Net                                (1,931)        (698)      (4,112)
 Increase in Deferred Charges                                          (904)        (926)        (927)
 Increase (Decrease) in Accounts Payable and Accrued
  Expenses                                                              911       (6,647)       3,739
 Increase in Other Assets                                            (1,408)      (1,793)      (1,129)
                                                                -----------  -----------  -----------
   Net Cash Provided by Operating Activities                         62,173       50,155       50,051
                                                                -----------  -----------  -----------

 CASH FLOWS FROM INVESTING ACTIVITIES
   Real Estate Assets, Developed or Acquired                        (41,401)     (57,993)    (200,022)
 Proceeds from Sales of Real Estate                                   2,289           --        1,289
 (Increase) Decrease in Restricted Cash                                (671)         456       (1,140)
                                                                -----------  -----------  -----------
   Net Cash Used in Investing Activities                            (39,783)     (57,537)    (199,873)
                                                                -----------  -----------  -----------

 CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from Borrowings                                           161,000      125,842      289,384
 Repayment of Borrowings                                           (134,779)    (160,591)     (99,784)
 Penalty Paid on Early Retirement of Debt                                --         (527)          --
 Deferred Financing Costs                                            (2,387)        (771)      (2,344)
 Net Proceeds from Sale of Partnership Common Units                      --           --          923
 Net Proceeds from Issuance of Preferred Units                        7,756      104,571           --
 Distributions to Preferred Unitholders                             (10,085)      (4,429)          --
 Capital Contribution by Minority Partner                                48           --           --
 Distributions Paid to Partners                                     (38,343)     (39,615)     (38,609)
 Distributions Paid to Minority Interest                                (99)         (88)        (228)
 Repurchase of Common Units                                         (10,632)     (14,366)          --
                                                                -----------  -----------  -----------
   Net Cash (Used In ) Provided by Financing Activities             (27,521)      10,026      149,342
                                                                -----------  -----------  -----------
Net (Decrease) Increase in Cash                                      (5,131)       2,644         (480)
Cash, Beginning of Period                                             7,767        5,123        5,603
                                                                -----------  -----------  -----------
Cash, End of Period                                             $     2,636  $     7,767  $     5,123
                                                                ===========  ===========  ===========
</TABLE>



             See accompanying notes to consolidated financial statements.
<PAGE> F-6

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

1.    BUSINESS AND BASIS OF PRESENTATION

BUSINESS

      Price   Development   Company,   Limited   Partnership   (the  "Operating
Partnership"),  a  Maryland  Limited Partnership, is primarily engaged  in  the
business of owning, leasing, managing,  operating,  developing and redeveloping
regional  malls,  community  centers  and  other  commercial  properties.   The
Operating Partnership's general partner, JP Realty,  Inc.  (the  "Company"),  a
Maryland  Corporation, is a real estate investment trust ("REIT") as defined by
the Internal  Revenue  Code  and  owns an interest in and conducts its business
activities through the Operating Partnership.   The  Company  owned an 81.7 and
82.7  percent  general  partnership  interest  in the Operating Partnership  at
December  31, 2000 and 1999, respectively.  The Operating  Partnership  owns  a
portfolio of  50  properties  ("Properties"  or  "Property")  consisting  of 18
enclosed  regional  malls,  25  community  centers,  one  free-standing  retail
Property  and six mixed-use commercial Properties located in the Western United
States.  The  tenant  base  includes  primarily  national,  regional  and local
retailers;  as  such,  the  Company's credit risk is concentrated in the retail
industry.

BASIS OF PRESENTATION

      The accompanying consolidated  financial  statements include the accounts
of  the Operating Partnership and all controlled affiliates.   All  significant
intercompany balances and transactions have been eliminated in the consolidated
presentation.   Certain  amounts in the 1999 and 1998 financial statements have
been reclassified to conform with the 2000 presentation.

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


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REAL ESTATE ASSETS

      Real estate assets are stated at cost less accumulated depreciation.   At
each balance sheet date, the Operating Partnership reviews recorded book values
of real estate assets for possible impairment based upon expectations of future
non-discounted  cash flows (excluding interest) from each property.  There have
been no impairments as of December 31, 2000.

      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.

<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

      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 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 $1,368 and $1,217 as of  December 31,
2000 and 1999, respectively.

RESTRICTED CASH

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

DEFERRED CHARGES

      Deferred  charges  consist principally  of  financing  fees  and  leasing
commissions paid to third  parties.   These  costs are amortized on a straight-
line  basis,  which  amounts, for deferred financing  fees,  approximate  those
amortized using the effective interest method, over the terms of the respective
agreements.  Deferred  charges  in  the accompanying consolidated balance sheet
are shown net of accumulated amortization  of  $7,325 and $8,335 as of December
31, 2000 and 1999, respectively.

INCOME TAXES

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

RECENT ACCOUNTING PRONOUNCEMENTS

      In  June  1997, the Financial Accounting Standards Board ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 133, "Accounting for
Derivative  Instruments  and Hedging Activities".   SFAS  No.  133  establishes
accounting  and  reporting  standards  for  derivative  instruments,  including
certain derivative instruments  embedded  in  other  contracts, and for hedging
activities.   It requires that an entity recognize all  derivatives  as  either
assets or liabilities  in the statement of financial position and measure those
instruments at fair value.   This statement will be effective for the Operating
Partnership beginning January  1, 2001.  The Operating Partnership did not hold
any derivative instruments at December  31,  2000,  and  as such, the Operating
Partnership does not expect this pronouncement to have a significant  impact on
the Operating Partnership's financial statements.


3.    DEVELOPMENTS (GLA AMOUNTS UNAUDITED)

      In  September  2000, the Company completed an addition to NorthTown  Mall
adding approximately 103,000  square feet of gross leasable area (Company-owned
leasable area within the Company  Properties ("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.

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

3.    DEVELOPMENTS (GLA AMOUNTS UNAUDITED) (CONTINUED)

      The Operating Partnership developed the Mall at Sierra Vista, an enclosed
regional mall in Sierra Vista, Arizona.  The mall held  its  grand  opening  on
October  20,  1999  and  added approximately 335,000 square feet of total gross
leasable area (Company-owned  leasable area plus any tenant-owned leasable area
within  the  Company's  Properties ("Total GLA")).   At  December 31, 2000, the
Operating  Partnership  had  cumulative  expenditures of  approximately $20,808
for development costs and had leased approximately 94% of the mall.

      The  Operating  Partnership  developed  Provo  Towne Centre, an  enclosed
regional mall in Provo, Utah, through its consolidated  partnership, Provo Mall
Development Company, LTD.  The mall held it's grand opening on October 28, 1998
and added approximately 723,000 square feet of Total GLA  as  of  December  31,
1998.   On  November  11, 1999, Provo Towne Centre held a grand opening for its
newly  developed sixteen-screen  Cinemark  Theater  which  added  approximately
74,000 square  feet  of  additional  GLA.   At December 31, 2000, the Operating
Partnership   had   cumulative  expenditures  of  approximately   $79,131   for
development costs and had leased approximately 96% of the mall.

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

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

      The first phase of construction at Boise  Towne  Plaza  in  Boise,  Idaho
opened  in  November  1997,  adding  76,414  square  feet of retail space.  The
Company added approximately 15,000 square feet of GLA  at  Boise Towne Plaza in
March 1998.  During 1999, approximately 18,000 square feet of GLA was developed
at  Boise  Towne  Plaza.   At December 31, 2000, the Operating Partnership  had
expended approximately $10,275 in development costs and Total GLA for the plaza
was approximately 109,600 square feet.

      The Operating Partnership,  through its consolidated partnership, Spokane
Mall Development Company, Limited Partnership,  completed  the  development  of
Spokane  Valley Mall located in Spokane, Washington and held a grand opening on
August 13,  1997.   Additional  activities  included  the  development  of  two
freestanding  pads  during  1999  and  two freestanding pads during 1998, which
included a Sears Tire and Battery Shop, a Pier 1 Imports, an Outback Steakhouse
and a Red Robin.  The partnership had cumulative  expenditures of approximately
$67,495 for the mall.  At December 31, 2000, the mall  contained  approximately
732,000 square feet of Total GLA and was approximately 94% leased.

4. BORROWINGS
<TABLE>
<CAPTION>
                                                                             DECEMBER 31,
                                                                      --------------------------
<S>                                                                   <C>           <C>
                                                                          2000          1999
                                                                      -----------   ------------
Credit facility, unsecured; weighted average interest at 7.67%
 during 2000 and 6.10% during 1999, due in 2003                       $   130,500   $     91,000
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                                                               82,540         83,382
Notes, secured by real estate; interest at 6.37%, due in 2001              61,223         61,223
Construction loan, secured by real estate; interest at 8.19%
 and 7.63% as of December 31, 2000 and 1999, respectively, due
 in 2001                                                                   43,792         43,792
Construction loan, secured by real estate; interest at 8.25% and
 7.69% as of December 31, 2000 and 1999, respectively, due in 2001         41,600         41,600
Mortgage payable, secured by real estate; interest at 8.5%,
 due in 2000                                                                   --         12,165
Other notes payable, secured by real estate; interest ranging from
7.0% to 9.99%, maturing 2001 to 2095                                        4,807          5,079
                                                                     ------------   ------------
                                                                     $    464,462   $    438,241
                                                                     ============   ============
</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 "Credit Facility") from a syndicate  of
banks.  On December 18, 1997, the amount  was  increased  to $200,000.  On July
28,  2000, the Operating Partnership replaced the 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 secured and unsecured debt and requires the Operating Partnership
to maintain certain financial ratios.  The 2000  Credit  Facility  was  used to
pay-off  and replace the prior Credit Facility on July 28, 2000.  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
Credit Facility and  the  2000 Credit Facility totaling $2,001 and $506 in 2000
and 1999, respectively.

NOTES

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

      On  January  21,  1994, a subsidiary of the Operating Partnership  issued
$95,000 in secured notes  bearing interest at a fixed 6.37% per annum.  On July
21, 1999, the Operating Partnership  borrowed  $33,777 from the Credit Facility
to  reduce the notes to $61,223.  The transaction  unencumbered  four  regional
mall  Properties.   The  write-off  of  deferred financing costs related to the
reduction of the notes plus direct expenses,  including  a  prepayment penalty,
make  up the extraordinary loss of $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 (Note 19).

CONSTRUCTION LOANS

      On  September   4,   1998,   Provo  Mall  Development  Company,  LTD.,  a
consolidated partnership of which the  Operating  Partnership  is  the  general
partner, entered into a $50,000 construction loan facility.  The proceeds  from
the  construction  loan  facility  have  been  used to fund the development and
construction  of  Provo  Towne Centre in Provo, Utah.   The  construction  loan
facility, which matures on  July  1, 2001, with an optional two-year extension,
is  collateralized  by  Provo Towne Centre  and  guaranteed  by  the  Operating
Partnership.  The loan bears  interest  at a variable rate indexed to the LIBOR
rate.  Commitment fees paid were $100 and  $84  in 2000 and 1999, respectively.
At December 31, 2000 and 1999, the loan had a balance of $43,792.

      On July 30, 1996, Spokane Mall Development Company Limited Partnership, a
consolidated  partnership  of which the Operating Partnership  is  the  general
partner, entered into a $50,000  construction loan facility.  The proceeds from
this construction loan facility have  been  used  to  fund  the development and
construction  of  the  Spokane  Valley  Mall  in  Spokane,   Washington.    The
construction  loan  facility  is  collateralized by the Spokane Valley Mall and
guaranteed by the Operating Partnership.   On  July  30,  1999,  the  Operating
Partnership  borrowed  $5,905  from the Credit Facility to reduce the principal
outstanding on the construction  loan  and  exercised  the option to extend the
construction loan to August 2001.  The fee to extend the  loan was $154 in 1999
and an additional $50 in 2000.  The loan bears interest at  a variable interest
rate indexed to the LIBOR rate.  At December 31, 2000 and 1999,  the loan had a
balance of $41,600.

<PAGE> F-10
           PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT AMOUNTS)

4.    BORROWINGS (CONTINUED)

MORTGAGES PAYABLE

      On August 6, 1998, the Company, through a consolidated partnership of the
Operating Partnership, acquired NorthTown Mall.  The partnership obtained a new
first mortgage in the amount of $84,500.  The loan has a ten year  term,  6.68%
fixed  rate,  and  a  thirty-year  amortization  payoff schedule with a balloon
payment of approximately $73,000.  At December 31,  2000 and 1999, the loan had
a balance of $82,540 and $83,382, respectively.

      In  June  1997,  the Operating Partnership assumed  a  mortgage  note  of
$24,755 as part of the acquisition  of Silver Lake Mall and retired portions of
the debt principally using borrowings  under  a  credit  facility.  The assumed
debt 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.

  Schedule of Maturities of Borrowings

  The following summarizes the scheduled maturities  of  borrowings at December
31, 2000:
<TABLE>
<CAPTION>
Year                                                               Total
----                                                            -----------
<S>                                                             <C>
2001                                                            $   149,036
2002                                                                  1,078
2003                                                                131,926
2004                                                                  1,188
2005                                                                 26,271
Thereafter                                                          154,963
                                                                -----------
                                                                $   464,462
                                                                ===========
</TABLE>


5.    CAPITAL TRANSACTIONS

      The  limited  partners  of  the Operating  Partnership have the  right  to
exchange their Operating Partnership  Common  Units ("OP  Units") into shares of
the Company's  Common  Stock on a  one-to-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 OP  Units to the  Company as general  partner
interests in the Operating Partnership. In  2000 and 1999, respectively, 125 and
41,718 OP Units were converted into shares.

      In  October  1999,  the  Board  of  Trustees  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 OP Units from the Company.

      In  April  1999, the Operating Partnership issued 510,000 Series A  8.75%
cumulative redeemable  preferred  units  (the  "Series  A  Preferred Units") in
exchange  for  a gross contribution of $12,750.  Each Series A  Preferred  Unit
represents  a  limited  partner  interest  with a  liquidation value of twenty-
five  dollars per unit.  The Operating  Partnership  used  the  proceeds,  less
applicable   transaction  costs  of  $405,  for  the  repayment  of  borrowings
outstanding under the 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

<PAGE> F-11
           PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT AMOUNTS)

5.    CAPITAL TRANSACTIONS (CONTINUED)
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 or 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 28, 1999, the Operating Partnership  issued  3.8 million Series B
8.95% cumulative  redeemable  preferred units of limited partner  interest (the
"Series B Preferred Units") in  exchange  for  a gross contribution of $95,000.
Each Series B  Preferred  Unit represents  a limited  partner  interest  with a
liquidation value of twenty-five  dollars per unit.  The Operating  Partnership
used  the  proceeds,  less  applicable  transaction  costs  of $2,774, to repay
$90,000  in borrowings  under the 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.

      On  May  1, 2000, the Operating Partnership issued 320,000 Series C 8.75%
cumulative redeemable  preferred units (the "Series C Preferred Units"), with a
liquidation value of twenty-five  dollars  per  unit,  in  exchange for a gross
contribution  of  $8,000.   The Operating Partnership used the  proceeds,  less
applicable transaction costs  and  expenses of $244, to pay down the borrowings
under the 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 sercurities of the Company.

      The Operating  Partnership  makes  quarterly  dividends  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  ending  2000, dividends for the
Series A, Series B and Series C Preferred Units were $1,116,  $8,502  and $467,
respectively.  For the year ending 1999, dividends for the Series A and  Series
B Preferred Units were $768 and $3,661, respectively.


6.    RENTAL INCOME

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

      All  non-cancelable  leases,  assuming  no  new or renegotiated leases or
option  extensions, in effect at December 31, 2000 provide  for  the  following
minimum future rental income:

<PAGE> F-12

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

6.    RENTAL INCOME (continued)
<TABLE>
<CAPTION>
Year                                                       Total
----                                                   -------------
<S>                                                    <C>
2001                                                   $      88,682
2002                                                          81,506
2003                                                          74,173
2004                                                          66,070
2005                                                          58,278
Thereafter                                                   299,403
                                                       -------------
                                                       $     668,112
                                                       =============
</TABLE>

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>
Year                                                       Total
-----                                                  -------------
<S>                                                    <C>
2001                                                   $         998
2002                                                           1,012
2003                                                             968
2004                                                             938
2005                                                             914
Thereafter                                                    24,538
                                                       -------------
                                                       $      29,368
                                                       =============
</TABLE>

     The Operating Partnership recorded rental expense of $1,003, $983 and $971
for 2000, 1999 and 1998, respectively.

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


8.   SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

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

     During 2000, 1999 and 1998, non-cash investing and financing  transactions
included  an   increase   in  accounts  payable  of  $0,  $4,645,  and  $1,693,
respectively, related to building  and development activities, the write-off of
capitalized tenant allowances of $6,351,  $2,313 and $657, 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 Operating
Partnership  units elected to convert 125, 41,718 and 285 Operating Partnership
Common Units,  having a recorded value of $1, $437 and $3, into Common Stock in
2000, 1999 and 1998, respectively.

     Interest paid (net of capitalized amounts of $1,289, $2,404 and  $3,754 in
2000, 1999 and 1998) aggregated $30,712,  $28,553 and $17,763 in 2000, 1999 and
1998, respectively.

<PAGE> F13
           PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT AMOUNTS)

9.   RELATED PARTY TRANSACTIONS

   The Operating Partnership buys computer services from Alta Computer Services,
Inc. ("Alta").  Alta is majority owned by three  directors of the Company.  The
Operating  Partnership  paid  $154,  $192  and $175 in  2000,  1999  and  1998,
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, 2000.

    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 $118, $113 and $115 in 2000, 1999
and  1998,  respectively  (Fairfax,  a  company  which is wholly-owned  by  the
Chairman of the Board, is a general partner of the owner of this building), and
(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 $20, $6 and $5 in  2000, 1999 and
1998, 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  $2  in 2000 (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 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 non-qualified stock  options  to  key  employees,
directors and consultants of  the  Company.   The  maximum  number of shares of
Common  Stock  subject  to  option under the Company's Plan is 1,100,000.   The
proceeds received by the Company  upon  exercise  of options are contributed to
the Operating Partnership in exchange for the issuance  of an equivalent number
of  Operating  Partnership Units.  No stock options may be  granted  after  ten
years from the date  of  adoption  and  options  must  be  granted  at  a price
generally not less than the fair market value of the Company's Common Stock  at
the  date  of  grant.   These  options vest over a period of not more than five
years.

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

<TABLE>
<CAPTION>
                                                2000                         1999                      1998
                                      --------------------------  -------------------------   --------------------------
<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         687,000     $     19.55      631,000   $     21.37       553,000   $      18.07
Granted                                    7,000           18.50       60,000         18.31       165,000          25.21
Exercised                                     --              --           --            --       (51,000)         17.92
Forfeited                                     --              --       (4,000)        22.43       (36,000)         22.49
                                      ----------     -----------  -----------   -----------   -----------   ------------
Outstanding at end of year               694,000*    $     19.53      687,000   $     19.55       631,000   $      21.37
                                      ==========     ===========  ===========   ===========   ===========   ============
Exercisable at end of year               561,000     $     18.77      494,000   $     18.41       360,000   $      18.06
                                      ==========     ===========  ===========   ===========   ===========   ============
</TABLE>
---------------------
* The weighted average remaining contractual life of options outstanding as of
  December 31, 2000  was  3  years.   The range of option prices was $17.50 to
  $25.38 per share.

<PAGE> F-14
           PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT AMOUNTS)

10.     STOCK INCENTIVE PLAN (CONTINUED)

      The Company has  applied  Accounting  Principles  Board  Opinion  25  in
accounting  for  its  plan.   Accordingly,  no  compensation  costs  have been
recognized.  Had 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
Company's net income  and  net  income per share would  have  been  reduced to
the proforma amounts as follows:

<TABLE>
<CAPTION>
                                         FOR THE YEAR ENDED DECEMBER 31,
                                   ----------------------------------------
<S>                                <C>           <C>           <C>
                                        2000         1999          1998
                                   ------------  ------------  ------------
Net income
 As reported                       $     23,697  $     25,347  $     27,950
 Proforma                          $     23,609  $     25,276  $     27,838

Basic net income per share
 As reported                       $       1.45  $       1.44  $       1.59
 Proforma                          $       1.45  $       1.44  $       1.58

Diluted net income per share
 As reported                       $       1.44  $       1.44  $       1.58
 Proforma                          $       1.45  $       1.44  $       1.57

</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>
                                        2000         1999          1998
                                   ------------  ------------  ------------
Risk free interest rate                 6.71%        4.79%         5.51%
Dividend yield                         12.29%       11.09%         7.14%
Expected life                        3 years      4 years       5 years
Expected volatility                    16.28%       16.40%        17.00%
Weighted average per share fair
 value of options granted during
 the year                          $    0.67     $   0.55      $   2.08
</TABLE>


11.     EMPLOYEE BENEFIT PLAN

  The  Company  has a 401(k) profit sharing plan  which  permits  participating
employees to defer  up  to  a  maximum  of  15% of their compensation up to the
maximum allowed by the Internal Revenue Code.   The  Company matches 50% of the
qualified  employees' contributions up to a maximum of  $1  per  employee  each
year.  Employees  working  a minimum of 1,000 hours per year who have completed
at least one year of service  and  attained  the  age  of  21  are qualified to
participate in the plan.  The employees' contributions are immediately  vested.
Additionally,  the  Company  annually contributes 3% of base salary to the plan
for each qualified employee.   Contributions  from  the Company vest based upon
employees'  years  of  service  beginning at 20% per year  after  one  year  of
service.  The Company's contributions  to  the plan in 2000, 1999 and 1998 were
$375, $333 and $279, respectively.


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.

<PAGE> F-15
           PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT AMOUNTS)

12.     FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

  The  carrying  value  of  cash,  accounts receivable and accounts payable  at
December  31,  2000 and 1999 are reasonable  estimates  of  their  fair  values
because of the short maturity of these financial instruments.

  Borrowings with  an aggregate carrying value of $464,462 and $438,241 have an
estimated aggregate  fair  value  of $458,762 and $422,295 at December 31, 2000
and 1999, 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 YEAR ENDED DECEMBER 31,
                                           ----------------------------------------
<S>                                        <C>           <C>           <C>
                                               2000         1999          1998
                                           ------------  ------------  ------------

Income (Numerator)
  Before Extraordinary Item                $     28,926  $     31,467  $     33,612
                                           ============  ============  ============
OP Units (Denominator):
  Basic-average common units outstanding     19,934,000    21,238,000    21,298,000
  Add: Dilutive effect of stock options           1,000        29,000       103,000
                                           ------------  ------------  ------------
Diluted OP Units                             19,935,000    21,267,000    21,401,000
                                           ============  ============  ============
Per-Unit Amounts - Income Before
 Extraordinary Item:
  Basic                                    $       1.45  $       1.48  $       1.58
                                           ============  ============  ============
  Diluted                                  $       1.45  $       1.48  $       1.57
                                           ============  ============  ============
</TABLE>

  Options to purchase 694,000,  687,000 and 631,000 shares of Common Stock were
outstanding at December 31, 2000,  1999  and  1998,  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  Operating  Partnership'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  Operating Partnership evaluates
the  performance  of  its segments and allocates resources  to  them  based  on
Property NOI.

   The regional mall segment  consists  of  18  regional  malls in eight states
containing approximately 10,430,000 square feet of Total GLA and which range in
size from approximately 301,000 to 1,172,000 square feet of Total GLA.

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

<PAGE> F-16
           PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT AMOUNTS)

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

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

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

<TABLE>
<CAPTION>
                                           REGIONAL    COMMUNITY     COMMERCIAL
                                            MALLS       CENTERS      PROPERTIES    OTHER       TOTAL
                                       -------------  -----------    ----------  ----------  ----------
<S>                                    <C>            <C>            <C>         <C>         <C>
2000
----
Total Revenues                         $     113,920  $    19,562    $    7,741  $      978  $  142,201
Property Operating Expenses (1)              (32,451)      (4,867)       (1,732)        (65)    (39,115)
                                       -------------  -----------    ----------  ----------  ----------
Property NOI (2)                              81,469       14,695         6,009         913     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

1998
----
Total Revenues                         $      82,622  $    17,849    $    8,299  $      299  $  109,069
Property Operating Expenses (1)              (23,895)      (4,144)       (1,643)         --     (29,682)
                                       -------------  -----------    ----------  ----------  ----------
Property NOI (2)                              58,727       13,705         6,656         299      79,387
Unallocated Expenses (3)                          --           --            --     (46,450)    (46,450)
Unallocated Minority Interest (4)                 --           --            --        (421)       (421)
Unallocated Other (5)                             --           --            --       1,096       1,096
Consolidated Net Income                           --           --            --          --      33,612
Additions to Real Estate Assets              190,942          845           597       5,470     197,854
Total Assets (6)                             604,937       80,307        30,899      17,012     733,155
</TABLE>
----------------------
(1) Property operating expenses consist of operating,  maintenance, real estate
    taxes,   insurance,  advertising  and promotion expenses as  listed in the
    consolidated statement of operations.
(2) Total revenues  minus property operating expenses.
(3) Unallocated expenses consist of general and administrative, depreciation,
    amortization   of   deferred   financing  costs,  amortization  of  deferred
    leasing   costs  and  interest  as  listed  in  the  consolidated  statement
    of operations.
(4) Unallocated  minority  interest  includes  minority  interest  in  income of
    consolidated partnerships.
(5) Unallocated  other  includes  gain on 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.

<PAGE> F-17
           PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (DOLLARS IN THOUSANDS, EXCEPT PER PARTNERSHIP UNIT AMOUNTS)

15.   QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

      Financial  information  for each of the quarters in 2000 and 1999 are  as
follows:

<TABLE>
<CAPTION>
                                                    FIRST       SECOND       THIRD       FOURTH         TOTAL
<S>                                             <C>          <C>          <C>          <C>          <C>
                                                -----------  -----------  -----------  -----------  ------------
YEAR ENDED 2000
---------------
Total Revenues                                  $    32,899  $    34,254  $    35,200  $    39,848  $    142,201
Income Before Extraordinary Item
 and 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                             0.28         0.37         0.27         0.53          1.45(1)
Diluted Earnings Per OP Unit                           0.28         0.37         0.27         0.53          1.45(1)
Distributions Declared Per OP Unit                    0.480        0.480        0.480        0.495         1.935(2)
YEAR ENDED 1999
---------------
Total Revenues                                  $    32,411  $    30,908  $    31,528  $    38,718  $    133,565(3)
Income Before Minority Interest                       8,666        6,181        8,179       13,352        36,378
Net Income                                            7,643        6,066        6,275       10,498        30,482
Basic Earnings Per OP Unit                             0.36         0.28         0.29         0.51          1.44(1)
Diluted Earnings Per OP Unit                           0.36         0.28         0.29         0.51          1.43(1)
Distributions Declared Per OP Unit                    0.465        0.465        0.465        0.480         1.875(2)
</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.
(2)  Of  which  $.553 and $.433 represents a non-taxable return of capital  for
     2000 and 1999, respectively.
(3)  1999 percentage and overage rents have been presented on a pro forma basis
     to reflect the  Company's change in accounting for these rents as a result
     of Staff Accounting  Bulletin  No. 101 "Revenue Recognition" .  Percentage
     and overage rents were adjusted  for  the  first, second, third and fourth
     quarters of 1999 by $(578), $(830) and $(870) and $2,278, respectively.


16.     PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

  The  following  unaudited proforma summary financial information for 2000 and
1999, is presented  as  if the 2000 issuance of Series C and the 1999 issuances
of Series A and Series B  Preferred Units had been consummated as of January 1,
1999.

<TABLE>
<CAPTION>
                                                 2000            1999
<S>                                          <C>             <C>
                                             ------------    ------------
Revenues                                     $    142,201    $    133,565
Income Before Extraordinary Item             $     28,891    $     29,465
Net Income                                   $     28,811    $     28,664
Basic Earnings Per OP Unit
 Income Before Extraordinary Item            $       1.45    $       1.39
 Net Income                                  $       1.45    $       1.35
Diluted Earnings Per OP Unit
 Income Before Extraordinary Item            $       1.45    $       1.39
 Net Income                                  $       1.45    $       1.35
</TABLE>

  The  proforma  financial  information   summarized  above  is  presented  for
information purposes only and may not be indicative  of  what actual results of
operations  would  have been had the 2000 issuance of Series  C  and  the  1999
issuances of Series A and Series B Preferred Units been completed as of January
1, 1999, nor does it  purport to represent the results of operations for future
periods.
<PAGE> F-18

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

17.     SUBSEQUENT EVENTS

  On  January  22, 2001,  the  Operating  Partnership  through  a  consolidated
partnership, Boise  Mall,  LLC, obtained a first mortgage on Boise Towne Square
from the Chase Manhattan Bank  in  the  amount of $79,000 with a ten year term.
The mortgage payment is based on a thirty  year  amortization  schedule  with a
balloon  payment  on  February  10, 2011, bearing interest at a fixed 6.64% per
annum.

  The Operating Partnership used  the  proceeds  to  pay off the $61,223 notes,
secured by real estate; with an interest rate of 6.37% which matured on January
22, 2001 and reduced the 2000 Credit Facility.  The Properties  unencumbered by
the above transaction include: Cottonwood Mall in Holladay, Utah,  North Plains
Mall in Clovis, New Mexico and Three Rivers Mall in Kelso, Washington.

<PAGE> F-19

                                                                     SCHEDULE II
                      PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                               VALUATION AND QUALIFYING ACCOUNTS
                     FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
                                    (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, 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

Year ended December 31, 1998
Allowance for uncollectible accounts   $      570   $       537   $      366   $       741
</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                   BLDG. &            ACCUMULATED    DATE OF      DATE   LIVES
DESCRIPTION ENCUMBRANCES   LAND   IMPROVEMENTS ACQUISITION(1)  LAND   IMPROVEMENTS  TOTAL   DEPRECIATION CONSTRUCTION ACQUIRED YEARS
----------- ------------ -------- ------------ ------------- -------- ------------ -------- ------------ ------------ -------- -----
<S>         <C>          <C>      <C>          <C>           <C>      <C>          <C>      <C>          <C>          <C>      <C>
REGIONAL
MALLS

Animas
Valley
Mall,
Farmington,
NM                    -- $  3,902 $     24,059 $       2,198 $  3,902 $     26,257 $ 30,159 $      3,778           --     1995    40

Boise
Towne
Square,
Boise, ID         29,248    9,218           --        51,751    7,768       53,201   60,969       14,005      1987-88  1985-86  5-40

Cache
Valley
Mall,
Logan, UT             --      909           --        10,658    1,298       10,269   11,567        5,126      1975-76  1973-75 10-40

Cottonwood
Mall,
Holladay,
UT                17,884    7,514       20,776        31,956    7,514       52,732   60,246       22,898      1981-87     1980  4-40

Eastridge
Mall,
Casper, WY            --    4,300       19,896         9,827    4,300       29,723   34,023        3,623           --     1995    40

Grand
Teton
Mall,
Idaho
Falls, ID             --    5,802       28,614         6,357    7,743       33,030   40,773        3,891           --     1996    40

Mall at
Sierra
Vista,
Sierra
Vista, AZ             --    1,660       16,068         3,080    1,623       19,185   20,808          724      1998-99     1998    40

North
Plains
Mall,
Clovis, MN         4,928    2,664           --        16,594    2,664       16,594   19,258        4,324      1984-85  1979-84 10-40

NorthTown
Mall,
Spokane, WA       82,540    6,902      120,458        23,659    6,902      144,117  151,019        7,494      1997-98     1997    40

Pine Ridge
Mall,
Pocatello,
ID                    --    1,883           --        22,248    1,883       22,248   24,131        9,634      1979-81     1979 10-40

Provo Towne
Centre,
Provo, UT         46,791   13,829       41,820        23,482   10,854       68,277   79,131        4,909      1997-98     1997    40

Red
Cliffs
Mall,
St. George,
UT                    --      903           --        13,634      903       13,634   14,537        3,282      1989-90     1989  3-40

Salem
Center,
Salem, OR             --    1,704       30,504         1,479    1,704       31,983   33,687        2,473           --     1997    40

Silver
Lake
Mall,
Coeur
d'Alene, ID           --    4,055       21,379           558    4,055       21,937   25,992        2,025           --     1997    40

Spokane
Valley
Mall,
Spokane, WA       41,600    6,645       34,341        26,509    7,497       59,998   67,495        6,606      1990-97     1990    40

Three
Rivers
Mall,
Kelso, WA          9,163    1,977           --        20,906    1,977       20,906   22,883        6,798      1986-87     1984 10-40

Visalia
Mall,
Visalia, CA           --    6,146       31,812         1,363    6,146       33,175   39,321        3,153           --     1997    40

White
Mountain
Mall,
Rock
Springs, WY           --    1,120           --        15,580    1,120       15,580   16,700        7,105       1977-78    1977    40

COMMUNITY
CENTERS

Alameda
Plaza,
Pocatello,
ID                    --      500           --         3,368      500        3,368    3,868        2,092          1973    1973    40

Anaheim
Plaza,
Anaheim, CA           --       --           --         2,099       --        2,099    2,099          144       1980-81    1979    40

Austin
Bluffs
Plaza,
Colorado
Springs, CO           --    1,488           --         1,898    1,488        1,898    3,386          709          1985    1979  3-40

Bailey
Hills
Plaza,
Eugene, OR            --      157           --           297      157          297      454           68       1988-89    1988    40

Baskin
Robbins
17th Str.,
Idaho
Falls, ID             --        9           67             7        9           74       83           25            --    1988    40

Boise
Plaza,
Boise, ID             --      322           --         1,527      322        1,527    1,849        1,032       1970-71    1970    40

Boise
Towne
Plaza,
Boise, ID             --    3,316        4,243         2,716    3,316        6,959   10,275          961       1996-97    1994    40

Cottonwood
Square,
Salt Lake
City, UT              --    1,926        3,535            71    1,926        3,606    5,532          449            --    1995    40

Division
Crossing,
Portland,
OR                    --    2,429           --         4,479    2,429        4,479    6,908        1,149       1990-91    1990 20-40

Fort
Union
Plaza,
Salt Lake
City, UT              --       21           --         1,623       21        1,623    1,644          738       1979-84      --    40

Fremont
Plaza,
Las Vegas,
NV                    --       --           --         2,443       --        2,443    2,443        1,308       1976-80      --    40

Fry's
Shopping
Plaza,
Glendale,
AZ                    --      353           --         4,772    1,254        3,871    5,125        1,811       1980-81    1980    40

Gateway
Crossing,
Bountiful,
UT                    --    3,644           --         8,938    3,644        8,938   12,582        1,723       1990-92    1990    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                   BLDG. &            ACCUMULATED    DATE OF      DATE   LIVES
DESCRIPTION ENCUMBRANCES   LAND   IMPROVEMENTS ACQUISITION(1)  LAND   IMPROVEMENTS  TOTAL   DEPRECIATION CONSTRUCTION ACQUIRED YEARS
----------- ------------ -------- ------------ ------------- -------- ------------ -------- ------------ ------------ -------- -----
<S>         <C>          <C>      <C>          <C>           <C>      <C>          <C>      <C>          <C>          <C>      <C>
COMMUNITY
CENTERS
(CONTINUED)
Halsey
Crossing,
Gresham, OR           -- $     -- $         -- $       3,350 $     -- $      3,350 $  3,350 $        644      1989-91       --  4-40

North
Temple
Shops,
Salt Lake
City, UT              --       60           --           177       60          177      237          103         1970     1970    40

Orem Plaza
Center
Street,
Orem, UT              --      371          330         1,111      344        1,468    1,812          784      1976-87     1973 10-40

Orem Plaza
State
Street,
Orem, UT              --      126           --           752      126          752      878          415         1975     1973 29-40

Plaza 800,
Sparks, NV            --       33        2,969            83       33        3,052    3,085        1,913         1974       --    40

Plaza 9400,
Sandy, UT             --       --           --         4,569       --        4,569    4,569        2,317      1976-84       -- 10-40

Red
Cliffs
Plaza,
St. George,
UT                    --       --        2,403           239       --        2,642    2,642          399      1994-95  1994-95    40

River
Pointe
Plaza,
West
Jordan, UT            --    1,130           --         2,546    1,005        2,671    3,676          941      1987-88  1986-87  5-40

Riverside
Plaza,
Provo, UT             --      427        1,886         4,395      427        6,281    6,708        1,942      1978-81     1977    40

Twin Falls
Crossing,
Twin Falls,
ID                    --      125           --           776      125          776      901          465         1976     1975    40

University
Crossing,
Orem, UT              --      230           --         4,956      230        4,956    5,186        2,073      1971-92     1971    40

Woodlands
Village,
Flagstaff,
AZ                    --    2,068        5,329           368    2,068        5,697    7,765          900           --     1994    40

Yellowstone
Square,
Idaho
Falls, ID             --      355           --         4,543      355        4,543    4,898          949      1972-77     1972    40

COMMERCIAL
PROPERTIES

First
Security
Place,
Boise, ID             --      300           --         2,898       --        3,198    3,198        1,677      1978-80     1978 10-40

Price
Business
Center -
Commerce
Park,
West Valley
City, UT              --      415        2,109         9,047    1,147       10,424   11,571        2,156         1980  1973-95    40

Price
Business
Center-
Pioneer
Square,
Salt Lake
City, UT              --      658           --        10,329      648       10,339   10,987        3,885      1974-92     1973  3-40

Price
Business
Center-
South
Main,
Salt Lake
City, UT              --      317           --         2,053      291        2,079    2,370        1,134      1967-82  1966-81  3-40

Price
Business
Center-
Timesquare,
Salt Lake
City, UT              --      581           --        10,148      545       10,184   10,729        4,587      1974-80  1972-80  5-40

Sears-
Eastbay,
Provo, UT          1,413      275           --         2,079      275        2,079    2,354          613      1989-90     1989    40

OTHER
REAL
ESTATE

Miscel-
laneous
Real
Estate                --    1,164           17         9,237    3,963        6,455   10,418        2,620           --  1980-98    40
            ------------ -------- ------------ ------------- -------- ------------ -------- ------------
TOTAL       $    233,567 $103,933 $    412,615 $     389,733 $106,561 $    799,720 $906,281 $    154,574
            ============ ======== ============ ============= ======== ============ ======== ============
</TABLE>
------------------------
(1)  Included are development costs subsequent to acquisition or opening of
     property.

<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>
                                            2000           1999           1998
                                        -----------    -----------    -----------
Real Estate Investments
 Balance at Beginning of Year           $   876,388    $   815,756    $   619,371
 Acquisitions                                    --             --        128,000
 Improvements                                36,704         62,945         69,854
 Disposition of Property                     (6,811)        (2,313)        (1,469)
                                        -----------    -----------    -----------
Balance at End of Year                  $   906,281    $   876,388    $   815,756
                                        ===========    ===========    ===========
Accumulated Depreciation
 Balance at Beginning of Year           $   135,027    $   114,136    $    98,404
 Depreciation                                26,099         23,204         17,072
 Depreciation of Disposed Property           (6,552)        (2,313)        (1,340)
                                        -----------    -----------    -----------
Balance at End of Year                  $   154,574    $   135,027    $   114,136
                                        ===========    ===========    ===========

</TABLE>

<PAGE> F-23