SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                       FORM 10-K


(Mark One)

      ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
                      For the fiscal year ended December 31, 1998

                                          OR

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

                For the transition period from _________ to __________

                         Commission file number 333-34835-01

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

<C>                                         <C>            
                MARYLAND                              87-0516235
          ---------------------                     ---------------
         (State of organization)                   (I.R.S. Employer
                                                  Identification No.)
          
           35 CENTURY PARK-WAY
       SALT LAKE CITY, UTAH 84115                    (801) 486-3911
       --------------------------             ----------------------------- 
(Address of principal executive offices)     (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    No
                                                                     /x/   / /

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


                            DOCUMENTS INCORPORATED BY REFERENCE

      Portions  of   JP  Realty Inc.'s  proxy statement  for  its  1999  Annual
Meeting of Stockholders scheduled  to  be held on  May 5, 1999 are incorporated
by reference into Part III of this Annual Report on Form 10-K.

<PAGE> 1

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

                                        PART I

ITEMS 1 AND 2.  BUSINESS AND PROPERTIES

      GENERAL

      JP Realty, Inc., a Maryland corporation (together with  its subsidiaries,
the  "Company"),  is  the  sole  general partner of Price Development  Company,
Limited   Partnership,   a  Maryland  Limited   partnership   (the   "Operating
Partnership"). The Company  is  a fully integrated, self-administered and self-
managed real estate investment trust ("REIT") primarily engaged in the business
of owning, leasing, managing, operating, developing, redeveloping and acquiring
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, 1998
held an 83% controlling general partner interest in, the Operating Partnership.
As of December 31, 1998 the Operating  Partnership,  on  behalf of the Company,
held  a  portfolio  consisting of  50 properties ("Properties"),  including  17
enclosed regional malls,  25  community  centers  with two free-standing retail
properties  located  in  ten  states  and six mixed-use  commercial  properties
located primarily in the Salt Lake City,  Utah  metropolitan area.  Since 1976,
the Company and the Predecessor Companies have been  responsible for developing
more retail malls in the region covered by Utah, Idaho,  Colorado,  Nevada, New
Mexico  and  Wyoming than any other developer having constructed, developed  or
redeveloped 12  malls in the region (as well as three other malls in Oregon and
Washington).

      Based on total  gross leasable area (Company-owned leasable area plus any
tenant-owned leasable area within the Company's Properties or "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, 1998,  the  Company's retail portfolio contained an
aggregate of 13,000,760 square feet of Total  GLA  and its commercial portfolio
contained  an  aggregate  of  1,353,576  square  feet  of gross  leasable  area
(Company-owned leasable area within the Company's Properties  or "GLA").  Based
on Total GLA, the Company's retail properties were approximately  94% leased as
of  December  31,  1998,  and,  based  on  GLA, its commercial properties  were
approximately 86% leased as of that date.  For  the  year  ended  December  31,
1998,  the  regional  malls,  community  centers  and the commercial properties
contributed approximately 74.3%, 17.3% and 8.4%, respectively, to the Company's
consolidated net operating income.

      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  (i) contractual rent increases,  which  are
included in substantially all existing  leases  for  the  Properties,  (ii) re-
leasing available space at higher rent levels and (iii) 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.

      In January, 1994, the Company completed a series of transactions intended
to  allow  it  to  reorganize  and  continue  the  business of the  Predecessor
Companies through the Operating Partnership.  As part  of  these  transactions,
the  Company  issued  13,029,500 shares of common stock ("Common Stock")  in  a
public offering, issued  200,000 shares of Price Group Stock to Fairfax Realty,
Inc. ("Fairfax"), a company  controlled by John Price, and incurred $95 million
in fixed rate mortgage debt (the  "Mortgage  Debt") together with $9 million in
additional mortgage debt (the "Additional Mortgage  Debt"). Net proceeds of the
sale of Common Stock were used by the Company to purchase  its  general partner
interest in the Operating Partnership, which
in  turn  utilized  such  proceeds,  together  with  the net proceeds from  the
Mortgage Debt and the Additional Mortgage Debt, to

<PAGE> 2

(i) retire substantially all
of the then existing mortgage debt encumbering 38 of the  Properties  and other
borrowings relating to such Properties, (ii) purchase the equity interests held
by two partners in Cottonwood Mall and (iii) invest an additional $4 million in
the  development  project  for  the  regional  mall being developed in Spokane,
Washington.

      On March 11, 1998, the Operating Partnership  issued  $100,000,000 in ten
year  senior  notes bearing annual interest  at a rate of 7.29%  with  interest
payments due semi-annually.  Principal payments of $25,000,000 are due annually
beginning March  2005.  The Operating Partnership entered into an interest rate
protection agreement  in  anticipation  of  issuing  these  notes  and received
$270,000 as a result of terminating this agreement. As a result of the interest
rate  protection  agreement,  the effective rate of interest on these notes  is
7.24%.   Proceeds from the notes  were  used  to  partially  repay  outstanding
borrowings  under  the  Operating  Partnership's  $200,000,000 unsecured credit
facility.

      On August 6, 1998, the Company through a consolidated  partnership, which
has  a wholly-owned subsidiary of the Company as a 1% general partner  and  the
Operating  Partnership  as  a  99%  limited  partner  bought  NorthTown Mall in
Spokane,  Washington.   NorthTown Mall is an enclosed regional mall  containing
949,880 square feet of Total  GLA.   The  major  anchor  department  stores  at
NorthTown  Mall are: The Bon March<e'>, JCPenney, Sears, Mervyn's and Emporium.
The purchase  price  paid  for NorthTown Mall was $128.0 million of which $84.5
million was financed utilizing  a  first  mortgage and $43.5 million was funded
out of the Operating Partnership's $200,000,000 credit facility.

      The Grand Opening of Provo Towne Centre,  a  723,000 square foot enclosed
regional mall, developed by the Operating Partnership  and  located  in  Provo,
Utah, was October 28, 1998.  Provo Towne Centre is anchored by JCPenney, Sears,
and  Dillard's  and  includes  space  for more than 80 mall shops.  The mall is
currently  developing  a  sixteen  screen  Cinemark   Theater  which  will  add
approximately 74,000 square feet of additional GLA.

      In August 1998, the Operating Partnership completed a 294,804 square foot
expansion at the Boise Towne Square in Boise Idaho.  The  project added 186,500
square  feet  of  Total GLA for Dillard's (a new anchor tenant),  approximately
44,900 square feet  of  GLA for the expansion of the Bon March<e'> (an existing
anchor tenant) and approximately  63,000 square feet of GLA for additional mall
shops.

      In October 1998, the Operating  Partnership added Sears as a forth anchor
tenant  at  Red  Cliffs  Mall  in St. George,  Utah.   The  Sears  store  added
approximately 70,400 square feet of GLA to Red Cliffs Mall and a Sears Tire and
Battery shop added  approximately 9,600 square feet of GLA at Red Cliffs Plaza.

      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 17 regional malls in the
portfolio contain an aggregate of approximately 9,810,000  square feet of Total
GLA and range in size from approximately 296,000 to 1,171,000   square  feet of
Total  GLA.   The community center portfolio consists of 25 Properties in seven
states containing  over  3,186,000   square  feet  of Total GLA.  The two free-
standing retail properties contain a total of approximately  5,000  square feet
of  GLA.   The  commercial  portfolio,  which  includes 38 commercial buildings
containing approximately 1,354,000 square feet of  GLA, is primarily located in
the Salt Lake City, Utah area where the Company's headquarters are located.

<PAGE> 3

PROPERTIES

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

<TABLE>
<CAPTION>
                             RETAIL PROPERTIES
                                                                                                
                                                                                            OCCUPANCY AS OF
                                                                                                12/31/98
                                                                                          ----------------------

                                     FREE
                                   STANDING   TENANT             TOTAL          TENANT       BASED   BASED  TENANT  OWNER-
                          PROPERTY STORES(2) SHOPS(3) ANCHORS   GLA(4)   GLA(5)  OWNED      ON TOTAL   ON     SHOP    SHIP
   PROPERTY      LOCATION  TYPE(1) (SQ. FT.)(SQ. FT.)(SQ. FT.)(SQ. FT.)(SQ. FT.)(SQ. FT.)     GLA     GLA    SPACE  TYPE(6) ANCHORS
---------------  -------- -------- --------- -------- -------- --------- -------- --------- -------- ------ ------- ------ --------
<S>             <C>      <C>      <C>       <C>      <C>      <C>       <C>      <C>         <C>     <C>    <C>     <C>  <C>      
REGIONAL MALLS
Utah
-----
Cache Valley
 Mall(7)          Logan      RM       30,120   96,551  182,889   309,560  307,060   2,500      92.2%   92.2%  75.1%  Fee  JCPenney,
                                                                                                                          ZCMI,
                                                                                                                          Lamonts,
                                                                                                                          C-A-L
                                                                                                                          Ranch

Cottonwood Mall   Salt       RM       53,300  320,382  379,508   753,190  753,190      --      91.6%   91.6%  80.3% Fee/ JCPenney,
(7)               Lake                                                                                              GL(8)ZCMI
                  City

Provo Towne       Provo      RM        9,564  238,149  475,653   723,366  387,847 335,519(9)   92.7%   86.5%  77.9% Fee   Dillard's,
 centre                                                                                                                   JCPenney,
                                                                                                                          Sears
Red Cliffs Mall   St.        RM       12,500   90,872  277,057   380,429  266,158 114,271(10)  97.9%   97.0%  91.3% Fee   JCPenney,
(7)               George                                                                                                  Sears,
                                                                                                                          ZCMI,
                                                                                                                          Wal-
                                                                                                                          Mart

IDAHO
------
Boise Town
Square (7)        Boise      RM       84,418  392,422  694,382 1,171,222  589,585 581,637(11)  98.0%   95.9%  93.9% Fee/  JCPenney,
                                                                                                                    GL(12)Dillard's,
                                                                                                                          Sears,
                                                                                                                          The
                                                                                                                          Bon
                                                                                                                          March<e'>,
                                                                                                                          Mervyn's
Grand Teton Mall  Idaho      RM       29,089  172,047  323,925   525,061  519,441   5,620      95.3%   95.3%  85.7%  Fee  JCPenney,
                  Falls                                                                                                   Sears,
                                                                                                                          ZCMI,
                                                                                                                          The
                                                                                                                          Bon
                                                                                                                          March<e'>

Pine Ridge Mall   Pocatello  RM       25,818  148,908  437,987   612,713  501,213 111,500(13)  96.9%   96.3%  87.4% Fee/GL
(7)                                                                                                                 (14)  JCPenney,
                                                                                                                          ZCMI,
                                                                                                                          The
                                                                                                                          Bon
                                                                                                                          March<e'>,
                                                                                                                          Sears,
                                                                                                                          ShopKo

Silver Lake Mall  Coeur      RM       20,090   97,266  217,493   334,849  327,913   6,936      98.7%   98.7%  95.5% Fee   JCPenney,
(7)               d'Alene                                                                                                 Sears,
                                                                                                                          Emporium,
                                                                                                                          Lamonts

WASHINGTON
-----------
NorthTown Mall    Spokane    RM           --  408,671  541,209   949,880  707,488 242,392(15)  90.8%   87.7%  78.7% Fee   JCPenney,
(7)                                                                                                                       Sears,
                                                                                                                          Mervyn's,
                                                                                                                          The
                                                                                                                          Bon
                                                                                                                          March<e'>,
                                                                                                                          Emporium

Spokane Valley    Spokane    RM       66,066  274,236  369,875   710,177  467,909 242,268(16)  92.8%   89.0%  81.3% Fee  JCPenney,
Mall (7)                                                                                                                 Sears,
                                                                                                                         The
                                                                                                                         Bon
                                                                                                                         March<e'>

Three Rivers
Mall (7)          Kelso      RM      199,623  126,687  188,076   514,386  345,579 168,807(17)  96.1%   94.2%  84.2% Fee  JCPenney,
                                                                                                                         Sears,
                                                                                                                         The
                                                                                                                         Bon
                                                                                                                         March<e'>,
                                                                                                                         Emporium

OREGON
-------
Salem Center       Salem     RM       45,000  168,206  438,000   651,206  213,206 438,000(18)  94.9%   84.4%  80.2% Fee/
                                                                                                                  GL(19) JCPenney,
                                                                                                                         Nordstrom,
                                                                                                                         Mervyn's,
                                                                                                                         Meier
                                                                                                                         &
                                                                                                                         Frank

</TABLE>

<PAGE> 4

<TABLE>
<CAPTION>
                             RETAIL PROPERTIES (continued)
                                                                                                
                                                                                             OCCUPANCY AS OF
                                                                                                12/31/98
                                                                                         -----------------------

                                     FREE                                    
                                   STANDING   TENANT              TOTAL            TENANT     BASED   BASED  TENANT OWNER-
                          PROPERTY STORES(2) SHOPS(3) ANCHORS    GLA(4)    GLA(5)   OWNED   ON TOTAL   ON     SHOP   SHIP
   PROPERTY      LOCATION  TYPE(1) (SQ. FT.)(SQ. FT.)(SQ. FT.) (SQ. FT.) (SQ. FT.)(SQ. FT.)    GLA     GLA   SPACE  TYPE(6) ANCHORS
---------------  -------- -------- --------- -------- -------- --------- --------- -------   ------- ------ ------- ------ --------
<S>             <C>       <C>     <C>        <C>      <C>      <C>       <C>       <C>        <C>    <C>    <C>     <C>   <C>      
REGIONAL MALLS
(CONTINUED)
WYOMING
----------
Eastridge Mall    Casper    RM       17,500   264,429   289,796   571,725   495,842 75,883(20)  92.1%  90.9%  82.9%  Fee   JCPenney,
                                                                                                                           Target,
                                                                                                                           Sears,
                                                                                                                           The
                                                                                                                           Bon
                                                                                                                           March<e'>

White Mountain    Rock      RM       26,025   105,962   208,452   340,439   340,439        --   76.3%  76.3%  74.8%  Fee   JCPenney,
Mall (7)          Springs                                                                                                  Her-
                                                                                                                           bergers,
                                                                                                                           Wal-
                                                                                                                           Mart

NEW MEXICO
-----------
Animas Valley     Farming-  RM       33,000   221,946   271,155   526,101   466,763 59,338(20)  88.5%  87.0%  72.7%  Fee   JCPenney,
Mall              ton                                                                                                      Sears,
                                                                                                                           Dil-
                                                                                                                           lards's,
                                                                                                                           Beall's,
                                                                                                                           (21)

North Plains
Mall (7)           Clovis    RM      19,076    81,416   195,431   295,923   292,803     3,120   63.1%  62.7%  83.6%  Fee   JCPenney,
                                                                                                                           Sears,
                                                                                                                           Beall's,
                                                                                                                           (22)

CALIFORNIA
-----------
Visalia Mall      Visalia    RM       8,510   174,317   257,000   439,827   439,827        --   97.2%  97.2%  93.0%  Fee   JCPenney,
                                   -------- --------- --------- --------- --------- --------- ------- ------ ------        Gotts-
                                                                                                                           chalk's
                                                                                                                     
Subtotal
Regional Malls                      679,699 3,382,467 5,747,888 9,810,054 7,422,263 2,387,791  92.68%  90.32% 83.19%
                                    ======= ========= ========= ========= ========= ========= ======  ====== ======
COMMUNITY
CENTERS
UTAH
-----
Bank One          Nephi     FR        3,590        --        --     3,590    3,590         --  100.0% 100.0%    --   Fee   None

Cottonwood
 Square           Salt      CC           --    35,467    41,612    77,079   77,079         --   90.9%  90.9%  80.2%  Fee/  Albert-
                  Lake                                                                                               GL    sons
                  City

Fort
Union Plaza       Salt      CC       33,190        --        --    33,190   33,190         --  100.0% 100.0%    --    GL   None
                  Lake
                  City

Gateway Crossing  Bount-    CC       35,620    65,932   174,047   275,599  145,639 129,960(13)  99.6%  99.2%  98.2%   Fee  Ernst
                  iful                                                                                                     Home
                                                                                                                           Center
                                                                                                                           (23),
                                                                                                                           ShopKo,
                                                                                                                           TJ
                                                                                                                           Maxx

North Temple      Salt      CC          --     10,085        --    10,085   10,085      --(24) 100.0% 100.0% 100.0%   Fee  Albert-
 Shops            Lake                                                                                                     sons,
                  City                                                                                                     Rite-
                                                                                                                           Aid
Orem Plaza-
Center Street     Orem      CC      15,491     18,814    62,420    96,725   91,125      5,600   97.0%  96.8%  84.6%   Fee  Savers,
                                                                                                                           Showbiz
                                                                                                                           Pizza

Orem Plaza-
State Street      Orem      CC       8,045     19,057        --    27,102   27,102      --(25)  92.9%  92.9%  90.0%   Fee  Rite
                                                                                                                           Aid

Plaza 9400        Sandy     CC      34,510     55,445   136,745   226,700  226,700         --  100.0% 100.0% 100.0%    GL  Albert-
                                                                                                                           sons,
                                                                                                                           Fred
                                                                                                                           Meyer
Red Cliffs
Plaza             St.       CC      20,023         --    46,626    66,649   57,322      9,327   30.0%  18.7%    --    Fee  (22)
                  George

River Pointe      West      CC      18,522     56,120   135,707   210,349   56,120 154,229(26)  97.1%  89.3%  89.3%  Fee   Albert-
                                                                                                                           sons,
                                                                                                                           ShopKo
Riverside Plaza   Provo     CC      10,050     11,363   156,454   177,867  174,867      3,000   99.0%  99.0%  84.8%  Fee   Macey's,
                                                                                                                           Rite
                                                                                                                           Aid,
                                                                                                                           Mac
                                                                                                                           Frugals

University        Orem      CC      33,401     38,551   128,091   200,043  199,143        900  100.0% 100.0% 100.0%  Fee   Burling-
Crossing                                                                                                                   ton,
                                                                                                                           Coat(27),
                                                                                                                           Office
                                                                                                                           Max(28),
                                                                                                                           CompUSA

</TABLE>
<PAGE> 5

<TABLE>
<CAPTION>
                             RETAIL PROPERTIES (continued)
                                                                                                
                                                                                            OCCUPANCY AS OF
                                                                                                12/31/98
                                                                                         -----------------------

                                    FREE
                                  STANDING  TENANT              TOTAL             TENANT    BASED   BASED  TENANT OWNER-
                         PROPERTY STORES(2) SHOPS(3) ANCHORS    GLA(4)   GLA(5)    OWNED   ON TOTAL  ON     SHOP   SHIP
   PROPERTY      LOCATION  TYPE(1)(SQ. FT.)(SQ. FT.)(SQ. FT.) (SQ. FT.)(SQ. FT.) (SQ. FT.)   GLA     GLA    SPACE TYPE(6) ANCHORS
---------------  -------- ------- ------- --------- --------  --------- --------  --------- -------- ------ ----- ------ ----------
<S>             <C>       <C>    <C>     <C>       <C>       <C>        <C>       <C>        <C>    <C>    <C>    <C>   <C>        
COMMUNITY                 
CENTERS
(CONTINUED)
IDAHO
-----
Alameda Plaza    Pocatello   CC    19,049    27,346   143,946    190,341   190,341         -- 100.0% 100.0% 100.0% Fee  Albert-
                                                                                                                        sons,
                                                                                                                        Fred Meyer
                                                                                                                         
Baskin Robbins    Idaho      FR     1,761        --        --      1,761     1,761         -- 100.0% 100.0%    --  Fee  None
17th Street       Falls 

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

Boise Towne
 Plaza            Boise      CC        --        --    91,534     91,534    91,534         -- 100.0% 100.0%    --  Fee  Circuit
                                                                                                                        City,
                                                                                                                        Linens' n
                                                                                                                        Things,
                                                                                                                        Old
                                                                                                                        Navy

Twin Falls        Twin       CC        --    37,680        --     37,680    37,680         -- 100.0% 100.0%    --  Fee  None(30)
Crossing          Falls

Yellowstone       Idaho      CC    16,865    36,923   166,733    220,521   218,721      1,800  86.3%  86.2%  55.8% PI   Albert-
Square            Falls                                                                                            (31) sons,
                                                                                                                        Fred
                                                                                                                        Meyer
                                                                                                                        (32)

OREGON
------
Bailey Hills      Eugene     CC    12,000    11,895   155,000    178,895    11,895 167,000(33)100.0% 100.0% 100.0% Fee  Safeway,
Plaza                                                                                                                   ShopKo

Division
 Crossing        Portland    CC     2,589    24,091    67,960     94,640    92,051      2,589  97.1%  97.0%  88.6% Fee  Thirtfway,
                                                                                                                        Rite
                                                                                                                        Aid

Halsey Crossing   Gresham    CC     7,267    23,071    52,764     83,102    83,102         --  97.4%  97.4%  90.7% GL   Safeway

NEVADA
-------
Fremont Plaza     Las        CC     6,542    19,643    77,348    103,533   103,533         -- 100.0% 100.0% 100.0% GL   Smith's
                  Vegas                                                                                                 Food &
                                                                                                                        Drug,
                                                                                                                        Sav-On
                                                                                                                        Drug

Plaza 800         Sparks     CC     5,985    21,821   139,607    167,413   167,413         --  97.0%  97.0%  77.2% GL   Albert-
                                                                                                                        sons,
                                                                                                                        ShopKo
COLORADO
---------
Austin Bluffs     Colorado   CC     9,447    35,859    71,543    116,849    78,902  37,947(34)100.0% 100.0% 100.0% Fee  Albert-
Plaza             Springs                                                                                               sons,
                                                                                                                        Longs    
                                                                                                                        Drug
ARIZONA
-------
Fry's Shopping    Glendale   CC     8,564    38,781    71,919    119,264   119,264         --  96.3%  96.3%  88.6% Fee  Fry's
Plaza                                                                                                                   Foods


Woodlands
 Village         Flagstaff   CC     4,020    43,380   146,898    194,298    91,858 102,440(10) 98.5%  96.8%  93.2% Fee  Bashas',
                                                                                                                        Wal-
                                                                                                                        Mart

CALIFORNIA
----------
Anaheim Plaza     Anaheim    CC    10,000        --    67,433     77,433    77,433         --  93.5%  93.5%    --  PI
                                                                                                                   (35) (22)
                                  ------- --------- --------- ---------- --------- ---------- -----  -----  -----             
Total
 Community
 Centers                          316,531   631,324 2,242,851  3,190,706 2,575,914    614,792  96.25% 95.35% 90.84%
                                  ------- --------- --------- ---------- --------- ---------- ------ ------ ------
Total Retail
 Properties                       996,230 4,013,791 7,990,739 13,000,760 9,998,177  3,002,583  93.55% 91.62% 84.33%
                                  ======= ========= ========= ========== ========= ========== ====== ====== ======    
</TABLE>

<PAGE> 6
                             RETAIL PROPERTIES (continued)

---------------------------------------------------
(1)Property  type  definitions  are  as  follows:  Regional Mall--RM, Community
   Centers--CC, Free-standing Retail Properties--FR.
(2)Freestanding stores means leasable buildings or other  structures located on
   a property which are not physically attached to a mall or community center.
(3)Tenant shops means non-anchor retail stores located in a  mall  or community
   center.
(4)Represents   Operating  Partnership-owned  leasable  area  and  tenant-owned
   leasable area within the Properties.
(5)Represents Operating Partnership-owned leasable area within the Properties.
(6)Ownership  type   definitions  are  as  follows:   Fee,  Groundlease-GL  and
   Partnership Interest-PI.
(7)Secured Property as of December 31, 1998.
(8)The Operating Partnership owns a ground lease on one-half acre.
(9) Tenant-owned space at this property includes Dillard's and Sears.
(10)   Tenant-owned space at this Property includes Wal-Mart.
(11)   Tenant-owned space  at this Property includes Dillard's, JCPenney, Sears
       and Mervyn's.
(12)   The Operating Partnership owns a ground lease on two acres.
(13)   Tenant owned space at this Property includes ShopKo.
(14)   The Operating Partnership  owns  two  ground leases on 7.3 acres and 1.2
       acres.
(15)   Tenant-owned space at this property includes Sears and Mervyn's.
(16)   Tenant-owned  space  at  this  property  includes   Sears  and  The  Bon
       March<e'>.
(17)   Tenant-owned space at this property includes Target and Top Foods.
(18)   Tenant-owned  space  at  this  property  includes  JCPenney,   Mervyn's,
       Nordstrom and Meier and Frank.
(19)   The Operating Partnership owns seven ground leases comprising a total of
       1.58 acres and 2.35 acres in fee.
(20)   Tenant-owned space at this Property includes Target.
(21)   Tenant-owned  space at this Property includes property owned by a  third
       party that is vacant.
(22)   Anchor space is vacant as of December 31, 1998.
(23)   Ernst Home Center  has  filed  for  protection  under  the United States
       Bankruptcy Code ("Bankruptcy Code") but continues to be  responsible for
       lease  payments and at December 31, 1998 was still paying rent  pursuant
       to the terms of the lease and the Bankruptcy Code.
(24)   Tenant-owned space at this Property includes Albertsons and Rite Aid.
(25)   Tenant-owned space at this Property includes Rite Aid.
(26)   Tenant-owned space at this Property includes Albertsons and ShopKo.
(27)   The Operating Partnership's lease is with Fred Meyer which subleases the
       Property space to Burlington Coat.
(28)   The Operating Partnership's lease is with Fred Meyer which subleases the
       space to  Burlington  Coat.   33.6%  of  the  space  represented  by the
       Burlington Coat sublease is further subleased to Office Max.
(29)   The  Operating  Partnership's  ownership  represents a 73.3% partnership
       interest in the current fee holder of the property.
(30)   The  Operating Partnership's lease subleases  the  Property  to  several
       other retailers.
(31)   The Operating  Partnership's  ownership  represents  a 83.5% partnership
       interest in the current fee holder of the Property.
(32)   Fred Meyer is paying rent but not occupying the space.   The  lease ends
       in November 2002.
(33)   Tenant-owned space at this property includes Safeway and ShopKo.
(34)   Tenant-owned space at this Property includes Longs Drugs.
(35)   The   Operating   Partnership's  ownership  interest  represents  a  50%
       partnership interest in the current ground lease holder of the Property.



<PAGE> 7 

<TABLE>
<CAPTION>
                                                       COMMERCIAL PROPERTIES

                                                                                                     OCCUPANCY
                                                                    PROPERTY             GLA          BASED ON        OWNERSHIP
             PROPERTY                         LOCATION              TYPE (1)          (SQ. FT.)         GLA             TYPE
----------------------------               ---------------          --------         ---------       -----------      ----------
<S>                                       <C>                      <C>               <C>             <C>             <C>
UTAH
-----
Price Business Center-Pioneer              Salt Lake City              BP              497,892          79.00%              Fee
Square
Price Business Center-South Main           Salt Lake City              BP              112,963          82.65%              Fee
Price Business Center-Timesquare           Salt Lake City              BP              289,423          94.22%              Fee
Sears-Eastbay                                   Provo                  CP               48,880         100.00%              Fee
Price Business Center-Commerce            West Valley City             BP              393,360          89.75%              Fee
Park

IDAHO                                           
-----
Boise/FSB Plaza                               Boise                    CP               11,058          38.55%              Fee
                                                                                    ----------       ----------
                                                                                     1,353,576          86.11%
                                                                                    ==========       ==========

</TABLE>
(1) Property type definitions  are  as  follows:  Business Park--BP, Commercial
Property--CP.


SIGNIFICANT PROPERTIES

      Boise Towne Square contributed in excess  of  10%  of the Company's total
rental revenue (i.e. minimum rents plus percentage rents "Rental Revenue")  for
the year ended December 31, 1998.  Additionally, NorthTown  Mall,  comprised in
excess  of 10% of the book value of Company assets for the year ended  December
31, 1998.   Certain  additional information relating to these Properties is set
forth below.

BOISE TOWNE SQUARE

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

      The Company completed in August 1998, a 294,804 square foot expansion  of
Boise  Towne  Square.   The  project added 186,500 square feet of Total GLA for
Dillard's (a new anchor tenant),  approximately  44,900  square feet of GLA for
the   expansion   of  The  Bon  March<e'>  (an  existing  anchor  tenant)   and
approximately 63,000 square feet of GLA for additional shops.

      The  Company  leases  approximately  two  acres  which  is  utilized  for
perimeter parking and  landscaping  from  Union  Pacific  Railroad Company on a
year-to-year basis from December 1 to November 30 at a current  rental  rate of
$25,000  per  year.  Boise Towne Square is part of the collateral securing  the
Mortgage Debt and  the Company believes it is adequately insured.  Depreciation
is taken utilizing the straight line method over 40 years with a net book basis
of approximately $44,720,000, $31,301,000 and $32,543,000 at December 31, 1998,
1997 and 1996, respectively.   It  is  the Company's policy to renovate, expand
and upgrade as warranted by market conditions.

<PAGE> 8

        As of December 31, 1998, 1997 and  1996,  Boise Towne Square was 98%,98%
and 99% occupied, respectively, with an average annual  rent  for  shop tenants
per  square  foot  of  $17.90,  $18.40 and $18.06 for the years ended on  those
respective dates.  Its major tenants occupying 10% or more of Total GLA are all
department  stores  and include JCPenney,  Dillard's  and  The  Bon  March<e'>.
JCPenney and Dillard's  own  their  own land and buildings and are subject to a
Construction, Operation and Reciprocal Easement Agreement that expires in 2078,
while The Bon March<e'>'s lease is for  a  term  of 20 years, expiring in 2008,
with two 20-year extension options.

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

<TABLE>
<CAPTION>

                                                                                  AVERAGE                PERCENTAGE OF GLA  
                                                             Annualized          ANNUALIZED         Represented by     Expiring
                                                                                                --------------------------------
                              Number      APPROXIMATE       Base Rent        Base Per Square       Assuming No      Assuming Full
Lease Expiration             of Leases       GLA               Under            Foot Under          Exercise of       Exercise of
Year Ending December 31,      Expiring    SQUARE FEET      Expiring Leases  Expiring Leases(1)  Renewal Options   Renewal Options
-------------------------    ----------   -----------      ---------------  -----------------   ---------------   --------------- 
<S>                         <C>           <C>              <C>             <C>                 <C>                <C>
1999.............                   20      36,953         $     768,085           $20.79               6.27%          5.25%
2000.............                   29      58,610             1,160,248            19.80               9.94%          7.55%
2001.............                   14      30,771               605,790            19.69               5.22%          4.40%
2002.............                    9      15,550               238,772            15.36               2.64%          1.53%
2003.............                   19      30,046               747,274            24.87               5.10%          4.81%
2004.............                    8      31,648               544,322            17.20               5.37%          2.88%
2005.............                    3       9,793               180,922            18.47               1.66%          1.66%
2006.............                    7      19,541               362,979            18.58               3.31%          2.29%
2007.............                    4       9,249               227,900            24.64               1.57%          1.57%
2008.............                   20     212,245             1,982,388             9.34              36.00%          5.20%
2009 and thereafter                 16      58,682             1,262,369            21.51               9.95%          7.13%
-------------------------    ----------   -----------                                           ---------------   --------------- 
Total  ..........                  149     513,088                                                     87.03%         44.27%
                             ==========   ===========                                           ===============   ===============   
</TABLE>

(1) Excludes tenants paying percentage rents in lieu of minimum rents.

<PAGE> 9
 
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, 1998,  the  mall  was  90.8%  leased.   Its  major  tenants
occupying  10%  or  more  of  Total  GLA  are all department stores and include
JCPenney and Sears.  Sears owns its own land  and buildings and is subject to a
Construction, Operation and Reciprocal Easement Agreement that expires in 2040,
while  JCPenney's lease is for a term of 20 years,  expiring  in 2011 with six,
five-year extension options.

      NorthTown  Mall is collateral securing a first mortgage used to  purchase
the  mall.  The balance  at  December  31,  1998  on  the  first  mortgage  was
$84,277,000.  Depreciation  is taken utilizing the straight line method over 40
years with a net book basis of  approximately $126,126,000. It is the Company's
policy to renovate, expand and upgrade as warranted by market conditions.

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

<TABLE>
<CAPTION>
                                                                              AVERAGE                 PERCENTAGE OF GLA
                                                         Annualized         ANNUALIZED         Represented by   Expiring Leases
                                                                                           ---------------------------------------
                             Number       APPROXIMATE     Base Rent       Base Per Square      Assuming No       Assuming Full
Lease Expiration            of Leases         GLA           Under           Foot Under         Exercise of        Exercise of
Year Ending December 31,    Expiring        SQUARE        Expiring        Expiring Leases    Renewal Options        Renewal
                                             FEET          Leases               (1)                                 Options
------------------------    ----------    -----------    -----------      ---------------  -----------------   ------------------- 
<S>                       <C>            <C>            <C>              <C>                  <C>              <C>

1999.............                   5         5,928      $  175,837         $   29.66               0.84%                0.69%
2000.............                  11        17,361         418,674             24.12               2.45%                2.45%
2001.............                  22        26,886         895,607             33.31               3.80%                3.70%
2002.............                  29       106,948       2,259,207             21.12              15.12%               15.12%
2003.............                  16        23,212         673,330             29.01               3.28%                3.28%
2004.............                  13        36,087         911,334             25.25               5.10%                5.10%
2005.............                  11        17,214         589,340             34.24               2.43%                2.43%
2006.............                  10        21,366         679,232             31.79               3.02%                3.02%
2007.............                  11        34,884         903,233             25.89               4.93%                4.93%
2008.............                   2         3,957          97,500             24.64               0.56%                0.56%
2009 and thereafter                 6       301,404       1,751,788              5.81              42.60%                0.37%
------------------------    ----------    -----------                                      ------------------   ------------------ 
Total  ..........                 136       595,247                                                84.13%               41.65%
                            ==========    ===========                                      ===================  ================== 
</TABLE>
------------------------
(1) Excludes tenants paying percentage rents in lieu of minimum rents.

<PAGE> 10

THE COMPANY'S LARGEST TENANTS

      Large stores (over 20,000 square  feet  per  store)  occupy  57.5% of the
Total GLA of the Company's regional malls and community centers.  The Company's
largest  tenants   include JCPenney, Sears, The Bon March<e'>, ZCMI, Dillard's,
Wal-Mart,  Mervyns,  Meir   &   Frank,   The  Emporium,  Gottschalk's,  ShopKo,
Albertsons, Fred Meyer and Burlington Coat.   No  tenant  represented more than
4.05%  of the Company's total Rental Revenues for the year ended  December  31,
1998.

      ANCHORS

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

      Anchor  tenants  in  the  regional  malls  are  JCPenney,  Sears, The Bon
March<e'>,  ZCMI,  Dillard's, Wal-Mart, Mervyn's, Meier & Frank, The  Emporium,
Gottschalk's, ShopKo,  Lamonts,  Target and Nordstrom.  Anchors in the regional
malls occupy 58.6% of Total GLA of  the  regional  malls.   The following table
summarizes  the  Total GLA owned and leased as of December 31,  1998  by  these
anchors:

<TABLE>
<CAPTION>
                                                                                                                        COMPANY-
                                      NUMBER OF                                                                          OWNED
                                       ANCHOR          COMPANY-         ANCHOR-         ANCHOR         PERCENT          ANCHORS
                                       STORES            OWNED           OWNED         TOTAL GLA      TOTAL GLA         AS % OF
            ANCHOR                                      SQUARE          SQUARE          SQUARE                        REVENUE (1)
                                                         FEET            FEET            FEET
-------------------------     ------------------     -----------     -----------     -----------     ------------   ------------- 
<S>                           <C>                   <C>             <C>            <C>            <C>              <C>
JCPenney                                 17            1,203,754         243,591       1,447,345        10.08%           4.05%
Sears                                    12              546,847         513,776       1,060,623         7.39%           2.77%
The Bon March<e'>                         7              499,846         120,420         620,266         4.32%           2.95%
ZCMI                                      5              562,754              --         562,754         3.92%           2.01%
Dillard's                                 3               72,212         387,630         459,842         3.20%              *
Wal-Mart                                  3               86,944         210,128         297,072         2.07%              *
Mervyn's                                  3                   --         241,560         241,560         1.68%             --
Meier & Frank                             1                   --         183,500         183,500         1.28%             --
The Emporium                              3              153,003              --         153,003         1.07%              *
Gottschalk's                              1              150,000              --         150,000         1.04%              *
ShopKo                                    1                   --         111,500         111,500         0.78%             --
Lamonts                                   2               80,953              --          80,953         0.56%              *
Target                                    1                   --          75,883          75,883         0.53%             --
Nordstrom                                 1                   --          72,000          72,000         0.50%             --
</TABLE>
-------------------------------
*    Less than 1%
(1)  Revenue defined as minimum rents plus percentage rents

<PAGE> 11
          
  Anchor tenants occupying  the  greatest  amount of Total GLA in the Company's
community centers are ShopKo, Albertsons, Fred Meyer, Burlington Coat, Safeway,
Wal-Mart,  Rite  Aid  and Macey's.  Anchors in  the  community  centers  occupy
approximately 70.2% of Total GLA of the community centers.  The following table
summarizes the Total GLA  owned  and  leased  as  of December 31, 1998 by these
anchors:

<TABLE>
<CAPTION>


                                        NUMBER          COMPANY-        ANCHOR-OWNED         ANCHOR      PERCENT      COMPANY-
                                       OF ANCHOR          OWNED          SQUARE FEET        TOTAL GLA   TOTAL GLA       OWNED
             ANCHOR                     STORES         SQUARE FEET                           SQUARE                    ANCHORS
                                                                                              FEET                     AS % OF
                                                                                                                      REVENUE (1)
--------------------------           ------------     ------------     -------------    ------------  ------------  -----------
<S>                                  <C>               <C>             <C>              <C>          <C>           <C>        

ShopKo ................                    4             104,000           297,140           401,140        2.79%           *
Albertsons ............                    8             269,098            41,407           310,505        2.16%           *
Fred Meyer ............                    3             309,944                --           309,944        2.16%           *
Burlington Coat (2) ...                    2             174,248                --           174,248        1.21%           *
Safeway................                    2              52,764            53,000           105,764        0.74%           *
Wal-Mart...............                    1                  --           102,440           102,440        0.71%          --
Rite Aid  .............                    2              70,583                --            70,583        0.49%           *
Macey's ...............                    1              59,350                --            59,350        0.41%           *
</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,   San   Francisco  Music  Box,
Colorado),  Limited  Group  (Lane  Bryant,  Lerner,  Limited, Limited  Express,
Victoria's  Secret, Bath & Body Works, Structure, Ambercrombie  &  Fitch),  The
Buckle, Eddie  Bauer,  Zales  Corporation, Gymboree, Lenscrafters, Disney, Fred
Meyer Jewelers, Millers Outpost,  Waldenbooks,  B.  Dalton Bookseller, Barnes &
Noble, Gap Stores Inc. (Gap, Gap Kids, Baby Gap, Gap  Body,  Banana  Republic),
General  Mills  (Olive  Garden,  Red  Lobster),  Deb  Shops, Regis, Jay Jacobs,
Maurices, Famous Footwear, Pearle Vision, Radio Shack,  Kay  Bee Toys, Claire's
Boutique,  Schubach  Jewelers,  Helzberg, Ben Bridge, Camelot Music,  Musicland
(Sam Goody, Musicland, Sun Coast  Pictures),  Sole  Outdoors, Finish Line, Foot
Action,  Anne Taylor, Natural Wonders, Hallmark, American  Greetings,  Contempo
Casuals, Payless Shoesource, Ritz Camera, Motherhood Maternity and GNC.

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 the  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, 1998,  1997  and 1996, such percentage
and   overage   rents  accounted  for  approximately  5.4%,  6.1%   and   7.2%,
respectively, of  total  rental income from the Properties owned by the Company
during such periods.       

<PAGE> 12
         
      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                         1998                1997                1996               1995              1994
---------------------------------        ------------        -------------       -------------      ------------      ------------ 
                                                                          (Dollars in thousands)
<S>                                     <C>                 <C>                 <C>                <C>               <C>   
Regional Malls................           $    62,673         $    44,005         $    36,286         $   29,299         $   24,860
Community Centers and
 Free-Standing Retail Properties              14,718              13,192              13,591             12,173             10,658
Commercial Properties.........                 6,548               6,323               6,631              5,633              4,929
                                         ------------        -------------       -------------      ------------      ------------ 
Total.........................           $    83,939         $    63,520         $    56,508         $   47,105         $   40,447
                                         ============        =============       ============       ============      ============
</TABLE>

VACANT SPACE

     Approximately 1,026,000  square feet, or 7.15%, of Total GLA was vacant as
of December 31, 1998.  Of this  vacant space, approximately 718,000 square feet
was in the regional mall portfolio  (21% of which is anchor and 79% of which is
mall shop space), 120,000 square feet was in the community center portfolio and
188,000 square feet was in the commercial portfolio.

     The following tables set forth information  relating  to lease expirations
for  retail  stores  in  the regional malls and community centers  as  well  as
commercial property leases in effect as of December 31, 1998, over the ten-year
period commencing January  1, 1999 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, 1998.

<PAGE> 13

<TABLE>
<CAPTION>
                                                     Regional Malls
                                                  Lease Expirations for
                                      Retail Store Leases (over 20,000 square feet)

          LEASE EXPIRATION                    NUMBER OF            APPROXIMATE         ANNUALIZED             AVERAGE
             YEAR ENDING                       LEASES                GLA IN               BASE            ANNUALIZED BASE
            DECEMBER 31,                      EXPIRING             SQUARE FEET         RENT UNDER         RENT PER SQUARE
                                                                                        EXPIRING            FOOT UNDER
                                                                                         LEASES              EXPIRING
                                                                                                             LEASES(1)
--------------------------------      -------------------       -----------------    --------------       ----------------
<S>                                  <C>                      <C>                  <C>                   <C>
1999                                                    2              73,986       $      218,487                 $2.95
2000                                                   --                  --                   --                    --
2001                                                    5             272,458              791,332                  2.90
2002                                                    3             127,597              642,998                  5.04
2003                                                    3             106,613              330,302                  3.10
2004                                                    3             291,298              663,001                  2.28
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 and thereafter                                    28           2,372,049           10,675,993                  4.50
                                       -------------------       -----------------    
Total                                                  48           3,475,043
                                       ===================       =================         
</TABLE>



<TABLE>
<CAPTION>
                                                          Regional Malls
                                                       Lease Expirations for
                                         Retail Store Leases (20,000 square feet or less)

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

1999                                                          113          181,346            $ 3,081,739          $       16.99
2000                                                          158          301,621              5,161,646                  17.11
2001                                                          136          249,115              4,098,901                  16.45
2002                                                          132          296,556              5,302,230                  17.88
2003                                                          110          236,738              4,208,747                  17.78
2004                                                           81          227,827              4,196,402                  18.42
2005                                                           68          149,676              3,407,675                  22.77
2006                                                           59          144,845              3,293,996                  22.74
2007                                                           88          204,671              4,907,566                  23.98
2008 and thereafter                                           189          643,782             12,182,991                  18.92
                                                     ------------       --------------    
Total                                                       1,134        2,636,177
                                                     ============       ==============
 </TABLE>
 ---------------------------
(1)  Excludes tenants paying percentage rents in lieu of minimum rents.

<PAGE> 14
                                                      

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

-----------------------------------------          -------------           ------------      --------------         -------------
<S>                                               <C>                   <C>                <C>                    <C>
1999                                                          --                    --       $         --         $            --
2000                                                           3               119,045            406,579                    3.42
2001                                                           4               323,260            749,011                    2.32
2002                                                           2               133,861            343,645                    2.57
2003                                                           6               246,867            751,486                    3.04
2004                                                           2               129,525            287,956                    2.22
2005                                                          --                    --                 --                      --
2006                                                           1                37,680            122,460                    3.25
2007                                                           2                90,960            120,000                    1.32
2008 and thereafter                                           17               659,771          4,675,462                    7.09
-----------------------------------------          -------------           -----------      
Total                                                         37             1,740,969
                                                   =============           ===========
</TABLE>

<TABLE>
<CAPTION>
                                                         COMMUNITY CENTERS
                                                       Lease Expirations for
                                         Retail Store Leases (20,000 square feet or less)
                                                                                               ANNUALIZED              AVERAGE
                                                     NUMBER OF                                    BASE             ANNUALIZED BASE
             LEASE EXPIRATION                         LEASES              APPROXIMATE          RENT UNDER          RENT PER SQUARE
                YEAR ENDING                          EXPIRING               GLA IN              EXPIRING             FOOT UNDER
               DECEMBER 31,                                               SQUARE FEET            LEASES               EXPIRING
                                                                                                                      LEASES(1)
----------------------------------------            -----------         --------------      --------------      ----------------
<S>                                               <C>                  <C>                 <C>                  <C>
1999                                                          41             100,756          $ 1,076,535            $  10.68
2000                                                          43              93,564            1,007,886               10.77
2001                                                          53             125,430            1,309,348               10.44
2002                                                          28              94,107              807,108                8.58
2003                                                          25              95,713            1,118,911               11.69
2004                                                           7              27,761              305,999               11.02
2005                                                           4              15,826              165,217               10.44
2006                                                           5              24,986              296,335               11.86
2007                                                           3               9,363              114,750               12.26
2008 and thereafter                                           13              53,885            1,292,858               23.99
                                                     -----------        -------------
Total                                                        222             641,391
                                                     ===========     ================
</TABLE>

(1)  Excludes tenants paying percentage rents in lieu of minimum rents.

<PAGE> 15

<TABLE>
<CAPTION>
                                                       Lease Expirations for
                                                       Commercial Properties
                                                                                               ANNUALIZED              AVERAGE
                                                       NUMBER OF                                  BASE             ANNUALIZED BASE
               LEASE EXPIRATION                         LEASES            APPROXIMATE          RENT UNDER          RENT PER SQUARE
                  YEAR ENDING                          EXPIRING             GLA IN              EXPIRING             FOOT UNDER
                 DECEMBER 31,                                             SQUARE FEET            LEASES               EXPIRING
                                                                                                                      LEASES(1)
--------------------------------------------          -----------      ---------------       ---------------       --------------
<S>                                                  <C>              <C>                    <C>                  <C>            
1999                                                           14           201,730            $ 1,023,036                 $5.07
2000                                                           12           362,289              1,944,174                  5.37
2001                                                            8            57,920                309,550                  5.34
2002                                                            9           167,186              1,171,248                  7.01
2003                                                            6           185,127              1,056,971                  5.71
2004                                                            2            72,880                360,691                  4.95
2005                                                           --                --                     --                    --
2006                                                           --                --                     --                    --
2007                                                           --                --                     --                    --
2008 and thereafter                                             2            82,829                428,558                  5.17
--------------------------------------------          -----------      ---------------       
Total                                                          53         1,129,961
                                                      ===========      ===============           
</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, 1998,  the  Company  had  359  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
and offers an opportunity for entrepreneurial individuals interested in opening
stores on a more permanent basis within one of the Company's Properties.

      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> 16

ACQUISITION

      On August 6, 1998, the Company through a consolidated  partnership, which
has  a wholly-owned subsidiary of the Company as a 1% general partner  and  the
Operating  Partnership  as  a  99%  limited  partner,  bought NorthTown Mall in
Spokane,  Washington.  NorthTown Mall is an enclosed regional  mall  containing
949,880 feet  of  Total  GLA.   The major anchor department stores at NorthTown
Mall  are: The Bon March<e'>, JCPenney,  Sears,  Mervyn's  and  Emporium.   The
purchase  price  paid  for  NorthTown  Mall  was  $128.0 million of which $84.5
million was financed utilizing a first mortgage and  $43.5  million  was funded
out of the Operating Partnership's credit facility.

DEVELOPMENT

      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 the region (as well as
three other malls in  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  29  full-time employees  at
December  31,  1998,  including  directors  of  Leasing,  Development,   Tenant
Coordination and Design/Drafting.

      In August 1998, the Company completed a 294,804 square foot expansion  at
the  Boise  Towne  Square  in Boise Idaho.  The projection added 186,500 square
feet of Total GLA for Dillard's  (a  new  anchor  tenant), approximately 44,900
square feet of GLA for the expansion of The Bon March<e'>  (an  existing anchor
tenant) and approximately 63,000 square feet of GLA for additional shops.

      The Operating Partnership developed Provo Towne Centre, a 723,000  square
foot  enclosed  regional  mall,  located in Provo, Utah.  Provo Towne Center is
anchored by JCPenney, Sears, and Dillard's  and includes space for more than 80
mall shops.  The mall is currently developing a sixteen screen Cinemark Theater
which will add approximately 74,000 square feet of additional GLA.

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

      In 1998, the Company also added  approximately  15,000 square feet of GLA
at Boise Towne Plaza in Boise, Idaho and approximately 10,600 of square feet of
Total GLA for a Sears Tire and Battery and approximately  9,400  square feet of
Total  GLA  for  a  Pier-1  Imports  both  at  Spokane  Valley Mall in Spokane,
Washington.

      The Company is developing a mall at Sierra Vista, Arizona.   The  project
is  expected  to  be  completed  in  the  fourth  quarter  of  1999  and to add
approximately  400,000 square feet of Total GLA.  Additionally, the Company  is
currently contemplating  the  expansion  and renovation of several other of its
Properties as well as other developments and acquisitions.

      Further, the Properties contain approximately  95  acres  of  vacant land
suitable  for  additional  retail expansion projects.  Likewise, the Properties
include additional improved land ready for development of approximately 339,000
square feet of free standing  retail  space.   The  Company will seek to expand
these and other Properties in its retail portfolio, as  well  as newly acquired
properties, depending on tenant demand and market conditions.

THIRD-PARTY PROPERTY MANAGEMENT

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

<PAGE> 17

EMPLOYEES

      The  Company  had  over  650 employees at December 31, 1998.  The Company
believes  its relationship with its  employees  is  very  good.   None  of  the
Company's employees are unionized.


ITEM 3.  LEGAL PROCEEDINGS

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


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

      In  October  1998,  the  Company,  as  general  partner  of the Operating
Partnership,  solicited  the  consent of the limited partners of the  Operating
Partnership to amend the Amended  and Restated Agreement of Limited Partnership
of the Operating Partnership to provide certain limited partners with a deficit
capital  account restoration obligation.  On  October  16,  1998,  the  limited
partners of the Operating Partnership (other than the Company) consented to the
proposed amendment to the Amended and Restated Agreement of Limited Partnership
of the Operating Partnership.

The following  consents  were  cast  by  the  limited partners of the Operating
Partnership (other than the Company) with respect  to the proposed amendment to
the  Amended  and Restated Agreement of Limited Partnership  of  the  Operating
Partnership:

<TABLE>
<CAPTION>
                 UNITS
                 VOTED                     UNITS
                  FOR                     WITHHELD
               -----------              ----------- 
<S>           <C>                      <C>
                3,003,470                  674,435
</TABLE>                                                 
                                     PART II


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

      At December 31, 1998, there was no established  public trading market for
the Operating Partnership Units ("OP Units").  As of March 11, 1999, there were
63 holders of OP Units.  The following table sets forth  to  the  distributions
paid per OP Unit for each of the quarters presented:


<TABLE>
<CAPTION>
                                     DISTRIBUTION
                                     PER OP UNIT
                                     ------------
<S>                                 <C>
Year Ended 12/31/97
First Quarter                         $    .435
Second Quarter                             .435
Third Quarter                              .435
Fourth Quarter                             .450
Year Ended 12/31/98
First Quarter                         $    .450
Second Quarter                             .450
Third Quarter                              .450
Fourth Quarter                             .465
</TABLE>

  <PAGE> 18

      During  1998  and  1997,  the  Operating  Partnership  recorded regular
quarterly distributions, totaling $38,609,000 and $37,220,000,  respectively,
or  $1.815 and $1.755 per OP Unit, respectively.  On behalf of the  Operating
Partnership,  the  Board of Directors of the Company has declared a quarterly
distribution, payable to holder of OP Units of record as of April 6, 1999, of
$.465 per OP Unit which  is an amount equivalent to an annual distribution of
$1.86 per OP Unit.  Future  distributions  will be determined by the Board of
Directors of the Company, the general partner  of  the Operating Partnership,
and  will  be  dependent  upon  cash  available  for distribution,  financial
position and cash requirements of the Company and the Operating Partnership.
           

ITEM 6.     SELECTED FINANCIAL DATA

      The following table sets forth selected financial  and  other  data for
(i)  the  Operating  Partnership for the years ended December 31, 1998, 1997,
1996, 1995, and for the period January 21, 1994 through December 31, 1994 and
(ii) for the Predecessor  Companies  for  the  period January 1, 1994 through
January 20, 1994.  The historical financial information  for  all the periods
have  been  derived  from  the  audited historical consolidated and  combined
financial statements.

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

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

<TABLE>
<CAPTION>
                                                                 OPERATING PARTNERSHIP

                                                                                                                     PREDECESSOR
                                                                                                                      COMPANIES
                                                                                                        JANUARY        JANUARY
                                     YEAR ENDED       YEAR ENDED       YEAR ENDED       YEAR ENDED         21,           1,
                                      DECEMBER         DECEMBER         DECEMBER         DECEMBER        1994 TO       1994 TO
                                      31, 1998         31, 1997         31, 1996         31, 1995       DECEMBER       JANUARY
                                                                                                           31,           20,
                                                                                                         1994 (1)        1994
                                    -------------    ------------     ------------      -----------     ---------   ------------
                                   <C>              <C>              <C>              <C>            <C>            <C>
Revenues                              $  109,069       $  82,973          $72,949         $60,950        $50,071        $2,578
                                    -------------    ------------     ------------      -----------     ---------   ------------
Expenses
Operating Expenses before Interest,
 Depreciation and Amortization            36,088          27,434           24,405          20,389         17,090           893
 Interest                                 20,501           9,066            7,776           6,623          5,873           826
Depreciation and Amortization             19,543          13,410           11,979          11,528          8,734           430
                                    ------------    ------------     ------------      -----------     ---------   ------------
 Total                                    76,132          49,910           44,160          38,540         31,697         2,149
                                    ------------    ------------     ------------      -----------     ---------   ------------
                                          32,937          33,063           28,789          22,410         18,374           429
Minority Interest in Income of
 Consolidated Partnerships                  (421)           (394)            (389)           (421)          (277)           --
Equity in Net Loss of               
Partnership Interest                          --              --               --            (184)           (82)            7
Gain on Sales of Real Estate               1,096             339               94             918             --            --
                                    ------------    ------------     ------------      -----------     ---------   ------------
Income Before Extraordinary Item          33,612          33,008           28,494          22,723         18,015           436
Extraordinary Item - Loss on
 Extinguishment of Debt                       --            (162)              --              --         (6,670)           --
                                    ------------    ------------     ------------      -----------     ---------   ------------
 Net Income                           $   33,612       $  32,846          $28,494         $22,723        $11,345          $436
                                    ============    ============    =============      ===========     =========   ============
Basic Earnings Per OP Unit (2)
 Income Before Extraordinary Item          $1.58           $1.57            $1.45           $1.26          $1.07
 Extraordinary Item                           --            (.01)              --              --           (.40)
                                    ------------    ------------     ------------      -----------     ---------
 Net Income                                $1.58           $1.56            $1.45           $1.26          $0.67
                                    ============    ============     ============      ===========     =========
Diluted Earnings Per OP Unit (2)
 Income Before Extraordinary Item          $1.57           $1.55            $1.44           $1.26          $1.07
 Extraordinary Item                           --            (.01)              --              --           (.40)
                                    ------------    ------------     ------------      -----------     ---------
 Net Income                                $1.57           $1.54            $1.44           $1.26            .67
                                    ============    ============     ============      ===========     =========
Distributions per OP Unit                 $1.815          $1.755           $1.695          $1.635         $1.525
                                    ============    ============     ============      ===========     =========

</TABLE>

<PAGE> 19
         
                                   SELECTED FINANCIAL DATA
                       (Dollars in Thousands except per share amounts)

<TABLE>
<CAPTION>
                                                                                               

                                                                    OPERATING PARTNERSHIP                            PREDECESSOR
                                   ------------------------------------------------------------------------------     COMPANIES
                                                                                                        JANUARY        JANUARY
                                     YEAR ENDED       YEAR ENDED       YEAR ENDED       YEAR ENDED         21,           1,
                                      DECEMBER         DECEMBER         DECEMBER         DECEMBER        1994 TO       1994 TO
                                      31, 1998         31, 1997         31, 1996         31, 1995       DECEMBER       JANUARY
                                                                                                           31,           20,
                                                                                                        1994 (1)        1994
                                   -------------    ------------     ------------      -----------     ---------   ------------
<S>                               <C>              <C>              <C>              <C>            <C>            <C>
Balance Sheet Data
Real Estate, before Accumulated
Depreciation                           $815,756       $619,371        $  453,241        $ 388,205       $321,242           N/A

Total Assets                            733,155        545,684           381,360          327,061        281,696           N/A

Borrowings                              472,990        283,390           162,375          106,406        108,741           N/A

Partners' Equity (Deficit)              236,921        241,007           204,666          209,742        163,073           N/A

OTHER DATA
Funds From Operations (3)                50,397         45,028            39,195           32,139         26,083           859

Net Operating Income                     72,981         55,539            48,544           40,561         32,981         1,685


                                              NUMBER OF PROPERTIES/TOTAL GLA AT DECEMBER 31,

                                          1998           1997           1996              1995           1994
                                   -------------    ------------     ------------      -----------     ---------
Number of Properties at
 Year-End                                50             48                44               43             40
                                   =============    ============     ============      ===========     =========
Total GLA in Square Feet at
 Year-End:
Malls                                 9,810,000       7,745,000        5,553,000        5,020,000      3,898,000
Community Centers and
Free-Standing Retail
Properties                            3,191,000       3,164,000        3,091,000        3,091,000      2,997,000
Commercial Properties                 1,354,000       1,418,000        1,418,000        1,394,000      1,113,000
                                   -------------    ------------     ------------      -----------     ---------
Total                                14,355,000      12,327,000       10,062,000        9,505,000      8,008,000
                                   =============    ============     ============      ===========     =========

</TABLE>
--------------------------
(1)The  Company closed its initial public offering of shares of Common Stock on
   January 21, 1994.
(2)Basic  Earnings  Per  OP  Unit  based on 21,298,000, 21,119,000, 19,668,000,
   18,037,000 and 16,923,000 weighted  average  number  of OP Units outstanding
   for  the  years  ended  December  31,  1998,  1997,  1996,  1995  and  1994,
   respectively.  Diluted Earnings Per OP Unit based on 21,401,000, 21,285,000,
   19,753,000, 18,103,000 and 16,992,000 weighted diluted average  number of OP
   Units outstanding for years ended December 31, 1998, 1997, 1996,  1995,  and
   1994, respectively.
(3)The  Company,  the  general  partner of the Operating Partnership, considers
   funds from operations to be an  appropriate measure of the performance of an
   equity  REIT. Funds from operations  ("FFO")  is  defined  by  the  National
   Association  of  Real  Estate  Investment  Trusts  ("NAREIT") as "net income
   (computed  in  accordance  with  generally accepted accounting  principles),
   excluding gains (or losses) from debt  restructuring  and sales of property,
   plus depreciation and amortization and after adjustments  for unconsolidated
   partnerships and joint ventures."  While the Company believes  that  FFO  is
   the  most  relevant and widely used measure of its operating performance, it
   does not represent  cash  generated  from operating activities in accordance
   with generally accepted accounting principles  and is not indicative of cash
   available  to  fund  cash  needs.   FFO  should  not  be  considered  as  an
   alternative to net income as an indication of the Company's or the Operating
   Partnership's operating performance or as an alternative  to  cash flow as a
   measure of liquidity.  The Company's presentation of FFO, however,  may  not
   be comparable to other similarly titled measures used by other equity REITs.
   See "Management's Discussion and Analysis of Financial Condition and Results
   of Operations - Liquidity and Capital Resources."

<PAGE> 20
                  
ITEM  7.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

OVERVIEW

      The  following  discussion should be read in conjunction  with  "Selected
Financial Data" and the  Consolidated  Financial  Statements  of  the Operating
Partnership and the Notes thereto appearing elsewhere herein.

      JP Realty, Inc. 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 83%
controlling  general  partner interest in, Price Development  Company,  Limited
Partnership  ("the Operating  Partnership")  as  of  December  31,  1998.   The
Operating Partnership's  existing portfolio consists of 50 properties, in three
operating segments, including  17 enclosed regional malls, 25 community centers
together with two freestanding retail  properties  and six mixed-use commercial
properties ("Properties").  JP Realty, Inc.'s financial  conditions and results
of  operations before depreciation were positively impacted  by  the  Operating
Partnership's  August  6,  1998 acquisition of NorthTown Mall, the December 30,
1997 acquisition of Salem Center, the June 1997 acquisitions of the Silver Lake
Mall and Visalia Mall, the August  13, 1997 opening of the Spokane Valley Mall,
the October 28, 1998 opening of Provo Towne Centre, and the 1996 acquisition of
the Grand Teton Mall.  The Operating  Partnership's acquisition and development
activities added a combined 4,357,000   square  feet of Total GLA to the retail
portfolio  during 1998 and 1997.  JP Realty, Inc.,  together with the Operating
Partnership and its other subsidiaries, shall be referred  to  herein  as  (the
"Company").

RESULTS OF OPERATIONS

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

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

      Funds from operations increased $5,369,000 or 12% primarily  as  a result
of acquisitions and developments as discussed herein.

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

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

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

      Property  operating expenses, including operating and maintenance expense
and real estate taxes  and  insurance  expense  increased $4,601,000 or 34% and
$3,094,000  or 36%, respectively.  These increases  were  attributable  to  the
acquisitions of NorthTown Mall, Salem Center, Silver Lake Mall and Visalia Mall
and the opening  of  Spokane  Valley  Mall,  Boise  Towne Plaza

<PAGE> 21 

and Provo Towne
Centre.  These properties contributed $4,570,000 to operating  and  maintenance
expense and $2,487,000 to taxes and insurance.

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

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

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

COMPARISON OF YEAR ENDED DECEMBER 31, 1997 TO YEAR ENDED DECEMBER 31, 1996

      For the year ended December 31, 1997,  income  before  extraordinary item
increased $4,514,000 or 16% when compared to the year ended December  31, 1996.
The  improvement  in  operations  was  primarily  attributable to the following
factors:   an  increase  in minimum rents of $7,177,000;  and  an  increase  in
recoveries from tenants of  $2,642,000  and  an  increase  in other revenues of
$373,000.  These increases were offset by an increase in operating  expenses of
$1,775,000;  an  increase  in  taxes and insurance of $867,000; an increase  in
general and administrative expense of $387,000; an increase in interest expense
of  $1,290,000  and  a  net  increase   in  depreciation  and  amortization  of
$1,431,000.

      Funds from operations increased $5,425,000  or  14% primarily as a result
of acquisitions and developments as discussed herein.

      Total revenues for the year ended December 31, 1997 increased $10,024,000
or  14% to $82,973,000 as compared to $72,949,000 in 1996.   This  increase  is
primarily  attributable  to  a  $7,177,000  or 14% increase in minimum rents to
$59,624,000 as compared to $52,447,000 in 1996.   Additionally, recoveries from
tenants increased $2,642,000 or 17% to $18,199,000  as  compared to $15,557,000
in  1996 and other income increased $373,000.  Recoveries  from  Tenants  as  a
percentage of operating expenses were 83% in 1997, compared to 80% in 1996.

      The   April   1996  acquisition  of  Grand  Teton  Mall,  the  June  1997
acquisitions of Silver  Lake  Mall  and  Visalia  Mall  and the August 13, 1997
opening  of  Spokane  Valley Mall contributed $6,923,000 to  the  minimum  rent
increase and $2,453,000  to  the  increase in recoveries from tenants.  Minimum
rent  growth  in  the remaining portfolio  was  offset  by  certain  unexpected
vacancies in the retail and commercial properties.

      Property operating expenses, including operating and maintenance expense,
real  estate taxes and  insurance  expense  increased  $1,775,000  or  15%  and
$867,000  or  11%,  respectively.   These  increases  were  attributable to the
acquisitions  of  Grand  Teton  Mall,  Silver Lake Mall, Visalia Mall  and  the
opening  of Spokane Valley Mall.  These properties  contributed  $1,804,000  to
operating and maintenance expense and $885,000 to taxes and insurance.

      General and administrative expense increased $387,000 or 8% to $5,447,000
as compared to $5,060,000.  The increase is primarily due to payroll costs from
additional personnel added to support the Company's growth.

      Interest expense increased $1,290,000 or 17% to $9,066,000 as compared to
$7,776,000  in 1996.  This increase is the result of additional interest on new
borrowings to  acquire Silver Lake Mall, Visalia Mall and on borrowings related
to Spokane Valley Mall.

      Depreciation  expense  increased  $1,572,000  or  15%  to  $11,802,000 as
compared  to  $10,230,000  in  1996.   This  increase  is primarily due to  the
acquisitions of Grand Teton Mall, Silver Lake Mall, Visalia  Mall,  the opening
of the Spokane Valley Mall and tenant allowances given on existing GLA.

<PAGE> 22

LIQUIDITY AND CAPITAL RESOURCES

      The Company's principal uses of its liquidity and capital resources  have
historically   been  for  distributions,  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  shareholders at
least  95% of its "Real Estate Investment Trust Taxable Income" as  defined  in
the Code.   The Company declared quarterly distributions aggregating $1.815 per
share  in  1998.    Approximately  17%  of  the  Company's  1998  distributions
represented a return of capital.  Future distributions 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,
1998, the Company's cash and restricted cash  amounted  to  approximately  $8.7
million.   In  addition  to its cash and restricted cash, unused capacity under
its $200 million credit facility  and $10 million credit facility totaled $99.7
million at year end.

      The Company generally intends  to  distribute  up to approximately 80% 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 facilities.

      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  1998,  the Company had capital expenditures,
excluding  acquisitions,  totaling  approximately   $66,363,000.   This  amount
consists  of  $57,892,000  in revenue enhancing construction  and  development,
$4,207,000 in revenue enhancing  tenant  allowances, $3,164,000, in non-revenue
enhancing tenant allowances and $437,000 in other non-revenue enhancing capital
expenditures.  The Company also paid $663,000 in leasing commissions to outside
parties.   Of  this  amount,  $532,000  was considered  revenue  enhancing  and
$131,000 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 1999 to be approximately $6.9 million.

      The  Company's  principal  long-term liquidity requirements will  be  the
repayment  of  principal  on  the Spokane  Valley  Mall  construction  loan  of
approximately $47.5 million which  is  due  in  July 1999 and which the Company
intends to convert to permanent financing in 1999,  the  $95  million  mortgage
debt, which matures in 2001 and which requires principal payments in an  amount
necessary  to  reduce  the  debt  to  $83.1 million as of January 21, 2000, the
repayment of the $100 million senior notes  principal  payable at $25 million a
year starting in March 2005, the repayment of the $84.5 million first mortgage,
which  requires  a  balloon payment of approximately $73 million  in  September
2008,  and  to  retire outstanding  balances  under  the  $200  million  credit
facility.

      The Operating  Partnership  is  continuing the development of Provo Towne
Centre,  an  enclosed regional mall in Provo,  Utah  through  its  consolidated
partnership, Provo  Mall Development Company, Ltd.  On September 4, 1998, Provo
Mall Development Company,  Ltd.  entered  into  a $50 million construction loan
facility to meet its development and construction  needs  regarding  the  Provo
project.   The  construction  loan  facility  is  guaranteed  by  the Operating
Partnership.   The  Provo  project  has  incurred costs of approximately  $63.3
million as of December 31, 1998, which have  been  funded  from  the  Company's
credit facilities and the construction loan facility.  As of December 31, 1998,
borrowings on the construction loan facility were approximately $27.5  million.
This  property  will  also  represent  a  future long-term capital need for the
Company, as the total cost of the project is  estimated to be approximately $77
million.  The Company expects to fund this project  through  advances under its
credit  facilities  in combination with its construction loan facility.   Provo
Towne Centre opened October  28, 1998 and contains approximately 723,300 square
feet of Total GLA.

      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 $200 million  credit
facility,  together  with  equity  and  debt  offerings and individual property
financing.  The availability of such financing  will  influence  the  Company's
decision  to  proceed  with,  and  the  pace of its development and acquisition
activities.

<PAGE> 23

      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 guaranties.  This
registration statement,  when combined with the Company's unused portion of its
previous shelf registration,  allowed for up to an aggregate of $400 million of
securities to be offered by the  Company  and  the  Operating  Partnership.  On
March  11,  1998, the Operating Partnership under this registration  statement,
issued $100 million  of ten year senior unsecured notes bearing annual interest
at a rate of 7.29%.  The  Operating  Partnership  had  entered into an interest
rate protection agreement in anticipation of issuing these  notes  and received
$270,000 as a result of terminating this agreement making the effective rate of
interest  on these notes at 7.24%.  Interest payments are due semi annually  on
March 11 and  September  11 of each year. Principal payments of $25 million are
due annually beginning March  2005.   The proceeds were used to partially repay
outstanding borrowings under the $200 million credit facility.

      The  Company  intends to fund its distribution,  development,  expansion,
renovation,  acquisition   and   debt  repayment  activities  from  its  credit
facilities  as  well  as  other debt and  equity  financing,  including  public
financing,  in  a manner consistent  with  its  intention  to  operate  with  a
conservative debt-to-total market capitalization ratio.  The Company's ratio of
debt-to-total market  capitalization  was  approximately 53% as of December 31,
1998.

      The Company believes that to facilitate  a  clear  understanding  of  the
consolidated  historical  operating  results  of  the  Company  and Predecessor
Companies,  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 the National Association of Real Estate Investment Trusts ("NAREIT")
as  "net  income  (computed  in  accordance with generally accepted  accounting
principles), excluding gains (or losses)  from  debt restructuring and sales of
property,  plus  depreciation  and  amortization  and   after  adjustments  for
unconsolidated  partnerships and joint ventures."  While the  Company  believes
that  FFO is the most  relevant  and  widely  used  measure  of  its  operating
performance,  it does not represent cash generated from operating activities in
accordance with  generally accepted accounting principles and is not indicative
of cash available  to  fund  cash  needs.   FFO  should not be considered as an
alternative  to  net  income  as  an  indication  of  the  Company's  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 funds from operations is as follows:

<TABLE>
<CAPTION>
                                                             (DOLLARS IN THOUSANDS)
<S>                                               <C>                        <C>
                                                        COMPANY                    COMPANY
                                                       HISTORICAL                  HISTORICAL
                                                       YEAR ENDED                  YEAR ENDED
                                                       DECEMBER 31,               DECEMBER 31,
                                                          1998                         1997
                                                    ----------------             ---------------

Income Before Minority Interest, Gain on Sales of           
 Real Estate and Extraordinary Item..............     $       32,937                $   33,063
 Add: Depreciation of Buildings & Improvements...             17,072                    11,599
 Add: Amortization of Deferred Leasing Costs.....                665                       639
 Less: Minority Interest in Income of                    
   Consolidated Partnerships ....................               (277)                     (273)
                                                     ---------------              -------------- 
 Funds From Operations ..........................     $       50,397                $   45,028
                                                     ===============              ============== 
</TABLE>


YEAR 2000 ISSUES

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

      The Company has  developed  a  comprehensive  strategy  for  updating its
systems  for  Y2K  compliance.   The  Company's  information  technology ("IT")
systems include software and hardware purchased from outside vendors,  as  well
as in-house

<PAGE> 24

 developed  software.   The Company believes that vendor developed
software  and  hardware  will  be made Y2K  compliant  through  vendor-provided
updates or replacement with other Y2K compliant software and hardware that will
be installed, tested and in use  prior  to the end of 1999.  In-house developed
software is currently being identified and  assessed.   Modifications are being
and  will  continue  to  be made as necessary to bring such software  into  Y2K
compliance and validate such  in-house developed compliance prior to the end of
1999.

      The Company is continuing  in the process of identifying significant non-
IT systems which may be impacted by  the  Y2K problem, including those relating
to property management (e.g. alarm systems and HVAC systems).  Once identified,
the Company will then determine, through inquiries  of  equipment suppliers, as
well as testing of such equipment, the extent of renovations  required, if any.
The Company believes that the identification of a significant majority  of  the
Company's non-IT systems has been completed, and that modifications, validation
and implementation will be completed during 1999.

      The  Company  is  also  identifying  third  parties  with  which it has a
significant  relationship  that,  in the event of a Y2K failure, could  have  a
material impact on its financial position  or operating results.  Third parties
include energy and utility suppliers, creditors,  service and product suppliers
and the Company's significant tenants.  These relationships,  especially  those
associated with certain suppliers and tenants, are material to the Company  and
a  Y2K  failure  for  one  or  more of these parties could result in a material
adverse effect on the Company's  operating results and financial position.  The
Company  is  making  inquiries of these  third  parties  to  assess  their  Y2K
readiness.  The Company  expects  that this process will be on-going throughout
the current year.

      The Company currently estimates that the costs to address Y2K issues will
not exceed $200,000.  Costs include incremental  salary and fringe benefits for
personnel, hardware and software costs,  and  consulting  and  travel  expenses
associated  with  addressing  Y2K  issues.   These  costs  will  be expensed as
incurred  or,  in  the  case  of  equipment  or  software replacement, will  be
capitalized  and  depreciated  over  the  expected useful  life.   The  Company
recognizes that the total cost estimate is  likely  to increase as it completes
its  assessment  of  non-IT  systems.   The Company is not  currently  able  to
reasonably  estimate  the ultimate cost to  be  incurred  for  the  assessment,
remediation, upgrade, replacement and testing of its impacted non-IT systems.

      The worst case Y2K  scenarios  could  be  as  insignificant  as  a  minor
interruption  in  property  management  services  provided  to  tenants  at the
Company's  Properties resulting from unanticipated problems encountered in  the
IT systems of the Company or any of the significant third parties with whom the
Company does business.  The pervasiveness of the Y2K issue makes it likely that
previously unidentified  issues  will  require  remediation  during  the normal
course  of business.  In such a case, the Company anticipates that transactions
could be  processed  manually  while IT and other systems are repaired and that
such interruptions would have a  minor  effect on the Company's operations.  On
the other hand, a worst case Y2K scenario  could  be  as  far  reaching  as  an
extended  loss  of utility service resulting from interruptions at the point of
power generation,  on-line transmission, or local distribution to the Company's
Properties.  Such an  interruption  could  result  in  an  inability to provide
tenants with access to their spaces thereby affecting the Company's  ability to
collect rents and pay its obligations which could result in a material  adverse
effect on the Company's operating results and financial position.

INFLATION

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

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

<PAGE> 25
         
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 earnings or operations.

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


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The  Operating Partnership's  exposure  to  market  risk  is  limited  to
fluctuations  in  the general level of interest rates on its current and future
fixed and variable  rate  debt  obligations.  Even  though its philosophy is to
maintain  a  fairly  low  tolerance  to  interest  rate fluctuation  risk,  the
Operating Partnership is still vulnerable, however, to significant fluctuations
in  interest  rates  on  its  variable rate debt, on any  future  repricing  or
refinancing of its fixed rate debt and on future debt.

      The Operating Partnership uses long-term and medium-term debt as a source
of capital. The Operating Partnership  has  $297,135,000  of  fixed  rate  debt
consisting of $100,000,000 unsecured public bonds and $197,135,000 in mortgages
and  notes  secured  by  real  estate.  The various fixed rate debt instruments
mature starting in the year 2000  through 2095. The average rate of interest on
the fixed rate debt is 6.9%. When  debt  instruments  of  this  type  mature,
the  Operating Partnership typically refinances such debt at the then-existing
market interest rates which may be more or less than the interest rates on  the
maturing debt. In addition, the Operating Partnership may attempt to reduce
interest rate risk associated  with a forecasted issuance of new fixed rate
debt by entering into interest rate  protection  agreements.  The Operating
Partnership does not have any fixed rate debt maturing in 1999.

      The Operating Partnership's credit  facilities  and existing construction
loans have variable interest rates and any fluctuation  in interest rates could
increase or decrease the Operating Partnership's interest  expense. At December
31,   1998,  the  Operating  Partnership  had  approximately  $175,855,000   in
outstanding  variable  rate  debt.  If  the  interest  rate  for  the Operating
Partnership's variable rate debt increase or decreased by 1% during  1999,  the
Operating  Partnership's interest rate expense on its outstanding variable rate
debt  would increase  or  decrease,  as  the  case  may  be,  by  approximately
$1,758,550.

      Due to the uncertainty of fluctuations in interest rates and the specific
actions that might be taken by the Operating Partnership to mitigate the impact
of such  fluctuations  and  their  possible  effects, the foregoing sensitivity
analysis assumes no changes in the Operating Partnership's financial structure.


ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


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> 26

                                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  1999  Annual  Meeting  of
Stockholders  to  be  file  with the Commission pursuant too 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, 1998.  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 1999 Annual Meeting of Stockholders  to  be  filed  with the Commission
pursuant to Regulation 14A.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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


                                        PART IV


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

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

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

      (b)Reports on Form 8-K

         None

      (c) Exhibits


ITEM 14A.SUPPLEMENTAL INFORMATION  TO  BE FURNISHED WITH REPORTS FILED PURSUANT
         TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 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 Operating Partnership to security holders.

<PAGE> 27
         

                                     EXHIBIT INDEX

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

*   Documents were previously filed with the Operating Partnership's Current
    Report on Form 8-K dated March 12, 1998, under the exhibit numbered in the
    parenthetical, and are incorporated herein by reference.
**  Documents were previously filed with the 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.

<PAGE> 28
 
                                        SIGNATURES

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

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



                                                By:               /S/ JOHN PRICE
                                                                  ---------------------------
                                                                  John Price
Date:  March 19, 1999                                             Chairman of the Board of Directors
                                                                  and Chief Executive Officer
</TABLE>


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

<TABLE>
<CAPTION>
 NAME                                                      TITLE                                  DATE
<S>                                          <C>           <C>                                    <C>
/S/ JOHN PRICE                                             Chairman of the Board of Directors,    March 19, 1999
---------------------------                                Chief Executive Officer, Director
John Price                                                 (Principal Executive Officer) of JP
                                                           Realty, Inc. a General Partner
                                                           

/S/ G. REX FRAZIER                                         President and Chief Operating Officer, March 19, 1999
---------------------------                                Director of JP Realty, Inc., a General
     G. Rex Frazier                                        Partner
                                                           


/S/ M. SCOTT COLLINS                                       Vice President-Chief Financial Officer March 19, 1999
---------------------------                                and Treasurer (Principal Financial and
     M. Scott Collins                                      Accounting Officer) of JP Realty,
                                                           Inc., a General Partner
                                                           

/S/ WARREN P. KING                                         Director of JP Realty, Inc., a General March 19, 1999
---------------------------                                Partner
     Warren P. King                                        



/S/ SAM W. SOUVALL                                         Director of JP Realty, Inc., a General March 19, 1999
---------------------------                                Partner
     Sam W. Souvall                                       
</TABLE>

<PAGE>
 
                                      EXHIBIT INDEX

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

*   Documents were previously filed with the Operating Partnership's Current
    Report on Form 8-K dated March 12, 1998, under the exhibit numbered in the
    parenthetical, and are incorporated herein by reference.
**  Documents were previously filed with the 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.

<PAGE>                                                                          

                           INDEX TO FINANCIAL STATEMENTS



PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP

<TABLE>
<CAPTION>
                                                                       Page

<S>                                                            <C>
Report of Independent Accountants                                      F-2

Consolidated Balance Sheet as of December 31, 1998 and 1997            F-3

Consolidated Statement of Operations                                                   
 for the years ended December 31, 1998, 1997 and 1996                  F-4                                                

Consolidated Statement of Partners' Capital                            F-5
                                                                       
Consolidated Statement of Cash Flows
 for the years ended December 31, 1998, 1997 and 1996                  F-6

Notes to Consolidated Financial Statements                             F-7

Schedule II - Valuation and Qualifying Accounts                       F-19

Schedule III - Real Estate and Accumulated Depreciation               F-20
</TABLE>

<PAGE> F-1

                                                
                       REPORT OF INDEPENDENT ACCOUNTANTS




To the Partners
of Price Development Company, Limited Partnership

      In  our opinion, the consolidated  financial  statements  listed  in  the
accompanying  index,  present  fairly,  in  all material respects, the financial
position of Price Development Company, Limited Partnership and its subsidiaries
at December 31, 1998 and 1997, and the results  of  their  operations and their
cash flows for each of the three years in the period ended December  31,  1998,
in  conformity  with generally accepted accounting principles.  These financial
statements  are  the   responsibility   of   the   Company's   management;  our
responsibility is to express an opinion on these financial statements  based on
our  audits.   We  conducted  our audits of these statements in accordance with
generally accepted auditing standards  which  require  that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are  free  of material misstatement.  An audit includes examining,  on  a  test
basis, evidence  supporting  the  amounts  and  disclosures  in  the  financial
statements,  assessing the accounting principles used and significant estimates
made  by  management,   and   evaluating   the   overall   financial  statement
presentation.  We believe that our audits provide a reasonable  basis  for  the
opinion expressed above.



/S/ PRICEWATERHOUSECOOPERS LLP
------------------------------
PricewaterhouseCoopers LLP
Salt Lake City, Utah
February 3, 1999

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


<TABLE>
<CAPTION>
                                                                         DECEMBER 31,                DECEMBER 31,
                                                                             1998                        1997
                                                                     ----------------               --------------
<S>                                                                 <C>                            <C>       
ASSETS                                                                     
Real Estate Assets
  Land..........................................                           $ 102,921                    $  95,523
  Buildings.....................................                             684,762                      490,183
                                                                     ----------------               --------------
                                                                             787,683                      585,706
 Less: Accumulated Depreciation ...............                             (114,136)                     (98,404)
                                                                     ----------------               --------------
    Operating Real Estate Assets    ...........                              673,547                      487,302
  Real Estate Under Development ...............                               28,073                       33,665
                                                                     ----------------               --------------
    Net Real Estate Assets   ..................                              701,620                      520,967
Cash...........................................                                5,123                        5,603
Restricted Cash ...............................                                3,605                        2,465
Accounts Receivable, Net  .....................                                9,713                        5,759
Deferred Charges, Net .........................                                8,570                        7,536
Other Assets...................................                                4,524                        3,354
                                                                     ----------------               --------------
                                                                           $ 733,155                    $ 545,684
                                                                     ================               ============== 

LIABILITIES AND PARTNERS' EQUITY
Borrowings.....................................                            $ 472,990                    $ 283,390
Accounts Payable and Accrued Expenses  ........                               20,411                       18,840
Other Liabilities .............................                                  798                          617
                                                                     ----------------               --------------
                                                                             494,199                      302,847
                                                                     ----------------               --------------
Minority Interests ............................                                2,035                        1,830
                                                                     ----------------               --------------

Commitments and Contingencies

PARTNERS' CAPITAL
General Partner ...............................                              204,384                      207,581
Limited Partners ..............................                               32,537                       33,426
                                                                     ----------------               --------------
                                                                             236,921                      241,007
                                                                     ----------------               --------------
                                                                           $ 733,155                    $ 545,684
                                                                     ================               ==============
</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 YEAR ENDED DECEMBER 31,
                                                      ----------------------------------------------------------
<S>                                                  <C>                  <C>                    <C>
                                                          1998                   1997                    1996
                                                      ------------         ---------------        --------------
REVENUES
Minimum Rents............................             $   79,448            $     59,624            $    52,447
Percentage and Overage Rents ............                  4,491                   3,896                  4,061
Recoveries from Tenants .................                 23,778                  18,199                 15,557
Interest ................................                    404                     546                    549
Other....................................                    948                     708                    335
                                                      ------------         ---------------        --------------
                                                         109,069                  82,973                 72,949
                                                      ------------         ---------------        --------------
EXPENSES
Operating and Maintenance ...............                 17,366                  12,990                 11,240
Real Estate Taxes and Insurance .........                 11,640                   8,546                  7,679
Advertising and Promotions ..............                    676                     451                    426
General and Administrative ..............                  6,406                   5,447                  5,060
Depreciation.............................                 17,306                  11,802                 10,230
Amortization of Deferred Financing Costs                   1,572                     969                  1,085
Amortization of Deferred Leasing Costs ..                    665                     639                    664
Interest ................................                 20,501                   9,066                  7,776
                                                      ------------         ---------------        --------------
                                                          76,132                  49,910                 44,160
                                                      ------------         ---------------        --------------
                                                          32,937                  33,063                 28,789
Minority Interest in Income of Consolidated               
Partnerships.............................                   (421)                   (394)                  (389)
Gain on Sales of Real Estate ............                  1,096                     339                     94
                                                      ------------         ---------------        --------------
Income Before Extraordinary Item ........                 33,612                  33,008                 28,494
Extraordinary Item - Loss on Extinguishment of            
Debt.....................................                     --                    (162)                    --
                                                      ------------         ---------------        --------------
Net Income...............................             $   33,612            $     32,846            $    28,494
                                                      ============         ===============        ==============
Basic Earnings Per Partnership Unit:
 Income Before Extraordinary Item  ......             $     1.58            $       1.57            $      1.45
 Extraordinary Item......................                     --                   (0.01)                    --
                                                      ------------         ---------------        --------------
Net Income...............................             $     1.58            $       1.56            $      1.45
                                                      ============         ===============        ============== 
Diluted Earnings Per Partnership Unit:
 Income Before Extraordinary Item  ......             $     1.57            $       1.55            $      1.44
 Extraordinary Item......................                     --                   (0.01)                    --
                                                      ------------         ---------------        --------------
Net Income...............................             $     1.57            $       1.54            $      1.44
                                                      ============         ===============        ============== 
</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>
                                                               GENERAL                 LIMITED
                                                               PARTNER                PARTNERS               Total
                                                          --------------           ------------           -----------
<S>                                                      <C>                      <C>                    <C>
Partners' Capital at December 31, 1995                    $     175,604            $    34,138           $    209,742
Units Issued Upon Exercise of Stock Options                         407                     --                    407
Conversion of Limited Partners' Interests                           164                   (164)                    --
Distributions                                                   (27,139)                (6,838)               (33,977)
Net Income                                                       23,250                  5,244                 28,494
                                                          --------------           ------------           -----------
Partners' Capital at December 31, 1996                          172,286                 32,380                204,666
Units Issued for Proceeds from Sale of Common                    38,632                     --                 38,632
Stock                                                                                    
Units Issued Upon Exercise of Stock Options                         220                     --                    220
Conversion of Limited Partners' Interests                            40                    (40)                    --
Units Issued for Acquisition                                         --                  1,863                  1,863
Distributions                                                   (30,797)                (6,423)               (37,220)
Net Income                                                       27,200                  5,646                 32,846
                                                          --------------           ------------           -----------
Partners' Capital at December 31, 1997                          207,581                 33,426                241,007
Units Issued upon Exercise of Stock Options                         911                     --                    911
Conversion of Limited Partners' Interest                              3                     (3)                    --
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
                                                          ==============           ============          ============
</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 YEAR ENDED DECEMBER 31
<S>                                                             <C>                   <C>                    <C>            
                                                                     1998                  1997                   1996
                                                                 --------------        ---------------        -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income                                                       $       33,612           $     32,846          $   28,494
Adjustments to Reconcile Net Income to Net Cash Provided
 by Operating Activities
 Depreciation                                                            17,306                 11,802              10,230
 Amortization                                                             2,237                  1,608               1,749
 Minority Interest in Income of Consolidated                                421                    394                 389
Partnerships
 Gain on Sales of Real Estate                                            (1,096)                  (339)                (94)
 Increase in Accounts Receivable                                         (4,112)                (2,261)               (786)
 Increase in Deferred Charges                                              (927)                (1,128)               (387)
 Increase in Accounts Payable and Accrued Expenses                        3,739                  3,368               3,774
 Increase in Other Assets                                                (1,129)                (1,917)               (295)
                                                                 --------------        ---------------        -------------
   Net Cash Provided by Operating Activities                             50,051                 44,373              43,074
                                                                 --------------        ---------------        -------------

CASH FLOWS FROM INVESTING ACTIVITIES
 Real Estate Assets, Developed or Acquired                             (200,022)              (137,560)            (65,323)
 Proceeds from Sales of Real Estate                                       1,289                    469                  --
 (Increase) Decrease in Restricted Cash                                  (1,140)                   (93)                 92
                                                                 --------------        ---------------        -------------
   Net Cash Used in Investing Activities                               (199,873)              (137,184)            (65,231)
                                                                 --------------        ---------------        -------------

 CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from Borrowings                                               289,384                219,088              65,442
 Repayment of Borrowings                                                (99,784)              (123,320)             (9,473)
 Deferred Financing Costs                                                (2,344)                (1,503)                 --
 Net Proceeds from Sale of Partnership Units                                923                 38,865                 407
 Capital Contribution by Minority Partner                                    --                  1,000                  --
 Distributions Paid to Partners                                         (38,609)               (37,220)            (33,977)
 Distributions Paid to Minority Interests                                  (228)                  (246)               (319)
                                                                 --------------        ---------------        -------------
   Net Cash Provided by Financing Activities                            149,342                 96,664              22,080
                                                                 --------------        ---------------        -------------
Net (Decrease) Increase in Cash                                            (480)                 3,853                 (77)
Cash, Beginning of Period                                                 5,603                  1,750               1,827
                                                                 --------------        ---------------        -------------
Cash, End of Period                                              $        5,123            $     5,603          $    1,750
                                                                 ==============        ===============        =============
</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 SHARE AMOUNTS)

1.    BUSINESS AND BASIS OF PRESENTATION

BUSINESS

      Price   Development   Company,   Limited   Partnership   (the  "Operating
Partnership"),  a Maryland Corporation, is 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") is a real estate investment
trust ("REIT") as defined  by the Internal Revenue Code and owns an interest in
and conducts its business activities  through  the  Operating Partnership.  The
Company  owned an 82.7 percent general partnership interest  in  the  Operating
Partnership  at  December  31, 1998 and 1997.  The Operating Partnership owns a
portfolio  of  50 properties consisting  of  17  enclosed  regional  malls,  25
community centers,  two  free-standing  retail  properties  and  six  mixed-use
commercial  properties  located in the Western United States.  The tenant  base
includes  primarily national,  regional  and  local  retailers;  as  such,  the
Company's credit risk is concentrated in the retail industry.

BASIS OF PRESENTATION

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

      The effect of all significant intercompany balances and transactions have
been eliminated in the consolidated presentation.   Certain amounts in the 1997
and 1996 financial statements have been reclassified  to  conform with the 1998
presentation.

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

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICES

REAL ESTATE ASSETS

      Real estate assets are stated  at cost less accumulated depreciation.  At
each balance sheet date, the Operating Partnership  reviews book values of real
estate  assets  for  possible impairment  based  upon  expectations  of  future
nondiscounted cash flows (excluding interest) from each property.

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

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

REVENUE RECOGNITION

      Certain minimum rents are recognized monthly based upon amounts which are
currently due from tenants, when such amounts are not materially different than
recognizing  the  fixed  cash flow over the initial term of the lease using the
straight-line
method.  All other minimum rents are recognized using the straight-line method.
Effective April 1, 1998, the  Operating  Partnership  prospectively adopted the
provisions of Issue No. 98-9 ("EITF 98-9") Accounting for  Contingent  Rent  in
Interim

<PAGE> F-7


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)
Financial Periods, which was issued on May 21, 1998 by the Financial Accounting
Standards  Board Emerging Issues Task Force and which significantly changed the
Operating Partnership's  recognition of percentage and overage rents revenue in
interim
periods.   Prior to the  adoption  of  EITF  98-9,  the  Operating  Partnership
recognized percentage  and  overage  rents  revenue monthly on an accrual basis
based  on  estimated  annual  amounts.   Under the  provisions  of  EITF  98-9,
percentage and overage rents revenue is recognized  in  the  interim periods in
which  the  specified  target  that  triggers the contingent rental  income  is
achieved. The adoption of EITF 98-9 did  not  have  a  material  impact  on the
amount of annual percentage and overage rents revenue recognized in 1998.   The
Operating Partnership receives reimbursements from tenants for certain costs as
provided  in  the  lease agreements.  These costs consist of real estate taxes,
insurance, common area  maintenance  and  other  recoverable costs.  Recoveries
from  tenants are recognized monthly on an accrual  basis  based  on  estimated
amounts.

      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 $741 and $570 as of December 31, 1998
and 1997, 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 interest payments on borrowings.

DEFERRED CHARGES

      Deferred  charges consists principally  of  financing  fees  and  leasing
commissions paid  to  third  parties.  These costs are amortized on a straight-
line basis, which approximates the effective interest method, over the terms of
the respective agreements.  Deferred  charges  in the accompanying consolidated
balance sheet are shown net of accumulated amortization of $6,981 and $5,857 as
of December 31, 1998 and 1997, 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  Standards  ("SFAS")  No.  130  "Reporting Comprehensive
Income."  SFAS No. 130 establishes standards for the reporting  and  display of
comprehensive  income  and  its  components  in  a  full set of general purpose
financial statements.  Comprehensive income is defined  as the change in equity
of a business enterprise during a period from transactions and other events and
circumstances  from  nonowner sources.  The new standard divides  comprehensive
income into two components:  (1) net income and (2) other comprehensive income.
This standard was adopted by the  Operating  Partnership  in 1998, but does not
impact the Operating Partnership's 1998 financial statements  as  the Operating
Partnership  has  no  "other  comprehensive  income"  in  any  of  the  periods
presented.

      In  June  1997, the FASB issued SFAS No. 131, "Disclosures about Segments
of an Enterprise  and Related Information".  SFAS No. 131 establishes standards
for disclosure about  operating  segments  in  annual  financial statements and
selected
information  in interim financial reports.  It also establishes  standards  for
related disclosures  about  products  and  services, geographic areas and major
customers.  This statement supersedes SFAS No.  14,  "Financial  Reporting  for
Segments   of   a  Business  Enterprise".    The  new  standard  requires  that
comparative information from earlier years be restated to conform to the
requirements of this  standard.   This  standard  was  adopted by the Operating
Partnership in 1998. (Note 14).

<PAGE> F-8
          
2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)

      In June 1997, the FASB issued SFAS No.132, "Employer's  Disclosures About
Pensions  and Other Postretirement Benefits".   SFAS No.  132 standardizes  the
disclosure  requirements  for  pensions and other postretirement benefit plans.
The adoption of this standard has no impact on the Operating Partnership's 1998
financial statements.

      In June 1997, the FASB issued  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, 2000.  The Operating Partnership did not hold
any derivative instruments December 31, 1998.

3.    ACQUISITIONS AND DEVELOPMENTS

ACQUISITIONS

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

      On December 30, 1997, the Operating Partnership acquired Salem  Center, a
mall  located  in  Salem,  Oregon  for  $32,500.   The acquisition was financed
utilizing borrowings on its unsecured credit facility.

      On June 30, 1997, the Operating Partnership acquired Visalia Mall located
in Visalia, California for $38,000.  The acquisition  was  financed principally
from borrowings.

      On  June  1, 1997, the Operating Partnership acquired the  remaining  70%
interest in Silver  Lake  Mall,  Ltd.  a Limited Partnership owning Silver Lake
Mall located in Coeur d'Alene, Idaho.  Prior  to the acquisition, the Operating
Partnership  held  a  30%  interest in the partnership.   The  acquisition  was
financed  by  issuing  72,000 Operating  Partnership  Units  ("OP  Units")  and
assuming debt totaling $24,755.

DEVELOPMENTS

      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  gross  leasable area
(Company-owned  leasable  area  plus any tenant-owned leasable area within  the
Company's properties or ("Total GLA"))  as  of December 31, 1998.   The mall is
currently  developing  a  sixteen-screen  Cinemark   Theater   which  will  add
approximately  74,000  square  feet of additional gross leasable area  (Company
owned leasable area within the Company's  properties  or ("GLA")).  At December
31,  1998,  the  partnership  had  expended $63,323 for development  costs  and
anticipates expending an additional  $13,677 to complete the development during
1999.  At December 31, 1998, the Operating Partnership had leased approximately
93% of the mall.

      In August 1998, the Company completed  an expansion at Boise Towne Square
in Boise, Idaho adding 294,804 square feet of  Total  GLA.  Dillard's was added
as a new anchor with approximately 186,500 square feet  of  Total  GLA, The Bon
March<e'>  expanded  its  space  by 44,903 square feet of GLA and approximately
63,000 square feet of additional shop GLA was added.

      The Company has added Sears  as a fourth anchor tenant at Red Cliffs Mall
in St. George, Utah.  The Sears store opened

<PAGE> F-9

3.    ACQUISITIONS AND DEVELOPMENTS (CONTINUED)
in October 1998 and added approximately 70,400 square feet of GLA to Red Cliffs
Mall and a Sears Tire and Battery shop added approximately 9,600 square feet of
GLA at Red Cliffs Plaza.

      The Company added approximately  15,000 square feet of GLA at Boise Towne
Plaza in Boise, Idaho in March 1998.  The  first phase of construction at Boise
Towne Plaza opened in November 1997, adding 76,414 square feet of retail space.

      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.  During 1998 two freestanding pads at the mall were developed,
which includes a Sears  Tire  and Battery shop  and a Pier 1 Imports.  The mall
contains approximately 710,000  square  feet  of  Total  GLA as of December 31,
1998.   The  partnership expended a total of $65,071 for the  development.   At
December 31, 1998,  the  Operating  Partnership had leased approximately 93% of
the mall.

      During 1997, the Company also completed  the  construction  of   a 76,411
square foot Sears department store at the Pine Ridge Mall located in Pocatello,
Idaho,   a  36,036  square  foot  addition to the Sears department store at the
Silver Lake Mall, located in Coeur  d'Alene,  Idaho  and  a  5,500  square foot
restaurant at the Animas Valley Mall located in Farmington, New Mexico.

4.    BORROWINGS
<TABLE>
<CAPTION>
                                                                                      DECEMBER 31,
                                                                         -----------------------------------
<S>                                                                     <C>                    <C>       
                                                                         1998                       1997
                                                                         ------------          -------------
Notes, unsecured; interest at 7.29%, maturing 2005 to 2008               $   100,000           $         --
Credit Facility, unsecured; weighted average interest at 6.43%               100,800                127,000
 during 1998 and 6.75% during 1997
Notes, secured by real estate; interest at 6.37%, due in 2001                 95,000                 95,000
Mortgage payable, secured by real estate; interest at 6.68%,                  84,277                     --
  due in 2008
Construction loan, secured by real estate; interest at 6.81%                  47,505                 43,009
  as of December 31, 1998, due in 1999
Construction loan, secured by real estate; interest at 7.08%                  27,550                     --
 as of December 31, 1998, due in 2001
Mortgage payable, secured by real estate; interest at 8.5%,                   12,510                 12,827
 due in 2000
Other notes payable, secured by real estate; interest ranging                  5,348                  5,554
 from 7.0% to 9.99%, maturing 2000 to 2095                                ------------          ------------
                                                                           $ 472,990            $   283,390
                                                                          ============          ============ 
</TABLE>

CREDIT FACILITIES

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

<PAGE> F-10

4.    BORROWINGS (CONTINUED)

      On  March  16, 1998, the Operating Partnership  entered  into  a  $10,000
unsecured credit facility.   The  credit  facility  has  been  used for general
business  and  cash  management  purposes.   The  Operating  Partnership   paid
commitment fees totaling $33 in 1998.

      On November 7, 1997, the Operating Partnership borrowed  $85,000 from the
1997 Credit Facility and utilized the proceeds to retire and cancel  previously
existing  credit  facilities  and  to pay for development activities.  Deferred
financing  costs related to the canceled  credit  facilities  were  written-off
resulting in  an  extraordinary  loss  of  $133,  net of minority interest.  On
December 29, 1997,  the Operating Partnership borrowed  an  additional  $42,000
to  pay  for  the  acquisition  of Salem Center  (Note 3)  and for  development
activities.  On August 6, 1998, the Operating Partnership borrowed $43,500 from
its 1997 Credit Facility as part  of  the  purchase of NorthTown Mall (Note 3).
In August 1998, the Operating Partnership issued  a  $9,500  letter  of  credit
backed  by the 1997 Credit Facility to the NorthTown Mall first mortgage holder
to guarantee  the  completion  of  additional  property  development work.  The
Company does not expect any material losses to result from the letter of credit
and  management  is  therefore  of  the  opinion  that the fair value  of  this
instrument at December 31, 1998 is zero.  The Operating Partnership borrowed an
additional $29,300  for development activities during  1998.   At  December 31,
1998, the 1997 Credit Facility had a balance of $100,800.

      On  March  8,  1995,  the  Operating  Partnership  entered into a $50,000
secured credit facility agreement which provided for a two year commitment with
an  option  to  extend  for an additional year (which option was  exercised  on
January 22, 1997).  Borrowings  under  this  agreement  were  collateralized by
certain real estate assets.  The credit facility bore interest  at  a  floating
rate  equal  to  115  basis  points over the established rate of AAA commercial
paper  and  was guaranteed by the  Company.   The  Operating  Partnership  paid
commitment fees  totaling  $280 in 1997.  On November 7, 1997, borrowings under
this credit facility were retired and the facility was canceled.

      On January 22, 1996, the  Operating  Partnership  entered  into a $25,000
unsecured  credit  facility agreement which provided for a two year  commitment
with an option to extend  for an additional year (which option was exercised on
January 24, 1997).  On October  6,  1997, the limit was raised to $40,000.  The
Operating Partnership paid commitment  fees  totaling $86 in 1997.  On November
7, 1997, borrowings under this credit facility  were  retired  and the facility
was canceled.

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 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 1997 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.   The
notes require quarterly interest payments and a principal payment of $11,875 on
January 21, 2000  with  the  remaining  balance  due  on January 21, 2001.  The
subsidiary has an option to extend the notes to January 21, 2003.

CONSTRUCTION LOANS

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

<PAGE F-11

4.    BORROWINGS (CONTINUED)

      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  has  a  three  year term with an optional two year
extension, is collateralized by the
Spokane  Valley  Mall and guaranteed by the Operating  Partnership.   The  loan
bears interest at  a  variable  interest  rate  indexed  to the LIBOR rate.  At
December 31, 1998, the loan had a balance of $47,505.

MORTGAGES PAYABLE

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

      In  June  1997,  the  Operating  Partnership  assumed a mortgage note  of
$24,755 as part of the acquisition of Silver Lake Mall  (Note  3)  and  retired
portions of the debt principally using borrowings under a credit facility.  The
assumed  debt bears interest at a fixed 8.5% per annum and has a maturity  date
of October  1,  2000 when a balloon payment of $11,971 is due.  At December 31,
1998, the loan had a balance of $12,510.

INTEREST RATE PROTECTION AGREEMENT

      In December 1997, the Operating Partnership entered into an interest rate
protection agreement  with  a notional value of $100,000 and a forward yield of
5.74%  based  on the 10-year treasury  note.   This  interest  rate  protection
agreement was used to hedge the interest rate on the offering of unsecured debt
on March 11, 1998.   The  Operating  Partnership  received  $270 as a result of
terminating this agreement.

SCHEDULED PRINCIPAL REPAYMENTS

<TABLE>
<CAPTION>
The following summarizes the scheduled maturities of borrowings at December
31, 1998:                                                                         Total
                                                                               ------------
<S>          <C>                                                               <C>
Year
1999...........................................................                $    49,037
2000...........................................................                    125,950
2001...........................................................                    113,351
2002...........................................................                      1,174
2003...........................................................                      1,528
Thereafter ....................................................                    181,950
                                                                               ------------
                                                                                 $ 472,990
                                                                               ============
</TABLE>

      The  amount of $47,505 for the construction loan facility  collateralized
by Spokane Valley  Mall  is  included  in  the  1999  scheduled  maturities  of
borrowings.   The Company intends to convert this construction loan facility to
permanent financing in 1999.

5.    CAPITAL TRANSACTIONS

      The limited  partners  of  the  Operating  Partnership  have an option to
convert  their  OP  Units  into  shares  of  the  Company's Common Stock.   The
Operating  Partnership  will issue an equivalent number  of  OP  Units  to  the
Company as general partnership  interests.   In 1998 and 1997, 285 and 4,000 OP
Units were converted into shares.

<PAGE> F-12

5.    CAPITAL TRANSACTIONS (CONTINUED)

      On January 28, 1997, the Company sold 1,500,000 shares of Common Stock in
an underwritten public offering at $27.13 per  share.   Net proceeds of $38,632
were  contributed to the Operating Partnership in exchange  for  additional  OP
Units and were principally used to repay indebtedness incurred by the Operating
Partnership to fund acquisition activities.

      On  June 1, 1997, the Operating Partnership issued 72,000 OP Units in the
acquisition of Silver Lake Mall (Note 3).  The value of the OP Units at June 1,
1997 was $1,863 (Note 8).

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, 1998 provide  for  the  following
minimum future rental income:
<TABLE>
<CAPTION>
Year                                                                           Total
                                                                             ----------
<S>           <C>                                                           <C>
1999..................................................                       $  78,855
2000..................................................                          73,294
2001..................................................                          65,757
2002..................................................                          58,188
2003..................................................                          51,141
Thereafter............................................                         293,079
                                                                             ----------
                                                                             $ 620,314
                                                                             ==========

</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>                                                            <C>      
1999...........................................................               $      983
2000...........................................................                      986
2001...........................................................                      998
2002...........................................................                    1,012
2003...........................................................                      968
Thereafter ....................................................                   26,390
                                                                               ----------
                                                                                $ 31,337
                                                                               ==========
</TABLE>

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

8.    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

      During 1998, 1997 and 1996, non-cash investing and financing transactions
included   an   increase   in  accounts  payable  of  $1,693,  $3,861  and  $0,
respectively, related to development activities, the assumption of debt related
to the

<PAGE> F-13

8.    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION (CONTINUED)
acquisition of Salem Center  totaling  $494 in December 1997, the assumption of
debt related to the acquisition of Silver  Lake  Mall  totaling $24,755 in June
1997,  and the write-off of capitalized tenant allowances  of  $657,  $406  and
$159, respectively.
In addition, the holders of Operating Partnership Units elected to convert 285,
4,000 and  16,000  OP  Units, having a recorded value of $3, $40 and $164, into
Common Stock in 1998, 1997 and 1996, respectively.

      Interest paid (net  of  capitalized  amounts of $3,754, $3,509 and $1,261
for 1998, 1997 and 1996) aggregated $17,763,  $8,276, and $7,707 for 1998, 1997
and 1996, respectively.

<TABLE>
<CAPTION>
             Purchase of the remaining 70% interest in Silver Lake Mall, Ltd.
<S>          <C>      <C>                                                              <C>
                      72,000 Operating Partnership Units issued  ...........            $       1,863
                      Book value of 30% equity investment in Silver Lake Mall, Ltd.            (1,555 )
                      Debt assumed..........................................                   24,755
                                                                                        --------------
                                                                                        $      25,063
                                                                                        ==============
</TABLE>

9.    RELATED PARTY TRANSACTIONS

      The Operating Partnership leases computer  services  from  Alta  Computer
Services,  Inc.  ("Alta").   Alta  is  majority owned by three directors of the
Company.  The Operating Partnership paid $175, $200, and $194 in 1998, 1997 and
1996, 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, 1998.

10.   STOCK INCENTIVE PLAN

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

A summary of the Company's 1993 Stock Option Plan activity is set forth below:
<TABLE>
<CAPTION>
                                       1998                                      1997                          1996
                                     ------------------------------------------------------------------------------------------
<S>                                 <C>       <C> <C>          <C> <C>         <C>  <C>         <C> <C>       <C> <C>
                                                       WEIGHTED                         WEIGHTED                     WEIGHTED
                                                        AVERAGE                          AVERAGE                       AVERAGE
                                                       EXERCISE                         EXERCISE                      EXERCISE
                                        SHARES           PRICE          SHARES            PRICE         SHARES         PRICE
                                     ------------  -------------     ----------      ------------    ----------    ------------
Outstanding at beginning of year         553,000      $ 18.07          558,000          $ 17.99         494,000       $  17.56
Granted                                  165,000        25.21            7,000            25.38         107,000          20.02
Exercised                                (51,000)       17.92          (12,000)           18.64         (22,000)         17.57
Forfeited                                (36,000)       22.49               --               --         (21,000)         18.85
                                       ---------     --------          -------          -------         -------        -------
Outstanding at end of year               631,000*    $  21.37          553,000          $ 18.07         558,000        $ 17.99
                                       =========     ========          =======          =======         =======        =======
Exercisable at end of year               360,000     $  18.06          277,000          $ 17.87         178,000        $ 17.77
                                       =========     ========          =======          =======         =======        =======
                                                                                                                      
</TABLE>
* The weighted average remaining contractual life of options outstanding  as of
  December  31,  1998  was  5  years.  The range of option prices was $17.50 to
  $25.38 per share.

<PAGE> F-14

10.   STOCK INCENTIVE PLAN (CONTINUED)

      The Operating Partnership  has  applied  Accounting Principals
Board Opinion 25 and selected interpretations in  accounting for its
plan.  Accordingly, no compensation costs have been recognized.  Had
compensation  costs  for  the  Operating  Partnership's   plan  been
determined  based  on  the  fair value at the grant date for options
granted in 1998, 1997 and 1996, respectively, in accordance with the
method   required   by  SFAS  123,   "Accounting   for   Stock-Based
Compensation", the Operating Partnership's net income and net income
per  share would have  been  reduced  to  the  proforma  amounts  as
follows:

<TABLE>
<CAPTION>
                                                                         FOR THE YEAR ENDED DECEMBER 31,
                                                         ---------------------------------------------------------------
<S>                                            <C>      <C>              <C>     <C>             <C>     <C>          
                                                               1998                     1997                    1996
                                                         --------------           -------------           --------------
Net income
 As reported...............................              $      33,612            $     32,846            $      28,494
 Proforma   ...............................              $      33,477            $     32,800            $      28,451

Basic net income per share
 As reported      .........................              $        1.58            $       1.56            $        1.45
 Proforma    .............................               $        1.57            $       1.55            $        1.45

Diluted net income per share                                                                              
 As reported          ...................                $        1.57            $       1.54            $        1.44
 Proforma     ...........................                $        1.56            $       1.54            $        1.44
</TABLE>

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

<TABLE>
<CAPTION>
                                                                        FOR THE YEAR ENDED DECEMBER 31,
<S>                                           <C>       <C>              <C>     <C>             <C>     <C>
                                                               1998                     1997                    1996
                                                         ---------------          ---------------         ---------------
Risk free interest rate                                           5.51%                  6.67%                  5.50%
Dividend yield...................... .....                        7.14%                  7.00%                  7.00%
Expected life....................... .....                     5 years                 9 years              10 years
Expected volatility                      .                       17.00%                 16.50%                 16.00%
Weighted average per share fair value of
 options granted during the year                         $        2.08            $       2.53            $     1.47
</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
Internal Revenue Service 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  and  beginning  at  20% per year
after  one  year of service.  The Company's contributions  to
the plan in 1998,  1997  and  1996  were $279, $225 and $190,
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

<PAGE> F-15

12.   FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
presented  herein  are  not  necessarily  indicative  of  the
amounts  the   Operating   Partnership   could   realize   on
disposition   of  the  financial  instruments.   The  use  of
different market  assumptions and/or estimation methodologies
may  have a material  effect  on  the  estimated  fair  value
amounts.

      The  carrying  value  of  cash, accounts receivable and
accounts payable at December 31, 1998 and 1997 are reasonable
estimates of their fair values because  of the short maturity
of these financial instruments.

      Borrowings with an aggregate carrying value of $472,990
and  $283,390  have  an  estimated aggregate  fair  value  of
$472,690  and  $283,533  at  December   31,  1998  and  1997,
respectively.   Estimated  fair  value is based  on  interest
rates  currently available to the Operating  Partnership  for
issuance  of  borrowings  with  similar  terms  and remaining
maturities.

13.   EARNINGS PER OP 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>   <C>            <C>    <C>            
                                                                  1998                   1997                  1996
                                                              --------------       --------------        --------------
Income (Numerator)
  Before Extraordinary Item                                   $     33,612          $     33,008          $     28,494
                                                              ==============       ==============        ==============
Shares (Denominator)                                            
  Basic-average common shares outstanding                       21,298,000            21,119,000            19,668,000
  Add: Dilutive effect of stock options                            103,000               166,000                85,000
                                                              --------------       --------------        --------------
Diluted shares                                                  21,401,000            21,285,000            19,753,000
                                                              ==============       ==============        ==============
Per-Share Amounts - Income Before Extraordinary Item
  Basic                                                        $      1.58          $       1.57          $       1.45
                                                              ==============       ==============        ==============
  Diluted                                                      $      1.57          $       1.55          $       1.44
                                                              ==============       ==============        ==============
</TABLE>

      Options to purchase 631,000, 553,000 and 558,000 shares
of Common Stock were outstanding  at  December 31, 1998, 1997
and 1996, respectively (Note 10), a portion of which has been
reflected above using the treasury stock method.

14.   SEGMENT INFORMATION

      In  1998, the Operating Partnership  adopted  SFAS  No.
131.  The prior  years'  information  has  been  restated  to
present   the   Operating   Partnership's   three  reportable
segments:  1)  regional malls, 2) community centers,  and  3)
commercial properties in conformity with SFAS No. 131.

      The accounting policies of the segments are the same as
those described  in  the  "Summary  of Significant Accounting
Policies."  Segment data includes total revenues and property
net   operating   income   (revenues   less   operating   and
maintenance, real estate taxes and insurance and  advertising
and  promotions ("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 17 regional malls
in  seven  states  containing approximately 9,810,000  square
feet of Total GLA and  which range in size from approximately
296,000 to 1,171,000 square feet of Total GLA.

      The community center  segment consists of 25 properties
in  seven states containing over  3,185,000  square  feet  of
Total  GLA  and two freestanding retail properties containing
approximately 5,000 square feet of GLA.

<PAGE> F-16

14.   SEGMENT INFORMATION (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 Company's headquarters is located.

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

<TABLE>
<CAPTION>
                                                 REGIONAL         COMMUNITY        COMMERCIAL
                                                   MALLS           CENTERS         PROPERTIES          OTHER           TOTAL
                                                -----------      -----------      ------------      -----------     -----------
<S>                                      <C>   <C>         <C>  <C>         <C>  <C>          <C>  <C>        <C>  <C>        
1998                                             
------
Total Revenues                                  $   82,622      $   17,849        $     8,299       $     299       $  109,069
Property Operating Expenses (1)                     23,895           4,144              1,643              --           29,682
                                               -----------      -----------      ------------      -----------     -----------
Property NOI (2)                                    58,727          13,705              6,656             299           79,387
Unallocated Expenses (3)                                --              --                 --          46,450           46,450
Unallocated Minority Interest (4)                       --              --                 --             421              421
Unallocated Other (5)                                   --              --                 --           1,096            1,096
Consolidated Net Income                                 --              --                 --              --           33,612
Additions to Real Estate Assets                    190,942             845                597           5,470          197,854
Total Assets (6)                                   604,937          80,307             30,899          17,012          733,155

1997
-----
Total Revenues                                      58,069          16,649              7,349             906           82,973
Property Operating Expenses (1)                     16,175           4,053              1,759              --           21,987
                                               -----------      -----------      ------------      -----------     -----------
Property NOI (2)                                    41,894          12,596              5,590             906           60,986
Unallocated Expenses (3)                                --              --                 --          27,923           27,923
Unallocated Minority Interest (4)                       --              --                 --             394              394
Unallocated Other (5)                                   --              --                 --             177              177
Consolidated Net Income                                 --              --                 --              --           32,846
Additions to Real Estate Assets                    154,331          11,246                907              --          166,484
Total Assets                                       423,800          80,274             31,909           9,701          545,684

1996
-----
Total Revenues                                      47,891          16,854              7,644             560           72,949
Property Operating Expenses (1)                     13,843           3,869              1,633              --           19,345
                                               -----------      -----------      ------------      -----------     -----------
Property NOI (2)                                    34,048          12,985              6,011             560           53,604
Unallocated Expenses (3)                                --              --                 --          24,815           24,815
Unallocated Minority Interest (4)                       --              --                 --             389              389
Unallocated Other (5)                                   --              --                 --              94               94
Consolidated Net Income                                 --              --                 --              --           28,494
Additions to Real Estate                            61,376           2,002              1,450             495           65,323
</TABLE>

(1)     Property operating expenses consist of operating,  maintenance,  real
        estate taxes, insurance, advertising and promotion expenses as listed
        in the consolidated statement of operations.
(2)     Total revenues minus property operating expenses.
(3)     Unallocated   expenses   consist   of   general  and  administrative,
        depreciation, amortization of deferred financing  costs, amortization
        of deferred leasing costs and interest as listed in  the consolidated
        statement of operations.
(4)     Unallocated minority interest includes minority interest in income of
        consolidated partnerships.
(5)     Unallocated other includes gain on sale of real estate  and  loss  on
        extinguishment  of  debt  as  listed in the consolidated statement of
        operations.
(6)     Unallocated other total assets  include  cash,  corporate offices and
        deferred financing costs.

<PAGE> F-17

15.   QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

      Financial  information for each of the quarters in 1998
and 1997 are as follows:

<TABLE>
<CAPTION>
<S>                                           <C>          <C>   <C>         <C>  <C>        <C>   <C>        <C>   <C>       
                                                  FIRST            SECOND             THIRD           FOURTH           TOTAL
                                               ------------       ----------       ----------       ----------       ---------
YEAR ENDED 1998

Total Revenues...............                   $   24,503          $ 23,283*       $ 27,046*        $ 34,237*      $ 109,069
Income Before Extraordinary Item, Gain on           
Sales of Real Estate and Minority Interest           8,093             7,112           6,922           10,810          32,937
Net Income ............                              7,991             7,018           7,051           11,552          33,612
Basic Earnings Per OP Unit ..                         0.38              0.33            0.33             0.54            1.58
Diluted Earnings Per OP Unit                          0.37              0.33            0.33             0.54            1.57
Distributions Declared Per OP Unit                   0.450             0.450           0.450            0.465           1.815**

YEAR ENDED 1997

Total Revenues ............                       $ 18,375          $ 18,617         $ 21,773         $ 24,208       $ 82,973

Income Before Extraordinary Item, Gain on          
Sales of Real Estate and Minority Interest           7,555             8,137            8,230            9,141         33,063
Net Income.................                          7,456             8,368            8,137            8,885         32,846
Basic Earnings Per OP Unit.......                     0.36              0.39             0.38             0.43           1.56
Diluted Earnings Per OP Unit                          0.36              0.39             0.38             0.41           1.54
Distributions Declared Per OP Unit                   0.435             0.435            0.435            0.450          1.755**
</TABLE>

*    Effective  April   1,   1998,  the  Company  prospectively  adopted  the
     provisions of Issue No. 98-9  ("EITF  98-9")  Accounting  For Contingent
     Rent in Interim Financial Periods, which was issued on May  21,  1998 by
     the Financial Accounting Standards Board Emerging Issues Task Force  and
     which  significantly changes the Company's recognition of percentage and
     overage rents revenue in interim periods. See Note 2.
**   Of which  $.308 and $.194 represents a non-taxable return of capital for
     1998 and 1997, respectively.

16.   PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

      The  following  unaudited  proforma  summary  financial
information  for  1998  and  1997,  is  presented  as  if the
acquisitions  of  NorthTown  Mall,  Silver Lake Mall, Visalia
Mall, Salem Center and the additional  Common  Stock offering
and additional OP Units issued on January 22, 1997,  had been
consummated as of January 1, 1997.


<TABLE>
<CAPTION>
                                                                  1998                         1997
                                                             ---------------             ----------------
<S>                                                 <C>      <C>                 <C>      <C>               
Revenues.....                                                $      117,384               $     107,418
Income Before Extraordinary Item...............              $       32,915               $      32,497
Net Income...                                                $       32,915               $      32,335
Basic Earnings Per Share
  Income Before Extraordinary Item.............              $         1.55               $        1.53
  Net Income.                                                $         1.55               $        1.52
Diluted Earnings Per Share
   Income Before Extraordinary Item............              $         1.54               $        1.52
   Net Income                                                $         1.54               $        1.51
</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 acquisitions and offering  been  completed as of
the beginning of the periods presented, nor does  it  purport
to represent the results of operations for future periods.

<PAGE> F-18

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

     SCHEDULE II
                        PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                               VALUATION AND QUALIFYING ACCOUNTS
                     FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
                                    (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                    BALANCE AT          CHARGED TO
                                                     BEGINNING            EXPENSE                                BALANCE AT
                                                      OF YEAR                               DEDUCTIONS           END OF YEAR
                                                  --------------       -------------       -------------       --------------
<S>                                        <C>   <C>            <C>   <C>           <C>   <C>           <C>   <C>           
Year ended December 31, 1998
Allowance for uncollectible accounts              $      570           $     537           $     366           $      741
Year ended December 31, 1997
Allowance for uncollectible accounts              $      489           $     346           $     265           $      570
Year ended December 31, 1996
Allowance for uncollectible accounts              $      504           $     340           $     355           $      489
</TABLE>




<PAGE> F-19

<TABLE>
<CAPTION>

                                                                   SCHEDULE III             

                                 
                                      PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                                          REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                      DECEMBER 31, 1998
                                                   (DOLLARS IN THOUSANDS)

                                               CAPITALIZED     GROSS AMOUNT AT WHICH
                            INITIAL COSTS     SUBSEQUENT    CARRIED AT CLOSE OF PERIOD                                     DEPREC-
                         -------------------                ----------------------------                                   IABLE
               RELATED            BUILDING &       TO                 BLDG. &            ACCUMULATED                        LIVES
DESCRIPTION  ENCUMBRANCES LAND   IMPROVEMENTS ACQUISITION(1) LAND  Improvements TOTAL(2) DEPRECIATION CONSTRUCTION ACQUIRED YEARS
------------ ----------- ------  ------------ ------------- ------ ------------ ------- ------------- ------------ -------- -----
<S>           <C>       <C>      <C>         <C>          <C>      <C>          <C>      <C>         <C>          <C>      <C> 

REGIONAL
MALLS
Animas
Valley Mall,   $     --  $  3,902 $  24,059           723     3,902     24,782     28,684 $    2,185          --      1995      40
Farmington,
NM
Boise Towne
Square, Boise,   32,475     9,218        --        48,994     9,218     48,994     58,212     13,748     1987-88     1985-86  5-40
ID                                           
Cache Valley
Mall,
Logan, UT         5,781       909        --         8,727       909      8,727      9,636      4,537     1975-76     1973-75 10-40
                                           
Cottonwood
Mall,
Salt Lake        19,857     7,514    20,776        30,959     7,514     51,735     59,249     19,696     1981-87     1980     4-40
City, UT
Eastridge
Mall,
Casper, WY           --     4,300    19,896         5,915     4,300     25,811     30,111      1,930          --     1995       40
Grand Teton
Mall, Idaho          --     5,802    28,614         3,037     7,743     29,710     37,453      2,033          --     1996       40
Falls, ID
North Plains     
Mall, Clovis,     5,472     2,664        --        12,479     2,664     12,479     15,143      3,690     1984-85   1979-84   10-40
NM                                           
NorthTown
Mall, Spokane,
WA               84,277     6,902   120,458            19     6,902    120,477    127,379      1,253     1997-98     1997       40
Pine Ridge
Mall,
Pocatello,       10,019     1,883        --        21,911     1,883     21,911     23,794      8,501     1979-81     1979    10-40
ID
Provo Towne
Centre, Provo,   30,550    13,829    41,820         7,674     9,241     54,082     63,323        202     1997-98     1997       40
UT
Red Cliffs
Mall,
St. George,       6,235       903        --        13,546       903     13,546     14,449      3,339     1989-90     1989     3-40
UT
Salem Center,
Salem, OR            --     1,704    30,504           396     1,704     30,900     32,604        770          --     1997       40
Silver Lake
 Mall,
Coeur d'Alene,   12,510     4,055    21,379           394     4,055     21,773     25,828        856          --     1997       40
ID
Spokane Valley
Mall, Spokane    47,505     6,645    34,341        24,085     6,745     58,326     65,071      2,387     1990-97     1990       40
WA
Three Rivers
Mall, Kelso,
WA               10,175     1,977        --        20,538     1,977     20,538     22,515      5,554     1986-87     1984    10-40
Visalia Mall,
Visalia, CA          --     6,146    31,812         1,187     6,146     32,999     39,145      1,300          --     1997       40
White Mountain
Mall, Rock        5,083     1,120        --        15,742     1,120     15,742     16,862      6,532     1977-78     1977       40
Springs, WY
COMMUNITY
CENTERS
Alameda Plaza,
Pocatello, ID        --       500        --         3,365       500      3,365      3,865      1,922        1973     1973       40
Anaheim Plaza,
Anaheim, CA          --        --        --            54        --         54         54         32     1980-81     1979       40
Austin Bluffs
Plaza,               --     1,488        --         1,923     1,488      1,923      3,411        628        1985     1979     3-40
Colorado
Springs, CO
Bailey Hills
Plaza,
Eugene, OR           --       157        --           297       157        297        454         54     1988-89     1988       40
Baskin Robbins               
17th St.,            --         9        67             7         9         74         83         20          --     1988       40
Idaho Falls, ID
Boise Plaza,
Boise, ID            --       322        --         1,382       322      1,382      1,704        935     1970-71     1970       40
Boise Towne
Plaza,
Boise, ID            --     3,316     4,243         1,693     3,316      5,936      9,252        258     1996-97     1994       40
Cottonwood
Square,
Salt Lake            --     1,926     3,535             6     1,926      3,541      5,467        266          --     1995       40
City, UT
Division
Crossing,
Portland, OR         --     2,429        --         4,483     2,429      4,483      6,912        933     1990-91     1990    20-40
Fort Union
Plaza,
Salt Lake            --        21        --         1,623        21      1,623      1,644        657     1979-84       --       40
City, UT
Fremont Plaza,
Las Vegas, NV        --        --        --         2,254        --      2,254      2,254      1,190     1976-80       --       40
Fry's Shopping
Plaza,
Glendale, AZ         --       353        --         4,672     1,254      3,771      5,025      1,647     1980-81     1980       40
Gateway
Crossing,
Bountiful, UT        --     3,644        --         8,487     3,644      8,487     12,131      1,277     1990-92     1990       40
</TABLE>
<PAGE> F-20

[CAPTION]
<TABLE>                           
                                       PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                                          REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                      DECEMBER 31, 1998
                                                   (DOLLARS IN THOUSANDS)

                                               CAPITALIZED     GROSS AMOUNT AT WHICH
                             INITIAL COSTS     SUBSEQUENT    CARRIED AT CLOSE OF PERIOD                                     DEPREC-
                           ------------------                ----------------------------                                   IABLE
                 RELATED           BUILDING &       TO                 BLDG. &            ACCUMULATED                        LIVES
DESCRIPTION    ENCUMBRANCES LAND  IMPROVEMENTS ACQUISITION(1) LAND  Improvements TOTAL(2) DEPRECIATION CONSTRUCTION ACQUIRED YEARS
-------------  ------------ ----- ------------ ------------- ------ ------------ ------- ------------- ------------ -------- -----
<S>           <C>          <C>    <C>          <C>           <C>    <C>        <C>       <C>         <C>          <C>      <C> 

COMMUNITY
CENTERS
(CONTINUED)                      
Halsey
Crossing,
Gresham, OR          --        --        --         2,383        --      2,383      2,383        569     1989-91       --     4-40
Nephi Bank,
Nephi, UT            --        17       183            --        17        183        200        144          --     1976       40
North Temple                                                   
Shops, Salt       
Lake City, UT        --        60        --           177        60        177        237         89        1970     1970       40
Orem Plaza
Center Street,     
Orem, UT             --       371       330          1,091      344      1,448      1,792        653     1976-87     1973    10-40
Orem Plaza
State Street,       
Orem, UT             --       126        --            687      126        687        813        368        1975     1973    29-40
Plaza 800,
Sparks, NV           --        33     2,969             42       33      3,011      3,044      1,747        1974       --       40
Plaza 9400,
Sandy, UT            --        --        --          4,514       --      4,514      4,514      2,048     1976-84       --    10-40
Red Cliffs
Plaza, St.            
George, UT           --        --     2,403             --       --      2,403      2,403        255     1994-95  1994-95       40
River Pointe
Plaza, West         
Jordan, UT           --     1,130        --          2,668    1,130      2,668      3,798        817     1987-88  1986-87     5-40
Riverside
Plaza,
Provo, UT            --       427     1,886          4,006      427      5,892      6,319      1,558     1978-81     1977       40
Twin Falls
Crossing,
Twin         
Falls, ID            --       125        --            776      125        776        901        426        1976     1975       40
University
Crossing,
Orem, UT             --       230        --          5,017      230      5,017      5,247      1,804     1971-92     1971       40
Woodlands
Village,                 
Flagstaff, AZ        --     2,068     5,329            236    2,068      5,565      7,633        604         --      1994       40
Yellowstone
Square, Idaho       
Falls, ID            --       355        --          4,552      355      4,552      4,907      2,686     1972-77     1972       40

COMMERCIAL
PROPERTIES
First Security
Place, Boise,        --       300        --          3,249      300      3,249      3,549      1,553     1978-80     1978   10-40
ID                                      
Price Business
Center -
Commerce Park,       --       415     2,109          8,524    1,147      9,901     11,048      1,596        1980  1973-95      40
 West Valley
 City, UT
Price Business
Center-
Pioneer                                            
Square,              --       658        --          9,956      616      9,998     10,614      3,212     1974-92     1973    3-40
Salt Lake
City, UT
Price Business
Center-South
Main,                --       317        --          1,949      295      1,971      2,266      1,015     1967-82  1966-81    3-40
Salt Lake City,
Utah
Price Business
Center-
Timesquare,          --       581        --          9,439      581      9,439     10,020      3,854     1974-80  1972-80    5-40
Salt Lake
City, UT
Sears-Eastbay,
 Provo, UT        1,766       275        --          2,079      275      2,079      2,354        509     1989-90     1989      40
                                      
OTHER REAL
ESTATE
The Mall
at Sierra
Vista,               --     1,636       885            --     1,636        885      2,521         --
Sierra
Vista, AZ
Miscellaneous
Real Estate          --     1,164        17         6,298     1,164      6,315      7,479        297          --  1980-98      40
               --------  -------- ---------   -----------  -------- ----------  --------- ----------  ----------
                    
TOTAL          $271,705  $103,926 $ 397,615   $   314,215  $102,921 $  712,835  $ 815,756 $  114,136
               ========  ======== =========   ===========  ======== ==========  ========= ==========

</TABLE>
 ----------------------
(1)   Included  are  development  costs subsequent to acquisition or opening of
      property.
(2)  The  aggregate cost for Federal  Income  Tax  purposes  was  approximately
     $829,467 at December 31, 1998.
<PAGE> F-21
<TABLE>
<CAPTION>
            

                                                       PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP
                                                          REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                                      DECEMBER 31, 1998
                                                                   (DOLLARS IN THOUSANDS)



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




                                                                          FOR THE YEARS ENDED DECEMBER 31,
                                                         --------------------------------------------------------------
<S>                                                     <C>                    <C>                       <C>
                                                             1998                     1997                    1996
                                                         -------------          ---------------           -------------
Real Estate Investments                                      
 Balance at Beginning of Year                           $     619,371             $     453,241           $     388,205
 Acquisitions                                                 128,000                    96,615                  37,055
 Improvements                                                  69,854                    69,921                  28,268
 Disposition of Property                                       (1,469)                     (406)                   (287)
                                                        -------------             -------------           -------------
Balance at End of Year                                  $     815,756             $     619,371           $     453,241
                                                        =============             =============           =============

Accumulated Depreciation
 Balance at Beginning of Year                           $      98,404             $      87,318           $      77,462
 Depreciation                                                  17,072                    11,492                  10,015
 Depreciation of Disposed Property                             (1,340)                     (406)                   (159)
                                                        -------------             -------------           -------------
Balance at End of Year                                  $     114,136             $      98,404           $      87,318
                                                        =============             =============           =============

</TABLE>


<PAGE> F-22
                                                                EXHIBIT 10.16   

SECOND AMENDMENT TO AMENDED AND RESTATED  AGREEMENT OF LIMITED PARTNERSHIP OF
PRICE DEVELOPMENT COMPANY, LIMITED PARTNERSHIP


          SECOND  AMENDMENT TO THE AMENDED AND RESTATED  AGREEMENT  OF  LIMITED

PARTNERSHIP   OF  PRICE   DEVELOPMENT   COMPANY,   LIMITED   PARTNERSHIP   (the

"Partnership"), dated as of January 21, 1994, as amended by the First Amendment

thereto, dated  as  of  January  21, 1994 (the "Partnership Agreement"), by and

among JP Realty, Inc., as general  partner  (the  "General  Partner"),  and the

Persons  whose  names are set forth on EXHIBIT A attached thereto and any other

Persons who may have become partners in the Partnership as provided therein, as

limited partners  (the  "Limited  Partners").   Capitalized  terms used but not

otherwise  defined  in  this  Second  Amendment  shall  have the same  meanings

ascribed to them in the Partnership Agreement.


                               W I T N E S E T H:

          WHEREAS, pursuant to Section 14.1.A of the Partnership  Agreement,  a

majority  of the Limited Partners of the Partnership have approved an amendment

(the "Amendment")  to  the Partnership Agreement relating to the subject matter

hereof; and

          WHEREAS, pursuant to Section 14.1.B of the Partnership Agreement, the

General Partner has approved  an amendment to, and restatement of, the Schedule

of Partners set forth on EXHIBIT  A to the Partnership Agreement (the "Schedule

of Partners") that reflects the current  composition  of  the  partners  of the

Partnership; and

          WHEREAS,  in  accordance with the terms of the Partnership Agreement,

the General Partner has been authorized to enter into this Second Amendment for

the purpose of amending the  Partnership Agreement to include the Amendment and

the Schedule of Partners attached hereto.

<PAGE> 

          NOW, THEREFORE, pursuant  to  the  authority  granted  by the Limited

Partners  and  pursuant  to  Section  11.4.B  of the Partnership Agreement  the

General Partner hereby amends the Partnership Agreement as follows:

     1.   THE  AMENDMENT.   The  Partnership Agreement  is  hereby  amended  as

follows:

          (A)  The following terms  and  phrases  and their respective meanings

are hereby added to Article I of the Partnership Agreement:

          "AGGREGATE RESTORATION AMOUNT" means with  respect  to  the Obligated
     Partners,  as a group, the aggregate balances of the Restoration  Amounts,
     if any, of the Obligated Partners, as determined on the date in question.

          "DEBT SERVICE" means, for any period, the sum of interest expense and
     regularly scheduled principal amortization for the most recently available
     trailing twelve-month period.

          "EBITDA"  means,  for any period, the earnings of the Partnership for
     such period before interest expense, taxes, depreciation and amortization,
     determined in each case on a consolidated basis in accordance with GAAP.

          "GAAP" means the generally  accepted  accounting principles in effect
     in the United States.

          "GUARANTEED AMOUNT" means, with respect  to  each  Obligated Partner,
     the amount, if any, of the Price Capital Corp. $95 million  Collateralized
     Notes  due  2001  directly  guaranteed by such Obligated Partner  (or  its
     partners  in the case of Fairfax  Holding,  LLC)  pursuant  to  a  Limited
     Guarantee Agreement,  dated  January  21, 1994, by and among the Obligated
     Partner, Continental Bank, N.A. and, if  applicable,  certain  partners of
     the Obligated Partner.

          "MARKET  VALUE  OF  TOTAL  EQUITY"  means  the  total  value  of  all
     outstanding  Partnership  Units,  with each Partnership Unit valued at the
     current market value of a REIT Share.

          "OBLIGATED PARTNER(S)" means that  or those Limited Partner(s) listed
     as  Obligated Partner(s) on EXHIBIT B attached  hereto  and  made  a  part
     hereof,  as  such  exhibit may be amended from time to time by the General
     Partner.  Any successor,  assignee or transferee of the entire Partnership
     Interest of an Obligated Partner shall be considered an Obligated Partner;
     provided,  however,  that  if  an  Obligated  Partner,  which  is  not  an
     individual  (an  "Entity  Obligated   Partner"),   makes   a   liquidating
     distribution  to  an  interest holder who is being allocated a portion  of
     such Entity Obligated Partner's  Restoration  Amount,  the General Partner
     shall  amend EXHIBIT B to add such distributee as an additional  Obligated
     Partner  with  a  Restoration Amount equal to such distributee's allocable
     share  of such Entity  Obligated  Partner's  Restoration  Amount  and  the
     Restoration  Amount  of  the  Entity  Obligated  Partner  shall be reduced
     accordingly.

          "RESTORATION AMOUNT" means with respect to any Obligated Partner, the
     amount set

     <PAGE>
     forth opposite the name of such Obligated Partner  on EXHIBIT B
     attached  hereto  and made a part hereof, as such exhibit may be  adjusted
     from time to time by  the General Partner.  If an Entity Obligated Partner
     makes a liquidating distribution  to  an  interest  holder  who  is  being
     allocated a portion of such Entity Obligated Partner's Restoration Amount,
     the  General  Partner  shall amend EXHIBIT B to add such distributee as an
     additional  Obligated  Partner,   and   the  Restoration  Amount  of  such
     additional  Obligated  Partner shall equal  such  distributee's  allocable
     share  of  the Entity Obligated  Partner's  Restoration  Amount,  and  the
     Restoration  Amount  of  the  Entity  Obligated  Partner  shall be reduced
     accordingly.

          "RECOURSE  LIABILITY" means the amount of indebtedness  owed  by  the
     Partnership other  than  Nonrecourse  Liabilities  and Partner Nonrecourse
     Debt.

          "TOTAL  LIABILITIES"  means,  as  of  the date of determination,  all
     liabilities  of the Partnership, determined on  a  consolidated  basis  in
     conformity with GAAP.

          (B)  The  definition  of  "Adjusted  Capital  Account"  set  forth in

Article  I  of the Partnership Agreement is hereby deleted in its entirety  and

replaced by the following:

          "ADJUSTED  CAPITAL  ACCOUNT" means the Capital Account maintained for
     each Partner for each Partnership  Year (i) increased by any amounts which
     such Partner is obligated to restore  pursuant  to  any  provision of this
     Agreement or otherwise or is deemed to be obligated to restore pursuant to
     Regulation 1.704-1(b)(ii)(c) or the penultimate sentences  of  Regulations
     (section) 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) decreased by  the items
     described in Regulations (section) 1.704-1(b)(2)(ii)(d)(4), (5), and  (6).
     The foregoing definition of Adjusted Capital Account is intended to comply
     with  the  provisions  of  Regulations(section) 1.704-1(b)(2)(ii)(d) and
     shall be interpreted consistently therewith.

          (C)  Section 4.1 of the Partnership  Agreement  is  hereby deleted in

its entirety and replaced by the following:

          Section 4.1 CAPITAL CONTRIBUTIONS OF THE PARTNERS

          At  the  time of the execution of this Agreement, the Partners  shall
     make Capital Contributions set forth in EXHIBIT A to this Agreement.  Each
     Partner shall own  Partnership  Units  in  the  amount  set forth for such
     Partner  in  EXHIBIT  A  and  shall  have  a  Percentage Interest  in  the
     Partnership as set forth for such Partner in EXHIBIT  A,  which Percentage
     Interest shall be adjusted in EXHIBIT A from time to time by  the  General
     Partner  to  the  extent  necessary  in  accordance with the terms of this
     Agreement to reflect accurately exchanges  of  Partnership  Units for REIT
     Shares  in  accordance with the Exchange Agreement, Capital Contributions,
     the issuance  of  additional  Partnership Units (pursuant to any merger or
     otherwise), a change in the number  of  issued and outstanding REIT Shares
     pursuant  to Section 7.4.D of this Agreement,  or  an  adjustment  of  the
     nature contemplated  by  Section  7.5.B  hereof.   Except  as  provided in
     Sections 4.2, 10.5 and 13.3, the Partners shall have no obligation to make
     any additional Capital Contributions or loans to the Partnership.

          (D)   Section  6.1 of the Partnership Agreement is hereby deleted  in

its entirety and replaced by the following:

<PAGE> 
          Section 6.1 ALLOCATIONS OF PROFITS AND LOSSES

          A.  ALLOCATION OF  PROFITS.   After  giving  effect  to the mandatory
     allocations set forth in Section 6.2, Profits for any Partnership  Year or
     other  applicable  period  shall  be  allocated  to  the  Partners  in the
     following order of priority:

               (i)  First,  to  the  General  Partner  to  the  extent that the
     cumulative  Losses  allocated to the General Partner pursuant  to  Section
     6.1.B(iv) exceed the  cumulative  Profits allocated to the General Partner
     pursuant to this Section 6.1.A(i);

               (ii) Second, to each Partner  to the extent of and in proportion
     to the amount by which the cumulative Losses  allocated  to  such  Partner
     pursuant to Section 6.1.B(iii) exceed the cumulative Profits allocated  to
     such Partner pursuant to this Section 6.1.A(ii);

               (iii)   Third,  to  the  General  Partner to the extent that the
     cumulative  Losses allocated to the General Partner  pursuant  to  Section
     6.1.B(ii), exceed  the cumulative Profits allocated to the General Partner
     pursuant to this Section 6.1.A(iii);

               (iv) Fourth,  to each Partner to the extent of and in proportion
     to the amount by which the  cumulative  Losses  allocated  to such Partner
     pursuant to Section 6.1.B(i), exceed the cumulative Profits  allocated  to
     such Partner pursuant to this Section 6.1.A(iv); and

               (v)  Thereafter,  to  the  Partners  in  accordance  with  their
     respective Percentage Interests.

          B.   ALLOCATION  OF  LOSSES.   After  giving  effect to the mandatory
     allocations set forth in Section 6.2, Losses for any  Partnership  Year or
     other  applicable  period  shall  be  allocated  to  the  Partners  in the
     following order of priority:

               (i)  First,  to  the Partners, in proportion to their respective
     Percentage Interests; provided  that  Losses  allocated  pursuant  to this
     Section 6.1.B(i) shall not exceed the maximum amount of Losses that can be
     allocated  without causing any Partner to have a negative Adjusted Capital
     Account balance  (excluding for this purpose any increase to such Adjusted
     Capital Account for  a  Partner's  actual  obligation  to  fund  a deficit
     Capital Account balance, including the obligation of an Obligated  Partner
     to  fund  a  deficit  Capital  Account  balance  pursuant  to Section 13.3
     hereof);

               (ii) Second, to the General Partner, until the General Partner's
     Adjusted Capital Account (excluding for this purpose any increase  to such
     Adjusted Capital Account Deficit for the obligation of the General Partner
     to  actually fund a deficit Capital Account balance) equals the excess  of
     (i) the amount of Recourse Liabilities over (ii) the Aggregate Restoration
     Amount;

               (iii)  Third,  to the Obligated Partners, in proportion to their
     respective Restoration Amounts,  until such time as the Obligated Partners
     have been allocated an aggregate amount of Losses pursuant to this Section
     6.1.B(iii) equal to the Aggregate Restoration Amount; and

               (iv) Thereafter, to the General Partner.

<PAGE>

          This Section 6.1 shall control  notwithstanding  any  reallocation or
     adjustment of taxable income, loss or other items by the IRS  or any other
     taxing authority; provided, however, that neither the Partnership  nor the
     General  Partner  (nor any of their respective affiliates) is required  to
     indemnify any Obligated  Partner  (or  its affiliates) for the loss of any
     tax  benefit  resulting from any reallocation  or  adjustment  of  taxable
     income, loss or  other  items  by  the IRS or other taxing authority.  The
     provisions of this Section 6.1 shall  not  be  amended  in  a manner which
     adversely  affects  an  Obligated  Partner  (without  the consent of  such
     Obligated Partner), provided that the General Partner may  amend EXHIBIT B
     to add additional Obligated Partners.

          (E)  Section 13.3 of the Partnership Agreement is hereby  deleted  in

its entirety and replaced by the following:

          Section 13.3 NEGATIVE CAPITAL ACCOUNTS

          A.  Except  as  provided  in the next sentence and Section 13.3.B, no
     Partner shall be liable to the Partnership or to any other Partner for any
     deficit or negative balance which  may  exist  in  such  Partner's Capital
     Account.   Upon  liquidation  of  an Obligated Partner's interest  in  the
     Partnership pursuant to a liquidation  of the Partnership or by means of a
     distribution to the Obligated Partner by  the  Partnership,  if  any  such
     Obligated  Partner  has  a  deficit  balance in its Capital Account (after
     giving  effect  to  all  contributions,  distributions,   allocations  and
     adjustments  to  Capital  Accounts  for all periods), each such  Obligated
     Partner shall contribute to the capital of the Partnership an amount equal
     to its respective deficit balance; such  obligation to be satisfied by the
     end of the Partnership Year of liquidation  (or,  if  later, within ninety
     (90) days following the liquidation and dissolution of  the  Partnership.)
     Such  contributions  shall  be used to make payments to creditors  of  the
     Partnership and such Obligated Partners (i) shall not be subrogated to the
     rights of any such creditor against  the General Partner, the Partnership,
     another Partner or any person related  thereto,  and (ii) hereby waive any
     right  to  reimbursement,  contribution  or similar right  to  which  such
     Obligated  Partners  might  otherwise  be entitled  as  a  result  of  the
     performance of its obligations under this Agreement.

          B.  Notwithstanding  any  other  provision   of  this  Agreement,  an
     Obligated Partner shall cease to be an Obligated Partner  upon an exchange
     of  all of such Obligated Partner's remaining Partnership Units  for  REIT
     Shares  (pursuant  to  the  Exchange Agreement) 6 months after the date of
     such  exchange  unless at the time  of,  or  during  the  6  month  period
     following, such exchange, there has been:

               (i)  An  entry of a decree or order for relief in respect of the
     Partnership by a court  having jurisdiction over a substantial part of the
     Partnership's  assets, or  the  appointment  of  a  receiver,  liquidator,
     assignee, custodian,  trustee, sequestrator (or other similar official) of
     the Partnership or of any  substantial  part  of its property, or ordering
     the  winding  up  or  liquidation  of  the Partnership's  affairs,  in  an
     involuntary case under the federal bankruptcy  laws,  as  now or hereafter
     constituted,   or  any  other  applicable  federal  or  state  bankruptcy,
     insolvency or other similar law; or

               (ii)  The commencement against the Partnership of an involuntary
     case under the federal  bankruptcy  laws, as now or hereafter constituted,
     or any other applicable federal

<PAGE>

     or state  bankruptcy,  insolvency or other
     similar law; or

               (iii)  The commencement by the Partnership of  a  voluntary case
     under the federal bankruptcy laws, as now or hereafter constituted, or any
     other applicable federal or state bankruptcy, insolvency or other  similar
     law,  or  the  consent  by  it  to  the entry of an order for relief in an
     involuntary  case  under  any  such  law or  the  consent  by  it  to  the
     appointment of or taking possession by  a  receiver, liquidator, assignee,
     custodian,  trustee,  sequestrator  (or  other similar  official)  of  the
     Partnership or of any substantial part of  its  property, or the making by
     it of a general assignment for the benefit of creditors, or the failure of
     Partnership generally to pay its debts as such debts  become  due  or  the
     taking of any action in furtherance of any of the foregoing; or

               (iv)   A failure by the Partnership to maintain a ratio of Total
     Liabilities to Market Value of Total Equity of less than 400%; or

               (v)  A failure  by the Partnership to maintain a ratio of EBITDA
     to Debt Service of greater than 110%.

          Following the passage  of  the  six-month  period  described  in this
     Section  13.3.B,  an  Obligated  Partner  shall  cease  to be an Obligated
     Partner at the first time, if any, that all of the conditions set forth in
     (i) through (v) above are no longer in existence.

          (F)  Section 14.1 of the Partnership Agreement is hereby  amended  to

include the following Subsection D:

               D.  Notwithstanding  Sections  14.1.A, 14.1.B and 14.1.C hereof,
     the  General Partner shall have the power,  without  the  consent  of  the
     Limited  Partners  (whether or not Obligated Partners), to amend EXHIBIT B
     hereto for the purpose  of  adding,  substituting or removing an Obligated
     Partner or adjusting the Restoration Amount  with respect to any Obligated
     Partner; provided, however, EXHIBIT B shall not  be  amended  without  the
     prior written consent of the Obligated Partner(s) being adversely affected
     thereby.   Notwithstanding  the foregoing sentence, in connection with any
     liquidating  distribution made  by  an  Entity  Obligated  Partner  to  an
     interest holder  who is being allocated a portion of such Entity Obligated
     Partner's Restoration  Amount,  the  General  Partner  shall also have the
     power,  without  the  consent  of  the  Limited Partners (whether  or  not
     Obligated Partners), to amend EXHIBIT B hereto  for  the  purpose  of  (i)
     adding  such  distributee  as  an  additional  Obligated  Partner  with  a
     Restoration  Amount  equal  to  such distributee's allocable share of such
     Entity  Obligated  Partner's  Restoration   Amount   and   (ii)  making  a
     corresponding reduction in the Restoration Amount of such Entity Obligated
     Partner.

          (G)  EXHIBIT B attached to this Second Amendment is hereby  added  to

the Partnership Agreement as EXHIBIT B.

     2.   SCHEDULE OF PARTNERS.  The Schedule of Partners which is set forth on

EXHIBIT  A  to  the Partnership Agreement is hereby deleted in its entirety and

replaced by the Schedule  of  Partners  on  EXHIBIT  A  attached to this Second

Amendment.

<PAGE>

     3.   RATIFICATION.  Except as expressly modified by this Second Amendment,

all  of  the  provisions of the Partnership Agreement are hereby  affirmed  and

ratified and remain in full force and effect.

          IN WITNESS  WHEREOF,  this Second Amendment has been duly executed by

the General Partner on behalf of  the  Partnership  as  of the day and year set

forth below.


DATED:  December 16, 1998         GENERAL PARTNER:

                                   JP REALTY, INC.



                                   By: /S/ G. REX FRAZIER
                                   -----------------------
                                   Name:  G. Rex Frazier
                                   Title:  President




<PAGE>
                                   EXHIBIT A

                      PARTNERS AND PARTNERSHIP INTERESTS


<TABLE>
<CAPTION>
Name of Partner                                       Partnership                   Percentage
                                                         Units                       Interest
                                                  ------------------              ----------------    
<S>                                              <C>                             <C>         
GENERAL PARTNER
JP Realty, Inc.                                      17,640,547                        82.74778%
35 Century Park-Way
Salt Lake City, Utah 84115

LIMITED PARTNERS
Boise Mall Investment Company, Ltd.                     824,411                         3.86712%
Brown, Mike                                                 125                          .00059%
Butterworth, Jodi                                           150                          .00070%
Bybee, Terry                                                320                          .00150%
Cache Valley Mall Partnership, Ltd.                     328,813                         1.54239%
Chandler, Harry                                             100                          .00047%
Clauson, Pat                                                100                          .00047%
Cloward, Burke                                           35,460                          .16633%
Cordano, Alan                                               765                          .00359%
Cordano, James                                            1,531                          .00718%
Curtis, Greg                                                 24                          .00011%
Curtis, Vardell                                             125                          .00059%
Dalton, Jim                                                 100                          .00047%
East Ridge Partnership                                      100                          .00047%
Enslow, Mike                                                320                          .00150%
Fairfax Holding, LLC                                    786,226                         3.68801%
Frank, Alan                                               5,486                          .02573%
Frazier, G. Rex                                           3,680                          .01726%
Frei, Michael                                             6,817                          .03198%
Gillette, Jerry                                             100                          .00047%
Hall Investment Company                                  10,204                          .04786%
Hansen, Kenneth                                           5,102                          .02393%
JCP Realty, Inc.                                        350,460                         1.64393%
Johnson, Kent                                               200                          .00094%
KFC Advertising                                           5,487                          .02574%
KP Associates                                           126,847                          .59501%
Kelley, Chad                                                125                          .00059%
Kelley, Paul                                                 25                          .00012%
King, Warren P.                                           6,244                          .02929%
Mendenhall, Paul K.                                         214                          .00100%
Mulkey, Tom                                                 100                          .00047%
North  Plains  Development Company, Ltd.                 19,033                          .08928%
North Plains Land Company, Ltd.                           1,758                          .00825%
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Name of Partner                                       Partnership                   Percentage
                                                         Units                       Interest
                                                  ------------------              ----------------    
<S>                                              <C>                             <C>         
Olson, Carl                                               1,894                          .00888%
Orton, Byron                                                125                          .00059%
Peterson, Martin G.                                         692                          .00325%
Pine   Ridge  Development  Company, Ltd.                 77,641                          .36420%
Pine Ridge Land Company, Ltd.                             5,176                          .02428%
Price, John                                                 100                          .00047%
Price, Steven                                               350                          .00164%
Price 800 Company, Ltd.                                 156,615                          .73465%
Price Eugene Bailey Company, Ltd.                        17,497                          .08207%
Price Fremont Company, Ltd.                             166,315                          .78015%
Price Glendale Company, Ltd.                              3,935                          .01846%
Price Orem Investment Company, Ltd.                      66,747                          .31309%
Price Plaza 800 Company, Ltd.                            12,199                          .05722%
Price Provo Company, Ltd.                               102,029                          .47859%
Price Riverside Company, Ltd.                            10,983                          .05152%
Price Rock Springs Company, Ltd.                         11,100                          .05207%
Price Taywin Company, Ltd.                              106,381                          .49901%
Priet, Nettie                                               100                          .00047%
Red Cliff Mall Investment Company                       167,379                          .78514%
RMC Mall Corp.                                           41,518                          .19475%
Roebbelen Engineering                                    72,000                          .33774%
Souvall, Sam                                             23,371                          .10963%
Taycor Ltd.                                              35,462                          .16634%
Tech Park II Company, Ltd.                                4,929                          .02312%
Vise, Phil                                                  160                          .00075%
Watcott, Keith                                           35,460                          .16633%
Watkins, Gary                                             5,102                          .02393%
Wilcher, Abe                                              5,306                          .02489%
Wilcher, Lena                                            10,000                          .04691%
YSP                                                      16,787                          .07874%
                                                     ----------                       ----------
                                                     21,318,452                       100.00000%
                                                     ==========                       ==========

</TABLE>

<PAGE>



                                                       EXHIBIT 23

                CONSENT OF INDEPENDENT ACCOUNTANTS


     We  hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statements on Form S-3 (No. 333-34835
and No. 333-34835-01)  of Price Development Company, Limited Partnership of
our report dated February  3,  1999,  on  our  audits  of  the consolidated
financial   statements   and   financial   statements  schedules  of  Price
Development Company, Limited Partnership as  of December 31, 1998 and 1997,
and for the years ended December 31, 1998, 1997  and  1996, which report is
included in this annual report on Form 10-K.


 /S/ PRICEWATERHOUSECOOPERS LLP
-------------------------------
PricewaterhouseCoopers LLP
Salt Lake City, Utah
March 17, 1999