U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1

      FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)

  (x)    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1997

                                       or

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

                        For the transition period from ___ to ___

                         Commission file number 1-10641


                           MILESTONE PROPERTIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

        Delaware                                       65-0158204
(State or Other Jurisdiction                (I.R.S. Employer Identification No.)
 of Incorporation or Organization)

150 E. Palmetto Park Rd. 4th Floor, Boca Raton, FL                      33432
  (Address of Principal Executive Offices)                           (Zip Code)

Registrant's telephone number, including area code     (561) 394-9533
Securities registered under Section 12(b) of the Exchange Act:   None

Securities registered under Section 12(g) of the Exchange Act:
                                              Name of Each Exchange
    Title of Each Class                        on Which Registered
---------------------------------           -----------------------------
Common Stock, $.01 par value                New York Stock Exchange

$.78 Convertible Series A
 Preferred Stock, $.01 par value            New York Stock Exchange


<PAGE>

Indicate by check mark whether the Registrant (1) 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. x
                                  Yes      No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-K contained in this form, and no disclosure  will be contained,  to
the best of the  Registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form 10-K or by any
amendment to this Form 10-K. [x]


The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant,  computed by reference to the last sale price on March 20, 1998, was
approximately $ 1 9/16 for the Common Stock and $1 7/16 for the $.78 Convertible
Series A Preferred Stock.

The  Registrant's  revenues  for the fiscal  year ended  December  31, 1997 were
$30,091,911.

As of April 23,  1998,  4,213,368  shares of the  Registrant's  Common Stock and
3,033,995 shares of the Registrant's  $.78 Convertible  Series A Preferred Stock
were outstanding.

                                        2

<PAGE>

Explanatory Note

        The purpose of this amendment is to (i) provide information  required by
Items  10,  11,  12 and 13 of Part III of Form  10-K and  (ii)  provide  updated
disclosure  concerning  the current  status of the  Winston  Action (See Item 3.
Legal Proceedings).  The information  referenced in (i) above is being provided
by  amendment  because  the  Registrant's  Form 10-K for its  fiscal  year ended
December  31,  1997   incorporated  by  reference  this   information  from  the
Registrant's  Proxy Statement for its 1998 Annual Meeting of  Stockholders  (the
"Proxy Statement") and the definitive Proxy Statement will not be filed with the
Securities and Exchange Commission by April 30, 1998.


                                        3
<PAGE>

Part II

Item 3.    Legal Proceedings.

     A lawsuit (the "Rabin Litigation") purporting to be a class action against,
among  others,  Concord,  Leonard  S.  Mandor,  Robert  A.  Mandor  and  certain
partnerships (the "Concord  Partnerships") and affiliates of Concord,  was filed
in September 1989 in the United States District Court for the Southern  District
of New York alleging various federal and common law claims relating to the sales
of  interests  in  such  Concord  Partnerships.  In  November  1991,  the  Rabin
Litigation was settled  pursuant to the terms of the  court-approved  settlement
agreement (the "Rabin Settlement Agreement"). A motion brought by the plaintiffs
in the Rabin Litigation  seeking to enforce the Rabin  Settlement  Agreement and
for  declaratory  and other relief was settled by a  Stipulation  and Order (the
"Rabin  Stipulation  and  Order")  entered  and  approved  by the United  States
District Court on October 24, 1997. The plaintiffs  asserted,  inter alia,  that
the defendants breached the Rabin Settlement Agreement by improperly  allocating
transaction  expenses  against  the  payment to be made to the  selling  Concord
Partnerships in certain circumstances pursuant to the Rabin Settlement Agreement
and breached their  fiduciary  duties to the  plaintiffs by prematurely  selling
properties without valid business justification.

     Under the Rabin Stipulation and Order, the plaintiffs withdrew their breach
of fiduciary duty claims and withdrew with prejudice their claim that defendants
breached the Rabin  Settlement  Agreement  by their  allocation  of  transaction
expenses  from the sale of  certain  properties  in  exchange  for a payment  of
$600,000 from the defendants. The settlement payment has been made. In addition,
the  Rabin  Stipulation  and  Order  provides  for a  formula  relating  to  the
allocation of transaction expenses in connection with the future sale of certain
properties  owned  by  the  Concord   Partnerships,   including  the  Underlying
Properties  subject  to the Wrap  Debt.  Generally,  under  such  formula,  if a
Property (as defined in the Rabin Settlement Agreement) is sold for a price less
than the sum of (a) the outstanding Wrap Debt, (b) the Permitted Additional Wrap
Debt (as  defined in the Rabin  Settlement  Agreement)  and (c) the amount to be
paid to the holder of the Wrap Debt pursuant to the Rabin Settlement  Agreement,
then 82.25% of the  transaction  expenses shall be the obligation of the selling
Concord  Partnership,  and shall be deducted  from the 11% of net  proceeds  (as
defined in the Rabin  Settlement  Agreement)  to be  distributed  to the selling
Concord  Partnership,  and the Company,  as the holder of the Wrap Debt, will be
responsible for paying the remaining 17.75% of the transaction expenses incurred
in such sale.  In the event a Property  is sold for a price in excess of the sum
of (a) the outstanding Wrap Debt, (b) the Permitted Additional Wrap Debt and (c)
the  amount  to be paid to the  holder of the Wrap  Debt  pursuant  to the Rabin
Settlement  Agreement,  then the transaction expenses shall be deducted from the
proceeds in excess of such existing debt,  and, if such excess  proceeds are not
sufficient to pay all such transaction  expenses,  82.25% of the balance of such
transaction  expenses  shall  be  paid  out of  the  11%  of  the  net  proceeds
distributed  to the  selling  Concord  Partnership,  and  the  Company  will  be
responsible for paying the remaining 17.75% of the transaction expenses incurred
in such sale.  Concord and one of its subsidiaries  have agreed to indemnify the
Company for any losses, up to $200,000 in the aggregate, resulting from any such
additional  transaction  fees,  costs or  expenses  incurred by the Company as a
result of such events.  The Company does not believe that the Rabin  Stipulation
and Order materially  adversely affects the Company.  There can be no assurance,
however, that the plaintiffs will not pursue the breach of fiduciary duty claims
against Concord and the General Partners of the Concord  Partnerships  which own
the  Underlying  Properties  which were  withdrawn  under the terms of the Rabin
Stipulation and Order.

     On January 30, 1996,  Milestone,  its Board of  Directors  and Concord were
named as defendants in an action (the "Winston  Action")  commenced in the Court
of Chancery of the State of Delaware (the "Delaware Court").  In the action, the
plaintiff,  a Series A Preferred  Stockholder  purporting to bring the action on
behalf of himself

                                                                   4

<PAGE>
and other Series A Preferred  Stockholders,  alleged that in connection with the
Acquisition,  the Transfer and the Distribution (the  Acquisition,  the Transfer
and the Distribution are collectively referred to herein as the "Transactions"),
Milestone and its directors engaged in self-dealing and breached their fiduciary
duties  and duties of good  faith and fair  dealing  to the  Series A  Preferred
Stockholders.  The plaintiff claimed,  among other things,  that, as a result of
the Transactions,  Milestone would not have sufficient funds to pay dividends on
the Series A Preferred  Stock and that the Properties  were grossly  inferior to
the UPI Properties.  The defendants  moved to dismiss the  plaintiff's  original
complaint, and thereafter, the plaintiff amended his complaint to allege further
causes of action,  including  a claim of  rescission.  The  defendants  moved to
dismiss the amended complaint and, after hearing arguments thereon, the Delaware
Court  dismissed the  plaintiff's  claim for rescission of both the Transfer and
the Distribution and reserved decision on the defendants'  motion to dismiss the
plaintiff's  claim for  damages  and other  relief.  On  December  9, 1996,  the
plaintiff  requested that the Delaware Court dismiss the amended complaint,  and
filed a purported new class action.  On January 14, 1997, the defendants filed a
motion to dismiss or stay the purported new class action.  On May 12, 1997,  the
Delaware  Court issued a decision on such motion and dismissed  the  plaintiff's
breach of fiduciary duty and statutory  claims  (although the Delaware Court had
allowed the plaintiff to replead the fiduciary duty claim as a derivative  claim
brought on behalf of Milestone),  but did not dismiss the plaintiff's claim that
the  Transfer  and the  Distribution  did not  comply  with the  Certificate  of
Designations  for the Series A Preferred  Stock.  On June 4, 1997, the plaintiff
appealed the Delaware Court's dismissal of the fiduciary duty claim and, on June
11, 1997, the defendants filed a cross-appeal. The plaintiff thereafter filed an
amended complaint.

     On October 30, 1997,  Milestone entered into a Stipulation and Agreement of
Settlement  (the "Winston  Settlement  Agreement")  providing for the settlement
(the "Winston  Settlement") of the Winston Action. If the Winston Settlement had
been approved and  consummated,  the Winston  Action would have been  dismissed,
Milestone's  stockholders  would have released all derivative  claims arising in
connection with the Transactions and the holders of the Series A Preferred Stock
between  October  23,  1995 and the date on which  the  Winston  Settlement  was
consummated  would have released any claims they may have had against  Milestone
and the other named defendants  arising out of the  Transactions.  Each Series A
Preferred  Stockholder  who did not opt out of the  Winston  Settlement  and who
owned shares of the Series A Preferred Stock on the date the Winston  Settlement
was consummated would have received $0.75 per share in cash from the Company and
one share of preferred stock of Concord  Milestone  Preferred,  Inc., a Delaware
corporation  affiliated with Concord ("CMP") ( the "CMP"  Preferred  Stock),  in
exchange  for  each  share of  Series A  Preferred  Stock  surrendered.  The CMP
Preferred  Stock  would have had a  liquidation  preference  of $2.25 per share,
would have been  required  to be  redeemed  by CMP at $2.25 per share after five
years,  and would have had no voting or dividend  rights;  in addition,  the CMP
Preferred  Stock would have been subject to optional  redemption  in  accordance
with a schedule during the five year period prior to mandatory redemption. CMP's
redemption  obligations  would  have been  secured  by a letter of  credit.  The
Winston  Settlement  was  subject to  approval  by the  Delaware  Court  after a
hearing,  and was also  subject  to a number of  conditions  which may have been
waived at the option of the  Company  and the other  defendants,  including  the
condition that stockholders owning more than 10% of the Series A Preferred Stock
did not opt out of the Winston Settlement.

     In April 1998,  Counsel for the plaintiff to the Winston Action advised the
Company  that the  plaintiff  would  not  proceed  with the  Winston  Settlement
Agreement.
  
     The  foregoing  description  of the  Winston  Settlement  and  the  Winston
Settlement  Agreement  is  qualified in its entirety by reference to the Winston
Settlement Agreement, a copy of which was filed with the Securities and Exchange
Commission on November 12, 1997 as Exhibit 2 to Milestone's Form 8-K.

                                                                   5

<PAGE>

     On  January  29,  1998,  Milestone,  along with  certain of its  directors,
commenced  a lawsuit  in the  United  States  District  Court  for the  Southern
District  of  New  York  against  National  Union  Fire  Insurance   Company  of
Pittsburgh, Pa. ("National Union") and Stonewall Surplus Lines Insurance Company
("Stonewall").  National Union had issued a directors and officers insurance and
company  reimbursement  policy (the  "National  Policy") for  Milestone  and its
directors with a limit of $2,000,000.  Stonewall had issued an excess  directors
and officers liability and company reimbursement policy (the "Stonewall Policy")
for  Milestone  and its directors  with a limit of  $2,000,000.  Pursuant to the
Winston  Settlement  Agreement,  had the Winston  Settlement  been  consummated,
Milestone would have paid approximately  $2,225,000,  plus the plaintiff's legal
fees in an amount not to exceed  $650,000  and would have  incurred  other legal
expenses.  Milestone  believes  that the amount it and certain of its  directors
would have paid pursuant to the Winston Settlement  Agreement and as a result of
the litigation, had the Winston Settlement been consummated,  are covered losses
under both the National Union Policy and the Stonewall Policy. In addition,  the
Company has incurred approximately $440,000 in legal fees in defending Milestone
and its directors in connection with the Winston Action,  which it believes is a
covered loss under the National  Union and Stonewall  policies.  National  Union
refused to  contribute  to the Winston  Settlement,  as set forth in the Winston
Settlement  Agreement,  asserting that the Winston Settlement does not encompass
any covered loss (as defined in the National Policy).  Stonewall also refused to
contribute to the Winston  Settlement.  In the complaint,  the plaintiffs allege
that National Union and Stonewall wrongfully failed to contribute to the Winston
Settlement  and seek  reimbursement  from National Union and Stonewall up to the
limits  of their  respective  policies.  As a result of the  termination  of the
Winston Settlement  Agreement  Milestone and its Directors will request that the
court put the  action  against  Stonewall  and  National  Union on the  suspense
calendar. At this time, the Company is not in a position to render an opinion as
to the outcome of this action.


 PART III

Item 10. Directors and Executive Officers of the Registrant.

Directors

     Leonard S.  Mandor,  age 51, has served as  Chairman of the Board and Chief
Executive  Officer of the Company since the Company began operations on December
18,  1990.  Mr.  Mandor's  current  term of office as a director  expires at the
annual meeting of  stockholders  in 1999. Mr. Mandor is also the Chief Executive
Officer and a director of Concord and has been associated with Concord since its
inception in 1981.

     Robert A. Mandor, age 46, has served as President,  Chief Financial Officer
and a director of the Company  since it began  operations  on December 18, 1990.
Mr. Mandor's  current term of office as a director expires at the annual meeting
of  stockholders  in 1998.  Mr.  Mandor is also the  President and a director of
Concord and has been associated with Concord since its inception in 1981.

     Joseph P. Otto,  age 44, was  appointed  a director  of the  Company by the
Board in November  1996 to fill a vacancy and has served as a Vice  President of
the Company since it began its  operations in December  1990. Mr. Otto's current
term of office as a director  expires at the annual meeting of  stockholders  in
2000. Mr. Otto is also a Vice President,  Treasurer and Secretary of Concord and
has been associated with Concord since 1984.

     Geoffrey S. Aaronson,  age 47, is a shareholder of the law firm of Schantz,
Schatzman,  Aaronson & Perlman,  P.A. in Miami, Florida. He has been with such
firm since 1983. Mr. Aaronson's practice emphasizes

                                                                   6

<PAGE>

corporate  and  business  financial  reorganizations.  Mr.  Aaronson  has been a
director  of the Company  since  December  1990 and his  current  term of office
expires at the annual meeting of stockholders in 2000.

     Harvey Jacobson,  age 55, has been the Chief Executive Officer of Glencraft
Lingerie Corporation since 1985. Mr. Jacobson has been a director of the Company
since December 1990 and his current term of office expires at the annual meeting
of stockholders in 1998.

     Gregory  McMahon,  age 47, was  elected as a director of the Company by the
holders of the Preferred Stock in 1991, is a Certified Public Accountant and has
been a partner in the  accounting  firm of John  McMahon & Sons for more than 17
years.  Mr.  McMahon  specializes  in taxation  and real estate.  Mr.  McMahon's
current term of office expires at the annual meeting of stockholders in 1999.

     Leonard S.  Mandor and Robert A.  Mandor are  brothers.  There are no other
family  relationships  among any other  directors or  executive  officers of the
Company.

                                                                   7

<PAGE>

Executive Officers

     In addition to the persons  described below,  Leonard S. Mandor,  Robert A.
Mandor and Joseph P. Otto are also  executive  officers of the Company,  holding
the offices described above.  There are no arrangements  between the Company and
any Named  Executive  Officer  (as  defined  herein)  other than the  agreements
between the  Company and each of Leonard S.  Mandor,  Robert A.  Mandor,  Harvey
Shore and Joseph P. Otto  described  under  Item 11.  Executive  Compensation  -
Employment Arrangements and Compensation Plans.

     Harvey Shore,  age 53, has served as Secretary and a Senior Vice  President
of the Company since it began operations on December 18, 1990. Mr. Shore is also
a Senior Vice  President of Concord and has been  associated  with Concord since
1983.

     Patrick S. Kirse, age 29, was appointed Vice President of Accounting of the
Company in  September  1997 and has served as  Controller  of the Company  since
October 1997.  Mr. Kirse had served as a non-  executive  Vice  President of the
Company from February 1996 until September 1997 and has been associated with the
Company  since March 1995.  From January  1992 until March 1995,  Mr.  Kirse,  a
Certified Public Accountant, was an accountant with Deloitte & Touche LLP.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's  executive  officers,  directors and persons who  beneficially own
greater than 10% of a registered  class of the  Company's  equity  securities to
file certain  reports  ("Section 16 Reports")  with the  Securities and Exchange
Commission  with  respect to  ownership  and changes in  ownership of the Common
Stock,  the Preferred  Stock and other equity  securities of the Company.  Based
solely on the  Company's  review of the  Section  16  Reports  furnished  to the
Company and written  representations from certain reporting persons, all Section
16(a)  requirements  applicable to its officers,  directors and greater than 10%
beneficial owners were complied with during the year ended December 31, 1997.

                                                                   8

<PAGE>

Item 11. Executive Compensation.

     The following table sets forth certain information concerning  compensation
paid by the Company to the  Company's  Chief  Executive  Officer and each of the
Company's four most highly compensated executive officers (together,  the "Named
Executive  Officers") for services rendered in all capacities to the Company and
its subsidiaries for each of the Company's last three fiscal years.

                           Summary Compensation Table


<TABLE>
<CAPTION>

                                                                       Annual
                                                                    Compensation                     Long-Term Compensation

                                                                                                  Awards
                                                                                                Securities               Payouts
                                                                                                Underlying                 LTIP
Name and                                                       Salary          Bonus              Options                Payouts
Principal Position                                 Year          ($)            ($)                 (#)                    ($)

<S>                                                <C>             <C>            <C>           <C>                     <C>      
Leonard S. Mandor                                  1997            405,168        182,326       111,100(2)                 ---
  Chairman and Chief                               1996            385,875            ---           ---                  409,482
  Executive Officer                                1995            367,500        165,375           ---                    ---

Robert A. Mandor                                   1997            347,287        156,279       111,100(2)                 ---
  President and Chief                              1996            330,750            ---           ---                  409,482
Financial Officer                                  1995            315,000        141,750           ---                    ---

Harvey Shore                                       1997            144,050         41,556        28,000(3)                 ---
  Senior Vice President                            1996            137,200         20,580           ---                    ---
  and Secretary                                    1995            130,667         32,667           ---                    ---

Joseph P. Otto                                     1997            155,696         46,709        26,000(4)                 ---
  Vice President                                   1996            137,200         20,580           ---                    ---
                                                   1995            130,667         64,067           ---                    ---

Joan LeVine                                        1997             65,935            ---        23,800(5)                 ---
  Former Senior Vice President,                    1996             96,040         14,406           ---                    ---
  Treasurer and Controller (1)                     1995            112,742         28,186           ---                    ---


</TABLE>


---------------------

(1)              Joan LeVine  resigned as Senior Vice  President,  Treasurer and
                 Controller of the Company on October 3, 1997.  After  resigning
                 as an employee of the Company,  Ms. LeVine received  $50,000 to
                 provide financial  consulting  services to the Company on an as
                 requested basis.

(2)              Includes  options to purchase  53,000  shares of the  Company's
                 Common  Stock at an  exercise  price  equal to $0.50  per share
                 which  were  granted  to  such   executive   officer  upon  the
                 cancellation  of exercisable  options to purchase 53,000 shares
                 of the  Company's  Common  Stock at an exercise  price equal to
                 $4.75 per share then held by the executive officer, pursuant to
                 the Company's 1993 Employee Stock Option

                                                                   9

<PAGE>
                 Plan (the "1993 Employee Stock Option Plan") (see "Repricing of
                 Options"  contained  herein for a  discussion  concerning  such
                 repricing).

(3)              Includes  options to purchase  14,000  shares of the  Company's
                 Common  Stock at an  exercise  price  equal to $0.50  per share
                 which  were  granted  to Mr.  Shore  upon the  cancellation  of
                 exercisable  options to purchase 14,000 shares of the Company's
                 Common Stock at an exercise price equal to $4.75 per share then
                 held by Mr. Shore,  pursuant to the 1993 Employee  Stock Option
                 Plan  (see  "Repricing  of  Options"  contained  herein  for  a
                 discussion concerning such repricing).

(4)              Includes  options to purchase  12,000  shares of the  Company's
                 Common  Stock at an  exercise  price  equal to $0.50  per share
                 which  were  granted  to Mr.  Otto  upon  the  cancellation  of
                 exercisable  options to purchase 12,000 shares of the Company's
                 Common Stock at an exercise price equal to $4.75 per share then
                 held by Mr. Otto,  pursuant to the 1993  Employee  Stock Option
                 Plan  (see  "Repricing  of  Options"  contained  herein  for  a
                 discussion concerning such repricing).

(5)              Includes  options to purchase  14,000  shares of the  Company's
                 Common  Stock at an  exercise  price  equal to $0.50  per share
                 which  were  granted to Ms.  LeVine  upon the  cancellation  of
                 exercisable  options to purchase 14,000 shares of the Company's
                 Common Stock at an exercise price equal to $4.75 per share then
                 held by Ms. LeVine,  pursuant to the 1993 Employee Stock Option
                 Plan.  (See  "Repricing  of  Options"  contained  herein  for a
                 discussion   concerning  such   repricing.)  All  such  options
                 terminated  on  October  3,  1997 as a result  of Ms.  LeVine's
                 resignation as an officer of the Company on such date.


   Other than under the Company's  Long-Term  Incentive  Bonus Plan (the "LTIP")
described  below,  and except as set forth above, no other annual  compensation,
restricted   stock  awards,   stock   appreciation   rights  ("SARs")  or  other
compensation,  were awarded to, earned by or paid to, any of the Named Executive
Officers during any of the last three fiscal years.


                        Option Grants in Last Fiscal Year

   The following  table sets forth certain  information  for each of the persons
named in the Summary Compensation Table with respect to stock options granted to
such  executive  officers  under the Company's  1993 Employee  Stock Option Plan
during the year ended December 31, 1997.

<TABLE>
<CAPTION>

                                              Individual Grants

                                             Percent of
                             Number of          Total
                            Securities         Options
                            Underlying       Granted to
                              Options         Employees        Exercise                                Grant
                              Granted         in Fiscal          Price           Expiration         Date Present
Name                          (#) (1)          Year(%)          ($/Sh)              Date            Value($)(2)
----                         ---------        ---------         ------             ------          ------------

<S>                         <C>                 <C>              <C>               <C>                <C>   
Leonard S. Mandor           111,100(3)          37.0             $0.50             6/25/07            65,549
Robert A. Mandor            111,100(3)          37.0             $0.50             6/25/07            65,549
Harvey Shore                 28,000(4)           9.3             $0.50             6/25/07            16,520
Joseph P. Otto               26,000(5)           8.7             $0.50             6/25/07            15,340
Joan LeVine                  23,800(6)           7.9             $0.50             6/25/07            14,042
</TABLE>

-------------------

(1)              Each option is exercisable for one share of Common Stock.

                                                                   10

<PAGE>



(2)            The grant date value was estimated using the Black-Scholes option
               pricing model with the following weighted average assumptions:  a
               risk-free  interest rate of 5.06%,  an expected life of one year,
               volatility of 42.20% and no dividends.

(3)              Includes  options to purchase  53,000  shares of the  Company's
                 Common  Stock at an  exercise  price  equal to $0.50  per share
                 which  were  granted  to  such   executive   officer  upon  the
                 cancellation  of exercisable  options to purchase 53,000 shares
                 of the  Company's  Common  Stock at an exercise  price equal to
                 $4.75 per share then held by the executive officer, pursuant to
                 the 1993 Employee Stock Option Plan (see "Repricing of Options"
                 contained herein for a discussion concerning such repricing).

(4)              Includes  options to purchase  14,000  shares of the  Company's
                 Common  Stock at an  exercise  price  equal to $0.50  per share
                 which  were  granted  to Mr.  Shore  upon the  cancellation  of
                 exercisable  options to purchase 14,000 shares of the Company's
                 Common Stock at an exercise price equal to $4.75 per share then
                 held by Mr. Shore,  pursuant to the 1993 Employee  Stock Option
                 Plan  (see  "Repricing  of  Options"  contained  herein  for  a
                 discussion concerning such repricing).

(5)              Includes  options to purchase  12,000  shares of the  Company's
                 Common  Stock at an  exercise  price  equal to $0.50  per share
                 which  were  granted  to Mr.  Otto  upon  the  cancellation  of
                 exercisable  options to purchase 12,000 shares of the Company's
                 Common Stock at an exercise price equal to $4.75 per share then
                 held by Mr. Otto,  pursuant to the 1993  Employee  Stock Option
                 Plan  (see  "Repricing  of  Options"  contained  herein  for  a
                 discussion concerning such repricing).

(6)              Includes  options to purchase  14,000  shares of the  Company's
                 Common  Stock at an  exercise  price  equal to $0.50  per share
                 which  were  granted to Ms.  LeVine  upon the  cancellation  of
                 exercisable  options to purchase 14,000 shares of the Company's
                 Common Stock at an exercise price equal to $4.75 per share then
                 held by Ms. LeVine,  pursuant to the 1993 Employee Stock Option
                 Plan  (see  "Repricing  of  Options"  contained  herein  for  a
                 discussion   concerning  such   repricing.)  All  such  options
                 terminated  on  October  3,  1997 as a result  of Ms.  LeVine's
                 resignation as an officer of the Company on such date.


   The Company does not  currently  have (and has not  previously  had) any plan
pursuant to which any SARs may be granted.


Repricing of Options

   On June 26, 1997,  the  Compensation  Committee and the Board of Directors of
the Company approved the cancellation and simultaneous  reissuance of options to
purchase  shares of the  Company's  Common Stock then held by Leonard S. Mandor,
Robert A. Mandor, Harvey Shore, Joseph P. Otto and Joan LeVine,  pursuant to the
Company's 1993 Employee Stock Option Plan. The original options were all granted
on December 28, 1993, were all  exercisable,  had an expiration date of December
27, 2003 and had an exercise  price equal to $4.75 per share.  The new  options,
which were granted on June 26, 1997 to purchase the same number of shares of the
Company's  Common  Stock that were  cancelled  in the name of each such  officer
(53,000  options  for each of Leonard S.  Mandor  and Robert A.  Mandor,  14,000
options for each of Harvey Shore and Joan LeVine,  and 12,000 options for Joseph
P. Otto) became  exercisable  on December 25, 1997 at an exercise price equal to
$0.50 per share with a 10 year expiry.  As a result of Joan LeVine  resigning as
an officer of the Company on October 3, 1997, all options to purchase  shares of
the Company's  Common Stock then held by her expired on such date.  The Board of
Directors of the Company  believes that the  cancellations  and the simultaneous
reissuances  of such options  were in the best  interests of the Company and its
stockholders and were important in satisfying the Company's  compensation  goals
and  congruous  with the  Company's  compensation  philosophy  after taking into
consideration,  among other things,  that the then  outstanding  options did not
effectively  function  as  the  performance   incentives  for  which  they  were
originally   intended   because  the  exercise   prices  of  such  options  were
significantly  higher than the prevailing  market value of the underlying shares
of the Company's Common Stock.

                                                                   11
<PAGE>

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option 
     Values

   The  following  table sets  forth  information  with  respect to the value at
December  31, 1997 of  unexercised  stock  options  held by the Named  Executive
Officers.  No options were exercised by any Named Executive  Officer and no SARs
were granted by the Company during the year ended December 31, 1997.

<TABLE>
<CAPTION>


                                                            Number of Securities Underlying        Value of Unexercised In-the-Money
                                                            Unexercised Options at Fiscal Year-End             Options
                         Shares Acquired        Value                      (1)                         at Fiscal Year-End(2)
                           on Exercise         Realized       Exercisable / Unexercisable           Exercisable / Unexercisable
Name                           (#)               ($)                       (#)                                 ($)
----                          -----             -----                     -----                               ----
<S>                               <C>              <C>                 <C>                                  <C>    
Leonard S. Mandor                 0                0                   111,100/0                            13,888/0
Robert A. Mandor                  0                0                   111,100/0                            13,888/0
Harvey Shore                      0                0                    28,000/0                             3,500/0
Joan LeVine(3)                    0                0                         0/0                                 0/0
Joseph P. Otto                    0                0                    26,000/0                             3,250/0
   ---------------------
</TABLE>

(1)        Each option is exercisable for one share of Common Stock.

(2)        Based upon the  closing  price of the  Common  Stock of
           $0.625 on December 31, 1997, less the exercise price.

(3)        Pursuant to the 1993 Employee  Stock Option Plan, all options held by
           Ms. LeVine  terminated on October 3, 1997 as a result of Ms. LeVine's
           resignation as an officer of the Company on such date.

               Long-Term Incentive Plans - Awards Last Fiscal Year

   The following  table sets forth the value of the bonuses  accrued for Leonard
S. Mandor and Robert A. Mandor as of December 31, 1997 under the Company's LTIP.
None of the other Named Executive Officers were eligible to receive awards under
such plan.

<TABLE>
<CAPTION>

                                                                 Performance
Name                                                             Period Until        Estimated Future Payouts Under
                                  Number of Shares, Units          Maturation                  Non-Stock
                                    or Other Rights              or Payout               Price-Based Plans


<S>                                      <C>                       <C>                        <C>       
Leonard S. Mandor                        1(1)                      12/31/97                   334,730(2)
Robert A. Mandor                         1(1)                      12/31/97                   334,730(2)
---------------------                    
</TABLE>

(1)            Under the LTIP,  Leonard S. Mandor and Robert A. Mandor were each
               entitled to cash bonuses  based upon 9% of the  adjusted  pre-tax
               profits  for  1994,  1995,  1996  and  1997  of  Milestone  Asset
               Management,  Inc.  ("MAMI"),  a  wholly-owned  subsidiary  of the
               Company formerly known as Milestone Mortgage Corporation.

(2)              Bonuses  accrued  under  the LTIP as of  December  31,  1997 of
                 $334,730  for each of  Leonard S.  Mandor and Robert A.  Mandor
                 were paid to each of Leonard  S.  Mandor and Robert A Mandor on
                 January 6, 1998.  On March 20, 1997,  the Company made a payout
                 of  bonuses  of  $409,482  under the LTIP to each of Leonard S.
                 Mandor and Robert A.  Mandor,  which  bonuses  were accrued for
                 during the years ended December 31 1994, 1995 and 1996.

                                                                   12

<PAGE>

Compensation of Directors

   The Board of Directors  currently  has (i) an Audit  Committee  consisting of
Messrs. Aaronson,  Jacobson and McMahon whose function is to assist the Board of
Directors in fulfilling  its fiduciary  responsibilities  relating to accounting
and reporting,  and to maintain an independent line of communication between the
Board of Directors, the Company's auditors and the Company's internal accounting
staff; (ii) a Compensation  Committee consisting of Messrs.  Aaronson,  Jacobson
and  McMahon  whose  function  is to  recommend  to the Board of  Directors  the
appropriate level of compensation  (including incentive  compensation based upon
performance-related  criteria) to be paid to the Company's executives as well as
being  responsible for  administering  and making grants under the 1993 Employee
Stock Option Plan; (iii) an Executive Committee consisting of Leonard S. Mandor,
Robert A. Mandor and Joseph P. Otto whose function is to exercise certain powers
of the Board of  Directors,  when  necessary or  appropriate  for the  efficient
management of the business and affairs of the Company,  between  meetings of the
Board of Directors;  and (iv) a Related Party  Transaction  Committee  (the "RPT
Committee") consisting of Messrs. Aaronson,  Jacobson and McMahon whose function
is to  evaluate  the  appropriateness  of  entering  into,  the  terms  of,  and
enforcing, transactions with affiliates and related parties.

   Each  of the  Company's  directors  who is not  an  employee  of the  Company
receives an annual fee of $20,000 for serving as a director,  and each member of
the Compensation Committee, the RPT Committee and the Audit Committee receives a
fee of $600 for each such  committee  meeting  attended.  All directors are also
entitled  to be  reimbursed  for  their  reasonable  out-of-pocket  expenses  in
connection  with all meetings of the Board of Directors and  committee  meetings
attended.

   Under  the  Company's  1993  Nonemployee  Director  Stock  Option  Plan  (the
"Nonemployee  Director Stock Option Plan"), each director who is not an employee
of the Company is granted  options to purchase  2,500  shares of Common Stock on
the director's first election to the Board of Directors, and, thereafter through
December 28, 2003, is granted options to purchase an additional  2,500 shares of
Common Stock at each annual meeting of stockholders for his or her prior year of
service as a  director.  One-half  of each such grant of 2,500  options  becomes
exercisable on the first anniversary of the date of the grant and the other half
of such grant becomes  exercisable on the second  anniversary of the date of the
grant.  On May 23,  1997,  Geoffrey S.  Aaronson,  Harvey  Jacobson  and Gregory
McMahon,  the  Company's  nonemployee  directors,  were each granted  options to
purchase  2,500 shares of Common  Stock at an exercise  price of $0.50 per share
under the Nonemployee Director Stock Option Plan.

Employment Arrangements and Compensation Plans

   In March 1993, the Board approved three-year  employment  agreements for each
of the  Named  Executive  Officers,  effective  as of  January  1,  1993.  These
employment agreements provide for annual base salaries as well as certain fringe
benefits,  including health care and life insurance. The employment of any Named
Executive Officer under his or her employment  agreement may be terminated on 30
days written notice by either the Company or the executive officer.  In February
1994,  the  Compensation  Committee  recommended  and  the  Board  of  Directors
approved,  an  increase  in the base  salaries  of each of the  Named  Executive
Officers for 1994. On March 30, 1995, the  Compensation  Committee  recommended,
and the Board of  Directors  approved,  an  additional  5%  increase in the base
salaries for each of the Named Executive Officers for 1995 and amendments to the
respective employment agreements of Harvey Shore, Joan LeVine and Joseph P. Otto
to provide for six  months'  base  salary as  severance  pay in the event of the
termination of their  employment with the Company without cause.  Effective July
1, 1995,

                                                                   13

<PAGE>
Ms.  LeVine's base salary for 1995 was reduced in connection  with the reduction
of her work schedule. In April 1996, the Compensation Committee recommended, and
the Board of Directors approved, three-year extensions,  effective as of January
1, 1996, to the employment  agreements of each of the Named  Executive  Officers
pursuant to which the Company  agreed to increase  the base  salaries of each of
the  Named  Executive  Officers  by 5%.  On March  20,  1997,  the  Compensation
Committee  recommended,  and the Board of Directors  approved,  an additional 5%
increase in the base salaries of each of the Named Executive Officers, effective
as of January 1, 1997.  On October 3, 1997 Joan  LeVine's  employment  agreement
with the Company  terminated  upon her  resignation  as Senior  Vice  President,
Treasurer and  Controller of the Company.  After  resigning as an officer of the
Company, Ms. LeVine received $50,000 to provide financial consulting services to
the Company on an as requested basis. Effective August 1, 1997, Joseph P. Otto's
base salary was raised in  connection  with an  increased  work load and greater
responsibilities.  On April 1, 1998, the Compensation Committee recommended, and
the Board of Directors approved,  an additional 5% increase in the base salaries
of each of the Named Executive  Officers of the Company (except for Joan LeVine)
for 1998. Accordingly,  the base salaries of the Named Executive Officers of the
Company as of January 1, 1998 are as follows:  Leonard S. Mandor -- $425,427 per
year;  Robert A. Mandor --  $364,652  per year;  Joseph P. Otto -- $183,750  per
year; and Harvey Shore -- $151,263 per year.

   In March 1993, the Board also approved  separate  severance  agreements  (the
"Severance Agreements") with each of the Named Executive Officers. The Severance
Agreements provide that if the applicable  executive's  employment is terminated
by the Company  without  "cause" or by the executive  for "good  reason"  within
three years of a "change in control" of the Company, the Company will pay to the
executive  a  termination  payment of up to three times the  executive's  annual
salary plus  certain  bonuses,  will pay to the  executive  all  accrued  fringe
benefits  and will  continue to provide  insurance  coverage as in effect on the
date of termination. For purposes of the Severance Agreements,  "cause" includes
certain  misconduct  by the  executive,  conviction  of the executive of certain
felonies and neglect of the executive's duties;  "good reason" includes a breach
by the Company of the executive's  employment  agreement or severance agreement,
removal of the  executive  from any  positions  without  cause or a  significant
adverse change in the executive's  working  conditions or status; and "change in
control" includes certain  acquisitions of voting securities giving a person 20%
or more of the  combined  voting power of the  Company,  certain  changes in the
composition   of  the   Company's   Board   of   Directors,   certain   mergers,
consolidations,  reorganizations or dispositions of assets or the liquidation or
dissolution of the Company.

   In February 1994, the Compensation  Committee  recommended,  and the Board of
Directors of the Company approved, the creation of (i) an annual incentive bonus
program  for Leonard S.  Mandor and Robert A.  Mandor  under  which  bonuses are
calculated  based  on  the  Company's  adjusted  pre-tax  net  profits  and  the
performance  of the  Common  Stock  and the  Preferred  Stock,  (ii)  an  annual
incentive  bonus  program  for  two of the  Company's  other  current  executive
officers,  Harvey Shore and Joseph P. Otto,  under which bonuses are  calculated
based on (a) the Company's  adjusted  pre-tax net profits and the performance of
the Common Stock and the Preferred  Stock,  and (b) the  achievement  of certain
individual performance objectives,  and (iii) the LTIP for Leonard S. Mandor and
Robert A. Mandor providing for a bonus to be determined by the  profitability of
MAMI in 1994, 1995 and 1996, which was  subsequently  extended to 1997. Based on
the  achievement of certain Company  performance  objectives,  the  Compensation
Committee recommended and the Board of Directors approved and awarded Leonard S.
Mandor  and  Robert  A.  Mandor  bonuses  for  1997 of  $182,326  and  $156,279,
respectively,  under  their  annual  incentive  bonus  program.  In April  1998,
pursuant to their  annual  incentive  bonus  program,  each of Harvey  Shore and
Joseph P. Otto was  awarded  a bonus for 1997  equal to 30% of their  respective
base salaries. Pursuant to the LTIP, as of December 31, 1997, each of Leonard S.
Mandor and Robert A. Mandor had accrued bonuses of $334,730 which were based

                                                                  14

<PAGE>
on an amount equal to 9% of MAMI's 1997, adjusted pre-tax profits.  Such bonuses
and the LTIP accrual were approved by the  Compensation  Committee and the Board
on April 1, 1998.

Compensation Committee Interlocks and Insider Participation

   Geoffrey S.  Aaronson,  Harvey  Jacobson  and  Gregory  McMahon all served as
members of the  Compensation  Committee  during 1997.  All of the members of the
Compensation Committee are non-employee directors of the Company.


                                                                   15

<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and Management.

     The  following  table sets forth  certain  information  with respect to the
beneficial ownership of securities of the Company as of the close of business on
April 23, 1998 by (i) each person known by the Company to beneficially  own more
than 5% of any class of the Company's voting securities,  (ii) each director and
nominee for director of the Company, (iii) the Company's Chief Executive Officer
and each other executive  officer and (iv) all directors,  nominees for director
and executive  officers of the Company as a group.  The information in the table
reflects  the  current  conversion  ratio  for the  Preferred  Stock  (which  is
convertible at any time into Common Stock) of 0.91 shares of Preferred  Stock to
be  surrendered  for each share of Common Stock to be received upon  conversion.
Except as noted  below,  each person has sole voting and  investment  power with
respect to the shares  beneficially  owned by such person. No person is known by
the Company to beneficially  own more than 5% of the Preferred Stock. The Common
Stock is the only voting  security of the  Company,  except that  holders of the
Preferred  Stock currently have the right to elect two directors to serve on the
Company's Board of Directors(See  Item 5 - Dividend Policy).  A person is deemed
to  beneficially  own a security if he or she has or shares the power to vote or
dispose of the security or has the right to acquire it within 60 days.

<TABLE>
<CAPTION>

                                                Common Stock                               Preferred Stock
                                     ----------------------------------              ----------------------------------
                                                                Percent                                        Percent
Name of Beneficial Owner (1)         Number of Shares           of Class             Number of Shares          of Class
----------------------------         ----------------           --------             ----------------          --------
<S>                                     <C>                      <C>                     <C>                     <C>  
Robert A. Mandor                        3,067,662 (2)            70.8%                   5,346 (3)                *
Leonard S. Mandor                       3,063,945 (4)            70.8                    2,500 (5)                *
Concord Assets Group, Inc.              2,903,845 (6)            68.9                      2,500                  *
Castle Plaza, Inc.                      2,260,564                53.7                        -                    -
Concord Milestone,                        274,910 (7)             6.5                        -                    -
 Incorporated                                                         
Concord Fund Incorporated                 274,910 (8)             6.5                        -                    -
Harvey  Shore                              29,180 (9)              *                         -                    -
Joseph P. Otto                             26,462 (10)             *                        326                   *
Joan LeVine                                   386 (11)             *                        272                   *
Gregory McMahon                             8,860 (12)             *                        100                   *
Geoffrey S. Aaronson                        8,750 (13)             *                         -                    -
Harvey Jacobson                             8,750 (13)             *                         -                    -
Patrick S. Kirse                               --                 --                         -                    -
All directors, nominees for             3,261,150 (15)           72.1                      6,044                  *
 director and executive officers                                 
 as a group (9 persons) (14)
---------------------------
</TABLE>

 *         Less than 1%

(1)            The  address  of  each  of  the  indicated  stockholders  is  c/o
               Milestone Properties, Inc., 150 E. Palmetto Park Road, 4th Floor,
               Boca Raton, Florida 33432.
                                       16

<PAGE>

(2)              Includes  (a)  111,100   shares  of  Common  Stock  subject  to
                 currently exercisable options; (b) 3,127 shares of Common Stock
                 issuable  upon the  conversion  of 2,846  shares  of  Preferred
                 Stock;  (c) 590  shares of Common  Stock  owned  directly;  (d)
                 2,903,845 shares of Common Stock  beneficially owned by Concord
                 (see footnote (7)); and (e) 49,000 shares of Common Stock owned
                 by Mill  Neck  Associates.  Mill Neck  Associates  is a general
                 partnership  in which  Leonard S.  Mandor and Robert A.  Mandor
                 each own a 50% general partnership interest. Therefore, each of
                 them has the power to vote and  dispose  of the  49,000  shares
                 and, as a result of such power, are each deemed to beneficially
                 own all of such 49,000 shares.  Robert A. Mandor is an officer,
                 director  and  stockholder  of Concord and,  therefore,  may be
                 deemed to be a  beneficial  owner of the shares of Common Stock
                 beneficially  owned by  Concord.  Robert  A.  Mandor  disclaims
                 beneficial ownership of the shares of Common Stock beneficially
                 owned by Concord pursuant to Rule 13d-4  promulgated  under the
                 Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
                 Act"),  by virtue of the ownership by Leonard S. Mandor of more
                 than a majority of the  outstanding  capital  stock of Concord,
                 thereby  giving Leonard S. Mandor the ultimate power to control
                 the  voting  and  disposition  of the  shares of  Common  Stock
                 beneficially owned by Concord.

(3)            Includes 2,846 shares of Preferred Stock owned directly and 2,500
               shares of Preferred Stock owned by Concord.

(4)            Includes (a) 111,100  shares of Common Stock subject to currently
               exercisable   options;  (b)  2,903,845  shares  of  Common  Stock
               beneficially  owned by Concord (see footnote (7)); and (c) 49,000
               shares  of  Common  Stock  owned  by Mill  Neck  Associates  (see
               footnote  (3)).

(5)            Represents  2,500 shares of Preferred  Stock owned by Concord.

(6)              Includes (a) 274,910 shares of Common Stock held in the name of
                 Concord Associates and beneficially owned by Concord Milestone,
                 Incorporated ("CMI"), a wholly-owned subsidiary of Concord; (b)
                 81,534  shares  of  Common  Stock  owned by  Concord  Milestone
                 Partners, L.P., whose general partner, Concord Milestone Income
                 II, Inc., is a  wholly-owned  subsidiary of Concord;  (c) 2,747
                 shares of Common  Stock which  Concord has the right to acquire
                 upon conversion of 2,500 shares of the Preferred Stock directly
                 owned by Concord; (d) 2,260,564 shares of Common Stock owned by
                 Castle  Plaza,  Inc.  ("CPI"),  a  wholly-owned  subsidiary  of
                 Concord;  (e) 163,291  shares of Common Stock owned by Mountain
                 View Mall, Inc., a wholly-owned  subsidiary of Concord; and (f)
                 120,799  shares of Common Stock owned by Concord  Income Realty
                 Partners  VI,  L.P.,  a limited  partnership,  the sole general
                 partner  and sole  limited  partner  of which are  wholly-owned
                 subsidiaries  of  Concord  ((a)  through  (f) are  collectively
                 referred to as the "Concord Stock").

(7)            Consists of the 274,910 shares of Common Stock beneficially owned
               by  Concord  Fund  Incorporated  ("CFI").  CFI is a  wholly-owned
               subsidiary of CMI. 

(8)            Owned as successor to Concord Associates, the registered owner of
               such shares.

(9)            Includes 1,180 shares of Common Stock and 28,000 shares of Common
               Stock subject to currently exercisable options.

(10)           Includes  (a) 358  shares  of  Common  Stock  issuable  upon
               conversion  of 326  shares of  Preferred  Stock;  (b) 26,000
               shares of Common  Stock  subject  to  currently  exercisable
               options; and (c) 104 shares of Common Stock.
                                       17

<PAGE>



(11)           Includes (a) 299 shares of Common Stock issuable upon  conversion
               of 272  shares  of  Preferred  Stock  and (b) 87 shares of Common
               Stock.

(12)           Includes (a) 110 shares of Common Stock issuable upon  conversion
               of 100 shares of  Preferred  Stock and (b) 8,750 shares of Common
               Stock   subject  to  options,   6,250  of  which  are   currently
               exercisable and 2,500 of which will become  exercisable within 60
               days.

(13)           Consists  of 8,750  shares of Common  Stock  subject to  options,
               6,250 of which are currently  exercisable and 2,500 of which will
               become exercisable within 60 days.

(14)             The shares of Common Stock beneficially owned by Concord Assets
                 Group,  Inc.  ("Concord")  (see  footnote  (7)),  and Mill Neck
                 Associates  (see footnote (3)) may be deemed to be beneficially
                 owned by both  Leonard S.  Mandor and  Robert A.  Mandor.  Such
                 shares,  however,  are only included once in the computation of
                 shares  beneficially owned by directors,  nominees for director
                 and executive officers as a group.

(15)           Includes (a) 294,950  shares of Common Stock subject to currently
               exercisable  options; (b) 7,500 shares of Common Stock subject to
               options  which  will  become  exercisable  within 60 days and (c)
               6,641  shares of Common Stock  issuable  upon the  conversion  of
               6,044 shares of Preferred Stock.

Item 13. Certain Relationships and Related Transaction.

   As a result of the Acquisition in October 1995, Concord (i) beneficially owns
approximately  69% of the Company's  Common Stock and  approximately  40% of the
Common  Stock  on a  fully  diluted  basis  (i.e.,  if  there  were to be a full
conversion of the Preferred Stock and exercise of currently  outstanding options
for Common Stock), (ii) has the ability to elect all of the Company's directors,
other than the  directors  elected by the holders of the  Preferred  Stock,  and
(iii) has the ability,  subject to certain  limitations,  to approve all matters
submitted  to a vote  of the  Common  Stockholders,  including  all  fundamental
corporate transactions.  Concord is wholly owned by Leonard S. Mandor and Robert
A. Mandor, both of whom are executive officers and directors of both Concord and
the Company.

   As a result of and immediately following UPI's  recapitalization and spin-off
in November 1995, Concord and its affiliates acquired approximately 75% of UPI's
common  stock and the  Company  owned all  650,000  outstanding  shares of UPI's
preferred stock, par value $.01 per share, with a 9% cumulative dividend subject
to adjustment to 8% in certain events and a $10 per share liquidation preference
and  redemption  value (the "UPI Preferred  Stock").  Between March 22, 1996 and
February  25,  1997,  UPI  redeemed an  aggregate  of 293,600  shares of the UPI
Preferred  Stock owned by the Company at a price of $10.00 per share for a total
redemption  price of  $2,936,000  plus the accrued and unpaid  dividends on such
redeemed  shares.  In connection  with the UPI Merger in February 1997,  356,400
shares of the UPI Preferred  Stock which the Company owned as of the date of the
UPI  Merger  were  converted  into  shares  of  Kranzco's  Series  C  Cumulative
Redeemable Preferred Shares (the "Kranzco Series C Shares") on a share for share
basis.  The Company  believes that the terms of the Kranzco  Series C Shares are
similar to the terms of the UPI  Preferred  Stock,  since the  Kranzco  Series C
Shares (i) have the same redemption  price and liquidation  preference and price
($10 per share) as the UPI Preferred Stock, (ii) pay cumulative dividends at the
rate paid on the UPI  Preferred  Stock as of the date of the UPI Merger (8%) and
(iii) are required to be redeemed  ratably on a quarterly  basis over a two-year
period from the date of the UPI Merger,  as compared to the UPI Preferred Stock,
which was not required to be redeemed  until the year 2002  (although  UPI could
have, at its option, redeemed shares of UPI Preferred Stock at any time).
                                       18

<PAGE>

     In  connection  with  the  Rabin  Litigation  and  pursuant  to  the  Rabin
Stipulation  and Order,  although the Company is not a party to such  action,  a
portion of certain  transaction  expenses (up to 17.75%) will now be required to
be paid by the Company,  as the holder of certain Wrap Debt, in connection  with
future sales of certain  properties owned by the Concord  Partnerships.  Concord
and one of its subsidiaries have agreed to indemnify the Company for any losses,
up to $200,000 in the aggregate,  resulting from any such additional transaction
fees,  costs or  expenses  incurred by the Company as a result of such an event.
The Company does not believe that its  obligations  under the Rabin  Stipulation
and  Order  will be  materially  adverse  to the  Company.  (See  Item 3.  Legal
Proceedings).

     In  December  1990,  the  Company  entered  into  an  executive  management
agreement,  as amended (the  "Executive  Management  Agreement"),  with Concord,
pursuant to which the Company provides  management  services and assists Concord
in the  management of certain  properties  (the "Concord  Properties")  owned by
Concord and its affiliates, including limited partnerships controlled by Concord
or affiliates of Concord. Pursuant to the Executive Management Agreement,  which
is renewable annually,  the Company makes available to Concord certain personnel
of the Company to provide  management  services (the  "Management  Services") to
Concord in  connection  with which  Concord is required to reimburse the Company
based upon the hourly  wage rate of such  personnel,  and the  Company  provides
Concord with office space and general office services.  The Management  Services
include  overseeing all financing,  acquisitions,  dispositions  and operational
functions of the relevant Concord Properties.  The operational  functions of the
Management  Services  include  procuring  and  maintaining  insurance,  leasing,
supervising and administering expansion and maintenance projects, and performing
all other necessary  services for maintaining the Concord  Properties  involved.
Under the Executive Management Agreement,  affiliates of Concord engaged in real
estate  brokerage  activities  may receive  brokerage or leasing  commissions in
connection with the purchase,  sale or leasing of properties by the Company.  In
March 1995, the Executive  Management Agreement was amended to reduce by 50% the
monthly  fee paid by Concord  to the  Company  for  Management  Services  to its
present fee of $12,500 and to reduce by 50% the amount reimbursed by Concord for
office space and general  office  services.  This  reduction was occasioned by a
significant  decrease  in  properties  leased by  Concord  and,  accordingly,  a
corresponding  decrease in the  Management  Services.  Pursuant to the Executive
Management Agreement, Concord owes the Company $163,188 for expenses incurred by
the Company in 1997 and Concord  reimbursed  the Company for expenses  totalling
$155,857 incurred by the Company in 1996. In addition,  Concord owes the Company
$69,910 for various services provided by the Company to Concord in 1997 pursuant
to the Executive Management Agreement,  and Concord paid the Company $68,681 for
similar services provided to Concord in 1996.

   Milestone  Properties  Management,   Inc.  ("MPMI"),  one  of  the  Company's
wholly-owned  subsidiaries,  is a party to a property management  agreement (the
"Property  Management  Agreement") with Concord under which MPMI manages certain
properties owned by Concord and its affiliates,  including limited  partnerships
controlled by Concord or affiliates of Concord. MPMI received $95,020 and $9,747
in termination fees and incurred $64,762 and $7,608 of accelerated  amortization
in connection with the termination of management  agreements for the years ended
December 31, 1997 and 1996, respectively, resulting from the sale or foreclosure
of  properties  owned by  limited  partnerships  syndicated  by  Concord.  As of
December 31, 1997, MPMI performed property management and leasing services for 7
of Concord's shopping centers pursuant to the Property Management Agreement.

   In connection  with the UPI Merger,  on February 26, 1997, UPI terminated the
property  management  agreement it had entered  into with MPMI in November  1995
(the "Property  Management  Agreement") and the management services agreement it
had entered  into with the Company in November  1995 (the  "Management  Services
Agreement").  The aggregate fees paid in 1997 by UPI to MPMI and the Company for
services  provided  to UPI  under  the  Property  Management  Agreement  and the
Management Services Agreement were $21,669 and $86,919, respectively.

                                       19
<PAGE>

                                   SIGNATURES

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


                                    MILESTONE PROPERTIES, INC.


                                         By: /s/ Patrick S Kirse
                                             -------------------
                                             Patrick S Kirse
                                             Vice President of Accounting
                                             (Principal Accounting Officer)

Date: April 28, 1998