SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                      FORM 10-K/A
(Mark One)

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

                          For the fiscal year ended December 31, 2001

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

                    For the transition period from _________ to __________

                                Commission file number 1-12560

                                        JP REALTY, INC.
                                        ---------------
                (Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
              MARYLAND                                                  87-0515088
       ----------------------                                         ---------------
      (State of incorporation)                                       (I.R.S. Employer
                                                                    Identification No.)
<S>                                               <C>
         35 CENTURY PARK-WAY
     SALT LAKE CITY, UTAH 84115                                       (801) 486-3911
     --------------------------                                        -------------
(Address of principal executive offices,           (Registrant's telephone number, including area code)
         including zip code)
</TABLE>
              Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
                                                                   Name of each exchange
         TITLE OF EACH CLASS                                        ON WHICH REGISTERED
         -------------------                                        -------------------
<S>                                                              <C>
COMMON STOCK, PAR VALUE $.0001 PER SHARE                          NEW YORK STOCK EXCHANGE
</TABLE>
           Securities registered pursuant to Section 12(g) of the Act:  None

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

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

    The   aggregate market value of the voting stock held by non-affiliates  of
the  Registrant  was $424,045,500 as of  April 12, 2002.  The  aggregate market
value has been computed based on a price of $26.34 per share, the closing price
of the stock on the New York Stock Exchange on April 12, 2002.

                        Shares Outstanding at April 12, 2002
            16,311,033 Shares of Common Stock, par value $.0001 per share.
            200,000 Shares of Price Group Stock, par value $.0001 per share.

                          DOCUMENTS INCORPORATED BY REFERENCE

     None

<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/A and the information incorporated
by reference  herein  may constitute forward-looking statements for purposes of
Section 27A of the Securities  Act  of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended,  and as such may involve known and
unknown  risks, uncertainties and assumptions.    Actual   future  performance,
achievements  and  results  of  the  Company  may  differ materially from those
expressed or implied by such forward-looking statements  as  a  result  of such
known   and  unknown  risks,  uncertainties,  assumptions  and  other  factors.
Representative  examples  of these factors include, without limitation, general
industry and economic conditions,  interest  rate trends, terrorist activities,
cost  of  capital  and  capital  requirements,  availability   of  real  estate
properties,   competition   from   other   companies   and   venues   for   the
sale/distribution  of  goods  and  services, shifts in customer demands, tenant
bankruptcies,  governmental  and  public   policy  changes  and  the  continued
availability of financing in the amounts and  on the terms necessary to support
the future business of the Company. Readers are  cautioned  that  the Company's
actual  results  could differ materially from those set forth in such  forward-
looking statements.



                                        PART I

ITEMS 1 AND 2. BUSINESS AND PROPERTIES

      GENERAL

      JP Realty, Inc.,  a Maryland Corporation (together with its subsidiaries,
the "Company"), is a fully  integrated, self-administered and self-managed real
estate investment trust ("REIT")  primarily  engaged in the business of owning,
leasing, managing, operating, developing, redeveloping  and  acquiring regional
malls,  community centers and other commercial and retail properties  in  Utah,
Idaho, Colorado,  Arizona,  Nevada,  New Mexico and Wyoming (the "Intermountain
Region"), as well as in Oregon, Washington  and  California  (together with the
Intermountain Region, the "Western States").  The Company is the  sole  general
partner  of  Price Development Company, Limited Partnership, a Maryland limited
partnership (the  "Operating Partnership"). The Company was formed on September
8, 1993 to continue  and  expand  the  business,  commenced in 1957, of certain
companies (the "Predecessor Companies") affiliated with John Price, Chairman of
the Board and Chief Executive Officer of the Company.  The Company conducts all
of  its  business operations through and holds a controlling  interest  in  the
Operating  Partnership.   As  of  December  31,  2001, the Company, through the
Operating  Partnership,  held  a portfolio consisting  of  50  properties  (the
"Properties" or, individually, a  "Property"),  including  18 enclosed regional
malls,  25 community centers and one free-standing retail Property  located  in
ten states  and  six  mixed-use  commercial Properties located primarily in the
Salt Lake City, Utah metropolitan  area.   Since  1976,  the  Company  and  its
Predecessor Companies have been responsible for developing more retail malls in
the  region  covered  by  Utah, Idaho, Colorado, Nevada, New Mexico and Wyoming
than any other developer, having constructed, developed or redeveloped 12 malls
in this region (as well as four other malls in Arizona, Oregon and Washington).

      Based on total gross  leasable area (Company-owned leasable area plus any
tenant-owned leasable area within  the Company's Properties ("Total GLA")), the
Company owns and operates the largest  retail property portfolio in each of the
states  of  Utah, Idaho and Wyoming, and is  one  of  the  leading  owners  and
operators of  retail  shopping  center  properties throughout the Intermountain
Region.  As of December 31, 2001, the Company's  retail  portfolio contained an
aggregate  of 13,843,236 square feet of Total GLA and its commercial  portfolio
contained an  aggregate  of  1,354,774  square  feet  of  gross  leasable  area
(Company-owned  leasable  area within the Company's Properties ("GLA")).  Based
on Total GLA, the Company's  retail Properties were approximately 93% leased as
of  December  31,  2001 and, based  on  GLA,  its  commercial  Properties  were
approximately 96% leased  as  of  that date.  Segment information for the years
ended December 31, 2001, 2000 and 1999  is included in the financial statements
attached to this Annual Report on Form 10-K/A.

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

<PAGE> 2

      On  April 23, 1999, the Operating Partnership  issued  510,000  Series  A
8.75% cumulative  redeemable  preferred  units of limited partner interest (the
"Series A Preferred Units") in a private placement.   Each  Series  A Preferred
Unit represents a limited partner interest in the Operating Partnership  with a
liquidation  value  of twenty-five dollars per unit.  The Operating Partnership
used the net proceeds  of approximately $12.3 million for the partial repayment
of borrowings outstanding  under the Operating Partnership's then-existing $200
million unsecured credit facility  (the "Prior Credit Facility").  The Series A
Preferred Units, which may be redeemed  for cash at the option of the Operating
Partnership on or after April 23, 2004, have  no  stated  maturity or mandatory
redemption and are not convertible into any other securities  of  the Operating
Partnership.   The Series A Preferred Units are exchangeable at the  option  of
the preferred unitholder at a rate of one Series A Preferred Unit for one share
of the Company's Series A 8.75% cumulative redeemable preferred stock beginning
April 23, 2009 or  earlier  under  certain  circumstances.   In  the event that
shares  of  Series  A  preferred  stock  are  issued  in exchange for Series  A
Preferred Units, the Operating Partnership will issue an  equivalent  number of
Series  A  Preferred  Units  to  the Company.  Any shares of Series A preferred
stock issued in exchange for Series  A  Preferred  Units  will  have  the  same
rights,  terms  and  conditions  with  respect  to  redemption  as the Series A
Preferred  Units and will not be convertible into any other securities  of  the
Company.

      On July 21, 1999, the Operating Partnership borrowed $33,777,000 from the
Prior Credit  Facility  to  reduce the Company's collateralized notes due 2001,
bearing interest at a fixed 6.37%  per  annum, from $95,000,000 to $61,223,000.
This transaction unencumbered four regional  mall  Properties.  On  January 22,
2001, the remaining balance of $61,223,000 on these notes matured and  was paid
off, unencumbering four additional regional mall Properties. In connection with
the  repayment  of these notes, one of the Properties (Boise Towne Square)  was
used to secure a  new  first mortgage debt in the amount of $79,000,000 bearing
interest at a fixed 6.64%  per  annum.   The  excess  proceeds were used to pay
transaction  costs  and  reduce  the  outstanding balance on  the  2000  Credit
Facility (as defined herein).

      On July 28, 1999, the Operating Partnership  issued  3,800,000  Series  B
8.95%  cumulative  redeemable  preferred units of limited partner interest (the
"Series B Preferred Units") in a  private  placement.   Each Series B Preferred
Unit represents a limited partner interest in the Operating  Partnership with a
liquidation  value of twenty-five dollars per unit.  The Operating  Partnership
used the net proceeds  of  approximately  $92.2 million to repay $90 million in
borrowings  outstanding  under  the  Prior  Credit  Facility  and  to  increase
operating cash.  The Series B Preferred Units,  which  may be redeemed for cash
at the option of the Operating Partnership on or after July  28,  2004, have no
stated maturity or mandatory redemption and are not convertible into  any other
securities  of  the  Operating  Partnership.  The Series B Preferred Units  are
exchangeable at the option of the  preferred unitholder at a rate of one Series
B  Preferred Unit for one share of the  Company's  Series  B  8.95%  cumulative
redeemable  preferred  stock  beginning  July 28, 2009 or earlier under certain
circumstances.  In the event that shares of Series B preferred stock are issued
in exchange for Series B Preferred Units,  the Operating Partnership will issue
an equivalent number of Series B Preferred Units to the Company.  Any shares of
Series B preferred stock issued in exchange  for  Series B Preferred Units will
have the same rights, terms and conditions with respect  to  redemption  as the
Series  B Preferred Units and will not be convertible into any other securities
of the Company.

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

<PAGE> 3

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

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

      On  July  28,  2000,  the Operating Partnership replaced and canceled the
Prior Credit Facility with a  new  $200  million unsecured credit facility (the
"2000 Credit Facility") from a syndicate of  banks  lead  by Bank One, NA.  The
2000 Credit Facility has a three-year term and bears interest, at the option of
the  Operating Partnership, at one or a combination of (i) the  higher  of  the
federal  funds rate plus 50 basis points or the prime rate or (ii) LIBOR plus a
spread of  85  to  145  basis  points.   The  LIBOR spread is determined by the
Operating Partnership's credit rating and/or leverage  ratio.   The 2000 Credit
Facility also includes a competitive bid option in the amount of  $100  million
which will allow the Operating Partnership to solicit bids for borrowings  from
the  bank  syndicate.   The  2000  Credit  Facility  will  be  used for general
corporate  purposes  including  development,  working  capital,  repayment   of
indebtedness  and/or  amortization payments.  The 2000 Credit Facility contains
restrictive covenants,  including  limitations  on  the  amount  of outstanding
secured  and  unsecured  debt  of  the  Operating Partnership and requires  the
Operating Partnership to maintain certain  financial  ratios.   The 2000 Credit
Facility  was used to payoff and replace the Prior Credit Facility.   The  2000
Credit Facility  provides  for monthly payments of interest only.  The weighted
average interest rate paid on  borrowings under the 2000 Credit Facility during
the  year  ended  December  31, 2001  was  5.16%  per  annum  and  the  balance
outstanding at December 31, 2001 was $124,000,000.

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

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

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

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

<PAGE> 4

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

      Each  of  the Company's regional malls is the premier and  dominant  mall
and, in some cases,  the  only  mall  within  its  trade  area and is generally
considered  to  be  the  financial,  economic  and social center  for  a  given
geographic  area.   The  trade areas surrounding the  Company's  malls  have  a
drawing radius, depending  on  the  mall,  ranging from five to over 150 miles.
The malls have attracted as anchor tenants some  of  the  leading  national and
regional  retail  companies  such  as  JCPenney,  Nordstrom, The Bon March<e'>,
Sears, Dillard's, Mervyn's and Meier & Frank.  The  18  regional  malls  in the
portfolio contain an aggregate of approximately 10,414,000 square feet of Total
GLA  and  range  in  size from approximately 301,000 to approximately 1,166,000
square feet of Total GLA.   The  community  center  portfolio  consists  of  25
Properties  in  eight  states containing approximately 3,427,000 square feet of
Total  GLA.   The  one  free-standing  retail  Property  contains  a  total  of
approximately 2,000 square  feet  of  GLA.   The  commercial  portfolio,  which
includes 38 commercial buildings containing approximately 1,355,000 square feet
of  GLA,  is  primarily  located  in  the  Salt  Lake City, Utah area where the
Company's headquarters are located.

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

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

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

<PAGE> 5

PROPERTIES

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

<TABLE>
<CAPTION>

                                RETAIL PROPERTIES

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

<S>             <C>      <C>      <C>      <C>      <C>       <C>        <C>       <C>      <C>    <C>    <C>   <C>    <C>
                                    FREE-                                                     BASED
                                  STANDING TENANT               TOTAL                TENANT    ON    BASED  TENANT OWNER-
                         PROPERTY STORES(2)SHOPS(3) ANCHORS    GLA(4)     GLA(5)     OWNED    TOTAL   ON     SHOP  SHIP
   PROPERTY     LOCATION TYPE(1)  (SQ.FT.) (SQ.FT.) (SQ.FT.)  (SQ.FT.)   (SQ.FT.)   (SQ.FT.)   GLA    GLA   SPACE  TYPE(7)ANCHORS
--------------- -------- -------  -------  -------- --------- ---------- ---------- --------- ------ ------ ------ ------ ----------
REGIONAL MALLS

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

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

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

</TABLE>
<
PAGE> 6

<TABLE>
<CAPTION>

                                RETAIL PROPERTIES (continued)

                                                                                          OCCUPANCY AS OF
                                                                                            12/31/2001 (6)
                                                                                     -----------------------
<S>             <C>      <C>      <C>      <C>      <C>       <C>        <C>       <C>      <C>    <C>    <C>   <C>    <C>
                                    FREE-                                                     BASED
                                  STANDING TENANT               TOTAL                TENANT    ON    BASED  TENANT OWNER-
                         PROPERTY STORES(2)SHOPS(3) ANCHORS    GLA(4)     GLA(5)     OWNED    TOTAL   ON     SHOP  SHIP
   PROPERTY     LOCATION TYPE(1)  (SQ.FT.) (SQ.FT.) (SQ.FT.)  (SQ.FT.)   (SQ.FT.)   (SQ.FT.)   GLA    GLA   SPACE  TYPE(7)ANCHORS
--------------- -------- -------  -------  -------- --------- ---------- ---------- --------- ------ ------ ------ ------ ----------
REGIONAL MALLS
(continued)
Spokane Valley
Mall (9)        Spokane     RM     54,296   270,397   411,731    736,424    481,727   254,697  94.6%  91.7%  85.2%  Fee   JCPenney,
                                                                                         (18)                             Sears,
                                                                                                                          The Bon
                                                                                                                          March<e'>,
                                                                                                                          Regal
                                                                                                                          Cinemas
                                                                                                                          (17)


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


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


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

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

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

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

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

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

<PAGE> 7

<TABLE>
<CAPTION>
                                RETAIL PROPERTIES (continued)

                                                                                          OCCUPANCY AS OF
                                                                                            12/31/2001 (6)
                                                                                     -----------------------
<S>             <C>      <C>      <C>      <C>      <C>       <C>        <C>       <C>      <C>    <C>    <C>   <C>    <C>
                                    FREE-                                                     BASED
                                  STANDING TENANT               TOTAL                TENANT    ON    BASED  TENANT OWNER-
                         PROPERTY STORES(2)SHOPS(3) ANCHORS    GLA(4)     GLA(5)     OWNED    TOTAL   ON     SHOP  SHIP
   PROPERTY     LOCATION TYPE(1)  (SQ.FT.) (SQ.FT.) (SQ.FT.)  (SQ.FT.)   (SQ.FT.)   (SQ.FT.)   GLA    GLA   SPACE  TYPE(7)ANCHORS
--------------- -------- -------  -------  -------- --------- ---------- ---------- --------- ------ ------ ------ ------ ----------
COMMUNITY
CENTERS
AND FREE-
STANDING
RETAIL
PROPERTY

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

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

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

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


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

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

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

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

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

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

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

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

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


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

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

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

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

</TABLE>

<PAGE> 8

<TABLE>
<CAPTION>
                                RETAIL PROPERTIES (continued)

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

<S>             <C>      <C>      <C>      <C>      <C>       <C>        <C>        <C>      <C>    <C>    <C>   <C>    <C>
                                    FREE-                                                     BASED
                                  STANDING TENANT               TOTAL                TENANT   ON      BASED  TENANT OWNER-
                         PROPERTY STORES(2)SHOPS(3)  ANCHORS    GLA(4)     GLA(5)    OWNED    TOTAL    ON    SHOP   SHIP
   PROPERTY     LOCATION TYPE(1)  (SQ.FT.) (SQ.FT.)  (SQ.FT.)  (SQ.FT.)   (SQ.FT.)  (SQ.FT.)  GLA     GLA   SPACE  TYPE(7)ANCHORS
--------------- -------- -------  -------  -------- --------- ---------- ---------- --------- ------ ------ ------ ------ ----------
COMMUNITY
CENTERS
AND FREE-
STANDING
RETAIL
PROPERTY
(CONTINUED)

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

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

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




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

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


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

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

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

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

</TABLE>

<PAGE> 9

<TABLE>
<CAPTION>

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

<PAGE> 10

<TABLE>
<CAPTION>
                                                       COMMERCIAL PROPERTIES

<S>                                    <C>             <C>           <C>         <C>         <C>
                                                                                             OCCUPANCY
                                                         PROPERTY       GLA       BASED ON   OWNERSHIP
             PROPERTY                     LOCATION       TYPE (1)     (SQ. FT.)     GLA        TYPE
------------------------------------   --------------  ------------  ----------  ----------  ---------
UTAH
----
Price Business Center-Pioneer Square   Salt Lake City         BP         497,883      96.1%      Fee
Price Business Center-South Main       Salt Lake City         BP         114,071      90.5%      Fee
Price Business Center-Timesquare       Salt Lake City         BP         289,522      89.5%      Fee
Sears-Eastbay                          Provo                  CP          48,880     100.0%      Fee
Price Business Center-Commerce Park    West Valley City       BP         393,360     100.0%      Fee

IDAHO
-----
Boise/FSB Plaza                        Boise                  CP          11,058     100.0%      Fee
                                                                      ----------   --------
                                                                       1,354,774      95.5%
                                                                      ==========   ========
</TABLE>
----------------------
(1)  Property  type definitions are as follows:  Business Park--BP,  Commercial
     Property--CP.

SIGNIFICANT PROPERTIES

      Boise Towne  Square,  in Boise, Idaho, contributed approximately 10.1% of
the Company's total rental revenue  (i.e.,  minimum rents plus percentage rents
("Rental  Revenue"))  for  the  year ended December  31,  2001.   Additionally,
NorthTown Mall, in Spokane, Washington,  comprised in excess of 10% of the book
value of Company assets and total Rental Revenue  for  the  year ended December
31, 2001.  Certain additional information relating to these Properties  is  set
forth below.

BOISE TOWNE SQUARE

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

      On  January  22,  2001, in connection with the repayment of the Company's
collateralized notes due 2001, the Property was contributed to Boise Mall, LLC,
a wholly-owned subsidiary  of  the Company, and a first mortgage of $79,000,000
was placed on the Property.  The  mortgage  has  a ten-year term with a thirty-
year amortization schedule bearing interest at 6.64%  per  annum  and a balloon
payment  on February 10, 2011.  The Company leases approximately two  acres  of
land which  are  utilized  for  perimeter  parking  and  landscaping from Union
Pacific Railroad Company on a year-to-year basis from December 1 to November 30
at a current rental rate of $20,000 per year.  The Company  believes  that  the
Property  is  adequately  insured.   Depreciation  and  amortization  are taken
utilizing the straight-line method over a period of four to 40 years with a net
book  basis  of  approximately  $47,294,000,  $46,964,000,  and  $47,833,000 at
December 31, 2001, 2000 and 1999, respectively.  It is the Company's  policy to
renovate, expand and upgrade the Property as warranted by market conditions.

      As  of December 31, 2001, 2000 and 1999, Boise Towne Square was 99%,  98%
and 99% leased, respectively, with an average annual rent from shop tenants per
square foot  of  $25.22,  $24.08  and  $22.77  for  the  years  ended  on those
respective  dates.   Three  department stores, JCPenney, Dillard's and The  Bon
March<e'>, are the only tenants  which  occupy 10% or more of Total GLA at this
Property.  JCPenney and Dillard's own their own land and buildings and are each
subject to a Construction, Operation and  Reciprocal  Easement  Agreement  that
expires  in  2078,  while  The Bon March<e'>'s lease is for a term of 20 years,
expiring in 2008, with two 20-year extension options.

<PAGE> 11

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


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

<PAGE> 12

NORTHTOWN MALL

      On August 6, 1998, the  Company  purchased  NorthTown  Mall,  a two-level
949,880 square foot regional mall, located in Spokane, Washington.

      NorthTown Mall is Spokane's largest mall with competition coming from the
Company's  Spokane  Valley Mall as well as one other mall and several community
centers.  As of December 31, 2001, 2000 and 1999, the mall was 96%, 95% and 94%
leased, respectively,  with an average annual rent from shop tenants per square
foot of $30.33, $29.33 and  $29.47  for  the  years  ended  on these respective
dates.  Two department stores, JCPenney and Sears, are the only  tenants  which
occupy 10% or more of Total GLA at this Property.  Sears owns its own land  and
buildings  and  is subject to a Construction, Operation and Reciprocal Easement
Agreement that expires  in  2040,  while  JCPenney's  lease is for a term of 20
years, expiring in 2011 with six five-year extension options.

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

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

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

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

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

<PAGE> 13

THE COMPANY'S LARGEST TENANTS

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

  ANCHORS

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

  Anchor tenants in the regional malls include: JCPenney, Sears, Dillard's, The
Bon  March<e'>, Meier & Frank,  Mervyn's,  Gottschalk's,  The  Emporium,  Regal
Cinemas,  Cinemark  Theaters,  ShopKo,   Nordstrom  and  Target. Anchors in the
regional malls occupy 60.7% of Total GLA of the regional malls.   The following
table  summarizes  the  Total GLA owned and leased as of December 31,  2001  by
these anchors:

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

<PAGE> 14

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

<TABLE>
<CAPTION>
                                           COMPANY-                                           COMPANY-OWNED
                               NUMBER OF    OWNED        ANCHOR-       ANCHOR       PERCENT   ANCHOR RENTS
                                ANCHOR      SQUARE        OWNED       TOTAL GLA      TOTAL       AS % OF
            ANCHOR              STORES       FEET      SQUARE FEET   SQUARE FEET      GLA      REVENUE (1)
-----------------------------------------------------------------------------------------------------------
<S>                          <C>          <C>         <C>           <C>           <C>         <C>
ShopKo                               4       104,000       297,140       401,140         2.64%            *
Albertsons                           9       278,116        97,387       375,503         2.47%            *
Safeway                              3        93,259        53,000       146,259            *             *
Burlington Coat (2)                  2       138,296            --       138,296            *             *
Rite Aid                             4        60,523        52,080       112,603            *             *
Wal-Mart                             1            --       102,440       102,440            *            --
Fred Meyer                           1        95,133            --        95,133            *             *
Fullerton Toyota                     1        82,170            --        82,170            *             *
Macey's                              1        59,350            --        59,350            *             *
</TABLE>
---------------------
*   Less than 1%.
(1) Revenue defined as minimum rents plus percentage rents.
(2) Sublease from Fred Meyer, Inc.

MAJOR TENANTS

  Non-anchor tenants owned by major national retail chains lease a considerable
amount  of  space  in  the  Company's  retail  Properties.   Such retail chains
include:  Footlocker,  Inc.  (Footlocker, Lady Footlocker, Kids Footlocker  and
Champs), Limited Group (Lerner,  Limited Express, Victoria's Secret, Victoria's
Beauty, Limited Too, Bath & Body Works, Structure and Abercrombie & Fitch), The
Buckle, Eddie Bauer, Zales Corporation,  Gymboree,  Lenscrafters,  Disney, Fred
Meyer Jewelers, Anchor Blue, Waldenbooks, B. Dalton Bookseller, Barnes & Noble,
Gap  Stores  Inc.  (Gap,  Gap  Kids,  Baby  Gap,  Gap Body, Old Navy and Banana
Republic),  General  Mills  (Olive Garden and Red Lobster),  Deb  Shops,  Regis
(Master Cuts and Trade Secret), Maurices, Famous Footwear, Pearle Vision, Radio
Shack, Kay-Bee Toys, Claire's  Boutique  (Afterthoughts and Mr. Rags), Schubach
Jewelers, Helzberg, Ben Bridge, fye, Musicland  (Sam  Goody,  Musicland and Sun
Coast Pictures), Sole Outdoors, Finish Line, Foot Action, Ann Taylor, Hallmark,
American  Greetings,  Wet  Seal,  Payless  Shoesource, Ritz Camera,  Motherhood
Maternity,  GNC,  Brookstone,  Vista  Optical, Coach  House,  Coldwater  Creek,
Pacific  Sunwear,  Williams  Sonoma,  The  Bombay   Company,   American   Eagle
Outfitters,  Fashion Bug (Lane Bryant), Ross, Sportsman's Warehouse, Linens  `n
Things, TJ Maxx,  Antie  Anne's,  Baskin  Robbins,  Christopher  and  Banks (CJ
Banks),  Blimpie,  Crescent  Jewelers,  Electronics  Boutique,  Panda  Express,
Subway,  Edo  of Japan, Flaming Wok, Journey's, Kiddie Kandids, Mariposa,  Mrs.
Fields, McDonalds, Sbarro and Sunglass Hut.

LEASES

  Most of the Company's  leases  are  long-term  leases that contain fixed base
rents  and  step-ups in rent typically occurring every  three  to  five  years.
These leases generally pass through to the tenant such tenant's share of common
area charges,  including insurance costs and real estate taxes.  Generally, all
of the regional  mall leases and certain of the community center leases include
roof and structure  repair  costs in common area charges.  The Company's leases
also generally provide for additional  rents  based  on  a percentage of tenant
sales.  For the years ended December 31, 2001, 2000 and 1999,  such  percentage
and   overage   rents   accounted   for  approximately  3.8%,  4.1%  and  4.8%,
respectively, of total Rental Revenue  from the Properties owned by the Company
during such periods.

<PAGE> 15

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

<TABLE>
<CAPTION>
                                                 YEARS ENDED DECEMBER 31,

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

VACANT SPACE

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

 The following tables set forth information  relating  to lease expirations for
retail stores in the regional malls and community centers as well as commercial
property  leases in effect as of December 31, 2001, over  the  ten-year  period
commencing  January 1, 2002 and thereafter for large stores (over 20,000 square
feet) and small  stores  (20,000  square feet or less) at the retail Properties
and for all leases at the commercial  Properties.   Unless otherwise indicated,
all  information  set  forth below assumes that none of  the  tenants  exercise
renewal options and excludes  leases  that had not commenced as of December 31,
2001.

<PAGE> 16

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


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

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

<PAGE> 17

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

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

<PAGE> 18

<TABLE>
<CAPTION>

                                                  LEASE EXPIRATIONS FOR
                                                  COMMERCIAL PROPERTIES
<S>                               <C>        <C>           <C>              <C>
                                                                                AVERAGE
                                                                             ANNUALIZED BASE
        LEASE EXPIRATION           NUMBER OF  APPROXIMATE   ANNUALIZED BASE  RENT PER SQUARE
          YEAR ENDING               LEASES      GLA IN        RENT UNDER       FOOT UNDER
          DECEMBER 31,             EXPIRING   SQUARE FEET   EXPIRING LEASES  EXPIRING LEASES(1)
--------------------------------   ---------  ------------  ---------------  -----------------
2002                                      12       273,528       $1,527,566        $5.58
2003                                       9       195,859        1,253,688         6.40
2004                                      13       189,095        1,107,078         5.85
2005                                       8       295,477        1,608,083         5.44
2006                                       2        52,000          268,320         5.16
2007                                      --            --               --           --
2008                                      --            --               --           --
2009                                       1       104,467          528,987         5.06
2010                                      --            --               --           --
2011 and thereafter                       --            --               --           --
                                   ---------  ------------
Total                                     45     1,110,426
                                   =========  ============
</TABLE>
----------------------
(1)   Excludes  tenants  paying  percentage rents in-lieu of minimum
      rents.

<PAGE> 18

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

OPERATIONS AND MANAGEMENT

  The Company manages all property management functions for the Properties.  At
December 31, 2001, the Company  had 308 full-time employees devoted exclusively
to property management.  Each of  the regional malls has on-site management and
maintenance personnel as well as a  marketing  staff to assist the mall tenants
in  promoting  and  advertising their products.  Overall  supervision  of  mall
operations,  headed by  a  Director  of  Enclosed  Malls,  is  conducted  in  a
centralized fashion  in  order  to  take advantage of economies of scale and to
deliver  a uniform presentation of all  management  functions.   The  Company's
internal property management information system enables it to quickly determine
tenant status, tenant gross sales, insurance, and other critical information in
order to effectively  manage  the  affairs of its real property portfolio.  The
data collected regarding percentage  sales allows the Company to predict sales,
to retain tenants and to enhance mall stability.

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

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

<PAGE> 19

DEVELOPMENTS

  Since 1976, the Company and the Predecessor  Companies  have been responsible
for  developing  more  retail  malls  in  the  region  covered by Utah,  Idaho,
Colorado,  Nevada,  New  Mexico  and Wyoming than any other  developer,  having
constructed, developed or redeveloped  12 malls in this region (as well as four
other malls in Arizona, Oregon and Washington).   The Company maintains the in-
house  capability  to  bring  a  project  from  concept  to   completion.   The
Leasing/Development  Department  had  a  total  of  23  full-time employees  at
December  31,  2001,  including  directors  of  Leasing,  Development,   Tenant
Coordination and Design/Drafting.

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

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

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

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

  During 2000,  the  Operating Partnership developed an addition to Grand Teton
Mall, an enclosed regional  mall  in  Idaho  Falls, Idaho, adding approximately
12,900 square feet of GLA for an Old Navy Store.   During  1999,  the Operating
Partnership  developed  an additional building at Halsey Crossing, a  community
center in Gresham, Oregon, and added approximately 16,300 square feet of GLA to
this community center. During 1999, the Company also added approximately 18,000
square feet of GLA at Boise  Towne  Plaza in Boise, Idaho, approximately 12,500
square  feet  of  GLA  at  Spokane  Valley  Mall  in  Spokane,  Washington  and
approximately 34,200 square feet of Total  GLA  for  Guesthouse  Inn  at  Three
Rivers Mall in Kelso, Washington.

  Further,  the  Properties  contain  approximately  73  acres  of  vacant land
suitable  for  additional  retail expansion projects.  Likewise, the Properties
include additional improved land ready for development of approximately 263,000
square feet of free- standing retail space. The Company will seek to expand the
Properties in its retail portfolio,  as  well  as  newly  acquired  properties,
depending on tenant demand and market conditions.

THIRD-PARTY PROPERTY MANAGEMENT

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

<PAGE> 20

EMPLOYEES

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


ITEM 3.  LEGAL PROCEEDINGS

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


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

      No  matters  were  submitted to stockholders during  the  fourth  quarter
period covered by this report.


ITEM 4A.  EXECUTIVE OFFICERS OF THE COMPANY

      The following table sets forth certain information,  as  of  December 31,
2001, with respect to the executive officers of the Company:

<TABLE>
<CAPTION>

NAME                          AGE     POSITION
----                          ---     --------
<S>                          <C>      <C>
John Price                     68      Chairman of the Board of Directors and Chief Executive Officer
G. Rex Frazier                 58      President, Chief Operating Officer and Director
Paul K. Mendenhall             54      Vice President--Chief Investment Officer and Secretary
Martin G. Peterson             55      Vice President--Administration
Greg Curtis                    51      Vice President--Property Management
David R. Sabey                 49      Vice President and General Counsel
M. Scott Collins               46      Vice President--Chief Financial Officer and Treasurer
Terry Bybee                    53      Vice President--Construction

</TABLE>

  JOHN  PRICE, age 68, served as Chairman of the  Board of Directors and  Chief
Executive  Officer  from  September 1993 to March  14, 2002.  Mr. Price  formed
Fairfax Realty,  Inc. ("Fairfax"),  the  principal  entity  through  which  the
business  of  the  Predecessor   Companies  was  conducted,  in  1972  and  its
predecessor, John Price Associates, Inc., a construction company, in 1957.  Mr.
Price  has  developed  and  built substantial retail and commercial real estate
properties during his 44 years  in  the real  estate  industry  and   has  been
involved  in  all  facets  of real  estate  development, construction, leasing,
management  and  financing.  As  of  December 31, 2001  Mr. Price was a  member
of  the   Board   of   Directors   and   the   Executive   Committee  of   Alta
Industries-Utah, Inc. (a distributor of ferrous and  nonferrous  metals  and  a
manufacturer  of roofing, siding, and other structural components), a member of
the  National Association of Real Estate Investment Trusts Legislative Advisory
Council, a member of the Board of Trustees and Management Committee of the Salt
Lake  Organizing  Committee for the 2002  Winter Olympic Games, and a member of
the Advisory Board of Wells Fargo Bank Northwest, N.A.  Mr. Price was nominated
by President George W. Bush  to  serve  as  the Ambassador of the United States
of America to the Republic of Mauritius, the  Federal  and Islamic Republic  of
The  Comoros and the  Republic of Seychelles.  On January 24, 2002, the  United
States  Senate  confirmed  Mr. Price for the nominated position.  Mr. Price was
sworn in on February 8, 2002.  Mr. Price  retired from his position as Chairman
of the  Board of Directors, Director and Chief Executive Officer of the Company
effective March 14, 2002.  Mr. Price is a graduate of the University of Utah.


  G.  REX  FRAZIER  has  served  as  President, Chief  Operating  Officer and a
Director since September 1993 and was also appointed Chief Executive Officer on
March 14, 2002.  Prior  to  January  1994, Mr. Frazier served as  President and
Chief Operating Officer of Fairfax since  1986, prior to which he had served as
Executive Vice President, Vice President-Finance  and Director of Finance.  Mr.
Frazier  has  been  involved in  the real  estate industry since 1976.  He is a
certified public accountant and, prior to joining Fairfax, worked as  an  audit
supervisor with  Touche  Ross &  Company.   Mr. Frazier  is  a graduate  of the
University of Utah.

<PAGE> 21

  PAUL K. MENDENHALL has served as Vice President-Chief Investment Officer  and
Secretary  since  May  1997, prior to which he served as Vice President-Finance
and Secretary.  Prior to January 1994, Mr. Mendenhall served as Vice President-
Finance and Secretary of  Fairfax  since  1986,  prior  to  which  he served as
Director of Finance and as Financial Analyst. Mr. Mendenhall has been  involved
in  the  real  estate industry since 1977.  He is a certified public accountant
and, prior to joining  Fairfax,  worked  as  a senior auditor for Touche Ross &
Company.   Mr.  Mendenhall  is a former President  and  Director  of  the  Utah
Association of Certified Public  Accountants  (UACPA).   Mr.  Mendenhall  is  a
graduate of the University of Utah.

  MARTIN   G.  PETERSON  has  served  as  Vice  President-Administration  since
September   1993,    prior    to   which   he   served   as   Vice   President-
Administration/Accounting and Treasurer and as Assistant Vice President.  Prior
to January 1994, Mr. Peterson   served  as  Vice  President-Administration  and
Treasurer  of  Fairfax  since 1978.  Mr. Peterson has been involved in the real
estate industry since 1975.   He is a certified public accountant and, prior to
joining Fairfax, worked as a senior  auditor  for  Price  Waterhouse & Co.  Mr.
Peterson  is  a senior member of the Advisory Board of the Marriott  School  of
Management at Brigham  Young University.  Mr. Peterson is a graduate of Brigham
Young University.

  GREG CURTIS has served  as Vice President-Property Management since September
1993.  Prior to January 1994,  Mr.  Curtis  served  as  Vice President-Property
Management  of  Fairfax since 1982.  Prior to which he served  as  Director  of
Enclosed Malls and  as  a  Mall  Manager.  Mr. Curtis has been involved in real
estate since 1977.  Mr. Curtis is a graduate of Brigham Young University.

  DAVID  R.  SABEY  has served as Vice  President  and  General  Counsel  since
September 1993.  Prior  to January 1994, Mr. Sabey served as Vice President and
General Counsel of Fairfax  since  1990.   Prior  to joining Fairfax, Mr. Sabey
worked as Assistant General Counsel for the Longs Drug  Stores  Corporation  (a
retail  drug  store company).  Mr. Sabey has been in the retail and real estate
industry since 1983.  Mr. Sabey is a graduate of McGeorge School of Law and the
University of Utah.

  M. SCOTT COLLINS  has  served  as  Vice President-Chief Financial Officer and
Treasurer since May 1997.  From November  1992  through  May  1997, Mr. Collins
served  as  Vice President-Finance and Administration, Chief Financial  Officer
and Secretary of Park City Group, Inc. (a software development company).  Prior
to his employment  with Park City Group, Mr. Collins worked as a senior manager
for Price Waterhouse  where he was also involved with the real estate industry.
Mr. Collins is a certified public accountant and is a graduate of Brigham Young
University.

  TERRY BYBEE has served  as  Vice  President-Construction  since January 1999.
Mr.  Bybee  served  as  Director  of Construction, as Project Director  and  as
Project Manager for the Company and  Fairfax  from October 1984.  Mr. Bybee has
been  in the construction industry since 1969 and  has  been  involved  in  all
facets of construction and real estate development.

<PAGE> 22
                                          PART II


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

  The Company's Common Stock is listed on the New York Stock Exchange under the
symbol  "JPR".  On February 6, 2002, the last  reported  sales  price  for  the
Common Stock  on  the  New  York  Stock  Exchange  was $23.10 per share.  As of
February  6, 2002, there were 230 stockholders of record,  of  which  229  were
holders of Common Stock and one was a holder of Price Group Stock.

  The following table sets forth, the high and low sales price per share of the
Common Stock  and  the  dividends  declared  per share for each of the quarters
presented:

<TABLE>
<CAPTION>
                                        SALES PRICE     DIVIDENDS
                                  --------------------  DECLARED
                                    HIGH        LOW     PER SHARE
                                  ---------   --------  --------
<S>                              <C>         <C>       <C>
YEAR ENDED 12/31/00
            First Quarter          $18.5625   $15.5000    $0.480
            Second Quarter          19.8375    17.1250     0.480
            Third Quarter           18.9375    17.6250     0.480
            Fourth Quarter          18.5625    15.3750     0.495

YEAR ENDED 12/31/01
            First Quarter          $19.4500   $15.5000    $0.495
            Second Quarter          24.5000    18.2000     0.495
            Third Quarter           23.8500    19.6100     0.495
            Fourth Quarter          23.9700    20.2600     0.510
</TABLE>

      During the years ended December 31, 2001  and  2000, the Company recorded
regular quarterly dividends totaling $32,461,000 and $31,307,000, respectively,
or $1.995 and $1.935 per share of Common Stock, respectively.   Of  the amounts
paid  during 2001 and 2000, 26% and 29%, respectively, represented a return  of
capital;  3%  and 6%, respectively, represented long-term capital gain; and 71%
and 65%, respectively  represented  taxable  ordinary  dividends.  Dividends on
Price Group Stock are payable by the Company at a rate per  share  equal to 80%
of the dividends declared on Common Stock.  Future dividends will be determined
by  the  Board  of  Directors  and  will  be dependent upon cash available  for
distribution, financial position and cash requirements of the Company.

      At December 31, 2001, there were 200,000  shares  of  Price  Group  Stock
outstanding.  In addition to receiving dividends at a rate equal to 80% of  the
dividends  paid  on  the Common Stock, the shares of Price Group Stock have the
right, voting as a separate  class  from  the Common Stock, to elect two of the
seven directors of the Company.  Each holder  of  Price Group Stock is entitled
to  one vote for each share of stock held.  All of the  outstanding  shares  of
Price  Group  Stock may be converted at the option of the Company into an equal
number or shares of Common Stock if certain conditions are met.


ITEM 6.  SELECTED FINANCIAL DATA

      The following  table sets forth selected financial and other data for the
Company for the years  ended December 31, 2001, 2000, 1999, 1998 and 1997.  The
historical financial information  for all the periods has been derived from the
audited historical consolidated financial statements.

<PAGE> 23

ITEM 6.  SELECTED FINANCIAL DATA (CONTINUED)

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

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

<TABLE>
<CAPTION>
                                                       FOR THE YEARS ENDED DECEMBER 31,
                                           ----------------------------------------------------------
<S>                                       <C>         <C>         <C>         <C>         <C>
                                              2001        2000        1999        1998        1997
                                           ----------  ----------  ----------  ----------  ----------
Revenues                                   $  144,356  $  142,201  $  133,565  $  109,069  $   82,973
                                           ----------  ----------  ----------  ----------  ----------
Expenses
 Operating Expenses before Interest,
   Depreciation and Amortization               46,257      45,316      43,620      36,088      27,434
 Interest                                      28,786      31,380      27,769      20,501       9,066
 Depreciation                                  28,330      26,492      23,514      17,306      11,802
 Amortization of Deferred Financing Costs       1,515       1,695       1,652       1,572         969
 Amortization of Deferred Leasing Costs           706         749         632         665         639
                                           ----------  ----------  ----------  ----------  ----------
  Total                                       105,594     105,632      97,187      76,132      49,910
                                           ----------  ----------  ----------  ----------  ----------
                                               38,762      36,569      36,378      32,937      33,063
Minority Interest in (Income) Loss of
 Consolidated Partnerships                        (71)        572        (349)       (277)       (273)
Gain on Sales of Real Estate                    5,083       2,002          --       1,096         339
                                           ----------  ----------  ----------  ----------  ----------
Income Before Extraordinary Item and
 Minority Interest of the Operating
 Partnership Unitholders                       43,774      39,143      36,029      33,756      33,129
Minority Interest of the Operating
Partnership Preferred Unitholders             (10,318)    (10,085)     (4,429)         --          --
Minority Interest of the Operating
Partnership Common Unitholders                 (6,094)     (5,281)     (5,452)     (5,806)     (5,675)
Extraordinary Item - Loss on Early
 Extinguishment of Debt, Net of
 Minority Interest of the
 Operating Partnership Unitholders                 --         (80)       (801)         --        (133)
                                           ----------  ----------  ----------  ----------  ----------
 Net Income                                $   27,362  $   23,697  $   25,347  $   27,950  $   27,321
                                           ==========  ==========  ==========  ==========  ==========
Basic Earnings Per Share (1)
 Income Before Extraordinary Item          $     1.68  $     1.46  $     1.49  $     1.59  $     1.57
 Extraordinary Item                                --       (0.01)      (0.05)         --       (0.01)
                                           ----------  ----------  ----------  ----------  ----------
 Net Income                                $     1.68  $     1.45  $     1.44  $     1.59  $     1.56
                                           ==========  ==========  ==========  ==========  ==========
Diluted Earnings Per Share (1)
 Income Before Extraordinary Item          $     1.67  $     1.46  $     1.49  $     1.58  $     1.56
 Extraordinary Item                                --       (0.01)      (0.05)         --       (0.01)
                                           ----------  ----------  ----------  ----------  ----------
 Net Income                                $     1.67  $     1.45  $     1.44  $     1.58  $     1.55
                                           ==========  ==========  ==========  ==========  ==========
Dividends Paid Per Share                   $    1.995  $    1.935  $    1.875  $    1.815  $    1.755
                                           ==========  ==========  ==========  ==========  ==========
</TABLE>

<PAGE> 24

ITEM 6.  SELECTED FINANCIAL DATA (CONTINUED)

                                SELECTED FINANCIAL DATA
                                (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                           ----------------------------------------------------------
<S>                                       <C>         <C>         <C>         <C>         <C>
                                              2001        2000        1999        1998        1997
                                           ----------  ----------  ----------  ----------  ----------
BALANCE SHEET DATA
Real Estate, before Accumulated
Depreciation                               $  924,060  $  906,281  $  876,388  $  815,756  $  619,371
Total Assets                                  795,772     785,831     776,226     733,155     545,684
Borrowings                                    478,682     464,462     438,241     472,990     283,390
Minority Interest
  Preferred Unitholders                       112,327     112,327     104,571          --          --
  Common Unitholders                           27,308      28,426      30,200      32,267      33,156
  Consolidated Partnerships                     1,014       1,383       2,006       1,743       1,695
Stockholders' Equity                          162,624     165,404     183,645     204,946     207,986
</TABLE>

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

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                           ----------------------------------------------------------
<S>                                       <C>         <C>         <C>         <C>         <C>
                                              2001        2000        1999        1998        1997
                                           ----------  ----------  ----------  ----------  ----------
Number of Properties                               50          50          51          50          48
                                           ==========  ==========  ==========  ==========  ==========
Total GLA in Square Feet
  Malls                                    10,414,000  10,430,000  10,291,000   9,810,000   7,745,000
  Community Centers and Free-
   Standing Retail Properties               3,429,000   3,392,000   3,367,000   3,191,000   3,164,000
  Commercial Properties                     1,355,000   1,354,000   1,354,000   1,354,000   1,418,000
                                           ----------  ----------  ----------  ----------  ----------
 Total                                     15,198,000  15,176,000  15,012,000  14,355,000  12,327,000
                                           ==========  ==========  ==========  ==========  ==========

</TABLE>

(1)      Basic earnings per share  based on 16,291,000, 16,298,000, 17,561,000,
         17,620,000 and 17,471,000 weighted  average number of shares of Common
         Stock and Price Group Stock outstanding  for  the years ended December
         31, 2001, 2000, 1999, 1998 and 1997, respectively.   Diluted  earnings
         per share based on 16,351,000, 16,299,000, 17,590,000, 17,723,000  and
         17,637,000   weighted  diluted  average  number  of  shares  of  stock
         outstanding for  years  ended  December 31, 2001, 2000, 1999, 1998 and
         1997, respectively.  The units of  limited  partner  interest  in  the
         Operating  Partnership  not held by the Company have not been included
         in the dilutive earnings per share calculation since there would be no
         effect on the per share amount  as  amounts  allocated  to  a  unit of
         limited partner interest are the same as amounts allocated to a  share
         of Common Stock.
(2)      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.  See "Management's Discussion and Analysis
         of  Financial  Condition and Results of  Operations  -  Liquidity  and
         Capital Resources."
(3)      Revenues less operating  expenses  before  interest,  depreciation and
         amortization.

<PAGE> 25
ITEM 7.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION  AND
          RESULTS OF OPERATIONS

OVERVIEW

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

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

SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

RESULTS OF OPERATIONS

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

      REVENUES

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

<PAGE> 26

      MINIMUM RENTS

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

      PERCENTAGE AND OVERAGE RENTS

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

      RECOVERIES FROM TENANTS

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

      INTEREST AND OTHER REVENUES

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

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

      EXPENSES

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

      PROPERTY OPERATING EXPENSES

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

      GENERAL AND ADMINISTRATIVE EXPENSES

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

<PAGE> 27

      DEPRECIATION AND AMORTIZATION

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

      INTEREST EXPENSE/CAPITALIZED INTEREST

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

      MINORITY INTEREST IN (INCOME) LOSS OF CONSOLIDATED PARTNERSHIPS

      Income  attributable  to  minority interest increased $643,000 to $71,000
income in 2001 compared to $572,000  loss  in  2000.   This  is mainly due to a
consolidated  partnership  where  cumulative  losses  now  exceed  the  limited
partners'   investment   in  such  consolidated  partnership  and  such  losses
previously attributable to  its  limited  partners  are  now  recognized by the
Company.

      GAIN ON SALES OF REAL ESTATE

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

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

      REVENUES

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

      MINIMUM RENTS

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

      PERCENTAGE AND OVERAGE RENTS

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

      RECOVERIES FROM TENANTS

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

<PAGE> 28

      INTEREST AND OTHER REVENUES

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

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

      EXPENSES

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

      PROPERTY OPERATING EXPENSES

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

      GENERAL AND ADMINISTRATIVE EXPENSES

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

      DEPRECIATION AND AMORTIZATION

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

      INTEREST EXPENSE/CAPITALIZED INTEREST

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

      MINORITY INTEREST IN (INCOME) LOSS OF CONSOLIDATED PARTNERSHIPS

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

<PAGE> 29

      GAIN ON SALES OF REAL ESTATE

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

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

      The Company's  principal  long-term  liquidity  requirements  will be the
repayment  of  principal  on its outstanding secured and unsecured indebtedness
and payments on its operating  leases, principally ground leases.   At December
31, 2001, the Company's total outstanding indebtedness was approximately $478.7
million.  Such indebtedness included:  (i)  the Provo Towne Centre construction
loan of approximately $44.1 million maturing July 2003; (ii) the Spokane Valley
Mall loan facility of $47.3 million maturing  July  2003; (iii) the 2000 Credit
Facility with a balance of $124.0 million maturing July  2003;  (iv)  the  $100
million senior notes with a principal payable of $25 million per year beginning
March  2005; (v) the $81.6 million 6.68% first mortgage on NorthTown Mall which
requires  a  balloon  payment of approximately $73.0 million in September 2008;
and (vi) the $78.3 million  6.64%  first  mortgage  on Boise Towne Square which
requires  a balloon payment of approximately $68.4 million  in  February  2011.
Obligations  under  the  operating  leases for 2002, 2003, 2004, 2005, 2006 and
thereafter are approximately $1.0 million,  $1.0  million,  $0.9  million, $0.9
million, $0.9 million and $23.8 million, respectively.


<PAGE> 30

      The Company is also contemplating the expansion and renovation of several
of its existing Properties and additional development projects and acquisitions
as  a  means to expand its portfolio.  The Company does not expect to  generate
sufficient  cash  flows  from operating activities to meet such long-term needs
and intends to finance these  amounts primarily through advances under the 2000
Credit Facility, together with  equity  and  debt  offerings,  including public
financing and individual property financings, and from selective  asset  sales.
The  availability  of  such  financing will influence the Company's decision to
proceed with, and the pace of, its development and acquisition activities.

      On April 23, 1999, the Operating  Partnership  issued  510,000  Series  A
8.75%  Preferred  Units  in  a private placement.  Each Series A Preferred Unit
represents a limited partner interest  of  the  Operating  Partnership  with  a
liquidation  value  of twenty-five dollars per unit.  The Operating Partnership
used the net proceeds  of approximately $12.3 million for the partial repayment
of borrowings outstanding  under  the Prior Credit Facility.  On July 28, 1999,
the Operating Partnership also issued  3,800,000 Series B 8.95% Preferred Units
in  a private placement.  Each Series B Preferred  Unit  represents  a  limited
partnership  interest  of the Operating Partnership with a liquidation value of
twenty-five dollars per  unit.   The Company used the proceeds of approximately
$92.2 million to repay $90 million  in  borrowings  outstanding under the Prior
Credit Facility and increase operating cash.  On May  1,  2000,  the  Operating
Partnership  issued  320,000  Series  C  8.75%  Preferred  Units  in  a private
placement.   Each  Series C Preferred Unit represents a unit of limited partner
interest of the Operating  Partnership  with a liquidation value of twenty-five
dollars  per  unit.   The  Operating  Partnership  used  the  net  proceeds  of
approximately $7.8 million for the partial  repayment of borrowings outstanding
under  the  Prior  Credit Facility.  Quarterly distributions  of  approximately
$278,900, $2,125,600  and  $175,000  are  due  to  the holders of the Series A,
Series B and Series C Preferred Units, respectively,  on  the  last day of each
March,  June,  September and December.  If the last day of each payment  period
falls on a non-business  day,  payment  is  due  on  the  immediately preceding
business day for Series A and C and the following business  day  for  Series B,
except that payment for the Series B fourth quarter distributions must  be made
in December.

      On  September 2, 1997, the Company and the Operating Partnership filed  a
shelf registration  statement  on  Form  S-3  with  the Securities and Exchange
Commission  for  the  purpose  of  registering common stock,  preferred  stock,
depositary shares, common stock warrants, debt securities and guarantees.  This
registration statement, when combined  with the Company's unused portion of its
previous shelf registration, allowed for  up to an aggregate of $400 million of
securities  to be offered by the Company and  the  Operating  Partnership.   On
March 11, 1998,  the  Operating  Partnership under this registration statement,
issued $100 million of ten-year senior  unsecured notes bearing annual interest
at a rate of 7.29%.  The Operating Partnership  had  entered  into  an interest
rate  protection agreement in anticipation of issuing these notes and  received
$270,000 as a result of terminating this agreement making the effective rate of
interest  on  these notes at 7.26%.  Interest payments are due semi-annually on
March 11 and September  11 of each year.  Principal payments of $25 million are
due annually beginning March  2005.   The proceeds were used to partially repay
outstanding borrowings under the Prior  Credit Facility.  At December 31, 2001,
the Company and the Operating Partnership  had  an aggregate of $300 million in
registered  securities  available  under  its  effective   shelf   registration
statement.

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

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

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

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

<PAGE> 31

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

      The Company's calculation of FFO is as follows:

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


INFLATION

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

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

OTHER MATTERS

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

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

<PAGE> 32

      On January 1, 2001 the Company adopted Statement of Financial  Accounting
Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and  Hedging
Activities"  as  amended  by SFAS No. 138.  SFAS No. 133 establishes accounting
and  reporting  standards  for   derivative   instruments,   including  certain
derivative instruments embedded in other contracts, and for hedging activities.
It  requires  that  an  entity  recognize all derivatives as either  assets  or
liabilities  in  the  statement  of  financial   position   and  measure  those
instruments at fair value.  The Company did not hold any derivative instruments
at December 31, 2001 or 2000, and as  such, the Company  does  not expect  this
pronouncement   to  have  a  significant  impact  on  the  Company's  financial
statements.

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

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

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

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

     The statements contained in this Annual Report of Form 10-K/A that are not
purely historical  fact  are  forward  looking statements within the meaning of
Section 27A of the Securities Act of 1933,  as  amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and  as such may involve known and
unknown  risks,  uncertainties  and  assumptions.  Actual  future  performance,
achievements  and  results of the Company  may  differ  materially  from  those
expressed or implied  by  such  forward-looking  statements as a result of such
known  and  unknown  risks,  uncertainties,  assumptions   and  other  factors.
Representative  examples of these factors include, without limitation,  general
industry and economic  conditions,  interest rate trends, terrorist activities,
cost  of  capital  and  capital  requirements,   availability  of  real  estate
properties,   competition   from   other   companies   and   venues   for   the
sale/distribution  of  goods  and services, shifts in customer demands,  tenant
bankruptcies,  governmental  and   public  policy  changes  and  the  continued
availability of financing in the amounts  and on the terms necessary to support
the future business of the Company. Readers  are  cautioned  that the Company's
actual  results could differ materially from those set forth in  such  forward-
looking statements.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

      The Company uses long-term and medium-term  debt  as a source of capital.
At December 31, 2001, the Company had approximately $263,257,000 in outstanding
fixed  rate  debt,  consisting  of  $100,000,000  unsecured  senior  notes  and
$163,257,000  in mortgages and notes secured by real estate.  The various fixed
rate   debt  instruments  mature   starting  in  the  year  2003  through 2095.
The  weighted   average  rate  of  interest   on   the  fixed  rate  debt   was
approximately   6.97%   for   the   year   ended   December   31,

<PAGE> 33

2001.  When  debt   instruments    of   this    type    mature,   the   Company
typically  refinances  such  debt  at  the   then-existing  market     interest
rates  which   may   be   more   or  less  than  the  interest  rates  on   the
maturing debt.  Changes in general market  interest  rates will affect the fair
value of the Company's fixed rate debt (i.e. as the interest rates increase the
fair value of the debt decreases and as interest rates  decrease the fair value
of  the  debt  increases),  but will not have an effect on the  interest  rate,
interest expense or cash flow  of  such  debt.   In  addition,  while  no  such
agreements are in place at December 31, 2001, the Company may attempt to reduce
interest rate risk associated with a forecasted issuance of new fixed rate debt
by entering into interest rate protection agreements.

      The  2000  Credit Facility, loan facility and existing construction loans
have variable interest  rates  and  any  fluctuation  in  interest  rates  will
increase   or   decrease   the   Company's  interest  expense.   The  Operating
Partnership's credit facility borrowings  under  the  2000  Credit Facility are
primarily transacted utilizing a variable interest rate tied to LIBOR, which as
of  December 31, 2001 was equal to LIBOR plus 110 basis points.   The  interest
rate  on  the  construction  loan and loan facility as of December 31, 2001 was
equal to LIBOR plus 150 basis  points.  The LIBOR rate used is at the Company's
option and is based upon the 30,  60,  or  90  day LIBOR rate.  A change in the
LIBOR  rate  will  effect the Company's interest expense  and  cash  flow.   At
December 31, 2001, the  Company  had  approximately $215,425,000 in outstanding
variable rate debt.  The weighted average  rate  of  interest  on  the variable
interest  rate  debt  was  approximately 5.36% for the year ended December  31,
2001.  If the interest rate  for  the Company's variable rate debt increased or
decreased by 1%, the Company's subsequent  annual  interest expense on its then
outstanding variable rate debt would increase or decrease,  as the case may be,
by approximately $2,154,000.

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


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


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

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


                                       PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

    Pursuant to the Company's Amended and Restated  Articles  of  Incorporation
and By-Laws, the Board of Directors of the Company shall be comprised  of seven
directors.  The Board of Directors currently consists of six directors,  G. Rex
Frazier, Warren P. King, James A. Anderson, Allen P. Martindale, Sam W. Souvall
and  A.  Blaine  Huntsman.   As  of  April 17, 2002 the vacancy on the Board of
Directors  created  when  John Price, the  former  Chairman  of  the  Board  of
Directors, retired in connection  with  his appointment as an Ambassador of the
United States has yet to be filled.  The  Board  of  Directors  is divided into
three  classes,  with  Messrs.  Frazier and Huntsman constituting the  Class  I
directors, Messrs. King, Martindale  and  Souvall  constituting  the  Class  II
directors  and  Mr. Anderson constituting the Class III director.  One class of
directors is elected at each Annual Meeting of the Company's stockholders for a
term of three years.   The  term of the Class III directors expires at the 2002
Annual Meeting.  The terms of  the other two classes of directors expire at the
2003 Annual Meeting of Stockholders  (Class  I  directors)  and the 2004 Annual
Meeting of Stockholders (Class II directors).

<PAGE> 34

    Under the Company's Amended and Restated Articles of Incorporation, for the
period that John Price, his spouse and children, any lineal descendants  of any
of  the foregoing, any estates of any of the foregoing, any trusts created  for
their  benefit,  and entities which any of the foregoing control (together, the
"Price Group") continue  to  hold  a combined 10% or greater direct or indirect
economic interest in Price Development Company, Limited Partnership, a Maryland
limited partnership (the "Operating  Partnership"),  in which the Company holds
an  81.8% controlling general partner interest and through  which  the  Company
conducts  all  of its business, the holders of Price Group Stock will elect two
of the seven members  of the Board of Directors and the holders of Common Stock
and Price Group Stock,  voting  together  as  a  single  class,  will elect the
remaining five members of the Board of Directors.  Of the directors  serving on
the  Board of Directors during 2001, the holders of the Price Group Stock  were
responsible  for  the  election  of  Mr.  Huntsman, a Class I director, and Mr.
Souvall, a Class II director.

CONTINUING CLASS I DIRECTORS

    The following information is furnished regarding the Class I directors (who
will continue to serve on the Board of Directors  until the 2003 Annual Meeting
of  Stockholders  or  until  their  respective  successors   are   elected  and
qualified).

    G.  REX  FRAZIER, age 58, has served as President, Chief Operating  Officer
and a director of the Company since September 1993 and was also appointed Chief
Executive Officer  on March 14, 2002.  From 1986 to 1994, Mr. Frazier served as
President and Chief  Operating Officer of Fairfax, prior to which he had served
as Executive Vice President,  Vice President - Finance and Director of Finance.
Mr. Frazier has been involved in  the real estate industry since 1976.  He is a
certified public accountant and, prior  to  joining Fairfax, worked as an audit
supervisor  with  Touche Ross & Company.  Mr. Frazier  is  a  graduate  of  the
University of Utah.

    A. BLAINE HUNTSMAN,  age 66, has been a director of the Company since 2000.
Since 1995, Mr. Huntsman has been a principal at Teton Creek Management Company
(an investment management  company).  From 1988 to 1995, Mr. Huntsman served as
Chairman  of  the  Board  and  Chief   Executive  Officer  of  Olympus  Capital
Corporation (a holding company for Olympus Bank).  Mr. Huntsman has also served
on  the Board of Directors of Zions Cooperative  Mercantile  Institution  (from
1977  to  1999),  Geneva  Steel (from 1988 to 1996), Dean Witter Reynolds, Inc.
(from 1978 to 1982), Kahler  Realty  Corporation (from 1994 to 1996) and Arcata
Corporation (from 1978 to 1982).  From  1975  to 1980, Mr. Huntsman was Dean of
the Graduate School of Business and College of  Business  at  the University of
Utah  and  from  1969  to  1997 was a Professor of Finance at the David  Eccles
School  of  Business  at the University  of  Utah.   Mr.  Huntsman  received  a
bachelor's degree from  University  of Utah and a doctorate degree in economics
from the University of Pennsylvania.

CONTINUING CLASS II DIRECTORS

    The following information is furnished  regarding  the  Class  II directors
(who  will  continue  to serve on the Board of Directors until the 2004  Annual
Meeting of Stockholders  or  until  their respective successors are elected and
qualified).

    WARREN P. KING, age 64, has been  a  director  since  the  formation of the
Company, was appointed Vice Chairman of the Board of Directors in  1994 and was
appointed Chairman of the Board of Directors on March 14, 2002.  Prior  to  the
formation  of  the  Company,  Mr.  King served as Vice Chairman of the Board of
Directors  and  Chairman  of the Finance  Committee  of  Fairfax  Realty,  Inc.
("Fairfax") beginning in 1977 and has been involved in the real estate industry
since 1974.  From 1978 to January  2001,  Mr.  King  was  President  and  Chief
Executive Officer of Alta Industries - Utah, Inc. (a distributor of ferrous and
nonferrous  metals  and a manufacturer of roofing, siding, and other structural
components).  Mr. King  continues  to  be a director of Alta Industries - Utah,
Inc.  He is a certified public accountant  and is a graduate of Stevens Henager
Business College.

    ALLEN P. MARTINDALE, age 70, has been a director since the formation of the
Company.  Since 1988, Mr. Martindale has served  as  the  President  of  A.P.M.
Associates  (a  management  consulting  firm).   Mr. Martindale has served as a
director of Smith's Food and Drug Center, Inc. (a  retail  food and drug store)
since  1970 and has served such company in several senior executive  capacities
since that  date,  including  as  Chairman  of the Board of Directors and Chief
Executive Officer.  He also served as President  and Chief Executive Officer of
Arden-Mayfair  from  1964  to  1970.   Mr.  Martindale is  a  certified  public
accountant and a graduate of the University of California at Los Angeles.

    SAM W. SOUVALL, age 82, has been a director  since  the  formation  of  the
Company.   Since  1979,  Mr.  Souvall  has  been  Chairman of the Board of Alta
Industries - Utah, Inc.  From 1972 to 1984, Mr. Souvall served as a director of
Valley Bank & Trust Company and as the Chairman of  its Board of Directors from
1984 to 1988.  Mr. Souvall also served as Chairman of the Board of Directors of
Utah  Bancorporation  from 1980 to 1988 and as President  and  Chief  Executive
Officer of Souvall Bros. Intermountain Wholesalers from 1946 to 1969.

<PAGE> 35

CONTINUING CLASS III DIRECTORS

    The following information  is  furnished  regarding  the Class III director
(who  will continue to serve on the Board of Directors until  the  2002  Annual
Meeting of Stockholders or his successor is elected and qualified.

    JAMES  A.  ANDERSON, age 67, has been a director since the formation of the
Company.  From 1978  to  1993,  Mr.  Anderson  was the Chairman of the Board of
Directors of the State of California Mining and Geology Board.  He also was the
Executive Vice President of Fulcrum Management,  Inc.  (a  public  and  private
natural resource venture capital investment company) from 1987 to 1991, and was
a  director  of Venture Trident Ltd. Partnership (the parent company of Fulcrum
Management, Inc.).   He  also  served as a director of Homestake Mining Company
from 1980 to 1987 and as Executive  Vice  President  from  1979  to  1987.  Mr.
Anderson  received  his  bachelor's  degree in geological engineering from  the
University of Utah, a master's degree  in mining geology and a doctorate degree
in  economic  geology  from  Harvard  University   and  a  degree  in  business
administration from the Stanford University Executive Program.

    Vacancies occurring on the Board of Directors as a result of the removal of
a  director  (i)  for  cause may be filled by either the  stockholders  of  the
Company or a majority of  the  remaining directors of (ii) for any other cause,
including an increase in the size of the Board of Directors, may be filled by a
majority of the remaining directors.   Vacancies  occurring  on  the  Board  of
Directors  as  a  result  of the death, resignation, removal or retirement of a
director elected by the holders of Price Group Stock shall be filled by holders
representing a majority of  the  outstanding  shares  of Price Group Stock.  In
addition, any change in the size of the Board of Directors  must be approved by
holders representing a majority of the outstanding shares of Price Group Stock.

    There is no familial relationship among any of the members  of the Board of
Directors or executive officers of the Company.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

    Section  16(a)  of  the  Exchange  Act  requires  the  Company's directors,
executive  officers and holders of more than 10% of the outstanding  shares  of
Common Stock  ("10% Stockholders") to file with the Commission and the New York
Stock Exchange initial reports of ownership and reports of changes in ownership
of Common Stock  and  other  equity  securities  of  the  Company.   Directors,
executive  officers  and  10%  Stockholders  are  required  by the Commission's
regulations to furnish the Company with copies of all Section  16(a)  forms and
amendments thereto filed during any given year.

    Based  on  review  of  the  copies  of  such reports and amendments thereto
furnished to the Company in 2001, 2000 and 1999  and  representations  from the
Company's  directors,  executive  officers  and  10% Stockholders that no other
reports were required to be filed, the Company believes that for the year ended
December  31,  2001  the  Company's  directors,  executive   officers  and  10%
Stockholders complied with all Section 16(a) filing requirements  applicable to
them.

EXECUTIVE OFFICERS

    Information regarding the Company's Executive Officers appears  in  Item 4A
of Part I of this Annual Report on Form 10-K/A.

<PAGE> 36

ITEM 11.  EXECUTIVE COMPENSATION

SUMMARY OF EXECUTIVE COMPENSATION

    The   following   table  sets  forth  certain  information  concerning  the
compensation paid by the  Company in 2001, 2000 and 1999 to its Chief Executive
Officer and Chairman of the  Board  of Directors and to its President and Chief
Operating Officer, Vice President and  General  Counsel, Vice President - Chief
Financial Officer and Treasurer and Vice President  -  Chief Investment Officer
and Secretary, which are the Company's four most highly  compensated  executive
officers  other  than  the  Chief  Executive  Officer  (together with the Chief
Executive Officer, the "Named Executive Officers").

                          SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                               Annual Compensation          Long-Term
                                                                        Compensation Awards
                                                                       ---------------------
     Name and Principal                                                     Securities            All Other
          Positions                 Year     Salary ($)   Bonus ($)(1) Underlying Options (#)  Compensation ($)
                                  -------- -------------- ------------ ---------------------- -------------------
<S>                               <C>      <C>            <C>          <C>                     <C>
John Price(2)                       2001         $148,076      $76,388                     --         $10,838 (3)
Chairman of the Board               2000          142,360       42,000                     --           9,099 (4)
and Chief Executive Officer         1999          136,360       70,350                  9,000           8,844 (5)

G. Rex Frazier                      2001         $159,076      $82,163                     --         $10,411 (3)
President and                       2000          152,360       45,000                     --           8,643 (4)
Chief Operating Officer             1999          146,360       75,600                  9,000           7,861 (5)

David R. Sabey                      2001         $120,576      $27,258                     --          $8,884 (3)
Vice President and                  2000          115,860       14,982                     --           7,299 (4)
General Counsel                     1999          112,360       25,410                  6,000           6,428 (5)

M. Scott Collins                    2001         $113,076      $38,675                     --          $8,781 (3)
Vice President -                    2000          108,360       21,200                     --           7,073 (4)
Chief Financial Officer             1999          104,360       35,700                  6,000           6,080 (5)
and Treasurer

Paul K. Mendenhall                  2001          $99,076      $33,775                     --          $8,434 (3)
Vice President -                    2000           94,860       18,600                     --           6,741 (4)
Chief Investment Officer and        1999           91,360       31,150                  5,000           5,969 (5)
Secretary
</TABLE>
----------------------
(1)    Bonuses received for 2001, 2000 and 1999 were paid in February of 2002,
       2001 and 2000, respectively.

(2)    Mr. Price received a minimum of $100,000 in annual compensation and
       participates in other standard benefit programs available to senior
       executives generally pursuant to a year-to-year employment and non-
       competition agreement that was entered into on January 21, 1994, the
       closing date of the Company's initial public offering.

(3)    Amounts received in 2001 for each of the Named Executive Officers are as
       follows:

<TABLE>
<CAPTION>
                          HEALTH           LIFE                         RETIREMENT
                        INSURANCE        INSURANCE      401(K) PLAN        PLAN         TOTAL
                       -------------------------------------------------------------------------
<S>                    <C>             <C>             <C>             <C>            <C>
John Price                   $4,336           $1,143          $1,000         $4,359      $10,838
G. Rex Frazier                4,336              387           1,000          4,687       10,411
David R. Sabey                4,336              135           1,000          3,413        8,884
M. Scott Collins              4,336              135           1,000          3,310        8,781
Paul K. Mendenhall            4,336              207           1,000          2,890        8,434
</TABLE>

<PAGE> 37

(4)    Amounts received in 2000 for each of the Named Executive Officers are as
       follows:

<TABLE>
<CAPTION>
                          HEALTH           LIFE                         RETIREMENT
                        INSURANCE        INSURANCE      401(K) PLAN        PLAN         TOTAL
                       -------------------------------------------------------------------------
<S>                    <C>             <C>             <C>             <C>            <C>
 John Price                  $2,763           $1,143          $1,000         $4,193       $9,099
 G. Rex Frazier               2,763              387           1,000          4,493        8,643
 David R. Sabey               2,763              135           1,000          3,401        7,299
 M. Scott Collins             2,763              135           1,000          3,175        7,073
 Paul K. Mendenhall           2,763              207           1,000          2,771        6,741
</TABLE>

(5)   Amounts received in 1999 for each of the Named Executive Officers are
      as follows:

<TABLE>
<CAPTION>
                          HEALTH           LIFE                         RETIREMENT
                        INSURANCE        INSURANCE      401(K) PLAN        PLAN         TOTAL
                       -------------------------------------------------------------------------
<S>                    <C>             <C>             <C>             <C>            <C>
 John Price                  $1,870           $1,890          $1,000         $4,084       $8,844
 G. Rex Frazier               1,870              675           1,000          4,316        7,861
 David R. Sabey               1,870              261           1,000          3,297        6,428
 M. Scott Collins             1,870              153           1,000          3,057        6,080
 Paul K. Mendenhall           1,870              432           1,000          2,667        5,969
</TABLE>

OPTION GRANTS FOR CALENDAR YEAR 2001

No options were granted to any of the Named Executive Officers during 2001.

OPTION EXERCISES/VALUES OF UNEXERCISED OPTIONS

The following table sets forth as to each of the Named Executive Officers
information  with respect to option exercises during 2001 and unexercised
options on December 31, 2001.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES(1)

<TABLE>
<CAPTION>
                          Shares                          Number of Securities              Value of Unexercised
                         Acquired                        Underlying Unexercised             In-the-Money Options
                            on            Value       Options at Fiscal Year-End (#)       at Fiscal Year-End ($)(2)
                                                      -------------------------------------------------------------------
        Name            Exercise(#)     Realized($)     Exercisable      Unexercisable     Exercisable     Unexercisable
-------------------------------------------------------------------------------------------------------------------------
<S>                   <C>             <C>             <C>             <C>                <C>             <C>
John Price                          0              $0         225,500              8,000      $1,371,830       $   17,055
G. Rex Frazier                      0               0          71,515              8,000         368,935           17,055
David R. Sabey                      0               0          31,100              4,000         162,311           11,370
M. Scott Collins                4,000          19,100          15,000             12,000               0           11,370
Paul K. Mendenhall             32,477         146,376          16,000              5,666          38,100            9,471
</TABLE>

<TABLE>
<CAPTION>
------------------
<S>         <C>
(1)         No stock appreciation rights are held by any of the Named Executive Officers.
(2)         In accordance with the rules of the Commission, values are calculated by subtracting the exercise price of
            an option from the fair market value of the underlying common stock.  At December 31, 2001, the exercise
            prices of all outstanding options ranged from $17.50 to $25.38.  For purposes of this table, fair market
            value of the Company's Common Stock is deemed to be $23.81, the closing price of the Common Stock reported
            on the New York Stock Exchange on December 31, 2001.
</TABLE>

<PAGE> 38

REPORT ON EXECUTIVE COMPENSATION

    This report is presented to describe the compensation  policies  applied by
the  Executive Compensation Committee of the Board of Directors with regard  to
the Company's  executive  officers  and  the basis for the compensation of John
Price, Chief Executive Officer of the Company, for the year 2001.

    COMPENSATION PHILOSOPHY.  The Company's  compensation program for executive
officers is based upon a desire to achieve both  its  short-term  and long-term
business goals and strategies with a view to enhancing stockholder  value.   To
achieve  its  goals,  the  Company recognizes that it must adopt a compensation
program  that  will attract, retain  and  motivate  qualified  and  experienced
executive officers and that its compensation program should align the financial
interests of its executive officers with those of its stockholders.

    COMPENSATION   OF  EXECUTIVE  OFFICERS  (OTHER  THAN  THE  CHIEF  EXECUTIVE
OFFICER).   Each  year,   the  Executive  Compensation  Committee  reviews  the
compensation of each executive  officer  of  the Company for the previous year.
In approving the 2001 annual salary for each of  the  executive  officers,  the
Executive  Compensation  Committee  considered  several  factors, including the
individual's salary for the previous year, the individual's  anticipated  bonus
(if any) for the previous year, the scope of the individual's responsibilities,
the  recommendations  of  management  as  to  salary  and bonus formula for the
subsequent year, the Company's historical financial results  and  the Company's
anticipated  financial  performance.  The compensation determination  for  each
individual was largely subjective  and  no  specific  weight  was  given to any
particular factor.  In addition to their base salaries, the executive  officers
of  the  Company  are  eligible  to  participate  in  the  Management Incentive
Compensation Plan described below and to receive discretionary  bonuses tied to
their individual performances and the overall performance of the Company.

    COMPENSATION  OF  CHIEF  EXECUTIVE  OFFICER.   The  Executive  Compensation
Committee  determined  the  2001  annual salary for John Price, Chief Executive
Officer of the Company, based upon  a number of factors and criteria, including
the Company's historical financial results, the Company's anticipated financial
performance and the requirements of Mr. Price.  As Chief Executive Officer, Mr.
Price is also eligible to participate  in the Management Incentive Compensation
Plan  described  below  and  to  receive  discretionary  bonuses  tied  to  his
individual performance and the overall performance of the Company.

    1993  STOCK  OPTION PLAN.  The Company believes  that  providing  executive
officers with opportunities  to acquire significant equity stakes in its growth
and prosperity through the grant  of  stock  options will enable the Company to
attract and retain qualified and experienced executive officers.  Stock options
represent  a valuable portion of the compensation  program  for  the  Company's
executive officers.   Stock options are generally awarded to executive officers
at  the time that they join  the  Company  and  periodically  thereafter.   The
exercise  price  of stock options has thus been tied to the market value of the
Company's Common Stock on the date of the grant and will have value only if the
market value of the  Common Stock increases.  The size of the initial grants of
stock options made to  the  existing  executive  officers  (other than M. Scott
Collins) was determined in connection with the formation of the Company.  As of
December  31,  2001,  there  have  been only three additional grants  of  stock
options  to executive officers under  the  plan  since  the  formation  of  the
Company.   Future  grants of stock options to executive officers will generally
be made by the Executive  Compensation  Committee  upon  the  recommendation of
management  and  will  be  based  upon  the  level  of each executive officer's
position  in  the Company, an evaluation of the executive  officer's  past  and
expected future  performance,  the number of outstanding and previously granted
options and discussions with the executive officer.

    MANAGEMENT  INCENTIVE  COMPENSATION   PLAN.   The  Company  established  an
incentive compensation plan for its executive  officers beginning in 1995.  The
plan  provides  that  each  executive officer will earn  a  cash  bonus  for  a
particular calendar year equal  to  a  percentage  of  such executive officer's
annual base salary provided that the Company's funds from  operations per share
of Common Stock increase at specified levels as compared to  the previous year.
The Executive Compensation Committee will review this plan at  the  end of each
fiscal  year  to  determine  if  it should be retained or revised to take  into
consideration future developments.

                       Executive Compensation Committee
                           WARREN P. KING, CHAIRMAN
                               JAMES A. ANDERSON
                                SAM W. SOUVALL


<PAGE> 39

COMPENSATION OF DIRECTORS

    During 2001, the Company paid  an annual fee of $18,000 to its non-employee
directors.  Directors who are employees  of the Company are not paid a director
fee.   The  Company  reimburses  directors  for  travel  expenses  incurred  in
connection with their activities on behalf of the Company.  In addition, on the
date of each Annual Meeting of the Company's  stockholders,  each  non-employee
director  then in office receives an annual grant of options to purchase  1,000
shares of Common  Stock  at  the then current market price.  Additionally, each
non-employee director is granted  options  to  purchase 10,000 shares of Common
Stock at the then current market price upon becoming  a member of the Executive
Committee  and  options  to  purchase an additional 2,000 shares  at  the  then
current market price on the date  of  each  Annual  Meeting  of  the  Company's
stockholders  thereafter  that  such  non-employee  director continues to be  a
member of the Executive Committee.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    John Price, Chief Executive Officer of the Company,  was a director of Alta
Industries  -  Utah, Inc. until January 31, 2002 and, during  2001,  Warren  P.
King, a director  of the Company and the Chairman of the Executive Compensation
Committee  of  the Company's  Board  of  Directors,  was  a  director  of  Alta
Industries - Utah, Inc.

SHARE PERFORMANCE GRAPH

    The  graph  and   table  set  forth  below  compare  the  cumulative  total
stockholder return on the  Company's  Common  Stock, for the period of December
31, 1996 through December 31, 2001, with the NAREIT  Equity  Retail  REIT Total
Return  Index,  the NAREIT Equity Mall REIT Total Return Index and the S&P  500
Index for the same period.  The graph and table assume an investment of $100 in
the Common Stock  and  each  index  on  or  about  December  31,  1996  and the
reinvestment of all dividends.



                    [SHARE PERFORMANCE GRAPH APPEARS HERE]



<TABLE>
<CAPTION>
                          DEC. 31,        DEC. 31,        DEC. 31,        DEC. 31,       DEC. 31,       DEC. 31,
                            1996            1997            1998            1999           2000           2001
                       ------------------------------------------------------------------------------------------
<S>                    <C>             <C>             <C>             <C>            <C>            <C>
Equity Retail REIT         100.00          116.95          111.40            98.29        115.95         151.22
Equity Mall REIT           100.00          113.70          110.72            94.58        116.81         154.04
S & P 500 Index            100.00          133.36          171.48           207.56        188.66         166.24
JP Realty, Inc.            100.00          107.40           88.31            78.00         87.71         145.20
</TABLE>


    There  can  be  no  assurance  that  the  Company's  share performance will
continue into the future with trends the same or similar to  those  depicted in
the  graph above.  The Company will not make or endorse any predictions  as  to
future share performance.

    The  foregoing Report on Executive Compensation and Share Performance Graph
shall not  be  deemed  incorporated  by  reference  by  any  general  statement
incorporating  by  reference  this Annual Report on Form 10-K/A into any filing
under the Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended (the "Exchange  Act"),  except  to the extent that the Company
specifically  incorporates such reports or graph by  reference  and  shall  not
otherwise be deemed filed under such acts.

<PAGE> 40

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

OWNERS AND MANAGEMENT

    The following  table  sets  forth certain information as of April 12, 2002,
regarding the beneficial ownership  of  our  common stock and Price Group stock
with respect to (i) each person known to us to be the beneficial owner of 5% or
more of our outstanding shares of common stock  and Price Group stock; (ii) the
Named Executive Officers; (iii) our directors; and  (iv)  all of our directors,
executive officers and Named Executive Officers as a group.



BENEFICIAL OWNERSHIP TABLE(1)

<TABLE>
<CAPTION>
           NAME AND BUSINESS ADDRESS            SHARES BENEFICIALLY      PERCENT OF
            OF BENEFICIAL OWNER(2)                     OWNED               SHARES
<S>                                             <C>                    <C>
----------------------------------------------  -------------------  ----------------
John Price(3)                                             3,287,468            16.86%
Warren P. King(4)                                           207,982             1.25%
G. Rex Frazier(5)                                           114,865                 *
Paul K. Mendenhall(6)                                         9,017                 *
David R. Sabey(7)                                             1,961                 *
Sam W. Souvall(8)                                            59,261                 *
Allen P. Martindale(9)                                       32,000                 *
A. Blaine Huntsman(10)                                       27,010                 0
James A. Anderson(11)                                        13,000                 0
All of our directors, Named Executive Officers
 and executive officers as a group (13 Persons)           3,775,643            19.00%
Fairfax Realty, Inc.(12)
 35 Century Park-Way Salt Lake City, UT 84115             2,966,313            15.43%
Fairfax Holding, L.L.C.(13)
 35 Century Park-Way Salt Lake City, UT 84115             2,966,313            15.43%
Cohen & Steers Capital Management, Inc.(14)
 757 Third Avenue New York, NY 10017                      1,119,335             6.78%
</TABLE>
---------------
*   An asterisk indicates ownership of less than 1%.

(1) For purposes of this table, a person is deemed to be the  beneficial  owner
    of  shares  of  common  stock  if that person has the right to acquire such
    shares within 60 days of the Record  Date,  by  the  exercise  of any stock
    option  or  any  other right to convert or exchange outstanding securities.
    We are the sole general partner of, and own the controlling general partner
    interest in, Price Development Company.  Units of limited partner interests
    in Price Development Company are exchangeable, at the option of the holders
    thereof, for shares  of  common  stock  on  a one-for-one basis (subject to
    adjustment  in  the  event  of  stock  splits, dividends,  combinations  or
    reclassifications).  Operating partnerships units and stock options held by
    a person are deemed to have been exchanged  or exercised for the purpose of
    computing the percentage of outstanding shares of common stock beneficially
    owned by such person, but shall not be deemed  to  have  been  exchanged or
    exercised for the purpose of computing the percentage of outstanding shares
    of common stock beneficially owned by any other person.  We have  the right
    to  convert  any  outstanding  shares of Price Group stock on a one-for-one
    basis into shares of common stock, in the event that the combined direct or
    indirect economic interest held  by  the  holders  of  Price Group stock in
    Price  Development  Company  falls  below 10%.  Even though  such  economic
    interest held by the holders of Price  Group  stock  is  not  below the 10%
    level, for purposes of this table, shares of Price Group stock  are  deemed
    to  be  converted  into  an  equivalent  number  of shares of common stock.
    Additionally, for the purposes of this table, a person  or  entity shall be
    deemed to be a beneficial owner of shares of common stock if such person or
    entity has or shares either investment or voting power with respect to such
    shares.

<PAGE> 41

(2) The  business  address  of  each  officer  and  director  named  herein  is
    JP Realty, Inc., 35 Century Park-Way, Salt Lake City, UT 84115.
(3) Includes  (i) 13,841 common operating partnership units held by Mr.  Price,
    (ii) 2,713,313  common operating partnership units, 53,000 shares of common
    stock and 200,000  shares  of  Price  Group  stock held by Fairfax Holding,
    L.L.C., a limited liability company in which Mr. Price holds an approximate
    85% direct and indirect interest, (iii) 27,814 common operating partnership
    units  held  by  JPET II, and (iv) options to purchase  233,500  shares  of
    common stock.  Mr.  Price,  through  his  control  of  Fairfax  Holding and
    JPET  II,  exercises  sole  investment  and  voting  power  over the common
    operating  partnership  units, shares of common stock and shares  of  Price
    Group stock held by such entities and disclaims beneficial ownership of the
    common operating partnership  units,  shares  of common stock and shares of
    Price Group stock held by Fairfax Holding and JPET II, except to the extent
    of his approximate 85% interest in Fairfax Holding  and  his approximate 1%
    interest  in  JPET  II.  In connection with the execution of  a  definitive
    merger agreement on March  3,  2002  pursuant to which JP Realty, Inc. will
    merge into General Growth Properties,  Inc.,  Mr.  Price and certain of his
    affiliates have entered into a voting agreement, pursuant  to which General
    Growth Properties, Inc. has voting control over the shares of common stock,
    Price  Group stock and common operating partnership units which  Mr.  Price
    and certain of his affiliates beneficially own as of the record date.
(4) Includes  (i)  81,176  common  operating partnership units held by Mr. King
    either directly or through other  partnership interests, (ii) 16,218 common
    operating partnership units held by  Mr.  King's  wife,  Florence  K.  King
    through   another  partnership  interest,  (iii)  12,685  common  operating
    partnership  units  held  by  Mr.  King's  son,  Michael  T. King through a
    partnership  interest  of  which Mr. King disclaims an ownership  interest,
    (iv) 28,903 common operating  partnership  units  held  by  W.  P. King and
    Company,  a  family  partnership,  through  ownership  of other partnership
    interests,   for   the  benefit  of  Mr.  and  Mrs.  King's  children   and
    grandchildren of which  Mr.  and  Mrs. King have a 2.34% ownership interest
    and (v) options to purchase 39,000 shares of our common stock.
(5) Includes (i) 31,831 common operating  partnership units and (ii) options to
    purchase 77,015 shares of common stock.
(6) Includes (i) 7,187 common operating partnership units.
(7) Includes (i) 1,595 common operating partnership units.
(8) Includes  (i) 23,371 common operating partnership  units  held  by  Sam  W.
    Souvall Trust  and  (ii) options to purchase 13,000 shares of common stock.
    Of the shares of common  stock  reported,  11.300 shares are owned by S. W.
    Souvall Company, a limited liability company  in  which  Mr. Souvall has no
    ownership but which Mr. Souvall maintains managerial and voting  rights and
    2,300 shares are owned by Sary Enterprises, a limited liability company  in
    which Mr. And Mrs. Souvall own 2.2%.
(9) Includes options to purchase 5,000 shares of common stock.
(10)Includes (i) 25,010 shares of common stock held by certain retirement
    plans beneficially owned by Mr. Huntsman and (ii) options to purchase 2,000
    shares of common stock.
(11)Includes options to purchase 13,000 shares of common stock.
(12)Includes  2,713,313  common operating partnership units, 53,000 shares
    of common stock and 200,000  shares  of  Price  Group stock held by Fairfax
    Holding.  Fairfax Holding exercises shared investment and voting power with
    respect to the common operating partnership units,  shares  of common stock
    and  shares  of  Price  Group  stock  held by Fairfax Holding and disclaims
    beneficial ownership of such common operating  partnership units, shares of
    common stock and shares of Price Group stock, except  to  the extent of its
    approximate  44% interest in Fairfax Holding.  All securities  beneficially
    owned by Fairfax  Holding are additionally identified as being beneficially
    owned by Mr. Price  and  Fairfax  Holding  and, further, are subject to the
    terms of the Voting Agreement described on p. 42.
(13)Includes 2,713,313 common operating partnership  units,  53,000 shares
    of  common  stock  and 200,000 shares of Price Group stock.  All securities
    beneficially owned by  Fairfax Holding are additionally identified as being
    beneficially owned by Mr.  Price  and  Fairfax  Holding  and,  further, are
    subject to the terms of the Voting Agreement described on p. 42.
(14)On its Schedule 13G filed with the SEC on February 13, 2002,  Cohen  &
    Steers  Capital Management, Inc. reported sole voting power with respect to
    1,503,235  shares  of  common  Stock  beneficially  owned  by them and sole
    dispositive  power  with  respect  to  1,119,335  shares  of  common  stock
    beneficially

<PAGE> 42

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

MANAGEMENT CONTRACTS

    The Company provided third-party management services for certain properties
owned directly or indirectly by John Price, Chairman of the Board of  Directors
and  Chief Executive Officer of the Company, as follows: (i) an office building
located  in  Salt  Lake  City,  Utah,  the  owner  of  which paid the Company a
management  fee  of $121,000,  $118,000 and $113,000 in 2001,  2000  and  1999,
respectively (Fairfax,  a  company  which  is  wholly-owned  by Mr. Price, is a
general partner of the owner of this building); (ii) five commercial  buildings
located  in  Albuquerque,  New  Mexico,  Creve  Coeur, Missouri, Dallas, Texas,
Escondido, California and Houston, Texas, respectively, the owner of which paid
the Company a management fee of $18,000, $20,000  and  $6,000 in 2001, 2000 and
1999,  respectively (Mr. Price is the general partner of  the  owner  of  these
buildings);  and (iii) an office building located in Park City, Utah, the owner
of which paid  the  Company  a  management fee of $5,000 and $2,000 in 2001 and
2000, respectively (owned by Mr. Price and his family).

COMPUTER SERVICES

    The Company contracted for computer  services  from Alta Computer Services,
Inc.  ("Alta  Computer").   Alta  Computer  is majority owned  by  John  Price,
Chairman of the Board of Directors and Chief  Executive Officer of the Company,
Warren P. King, a director of the Company, and  Sam  W.  Souvall, a director of
the Company.  The Company paid $110,000, $154,000 and $192,000  in  2001,  2000
and 1999, respectively, for such services.

ACCOUNTING AND MANAGEMENT SERVICES

    The Company has entered into a management agreement under which it performs
certain  accounting  and management functions on behalf of Fairfax.  Management
fees collected by the  Company under this agreement totaled $72,000 for each of
the three years ended December 31, 2001.



                                        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)  Current Reports on Form 8-K

            None

       (c)  Exhibits

<PAGE> 43

<TABLE>
<CAPTION>
Exhibit
Number                           Description
------                           -----------
<S>      <C>
3.1       Amended and Restated Articles of Incorporation the Company (3(a)){(1)}
3.3       Articles Supplementary of the Company relating to the 8.75 Series A Cumulative Redeemable Preferred
          Stock{(2)}
3.4       Articles Supplementary of the Company relating to the 8.95% Series B Cumulative Redeemable Preferred
          Stock{(2)}
3.5       Articles Supplementary of the Company relating to the election to be subject to Title 3, Subtitle 8 of
          the Maryland General Corporation Law{(3)}
3.6       Articles Supplementary of the Company relating to the Series A Junior Preferred Stock{(4)}
3.7       Articles Supplementary of the Company relating to the 8.75 Series C Cumulative Redeemable Preferred
          Stock{(3)}
3.8       Amended and Restated Bylaws of the Company{(3)}
4.1       Specimen of Common Stock Certificate{ (1)}
10.1      Second Amended and Restated Agreement of Limited Partnership of Price Development Company, Limited
          Partnership{(2)}
10.2      Agreement of Limited Partnership of Price Financing Partnership, L.P. (10(b)){(1)}
10.3      Employment and Non-Competition Agreement between the Company and John Price (10(d)){(1)}
10.4      Indemnification Agreement for Directors and Officers (10(f)){(1)}
10.5      Registration Rights Agreement among the Company and the Limited Partners of Price Development Company,
          Limited Partnership (10(g)){(1)}
10.6      Amendment No. 1 to Registration Rights Agreement, dated August 1, 1995, among the Company and the
          Limited Partners of Price Development Company, Limited Partnership{(5)}
10.7      Exchange Agreement among the Company and the Limited Partners of Price Development Company, Limited
          Partnership (10(h)){(1)}
10.8      1993 Stock Option Plan (10(i)){(1)}
10.9      Amendment to Ground lease between Price Development Company and Alvin Malstrom as Trustee and C.F.
          Malstrom, dated December 31, 1985. (Ground lease for Plaza 9400) (10(j)){(1)}
10.10     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.  (Ground lease for Anaheim Plaza)
          (10(k)){(1)}
10.11     Indenture of Lease between Ambrose and Zelda Motta and Cordova Village, dated July 26, 1974, and
          Amendments and Transfers thereto. (Ground lease for Fort Union Plaza) (10(l)){(1)}
10.12     Lease Agreement between Advance Management Corporation and Price Rentals, Inc. and dated August 1, 1975
          and Amendments thereto. (Ground lease for Price Fremont) (10(m)){(1)}
10.13     Ground lease between Aldo Rossi and Price Development Company, dated June 1, 1989, and related
          documents.  (Ground lease for Halsey Crossing) (10(n)){(1)}
10.14     First Amendment to Second Amended and Restated Agreement of Limited Partnership of Price Development
          Company, Limited Partnership{(2)}
10.15     Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Price Development
          Company, Limited Partnership{(2)}
10.16     Third Amendment to Second Amended and Restated Agreement of Limited Partnership of Price Development
          Company, Limited Partnership{(6)}
10.17     Amended and Restated Rights Agreement between the Company and Mellon Investor Services, LLC, as Rights
          Agent{(7)}
10.18     Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price Development
          Company, Limited Partnership{(8)}
10.19     Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price Development
          Company, Limited Partnership{(9)}
10.20     Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price Development
          Company, Limited Partnership{(10)}
23.       Consent of Independent Accountants
</TABLE>
<TABLE>
<CAPTION>
-----------------
<S>  <C>
(1)   Documents were previously filed with the Company's Registration Statement on Form S-11, File No. 33-68844,
      under the exhibit numbered in parenthetical, and are incorporated herein by reference.
(2)   Documents were previously filed with the Company's Quarterly Report on Form 10-Q for the quarter ended
      June 30, 1999 and are incorporated herein by reference.
(3)   Document was previously filed with the Company's Quarterly Report on Form 10-Q for the quarter ended June
      30, 2000 and is incorporated herein by reference.
(4)   Documents were previously filed with the Company's Current Report on Form 8-K, dated August 13, 1999, and
      are incorporated herein by reference.
(5)   Documents were previously filed with the Company's Annual Report on Form 10-K for the year ended December
      31, 1995 and are incorporated herein by reference.
(6)   Document was previously filed with the Company's Quarterly Report on Form 10-Q for the quarter ended
      September 30, 1999 and are incorporated herein by reference.
(7)   Document was previously filed under the Company's Current Report on Form 8-K, dated January 29, 2001, and
      is incorporated herein by reference
(8)   Document was previously filed with the Company's Annual Report on Form 10-K for the year ended December
      31, 1999 and is incorporated herein by reference.
(9)   Document was previously filed with the Company's Quarterly Report on Form 10-Q for the quarter ended March
      31, 2000 and is incorporated herein by reference.
(10)  Document was previously filed with the Company's Annual Report for the year ended December 31, 2000 and is
      incorporated herein by reference.
</TABLE>

<PAGE> 44
                                    SIGNATURES

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

<TABLE>
<CAPTION>                                    JP REALTY, INC.
<S>                                         <C>
                                             By:  /s/ M. SCOTT COLLINS
                                             ------------------------------
                                                 M. Scott Collins
                                                 Vice President, Chief Financial Officer
                                                 and Treasurer (Principal Financial and
                                                 Accounting Officer)

Date:  April 17, 2002
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                 EXHIBIT INDEX
Exhibit
Number                           Description
------                           -----------
<S>      <C>
3.1       Amended and Restated Articles of Incorporation the Company (3(a)){(1)}
3.3       Articles Supplementary of the Company relating to the 8.75 Series A Cumulative Redeemable Preferred
          Stock{(2)}
3.4       Articles Supplementary of the Company relating to the 8.95% Series B Cumulative Redeemable Preferred
          Stock{(2)}
3.5       Articles Supplementary of the Company relating to the election to be subject to Title 3, Subtitle 8 of
          the Maryland General Corporation Law{(3)}
3.6       Articles Supplementary of the Company relating to the Series A Junior Preferred Stock{(4)}
3.7       Articles Supplementary of the Company relating to the 8.75 Series C Cumulative Redeemable Preferred
          Stock{(3)}
3.8       Amended and Restated Bylaws of the Company{(3)}
4.1       Specimen of Common Stock Certificate{(1)}
10.1      Second Amended and Restated Agreement of Limited Partnership of Price Development Company, Limited
          Partnership{(2)}
10.2      Agreement of Limited Partnership of Price Financing Partnership, L.P. (10(b)){(1)}
10.3      Employment and Non-Competition Agreement between the Company and John Price (10(d)){(1)}
10.4      Indemnification Agreement for Directors and Officers (10(f)){(1)}
10.5      Registration Rights Agreement among the Company and the Limited Partners of Price Development Company,
          Limited Partnership (10(g)){(1)}
10.6      Amendment No. 1 to Registration Rights Agreement, dated August 1, 1995, among the Company and the
          Limited Partners of Price Development Company, Limited Partnership{(5)}
10.7      Exchange Agreement among the Company and the Limited Partners of Price Development Company, Limited
          Partnership (10(h)){(1)}
10.8      1993 Stock Option Plan (10(i)){(1)}
10.9      Amendment to Ground lease between Price Development Company and Alvin Malstrom as Trustee and C.F.
          Malstrom, dated December 31, 1985. (Ground lease for Plaza 9400) (10(j)){(1)}
10.10     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.  (Ground lease for Anaheim Plaza)
          (10(k)){(1)}
10.11     Indenture of Lease between Ambrose and Zelda Motta and Cordova Village, dated July 26, 1974, and
          Amendments and Transfers thereto. (Ground lease for Fort Union Plaza) (10(l)){(1)}
10.12     Lease Agreement between Advance Management Corporation and Price Rentals, Inc. and dated August 1, 1975
          and Amendments thereto. (Ground lease for Price Fremont) (10(m)){(1)}
10.13     Ground lease between Aldo Rossi and Price Development Company, dated June 1, 1989, and related
          documents.  (Ground lease for Halsey Crossing) (10(n)){(1)}
10.14     First Amendment to Second Amended and Restated Agreement of Limited Partnership of Price Development
          Company, Limited Partnership{(2)}
10.15     Second Amendment to Second Amended and Restated Agreement of Limited Partnership of Price Development
          Company, Limited Partnership{(2)}
10.16     Third Amendment to Second Amended and Restated Agreement of Limited Partnership of Price Development
          Company, Limited Partnership{(6)}
10.17     Amended and Restated Rights Agreement between the Company and Mellon Investor Services, LLC, as Rights
          Agent{(7)}
10.18     Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price Development
          Company, Limited Partnership{(8)}
10.19     Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price Development
          Company, Limited Partnership{(9)}
10.20     Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of Price Development
          Company, Limited Partnership{(10)}
23.       Consent of Independent Accountants
</TABLE>
<TABLE>
<CAPTION>
-----------------
<S>  <C>
(1)   Documents were previously filed with the Company's Registration Statement on Form S-11, File No. 33-68844,
      under the exhibit numbered in parenthetical, and are incorporated herein by reference.
(2)   Documents were previously filed with the Company's Quarterly Report on Form 10-Q for the quarter ended
      June 30, 1999 and are incorporated herein by reference.
(3)   Document was previously filed with the Company's Quarterly Report on Form 10-Q for the quarter ended June
      30, 2000 and is incorporated herein by reference.
(4)   Documents were previously filed with the Company's Current Report on Form 8-K, dated August 13, 1999, and
      are incorporated herein by reference.
(5)   Documents were previously filed with the Company's Annual Report on Form 10-K for the year ended December
      31, 1995 and are incorporated herein by reference.
(6)   Document was previously filed with the Company's Quarterly Report on Form 10-Q for the quarter ended
      September 30, 1999 and are incorporated herein by reference.
(7)   Document was previously filed under the Company's Current Report on Form 8-K, dated January 29, 2001, and
      is incorporated herein by reference
(8)   Document was previously filed with the Company's Annual Report on Form 10-K for the year ended December
      31, 1999 and is incorporated herein by reference.
(9)   Document was previously filed with the Company's Quarterly Report on Form 10-Q for the quarter ended March
      31, 2000 and is incorporated herein by reference.
(10)  Document was previously filed with the Company's Annual Report for the year ended December 31, 2000 and is
      incorporated herein by reference.
</TABLE>

<PAGE>
                                                                    EXHIBIT 23



                  CONSENT OF INDEPENDENT ACCOUNTANTS
                  ----------------------------------

     We  hereby  consent  to the incorporation by reference in the Registration
Statements on Form S-3 (No.  33-93752,  No.  333-3624,  No. 333-34835, No. 333-
34835-01) and Registration Statement Form S-8 (No. 333-3550) of JP Realty, Inc.
of  our  report dated January 30, 2002, relating to the consolidated  financial
statements  and  financial  statements  schedules,  which appears in JP Realty,
Inc.'s Annual Report on Form 10-K/A for the year ended December 31, 2001.




 /s/ PRICEWATERHOUSECOOPERS LLP
--------------------------------
PricewaterhouseCoopers LLP
Salt Lake City, Utah
April 17, 2002
<PAGE>
                         INDEX TO FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
JP REALTY, INC.
<S>                                                                      <C>

                                                                          PAGE
Report of Independent Accountants                                          F-2

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

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

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

Consolidated Statement of Cash Flows for the years ended
 December 31, 2001, 2000 and 1999                                          F-6

Notes to Consolidated Financial Statements                                 F-7

Schedule II - Valuation and Qualifying Accounts                           F-22

Schedule III - Real Estate and Accumulated Depreciation                   F-23
</TABLE>

<PAGE> F-1




                       REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Stockholders
 of JP Realty, Inc.

In  our  opinion,  the  consolidated  financial  statements   listed   in   the
accompanying  index   present  fairly,  in all material respects, the financial
position of JP Realty, Inc. and its subsidiaries at December 31, 2001 and 2000,
and the results of their operations and their  cash flows for each of the three
years  in  the period ended December 31, 2001, in  conformity  with  accounting
principles generally accepted in the United States of America.  In addition, in
our opinion, the financial statement schedules listed in the accompanying index
present fairly,  in  all  material  respects, the information set forth therein
when read in conjunction with the related  consolidated  financial  statements.
These   financial   statements   and  financial  statement  schedules  are  the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements  and  financial statement schedules based
on our audits.  We conducted our audits of these  statements in accordance with
auditing standards generally accepted in the United  States  of  America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.   An  audit
includes  examining,  on  a  test  basis,  evidence  supporting the amounts and
disclosures  in the financial statements, assessing the  accounting  principles
used and significant  estimates  made by management, and evaluating the overall
financial  statement presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.



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

<PAGE> F-2

                                JP REALTY, INC.
                          CONSOLIDATED BALANCE SHEET
                            (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                 DECEMBER 31,     DECEMBER 31,
                                                     2001            2000
                                                --------------   --------------
<S>                                            <C>              <C>
ASSETS
Real Estate Assets
  Land                                          $      106,602   $      106,561
  Buildings                                            814,307          797,793
                                                --------------   --------------
                                                       920,909          904,354
  Less: Accumulated Depreciation                      (175,946)        (154,574)
                                                --------------   --------------
  Operating Real Estate Assets                         744,963          749,780
  Real Estate Under Development                          3,151            1,927
                                                --------------   --------------
    Net Real Estate Assets                             748,114          751,707
Cash                                                    11,493            2,636
Restricted Cash                                          5,634            3,820
Accounts Receivable, Net                                14,542           12,299
Deferred Charges, Net                                    8,418            8,275
Other Assets                                             7,571            7,094
                                                --------------   --------------
                                                $      795,772   $      785,831
                                                ==============   ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Borrowings                                      $      478,682   $      464,462
Accounts Payable and Accrued Expenses                   12,976           13,013
Other Liabilities                                          841              816
                                                --------------   --------------
                                                       492,499          478,291
                                                --------------   --------------
Minority Interest
   Preferred Unitholders                               112,327          112,327
   Common Unitholders                                   27,308           28,426
   Consolidated Partnerships                             1,014            1,383
                                                --------------   --------------
                                                       140,649          142,136
                                                --------------   --------------
Commitments and Contingencies

STOCKHOLDERS' EQUITY
8.75% Series A Cumulative Redeemable Preferred
 Stock, $.0001 par value, liquidation
 preference $25.00 per share, 510,000
 shares authorized, none issued or outstanding              --               --
8.95% Series B Cumulative Redeemable Preferred
 Stock, $.0001 par value, liquidation
 preference $25.00 per share, 3,800,000 shares
 authorized, none issued or outstanding                     --               --
8.75% Series C Cumulative Redeemable Preferred
Stock, $.0001 par value, liquidation
 preference $25.00 per share, 320,000 shares
 authorized, none issued or outstanding                     --               --
Series A Junior Participating Preferred Stock,
 $.0001 per share, 3,060,000 shares authorized,
 none issued or outstanding                                 --               --
Common Stock, $.0001 par value, 117,110,000
 authorized, 16,148,000 shares and
 16,019,000 shares issued and outstanding at
 December 31, 2001 and 2000, respectively                    2                2
Price Group Stock, $.0001 par value, 200,000
 shares authorized, issued and outstanding                  --               --
Excess Stock, 75,000,000 shares authorized,
 none issued or outstanding                                 --               --
Additional Paid-in Capital                             210,820          208,501
Accumulated Dividends in Excess of Net Income          (48,198)         (43,099)
                                                --------------   --------------
                                                       162,624          165,404
                                                --------------   --------------
                                                $      795,772   $      785,831
                                                ==============   ==============
</TABLE>

            See accompanying notes to consolidated financial statements.

<PAGE> F-3
                               JP REALTY, INC.
                     CONSOLIDATED STATEMENT OF OPERATIONS
               (DOLLARS IN THOUSANDS - EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                               FOR THE YEARS ENDED DECEMBER 31,
                                             ------------------------------------
<S>                                          <C>          <C>          <C>
                                                2001         2000         1999
                                             ----------   ----------   ----------
REVENUES
Minimum Rents                                $  106,395   $  103,598   $   97,829
Percentage and Overage Rents                      4,222        4,479        4,906
Recoveries from Tenants                          32,164       31,084       29,471
Interest                                            492          732          637
Other                                             1,083        2,308          722
                                             ----------   ----------   ----------
                                                144,356      142,201      133,565
                                             ----------   ----------   ----------
EXPENSES
Operating and Maintenance                        23,383       23,699       22,142
Real Estate Taxes and Insurance                  15,589       14,672       14,141
Advertising and Promotions                          689          744          719
General and Administrative                        6,596        6,201        6,618
Depreciation                                     28,330       26,492       23,514
Amortization of Deferred Financing Costs          1,515        1,695        1,652
Amortization of Deferred Leasing Costs              706          749          632
Interest                                         28,786       31,380       27,769
                                             ----------   ----------   ----------
                                                105,594      105,632       97,187
                                             ----------   ----------   ----------
                                                 38,762       36,569       36,378
Minority Interest in (Income) Loss of
 Consolidated Partnerships                          (71)         572         (349)
Gain on Sales of Real Estate                      5,083        2,002           --
                                             ----------   ----------   ----------
Income Before Extraordinary Item
 and Minority Interest of the
 Operating Partnership Unitholders               43,774       39,143       36,029
Minority Interest of the Operating
 Partnership Preferred Unitholders              (10,318)     (10,085)      (4,429)
Minority Interest of the Operating
 Partnership Common Unitholders                  (6,094)      (5,281)      (5,452)
                                             ----------   ----------   ----------
Income Before Extraordinary Item                 27,362       23,777       26,148
Extraordinary Item - Loss on Early
 Extinguishment of Debt,
 Net of Minority Interest of the
 Operating Partnership Unitholders                   --          (80)        (801)
                                             ----------   ----------   ----------
Net Income                                   $   27,362   $   23,697   $   25,347
                                             ==========   ==========   ==========
Basic Earnings Per Share
 Income Before Extraordinary Item            $     1.68   $     1.46   $     1.49
 Extraordinary Item                                  --        (0.01)       (0.05)
                                             ----------   ----------   ----------
 Net Income                                  $     1.68   $    $1.45   $     1.44
                                             ==========   ==========   ==========

Diluted Earnings Per Share                   $     1.67   $     1.46   $     1.49
 Income Before Extraordinary Item
 Extraordinary Item                                  --        (0.01)       (0.05)
                                             ----------   ----------   ----------
 Net Income                                  $     1.67   $     1.45   $     1.44
                                              ==========   ==========   ==========
</TABLE>


            See accompanying notes to consolidated financial statements.

<PAGE> F-4
                                   JP REALTY, INC.
                    CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
<S>                                            <C>         <C>          <C>         <C>           <C>
                                                                                     ACCUMULATED
                                                                        ADDITIONAL    DIVIDENDS
                                                SHARES OF     COMMON     PAID-IN    IN EXCESS OF
                                                 STOCK *      STOCK*     CAPITAL     NET INCOME      TOTAL
                                               ----------  -----------  ----------  ------------  ----------
Stockholders' Equity at December 31, 1998      17,641,000  $         2  $  233,061  $    (28,117) $  204,946
Operating Partnership Common Units Converted       42,000           --         437            --         437
Net Income                                             --           --          --        25,347      25,347
Repurchase of Common Stock                       (857,000)          --     (14,366)           --     (14,366)
Dividends Paid                                         --           --          --       (32,719)    (32,719)
                                               ----------  -----------  ----------  ------------  ----------

Stockholders' Equity at December 31, 1999      16,826,000            2     219,132       (35,489)    183,645
Operating Partnership Common Units Converted           --           --           1            --           1
Net Income                                             --           --          --        23,697      23,697
Repurchase of Common Stock                       (607,000)          --     (10,632)           --     (10,632)
Dividends Paid                                         --           --          --       (31,307)    (31,307)
                                               ----------  -----------  ----------  ------------  ----------

Stockholders' Equity at December 31, 2000      16,219,000            2     208,501       (43,099)    165,404
Stock Options Exercised                           129,000           --       2,319            --       2,319
Net Income                                             --           --          --        27,362      27,362
Dividends Paid                                         --           --          --       (32,461)    (32,461)
                                               ----------  -----------  ----------  ------------  ----------
Stockholders' Equity at December 31, 2001      16,348,000  $         2  $  210,820  $    (48,198) $  162,624
                                               ==========  ===========  ==========  ============  ==========
</TABLE>
--------------------------
*  Includes  outstanding shares of Common Stock and 200,000 outstanding shares
   of Price Group Stock.


            See accompanying notes to consolidated financial statements.


<PAGE> F-5
                                JP REALTY, INC.
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                            (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                 FOR THE YEARS ENDED DECEMBER 31,
                                              ------------------------------------
<S>                                           <C>          <C>          <C>
                                                 2001         2000         1999
                                              ----------   ----------   ----------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net Income                                   $   27,362   $   23,697   $   25,347
 Adjustments to Reconcile Net Income to Net
  Cash Provided by Operating Activities:
 Extraordinary Item, Net of Minority Interest         --           80          801
 Depreciation                                     28,330       26,492       23,514
 Amortization                                      2,221        2,444        2,284
 Minority Interest in Income (Loss) of
  Consolidated Partnerships                           71         (572)         349
 Minority Interest of the Operating
  Partnership Preferred Unitholders               10,318       10,085        4,429
 Minority Interest of the Operating
  Partnership Common Unitholders                   6,094        5,281        5,452
 Gain on Sales of Real Estate                     (5,083)      (2,002)          --
 Real Estate Received due to Lease Termination        --           --       (1,957)
 Increase in Accounts Receivable, Net             (2,243)      (1,931)        (698)
 Increase in Deferred Charges                       (845)        (904)        (926)
 (Decrease) Increase in Accounts Payable
  and Accrued Expenses                               (12)         911       (6,647)
 Increase in Other Assets                         (1,044)      (1,408)      (1,793)
                                              ----------   ----------   ----------
   Net Cash Provided by Operating Activities      65,169       62,173       50,155
                                              ----------   ----------   ----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Real Estate Assets, Developed or Acquired       (28,359)     (41,401)     (57,993)
 Proceeds from Sales of Real Estate                9,319        2,289           --
 (Increase) Decrease in Restricted Cash           (1,814)        (671)         456
                                              ----------   ----------   ----------
   Net Cash Used in Investing Activities         (20,854)     (39,783)     (57,537)
                                              ----------   ----------   ----------
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from Borrowings                        160,713      161,000      125,842
 Repayment of Borrowings                        (146,493)    (134,779)    (160,591)
 Penalty Paid on Early Retirement of Debt             --           --         (527)
 Deferred Financing Costs                         (1,519)      (2,387)        (771)
 Net Proceeds from Sale of Common Stock
  from Stock Options Exercised                     2,319           --           --
 Net Proceeds from Issuance of Preferred Units        --        7,756      104,571
 Distributions to Preferred Unitholders          (10,318)     (10,085)      (4,429)
 Capital Contribution by Minority Partners            --           48           --
 Distributions to Minority Interest of
  Consolidated Partnerships
  and Common Unitholders                          (7,699)      (7,135)      (6,984)
 Dividends Paid to Stockholders                  (32,461)     (31,307)     (32,719)
 Repurchase of Common Stock                           --      (10,632)     (14,366)
                                              ----------   ----------   ----------
   Net Cash (Used in) Provided by
    Financing Activities                         (35,458)     (27,521)      10,026
                                              ----------   ----------   ----------
 Net Increase (Decrease) in Cash                   8,857       (5,131)       2,644
 Cash, Beginning of Period                         2,636        7,767        5,123
                                              ----------   ----------   ----------
 Cash, End of Period                          $   11,493   $    2,636   $    7,767
                                              ==========   ==========   ==========
</TABLE>

           See accompanying notes to consolidated financial statements.

<PAGE> F-6

                          JP REALTY, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

1. BUSINESS AND BASIS OF PRESENTATION

   BUSINESS

  JP Realty, Inc., a Maryland Corporation (the "Company"), is primarily engaged
in  the business  of  owning,  leasing,  managing,  operating,  developing  and
redeveloping regional malls, community centers and other commercial properties.
The Company  is  a  real  estate  investment  trust  ("REIT") as defined by the
Internal Revenue Code of 1986, as amended, (the "Code"), and owns a controlling
interest  in, and conducts its business activities through,  Price  Development
Company, Limited Partnership (the "Operating Partnership").  The Company is the
sole general  partner  of  the Operating Partnership. The Operating Partnership
owns a portfolio of 50 properties (the "Properties"), consisting of 18 enclosed
regional malls, 25 community centers, one free-standing retail Property and six
mixed-use commercial Properties  located  in  the  Western  United States.  The
tenant base includes primarily national, regional and local retailers; as such,
the Company's credit risk is concentrated in the retail industry.

BASIS OF PRESENTATION

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

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


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REAL ESTATE ASSETS

  Real estate assets are stated at cost less accumulated depreciation.  At each
balance sheet date, the Company reviews recorded  book  values  of  real estate
assets  for possible impairment based upon expectations of future nondiscounted
cash flows  (excluding  interest)  from  each  property.   There  have  been no
impairments as of December 31, 2001.

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

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

REVENUE RECOGNITION

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

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

<PAGE> F-7

                          JP REALTY, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

  An allowance for doubtful accounts has been provided against  the  portion of
tenant  accounts  receivable  which  is  estimated to be uncollectible.  Tenant
accounts receivable in the accompanying consolidated  balance  sheet  are shown
net of allowance for doubtful accounts of $1,420, and $1,368 as of December 31,
2001 and 2000, respectively.

RESTRICTED CASH

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

DEFERRED CHARGES

  Deferred   charges   consist   principally  of  financing  fees  and  leasing
commissions paid to third parties.   These  costs  are amortized on a straight-
line  basis  and are recorded in the consolidated statement  of  operations  in
amortization of  deferred  financing costs and amortization of deferred leasing
costs which amounts, for deferred  financing  fees, approximate those amortized
using  the  effective  interest  method,  over  the  terms  of  the  respective
agreements.   Deferred charges in the accompanying consolidated  balance  sheet
are shown net of  accumulated  amortization of $6,224 and $7,325 as of December
31, 2001 and 2000, respectively.

INCOME TAXES

  The Company has elected to be taxed as a REIT under the Internal Revenue Code
of  1986  as amended (the "Code"),  commencing  with  the  taxable  year  ended
December 31,  1994.  To qualify as a REIT, the Company must distribute annually
to its stockholders  at  least  90%  of  its  REIT taxable income (Note 17), as
defined  in  the  Code, and satisfy certain other  requirements.   The  Company
intends to distribute  at  least 100% of its estimated REIT taxable income each
year and, as a result, it is not taxed under the Code.

RECENT ACCOUNTING PRONOUNCEMENTS

  On January 1, 2001 the Company  adopted  Statement  of  Financial  Accounting
Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and  Hedging
Activities"  as  amended  by SFAS No. 138.  SFAS No. 133 establishes accounting
and  reporting  standards  for   derivative   instruments,   including  certain
derivative instruments embedded in other contracts, and for hedging activities.
It  requires  that  an  entity  recognize all derivatives as either  assets  or
liabilities  in  the  statement  of  financial   position   and  measure  those
instruments at fair value.  The Company did not hold any derivative instruments
at  December 31, 2001 or 2000 and, as such, the Company  does not  expect  this
pronouncement   to  have  a  significant  impact  on  the  Company's  financial
statements.

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

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

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

<PAGE> F-8
                          JP REALTY, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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


3. DEVELOPMENTS (GLA AMOUNTS UNAUDITED)

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

  In  September  2000, the Company completed an addition to NorthTown Mall,  in
Spokane, Washington,  adding  approximately  103,000  square  feet of GLA.  The
addition  included  a  12- screen Regal Cinemas occupying approximately  50,000
square feet of GLA, a Barnes & Noble occupying approximately 27,000 square feet
of GLA and a Nordstrom Rack  occupying approximately 26,000 square feet of GLA.
An additional 912-stall parking  garage  was  also  completed.   In  1998,  the
Operating Partnership issued a letter of credit to the first mortgage holder in
the  amount  of  $9,500  to  guarantee  the  completion  of additional property
development work. The issued letter of credit was allowed  to expire on October
16, 2000.

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


4. BORROWINGS

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

<PAGE> F-9
                          JP REALTY, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

4.    BORROWINGS (CONTINUED)

CREDIT FACILITY

      On October 16, 1997, the Operating Partnership obtained a $150,000 three-
year  unsecured  credit facility (the "Prior Credit Facility") from a syndicate
of banks.  On December  18,  1997,  the amount of the Prior Credit Facility was
increased to $200,000.  On July 28, 2000,  the  Operating  Partnership replaced
the  Prior Credit Facility with a new $200,000 unsecured credit  facility  (the
"2000  Credit  Facility")  from a syndicate of banks lead by Bank One, NA.  The
2000 Credit Facility has a three-year term and bears interest, at the option of
the Operating Partnership, at  one  or  a  combination of (i) the higher of the
federal funds rate plus 50 basis points or the  prime rate or (ii) LIBOR plus a
spread  of  85  to 145 basis points.  The LIBOR spread  is  determined  by  the
Operating Partnership's  credit  rating and/or leverage ratio.  The 2000 Credit
Facility also includes a competitive bid option in the amount of $100,000 which
will allow the Operating Partnership  to  solicit  bids for borrowings from the
bank syndicate.  The 2000 Credit Facility will be used  for  general  corporate
purposes  including  development,  working  capital,  repayment of indebtedness
and/or  amortization payments.  The 2000 Credit Facility  contains  restrictive
covenants,  including  limitations  on  the  amount  of outstanding secured and
unsecured  debt  of  the  Operating  Partnership  and  requires  the  Operating
Partnership to maintain certain financial ratios.  The 2000 Credit Facility was
used  to  payoff  and  replace  the  Prior Credit Facility.  The  write-off  of
deferred financing cost related to the early extinguishment of the Prior Credit
Facility makes up the extraordinary loss  of  $80,  net of minority interest of
$18  in  2000.  The Operating Partnership paid commitment  fees  on  the  Prior
Credit Facility and the 2000 Credit Facility totaling $464, $2,001 and $506, in
2001, 2000 and 1999, respectively.  At December 31, 2001  and  2000,  the  2000
Credit Facility had a balance of $124,000 and $130,000, respectively.

NOTES

      On   March   11,   1998,  the  Operating  Partnership,  under  its  shelf
registration,  issued $100,000  of  ten-year  senior  unsecured  notes  bearing
interest at a fixed  7.29%  per  annum.   The Operating Partnership had entered
into an interest rate protection agreement  in  anticipation  of  issuing these
notes and received $270 as a result of terminating this agreement,  making  the
effective  fixed  rate  of  interest  on  these notes 7.26% per annum. Interest
payments are due semi-annually on March 11  and  September  11,  of  each year.
Principal  payments  of  $25,000  are  due annually beginning March 2005.   The
proceeds were used to partially repay outstanding  borrowings  under  the Prior
Credit Facility.

      On  January  21,  1994,  a subsidiary of the Operating Partnership issued
$95,000 in secured notes bearing  interest at a fixed 6.37% per annum.  On July
21, 1999, the Operating Partnership  borrowed  $33,777  from  the  Prior Credit
Facility  to  reduce  the notes to $61,223.  The transaction unencumbered  four
regional mall Properties.  The write-off of deferred financing costs related to
the  reduction  of the notes  plus  direct  expenses,  including  a  prepayment
penalty, make up  the  extraordinary  loss of $801, net of minority interest of
$184, in 1999.  The notes required quarterly  interest payments and were due on
January 22, 2001.  The notes were paid off and canceled January 22, 2001.

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

CONSTRUCTION LOANS

      On   September  4,  1998,  Provo  Mall  Development  Company,   LTD.,   a
consolidated  partnership  of  which  the  Operating Partnership is the general
partner, entered into a $50,000 construction  loan facility.  The proceeds from
the  construction  loan facility have been used to  fund  the  development  and
construction of Provo  Towne  Centre  in  Provo,  Utah.   On June 28, 2001, the
right to extend the construction loan facility for  an additional two years was
exercised changing the maturity date to July 1, 2003.  The construction

<PAGE> F-10
                          JP REALTY, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

4.    BORROWINGS (CONTINUED)

facility  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 plus 150 basis points.  The LIBOR rate used  is at the Company's
option and is based upon the 30, 60 or 90 day LIBOR rate.  Commitment fees paid
were  $75, $100 and $84, in 2001, 2000 and 1999, respectively.  At December 31,
2001  and 2000, the loan had a balance of $44,085 and $43,792, respectively.

      On July 30, 1996, Spokane Mall Development Company Limited Partnership, a
consolidated  partnership  of  which  the  Operating Partnership is the general
partner, entered into a $50,000 construction  loan facility.  The proceeds from
this construction loan facility have been used  to  fund  the  development  and
construction  of  the  Spokane  Valley  Mall,  in  Spokane,   Washington.   The
construction  loan  facility  was collateralized by the Spokane Valley Mall and
was guaranteed by the Operating  Partnership.   This construction loan facility
was paid-off and terminated on July 31, 2001.  The  loan  bore  interest  at  a
variable  interest  rate  indexed  to the LIBOR rate plus 150 basis points.  At
December 31, 2000, the loan had a balance  of $41,600.  Commitment fees paid in
2001, 2000 and 1999 were $0, $50 and $154, respectively.

MORTGAGES PAYABLE

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

      On August  6,  1998,  the  Company,  through  a consolidated partnership,
acquired NorthTown Mall, in Spokane, Washington.  The  partnership  obtained  a
new  first  mortgage  in  the amount of $84,500.  The loan has a ten year term,
6.68% fixed rate, and a thirty-year amortization payoff schedule with a balloon
payment of approximately $73,000.   At December 31, 2001 and 2000, the loan had
a balance of $81,571 and $82,540, respectively.

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

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

SCHEDULE OF MATURITIES OF BORROWINGS

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

<TABLE>
<CAPTION>
<S>                                                             <C>
Year                                                               Total
----                                                            -----------
2002                                                            $     1,910
2003                                                                217,741
2004                                                                  2,124
2005                                                                 27,287
2006                                                                 27,446
Thereafter                                                          202,174
                                                                -----------
                                                                $   478,682
                                                                ===========
</TABLE>

<PAGE> F-11
                          JP REALTY, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

5. CAPITAL TRANSACTIONS

  The limited partners of the Operating  Partnership have the right to exchange
their common units of limited partner interests  ("OP   Units")  into shares of
the  Company's  Common  Stock on a one-for-one basis (subject to adjustment  in
certain events); provided,  however, that the Company may, at its option, elect
to deliver to limited partners,  instead of shares of Common Stock,  cash in an
amount equal to the market value of  such  shares.  In the event that shares of
Common  Stock are issued in exchange for OP Units,  the  Operating  Partnership
will issue  an  equivalent  number  of  units to the Company as general partner
interests in the Operating Partnership.   In  2001 and 2000, respectively, zero
and 125 OP Units were converted into shares.

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

  In April 1999,  the  Operating  Partnership  issued  510,000  Series  A 8.75%
cumulative redeemable preferred units of limited partner interests (the "Series
A  Preferred  Units")  in  exchange  for a gross contribution of $12,750.  Each
Series A Preferred Unit represents a limited  partner interest in the Operating
Partnership  with a liquidation value of twenty-five  dollars  per  unit.   The
Operating Partnership  used  the proceeds, less applicable transaction costs of
$405,  for  the repayment of borrowings  outstanding  under  the  Prior  Credit
Facility.  The  Series A Preferred Units, which may be redeemed for cash at the
option of the Operating  Partnership on or after April 23, 2004, have no stated
maturity  or mandatory redemption  and  are  not  convertible  into  any  other
securities  of  the  Operating  Partnership.   The Series A Preferred Units are
exchangeable at the option of the preferred unitholder  at a rate of one Series
A  Preferred  Unit  for  one share of the Company's Series A  8.75%  cumulative
redeemable preferred stock  beginning  April 23, 2009, or earlier under certain
circumstances.  In the event that shares of Series A preferred stock are issued
in exchange for Series A Preferred Units,  the Operating Partnership will issue
an equivalent number of Series A Preferred Units to the Company.  Any shares of
Series A preferred stock issued in exchange  for  Series A Preferred Units will
have the same rights, terms and conditions with respect  to  redemption  as the
Series  A Preferred Units and will not be convertible into any other securities
of the Company.   The  income allocated and distributions paid to the holder of
the Series A Preferred Units  are  based  upon  the rate of 8.75% on $12,750 or
$1,116 for the years ended December 31, 2001 and 2000 and $768 in 1999.

  On July 28, 1999, the Operating Partnership issued  3,800,000  Series B 8.95%
cumulative redeemable preferred units of limited partner interest  (the "Series
B  Preferred  Units")  in  exchange for a gross contribution of $95,000.   Each
Series B Preferred Unit represents  a limited partner interest in the Operating
Partnership with a liquidation value  of  twenty-five  dollars  per  unit.  The
Operating  Partnership used the proceeds, less applicable transaction costs  of
$2,774, to repay  $90,000  in  borrowings  under  the Prior Credit Facility and
increase operating cash.  The Series B Preferred Units,  which  may be redeemed
for cash at the option of the Operating Partnership on or after July  28, 2004,
have  no  stated maturity or mandatory redemption and are not convertible  into
any other securities  of  the  Operating  Partnership.   The Series B Preferred
Units are exchangeable at the option of the preferred unitholder  at  a rate of
one  Series  B  Preferred  Unit  for  one share of the Company's Series B 8.95%
cumulative redeemable preferred stock beginning July 28, 2009, or earlier under
certain circumstances.  In the event that  shares  of  Series B preferred stock
are issued in exchange for Series B Preferred Units, the  Operating Partnership
will  issue an equivalent number of Series B Preferred Units  to  the  Company.
Any shares  of  Series  B  preferred  stock  issued  in  exchange  for Series B
Preferred Units will have the same rights, terms and conditions with respect to
redemption as the Series B Preferred Units and will not be convertible into any
other securities of the Company.  The income allocated to holders of the Series
B Preferred Unit are base upon the rate of 8.95% on the $95,000 for  the  years
ended  December  31,  2001 and 2000.  Distributions are paid on the last day of
the quarter providing that  day is a business day.  If the payment day falls on
a non-business  day, the payment is due on the following  business day,  except
that  payment for  the  fourth quarter distributions  must be made in December.
Income  allocated and  distributions paid for the years ended December 31, 2001
and 2000 were $8,502 and $3,661 in 1999.

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

<PAGE> F-12
                          JP REALTY, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

5. CAPITAL TRANSACTIONS (CONTINUED)

to pay down the borrowings under the Prior  Credit   Facility.   The  Series  C
Preferred  Units,   which   may   be   redeemed   for   cash   at  the   option
of  the  Operating  Partnership  on or  after May  1,  2005,  have  no   stated
maturity  or  mandatory  redemption  and  are  not  convertible  into any other
securities  of  the  Operating  Partnership.  The Series C Preferred Units  are
exchangeable at the option of the  preferred unitholder at a rate of one Series
C  Preferred Unit for one share of the  Company's  Series  C  8.75%  cumulative
redeemable  preferred  stock  beginning  May  1, 2010, or earlier under certain
circumstances.  In the event that shares of Series C preferred stock are issued
in exchange for Series C Preferred Units, the Operating  Partnership will issue
an equivalent number of Series C Preferred Units to the Company.  Any shares of
Series C preferred stock issued in exchange for Series C Preferred  Units  will
have  the  same  rights, terms and conditions with respect to redemption as the
Series C Preferred  Units and will not be convertible into any other securities
of the Company.  Income  allocated  and distributions paid to the holder of the
Series C Preferred Units are based upon the rate of 8.75% on the $8,000 or $700
and $467 for the years ended December 31, 2001 and 2000 respectively.

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

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

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


6. MINORITY INTEREST

<TABLE>
<CAPTION>
                                                PREFERRED     COMMON     CONSOLIDATED
                                               UNITHOLDERS  UNITHOLDERS  PARTNERSHIPS     TOTAL
                                              ------------  -----------  ------------  ------------
<S>                                           <C>           <C>          <C>           <C>
Minority Interest at December 31, 1998         $        --   $   32,267   $     1,743   $    34,010
Preferred Units Issued                             104,571           --            --       104,571
Minority Interest Common Units Converted                --         (437)           --          (437)
Minority Interest Income                             4,429        5,452           349        10,230
Minority Interest in Extraordinary Loss                 --         (184)           --          (184)
Distributions Paid                                  (4,429)      (6,898)          (86)      (11,413)
                                              ------------  -----------  ------------  ------------

Minority Interest at December 31, 1999             104,571       30,200         2,006       136,777
Preferred Units Issued                               7,756           --            --         7,756
Partner Contribution                                    --           --            48            48
Minority Interest Common Units Converted                --           (1)           --            (1)
Minority Interest Income (Loss)                     10,085        5,281          (572)       14,794
Minority Interest in Extraordinary Loss                 --          (18)           --           (18)
Distributions Paid                                 (10,085)      (7,036)          (99)      (17,220)
                                              ------------  -----------  ------------  ------------

Minority Interest at December 31, 2000             112,327       28,426         1,383       142,136
Partnership Units Issued                                --           47            --            47
Minority Interest Income                            10,318        6,094            71        16,483
Distributions Paid                                 (10,318)      (7,259)         (440)      (18,017)
                                              ------------  -----------  ------------  ------------
Minority Interest at December 31, 2001        $    112,327  $    27,308  $      1,014  $    140,649
                                              ============  ===========  ============  ============
</TABLE>

<PAGE> F-13
                          JP REALTY, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

6.    MINORITY INTEREST (CONTINUED)

      Net  income  of  the  Operating  Partnership  is allocated first  to  its
preferred  unitholders  as described above in Note 5 and  then  to  its  common
unitholders based upon their  pro  rata share of unit ownership.  The Operating
Partnership's income allocated to its  common  unitholders  was  based upon the
weighted average number of common units outstanding as follows:

<TABLE>
<CAPTION>
                                                         FOR THE YEARS ENDED DECEMBER 31,
                                            -------------------------------------------------------
                                                        2001                          2000
                                            --------------------------   --------------------------
<S>                                        <C>             <C>          <C>             <C>
                                               UNITS        PERCENTAGE      UNITS        PERCENTAGE
                                            -----------     ----------   -----------     ----------
Units held by General Partner                16,291,000         81.75%    16,298,000         81.76%
Units held by Limited Partners                3,638,000         18.25%     3,636,000         18.24%
                                            -----------     ----------   -----------     ----------
                                             19,929,000        100.00%    19,934,000        100.00%
                                            ===========     ==========   ===========     ==========
</TABLE>

  The  consolidated  partnerships'  minority  interests  in income or loss  are
calculated by multiplying the percentage of each such partnership  owned by its
respective  minority  partners by the total income or loss of such partnership,
unless the cumulative losses  exceed  the  limited  partners' investment.  Such
excess  losses  previously  attributable  to  the  limited   partners  will  be
recognized by the Company.  Future income attributable to the  limited partners
will be recognized by the Company to the extent of these losses.


7. STOCK

  The authorized stock of the Company consists of 200,000,000 shares  of stock,
of which 7,690,000 shares are classified as Preferred Stock, 117,110,000 shares
are  classified  as Common Stock, 200,000 shares are classified as Price  Group
Stock, and 75,000,000  shares  are  classified as Excess Stock.  Each holder of
Common Stock and Price Group Stock shall be entitled to one vote for each share
of stock held.  Shares of Price Group  Stock  shall have the right, voting as a
separate  class,  to elect two directors of the Company.   Cash  dividends  for
shares of Price Group Stock shall be equal to 80% of the amount payable on each
share of Common Stock.   All of the outstanding shares of Price Group Stock may
be converted at the option  of  the  Company  into an equal number of shares of
Common  Stock,  in  the  event that the combined direct  or  indirect  economic
interest held by John Price and his family members in the Operating Partnership
falls below 10%.

  In October 1999, the Board  of Directors authorized the Company to repurchase
up to $25,000 of the Company's  Common  Stock through open market purchases and
private transactions.  The Company repurchased a total of 1,463,100 shares from
October  25,  1999  to  March 20, 2000.  During  2000  and  1999,  the  Company
repurchased 606,500 and 856,600  shares  at  a  cost  of  $10,632  and $14,366,
respectively.  All shares which have been repurchased have been retired.


8. STOCKHOLDERS' RIGHTS PLAN

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

<PAGE> F-14
                          JP REALTY, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

8. STOCKHOLDERS' RIGHTS PLAN (CONTINUED)


with a value of twice the  exercisable price of the rights upon payment of  the
exercise price.  In connection with the rights plan, 3,060,000 shares of Junior
Preferred Stock were reserved for  issuance.   The new rights are redeemable by
the Company under certain circumstances at $.0001  per  right  and will expire,
unless earlier redeemed, on August 11, 2009.


9. RENTAL INCOME

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

  All  non-cancelable leases, assuming no new or renegotiated leases or  option
extensions,  in  effect  at December 31, 2001 provide for the following minimum
future rental income:

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


10.     COMMITMENTS AND CONTINGENCIES

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

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

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

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

<PAGE> F-15
                          JP REALTY, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

11.     SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

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

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

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

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


12.     RELATED PARTY TRANSACTIONS

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

  The Operating Partnership has entered into a management agreement under which
the Operating Partnership performs  certain accounting and management functions
on behalf of a company, whose majority  owner  is  the Chairman of the Board of
Directors  of  the  Company.   Management  fees  collected   by  the  Operating
Partnership under this agreement totaled $72 for each of the three  years ended
December 31, 2001.

  The  Company  provided third-party management services for certain properties
owned directly or  indirectly  by the Chairman of the Board of Directors of the
Company as follows: (i) an office  building  in Salt Lake City, Utah, the owner
of which paid the Company a management fee of $121, $118 and $113 in 2001, 2000
and  1999,  respectively  (Fairfax,  a company which  is  wholly-owned  by  the
Chairman of the Board, is a general partner  of  the  owner  of this building),
(ii) five commercial buildings located in Albuquerque, New Mexico; Creve Coeur,
Missouri; Dallas, Texas; Escondido, California; and Houston, Texas,  the  owner
of which paid the Company a management fee of $18, $20 and $6 in 2001, 2000 and
1999,  respectively (the Chairman of the Board is the general partner owner  of
the buildings),  and  (iii) an office building in Park City, Utah, the owner of
which paid the Company  $5  and $2 in 2001 and 2000, respectively (owned by the
Chairman of the Board and his family).


13.     STOCK INCENTIVE PLAN

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

<PAGE> F-16
                          JP REALTY, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

13.     STOCK INCENTIVE PLAN (CONTINUED)

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

<TABLE>
<CAPTION>
                                                2001                         2000                      1999
                                      --------------------------  -------------------------   --------------------------
<S>                                   <C>            <C>          <C>           <C>           <C>           <C>
                                                      WEIGHTED                    WEIGHTED                    WEIGHTED
                                                       AVERAGE                    AVERAGE                     AVERAGE
                                       SHARES OF      EXERCISE     SHARES OF      EXERCISE     SHARES OF      EXERCISE
                                         STOCK          PRICE        STOCK         PRICE         STOCK         PRICE
                                      ----------     -----------  -----------   -----------   -----------   ------------
Outstanding at beginning of year         694,000     $     19.53      687,000   $     19.55       631,000   $      21.37
Granted                                    7,000           20.83        7,000         18.50        60,000          18.31
Exercised                               (129,000)          17.96           --            --            --             --
Forfeited                                 (2,000)          25.25           --            --        (4,000)         22.43
                                      ----------     -----------  -----------   -----------   -----------   ------------
Outstanding at end of year               570,000*    $     19.89      694,000   $     19.53       687,000   $      19.55
                                      ==========     ===========  ===========   ===========   ===========   ============
Exercisable at end of year               498,000     $     18.84      561,000   $     18.77       494,000   $      18.41
                                      ==========     ===========  ===========   ===========   ===========   ============
</TABLE>
-----------------------
* The weighted average remaining contractual life of  options outstanding as of
  December 31, 2001 was four years.  The range of option  prices  was $17.50 to
  $25.38 per share.

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

<TABLE>
<CAPTION>
                                         FOR THE YEAR ENDED DECEMBER 31,
                                   ----------------------------------------
<S>                                <C>           <C>           <C>
                                        2001         2000          1999
                                   ------------  ------------  ------------
Net income
 As reported                       $     27,362  $     23,697  $     25,347
 Proforma                          $     27,303  $     23,609  $     25,276

Basic net income per share
 As reported                       $       1.68  $       1.45  $       1.44
 Proforma                          $       1.68  $       1.45  $       1.44

Diluted net income per share
 As reported                       $       1.67  $       1.45  $       1.44
 Proforma                          $       1.67  $       1.45  $       1.44
</TABLE>

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

<TABLE>
<CAPTION>
                                         FOR THE YEAR ENDED DECEMBER 31,
                                   ----------------------------------------
<S>                                <C>           <C>           <C>
                                        2001         2000          1999
                                   ------------  ------------  ------------
Risk free interest rate                   4.24%         6.71%         4.79%
Dividend yield                            9.53%        12.29%        11.09%
Expected life                          4 years       3 years       4 years
Expected volatility                      22.40%        16.28%        16.40%
Weighted average per share fair
 value of options granted during
 the year                          $      1.44   $      0.67   $      0.55
</TABLE>

<PAGE> F-17
                          JP REALTY, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

14.   EMPLOYEE BENEFIT PLAN

      The   Company  has  a  401(k)  profit  sharing  plan   which   permits
participating   employees  to  defer  up  to  a  maximum  of  15%  of  their
compensation up to the maximum allowed by the Code.  The Company matches 50%
of the qualified employees' contributions up to a maximum of $1 per employee
each year.  Employees  working  a  minimum  of 1,000 hours per year who have
completed  at  least one year of service and attained  the  age  of  21  are
qualified to participate  in  the  plan.   The  employees' contributions are
immediately vested.  Additionally, the Company annually  contributes  3%  of
base salary to the plan for each qualified employee.  Contributions from the
Company  vest  based  upon  employees' years of service beginning at 20% per
year after one year of service.   The Company's contributions to the plan in
2001, 2000 and 1999 were $400, $375 and $333, respectively.


15.   FAIR VALUE OF FINANCIAL INSTRUMENTS

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

      The carrying value  of  cash, accounts receivable and accounts payable
at December 31, 2001 and 2000 are  reasonable estimates of their fair values
because of the short maturity of these financial instruments.

      Borrowings with an aggregate carrying  value  of $478,682 and $464,462
have an estimated aggregate fair value of $476,799 and  $458,762 at December
31, 2001 and 2000, respectively.  Estimated fair value is  based on interest
rates  currently  available  to the Company for issuance of borrowings  with
similar terms and remaining maturities.


16.   EARNINGS PER SHARE

      The following table provides  a  reconciliation  of both income before
extraordinary  items and the number of common shares of stock  used  in  the
computations of  basic  earnings  per  share,  which  utilizes  the weighted
average  number  of  common  shares  of stock outstanding without regard  to
potentially dilutive common shares of  stock and diluted earnings per share,
which includes all such shares of stock.

<TABLE>
<CAPTION>
                                                     FOR THE YEARS ENDED DECEMBER 31,
                                                   -------------------------------------
<S>                                                <C>          <C>          <C>
                                                      2001         2000         1999
                                                   -----------  -----------  -----------
Income (Numerator)
  Before Extraordinary Item                        $    27,362  $    23,777  $    26,148
                                                   ===========  ===========  ===========
Shares of Stock (Denominator)
  Basic-average shares of Common Stock outstanding  16,291,000   16,298,000   17,561,000
  Add: Dilutive effect of stock options                 60,000        1,000       29,000
                                                   -----------  -----------  -----------
Diluted shares of stock                             16,351,000   16,299,000   17,590,000
                                                   ===========  ===========  ===========
Per-Share Amounts - Income Before
Extraordinary Item
  Basic                                            $      1.68  $      1.46  $      1.49
                                                   ===========  ===========  ===========
  Diluted                                          $      1.67  $      1.46  $      1.49
                                                   ===========  ===========  ===========
</TABLE>

      The OP Units not held by the Company  have  not  been  included in the
dilutive  earnings per share calculation since there would be no  effect  on
the per share  amount as amounts allocated to an OP Unit are the same as the
amounts allocated  to a share of Common Stock.  Options to purchase 570,000,
694,000 and 687,000  shares of Common Stock were outstanding at December 31,
2001, 2000 and 1999, respectively  (Note  13),  a  portion of which has been
reflected above using the treasury stock method.

<PAGE> F-18
                          JP REALTY, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

17.   RECONCILIATION BETWEEN GAAP NET INCOME AND TAXABLE INCOME

<TABLE>
<CAPTION>
                                                      2001         2000         1999
                                                     ESTIMATE     ACTUAL        ACTUAL
<S>                                                <C>          <C>          <C>
                                                   -----------  -----------  -----------
GAAP Net Income from REIT Operations (Note 1)      $    27,362  $    23,697  $    25,347
  Add: Book depreciation and amortization               23,785       22,464       20,985
  Less: Tax depreciation and amortization              (25,130)     (24,466)     (24,775)
Book/tax differences on gains/losses from
 capital transactions                                   (3,345)        (423)          --
Other book/tax differences net                          (1,400)      (1,090)      (1,880)
                                                   -----------  -----------  -----------

Taxable Income Before Adjustments                       21,272       20,182       19,677
  Less Capital Gains                                      (809)      (1,212)          --
                                                   -----------  -----------  -----------
  Adjusted taxable income subject
  To 90% Dividend Requirement                      $    20,463  $    18,970  $    19,677
                                                   ===========  ===========  ===========
</TABLE>
-----------------------
Note 1.  All adjustments to "GAAP Net Income From REIT  Operations"  are net
         of amount attributable to minority interest.

TAX STATUS OF DIVIDENDS PER SHARE:
<TABLE>
<CAPTION>
                                       2001              2000              1999
                                -----------------  ----------------  ------------------
<S>                            <C>       <C>      <C>       <C>      <C>       <C>
Dividends Paid per share
Ordinary income                 $ 1.4247    71.4%  $ 1.2573    65.0%  $ 1.4419    76.9%
Return of Capital                 0.5095    25.5%    0.5527    28.5%    0.4331    23.1%
Capital Gains                     0.0608     3.1%    0.1250     6.5%    0.0000     0.0%
                                --------  ------   --------  ------   --------  ------
                                $ 1.9950   100.0%  $ 1.9350   100.0%  $ 1.8750   100.0%
                                ========  ======   ========  ======   ========  ======
</TABLE>


18.   SEGMENT INFORMATION (GLA AMOUNTS UNAUDITED)

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

      The  accounting policies  of  the  segments  are  the  same  as  those
described in the "Summary of Significant Accounting Policies."  Segment data
includes total  revenues  and  property  net operating income (revenues less
operating and maintenance expense, real estate  taxes  and insurance expense
and  advertising  and  promotions  expense ("Property NOI")).   The  Company
evaluates the performance of its segments  and  allocates  resources to them
based on Property NOI.

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

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

<PAGE> F-19
                          JP REALTY, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

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

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

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

<TABLE>
<CAPTION>
                                         REGIONAL     COMMUNITY    COMMERCIAL
                                          MALLS        CENTERS     PROPERTIES    OTHER       TOTAL
                                       ------------  -----------   -----------  ----------  ----------
<S>                                    <C>           <C>           <C>         <C>         <C>
2001
----
Total Revenues                         $    115,664  $    20,467    $    7,830  $      395  $  144,356
Property Operating Expenses (1)             (33,207)      (4,808)       (1,646)         --     (39,661)
                                       ------------  -----------    ----------  ----------  ----------
Property NOI (2)                             82,457       15,659         6,184         395     104,695
Unallocated Expenses (3)                         --           --            --     (65,933)    (65,933)
Unallocated Minority Interest (4)                --           --            --     (16,483)    (16,483)
Unallocated Other (5)                            --           --            --       5,083       5,083
Consolidated Net Income                          --           --            --          --      27,362
Additions to Real Estate Assets              13,266       14,127         1,013          --      28,406
Total Assets (6)                            665,677       88,704        29,332      12,059     795,772

2000
----
Total Revenues                         $    114,141  $    19,562    $    7,741  $      757  $  142,201
Property Operating Expenses (1)             (32,516)      (4,867)       (1,732)         --     (39,115)
                                       ------------  -----------    ----------  ----------  ----------
Property NOI (2)                             81,625       14,695         6,009         757     103,086
Unallocated Expenses (3)                         --           --            --     (66,517)    (66,517)
Unallocated Minority Interest (4)                --           --            --     (14,794)    (14,794)
Unallocated Other (5)                            --           --            --       1,922       1,922
Consolidated Net Income                          --           --            --          --      23,697
Additions to Real Estate Assets              34,130        1,801           764           9      36,704
Total Assets (6)                            656,553       85,425        29,782      14,071     785,831

1999
----
Total Revenues                         $    104,205  $    20,297    $    7,555  $    1,508  $  133,565
Property Operating Expenses (1)             (30,620)      (4,568)       (1,814)         --     (37,002)
                                       ------------  -----------    ----------  ----------  ----------
Property NOI (2)                             73,585       15,729         5,741       1,508      96,563
Unallocated Expenses (3)                         --           --            --     (60,185)    (60,185)
Unallocated Minority Interest (4)                --           --            --     (10,230)    (10,230)
Unallocated Other (5)                            --           --            --        (801)       (801)
Consolidated Net Income                          --           --            --          --      25,347
Additions to Real Estate Assets              55,593        6,094         1,133         125      62,945
Total Assets (6)                            641,871       84,329        30,837      19,189     776,226
</TABLE>
-------------------
(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  and  minority  interest   of  the    Operating
     Partnership preferred  and common unitholders as listed in the consolidated
     statement of  operations.
(5)  Unallocated other includes gain on sales  of real estate and  extraordinary
     loss on  extinguishment of debt as listed  in the consolidated statement of
     operations.
(6)  Unallocated  other  total  assets  include cash,  corporate  offices,
     miscellaneous  real  estate and deferred  financing costs.

<PAGE> F-20
                          JP REALTY, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

19.    QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

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

<TABLE>
<CAPTION>
                                                    FIRST       SECOND       THIRD       FOURTH         TOTAL
<S>                                             <C>          <C>          <C>          <C>          <C>
                                                -----------  -----------  -----------  -----------  ------------
YEAR ENDED 2001
---------------
Total Revenues                                  $    35,020  $    34,004  $    35,280  $    40,052  $    144,356
Income Before Extraordinary Item
 and Minority Interest                                8,423        8,180        8,947       18,224        43,774
Net Income                                            4,776        4,578        5,209       12,799        27,362
Basic Earnings Per Share                              0.290        0.280        0.320        0.790         1.680
Diluted Earnings Per Share                            0.290        0.280        0.320        0.780         1.670(1)
Dividend Declared Per Share                           0.495        0.495        0.495        0.510         1.995(2)

YEAR ENDED 2000
---------------
Total Revenues                                  $    32,899  $    34,254  $    35,200  $    39,848  $    142,201
Income Before Extraordinary Item and
 Minority Interest                                    8,076        9,910        8,123       13,034        39,143
Net Income                                            4,655        6,040        4,454        8,548        23,697
Basic Earnings Per Share                              0.280        0.370        0.270        0.530         1.450
Diluted Earnings Per Share                            0.280        0.370        0.270        0.530         1.450(1)
Dividend Declared Per Share                           0.480        0.480        0.480        0.495         1.935(2)
</TABLE>
-----------------------
(1) The sum of quarterly earnings per share may differ from  yearly  totals due
    to  rounding and the fluctuation of weighted average shares of stock  on  a
    quarterly basis.
(2) Of which  $.510  and  $.553  represents a non-taxable return of capital for
    2001 and 2000, respectively.


20.   SUBSEQUENT EVENTS

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

<PAGE> F-21

                                                                     SCHEDULE II
                                    JP REALTY, INC.
                         VALUATION AND QUALIFYING ACCOUNTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
                                (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                       BALANCE AT
                                       BEGINNING     CHARGED TO                BALANCE AT
                                        OF YEAR       EXPENSE     DEDUCTIONS   END OF YEAR
                                       ----------   -----------  -----------   -----------
<S>                                    <C>          <C>          <C>           <C>

Year ended December 31, 2001
Allowance for uncollectible accounts   $    1,368   $       898  $       846   $     1,420

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

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

</TABLE>

<PAGE> F-22
                                                                  SCHEDULE III
                                JP REALTY, INC.
                   REAL ESTATE AND ACCUMULATED DEPRECIATION
                            (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                 GROSS AMOUNT AT WHICH
                             INITIAL COSTS     CAPITALIZED     CARRIED AT CLOSE OF PERIOD                                    DEPREC-
                         ---------------------  SUBSEQUENT   ------------------------------                                    IABLE
              RELATED              BUILDING &       TO                 BUILDING &           ACCUMULATED    DATE OF      DATE   LIVES
DESCRIPTION ENCUMBRANCES   LAND   IMPROVEMENTS ACQUISITION(1)  LAND   IMPROVEMENTS  TOTAL   DEPRECIATION CONSTRUCTION ACQUIRED YEARS
----------- ------------ -------- ------------ ------------- -------- ------------ -------- ------------ ------------ -------- -----
<S>         <C>          <C>      <C>          <C>           <C>      <C>          <C>      <C>          <C>          <C>      <C>
REGIONAL
MALLS
Animas
Valley
Mall,
Farmington,
NM                    -- $  3,902 $     24,059 $       7,167 $  3,902 $     31,226 $ 35,128 $      4,706           --     1995  1-40

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>

<PAGE> F-23

                                                                  SCHEDULE III
                                JP REALTY, INC.
                   REAL ESTATE AND ACCUMULATED DEPRECIATION
                            (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                 GROSS AMOUNT AT WHICH
                             INITIAL COSTS     CAPITALIZED     CARRIED AT CLOSE OF PERIOD                                    DEPREC-
                         ---------------------  SUBSEQUENT   ------------------------------                                    IABLE
              RELATED              BUILDING &       TO                 BUILDING &           ACCUMULATED    DATE OF      DATE   LIVES
DESCRIPTION ENCUMBRANCES   LAND   IMPROVEMENTS ACQUISITION(1)  LAND   IMPROVEMENTS  TOTAL   DEPRECIATION CONSTRUCTION ACQUIRED YEARS
----------- ------------ -------- ------------ ------------- -------- ------------ -------- ------------ ------------ -------- -----
<S>         <C>          <C>      <C>          <C>           <C>      <C>          <C>      <C>          <C>          <C>      <C>
COMMUNITY
CENTERS
(CONTINUED)
Halsey
Crossing,
Gresham, OR           --       -- $         -- $       3,429 $     -- $      3,429 $  3,429 $        741      1989-91       --  5-40

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE> F-24

                                     JP REALTY, INC.
                        REAL ESTATE AND ACCUMULATED DEPRECIATION
                                (Dollars in thousands)
<TABLE>
<CAPTION>

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

                                            FOR THE YEARS ENDED DECEMBER 31,
                                        -----------------------------------------
<S>                                     <C>            <C>            <C>
                                            2001           2000           1999
                                        -----------    -----------    -----------
Real Estate Investments
 Balance at Beginning of Year           $   906,281    $   876,388    $   815,756
 Acquisitions                                    --             --             --
 Improvements                                28,406         36,704         62,945
 Disposition of Property                    (10,627)        (6,811)        (2,313)
                                        -----------    -----------    -----------
                                        $   924,060    $   906,281    $   876,388
                                        ===========    ===========    ===========
Balance at End of Year
Accumulated Depreciation
 Balance at Beginning of Year           $   154,574    $   135,027    $   114,136
 Depreciation                                27,763         26,099         23,204
 Depreciation of Disposed Property           (6,391)        (6,552)        (2,313)
                                        -----------    -----------    -----------
Balance at End of Year                  $   175,946    $   154,574    $   135,027
                                        ===========    ===========    ===========
</TABLE>
<PAGE> F-25