SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                       FORM 10-K
(Mark One)

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

                          For the fiscal year ended December 31, 1999

                                              OR

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

                    For the transition period from _________ to __________

                                Commission file number 1-12560

                                        JP REALTY, INC.
                (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                                       <C>
                MARYLAND                                                         87-0515088
         ----------------------                                               ---------------
        (State of incorporation)                                             (I.R.S. Employer
                                                                            Identification No.)
           35 CENTURY PARK-WAY
       SALT LAKE CITY, UTAH 84115                                             (801) 486-3911
       --------------------------                                              -------------
(Address of principal executive offices,                   (Registrant's telephone number, including area code)
         including zip code)

<CAPTION)
              Securities registered pursuant to Section 12(b) of the Act:
<S>                                                       <C>
                                                                           Name of each exchange
           TITLE OF EACH CLASS                                              ON WHICH REGISTERED
           -------------------                                              -------------------
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.

    The aggregate market value of the voting stock held  by  non-affiliates  of
the  Registrant  was  $287,321,220 as of March 7, 2000.   The aggregate
market value has been computed based on a price of $18 per share, the closing
price  of the stock on the New York Stock Exchange on March 7, 2000.

                        Shares Outstanding at March 7, 2000
           16,144,865 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
    Portions of the Registrant's proxy statement for the 2000 Annual Meeting of
Stockholders scheduled to be held on May 3, 2000 are incorporated by reference
into Part III of this  Annual  Report on Form 10-K.

<PAGE> 1

      Certain  matters  discussed under the captions "Business and Properties",
"Management's Discussion  and  Analysis  of  Financial Condition and Results of
Operations", "Quantitative and Qualitative Disclosures  About  Market Risk" and
elsewhere  in this Annual Report on Form 10-K and the information  incorporated
by reference  herein  may constitute forward-looking statements for purposes of
Section 21E of the Securities Exchange Act of 1934, as amended, and as such may
involve known and unknown  risks,  uncertainties  and  other  factors which may
cause the actual results, performance and achievements of JP Realty, Inc. to be
materially different from future results, performance or achievements expressed
or implied by such forward-looking statements.

                                        PART I

ITEMS 1 AND 2.  BUSINESS AND PROPERTIES

      GENERAL

      JP Realty, Inc., a Maryland Corporation, (together with its subsidiaries,
the "Company"), is a fully integrated, self-administered and self-managed  real
estate  investment  trust ("REIT") primarily engaged in the business of owning,
leasing, managing, operating,  developing,  redeveloping and acquiring regional
malls, community centers and other commercial  and  retail  properties in Utah,
Idaho,  Colorado,  Arizona, Nevada, New Mexico and Wyoming (the  "Intermountain
Region"), as well as  in  Oregon,  Washington and California (together with the
Intermountain  Region,  the  "Western States").   The  Company  was  formed  on
September  8, 1993 to continue  and  expand the business, commenced in 1957, of
certain companies (the "Predecessor Companies")  affiliated  with  John  Price,
Chairman  of the Board and Chief Executive Officer of the Company.  The Company
conducts all  of  its  business operations through, and as of December 31, 1999
held  an 82.2% controlling  general  partner  interest  in,  Price  Development
Company,  Limited  Partnership,  a Maryland limited partnership (the "Operating
Partnership").  As of December 31,  1999,  the  Company,  through the Operating
Partnership, held a portfolio consisting of 51 properties (the  "Properties" or
"Property"), including 18 enclosed regional malls, 25 community centers and two
free-standing  retail  Properties  located  in  ten  states  and  six mixed-use
commercial   Properties   located   primarily  in  the  Salt  Lake  City,  Utah
metropolitan area.  Since 1976, the Company  and the Predecessor Companies have
been responsible for developing more retail malls  in  the  region  covered  by
Utah,  Idaho, Colorado, Nevada, New Mexico and Wyoming than any other developer
having constructed,  developed  or redeveloped 12 malls in 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, 1999, the Company's retail portfolio  contained  an
aggregate  of  13,658,418 square feet of Total GLA and its commercial portfolio
contained  an aggregate  of  1,353,576  square  feet  of  gross  leasable  area
(Company-owned  leasable  area within the Company's Properties ("GLA")).  Based
on Total GLA, the Company's  retail Properties were approximately 94% leased as
of  December  31,  1999 and, based  on  GLA,  its  commercial  Properties  were
approximately 93% leased  as  of  that date.  Segment information for the three
years ended December 31, 1999, 1998  and  1997  is  included  in  the financial
statements attached to this Annual Report on Form 10-K on pages F-17 and F-18.

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

      On  April  23,  1999,  the  Operating Partnership issued 510,000 Series A
8.75%  cumulative  redeemable  preferred  units  of  limited  partner  interest
(the "Series  A  Preferred Units")  in  a  private  placement.   Each  Series A
Preferred Unit has  a  liquidation  value of twenty-five dollars per unit.  The
Operating Partnership used the net proceeds  of approximately $12.3 million for
the   partial  repayment  of  borrowings  outstanding   under   the   Operating
Partnership's  $200  million unsecured credit facility.  The Series A Preferred
Units, which may be redeemed by 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.

<PAGE> 2

      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 Unit") in a private placement.   Each  Series  B  Preferred
Unit  has  a  liquidation value of twenty-five dollars per unit.  The Operating
Partnership used  the  net  proceeds of approximately $92 million to repay $90
million  in  borrowings outstanding  under  the  Operating  Partnership's  $200
million unsecured  credit  facility  and increase operating cash.  The Series B
Preferred Units, which may be redeemed by 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  October  1999,  the  Board  of  Trustees  authorized  the  Company to
repurchase up to $25,000,000 of the Company's Common Stock through open  market
purchases  and  private  transactions.  Through March 7, 2000, the Company
had repurchased approximately 1,337,000 shares of Common Stock for a total cost
of approximately $22,758,000.

      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 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.

      On July 21, 1999, the Operating Partnership borrowed $33,777,000 from the
$200  million  unsecured  credit  facility  to reduce the notes secured by real
estate,  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 October 20, 1999, the  Company  held  a  grand  opening  of  its newly
developed regional mall in Sierra Vista, Arizona.  The Mall at Sierra Vista  is
anchored  by  Dillard's,  Sears and Cinemark  Theaters and added approximately
335,000  square  feet  of  additional  Total  GLA  to  the  Company's  existing
portfolio.

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

      The Operating Partnership,  through  its  consolidated  partnership Price
Spokane, Limited Partnership, has initiated the expansion of NorthTown Mall, an
enclosed regional mall in Spokane, Washington.  The project will  be  funded by
the  Company's  $200  million  unsecured credit facility and is expected to  be
completed in the third quarter of  2000 which will  add  approximately  100,000
square feet of additional GLA to the Company's existing portfolio.

      Each  of  the  Company's  regional malls is the premier and dominant mall
and, in some cases, the only mall  within  its  trade  area  and  is  generally
considered  to  be  the  financial,  economic  and  social  center  for a given
geographic  area.   The  trade  areas  surrounding  the Company's malls have  a
drawing radius, depending on the mall, ranging from five  to  over  150  miles.
The  malls  have  attracted  as anchor tenants some of the leading national and
regional  retail companies such  as  JCPenney,  Nordstrom,  Wal-Mart,  The  Bon
March<e'>,  Sears,  Dillard's, Mervyn's and ZCMI.  The 18 regional malls in the
portfolio contain an aggregate of approximately 10,291,000 square feet of Total
GLA and range in size  from  approximately  296,000 to 1,171,000 square feet of
Total GLA.  The community center portfolio consists  of  25 Properties in seven
states containing approximately 3,362,000  square feet of  Total  GLA.  The two
free-standing  retail Properties contain a total of approximately 5,000  square
feet of GLA.  The  commercial portfolio, which includes 38 commercial buildings
containing approximately  1,354,000 square feet of GLA, is primarily located in
the Salt Lake City, Utah area where the Company's headquarters are located.

<PAGE> 3

PROPERTIES

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

<TABLE>
<CAPTION>
                             RETAIL PROPERTIES

                                                                                                 OCCUPANCY AS OF
                                                                                                     12/31/99
                                                                                               -------------------
                                     FREE                                                      BASED
                                   STANDING  TENANT              TOTAL               TENANT     ON    BASED TENANT OWNER-
                          PROPERTY STORES(2) SHOPS(3) ANCHORS   GLA(4)      GLA(5)    OWNED    TOTAL   ON   SHOP   SHIP
   PROPERTY       LOCATION TYPE(1) (SQ.FT.) (SQ.FT.) (SQ.FT.)  (SQ.FT.)    (SQ.FT.)  (SQ.FT.)   GLA   GLA   SPACE  TYPE(6) ANCHORS
----------------- -------- ----- --------- --------- --------- ---------- ---------- --------- -----  ------------ ------ ---------
<S>               <C>      <C>   <C>       <C>       <C>       <C>        <C>        <C>       <C>    <C>    <C>    <C>   <C>
REGIONAL MALLS

UTAH
----

Cache Valley
 Mall             Logan     RM      30,120    98,132   182,889    311,141    308,641     2,500  94.6%  94.5%  82.8% Fee   JCPenney,
                                                                                                                          ZCMI,
                                                                                                                          Lamonts,
                                                                                                                          C-A-L
                                                                                                                          Ranch

Cottonwood Mall   Holladay  RM      53,300   322,091   379,508    754,899    754,899        --  91.0%  91.0%  78.8% Fee/  JCPenney,
(7)                                                                                                                 GL(8) ZCMI



Provo Towne       Provo     RM       9,564   231,552   556,145    797,261    456,632   340,629  96.0%  93.1%  86.4% Fee   JCPenney,
 Centre (7)                                                                                (9)                            Dillard's
                                                                                                                          Cinemark
                                                                                                                          Theaters,
                                                                                                                          Sears


Red Cliffs Mall   St.       RM      17,425    90,926   277,057    385,408    271,137   114,271  98.6%  98.1%  94.2% Fee   JCPenney,
                  George                                                                  (10)                            Sears,
                                                                                                                          ZCMI,
                                                                                                                          Wal-
                                                                                                                          Mart

IDAHO
------
Boise Towne
 Square (7)       Boise     RM      84,418   392,035   694,463  1,170,916    589,279   581,637   98.6%  97.2%  95.8% Fee/ JCPenney,
                                                                                          (11)                       GL   Dillard's
                                                                                                                     (12) Sears,
                                                                                                                          The Bon
                                                                                                                          March<e'>
                                                                                                                          Mervyn's

Grand Teton Mall  Idaho     RM      29,089   172,624   323,925    525,638    520,018     5,620  95.3%  95.2%  85.7% Fee   JCPenney,
                  Falls                                                                                                   Sears,
                                                                                                                          ZCMI,
                                                                                                                          The Bon
                                                                                                                          March<e'>

Pine Ridge Mall   Pocatello RM      25,818   148,908   437,987    612,713    501,213   111,500  97.5%  96.9%  89.5% Fee/  JCPenney,
                                                                                          (13)                      GL    ZCMI,
                                                                                                                    (14)  The Bon
                                                                                                                          March<e'>
                                                                                                                          Sears,
                                                                                                                          ShopKo


Silver Lake Mall  Coeur     RM      20,090    97,266   217,493    334,849    327,913     6,936  97.1%  97.1%  90.1% Fee   JCPenney,
 (7)              d'Alene                                                                                                 Sears,
                                                                                                                          Emporium,
                                                                                                                          Lamonts

WASHINGTON
-----------
NorthTown Mall    Spokane   RM          --   412,255   541,209    953,464    711,072   242,392  93.9%  91.8%  85.9% Fee   JCPenney,
 (7)                                                                                      (15)                            Sears,
                                                                                                                          Mervyn's,
                                                                                                                          The Bon
                                                                                                                          March<e'>
                                                                                                                          Emporium

Spokane Valley    Spokane   RM      78,480   273,776   371,731    723,987    469,290   254,697  93.3%  89.7%  82.3% Fee   JCPenney,
 Mall (7)                                                                                 (16)                            Sears,
                                                                                                                          The Bon
                                                                                                                          March<e'>

</TABLE>

<PAGE> 4

<TABLE>
<CAPTION>
                             RETAIL PROPERTIES (continued)

                                                                                                OCCUPANCY AS OF
                                                                                                   12/31/99
                                                                                               -------------------
                                     FREE                                                      BASED
                                   STANDING  TENANT              TOTAL               TENANT     ON    BASED TENANT OWNER-
                          PROPERTY STORES(2) SHOPS(3) ANCHORS   GLA(4)      GLA(5)    OWNED    TOTAL   ON   SHOP   SHIP
   PROPERTY       LOCATION TYPE(1) (SQ.FT.) (SQ.FT.) (SQ.FT.)  (SQ.FT.)    (SQ.FT.)  (SQ.FT.)   GLA   GLA   SPACE  TYPE(6) ANCHORS
----------------- -------- ----- --------- --------- --------- ---------- ---------- --------- -----  ------------ ------ ---------
<S>               <C>      <C>   <C>       <C>       <C>       <C>        <C>        <C>       <C>    <C>    <C>    <C>   <C>
REGIONAL MALLS
 (continued)

Three Rivers Mall Kelso     RM     246,890   126,687   188,076    561,653    379,772   181,881  95.6%  93.4%  80.3% Fee   JCPenney,
 (7)                                                                                      (17)                            Sears,
                                                                                                                          The Bon
                                                                                                                          March<e'>
                                                                                                                          Emporium

Oregon
------
Salem Center      Salem     RM      45,000   167,037   438,000    650,037    212,037   438,000  94.3%  82.5%  77.7% Fee/  JCPenney,
                                                                                           (18)                     GL    Nordstrom
                                                                                                                    (19)  Meier &
                                                                                                                          Frank,
                                                                                                                          Mervyn's


WYOMING
----------
Eastridge Mall    Casper    RM      17,500   264,371   289,796    571,667    495,784    75,883  91.7%  90.5%  82.1% Fee   JCPenney,
                                                                                          (20)                            Target,
                                                                                                                          The Bon
                                                                                                                          March<e'>
                                                                                                                          Sears

White Mountain    Rock      RM      26,025   105,992   208,452    340,469    340,469        --  78.1%  78.1%  76.5% Fee   JCPenney,
 Mall             Springs                                                                                                 Herber-
                                                                                                                          gers
                                                                                                                          Wal-Mart

NEW MEXICO
-----------
Animas Valley     Farming-  RM      33,000   221,946   271,155    526,101    466,763    59,338  88.9%  87.5%  73.8% Fee   JCPenney
 Mall             ton                                                                     (21)                            Sears,
                                                                                                                          Dillard's
                                                                                                                          Beall's,
                                                                                                                          (21)


North Plains
 Mall (7)         Clovis    RM      19,076    81,416   195,431    295,923    292,803     3,120  63.9%  63.6%  86.7% Fee   JCPenney,
                                                          (22)                                                            Sears,
                                                                                                                          Beall's,
                                                                                                                          (22)

Mall at Sierra
 Vista            Sierra
                   Vista    RM          --   103,386   231,918    335,304    138,812   196,492  94.3%  86.2%  81.4% Fee   Dillards,
                                                                                           (9)                            Cinemark
                                                                                                                          Theaters,
                                                                                                                          Sears
CALIFORNIA
-----------
Visalia Mall      Visalia   RM       8,510   174,229   257,000    439,739    439,739        --  97.8%  97.8%  94.3% Fee   JCPenney,
                                 --------- --------- --------- ---------- ---------- --------- -----  -----  -----        Gotts-
Subtotal                                                                                                                  chalk's
Regional Malls                     744,305 3,484,629 6,062,235 10,291,169  7,676,273 2,614,896  93.5%  91.2%  84.9%
                                 --------- --------- --------- ---------- ---------- --------- -----  -----  -----

 </TABLE>

<PAGE> 5

<TABLE>
<CAPTION>
                             RETAIL PROPERTIES (continued)

                                                                                                 OCCUPANCY AS OF
                                                                                                     12/31/99
                                                                                               -------------------
                                     FREE                                                      BASED
                                   STANDING  TENANT              TOTAL               TENANT     ON    BASED TENANT OWNER-
                          PROPERTY STORES(2) SHOPS(3) ANCHORS   GLA(4)      GLA(5)    OWNED    TOTAL   ON   SHOP   SHIP
   PROPERTY       LOCATION TYPE(1) (SQ.FT.) (SQ.FT.) (SQ.FT.)  (SQ.FT.)    (SQ.FT.)  (SQ.FT.)   GLA   GLA   SPACE  TYPE(6) ANCHORS
----------------- -------- ----- --------- --------- --------- ---------- ---------- --------- -----  ------------ ------ ---------
<S>               <C>      <C>   <C>       <C>       <C>       <C>        <C>        <C>       <C>    <C>    <C>    <C>   <C>
COMMUNITY CENTERS
and FREE-STANDING
RETAIL PROPERTIES

UTAH
-----
Cottonwood
 Square           Salt      CC          --    35,467    41,612     77,079     77,079        --  87.2%  87.2%  72.1% Fee/  Albert-
                  Lake                                                                                              GL    sons
                  City

Fort
Union Plaza       Salt      CC      32,968        --        --     32,968     32,968        --  65.1%  65.1%    --  GL    None
                  Lake
                  City

Gateway Crossing  Bountiful CC      35,982    65,853   174,669    276,504    146,466   130,038  82.6%  67.1% 100.0% Fee   ShopKo,
                                                          (22)                            (13)                            TJ Maxx
                                                                                                                          (22)


Nephi Bank        Nephi     FR       3,590        --        --      3,590      3,590        -- 100.0% 100.0%    --  Fee   None

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

Orem Plaza-
 Center Street    Orem      CC      15,491    18,814    62,420     96,725     91,125     5,600  97.0%  96.8%  84.6% Fee   Savers,
                                                                                                                          Showbiz
                                                                                                                          Pizza

Orem Plaza-
 State Street     Orem      CC      16,595    19,057    59,055     94,707     27,102    67,605 100.0% 100.0% 100.0% Fee   Rite-Aid
                                                                                          (24)

Plaza 9400        Sandy     CC      34,510    55,445   136,745    226,700    226,700        -- 100.0% 100.0% 100.0% GL    Albert-
                                                                                                                          sons,
                                                                                                                          Fred Meyer

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

River Pointe      West      CC      18,522    56,120   135,707    210,349     56,120   154,229  99.2%  97.1%  97.1% Fee   Albert-
 Plaza            Jordan                                                                (25)                              sons,
                                                                                                                          ShopKo

Riverside Plaza   Provo     CC      10,050    11,384   156,454    177,888    174,888     3,000  99.0%  99.0%  84.8% Fee   Macey's,
                                                                                                                          Rite-Aid,
                                                                                                                          Mac
                                                                                                                          Frugals

University        Orem      CC      33,401    38,544   128,091    200,036    199,136       900  97.0%  97.0%  84.7% Fee   Burlington
 Crossing                                                                                                                 Coat (26),
                                                                                                                          Office
                                                                                                                          Max (27),
                                                                                                                          CompUSA

IDAHO
-----
Alameda Plaza     Pocatello CC      19,049    27,346   143,946    190,341    190,341        -- 100.0% 100.0% 100.0% Fee   Albert-
                                                                                                                          sons,
                                                                                                                          Fred Meyer

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

Boise Plaza       Boise     CC          --        --   108,464    108,464    108,464        -- 100.0% 100.0%    --  PI    Burlington
                                                                                                                    (28)  Coat (26),
                                                                                                                          Albertsons
Boise Towne       Boise     CC       6,000    12,000    91,534    109,534    109,534        -- 100.0% 100.0%    --  Fee   Circuit
 Plaza                                                                                                                    City,
                                                                                                                          Linens' n
                                                                                                                          Things,
                                                                                                                          Old
                                                                                                                          Navy

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

Yellowstone       Idaho     CC      18,419    36,923   166,733    222,075    220,275     1,800  84.6%  84.5%  55.8% PI    Albert-
 Square           Falls                                                                                             (30)  sons,
                                                                                                                          Fred Meyer
                                                                                                                          (31)
</TABLE>

<PAGE> 6

<TABLE>
<CAPTION>
                             RETAIL PROPERTIES (continued)

                                                                                                OCCUPANCY AS OF
                                                                                                    12/31/99
                                                                                               -------------------
                                     FREE                                                      BASED
                                   STANDING  TENANT              TOTAL               TENANT     ON    BASED TENANT  OWNER-
                          PROPERTY STORES(2) SHOPS(3) ANCHORS   GLA(4)      GLA(5)    OWNED    TOTAL   ON    SHOP    SHIP
   PROPERTY       LOCATION TYPE(1) (SQ.FT.) (SQ.FT.) (SQ.FT.)  (SQ.FT.)    (SQ.FT.)  (SQ.FT.)   GLA    GLA   SPACE  TYPE(6) ANCHORS
----------------- -------- ----- --------- --------- --------- ---------- ---------- --------- -----  ------ -----  ------ ---------
<S>               <C>      <C>   <C>       <C>       <C>       <C>        <C>        <C>       <C>    <C>    <C>    <C>   <C>
COMMUNITY CENTERS
and FREE-STANDING
RETAIL PROPERTIES

OREGON
------
Bailey Hills      Eugene    CC      12,000    11,895   155,000    178,895     11,895   167,000 100.0% 100.0% 100.0% Fee   Safeway,
 Plaza                                                                                     (32)                           ShopKo


Division
 Crossing         Portland  CC       2,589    24,091    67,960     94,640     92,051     2,589  95.0%  94.9%  80.5% Fee   Thirtfway,
                                                                                                                          Rite-Aid

Halsey Crossing   Gresham   CC       7,267    39,342    52,764     99,373     99,373        --  93.6%  93.6%  83.8% GL    Safeway


NEVADA
-------
Fremont Plaza     Las       CC       6,542    19,648    77,348    103,538    103,538        -- 100.0% 100.0% 100.0% GL    Smith's
                  Vegas                                                                                                   Food &
                                                                                                                          Drug,
                                                                                                                          Sav-On
                                                                                                                          Drug

Plaza 800         Sparks    CC       5,985    21,821   139,607    167,413    167,413        -- 100.0% 100.0% 100.0% GL    Albert-
                                                                                                                          sons,
                                                                                                                          ShopKo
COLORADO
---------
Austin Bluffs     Colorado  CC       9,447    35,859    71,543    116,849     78,902    37,947 100.0% 100.0% 100.0% Fee   Albert-
 Plaza            Springs                                                                 (33)                            sons,
                                                                                                                          Longs
                                                                                                                          Drug


ARIZONA
-------
Fry's Shopping    Glendale  CC       8,564    38,781    71,919    119,264    119,264        -- 100.0% 100.0% 100.0% Fee   Fry's
 Plaza                                                                                                                    Foods

Woodlands
 Village          Flagstaff CC       4,020    43,380   146,898    194,298     91,858   102,440  98.9%  97.7%  95.1% Fee   Bashas',
                                                                                          (10)                            Wal-Mart
CALIFORNIA
----------
Anaheim Plaza     Anaheim   CC      10,000        --    67,433     77,433     77,433        --  12.9%  12.9%    --  PI
                                                          (22)                                                      (34)  (22)
                                 --------- --------- --------- ---------- ---------- --------- -----  -----  -----
Subtotal
Community
Centers                            332,828   659,535 2,374,886  3,367,249  2,612,398   754,851  94.2%  92.5%  92.2%
                                 --------- --------- --------- ---------- ---------- --------- -----  -----  -----
Total Retail
 Properties                      1,077,133 4,144,164 8,437,121 13,658,418 10,288,671 3,369,747  93.6%  91.6%  86.0%
                                 ========= ========= ========= ========== ========== ========= =====  =====  =====
</TABLE>


<PAGE> 7
<TABLE>
<CAPTION>

                               RETAIL PROPERTIES (continued)

--------------------------
<S>  <C>
(1)  Property  type  definitions  are as follows:  Regional  Mall--RM,  Community
     Centers--CC, Free-standing Retail Properties--FR.
(2)  Freestanding stores means leasable  buildings or other structures located on
     a property which are not physically attached to a mall or community center.
(3)  Tenant shops means non-anchor retail  stores  located in a mall or community
     center.
(4)  Represents Company-owned leasable area and tenant-owned leasable area within
     the Properties.
(5)  Represents Company-owned leasable area within the Properties.
(6)  Ownership  type  definitions  are  as  follows:  Fee,  Ground  lease-GL  and
     Partnership Interest-PI.
(7)  Secured Property as of December 31, 1999.
(8)  The Operating Partnership owns a ground lease on one-half acre.
(9)  Tenant-owned space at this Property includes Dillard's and Sears.
(10) Tenant-owned space at this Property includes Wal-Mart.
(11) Tenant-owned space at this Property  includes Dillard's, JCPenney, Sears
     and Mervyn's.
(12) The Operating Partnership owns a ground lease on two acres.
(13) Tenant owned space at this Property includes ShopKo.
(14) The Operating Partnership owns two ground  leases  on  7.3 acres and 1.2
     acres.
(15) Tenant-owned space at this Property includes Sears and Mervyn's.
(16) Tenant-owned space at this Property includes Sears and The Bon March<e'>
(17) Tenant-owned space at this Property includes Target and Top Foods.
(18) Tenant-owned   space  at  this  Property  includes  JCPenney,  Mervyn's,
     Nordstrom and Meier & Frank.
(19) The Operating Partnership  owns  2.35  acres  in fee and also owns seven
     ground leases on 1.58 acres.
(20) Tenant-owned space at this Property includes Target.
(21) Tenant-owned space at this Property includes property  owned  by a third
     party that is vacant.
(22) Anchor space is vacant as of December 31, 1999.
(23) Tenant-owned space at this Property includes Albertsons and Rite Aid.
(24) Tenant-owned space at this Property includes Rite Aid.
(25) Tenant-owned space at this Property includes Albertsons and ShopKo.
(26) The Operating Partnership's lease is with Fred Meyer which subleases the
     Property space to Burlington Coat.
(27) The Operating Partnership's lease is with Fred Meyer which subleases the
     space  to  Burlington  Coat.   33.6%  of  the  space  represented by the
     Burlington Coat sublease is further subleased to Office Max.
(28) The  Operating  Partnership's  ownership represents a 73.3%  partnership
     interest in the current fee holder of the Property.
(29) The Operating Partnership's lease  subleases  the  Property  to  several
     other retailers.
(30) The  Operating  Partnership's  ownership  represents a 83.5% partnership
     interest in the current fee holder of the Property.
(31) Fred Meyer is paying rent but not occupying  the  space.  The lease ends
     in November 2002.
(32) Tenant-owned space at this Property includes Safeway and ShopKo.
(33) Tenant-owned space at this Property includes Longs Drugs.
(34) The  Operating  Partnership's  ownership  interest  represents   a   50%
     partnership interest in the current ground lease holder of the Property.
</TABLE>

<PAGE> 8

<TABLE>
<CAPTION>
                                                       COMMERCIAL PROPERTIES

                                                                                                        OCCUPANCY
                                                                        PROPERTY           GLA          BASED ON         OWNERSHIP
                PROPERTY                          LOCATION              TYPE (1)        (SQ. FT.)          GLA             TYPE
--------------------------------------       ------------------         -----------   ----------        ---------        ----------
<S>                                          <C>                        <C>           <C>               <C>              <C>

UTAH
----
Price Business Center-Pioneer Square          Salt Lake City               BP            497,892             89.9%             Fee
Price Business Center-South Main              Salt Lake City               BP            112,963             94.0%             Fee
Price Business Center-Timesquare              Salt Lake City               BP            289,423             90.3%             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             38.6%             Fee
                                                                                       ---------            -----
                                                                                       1,353,576             93.2%
                                                                                       =========            =====
</TABLE>
------------------------------
(1)  Property  type  definitions are as follows:  Business Park--BP, Commercial
     Property--CP.


SIGNIFICANT PROPERTIES

      Boise Towne Square  contributed  approximately 10% of the Company's total
rental revenue (i.e. minimum rents plus  percentage  rents  ("Rental Revenue"))
for the year ended December 31, 1999.  Additionally, NorthTown  Mall comprised
in  excess of 10% of the book value of Company assets and total Rental  Revenue
for the  year ended December 31, 1999.  Certain additional information relating
to these Properties is set forth below.

BOISE TOWNE SQUARE

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

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

      The Company leases approximately two acres of land which are utilized for
perimeter  parking  and  landscaping  from  Union Pacific Railroad Company on a
year-to-year basis from December 1 to November  30  at a current rental rate of
$25,000 per year.  Boise Towne Square is part of the  collateral  of  the notes
secured  by  real estate, bearing interest at a fixed 6.37% per annum, and  the
Company believes  it  is adequately insured.  Depreciation and amortization are
taken utilizing the straight-line  method over a period of 10 - 40 years with a
net book basis of approximately $47,833,000,  $44,720,000  and  $31,301,000  at
December  31, 1999, 1998 and 1997, respectively.  It is the Company's policy to
renovate, expand and upgrade as warranted by market conditions.

      As of  December  31, 1999, 1998 and 1997, Boise Towne Square was 99%, 98%
and 98% leased, respectively, with an average annual rent from shop tenants per
square  foot  of $22.77, $22.26  and  $19.93  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
subject to a Construction,  Operation  and  Reciprocal  Easement Agreement that
expires in 2078, while The Bon March<e'>'s lease is for a  term  of  20  years,
expiring in 2008, with two 20-year extension options.


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

<TABLE>
<CAPTION>
                                                                              AVERAGE           PERCENTAGE OF GLA
                                                                             ANNUALIZED    REPRESENTED BY EXPIRING LEASES
                                                                                           ------------------------------
                                                            ANNUALIZED      BASE RENT PER     ASSUMING NO ASSUMING FULL
                                NUMBER      APPROXIMATE      BASE RENT      SQ. FT. UNDER     EXERCISE OF  EXERCISE OF
LEASE EXPIRATION               OF LEASES        GLA            UNDER          EXPIRING          RENEWAL      RENEWAL
YEAR ENDING DECEMBER 31,        EXPIRING    SQUARE FEET       EXPIRING         LEASES           OPTIONS      OPTIONS
---------------------------    ---------    -----------     -----------     -------------   -------------- ------------
<S>                            <C>          <C>             <C>             <C>             <C>            <C>
2000                              23           42,092        $  909,038      $    21.60            7.14%        5.92%
2001                              10           23,145           437,824           18.92            3.93%        3.82%
2002                              11           17,315           287,968           16.63            2.94%        1.83%
2003                              18           29,353           670,747           22.85            4.98%        4.49%
2004                              12           39,078           690,975           17.68            6.63%        3.73%
2005                               4           12,251           208,843           17.05            2.08%        2.08%
2006                               7           19,541           362,979           18.58            3.32%        2.29%
2007                               4            9,249           227,900           24.64            1.57%        1.57%
2008                              22          214,328         2,089,711            9.75           36.37%        5.72%
2009 and thereafter               41          119,812         2,926,947           24.43           20.33%       16.50%
                               ---------    -----------                                     -------------- ------------
Total                            152          526,164                                              89.29%      47.95%
                               =========    ===========                                     ============== ============
</TABLE>

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

<PAGE> 10

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,  1999  and  1998,  the  mall  was  94%  and  91%  leased,
respectively, with an average  annual rent from shop tenants per square foot of
$29.47 for the year ended December  31,  1999.  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.

      NorthTown Mall is financed in part by a first mortgage.  The  balance  at
December  31,  1999  and  1998  on  the  first  mortgage  was  $83,382,000  and
$84,277,000,  respectively.   Depreciation and amortization are taken utilizing
the straight-line method over a  period  of 10 - 40 years with a net book basis
of approximately $135,183,000 and $126,126,000,  at December 31, 1999 and 1998,
respectively.   The Company is currently constructing  a  100,000  square  feet
expansion at NorthTown  Mall,  which  is  expected to be completed in the third
quarter of 2000.  It is the Company's policy to renovate, expand and upgrade as
warranted by market conditions.

      NorthTown Mall's leases will expire on the following schedule (1):

<TABLE>
<CAPTION>
                                                                              AVERAGE           PERCENTAGE OF GLA
                                                                             ANNUALIZED    REPRESENTED BY EXPIRING LEASES
                                                                                           ------------------------------
                                                            ANNUALIZED      BASE RENT PER     ASSUMING NO ASSUMING FULL
                                NUMBER      APPROXIMATE      BASE RENT      SQ. FT. UNDER     EXERCISE OF  EXERCISE OF
LEASE EXPIRATION               OF LEASES        GLA            UNDER          EXPIRING          RENEWAL      RENEWAL
YEAR ENDING DECEMBER 31,        EXPIRING    SQUARE FEET       EXPIRING         LEASES           OPTIONS      OPTIONS
---------------------------    ---------    -----------     -----------     -------------   -------------- -------------
<S>                           <C>          <C>             <C>             <C>             <C>            <C>
2000                               10          16,132       $  395,674      $    24.53            2.27%         2.27%
2001                               22          25,496          819,833           32.16            3.59%         3.48%
2002                               27          80,294        1,575,141           19.62           11.29%        10.99%
2003                               14          21,006          608,234           28.96            2.95%         2.95%
2004                               14          32,339          756,357           23.39            4.55%         4.55%
2005                               10          19,956          609,476           30.54            2.81%         2.81%
2006                               10          22,283          691,066           31.01            3.13%         3.13%
2007                               11          28,246          825,772           29.24            3.97%         3.97%
2008                                2           3,957           97,500           24.64             .56%          .56%
2009 and thereafter                16         354,930        2,786,740            7.85           49.91%         7.23%
                               ---------    -----------     -----------     -------------   -------------- -------------
Total                             136         604,639                                            85.03%        41.94%
                               =========    ===========                                     ============== =============
</TABLE>
-------------------------
(1) Excludes tenants paying percentage rents in lieu of minimum rents.


<PAGE> 11

THE COMPANY'S LARGEST TENANTS

      Large stores (over 20,000 square feet  per  store)  occupy  61.53% of the
Total GLA of the Company's regional malls and community centers.  The Company's
largest  tenants  include JCPenney, Sears, The Bon March<e'>, Dillard's,  ZCMI,
Wal-Mart,  Mervyn's,   Meier   &  Frank,  The  Emporium,  Gottschalk's,  ShopKo,
Albertsons, Fred Meyer and Burlington  Coat.   No  tenant represented more than
4.37% of the Company's total Rental Revenues for the  year  ended  December 31,
1999.

      ANCHORS

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

      Anchor  tenants  in  the regional malls include: JCPenney, Sears, The Bon
March<e'>, Dillard's, ZCMI,  Mervyn's,  Wal-Mart,  Meier & Frank, The Emporium,
Gottschalk's,  ShopKo,  Cinemark  Theaters,  Lamonts,  Target   and  Nordstrom.
Anchors in the regional malls occupy 58.9% of Total GLA of the regional  malls.
The  following  table  summarizes the Total GLA owned and leased as of December
31, 1999 by these anchors:

<TABLE>
<CAPTION>
                                                                                                                        COMPANY-
                                                 COMPANY-                                                                 OWNED
                                NUMBER OF          OWNED                              ANCHOR                          ANCHOR SPACES
                                 ANCHOR           SQUARE         ANCHOR-OWNED        TOTAL GLA          PERCENT          AS % OF
          ANCHOR                 STORES            FEET           SQUARE FEET       SQUARE FEET        TOTAL GLA       REVENUE (1)
--------------------------     ----------     --------------   ----------------   ---------------  ----------------  --------------
<S>                            <C>            <C>              <C>                <C>              <C>               <C>
JCPenney                           17            1,205,146          243,591          1,448,737            9.65%          4.37%
Sears                              13              546,847          611,001          1,157,848            7.71%          2.10%
The Bon March<e'>                   7              499,927          120,420            620,347            4.13%          2.94%
Dillard's                           4               72,212          493,863            566,075            3.77%            *
ZCMI                                5              562,754               --            562,754            3.75%          1.64%
Mervyn's                            3                   --          241,560            241,560            1.61%           --
Wal-Mart                            2               86,944          114,271            201,215            1.34%            *
Meier & Frank                       1                   --          183,500            183,500            1.22%           --
The Emporium                        3              153,003               --            153,003            1.02%            *
Gottschalk's                        1              150,000               --            150,000            1.00%            *
ShopKo                              1                   --          111,500            111,500             .74%           --
Cinemark Theaters                   2              109,416               --            109,416             .73%            *
Lamonts                             2               80,953               --             80,953             .54%            *
Target                              1                   --           75,883             75,883             .51%           --
Nordstrom                           1                   --           72,000             72,000             .48%           --

</TABLE>
--------------------------
*    Less than 1%
(1)  Revenue defined as minimum rents plus percentage rents

<PAGE> 12

     Anchor tenants occupying the greatest amount of Total GLA in the Company's
community centers are ShopKo, Albertsons, Fred  Meyer,  Burlington  Coat,  Rite
Aid,  Safeway,  Wal-Mart  and Macey's.  Anchors in the community centers occupy
approximately  70.5% of Total  GLA  of  the  community  centers.  The following
table  summarizes  the Total GLA owned and leased as of December  31,  1999  by
these anchors:

<TABLE>
<CAPTION>                                                                                                             COMPANY-
                                                                           ANCHOR-       ANCHOR                        OWNED
                                           NUMBER         COMPANY-          OWNED       TOTAL GLA       PERCENT     ANCHOR SPACES
                                          OF ANCHOR        OWNED          SQUARE      SQUARE FEET       TOATL        AS % OF
           ANCHOR                          STORES       SQUARE FEET        FEET      ANCHOR SPACES       GLA         REVENUE
--------------------------------          ---------    --------------    ----------  ---------------   ---------  ---------------
<S>                                       <C>          <C>               <C>         <C>               <C>        <C>

ShopKo                                        4           104,000           297,140       401,140         2.67%          *
Albertsons                                    9           269,098            82,663       351,761         2.34%          *
Fred Meyer                                    3           309,944                --       309,944         2.06%          *
Burlington Coat (2)                           2           174,248                --       174,248         1.16%          *
Rite Aid                                      4            70,583            52,080       122,663         0.82%          *
Safeway                                       2            52,764            53,000       105,764         0.70%          *
Wal-Mart                                      1                --           102,440       102,440         0.68%         --
Macey's                                       1            59,350                --        59,350         0.40%          *

</TABLE>
--------------------------
*      Less than 1%.
(1)    Revenue defined as minimum rents plus percentage rents.
(2)    Sublease from Fred Meyer, Inc.


MAJOR TENANTS

      Non-anchor  tenants  owned  by  major  national  retail  chains  lease  a
considerable amount  of  space in the Company's retail Properties.  Such retail
chains include: Venator Group  (Footlocker,  Lady  Footlocker, Kids Footlocker,
Northern  Reflections,  Afterthoughts,  Champs and San  Francisco  Music  Box),
Limited Group (Lane Bryant, Lerner, Limited  Express, Victoria's Secret, Bath &
Body Works, Structure and Ambercrombie & Fitch), The Buckle, Eddie Bauer, Zales
Corporation,  Gymboree,  Lenscrafters,  Disney, Fred  Meyer  Jewelers,  Millers
Outpost, Waldenbooks, B. Dalton Bookseller,  Barnes  &  Noble,  Gap Stores Inc.
(Gap,  Gap  Kids,  Baby  Gap, Gap Body, Old Navy and Banana Republic),  General
Mills (Olive Garden and Red  Lobster),  Deb  Shops,  Regis,   Maurices,  Famous
Footwear, Pearle Vision, Radio Shack, Kay-Bee Toys, Claire's Boutique, Schubach
Jewelers,  Helzberg, Ben Bridge, Camelot Music, Musicland (Sam Goody, Musicland
and Sun Coast  Pictures),  Sole Outdoors, Finish Line, Foot Action, Ann Taylor,
Natural  Wonders,  Hallmark,  American  Greetings,  Contempo  Casuals,  Payless
Shoesource, Ritz Camera, Motherhood Maternity, GNC, Wet Seal, Brookstone, Vista
Optical and Couch House.

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, 1999,  1998  and 1997, such percentage
and   overage  rents  accounted  for  approximately  4.8%,  5.4%,   and   6.1%,
respectively,  of total Rental Revenue from the Properties owned by the Company
during such periods.

<PAGE> 13

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

<TABLE>
<CAPTION>
                                                                         YEARS ENDED DECEMBER 31,
                                    --------------------------------------------------------------------------------------------
PROPERTY TYPE                            1999                1998                1997               1996              1995
------------------------------      -------------       --------------     ---------------    ---------------   ----------------
<S>                                 <C>                 <C>                <C>                <C>               <C>
                                                                (Dollars in thousands)
Regional Malls                      $      79,218       $       62,673     $        44,005    $        36,286   $         29,299
Community Centers and
 Free-Standing Retail Properties           16,999               14,718              13,192             13,591             12,173
Commercial Properties                       6,518                6,548               6,323              6,631              5,633
                                    -------------       --------------     ---------------    ---------------   ----------------
Total                               $     102,735       $       83,939     $        63,520    $        56,508   $         47,105
                                    =============       ==============     ===============    ===============   ================
</TABLE>

VACANT SPACE

     Approximately  961,000 square feet, or 6.4%, of Total GLA was vacant as of
December 31, 1999.  Of this vacant space, approximately 673,000 square feet was
in the regional mall  portfolio (21.6% of which is anchor and 78.4% of which is
mall shop space), 196,000 square feet was in the community center portfolio and
92,000 square feet was in the commercial portfolio.

     The following tables  set  forth information relating to lease expirations
for retail stores in the regional  malls  and  community  centers  as  well  as
commercial property leases in effect as of December 31, 1999, over the ten-year
period  commencing January 1, 2000 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, 1999.

<PAGE> 14

<TABLE>
<CAPTION>
                                                       REGIONAL MALLS
                                                  Lease Expirations for
                                                Retail Store Leases (over 20,000 square feet)
                                                                                                       AVERAGE
                                                                                ANNUALIZED         ANNUALIZED BASE
                                                                                   BASE            RENT PER SQUARE
         LEASE EXPIRATION                    NUMBER OF      APPROXIMATE         RENT UNDER           FOOT UNDER
           YEAR ENDING                        LEASES          GLA IN              EXPIRING             EXPIRING
           DECEMBER 31,                      EXPIRING       SQUARE FEET           LEASES              LEASES (1)
-----------------------------------       --------------  ---------------      -------------     ------------------
<S>                                       <C>             <C>                 <C>               <C>
2000                                             --                  --       $           --    $           --
2001                                              4             212,118              616,346              2.91
2002                                              4             189,375              817,984              4.32
2003                                              3             106,613              330,302              3.10
2004                                              4             328,748              768,601              2.34
2005                                              1              33,421              111,605              3.34
2006                                              2             147,560              440,236              2.98
2007                                              1              50,061              222,992              4.45
2008                                              4             385,466            1,661,205              4.31
2009 and thereafter                              25           2,042,558           10,663,310              5.22
                                          --------------  ---------------
Total                                            48           3,495,920
                                          ==============  ===============
</TABLE>



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

2000                                             148           249,818         $  4,243,572      $      16.99
2001                                             132           247,427            4,002,370             16.18
2002                                             144           291,890            4,969,568             17.03
2003                                             106           217,477            3,858,692             17.74
2004                                             114           277,294            4,843,109             17.47
2005                                              71           160,806            3,539,309             22.01
2006                                              65           154,460            3,527,866             22.84
2007                                              94           218,649            5,193,045             23.75
2008                                             113           295,855            6,086,232             20.57
2009 and thereafter                              186           634,582           12,234,121             19.28
                                          --------------  ---------------
Total                                          1,173         2,748,258
                                          ==============  ===============
</TABLE>
------------------------
   (1)  Excludes tenants paying percentage rents in lieu of minimum rents.

<PAGE> 15

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

2000                                               1           40,320          $   162,288       $       4.03
2001                                               4          323,260              749,011               2.32
2002                                               2          133,861              343,645               2.57
2003                                               6          246,867              751,486               3.04
2004                                               1           25,525               37,956               1.49
2005                                               1           43,118               70,246               1.63
2006                                               1           37,680              122,460               3.25
2007                                               2           90,960              120,000               1.32
2008                                               1           41,612              139,761               3.36
2009 and thereafter                               14          502,475            3,828,481               7.62
                                          --------------  ---------------
Total                                             33        1,485,678
                                          ==============  ===============
</TABLE>

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

2000                                              44            97,753         $ 1,074,260       $          10.99
2001                                              55           130,036           1,309,274                  10.07
2002                                              40           111,434           1,016,478                   9.12
2003                                              25            94,923           1,094,947                  11.54
2004                                              34            92,479           1,243,582                  13.45
2005                                               5            21,826             250,308                  11.47
2006                                               8            36,235             464,925                  12.83
2007                                               3             9,363             115,143                  12.30
2008                                               3             7,352             127,727                  17.37
2009 and thereafter                               14            83,521           1,231,307                  14.74
                                          --------------  ---------------
Total                                             231          684,922
                                          ==============  ===============
</TABLE>
--------------------------
   (1)  Excludes tenants paying percentage rents in lieu of minimum rents.

<PAGE> 16

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

2000                                            15            439,934          $ 2,272,404       $       5.17
2001                                             7             56,215              354,027               6.30
2002                                             9            163,585            1,173,975               7.18
2003                                             6            171,275              723,061               4.22
2004                                            11            224,746            1,318,004               5.86
2005                                            --                 --                   --                 --
2006                                            --                 --                   --                 --
2007                                            --                 --                   --                 --
2008                                            --                 --                   --                 --
2009 and thereafter                              1             72,133              375,638               5.21
                                          --------------  ---------------
Total                                           49          1,127,888
                                          ==============  ===============
</TABLE>
---------------------
(1)  Excludes tenants paying percentage rents in lieu of minimum rents.


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

OPERATIONS AND MANAGEMENT

      The  Company  performs  all  property  management  functions  for   the
Properties.   At  December  31, 1999, the Company had 353 full-time employees
devoted exclusively to property  management.   Each of the regional malls has
on-site management and maintenance personnel as  well as a marketing staff to
assist the mall tenants in promoting and advertising their products.  Overall
supervision of mall operations, headed by a Director  of  Enclosed  Malls, is
conducted in a centralized fashion in order to take advantage of economies of
scale and to deliver a uniform presentation of all management functions.  The
Company's  internal  property  management  information  system enables it  to
quickly  determine  tenant status, tenant gross sales, insurance,  and  other
critical information  in  order to effectively manage the affairs of its real
property portfolio.  The data collected regarding percentage sales allows the
Company to predict sales, to retain tenants and enhance mall stability.

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

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

<PAGE> 17

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 30 full-time
employees at December 31, 1999, 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
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  sixteen  screen  Cinemark  Theater   which   added
approximately 74,000 square feet of additional GLA.

      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.

      The Operating  Partnership,  through its consolidated partnership Price
Spokane, Limited Partnership, has initiated  the expansion of NorthTown Mall,
an enclosed regional mall in Spokane, Washington.  The project will be funded
by the Company's $200 million unsecured credit facility and is expected to be
completed in the third quarter of 2000 which will add  approximately  100,000
square feet  of  additional  GLA.   Additionally,  the  Company  is currently
contemplating the expansion and renovation of several other of its Properties
as well as other development and acquisitions.

      Further, the Properties contain approximately 108 acres of vacant  land
suitable  for additional retail expansion projects.  Likewise, the Properties
include additional  improved  land  ready  for  development  of approximately
273,100 square feet of free- standing retail space.  The Company will seek to
expand these and other Properties in its retail portfolio, as  well  as newly
acquired properties, depending on tenant demand and market conditions.

THIRD-PARTY PROPERTY MANAGEMENT

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

EMPLOYEES

      The Company had approximately 440 full-time employees and approximately
160 part-time  employees  at  December  31,  1999.   The Company believes its
relationship  with  its  employees  is  very  good.   None of  the  Company's
employees are unionized.

<PAGE> 18


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  with respect to the
executive officers of the Company:

<TABLE>
<CAPTION>
NAME                                                AGE           POSITION
----                                               -----          --------
<S>                                               <C>            <C>
John Price                                          66           Chairman of the Board of Directors and Chief Executive Officer
G. Rex Frazier                                      56           President, Chief Operating Officer and Director
Paul K. Mendenhall                                  52           Vice President--Chief Investment Officer and Secretary
Martin G. Peterson                                  53           Vice President--Administration
Greg Curtis                                         49           Vice President--Property Management
David R. Sabey                                      47           Vice President and General Counsel
M. Scott Collins                                    44           Vice President--Chief Financial Officer and Treasurer
Terry Bybee                                         51           Vice President--Construction
Antoinette "Toni" R. Carter                         48           Vice President--Marketing
</TABLE>

      JOHN PRICE has served as Chairman of the Board of Directors  and  Chief
Executive  Officer  since  September  1993.  Mr. Price formed Fairfax Realty,
Inc. ("Fairfax"), the principal entity  through  which  the  business  of the
Predecessor Companies was conducted, in 1972 and it's 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
42 years in the real  estate  industry and has been involved in all facets of
real estate development, construction,  leasing,  management  and  financing.
Mr.  Price  is 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).  Mr.
Price is also  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  2002 Winter
Olympic Games, and a member of the Advisory Board of the First Security  Bank
of Utah, N.A.  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.  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.

      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.

<PAGE> 19

      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 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.

      TONI R. CARTER  was  recently named Vice President-Marketing in January
2000.  Ms. Carter has served  as  Director of  Corporate Marketing since June
1999.  From November 1997 to June 1999,  Ms.  Carter  owned  and  operated  a
marketing  and  communications firm, Carter & Carter.  From 1994 to 1997, Ms.
Carter worked as  an  account  executive  for  Herridge & Associates, Inc. (a
marketing and advertising agency).  Ms. Carter is  a  22-year veteran of mall
and  retail  marketing  she  holds  the  Certified Marketing  Director  (CDM)
designation from the International Council of Shopping Centers (ICSC) and is a
member  of  the  Westminister College Foundation  Board.   Ms.  Carter  is  a
graduate of the University of Utah.

<PAGE> 20

                                        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".  As of March 7, 2000, the sales price  for  the  Common
Stock  on  the  New  York  Stock  Exchange was $18 per share.  As of March 7,
2000, there were 235 stockholders of record, of which 234 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>                  <C>

YEAR ENDED 12/31/98
-------------------
         First Quarter                    $       26       $        24          $      .450

         Second Quarter                       25-1/8            22-1/2                 .450

         Third Quarter                       24-7/16            19-1/8                 .450

         Fourth Quarter                       26-5/8            18-1/2                 .465

YEAR ENDED 12/31/99
-------------------
         First Quarter                    $ 20-13/16       $   17-7/16          $      .465

         Second Quarter                      21-5/16            18-1/4                 .465

         Third Quarter                       21-1/16            17-1/8                 .465

         Fourth Quarter                      17-5/16           15-5/16                 .480
</TABLE>

      During   1999   and   1998,   the   Company  recorded  regular  quarterly
dividends totaling $32,719,000 and $31,916,000, respectively, or $1.875 and
$1.815 per share of Common Stock, respectively.   Of  the  amounts  paid during
1999  and  1998,  23%   and 17%, respectively, represented a return of capital.
The  Board of Directors has  declared  a  quarterly  dividend,  payable  to
stockholders of record as of April 6, 2000, of $.48 per share which is
an  amount   equivalent   to   an  annual  dividend  of  $1.92  per  share.
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, 1999, 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, 1999, 1998, 1997, 1996 and 1995.  The
historical financial information for all the periods has been derived from the
audited historical consolidated financial statements.

<PAGE> 21

      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>
                                                    1999              1998            1997            1996           1995
                                                  ---------        ----------      ----------      ----------     ----------
<S>                                               <C>              <C>             <C>             <C>            <C>
Revenues                                          $ 133,565        $  109,069      $   82,973       $  72,949     $   60,950
                                                  ---------        ----------      ----------      ----------     ----------
Expenses
 Operating Expenses before Interest,
 Depreciation and Amortization                       43,620            36,088          27,434          24,405         20,389
 Interest                                            27,769            20,501           9,066           7,776          6,623
 Depreciation and Amortization                       25,798            19,543          13,410          11,979         11,528
                                                  ---------        ----------      ----------      ----------     ----------
  Total                                              97,187            76,132          49,910          44,160         38,540
                                                  ---------        ----------      ----------      ----------     ----------
                                                     36,378            32,937          33,063          28,789         22,410
Minority Interest in Income of
 Consolidated Partnerships                             (349)             (277)           (273)           (269)          (320)
Equity in Net Loss of Partnership Interest               --                --              --              --           (184)
Gain on Sales of Real Estate                             --             1,096             339              94            918
                                                  ---------        ----------      ----------      ----------     ----------
Income Before Extraordinary Item and
 Minority Interest of thee Operating
 Partnership Unitholders                             36,029            33,756          33,129          28,614         22,824
Minority Interest of the Operating
 Partnership Preferred Unitholders                   (4,429)               --              --              --             --
Minority Interest of the Operating
 Partnership Common Unitholders                      (5,452)           (5,806)         (5,675)         (5,244)        (4,646)
Extraordinary Item - Loss on Early
Extinguishment of Debt, Net of
 Minority Interest of the Operating
 Partnership Unitholders                               (801)               --            (133)             --             --
                                                  ---------        ----------      ----------      ----------     ----------
  Net Income                                      $  25,347        $   27,950      $   27,321      $   23,370    $    18,178
                                                  =========        ==========      ==========      ==========    ===========
Basic Earnings Per Share (1)
 Income Before Extraordinary Item                 $    1.49        $     1.59      $     1.57      $     1.46    $      1.27
 Extraordinary Item                                   (0.05)               --           (0.01)             --             --
                                                  ---------        ----------      ----------      ----------    -----------
 Net Income                                       $    1.44        $     1.59      $     1.56      $     1.46    $      1.27
                                                  =========        ==========      ==========      ==========    ===========
Diluted Earnings Per Share (1)
 Income Before Extraordinary Item                 $    1.49        $     1.58      $     1.56      $     1.45    $      1.26
 Extraordinary Item                                   (0.05)               --           (0.01)             --             --
                                                  ---------        ----------      ----------      ----------    -----------
 Net Income                                       $    1.44        $     1.58      $     1.55      $     1.45    $      1.26
                                                  =========        ==========      ==========      ==========    ===========
Distributions Paid Per Share                      $   1.875        $    1.815      $    1.755      $    1.695    $     1.635
                                                  =========        ==========      ==========      ==========    ===========
</TABLE>

<PAGE> 22

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

<TABLE>
<CAPTION>
                                                    1999              1998            1997            1996           1995
                                                  ---------        ----------      ----------      ----------     ----------
<S>                                               <C>              <C>             <C>             <C>            <C>

BALANCE SHEET DATA

Real Estate, before Accumulated Depreciation      $ 876,388        $  815,756      $  619,371      $  453,241     $  388,205
Total Assets                                        776,226           733,155         545,684         381,360        327,061
Borrowings                                          438,241           472,990         283,390         162,375        106,406
Minority Interest
 Preferred Unitholders                              104,571                --              --              --             --
 Common Unitholders                                  30,200            32,267          33,156          32,110         33,859
 Consolidated Partnerships                            2,006             1,743           1,695             668            727
Stockholders' Equity                                183,645           204,946         207,986         172,556        175,754
OTHER DATA

Funds From Operations (2)                            53,880            50,397          45,028          39,195         32,139
Net Operating Income                                 89,945            72,981          55,539          48,544         40,561
</TABLE>
<TABLE>
<CAPTION>                                          NUMBER OF PROPERTIES/TOTAL GLA AT DECEMBER 31,

                                                            1999            1998           1997           1996          1995
                                                        ------------    ------------   ------------   ------------  ------------
<S>                                                     <C>             <C>            <C>            <C>           <C>
Number of Properties at Year-End                                  51              50             48             44            43
                                                        ============    ============   ============   ============  ============
Total GLA in Square Feet at Year-End
Malls.                                                    10,291,000       9,810,000      7,745,000      5,553,000     5,020,000
Community Centers and Free-Standing Retail Properties      3,367,000       3,191,000      3,164,000      3,091,000     3,091,000
Commercial Properties                                      1,354,000       1,354,000      1,418,000      1,418,000     1,394,000
                                                        ------------    ------------   ------------   ------------  ------------
Total                                                     15,012,000      14,355,000     12,327,000     10,062,000     9,505,000
                                                        ============    ============   ============   ============  ============
</TABLE>
-------------------------------
(1)  Basic  earnings per share based  on  17,561,000,  17,620,000,  17,471,000,
     16,048,000  and  14,345,000  weighted  average  number of shares of Common
     Stock and Price Group Stock outstanding for the years  ended  December 31,
     1999, 1998, 1997, 1996 and 1995, respectively.  Diluted earnings per share
     based  on  17,590,000,  17,723,000,  17,637,000, 16,133,000 and 14,411,000
     weighted diluted average number of shares  of  stock outstanding for years
     ended  December  31, 1999, 1998, 1997, 1996 and 1995,  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."

<PAGE> 23

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

OVERVIEW

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

  The  Company  is a fully integrated, self-administered and self-managed  REIT
primarily  engaged   in   the   ownership,   leasing,   management,  operation,
development,  redevelopment  and  acquisition  of  retail  properties   in  the
Intermountain  Region,  as  well  as  in Oregon, Washington and California.  JP
Realty, Inc. conducts all of its business operations through, and held an 82.2%
controlling  general  partner  interest in  the  Operating  Partnership  as  of
December 31, 1999.  The Company's general partnership interest of the Operating
Partnership was calculated using  the outstanding common units and excludes the
preferred units.  The Operating Partnership's existing portfolio consists of 51
Properties, in three operating segments,  including 18 enclosed regional malls,
25 community centers together with two free-standing  retail Properties and six
mixed-use  commercial  Properties.   The Company's financial  condition  as  of
December 31, 1999 and 1998 and results  of  operations  before depreciation for
the years then ended were positively impacted by the October  20,  1999 opening
of  the  Mall  at  Sierra  Vista,  the  October 28, 1998 opening of Provo Towne
Centre, the August 6, 1998 acquisition of NorthTown Mall, the December 30, 1997
acquisition of Salem Center, the June 1997 acquisitions of the Silver Lake Mall
and Visalia Mall and the August 13, 1997  opening  of  the Spokane Valley Mall.
The  Operating  Partnership's acquisition and development  activities  added  a
combined 4,757,000  square  feet  of  Total  GLA to the retail portfolio during
1999, 1998 and 1997.

RESULTS OF OPERATIONS

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

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

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

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

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

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

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

<PAGE> 24

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

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

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

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

  For the year ended December 31, 1998,  income  before  extraordinary item and
minority  interest  of  unitholders  in  the  Operating  Partnership  increased
$627,000  or  2% when  compared  to  the  year  ended  December 31,  1997.   The
improvement in operations was primarily attributable to  the following factors:
an  increase  in  minimum rents of $19,824,000; an increase in  percentage  and
overage  rents  of  $595,000;   an  increase  in  recoveries  from  tenants  of
$5,579,000; and an increase in other  revenues  of  $240,000.   These increases
were offset by an increase in operating expenses of $7,695,000, an  increase in
general and administrative expense of $959,000, an increase in interest expense
of $11,435,000 and an increase in depreciation and amortization of $6,133,000.

  For  the  year  ended  December  31,  1998,  funds  from operations increased
$5,369,000 or 12% as compared to 1997 primarily as a result of acquisitions and
developments as discussed herein.

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

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

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

  Property operating expenses, including operating and maintenance expense, and
real  estate  taxes  and  insurance  expense increased $4,601,000  or  34%  and
$3,094,000  or  36%, respectively for the  year  ended  December  31,  1998  as
compared to 1997.   These  increases  were  attributable to the acquisitions of
NorthTown Mall, Salem Center, Silver Lake Mall and Visalia Mall and the opening
of  Spokane  Valley  Mall, Boise Towne Plaza and  Provo  Towne  Centre.   These
Properties contributed  $4,570,000  to  operating  and  maintenance expense and
$2,487,000 to taxes and insurance.

  General and administrative expenses increased $959,000  or  18% to $6,406,000
in  1998 as compared to $5,447,000 in 1997.  The increase is primarily  related
to increased  costs  associated  with  the  growth  of  the  Company due to the
acquisitions of NorthTown Mall, Salem Center, Silver Lake Mall and Visalia Mall
and  the  opening  of  Spokane Valley Mall, Boise Towne Plaza and  Provo  Towne
Centre.

<PAGE> 25

  Interest expense increased  $11,435,000  or  126%  to  $20,501,000 in 1998 as
compared  to  $9,066,000  in 1997.  This increase is the result  of  additional
interest on new borrowings to acquire NorthTown Mall, Salem Center, Silver Lake
Mall and Visalia Mall and on  borrowings  related  to  Spokane  Valley Mall and
Provo  Towne  Centre.   Interest capitalized on projects under development  was
$3,754,000 in 1998 as compared to $3,509,000 in 1997.

  Depreciation expense increased  $5,504,000  or  47% to $17,306,000 in 1998 as
compared  to  $11,802,000  in 1997.  This increase was  primarily  due  to  the
acquisition of NorthTown Mall, Salem Center, Silver Lake Mall and Visalia Mall,
the opening of the Spokane Valley  Mall,  Boise  Towne  Plaza  and  Provo Towne
Centre and tenant allowances given on existing GLA.

LIQUIDITY AND CAPITAL RESOURCES

  The  Company's  principal  uses  of its liquidity and capital resources  have
historically  been  for  dividends,   property  acquisitions,  development,
expansion  and  renovation  programs  and  debt  repayment.   To  maintain  its
qualification as a REIT under the Internal Revenue  Code  of  1986,  as amended
(the  "Code"),  the  Company  is required to distribute to its stockholders  at
least 95% of its "Real Estate Investment  Trust  Taxable  Income" as defined in
the Code.  The Company declared quarterly dividends aggregating  $1.875 per
share   in  1999.   Approximately  23%  of  the  Company's  1999  dividends
represented a return of capital.  Future distributions will be determined based
on actual results of operations and cash available for distribution.

  The Company's  principal source of liquidity is the cash flow from operations
generated from its  real  estate  investments.   As  of  December 31, 1999, the
Company's cash and restricted cash amounted to approximately $10.9 million.  In
addition  to  its  cash  and restricted cash, unused capacity  under  its  $200
million unsecured credit facility totaled $99.5 million at year end.

  The Company generally intends  to  distribute  approximately 70% - 80% of its
funds  from  operations  with  the remaining amounts to  be  held  for  capital
expenditures and additional growth.   The  Company  expects  to  meet its other
short-term  cash requirements including recurring capital expenditures  related
to maintenance  and  improvements of existing Properties, through undistributed
funds from operations, cash balances and advances under the credit facility.

  The Company prepares an annual capital expenditure and maintenance budget for
each Property which includes  provisions  for  all  necessary recurring capital
improvements.   The  Company  believes  that  its  undistributed   funds   from
operations  will  provide  the  necessary  funding for these requirements.  The
Company believes that these funds will be sufficient to cover (i) tenant finish
costs associated with the renewal or replacement  of  current  tenant leases as
existing  leases  expire  and  (ii)  capital  expenditures  which will  not  be
reimbursed  by  tenants.   During  1999, the Company had capital  expenditures,
totaling approximately $64,869,000.   This  amount  consists  of $56,801,000 in
revenue enhancing construction and development, $4,793,000 in revenue enhancing
tenant allowances, $1,782,000, in non-revenue enhancing tenant  allowances  and
$658,000 in other non-revenue enhancing capital expenditures.  The Company also
paid  $835,000  in  leasing  commissions  to  outside parties.  Of this amount,
$125,000  was  considered revenue enhancing and $710,000  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 2000 to be approximately $7.8 million.

  The  Company's  principal  long-term  liquidity  requirements   will  be  the
repayment  of  principal on its outstanding secured and unsecured indebtedness.
At  December  31,  1999,  the  Company's  total  outstanding  indebtedness  was
approximately $438.2  million.  Such indebtedness included: (i) the outstanding
balance  on  the  $200  million   unsecured   credit   facility  which  equaled
approximately $91 million at December 31, 1999 and is due  October  2000;  (ii)
the  $12.2  million  8.5% note secured by real estate, which requires a balloon
payment of approximately $11.9 million in October 2000; (iii) the $61.2 million
6.37% notes secured by real estate which mature in January 2001; (iv) the Provo
Towne Centre construction  loan  of approximately $43.8 million which is due in
July 2001; (v) the Spokane Valley Mall construction loan of approximately $41.6
million  which  is due in August 2001;  (vi)  the  $100  million  senior  notes
principal payable  of  $25  million  a year beginning March 2005; and (vii) the
$83.4  million  6.68%  first mortgage, which  requires  a  balloon  payment  of
approximately $73.0 million in September 2008.

  The Company is also contemplating  the expansion and renovation of several of
its existing Properties and additional development projects and acquisitions as
a means to expand its portfolio.  The  Company  does  not  expect  to  generate
sufficient  funds  from operations to meet such long-term needs and intends  to
finance  these amounts  primarily  through  advances  under  the  $200  million
unsecured  credit  facility,  together  with  equity  and  debt  offerings  and
individual  property  financings.   The  availability  of  such  financing will
influence  the  Company's  decision  to  proceed  with,  and  the  pace of  its
development and acquisition activities.

<PAGE> 26

  On  April  23,  1999,  the  Operating  Partnership  issued  510,000 Series  A
Preferred  Units  in  a  private  placement.   Each  Series  A  Preferred  Unit
represents  a limited partner interest with a liquidation value of  twenty-five
dollars  per  unit.   The  Operating  Partnership  used  the  net  proceeds  of
approximately $12.3 million for the partial repayment of borrowings outstanding
under the $200  million  unsecured  credit  facility.   On  July  28, 1999, the
Operating Partnership also issued 3,800,000 Series B 8.95% Preferred Units in a
private   placement.   Each  Series  B  Preferred  Unit  represents  a  limited
partnership  interest with a liquidation value of twenty-five dollars per unit.
The Company used the proceeds of approximately $92 million to repay $90 million
in borrowings  outstanding under the $200 million unsecured credit facility and
increase operating  cash.  Quarterly distributions to the holders of the Series
A and Series B Preferred  Units  are  due  on the last day of each March, June,
September and December.

  On September 2, 1997, the Company and the Operating Partnership filed a shelf
registration statement on Form S-3 with the  Securities and Exchange Commission
for  the  purpose  of  registering  common stock, preferred  stock,  depositary
shares,  common  stock  warrants,  debt  securities   and   guarantees.    This
registration  statement, when combined with the Company's unused portion of its
previous shelf  registration, allowed for up to an aggregate of $400 million of
securities to be  offered  by  the  Company  and the Operating Partnership.  On
March 11, 1998, the Operating Partnership under  this  registration  statement,
issued $100 million of ten year senior unsecured notes bearing annual  interest
at  a  rate  of  7.29%.  The Operating Partnership had entered into an interest
rate protection agreement  in  anticipation of issuing these notes and received
$270,000 as a result of terminating this agreement making the effective rate of
interest on these notes at 7.24%.   Interest  payments are due semi annually on
March 11 and September 11 of each year.  Principal  payments of $25 million are
due annually beginning March 2005.  The proceeds were  used  to partially repay
outstanding  borrowings under the $200 million unsecured credit  facility.   At
December 31, 1999,  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 stock repurchase, distribution,  development,
expansion, renovation, acquisition and debt repayment activities from  its $200
million  unsecured credit facility as well as other debt and equity financings,
including  public  financings.   The  Company's  ratio  of debt-to-total market
capitalization was approximately 50% as of December 31, 1999.

  The  Company  believes  that  to  facilitate  a  clear understanding  of  the
consolidated historical operating results, the Company's net income should be
examined  in  conjunction with funds from operations.   The  Company  considers
funds from operations  to  be  an  appropriate measure of the performance of an
equity REIT.  Funds from operations ("FFO") is defined by NAREIT as "net income
(computed  in  accordance  with  generally   accepted  accounting  principles),
excluding gains (or losses) from debt restructuring and sales of property, plus
depreciation  and  amortization  and  after  adjustments   for   unconsolidated
partnerships and joint ventures."  While the Company believes that  FFO  is the
most relevant and widely used measure of its 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>
                                                                         1999                  1998
                                                                   ----------------      ----------------
                                                                                 (DOLLARS IN THOUSANDS)
Income Before Minority Interest, Gain on Sales
 of Real Estate and Extraordinary Item                             $         36,378      $         32,937
 Add: Depreciation of Buildings & Improvements                               23,395                17,072
 Add: Amortization of Deferred Leasing Costs                                    632                   665
 Less: Minority Interest of the Operating Partnership
  Preferred Unitholders                                                      (4,429)                   --
 Less: Minority Interest in Income of Consolidated
  Partnerships                                                                 (349)                 (277)
 Less:  Minority Interest in Depreciation                                      (769)                   --
 Less:  Income from One-Time, Lease Termination
  Settlement, Net of Minority Interest of $979                                 (978)                   --
                                                                   ----------------      ----------------
 Funds From Operations                                             $         53,880      $         50,397
                                                                   ================      ================
</TABLE>

<PAGE> 27

YEAR 2000 ISSUES

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

      The  Company developed a comprehensive strategy for updating its  systems
for  Y2K compliance.   The  Company's  information  technology  ("IT")  systems
include  software  and  hardware purchased from outside vendors, as well as in-
house developed software.   The  Company  is  confident  that  vendor developed
software  and  hardware  has  been  made  Y2K compliant through installing  and
compliance testing vendor provided Y2K updates.   In-house  developed  software
has  been identified, assessed and tested.  As of this report, the Company  has
not experienced  any  significant  failures in its IT system as a result of the
date change to the year 2000.

      The Company believes that the  identification of its non-IT systems which
may  be  impacted  by the Y2K problem, including  those  relating  to  property
management (e.g. alarm  systems  and HVAC systems) has been completed, and that
modifications, validation and implementation are complete.  The Company did not
experience any problems in this area  when  the  year changed to 2000 and we do
not anticipate any future problems.

      As  of  December  31,  1999,  the  Company  has  spent  an  aggregate  of
approximately  $131,000 to address the Y2K issue.  Costs  included  incremental
salary and fringe  benefits  for  personnel,  hardware  and  software costs and
consulting  and travel expenses associated with addressing Y2K  issues.   These
costs were expensed  as  incurred  or,  in  the  case  of equipment or software
replacement,  were capitalized and depreciated over the expected  useful  life.
The Company believes  additional  costs  related  to the Y2K issues will not be
material.

      The  pervasiveness  of  the  Y2K  issue makes it likely  that  previously
unidentified  issues  will require remediation  during  the  normal  course  of
business.  In such a case,  the  Company anticipates that transactions could be
processed manually while IT and other  systems are repaired or updated and that
such interruptions would have a minor effect on the Company's operations.

INFLATION

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

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

OTHER MATTERS

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

      The statements contained in this Annual  Report on Form 10-K that are not
purely historical fact are forward looking statements  within  the  meaning  of
Section  27A  of  the  Securities Act of 1933 and Section 21E of the Securities
Exchange   Act  of  1934,  including   statements   regarding   the   Company's
expectations,  budgets,  estimates,  contemplations  and  Y2K  compliance.  All
forward  looking statements included in this document are based on  information
available  to  the  Company  on  the  date  hereof,

<PAGE> 28

and the Company assumes no obligation to update any such forward looking
statement.  it is important to note that the Company's actual results could
differ materially from those in such forward  looking  statements.  Certain
factors that might cause such differences include those relating to changes
in economic climate, local conditions, law and regulations, the relative
illiquidity  of  real  property investments, the potential bankruptcy of
tenants and the development, redevelopment or expansion of Properties  and
unexpected developments surrounding the Y2K issues.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The 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.  Even though its philosophy  is to maintain a fairly low
tolerance to interest rate fluctuation risk, the Company  is  still vulnerable,
however,  to  significant  fluctuations in interest rates on its variable  rate
debt, on any future repricing  or  refinancing  of  its  fixed rate debt and on
future debt.

      The Company uses long-term and medium-term debt as a  source  of capital.
At December 31, 1999, the Company had approximately $261,849,000 in outstanding
fixed  rate  debt,  consisting  of  $100,000,000  unsecured  senior  notes  and
$161,849,000  in mortgages and notes secured by real estate.  The various fixed
rate debt instruments  mature  starting  in  the  year  2000 through 2095.  The
weighted average rate of interest on the fixed rate debt was approximately 7.0%
for  the  year  ended December 31, 1999.  When debt instruments  of  this  type
mature, the Company  typically refinances such debt at the then-existing market
interest rates which may  be  more  or  less  than  the  interest  rates on the
maturing  debt.   In addition, the Company may attempt to reduce interest  rate
risk associated with  a  forecasted issuance of new fixed rate debt by entering
into  interest  rate protection  agreements.   The  Company  has  approximately
$12,211,000 in fixed rate debt maturing in 2000.

      The Company's  credit  facility  and  existing  construction  loans  have
variable interest rates and any fluctuation in interest rates could increase or
decrease the Company's interest expense.  At December 31, 1999, the Company had
approximately  $176,392,000  in  outstanding  variable rate debt.  The weighted
average rate of interest on the variable interest  rate  debt was approximately
6.8%  for  the  year  ended December 31, 1999.  If the interest  rate  for  the
Company's variable rate  debt  increased  or  decreased  by 1% during 2000, the
Company's  interest rate expense on its outstanding variable  rate  debt  would
increase or decrease, as the case may be, by approximately $1,764,000.

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


ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


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

      Information regarding the Company's  Directors  appears under the heading
"Election of Directors" in the Company's proxy statement  relating  to its 2000
Annual  Meeting  of  Stockholders to be held on May 3, 2000 and is incorporated
herein by reference.

<PAGE> 29

      Information regarding  compliance  with  Section  16(a) of the Securities
Exchange Act of 1934 appears under the heading "Compliance  with  Section 16(a)
of  the  Exchange  Act"  in the Company's proxy statement relating to its  2000
Annual Meeting of Stockholders  to  be  held on May 3, 2000 and is incorporated
herein by reference.

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


ITEM 11.  EXECUTIVE COMPENSATION

      Information regarding executive compensation  appears  under  the heading
"Executive Compensation" in the Company's proxy statement relating to  its 2000
Annual  Meeting  of  Stockholders to be held on May 3, 2000 and is incorporated
herein by reference.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The table of beneficial  ownership  of  the  Company  appears  under  the
heading "Security Ownership of Certain Beneficial Owners and Management" in the
Company's  proxy  statement relating to its 2000 Annual Meeting of Stockholders
to be held on May 3, 2000 and is incorporated herein by reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Information regarding  certain  relationships  and  related  transactions
appears  under the heading "Certain Relationships and Related Transactions"  in
the  Company's   proxy  statement  relating  to  its  2000  Annual  Meeting  of
Stockholders to be held on May 3, 2000 and is incorporated herein by reference.



                                        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> 30

                                           EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit                                                                                                  Page
Number                                  Description                                                      Number
------                                  -----------                                                      ------
<S>          <C>         <C>                                                                             <C>
3.1                      Amended and Restated Articles of Incorporation the Company (3(a))*
3.2                      Amended and Restated Bylaws of the Company (3(b))**
3.3                      Articles Supplementary of the Company relating to the 8.75 Series A Cumulative
                         Redeemable Preferred Stock***
3.4                      Articles Supplementary of the Company relating to the 8.95% Series B Cumulative
                         Redeemable Preferred Stock***
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****
3.6                      Articles Supplementary of the Company relating to the Series A Junior Preferred
                         Stock****
3.7                      Amendment to the Bylaws of the Company****
4.1                      Specimen of Common Stock Certificate (4)*
10.1                     Second Amended and Restated Agreement of Limited Partnership of Price
                         Development Company, Limited Partnership***
10.2                     Agreement of Limited Partnership of Price Financing Partnership, L.P. (10(b))*
10.3                     Loan Agreements related to Mortgage Debt and related documents (10(c))*
             i)          Deed of Trust, Mortgage, Security Agreement and Assignment of Leases and Rents
                         of Price Financing Partnership, L.P.
             ii)         Intentionally Omitted
             iii)        Indenture between Price Capital Corp. and a Trustee
             iv)         Limited Guarantee Agreement (Guarantee of Collection) for outside investors
             v)          Limited Guarantee Agreement (Guarantee of Collection) for Price Group Investors
             vi)         Cash Collateral Account Security, Pledge and Assignment Agreement among Price
                         Financing Partnership, L.P., Price Capital Corp. and Continental Bank N.A.
             vii)        Note Issuance Agency Agreement between Price Capital Corp. and Price Financing
                         Partnership, L.P.
             viii)       Management and Leasing Agreement among Price Financing Partnership, L.P. and
                         Price Development Company, Limited Partnership
             ix)         Assignment of Management and Leasing Agreement of Price Financing Partnership,
                         L.P.
10.4                     Employment and Non-Competition Agreement between the Company and John Price
                         (10(d))*
10.5                     Indemnification Agreement for Directors and Officers (10(f))*
10.6                     Registration Rights Agreement among the Company and the Limited Partners of
                         Price Development Company, Limited Partnership (10(g))*
10.7                     Amendment No. 1 to Registration Rights Agreement, dated August 1, 1995, among
                         the Company and the Limited Partners of Price Development Company, Limited
                         Partnership*****
10.8                     Exchange Agreement among the Company and the Limited Partners of Price
                         Development Company, Limited Partnership (10(h))*
10.9                     1993 Stock Option Plan (10(i))*
10.10                    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))*
10.11                    Lease Agreement between The Corporation of the President of the Church of Jesus
                         Christ of Latter Day Saints and Price-James and Assumptions, dated September
                         24, 1979.  (Ground lease for Anaheim Plaza) (10(k))*
10.12                    Indenture of Lease between Ambrose and Zelda Motta and Cordova Village, dated
                         July 26, 1974, and Amendments and Transfers thereto. (Ground lease for Fort
                         Union Plaza) (10(l))*
10.13                    Lease Agreement between Advance Management Corporation and Price Rentals, Inc.
                         and dated August 1, 1975 and Amendments thereto. (Ground lease for Price
                         Fremont) (10(m))*
10.14                    Ground lease between Aldo Rossi and Price Development Company, dated June 1,
                         1989, and related documents.  (Ground lease for Halsey Crossing) (10(n))*
</TABLE>

<PAGE> 31

<TABLE>
<CAPTION>
Exhibit                                                                                                               Page
Number                                                Description                                                    Number
------                                                -----------                                                    ------
<S>             <C>         <C>                                                                                     <C>
10.15                       Loan Agreements related to 1995 Credit Facility*****
                i)          Credit Agreement, dated March 8, 1995, between Price Development Company,
                            Limited Partnership and Lexington Mortgage Company
                ii)         Note dated March 8, 1995
                iii)        Guaranty of Payment dated March 8, 1995 between the Company and Lexington
                            Mortgage Company
                iv)         Cash Collateral Account Security, Pledge and Assignment Agreement dated March
                            8, 1995 between Price Development Company, Limited Partnership, Bank One, Utah,
                            N.A. and Lexington Mortgage Company
                v)          Amended and Restated Credit Agreement dated June 29, 1995 between Price
                            Development Company, Limited Partnership, Merrill Lynch Mortgage Capital, Inc.
                            and Capital Market Assurance Corporation
                vi)         Amendment to Cash collateral Account, Security, Pledge and Assignment Agreement
                            dated June 29, 1995
                vii)        Reaffirmation of Guaranty dated June 29, 1995
10.16                       First Amendment to Second Amended and Restated Agreement of Limited Partnership
                            of Price Development Company, Limited Partnership***
10.17                       Second Amendment to Second Amended and Restated Agreement of Limited
                            Partnership of Price Development Company, Limited Partnership***
10.18                       Third Amendment to Second Amended and Restated Agreement of Limited Partnership
                            of Price Development Company, Limited Partnership******
10.19                       Rights Agreement between the Company and ChaseMellon Shareholder Services, LLC,
10.20                       Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership
                            of Price Development Company, Limited Partnership
                            as Rights Agent
23.                         Consent of Independent Accountants
27.                         Financial Data Schedule
--------------------------
              * 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.
             ** Document was previously filed with the Company's Quarterly Report on Form 10-Q for the
                quarter ended September 30, 1998 and is incorporated herein by reference.
            *** 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.
           **** Documents were previously filed with the Company's current report on Form 8-K, dated August
                13, 1999, and are incorporated herein by reference.
          ***** 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.
         ****** 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.
</TABLE>

<PAGE> 32

                                            SIGNATURES

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


<TABLE>
<CAPTION>
                                                JP REALTY, INC.
<S>                                             <C>               <C>
                                                By:               /s/ John Price
                                                                 ----------------------------
                                                                  John Price
                                                                  Chairman of the Board of Directors
                                                                  and Chief Executive Officer


Date:  March 16, 2000
</TABLE>
                             -----------------------------------------

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

<TABLE>
<CAPTION>
 NAME                                                      TITLE                                  DATE
<S>                                          <C>           <C>                                    <C>

/s/ John Price
-----------------------------------                        Chairman of the Board of Directors,    March 16, 2000
                John Price                                 Chief Executive Officer and Director
                                                           (Principal Executive Officer)
/s/ G. Rex Frazier
-----------------------------------                        President, Chief Operating Officer     March 16, 2000
               G. Rex Frazier                              and Director

/s/ M. Scott Collins
-----------------------------------                        Vice President, Chief Financial        March 16, 2000
              M. Scott Collins                             Officer and Treasurer (Principal
                                                           Financial and Accounting Officer)

/s/ Warren P. King
------------------------------------                       Director                               March 16, 2000
              Warren P. King


/s/ Sam W. Souvall
------------------------------------                       Director                               March 16, 2000
              Sam W. Souvall
</TABLE>

<PAGE>

                                           EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit                                                                                                  Page
Number                                  Description                                                     Number
------                                  -----------                                                      ------
<S>          <C>         <C>                                                                             <C>
3.1                      Amended and Restated Articles of Incorporation the Company (3(a))*
3.2                      Amended and Restated Bylaws of the Company (3(b))**
3.3                      Articles Supplementary of the Company relating to the 8.75 Series A Cumulative
                         Redeemable Preferred Stock***
3.4                      Articles Supplementary of the Company relating to the 8.95% Series B Cumulative
                         Redeemable Preferred Stock***
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****
3.6                      Articles Supplementary of the Company relating to the Series A Junior Preferred
                         Stock****
3.7                      Amendment to the Bylaws of the Company****
4.1                      Specimen of Common Stock Certificate (4)*
10.1                     Second Amended and Restated Agreement of Limited Partnership of Price
                         Development Company, Limited Partnership***
10.2                     Agreement of Limited Partnership of Price Financing Partnership, L.P. (10(b))*
10.3                     Loan Agreements related to Mortgage Debt and related documents (10(c))*
             i)          Deed of Trust, Mortgage, Security Agreement and Assignment of Leases and Rents
                         of Price Financing Partnership, L.P.
             ii)         Intentionally Omitted
             iii)        Indenture between Price Capital Corp. and a Trustee
             iv)         Limited Guarantee Agreement (Guarantee of Collection) for outside investors
             v)          Limited Guarantee Agreement (Guarantee of Collection) for Price Group Investors
             vi)         Cash Collateral Account Security, Pledge and Assignment Agreement among Price
                         Financing Partnership, L.P., Price Capital Corp. and Continental Bank N.A.
             vii)        Note Issuance Agency Agreement between Price Capital Corp. and Price Financing
                         Partnership, L.P.
             viii)       Management and Leasing Agreement among Price Financing Partnership, L.P. and
                         Price Development Company, Limited Partnership
             ix)         Assignment of Management and Leasing Agreement of Price Financing Partnership,
                         L.P.
10.4                     Employment and Non-Competition Agreement between the Company and John Price
                         (10(d))*
10.5                     Indemnification Agreement for Directors and Officers (10(f))*
10.6                     Registration Rights Agreement among the Company and the Limited Partners of
                         Price Development Company, Limited Partnership (10(g))*
10.7                     Amendment No. 1 to Registration Rights Agreement, dated August 1, 1995, among
                         the Company and the Limited Partners of Price Development Company, Limited
                         Partnership*****
10.8                     Exchange Agreement among the Company and the Limited Partners of Price
                         Development Company, Limited Partnership (10(h))*
10.9                     1993 Stock Option Plan (10(i))*
10.10                    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))*
10.11                    Lease Agreement between The Corporation of the President of the Church of Jesus
                         Christ of Latter Day Saints and Price-James and Assumptions, dated September
                         24, 1979.  (Ground lease for Anaheim Plaza) (10(k))*
10.12                    Indenture of Lease between Ambrose and Zelda Motta and Cordova Village, dated
                         July 26, 1974, and Amendments and Transfers thereto. (Ground lease for Fort
                         Union Plaza) (10(l))*
10.13                    Lease Agreement between Advance Management Corporation and Price Rentals, Inc.
                         and dated August 1, 1975 and Amendments thereto. (Ground lease for Price
                         Fremont) (10(m))*
10.14                    Ground lease between Aldo Rossi and Price Development Company, dated June 1,
                         1989, and related documents.  (Ground lease for Halsey Crossing) (10(n))*
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Exhibit                                                                                                               Page
Number                                                DESCRIPTION                                                    Number
------                                                -----------                                                    ------
<S>             <C>         <C>                                                                                      <C>
10.15                       Loan Agreements related to 1995 Credit Facility*****
                i)          Credit Agreement, dated March 8, 1995, between Price Development Company,
                            Limited Partnership and Lexington Mortgage Company
                ii)         Note dated March 8, 1995
                iii)        Guaranty of Payment dated March 8, 1995 between the Company and Lexington
                            Mortgage Company
                iv)         Cash Collateral Account Security, Pledge and Assignment Agreement dated March
                            8, 1995 between Price Development Company, Limited Partnership, Bank One, Utah,
                            N.A. and Lexington Mortgage Company
                v)          Amended and Restated Credit Agreement dated June 29, 1995 between Price
                            Development Company, Limited Partnership, Merrill Lynch Mortgage Capital, Inc.
                            and Capital Market Assurance Corporation
                vi)         Amendment to Cash collateral Account, Security, Pledge and Assignment Agreement
                            dated June 29, 1995
                vii)        Reaffirmation of Guaranty dated June 29, 1995
10.16                       First Amendment to Second Amended and Restated Agreement of Limited Partnership
                            of Price Development Company, Limited Partnership***
10.17                       Second Amendment to Second Amended and Restated Agreement of Limited
                            Partnership of Price Development Company, Limited Partnership***
10.18                       Third Amendment to Second Amended and Restated Agreement of Limited Partnership
                            of Price Development Company, Limited Partnership******
10.19                       Rights Agreement between the Company and ChaseMellon Shareholder Services, LLC,
                            as Rights Agent****
10.20                       Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership
                            of Price Development Company, Limited Partnership
23.                         Consent of Independent Accountants
27.                         Financial Data Schedule
--------------------------
              * 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.
             ** Document was previously filed with the Company's Quarterly Report on Form 10-Q for the
                quarter ended September 30, 1998 and is incorporated herein by reference.
            *** 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.
           **** Documents were previously filed with the Company's current report on Form 8-K, dated August
                13, 1999, and are incorporated herein by reference.
          ***** 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.
         ****** 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.
</TABLE>

<PAGE>


                           INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

<S>                                                                     <C>
JP REALTY, INC.                                                         PAGE

Report of Independent Accountants                                       F-2

Consolidated Balance Sheet as of December 31, 1999 and 1998             F-3

Consolidated Statement of Operations for the years ended
 December 31, 1999, 1998 and 1997                                       F-4
Consolidated Statement of Stockholders' Equity                          F-5
Consolidated Statement of Cash Flows for the years ended
 December 31, 1999, 1998 and 1997                                       F-6

Notes to Consolidated Financial Statements                              F-7

Schedule II - Valuation and Qualifying Accounts                        F-20

Schedule III - Real Estate and Accumulated Depreciation                F-21
</TABLE>

<PAGE>

                           REPORT OF INDEPENDENT ACCOUNTANTS


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

      In our opinion, the consolidated financial statements and schedules
listed in the accompanying index, present fairly, in all material respects, the
financial position of JP Realty, Inc. and its subsidiaries at December 31, 1999
and 1998, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 1999, in conformity with
accounting principles generally accepted in the United States.  These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits.  We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for the opinion expressed above.



/s/ PricewaterhouseCoopers LLP
---------------------------------
PricewaterhouseCoopers LLP
Salt Lake City, Utah
February 2, 2000

<PAGE> F-2


                                JP REALTY, INC.
                          CONSOLIDATED BALANCE SHEET
                            (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                               December 31,                 December 31,
                                                                                   1999                        1998
                                                                            -------------------         -------------------
<S>                                                                         <C>                         <C>
ASSETS
Real Estate Assets
  Land                                                                      $           105,959         $           102,921
  Buildings                                                                             752,040                     684,762
                                                                            -------------------         -------------------
                                                                                        857,999                     787,683
  Less: Accumulated Depreciation                                                       (135,027)                   (114,136)
                                                                            -------------------         -------------------
  Operating Real Estate Assets                                                          722,972                     673,547
  Real Estate Under Development                                                          18,389                      28,073
                                                                            -------------------         -------------------
   Net Real Estate Assets                                                               741,361                     701,620
Cash                                                                                      7,767                       5,123
Restricted Cash                                                                           3,149                       3,605
Accounts Receivable, Net                                                                 10,368                       9,713
Deferred Charges, Net                                                                     7,526                       8,570
Other Assets                                                                              6,055                       4,524
                                                                            -------------------         -------------------
                                                                            $           776,226         $           733,155
                                                                            ===================         ===================

LIABILITIES AND STOCKHOLDERS' EQUITY
Borrowings                                                                  $           438,241         $           472,990
Accounts Payable and Accrued Expenses                                                    16,716                      20,411
Other Liabilities                                                                           847                         798
                                                                            -------------------         -------------------
                                                                                        455,804                     494,199
                                                                            -------------------         -------------------
Minority Interest
   Preferred Unitholders                                                                104,571                          --
   Common Unitholders                                                                    30,200                      32,267
   Consolidated Partnerships                                                              2,006                       1,743
                                                                            -------------------         -------------------
                                                                                        136,777                      34,010
                                                                            -------------------         -------------------

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                                                                                 --                          --
Series A Junior Participating Preferred Stock, $.0001 per
 share, 3,060,000 shares authorized, none issued or outstanding                              --                          --
Common Stock, $.0001 par value, 117,430,000 authorized,
 16,626,000 shares (excluding 857,000 shares held in treasury)
 and 17,441,000 shares issued and outstanding at
 December 31, 1999 and 1998, 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                                                              233,498                     233,061
Accumulated Distributions in Excess of Net Income                                       (35,489)                    (28,117)
Less: Treasury Stock, at cost                                                           (14,366)                         --
                                                                            -------------------          ------------------
                                                                                        183,645                     204,946
                                                                            -------------------          ------------------
                                                                            $           776,226          $          733,155
                                                                            ===================          ==================
</TABLE>

<PAGE> F-3
                                           JP REALTY, INC.
                                 CONSOLIDATED STATEMENT OF OPERATIONS
                             (DOLLARS IN THOUSANDS - EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
                                                                                   1999              1998             1997
                                                                               ------------      ------------     ------------
<S>                                                                            <C>               <C>              <C>
REVENUES
Minimum Rents                                                                  $     97,829      $     79,448     $     59,624
Percentage and Overage Rents                                                          4,906             4,491            3,896
Recoveries from Tenants                                                              29,471            23,778           18,199
Interest                                                                                637               404              546
Other                                                                                   722               948              708
                                                                               ------------      ------------     ------------
                                                                                    133,565           109,069           82,973
                                                                               ------------      ------------     ------------
EXPENSES
Operating and Maintenance                                                            22,142            17,366           12,990
Real Estate Taxes and Insurance                                                      14,141            11,640            8,546
Advertising and Promotions                                                              719               676              451
General and Administrative                                                            6,618             6,406            5,447
Depreciation                                                                         23,514            17,306           11,802
Amortization of Deferred Financing Costs                                              1,652             1,572              969
Amortization of Deferred Leasing Costs                                                  632               665              639
Interest                                                                             27,769            20,501            9,066
                                                                               ------------      ------------     ------------
                                                                                     97,187            76,132           49,910
                                                                               ------------      ------------     ------------
                                                                                     36,378            32,937           33,063

Minority Interest in Income of Consolidated Partnerships                               (349)             (277)            (273)
Gain on Sales of Real Estate                                                             --             1,096              339
                                                                               ------------      ------------     ------------
Income Before Extraordinary Item and Minority Interest
 of the Operating Partnership Unitholders                                            36,029            33,756           33,129
Minority Interest of the Operating Partnership Preferred Unitholders                 (4,429)               --               --
Minority Interest of the Operating Partnership Common Unitholders                    (5,452)           (5,806)          (5,675)
                                                                               ------------      ------------     ------------
Income Before Extraordinary Item                                                     26,148            27,950           27,454
Extraordinary Item - Loss on Early Extinguishment of Debt,
 Net of Minority Interest of the Operating Partnership Unitholders                     (801)               --             (133)
                                                                               ------------      ------------    -------------
  Net Income                                                                   $     25,347      $     27,950    $      27,321
                                                                               ============      ============    =============

Basic Earnings Per Share
 Income Before Extraordinary Item                                              $       1.49      $       1.59    $        1.57
 Extraordinary Item                                                                   (0.05)               --            (0.01)
                                                                               ------------      ------------    -------------
  Net Income                                                                   $       1.44      $       1.59    $        1.56
                                                                               ============      ============    =============

Diluted Earnings Per Share
 Income Before Extraordinary Item                                              $       1.49      $       1.58    $        1.56
 Extraordinary Item                                                                   (0.05)               --            (0.01)
                                                                               ------------      ------------    -------------
 Net Income                                                                    $       1.44      $       1.58    $        1.55
                                                                               ============      ============    =============
</TABLE>

<PAGE> F-4

                                              JP REALTY, INC.
                              CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                          (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                         ACCUMULATED
                                                                          ADDITIONAL     DISTRIBUTIONS
                                             SHARES OF       COMMON        PAID-IN        IN EXCESS      TREASURY
                                              STOCK*         STOCK*        CAPITAL       OF NET INCOME    STOCK        TOTAL
                                          -------------     ----------    ----------     -------------   ---------  -----------
<S>                                       <C>               <C>           <C>            <C>             <C>        <C>
Stockholders' Equity at December 31, 1996   16,074,000      $      2      $  193,229     $    (20,675)          --  $   172,556
Sale of Common Stock                         1,500,000            --          38,632               --           --       38,632
Stock Options Exercised                         12,000            --             234               --           --          234
Operating Partnership Common
 Units Converted                                 4,000            --              40               --           --           40
Net Income                                          --            --             --            27,321           --       27,321
Dividends Paid                                      --            --             --           (30,797)          --      (30,797)
                                          -------------     ----------    ----------     -------------   ---------  -----------
Stockholders' Equity at December 31, 1997   17,590,000             2         232,135           (24,151)          --      207,986
Stock Options Exercised                         51,000            --             923                --           --          923
Operating Partnership Common
 Units Converted                                    --            --               3                --           --            3
Net Income                                          --            --              --            27,950           --       27,950
Dividends Paid                                      --            --              --           (31,916)          --      (31,916)
                                          -------------     ----------    ----------     -------------   ---------  -----------
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      $  233,498      $    (35,489)   $ (14,366) $   183,645
                                          ============      ========      ==========      ============    =========  ===========
</TABLE>
--------------------
  * Includes Common Stock and 200,000 outstanding shares of Price Group Stock

<PAGE> F-6
                                       JP REALTY, INC.
                           CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                   For the Years Ended December 31,
                                                                         ------------------------------------------------------
                                                                               1999                1998               1997
                                                                         ---------------      --------------     --------------
<S>                                                                      <C>                  <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income                                                               $        25,347      $       27,950     $       27,321
Adjustments to Reconcile Net Income to Net Cash Provided
 by Operating Activities:
 Extraordinary Item, Net of Minority Interest                                        801                  --                133
 Depreciation                                                                     23,514              17,306             11,802
 Amortization                                                                      2,284               2,237              1,608
 Minority Interest in Income of Consolidated Partnerships                            349                 277                273
 Minority Interest of the Operating Partnership Preferred Unitholders              4,429                  --                 --
 Minority Interest of the Operating Partnership Common Unitholders                 5,452               5,806              5,675
 Gain on Sales of Real Estate                                                         --              (1,096)              (339)
 Real Estate Received due to Lease Termination                                    (1,957)                 --                 --
 Increase in Accounts Receivable, Net                                               (698)             (4,112)            (2,261)
 Increase in Deferred Charges                                                       (926)               (927)            (1,290)
(Decrease) Increase in Accounts Payable and Accrued Expenses                      (6,647)              3,739              3,368
 Increase in Other Assets                                                         (1,793)             (1,129)            (1,917)
                                                                         ---------------      --------------     --------------
   Net Cash Provided by Operating Activities                                      50,155              50,051             44,373
                                                                         ---------------      --------------     --------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Real Estate Assets, Developed or Acquired                                       (57,993)           (200,022)          (137,560)
 Proceeds from Sales of Real Estate                                                   --               1,289                469
 Decrease (Increase) in Restricted Cash                                              456              (1,140)               (93)
                                                                         ---------------      --------------     --------------
   Net Cash Used in Investing Activities                                         (57,537)          (199,873)           (137,184)
                                                                         ---------------      --------------     --------------
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from Borrowings                                                        125,842             289,384            219,088
 Repayment of Borrowings                                                        (160,591)            (99,784)          (123,320)
 Penalty Paid on Early Retirement of Debt                                           (527)                 --                 --
 Deferred Financing Costs                                                           (771)             (2,344)            (1,503)
 Net Proceeds from Sale of Common Stock
  and Stock Options Exercised                                                         --                 923             38,865
 Proceeds from Issuance of Preferred Units                                       104,571                  --                 --
 Distributions to Preferred Unitholders                                           (4,429)                 --                 --
 Capital Contribution by Minority Partner                                             --                  --              1,000
 Distributions to Minority Interest of Consolidated Partnerships                  (6,984)             (6,921)            (6,669)
   and Common Unitholders
 Dividends Paid to Stockholders                                                  (32,719)            (31,916)           (30,797)
 Repurchase of Common Stock                                                      (14,366)                 --                 --
                                                                         ---------------      --------------     --------------
   Net Cash Provided by Financing Activities                                      10,026             149,342             96,664
                                                                         ---------------      --------------     --------------
Net Increase (Decrease) in Cash                                                    2,644                (480)             3,853
Cash, Beginning of Period                                                          5,123               5,603              1,750
                                                                         ---------------      --------------     --------------
Cash, End of Period                                                      $         7,767     $         5,123     $        5,603
                                                                         ===============     ===============     ==============
</TABLE>

<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. (the "Company"), a Maryland Corporation, 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  and  owns  an  interest in and conducts  its  business
activities  through  Price  Development  Company,   Limited   Partnership  (the
"Operating  Partnership").  The Company owned an 82.2 and 82.7 percent  general
partnership interest  in  the  Operating  Partnership  at December 31, 1999 and
1998,  respectively.   The  Operating  Partnership  owns  a  portfolio   of  51
properties  (the  "Properties")  consisting  of  18 enclosed regional malls, 25
community  centers,  two  free-standing  retail Properties  and  six  mixed-use
commercial Properties located in the Western  United  States.   The tenant base
includes  primarily  national,  regional  and  local  retailers;  as such,  the
Company's credit risk is concentrated in the retail industry.

BASIS OF PRESENTATION

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

  The effect of all significant  intercompany  balances  and  transactions have
been eliminated in the consolidated presentation.  Certain amounts  in the 1998
and  1997  financial  statements have been reclassified to conform to the  1999
presentation.

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


2.SUMMARY OF SIGNIFICANT ACCOUNTING 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, 1999.

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

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

REVENUE RECOGNITION

  Certain  minimum  rents  are  recognized monthly based upon amounts which are
currently due from tenants, when such amounts are not materially different than
recognizing the fixed cash flow over  the  initial  term of the lease using the
straight-line  method.   All  other  minimum  rents  are recognized  using  the
straight-line method.

<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)

  On April 1, 1998, the Company stopped accruing revenues  for  percentage  and
overage rents based upon the adoption of Emerging Issues Task Force Issue 98-9.
On  January  1,  1999,  the  Company started accruing these revenues again on a
straight-line  basis  and  continued  to  do  so  through  December  31,  1999.
Beginning  January  1,  2000, the  Company  will  stop  accruing  revenues  for
Percentage and Overage Rents  based  upon  recent accounting guidance issued by
Staff  Accounting  Bulletin   No. 101 "Revenue  Recognition".   The  cumulative
effect of adopting this new guidance  will not be material to the first quarter
of 2000.

  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  $1,217  and $741 as of December 31,
1999 and 1998, respectively.

RESTRICTED CASH

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

DEFERRED CHARGES

  Deferred   charges   consist   principally  of  financing  fees  and  leasing
commissions paid to third parties.   These  costs  are amortized on a straight-
line  basis,  which  amounts,  for deferred financing fees,  approximate  those
amortized using the effective interest method, over the terms of the respective
agreements.  Deferred charges in  the  accompanying  consolidated balance sheet
are shown net of accumulated amortization of $8,335 and  $6,981  as of December
31, 1999 and 1998, 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 95% of its REIT  taxable income, as defined in the
Code,  and  satisfy  certain other requirements.   As  a  result,  the  Company
generally will not be subject to federal income taxation at the corporate level
on the income it distributes to stockholders.

RECENT ACCOUNTING PRONOUNCEMENTS

  In  June  1997, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of  Financial  Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and  Hedging  Activities".   SFAS  No.  133  establishes
accounting  and  reporting  standards  for  derivative  instruments,  including
certain  derivative  instruments  embedded  in other contracts, and for hedging
activities.  It requires that an entity recognize  all  derivatives  as  either
assets  or liabilities in the statement of financial position and measure those
instruments  at  fair  value.  This statement will be effective for the Company
beginning January 1, 2001.  The Company did not hold any derivative instruments
at December 31, 1999.


3. ACQUISITION AND DEVELOPMENTS (GLA AMOUNTS UNAUDITED)

ACQUISITION

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

<PAGE> F-8

                          JP Realty, Inc.
            Notes to Consolidated Financial Statements
         (Dollars in Thousands, Except Per Share Amounts)

3. ACQUISITION AND DEVELOPMENTS (GLA AMOUNTS UNAUDITED) (CONTINUED)

DEVELOPMENTS

  The   Operating  Partnership,  through  its  consolidated  partnership  Price
Spokane, Limited Partnership, has initiated the expansion of NorthTown Mall, an
enclosed  regional  mall in Spokane, Washington.  The project is expected to be
completed in the third  quarter  of  2000  and  will  add approximately 100,000
square  feet of gross leasable area (Company-owned leasable  area   within  the
Company's Properties ("GLA")).  At December 31, 1999, the Operating Partnership
had  expended   approximately  $10,828  for  expansion  costs  and  anticipates
expending an additional $9,408 to complete the project.

  The Operating Partnership  developed  the  Mall  at Sierra Vista, an enclosed
regional mall in Sierra Vista, Arizona.  The mall held  its  grand  opening  on
October  20,  1999  and  added approximately 335,000 square feet of total gross
leasable area (Company-owned  leasable area plus any tenant-owned leasable area
within the Company's Properties  ("Total  GLA")).   At  December  31, 1999, the
Operating Partnership had cumulative expenditures of approximately  $17,728 for
development costs and had leased approximately 94% of the mall.

  The Operating Partnership developed Provo Towne Centre, an enclosed  regional
mall   in   Provo,  Utah,  through  its  consolidated  partnership  Provo  Mall
Development Company, LTD.  The mall held it's grand opening on October 28, 1998
and added approximately  723,000  square  feet  of Total GLA as of December 31,
1998.  On November 11, 1999, Provo Towne Centre held  a  grand  opening for its
newly  developed  sixteen-screen  Cinemark  Theater  which  added approximately
74,000  square  feet  of additional GLA.  At December 31, 1999,  the  Operating
Partnership  had  cumulative   expenditures   of   approximately   $76,896  for
development costs and had leased approximately 96% of the mall.

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

  In  August 1998, the Company completed an expansion at Boise Towne Square  in
Boise, Idaho adding 294,804 square feet of Total GLA.  Dillard's was added as a
new anchor  with  approximately  186,500  square  feet  of  Total  GLA, The Bon
March<e'>  expanded  its space by approximately 44,900 square feet of  GLA  and
approximately 63,400 square feet of additional shop GLA was added.

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

  The first phase of construction at Boise  Towne  Plaza in Boise, Idaho opened
in November 1997, adding 76,414 square feet of retail space.  The Company added
approximately 15,000 square feet of GLA at Boise Towne  Plaza  in  March  1998.
During  1999,  approximately  18,000  square feet of GLA was developed at Boise
Towne Plaza.  At December 31, 1999, Total  GLA  for the plaza was approximately
109,500 square feet.

  The Operating Partnership, through its consolidated  partnership Spokane Mall
Development Company, Limited Partnership, completed the  development of Spokane
Valley Mall located in Spokane, Washington and held a grand  opening  on August
13,  1997.   Additional activities included the development of two freestanding
pads during 1999  and two freestanding pads during 1998, which included a Sears
Tire and Battery Shop, a Pier 1 Imports, an Outback Steakhouse and a Red Robin.
The partnership had  cumulative  expenditures  of approximately $65,886 for the
mall.  At December 31, 1999, the mall contained  approximately  724,000  square
feet of Total GLA and was approximately 93% leased.

<PAGE> F-9

                          JP Realty, Inc.
            Notes to Consolidated Financial Statements
         (Dollars in Thousands, Except Per Share Amounts)

4. BORROWINGS
<TABLE>
<CAPTION>
                                                                                                  DECEMBER 31,
                                                                                         --------------------------------
<S>                                                                                      <C>               <C>
                                                                                              1999               1998
                                                                                         --------------    --------------
Notes, unsecured; interest at 7.29%, maturing 2005 to 2008                               $      100,000    $      100,000
Credit facility, unsecured; weighted average interest at 6.10%
 during 1999 and 6.43% during 1998, due in 2000                                                  91,000           100,800
Mortgage payable, secured by real estate; interest at 6.68%, due in 2008                         83,382            84,277
Notes, secured by real estate; interest at 6.37%, due in 2001                                    61,223            95,000
Construction loan, secured by real estate; interest at 7.63% and 7.08% as of
 December 31, 1999 and 1998, respectively, due in 2001                                           43,792            27,550
Construction loan, secured by real estate; interest at 7.69% and 6.81% as of
 December 31, 1999 and 1998, respectively, due in 2001                                           41,600            47,505
Mortgage payable, secured by real estate; interest at 8.5%, due in 2000                          12,165            12,510
Other notes payable, secured by real estate; interest ranging from 7.0% to 9.99%,
 maturing 2000 to 2095                                                                            5,079             5,348
                                                                                         --------------    --------------
                                                                                         $      438,241    $      472,990
                                                                                         ==============    ==============
</TABLE>

CREDIT FACILITY

      On October 16, 1997, the Operating Partnership obtained a $150,000 three-
year  unsecured  credit facility (the "Credit Facility") from a group of banks.
On December 18, 1997, the amount was increased to $200,000.  The facility has a
three-year term and bears interest, at the option of the Operating Partnership,
at one, or a combination,  of  (i) the higher of the federal funds rate plus 50
basis points or the prime rate,  or (ii) LIBOR plus a spread of 70 to 130 basis
points.  The LIBOR spread is determined  by  the Operating Partnership's credit
rating and/or leverage ratio.  The Credit Facility  also includes a competitive
bid option in the amount of $100,000 which will allow the Operating Partnership
to solicit bids for borrowings from the bank group.   The  facility is used for
general  corporate  purposes  including stock repurchase, development,  working
capital, repayment of indebtedness  and/or amortization payments.  The facility
contains restrictive covenants including  limitations  on the amount of secured
and unsecured debt, and requires the Operating Partnership  to maintain certain
financial  ratios.   At  December  31, 1999, the Operating Partnership  was  in
compliance with all these covenants.   The Credit Facility is due October 2000,
at which time the Operating Partnership  will renew or refinance the loan.  The
Operating Partnership paid commitment fees on the Credit Facility totaling $506
and $514 in 1999 and 1998, respectively.

      On November 7, 1997, the Operating Partnership  borrowed $85,000 from the
Credit  Facility  and  utilized  the proceeds to retire and  cancel  previously
existing credit facilities and to  pay  for  development  activities.  Deferred
financing  costs  related  to  the canceled credit facilities were  written-off
resulting in an extraordinary loss  of  $133,  net of minority interest of $29.
On December 29, 1997, the Operating Partnership  borrowed an additional $42,000
to pay for the acquisition of Salem Center and for  development activities.  On
August  6,  1998, the Operating Partnership borrowed $43,500  from  its  Credit
Facility as part  of  the purchase of NorthTown Mall (Note 3).  In August 1998,
the Operating Partnership issued a $9,500 letter of credit backed by the Credit
Facility  to  the  NorthTown  Mall  first  mortgage  holder  to  guarantee  the
completion of additional  property  development  work.   The  Company  does not
expect  any  material losses to result from the letter of credit and management
is therefore of  the opinion that the fair value of this instrument at December
31, 1999 is zero.  During 1999, proceeds from the sale of cumulative redeemable
preferred units of  the  Operating Partnership were used to pay down the amount
outstanding  on  the Credit  Facility  (Note  5).   The  Operating  Partnership
borrowed an additional  $57,993  for  development  activities  during 1999.  At
December  31, 1999 and 1998, the Credit Facility had a balance of  $91,000  and
$100,800, respectively.

NOTES

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

<PAGE> F-10

                          JP Realty, Inc.
            Notes to Consolidated Financial Statements
         (Dollars in Thousands, Except Per Share Amounts)

4.    BORROWINGS (CONTINUED)

NOTES

      On  January  21,  1994,  a subsidiary of the Operating Partnership issued
$95,000 in secured notes bearing  interest at a fixed 6.37% per annum.  On July
21, 1999, the Operating Partnership  borrowed  $33,777 from the Credit Facility
to  reduce the notes to $61,223.  The transaction  unencumbered  four  regional
mall  Properties.   The  write-off  of  deferred financing costs related to the
reduction of the notes plus direct expenses,  including  a  prepayment penalty,
make up the extraordinary loss of $801, net of minority interest  of $184.  The
notes require quarterly interest payments and are due on January 21, 2001.  The
subsidiary has an option to extend the notes to January 21, 2003.

CONSTRUCTION LOANS

      On   September   4,   1998,  Provo  Mall  Development  Company,  LTD., a
consolidated partnership of  which the Operating  Partnership  is the  general
partner, entered  into  a $50,000  construction loan  facility.  The  proceeds
from the construction loan facility  have  been used to fund  the  development
and construction of Provo Towne Centre in Provo,  Utah.  The construction loan
facility,  which matures on July 1, 2001, with an  optional two-year extension,
is collateralized  by  Provo  Towne Centre  and  guaranteed  by the  Operating
Partnership.  The loan bears interest  at a variable rate indexed to the LIBOR
rate.  At December 31, 1999 and 1998, the loan had  a balance  of $43,792  and
$27,550, 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  is  collateralized by the Spokane Valley Mall and
guaranteed by the Operating Partnership.   On  July  30,  1999,  the  Operating
Partnership  borrowed  $5,905  from the Credit Facility to reduce the principal
outstanding on the construction  loan  and  exercised  the option to extend the
construction loan to August 2001.  The fee to extend the  loan  was  $154.  The
loan bears interest at a variable interest rate indexed to the LIBOR rate.   At
December  31,  1999  and  1998,  the loan had a balance of $41,600 and $47,505,
respectively.

MORTGAGES PAYABLE

      On  August  6, 1998, the Company,  through  a  consolidated  partnership,
acquired NorthTown  Mall.  The partnership obtained a new first mortgage in the
amount of $84,500.  The  loan  has  a  ten  year  term, 6.68% fixed rate, and a
thirty-year   amortization   payoff   schedule  with  a  balloon   payment   of
approximately $73,000.  At December 31,  1999  and 1998, the loan had a balance
of $83,382 and $84,277, respectively.

      In  June  1997,  the Operating Partnership assumed  a  mortgage  note  of
$24,755 as part of the acquisition  of Silver Lake Mall and retired portions of
the debt principally using borrowings  under  a  credit  facility.  The assumed
debt  bears  interest  at  a  fixed 8.5% per annum and has a maturity  date  of
October 1, 2000 when a balloon  payment  of  approximately  $11,887 is due.  At
December  31,  1999  and 1998, the loan had a balance of $12,165  and  $12,510,
respectively.

      Schedule of Maturities of Borrowings
<TABLE>
<CAPTION>
The following summarizes the scheduled maturities of borrowings at December 31,
1999:
                                                                      Total
                                                                   ----------
<S>                                                                <C>
Year
2000                                                               $  104,115
2001                                                                  149,200
2002                                                                    1,078
2003                                                                    1,426
2004                                                                    1,187
Thereafter                                                            181,235
                                                                   ----------
                                                                   $  438,241
                                                                   ==========
</TABLE>


<PAGE> F-11

                          JP Realty, Inc.
            Notes to Consolidated Financial Statements
         (Dollars in Thousands, Except Per Share Amounts)

5.    MINORITY INTEREST
<TABLE>
<CAPTION>
                                                    PREFERRED           COMMON         CONSOLIDATED
                                                  UNITHOLDERS        UNITHOLDERS       PARTNERSHIPS           TOTAL
                                                  ------------       -----------       ------------        ------------
<S>                                               <C>                <C>               <C>                 <C>
Minority Interest at December 31, 1996            $         --       $    32,110       $        668        $     32,778
Minority Interest Common Units Converted                    --               (40)                --                 (40)
Units Issued for Acquisition                                --             1,863                 --               1,863
Minority Interest Income                                    --             5,646                273               5,919
Contributions                                               --                --              1,000               1,000
Distributions Paid                                          --            (6,423)              (246)             (6,669)
                                                  ------------       -----------       ------------        ------------

Minority Interest at December 31, 1997                      --            33,156              1,695              34,851
Minority Interest Common Units Converted                    --                (3)                --                  (3)
Minority Interest Income                                    --             5,806                277               6,083
Distributions Paid                                          --            (6,692)              (229)             (6,921)
                                                  ------------       -----------       ------------        ------------

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             5,268                349              10,046
Distributions Paid                                      (4,429)           (6,898)               (86)            (11,413)
                                                  ------------       -----------       ------------        ------------
Minority Interest at December 31, 1999            $    104,571       $     30,200      $      2,006        $    136,777
                                                  ============       ============      ============        ============
</TABLE>

      In April 1999, the  Operating Partnership issued 510,000 Series A 8.75%
cumulative redeemable preferred  units  (the  "Series  A Preferred Units") in
exchange for a gross contribution of $12,750.  Each Series  A  Preferred Unit
represents a limited partnership interest with a liquidation value of twenty-
five  dollars  per  unit.  The Operating Partnership used the proceeds,  less
applicable transaction  costs  of  $405,  for  the  repayment  of  borrowings
outstanding  under the Credit Facility.  The Series A Preferred Units,  which
may be redeemed by the Operating Partnership on or after April 23, 2004, have
no stated maturity  or  mandatory redemption and are not convertible into any
other securities of the Operating  Partnership.  The Series A Preferred Units
are exchangeable at the option of the  preferred  unitholder at a rate of one
Series  A  Preferred  Unit  for  one share of the Company's  Series  A  8.75%
cumulative redeemable preferred stock  beginning  April  23,  2009 or earlier
under certain circumstances.

      On July 28, 1999, the Operating Partnership issued 3.8 million Series B
8.95% cumulative redeemable preferred units (the "Series B Preferred Units"),
in  exchange  for  a gross contribution of $95,000.  Each Series B  Preferred
Unit represents a limited  partnership  interest  with a liquidation value of
twenty-five dollars per unit.  The Company used the proceeds, less applicable
transaction costs of $2,774, to repay $90,000 in borrowings  under the Credit
Facility  and increase operating cash.  The Series B Preferred  Units,  which
may be redeemed  by 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.

      The Operating Partnership makes quarterly distributions to the Series A
and  Series  B  Preferred  unitholders  on  the last day of each March, June,
September  and December.  For the year ending  1999,  distributions  for  the
Series A and Series B Preferred Units were $768 and $3,661, respectively.

<PAGE> F-12

                          JP Realty, Inc.
            Notes to Consolidated Financial Statements
         (Dollars in Thousands, Except Per Share Amounts)

6.    STOCK

      The authorized  stock  of the Company consists of 200,000,000 shares of
stock,  of  which  7,370,000  shares   are  classified  as  Preferred  Stock,
117,430,000  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 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, if certain
requirements are met.

      In October 1999,  the  Board  of  Trustees  authorized  the  Company to
repurchase  up  to $25,000 of the Company's Common Stock through open  market
purchases and private  transactions.   Through December 31, 1999, the Company
had repurchased approximately 857,000 shares of Common Stock for a total cost
of approximately $14,366.  As of February  2,  2000,  approximately   190,000
additional shares of stock were purchased for $3,170.


7.    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) 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.


8.    RENTAL INCOME

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

      All  non-cancelable leases, assuming no new or renegotiated  leases  or
option extensions,  in  effect at December 31, 1999 provide for the following
minimum future rental income:

<TABLE>
<CAPTION>
<S>                                                                       <C>
Year                                                                          Total
----                                                                      -------------
2000                                                                      $      83,240
2001                                                                             76,351
2002                                                                             69,296
2003                                                                             62,277
2004                                                                             55,205
Thereafter                                                                      302,358
                                                                           ------------
                                                                           $    648,727
                                                                           ============
</TABLE>

<PAGE> F-13
                          JP Realty, Inc.
            Notes to Consolidated Financial Statements
         (Dollars in Thousands, Except Per Share Amounts)

9.    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>
                                                                              Total
                                                                         ---------------
<S>                                                                      <C>
Year
----
2000                                                                     $           986
2001                                                                                 998
2002                                                                               1,012
2003                                                                                 968
2004                                                                                 938
Thereafter                                                                        25,453
                                                                         ---------------
                                                                         $        30,355
                                                                         ===============
</TABLE>

      The Company recorded rental expense of $983, $971 and $550 for 1999, 1998
and 1997, 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.


10.   SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

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

      During 1999, 1998 and 1997, non-cash investing and financing transactions
included  an  increase in accounts  payable  of  $4,645,  $1,693,  and  $3,861,
respectively, related to building and development activities, the assumption of
debt related to the acquisition of Salem Center totaling $494 in December 1997,
the assumption  of debt related to the acquisition of Silver Lake Mall totaling
$24,755 in June 1997,  and  the  write-off  of capitalized tenant allowances of
$2,313, $657 and $406, respectively.  In addition,  the  holders  of  Operating
Partnership   units   elected  to  convert  41,718,  285  and  4,000  Operating
Partnership Common Units,  having  a  recorded  value of $437, $3 and $40, into
Common Stock in 1999, 1998 and 1997, respectively.

      Interest paid (net of capitalized amounts of $2,404, $3,754 and $3,509 in
1999, 1998 and 1997) aggregated $28,553, $17,763  and  $8,276 in 1999, 1998 and
1997, respectively.

      Purchase of the remaining 70% interest in Silver Lake  Mall, Ltd. in June
1997 was comprised of:

<TABLE>
<CAPTION>

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


11.   RELATED PARTY TRANSACTIONS

      The  Operating  Partnership  buys  computer  services from Alta  Computer
Services,  Inc. ("Alta").  Alta is majority owned by  three  directors  of  the
Company.  The  Operating Partnership paid $192, $175 and $200 in 1999, 1998 and
1997, respectively, for such services.

<PAGE> F-14
                          JP Realty, Inc.
            Notes to Consolidated Financial Statements
         (Dollars in Thousands, Except Per Share Amounts)

11.   RELATED PARTY TRANSACTIONS (CONTINUED)

      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, 1999.

      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 $113, $115 and
$105 in 1999, 1998 and 1997, 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)  a  commercial building in Salt Lake City, Utah, the owner  of
which paid the Company  a  management  fee  of  $2 in 1997 (the Chairman of the
Board  was  the general partner of the owner of this  building),  and  (iii)  a
commercial building  in  Albuquerque,  New  Mexico, the owner of which paid the
Company  a  management fee of $6 and $5 in 1999  and  1998,  respectively  (the
Chairman of the Board is the general partner owner of the building).


12.   STOCK INCENTIVE PLAN

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

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

<TABLE>
<CAPTION>
                                                1999                             1998                        1997
                                      --------------------------     --------------------------     -------------------------
<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         631,000     $     18.06         553,000   $     18.07         558,000   $      17.99
Granted                                   60,000           18.31         165,000         25.21           7,000          25.38
Exercised                                     --              --         (51,000)        17.92         (12,000)         18.64
Forfeited                                 (4,000)          22.43         (36,000)        22.49              --             --
                                      ----------     -----------     -----------   -----------     -----------   ------------
Outstanding at end of year               687,000*    $     19.55         631,000   $     21.37         553,000   $      18.07
                                      ==========     ===========     ===========   ===========     ===========   ============
Exercisable at end of year               494,000     $     18.41         360,000   $     18.06         277,000   $      17.87
                                      ==========     ===========     ===========   ===========     ===========   ============
</TABLE>
* The weighted average remaining contractual life of options outstanding  as of
  December  31,  1999  was  4  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:

<PAGE> F-15
                          JP Realty, Inc.
            Notes to Consolidated Financial Statements
         (Dollars in Thousands, Except Per Share Amounts)

12.   STOCK INCENTIVE PLAN (CONTINUED)

<TABLE>
<CAPTION>
                                                                     FOR THE YEAR ENDED DECEMBER 31,
                                                      ----------------------------------------------------------
<S>                                                   <C>                   <C>                  <C>
                                                           1999                  1998                  1997
                                                      ---------------       ---------------      ---------------
Net income
 As reported                                          $        25,347       $        27,950      $        27,321
 Proforma                                             $        25,276       $        27,838      $        27,283
Basic net income per share
 As reported                                          $          1.44       $          1.59      $          1.56
 Proforma                                             $          1.44       $          1.58      $          1.56
Diluted net income per share
 As reported                                          $          1.44       $          1.58      $          1.55
 Proforma                                             $          1.44       $          1.57      $          1.55
</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>
                                                            1999                  1998                 1997
                                                      ---------------       ---------------      ---------------
Risk free interest rate                                         4.79%                 5.51%                6.67%
Dividend yield                                                 11.09%                 7.14%                7.00%
Expected life                                                4 years               5 years              9 years
Expected volatility                                            16.40%                17.00%               16.50%
Weighted average per share fair value of
 options granted during the year                      $         0.55        $         2.08       $         2.53
</TABLE>


13.   EMPLOYEE BENEFIT PLAN

      The   Company   has   a  401(k)  profit  sharing  plan  which  permits
participating  employees  to  defer   up  to  a  maximum  of  15%  of  their
compensation up to the maximum allowed  by  the  Internal Revenue Code.  The
Company  matches  50%  of  the qualified employees' contributions  up  to  a
maximum of $1 per employee each  year.  Employees working a minimum of 1,000
hours per year who have completed  at least one year of service and attained
the age of 21 are qualified to participate  in  the  plan.   The  employees'
contributions  are  immediately  vested.  Additionally, the Company annually
contributes  3% of base salary to the  plan  for  each  qualified  employee.
Contributions  from  the Company vest based upon employees' years of service
beginning  at  20% per year  after  one  year  of  service.   The  Company's
contributions to  the  plan in 1999, 1998 and 1997 were $333, $279 and $225,
respectively.


14.   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, 1999 and 1998 are  reasonable estimates of their fair values
because of the short maturity of these financial instruments.

<PAGE> F-16
                          JP Realty, Inc.
            Notes to Consolidated Financial Statements
         (Dollars in Thousands, Except Per Share Amounts)

14.   FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

      Borrowings with an aggregate carrying  value  of $438,241 and $472,990
have an estimated aggregate fair value of $422,295 and  $472,690 at December
31, 1999 and 1998, respectively.  Estimated fair value is  based on interest
rates  currently  available  to the Company for issuance of borrowings  with
similar terms and remaining maturities.


15.   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 Year Ended December 31,
                                                           ----------------------------------------------------
<S>                                                        <C>              <C>                 <C>
                                                                1999              1998                1997
Income (Numerator)                                         --------------   ---------------     ---------------
  Before Extraordinary Item                                $       26,148   $        27,950     $        27,454
                                                           ==============   ===============     ===============
Shares of Stock (Denominator)
  Basic-average common shares of stock outstanding             17,561,000        17,620,000          17,471,000
  Add: Dilutive effect of stock options                            29,000           103,000             166,000
                                                           --------------   ---------------     ---------------
Diluted shares of stock                                        17,590,000        17,723,000          17,637,000
                                                           ==============   ===============     ===============

Per-Share Amounts - Income Before Extraordinary Item
  Basic                                                    $         1.49   $          1.59     $          1.57
                                                           ==============   ===============     ===============
  Diluted                                                  $         1.49   $          1.58     $          1.56
                                                           ==============   ===============     ===============
</TABLE>

      The Operating Partnership 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  Operating
Partnership Common  Unit are the same as the amounts allocated to a share of
Common Stock.  Options  to  purchase  687,000, 631,000 and 553,000 shares of
Common  Stock  were  outstanding  at  December  31,  1999,  1998  and  1997,
respectively (Note 12), a portion of which  has  been  reflected above using
the treasury stock method.


16.   SEGMENT INFORMATION (GLA AMOUNTS UNAUDITED)

      In 1998, the Company adopted SFAS No. 131, "Disclosures about Segments
of  an  Enterprise and Related Information".  The information  presents  the
Company's  three  reportable  segments  -  1)  regional  malls, 2) community
centers and 3) commercial Properties in conformity with SFAS No. 131.

      The  accounting  policies  of  the  segments  are  the same  as  those
described in the "Summary of Significant Accounting Policies."  Segment data
includes  total  revenues and property net operating income  (revenues  less
operating and maintenance  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  10,291,000  square  feet of Total GLA and
which range in size from approximately 296,000 to 1,171,000  square  feet of
Total GLA.

      The community center segment consists of 25 Properties in seven states
containing  approximately  3,362,000  square  feet  of  Total  GLA  and  two
freestanding retail Properties containing approximately 5,000 square feet of
GLA.

<PAGE> F-17
                          JP Realty, Inc.
            Notes to Consolidated Financial Statements
         (Dollars in Thousands, Except Per Share Amounts)

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

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

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

<TABLE>
<CAPTION>
                                                REGIONAL          COMMUNITY         COMMERCIAL
                                                 MALLS             CENTERS          PROPERTIES          OTHER           TOTAL
<S>                                           <C>               <C>               <C>                <C>             <C>
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

1998
----
Total Revenues                                     82,622              17,849             8,299             299         109,069
Property Operating Expenses (1)                   (23,895)             (4,144)           (1,643)             --         (29,682)
                                              -----------       -------------     -------------      ----------      ----------
Property NOI (2)                                   58,727              13,705             6,656             299          79,387
Unallocated Expenses (3)                               --                  --                --         (46,450)        (46,450)
Unallocated Minority Interest (4)                      --                  --                --          (6,083)         (6,083)
Unallocated Other (5)                                  --                  --                --           1,096           1,096
Consolidated Net Income                                --                  --                --              --          27,950
Additions to Real Estate Assets                   190,942                 845               597           5,470         197,854
Total Assets (6)                                  604,937              80,307            30,899          17,012         733,155

1997
----
Total Revenues                                     58,069              16,649             7,349             906          82,973
Property Operating Expenses (1)                   (16,175)             (4,053)           (1,759)             --         (21,987)
                                              -----------       -------------     -------------      ----------      ----------
Property NOI (2)                                   41,894              12,596            5,590              906          60,986
Unallocated Expenses (3)                               --                 --                --          (27,923)        (27,923)
Unallocated Minority Interest (4)                      --                 --                --           (5,948)         (5,948)
Unallocated Other (5)                                  --                 --                --              206             206
Consolidated Net Income                                --                 --                --               --          27,321
Additions to Real Estate Assets                   154,331             11,246               907               --         166,484
Total Assets (6)                                  423,800             80,274            31,909            9,701         545,684
</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-18
                          JP Realty, Inc.
            Notes to Consolidated Financial Statements
         (Dollars in Thousands, Except Per Share Amounts)

17. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

    Financial  information  for each of the quarters in
1999 and 1998 are as follows:

<TABLE>
<CAPTION>
                                                          FIRST          SECOND           THIRD         FOURTH          TOTAL
                                                       -----------     -----------     ----------     ----------     ----------
<S>                                                    <C>             <C>             <C>            <C>            <C>
YEAR ENDED 1999
---------------
Total Revenues                                         $    32,989     $    31,738     $   32,398     $   36,440     $  133,565
Income Before Extraordinary Item
 and Minority Interest                                       8,256           7,144          9,292         11,337         36,029
Net Income                                                   6,837           5,741          5,392          7,377         25,347
Basic Earnings Per Share                                      0.39            0.33           0.31           0.43           1.44**
Diluted Earnings Per Share                                    0.39            0.32           0.31           0.43           1.44**
Dividend Declared Per Share                                  0.465           0.465          0.465          0.480          1.875***

YEAR ENDED 1998
---------------
Total Revenues                                         $    24,503     $    24,407*    $   27,958*    $   32,201*    $  109,069
Income Before Minority Interest                              8,024           8,168          8,000          9,564         33,756
Net Income                                                   6,642           6,761          6,624          7,923         27,950
Basic Earnings Per Share                                      0.38            0.38           0.38           0.45           1.59**
Diluted Earnings Per Share                                    0.37            0.38           0.37           0.45           1.58**
Dividend Declared Per Share                                  0.450           0.450          0.450          0.465          1.815***
</TABLE>
--------------------------
*    1998 percentage and overage  rents have been restated to reflect
     the Company's accrual of these  revenues  on  the  straight line
     basis as allowed by the Emerging Issues Task Force in late 1998.
     As  a  result  of the restatement, percentage and overage  rents
     were adjusted for  the second, third and fourth quarters of 1998
     by $1,124, $912 and ($2,036), respectively.  (Note 2)
**   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.
***  Of  which  $.433  and $.308 represents a non-taxable  return  of
     capital for 1999 and 1998, respectively.


18.   PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

      The   following   unaudited    proforma   summary
financial information for 1999 and 1998,  is  presented
as  if  the 1998 acquisition of NorthTown Mall and  the
1999 issuances of Series A and Series B preferred units
had been consummated as of January 1, 1998.

<TABLE>
<CAPTION>
                                                              1999                1998
                                                          ------------        ------------
<S>                                                       <C>                 <C>
Revenues                                                  $    133,565        $    117,384
Income Before Extraordinary Item                          $     24,603        $     24,961
Net Income                                                $     23,802        $     24,961
Basic Earnings Per Share
Income Before Extraordinary Item                          $       1.40        $       1.42
    Net Income                                            $       1.36        $       1.42
Diluted Earnings Per Share
   Income Before Extraordinary Item                       $       1.40        $       1.41
   Net Income                                             $       1.35        $       1.41
</TABLE>

      The  proforma  financial  information  summarized
above  is  presented for information purposes only  and
may  not  be  indicative  of  what  actual  results  of
operations would  have been had the 1998 acquisition of
NorthTown Mall and  the  1999 issuances of Series A and
Series  B  preferred units been  completed  as  of  the
beginning of the periods presented, nor does it purport
to represent  the  results  of  operations  for  future
periods.

<PAGE> F-19
                                                                     SCHEDULE II

                                        JP REALTY, INC.
                               VALUATION AND QUALIFYING ACCOUNTS
                     FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                    (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, 1999
Allowance for uncollectible accounts              $        741          $   1,479           $     1,003          $     1,217
Year ended December 31, 1998
Allowance for uncollectible accounts              $        570          $     537           $       366          $       741
Year ended December 31, 1997
Allowance for uncollectible accounts              $        489          $     346           $       265          $       570
</TABLE>

<PAGE> F-20
                                                                    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                   BLDG. &            ACCUMULATED    DATE OF      DATE   LIVES
DESCRIPTION ENCUMBRANCES   LAND   IMPROVEMENTS ACQUISITION(1)  LAND   IMPROVEMENTS  TOTAL   DEPRECIATION CONSTRUCTION ACQUIRED YEARS
----------- ------------ -------- ------------ ------------- -------- ------------ -------- ------------ ------------ -------- -----
<S>         <C>          <C>      <C>          <C>           <C>      <C>          <C>      <C>          <C>          <C>      <C>
REGIONAL
MALLS
Animas
Valley
Mall,
Farmington,
NM          $         -- $  3,902 $     24,059 $       1,730 $  3,902 $     25,789 $ 29,691 $      2,893           --     1995    40
Boise Towne
Square,
Boise, ID         29,248    9,218           --        53,633    9,218       53,633   62,851       15,317      1987-88  1985-86  5-40
Cache
Valley
Mall,
Logan, UT             --      909           --         8,949      909        8,949    9,858        4,758      1975-76  1973-76 10-40
Cottonwood
Mall,
Holladay,
UT                17,884    7,514       20,776        31,820    7,514       52,596   60,110       21,429      1981-87     1980  4-40
Eastridge
Mall,
Casper, WY            --    4,300       19,896         6,332    4,300       26,228   30,528        2,716           --     1995    40
Grand Teton
Mall, Idaho
Falls, ID             --    5,802       28,614         4,367    7,743       31,040   38,783        2,865           --     1996    40
Mall at
Sierra
Vista,
Sierra
Vista, AZ             --    1,660       16,068            --    1,660       16,068   17,728           66      1998-99     1998    40
North
Plains
Mall,
Clovis,
NM                 4,928    2,664           --        13,015    2,664       13,015   15,679        3,990      1984-85  1979-84 10-40
NorthTown
Mall,
Spokane,
WA                83,382    6,902      120,458        11,220    6,902      131,678  138,580        4,263      1997-98     1997    40
Pine Ridge
Mall,
Pocatello,
ID                    --    1,883           --        21,934    1,883       21,934   23,817        8,990      1979-81     1979 10-40
Provo Towne
Centre,
Provo,
UT                46,792   13,829       41,820        21,247    9,360       67,536   76,896        2,249      1997-98     1997    40
Red Cliffs
Mall,
St. George,
UT                    --      903           --        13,846      903       13,846   14,749        3,619      1989-90     1989  3-40
Salem
Center,
Salem, OR             --    1,704       30,504           937    1,704       31,441   33,145        1,586           --     1997    40
Silver Lake
Mall, Coeur
d'Alene, ID       12,165    4,055       21,379           444    4,055       21,823   25,878        1,435           --     1997    40
Spokane
Valley
Mall,
Spokane, WA       41,600    6,645       34,341        24,900    6,745       59,141   65,886        4,552      1990-97     1990    40
Three
Rivers
Mall,
Kelso, WA          9,163    1,977           --        20,680    1,977       20,680   22,657        6,170      1986-87     1984 10-40
Visalia
Mall,
Visalia, CA           --    6,146       31,812         1,323    6,146       33,135   39,281        2,223           --     1997    40
White
Mountain
Mall, Rock
Springs, WY           --    1,120           --        15,550    1,120       15,550   16,670        6,642      1977-78     1977    40

COMMUNITY
CENTERS
Alameda
Plaza,
Pocatello,
ID                    --      500           --         3,365      500        3,365    3,865        2,007         1973     1973    40
Anaheim
Plaza,
Anaheim, CA           --       --           --         2,053       --        2,053    2,053           87      1980-81     1979    40
Austin
Bluffs
Plaza,
Colorado
Springs, CO           --    1,488           --         1,923    1,488        1,923    3,411          682         1985     1979  3-40
Bailey
Hills
Plaza,
Eugene,
OR                    --      157           --           297      157          297      454           61      1988-89     1988    40
Baskin
Robbins
17th St.,
Idaho
Falls, ID             --        9           67             7        9           74       83           23           --     1988    40
Boise
Plaza,
Boise, ID             --      322           --         1,529      322        1,529    1,851          976      1970-71     1970    40
Boise
Towne
Plaza,
Boise, ID             --    3,316        4,243         2,646    3,316        6,889   10,205          535      1996-97     1994    40
Cottonwood
Square,
Salt Lake
City, UT              --    1,926        3,535            43    1,926        3,578    5,504          358          --      1995    40
Division
Crossing,
Portland,
OR                    --    2,429           --         4,495    2,429        4,495    6,924        1,053     1990-91      1990 20-40
Fort Union
Plaza, Salt
Lake City
UT                    --       21           --         1,623       21        1,623    1,644          698     1979-84        --    40
Fremont
Plaza, Las
Vegas, NV             --       --           --         2,317       --        2,317    2,317        1,247     1976-80        --    40
Fry's
Shopping
Plaza,
Glendale,
AZ                    --      353           --         4,625    1,254        3,724    4,978        1,710     1980-81      1980    40
Gateway
Crossing,
Bountiful,
UT                    --    3,644           --         8,516    3,644        8,516   12,160        1,504     1990-92      1990    40
</TABLE>

<PAGE> F-21
                                                                    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                   BLDG. &            ACCUMULATED    DATE OF      DATE   LIVES
DESCRIPTION ENCUMBRANCES   LAND   IMPROVEMENTS ACQUISITION(1)  LAND   IMPROVEMENTS  TOTAL   DEPRECIATION CONSTRUCTION ACQUIRED YEARS
----------- ------------ -------- ------------ ------------- -------- ------------ -------- ------------ ------------ -------- -----
<S>         <C>          <C>      <C>          <C>           <C>      <C>          <C>      <C>          <C>          <C>      <C>
COMMUNITY
CENTERS
(CONTINUED)
Halsey
Crossing,
Gresham, OR           --       --           --        3,173        --       3,173     3,173         655       1989-91      --   4-40
Nephi Bank,
Nephi, UT             --       17          183           --        17         183       200         149            --    1976     --
North
Temple
Shops,
Salt Lake
City, UT              --       60           --          177        60         177       237          96          1970    1970     40
Orem Plaza
Center Street,
Orem, UT              --      371          330        1,111       344       1,468     1,812         718       1976-87    1973  10-40
Orem Plaza
State Street,
Orem, UT              --      126           --          697       126         697       823         391          1975    1973  29-40
Plaza 800,
Sparks, NV            --       33        2,969           42        33      3,011      3,044       1,830          1974      --     40
Plaza 9400,
Sandy, UT             --       --           --        4,570        --      4,570      4,570       2,181       1976-84      --  10-40
Red Cliffs
Plaza, St.
George, UT            --       --        2,403          215        --      2,618      2,618         315       1994-95  1994-95    40
River
Pointe
Plaza,
West Jordan
UT                    --    1,130           --        2,710     1,130      2,710      3,840         855       1987-88  1986-87  5-40
Riverside
Plaza,
Provo, UT             --      427        1,886        4,327       427      6,213      6,640       1,746       1978-81     1977    40
Twin Falls
Crossing,
Twin
Falls, ID             --      125           --          776       125        776        901         445          1976     1975    40
University
Crossing,
Orem,
UT                    --      230           --        5,027       230      5,027      5,257       1,960       1971-92     1971    40
Woodlands
Village,
Flagstaff,
AZ                    --    2,068        5,329          236     2,068      5,565      7,633         752            --     1994    40
Yellowstone
Square,
Idaho
Falls, ID             --      355           --        4,527       355      4,527      4,882       2,791       1972-77     1972    40

COMMERCIAL
PROPERTIES
First
Security
Place,
Boise,
ID                    --      300           --        3,253       300      3,253      3,553       1,652       1978-80     1978 10-40
Price
Business
Center -
Commerce
Park,
West Valley
City, UT              --      415        2,109        8,803     1,147     10,180     11,327       1,864          1980  1973-95    40
Price
Business
Center-
Pioneer
Square,
Salt Lake
City, UT              --      658           --       10,061       651     10,068     10,719       3,559       1974-92     1973  3-40
Price
Business
Center-
South
Main,
Salt Lake
City, UT              --      317           --        2,127       295      2,149      2,444       1,116       1967-82  1966-81  3-40
Price
Business
Center-
Timesquare,
Salt Lake
City, UT              --      581           --        9,948       546      9,983     10,529       4,217       1974-80  1972-80  5-40
Sears-
Eastbay,
Provo, UT          1,591      275           --        2,079       275      2,079      2,354         561       1989-90     1989    40

OTHER REAL
ESTATE
Miscel-
laneous
Real Estate           --    1,164           17       10,415     4,059      7,537     11,596         470            --  1980-98    40
            ------------ -------- ------------ ------------ --------- ---------- ---------- -----------
TOTAL       $    246,753 $103,950 $    412,798 $    359,640 $ 105,959 $  770,429 $  876,388 $   135,027
            ============ ======== ============ ============ ========= ========== ========== ===========
</TABLE>
---------------------------
(1)   Included are development costs subsequent to acquisition or opening
      of property.

<PAGE> F-23
                                       JP REALTY, INC.
                            REAL ESTATE AND ACCUMULATED DEPRECIATION
                                   (DOLLARS IN THOUSANDS)


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

<TABLE>
<CAPTION>
                                                                           FOR THE YEARS ENDED DECEMBER 31,
                                                             --------------------------------------------------------
                                                                  1999                  1998                1997
                                                             ---------------      ---------------      --------------
<S>                                                          <C>                  <C>                 <C>
Real Estate Investments
 Balance at Beginning of Year                                $       815,756      $       619,371     $       453,241
 Acquisitions                                                             --              128,000              96,615
 Improvements                                                         62,945               69,854              69,921
 Disposition of Property                                              (2,313)              (1,469)               (406)
                                                             ---------------      ---------------     ---------------
Balance at End of Year                                       $       876,388      $       815,756     $       619,371
                                                             ===============      ===============     ===============
Accumulated Depreciation
 Balance at Beginning of Year                                $       114,136      $        98,404      $       87,318
 Depreciation                                                         23,204               17,072              11,492
 Depreciation of Disposed Property                                    (2,313)              (1,340)               (406)
                                                             ---------------      ---------------      --------------
Balance at End of Year                                       $       135,027      $       114,136      $       98,404
                                                             ===============      ===============      ==============
</TABLE>