SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                       FORM 10-K
(Mark One)

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

                                              OR

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

                    For the transition period from _________ to __________


                                Commission file number 1-12560


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

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

</TABLE>
              Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>

<C>                                                     <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         No
                                                 /X/        / /

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

    The aggregate market value of the voting stock held  by   non-affiliates of
the  Registrant was  $334,250,176  as of  March 11, 1999.  The aggregate market
value  has  been computed based on a price of $19 3/8  per share,  the  closing
price of the stock on the New York Stock Exchange on March 11, 1999.

                         Shares Outstanding at March 11, 1999
            17,440,547 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 1999 Annual Meeting of
Stockholders scheduled to be held on
May 5, 1999 are  incorporated  by reference into Part III of this Annual Report
on Form 10-K.
<PAGE> 1

      Certain matters discussed  under  the captions "Business and Properties",
"Management's Discussion and Analysis of  Financial  Condition  and  Results of
Operations",  "Quantitative and Qualitative Disclosures About Market Risk"  and
elsewhere in this  Annual  Report on Form 10-K and the information incorporated
by reference herein may constitute  forward-looking  statements 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  malls,
community  centers  and  other commercial and retail properties in Utah, Idaho,
Colorado, Arizona, Nevada, New Mexico and Wyoming (the "Intermountain Region"),
as  well  as  in  Oregon,  Washington   and   California   (together  with  the
Intermountain  Region  the  "Western  States").   The  Company  was  formed  on
September 8, 1993 to continue and expand the business, commenced  in  1957,  of
certain  companies  (the  "Predecessor  Companies") affiliated with John Price,
Chairman of the Board and Chief Executive  Officer  of the Company. The Company
conducts all of its business operations through, and  as  of  December 31, 1998
held an 83% controlling general partner interest in, Price Development Company,
Limited   Partnership,   a   Maryland   limited   partnership  (the  "Operating
Partnership").   As of December 31, 1998, the Company,  through  the  Operating
Partnership, held  a  portfolio consisting of 50 properties (the "Properties"),
including 17 enclosed regional  malls,  25  community  centers  with  two free-
standing  retail  properties located in ten states and six mixed-use commercial
properties located  primarily  in  the  Salt Lake City, Utah metropolitan area.
Since 1976, the Company and the Predecessor Companies have been responsible for
developing more retail malls in the region  covered  by  Utah, Idaho, Colorado,
Nevada,  New  Mexico  and Wyoming than any other developer having  constructed,
developed or redeveloped  12  malls in the region (as well as three other malls
in Oregon and Washington).

      Based on total gross leasable  area (Company-owned leasable area plus any
tenant-owned leasable area within the Company's Properties or "Total GLA"), the
Company owns and operates the largest  retail property portfolio in each of the
states  of  Utah, Idaho and Wyoming, and is  one  of  the  leading  owners  and
operators of  retail  shopping  center  properties throughout the Intermountain
Region.  As of December 31, 1998, the Company's  retail  portfolio contained an
aggregate  of 13,000,760 square feet of Total GLA and its commercial  portfolio
contained an  aggregate  of  1,353,576  square  feet  of  gross  leasable  area
(Company-owned  leasable area within the Company's Properties or "GLA").  Based
on Total GLA, the  Company's retail properties were approximately 94% leased as
of December 31, 1998,  and,  based  on  GLA,  its  commercial  properties  were
approximately  86%  leased  as  of  that date.  For the year ended December 31,
1998,  the  regional malls, community centers  and  the  commercial  properties
contributed approximately 74.3%, 17.3% and 8.4%, respectively, to the Company's
consolidated net operating income.

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

      In January, 1994, the Company completed a series of transactions intended
to allow it  to  reorganize  and  continue  the  business  of  the  Predecessor
Companies  through  the  Operating Partnership.  As part of these transactions,
the Company issued 13,029,500  shares  of  common  stock  ("Common Stock") in a
public offering, issued 200,000 shares of Price Group Stock  to Fairfax Realty,
Inc. ("Fairfax"), a company controlled by John Price, and incurred  $95 million
in  fixed rate mortgage debt (the "Mortgage Debt") together with $9 million  in
additional  mortgage debt (the "Additional Mortgage Debt"). Net proceeds of the
sale of Common  Stock  were used by the Company to purchase its general partner
interest in the Operating Partnership, which
<PAGE> 2

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

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

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

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

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

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

      Each of the Company's regional  malls  is  the  premier and dominant mall
and,  in  some  cases,  the only mall within its trade area  and  is  generally
considered  to  be the financial,  economic  and  social  center  for  a  given
geographic area.   The  trade  areas  surrounding  the  Company's  malls have a
drawing  radius,  depending  on the mall, ranging from five to over 150  miles.
The malls have attracted as anchor  tenants  some  of  the leading national and
regional  retail  companies  such  as  JCPenney, Nordstrom, Wal-Mart,  The  Bon
March<e'>, Sears, Dillard's, Mervyn's and  ZCMI.   The 17 regional malls in the
portfolio contain an aggregate of approximately 9,810,000  square feet of Total
GLA and range in size from approximately 296,000 to 1,171,000   square  feet of
Total  GLA.   The community center portfolio consists of 25 Properties in seven
states containing  over  3,186,000   square  feet  of Total GLA.  The two free-
standing retail properties contain a total of approximately  5,000  square feet
of  GLA.   The  commercial  portfolio,  which  includes 38 commercial buildings
containing approximately 1,354,000 square feet of  GLA, is primarily located in
the Salt Lake City, Utah area where the Company's headquarters are located.
<PAGE> 3

PROPERTIES

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>

<PAGE> 4

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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>
<PAGE> 5

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

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

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

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

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

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

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

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

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

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

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


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

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


<PAGE> 6
<TABLE>
<CAPTION>
                                                                RETAIL PROPETIES (continued)

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

</TABLE>
<TABLE>
<CAPTION>
                                                       COMMERCIAL PROPERTIES

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

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

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


SIGNIFICANT PROPERTIES

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

BOISE TOWNE SQUARE

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

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

      The  Company  leases  approximately  two  acres  which  is  utilized  for
perimeter parking and  landscaping  from  Union  Pacific  Railroad Company on a
year-to-year basis from December 1 to November 30 at a current  rental  rate of
$25,000  per  year.  Boise Towne Square is part of the collateral securing  the
Mortgage Debt and  the Company believes it is adequately insured.  Depreciation
is taken utilizing the straight line method over 40 years with a net book basis
of approximately $44,720,000, $31,301,000 and $32,543,000 at December 31, 1998,
1997 and 1996, respectively.   It  is  the Company's policy to renovate, expand
and upgrade as warranted by market conditions.
<PAGE> 8

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

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

<TABLE>
<CAPTION>

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

(1) Excludes tenants paying percentage rents in lieu of minimum rents.
<PAGE> 9
 
NORTHTOWN MALL

      On  August 6, 1998, the Company purchased NorthTown  Mall,  a  two-level,
949,880 square  foot  regional  mall, located in Spokane, Washington. NorthTown
Mall  is Spokane's largest mall with  competition  coming  from  the  Company's
Spokane  Valley  Mall  as well as one other mall and several community centers.
As  of December 31, 1998,  the  mall  was  90.8%  leased.   Its  major  tenants
occupying  10%  or  more  of  Total  GLA  are all department stores and include
JCPenney and Sears.  Sears owns its own land  and buildings and is subject to a
Construction, Operation and Reciprocal Easement Agreement that expires in 2040,
while  JCPenney's lease is for a term of 20 years,  expiring  in 2011 with six,
five-year extension options.

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

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

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

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

THE COMPANY'S LARGEST TENANTS

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

      ANCHORS

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

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

<TABLE>
<CAPTION>
                                                                                                                        COMPANY-
                                      NUMBER OF                                                                          OWNED
                                       ANCHOR          COMPANY-         ANCHOR-         ANCHOR         PERCENT          ANCHORS
                                       STORES            OWNED           OWNED         TOTAL GLA      TOTAL GLA         AS % OF
            ANCHOR                                      SQUARE          SQUARE          SQUARE                        REVENUE (1)
                                                         FEET            FEET            FEET
-------------------------     ------------------     -----------     -----------     -----------     ------------   ------------- 
<S>                           <C>                   <C>             <C>            <C>            <C>              <C>
JCPenney                                 17            1,203,754         243,591       1,447,345        10.08%           4.05%
Sears                                    12              546,847         513,776       1,060,623         7.39%           2.77%
The Bon March<e'>                         7              499,846         120,420         620,266         4.32%           2.95%
ZCMI                                      5              562,754              --         562,754         3.92%           2.01%
Dillard's                                 3               72,212         387,630         459,842         3.20%              *
Wal-Mart                                  3               86,944         210,128         297,072         2.07%              *
Mervyn's                                  3                   --         241,560         241,560         1.68%             --
Meier & Frank                             1                   --         183,500         183,500         1.28%             --
The Emporium                              3              153,003              --         153,003         1.07%              *
Gottschalk's                              1              150,000              --         150,000         1.04%              *
ShopKo                                    1                   --         111,500         111,500         0.78%             --
Lamonts                                   2               80,953              --          80,953         0.56%              *
Target                                    1                   --          75,883          75,883         0.53%             --
Nordstrom                                 1                   --          72,000          72,000         0.50%             --
</TABLE>
-------------------------------
*    Less than 1%
(1)  Revenue defined as minimum rents plus percentage rents
<PAGE> 11
          
  Anchor tenants occupying  the  greatest  amount of Total GLA in the Company's
community centers are ShopKo, Albertsons, Fred Meyer, Burlington Coat, Safeway,
Wal-Mart,  Rite  Aid  and Macey's.  Anchors in  the  community  centers  occupy
approximately 70.2% of Total GLA of the community centers.  The following table
summarizes the Total GLA  owned  and  leased  as  of December 31, 1998 by these
anchors:

<TABLE>
<CAPTION>


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

ShopKo ................                    4             104,000           297,140           401,140        2.79%           *
Albertsons ............                    8             269,098            41,407           310,505        2.16%           *
Fred Meyer ............                    3             309,944                --           309,944        2.16%           *
Burlington Coat (2) ...                    2             174,248                --           174,248        1.21%           *
Safeway................                    2              52,764            53,000           105,764        0.74%           *
Wal-Mart...............                    1                  --           102,440           102,440        0.71%          --
Rite Aid  .............                    2              70,583                --            70,583        0.49%           *
Macey's ...............                    1              59,350                --            59,350        0.41%           *
</TABLE>
--------------------------
*      Less than 1%.
(1)    Revenue defined as minimum rents plus percentage rents.
(2)    Sublease from Fred Meyer, Inc.


MAJOR TENANTS

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

LEASES

      Most of the Company's leases are long-term leases that contain fixed base
rents and  step-ups  in  rent  typically  occurring  every three to five years.
These leases generally pass through to the tenant the  tenant's share of common
area charges, including insurance costs and real estate  taxes.  Generally, all
of the regional mall leases and certain of the community center  leases include
roof  and structure repair costs in common area charges.  The Company's  leases
also generally  provide  for  additional  rents based on a percentage of tenant
sales.  For the years ended December 31, 1998,  1997  and 1996, such percentage
and   overage   rents  accounted  for  approximately  5.4%,  6.1%   and   7.2%,
respectively, of  total  rental income from the Properties owned by the Company
during such periods.       
<PAGE> 12
         
      The following table sets forth information relating to the Rental Revenue
from the Properties for the periods indicated:

<TABLE>
<CAPTION>
                                                                       YEARS ENDED DECEMBER 31,
                                        ------------------------------------------------------------------------------------------

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

VACANT SPACE

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

     The following tables set forth information  relating  to lease expirations
for  retail  stores  in  the regional malls and community centers  as  well  as
commercial property leases in effect as of December 31, 1998, over the ten-year
period commencing January  1, 1999 and thereafter for large stores (over 20,000
square feet) and small stores  (20,000  square  feet  or  less)  at  the retail
properties  and  for all leases at the commercial properties.  Unless otherwise
indicated, all information  set  forth  below  assumes that none of the tenants
exercise  renewal options and excludes leases that  had  not  commenced  as  of
December 31, 1998.
<PAGE> 13

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

          LEASE EXPIRATION                    NUMBER OF            APPROXIMATE         ANNUALIZED             AVERAGE
             YEAR ENDING                       LEASES                GLA IN               BASE            ANNUALIZED BASE
            DECEMBER 31,                      EXPIRING             SQUARE FEET         RENT UNDER         RENT PER SQUARE
                                                                                        EXPIRING            FOOT UNDER
                                                                                         LEASES              EXPIRING
                                                                                                             LEASES(1)
--------------------------------      -------------------       -----------------    --------------       ----------------
<S>                                  <C>                      <C>                  <C>                   <C>
1999                                                    2              73,986       $      218,487                 $2.95
2000                                                   --                  --                   --                    --
2001                                                    5             272,458              791,332                  2.90
2002                                                    3             127,597              642,998                  5.04
2003                                                    3             106,613              330,302                  3.10
2004                                                    3             291,298              663,001                  2.28
2005                                                    1              33,421              111,605                  3.34
2006                                                    2             147,560              440,236                  2.98
2007                                                    1              50,061              222,992                  4.45
2008 and thereafter                                    28           2,372,049           10,675,993                  4.50
                                       -------------------       --------------   
Total                                                  48           3,475,043
                                       ===================       ==============         
</TABLE>



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

1999                                                          113          181,346            $ 3,081,739          $       16.99
2000                                                          158          301,621              5,161,646                  17.11
2001                                                          136          249,115              4,098,901                  16.45
2002                                                          132          296,556              5,302,230                  17.88
2003                                                          110          236,738              4,208,747                  17.78
2004                                                           81          227,827              4,196,402                  18.42
2005                                                           68          149,676              3,407,675                  22.77
2006                                                           59          144,845              3,293,996                  22.74
2007                                                           88          204,671              4,907,566                  23.98
2008 and thereafter                                           189          643,782             12,182,991                  18.92
                                                     ------------       --------------    
Total                                                       1,134        2,636,177
                                                     ============       ==============
 </TABLE>
 ---------------------------
(1)  Excludes tenants paying percentage rents in lieu of minimum rents.
<PAGE> 14
                                                      

<TABLE>
<CAPTION>
                                                         COMMUNITY CENTERS
                                                       Lease Expirations for
                                           Retail Store Leases (over 20,000 square feet)
                                                                                               ANNUALIZED              AVERAGE
                                                     NUMBER OF                                    BASE             ANNUALIZED BASE
             LEASE EXPIRATION                         LEASES              APPROXIMATE          RENT UNDER          RENT PER SQUARE
                YEAR ENDING                          EXPIRING               GLA IN              EXPIRING             FOOT UNDER
               DECEMBER 31,                                               SQUARE FEET            LEASES               EXPIRING
                                                                                                                      LEASES(1)     
-----------------------------------------          -------------           ------------      --------------         -------------
<S>                                               <C>                   <C>                <C>                    <C>
1999                                                          --                    --       $         --         $            --
2000                                                           3               119,045            406,579                    3.42
2001                                                           4               323,260            749,011                    2.32
2002                                                           2               133,861            343,645                    2.57
2003                                                           6               246,867            751,486                    3.04
2004                                                           2               129,525            287,956                    2.22
2005                                                          --                    --                 --                      --
2006                                                           1                37,680            122,460                    3.25
2007                                                           2                90,960            120,000                    1.32
2008 and thereafter                                           17               659,771          4,675,462                    7.09
-----------------------------------------          -------------           -----------    
Total                                                         37             1,740,969
                                                   =============           ===========
</TABLE>

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

(1)  Excludes tenants paying percentage rents in lieu of minimum rents.
<PAGE> 15

                                                RETAIL PROPERTIES (CONTINUED)

<TABLE>
<CAPTION>
                                                       Lease Expirations for
                                                       Commercial Properties
                                                                                               ANNUALIZED              AVERAGE
                                                       NUMBER OF                                  BASE             ANNUALIZED BASE
               LEASE EXPIRATION                         LEASES            APPROXIMATE          RENT UNDER          RENT PER SQUARE
                  YEAR ENDING                          EXPIRING             GLA IN              EXPIRING             FOOT UNDER
                 DECEMBER 31,                                             SQUARE FEET            LEASES               EXPIRING
                                                                                                                      LEASES(1)
--------------------------------------------          -----------      ---------------       ---------------       --------------
<S>                                                  <C>              <C>                    <C>                  <C>            
1999                                                           14           201,730            $ 1,023,036                 $5.07
2000                                                           12           362,289              1,944,174                  5.37
2001                                                            8            57,920                309,550                  5.34
2002                                                            9           167,186              1,171,248                  7.01
2003                                                            6           185,127              1,056,971                  5.71
2004                                                            2            72,880                360,691                  4.95
2005                                                           --                --                     --                    --
2006                                                           --                --                     --                    --
2007                                                           --                --                     --                    --
2008 and thereafter                                             2            82,829                428,558                  5.17
--------------------------------------------          -----------      ---------------       
Total                                                          53         1,129,961
                                                      ===========      ===============          
</TABLE>

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

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

OPERATIONS AND MANAGEMENT

      The  Company  performs  all  property  management  functions  for   the
Properties.   At  December  31, 1998, the Company had 359 full-time employees
devoted exclusively to property  management.   Each of the regional malls has
on-site management and maintenance personnel as  well as a marketing staff to
assist the mall tenants in promoting and advertising their products.  Overall
supervision of mall operations, headed by a Director  of  Enclosed  Malls, is
conducted in a centralized fashion in order to take advantage of economies of
scale and to deliver a uniform presentation of all management functions.  The
Company's  internal  property  management  information  system enables it  to
quickly  determine  tenant status, tenant gross sales, insurance,  and  other
critical information  in  order to effectively manage the affairs of its real
property portfolio.  The data collected regarding percentage sales allows the
Company to predict sales, to retain tenants and enhance mall stability.

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

      The Company's property management efforts will continue  to be directed
toward  improving the attractiveness and appeal of its retail properties  and
providing a pleasant shopping environment in order to increase overall tenant
sales and rents.  The Company strives to meet the needs of its tenants in the
areas of  promotion,  marketing  and ongoing management of its properties and
seeks to bring together a sufficient  critical  mass of complementary upscale
and  brand-name  tenants.  As part of its property  management  efforts,  the
Company monitors tenant  mix,  store size, sales results and store locations,
and works closely with tenants to  improve  the  overall performance of their
stores.  The Company seeks to anticipate trends in the retailing industry and
introduce  new  retail  names  and  concepts  into its retail  properties  in
response  to these trends.  The Company maintains  its  malls  and  community
centers to very high standards and believes that the aesthetics, ambiance and
cleanliness of these Properties contribute to repeat visits by customers.
<PAGE> 16 

ACQUISITION

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

DEVELOPMENT

      Since 1976,  the  Company  and  the  Predecessor  Companies  have  been
responsible  for  developing more retail malls in the region covered by Utah,
Idaho, Colorado, Nevada,  New  Mexico  and  Wyoming than any other developer,
having constructed, developed or redeveloped  12 malls in the region (as well
as three other malls in Oregon and Washington).   The  Company  maintains the
in-house  capability  to  bring  a  project from concept to completion.   The
Leasing/Development Department had a  total  of  29  full-time  employees  at
December  31,  1998,  including  directors  of  Leasing,  Development, Tenant
Coordination and Design/Drafting.

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

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

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

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

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

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

THIRD-PARTY PROPERTY MANAGEMENT

      The  Company  provides third-party property management  for  an  office
building and a commercial  building  located  in  the greater Salt Lake City,
Utah  metropolitan area, a commercial building located  in  Albuquerque,  New
Mexico  and  Silver Lake Plaza, a community center, located in Coeur d'Alene,
Idaho.  In addition  to these arrangements, the Company plans to pursue other
property management opportunities.   Because  property management facilitates
an understanding of a property's value and potential  for  cash  flow growth,
the  Company  believes  that,  in  addition to generating property management
fees, third-party  property management arrangements can be a source of future
acquisitions for the Company.  For example,  the  Company  was  the  property
manager  for  Eastridge Mall and Silver Lake Mall prior to their acquisitions
by the Company.
<PAGE> 17

EMPLOYEES

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

ITEM 3.  LEGAL PROCEEDINGS

      The  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 of
the period covered by this report.

ITEM 4A.   EXECUTIVE OFFICERS OF THE REGISTRANTS

      The following table  sets forth certain information with respect to the
executive officers of the Company as of December 31, 1998:

<TABLE>
<CAPTION>
<S>                                            <C>          <C>          
NAME                                                AGE        POSITION
-------------------------                       -----------  ----------------------

John Price.........                                 65       Chairman of the Board of Directors and Chief Executive Officer
G. Rex Frazier ....                                 55       President, Chief Operating Officer and Director
Paul K. Mendenhall.                                 51       Vice President--Chief Investment Officer and Secretary
Martin G. Peterson.                                 52       Vice President--Administration
Greg Curtis........                                 48       Vice President--Management
David R. Sabey ....                                 49       Vice President and General Counsel
M. Scott Collins ..                                 43       Vice President--Chief Financial Officer and Treasurer
Terry Bybee........                                 50       Vice-President--Construction

</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 41  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 NAREIT Legislative  Advisory
Council, a member  of the NAREIT Board of Governors, a member of the Board of
Trustees of the Salt Lake Organizing Committee for 2002 Winter Olympic Games,
a trustee of the University  of  Utah,  a member of the Board of Directors of
the Utah State Fairpark Corporation which operates the Utah State Fairgrounds
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.
<PAGE> 18

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

      MARTIN  G.  PETERSON has served as Vice President-Administration  since
September,   1993,  prior   to   which   he   served   as   Vice   President-
Administration/Accounting  and  Treasurer  and  as  Assistant Vice President.
Prior  to January 1994, Mr. Peterson  served as Vice President-Administration
and Treasurer  of  Fairfax since 1978.  Mr. Peterson has been involved in the
real estate industry  since  1975.   He is a certified public accountant and,
prior to joining Fairfax, worked as a  senior  auditor for Price Waterhouse &
Co.  Mr. Peterson is a 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 November,
1998.  Mr. Bybee served  as Director of Construction, as Project Director and
as Project Manager for the  Company and Fairfax from October 1984.  Mr. Bybee
has been in the construction industry since 1969 and has been involved in all
facets of construction and real estate development.
<PAGE> 19                                       
                                                
                                        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."  Prior to the Offering of the Common Stock  on  January  14,
1994,  there  was no public market for the Common Stock.  As of March 11, 1999,
the sales price  for  the  Common  Stock  on  the  New  York Stock Exchange was
$19  3/8   per share.  As of March 11, 1999, there were  223 stockholders  of
record, of which 222 were  holders  of  Common Stock and one was a holder of
Price Group Stock.

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

<TABLE>
<CAPTION>

                                                          SALES PRICE
                                                --------------------------------
                                                                                          DISTRIBUTIONS
 YEAR ENDED 12/31/97                                 HIGH             LOW                   PER SHARE   
  ---------------------------------             ------------    ------------------      ----------------
<S>                                            <C>             <C>                     <C>
                                                                                       
           First Quarter                        $     27-1/2    $           25-3/8      $        $ .435

           Second Quarter                             27-1/2                24-7/8                 .435
                                                                                                                    
           Third Quarter                             27-7/16               24-1/16                 .435                          
                                                                        
           Fourth Quarter                           25-15/16              23-13/16                 .450
                                                                           
YEAR ENDED 12/31/98
------------------------------------
           First Quarter                         $  25-15/16     $          24-1/4        $        .450
                                                                      
           Second Quarter                            25-1/16                22-3/4                 .450
                                                                          
          Third Quarter                               24-1/4                19-1/4                 .450
                                                                          
          Fourth Quarter                             22-7/16                19-1/8                 .465
</TABLE>

      During   1998   and   1997,   the  Company  recorded  regular   quarterly
distributions totaling $31,916,000 and $30,797,000, respectively, or $1.815 and
$1.755 per share of Common Stock, respectively.   Of  the  amounts  paid during
1998 and 1997, 17% and 11%, respectively, represented a return of capital.  The
Board   of   Directors  has  declared  a  quarterly  distribution,  payable  to
stockholders of  record  as  of  April  6, 1999, of $.465 per share which is an
amount equivalent to an annual distribution  of $1.86 per share.  Distributions
on Price Group Stock are payable by the Company  at  a  rate per share equal to
80% of the distributions declared on Common Stock.  Future  distributions  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,  1998,  there  were  200,000 shares of Price Group Stock
outstanding.  In addition to receiving distributions  at a rate equal to 80% of
the distributions 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  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.
<PAGE> 20

ITEM 6.  SELECTED FINANCIAL DATA

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

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

                                    SELECTED FINANCIAL DATA
                        (Dollars in Thousands except per share amounts)
<TABLE>
<CAPTION>

                                            COMPANY         COMPANY         COMPANY        COMPANY                   PREDECESSOR
                                          YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED     COMPANY       COMPANY
                                           DECEMBER        DECEMBER        DECEMBER       DECEMBER      JANUARY 21,   JANUARY 1,
                                           31, 1998        31, 1997        31, 1996       31, 1995        1994 TO        1994 TO
                                                                                                        DECEMBER 31,   JANUARY 20,
                                                                                                          1994 (1)        1994
                                          ------------   -----------       ---------      ----------   ------------- -------------  
<S>                                       <C>           <C>               <C>            <C>          <C>           <C>       
Revenues                                    $109,069         $82,973         $72,949        $60,950       $50,071        $2,578
Expenses
Operating Expenses before Interest,
 Depreciation and Amortization                36,088          27,434          24,405         20,389        17,090           893
Interest                                      20,501           9,066           7,776          6,623         5,873           826
Depreciation and Amortization                 19,543          13,410          11,979         11,528         8,734           430
                                          ------------   -----------       ---------      ----------   ------------- -------------  
 Total                                        76,132          49,910          44,160         38,540        31,697         2,149
                                          ------------   -----------       ---------      ----------   ------------- -------------  
                                              32,937          33,063          28,789         22,410        18,374           429

Minority Interest in Income of
 Consolidated Partnerships                      (277)           (273)           (269)          (320)         (221)          --
Equity in Net Loss of Partnership Interest        --              --              --           (184)          (82)           7
Gain on Sales of Real Estate                   1,096             339              94            918            --           --
                                          ------------   -----------       ---------      ----------   ------------- -------------  
Income Before Extraordinary Item and
Minority Interest of the                      
 Operating Partnership Unitholders            33,756          33,129          28,614         22,824        18,071          436
Minority Interest of the
 Operating Partnership Unitholders            (5,806)         (5,675)         (5,244)        (4,646)       (3,943)          --
Extraordinary Item - Loss on
 Extinguishment of Debt,
 Net of Minority Interest of the                  
 Operating Partnership Unitholders                --            (133)            --             --         (5,215)          --
                                          ------------   -----------       ---------      ----------   ------------- -------------  
 Net Income                                  $27,950         $27,321         $23,370        $18,178        $8,913          $436
                                          ============   ===========       =========      ==========   ============= =============
Basic Earnings Per Share (2)
 Income Before Extraordinary Item              $1.59           $1.57           $1.46          $1.27         $1.07
 Extraordinary Item                               --           (0.01)             --             --         (0.40)
                                          ------------   -----------       ---------      ----------   -------------   
 Net Income                                    $1.59           $1.56           $1.46          $1.27         $0.67
                                          ============   ===========       =========      ==========   =============   
Diluted Earnings Per Share (2)
 Income Before Extraordinary Item              $1.58           $1.56           $1.45          $1.26         $1.07
 Extraordinary Item                               --           (0.01)             --             --         (0.40)
                                          ------------   -----------       ---------      ----------   -------------   
 Net Income                                    $1.58           $1.55           $1.45          $1.26     $    0.67
                                          ============   ===========       =========      ==========   =============      
Distributions per share                       $1.815          $1.755          $1.695         $1.635        $1.525
                                          ============   ===========       =========      ==========   =============
</TABLE>

<PAGE> 21

                                    SELECTED FINANCIAL DATA
                        (Dollars in Thousands except per share amounts)
<TABLE>
<CAPTION>
                                              COMPANY        COMPANY        COMPANY        COMPANY        COMPANY      PREDECESSOR
                                            YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     JANUARY 21,      COMPANY
                                             DECEMBER       DECEMBER       DECEMBER       DECEMBER        1994 TO      JANUARY 1,
                                             31, 1998       31, 1997       31, 1996       31, 1995       DECEMBER        1994 TO
                                                                                                            31,         JANUARY 20,
                                                                                                         1994 (1)         1994
                                            -----------     -----------    ----------    ----------      -----------   ------------
<S>                                         <C>            <C>            <C>            <C>            <C>           <C>        
BALANCE SHEET DATA

Real Estate, before Accumulated                
 Depreciation                                  $815,756       $619,371       $453,241       $388,205       $321,242           N/A
Total Assets                                    733,155        545,684        381,360        327,061        281,696           N/A
Borrowings                                      472,990        283,390        162,375        106,406        108,741           N/A
Shareholders' Equity                            204,946        207,986        172,556        175,754        127,593           N/A

OTHER DATA
Funds From Operations (3)                        50,397         45,028         39,195         32,139         26,083           859
Net Operating Income                             72,981         55,539         48,544         40,561         32,981         1,685


                                          NUMBER OF PROPERTIES/TOTAL GLA AT DECEMBER 31,

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

</TABLE>

(1)   The Company closed its initial public  offering of shares of Common Stock
      on January 21, 1994.
(2)   Basic  earnings  per share based on 17,620,000,  17,471,000,  16,048,000,
      14,345,000 and 13,231,000  weighted  average  number  of shares of Common
      Stock and Price Group Stock outstanding for the years ended  December 31,
      1998,  1997,  1996,  1995  and 1994, respectively.  Diluted earnings  per
      share  based  on  17,723,000,  17,637,000,   16,133,000,  14,411,000  and
      13,300,000  weighted  diluted average number of  shares  outstanding  for
      years ended December 31,  1998,  1997, 1996, 1995 and 1994, respectively.
      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 unit are the same as amounts allocated to  a  share of Common
      Stock.
(3)   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> 22                                                      

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

OVERVIEW

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

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

RESULTS OF OPERATIONS

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

     For the year ended December 31, 1998, income before extraordinary item and
minority interest of the Operating  Partnership  unitholders 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  a net
increase in depreciation and amortization of $6,133,000.

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

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

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

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

     Property operating  expenses,  including operating and maintenance expense
and real estate taxes and insurance expense  increased  $4,601,000  or  34% and
$3,094,000  or  36%,  respectively.   These  increases were attributable to the
acquisitions of
<PAGE> 23
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 as compared to $5,447,000.  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, Visalia Mall
and the opening of Spokane Valley  Mall,  Boise  Towne  Plaza  and  Provo Towne
Centre.

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

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

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

     For the year ended December 31, 1997, income before extraordinary item and
minority interest of the Operating Partnership unitholders increased $4,515,000
or  16% when compared to the year ended December 31, 1996.  The improvement  in
operations was primarily attributable to the following factors:  an increase in
minimum  rents  of  $7,177,000;  and  an increase in recoveries from tenants of
$2,642,000 and an increase in other revenues of $373,000.  These increases were
offset by an increase in operating expenses of $1,775,000; an increase in taxes
and insurance of $867,000; an increase in general and administrative expense of
$387,000; an increase in interest expense  of  $1,290,000 and a net increase in
depreciation and amortization of $1,431,000.

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

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

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

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

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

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

      Depreciation  expense  increased  $1,572,000  or  15%  to  $11,802,000 as
compared  to  $10,230,000  in  1996.   This  increase  is primarily due to  the
acquisitions of Grand Teton Mall, Silver Lake Mall, Visalia  Mall,  the opening
of the Spokane Valley Mall and tenant allowances given on existing GLA.
<PAGE> 24

LIQUIDITY AND CAPITAL RESOURCES

      The Company's principal uses of its liquidity and capital resources  have
historically   been  for  distributions,  property  acquisitions,  development,
expansion  and  renovation  programs  and  debt  repayment.   To  maintain  its
qualification as  a  REIT  under  the Internal Revenue Code of 1986, as amended
(the "Code"), the Company is required  to  distribute  to  its  shareholders at
least  95% of its "Real Estate Investment Trust Taxable Income" as  defined  in
the Code.   The Company declared quarterly distributions aggregating $1.815 per
share  in  1998.    Approximately  17%  of  the  Company's  1998  distributions
represented a return of capital.  Future distributions will be determined based
on actual results of operations and cash available for distribution.

      The Company's principal  source  of  liquidity  is  the  cash  flow  from
operations  generated  from  its  real  estate investments.  As of December 31,
1998, the Company's cash and restricted cash  amounted  to  approximately  $8.7
million.   In  addition  to its cash and restricted cash, unused capacity under
its $200 million credit facility  and $10 million credit facility totaled $99.7
million at year end.

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

      The Company prepares an annual capital expenditure and maintenance budget
for each Property which includes provisions for all necessary recurring capital
improvements.    The   Company  believes  that  its  undistributed  funds  from
operations will provide  the  necessary  funding  for  these requirements.  The
Company believes that these funds will be sufficient to cover (i) tenant finish
costs associated with the renewal or replacement of current  tenant  leases  as
existing  leases  expire  and  (ii)  capital  expenditures  which  will  not be
reimbursed  by  tenants.   During  1998,  the Company had capital expenditures,
excluding  acquisitions,  totaling  approximately   $66,363,000.   This  amount
consists  of  $57,892,000  in revenue enhancing construction  and  development,
$4,207,000 in revenue enhancing  tenant  allowances, $3,164,000, in non-revenue
enhancing tenant allowances and $437,000 in other non-revenue enhancing capital
expenditures.  The Company also paid $663,000 in leasing commissions to outside
parties.   Of  this  amount,  $532,000  was considered  revenue  enhancing  and
$131,000 was considered non-revenue enhancing.   Exclusive  of construction and
development, capital expenditures (both revenue and non-revenue  enhancing) for
the existing Properties are budgeted in 1999 to be approximately $6.9 million.

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

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

      The Company is also contemplating the expansion and renovation of several
of its existing properties and additional development projects and acquisitions
as a means to expand its portfolio.   The  Company  does not expect to generate
sufficient funds from operations to meet such long-term  needs  and  intends to
finance these amounts primarily through advances under the $200 million  credit
facility,  together  with  equity  and  debt  offerings and individual property
financing.  The availability of such financing  will  influence  the  Company's
decision  to  proceed  with,  and  the  pace of its development and acquisition
activities.
<PAGE> 25

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

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

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

      The Company's calculation of funds from operations is as follows:
<TABLE>
<CAPTION>
                                                                          (DOLLARS IN THOUSANDS)
<S>                                                        <C>                       <C>            
                                                                   COMPANY                 COMPANY
                                                                 HISTORICAL              HISTORICAL
                                                                 YEAR ENDED              YEAR ENDED
                                                                 DECEMBER 31,           DECEMBER 31,
                                                                    1998                    1997
                                                             ----------------          -------------

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

YEAR 2000 ISSUES

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

      The Company has  developed  a  comprehensive  strategy  for  updating its
systems  for  Y2K  compliance.   The  Company's  information  technology ("IT")
systems include software and hardware purchased from outside vendors,  as  well
as  in-house  developed  software.   The Company believes that vendor developed
software  and  hardware  will  be made Y2K  compliant  through  vendor-provided
updates or replacement with other Y2K compliant software and hardware that will
be installed, tested and in
<PAGE> 26

use  prior  to the end of 1999.  In-house developed
software is currently being identified and  assessed.   Modifications are being
and  will  continue  to  be made as necessary to bring such software  into  Y2K
compliance and validate such  in-house developed compliance prior to the end of
1999.

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

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

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

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

INFLATION

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

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

<PAGE> 27

OTHER MATTERS

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

      The statements contained in this annual report of  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,  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.
The Company has $297,135,000  of  fixed  rate  debt  consisting of $100,000,000
unsecured public bonds and $197,135,000 in mortgages and  notes secured by real
estate.  The various fixed rate debt instruments mature starting  in  the  year
2000 through 2095. The average rate of interest on the fixed rate debt is 6.9%.
When debt instruments of this type mature, the 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 does not have any fixed rate debt maturing in 1999.

      The Company's credit facilities  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, 1998, the Company had
approximately  $175,855,000  in outstanding variable rate debt. If the interest
rate for the Company's variable  rate  debt  increase or decreased by 1% during
1999, the Company's interest rate expense on its outstanding variable rate debt
would increase or decrease, as the case may be, by approximately $1,758,550.

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

<PAGE> 28

                                       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 1999
Annual Meeting of Stockholders  to  be  held on May 5, 1999 and is incorporated
herein by reference.

      Information regarding compliance with  Section  16(a)  of  the Securities
Exchange  Act  of  1934  appears  under  the  heading "Section 16(a) Beneficial
Ownership Reporting Compliance" in the Company's  proxy  statement  relating to
its  1999  Annual  Meeting  of  Stockholders  to be held on May 5, 1999 and  is
incorporated herein by reference.

      Information regarding the Company's Executive Officers appears in Item 4A
of Part I of this 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 1999
Annual  Meeting  of  Stockholders to be held on May 5, 1999 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 1999 Annual Meeting of Stockholders
to be held on May 5, 1999 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  1999  Annual  Meeting  of
Stockholders to be held on May 5, 1999 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)  Reports on Form 8-K

            None

       (c)  Exhibits
<PAGE> 29

                           EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                                                                                                  Page
Number       DESCRIPTION                                                                                Number
--------     -------------                                                                              ------
<S>          <C>                                                                                               
3.1          Amended and Restated Articles of Incorporation the Company (3(a))*
3.2          Amended and Restated Bylaws of the Company (3(b))*
4.1          Specimen of Common Stock Certificate (4)*
10.1         Amended and Restated Agreement of Limited Partnership of Price Development
             Company, Limited Partnership (10(a))*
10.2         Agreement of Limited Partnership of Price Financing Partnership, L.P. (10(b))*
10.3         Loan Agreements related to Mortgage Debt and related documents (10(c))*
             i)           Deed of Trust, Mortgage, Security Agreement and Assignment of Leases and Rents
                         of Price Financing Partnership, L.P.
             ii)         Intentionally Omitted
             iii)        Indenture between Price Capital Corp. and a Trustee
             iv)         Limited Guarantee Agreement (Guarantee of Collection) for outside investors
             v)          Limited Guarantee Agreement (Guarantee of Collection) for Price Group Investors
             vi)         Cash Collateral Account Security, Pledge and Assignment Agreement among Price
                         Financing Partnership, L.P., Price Capital Corp. and Continental Bank N.A.
             vii)        Note Issuance Agency Agreement between Price Capital Corp. and Price Financing
                         Partnership, L.P.
             viii)       Management and Leasing Agreement among Price Financing Partnership, L.P. and
                         Price Development Company, Limited Partnership
             ix)         Assignment of Management and Leasing Agreement of Price Financing Partnership,
                         L.P.
10.4          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 Groundlease between Price Development Company and Alvin Malstrom
              as Trustee and C.F. Malstrom, dated December 31, 1985. (Groundlease for Plaza
              9400) (10(j))*
10.11         Lease Agreement between The Corporation of the President of the Church of Jesus
              Christ of Latter Day Saints and Price-James and Assumptions, dated September
              24, 1979.  (Groundlease for Anaheim Plaza) (10(k))*
10.12         Indenture of Lease between Ambrose and Zelda Motta and Cordova Village, dated
              July 26, 1974, and Amendments and Transfers thereto. (Groundlease for Fort
              Union Plaza) (10(i))*
10.13         Lease Agreement between Advance Management Corporation and Price Rentals, Inc.
              and dated August 1, 1975 and Amendments thereto. (Groundlease for Price
              Fremont) (10(m))*
10.14         Groundlease between Aldo Rossi and Price Development Company, dated June 1,
              1989, and related documents.  (Groundlease for Halsey Crossing) (10(n))*
</TABLE>
<PAGE> 30

                           EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT                                                                                                                   PAGE
NUMBER                                                      DESCRIPTION                                                 NUMBER
<S>           <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 as
              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                     Second Amendment to Amended and Restated Agreement of Limited Partnership of
                          Price Development Company, Limited Partnership.
23.                       Consent of Independent Accountants
27.                       Financial Data Schedule
            * 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.
           ** Documents were previously filed with the Company's Annual Report on Form 10-K for the year
              ended December 31, 1997 and are incorporated herein by reference.
</TABLE>

<PAGE> 31

                           EXHIBIT INDEX

                                    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   19, 1999
</TABLE>


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

<TABLE>
<CAPTION>
 NAME                                                      TITLE                                  DATE
<S>                                          <C>           <C>                                    <C>
/S/ JOHN PRICE                                             Chairman of the Board of Directors,    March   19, 1999
-----------------------------------
            John Price

/S/ G. REX FRAZIER                                         Chief Executive Officer and Director   March   19, 1999
-----------------------------------                        (Principal Executive Officer)
            G. Rex Frazier                                 President, Chief Operating Officer    
                                                           and Director

/S/ M. SCOTT COLLINS                                       Vice President, Chief Financial        March   19, 1999
-----------------------------------                        Officer and Treasurer (Principal
            M. Scott Collins                               Financial and Accounting Officer)


/S/ WARREN P. KING                                         Director                               March   19, 1999
-----------------------------------
              Warren P. King


/S/ SAM W. SOUVALL                                         Director                               March   19, 1999
-----------------------------------
              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))*
4.1                      Specimen of Common Stock Certificate (4)*
10.1                     Amended and Restated Agreement of Limited Partnership of Price Development
                         Company, Limited Partnership (10(a))*
10.2                     Agreement of Limited Partnership of Price Financing Partnership, L.P. (10(b))*
10.3                     Loan Agreements related to Mortgage Debt and related documents (10(c))*
             i)          Deed of Trust, Mortgage, Security Agreement and Assignment of Leases and Rents
                         of Price Financing Partnership, L.P.
             ii)         Intentionally Omitted
             iii)        Indenture between Price Capital Corp. and a Trustee
             iv)         Limited Guarantee Agreement (Guarantee of Collection) for outside investors
             v)          Limited Guarantee Agreement (Guarantee of Collection) for Price Group
                         Investors
             vi)         Cash Collateral Account Security, Pledge and Assignment Agreement among Price
                         Financing Partnership, L.P., Price Capital Corp. and Continental Bank N.A.
             vii)        Note Issuance Agency Agreement between Price Capital Corp. and Price Financing
                         Partnership, L.P.
             viii)       Management and Leasing Agreement among Price Financing Partnership, L.P. and
                         Price Development Company, Limited Partnership
             ix)         Assignment of Management and Leasing Agreement of Price Financing Partnership,
                         L.P.
10.4                     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 Groundlease between Price Development Company and Alvin Malstrom
                         as Trustee and C.F. Malstrom, dated December 31, 1985. (Groundlease for Plaza
                         9400) (10(j))*
10.11                    Lease Agreement between The Corporation of the President of the Church of
                         Jesus Christ of Latter Day Saints and Price-James and Assumptions, dated
                         September 24, 1979.  (Groundlease for Anaheim Plaza) (10(k))*
10.12                    Indenture of Lease between Ambrose and Zelda Motta and Cordova Village, dated
                         July 26, 1974, and Amendments and Transfers thereto. (Groundlease for Fort
                         Union Plaza) (10(i)*
10.13                    Lease Agreement between Advance Management Corporation and Price Rentals, Inc.
                         and dated August 1, 1975 and Amendments thereto. (Groundlease for Price
                         Fremont) (10(m))*
10.14                    Groundlease between Aldo Rossi and Price Development Company, dated June 1,
                         1989, and related documents.  (Groundlease for Halsey Crossing) (10(n))*
</TABLE>                 

<TABLE>
<CAPTION>
EXHIBIT                                                     DESCRIPTION                                           PAGE
NUMBER                                                                                                          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 as
              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                     Second Amendment to Amended and Restated Agreement of Limited Partnership of
                          Price Development Company, Limited Partnership.
23.                       Consent of Independent Accountants
27.                       Financial Data Schedule
            * 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.
           ** Documents were previously filed with the Company's Annual Report on Form 10-K for the year
              ended December 31, 1997 and are incorporated herein by reference
</TABLE>
<PAGE>

                           INDEX TO FINANCIAL STATEMENTS



JP REALTY, INC.

                                                                   PAGE

Report of Independent Accountants                                    F-2

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

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

Consolidated Statement of Shareholders' Equity                       F-5

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

Notes to Consolidated Financial Statements                           F-7

Schedule II - Valuation and Qualifying Accounts                     F-19

Schedule III - Real Estate and Accumulated Depreciation             F-20

<PAGE> F-1


                           REPORT OF INDEPENDENT ACCOUNTANTS



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

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



/S/ PRICEWATERHOUSECOOPERS LLP
------------------------------
PricewaterhouseCoopers LLP
Salt Lake City, Utah
February 3, 1999
<PAGE> F-2


                                JP REALTY, INC.
                          CONSOLIDATED BALANCE SHEET
                            (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                       December 31,                       DECEMBER 31,
                                                                           1998                               1997
                                                                      -----------------                ---------------
<S>                                                                  <C>                               <C>
ASSETS
 Real Estate Assets
  Land ..........................................                     $         102,921                 $       95,523
  Buildings .....................................                               684,762                        490,183
                                                                      -----------------                 --------------
                                                                                787,683                        585,706
  Less: Accumulated Depreciation  ...............                              (114,136)                       (98,404)
                                                                      -----------------                 --------------
  Operating Real Estate Assets  .................                               673,547                        487,302
  Real Estate Under Development  ................                                28,073                         33,665
                                                                      -----------------                 --------------
    Net Real Estate Assets  .....................                               701,620                        520,967
Cash.............................................                                 5,123                          5,603
Restricted Cash..................................                                 3,605                          2,465
Accounts Receivable, Net  .......................                                 9,713                          5,759
Deferred Charges, Net ...........................                                 8,570                          7,536
Other Assets.....................................                                 4,524                          3,354
                                                                      -----------------                 --------------
                                                                      $         733,155                 $      545,684
                                                                      =================                 ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Borrowings ......................................                     $         472,990                 $      283,390
Accounts Payable and Accrued Expenses  ..........                                20,411                         18,840
Other Liabilities ...............................                                   798                            617
                                                                      -----------------                 --------------
                                                                                494,199                        302,847
                                                                      -----------------                 --------------
Minority Interests ..............................                                34,010                         34,851
                                                                      -----------------                 --------------

Commitments and Contingencies

SHAREHOLDERS' EQUITY
Common Stock, $.0001 par value, 124,800,000 shares
  authorized, 17,441,000 shares and 17,390,000 shares
  issued and outstanding at December 31, 1998 and 1997,
  respectively ...................................                                    2                              2
Price Group Stock, $.0001 par value, 200,000 shares
  authorized, issued and outstanding .............                                   --                             --
  Excess Stock, 75,000,000 shares authorized......                                   --                             --
  Additional Paid-in Capital......................                              233,061                        232,135
  Accumulated Distributions in Excess of Net Income                             (28,117)                       (24,151)
                                                                      -----------------                 --------------
                                                                                204,946                        207,986
                                                                      -----------------                 --------------
                                                                      $         733,155                 $      545,684
                                                                      =================                 ==============


                                   See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE> F-3


JP REALTY, INC.
CONSOLIDATED STATEMENT OF
OPERATIONS
(DOLLARS IN THOUSANDS - EXCEPT PER
SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                         1998             1997            1996
                                                     ----------       ----------        ----------
<S>                                                  <C>              <C>               <C>
REVENUES 
Minimum Rents .................................      $   79,448       $   59,624        $   52,447
Percentage and Overage Rents ..................           4,491            3,896             4,061
Recoveries from Tenants .......................          23,778           18,199            15,557
Interest ......................................             404              546               549
Other..........................................             948              708               335
                                                     ----------       ----------        ----------
                                                        109,069           82,973            72,949
                                                     ----------       ----------        ----------
EXPENSES
Operating and Maintenance......................          17,366           12,990            11,240
Real Estate Taxes and Insurance ...............          11,640            8,546             7,679
Advertising and Promotions.....................             676              451               426
General and Administrative.....................           6,406            5,447             5,060
Depreciation  ..........................                 17,306           11,802            10,230
Amortization of Deferred Financing Costs  .....           1,572              969             1,085
Amortization of Deferred Leasing Costs ........             665              639               664
Interest ...............................                 20,501            9,066             7,776
                                                     ----------      -----------        ----------
                                                         76,132           49,910            44,160
                                                     ----------      -----------        ----------
                                                         32,937           33,063            28,789

Minority Interest in Income of Consolidated
 Partnerships                                              (277)            (273)             (269)
Gain on Sales of Real Estate ..................           1,096              339                94
                                                     ----------      -----------        ----------
Income Before Extraordinary Item and Minority
 Interest of the Operating Partnership
 Unitholders  ................................           33,756           33,129            28,614
Minority Interest of the Operating Partnership           
Unitholders....................................          (5,806)          (5,675)           (5,244)
                                                     ----------      -----------        ----------
Income Before Extraordinary Item  .............          27,950           27,454            23,370
Extraordinary Item - Loss on Extinguishment of Debt,
 Net of Minority Interest of the Operating
  Partnership Unitholders                                    --             (133)               --
                                                     ----------      -----------        ----------
Net Income ....................................      $   27,950       $   27,321        $   23,370
                                                     ==========      ===========        ==========

Basic Earnings Per Share
 Income Before Extraordinary Item  ............          $ 1.59           $ 1.57       $      1.46
 Extraordinary Item............................              --            (0.01)               --
                                                     ----------      -----------        ----------
Net Income ....................................          $ 1.59           $ 1.56       $      1.46
                                                     ==========      ===========       ===========
Diluted Earnings Per Share
 Income Before Extraordinary Item  ............          $ 1.58           $ 1.56       $      1.45
 Extraordinary Item............................              --            (0.01)               --
                                                     ----------      -----------        ----------
Net Income ....................................          $ 1.58           $ 1.55       $      1.45
                                                     ==========      ===========       ===========

</TABLE>

           See accompanying notes to consolidated financial statements.
<PAGE> F-4



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


<TABLE>
<CAPTION>
                                                                                                   ACCUMULATED
                                                                                  ADDITIONAL      DISTRIBUTIONS
                                                                                    PAID-IN            IN             
                                                SHARES *           STOCK*           CAPITAL         EXCESS OF
                                                                                                   NET INCOME          TOTAL  
                                               ----------        ----------       -----------     -------------    ------------
<S>                                            <C>              <C>              <C>             <C>               <C>
Shareholders' Equity at December 31,           
1995................................           16,036,000        $        2       $ 192,658       $    (16,906)     $  175,754

Stock Options Exercised ............               22,000                --             407                 --             407
Operating Partnership Units Converted              16,000                --             164                 --             164
Net Income ...................                         --                --              --             23,370          23,370
Distributions Paid ..................                  --                --              --            (27,139)        (27,139)
                                               ----------          --------         -------         ----------        --------
Shareholders' 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 Units Converted               4,000                --              40                 --              40
Net Income ...................                         --                --              --             27,321          27,321
Distributions Paid ..................                  --                --              --            (30,797)        (30,797)
                                               ----------          --------         -------         ----------        --------
Shareholders' Equity at December 31,           
1997.................................          17,590,000                 2         232,135            (24,151)        207,986
Stock Options Exercised .............              51,000                --             923                 --             923
Operating Partnership Units Converted                  --                --               3                 --               3
Net Income ...................                         --                --              --             27,950          27,950
Distributions Paid ..................                  --                --              --            (31,916)        (31,916)
                                               ----------          --------         -------          ---------        --------
Shareholders' Equity at December 31,           
1998.................................          17,641,000        $        2       $ 233,061         $  (28,117)    $   204,946
                                               ==========          ========         =======          =========        ========
</TABLE>

  * Includes Common and Price Group Stock

<PAGE> F-5


          See accompanying notes to consolidated financial statements.


                                      JP REALTY, INC.
                           CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (DOLLARS IN THOUSANDS)



<TABLE>
<CAPTION>
                                                                                    For the Year Ended December 31
                                                                         ---------------------------------------------------
<S>                                                                     <C>                 <C>                 <C>
                                                                              1998                1997                1996
                                                                         -----------         ------------        -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income                                                               $   27,950          $   27,321          $  23,370
Adjustments to Reconcile Net Income to Net Cash Provided
 by Operating Activities:
 Depreciation                                                                17,306              11,802             10,230
 Amortization                                                                 2,237               1,608              1,749
 Minority Interest in Income of Consolidated Partnerships                       277                 273                269
 Minority Interest of the Operating Partnership Unitholders                   5,806               5,675              5,244
 Unitholders' Interest in Extraordinary Item                                     --                 (29)                --
 Gain on Sales of Real Estate                                                (1,096)               (339)               (94)
 Increase in Accounts Receivable                                             (4,112)             (2,261)              (786)
 Increase in Deferred Charges                                                  (927)             (1,128)              (387)
 Increase in Accounts Payable and Accrued Expenses                            3,739               3,368              3,774
 Increase in Other Assets                                                    (1,129)             (1,917)              (295)
                                                                         -----------         ------------        -----------
  Net Cash Provided by Operating Activities                                  50,051              44,373             43,074
                                                                         -----------         ------------        -----------
 CASH FLOWS FROM INVESTING ACTIVITIES
 Real Estate Assets, Developed or Acquired                                 (200,022)           (137,560)           (65,323)
 Proceeds from Sales of Real Estate                                           1,289                 469                 --
 (Increase) Decrease in Restricted Cash                                      (1,140)                (93)                92
                                                                         -----------         ------------        -----------
  Net Cash Used in Investing Activities                                    (199,873)           (137,184)           (65,231)
                                                                         -----------         ------------        -----------
 CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from Borrowings                                                   289,384             219,088             65,442
 Repayment of Borrowings                                                    (99,784)           (123,320)            (9,473)
 Deferred Financing Costs                                                    (2,344)             (1,503)                --
 Net Proceeds from Sale of Common Stock
  and Sock Options Exercised                                                    923              38,865                407
 Capital Contribution by Minority Partner                                        --               1,000                 --
 Distributions to Minority Interests and Unitholders                         (6,921)             (6,669)            (7,157)
 Distributions Paid to Shareholders                                         (31,916)            (30,797)           (27,139)
                                                                         -----------         ------------        -----------
   Net Cash Provided by Financing Activities                                149,342              96,664             22,080
                                                                         -----------         ------------        -----------
Net (Decrease) Increase in Cash                                                (480)              3,853                (77)
Cash, Beginning of Period                                                     5,603               1,750              1,827
                                                                         -----------         ------------        -----------
Cash, End of Period                                                      $    5,123          $    5,603         $    1,750
                                                                         ===========         ============       ============
</TABLE>


              See accompanying notes to consolidated financial statements.

<PAGE> F-6

                          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 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  82.7  percent  general partnership interest in the Operating
Partnership at December 31, 1998 and  1997.   The  Operating Partnership owns a
portfolio  of  50  properties  consisting  of 17 enclosed  regional  malls,  25
community  centers,  two  free-standing retail  properties  and  six  mixed-use
commercial properties located  in  the  Western United States.  The tenant base
includes  primarily  national,  regional and  local  retailers;  as  such,  the
Company's credit risk is concentrated in the retail industry.

BASIS OF PRESENTATION

  The accompanying consolidated financial  statements  include  the accounts of
the 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 1997
and 1996 financial statements  have  been reclassified to conform with the 1998
presentation.

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

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICES

REAL ESTATE ASSETS

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

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

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

REVENUE RECOGNITION

  Certain minimum rents are recognized monthly  based  upon  amounts  which are
currently due from tenants, when such amounts are not materially different than
recognizing  the  fixed cash flow over the initial term of the lease using  the
straight-line method.   All  other  minimum  rents  are  recognized  using  the
straight-line  method.   Effective  April  1,  1998,  the Company prospectively
adopted  the  provisions  of  Issue  No.  98-9  ("EITF  98-9")  Accounting  for
Contingent Rent in Interim Financial
Periods, which was issued on May 21, 1998 by the Financial Accounting Standards
Board Emerging Issues Task Force and which
significantly changed the Company's recognition of percentage and overage rents
revenue in interim periods.  Prior to the
<PAGE> F-7

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)
adoption  of  EITF 98-9, the Company recognized percentage  and  overage  rents
revenue monthly  on  an accrual basis based on estimated annual amounts.  Under
the provisions of EITF 98-9, percentage and overage rents revenue is recognized
in  the interim periods  in  which  the  specified  target  that  triggers  the
contingent  rental income is achieved. The adoption of EITF 98-9 did not have a
material impact  on  the  amount of annual percentage and overage rents revenue
recognized  in 1998.  The Company  receives  reimbursements  from  tenants  for
certain costs as provided in the lease agreements.  These costs consist of real
estate taxes,  insurance,  common area maintenance and other recoverable costs.
Recoveries from tenants are  recognized  monthly  on  an accrual basis based on
estimated amounts.

  An allowance for doubtful accounts has been provided  against  the portion of
tenant  accounts  receivable  which  is estimated to be uncollectible.   Tenant
accounts receivable in the accompanying  consolidated  balance  sheet are shown
net of allowance for doubtful accounts of $741 and $570 as of December 31, 1998
and 1997, respectively.

RESTRICTED CASH

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

DEFERRED CHARGES

  Deferred  charges  consist  principally   of   financing   fees  and  leasing
commissions paid to third parties.  These costs are amortized  on  a  straight-
line  basis,  which  amounts  approximate  those  amortized using the effective
interest method, over the terms of the respective agreements.  Deferred charges
in the accompanying consolidated balance sheet are  shown  net  of  accumulated
amortization   of  $6,981  and  $5,857  as  of  December  31,  1998  and  1997,
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 shareholders 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 shareholders.

RECENT ACCOUNTING PRONOUNCEMENTS

  In  June  1997,  the  Financial  Accounting  Standards Board ("FASB")  issued
Statement  of  Financial  Standards ("SFAS") No. 130  "Reporting  Comprehensive
Income."  SFAS No. 130 establishes  standards  for the reporting and display of
comprehensive  income  and  its components in a full  set  of  general  purpose
financial statements.  Comprehensive  income is defined as the change in equity
of a business enterprise during a period from transactions and other events and
circumstances from nonowner sources.  The  new  standard  divides comprehensive
income into two components: (1) net income and (2) other comprehensive  income.
This  standard  was  adopted  by  the  Company in 1998, but does not impact the
Company's 1998 financial statements as the  Company has no "other comprehensive
income" in any of the periods presented.

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

  In  June  1997,  the FASB issued SFAS No.132, "Employer's  Disclosures  About
Pensions and Other Postretirement  Benefits".    SFAS No.  132 standardizes the
disclosure  requirements for pensions and other postretirement  benefit  plans.
The
<PAGE> F-8

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)
adoption of this  standard  has  no  impact  on  the  Company's  1998 financial
statements.

  In  June  1997,  the  FASB  issued  SFAS  No. 133, "Accounting for Derivative
Instruments and Hedging Activities".  SFAS No.  133  establishes accounting and
reporting  standards for derivative instruments, including  certain  derivative
instruments  embedded  in  other  contracts,  and  for  hedging activities.  It
requires  that  an  entity  recognize  all  derivatives  as  either  assets  or
liabilities   in  the  statement  of  financial  position  and  measure   those
instruments at  fair  value.   This statement will be effective for the Company
beginning January 1, 2000.  The Company did not hold any derivative instruments
at December 31, 1998.

3. ACQUISITIONS AND DEVELOPMENTS

ACQUISITIONS

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

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

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

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

DEVELOPMENTS

  The Operating  Partnership developed Provo Towne Centre, an enclosed regional
mall in Provo, Utah through its consolidated partnership Provo Mall Development
Company, LTD.  The  mall  held it's grand opening on October 28, 1998 and added
approximately 723,000 square  feet  of total gross leasable area (Company-owned
leasable  area  plus  any  tenant-owned  leasable  area  within  the  Company's
properties or ("Total GLA")) as of December  31,  1998.   The mall is currently
developing  a  sixteen-screen  Cinemark Theater which  will  add  approximately
74,000 square feet of additional  gross  leasable  area (Company owned leasable
area within the Company's properties or ("GLA")).  At  December  31,  1998, the
partnership   had  expended  $63,323  for  development  costs  and  anticipates
expending an additional  $13,677  to  complete the development during 1999.  At
December 31, 1998, the Operating Partnership  had  leased  approximately 93% of
the mall.

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

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

  The Company added approximately 15,000  square  feet  of  GLA  at Boise Towne
Plaza in Boise, Idaho in March 1998.  The first phase of construction  at Boise
Towne Plaza opened in November 1997, adding 76,414 square feet of retail space.
<PAGE> F-9

3. ACQUISITIONS AND DEVELOPMENTS (CONTINUED)

  The Operating Partnership, through its consolidated partnership Spokane  Mall
Development  Company, Limited Partnership, completed the development of Spokane
Valley Mall located  in  Spokane, Washington and held a grand opening on August
13, 1997.  During 1998 two  freestanding pads at the mall were developed, which
includes a Sears Tire and Battery  shop   and  a  Pier  1  Imports.   The  mall
contains  approximately  710,000  square  feet  of Total GLA as of December 31,
1998.  The partnership expended a total of $65,071  for  the  development.   At
December  31,  1998,  the Operating Partnership had leased approximately 93% of
the mall.

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

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

CREDIT FACILITIES

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

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

4.    BORROWINGS (CONTINUED)

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

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

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

NOTES

      On   March   11,   1998,  the  Operating  Partnership,  under  its  shelf
registration, issued $100,000  of  ten  year  senior  unsecured  notes  bearing
interest  at  a  fixed  7.29% per annum.  The Operating Partnership had entered
into an interest rate protection  agreement  in  anticipation  of issuing these
notes and received $270 as a result of 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  1997
Credit Facility.

      On  January  21,  1994,  a subsidiary of the Operating Partnership issued
$95,000 in secured notes bearing  interest  at  a  fixed  6.37% per annum.  The
notes require quarterly interest payments and a principal payment of $11,875 on
January  21,  2000  with the remaining balance due on January  21,  2001.   The
subsidiary has an option to extend the notes to January 21, 2003.

CONSTRUCTION LOANS

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

      On July 30, 1996, Spokane Mall Development Company Limited Partnership, a
consolidated  partnership  of  which  the  Operating Partnership is the general
partner, entered into a $50,000 construction  loan facility.  The proceeds from
this construction  loan  facility  have  been used to fund the development and
construction of the Spokane Valley Mall in Spokane, Washington.    The
construction loan  facility  has  a  three  year term with an optional two year
extension, is collateralized by the
<PAGE> F-11

4.    BORROWINGS (CONTINUED)
Spokane  Valley  Mall and guaranteed by the Operating  Partnership.   The  loan
bears interest at  a  variable  interest  rate  indexed  to the LIBOR rate.  At
December 31, 1998, the loan had a balance of $47,505.

MORTGAGES PAYABLE

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

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

INTEREST RATE PROTECTION AGREEMENT

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

SCHEDULED PRINCIPAL REPAYMENTS

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

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

5.    STOCK

      The authorized  stock  of  the  Company consists of 200,000,000 shares of
stock, of which 124,800,000 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 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.
<PAGE> F-12
                                                               
5.    STOCK (CONTINUED)

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

6.    RENTAL INCOME

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

      All non-cancelable leases, assuming  no  new  or  renegotiated  leases or
option  extensions,  in  effect  at December 31, 1998 provide for the following
minimum future rental income:
<TABLE>
<CAPTION>
Year                                                                           Total
-----                                                                         ---------
<S>                                                                          <C>
1999........................................................                  $ 78,855
2000........................................................                    73,294
2001........................................................                    65,757
2002........................................................                    58,188
2003........................................................                    51,141
Thereafter..................................................                   293,079
                                                                             ---------
                                                                             $ 620,314
                                                                             =========

</TABLE>

7.    COMMITMENTS AND CONTINGENCIES

      Future minimum rental payments  under  the  terms  of  all non-cancelable
operating  leases  under  which  the  Operating  Partnership  is  the   lessee,
principally for ground leases, are as follows:
<TABLE>
<CAPTION>
Year                                                                          Total
                                                                            ---------
<S>                                                                        <C>                     
1999...........................................................               $  983
2000...........................................................                  986
2001...........................................................                  998
2002...........................................................                1,012
2003...........................................................                  968
Thereafter ....................................................               26,390
                                                                            ---------
                                                                            $ 31,337
                                                                            =========

</TABLE>

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

8.    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

      During 1998, 1997 and 1996, non-cash investing and financing transactions
included  an  increase  in  accounts  payable   of   $1,693,   $3,861  and  $0,
respectively, related to development activities, the assumption of debt related
to the
acquisition of Salem Center totaling $494 in December 1997, the  assumption  of
debt  related  to  the acquisition of Silver Lake Mall totaling $24,755 in June
1997, and the write-off  of  capitalized  tenant  allowances  of $657, $406 and
$159, respectively.
In addition, the holders of Operating Partnership units elected to convert 285,
4,000  and 16,000 OP Units, having a recorded value of $3, $40 and  $164,  into
Common Stock in 1998, 1997 and 1996, respectively.
<PAGE> F-13

8.    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION (CONTINUED)

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

<TABLE>
<CAPTION>
Purchase of the remaining 70% interest in Silver Lake Mall, Ltd.:
<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>

9.    RELATED PARTY TRANSACTIONS

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

      The Operating  Partnership  has entered into a management agreement under
which  the Operating Partnership performs  certain  accounting  and  management
functions  on  behalf of a company, whose majority owner is the Chairman of the
Board of Directors  of the Company.  Management fees collected by the Operating
Partnership under this  agreement totaled $72 for each of the three years ended
December 31, 1998.

10.   STOCK INCENTIVE PLAN

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

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

<TABLE>
<CAPTION>
                                              1998                              1997                        1996
                                   ----------------------------     ----------------------------- -----------------------------
<S>                               <C>              <C>             <C>             <C>               <C>             <C>
                                                       WEIGHTED                         WEIGHTED                      WEIGHTED
                                                        AVERAGE                          AVERAGE                       AVERAGE
                                                       EXERCISE                         EXERCISE                      EXERCISE
                                        SHARES           PRICE          SHARES           PRICE          SHARES         PRICE
                                   -------------   -------------    ------------   --------------    ------------    ----------

Outstanding at beginning of year         553,000      $ 18.07          558,000          $ 17.99          494,000       $ 17.56
Granted                                  165,000        25.21            7,000            25.38          107,000         20.02
Exercised                                (51,000)       17.92          (12,000)           18.64          (22,000)        17.57
Forfeited                                (36,000)       22.49               --               --          (21,000)        18.85
                                   -------------   -------------   -------------   --------------    -------------   ----------
Oustanding at end of year                631,000*     $ 21.37          553,000          $ 18.07          558,000       $ 17.99
                                   =============   =============   =============   ==============    =============   ==========
Exercisable at end of year               360,000      $ 18.06          277,000          $ 17.87          178,000       $ 17.77
                                   =============   =============   =============   ==============    =============   ==========
</TABLE>

* The weighted average remaining contractual life of options  outstanding as of
  December  31,  1998  was 5 years.  The range of option prices was  $17.50  to
  $25.38 per share.
<PAGE> F-14

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

10.   STOCK INCENTIVE PLAN (CONTINUED)

      The  Company has applied  Accounting  Principals  Board  Opinion  25  and
selected  interpretations   in   accounting  for  its  plan.   Accordingly,  no
compensation  costs  have been recognized.   Had  compensation  costs  for  the
Company's plan been determined
based on the fair value at the grant date for options granted in 1998, 1997 and
1996, respectively, in accordance with the method
required by SFAS 123,  "Accounting for Stock-Based Compensation", the Company's
net income and net income  per  share  would  have been reduced to the proforma
amounts as follows:
<TABLE>
<CAPTION>
                                                                            FOR THE YEAR ENDED DECEMBER 31,
                                                           ----------------------------------------------------------------
<S>                                                       <C>                       <C>                     <C>
                                                                1998                      1997                    1996
                                                           --------------            -------------           --------------
Net income
 As reported.............................                  $      27,950             $     27,321            $      23,370
 Proforma    ............................                  $      27,838             $     27,283            $      23,334
Basic net income per share
 As reported ............................                  $        1.59             $       1.56            $        1.46
 Proforma    ............................                  $        1.58             $       1.56            $        1.45
Diluted net income per share
 As reported ............................                  $        1.58             $       1.55            $        1.45
 Proforma    ............................                  $        1.57             $       1.55            $        1.45
</TABLE>

      The fair value of each option grant was estimated  on  the  date of grant
using the Black-Sholes options pricing model using the following assumptions:
<TABLE>
<CAPTION>
                                                                            FOR THE YEAR ENDED DECEMBER 31,
                                                           ----------------------------------------------------------------
<S>                                                       <C>                       <C>                     <C>
                                                                1998                      1997                    1996
                                                           --------------            -------------           --------------
Risk free interest rate                                            5.51%                   6.67%                  5.50 %
Dividend yield............................                         7.14%                   7.00%                  7.00 %
Expected life.............................                      5 years                 9 years                10 years
Expected volatility ......................                        17.00%                  16.50%                 16.00 %
Weighted average per share fair value of
 options granted during the year .........                 $       2.08             $       2.53            $        1.47
</TABLE>

11.   EMPLOYEE BENEFIT PLAN

      The  Company has a 401(k) profit sharing plan which permits participating
employees to  defer  up  to  a  maximum  of 15% of their compensation up to the
maximum allowed by Internal Revenue 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 1998,  1997  and 1996 were
$279, $225 and $190, respectively.

12.   FAIR VALUE OF FINANCIAL INSTRUMENTS

      The  following  disclosures  of  estimated fair value were determined  by
management  using  available  market  information.   Considerable  judgment  is
necessary  to  interpret  market  data  and   develop   estimated  fair  value.
Accordingly, the estimates presented herein are not necessarily  indicative  of
the amounts the Company could realize on disposition of the financial
instruments.   The  use  of  different  market  assumptions  and/or  estimation
methodologies may have a material effect on the estimated fair value amounts.
<PAGE> F-15

12.   FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

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

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

13.   EARNINGS PER SHARE

      The following table provides  a  reconciliation  of  both  income  before
extraordinary items and the number of common shares used in the computations of
basic  earnings per share, which utilizes the weighted average number of common
shares outstanding  without  regard  to  potentially dilutive common shares and
diluted earnings per share, which includes all such shares.
<TABLE>
<CAPTION>
                                                                      For the Year Ended December 31,
                                                              -------------------------------------------------------------
<S>                                                          <C>                      <C>                     <C>          
                                                                 1998                     1997                    1996
                                                              ------------             -------------           ------------
Income (Numerator)
  Before Extraordinary Item                                   $    27,950               $    27,454            $     23,370
                                                              ============             =============           ============
Shares (Denominator)
  Basic-average common shares outstanding                      17,620,000                17,471,000              16,048,000
  Add: Dilutive effect of stock options                           103,000                   166,000                  85,000
                                                              ------------             -------------           ------------ 
Diluted shares                                                 17,723,000                17,637,000              16,133,000
                                                              ============             =============           ============ 
Per-Share Amounts - Income Before Extraordinary Item          
  Basic                                                        $     1.59                  $   1.57                   $1.46
                                                              ============             =============           ============
  Diluted                                                      $     1.58                  $   1.56                   $1.45
                                                              ============             =============           ============ 

</TABLE>

      The  OP Units not held by the Company  have  not  been  included  in  the
dilutive earnings  per  share calculation since there would be no effect on the
per share amount as amounts  allocated  to  an  OP  Unit are the same as amount
allocated to a share of Common Stock.  Options to purchase 631,000, 553,000 and
558,000 shares of Common Stock were outstanding at December  31, 1998, 1997 and
1996, respectively (Note 10), a portion of which has been reflected above using
the treasury stock method.

14.   SEGMENT INFORMATION

      In 1998, the Company adopted SFAS No. 131.  The prior years'  information
has  been  restated  to  present 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 17 regional malls in seven states
containing approximately  9,810,000 square feet of Total GLA and which range in
size from approximately 296,000 to 1,171,000 square feet of Total GLA.

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

      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.
<PAGE> F-16

14.   SEGMENT INFORMATION (CONTINUED)

      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>
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

1996                                             
------
Total Revenues                                    47,891             16,854             7,644             560            72,949
Property Operating Expenses (1)                   13,843              3,869             1,633              --            19,345
                                               ---------        -------------     ------------       ----------      ----------
Property NOI (2)                                  34,048             12,985             6,011             560            53,604
Unallocated Expenses (3)                              --                 --                --          24,815            24,815
Unallocated Minority Interest (4)                     --                 --                --           5,513             5,513
Unallocated Other (5)                                 --                 --                --              94                94
Consolidated Net Income                               --                 --                --              --            23,370
Additions to Real Estate Assets                   61,376              2,002             1,450             495            65,323
</TABLE>
---------------------------------------
(1)     Property  operating  expenses  consist  of operating, maintenance, real
        estate taxes, insurance, advertising and  promotion  expenses as listed
        in the consolidated statement of operations.
(2)     Total revenues minus property operating expenses.
(3)     Unallocated   expenses   consist   of   general   and   administrative,
        depreciation, amortization of deferred financing costs, amortization of
        deferred  leasing  costs  and  interest  as  listed in the consolidated
        statement of operations.
(4)     Unallocated minority interest includes minority  interest  in income of
        consolidated  partnerships  and  minority  interest  of  the  Operating
        Partnership  unitholders  as  listed  in the consolidated statement  of
        operations.
(5)     Unallocated other includes gain on sales  of  real  estate  and loss on
        extinguishment  of  debt  as  listed  in the consolidated statement  of
        operations.
(6)     Unallocated  other  total  assets  include   cash,  corporate  offices,
        miscellaneous real estate and deferred financing costs.
<PAGE> F-17

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

15.   QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

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

<TABLE>
<CAPTION>
                                                      FIRST            SECOND            THIRD          FOURTH          TOTAL
                                                   -----------      ------------      -----------    -----------   ----------
<S>                                               <C>              <C>               <C>            <C>           <C>  
YEAR ENDED 1998
----------------
Total Revenues.....................                 $  24,503         $ 23,283*      $  27,046*      $  34,237*     $ 109,069
Income Before Extraordinary Item and                    
 Minority Interest ................                     8,024            7,044           7,088          11,600         33,756
Net Income ........................                     6,642            5,832           5,870           9,606         27,950
Basic Earnings Per Share ..........                      0.38             0.33            0.33            0.55           1.59
Diluted Earnings Per Share ........                      0.37             0.33            0.33            0.55           1.58
Distributions Declared Per Share ..                     0.450            0.450           0.450           0.465          1.815 **


YEAR ENDED 1997
-------------------
Total Revenues.....................                  $ 18,375         $ 18,617        $ 21,773        $ 24,208       $ 82,973
Income Before Extraordinary Item and                   
 Minority Interest ................                     7,484            8,400           8,168           9,077         33,129
Net Income.........................                     6,214            6,968           6,760           7,379         27,321
Basic Earnings Per Share ..........                      0.36             0.40            0.38            0.42           1.56
Diluted Earnings Per Share.........                      0.36             0.40            0.38            0.41           1.55
Distributions Declared Per Share ..                     0.435            0.435           0.435           0.450          1.755 **
</TABLE>
------------------------------
*    Effective  April 1, 1998, the Company prospectively adopted the provisions
     of Issue No.  98-9 ("EITF 98-9") Accounting For Contingent Rent in Interim
     Financial Periods,  which  was  issued  on  May  21, 1998 by the Financial
     Accounting   Standards  Board  Emerging  Issues  Task  Force   and   which
     significantly  changed the Company's recognition of percentage and overage
     rents revenue in  interim  periods.  Percentage and overage rents deferred
     from the second and third quarter  1998  and  recognized  during the forth
     quarter 1998 were $1,124, $912 and $2,036, respectively. (Note 2.)
**   Of  which $.308 and $.194 represents a non-taxable return of  capital  for
     1998 and 1997, respectively.

16.   PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

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

<TABLE>
<CAPTION>
                                                                        1998                           1997
                                                                    --------------                 -------------
<S>                                                                <C>                            <C>       
Revenues.....                                                       $      117,384                 $     107,418
Income Before Extraordinary Item...............                     $       27,359                 $      26,978
Net Income...                                                       $       27,359                 $      26,845
Basic Earnings Per Share
  Income Before Extraordinary Item.............                     $         1.55                 $        1.53
  Net Income.                                                       $         1.55                 $        1.53
Diluted Earnings Per Share
   Income Before Extraordinary Item............                     $         1.54                 $        1.52
   Net Income                                                       $         1.54                 $        1.51
</TABLE>

      The  proforma financial information summarized  above  is  presented  for
information  purposes  only and may not be indicative of what actual results of
operations would have been  had the acquisitions and offering been completed as
of the beginning of the periods presented, nor does it purport to represent the
results of operations for future periods.
<PAGE> F-18

     SCHEDULE II
                                        JP REALTY, INC.
                               VALUATION AND QUALIFYING ACCOUNTS
                     FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
                                    (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                    BALANCE AT           CHARGED TO
                                                     BEGINNING             EXPENSE                                BALANCE AT
                                                      OF YEAR                                 DEDUCTIONS          END OF YEAR
                                                  ----------------      ---------------     ---------------      ---------------
<S>                                              <C>                   <C>                 <C>                  <C>
Year ended December 31, 1998
Allowance for uncollectible accounts              $        570          $     537           $       366          $       741
Year ended December 31, 1997
Allowance for uncollectible accounts              $        489          $     346           $       265          $       570
Year ended December 31, 1996
Allowance for uncollectible accounts              $        504          $     340           $       355          $       489
</TABLE>
<PAGE> F-19

<TABLE>
<CAPTION>

                                                                   SCHEDULE III             

                                 
                                                       JP REALTY, INC.
                                          REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                      DECEMBER 31, 1998
                                                   (DOLLARS IN THOUSANDS)

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

REGIONAL
MALLS
Animas
Valley Mall,    $     --   $3,902 $    24,059      $    723   $3,902    $24,782   $28,684  $   2,185           --      1995    40
Farmington,
NM
Boise Towne
Square, Boise,    32,475    9,218          --        48,994    9,218     48,994    58,212     13,748      1987-88     1985-86 5-40
ID                                           
Cache Valley
Mall,
Logan, UT          5,781      909          --         8,727      909      8,727     9,636      4,537      1975-76     1973-75 10-40
                                           
Cottonwood Mall,
Salt Lake         19,857    7,514      20,776        30,959    7,514     51,735    59,249     19,696      1981-87     1980    4-40
City, UT
Eastridge Mall,
Casper, WY            --    4,300      19,896         5,915    4,300     25,811    30,111      1,930           --     1995    40
Grand Teton
Mall, Idaho           --    5,802      28,614         3,037    7,743     29,710    37,453      2,033           --     1996    40
Falls, ID
North Plains     
Mall, Clovis,      5,472    2,664          --        12,479    2,664     12,479    15,143      3,690      1984-85   1979-84   10-40
NM                                           
NorthTown
Mall, Spokane,
WA                84,277    6,902     120,458            19    6,902    120,477   127,379      1,253      1997-98     1997    40
Pine Ridge Mall,
Pocatello,        10,019    1,883          --        21,911    1,883     21,911    23,794      8,501      1979-81     1979    10-40
ID
Provo Towne
Centre, Provo,    30,550   13,829      41,820         7,674    9,241     54,082    63,323        202      1997-98     1997    40
UT
Red Cliffs Mall,
St. George,        6,235      903          --        13,546      903     13,546    14,449      3,339      1989-90     1989    3-40
UT
Salem Center,
Salem, OR             --    1,704      30,504           396    1,704     30,900    32,604        770           --     1997    40
Silver Lake Mall,
Coeur d'Alene,    12,510    4,055      21,379           394    4,055     21,773    25,828        856           --     1997    40
ID
Spokane Valley
Mall, Spokane     47,505    6,645      34,341        24,085    6,745     58,326    65,071      2,387      1990-97     1990    40
WA
Three Rivers
Mall, Kelso, WA   10,175    1,977          --        20,538    1,977     20,538    22,515      5,554      1986-87     1984    10-40
Visalia Mall,
Visalia, CA           --    6,146      31,812         1,187    6,146     32,999    39,145      1,300           --     1997    40
White Mountain
Mall, Rock         5,083    1,120          --        15,742    1,120     15,742    16,862      6,532      1977-78     1977    40
Springs, WY
COMMUNITY CENTERS
Alameda Plaza,
Pocatello, ID         --      500         --          3,365      500      3,365     3,865      1,922         1973     1973    40
Anaheim Plaza,
Anaheim, CA           --       --         --             54       --         54        54         32      1980-81     1979    40
Austin Bluffs Plaza,  --    1,488         --          1,923    1,488      1,923     3,411        628         1985     1979    3-40
Colorado Springs, CO
Bailey Hills Plaza,
Eugene, OR            --      157         --            297      157        297       454         54      1988-89     1988    40
Baskin Robbins
17th St.,             --        9         67              7        9         74        83         20           --     1988    40
Idaho Falls, ID
Boise Plaza, Boise,
ID                    --      322         --          1,382      322      1,382     1,704        935      1970-71     1970    40
Boise Towne Plaza,
Boise, ID             --    3,316      4,243          1,693    3,316      5,936     9,252        258      1996-97     1994    40
Cottonwood Square,
Salt Lake             --    1,926      3,535              6    1,926      3,541     5,467        266           --     1995    40
City, UT
Division Crossing,
Portland, OR          --    2,429         --          4,483    2,429      4,483     6,912        933      1990-91     1990    20-40
Fort Union Plaza,
Salt Lake             --       21         --          1,623       21      1,623     1,644        657      1979-84       --    40
City, UT
Fremont Plaza,
Las Vegas, NV         --       --         --          2,254       --      2,254     2,254      1,190      1976-80       --    40
Fry's Shopping
Plaza, Glendale       --      353         --          4,672    1,254      3,771     5,025      1,647      1980-81     1980    40
AZ
Gateway Crossing,
Bountiful, UT         --    3,644         --          8,487    3,644      8,487    12,131      1,277      1990-92     1990    40
</TABLE>
<PAGE> F-20
[CAPTION]
<TABLE>                           
                                                       JP REALTY, INC.
                                          REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                      DECEMBER 31, 1998
                                                   (DOLLARS IN THOUSANDS)

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

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

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

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

                                                                        JP REALTY, INC.
                                                          REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                                      DECEMBER 31, 1998
                                                                   (DOLLARS IN THOUSANDS)



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




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

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

</TABLE>
<PAGE> F-22
                                                                   EXHIBIT 10.16

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

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


          SECOND  AMENDMENT TO THE AMENDED AND RESTATED  AGREEMENT  OF  LIMITED

PARTNERSHIP   OF  PRICE   DEVELOPMENT   COMPANY,   LIMITED   PARTNERSHIP   (the

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

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

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

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

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

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

otherwise  defined  in  this  Second  Amendment  shall  have the same  meanings

ascribed to them in the Partnership Agreement.


                               W I T N E S E T H:

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

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

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

hereof; and

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

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

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

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

Partnership; and

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

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

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

the Schedule of Partners attached hereto.

<PAGE> 

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

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

General Partner hereby amends the Partnership Agreement as follows:

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

follows:

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

are hereby added to Article I of the Partnership Agreement:

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

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

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

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

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

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

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

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

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

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

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

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

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

replaced by the following:

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

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

its entirety and replaced by the following:

          Section 4.1 CAPITAL CONTRIBUTIONS OF THE PARTNERS

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

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

its entirety and replaced by the following:

<PAGE> 
          Section 6.1 ALLOCATIONS OF PROFITS AND LOSSES

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

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

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

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

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

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

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

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

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

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

               (iv) Thereafter, to the General Partner.

<PAGE>

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

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

its entirety and replaced by the following:

          Section 13.3 NEGATIVE CAPITAL ACCOUNTS

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

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

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

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

<PAGE>

     or state  bankruptcy,  insolvency or other
     similar law; or

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

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

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

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

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

include the following Subsection D:

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

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

the Partnership Agreement as EXHIBIT B.

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

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

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

Amendment.

<PAGE>

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

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

ratified and remain in full force and effect.

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

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

forth below.


DATED:  December 16, 1998         GENERAL PARTNER:

                                   JP REALTY, INC.



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




<PAGE>
                                   EXHIBIT A

                      PARTNERS AND PARTNERSHIP INTERESTS


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

LIMITED PARTNERS
Boise Mall Investment Company, Ltd.                     824,411                         3.86712%
Brown, Mike                                                 125                          .00059%
Butterworth, Jodi                                           150                          .00070%
Bybee, Terry                                                320                          .00150%
Cache Valley Mall Partnership, Ltd.                     328,813                         1.54239%
Chandler, Harry                                             100                          .00047%
Clauson, Pat                                                100                          .00047%
Cloward, Burke                                           35,460                          .16633%
Cordano, Alan                                               765                          .00359%
Cordano, James                                            1,531                          .00718%
Curtis, Greg                                                 24                          .00011%
Curtis, Vardell                                             125                          .00059%
Dalton, Jim                                                 100                          .00047%
East Ridge Partnership                                      100                          .00047%
Enslow, Mike                                                320                          .00050%
Fairfax Holding, LLC                                    786,226                         3.68801%
Frank, Alan                                               5,486                          .02573%
Frazier, G. Rex                                           3,680                          .01726%
Frei, Michael                                             6,817                          .03198%
Gillette, Jerry                                             100                          .00047%
Hall Investment Company                                  10,204                          .04786%
Hansen, Kenneth                                           5,102                          .02393%
JCP Realty, Inc.                                        350,460                         1.64393%
Johnson, Kent                                               200                          .00094%
KFC Advertising                                           5,487                          .02574%
KP Associates                                           126,847                          .59501%
Kelley, Chad                                                125                          .00059%
Kelley, Paul                                                 25                          .00012%
King, Warren P.                                           6,244                          .02929%
Mendenhall, Paul K.                                         214                          .00100%
Mulkey, Tom                                                 100                          .00047%
North  Plains  Development Company, Ltd.                 19,033                          .08928%
North Plains Land Company, Ltd.                           1,758                          .00825%
</TABLE>

<PAGE>

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

<PAGE>
                                  EXHIBIT 23

                CONSENT OF INDEPENDENT ACCOUNTANTS


     We hereby consent to the incorporation by reference in the
Registration Statements on Form S-3 (No. 33-93752, No. 333-3624, No. 333-
34835, No. 333-34835-01) and Registration Statement of Form S-8 (No.333-
3550) of JP Realty, Inc. of our report dated February 3, 1999, on our
audits of the consolidated financial statements and financial statements
schedules of JP Realty, Inc. as of December 31, 1998 and 1997, and for the
years ended December 31, 1998, 1997 and 1996, which report is included in
this annual report on Form 10-K.



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