EASTPOINT MALL LTD PARTNERSHIP
10-Q, 1996-05-15
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                United States Securities and Exchange Commission
                             Washington, D.C. 20549
                                
                                   FORM 10-Q
                                
(Mark One)
         X   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
             Exchange Act of 1934

                 For the Quarterly Period Ended March 31, 1996
                                
        or

             Transition Report Pursuant to Section 13 or 15(d) of the
             Securities Exchange Act of 1934

                For the Transition period from ______  to ______
                                
                                
                        Commission File Number: 0-16024


                       EASTPOINT MALL LIMITED PARTNERSHIP
              Exact Name of Registrant as Specified in its Charter
                                
                                
          Delaware                                     13-3314601
State or Other Jurisdiction of             I.R.S. Employer Identification No.
Incorporation or Organization


3 World Financial Center, 29th Floor,
New York, NY    Attn: Andre Anderson                     10285-2900
Address of Principal Executive Offices                     Zip Code

                                 (212) 526-3237
               Registrant's Telephone Number, Including Area Code

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                       Yes    X    No ____
                                
                                
Consolidated Balance Sheets                   At March 31,      At December31,
                                                     1996                1995
Assets
Real estate, at cost:
  Land                                      $   4,166,230       $   4,166,230
  Building                                     43,241,060          43,241,060
  Improvements                                  7,149,003           7,050,087
                                               54,556,293          54,457,377

Less accumulated depreciation
  and amortization                            (12,188,406)        (11,738,595)
                                               42,367,887          42,718,782
Cash and cash equivalents                       6,613,801           6,254,501
Restricted cash                                 2,100,000           2,100,000
Cash-held in escrow                               676,662             443,811
Accounts receivable, net of allowance
  of $245,670 in 1996 and $80,405 in 1995         631,858             638,436
Accrued interest receivable                       241,690             224,567
Deferred rent receivable                          311,588             356,656
Note receivable                                   738,000             738,000
Deferred charges, net of
  accumulated amortization of $473,336
  in 1996 and $423,597 in 1995                  1,497,124           1,510,981
Prepaid expenses                                  215,478             381,278
        Total Assets                        $  55,394,088       $  55,367,012

Liabilities, Minority Interest and Partners' Capital (Deficit)
Liabilities:
  Accounts payable and accrued expenses     $     192,969       $     192,779
  Mortgage loan payable                        51,000,000          51,000,000
  Accrued interest payable                        340,425             340,425
  Due to affiliates                                20,609              22,226
  Security deposits payable                        46,819              46,819
  Deferred income                                 404,730             415,081
  Distribution payable                          2,813,163             288,826
        Total Liabilities                      54,818,715          52,306,156
Minority interest                                (342,949)           (344,786)
Partners' Capital (Deficit):
  General Partner                                (105,084)            (80,211)
  Limited Partners (4,575 limited
    partnership units authorized,
    issued and outstanding)                     1,023,406           3,485,853
        Total Partners' Capital                   918,322           3,405,642
        Total Liabilities, Minority
         Interest and Partners' Capital     $  55,394,088       $  55,367,012


Consolidated Statement of Partners' Capital (Deficit)
For the three months ended March 31, 1996
                                      Limited          General
                                     Partners          Partner          Total
Balance at December 31, 1995     $  3,485,853      $   (80,211)  $  3,405,642
Net income                            322,585            3,258        325,843
Distributions                      (2,785,032)         (28,131)    (2,813,163)
Balance at March 31, 1996        $  1,023,406      $  (105,084)  $    918,322


Consolidated Statements of Operations
For the three months ended March 31,             1996             1995

Income
Rental income                             $  1,651,037    $  1,708,421
Percentage rent                                309,571         297,434
Escalation income                            1,018,162         851,594
Interest income                                 90,977          99,560
Miscellaneous income                            42,291          10,208
        Total Income                         3,112,038       2,967,217
Expenses
Interest expense                          $  1,021,275    $    995,775
Property operating expenses                  1,040,861         842,559
Depreciation and amortization                  499,550         480,347
Real estate taxes                              149,201         144,200
General and administrative                      44,556          43,594
        Total Expenses                       2,755,443       2,506,475
Income before minority interest                356,595         460,742
Minority Interest                              (30,752)        (44,375)
        Net Income                        $    325,843    $    416,367
Net Income Allocated:
To the General Partner                    $      3,258    $      4,164
To the Limited Partners                        322,585         412,203
                                          $    325,843    $    416,367
Per limited partnership unit
(4,575 outstanding)                       $      70.51    $      90.10



Consolidated Statements of Cash Flows
For the three months ended March 31,                 1996              1995

Cash Flows From Operating Activities:
Net income                                   $    325,843       $   416,367
Adjustments to reconcile net
income to net cash provided by
operating activities:
  Minority interest                                30,752            44,375
  Depreciation and amortization                   499,550           480,347
  Increase (decrease) in cash arising
  from changes in operating assets
  and liabilities:
    Cash-held in escrow                          (232,851)         (162,634)
    Accounts receivable                             6,578           151,628
    Accrued interest receivable                   (17,123)          (31,231)
      Deferred rent receivable                     45,068           (24,337)
      Deferred charges                            (35,882)           (2,657)
      Prepaid expenses                            165,800           133,156
      Accounts payable and accrued expenses           190           (15,715)
        Due to affiliates                          (1,617)          (20,251)
        Deferred income                           (10,351)          (13,044)
Net cash provided by operating activities         775,957           956,004

Cash Flows From Investing Activities:
Additions to real estate                          (98,916)          (36,641)
Net cash used for investing activities            (98,916)          (36,641)

Cash Flows From Financing Activities:
Distributions paid                               (288,826)         (288,826)
Distributions paid-minority interest              (28,915)          (28,915)
Net cash used for financing activities           (317,741)         (317,741)
Net increase in cash and cash equivalents         359,300           601,622
Cash and cash equivalents,
  beginning of period                           6,254,501         5,661,047
Cash and cash equivalents,
  end of period                              $  6,613,801       $ 6,262,669

Supplemental Disclosure of Cash
  Flow Information:
Cash paid during the period for interest     $  1,021,275       $   995,775


Notes to the Consolidated Financial Statements

The unaudited interim consolidated financial statements should be read in
conjunction with the Partnership's annual 1995 audited consolidated financial
statements within Form 10-K.

The unaudited consolidated financial statements include all adjustments which
are, in the opinion of management, necessary to present a fair statement of
financial position as of March 31, 1996 and the results of operations and cash
flows for the three months ended March 31, 1996 and 1995 and the statement of
partner's capital (deficit) for the three months ended March 31, 1996.  Results
of operations for the period are not necessarily indicative of the results to
be expected for the full year.

No significant events have occurred subsequent to fiscal year 1995, and no
material contingencies exist which would require disclosure in this interim
report per Regulation S-X, Rule 10-01, Paragraph (a)(5).

Part 1. Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

Liquidity and Capital Resources

At March 31, 1996 the Partnership had a cash balance of $6,613,801, compared to
$6,254,501 at December 31, 1995.  The increase is primarily due to cash
provided by operating activities exceeding cash distributions paid during the
first quarter of 1996 and additions to real estate.  The Partnership maintains
a restricted cash account representing a loan reserve of $2,100,000 as
established under the terms of its first mortgage loan.  Of this balance, $1.1
million represents a portion of the proceeds of the Partnership's first
mortgage loan which was withheld pending resolution of the Fidelity Life
Insurance Company ("Consolidated") dispute (see "Ames Parcel and Consolidated
Release Agreement" below). The remaining balance constitutes additional
collateral which can be used for capital improvements and leasing commissions.
Cash held in escrow totaled $676,662 at March 31, 1996 compared with $443,811
at December 31, 1995.  The increase is primarily attributable to additional
fundings made to the real estate tax and insurance escrows as specified under
the terms of the Partnership's first mortgage loan.

Prepaid expenses decreased from $381,278 at December 31, 1995 to $215,478 at
March 31, 1996 primarily as a result of the recognition of real estate tax
expense for the first quarter of 1996.

Distributions payable increased from $288,826 at December 31, 1995 to
$2,813,163 at March 31, 1996.  The increase is due to an accrual for a special
cash distribution, in the amount of $546.25 per Unit, which was paid on April
4, 1996.

As of the filing date of this report, the following tenants, or their parent
corporations, at the Mall have filed for protection under the U.S. Bankruptcy
Code:

                    Tenant        Square Footage Leased

                    Merry Go 'Round*              4,130
                    No Name**                     2,000
                    Marianne                      3,750
                    Marianne Plus                 3,000
                    Jean Nicole*                  4,700
                    Jeans West                    2,400
                    Rave                          2,000
                    
                    *  tenant vacated during the first quarter of 1996
                    ** anticipates vacating in 1996

As of March 31, 1996, these tenants occupied 21,980 square feet, or
approximately 6% of the Mall's leasable area (exclusive of anchor tenants and
office space).  Pursuant to the provisions of the U.S. Federal Bankruptcy Code,
these tenants may, with court approval, choose to reject or accept the terms of
their leases. Should any of these tenants exercise the right to reject their
leases, this could have an adverse impact on cash flow generated by the Mall
and revenues received by the Partnership depending on the Partnership's ability
to replace them with new tenants at comparable rents.

Ames Parcel and Consolidated Release Agreement
On April 26, 1990, Ames filed for bankruptcy protection under Chapter 11 of the
Federal Bankruptcy Code.  On December 18, 1992, the Bankruptcy Court confirmed
a Plan of Reorganization for Ames (the "Plan") pursuant to which Ames has
assumed its lease at the Mall.  Land leased to Ames by the Owner Partnership
together with the building constructed thereon by Ames secured a deed of trust
held by Consolidated, as successor to Southwestern Life Insurance Company.  By
filing its bankruptcy petition, Ames was in default under the Consolidated deed
of trust.

On July 14, 1994, the Partnership executed a Release Agreement with
Consolidated.   Pursuant to the terms of the Release Agreement, the Partnership
paid Consolidated $2 million in return for the assignment of the deed of trust
and related Ames promissory note, as well as Consolidated's claim in the Ames
bankruptcy case relating to such promissory note.  Consolidated's total claims,
in the face amount of approximately $2.3 million, consist of the balances due
on the Ames promissory note, totaling $1.7 million, and another promissory
note.  Pursuant to the Release Agreement, the Partnership is entitled to any
recovery based on the Ames promissory note; Consolidated will receive any
recovery on the other note.  Various trusts were established through Ames' Plan
of Reorganization by which different classes of claims were to be paid from
different pools of monies.  The Trustee for the trust responsible for payment
of Consolidated's claim (the "Subsidiaries Trustee"), had filed an objection to
the allowance of Consolidated's claim, including that portion attributable to
the Ames promissory note.  The Partnership pursued legal action in opposition
to the objection.  In mid- March 1996, the Trustee and the Partnership settled
the Trustee's objection by reducing and allowing Consolidated's claim in the
approximate amount of $2,050,000 of which $1,530,141.95 is for amounts due
under the Ames promissory note.  An Agreed Order approving the settlement was
entered by the Bankruptcy Court on May 1, 1996.  At the current time, the
Trustee estimates the Partnership will receive a distribution of between 43%
and 48% on its portion of Consolidated's claim.  An interim distribution of
approximately 43% is expected by late May or early June of 1996. For the year
ended December 31, 1994, the Partnership recorded a note receivable in the
amount of $816,000.  In 1995, the note receivable was written-down by $78,000
to $738,000 which represents the amount the Partnership expects to receive from
the claim.

The Partnership's mortgage lender withheld certain of the proceeds of the first
mortgage loan until the Partnership resolved the Consolidated dispute.  It is
anticipated that these funds, which total $1.1 million, will be released to the
Partnership in 1996 when the first mortgage secured by the Ames parcel, which
has been retained by the Partnership pending a final decision on Consolidated's
claims, is extinguished.  These funds are held in escrow with interest payable
to the Partnership.

Cash Distributions
A distribution for the fourth quarter of 1995, in the amount of $62.50 per
Unit, was paid on February 9, 1996.  On April 4, 1996, the Partnership paid a
special cash distribution, funded by its cash reserves, in the amount of
$546.25 per Unit.  A regular cash distribution for the first quarter of 1996 ,
in the amount of $62.50 per Unit, will be paid on or about May 15, 1996.  The
level, timing, and amount of future distributions will be reviewed on a
quarterly basis after an evaluation of the Mall's performance and the
Partnership's current and future cash needs.

Results of Operations

For the three months ended March 31, 1996 and 1995, net cash flow from
operating activities totaled $775,957 and $956,004, respectively.  The decrease
is primarily due to the Partnership receiving less cash in the 1996 period
related to accounts receivable and increased funding to cash held in escrow.

For the three months ended March 31, 1996, the Partnership recognized net
income of $325,843 compared to $416,367 for the three months ended March 31,
1995.  The decrease in net income is primarily attributable to an increase in
property operating expenses, a decrease in rental income and, to a lesser
degree, minor increases in all other expense categories, partially offset by an
increase in escalation income.

The Partnership generated total income for the three months ended March 31,
1996 of $3,112,038 compared to $2,967,217 for the same period in 1995.  Rental
income decreased for the three months ended March 31, 1996 compared to the same
period in 1995 reflecting a write-off of deferred rent related to two tenants
during the first quarter of 1996.  Escalation income represents the income
received from Mall tenants for their proportionate share of common area
maintenance and real estate tax expenses. Escalation income increased for the
three months ended March 31, 1996 compared to the same period in 1995 mainly
due to an increase in common area maintenance expenses which are charged back
to tenants.

Property operating expenses increased to $1,040,861 for the three months ended
March 31, 1996 compared to $842,559 for the corresponding period in 1995.  This
increase is was the result of higher common area maintenance expenses, which
are charged back to tenants, and increased bad debt expense related to the
tenants that have filed for bankruptcy protection.

Total Mall tenant sales (exclusive of anchor tenants) were $8,681,000 for the
two months ended February 29, 1996, compared to $8,564,000 for same period in
1995.  Sales for tenants (exclusive of anchor tenants) which operated at the
Mall for each of the last two years were $8,042,000 and $8,242,000,
respectively.  As of March 31, 1996, the Mall was 93% occupied, excluding
anchor tenants and office space, compared to 94% at March 31, 1995.

Part II        Other Information

Items 1-5      Not applicable.

Item 6         Exhibits and reports on Form 8-K.

               (a)  Exhibits

               (27) Financial Data Schedule

               (99) Limited Appraisal of Real Property for Eastpoint Mall as of
                    January 1, 1996, as prepared by Cushman & Wakefield, Inc.

                (b) Reports on Form 8-K - On February 16, 1996 based upon,
                    among other things, the advice of Partnership counsel,
                    Skadden, Arps, Slate, Meagher & Flom, the General Partner
                    adopted a resolution that states, among other things, if a
                    Change of Control (as defined below) occurs, the General
                    Partner may distribute the Partnership's cash balances not
                    required for its ordinary course day-to-day operations.
                    "Change of Control" means any purchase or offer to purchase
                    more than 10% of the Units that is not approved in advance
                    by the General Partner.  In determining the amount of the
                    distribution, the General Partner may take into account all
                    material factors.  In addition, the Partnership will not be
                    obligated to make any distribution to any partner and no
                    partner will be entitled to receive any distribution until
                    the General Partner has declared the distribution and
                    established a record date and distribution date for the
                    distribution.  The Partnership filed a Form 8-K disclosing
                    this resolution on February 29, 1996.


                                   SIGNATURES

Pursuant to the requirements 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.



                         EASTPOINT MALL LIMITED PARTNERSHIP

                         BY:  EASTERN AVENUE INC.
                              General Partner



Date: May 15, 1996       BY: /s/ Paul L. Abbott
                                 Director, President, Chief Executive Officer
                                 Chief Financial Officer and Chief Operating
                                 Officer Chief Financial Officer


<TABLE> <S> <C>

<ARTICLE>                     5
       
<S>                           <C>
<PERIOD-TYPE>                 3-mos
<FISCAL-YEAR-END>             Dec-31-1996
<PERIOD-END>                  Mar-31-1996
<CASH>                        6,613,801
<SECURITIES>                  0
<RECEIVABLES>                  1,430,806
<ALLOWANCES>                  245,670
<INVENTORY>                   0
<CURRENT-ASSETS>              0
<PP&E>                        54,556,293
<DEPRECIATION>                12,188,406
<TOTAL-ASSETS>                55,394,088
<CURRENT-LIABILITIES>         213,578
<BONDS>                       51,000,000
<COMMON>                      0
         0
                   0
<OTHER-SE>                    918,322
<TOTAL-LIABILITY-AND-EQUITY>  55,394,088
<SALES>                       0
<TOTAL-REVENUES>              3,112,038
<CGS>                         0
<TOTAL-COSTS>                 1,190,062
<OTHER-EXPENSES>              544,106
<LOSS-PROVISION>              0
<INTEREST-EXPENSE>            1,021,275
<INCOME-PRETAX>               0
<INCOME-TAX>                  0
<INCOME-CONTINUING>           0
<DISCONTINUED>                0
<EXTRAORDINARY>               0
<CHANGES>                     0
<NET-INCOME>                  325,843
<EPS-PRIMARY>                 70.51
<EPS-DILUTED>                 0
        

</TABLE>




COMPLETE APPRAISAL OF
REAL PROPERTY

Eastpoint Mall
Eastern Avenue and North Point Boulevard
Baltimore, Baltimore County, Maryland






IN A SELF-CONTAINED REPORT

As of January 1, 1996







Eastpoint Mall Limited Partnership
388 Greenwich Street
28th Floor
New York, New York  10013





Cushman & Wakefield, Inc.
Valuation Advisory Services
51 West 52nd Street, 9th Floor
New York, NY  10019







March 14, 1996




Eastpoint Mall Limited Partnership
388 Greenwich Street
28th Floor
New York, New York  10019

Re: Complete Appraisal of Real Property
    Eastpoint Mall
    Eastern Avenue and North Point Boulevard
    Baltimore, Baltimore County, Maryland

Gentlemen:

In  fulfillment  of our agreement as outlined in  the  Letter  of
Engagement, Cushman & Wakefield, Inc. is pleased to transmit  our
Summary  Report  estimating the market value of  the  leased  fee
estate in the referenced real property.

As  specified  in  the Letter of Engagement,  the  value  opinion
reported  below  is  qualified by certain  assumptions,  limiting
conditions, certifications, and definitions, which are set  forth
in the report.

This   report  was  prepared  for  the  Eastpoint  Mall   Limited
Partnership  (Client) and it is intended only for  the  specified
use  of the Client.  It may not be distributed to or relied  upon
by  other persons or entities without written permission  of  the
Appraiser.

The  property was inspected by and the report was prepared by Jay
F.  Booth.  Brian J. Booth provided significant assistance in the
preparation of the report and cash flows but did not inspect  the
property.  Richard W. Latella, MAI inspected the property and has
reviewed and approved the report.

This  is  a  Complete  Appraisal in a  Summary  Report  which  is
intended  to  comply  with the reporting requirements  set  forth
under   Standards  Rule  2-2(b)  of  the  Uniform  Standards   of
Professional Appraisal Practice of the Appraisal Foundation.  The
results  of the appraisal are being conveyed in a Summary  Report
according to our agreement.  As such, the report presents only  a
summary  discussion of the data, reasoning, and analyses used  in
the  appraisal  process  at  hand.  Supporting  documentation  is
retained  in  the  appraisers' file.   The  depth  of  discussion
contained  in this report is specific to the needs of the  Client
and  is  intended  for  the use stated.   The  appraiser  is  not
responsible  for  unauthorized  use  of  this  report.   We   are
providing this report as an update to our last analysis which was
prepared  as  of  January 1, 1995.  As such,  we  have  primarily
reported  only changes to the property and its environs over  the
past year.

As  a result of our analysis, we have formed an opinion that  the
market value of the leased fee estate in the referenced property,
subject  to the assumptions, limiting conditions, certifications,
and definitions, as of January 1, 1996, was:

                   EIGHTY ONE MILLION DOLLARS
                           $81,000,000

This letter is invalid as an opinion of value if detached from
the report, which contains the text, exhibits, and an Addenda.

Respectfully submitted,

CUSHMAN & WAKEFIELD, INC.


/s/ Jay F. Booth

Jay F. Booth
Retail Valuation Group


/s/ Brian J. Booth

Brian J. Booth
Valuation Advisory Services


/s/ Richard W. Latella

Richard W. Latella, MAI
Senior Director
Retail Valuation Group
Maryland Certified General
Real Estate Appraiser License No. 10462



JFB:BJB:RWL:emf
C&W File No. 96-9064-2

                      SUMMARY OF SALIENT FACTS AND CONCLUSIONS

Property Name:                     Eastpoint Mall

Location:                          Eastern  Avenue and  North
                                   Point Boulevard
                                   Baltimore, Baltimore County, Maryland

Interest Appraised:                Leased fee

Date of Value:                     January 1, 1996

Date of Inspection:                January 16, 1996; January  18, 1996

Ownership:                         Eastpoint  Mall  Limited  Partnership

Land Area:                         67.121+/- Acres

Zoning:                            BM-CT  Business Major  -  Town
                                   Center Core

Highest and Best Use
                                   If    Vacant:  Retail/commercial
                                   use   built  to  its   maximum
                                   feasible F.A.R.

                                   As   Improved:  Continued  retail/
                                   commercial  use  as  a   regional
                                   shopping center.

Improvements
                                   Type:  Single level regional mall.

                                   Year Built:  1956; the mall  was
                                   enclosed  in  1972;  renovated
                                   in  1981;  and  expanded  with
                                   Sears,  atrium  offices,   and
                                   food cafe in 1991.

GLA:
                                   Ames                 58,442+/- SF
                                   Hochschild's         140,000+/- SF
                                   Sears1               87,734+/- SF
                                   J.C. Penney2         168,969+/- SF
                                   Total Anchor Stores  455,145+/- SF


                                   Enclosed Mall         242,076+/- SF
                                   Atrium Office Space   55,435+/- SF
                                   Outdoor Tenants3      110,587+/- SF
                                   Total GLA             863,243+/- SF

1  Includes T.B.A.
2  Ground lease.
3  Includes free-standing and exterior stores.

Condition:            Good

Operating Data and Forecasts

Current Occupancy:  80.4%  based on   mall   shop   GLA,   mall
                    offices, atrium office  space, and outdoor tenants.

Forecasted Stabilized Occupancy:  95.0%

Forecasted  Date of Stabilized Occupancy:  July 2000

Operating Expenses C&W  Forecast  (1996):  $3,459,317
Owner's  Budget  (1996):  $4,041,017

Value Indicators
Sales Comparison Approach: $81,000,000 to $83,000,000

Income Approach Direct Capitalization: $83,800,000

Discounted Cash Flow: $81,000,000

Investment Assumptions
Income Growth Rates
Retail  Rent  Growth:
        Flat  - 1997
        +2.0% - 1998
        +3.0% - 1999
        +3.5% - 2000-2005

Office   Rents:
        Flat  - 1997-1999
        +2.0% - 2000-2005

Expense  Growth  Rate:
        +3.5% - 1997-2005

Sales  Growth  Rate:
        Flat  - 1996
        +2.0% - 1997
        +3.0% - 1998
        +3.5% - 1999-2005

Tenant Improvements-New
        Atrium Office Tenants: $20.00/SF
        Mall Tenants: $8.00/SF
Tenant Improvements-Renewing
        Atrium Tenants: $4.00/SF
        Mall Tenants: $1.50/SF
Vacancy between Tenants
        Mall Space: 6 months
        Office Space: 6 months
Renewal Probability
        Mall Space: 70%
        Office Space: 50%
Going-In Capitalization Rate: 8.75% - 9.25%
Terminal Capitalization Rate: 9.00% - 9.50%
Cost of Sale at Reversion: 2.00%
Discount Rate: 12.00% - 12.50%
Value Conclusion: $81,000,000

Resulting Indicators
Going-In Overall Rate: 9.62%
Price per Square Foot of Owned GLA: $116.67  (based  on 694,274 SF)
Exposure Time Implicit in Value Conclusion: Not more than 12 months
Special Risk Factors: None
Special Assumptions:

1.   Throughout this analysis we have relied on information provided by
     ownership and management which we assume to be accurate.  Negotiations are
     currently underway with additional mall tenants and we are advised that a
     few existing tenants will be leaving the mall as a result of parent
     company bankruptcies.  All tenant specific assumptions are identified
     within the body of this report.

2.   Our cash flow analysis and valuation has recognized that all signed as
     well as any pending leases with a high probability of being consummated
     are implemented according to  the  terms presented to us by Shopco.  Such
     leases  are identified within the body of this report.

3.   We note that there remains a substantial amount of vacancy in the atrium
     office area.  There has been some interest in the space although only two
     leases have come  to fruition.  We would expect that, upon leasing of this
     space, all build out for tenant occupancy will be performed in a
     workmanlike manner  with quality materials consistent with that observed
     throughout the balance of the mall.

4.   During   1990,   the  Americans   With Disabilities Act (ADA) was passed
     by Congress.  This is Civil Rights legislation which, among other things,
     provides for equal access to public placed for disabled persons.  It
     applies to existing structures as of January 1992 and new construction as
     of January 1993.  Virtually all landlords of commercial facilities and
     tenants engaged in business that serve the public  have compliance
     obligations under this law.  While we are not experts in this field, our
     understanding of the law is that it is broad- based, and most existing
     commercial facilities are not in full compliance  because they were
     designed and  built  prior  to enactment of the law.  During this
     assignment, we noticed no additional "readily achievable barrier removal"
     problems, but we recommend a compliance study be performed by qualified
     personnel to determine the extent of non-compliance and cost to cure.

5.   We  are  not aware of any environmental hazards or conditions on or about
     the property that would detract from its market value.  Our physical
     inspection gave us no reason to suspect that such conditions might exist.
     However, we are not experts in the detection of environmental
     contaminants, or the cost  to  cure  them  if they do exist.  We recommend
     that appropriate experts be consulted regarding these issues.  Our
     analysis assumes that there are no environmental hazards  or conditions
     affecting the property.

6.   The  forecasts of income, expenses  and absorption of vacant space are not
     predictions of the future. Rather, they are our best estimates of current
     market thinking on future income, expenses and demand.  We make no
     warranty  or representation that these forecasts will materialize.

7.   Please  refer to the complete  list  of assumptions and limiting
     conditions included at the end of this report.


                               TABLE OF CONTENTS

                                                             Page

SUMMARY OF SALIENT FACTS AND CONCLUSIONS                        3
PHOTOGRAPHS OF SUBJECT PROPERTY                                 1
INTRODUCTION                                                    3
  Identification of Property                                    3
  Property Ownership and Recent History                         3
  Purpose and Intended Use of the Appraisal                     3
  Extent of the Appraisal Process                               3
  Date of Value and Property Inspection                         4
  Property Rights Appraised
  Definitions of Value, Interest Appraised,                     
   and Other Pertinent Terms                                    4
  Legal Description                                             5
REGIONAL ANALYSIS                                               6
NEIGHBORHOOD ANALYSIS                                          14
RETAIL MARKET ANALYSIS                                         15
THE SUBJECT PROPERTY                                           24
HIGHEST AND BEST USE                                           26
VALUATION PROCESS                                              27
SALES COMPARISON APPROACH                                      28
INCOME APPROACH                                                44
RECONCILIATION AND FINAL VALUE ESTIMATE                        80
ASSUMPTIONS AND LIMITING CONDITIONS                            82
CERTIFICATION OF APPRAISAL                                     84
ADDENDA                                                        85


                 PHOTOGRAPHS OF SUBJECT PROPERTY


                Main entrance to Eastpoint Mall.

        Back side of mall; food court entrance and Sears.

                        Value City store.

                           Ames store.



                          INTRODUCTION

Identification of Property
    The  Eastpoint Mall is a single-level regional center located in  the
northeast quadrant of the Baltimore MSA.  It is anchored by  four  department
stores and includes a total  gross  leasable area  of  863,243+/- square feet.
Included in this  area  are  the "atrium offices" which have been built out in
shell form  in  the former  Hutzler's store area.  The atrium offices contain
55,435+/- square  feet on two levels and connect with the lower-level  mall
offices.   Since our last inspection, there have  been  no  major physical
changes to the property other than tenant changes within the  mall.  The
renovated mall, along with Sears and food  court, held  its  grand  reopening
in October 1991.   Sears  joins  J.C. Penney,  Ames  and  Hochschild's Value
City  as  anchors  to  the center.   The partnership owns all of the anchor
stores  in  fee, with the exception of J.C. Penney which is on a ground lease.
    
Property Ownership and Recent History
    Title to the subject property is held by Eastpoint Mall  L.P.
who   acquired  the  mall  in  November  1985  from   Bellweather
Properties.  An expansion parcel (5.121+/- acres) was acquired from
Baltimore  Gas and Electric Foundation, Inc. for $640,125  during
1990.   The site was purchased to provide for additional  parking
needed  as  part  of  the  new  construction.   No  other   sales
transactions  have  occurred on the property in  the  last  three
years.
    
Purpose and Intended Use of the Appraisal
    The  purpose of this limited appraisal is to provide a market
value  estimate of the leased fee estate in the subject  property
as   of  January  1,  1996.   Our  analysis  reflects  conditions
prevailing as of that date.  Our last appraisal was completed  as
of January 1, 1995 and we have focused our analysis on changes to
the property and market conditions since that time.  The function
of this appraisal is to provide an independent valuation analysis
and  to  assist  in  monitoring  ownership's  investment  in  the
property.
    
Extent of the Appraisal Process
   In the process of preparing this appraisal, we:
    
- - - Inspected the exterior of the building and the site improvements and a
  representative sample of tenant spaces;

- - - Interviewed representatives of the property management company, Shopco;

- - - Reviewed leasing policy, concessions, tenant build-out allowances and history
  of recent rental rates and occupancy with the mall manager;

- - - Reviewed a detailed history of income and expenses as well as a budget
  forecast for 1996, including the budget for planned capital expenditures and
  repairs;

- - - Conducted  market  research  of occupancies, asking rents, concessions
  and operating expenses at competing retail properties, including
  interviews with on-site managers and a review of our own data base from
  previous appraisal files;

- - - Prepared an estimate of stabilized income and expenses (for capitalization
  purposes);

- - - Prepared a detailed discounted cash flow (DCF) analysis using Pro-Ject +plus
  software for the purpose of discounting the forecased net income stream into
  a present value of the leased fee estate for the center;

- - - Conducted market inquiries into recent sales of similar regional malls to
  ascertain sale prices per square foot, net income multipliers, and
  capitalization rates. This process involved telephone interviews with
  sellers, buyers and/or participating brokers;

- - - Prepared Sales Comparison and Income Approaches to value; Reconciled the
  value indications and concluded a final value estimate for the subject in its
  "as is" condition; and

- - - Prepared a Complete Appraisal of real property, with the results conveyed in
  this Summary Report.

Date of Value and Property Inspection

    On  January  16,  1996  Jay F. Booth  inspected  the  subject
property  and  its  environs.   Richard  W.  Latella,  MAI   also
inspected the property on January 18, 1996.  Our date of value is
January 1, 1996.
    
Property Rights Appraised
    Leased Fee Estate.
    
Definitions of Value, Interest Appraised, and Other Pertinent Terms

    The  definition  of  market  value  taken  from  the  Uniform
Standards  of  Professional Appraisal Practice of  the  Appraisal
Foundation, is as follows:
    
    The most probable price which a property should bring  in
    a  competitive  and  open  market  under  all  conditions
    requisite  to  a  fair sale, the buyer and  seller,  each
    acting  prudently  and knowledgeably,  and  assuming  the
    price  is  not affected by undue stimulus.   Implicit  in
    this  definition is the consummation of a sale  as  of  a
    specified  date and the passing of title from  seller  to
    buyer under conditions whereby:
    
    1.  Buyer  and seller are typically motivated;
    2.  Both parties are well informed or well advised, and acting in what they
        consider their own best interests;
    3.  A reasonable time is allowed for exposure in the open market;
    4.  Payment is made in terms of cash in U.S. dollars or in terms of
        financial arrangements comparable thereto; and
    5.  The price represents the normal consideration for the property sold
        unaffected by special or creative financing or sales concessions
        granted by anyone associated with the sale.
    
    Exposure Time
    Under Paragraph 3 of the Definition of Market Value,  the
    value  estimate  presumes  that  "A  reasonable  time  is
    allowed  for exposure in the open market". Exposure  time
    is  defined as the estimated length of time the  property
    interest being appraised would have been offered  on  the
    market  prior to the hypothetical consummation of a  sale
    at  the  market  value  on  the  effective  date  of  the
    appraisal.  Exposure  time is  presumed  to  precede  the
    effective date of the appraisal.
    
    The  following definitions of pertinent terms are taken  from
the  Dictionary  of Real Estate Appraisal, Third Edition  (1993),
published by the Appraisal Institute.
    
    Leased Fee Estate
    An  ownership interest held by a landlord with the rights
    of  use  and occupancy conveyed by lease to others.   The
    rights  of  the  lessor (the leased fee  owner)  and  the
    leased  fee  are  specified by contract  terms  contained
    within the lease.
    
    Market Rent
    The  rental  income that a property would  most  probably
    command  on  the  open market, indicated by  the  current
    rents paid and asked for comparable space as of the  date
    of appraisal.
    
    Market Value As Is on Appraisal Date
    The  value  of specific ownership rights to an identified
    parcel  of  real estate as of the effective date  of  the
    appraisal;  related  to  what physically  exists  and  is
    legally   permissible   and  excludes   all   assumptions
    concerning  hypothetical market  conditions  or  possible
    rezoning.
    
Legal Description
    A legal description is retained in our files.


                        MAP OF BALTIMORE/WASHINGTON AREA


                     REGIONAL ANALYSIS

Baltimore Metropolitan Area
    The subject property is located in Carroll County, which lies
approximately 25 miles northwest of the city of Baltimore.  It is
part  of  a  much  larger  area known as the  Baltimore  Standard
Metropolitan  Area.   The  Baltimore Standard  Metropolitan  Area
(MSA)  is  defined by the U.S. Department of Commerce, Bureau  of
the  Census,  to  include  Baltimore City  and  the  counties  of
Baltimore,  Howard and Anne Arundel, Harford, Carroll  and  Queen
Anne's.   Queen Anne's County was added to the Baltimore  MSA  in
1983.   In  total,  the  Baltimore MSA encompasses  2,618  square
miles.

Population Base
    A  significant indicator of change within a regional  economy
is  the  rate of growth of decline in an area's population  base.
This  has  a  direct  and obvious effect on real  estate  values.
Since  the supply of land is fixed, the demand for real  property
will  be  affected by an increase or decrease in  the  population
base.  The pattern, in turn, is reflected in values for the whole
spectrum of property types within the region.
    
    In  addition  to  the  more obvious relationship  changes  in
population  and  property values, there are a  variety  of  other
factors  which  should  also  be  considered.  Accordingly,   the
specific location of the subject property relative to the  trends
within  the  population  base  must  be  closely  examined.   For
example,  a  city  with  a  declining  population  base  may   be
experiencing  a  rise  in  property values  due  to  its  growing
importance as an employment center.  Also, the average  household
size  within  an  area,  when considered  along  with  population
trends,  gives a good indication of potential demand for  housing
as  well as goods and services within the area.  The chart  below
illustrates  the  continuing movement  from  the  city  into  the
outlying  counties.  Carroll County demonstrated an overall  rate
of  growth of 45.0 percent in the 1980-1995 period, equivalent to
a 2.50 percent compound annual rate of growth.  The Baltimore MSA
had  a  modest  12.5 percent increase in population growth  since
1980.

               Population Changes
                  Baltimore MSA
                      1995        1980    Percent
Baltimore MSA    2,475,052   2,199,497       12.5
Anne Arundel       463,733     370,775       25.1
Baltimore          715,986     655,615        9.2
County
Baltimore City     693,249     786,741     (11.9)
Carroll            139,691      96,356       45.0
Harford            206,517     145,930       41.5
Howard             219,313     118,572       85.0
Queen Ann's         36,563      25,508       43.3
Source: CACI: The Sourcebook of County Demographics


    It  is anticipated that this growth trend will continue  into
the foreseeable future.  According to the CACI, the Baltimore MSA
is  anticipated  to  increase its population by  4.5  percent  to
2,587,057.  The more rural counties such as Carroll, Harford  and
Howard will continue to see the largest percentage increases.

Employment Characteristics
    Until  1960,  the  majority  of  Baltimore's  workforce   was
employed  by the manufacturing industries.  Centered  around  the
Port  of  Baltimore, shipping and steel manufacturing were  among
the   major  economic  activities  in  the  region.    With   the
redirection of the national economy, many firms such as Bethlehem
Steel,  General Motors and Maryland Dry Dock began to suffer  and
consequently  laid  off  several  thousand  workers   or   ceased
operations all together.
    
    Baltimore has been slowly restructuring its economy and  this
has  created  new jobs to fill the void left by the deterioration
of  the  smoke-stack industries.  The following chart illustrates
the  shifting of employment from the manufacturing sector to  the
service sector during the past three decades.

                                  Employment Trends
                                     Baltimore MSA
                         1960            1990              1995 *
                             % of              % of              % of
                     Nos.   Total    Nos.     Total   Nos.      Total
Construction         37.5    6.0     73.5      6.3    130.3      10.9
Manufacturing       199.0   31.6    126.9     10.9    103.9       8.7
Util./Transp./Post.  55.4    8.8     56.3      4.9     55.8       4.7
Retail/Wholesale    126.7   20.1    274.9     23.7    264.2      22.1
Finance/Insururance  32.8    5.2     75.8      6.5     70.7       5.9
Service              82.8   13.2    333.6     28.7    357.4      30.0
Government           94.8   15.1    219.4     18.9    211.0      17.7
Total             629,000  100.0  1,160,400  100.0  1,193,300   100.0
* Preliminary data through November
Source: U.S. Department of Labor, Bureau of Labor Statistics


    Over  the period 1990-1995 (Nov), the metropolitan area added
only  32,800 jobs, an increase of 2.8 percent or .70 percent  per
annum.   Compared to gains in other comparably sized metropolitan
areas, this growth could be characterized as anemic.
    
    According  to  WEFA, a recognized economic  consulting  firm,
Metropolitan Baltimore has been faring worse than the state as  a
whole  and  appears to be losing jobs in 1995.  What is different
about  this year's performance is that the suburbs appear  to  be
losing  jobs while the city is apparently showing its  first  job
increase in six years.  Nevertheless, the metro area is  now  one
of  the  weakest in the nation.  Manufacturing continues to  shed
jobs  and  non-manufacturing has not  been  able  to  offset  the
weakness in manufacturing in 1995.  Since April the MSA has  lost
11,000 jobs and year-over-year job growth was negative by August.
Tourism  has  kept retail trade activity in the positive  column,
but  there  is  no  sector of its economy  generating  sufficient
stimulus to pull it forward.
    
    In  the  past, the traditional sources of job growth  in  the
Baltimore   economy   were  manufacturing   and   transportation.
Manufacturing employment in Baltimore has been in decline for the
past fifteen years and that trend does not appear to be changing.
In  fact,  the  Baltimore  manufacturing sector  has  surrendered
23,000 jobs since 1990, and while the rate of decline is expected
to slow, the erosion of manufacturing jobs from the local economy
is expected to continue.  While transportation, another important
industry  to Baltimore's economy, is not in decline,  it  is  not
creating  jobs.  Efforts to stabilize the Port of Baltimore  have
met  with  some  success  and  railway  operations  are  still  a
significant  component of the local transportation  sector.   But
the  realty is that the transportation industry nationally is not
expected  to  grow  significantly and among  older  port  cities,
Baltimore  still has a cost disadvantage.  As of  November  1995,
the  unemployment rate for Baltimore was 5.0 percent  versus  4.5
percent for Maryland.

    Baltimore's  private sector economy is now more  broad  based
than  five  years ago with services, manufacturing and technology
related   businesses   represented.   This   economic   diversity
manifests  itself in the varied type of industries based  in  the
region.   The manufacturing industry still maintains a  presence,
along   with  high-tech  contractors,  educational  institutions,
retailers and financial institutions.

           Top Ten Private Employers
                 Baltimore MSA
           Company Name               No. of
                                    Employees
The John Hopkins University &         21,000
  Hospital
Westinghouse Electric Company         15,900
MNC Financial                          9,500
Bethlehem Steel Company                8,000
Baltimore Gas & Electric Company       7,900
Giant Food, Inc.                       6,400
C&P Telephone Company                  5,300
University of Maryland Medical         4,500
  System
Blue Cross & Blue Shield of            4,500
  Maryland
University of Maryland at              4,500
  Baltimore
Source: Baltimore Business Journal Books of Lists


    Currently, the State of Maryland ranks third in total  number
of  U.S.  biotech firms.  Specific areas of concentration include
agriculture,  pharmaceuticals,  biotech  supplies   and   medical
supply,   service   and  device  companies.   Collectively,   the
Baltimore/Washington area has more scientists and engineers  than
any other region of the country.
    
    The  Baltimore  region  is a major center  for  life  science
research,  business and commerce.  Acting as a catalyst  in  this
evolutionary  movement is Johns Hopkins University,  the  largest
federally supported research university in the United States  and
along  with its world renowned medical institutions, the region's
top  employer.   Other institutions participating  and  expanding
into  life  science research include the University  of  Maryland
Baltimore,  Morgan  State University, the Maryland  Biotechnology
Institute  and the National Institute of Health (NIH).   The  NIH
has awarded more federal funds to the Baltimore-Washington Common
Market  for  biomedical research and development than  any  other
CMSA in the nation.  The following chart outlines the amount  and
geographic   distribution   of   these   federal   research   and
developmental funds.

                               Total R & D     National
   Institution                    Funds          Rank
                                 (000's)
Johns Hopkins University*        $648,385          1
MIT                              $287,157          2
Cornell University               $286,733          3
Stanford University              $295,994          4
University of Wisconsin          $285,982          5
University of MD, College Park   $159,510         26
University of MD, Baltimore       $75,000         65

* Figures include the Applied Physics Laboratory


    Not  surprising, these large amount of funds  have  attracted
the  private  sector  involved  in  biotechnology  research.   As
mentioned,  the  state ranks third in the nation in  the  percent
concentration   of  biotech  firms.   Such  companies   as   Nova
Pharmaceuticals,  Martek, Crop Genetics and  major  divisions  of
Becton  Dickinson  and  W.R. Grace operate within  the  Baltimore
region.
    
Income
    The  long  term ability of the population within an  area  to
satisfy  its  material  desires for goods and  services  directly
affects  the  price  levels of real estate and  can  be  measured
indirectly  through retail sales.  One measure  of  the  relative
wealth of an area is average household disposable income which is
available  for the purchase of food, shelter, and durable  goods.
In  order to present a reliable comparison of the relative wealth
of  the  component jurisdictions in the Baltimore  MSA,  we  have
examined  the  effective buying power income  of  the  region  as
reported  by  Sales  & Marketing Management's  Survey  of  Buying
Power.   Effective buying income is essentially income after  all
taxes or disposable income.
    
    According to the Survey of Buying Power - 1995, the Baltimore
MSA  had  a  median household Effective Buying  Income  (EBI)  of
$41,802, ranking it as the 48th highest metropolitan area in  the
country.  Among components, the median household EBI varied  from
a  low of $28,596 in the City of Baltimore to a household high of
$58,786 in Howard County.

         Effective Buying Income
              Baltimore MSA
                 (000's)            Median
                Total EBI         Household
                                     EBI
BALTIMORE MSA    $ 44,323,057      $41,802
Anne Arundel     $  9,031,127      $49,671
Baltimore County $ 14,065,979      $42,930
Baltimore City   $  9,445,953      $28,596
Carroll          $  2,474,685      $47,894
Harford          $  3,581,952      $45,731
Howard           $  5,113,691      $58,786
Queen Anne's     $    609,670      $39,088
Source:  Sales  &  Marketing  Management, 1995 Survey of Buying Power


    An  additional measure of the area's economic vitality can be
found  in income level distribution.  Approximately 39.2  percent
of  all  households  have effective buying income  in  excess  of
$50,000.   This  ranges  from a high of 61.4  percent  in  Howard
County  to  a  low  of  23.1 percent in the  City  of  Baltimore,
mirroring  median household EBI.  This would rank  the  area   as
18th  in  the country in this income category.  Other east  coast
metropolitan  areas  are  ranked as  indicated:   New  York  (1),
Washington (4), Philadelphia (5), Boston (6), Nassau/Suffolk (8),
with Chicago being second.
    
    A region's effective buying income is a significant statistic
because  it  conveys the effective wealth of the consumer.   This
figure alone can be misleading, however, if the consumer does not
spend   money.    Coupling  Baltimore's  EBI  with   the   area's
significant  retail sales and strong buying power  index,  it  is
clear   that  residents  do  spend  their  money  in  the  retail
marketplace.  The Baltimore MSA ranks 19th in retail sales,  19th
in  effective  buying  income and 19th in  buying  power.   These
statistics  place the Baltimore MSA in the top 5 percent  in  the
country.
    
Retail Sales
    Retail sales in the Baltimore Metropolitan Area are currently
estimated to exceed $20 billion annually.  As previously  stated,
Baltimore ranked nineteenth nationally in total retail sales  for
1994, the last year for which statistics are currently available.
Retail  sales  in  this metropolitan area  have  increased  at  a
compound annual rate of 4.15 percent since 1989.

            Retail Sales
    Baltimore Metropolitan Area
           (In Thousands)
                 Metropolitan
     Year           tan          % Change
                 Baltimore
     1989        $16,905,854        ---
     1990        $17,489,333       +3.45%
     1991        $17,484,100       -0.03%
     1992        $18,446,721       +5.51%
     1993        $19,610,884       +6.31%
     1994        $20,720,649       +5.66%
Compound Annual Change             +4.15%

Source: Sales and Marketing Management 1990-1994

Transportation
    Baltimore is centrally located in the Mid-Atlantic Region and
has  convenient  access to both east coast and  midwest  markets.
The  area is served by an extensive transportation network  which
consists  of highway, rail lines, airports, seaports, and  public
transportation.
    
    The  Baltimore  MSA  is traversed by a series  of  multi-lane
highways.    Interstate  95  runs  north-south   connecting   the
Northeast  corridor with Florida and, along with  the  Baltimore-
Washington Expressway, provides a link between the Baltimore  and
Washington beltways.  Interstate 83 provides access to  New  York
and  Canadian  markets.   Interstate  70  connects  the  Port  of
Baltimore  with Pittsburgh and the Midwest.  Finally,  all  major
materials  are  accessible from Interstate 695, Baltimore's  five
lane beltway.   The following chart illustrates Baltimore's close
proximity to the east coast and midwest markets.

 Highway Distance from Baltimore
Boston                     392
Chicago                    668
New York                   196
Philadelphia                96
Pittsburgh                 218
Richmond                   143
Washington, D.C.            37
Source:  Department of Economic & Community Development


    The  Baltimore  region  is served by  five  major  and  three
shortline  railroads including AMTRAK, Chessie System  Railroads,
ConRail,  and  Norfolk Southern Railroad.   Nearly  610  railroad
route miles traverse the region.  AMTRAK service, originating out
of   Pennsylvania  Station,  provides  access  to  the  Northeast
corridor,  including  Washington,  Philadelphia,  New  York   and
Boston.   Frequent commuter service between Washington, D.C.  and
Baltimore  is  provided by Maryland rail commuter  (MARC),  which
operates between Baltimore, Camden, and Pennsylvania Stations and
Washington  Union Station, making intermediate  stops  at,  among
others, Baltimore/Washington International Airport (BWI).   These
stations  are linked to their respective center cities by  metro-
rail and metro-bus systems.
    
    Baltimore's  buses connect nearly 80 miles of  the  city  and
provide access to Annapolis, Maryland's state capital.  The newly
completed  subway system links Baltimore's downtown  region  with
the northwesterly suburbs, traveling 14 miles, originating at the
Inner  Harbor  and terminating at Owings Mill.   A  multi-million
dollar  addition has been approved that will extend the  existing
subway from the Inner Harbor to Johns Hopkins Hospital.  Proposed
is  a  27  mile  long light rail system which will  connect  Hunt
Valley to the north with Glen Burnie to the south, plus a spur to
BWI  Airport.   This rail line will be a state-of-the-art,  above
ground rail system, electrically powered by overhead wires.   The
new line will run through downtown Baltimore and the Inner Harbor
and will share a common station with the existing subway line  at
Charles Center.
    
    The  Baltimore/Washington Airport (BWI)  is  located  in  the
southerly  portion of the Baltimore SMA in Anne  Arundel  County,
ten  miles from downtown Baltimore.  The modern airport hosts  18
passenger airlines that provide direct air service to 135  cities
in  the  United States and Canada.  U.S. Air is the major carrier
at BWI, having 45 gates with over 170 flights a day in and out of
BWI.  BWI also provides service to air freight carriers with  its
100,000 square foot Air Cargo Complex.  When compared with Dulles
and  Washington  National Airport, BWI services 28.6  percent  of
commercial passengers, 38.1 percent of commercial operations, and
57.3   percent  of  freight  customers.   BWI  has  spawned   the
development  of  15  new business parks and several  hotels,  has
created  nearly  10,000  jobs,  and  has  generated  a  statewide
economic  impact  of $1.7 billion in the form of  business  sales
made, goods and services purchased, and wages and taxes paid.
    
    Baltimore's  water port stretches over 45 miles of  developed
waterfront and reaches a depth of 42 feet.  With its six  million
square  feet  of warehouse and five million square feet  of  cold
storage, the port receives 4,000 vessels yearly.  These extensive
facilities  can  accommodate general, container, bulk  and  break
bulk  cargoes; it is the second busiest containerized cargo  port
in  the  Mid-Atlantic and Gulf-Coast regions.  Additionally,  the
port  is  the  second largest importer and exporter of  cars  and
trucks in the United States.  The Port of Baltimore is closer  to
the  midwest  than  any  other east  coast  port  and  within  an
overnight  drive of one-third of the nation's population.   These
are  some  of  the reasons that the port has become  a  preferred
destination for Pacific rim countries.
    
Conclusions
    The  overall outlook for the Metropolitan Baltimore  Area  is
cautiously optimistic.  The economic trends of the past 20  years
have  profoundly impacted the development of the  Baltimore  MSA.
The  service sector has filled the void left by the demise of the
heavy   industries   albeit  with   lower   paying   jobs.    The
manufacturing  industries, after a long decline,  have  begun  to
stabilize.   With resources being directed into urban  industrial
parks and enterprise zones, basic industry will continue to  play
an integral role in the region's economy.  However, the future is
in  the high-tech/bio-tech industries.  Funds have been allocated
by  the  government to join private institutions, such  as  Johns
Hopkins  and  private sector technical firms, in  order  to  make
Baltimore a national center for research and development.
    
    A  healthy  economy is the key ingredient to a  healthy  real
estate  market.   Over  the past several  years,  growth  in  the
Baltimore-Washington  real  estate  market  has  been  considered
strong,  with  rapid escalation in the values of  both  land  and
buildings.  On as national and international level, the Baltimore-
Washington  market  is  recognized as one of  the  stronger  real
estate  markets.   However, within the past 30 months,  the  real
estate  market  has slowed somewhat.  Most real  estate  analysts
anticipate a two to three year period of slow to moderate  growth
before the current market is back in balance.
    
    From   a   real   estate  perspective,  increasing   consumer
confidence  can have only positive effects on housing  and  those
who manufacture and distribute consumer goods.  Thus, residential
real  estate,  manufacturing plants, distribution facilities  and
retail  complexes  serve to benefit.  Low interest  rates  are  a
bonus  to the real estate market through lending criteria  remain
selective.  Chronic lagging job growth, particularly among office
workers, continues to adversely affect the office rental market.
    
    Baltimore's  housing  activity  declined  by  more  than  the
statewide average since the mid-1980s as manufacturing job losses
were  concentrated in the metro area.  This devastated employment
in  the  construction  sector.  There was a  modest  recovery  in
housing starts from the recession trough of 11.7 million units in
1991,  but  they only reached 13.8 million in 1993.   Job  losses
since  April  1995  have depressed housing  activity  as  housing
permits  are  down by 14.3 percent year-to-date.  Non-residential
construction   is   providing  some  support   to   the   overall
construction  sector due to the work on several  large  projects.
Non-residential  permit values are up 85 percent  through  August
from 1994 levels.
    
    Thus, over a long term, the Baltimore region benefits from  a
diversified  economic base which should protect the  region  from
the  effects  of  wide  swings  in  the  economy.   The  region's
strategic  location along the eastern seaboard and its reputation
as a major business center should further enhance the area's long
term  outlook.   Thus,  while  the current  short  term  economic
outlook  may  cause real estate values to remain stable,  a  more
optimistic long term outlook should have positive influences upon
real estate values.
    
Summary
    - Baltimore is the nineteenth largest metropolitan area in the country.
        Just by sheer size, the region represents a broad marketplace for all
        commodities including real estate.

    - The region's economy is diversified with the service industries now the
        largest single sector; manufacturing has stabilized after three decades
        of decline.  The outlook for continued expansion and investment in the
        biotechnology field is excellent led by the renowned John Hopkins
        University.

    - Regional economic trends point toward an era of modest growth which, over
        time, should eventually alleviate the current imbalance between supply
        and demand for some types of real property.  However, only those with a
        desirable location and functional design will outperform inflation in
        the general economy.

                             NEIGHBORHOOD ANALYSIS

General
    Eastpoint Mall is located in Baltimore County on the northern
portion of the Dundalk peninsula, one mile east of Baltimore City
limits.  It is conveniently located between Eastern Avenue, North
Point Boulevard, and Interstate 695.  Although it has access  and
visibility  from Eastern Avenue and North Point Boulevard,  which
both  have access off Interstate 695, the property is not visible
from the interstate.
    
Land Use Patterns
    Immediately  surrounding the Eastpoint Mall is a diverse  mix
of   land  uses,  including  office,  retail,  residential,   and
industrial.   Directly opposite Eastpoint Mall on Eastern  Avenue
is  an  older neighborhood shopping center with a mix of discount
retailers.   Across North Point Boulevard are some office  users,
most  notably  Eastpoint Office Park consisting of  approximately
92,000+/- square feet of Class B+/- office space.
    
    The surrounding residential areas are made up of older, well-
kept  single-  and multi-family homes.  There  is  a  balance  of
schools, churches, services and neighborhood amenities indicating
stability  of  the  area.   Although  industrial  parks  and  the
Baltimore City Sewage Treatment Plant are nearby, these uses  are
geographically isolated so as not to affect the character of  the
surrounding residential neighborhoods.
    
Summary
    The outlook for the immediate neighborhood is one of cautious
optimism.   The  neighborhood is relatively mature and  built-up.
The  subject's  most  promising  growth  potential  is  seen   in
capturing  a greater market share from its principal competitors,
the Golden Ring Mall and the White Marsh Mall.  The addition of a
10-screen  theater complex across Eastern Avenue should  help  to
generate additional traffic for the area.

                             RETAIL MARKET ANALYSIS

Trade Area Analysis
    Overview
    A  retail center's trade area contains people who are  likely
to patronize that particular property.  These customers are drawn
by  a  given class of goods and services provided by a particular
tenant  mix.   The  fundamental  drawing  power  comes  from  the
strength  of  anchor  tenants  at the  center,  as  well  as  the
national,  regional,  and  local  tenants  which  complement  and
support  the anchors.  A successful combination of these elements
creates  a destination for customers seeking a variety  of  goods
and services, as well as comfort and convenience of an integrated
shopping environment.
    
    In  order  to define and analyze the market potential  for  a
property  such as the subject, it is important to first establish
boundaries of the trade area from which the subject will draw its
customers.   In  some  cases, defining  the  trade  area  may  be
complicated by the existence of other retail facilities  on  main
thoroughfares within trade areas that are not clearly defined, or
whose  trade areas overlap with that of the subject.   Therefore,
transportation   and   access,  location  of   competition,   and
geographical  boundaries tend to set barriers for  the  subject's
potential trade area.

Scope of Trade Area
    Traditionally,  a  retail  center's  sales  are   principally
generated  from within its primary trade area, which is typically
within  reasonably  close geographic proximity  to  the  property
itself.   Generally, between 55.0 and 65.0 percent of a  center's
sales  are  generated from within its primary  trade  area.   The
secondary  trade  area generally refers to  more  outlying  areas
which  provide  less  frequent customers.  Residents  within  the
secondary trade area would be more likely to shop closer to  home
due  to time and travel constraints.  An additional 20.0 to  25.0
percent  of  a  center's sales will be generated  from  secondary
areas.  Finally, tertiary or peripheral trade areas refer to more
distant locations from which occasional customers reside.   These
residents  may be drawn to the center by a particular service  or
store which is not found locally.  Industry experience shows that
between  10.0  and 15.0 percent of a center's sales  are  derived
from  customers residing outside the trade area.  This  potential
is commonly referred to as inflow.
    
Trade Area Definition
    A  complete discussion of the subject's potential trade  area
is  beyond  the scope of this assignment.  Our Original Appraisal
provided a detailed analysis of the potential boundaries for  the
subject's potential draw, along with complete discussions of area
competition.  The analysis concluded that Eastpoint's primary and
secondary  trade  areas  most closely resemble  those  zip  codes
presented  in a study by Stillerman & Jones (1993).   This  trade
area  has  been identified as containing a total of 11 zip  codes
that  are bounded roughly by Joppa Road (north), St. Paul  Street
(west), and the Chesapeake Bay (south and east).
    
    The Primary Market segment, which generally falls within a 3-
mile   radius  of  the  center,  includes  the  major  zip   code
communities  of  Dundalk, Essex, Rosedale, and Highlandtown.   In
the  1993  Stillerman survey, it was estimated that approximately
55.0  percent of the subject's shoppers reside within the Primary
Market  area.   Eastpoint's  Primary  Market  zip  codes  are  as
follows:

       Primary Trade Area
   Zip Code       City/Location
     21202            21221
     21205            21222
     21213            21224
     21219            21231
Source:  Stillerman & Jones


    The   Secondary   Market   encompasses   several   additional
communities that generally fall within an 8 to 10 minute drive of
the  property, approximately a 5 to 6 mile radius of the  subject
site.  The following chart lists Secondary Market zip codes:


         Secondary Trade Area
  Zip Code      Zip Code    Zip Code
   21206         21220        21237
Source:  Stillerman & Jones


    We  have  utilized  this zip code-based survey  in  order  to
analyze   the   subject's  trade  area.    To   lend   additional
perspective,  we have separated the trade area into  the  Primary
and Secondary segments.  The table on the Facing Page presents an
overview  of the subject's Primary and Secondary trade  areas  as
reported by Equifax National Decision Systems.  A complete report
is included in the Addenda to this appraisal.


             TABLE ILLUSTRATING DEMOGRAPHIC STATITICS IN EASTPOINT
     MALLS'S TRADE AREA, BALTIMORE MSA, STATE OF MARYLAND AND UNITED STATES
    
Population
    Over the course of the past five years, population within the
Primary  Trade Area has been declining at a compound annual  rate
of  0.10  percent  per year.  Current estimates  show  a  Primary
Market  population  of  277,947.   Through  2000,  population  is
projected  to  grow at an annual rate of 0.22 percent  per  year.
Population  within the Secondary Market is estimated  at  115,463
and  has  been growing at a rate of 0.20 percent per annum  since
1990.   Secondary Market population growth is forecasted to  grow
by 0.39 percent per year through 2000.
    
    The   graphic  on  the  following  page  presents  forecasted
population  growth  within the subject's  Primary  and  Secondary
trade  areas over the next five years.  As can be seen, areas  to
the  east  in  Baltimore County are projected to see the  highest
growth.   The majority of the trade area is expected to see  only
moderate  growth through 2000.  Nonetheless, it is  important  to
recognize  that  this  total trade area contains  nearly  393,410
people with fair to moderate aggregate purchasing power.  As with
other  areas  of  the Baltimore MSA, population growth  has  been
occurring in outlying suburban areas.


         MAP ILLUSTRATING PROJECTED POPULATION GROWTH FROM 1995 - 2000
                      IN EASTPOINT MALL'S TOTAL TRADE AREA


Household Trends
    Household  formation within the subject's Primary Trade  Area
has  been growing at a faster pace than population growth.   This
is  a  national phenomenon generally brought on by higher divorce
rates,  younger  individuals postponing marriage, and  population
living  longer  on average.  Between 1990 and 1995,  the  Primary
Trade Area added 3,662 households, a 3.5 percent increase or 0.69
percent  per year.  Over the next five years, household formation
is  projected to increase at an annual rate of 0.72  percent  per
year.

    Household  formation is an important statistic for  retailers
in  that  household  units provide the demand necessary  for  the
purchase  of  goods  and  services.  With household  persons  per
household   is   declining.   Accordingly,  household   size   is
forecasted  to  continue to decrease from its present  figure  of
2.57 persons per unit, to 2.50 persons per household in 2000.
    
Trade Area Income
    Another  significant statistic for retailers  is  the  income
potential  within the Primary Trade Area.  The subject's  Primary
Market shows an average household income of about $35,448, with a
per  capita  income  of  $14,113.  The Secondary  Market  has  an
average   household  income  of  $40,731.   By  comparison,   the
Baltimore  MSA has an average household income of $52,158,  while
the United States has an average of about $46,791.
    
    Provided  on  a  Following Page is a graphic presentation  of
average  household income within the Primary and Secondary  trade
areas  of  the  subject's market.  As can be seen, areas  to  the
north, south and east have the highest levels of income.


                 MAP ILLUSTRATING 1995 AVERAGE HOUSEHOLD INCOME
                      IN EASTPOINT MALL'S TOTAL TRADE AREA


Retail Sales
    Retail  sales  and  sales growth are  also  indicators  which
retailers watch closely.  Retail sales provide important  insight
into  regional  economic  trends  and  the  relative  health   of
surrounding  areas.  The following table charts  historic  retail
sales trends within the subject's region.

                Retail Sales Trends (000)
            Baltimore                 State of     Washington
   Year       County   Baltimore      Maryland        D.C.
                          MSA                         MSA
   1985     $5,402,509 $13,681,848   $28,863,392  $25,219,988
   1990     $6,971,038 $17,489,333   $36,836,986  $32,925,657
   1993     $7,872,419 $19,610,884   $40,363,984  $39,205,140
   1994     $7,974,328 $20,720,649   $44,183,971  $43,632,568

CAGR: 85-94    +4.42%      4.72%        4.84%        6.28%
CAGR: 90-94    +3.42%      4.33%        4.65%        7.29%

Source:  Sales & Marketing Management "Survey  of  Buying Power"


    From  the  survey,  it  is evident that retail  sales  within
Baltimore County have been growing at a compound annual  rate  of
3.42  percent  since  1990,  lower than  the  Baltimore  MSA  and
Washington D.C.
    
Subject Property Sales
    While  retail  sales trends within the MSA  and  region  lend
insight into the underlying economic aspects of the market, it is
the subject's sales history that is most germane to our analysis.
    
Mall Shop Sales
    Sales reported for mall shops at the subject property can  be
broken  down into various components, including total shop sales,
comparable  or  same-store sales (mature sales),  and  new  store
sales. Total mall shop sales include new tenants, mature tenants,
and  those  tenants  which are terminated during  the  year.  The
following  table tracks sales at the subject property based  upon
total mall shop GLA.

               Subject Mall Shop Sales
           Total            Applicable     Sales
  Year     Sales      %         GLA       Per Sq.     %
           (000)   Change                    Ft.     Change
  1989    $50,077       --   276,302       $181.20       --
  1990    $56,912  +13.65%   297,486       $191.30  + 5.57%
  1991    $52,848   -7.14%   320,680       $164.80  -13.85%
  1992    $60,987  +15.40%   341,091       $178.80   +8.50%
  1993    $64,290   +5.42%   341,242       $188.40   +5.37%
  1994    $69,459   +8.04%   327,020       $212.40  +12.74%
  1995    $70,338   +1.27%   327,001       $215.10   +1.27%
CAGR: 89-95    --    5.83%        --            --    2.90%
CAGR: 92-95    --    4.87%        --            --    6.35%

Includes all mall shop sales; does not reflect  mature or same-store sales.

    Aggregate mall shop sales have increased at a compound annual
rate  of 5.83 percent per year since 1989.  In this regard, sales
increased  from  approximately $50.1 million  in  1989  to  $70.3
million  in  1995.  Abstracting a unit rate for each  year  based
upon  total reporting GLA, sales in 1995 reportedly increased  to
$215.10 per square foot.  This figure is skewed, however, due  to
the  inclusion of partial year tenants, both new and  terminating
stores.
    
    A  better  gauge of mall shop sales can be measured by  same-
store  or "Mature Sales" as reported by Shopco.  These comparable
store  sales  reflect  annual performance  for  stores  open  and
reporting  sales for the full prior year period.   The  following
chart shows "Mature Sales" for the subject property.

               Mature Store Sales
    Year       Sales Per Sq. Ft.    % Change
    1991            $201.50            --
    1992            $209.50         +  3.97%
    1993            $209.80         +  0.14%
    1994            $235.30         + 12.15%
    1995            $235.10         -  0.09%
Includes  mature store sales only; excludes  new tenants & terminated tenants.


    From  the  data,  it is clear that same-store  sales  at  the
subject  property  have  increased  substantially  over  previous
years,  declining slightly over 1994 figures.  For  1995,  mature
store sales reached $235 per square foot at the subject property.

Department Store Sales
    Department  store  sales at the subject  property  reportedly
reached  $74.8 million in 1995, reflecting a 2.5 percent increase
over  1994  figures.   The indicated overall  sales  average  per
square  foot  is $164.  The following chart shows  a  history  of
anchor store sales for the subject.

             Subject Anchor Sales (000)
  Year      Value     Ames     JC Penney    Sears
            City
  1989      $18,729  $  9,012     $14,827         --
  1990      $23,669  $  8,198     $14,282         --
  1991      $25,240  $  9,059     $13,287   $  4,964
  1992      $26,505  $  8,908     $14,122    $12,281
  1993      $28,002   $10,365     $15,326    $14,860
  1994      $29,384   $10,620     $15,566    $17,364
  1995      $29,177  $  9,897     $17,738    $17,968
CAGR: 89-95   7.67%     1.57%       3.03%         --
CAGR: 92-95   3.25%     3.57%       7.90%     13.52%
   
    As  can  be  seen,  department store sales have  grown  at  a
compound  annual rate of about 6.55 percent per year since  1992.
Sears  has  shown the strongest overall growth at 13.52  percent,
while  JC  Penney has had growth of 7.90 percent per  annum.   JC
Penney is on ground lease terms and not part of owned GLA.

Primary Competition
    As  further  discussion  of  the subject's  position  in  the
market, it is necessary that we briefly review the nature of area
competition.   The subject property competes most  directly  with
the Galleria Ring Mall and the White Marsh Mall.
    
    The  Galleria  Ring  Mall continues to  be  Eastpoint's  most
direct  competition located 3+/- miles northeast of the subject  at
Interstate 695 and Routes 7 and 40.  The mall was built  in  1974
and  renovated in 1992.  Total GLA is about 718,988+/- square  feet
on two-levels.  Golden Ring is anchored by Caldor (144,610 square
feet),  Hecht's  (149,600  square  feet),  and  Montgomery   Ward
(168,688  square feet), with theaters and a free-standing  strip.
Occupancy  is  reported to be around 95.0 percent,  with  average
mall  shop sales of $221 per square foot, up from about $213  per
square  foot  in 1993.  Four theaters were added to the  mall  in
1994 and crime continues to be a problem for this center.
    
    The White Marsh Mall, approximately 6+/- miles to the north, is
the subject's other competitive center, competing for portions of
Eastpoint's  secondary  trade area and upper-end  shoppers.   The
mall  is  situated  on  140+/-  acres at  Silver  Spring  Road  and
Interstate 95 and contains approximately 1,145,000+/- square  feet.
Anchors include Hecht's (120,000 square feet), JC Penney (132,000
square  feet),  Macy's (195,000 square feet), and Sears  (163,000
square  feet).   The  former Woodward &  Lothrop  store  (164,000
square feet) is still vacant following its closing and management
reports  that there are no negotiations underway for  the  space.
This  two-level,  enclosed  mall  was  constructed  in  1981  and
contains approximately 180+/- mall shops.  Average mall shop  sales
are  reported  to  be slightly over $300 per  square  foot,  with
occupancy  near 100.0 percent.  White Marsh is firmly  positioned
as  a  higher-end  center  with a complimentary  mix  of  tenants
serving  a  more  upscale  shopper.   A  considerable  amount  of
development has been occurring around White Marsh.  In 1994,  the
mall added a Warner Brothers superstore and additional theaters.
    
    These two properties compete most directly with Eastpoint and
create  formidable  boundaries to the subject's  potential  trade
area.
    
Proposed Competition
    To  the  best of our knowledge, there are no proposed  retail
centers that would compete directly with the subject property.
    
Secondary Competition
    The  subject  property is also influenced to some  degree  by
secondary  competition  within the surrounding  areas,  including
large community centers, big box users, and discounters.
    
Conclusion
    We  have  analyzed  the  retail trade area  for  the  subject
property,  along with profiles of the Baltimore MSA and Baltimore
County.   This  type of analysis is necessary in  order  to  make
reasonable assumptions regarding the continued performance of the
subject property.  Our trade area profile has been based  upon  a
zip code-based survey of shoppers frequenting the property.
    
    The  following points summarize our key conclusions regarding
the subject property and its trade area:

    -  The subject enjoys an accessible location within the heart of the
        nation's 14th largest MSA.

    -  Despite existing competition, Eastpoint Mall is an established mall with
        a history of customer loyalty. Its strategic location dominates the
        southeast portion of Baltimore County and northeast quadrant of
        Baltimore City.

    -  Baltimore County has the largest population in the MSA outside of the
        City of Baltimore. Generally, its economy has become increasingly
        diversified over the last decade.  Throughout the 1980s the county
        gained in affluence.  With approximately 29 percent of the MSA's
        population, the county  has averaged over 40 percent of the
        metropolitan area's retail sales.

    -  The subject's trade area has declined slightly in population, primarily
        as a result of the outmigration of residents from Baltimore City.

    -  Competition exists most directly with the Golden Ring Mall.  Golden
        Ring, together with the subject, have similar merchandising themes
        targeted to the middle income, blue collar residents that form the
        basis for the trade area. The subject's expansion, renovation and
        remerchandising has been timely and should continue to result in
        increased market share. Indications show that Golden Ring has suffered
        at the expense of Eastpoint.  Concurrently, we see a pronounced shift
        in tenants offering better merchandising that, in our opinion, more
        firmly positions the subject's competitive structure relative to Golden
        Ring and the White Marsh Mall.

    -  In view of the projected continued erosion of the City of Baltimore's
        population, management has redirected marketing efforts to focus on
        areas within and proximate to the trade area that have the most
        potential for growth.  Continued efforts should be  made to carefully
        select tenants that fit the profile of the customer base.

    On balance, it is our opinion that, with competent management
and  aggressive marketing, the subject property should  remain  a
viable  retail entity into the foreseeable future.   Our  outlook
for  the  subject's region continues to be positive,  with  below
average prospects for growth.

                              THE SUBJECT PROPERTY

Property Description
    Eastpoint Mall contains a total GLA of 863,243+/- square  feet.
Of this total, the enclosed mall consists of 297,511+/- square feet
and  separate  freestanding structures  contain  565,732+/-  square
feet,  including  anchors, free-standing buildings,  and  outdoor
tenants.   The  existing 67.121+/- acre site provides  parking  for
over 4,500 cars.
    
    The  subject  has successfully positioned itself against  its
competition through renovation and remerchandising over the  past
two  to  three  years.   The addition of natural  light  and  the
inclusion of tasteful pastel colors and neon accent lighting  has
transformed  the  mall's image from bland to a more  contemporary
atmosphere.    One   of  the  biggest  changes   has   been   the
transformation  of  the former Hutzler's  space  to  contain  the
mall's new food court on the main concourse level as well as  the
atrium  offices  on  the  remaining two  levels.   These  offices
consist  of a total rentable area of 55,435+/- square feet and  are
targeted  to smaller service and professional firms.   While  the
food  court has caught on and is doing well, the offices continue
to  have difficulty in attracting tenants.  We relate this to the
fact  that  an  office use in a traditional mall is  typically  a
difficult  concept to market.  In addition, the general  location
is considered secondary in relation to other quadrants of the MSA
that contain the bulk of the regions' office component.
    
    Since our previous report there have been no major changes to
the  subject  property.   Several lease transactions  have  taken
place  along  with lease renewals for some existing tenants.   We
are  advised that management has considered bringing  in  Service
Merchandise  as a so-called fifth anchor on the former  Firestone
outpad.   Service Merchandise would occupy a 50,000+/- square  foot
store  on  ground lease terms.  Although we have not reflected  a
deal of this nature, the addition would create additional draw to
the center.
    
    Structurally and mechanically, improvements appear to  be  in
good  condition.  Our review of the local environs  reveals  that
there  are  no  external influences which negatively  impact  the
value  of  the  subject property.  Although  crime  has  been  an
increasingly visible problem at area malls, the subject has taken
appropriate   action  to  combat  such  an  image  problem   with
heightened security measures.
    
Real Property Taxes and Assessments
    The  gross assessment for the subject for the fiscal tax year
(July  1994 through June 1995) is $16,912,090.  Real estate taxes
for   the  1994/1995  tax  period  are  $586,457.95.   Taxes  are
increased  on July 1st for the next fiscal tax period.  Ownership
has  budgeted  $598,600 for real estate taxes  in  calendar  year
1996,  comparable to the 1995 budget.  This figure  includes  the
projected increase in taxes on July 1st.  We have utilized  their
projection in our cash flow.
    
Zoning
    The  subject property is zoned BM-CT, Business Major  -  Town
Center  by  Baltimore  County.  Based on conversations  with  the
county zoning office, the subject's current retail/commercial use
is in conformance with the intent of this district.
    
    We  know  of  no deed restrictions, private or  public,  that
further  limit the subject property's use.  The research required
to  determine whether or not such restrictions exist, however, is
beyond the scope of this appraisal assignment.  Deed restrictions
are a legal matter and only a title examination by an attorney or
title  company  can  usually uncover such restrictive  covenants.
Thus,  we  recommend  a  title search to determine  if  any  such
restrictions do exist.

                              HIGHEST AND BEST USE

    According  to the Dictionary of Real Estate Appraisal,  Third
Edition  (1993),  a publication of the Appraisal  Institute,  the
highest and best use is defined as:

    The  reasonably probable and legal use of vacant land  or
    an  improved  property,  which  is  physically  possible,
    appropriately supported, financially feasible,  and  that
    results  in  the  highest value.  The four  criteria  the
    highest  and best use must meet are legal permissibility,
    physical possibility, financial feasibility, and  maximum
    profitability.

    We  evaluated  the  site's  highest  and  best  use  both  as
currently  improved  and  as if vacant in  the  Original  Report.
After  considering  all the uses which are  physically  possible,
legally   permissible,   financially  feasible,   and   maximally
productive,  it  is  our opinion that a concentrated  retail  use
built to its maximum feasible F.A.R. is the highest and best  use
of the mall site as though vacant.  Similarly, we have considered
the  same criteria with regard to the highest and best use of the
site  as improved.  After considering all pertinent data,  it  is
our  conclusion  that the highest and best use  of  the  site  as
improved is for its continued retail/commercial use.  We  believe
that  such a use will yield to ownership the greatest return over
the longest period of time.

                               VALUATION PROCESS

    Appraisers  typically use three approaches  in  valuing  real
property:   The Cost Approach, the Income Approach and the  Sales
Comparison  Approach.  The type and age of the property  and  the
quantity  and  quality  of data effect  the  applicability  in  a
specific appraisal situation.
    
    The Cost Approach renders an estimate of value based upon the
price  of  obtaining  a site and constructing improvements,  both
with  equal  desirability and utility as  the  subject  property.
Historically,  investors  have not emphasized  cost  analysis  in
purchasing  investment grade properties such as  regional  malls.
The  estimation  of  obsolescence  for  functional  and  economic
conditions  as  well as depreciation on improvements  makes  this
approach difficult at best.  Furthermore, the Cost Approach fails
to consider the value of department store commitments to regional
shopping  centers and the difficulty of site assemblage for  such
properties.   As such, the Cost Approach will not be employed  in
this  analysis  due  to  the fact that the marketplace  does  not
rigidly trade leased shopping centers on a cost/value basis.
    
    The  Sales  Comparison Approach is based on  an  estimate  of
value  derived  from  the comparison of similar  type  properties
which  have  recently been sold.  Through an  analysis  of  these
sales,  efforts  are made to discern the actions  of  buyers  and
sellers  active in the marketplace, as well as establish relative
unit  values  upon which to base comparisons with regard  to  the
mall.   This  approach has a direct application  to  the  subject
property.   Furthermore, this approach has been used  to  develop
investment  indices  and  parameters  from  which  to  judge  the
reasonableness of our principal approach, the Income Approach.
    
    By  definition, the subject property is considered an income/
investment  property.  Properties of this type  are  historically
bought  and  sold  on  the ability to produce economic  benefits,
typically  in the form of a yield to the purchaser on  investment
capital.   Therefore,  the  analysis of income  capabilities  are
particularly  germane  to  this  property  since  a  prudent  and
knowledgeable investor would follow this procedure  in  analyzing
its  investment  qualities.  Therefore, the Income  Approach  has
been  emphasized  as our primary methodology for this  valuation.
This  valuation concludes with a final estimate of the  subject's
market value based upon the total analysis as presented herein.
    
                           SALES COMPARISON APPROACH

Methodology
    The  Sales Comparison Approach provides an estimate of market
value  by  comparing recent sales of similar  properties  in  the
surrounding or competing area to the subject property.   Inherent
in  this  approach is the principle of substitution, which  holds
that,  when  a property is replaceable in the market,  its  value
tends  to  be  set at the cost of acquiring an equally  desirable
substitute property, assuming that no costly delay is encountered
in making the substitution.
    
    By  analyzing  sales that qualify as arms-length transactions
between  willing  and  knowledgeable buyers and  sellers,  market
value  and  price  trends  can be identified.   Comparability  in
physical,   locational,  and  economic  characteristics   is   an
important criterion when comparing sales to the subject property.
The  basic steps involved in the application of this approach are
as follows:

    1. Research recent, relevant property sales and current offerings
        throughout the competitive marketplace;

    2. Select and analyze properties considered most similar to the subject,
        giving consideration to the time of sale, change in economic conditions
        which may have occurred since date of sale, and other physical,
        functional, or locational factors;

    3. Identify sales which include favorable financing and calculate the cash
        equivalent price; and

    4. Reduce the sale prices to a common unit of comparison, such as price per
        square foot of gross leasable area sold;

    5. Make appropriate adjustments between the comparable properties and the
        property appraised; 6. Interpret the adjusted sales data and draw a
        logical value conclusion.

    The most widely-used, market-oriented units of comparison for
properties such as the subject are the sale price per square foot
of   gross  leasable  area  (GLA)  purchased,  and  the   overall
capitalization rate extracted from the sale.  This latter measure
will  be  addressed  in the Income Approach  which  follows  this
methodology.   An  analysis of the inherent sales  multiple  also
lends additional support to the Sales Comparison Approach.

Market Overview
    The  typical purchaser of properties of the subject's caliber
includes  both  foreign and domestic insurance  companies,  large
retail  developers,  pension funds, and  real  estate  investment
trusts  (REIT's).   The large capital requirements  necessary  to
participate  in  this  market  and  the  expertise  demanded   to
successfully operate an investment of this type, both  limit  the
number  of active participants and, at the same time, expand  the
geographic   boundaries  of  the  marketplace  to   include   the
international  arena.   Due  to the relatively  small  number  of
market  participants and the moderate amount of  quality  product
available  in the current marketplace, strong demand  exists  for
the nation's quality retail developments.
    
    Most  institutional  grade  retail properties  are  existing,
seasoned  centers with good inflation protection.  These  centers
offer  stability  in income and are strongly  positioned  to  the
extent  that  they  are formidable barriers to  new  competition.
They  tend to be characterized as having three to five department
store  anchors, most of which are dominant in the  market.   Mall
shop  sales are at least $300 per square foot and the trade  area
offers  good growth potential in terms of population  and  income
levels.   Equally important are centers which offer  good  upside
potential  after  face-lifting, renovations, or expansion.   With
new  construction  down  substantially, owners  have  accelerated
their    renovation   and   remerchandising   programs.    Little
competition  from over-building is likely in most mature  markets
within  which these centers are located.  Environmental  concerns
and "no-growth" mentalities in communities continue to be serious
impediments to new retail developments.

    Over the past 18+/- months, we have seen real estate investment
return  to  favor  as  an  important part of  many  institutional
investors'   diversified  portfolios.   Banks  are   aggressively
competing  for  business, trying to regain market share  lost  to
Wall  Street, while the more secure life insurance companies  are
also  reentering  the market.  The re-emergence  of  real  estate
investment trusts (REITs) has helped to provide liquidity  within
the real estate market, pushing demand for well-tenanted, quality
property, particularly regional malls.  Currently, REITs are  one
of  the most active segments of the industry and are particularly
attractive to institutional investors due to their liquidity.

    The  market for dominant Class A institutional quality  malls
is  tight, as characterized by the limited amount of good quality
product  available.  It is the consensus that  Class  A  property
would  trade in the 7.0 to 8.0 percent capitalization rate range.
Conversely,  there are many second tier and lower  quality  malls
offered on the market at this time.  With limited demand  from  a
much  thinner market, cap rates for this class of malls are  felt
to be in the much broader 8.5 to 15.0 percent range.  Reportedly,
there are 50+/- malls on the market currently.  Pessimism about the
long term viability of many of these lower quality malls has been
fueled by the recent turmoil in the retail industry.  It is  felt
that the subject resides on the better quality end of this latter
category.
    
    To   better  understand  where  investors  stand  in  today's
marketplace, we have surveyed active participants in  the  retail
investment  market.  Based upon our survey, the following  points
summarize  some of the more important " hot buttons "  concerning
investors:
    
          1. Occupancy Costs - This " health ratio " measure is of fundamental
              concern today.  Investors like to see ratios under 13.0 percent
              and become quite concerned when they exceed 15.0 percent.  This
              appears to be by far the most important issue to an investor
              today.  Investors are looking for long term growth in cash flow
              and want to realize this growth through real rent increases. High
              occupancy costs limit the amount of upside through lease
              rollovers.

          2. Market Dominance  - The mall should truly be the dominant mall in
              the market, affording it a strong barrier to entry.  Some
              respondents feel this is more important than the size of the
              trade area itself.

          3. Strong Anchor Alignment - Having at least three department stores,
              two of which are dominant in that market.  The importance of the
              traditional department store as an anchor tenant has returned to
              favor after several years of weak performance and confusion as to
              the direction of the industry. As a general rule, most
              institutional investors would not be attracted to a two-anchor
              mall.

          4. Dense Marketplace - Several of the institutional investors favor
              markets of 300,000 to 500,000 people (at least 150,000
              households) or greater within a 5 to 7 mile radius.  Population
              growth in the trade area is also very important.  One advisor
              likes to see growth 50.0 percent better than the U.S. average.
              Another investor cited that they will look at trade areas of
              200,000+/- but that if there is no population growth forecasted in
              the market, a 50+/- basis point adjustment to the cap rate at the
              minimum is warranted.

          5. Income Levels - Household incomes of $50,000+ which tends to be
              limited in many cases to top 50 MSA locations.

          6. Good Access - Interstate access with good visibility and a
              location within or proximate to the growth path of the community.

          7. Tenant Mix - A complimentary tenant mix is important.  Mall shop
              ratios of 35+/- percent of total GLA are considered average with
              75.0 to 80.0 percent allocated to national tenants.  Mall shop
              sales of at least $250 per square foot with a demonstrated
              positive trend in sales is also considered to be important.

          8. Physical Condition - Malls that have good sight lines, an updated
              interior appearance, and a physical plant in good shape are looked
              upon more favorably.  While several developers are interested in
              turn-around situations, the risk associated with large capital
              infusions can add at least 200 to 300 basis points onto a cap
              rate.

          9. Environmental Issues - The impact of environmental problems cannot
              be understated.  There are several investors who won't even
              look at a deal if there are any potential environmental issues
              no matter how seemingly insignificant.

         10. Operating Covenants - Some buyers indicated that they would not be
              interested in buying a mall if the anchor store operating
              covenants were to expire over the initial holding period.
              Others weigh each situation on its own merit.  If it is a
              dominant center with little likelihood of someone coming into
              the market with a new mall, they are not as concerned about the
              prospects of loosing a department store.  If there is a chance
              of loosing an anchor, the cost of keeping them must be weighed
              against the benefit.  In  many of their malls they are finding
              that traditional department stores are not always the optimum
              tenant but that a category killer or other big box use would be
              a more logical choice.
    
    In  the  following section we will discuss trends which  have
become  apparent over the past several years involving  sales  of
regional malls.
    
Regional Mall Property Sales
    Evidence  has  shown that mall property sales  which  include
anchor  stores have lowered the square foot unit prices for  some
comparables,  and  have affected investor  perceptions.   In  our
discussions  with major shopping center owners and investors,  we
learned that capitalization rates and underwriting criteria  have
become  more  sensitive  to  the  contemporary  issues  affecting
department store anchors.  Traditionally, department stores  have
been  an integral component of a successful shopping center  and,
therefore,  of similar investment quality if they were performing
satisfactorily.
    
    During  the  1980's a number of acquisitions,  hostile  take-
overs   and  restructurings  occurred  in  the  department  store
industry which changed the playing field forever.  Weighted  down
by intolerable debt, combined with a slumping economy and a shift
in  shopping  patterns, the end of the decade  was  marked  by  a
number  of  bankruptcy  filings  unsurpassed  in  the  industry's
history.   Evidence of further weakening continued into 1991-1992
with  filings  by  such major firms as Carter Hawley  Hale,  P.A.
Bergner & Company, and Macy's.  In early 1994, Woodward & Lothrop
announced   their  bankruptcy  involving  two  department   store
divisions  that  dominate the Philadelphia  and  Washington  D.C.
markets.  Recently, most of the stores were acquired by  the  May
Department  Stores Company, effectively ending the  existence  of
the  134  year old Wanamaker name, the nation's oldest department
store  company.  More recently, however, department  stores  have
been reporting a return to profitability resulting from increased
operating economies and higher sales volumes.  Sears, once marked
by  many  for  extinction, has more recently won  the  praise  of
analysts.  Federated Department Stores has also been acclaimed as
a   text  book  example  on  how  to  successfully  emerge   from
bankruptcy.   They  have  merged with Macy's  and  more  recently
acquired  the Broadway chain to form one of the nation's  largest
department store companies.
    
    With all this in mind, investors are looking more closely  at
the strength of the anchors when evaluating an acquisition.  Most
of  our  survey  respondents were of the opinion that  they  were
indifferent  to  acquiring  a center that  included  the  anchors
versus  stores  that were independently owned if they  were  good
performers.   However,  where  an  acquisition  includes   anchor
stores, the resulting cash flow is typically segregated with  the
income attributed to anchors (base plus percentage rent) analyzed
at a higher cap rate then that produced by the mall shops.
    
    However,  more  recent  data  suggests  that  investors   are
becoming more troubled by the creditworthiness of the mall shops.
With   an   increase   in  bankruptcies,   store   closures   and
consolidations,  we  see investors looking more  closely  at  the
strength and vulnerabilities of the in-line shops.  As a  result,
there has been a marked trend of increasing capitalization rates.

    
                     TABLE SHOWING 1995 REGIONAL MALL SALES

                     TABLE SHOWING 1994 REGIONAL MALL SALES


    Cushman  &  Wakefield has extensively tracked  regional  mall
transaction activity for several years.  In this analysis we will
show sales trends since 1991.  Summary charts for the older sales
(1991-1993)  are provided in the Addenda.  The more recent  sales
(1994/1995)  are provided herein.  These sales are  inclusive  of
good  quality Class A or B+/- properties that are dominant in their
market.   Also  included  are weaker properties  in  second  tier
cities that have a narrower investment appeal.  As such, the mall
sales presented in this analysis show a wide variety of prices on
a per unit basis, ranging from $59 per square foot up to $556 per
square foot of total GLA purchased.  When expressed on the  basis
of  mall shop GLA acquired, the range is more broadly seen to  be
$93   to  $647  per  square  foot.   Alternatively,  the  overall
capitalization rates that can be extracted from each  transaction
range from 5.60 percent to rates in excess of 11.0 percent.
    
    One  obvious explanation for the wide unit variation  is  the
inclusion (or exclusion) of anchor store square footage which has
the  tendency to distort unit prices for some comparables.  Other
sales include only mall shop area where small space tenants  have
higher rents and higher retail sales per square foot.  A shopping
center sale without anchors, therefore, gains all the benefits of
anchor/small  space synergy without the purchase  of  the  anchor
square  footage.   This drives up unit prices to  over  $250  per
square foot, with most sales over $300 per square foot of salable
area.    A   brief  discussion  of  historical  trends  in   mall
transactions follows.

    -   The fourteen sales included for 1991 show a mean average price per
        square foot sold of $282.  On the basis of mall shop GLA sold, these
        sales present a mean of $357. Sales multiples range from .74 to 1.53
        with a mean of 1.17. Capitalization rates range from 5.60 to 7.82
        percent with an overall mean of 6.44 percent.  The mean terminal
        capitalization rate is approximately 100 basis points higher, or 7.33
        percent. Yield rates range between 10.75 and 13.00 percent, with a mean
        of 11.52 percent for those sales reporting IRR expectancies.

    -   In 1992, the eleven transactions display prices ranging from $136 to
        $511 per square foot of GLA sold, with a mean of $259 per square foot.
        For mall shop area sold, the 1992 sales suggest a mean price of $320
        per square foot. Sales multiples range from .87 to 1.60 with a mean of
        1.07. Capitalization rates range between 6.00 and 7.97 percent with the
        mean cap rate calculated at 7.31 percent for 1992.  For sales reporting
        a going-out cap rate, the mean is shown to be 7.75 percent.  Yield
        rates range from 10.75 to around 12.00 percent with a mean of 11.56
        percent.

    -   For  1993,  a total of  sixteen transactions have been tracked.  These
        sales show an overall average sale price of $242 per square foot based
        upon total GLA sold and $363 per square foot based solely upon mall GLA
        sold. Sales multiples range from .65 to 1.82 and average 1.15.
        Capitalization rates continued to rise in 1993, showing a range between
        7.00 and 10.10 percent.  The overall mean has been calculated to be
        7.92 percent.  For sales reporting estimated terminal cap rates, the
        mean is also equal to 7.92 percent. Yield rates for 1993 sales range
        from 10.75 to 12.50 percent with a mean of 11.53 percent for those
        sales reporting IRR expectancies.  On balance, the year was notable for
        the number of dominant Class A malls which transferred.

    -   Sales data for 1994 shows fourteen confirmed transactions with an
        average unit price per square foot of $197 per square foot of total GLA
        sold and $288 per square foot of mall shop GLA.  Sales multiples range
        from .57 to 1.43 and average .96.  The mean going-in capitalization
        rate is shown to be 8.37 percent.  The residual capitalization rates
        average 8.13 percent.  Yield rates range from 10.70 to 11.50 percent
        and average 11.17 percent.  During 1994, many of the closed
        transactions involved second and third tier malls.  This accounted for
        the significant drop in unit rates  and corresponding increase in cap
        rates.  Probably the most significant sale involved the Riverchase
        Galleria, a 1.2 million square foot center in Hoover, Alabama.  LaSalle
        Partners purchased the mall of behalf of the Pennsylvania Public School
        Employment Retirement System for $175.0 million.  The reported cap rate
        was approximately 7.4 percent.

    -   Cushman & Wakefield has researched 14 mall transactions for 1995. With
        the exception of Sale No. 95-1 (Natick Mall) and 95-2 (Smith Haven
        Mall), by and large the quality of malls sold are lower than what has
        been shown for prior years.  For example, the average transaction price
        has been slipping.  In 1993, the peak year, the average deal was nearly
        $133.8 million.  Currently, it is shown to be $90.7 million which is
        even skewed upward by Sale Nos. 95-1 and 95-2.  The average price per
        square foot of total GLA is calculated to be $152 per square foot.  The
        range in values of mall GLA sold are $93 to $607 with an average of
        $275 per square foot.  Characteristic of these lesser quality malls
        would be higher initial capitalization rates.  The range for these
        transactions is 7.47 to 11.1 percent with a mean of 9.14 percent, the
        highest average over the past five years.  Most market participants
        feel that continued turmoil in the retail industry will force cap rates
        to move higher over the ensuing year.

    While  these unit prices implicitly contain both the physical
and economic factors affecting the real estate, the statistics do
not  explicitly convey many of the details surrounding a specific
property.   Thus,  this  single index to  the  valuation  of  the
subject  property has limited direct application.  The price  per
square  foot of mall shop GLA acquired yields one common form  of
comparison.   However,  this can be distorted  if  anchor  and/or
other major tenants generate a significant amount of income.  The
following  chart summarizes the range and mean for this  unit  of
comparison by year of sale.

Transaction   Price/SF    Price/     Sales
  Year        Unit Rate     SF     Multiple
               Range *     Mean
  1991       $203 - $556   $357      1.17
  1992       $226 - $511   $320      1.07
  1993       $173 - $647   $363      1.15
  1994       $129 - $502   $288       .96
  1995        $93 - $607   $264       .98

* Includes all sales by each respective year.

    As discussed, one of the factors which may influence the unit
rate  is  whether or not anchor stores are included in the  total
GLA which is transferred.  Thus, a further refinement can be made
between those malls which have transferred with anchor space  and
those  which  have included only mall GLA.  Chart A, shown  below
makes this distinction.

                                    CHART A
                              Regional Mall Sales
                         Involving Mall Shop Space Only

      1991                 1992                1993                1994
Sale  Unit  NOI     Sale   Unit    NOI   Sale  Unit    NOI   Sale  Unit    NOI
 No.  Rate  Per      No.   Rate    Per    No.  Rate    Per    No.  Rate    Per
            SF                     SF                  SF                  SF

91-1  $257  $15.93  92-2   $348  $25.27  93-1* $355  $23.42  94-1  $136  $11.70
91-2  $232  $17.65  92-9   $511  $33.96  93-4  $471  $32.95  94-3  $324  $22.61
91-5  $203  $15.89  92-11  $283  $19.79  93-5  $396  $28.88  94-12 $136  $14.00
91-6  $399  $24.23                       93-7  $265  $20.55  94-14 $241  $18.16
91-7  $395  $24.28                       93-14 $268  $19.18
91-8  $320  $19.51
91-10 $556  $32.22
Mean  $337  $21.39  Mean   $381  $26.34  Mean  $351  $25.00  Mean  $209  $16.62

*  Sale included peripheral GLA.



    From  the  above  we see that the mean unit  rate  for  sales
involving  mall shop GLA only has ranged from approximately  $209
to  $381 per square foot.  We recognized that these averages  may
be  skewed  somewhat by the size of the sample.  To  date,  there
have been no 1995 transactions involving only mall shop GLA.
    
    Alternately, where anchor store GLA has been included in  the
sale, the unit rate is shown to range widely from $53 to $410 per
square foot of salable area, indicating a mean of $227 per square
foot  in 1991, $213 per square foot in 1992, $196 per square foot
in 1993, $193 per square foot in 1994 and $145 per square foot in
1995.  Chart B following depicts this data.

                                    CHART B
                              Regional Mall Sales
                      Involving Mall Shops and Anchor GLA
       1991                     1992                      1993

Sale   Unit    NOI       Sale   Unit    NOI        Sale   Unit     NOI
No.    Rate    Per       No.    Rate    Per        No.    Rate     Per
               SF                       SF                         SF

91-3   $156  $11.30      92-1   $258   $20.24      93-2    $225   $17.15
91-4   $228  $16.50      92-3   $197   $14.17      93-3    $135   $11.14
91-9   $193  $12.33      92-4   $385   $29.43      93-6    $224   $16.39
91-11  $234  $13.36      92-5   $182   $14.22      93-7    $ 73   $ 7.32
91-12  $287  $17.83      92-6   $203   $16.19      93-9    $279   $20.66
91-13  $242  $13.56      92-7   $181   $13.60      93-10   $ 97   $ 9.13
91-14  $248  $14.87      92-8   $136   $ 8.18      93-11   $289   $24.64
                         92-10  $161   $12.07      93-12   $194   $13.77
                                                   93-13   $108   $ 9.75
                                                   93-14   $322   $24.10
                                                   93-15   $214   $16.57


Mean   $227  $14.25      Mean   $213   $16.01       Mean   $196   $15.51


                                    CHART B
                              Regional Mall Sales
                      Involving Mall Shops and Anchor GLA
         1994                          1995
Sale     Unit      NOI        Sale     Unit      NOI
No.      Rate    Per SF        No.     Rate     Per SF
94-2     $296    $23.12       95-1     $410     $32.95
94-4     $133    $11.69       95-2     $272     $20.28
94-5     $248    $18.57       95-3     $ 91     $ 8.64
94-6     $112    $ 9.89       95-4     $105     $ 9.43
94-7     $166    $13.86       95-5     $ 95     $ 8.80
94-8     $ 83    $ 7.63       95-6     $ 53     $ 5.89
94-9     $ 95    $ 8.57       95-7     $ 79     $ 8.42
94-10    $155    $13.92       95-8     $ 72     $ 7.16
94-11    $262    $20.17       95-9     $ 96     $ 9.14
94-13    $378    $28.74       95-10    $212     $17.63
                              95-11    $ 56     $ 5.34
                              95-12    $ 59     $ 5.87
                              95-13    $143     $11.11
                              95-14    $287     $22.24

Mean     $193    $15.62       Mean     $145     $12.35

* Sale included peripheral GLA.
  
  
Analysis of Sales
    Within  Chart  B,  we  have presented  a  summary  of  recent
transactions  (1991-1995) involving regional and  super-regional-
sized  retail  shopping  malls from which  price  trends  may  be
identified  for  the  extraction  of  value  parameters.    These
transactions have been segregated by year of acquisition so as to
lend  additional  perspective on our analysis.  Comparability  in
both physical and economic characteristics are the most important
criteria for analyzing sales in relation to the subject property.
However, it is also important to recognize the fact that regional
shopping malls are distinct entities by virtue of age and design,
visibility and accessibility, the market segmentation created  by
anchor  stores and tenant mix, the size and purchasing  power  of
the  particular trade area, and competency of management.   Thus,
the  "Sales Comparison Approach", when applied to a property such
as the subject can, at best, only outline the parameters in which
the  typical  investor  operates.  The majority  of  these  sales
transferred either on an all cash (100 percent equity)  basis  or
its   equivalent   utilizing   market-based   financing.    Where
necessary,  we  have  adjusted the purchase  price  to  its  cash
equivalent basis for the purpose of comparison.
    
    As  suggested,  sales  which include anchors  typically  have
lower  square  foot unit prices.  In our discussions  with  major
shopping   center   owners  and  investors,   we   learned   that
capitalization rates and underwriting criteria have  become  more
sensitive  to the contemporary issues dealing with the department
store anchors.  As such, investors are looking more closely  than
ever   at  the  strength  of  the  anchors  when  evaluating   an
acquisition.
    
    As   the  reader  shall  see,  we  have  attempted  to   make
comparisons  of  the transactions to the subject primarily  along
economic  lines.   For  the  most  part,  the  transactions  have
involved  dominant  or  strong Class A  centers  in  top  50  MSA
locations  which generally have solid, expanding trade areas  and
good  income  profiles.  Some of the other  transactions  are  in
decidedly  inferior  second tier locations  with  limited  growth
potential  and near term vacancy problems.  These sales  tend  to
reflect lower unit rates and higher capitalization rates.
  
   "As Is" Valuation of Subject
  
    Because  the subject is theoretically selling both mall  shop
GLA and owned department stores, we will look at the recent sales
involving  both types in Chart B more closely.  As  a  basis  for
comparison, we will analyze the subject based upon projected NOI.
The  first  year NOI has been projected to be $11.23  per  square
foot  (CY  1996), based upon 694,274+/- square feet of  owned  GLA.
Derivation  of  the subject's projected net operating  income  is
presented  in  the "Income Approach" section of  this  report  as
calculated by the Pro-Ject model.  With projected NOI  of  $11.23
per  square foot, the subject falls toward the low-middle of  the
range exhibited by the comparable sales.
    
    Since  the  income  that  an asset will  produce  has  direct
bearing  on the price that a purchaser is willing to pay,  it  is
obvious  that a unit price which falls toward the middle  of  the
range  indicated  by the comparables would be applicable  to  the
subject.  The  subject's anticipated net income can be  initially
compared  to  the  composite mean of the annual  transactions  in
order  to  place  the subject in a frame of reference.   This  is
shown on the following chart.

Sales   Mean       Subject     Subject
Year    NOI        Forecast     Ratio
1991    $14.25      $11.23      78.8%
1992    $16.01      $11.23      70.1%
1993    $15.51      $11.23      72.4%
1994    $15.62      $11.23      71.9%
1995    $12.35      $11.23      90.9%


    With  first year NOI forecasted at approximately 70.6 to 90.9
percent  of the mean of these sales in each year, the unit  price
which  the  subject property would command should be expected  to
fall within a relative range.
  
Net Income Multiplier Method
    Many  of the comparables were bought on expected income,  not
gross  leasable  area, making unit prices a  somewhat  subjective
reflection of investment behavior regarding regional  malls.   In
order  to  quantify the appropriate adjustments to the  indicated
per square foot unit values, we have compared the subject's first
year  pro  forma net operating income to the pro forma income  of
the  individual  sale  properties.  In  our  opinion,  a  buyer's
criteria  for  the  purchase of a retail property  is  predicated
primarily  on  the property's income characteristics.   Thus,  we
have  identified a relationship between the net operating  income
and  the  sales price of the property.  Typically, a  higher  net
operating  income per square foot corresponds to a  higher  sales
price  per  square foot.  Therefore, this adjustment incorporates
factors  such  as  location, tenant mix, rent  levels,  operating
characteristics, and building quality.
    
    Provided  below, we have extracted the net income  multiplier
from  each  of  the  improved sales.  We have included  only  the
recent  sales  data  (1995).  The equation  for  the  net  income
multiplier  (NIM), which is the inverse of the equation  for  the
capitalization rate (OAR), is calculated as follows:
  
         NIM   =                  Sales Price
                                  Net Operating Income
  
                       Net Income Multiplier Calculation
                                                  Net
        Sale       NOI/SF       Price/SF        Income
        No.                                    Multiplier

        95-1        $32.95        $410           12.44
        95-2        $20.28        $272           13.41
        95-3        $ 8.64        $ 91           10.53
        95-4        $ 9.43        $105           11.13
        95-5        $ 8.80        $ 95           10.80
        95-6        $ 5.89        $ 53            9.00
        95-7        $ 8.42        $ 79            9.38
        95-8        $ 7.16        $ 72           10.06
        95-9        $ 9.14        $ 96           10.50
        95-10       $17.63        $212           12.02
        95-11       $ 5.34        $ 56           10.49
        95-12       $ 5.87        $ 59           10.05
        95-13       $11.11        $143           12.87
        95-14       $22.24        $287           12.90
        Mean        $12.35        $145           11.11


    Valuation  of the subject property utilizing the  net  income
multipliers  (NIMs) from the comparable properties  accounts  for
the  disparity of the net operating incomes ($NOI's)  per  square
foot  between  the  comparables and  the  subject.   Within  this
technique, each of the adjusted NIM's are multiplied by the  $NOI
per  square foot of the subject, which produces an adjusted value
indication for the subject.  The net operating income per  square
foot for the subject property is calculated as the first year  of
the holding period, as detailed in the Income Approach section of
this report.


  
     Adjusted Unit Rate Summary
        Subjec     Net     Indicated
 Sale      t      Income     Price
  No.   NOI/SF  Multiplier   $/SF

95-1   $11.23    12.44     $139.70
95-2   $11.23    13.41     $150.59
95-3   $11.23    10.53     $118.25
95-4   $11.23    11.13     $124.99
95-5   $11.23    10.80     $121.28
95-6   $11.23     9.00     $101.07
95-7   $11.23     9.38     $105.34
95-8   $11.23    10.06     $112.97
95-9   $11.23    10.50     $117.92
95-10  $11.23    12.02     $134.98
95-11  $11.23    10.49     $117.80
95-12  $11.23    10.05     $112.86
95-13  $11.23    12.87     $144.53
95-14  $11.23    12.90     $144.87
Mean   $11.23    11.11     $124.77


    From  the process above, we see that the indicated net income
multipliers range from 9.00 to 13.41 with a mean of  11.11.   The
adjusted  unit rates range from $101 to $151 per square  foot  of
owned  GLA  with a mean of $125 per square foot.  The comparables
with  $NOIs/SF comparable to the subject show multipliers between
10.50 and 12.87, resulting in adjusted unit rates for the subject
from $118 to $145 per square foot.
    
    We  recognize  that the sale price per square foot  of  gross
leasable  area,  including  land, implicitly  contains  both  the
physical and economic factors of the value of a shopping  center.
Such  statistics by themselves, however, do not explicitly convey
many  of  the  details  surrounding a specific  income  producing
property  like  the subject.  Nonetheless, the  process  we  have
undertaken  here is an attempt to quantify the unit  price  based
upon the subject's income producing potential.
    
    Considering the above average characteristics of the  subject
relative to the above, we believe that a unit rate range of  $118
to  $122 per square foot is appropriate.  Applying this unit rate
range to 694,274+/- square feet of owned GLA results in a value  of
approximately $81.90 million to $84.70 million for the subject as
shown:
  
              694,274 SF          694,274 SF
        x           $118    x           $122
             $81,900,000         $84,700,000
  
   Rounded Value Estimate - Market Sales Unit Rate Comparison
                   $81,900,000 to $84,700,000
  
Sales Multiple Method
    Arguably,  it  is  the mall shop GLA sold and  its  intrinsic
economic  profile that is of principal concern in the  investment
decision  process.   A  myriad of factors  influence  this  rate,
perhaps   none  of  which  is  more  important  than  the   sales
performance   of   the  mall  shop  tenants.   Accordingly,   the
abstraction  of  a  sales  multiple from each  transaction  lends
additional perspective to this analysis.
    
    The  sales  multiple  measure is often  used  as  a  relative
indicator of the reasonableness of the acquisition price.   As  a
rule of thumb, investors will look at a sales multiple of 1.0  as
a  benchmark, and will look to keep it within a range of  .75  to
1.25   times  mall  shop  sales  performance  unless  there   are
compelling reasons why a particular property should deviate.
    
    The  sales multiple is defined as the sales price per  square
foot  of mall GLA  divided by average mall shop sales per  square
foot.   As  this  reasonableness  test  is  predicated  upon  the
economics  of the mall shops, technically, any income (and  hence
value)  attributed to anchors that are acquired with the mall  as
tenants should be segregated from the transaction.  As an  income
(or   sales)  multiple  has  an  inverse  relationship   with   a
capitalization  rate, it is consistent that, if a relatively  low
capitalization rate is selected for a property, it follows that a
correspondingly  above-average  sales  (or  income)  multiple  be
applied.   In  most instances, we are not privy to  the  anchor's
contributions  to  net  income.  As  such,  the  sales  multiples
reported may be slightly distorted to the extent that the imputed
value of the anchor's contribution to the purchase price has  not
been segregated.
  
 Sales
Multiple

Summary
 Sale    Going-In OAR   Sales
  No.                   Multiple

 95-1      8.04%         1.46
 95-2      7.47%         1.04
 95-3      9.50%         1.02
 95-4      9.00%         1.09
 95-5      9.23%         0.83
 95-6     11.10%         0.60
 95-7     10.70%         1.31
 95-8     10.00%          .61
 95-9      9.53%          .89
 95-10     8.31%         1.57
 95-11     9.50%         0.39
 95-12    10.03%         0.62
 95-13     7.79%         1.06
 95-14     7.76%         1.23
 Mean      9.14%         0.98


    The  sales that are being compared to the subject show  sales
multiples that range from 0.39 to 1.57 with a mean of about 0.98.
As  is  evidenced,  the more productive malls with  higher  sales
volumes  on  a  per square foot basis tend to have  higher  sales
multiples.   Furthermore,  the higher multiples  tend  to  be  in
evidence where an anchor(s) is included in the sale.
    
    Based   upon   forecasted  1996  performance,  as   well   as
anticipated changes to the market area, the subject is  projected
to  produce  comparable sales of $235 per  square  foot  for  all
reporting tenants.
    
    In  the case of the subject, the overall capitalization  rate
being utilized for this analysis is considered to be in the  mid-
to  low-range  of those rates exhibited by the comparable  sales.
As  such,  we would be inclined to utilize a multiple  above  the
mean  indicated by the sales.  As such, we will utilize a  higher
sales multiple to apply to just the mall shop space.  Applying  a
ratio  of  say, 0.85 to 0.90 percent to the forecasted  sales  of
$235 per square foot, the following range in value is indicated.
  
  Unit Sales Volume (Mall Shops)   $235                $235
  Sales Multiple       x           0.85    x           0.90
  Adjusted Unit Rate            $199.75             $211.50
  
  Mall Shop GLA        x        344,388    x        344,388
  Value Indication          $68,790,000         $72,840,000
  
    The  analysis  shows an adjusted value range of approximately
$66.14  to  $72.44 million.  Inherent in this exercise  are  mall
shop  sales which are projections based on our investigation into
the market which might not fully measure investor's expectations.
It  is  clearly difficult to project with any certainty what  the
mall shops might achieve in the future, particularly as the lease-
up  is achieved and the property brought to stabilization.  While
we  may  minimize the weight we place on this analysis, it  does,
nonetheless,  offer  a  reasonableness check  against  the  other
methodologies.  We have also considered in this analysis the fact
that the owned anchors are forecasted to contribute approximately
$425,500 in rent in 1996 and about $700,000 in overage rent.   If
we  were  to capitalize this revenue separately at a 11.0 percent
rate, the resultant effect on value is approximately $10,230,000.
    
    Arguably,  department stores have qualities that add  certain
increments of risk over and above regional malls, wherein risk is
mitigated by the diversity of the store types.  A recent  Cushman
&   Wakefield  survey  of  free-standing  retail  building  sales
consisting  of net leased discount department stores,  membership
warehouse clubs, and home improvement centers, displayed a  range
in overall capitalization rates between 8.8 and 10.9 percent with
a  mean  of approximately 9.6 percent.  All of the sales occurred
with  credit  worthy  national tenants in place.   The  buildings
ranged  from  86,479 to 170,000 square feet and were  located  in
high volume destination retail areas.
    
    Trends  indicate  that  investors  have  shown  a  shift   in
preference  to  initial return and, as will  be  discussed  in  a
subsequent  section,  overall  capitalization  rates  have   been
showing  increases over the past several years.   Moreover,  when
the  acquisition  of a shopping mall includes  anchor  department
stores, investors will typically segregate income attributable to
the anchors and analyze these revenues with higher capitalization
rates than those revenues produced by the mall shops.  Therefore,
based  upon  the  preceding discussion, it is  our  opinion  that
overall capitalization rates for department stores are reasonably
reflected by a range of 9.5 to 11.0 percent.  We have chosen  the
high  point of the range due to the locational attributes of  the
subject's trade area and characteristics of the subject property.
    
    In  the same manner, we can capitalize income attributable to
the  Atrium  Office and Mall Office space which is forecasted  to
bring  about  $141,465  in minimum rent  in  1996.   Utilizing  a
capitalization  rate  of  12.0 percent,  an  allocated  value  of
$1,180,000 can be placed on the offices.
    
    Therefore,  adding  the  anchor and office  income's  implied
contribution to value of $11.41 million, the resultant  range  is
shown  to  be  approximately  $80.2  to  $84.3  million.   Giving
consideration to all of the above, the following value  range  is
warranted for the subject property based upon the sales  multiple
analysis.
  
             Estimated Value - Sales Multiple Method
              Rounded to $80,200,000 to $84,300,000
  
   Conclusion "As Is"
  
    We  have considered all of the above relative to the physical
and economic characteristics of the subject.  It is difficult  to
relate  the  subject  to  comparables that  are  in  such  widely
divergent markets with different cash flow characteristics.   The
subject  has  average/ comparable sales levels  compared  to  its
peers, with a typical anchor alignment and fair representation of
national tenants.
    
    We  also  recognize that an investor may view  the  subject's
position as being vulnerable to competition.
    
    After  considering  all  of  the  available  market  data  in
conjunction with the characteristics of the subject property, the
indices  of  investment that generated our value  ranges  are  as
follows:
  
Unit Price Per Square Foot

Salable SF:                   694,274+/-

Price Per SF of Salable Area: $118 to $122

Indicated Value Range:        $81,900,000 to $84,700,000

Sales Multiple Analysis

Indicated Value Range         $80,200,000 to $84,300,000
  
    The  parameters  above  show a value range  of  approximately
$80.2 to $84.7 million for the subject.
    
    Based  on  our total analysis, relative to the strengths  and
weaknesses  of each methodology, it would appear that  the  Sales
Comparison  Approach  indicates a market value  within  the  more
defined  range  of $81.0 to $83.0 million for the subject  as  of
January 1, 1996.
                                INCOME APPROACH

Introduction
    The Income Approach is based upon the economic principle that
the  value  of  a  property capable of producing  income  is  the
present worth of anticipated future net benefits.  The net income
projected is translated into a present value indication using the
capitalization   process.    There   are   various   methods   of
capitalization that are based on inherent assumptions  concerning
the quality, durability and pattern of the income projection.
    
    Where  the  pattern of income is irregular  due  to  existing
leases that will terminate at staggered, future dates, or  to  an
absorption  or stabilization requirement on a newer  development,
discounted cash flow analysis is the most accurate.
    
    Discounted Cash Flow Analysis (DCF) is a method of estimating
the   present   worth  of  future  cash  flow   expectancies   by
individually  discounting  each  anticipated  collection  at   an
appropriate  discount rate.  The indicated market value  by  this
approach  is  the  accumulation of the present  worth  of  future
projected   years'   net   income  (before   income   taxes   and
depreciation)  and  the  present  worth  of  the  reversion  (the
estimated  property  value at the end of the projection  period).
The estimated value of the reversion at the end of the projection
period  is based upon capitalization of the next year's projected
net operating income.  This is the more appropriate method to use
in this assignment, given the step up in lease rates and the long
term tenure of retail tenants.
    
    A  second method of valuation, using the Income Approach,  is
to  directly  capitalize a stabilized net income based  on  rates
extracted  from  the market or built up through  mortgage  equity
analysis.  This is a valid method of estimating the market  value
of  the  property as of the achievement of stabilized operations.
In  the  case  of  the subject, operations are considered  to  be
slightly below stabilization.  Nonetheless, we have utilized  the
direct  capitalization  method  to  help  support  our  valuation
process.

Discounted Cash Flow Analysis
    The  Discounted Cash Flow (DCF) produces an estimate of value
through an economic analysis of the subject property in which the
net income generated by the asset is converted into a capital sum
at  an  appropriate  rate.  First, the  revenues  which  a  fully
informed  investor  can  expect the subject  to  produce  over  a
specified time horizon are established through an analysis of the
current  rent  roll,  as well as the rental  market  for  similar
properties.    Second,   the  projected  expenses   incurred   in
generating  these  gross  revenues are  deducted.   Finally,  the
residual  net  income  is discounted into a  capital  sum  at  an
appropriate  rate  which  is  then  indicative  of  the   subject
property's current value in the marketplace.
    
    In  this Income Approach to the valuation of the subject,  we
have  utilized  a 10 year holding period for the investment  with
the  cash  flow analysis commencing on January 1, 1996.  Although
an  asset  such  as  the subject has a much longer  useful  life,
investment analysis becomes more meaningful if limited to a  time
period  considerably less than the real estate's  economic  life,
but  of  sufficient  length for an investor.  A  10-year  holding
period  for  this investment is long enough to model the  asset's
performance   and  benefit  from  its  continued   lease-up   and
performance, but short enough to reasonably estimate the expected
income and expenses of the real estate.
    
    The  revenues  and  expenses which an informed  investor  may
expect  to  incur from the subject property will vary, without  a
doubt,  over the holding period.  Major investors active  in  the
market  for this type of real estate establish certain parameters
in  the computation of these cash flows and criteria for decision
making which this valuation analysis must include if it is to  be
truly  market-oriented.   These current computational  parameters
are  dependent upon market conditions in the area of the  subject
property as well as the market parameters for this type  of  real
estate which we view as being national in scale.
    
    By  forecasting the anticipated income stream and discounting
future   value   at   reversion  into  a   current   value,   the
capitalization process may be applied to derive a value  that  an
investor  would  pay  to receive that particular  income  stream.
Typical investors price real estate on their expectations of  the
magnitude  of  these  benefits and their judgment  of  the  risks
involved.   Our  valuation endeavors to reflect the  most  likely
actions  of  typical  buyers  and sellers  of  property  interest
similar to the subject.  In this regard, we see the subject as  a
long term investment opportunity for a competent owner/developer.
    
    An  analytical real estate computer model that simulates  the
behavioral   aspects  of  property  and  examines   the   results
mathematically is employed for the discounted cash flow analysis.
In this instance, it is the PRO-JECT Plus+ computer model.  Since
investors  are the basis of the marketplace in which the  subject
property  will  be  bought and sold, this  type  of  analysis  is
particularly  germane to the appraisal problem at hand.   On  the
Facing  Page is a summary of the expected annual cash flows  from
the  operation of the subject over the stated investment  holding
period.
    
    A  general outline summary of the major steps involved may be
listed as follows:

    1. Analysis of the income  stream: establishment of an economic (market)
        rent for tenant space; projection of future revenues annually based
        upon existing and pending leases; probable renewals at market rentals;
        and expected vacancy experience;

    2. Estimation of a reasonable period of time to achieve stabilized
        occupancy of the existing property and make all necessary improvements
        for marketability;

    3. Analysis of projected escalation recovery income based upon an analysis
        of the property's history as well as the experiences of reasonably
        similar properties;

    4. Derivation of the most probable net operating income and pre-tax cash
        flow (net income less reserves, tenant improvements, leasing
        commissions and any extraordinary expenses to be generated by the
        property) by subtracting all property expenses from the effective gross
        income; and

    5. Estimation of a reversionary sale price based upon capitalization of the
        net operating income (before reserves, tenant improvements and leasing
        commissions or other capital items) at the end of the projection
        period.

    Following  is  a detailed discussion of the components  which
form the basis of this analysis.
    
Potential Gross Revenues
    The  total potential gross revenues generated by the  subject
property  are composed of a number of distinct elements:  minimum
rent determined by lease agreement; additional overage rent based
upon  a  percentage  of  retail sales; reimbursement  of  certain
expenses  incurred  in the ownership and operation  of  the  real
estate; and other miscellaneous revenues.
    
    The   minimum   base   rent  represents  a   legal   contract
establishing a return to investors in the real estate, while  the
passing of certain expenses onto tenants serves to maintain  this
return  in  an  era  of  continually rising costs  of  operation.
Additional   rent  based  upon  a  percentage  of  retail   sales
experienced  at  the  subject property  serves  to  preserve  the
purchasing  power  of the residual income to an  equity  investor
over  time.   Finally, miscellaneous income  adds  an  additional
source  of  revenue  in  the complete operation  of  the  subject
property.   In the initial year of the investment,  1996,  it  is
projected  that the subject property will generate  approximately
$11,636,884 in potential gross revenues, equivalent to $16.76 per
square  foot  of  total appraised (owned) GLA of  694,274  square
feet.   These  forecasted  revenues  may  be  allocated  to   the
following components:

                                    Revenue
                                    Summary
                                  Initial Year
                                       of
                               Investment - 1996
  Revenue Component       Amount      Unit Rate*  Income Ratio

Minimum Rent            $  6,599,512    $  9.51     56.71%
Overage Rent            $  1,163,093    $  1.68      9.99%
  Expense               $  3,348,279    $  4.82     28.77%
 Recoveries
Miscellaneous Income    $    526,000    $  0.76      4.52%

   Total                $ 11,636,884    $ 16.76     100.0%

* Reflects total owned GLA of 694,274 SF

Minimum Rental Income
    Minimum rent produced by the subject property is derived from
that  paid by the various tenant types.  The projection  utilized
in  this  analysis  is based upon the actual rent  roll  and  our
projected  leasing schedule in place as of the date of appraisal,
together with our assumptions as to the absorption of the  vacant
space, market rent growth, and renewal/turnover probability.   We
have also made specific assumptions regarding the re-tenanting of
the  mall based upon deals that are in progress and have a strong
likelihood of coming to fruition.  In this regard, we have worked
with  Shopco  management and leasing personnel  to  analyze  each
pending  deal on a case by case basis.  We have incorporated  all
executed  leases in our analysis.  For those pending leases  that
are  substantially  along  in  the negotiating  process  and  are
believed  to have a reasonable likelihood of being completed,  we
have  reflected those terms in our cash flow.  These transactions
represent  a reasonable and prudent assumption from an investor's
standpoint.
    
    The rental income which an asset such as the subject property
will  generate  for an investor is analyzed as  to  its  quality,
quantity  and durability.  The quality and probable  duration  of
income  will affect the amount of risk which an informed investor
may  expect over the property's useful life.  Segregation of  the
income  stream  along  these  lines  allows  us  to  control  the
variables  related  to the center's forecasted  performance  with
greater  accuracy.  Each tenant type lends itself to  a  specific
weighting  of  these variables as the risk associated  with  each
varies.
    
    The  minimum  rents  forecasted at the subject  property  are
essentially derived from various tenant categories: major  tenant
revenue  consisting of base rent obligations of owned  department
stores  and  mall tenant revenues consisting of all in-line  mall
shops.   As  a  sub-category  of  in-line  shop  rents,  we  have
separated food court rents and kiosk revenues.
    
    In our investigation and analysis of the marketplace, we have
surveyed,  and  ascertained  where possible,  rent  levels  being
commanded by competing centers.  However, it should be recognized
that  large retail shopping malls are generally considered to  be
separate  entities  by  virtue of age and design,  accessibility,
visibility, tenant mix, and the size and purchasing power of  its
trade  area.   Consequently, the best measure of  minimum  rental
income is its actual rent roll leasing schedule.
    
    As such, our a analysis of recently negotiated leases for new
and  relocation tenants at the subject provides important insight
into  perceived market rent levels for the mall.  Insomuch  as  a
tenant's  ability  to  pay  rent is  based  upon  expected  sales
achievement, the level of negotiated rents is directly related to
the  individual tenant's perception of their expected performance
at  the  mall.   This is particularly true for the subject  where
sales levels have fallen over the past year.

Mall Shops
    Rent from all interior mall tenants comprise the majority  of
minimum rent.  Aggregate rent from these tenants is forecasted to
be  $5,038,586, or $21.55 per square foot.  Minimum rent  may  be
allocated to the following components:

Minimum Rent Allocation
Interior Mall Shops


                  1996       Applicable    Unit Rate
                Revenue         GLA *        (SF)
Mall Shops    $4,542,651     225,710 SF     $20.13
Kiosks        $  156,266       1,645 SF     $94.99
Food Court    $  339,669       6,446 SF     $52.69
Total         $5,038,586     233,801 SF     $21.55

*   Represents leasable area as opposed to actual leased or occupied area;
exclusive of anchor space.

In-Line Shops
    Our  analysis  of  market rent levels for in-line  shops  has
resolved itself to a variety of influencing factors.  Although it
is  typical  that larger tenant spaces are leased  at  lower  per
square  foot rates and lower percentages, the type of  tenant  as
well  as  the  variable of location within  the  mall  can  often
distort this size/rate relationship.
    
    The  following  chart presents an analysis  of  in-line  shop
rents based upon existing leases on an annualized basis for 1996:
    
              1996 Leases In-Place *
    Size          Annualized     Applicable    Rent/SF
  Category            Rent          GLA
<750            $   238,146        5,199       $45.81
751 - 1,200     $   421,688       11,308       $37.29
1,201 - 2,000   $   830,558       28,288       $29.36
2,001 - 3,500   $ 1,608,962       72,772       $22.11
3,501 - 5,000   $   907,630       45,436       $19.98
5,001 - 10,000  $   418,887       36,476       $11.48
>10,000         $   160,800       10,050       $16.00
Total           $ 4,586,671      209,529       $21.89
*   Includes existing leases for calendar year 1996.
Partial year tenants have been annualized to reflect the full 12 months
    
    
    As  can  be  seen,  lease  rates generally  have  an  inverse
relationship with suite size and show an overall average rent  of
$21.89 per square foot.
    
New Tenant Activity
    New  tenants  to  the  mall and/or  proposed  leases  can  be
summarized in the following bullet points:
    
    - R.C. Richards leased 2,833 square feet in October 1995 at $18.00 per
        square foot.  The lease increases to $20.00 in 1998 and $22.00 in 2002.

    - Rave agreed to 10 ten-year lease terms of 2,000 square feet beginning
        August 1995 at an initial rent of $16.00 per square foot.

    - Shoe Express will open in 2,650 square feet in March 1996 for a five year
        term.  The initial rent of $22.00 per square foot steps to $25.00 in
        1989.

    - Penn Optics has opened in 2,000 square feet at a rent of $27.50 per
        square foot.  The lease steps to $30.00 in year four and $32.50 in year
        eight.

    - Lane Bryant renewed their lease for an additional year through January
        1997 (6,880 square feet).

    - H & R Block has leased the first 2,500 square feet of atrium office space
        for a five year term beginning at $10.00 per square foot.

    - Ultra Zone will lease the second atrium office space to open in June
        1996.  Ultra will take 9,000 square feet for $10.00 per square foot,
        increasing to $12.00 in 2001. We  are  also  advised  that there are
        several  negotiations underway for other spaces in the mall, including
        several possible renewals.  These deals are still speculative, however,
        and  have not been reflected in this analysis.
    
Vacating Tenants
    The following is a list of tenants who have vacated Eastpoint
the past year or who are planning to leave at lease expiration.
    
    - Arby's (3,000 SF); reporting poor sales and wishes to vacate.

    - Ms. Batter's Box (510 SF).

    - NY Pizza Kitchen (5,000 SF); lease terminated before opening; several
        negotiations currently underway for the space.

    - Pro Image (1,050 SF); slow payments; will vacate.

    - Answers (3,467 SF).

    - Dr. Miller (800 SF); office tenant.

    - Deli-Licious (530 SF); food court.

    - Glamour Shots (1,050 SF); reporting poor sales.

    - Salad Gourmet (600 SF); reporting financial difficulties
    
Recent Leasing By Size
    Since existing rents can be skewed by older leases within the
mall, an analysis of recent leasing activity can provide a better
understanding of current rental rates.  The chart on  the  Facing
Page presents an overview of recent in-line shop leasing for  the
subject property.


             TABLE ILLUSTRATING RECENT LEASING ACTIVITY - MALL SHOP
             TENANTS BY SIZE - EASTPOINT MALL (BALTIMORE, MARYLAND)


    As  shown, twenty-five leases reflect an overall average rent
of  $16.32  per  square foot.  The highest rent is attained  from
Group  1 (Tenants < 750 SF) with an average of $44.62 per  square
foot.   The averages generally decline by size category to $12.37
for  Group 7 (Tenants > 10,000 SF).  It is noted that Catherines,
Baltimore Gas, and Golden Corral are not interior mall tenants.
    
Market Comparisons - Occupancy Cost Ratios
    In  further support of developing a forecast for market  rent
levels,  we  have  undertaken a comparison  of  minimum  rent  to
projected  sales  and  total occupancy  costs  to  sales  ratios.
Generally, our research and experience with other regional  malls
shows  that  the ratio of minimum rent to sales falls within  the
7.0  to 10.0 percent range in the initial year of the lease, with
7.5  percent  to  8.5  percent being  most  typical.   By  adding
additional  costs  to  the tenant, such as real  estate  tax  and
common area maintenance recoveries, a total occupancy cost may be
derived.  Expense recoveries and other tenant charges can add  up
to  100 percent of minimum rent and comprise the balance of total
tenant costs.
    
    The  typical  range for total occupancy cost-to-sales  ratios
falls  between 11.0 and 15.0 percent.  As a general  rule,  where
sales  exceed $250 to $275 per square foot, 14.0  to 15.0 percent
would be a reasonable cost of occupancy.  Experience and research
show  that  most tenants will resist total occupancy  costs  that
exceed 15.0 to 18.0 percent of sales.  However, ratios of upwards
to  20.0  percent  are not uncommon.  Obviously, this  comparison
will vary from tenant to tenant and property to property.
    
    In  higher  end  markets where tenants are able  to  generate
sales  above industry averages, tenants can generally  pay  rents
which fall toward the upper end of the ratio range.  Moreover, if
tenants  perceive  that their sales will be  increasing  at  real
rates  that  are in excess of inflation, they will  typically  be
more  inclined to pay higher initial base rents.  Obviously,  the
opposite  would  be true for poorer performing  centers  in  that
tenants  would be squeezed by the thin margins related  to  below
average  sales.  With fixed expenses accounting for a significant
portion  of  the tenants contractual obligation, there  would  be
little room left for base rent.
    
    In  this context, we have provided an occupancy cost analysis
for  several regional malls with which we have had direct insight
over  the  past  year.   This  information  is  provided  on  the
Following  Page.  On average, these ratio comparisons  provide  a
realistic check against projected market rental rate assumptions.


                      TABLE COMPARING OCCUPANCY COSTS FOR
                     VARIOUS MSAs AROUND THE UNITED STATES

                    TABLE CALCULATING AVERAGE MALL SHOP RENT
                               AT EASTPOINT MALL


    From  this  analysis we see that the ratio of  base  rent  to
sales  ranges from 7.1 to 10.6 percent, while the total occupancy
cost  ratios  vary from 9.6 to 17.3 percent when all  recoverable
expenses  are  included.  The surveyed mean  for  the  malls  and
industry  standards  analyzed is 8.3 percent  and  13.4  percent,
respectively.  Some of the higher ratios are found in older malls
situated in urban areas that have higher operating structures due
to  less efficient layout and designs, older physical plants, and
higher  security costs, which in some malls can  add  upwards  of
$2.00 per square foot to common area maintenance.
    
    These  relative measures can be compared with two well  known
publications,  The Score (1996) by the International  Council  of
Shopping  Centers and Dollars & Cents of Shopping Centers  (1995)
by  the  Urban  Land  Institute.  The  most  recent  publications
indicate  base rent-to-sales ratios of approximately 7.0  to  8.0
percent and total occupancy cost ratios of 10.1 and 12.3 percent,
respectively.
    
    In general, while the rental ranges and ratio of base rent to
sales  vary substantially from mall to mall and tenant to tenant,
they  do provide general support for the rental ranges and  ratio
which is projected for the subject property.

Conclusion - Market Rent Estimate for In-Line Shops
    Previously,  in  the Retail Market Analysis  section  of  the
appraisal,   we   discussed   the  subject's   sales   potential.
Comparable  mall sales in calendar year 1995 reportedly  remained
flat   at  $235  per  square  foot.   In  light  of  the   mall's
performance,  we are forecasting sales to remain  flat  in  1996.
Based upon a ratio of 7.5 to 8.0 percent, an average rent for the
subject between $18.00 and $19.00 is indicated.
    
    The  following chart presents a comparison of existing leases
with recent leasing and our projected market rental rate for each
property.
    
              In-Line Rent Comparisons and Conclusions

       Size            Leases In-    Recent         C&W
     Category            Place       Leasing     Conclusion
< 750                   $45.81        $44.62       $40.00
  751   -   1,200       $37.29        $36.34       $30.00
1,201   -   2,000       $29.36        $24.23       $24.00
2,001   -   3,500       $22.11        $17.83       $20.00
3,501   -   5,000       $19.98        $16.68       $16.00
5,001   -  10,000       $11.48        $11.15       $14.00
> 10,000                $16.00        $12.37       $12.00
Average/Total           $21.89        $16.32       $19.22

    
    
    After  considering  all of the above,  we  have  developed  a
weighted  average rental rate of approximately $19.22 per  square
foot  based  upon a relative weighting of tenant space  by  size.
The  average rent is a weighted average rent for all in-line mall
tenants  only.   This average market rent has been  allocated  to
space as shown on the Facing Page.

Occupancy Cost - Test of Reasonableness
    Our  weighted  average  rent of $19.22  can  next  be  tested
against total occupancy costs in the mall based upon the standard
recoveries  for  new  mall  tenants.  Our  total  occupancy  cost
analyses can be found on the following chart.

    Total Occupancy Cost Analysis - 1996
        Tenant Cost           Estimated Expenses/SF
Economic Base Rent                  $   19.22
                               (Weighted Average)
Occupancy Costs (A)                     
    Common Area Maintenance        (1)      $   11.67
    Real Estate Taxes              (2)      $    1.70
    Other Expenses                 (3)      $    1.35
Total Tenant Costs                          $   33.94
Projected Average Sales                     $  235.00
(1995)
Rent to Sales Ratio                              8.18%
Cost of Occupancy Ratio                         14.44%

(A)  Costs   that  are  occupancy sensitive will decrease  for new  tenants on
a unit  rate basis as lease-up occurs and the   property   stabilizes. Average
occupied  area  for mall   tenant  reimbursement varies   relative  to   each
major recovery type.

(1)  CAM expense is based on average  occupied  area (GLOA).  Generally, the
     standard  lease  clause provides   for   a   15 percent  administrative
     factor   less   certain exclusions    including anchor   contributions.
     The            standard denominator is based on occupied       (leased)
     versus  leasable  area. A  complete  discussion of     the     standard
     recovery   formula   is presented later in this report.

(2)  Tax  estimate is  based upon     an     average occupied  area   (GLOA)
     which  is  the recovery basis for taxes.  It is exclusive   of   majors
     contributions (department stores  and tenants over 10,000 SF)

(3)  Other expenses include tenant contributions for Mall HVAC ($1.35).


    Total  costs,  on  average, are shown to be 14.4  percent  of
projected  average 1996 retail sales which we feel is  moderately
high but manageable.
    
Food Court
    The  food court has not seen any recent leases and has  shown
signs  of  some tenants paying high occupancy costs.   In  total,
nine  food  court tenants occupy an average of 657  square  feet.
The  average  rent  is  currently $57.41 per  square  foot,  with
average  sales  of  $577.   Due  to  increased  competition   and
occupancy  costs, we have ascribed a rental rate  of  $50.00  per
square  foot  for  food court tenants.  Food  court  tenants  pay
additional recoveries for common seating charges.


               TABLE SHOWING FOOD COURT RENT & SALES PRODUCTIVITY
                      EASTPOINT MALL (BALTIMORE, MARYLAND)
    

Kiosks
    We  have also segregated permanent kiosks within our analysis
since  they  typically  pay a much higher  unit  rent.   Sunglass
Source  is  the most recent kiosk lease at $25,000  ($166.67  per
square  foot).  The average kiosk lease is about $26,000 or  $165
per square foot.  Based on the above, we have ascribed an initial
market rent of $25,000 per annum for a permanent kiosk.

Concessions
    Free rent is an inducement offered by developers to entice  a
tenant  to  locate  in their project over a  competitor's.   This
marketing tool has become popular in the leasing of office space,
particularly in view of the over-building which has  occurred  in
many  markets.  As a rule, most major retail developers have been
successful  in  negotiating leases without including  free  rent.
Our  experience  with  regional malls shows  that  free  rent  is
generally  limited to new projects in marginal locations  without
strong anchor tenants that are having trouble leasing, as well as
older centers that are losing tenants to new malls in their trade
area.  Management reports that free rent has been a relative non-
issue  with  new  retail tenants.  A review of  the  most  recent
leasing confirms this observation.  It has generally been limited
to one or two months to prepare a suite for occupancy when it has
been given.
    
    Accordingly,  we do not believe that it will be necessary  to
offer  free rent to retail tenants at the subject.  It  is  noted
that,  while  we have not ascribed any free rent  to  the  retail
tenants,  we  have, however, made rather liberal  allowances  for
tenant workletters which acts as a form of inducement to convince
a  tenant to locate at the subject.  These allowances are liberal
to  the  extent that ownership has been relatively successful  in
leasing  space  "as is" to tenants.  We have made  allowances  of
$8.00  per square foot to new tenants (currently vacant) and  for
future turnover space.  We have also ascribed a rate of $1.50 per
square  foot  to rollover space.  This assumption offers  further
support for the attainment of the rent levels previously cited.

Absorption
    Finally,  our analysis concludes that the current vacant  in-
line retail space will be absorbed over a two year period through
October 1997.  We have identified 16,861 square feet of vacant in-
line  space, net of newly executed leases and pending deals which
have  good  likelihood of coming to fruition.  This is equivalent
to  7.5  percent  of  mall shop GLA.  In total,  vacancy  at  the
subject  is  approximately 65,142 square feet, including  outdoor
tenants  and  office  space.  Office space  is  projected  to  be
absorbed through July 2000, although 32,075 square feet of atrium
office space is never projected to be leased.


               TABLE ILLUSTRATING LEASE-UP/ABSORPTION PROJECTIONS
                               FOR EASTPOINT MALL

    
    The chart on the Facing Page details our projected absorption
schedule.  The absorption of the in-line space over a three  year
period  is  equal  to  2,838 square feet per  quarter.   We  have
assumed  that the space will all lease at 1996 base  date  market
rent  estimates  as  previously  referenced.   Effectively,  this
assumes no rent inflation for absorption space.
    
    Based on this lease-up assumption, the following chart tracks
occupancy  through 2000, the first full year of fully  stabilized
occupancy.  This occupancy includes mall shop tenants and  office
space,  but  excludes  anchors, outpad tenants,  and  the  32,075
square feet of atrium offices which are never leased.

 Annual Average Occupancy (Mall GLA)

     1996        89.49%
     1997        90.73%
     1998        93.91%
     1999        97.26%
     2000        98.86%

Atrium Offices
    The  atrium  offices  were completed in  1991  with  a  total
leasable area of 55,435+/- square feet.  An outside broker had been
obtained  to  market the space but no deals were done.   We  have
interviewed  the broker and are advised that, while there  was  a
sufficient  amount of activity and interest, the overall  economy
coupled  with the subject's secondary and atypical location  made
leasing difficult.  In 1993 there was an internal deal for 6,000+/-
square feet to the Metropolitan Clinic.  The rent was to begin at
$7.00 per square foot with subsequent step-ups throughout its ten
year term.  This deal never came to fruition, however.
    
    More  recently,  two  deals have been  completed  for  atrium
office space.  The first is All State who has leased 2,500 square
feet  on  a  five year term beginning at $10.00 per square  foot.
The  second is Ultra Zone who will open in 9,000 square  feet  in
June 1996.  Ultra's lease starts at $10.00 per foot and steps  to
$12.00 after five years (tenant receiving six months free rent).
    
    The  subject's only real competition is the Eastpoint  Office
Park  at 1100 Old North Point Boulevard which is reportedly  near
full  occupancy.  Existing rents are quoted from $9.50 to  $13.50
per square foot.
    
    We  have  forecasted a market rate of $10.00 per square  foot
for the subject.  The rate implies that the lessee is responsible
for  a portion of operating expenses.  Shopco has indicated  that
taxes  will  be  passed through on a full pro-rata  basis,  while
common  area maintenance will be consistent with the CAM  charges
to  outside  tenants.   Lease terms for  the  atrium  office  are
forecasted  at  five years and are expected  to  have  one  step.
Management would have to initially spend approximately $20.00 per
square  foot in the form of a workletter to get this space  ready
for  a  tenant occupancy.  We have also assumed that five  months
free  rent  will  be offered to the tenants.   Finally,  we  have
assumed  that atrium office space will be leased to a  stabilized
level  of  only  40+/-  percent  (23,255+/-  square  feet) over an
approximate four year period through July 2000.
    
Lower Level Office
    Other  categories of minimum rent consist of the lower  level
mall  offices (which have been renovated).  These offices consist
of  eight suites ranging in size from 680+/- to 1,180+/- square feet.
They  are primarily occupied by doctors and professional  service
firms.  This space has also traditionally been leased similar  to
the in-line space.  We have reflected a market rent of $12.00 per
square  foot  for this space.  Similar to the atrium  office,  we
have  assumed that five months free rent will be given  for  five
year deals.
    
Outside Tenants
    Outside  tenants consist of the strip of shops  connected  to
the  mall  as  well  as  such  other users  as  Mercantile  Bank,
Eastpoint Bowling, Golden Corral (January 1996) and Staples.   In
a  major new deal, Baltimore Gas and Electric moved from  an  in-
line space of 4,130+/- square feet and expanded into 10,800+/- square
feet of renovated space in the outside strip.  The ten year lease
started  at  $15.74 per square foot and increases by 2.5  percent
per annum.  Market rent for these spaces has been determined on a
case-by-case  basis.   Overall,  in  1996,  outdoor  tenants  are
forecasted to generate nearly $1,038,961 in minimum rent.
    
Department Stores
    The  final  category of minimum rent is related to  the  four
anchor  tenants.  Anchor store revenues are forecasted to  amount
to $425,500 in calendar year 1996.
    
    In  February  1993, Ames Department Store began a  new  lease
agreement,  paying  an annual rent of $204,000,  resulting  in  a
rental rate of $3.49 per square foot.  This rate changes to $4.40
per square foot ($257,000) in February 1999 for the remainder  of
the  term (May 2004).  In addition, Ames pays overage rent  based
upon .50 percent of gross sales over a $4,800,000 breakpoint.
    
    Total anchor store rental revenues are therefore shown to  be
approximately $0.93 per square foot of department store  area  or
6.4  percent  of  total  minimum rent  in  1996.   The  following
schedule summarizes anchor rent obligations.
    
                       Eastpoint Mall
               Schedule Anchor Tenant Revenues
 Tenant   Demised Area  Expiration with    Annual   Unit Rate
              (SF)          Options         Rent
JC Penney     168,969       8/2001 **    $   1,500    $0.01
Ames           58,442       5/2004       $ 204,000    $3.49
Hochschilds   140,000      11/2009       $ 220,000    $1.57
Sears          87,734       8/2041              --       --
Total         455,145                    $ 425,500    $0.93
* Ground lease obligation only.

**  We  assume that they will extend their lease at the  same terms and
conditions.
    
Rent Growth Rates
    Market  rent  will,  over the life of  a  prescribed  holding
period,  quite obviously follow an erratic pattern.  A review  of
investor's  expectations  regarding  income  growth  shows   that
projections  generally  range between 3.0  and  4.0  percent  for
retail  centers.   Cushman & Wakefield's Winter  1995  survey  of
pension   funds,   REITs,  bank  and  insurance  companies,   and
institutional advisors reveals that current income forecasts  are
utilizing  average  annual  growth rates  between  zero  and  5.0
percent.   The  low  and high mean is shown to  be  2.8  and  3.9
percent,  respectively.  (see Addenda for survey  results).   The
Peter  F.  Korpacz  Investor Survey (Fourth Quarter  1995)  shows
slightly  more  conservative results  with  average  annual  rent
growth of 3.16 percent.
    
    It is not unusual in the current environment to see investors
structuring no growth or even negative growth in the short  term.
The  Baltimore  metropolitan area in general has been  negatively
impacted by the last recession and cuts in jobs.  Sales  at  many
retail establishments have been down this past year.  The subject
has  also  been impacted by the global problems of  many  of  its
retailers  who have closed their units.  The tenants' ability  to
pay  rent  is  closely tied to its increases in sales.   However,
rent  growth can be more impacted by competition and management's
desire  to  attract  and keep certain tenants that  increase  the
mall's synergy and appeal.  As such, we have been conservative in
our rent growth forecast.

   Market Rent Growth Rate Forecast

     Period            Annual Growth
                            Rate *
1996-1997                   Flat
1998                       +2.0%
1999                       +3.0%
Thereafter                 +3.5%

* Indicated growth rate over the previous year's rent

Releasing Assumption
    The  typical  lease  term for new in-line  retail  leases  in
centers such as the subject generally ranges from five to  twelve
years.   Market practice dictates that it is not uncommon to  get
rent bumps throughout the lease terms either in the form of fixed
dollar  amounts  or a percentage increase based upon  changes  in
some  index, usually the Consumer Price Index (CPI).   Often  the
CPI clause will carry a minimum annual increase and be capped  at
a higher maximum amount.
    
    For new leases in the regional malls, ten year terms are most
typical.   Essentially, the developer will  deliver  a  "vanilla"
suite  with  mechanical services roughed in and minimal  interior
finish.   This  allows  the  retailer  to  finish  the  suite  in
accordance with their individual specifications.  Because of  the
up-front  costs incurred by the tenants, they require a ten  year
lease  term  to  adequately amortize  these  costs.   In  certain
instances, the developer will offer some contribution to the cost
of finishing out a space over and above a standard allowance.
    
    Upon lease expiration, it is our best estimate that there  is
a  70.0  percent probability that an existing tenant  will  renew
their  lease  while the remaining 30.0 percent will vacate  their
space at this time.  While the 30.0 percent may be slightly  high
by  some  historic  measures,  we think  that  it  is  a  prudent
assumption  in  light of what has happened over  the  past  year.
Furthermore, the on-going targeted remerchandising will result in
early  terminations and relocations that will  likely  result  in
some  expenditures by ownership.  An exception to this assumption
exists with respect to existing tenants who, at the expiration of
their  lease,  have sales that are substantially below  the  mall
average  and have no chance to ever achieve percentage  rent.  In
these instances, it is our assumption that there is a 100 percent
probability  that the tenant will vacate the property.   This  is
consistent   with   ownership's  philosophy  of   carefully   and
selectively weeding out under-performers.
    
    As  stated above, it is not uncommon to get increases in base
rent over the life of a lease.  Our global market assumptions for
non-anchor  tenants may be summarized as shown on  the  following
page.

                     Renewal Assumptions
                 Lease                       Free      Tenant        Lease
Tenant Type      Term      Rent Steps        Rent    Alterations   Commissions

Mall Shops      10 yrs.    10% in 4th &       No         Yes           Yes
                           8th years

Kiosks          5 yrs.     10% in 4th year    No          No           Yes

Food Court      10 yrs.    10% in 4th &       No         Yes           Yes
                           8th years

Outdoor Tenants 5-10 yrs.  Varying steps      No         Yes           Yes

Mall Offices    5  yrs.    Flat               Yes        Yes           Yes

Atrium Offices  5 yrs.     One step           Yes        Yes           Yes



    The  rent step schedule upon lease expiration applies in most
instances.   However, there is one exception to  this  assumption
with  respect to tenants who are forecasted to be in a percentage
rent situation during the onset renewal period.  This could occur
due  to  the  fact  that a tenant's sales  were  well  above  its
breakpoint  at  the  expiration of  the  base  lease.   In  these
instances,  we have assumed a flat rent during the ensuing  lease
term.  This conservative assumption presumes that ownership  will
not  achieve rent steps from a tenant who is also paying  overage
rent  from day one of the renewal term.  Nonetheless, we do  note
that ownership has shown some modest success in some instances in
achieving  rent  steps  when a tenant's  sales  place  him  in  a
percentage rent situation from the onset of a new lease.
    
    Upon  lease  rollover/turnover, space  is  forecasted  to  be
released  at  the higher of the last effective rent  (defined  as
minimum  rent  plus overage rent if any) and the ascribed  market
rent  as detailed previously increasing by our market rent growth
rate assumption.

Conclusion - Minimum Rent
    In  the initial full year of the investment (CY 1996), it  is
projected  that  the subject property will produce  approximately
$6,599,512  in  minimum  rental income.  This  estimate  of  base
rental  income  is equivalent to $9.51 per square foot  of  total
owned  GLA.   Alternatively, minimum rental income  accounts  for
56.7  percent of all potential gross revenues.  Further  analysis
shows  that over the holding period (CY 1996-2005), minimum  rent
advances at an average compound annual rate of 2.7 percent.  This
increase  is  a  synthesis of the mall's lease-up,  fixed  rental
increases,  as well as market rents from rollover or turnover  of
space.

Overage Rent
    In addition to minimum base rent, many tenants at the subject
property  have  contracted  to pay a percentage  of  their  gross
annual sales over a pre-established base amount as overage  rent.
Many  leases  have a natural breakpoint although  a  number  have
stipulated breakpoints.  The average overage percentage for small
space  retail  tenants is in a range of 5.0 to 6.0 percent,  with
food  court  and kiosk tenants generally at 8.0 to 10.0  percent.
Anchor tenants typically have the lowest percentage clauses  with
ranges of 1.5 to 3.0 percent being common.
    
    Traditionally, it takes a number of years for a retail center
to  mature  and  gain acceptance before generating  any  sizeable
percentage  income.  As a center matures, the  level  of  overage
rents typically becomes a larger percentage of total revenue.  It
is  a  major  ingredient protecting the equity  investor  against
inflation.
    
    In  the  Retail  Market Analysis section of this  report,  we
discussed the historic and forecasted sales levels for  the  mall
tenants.   Because the mall has seen some decline in  sales  over
the  past  year,  it is difficult to predict with  accuracy  what
sales  will be on an individual tenant level.  As such,  we  have
employed the following methodology:

     -  For existing tenants who report sales, we have forecasted that sales
        will continue at our projected sales growth rate as discussed herein.

     -  For tenants who do not report sales or who do not have percentage
        clauses, we have assumed that a non- reporting tenant will always
        occupy that particular space.

     -  For new tenants, we have projected sales at the forecasted average for
        the center at the start of the lease.  In 1996 this would be
        approximately $235 per square foot.

    Thus,  in  the  initial full year of the  investment  holding
period,  overage revenues are estimated to amount  to  $1,163,093
(net  of  any recaptures) equivalent to $1.68 per square foot  of
total  GLA  and  9.9  percent of potential  gross  revenues.   On
balance,  our  forecasts  for  overage  rent  are  deemed  to  be
reasonable,  with  stability added due  to  the  fact  that  most
overage comes from anchor department stores.
Sales Growth Rates
    In  the  Retail  Market Analysis section of this  report,  we
discussed  that  retail  specialty store  sales  at  the  subject
property have declined over the past year.
    
    Retail sales in the Baltimore MSA have been increasing  at  a
compound  annual  rate  of 4.72 percent  per  annum  since  1985,
according  to  Sales  and Marketing Management,  while  sales  in
Baltimore  County  have been growing by 4.42  percent  per  year.
According  to  both the Cushman & Wakefield and Korpacz  surveys,
major  investors  are looking at a range of  growth  rates  of  0
percent  initially to a high of 5 percent in their  computational
parameters.   Most  typically, growth rates of  3  percent  to  4
percent are seen in these surveys.
    
    Nationally,  total  retail sales have been  increasing  at  a
compound  annual rate of 6.2 percent since 1980 and  4.9  percent
per  annum  since 1990.  Between 1990 and 1994, GAFO  sales  have
grown  at  a  compound  annual rate of  5.83  percent  per  year.
Through  2000, total retail sales are forecasted to  increase  by
4.12  percent per year nationally, while GAFO sales are projected
to grow by 5.04 percent annually.
    
    After  considering  all  of  the  above,  combined  with  the
potential  for  increased competition in the subject  market,  we
have  forecasted that sales for existing tenants will remain flat
through  1997.  Subsequently, we have forecasted an  increase  of
2.0  percent  in  1998,  3.0 percent in  1999,  and  3.5  percent
thereafter.

 Sales Growth Rate Forecast

          Period             Annual
                           Growth Rate
        1996-1996             Flat
        1997                  2.0%
        1998                  3.0%
        Thereafter            3.5%


    In  all,  we believe we have been conservative in  our  sales
forecast for new and turnover tenants upon the expiration  of  an
initial  lease.  At lease expiration, we have forecasted  a  30.0
percent probability that a tenant will vacate.
    
    For  new tenants, sales are established based upon the mall's
average  sales level.  Generally, for existing tenants,  we  have
assumed  that  sales continue subsequent to lease  expiration  at
their previous level unless they are under-performers that prompt
a  100 percent turnover probability; then sales are reset to  the
corresponding mall overage.
    
    In  most  instances,  no overage rent is generated  from  new
tenants  due to our forecasted rent steps which serve  to  change
the breakpoint.

Expense Reimbursement and Miscellaneous Income
    By  lease  agreement, tenants are required to  reimburse  the
lessor  for  certain  operating expenses.  Included  among  these
operating  items  are real estate taxes, common area  maintenance
(CAM)  and  a  common  seating charge  for  food  court  tenants.
Miscellaneous  income  is  essentially  derived  from   specialty
leasing  for  temporary  tenants,  Christmas  kiosks  and   other
charges,  including special pass-throughs.  We also  account  for
utility  income under miscellaneous revenues.  In the first  full
year of the investment, it is projected that the subject property
will  generate  approximately $3,348,279  in  reimbursements  for
these  operating expenses, $206,000 in utility and  HVAC  income,
and $320,000 in other miscellaneous income.

    Common  area  maintenance and real estate tax recoveries  are
generally  based upon the tenants pro-rata share of  the  expense
item.   Because  it  is  an older center, there  exists  numerous
variations to the calculation procedure of each.  We have  relied
upon  ownership's calculation for the various recovery  formula's
for  taxes and CAM.  At rollover, all of the tenants are  assumed
to  be subject to the standard lease form described herein.   The
standard lease provides for the recovery of CAM expenses  plus  a
15.0 percent administrative fee.

Common Area Maintenance
    Under  the  standard lease, mall tenants pay  their  pro-rata
share   of   the   balance  of  the  CAM  expense  after   anchor
contributions are deducted and an administrative charge  of  15.0
percent  is  added.  Provided below is a summary of the  standard
clause that exists for a new tenant at the mall.

  Common Area Maintenance Recovery Calculation

   CAM       Actual hard cost for year exclusive Expense of interest and
             depreciation

   Add       15% Administration fee

   Add       Interest and depreciation inclusive of allocated portion of
             renovation expense

   Less      Contributions from department stores and mall tenants over 
             10,000+/- square feet

 Equals:     Net pro-ratable CAM billable to mall tenants on the basis of gross
             leasable occupied area (GLOA).


    We  note  that  management has the ability  to  recover  both
interest  and depreciation expenses as well as the  cost  of  the
renovation.
    
    Department stores make nominal contributions for common  area
maintenance  (except for Hochschilds who pays  nothing).   Anchor
tenants  also  make contribution to taxes.  JC  Penney  pays  the
taxes  assessed on its building directly.  Sears pays a  pro-rata
share  of any increase in taxes after the end of the third  lease
year.   Other  tenants  have  various contribution  methods.   In
general, the mall standard will be for mall tenants to pay  their
pro-rata share based upon average occupied area during the year.
    
    The  standard lease provides for the exclusion of tenants  in
excess of 10,000+/- square feet from the calculation when computing
a  tenant's  pro-rata  share.  This has the effect  of  excluding
Lerners  New York and certain exterior tenants.  The category  in
the cash flow forecast entitled CAM-Anchor Tenants is essentially
comprised  of the CAM contribution of the anchor tenants.   Under
the  standard lease, mall tenants pay their pro-rata share of the
balance  of the CAM expense after the CAM Pool contribution  plus
an administrative charge of 15 percent.
    
    Certain  exterior tenants also pay differing amounts of  CAM,
some  of which is reflective of the costs of exterior maintenance
only.   Lower level office tenants have been, and we assume  will
continue  to  be, assessed a CAM charge as part of  the  interior
mall.   The  atrium  office tenants are expected  to  be  treated
differently since they are not really part of the mall.  Based on
our discussions with management, we have reflected a CAM rate  of
2.89  per square foot which is approximately what outside tenants
are charged.
    
Real Estate Taxes
    Mall tenants pay real estate tax recoveries based upon a pro-
rata   share  of  the  expense  after  anchor  and  major  tenant
contributions are deducted (Staples and Eastpoint  Bowling).   JC
Penney is assessed separately, while Sears pays a pro-rata  share
of  increases  after their third lease year.   The  new  standard
billing  for  tenants also excludes tenants in excess  of  10,000
square feet.
    
Other Recoveries
    Other  recoveries consist of insurance income, common seating
charges,  utility  charges, temporary leasing, and  miscellaneous
income.   Insurance  billings are generally  relegated  to  older
leases  within  the mall.  The newer lease structure  covers  the
cost of insurance within the CAM charge.
    
    Common seating charges are assessed to food court tenants for
operation of the food court area.  This charge is in addition  to
the regular mall common area maintenance.
    
    The  final  revenue  categories consist  of  utility  income,
temporary leasing of in-line space, revenue from temporary kiosks
at  Christmas  time,  and miscellaneous income.   Utility  income
consists of HVAC income which is a charge many tenants pay  as  a
contribution   toward  the  maintenance  of   the   HVAC   plant;
electricity  income which results in a profit to the mall  owner;
and  water  billings which are essentially pass throughs  of  the
actual cost.
    
    Temporary leasing is related to temporary tenants that occupy
vacant in-line space.  Shopco has been relatively successful with
this  procedure  at  many  of  their  malls.   Other  sources  of
miscellaneous revenues include temporary seasonal kiosk  rentals,
forfeited security deposits, phone revenues, and interest income.
Our forecast of $526,000 for these additional revenues is net  of
a  provision  for vacancy and credit loss.  Overall,  it  is  our
assumption that these other revenues will increase by 3.0 percent
per annum over the holding period.
    
Allowance for Vacancy and Credit Loss
    The  investor  of an income  producing property is  primarily
interested in the cash revenues that an income-producing property
is  likely  to produce annually over a specified period  of  time
rather  than what it could produce if it were always 100  percent
occupied with all tenants paying rent in full and on time.  It is
normally a prudent practice to expect some income loss, either in
the  form  of  actual vacancy or in the form  of  turnover,  non-
payment  or  slow  payment by tenants.  We have reflected  a  5.0
percent stabilized contingency for both stabilized and unforeseen
vacancy  and  credit  loss.  Please note that  this  vacancy  and
credit loss provision is applied to all mall tenants equally  and
is exclusive of all revenues generated by anchor stores.
    
    We  have phased in the 5.0 percent factor as the mall  leases
up based upon the following schedule.

1996             4.0%
1997             4.5%
Thereafter       5.0%


    In this analysis we have also forecasted that there is a 70.0
percent  probability that an existing retail  tenant  will  renew
their lease.  Office tenants are projected to have a 50.0 percent
probability.   Upon turnover, we have forecasted that  rent  loss
equivalent  to  six months would be incurred to account  for  the
time  and/or costs associated with bringing space back  on  line.
Thus,  minimum  rent as well as overage rent  and  certain  other
income has been reduced by this forecasted probability.
    
    We  have  calculated  the effect of the  total  provision  of
vacancy  and  credit loss on the in-line shops.  Through  the  10
years of this cash flow analysis, the total allowance for vacancy
and credit loss, including provisions for downtime, ranges from a
low of 6.1 percent (2000) of total potential gross revenues to  a
high of 14.5 percent (1996).  On average, the total allowance for
vacancy  and  credit  loss  over the 10  year  projection  period
averages 8.7 percent of these revenues.

  Total Rent
Loss Forecast
      *
     Year       Loss Provision
     1996                 14.5%
     1997                 13.8%
     1998                 11.1%
     1999                  7.7%
     2000                  6.1%
     2001                  6.4%
     2002                  7.0%
     2003                  6.2%
     2004                  6.2%
     2005                  8.0%
     Avg.                  8.7%
*   Includes phased  global vacancy provision  for unseen vacancy and credit
loss  as  well as    weighted downtime provision   of lease turnover.

Note: Excludes department stores and 32,075 square foot atrium office space
never leased.

    As  discussed,  if an existing mall tenant  is  a  consistent
under-performer with sales substantially below the mall  average,
then  the  turnover  probability applied is  100  percent.   This
assumption,  while  adding  a  degree  of  conservatism  to   our
analysis,  reflects the reality that management will  continually
strive  to  replace under performers.  On balance, the  aggregate
deductions  of all gross revenues reflected in this analysis  are
based  upon  overall long-term market occupancy  levels  and  are
considered  what a prudent investor would allow for credit  loss.
The  remaining  sum is effective gross income which  an  informed
investor  may  anticipate the subject property  to  produce.   We
believe  this is reasonable in light of overall vacancy  in  this
subject's market area as well as the current leasing structure at
the subject.

Effective Gross Income
    In  the  initial  full  year  of  the  investment,  CY  1996,
effective  gross revenues ("Total Income" line on cash flow)  are
forecasted to amount to approximately $11,254,894, equivalent  to
$16.21 per square foot of total owned GLA.

 Effective Gross Revenue Summary
 Initial Year of Investment - 1996
                          Aggregate         Unit       Income
                             Sum            Rate        Ratio
Potential Gross Income  $11,636,884       $16.76       100.0%
Less: Vacancy and      ($   381,990)     ($ 0.55)        3.3%
Credit Loss Effective
  Gross Income          $11,254,894      $16.219         6.7%

Expenses
    Total expenses incurred in the production of income from  the
subject  property  are divided into two categories:  reimbursable
and   non-reimbursable  items.   The  major  expenses  which  are
reimbursable  include real estate taxes, common area maintenance,
common  seating  charges, and utility/HVAC  expenses.   The  non-
reimbursable  expenses  associated  with  the  subject   property
include  certain general and administrative expenses, ownership's
contribution   to  the   merchants  association/marketing   fund,
management  charges, and miscellaneous expenses.  Other  expenses
include  a  reserve  for the replacement of  short-lived  capital
components, alteration costs associated with bringing space up to
occupancy  standards, leasing commissions, and  a  provision  for
capital expenditures.
    
    The various expenses incurred in the operation of the subject
property  have  been  estimated from information  provided  by  a
number  of  sources.   We have reviewed the  subject's  component
operating history for prior years as well as the 1996 Budget  for
these  expense  items.   This  information  is  provided  in  the
Addenda.   We  have compared this information to  published  data
which  are  available, as well as comparable expense information.
Finally,  this  information has been tempered by  our  experience
with other regional shopping centers.


           TABLE COMPARING OPERATING EXPENSE STATISTICS FOR REGIONAL
                   AND SUPER-REGIONAL MALLS ON THE EAST COAST
    
Expense Growth Rates
    Expense  growth  rates are generally forecasted  to  be  more
consistent   with  inflationary  trends  than  necessarily   with
competitive  market forces.  The Winter 1995 Cushman &  Wakefield
survey  of  regional malls found the low and high mean from  each
respondent  to be 3.75 percent.  The Fourth Quarter 1995  Korpacz
survey  reports that the range in expense growth rates runs  from
3.0  percent to 5.0 percent with an average of 3.98 percent, down
13  basis  points  from  one year ago.  Unless  otherwise  cited,
expenses are forecasted to grow by 3.5 percent per annum over the
holding period.
    
Reimbursable Operating Expenses
    We  have  analyzed  each  item of  expense  individually  and
attempted to project what the typical investor in a property like
the  subject  would  consider  reasonable,  based  upon  informed
opinion,  judgment and experience.  The following is  a  detailed
summary  and  discussion of the reimbursable  operating  expenses
incurred  in  the  operation of the subject property  during  the
initial year of the investment holding period.

    Common  Area Maintenance - This expense category includes
    the  annual  cost  of miscellaneous building  maintenance
    contracts,  recoverable  labor  and  benefits,  security,
    insurance,   landscaping,  snow  removal,  cleaning   and
    janitorial,   exterminating,  supplies,  trash   removal,
    exterior  lighting,  common area energy,  gas  and  fuel,
    equipment  rental, interest and depreciation,  and  other
    miscellaneous   charges.   In  addition,  ownership   can
    generally   recoup  the  cost  of  certain  extraordinary
    capital  items  from  the tenants.   Typically,  this  is
    limited  to  certain miscellaneous capital  expenditures.
    In malls where the CAM budget is high, discretion must be
    exercised  in  not trying to pass along every  charge  as
    tenants  will  resist.  As discussed, the standard  lease
    agreement allows management to pass along the CAM expense
    to  tenants on the basis of occupied gross leasable area.
    Furthermore, the interest and depreciation expense  is  a
    non-operating item that serves to increase the  basis  of
    reimbursement  from mall tenants.  Mall renovation  costs
    may also be passed along.  Most tenants are subject to  a
    15.0  percent administrative surcharge although some  are
    assessed  25.0  percent.  Historically,  the  annual  CAM
    expense  (before anchor contributions) can be  summarized
    as follows:

                         Historical CAM Expense
                     Year             Budget Amount
                     1993               $1,680,000
                     1994               $1,700,000
                     1995               $1,940,000
                     1996 Budget        $1,900,000


    The  1996  CAM  budget  is shown to  be  $1,900,000.   An
    allocation  of this budget by line item provided  in  the
    Addenda.   We have utilized an expense of $1,900,000  for
    1996 which is equivalent to $5.52 per square foot of mall
    shop area (344,388 square feet).
    
    Ownership is now assessing an annual charge for the  cost
    of  the  mall renovation.  We understand that it has  met
    with  some  tenant resistance.  However, we  are  advised
    that  management  has  been successful  in  passing  this
    expense on to new mall tenants as well.  As such, we have
    continued   to   utilize  the  $2.00  per   square   foot
    assessment.   We  have  projected this  pass  through  to
    continue  through  2006,  resulting  in  a  fifteen  year
    amortization of 1991 mall renovation costs.


              TABLE COMPARING COMMON AREA MAINTENANCE EXPENSE FOR
                     VARIOUS MSAs AROUND THE UNITED STATES


    Real Estate Taxes - The projected taxes to be incurred in
    1996  are  equal to $600,000.  As discussed, the standard
    recovery  for  this expense is charged on  the  basis  of
    average  occupied  area  of non-major  mall  tenant  GLA.
    Taxes  are  charged  to  the  mall  tenants  after  first
    deducting department store contributions.  We have  grown
    this expense at a higher rate of 4.0 percent per year.
    
    Food Court CAM (Common Seating) - The cost of maintaining
    the  food  court is estimated at $195,000 in the  initial
    year of the holding period.  Included here are such items
    as  payroll for administration, maintenance and security,
    supplies, and other miscellaneous expenses.  On the basis
    of  food court gross leasable area of 6,446+/- square feet,
    this  expense  is  equal to $30.25 per square  foot.   As
    articulated, food court tenants are assessed  a  separate
    charge  for this expense which typically carries  a  15.0
    percent administrative charge.
    
Non-Reimbursable Expenses
    Total  non-reimbursable expenses at the subject property  are
projected from accepted practices and industry standards.  Again,
we  have  analyzed  each item of expenditure  in  an  attempt  to
project  what the typical investor in a property similar  to  the
subject  would consider reasonable, based upon actual operations,
informed  opinion, and experience.  The following is  a  detailed
summary  and discussion of non-reimbursable expenses incurred  in
the  operation  of  the subject property for  the  initial  year.
Unless otherwise stated, it is our assumption that these expenses
will increase by 3.5 percent per annum thereafter.

    General  and  Administrative - Expenses  related  to  the
    administrative   aspects  of  the  mall   include   costs
    particular to operation of the mall, including  salaries,
    travel and entertainment, and dues and subscriptions.   A
    provision  is also made for professional services  (legal
    and  accounting  fees  and other professional  consulting
    services).     In   1996,   we   reflect   general    and
    administrative expenses of $130,000.
    
    Utilities  - The cost for such items as HVAC,  electrical
    services, and gas and water to certain areas not  covered
    under common area maintenance is estimated at $85,000  in
    1996.   As  discussed, most tenants pay a set charge  for
    HVAC.
    
    Marketing - These costs include expenses related  to  the
    temporary  tenant  program,  including  payroll  for  the
    promotional   and  leasing  staff.   It   also   contains
    ownership's  contribution  to  the  merchant  association
    which  is  net of tenant contributions.  In  the  initial
    year, the cost is forecasted to amount to $110,000.
    
    Miscellaneous - This catch-all category is  provided  for
    various  miscellaneous and sundry expenses that ownership
    will  typically incur.  Such items as unrecovered  repair
    costs,  preparation  of  suites  for  temporary  tenants,
    certain non-recurring expenses, expenses associated  with
    maintaining vacant space, and bad debts in excess of  our
    credit  loss  provision would be included here.   In  the
    initial year, these miscellaneous items are forecasted to
    amount to approximately $50,000.
    
    Management  -  The  annual cost of managing  the  subject
    property  is  projected to be 4.5 percent of minimum  and
    percentage  rent.  In the initial year of  our  analysis,
    this amount is shown to be $349,317.  Alternatively, this
    amount  is  equivalent to approximately  3.1  percent  of
    effective gross income.  Our estimate is reflective of  a
    typical  management agreement with a firm in the business
    of  providing  professional  management  services.   This
    amount is considered typical for a retail complex of this
    size.   Our  investigation  into  the  market  for   this
    property type indicates an overall range of fees of 3  to
    5  percent.   Since we have reflected a  structure  where
    ownership separately charges leasing commissions, we have
    used  the  mid-point  of  the  range  as  providing   for
    compensation for these services.
    
    Alterations - The principal component of this expense  is
    ownership's estimated cost to prepare a vacant suite  for
    tenant use.  At the expiration of a lease, we have made a
    provision  for the likely expenditure of some  monies  on
    ownership's  part for tenant improvement allowances.   In
    this  regard,  we  have forecasted a cost  of  $8.00  per
    square  foot for turnover space (initial cost growing  at
    expense growth rate) weighted by our turnover probability
    of  30.0 percent.  We have forecasted a rate of $1.50 per
    square  foot for renewal (rollover) tenants, based  on  a
    renewal  probability of 70.0 percent.  The  blended  rate
    based  on  our  70/30 turnover probability  is  therefore
    $3.45  per  square foot.  It is noted that ownership  has
    been moderately successful in releasing space in its  "as
    is"   condition.   Evidence  of  this  is  seen  in   our
    previously  presented summary of recent leasing  activity
    at  the  mall. The provisions made here for  tenant  work
    lends  additional conservatism our analysis. These  costs
    are  forecasted to increase at our implied expense growth
    rate.
    
    Alterations  for atrium office space is projected  to  be
    $20.00  per  square foot for new tenants  and  $4.00  per
    square foot for renewal tenants.  After the initial lease-
    up of atrium offices, new tenants will receive $15.00 per
    square foot, with renewal tenants still at $4.00.   Lower
    level  mall office space is forecasted to have alteration
    costs of $5.00 per square foot for new tenants and no Tis
    for  renewals.   These office rates are  based  upon  our
    renewal probability of 50.0 percent.
    
    Leasing   Commissions  -  Ownership  has  recently   been
    charging  leasing  commissions  internally.   A   typical
    structure  is $3.50 per square foot for new  tenants  and
    $1.50  per square foot for renewal tenants.  These  rates
    are  increased  by  $0.50  and  $0.25  per  square  foot,
    respectively, every five years.  This structure implies a
    payout  up  front at the start of a lease.  The  cost  is
    weighted    by   our   70/30   percent   renewal/turnover
    probability.   Thus,  upon lease  expiration,  a  leasing
    commission  charge  of  $2.10 per square  foot  would  be
    incurred.
    
    Office Leasing commissions are based upon a percentage of
    gross  rent.   For this analysis, 20.0 percent  of  first
    year rent is paid out for leasing commissions.
    
    Capital Expenditures - Ownership has budgeted for certain
    capital expenditures which represent items outside of the
    normal  repairs  and  maintenance  budget.   As  of  this
    writing,  the  capital expenditure budget  has  not  been
    fully  approved  but  we can make  some  provisions  with
    reasonable  certainty for certain  repairs.   It  is  our
    opinion that a prudent investor would make some provision
    for necessary repairs and upgrades.  To this end, we have
    reflected  expenditures of $150,000 in 1996, $100,000  in
    1997, and $75,000 in 1998.
    
    Replacement Reserves - It is customary and prudent to set
    aside  an  amount annually for the replacement of  short-
    lived  capital  items such as the roof, parking  lot  and
    certain  mechanical items.  The repairs  and  maintenance
    expense  category has historically included some  capital
    items  which  have been passed through  to  the  tenants.
    This  appears to be a fairly common practice  among  most
    malls.  However, we feel that over a holding period  some
    repairs or replacements will be needed that will  not  be
    passed  on to the tenants.  Due to the inclusion of  many
    of the capital items in the maintenance expense category,
    the  reserves for replacement classification need not  be
    sizeable.  This becomes a more focused issue when the CAM
    expense  starts to get out of reach and tenants begin  to
    complain.  For purposes of this report, we have estimated
    an  expense of between $0.10 and $0.15 per square foot of
    owned  GLA  during  the first year ($90,000),  thereafter
    increasing by our expense growth rate.
    
Net Income/Net Cash Flow
    The   total  expenses  of  the  subject  property,  including
alterations, commissions, capital expenditures, and reserves, are
annually  deducted from total income, thereby leaving a  residual
net  operating income or net cash flow to the investors  in  each
year  of  the holding period before debt service.  In the initial
year of investment, the net operating income is forecasted to  be
equal  to approximately $7.8 million which is equivalent to  69.3
percent  of  effective  gross income.  Deducting  other  expenses
including  capital items results in a net cash flow  before  debt
service of approximately $7.3 million.

                               Operating Summary
                       Initial Year of Investment - 1996
                         Aggregate       Unit Rate*       Operating
                            Sum                            Ratio
Effective Gross Income  $ 11,254,894       $16.21          100.0%
Operating Expenses      $  3,459,317       $ 4.98           30.7%
Net Operating Income    $  7,795,577       $11.22           69.3%
Other Expenses          $    478,279       $ 0.69            4.3%
Cash Flow               $  7,317,298       $10.54           65.0%
*  Based on total owned GLA of 694,274 square feet.


    Our  cash  flow  model has forecasted the following  compound annual growth
rates over the ten year holding period 1996-2005.

 Net Operating     2.9%
    Income:
   Cash Flow:      2.8%

    Growth   rates   are  shown  to  be  2.9  and  2.8   percent,
respectively.   We note that this annual growth is  a  result  of
lease-up,  rent steps, and turnover in the property.  We  believe
these  rates  are  reasonable forecasts for  a  property  of  the
subject's calibre.
    
Investment Parameters
    After  projecting  the income and expense components  of  the
subject  property, investment parameters must be set in order  to
forecast  property  performance over the holding  period.   These
parameters  include the selection of capitalization  rates  (both
initial and terminal) and application of the appropriate discount
or  yield  rate, also referred to as the internal rate of  return
(IRR).

Selection of Capitalization Rates
    Overall Capitalization Rate
    The  overall  capitalization rate bears a direct relationship
between net operating income generated by the real estate in  the
initial  year of investment (or initial stabilized year) and  the
value  of  the asset in the marketplace.  Overall rates are  also
affected  by  the existing leasing schedule of the property,  the
strength  or weakness of the local rental market, the  property's
position  relative to competing properties, and  the  risk/return
characteristics associated with competitive investments.

    The  trend has been for rising capitalization rates.  We feel
that  much of this has to do with the quality of the product that
has  been  selling.   Sellers of the better  performing  dominant
Class  A  malls  have been unwilling to waver on  their  pricing.
Many  of the malls which have sold over the past 18 to 24  months
are  found  in  less desirable second or third tier locations  or
represent  turnaround situations with properties that  are  posed
for  expansion or remerchandising.  With fewer buyers for the top
performing assets, sales have been somewhat limited.

                   Overall Capitalization Rates
                        Regional Mall Sales
 Year           Range         Mean   Basis Point Change
 1988       5.00% - 8.00%     6.16%        --
 1989       4.58% - 7.26%     6.05%        -11
 1990       5.06% - 9.11%     6.33%        +28
 1991       5.60% - 7.82%     6.44%        +11
 1992       6.00% - 7.97%     7.31%        +87
 1993       7.00% -10.10%     7.92%        +61
 1994       6.98% -10.29%     8.37%        +45
 1995       7.47% -11.10%     9.14%        +79


    The  data  above shows that, with the exception of 1989,  the
average  cap  rate has shown a rising trend each  year.   Between
1988  and  1989,  the average rate declined by 11  basis  points.
This  was  partly a result of dramatically fewer transactions  in
1989 as well as the sale of Woodfield Mall at a reported cap rate
of  4.58 percent.  In 1990, the average cap rate jumped 28  basis
points  to  6.33 percent.  Among the 16 transactions we  surveyed
that  year,  there  was  a  marked shift of  investment  criteria
upward,  with  additional  basis point  risk  added  due  to  the
deteriorating  economic  climate  for  commercial  real   estate.
Furthermore, the problems with department store anchors added  to
the perceived investment risk.
    
    1992  saw  owners become more realistic in their  pricing  as
some looked to move product because of other financial pressures.
The  87  basis point rise to 7.31 percent reflected  the  reality
that,  in many markets, malls were not performing as strongly  as
expected.  A continuation of this trend was seen in 1993  as  the
average  rate increased by 61 basis points.  The trend  in  deals
over  the past two year period shows a respective rise in average
cap  rates  of  45  and  59 basis points.   For  the  year,  1994
transactions  were  a  mix  of  quality,  ranging  from  premier,
institutional  grade centers (Biltmore Fashion  Park,  Riverchase
Galleria),  to  B-centers such as Corte Madera  Town  Center  and
Crossroads Mall.  The continuation of this trend into 1995 is  in
evidence  as  owners  of  the better  quality  malls  are  either
aggressively pricing them or keeping them off of the market until
it   improves  further.   Also,  the  beating  that  REIT  stocks
experienced has forced up their yields, thereby putting  pressure
on the pricing levels they can justify.
    
    Much  of  the buying over the past 18 to 24 months  has  been
opportunistic acquisitions involving properties selling  near  or
below replacement cost.  Many of these properties have languished
due  to  lack  of management focus or expertise,  as  well  as  a
limited  ability  to make the necessary capital  commitments  for
growth.  As these opportunities become harder to find, we believe
that investors will again begin to focus on the stable returns of
the dominant Class A product.

    The  Cushman  & Wakefield's Winter 1995 survey  reveals  that
going-in  cap  rates for regional shopping centers range  between
7.0  and  9.0 percent with a low average of 7.47 and high average
of  8.25  percent,  respectively; a spread of  78  basis  points.
Generally,  the change in average capitalization rates  over  the
Spring  1995  survey shows that the low average  decreased  by  3
basis  points,  while the upper average increased by  15  points.
Terminal,  or  going-out rates are now averaging  8.17  and  8.83
percent, representing a decrease of 22 basis points and 23  basis
points, from Spring 1995 averages.

Cushman & Wakefield Valuation Advisory Services

National Investor Survey - Regional Malls (%) Investment

Investment         Winter 1994            Spring 1995            Winter 1995
Parameters       Low        High         Low      High         Low       High
OAR/Going-In  6.50-9.50  7.50-9.50   7.00-8.50  7.00-8.00   7.00-8.00  7.50-9.00
                 7.6        8.4         7.5        8.1         7.47       8.25
OAR/Terminal  7.00-9.50  7.50-10.50  7.50-8.75  8.00-9.25   7.00-9.00 8.00-10.00
                 8.0        8.8         7.95       8.6         8.17      8.83
IRR           10.0-11.50 10.0-13.0   10.0-11.50 11.0-12.0   10.0-11.5 10.5-12.0
                10.5       11.5        10.7       11.4        10.72     11.33


    The  Fourth  Quarter 1995 Peter F. Korpacz survey finds  that
cap  rates have remained relatively stable.  They recognize  that
there  is extreme competition for the few premier malls that  are
offered  for sale which should exert downward pressure on  rates.
However,  most  of the available product is B or C quality  which
are  not attractive to most institutional investors.  The  survey
did,  however, note a dramatic change for the top tier investment
category of 20 to 30 true "trophy" assets in that investors think
it  is unrealistic to assume that cap rates could fall below  7.0
percent.

                         NATIONAL REGIONAL MALL MARKET

                              FOURTH QUARTER 1995

  KEY INDICATORS          CURRENT            LAST
   Free & Clear           QUARTER           QUARTER          YEAR AGO
    Equity IRR
RANGE                  10.00%-14.00%     10.00%-14.00%     10.00%-14.00
AVERGAE                    11.55%            11.55%            11.60%
CHANGE (Basis Points)       --                0                 -5

Free & Clear Going-In Cap Rate
RANGE                  6.25%-11.00%      6.25%-11.00%      6.25%-11.00%
AVERAGE                    7.86%             7.84%             7.73%

CHANGE (Basis Points)       --                +2                +13

Residual Cap Rate
RANGE                 7.00%-11.00%       7.00%-11.00%      7.00%-11.00%
AVERAGE                   8.45%              8.45%             8.30%
CHANGE (Basis Points)      -                  0                 +15


Source:  Peter Korpacz Associates, Inc. - Real Estate Investor Survey Fourth
Quarter - 1995


    As  can be seen from the above, the average IRR has decreased
by  5  basis points to 11.55 percent from one year ago.  However,
it is noted that this measure has been relatively stable over the
past  three months.  The quarter's average initial free and clear
equity cap rate rose 13 basis points to 7.86 percent from a  year
earlier, while the residual cap rate increased 15 basis points to
8.45 percent.

    Most  retail  properties  that are  considered  institutional
grade   are   existing,  seasoned  centers  with  good  inflation
protection  that  offer  stability in  income  and  are  strongly
positioned to the extent that they are formidable barriers to new
competition.   Equally  important are centers  which  offer  good
upside  potential after face-lifting, renovations, or  expansion.
With new construction down substantially, owners have accelerated
renovation  and  re-merchandising programs.   Little  competition
from  over-building is likely in most mature markets within which
these  centers  are  located.  Environmental  concerns  and  "no-
growth" mentalities in communities are now serious impediments to
new retail development.
    
    Finally,  investors have recognized that the retail landscape
has  been  fundamentally altered by consumer lifestyles  changes,
industry   consolidations  and  bankruptcies.   This  trend   was
strongly  in evidence as the economy enters 1996 in view  of  the
wave  of  retail  chains whose troublesome earnings  are  forcing
major restructures or even liquidations.  (The reader is referred
to  the  National Retail Overview in the Addenda of this report).
Trends toward more casual dress at work and consumers growing pre-
occupation  with  their leisure and home lives have  created  the
need for refocused leasing efforts to bring those tenants to  the
mall that help differentiate them from the competition.  As such,
entertainment,  a loosely defined concept, is  one  of  the  most
common  directions malls have taken.  A trend toward bringing  in
larger  specialty and category tenants to the  mall  is  also  in
evidence.  The risk from an owners standpoint is finding that mix
which works the best.
    
    Nonetheless, the cumulative effect of these changes has  been
a  rise  in rates as investors find it necessary to adjust  their
risk premiums in their underwriting.
    
    Based  upon  this discussion, we are inclined  to  group  and
characterize   regional   malls  into  the   general   categories
following:

   Cap Rate Range        Category

   7.0% to 7.5%          Top 20 to 25+/- malls in the country.

   7.5% to 8.5%          Dominant Class
                         A investment grade property, high sales
                         levels, relatively good health ratios,
                         excellent demographics (top 50 markets),
                         and considered to present a significant
                         barrier to entry within its trade area.

   8.5% to 10.5%         Somewhat broad
                         characterization of investment quality
                         properties ranging from primary MSAs to
                         second tier cities.  Properties at the
                         higher end of the scale are probably
                         somewhat vulnerable to new competition
                         in their market.

   10.5% to 12.0%        Remaining
                         product which has limited appeal or
                         significant risk which will attract only
                         a smaller, select group of investors.

Conclusion - Initial Capitalization Rate
    Eastpoint  Mall is one of the dominant malls in  its  region.
In  addition, to its four strong anchor stores.  Mall  shops  are
well  merchandised  and should continue to enjoy  high  occupancy
levels.   The  trade  area  is moderately  affluent  and  stable,
although  very  little growth is projected  for  the  area.   The
following points summarize some of our perceptions regarding  the
mall:
    
    - The trade area is stable.  However, with little growth projected, the
        potential to increase sales and rents become a factor in forecasting
        income growth.

    - The potential for future competition is unlikely in the region/trade
        area.

    - Investors would likely place little emphasis on potential income from
        atrium office space, focusing more on in-place income and near-term
        returns.

    - Occupancy costs are considered to be reasonable.

    On  balance, we believe that a property with the sought after
characteristics  of  the subject would potentially  trade  at  an
overall  rate between 8.75 and 9.25 percent based on  first  year
income if it were operating on a stabilized basis.

    Terminal Capitalization Rate
    The  residual  cash flows generated annually by  the  subject
property  comprise  only the first part of the  return  which  an
investor  will receive.  The second component of this  investment
return  is  the  pre-tax cash proceeds from  the  resale  of  the
property  at  the  end of a projected investment holding  period.
Typically, investors will structure a provision in their analyses
in the form of a rate differential over a going-in capitalization
rate  in projecting a future disposition price.  The view is that
the  improvement  is  then  older and the  future  is  harder  to
visualize;  hence a slightly higher rate is warranted  for  added
risks  in  forecasting.  On average, our rate survey shows  a  38
basis point differential.
    
    Therefore,  to the range of stabilized overall capitalization
rates,  we  have added 25 basis points to arrive at  a  projected
terminal  capitalization rate ranging from 9.00 to 9.50  percent.
This provision is made for the risk of lease-up and maintaining a
certain  level of occupancy in the center, its level  of  revenue
collection, the prospects of future competition, as well  as  the
uncertainty of maintaining the forecasted growth rates over  such
a  holding period.  In our opinion, this range of terminal  rates
would  be appropriate for the subject. Thus, this range of  rates
is  applied  to the following year's net operating income  before
reserves,   capital   expenditures,   leasing   commissions   and
alterations as it would be the first received by a new  purchaser
of the subject property.  Applying a rate of say 9.25 percent for
disposition,  a  current investor would dispose  of  the  subject
property  at  the  end of the investment holding  period  for  an
amount  of approximately $111.0 million based on 2006 net  income
of approximately $10.3 million.
    
    From  the projected reversionary value to an investor in  the
subject  property, we have made a deduction to  account  for  the
various transaction costs associated with the sale of an asset of
this  type.   These  costs consist of 2.0 percent  of  the  total
disposition  price of the subject property as  an  allowance  for
transfer   taxes,  professional  fees,  and  other  miscellaneous
expenses  including an allowance for alteration  costs  that  the
seller pays at final closing.  Deducting these transaction  costs
from  the computed reversion renders pre-tax the net proceeds  of
sale to be received by an investor in the subject property at the
end of the holding period.
                                
                  Net Proceeds at Reversion
                                         Less Costs of Sale
Net Income 2006   Gross Sale Price              and                Net Proceeds
                                    Miscellaneous Expenses @ 2.0%

  $10,268,596      $111,011,849             $2,220,237             $108,791,612

    
Selection of Discount Rate
    The  discounted cash flow analysis makes several  assumptions
which  reflect  typical investor requirements for yield  on  real
property.   These  assumptions are difficult to directly  extract
from  any  given market sale or by comparison to other investment
vehicles.   Instead,  investor  surveys  of  major  real   estate
investment  funds and trends in bond yield rates are often  cited
to support such analysis.
    
    A yield or discount rate differs from an income rate, such as
cash-on-cash  (equity  dividend rate),  in  that  it  takes  into
consideration all equity benefits, including the equity reversion
at  the  time  of resale and annual cash flow from the  property.
The internal rate of return is the single-yield rate that is used
to  discount all future equity benefits (cash flow and reversion)
into the initial equity investment.  Thus, a current estimate  of
the  subject's  present value may be derived by  discounting  the
projected income stream and reversion year sale at the property's
yield rate.
    
    Yield rates on long term real estate investments range widely
between property types.  As cited in Cushman & Wakefield's Winter
1995 survey, investors in regional malls are currently looking at
broad  rates  of  return  between 10.0 and  12.00  percent,  down
slightly  from our last two surveys.  The indicated low and  high
means  are  10.72  and  11.33 percent,  respectively.   Peter  F.
Korpacz  reports  an  average internal rate of  return  of  11.55
percent  for  the Fourth Quarter 1995, down 5  basis points  from
the year ago level.
    
    The yield rate on a long term real estate investment can also
be  compared  with  yield rates offered by alternative  financial
investments since real estate must compete in the open market for
capital.  In developing an appropriate risk rate for the subject,
consideration has been given to a number of different  investment
opportunities.  The following is a list of rates offered by other
types of securities.
                                
      Market Rates and        February, 1996
       Bond Yields (%)
      --------------------------------------
        Reserve Bank               5.00
          Discount Rate

        Prime Rate (Monthly        8.25
          Average)
        3-Month Treasury Bills     4.86

        U.S. 10-Year Notes         6.06
        U.S. 30-Year Bonds         6.47
        Telephone Bonds            7.70
        Municipal Bonds            5.68

    Source: New York Times
    
    
    This  compilation of yield rates from alternative investments
reflects  varying  degrees of risk as perceived  by  the  market.
Therefore,  a  riskless level of investment might be  seen  in  a
three  month  treasury  bill  at  4.86  percent.   A  more  risky
investment, such as telephone bonds, would currently yield a much
higher  rate  of 7.70 percent.  The prime rate is currently  8.25
percent,  while  the  discount rate is 5.00  percent.   Ten  year
treasury notes are currently yielding around 5.06 percent,  while
30-year bonds are at 6.47 percent.
    
    Real  estate investment typically requires a higher  rate  of
return  (yield) and is much influenced by the relative health  of
financial   markets.   A  retail  center  investment   tends   to
incorporate  a blend of risk and credit based on the tenant  mix,
the  anchors  that are included (or excluded) in the transaction,
and  the assumptions of growth incorporated within the cash  flow
analysis.   An  appropriate discount rate selected for  a  retail
center  thus  attempts  to  consider the  underlying  credit  and
security  of  the  income  stream, and  includes  an  appropriate
premium for liquidity issues relating to the asset.
    
    There has historically been a consistent relationship between
the spread in rates of return for real estate and the "safe" rate
available  through  long-term treasuries or high-grade  corporate
bonds.   A wider gap between return requirements for real  estate
and  alternative investments has been created in recent years due
to  illiquidity issues, the absence of third party financing, and
the decline in property values.

    Investors  have suggested that the regional mall  market  has
become  increasingly  "tiered" over  the  past  two  years.   The
country's  premier  malls are considered to  have  the  strongest
trade   areas,  excellent  anchor  alignments,  and   significant
barriers of entry to future competitive supply.  These and  other
"dominant" malls will have average mall shop sales above $300 per
square  foot and be attractive investment vehicles in the current
market.   It  is our opinion that the subject would attract  high
interest from institutional investors if offered for sale in  the
current marketplace.  There is not an abundance of regional  mall
assets  of  comparable  quality  currently  available,  and  many
regional  malls  have  been included within  REITs,  rather  than
offered  on  an  individual property  basis.   However,  we  must
further  temper our analysis due to the fact that  there  remains
some  risk  that the inherent assumptions employed in  our  model
come to full fruition.
    
    Finally, application of these rate parameters to the  subject
should  entail some sensitivity to the rate at which leases  will
be  expiring  over the projection period.  Provided  below  is  a
summary  of  the  forecasted lease expiration  schedule  for  the
subject.   A  complete  expiration  report  is  included  in  the
Addenda.

 Lease Expiration Schedule *

Calendar   No. of      GLA    Cumulative %
  Year     Leases      (SF)
  1996        9       16,647      4.1%
  1997       17       49,223     16.1%
  1998        8       13,940     19.6%
  1999       14       24,031     25.5%
  2000        7       12,167     28.4%
  2001       22       46,748     39.9%
  2002       18       29,807     47.2%
  2003       11       39,600     56.9%
  2004        7       45,152     68.0%
  2005       12       31,527     75.7%

* Excludes department stores.


    From  the  above,  we  see that a moderate  percentage  (28.4
percent)  of the GLA will expire by 2000.  The largest expiration
year  is  1997  when leases totaling 49,223 square  feet  of  the
center  will expire.  Over the total projection period, the  mall
will  turnover  about 75.7 percent of mall shop space.   Overall,
consideration is given to this in our selection of an appropriate
risk  rate.   We  would also note that much of the risk  factored
into  such  an analysis is reflected in the assumptions  employed
within  the  cash  flow model, including rent and  sales  growth,
turnover, reserves, and vacancy provisions.
    
    We  have  briefly  discussed the investment risks  associated
with the subject.  On balance, it is our opinion that an investor
in  the subject property would require an internal rate of return
between 12.00 and 12.50 percent.

Present Value Analysis
    Analysis by the discounted cash flow method is examined  over
a  holding  period  that  allows the investment  to  mature,  the
investor to recognize a return commensurate with the risk  taken,
and  a  recapture  of the original investment.   Typical  holding
periods usually range from 10 to 20 years and are sufficient  for
the  majority  of  institutional grade real estate  such  as  the
subject to meet the criteria noted above.  In the instance of the
subject, we have analyzed the cash flows anticipated over  a  ten
year period commencing on January 1, 1996.
    
    A sale or reversion is deemed to occur at the end of the 10th
year  (December  31,  2005),  based upon  capitalization  of  the
following  year's net operating income.  This is based  upon  the
premise that a purchaser in the 10th year is buying the following
year's  net  income.   Therefore,  our  analysis  reflects   this
situation  by  capitalizing the first year of  the  next  holding
period.
    
    The  present value is formulated by discounting the  property
cash  flows  at various yield rates.  The yield rate utilized  to
discount  the projected cash flow and eventual property reversion
has  been  based  on an analysis of anticipated  yield  rates  of
investors  dealing  in similar investments.   The  rates  reflect
acceptable  expectations  of yield to be  achieved  by  investors
currently  in  the marketplace shown in their current  investment
criteria and as extracted from comparable property sales.

  Cash Flow Assumptions

    Our  cash  flows forecasted for the mall have been presented.
To reiterate, the formulation of these cash flows incorporate the
following general assumptions in our computer model:

    1.  The pro forma is presented on a calendar year basis commencing on
        January 1, 1996.  The present value analysis is based on a 10 year
        holding period commencing from January 1, 1996.  This period reflects
        10 years of operations and follows an adequate time for the property to
        proceed through an orderly  lease-up  and continue to benefit  from any
        remerchandising.  In this regard, we have projected that the investment
        will be sold at the year ending December 31, 2005.

    2.  Existing lease terms and conditions remain unmodified until their
        expiration.  At expiration, it has been assumed that there is an 70.0
        percent probability that existing retail tenants will renew their
        lease.  Office tenants are projected to have a 50.0 percent
        probability.  Executed and high probability pending leases have been
        assumed to be signed in accordance with negotiated terms as of the date
        of valuation.

    3.  1996 base date market rental rates for existing tenants have been
        established according to tenant size with consideration given to
        location within the mall, the specific merchandise category, as well as
        the tenants sales history.  Lease terms throughout the total complex
        vary but for new in-line mall tenants are generally 5 to 12 years.
        While some have been flat, others have one or two step-ups over the
        course of the term.  Upon renewal, it is assumed that new leases are
        written for an average of 10 years with a rent step of 10.0 percent in
        years 4 and 8.  An exception exists in the instance where a tenant is
        determined to be paying base rent which is above market, or where
        percentage rent is being generated in the base lease and is forecasted
        to continue over the ensuing period. In these instances, we have
        assumed that a flat lease will be written.  Kiosk leases are written
        for 5 year terms with a 10.0 percent rent increase after 36 months.
        Office leases are also written for five years.

    4.  Market rents have been established for 1996 based upon an overall
        average of about $19.22 per square foot for in-line mall shop space.
        Subsequently, it is our assumption that market rental rates for mall
        tenants will remain flat through 1997, increasing by 2.0 percent in
        1998, 3.0 percent in 1999, and 3.5 percent per year thereafter.

    5.  Most tenants have percentage rental clauses providing for the payment
        of overage rent.  We have relied upon average sales data as provided by
        management.  In our analysis, we have forecasted that sales will remain
        flat and then grow by 2.0 percent in 1997, 3.0 percent in 1998, and 3.5
        percent per year throughout the balance of the holding period.

    6.  Expense recoveries are based upon terms specified in the various lease
        contracts.  The standard lease contract for real estate taxes and
        common area maintenance billings for interior mall tenants is based
        upon a tenants pro rata share with the latter carrying an
        administrative surcharge of 15.0 percent.  Pro-rata share is generally
        calculated on leased (occupied) area as opposed to leasable area.
        Department store contributions are deducted before pass through to the
        mall shops.  HVAC charges are for mall HVAC.

    7.  Income lost due to vacancy and non- payment of obligations has been
        based upon our turnover probability assumption as well as a global
        provision for credit loss.  Upon the expiration of a lease, there is
        30.0 percent probability that the retail tenant will vacate the suite.
        At this time we have forecasted that rent loss equivalent to 6 months
        rent would be incurred to account for the time associated with bringing
        the space back on-line.  Office tenants have a 50.0 percent renewal
        probability. In addition, we have forecasted an annual global vacancy
        and credit loss of gross rental income which we have stepped-up to a
        stabilized level of 5.0 percent. This global provision is applied to
        all tenants excluding anchor department stores.

    8.  Specialty leasing and miscellaneous income consists of several
        categories. Specialty leasing is generated by the mall's successful
        temporary in-line tenant program  which fill in during periods of
        downtime between permanent in-line tenants.  Miscellaneous income is
        generated by chargebacks for tenant work, forfeited security deposits,
        stroller rentals, telephones, etc.  We have grown all miscellaneous
        revenues by 3.0 percent per annum.

    9.  Operating expenses have been developed from management's budget from
        which we have recast certain expense items.  Expenses have also been
        compared to industry standards as well as our general experience in
        appraising regional malls throughout the northeast.  Operating expenses
        are generally forecasted to increase by 3.5 percent per year except for
        management which is based upon 4.5 percent of minimum and percentage
        rent annually.  Taxes are forecasted to grow at 4.0 percent per year.
        Alteration costs are assumed to escalate at our forecasted expense
        inflation rate.

    10. A provision for initial capital reserves of approximately $90,000 equal
        to approximately $0.13 per square foot of total owned GLA has been
        reflected.  An alteration charge of $8.00 per square foot has been
        utilized for new mall tenants. Renewal tenants have been given an
        allowance of $1.50 per square foot. Leasing commissions reflect a rate
        structure of $3.50 per square foot for new leases and $1.50 per square
        foot for renewal leases.  Office tenants have a different schedule for
        alterations and commissions.  A contingency provision for other capital
        expenditures has been made for the first three years.

    For a property such as the subject, it is our opinion that an
investor would require an all cash discount rate in the range  of
12.00  to  12.50  percent.  Accordingly, we have  discounted  the
projected  future pre-tax cash flows to be received by an  equity
investor  in  the subject property to a present value  so  as  to
yield  12.00  to  12.50 percent at 25 basis  point  intervals  on
equity  capital  over the holding period.  This  range  of  rates
reflects  the risks associated with the investment.   Discounting
these  cash flows over the range of yield and terminal rates  now
being  required by participants in the market for  this  type  of
real  estate places additional perspective upon our analysis.   A
valuation matrix for the subject appears on the following table:
    
               Valuation Matrix (000)
 Terminal Cap              Discount Rate
     Rate
                  12.00%       12.25%      12.50%
     9.00%        $83,166     $81,868      $80,597
     9.25%        $82,193     $80,917      $79,667
     9.50%        $81,272     $80,015      $78,785
    
    
    Through such a sensitivity analysis, it can be seen that  the
present  value  of the subject property varies from approximately
$78.8  to  $83.2 million.  Giving consideration  to  all  of  the
characteristics of the subject previously discussed, we feel that
a  prudent  investor would require a yield which falls  near  the
middle   of   the   range  outlined  above  for  this   property.
Accordingly,  we  believe that based upon all of the  assumptions
inherent in our cash flow analysis, an investor would look toward
as  IRR  around  12.25 percent and a terminal  rate  around  9.25
percent  as being most representative of the subject's  value  in
the market.
    
    In  view  of  the  analysis presented here,  it  becomes  our
opinion that the discounted cash flow analysis indicates a market
value of $81.0 million for the subject property as of January  1,
1996.  The indices of investment generated through this indicated
value conclusion are shown on the Facing Page.

                         DISCOUNTED CASH FLOW ANALYSIS
                      Eastpoint Mall (Baltimore, Maryland)
                           Cushman & Wakefield, Inc.

Year          Net        Discount   Present Value  Composition  Annual Cash
 No. Year  Cash Flow  Factor 12.25% of Cash Flows    of Yield  on Cash Returns
 1   1996  $7,317,298 x  0.8908686 =  $6,518,751       8.06%       9.03%
 2   1997  $7,470,914 x  0.7936469 =  $5,929,267       7.33%       9.22%
 3   1998  $7,893,429 x  0.7070351 =  $5,580,931       6.90%       9.74%
 4   1999  $8,456,066 x  0.6298753 =  $5,326,267       6.58%      10.44%
 5   2000  $8,717,550 x  0.5611362 =  $4,891,732       6.05%      10.76%
 6   2001  $8,872,105 x  0.4998986 =  $4,435,153       5.48%      10.95%
 7   2002  $8,898,840 x  0.4453439 =  $3,963,045       4.90%      10.99%
 8   2003  $9,261,835 x  0.3967429 =  $3,674,568       4.54%      11.43%
 9   2004  $9,548,132 x  0.3534458 =  $3,374,747       4.17%      11.79%
 10  2005  $9,420,071 x  0.3148738 =  $2,966,133       3.67%      11.63%

Total Present Value of Cash Flows:   $46,660,595      57.67%      10.60%
                                                      Total        Avg.

Reversion Year  NOI/Income  / Terminal OAR =      Reversion
 11  2006       $10,268,596 /       9.25%       $111,011,849
                Less: Cost of Sale  2.00%        ($2,220,237)
                Less: Tls & Commissions                   $0

                Net Reversion                   $108,791,612
                x Discount Factor                  0.3148738
                Total Present Value of Reversion $34,255,626    42.33%

Total Present Value of Cash Flows & Reversion:   $80,916,221   100.00%

Rounded Value via Discounted Cash Flow:          $81,000,000

        Owned Net Rentable Area:                     694,274
        Value per Square Foot (Owned GLA):           $116.67

        Owned Mall Shop Area:                        344,388
        Value per Square Foot (Shop GLA)*:           $235.20

        Year One NOI (12 months):                 $7,795,577
        Implicit Going-In Capitalization Rate:         9.62%

        Compound Annual Growth Rate
        Concluded Value to Reversion Value:            3.20%

        Compound Annual Growth Rate
        Net Cash Flow:                                 2.56%

*Excludes Anchors, Mall Offices, and Atrium Offices

    
    We note that the computed equity yield is not necessarily the
true  rate of return on equity capital.  This analysis  has  been
performed on a pre-tax basis.  The tax benefits created  by  real
estate  investment will serve to attract investors to  a  pre-tax
yield which is not the full measure of the return on capital.
    
Direct Capitalization
    To  further  support  our value conclusion  at  stabilization
derived  via the discounted cash flow, we have also utilized  the
direct  capitalization  method.   In  direct  capitalization,  an
overall  rate  is  applied  to the net operating  income  of  the
subject  property.   In  this case, we will  again  consider  the
indicated  overall rates from the comparable sales in  the  Sales
Comparison  Approach as well as those rates  established  in  our
Investor Survey.
    
    In  view  of our total analysis, we would anticipate that  at
the  subject would trade at an overall rate of approximately 8.75
to  9.25  percent applied to first year income.   Applying  these
rates  to  first  year  net  operating  income  before  reserves,
alterations,  and  other expenses for the subject  of  $7,795,577
results  in  a value of approximately $84,280,000 to $89,090,000.
From  this range we would be inclined to conclude at a  value  of
$85,000,000  by direct capitalization which is indicative  of  an
overall rate of 8.42 percent.
    
    However,  it  is our opinion that a prudent investor  in  the
property  would  consider  the capital expenditures  and  leasing
costs  through 1999 in the final value estimate.  By  discounting
commissions,  alterations,  and  capital  expenditures  at  12.25
percent  through  1999,  a  deduction  of  about  $1,210,000   is
indicated.   Applying this to $85.0 million results  in  a  value
estimate  of  roughly $83.79 million.  Thus, the indicated  value
via direct capitalization as of January 1, 1996, was $83,800,000.

                       RECONCILIATION AND FINAL VALUE ESTIMATE

    Application  of  the Sales Comparison and  Income  Approaches
used  in  the  valuation  of the subject  property  has  produced
results   which  fall  within  a  reasonably  acceptable   range.
Restated, these are:

   Methodology                          Market Value
                                         Conclusion
Sales Comparison Approach       $81,000,000 - $83,000,000
Income Approach
    Discounted Cash Flow               $81,000,000
    Direct Capitalization              $83,800,000


    This is considered a narrow range in possible value given the
magnitude  of  the  value estimates.  Both  approaches  are  well
supported by data extracted from the market.  There are, however,
strengths  and  weaknesses in each of these two approaches  which
require reconciliation before a final conclusion of value can  be
rendered.

Sales Comparison Approach
    The Sales Comparison Approach arrived at a value indicted for
the  property  by  analyzing historical arms-length  transaction,
reducing  the gathered information to common units of comparison,
adjusting  the  sale data for differences with  the  subject  and
interpreting the results to yield a meaningful value  conclusion.
The  basis of these conclusions was the cash-on-cash return based
on  net  income and the adjusted price per square foot  of  gross
leasable  area sold.  An analysis of the subject on the basis  of
its implicit sales multiple was also utilized.
    
    The process of comparing historical sales data to assess what
purchasers have been paying for similar type properties  is  weak
in  estimating future expectations.  Although the unit sale price
yields  comparable  conclusions, it is not the  primary  tool  by
which  the  investor  market  for a  property  like  the  subject
operates.  In addition, no two properties are alike with  respect
to  quality  of  construction, location, market segmentation  and
income  profile.  As such, subjective judgment necessarily become
a  part  of  the  comparative process.  The  usefulness  of  this
approach  is  that  it  interprets specific  investor  parameters
established  in  their  analysis  and  ultimate  purchase  of   a
property.  In light of the above, the writers are of the  opinion
that  this  methodology  is  best  suited  as  support  for   the
conclusions  of  the  Income Approach.  It  does  provide  useful
market  extracted  rates  of return  such  as  overall  rates  to
simulate investor behavior in the Income Approach.

Income Approach
    Discounted Cash Flow Analysis
    The  subject  property is highly suited to  analysis  by  the
discounted  cash  flow method as it will be bought  and  sold  in
investment  circles.  The focus on property value in relation  to
anticipated income is well founded since the basis for investment
is  profit  in  the form of return or yield on invested  capital.
The  subject property, as an investment vehicle, is sensitive  to
all changes in the economic climate and the economic expectations
of  investors.   The  discounted cash flow  analysis  may  easily
reflect  changes in the economic climate of investor expectations
by  adjusting  the variables used to qualify the model.   In  the
case  of  the  subject property, the Income Approach can  analyze
existing  leases,  the  probabilities  of  future  rollovers  and
turnovers   and  reflect  the  expectations  of  overage   rents.
Essentially,  the Income Approach can model many of the  dynamics
of  a  complex  shopping center. The writers have considered  the
results  of  the  discounted cash flow analysis  because  of  the
applicability  of  this method in accounting for  the  particular
characteristics of the property, as well as being the  tool  used
by many purchasers.
    
Capitalization
    Direct  capitalization has its basis in capitalization theory
and  uses  the premise that the relationship between  income  and
sales  price  may  be expressed as a rate or  its  reciprocal,  a
multiplier.   This  process  selects  rates  derived   from   the
marketplace,  in  much the same fashion as the  Sales  Comparison
Approach, and applies this to a projected net operating income to
derive a sale price.  The weakness here is the idea of using  one
year  of  cash  flow as the basis for calculating a  sale  price.
This  is simplistic in its view of expectations and may sometimes
be  misleading.  If the year chosen for the analysis of the  sale
price contains an income stream that is over or understated, this
error  is compounded by the capitalization process.  Nonetheless,
real  estate of the subject's calibre is commonly purchased on  a
net  capitalization basis.  Overall, this methodology  was  given
important consideration in our total analysis.

Conclusions
    We  have briefly discussed the applicability of each  of  the
methods presented.  Because of certain vulnerable characteristics
in  the Sales Comparison Approach, it has been used as supporting
evidence  and as a final check on the value conclusion  indicated
by  the Income Approach methodology.  The value exhibited by  the
Income  Approach is consistent with the leasing  profile  of  the
mall.  Overall, it indicates complimentary results with the Sales
Comparison  Approach, the conclusions being  supportive  of  each
method employed, and neither range being extremely high or low in
terms of the other.
    
    As  a  result of our analysis, we have formed an opinion that
the  market  value  of the leased fee estate  in  the  referenced
property,   subject  to  the  assumptions,  limiting  conditions,
certifications, and definitions, as of January 1, 1996, was:

                   EIGHTY ONE MILLION DOLLARS
                           $81,000,000


               ASSUMPTIONS AND LIMITING CONDITIONS

"Appraisal"  means  the appraisal report  and  opinion  of  value
stated  therein; or the letter opinion of value, to  which  these
Assumptions and Limiting Conditions are annexed.

"Property" means the subject of the Appraisal.

"C&W"  means  Cushman & Wakefield, Inc. or its  subsidiary  which
issued the Appraisal.

"Appraiser(s)"  means  the employee(s) of C&W  who  prepared  and
signed the Appraisal.

This  appraisal is made subject to the following assumptions  and
limiting conditions:

1. This is a Summary Appraisal Report which is intended to comply with the
  reporting requirements set forth under  Standards  Rule  2-2)b)  of  the
  Uniform  Standards  of Professional Appraisal Practice for a Summary
  Appraisal Report. As  such,  it  presents only summary discussions of  the
  data, reasoning, and analyses that were used in the appraisal process to
  develop  the  appraiser's  opinion  of  value.   Supporting documentation
  concerning the data, reasoning, and  analyses  is retained  in  the
  appraiser's file.  The depth  of  discussion contained in this report is
  specific to the needs of the client and  for the intended use stated below.
  The appraiser  is  not responsible  for  unauthorized use  of  this  report.
  We  are providing this report as an update to our last analysis which was
  prepared  as  of  January 1, 1995.  As such, we have  primarily reported only
  changes to the property and its environs over the past year.

2. No  opinion is intended to be expressed and no responsibility is assumed for
  the legal description or for any matters which are legal in nature or require
  legal expertise or specialized knowledge beyond that of a real estate
  appraiser. Title to the Property is assumed to be good and marketable  and
  the Property is assumed to be free and clear of all liens unless otherwise
  stated.  No survey of the Property was undertaken.

3.  The   information  contained  in   the Appraisal or upon which the
  Appraisal is based has been gathered from sources the Appraiser assumes to be
  reliable and accurate. Some of such information may have been provided by the
  owner of the Property.  Neither the Appraiser nor C&W shall be responsible
  for the accuracy or completeness of such information, including the
  correctness of estimates, opinions, dimensions,  sketches, exhibits and
  factual matters.

4.  The opinion of value is only as of  the date  stated  in  the Appraisal.
  Changes since  that  date  in external  and  market  factors or in the
  Property  itself  can significantly affect property value.

5.  The Appraisal is to be used in whole and not  in  part.   No  part of the
  Appraisal  shall  be  used  in conjunction  with  any  other appraisal.
  Publication  of  the Appraisal  or  any  portion thereof without the  prior
  written consent of C&W is prohibited.  Except as may be otherwise stated in
  the letter of engagement, the Appraisal may not be used by any person  other
  than the party to whom it is  addressed  or  for purposes other than that for
  which it was prepared.  No part of the   Appraisal  shall  be  conveyed  to
  the  public   through advertising, or used in any sales or promotional
  material without C&W's  prior  written  consent.   Reference  to  the
  Appraisal Institute or to the MAI designation is prohibited.

6.  Except as may be otherwise stated in the letter of engagement, the
  Appraiser shall not be required to give testimony in any court or
  administrative proceeding relating to the Property or the Appraisal.

7.  The  Appraisal assumes (a)  responsible ownership and competent management
  of the Property; (b) there are no  hidden or unapparent conditions of the
  Property, subsoil or structures  that render the Property more or less
  valuable  (no responsibility is assumed for such conditions or for  arranging
  for engineering studies that may be required to discover them); (c) full
  compliance with all applicable federal, state and local zoning   and
  environmental  regulations  and   laws,   unless noncompliance is stated,
  defined and considered in the Appraisal; and  (d)  all required licenses,
  certificates of occupancy  and other  governmental consents have been or can
  be  obtained  and renewed for any use on which the value estimate contained
  in the Appraisal is based.

8.  The  forecasted potential gross  income referred  to  in the Appraisal may
  be based on lease  summaries provided by the owner or third parties.  The
  Appraiser assumes no responsibility  for the authenticity or completeness  of
  lease information provided by others.  C&W recommends that legal advice be
  obtained regarding the interpretation of lease provisions and the contractual
  rights of parties.

9.  The forecasts of income and expenses are not predictions of the future.
  Rather, they are the Appraiser's best estimates of current market thinking on
  future income  and expenses.    The  Appraiser  and  C&W  make  no   warranty
  or representation that these forecasts will materialize.  The real estate
  market is constantly fluctuating and changing.  It is not the  Appraiser's
  task to predict or in  any  way  warrant  the conditions of a future real
  estate market; the Appraiser can only reflect  what the investment community,
  as of the date  of  the Appraisal,  envisages for the future in terms of
  rental  rates, expenses, supply and demand.

10.  Unless   otherwise   stated   in   the Appraisal,  the  existence of
  potentially  hazardous  or  toxic materials  which  may  have been used in
  the  construction  or maintenance of the improvements or may be located at or
  about the Property was not considered in arriving at the opinion of value.
  These materials (such as formaldehyde foam insulation, asbestos insulation
  and  other  potentially  hazardous  materials)  may adversely affect the
  value of the Property.  The Appraisers are not qualified to detect such
  substances.  C&W recommends that an environmental expert be employed to
  determine the impact of these matters on the opinion of value.

11.  Unless   otherwise   stated   in   the Appraisal, compliance with the
  requirements of the Americans With Disabilities  Act  of  1990 (ADA) has not
  been  considered  in arriving  at the opinion of value.  Failure to comply
  with  the requirements of the ADA may adversely affect the value  of  the
  property.   C&W  recommends that an expert  in  this  field  be employed.

                           CERTIFICATION OF APPRAISAL

    We certify that, to the best of our knowledge and belief:

1. Richard W. Latella, MAI and Jay F. Booth inspected  the  property. Brian J.
   Booth did not  inspect  the property but has contributed to the underlying
   analysis.

2. The statements of fact contained in this report are true and correct.

3. The  reported  analyses, opinions,  and conclusions  are limited only by the
   reported assumptions  and limiting conditions, and are our personal,
   unbiased professional analyses, opinions, and conclusions.

4. We  have  no  present  or  prospective interest in the property that is the
   subject of this report, and we have no personal interest or bias with
   respect to the parties involved.

5. Our compensation is not contingent upon the reporting of a predetermined
   value or direction in value that favors the cause of the client, the amount
   of the value estimate, the attainment of a stipulated result, or the
   occurrence of  a subsequent event.  The appraisal assignment was not based
   on a requested minimum valuation, a specific valuation or the approval of a
   loan.

6. No one provided significant professional assistance to the persons signing
   this report.

7. Our analyses, opinions, and conclusions were developed, and this report has
   been prepared, in conformity with the Uniform Standards of Professional
   Appraisal Practice of the Appraisal Foundation and the Code of Professional
   Ethics and the Standards of Professional Appraisal Practice of the Appraisal
   Institute.

8. The use of this report is subject to the requirements of the Appraisal
   Institute relating to review by its duly authorized representatives.

9. As  of the date of this report, Richard W.  Latella  has completed the
   requirements of the  continuing education program of the Appraisal
   Institute.


    /s/ Jay F. Booth                         /s/ Brian J. Booth

    Jay F. Booth                              Brian J. Booth
Retail  Valuation Group               Valuation Advisory Services


   /s/ Richard W. Latella

   Richard W. Latella, MAI
   Senior Director
   Retail Valuation Group
   Maryland Certified General
   Real Estate Appraiser License No. 10462


                                    ADDENDA


                            NATIONAL RETAIL OVERVIEW
                                
                        OPERATING EXPENSE BUDGET (1996)
                                
                           TENANT SALES REPORT (1995)
                                
                         PRO-JECT LEASE ABSTRACT REPORT
                                
                      PRO-JECT PROLOGUE ASSUMPTIONS REPORT
                                
                        PRO-JECT TENANT REGISTER REPORT
                                
                        PRO-JECT LEASE EXPIRATION REPORT
                                
             ENDS FULL DATA REPORT FOR PRIMARY AND TOTAL TRADE AREA
                                
                        REGIONAL MALL SALES (1991-1993)
                                
                      CUSHMAN & WAKEFIELD INVESTOR SURVEY
                                
                           APPRAISERS' QUALIFICATIONS
                                
                              PARTIAL CLIENT LIST


                                
      CUSHMAN & WAKEFIELD, INC.
      NATIONAL RETAIL OVERVIEW


                          Prepared by: Richard W. Latella, MAI


                NATIONAL RETAIL MARKET OVERVIEW

Introduction
    Shopping centers constitute the major form of retail activity in the United
States today.  Approximately 55 percent of all non- automotive  retail  sales
occur  in  shopping  centers.   It  is estimated that consumer spending
accounts for about two-thirds of all  economic  activity in the United States.
As  such,  retail sales  patterns  have  become  an  important  indicator  of
the country's economic health.
    
    During  the period 1980 through 1995, total retail  sales  in the  United
States increased at a compound annual rate  of  6.16 percent.  Data for the
period 1990 through 1995 shows that  sales growth  has  slowed to an annual
average of 4.93  percent.   This information  is summarized on the following
chart.  The  Commerce Department reports that total retail sales fell
three-tenths of a percent in January 1996.

                Total U.S. Retail Sales(1)
       Year          Amount       Annual Change
                   (Billions)
       1980         $  957,400           N/A
       1985         $1,375,027           N/A
       1990         $1,844,611           N/A
       1991         $1,855,937           .61%
       1992         $1,951,589          5.15%
       1993         $2,074,499          6.30%
       1994         $2,236,966          7.83%
       1995         $2,346,577          4.90%
 Compound Annual                                 
   Growth Rate                         +6.16%
    1980-1995
CAGR: 1990 - 1995                      +4.93%

(1)1985 - 1995 data reflects recent revisions by the U.S. Department of
Commerce: Combined Annual and Revised Monthly Retail Trade.

Source: Monthly Retail Trade Reports Business Division, Current Business
Reports, Bureau of the Census, U.S. Department of Commerce.


    The early part of the 1990s was a time of economic stagnation and
uncertainty  in  the country.  The gradual  recovery,  which began  as  the
nation crept out of the last recession, has  shown some  signs  of weakness as
corporate downsizing has accelerated. But  as  the recovery period reaches into
its fifth year and  the retail  environment remains volatile, speculation
regarding  the nation's  economic future remains.  It is this uncertainty which
has shaped recent consumer spending patterns.
    
Personal Income and Consumer Spending
    Americans'  personal  income  advanced  by  six-tenths  of  a percent in
December, which helped raise income for all of 1995 by 6.1  percent, the
highest gain since 6.7 percent in  1990.   This growth  far  outpaced the 2.5
percent in 1994 and 4.7 percent  in 1993.   Reports for February 1996 however,
reported  that  income grew  at an annual rate of eight-tenths of a percent,
the biggest gain in thirteen months, and substantially above January's anemic
growth rate of one-tenth of a percent.
    
    Consumer  spending  is another closely watched  indicator  of economic
activity.  The importance of consumer spending  is  that it  represents
two-thirds  of  the nation's  economic  activity. Total consumer spending rose
by 4.8 percent in 1995, slightly off of  the 5.5 percent rise in 1994 and 5.8
percent in 1993.   These increases  followed  a significant lowering on
unemployment  and bolstered consumer confidence.  The Commerce Department
reported that Americans spent at an annual rate of $5.01 trillion in January
1996, a drop of five-tenths of a percent.  It was the third drop in five
months.
    
Unemployment Trends
    The Clinton Administration touts that its economic policy has dramatically
increased  the number of citizens  who  have  jobs. Correspondingly,  the
nation's unemployment  rate  continues  to decrease  from  its  recent  peak in
1992.   Selected  statistics released  by  the  Bureau of Labor Statistics are
summarized  as follows:

Selected Employment Statistics

    Civilian Labor Force               Employed
         Total Workers         Total Workers             Unemployment
Year(1)     (000)   % Change     (000)         % Change       Rate
 1990      124,787       .7     117,914          .5           5.5
 1991      125,303       .4     116,877         -.9           6.7
 1992      126,982      1.3     117,598          .6           7.4
 1993      128,040       .8     119,306         1.5           6.8
 1994      131,056      2.4     123,060         3.1           6.1
 1995      132,337      .98     124,926         1.5           5.6
 CAGR                  1.18                     1.16
1990-1995

(1)Year ending December 31

Source:  Bureau of Labor Statistics U.S. Department of Labor


    During  1995,  the  labor  force increased  by  1,281,000  or approximately
1.0  percent.   Correspondingly,  the   level   of employment increased by
1,866,000 or 1.5 percent.  As  such,  the year end unemployment rate dropped by
five-tenths of a percent to 5.6 percent.  For 1995, monthly job growth averaged
144,000.   On balance,  over  8.0  million jobs have  been  created  since  the
recovery  began.
    
Housing Trends
    Housing starts enjoyed a good year in 1994 with a total of 1.53 million
starts; this up 13.0 percent from 1.45 million in 1993. Multi-family was up
60.0 percent in 1994 with 257,00 starts.  However, the National Asociation of
Homebuilders forsees a downshift in activity throughout 1995 resulting from the
laggard effect of the Federal Reserves's policy of raising interest rates.  The
 .50 percent increase in the federal funds rate on February 1, 1995 was the
seventh increase over the past thirteen months, bringing it to its highest
level since 1991.  Sensing a retreat in the threat of inflation, the Fed
reduced the Federal Funds rate by 25 basis points in July 1995 to 5.75 percent.
    
    Total housing starts rose by 6.0 percent to a seasonally adjusted annual
rate of 1.42 million units.  Since family housing starts in November were at
1,102,00 units while multi-family jumped by 77,000 at an annual rate.
Applications for building permits rose by 3.2 percent to a rate of 1.28
million.  The median new home price of new homes sold in the first nine months
of 1995 was $132,000.  The median was $130,000 for all of 1994.  The Commerce
Department reported that construction spending rose 2.9 percent in October to
an annual rate of $207.7 billion, compared to $217.9 billion in all of 1994.
    
    The  home  ownership rate seems to be rising, after remaining stagnant over
the last decade.  For the third quarter of 1995, the share of households that
own their homes was 65 percent, compared to 64.1  percent for a year earlier.
Lower mortgage rates are cited as a factor.
    
Gross Domestic Product
    The  report  on the gross domestic product (GDP) showed  that output for
goods and services expanded at an annual rate of  just .9  percent in the
fourth quarter of 1995.  Overall, the  economy gained  2.1 percent in 1995, the
weakest showing in  four  years since  the  1991 recession.  The .9 percent
rise  in  the  fourth quarter  was  much slower than the 1.7 percent expected
by  most analysts.  The Fed sees the U.S. economy expanding at  a  2.0  to 2.25
percent pace during 1996 which is in-line with White  House forecasts.
    
    The following chart cites the annual change in real GDP since 1990.

  Real GDP
    Year                % Change
    1990                   1.2
    1991                  - .6
    1992                   2.3
    1993                   3.1
    1994                   4.1
    1995 *                 2.1

* Reflects new chain weighted system of measurement.  Comparable
  1994 measure would be 3.5%

Source:   Bureau of Economic Analysis

Consumer Prices
    The  Bureau  of  Labor Statistics has reported that  consumer prices  rose
by only 2.5 percent in 1995, the fifth  consecutive year  in  which inflation
was under 3.0 percent.   This  was  the lowest  rate  in nearly a decade when
the overall  rate  was  1.1 percent  in  1986.  All sectors were down
substantially  in  1995 including  the  volatile  health  care  segment  which
recorded inflation of only 3.9 percent, the lowest rate in 23 years.
    
    The following chart tracks the annual change in the CPI since 1990.

     Consumer Price Index(1)

   Year        CPI       % Change
   1990       133.8         6.1
   1991       137.9         3.0
   1992       141.9         2.9
   1993       145.8         2.7
   1994       149.7         2.7
   1995       153.5         2.5

(1) All Urban Workers

Source:   Dept. of Labor, Bureau of Labor Statistics

Other Indicators
    The  government's main economic forecasting gauge, the  Index of  Leading
Economic  Indicators shows that the vibrant 1994 economy continues to cool off.
The index is intended to project econoic growth over the next six months.  The
Conference  Board,  an independent  business group, reported that the index
rose two-tenths of a percent in December 1995, breaking a string of three
straight declines.   It  has become  apparent that the Federal Reserve's
conservative monetary policy  has had an effect on the economy and some
economists  are calling for a further reduction in short term interest rates.
    
    The  Conference Board also reported that consumer  confidence rebounded  in
February 1996, following reports suggesting  lower inflation.   The  board's
index of consumer  confidence  rose  9 points  to  97  over  January when
consumers  worried  about  the government  shutdown, the stalemate over the
Federal  budget  and the recent flurry of layoff announcements by big
corporations.
    
    In  another  sign of increasingly pinched household  budgets, consumers
sharply  curtailed new installment debt  in  September 1995,  when installment
credit rose $5.4 billion, barely half  as much  as August.  Credit card
balances increased by $2.8 billion, the  slimmest  rise of the year.  For the
twelve  months  through September  1995, outstanding credit debt rose 13.9
percent,  down from  a  peak  of  15.3 percent in May.  Still, installment debt
edged  to  a record 18.8 percent of disposable income, indicating that
consumers  may be reaching a point of discomfort  with  new debt.
    
    The   employment   cost  index  is  a  measure   of   overall compensation
including wages, salaries and benefits.  In 1995 the index rose by only 2.9
percent, the smallest increase since 1980. This  was  barely  ahead of
inflation and is a  sign  of  tighter consumer   spending   over  the  coming
year.
    
Economic Outlook
    The  WEFA Group, an economic consulting company, opines  that the  current
state of the economy is a "central bankers"  dream, with   growth  headed
toward  the  Fed's  2.5  percent   target, accompanied  by  stable if not
falling inflation.   They  project that  inflation will remain in the 2.5 to
3.0 percent range  into the  foreseeable  future.  This will have a direct
influence  on consumption  (consumer expenditures) and overall inflation  rates
(CPI).
    
    Potential  GDP  provides an indication of  the  expansion  of output, real
incomes, real expenditures, and the general standard of  living of the
population.  WEFA estimates that real U.S.  GDP will  grow at an average annual
rate between 2.0 and 2.5  percent over  the next year and at 2.3 percent
through 2003 as the output gap  is reduced between real GDP and potential GDP.
After  2003, annual real GDP growth will moderate, tapering to 2.2 percent per
annum.
    
    Consumption  expenditures  are primarily  predicated  on  the growth  of
real  permanent income, demographic  influences,  and changes in relative
prices over the long term.  Changes in  these key  variables explain much of
the consumer spending patterns  of the  1970s and mid-1980s, a period during
which baby boomers were reaching  the asset acquisition stages of their lives;
purchasing automobiles and other consumer and household durables.  Increases in
real disposable income supported this spending spurt with  an average  annual
increase of 2.9 percent per year  over  the  past twenty  years.   Real
consumption expenditures  increased  at  an average  annual rate of 3.1 percent
during the 1970s  and  by  an average  of  4.0 percent from 1983 to 1988.  WEFA
projects  that consumption expenditure growth will slow to 2.0 percent per year
by 2006 as a result of slower population growth and aging.  It is also
projected   that   the  share  of   personal   consumption expenditures
relative to GDP will decline over the next  decade. Consumer  spending  as  a
share of GDP peaked  in  1986  at  67.4 percent after averaging about 63.0
percent over much of the post- war period.  WEFA estimates that consumption's
share of aggregate output  will decline to 64.5 percent by 2003 and 62.7
percent  by 2018.
    
Retail Sales
    In   their  publication,  NRB/Shopping  Centers  Today   1994 Shopping
Center Census, the National Research Bureau reports that overall  retail
conditions continued to improve  for  the  third consecutive year in 1994.
Total shopping center sales  increased 5.5 percent to $851.3 billion in 1994,
up from $806.6 billion  in 1993.   The  comparable 1993 increase was  5.0
percent.   Retail sales  in  shopping  centers (excluding automotive  and
gasoline service  station  sales) now account for about  55.0  percent  of
total retail sales in the United States.
    
    Total  retail  sales  per  square foot  have  shown  positive increases
over the past three years, rising by 8.7 percent  from approximately  $161 per
square foot in 1990, to $175  per  square foot in 1994.  It is noted that the
increase in productivity  has exceeded  the  increase in inventory which  bodes
well  for  the industry  in  general.  This data is summarized on the following
table.

                      Selected Shopping Center Statistics
                                   1990-1994

                                                                   %    Compound
                        1990    1991     1992     1993     1994  Change  Annual
                                                                1990-93  Growth
Retail Sales in
Shopping Centers *   $706.40 $716.90  $768.20  $806.60  $851.30   20.5%   4.8%
Total Leasable
Area**                   4.4     4.6      4.7      4.8      4.9   11.4%   2.7%
Unit Rate            $160.89 $157.09  $164.20  $169.08  $175.13    8.7%   2.1%

*Billions of Dollars

**  Billions of Square Feet

Source:   National Research Bureau

    
    To  put retail sales patterns into perspective, the following
discussion highlights key trends over the past few years.
    
        -       As a whole, 1993 was a good year for most of the nation's major
                retailers.  Sales for the month of December were up for most,
                however, the increase ranged dramatically from 1.1 percent at
                Kmart to 13.3 percent at Sears for stores open at least a year.
                It is noted that the Sears turnaround after years of slippage
                was unpredicted by most forecasters.

        -       With the reporting of December 1994 results, most retailers
                posted same store gains between 2.0 and 6.0 percent.  The
                Goldman Sachs Retail Composite Comparable Store Sales Index, a
                weighted average of monthly same store sales of 52 national
                retail companies rose 4.5 percent in December.  The weakest
                sales were seen in women's apparel, with the strongest sales
                reported for items such as jewelry and hard goods.  Most
                department store companies reported moderate increases in same
                store sales, though largely as a result of aggressive
                markdowns.  Thus, profits were negatively impacted for many
                companies.

        -       For 1994, specialty apparel sales were lackluster at best, with
                only .4 percent comparable sales growth.  This is of concern to
                investors since approximately 30.0 percent of a mall's small
                shop space is typically devoted to apparel tenants. Traditional
                department stores experienced 3.4 percent same store growth in
                1994, led by Dillard's 5.0 percent increase.  Mass merchants'
                year-to-year sales increased by 6.7 percent in 1994, driven by
                Sears' 7.9 percent increase. Mass merchants account for 35.0 to
                55.0 percent of the anchors of regional malls and their
                resurgence bodes well for increased traffic at these centers.

        -       Sales at the nation's largest retailer chains rose tepidity in
                January, following the worst December sales figures since the
                1990-91 recession in 1995.  Same store sales were generally
                weak in almost all sectors, with apparel retailers being
                particularly hard hit.  Some chains were able to report
                increases in sales but this generally came about through
                substantial discounting.  As such, profits are going to suffer
                and with many retailers being squeezed for cash, 1996 is
                expected to be a period of continued consolidations and
                bankruptcy.  The Goldman Sachs composite index of same store
                sales grew by 1.1 percent in January 1996, compared to a 4.7
                percent for January 1995.

    Provided  on the following chart is a summary of overall  and same  store
sales growth for selected national merchants for  the most recent period.

                  Same Store Sales for the Month of January 1996

                                    % Change From Previous Year
      Name of Retailer               Overall     Same Store Basis
          Wal-Mart                    +16.0%       +  2.6%
            Kmart                     + 4.0%       +  7.7%
  Sears, Roebuck & Company            + 4.0%       +  0.6%
         J.C. Penney                  - 3.0%      -   4.3%
  Dayton Hudson Corporation           + 8.0%       +  2.0%
    May Department Stores             + 7.0%       +  0.7%
 Federated Department Stores          + 3.0%       +  5.1%
      The Limited Inc.                + 6.0%       -  2.0%
          Gap Inc.                    +48.0%       +  6.0%
         Ann Taylor                   - 1.0%       - 17.0%

Source:   New York Times

    According to the Goldman sachs index, department store sales fell by 1.1
percent during January, discount stores rose by 4.5 percent, and specialty hard
goods retailers fell by 4.7 percent.


    The  outlook  for  retail sales growth  is  one  of  cautious optimism.
Some  analysts  point  to  the  fact  that   consumer confidence has resulted
in increases in personal debt  which  may be  troublesome in the long run.
Consumer loans  by  banks  rose 13.9  percent  in the twelve months that ended
on  September  30, 1995.   But  data  gathered  by the Federal  Reserve  on
monthly payments suggest that debt payments are not taking as big a  bite out
of income as in the late 1980s, largely because of the record refinancings  at
lower interest rates in recent  years  and  the efforts by many Americans to
repay debts.

GAFO and Shopping Center Inclined Sales
    In  a  true understanding of shopping center dynamics, it  is important to
focus on both GAFO sales or the broader category  of Shopping  Center Inclined
Sales.  These types of  goods  comprise the  overwhelming bulk of goods and
products carried in  shopping centers  and  department  stores and  consist  of
the  following categories:

        - General merchandise stores including department and other stores;
        - Apparel and accessory stores;
        - Furniture and home furnishing stores; and
        - Other miscellaneous shoppers goods stores.

    Shopping  Center  Inclined  Sales are  somewhat  broader  and include  such
classifications as home  improvement  and  grocery stores.
    
    Total  retail sales grew by 7.8 percent in the United  States in  1994  to
$2.237 trillion, an increase of $162  billion  over 1993.   This  followed  an
increase of $125  billion  over  1992. Automobile  dealers captured $69+/-
billion of total  retail  sales growth  last year, while Shopping Center
Inclined Sales accounted for  nearly  40.0  percent of the increase ($64
billion).   GAFO sales  increased  by  $38.6  billion.   This  group  was  led
by department  stores  which  posted an $18.0  billion  increase  in sales. The
following chart summarizes the performance for  this most recent comparison
period.

                  Retail Sales by Major Store Type
                        1993-1994 ($MIL.)
                                                     1993-1994
     Store Type                 1994        1993      % Change
GAFO:                                                  
General Merchandise         $282,541    $264,617        6.8%
Apparel & Accessories        109,603     107,184        2.3%
Furniture & Furnishings      119,626     105,728       13.1%
Other GAFO                    80,533      76,118        5.8%
GAFO Subtotal               $592,303    $553,647        7.0%

Convenience Stores:                                    
Grocery                     $376,330    $365,725        2.9%
Other                         21,470      19,661        9.2%
Subtotal                    $397,800    $385,386        3.2%
Drug                          81,538      79,645        2.4%
Convenience Subtotal        $479,338    $465,031        3.1%
Other:                                                 
Home Improvement &                                     
 Building Supplies Stores   $122,533    $109,604       11.8%
Shopping Center-Inclined   1,194,174   1,128,282        5.8%
Subtotal                     526,319     456,890       15.2%
Automobile Dealers           142,193     138,299        2.8%
Gas Stations                 228,351     213,663        6.9%
Eating and Drinking Places   145,929*    137,365*       6.2%
All Other
Total Retail Sales        $2,236,966  $2,074,499        7.8%

* Estimated sales
Source:  U.S. Department of Commerce and Dougal M. Casey:  Retail Sales and
Shopping Center Development Through The Year 2000 (ICSC White Paper)


    GAFO sales grew by 7.0 percent in 1994 to $592.3 billion, led by  furniture
and furnishings which grew by 13.1 percent.   From the above it can be
calculated that GAFO sales accounted for 26.5 percent  of  total retail sales
and nearly 50.0  percent  of  all shopping center-inclined sales.
    
The International Council of Shopping Centers (ICSC) publishes a Monthly Mall
Merchandise Index which tracks sales by store type for more than 400 regional
shopping centers.  The index shows that sales per square foot rose by 1.8
percent to $256 per square foot in 1994.  The following chart identified the
most recent year-end results.

                        Index Sales per Square Foot
                         1993-1994 Percent Change
              Store Type             1994      1993  ICSC Index
        GAFO:
        Apparel & Accessories:
        Women's Ready-To-Wear        $189      $196    - 3.8%
        Women's Accessories and       295       283    + 4.2%
        Specialties                   231       239    - 3.3%
        Men's and Boy's Apparel       348       310    +12.2%
        Children's Apparel            294       292    + 0.4%
        Family Apparel                284       275    + 3.3%
        Women's Shoes                 330       318    + 3.8%
        Men's Shoes                   257       252    + 1.9%
        Family Shoes                  340       348    - 2.2%
        Shoes (Misc.)                $238      $238    - 0.2%
        SUBTOTAL

        Furniture & Furnishings:
        Furniture & Furnishings      $267      $255    + 4.5%
        Home Entertainment &
         Electronics                  330       337    - 2.0%
        Miscellaneous                291       282    + 3.3%
        SUBTOTAL                     $309      $310    - 0.3%

        Other GAFO:
        Jewelry                      $581      $541    + 7.4%
        Other                         258       246    + 4.9%
        SUBTOTAL                     $317      $301    + 5.3%
        TOTAL GAFO                   $265      $261    + 1.6%
        NON-GAFO

        FOOD:
        Fast Food                    $365      $358    + 2.0%
        Restaurants                   250       245    + 2.2%
        Other                         300       301    - 0.4%
        SUBTOTAL                     $304      $298    + 1.9%

        OTHER NON-GAFO:
        Supermarkets                 $236      $291    -18.9%
        Drug/HBA                      254       230    +10.3%
        Personal Services             264       253    + 4.1%
        Automotive                    149       133    +12.2%
        Home Improvement              133       127    + 4.8%
        Mall Entertainment             79        77    + 3.2%
        Other Non-GAFO Misc.          296       280    + 5.7%
        SUBTOTAL                     $192      $188    + 2.4%
        TOTAL NON-GAFO               $233      $228    + 2.5%
        TOTAL                        $256      $252    + 1.8%


Note:  Sales per square foot numbers are rounded to whole dollars.  Three
categories illustrated here have limited representation in the ICSC sample:
Automotive, +12.2%; Home Improvement, +4.8%; and Supermarkets, -18.9%.

Source:   U.S. Department of Commerce and Dougal M. Casey.


    GAFO  sales have risen relative to household income.  In 1990 these sales
represented 13.9 percent of average household income. By 1994 they rose to 14.4
percent.  Projections through 2000 show a  continuation of this trend to 14.7
percent.  On average, total sales  were equal to nearly 55.0 percent of
household  income  in 1994.

Determinants of Retail Sales Growth and U.S. Retail Sales by Key

      Store Type                     1990         1994         2000(P)
Determinants                                                
Population                    248,700,000  260,000,000  276,200,000
Households                     91,900,000   95,700,000  103,700,000
Average Household Income          $37,400      $42,600      $51,600
Total Census Money Income      $3.4 Tril.   $4.1 Tril.   $5.4 Tril.
% Allocations of Income to Sales
GAFO Stores                         13.9%        14.4%        14.7%
Convenience Stores                  12.9%        11.7%        10.7%
Home Improvement Stores              2.8%         3.0%         3.3%
Total Shopping Center-
Inclined Stores                     29.6%        29.1%        28.8%
Total Retail Stores                 54.3%        54.6%        52.8%
Sales ($Billion)                                            
GAFO Stores                          $472         $592         $795
Convenience Stores                    439          479          580
Home Improvement Stores                95          123          180
Total Shopping Center-
Inclined Stores                    $1,005       $1,194       $1,555
TOTAL RETAIL SALES                 $1,845       $2,237       $2,850

Note:     Sales and income figures are for the full year; population
and household figures are as of April 1 in each respective year.

P = Projected.

Source:   U.S. Census of Population, 1990; U.S. Bureau of the Census Current
Population Reports: Consumer Income P6-168, 174, 180, 184 and 188; Berna Miller
with Linda Jacobsen, "Household Futures", American Demographics, March 1995;
Retail Trade sources already cited; and Dougal M. Casey: ICSC White Paper


    GAFO   sales  have  risen  at  a  compound  annual  rate   of approximately
6.8  percent since 1991  based  on  the  following annual change in sales.

                        1990/91        2.9%
                        1991/92        7.0%
                        1992/93        6.6%
                        1993/94        7.0%


    According  to  a  recent study by the ICSC,  GAFO  sales  are expected to
grow by 5.0 percent per annum through the year  2000, which  is well above the
4.1 percent growth for all retail sales. This information is presented in the
following chart.

 Retail Sales in the United States, by Major Store Type
                                1994         2000(P)          Percent Change
                                                                     Compound
Store Type                 ($ Billions)   ($ Billions)        Total    Annual

GAFO:                                                       
General Merchandise             $  283         $  370         30.7%      4.6%
Apparel & Accessories              110            135         22.7%      3.5%
Furniture/Home Furnishings         120            180         50.0%      7.0%
Other Shoppers Goods                81            110         35.8%      5.2%
GAFO Subtotal                   $  592         $  795         34.3%      5.0%
CONVENIENCE GOODS:                                          
Food Stores                     $  398         $  480         20.6%      3.2%
Drugstores                          82            100         22.0%      3.4%
Convenience Subtotal            $  479         $  580         21.1%      3.2%
Home Improvement                   123            180         46.3%      6.6%
Shopping Center-        
Inclined Subtotal               $1,194         $1,555         30.2%      4.5%
All Other                        1,043          1,295         24.2%      3.7%
Total                           $2,237         $2,850         27.4%      4.1%

Note:    P = Projected.  Some figures rounded.
Source:  U.S. Department of Commerce, Bureau of the Census and Dougal M. Casey.


    In  considering  the  six-year period  January  1995  through December
2000,  it  may  help to look  at  the  six-year  period extending  from January
1989 through  December  1994  and  then compare the two time spans.
    
    Between  January  1989  and December 1994,  shopping  center- inclined
sales in the United States increased by $297 billion,  a compound  growth  rate
of 4.9 percent.  These  shopping  center- inclined sales are projected to
increase by $361 billion  between January 1995 and December 2000, a compound
annual growth rate  of 4.5 percent.  GAFO sales, however, are forecasted to
increase  by 34.3 percent or 5.0 percent per annum.
Industry Trends
    According to the National Research Bureau, there were a total of  40,368
shopping centers in the United States at the  end  of 1994.   During this year,
735 new centers opened, an 10.0 percent increase  over the 667 that opened in
1993.  The upturn marked the first time since 1989 that the number of openings
increased.  The greatest growth came in the  small center category (less than
100,000 square feet) where 457 centers were  constructed.   In terms of GLA
added, new  construction in 1994 resulted in an addition of 90.16 million
square  feet  of  GLA from approximately 4.77  billion  to  4.86 billion square
feet.  The  following  chart highlights trends  over  the  period  1987 through
1995.

Census Data: 8-Year Trends


     No. of     Total      Total       Average  Average % Change New  % Increase
Year Centers     GLA       Sales       GLA per  Sales   in Sales Cen-  in Total
                          (Billions)    Center  per SF   per SF  ters   Centers
- - ---- ------ ------------- ------------ -------  ------- ------- ----- ----------

1987 30,641 3,722,957,095 $602,294,426 121,502  $161.78  2.41%  2,145    7.53%
1988 32,563 3,947,025,194 $641,096,793 121,212  $162.43  0.40%  1,922    6.27%
1989 34,683 4,213,931,734 $682,752,628 121,498  $162.02 -0.25%  2,120    6.51%
1990 36,515 4,390,371,537 $706,380,618 120,235  $160.89 -0.70%  1,832    5.28%
1991 37,975 4,563,791,215 $716,913,157 120,179  $157.09 -2.37%  1,460    4.00%
1992 38,966 4,678,527,428 $768,220,248 120,067  $164.20  4.53%    991    2.61%
1993 39,633 4,770,760,559 $806,645,004 120,373  $169.08  2.97%    667    1.71%
1994 40,368 4,860,920,056 $851,282,088 120,415  $175.13  3.58%    735    1.85%
Compound
Annual +4.01%   +3.88%       +5.07%    -.13%     +1.14%   N/A     N/A     N/A
Growth
Source: National Research Bureau Shopping Center Database and Statistical Model


    From the chart we see that both total GLA and total number of centers have
increased at a compound annual rate of approximately 4.0  percent since 1987.
New construction was up 1.85 percent  in 1994,  a slight increase over 1993 but
still well below the  peak year  1987  when  new  construction  increased  by
7.5  percent.  Industry analysts point toward increased liquidity among
shopping center owners, due in part to the influx of capital from securitized
debt financiang and the return of lending by banks and insurance companies.
REITs have also been a source of capital and their appetite for new product has
provided a convenient take out vehicle.
    
    Among the 40,368 centers in 1994, the following breakdown  by
size can be shown.

             U.S. Shopping Center Inventory, January 1995

                                                Square Feet
                          Number of Centers      (Millions)
                          -----------------   ---------------
        Size Range (SF)   Amount    Percent    Amount  Percent
        ---------------   ------    -------    ------  -------
        Under   100,000    25,450     63%      1,266    25%
        100,000-400,000    13,035     32%      2,200    45%
        400,000-800,000     1,210      3%        675    15%
        Over    800,000       673      2%        750    15%

            Total          40,368    100%      4,865   100%

Source: National Research Bureau (some numbers slightly rounded).


    According  to  the National Research Bureau, total  sales  in shopping
centers have grown at a compound rate of  5.07  percent since  1987.   With
sales  growth  outpacing  new  construction, average   sales  per  square  foot
have  been  showing  positive increases since the last recession.  Aggregate
sales were up  5.5 percent  nationwide from $806.6 billion (1993) to $851.3
billion (1994).  In 1994, average sales were $175.13 per square foot,  up
nearly 3.6 percent over 1993 and 1.14 percent on average over the past seven
years.  The biggest gain came in the super- regional category (more than 1
million square feet) where sales were up 5.05 percent to $193.13 per square
foot.
    
    The  following chart tracks the change in average  sales  per square foot
by size category between 1993 and 1994.

                         Sales Trends by Size Category
                                   1993-1994
                          Average Sales Per Square Foot

                Category             1993      1994       % Change

        Less than    100,000 SF     $193.10   $199.70       +3.4%
        100,001 to   200,000 SF     $156.18   $161.52       +3.4%
        200,001 to   400,000 SF     $147.57   $151.27       +2.5%
        400,001 to   800,000 SF     $157.04   $163.43       +4.1%
        800,001 to 1,000,000 SF     $194.06   $203.20       +4.7%
        More than  1,000,000 SF     $183.90   $193.13       +5.0%
        Total                       $169.08   $175.13       +3.6%

Source:   National Research Bureau


    Empirical  data  shows that the average  GLA  per  capita  is increasing.
In 1994, the average for the nation was 18.7.   This was  up  17  percent  from
16.1 in 1988 and more  recently,  18.5 square  feet per capita in 1993.  Among
states, Florida has the highest GLA per capita with 28.1  square feet and South
Dakota has the lowest at 9.40  square feet.   The estimate for 1995 is for an
increase to 19.1 per square foot per capita.  Per capita GLA for regional malls
(defined as all centers in excess of 400,000 square feet) has also been rising.
This information is presented on the following chart.

               GLA per
               Capita            All      Regional
                Year           Centers      Malls
                1988            16.1         5.0
                1989            17.0         5.2
                1990            17.7         5.3
                1991            18.1         5.3
                1992            18.3         5.5
                1993            18.5         5.5
                1994            18.7         5.4

Source: International Council of Shopping Center: The Scope of The Shopping
Center Industry and National Research Bureau


    The  Urban Land Institute, in the 1995 edition of Dollars and Cents of
Shopping Centers, reports that vacancy rates range  from a  low of 2.0 percent
in neighborhood centers to 14.0 percent for regional malls.  Super-regional
malls reported a vacancy rate  of 7.0  percent  and community centers were 4.0
percent  based  upon their latest survey.
    
    The  retail industry's importance to the national economy can also  be seen
in the level of direct employment.  According  to F.W. Dodge, the construction
information division of McGraw-Hill, new  projects  in  1994  generated $2.6
billion  in  construction contract  awards and supported 41,600 jobs in
construction  trade and  related industries.  This is nearly half of the
construction employment level of 95,360 for new shopping center development in
1990.  It is estimated that 10.18 million people are now employed in  shopping
centers, equal to about one of every nine  non-farm workers in the country.
This is up 2.9 percent over 1991.

Market Shifts - Contemporary Trends in the Retail Industry
    During  the 1980s, the department store and specialty apparel store
industries competed in a tug of war for consumer  dollars. Specialty  stores
emerged largely victorious as department  store sales  steadily  declined as a
percentage  of  total  GAFO  sales during  the  decade, slipping from 47.0
percent in 1979  to  44.0 percent  in  1989.   During  this  period,  many
anchor  tenants teetered  from  high  debt  levels  incurred  during
speculative takeovers  and leveraged buyouts of the 1980s.  Bankruptcies  and
restructuring, however, have forced major chains  to  refocus  on their
customer  and shed unproductive stores and product  lines. At year end 1994,
department store sales, as a percentage of GAFO sales, were approximately 37.5
percent.
    
    The  continued strengthening of some of the major  department store chains,
including Sears, Federated/Macy's, May and  Dayton Hudson,  is  in direct
contrast to the dire predictions  made  by analysts  about  the demise of the
traditional  department  store industry.   This  has  undoubtedly  been brought
about  by  the heightened level of merger and acquisition activity in the 1980s
which  produced a burdensome debt structure among many  of  these entities.
When coupled with reduced sales and cash flow  brought on  by the recession,
department stores were unable to meet their debt service requirements.
    
    Following  a  round  of bankruptcies and restructurings,  the industry has
responded with aggressive cost-cutting measures  and a focused merchandising
program that is decidedly more responsive to consumer buying patterns.  The
importance of department stores to  mall  properties is tantamount to a
successful project  since the  department  store  is  still the principal
attraction  that brings patrons to the center.
    
    On  balance, 1994/95 was a continued period of transition for the retail
industry.  Major retailers achieved varying degrees of success  in  meeting the
demands of increasingly value  conscious shoppers.  Since the onset of the
national economic recession  in mid-1990,  the  retail market has been
characterized  by  intense price competition and continued pressure on profit
margins.  Many national and regional retail chains have consolidated
operations, closed  underperforming stores, and/or scaled back  on  expansion
plans  due  to  the  uncertain spending  patterns  of  consumers.
Consolidations and mergers have produced a more limited number of retail
operators,  which  have responded  to  changing  spending patterns  by
aggressively repositioning themselves  within  this evolving market.  Much of
the recent retail construction activity has involved the conversion of existing
older retail centers into power center formats, either by retenanting or
through expansion. An  additional  area of growth in the retail  sector  is  in
the "supercenter"  category, which consists of the  combined  grocery and
department stores being developed by such companies as  Wal- Mart  and Kmart.
These formats require approximately 150,000  to 180,000  square  feet in order
to carry the depth of  merchandise necessary for such economies of scale and
market penetration.
    
    Some  of the important developments in the industry over  the past year can
be summarized as follows:

    -   The discount department store industry emerged as arguably
        the most volatile retail sector, lead by regional chains in the
        northeast.  Jamesway, Caldor and Bradlees each filed for Chapter
        11 within six months and Hills Stores is on the block.  Jamesway
        is now in the process of liquidating all of its stores.  Filene's
        Basement was granted relief from some covenant restrictions and
        its stock price plummeted.  Ames, based in Rocky Hill,
        Connecticut, will close 17 of its 307 stores.  Kmart continues to
        be of serious concern.  Its debt has been downgraded to junk bond
        status.  Even Wal-Mart, accustomed to double digit sales growth,
        has seen some meager comparable sales increases.  These trends
        are particularly troubling for strips since these tenants are
        typical anchors.

    -   The attraction of regional malls as an investment has
        diminished in view of the wave of consolidations and bankruptcies
        affecting in-line tenants.  Some of the larger restructurings
        include Melville with plans to close up to  330 stores, sell
        Marshalls to TJX Companies, split into three publicly traded
        companies, and sell Wilsons and This End Up; Petrie Retail, which
        operates such chains as M.J. Carroll, G&G, Jean Nicole, Marianne
        and Stuarts, has filed for bankruptcy protection; Edison Brothers
        (Jeans West, J. Riggins, Oak Tree, 5-7-9 Shops, etc.) announced
        plans to close up to 500 stores while in Chapter 11; J. Baker
        intends to liquidate Fayva Shoe division (357 low-price family
        footwear stores); The Limited announced a major restructuring,
        including the sale of partial interests in certain divisions;
        Charming Shoppes will close 290 Fashion Bug and Fashion Bug Plus
        stores; Trans World Entertainment (Record Town) has closed 115 of
        its 600  mall shop locations. Other chains having trouble include
        Rickel Home Centers which filed Chapter 11; Today's Man, a 35
        store Philadelphia based discount menswear chain has filed; nine
        subsidiaries of Fretta, including Dixon's, U.S. Holdings and
        Silo, filed Chapter 11; and Clothestime, also in bankruptcy will
        close up to 140 of its 540 stores.  Merry-Go-Round, a chain that
        operates 560 stores under the names Merry-Go-Round, Dejaiz and
        Cignal is giving up since having filed in January 1994 and will
        liquidate its assets.  Toys "R" Us has announced a global
        reorganization that will close 25 stores and cut the number of
        items it carries to 11,000 from 15,000.  Handy Andy, a 50 year
        old chain of 74 home improvement centers which had been in
        Chapter 11, has decided to liquidate, laying off 2,500 people.

    -   Overall, analysts estimate that 4,000 stores closed in 1995 and as many
        as 7,000 more will close in 1996.  Mom-and-Pop stores, where 75 percent
        of U.S. retailers employ fewer than 10 people have been declining for
        the past decade. Dun and Bradstreet reports that retail failures are up
        1.4 percent over Last year - most of them small stores who don't have
        the financial flexibility to renegotiate payment schedule.

    -   With sales down, occupancy costs continue to be a major
        issue facing many tenants.  As such, expansion oriented retailers
        like The Limited, Ann Taylor and The Gap, are increasingly
        shunning mall locations for strip centers.  This has put further
        pressure on mall operators to be aggressive with their rent
        forecasts or in finding replacement tenants.

    -   While the full service department store industry led by Sears has seen
         a profound turnaround, further consolidation and restructuring
         continues.  Woodward & Lothrop was acquired by The May Department
         Stores Company and JC Penney; Broadway Stores was acquired by
         Federated Department Stores; Elder Beerman has filed Chapter 11 and
         will close 102 stores; Steinbach Stores will be acquired by Crowley,
         Milner & Co.; Younkers will merge with Proffitts; and Strawbridge and
         Clothier has hired a financial advisor to explore strategic
         alternatives for this Philadelphia based chain.

     -   Aside from the changes in the department store arena, the most notable
         transaction in 1995 involved General Growth Properties' acquisition of
         the Homart Development Company in a $1.85 billion year-end deal.
         Included were 25 regional malls, two current projects and several
         development sites. In November, General Growth arranged for the sale
         of the community center division to Developers Diversified for
         approximately $505 million.  Another notable deal involved Rite Aid
         Corporation's announcement that it will acquire Revco Drug Stores in a
         $1.8 billion merger to form the nation's largest drug store company
         with sales of $11 billion and 4,500+/- stores.

     -   As of January 1, 1995 there were 311 outlet centers with 44.4 million
         square feet of space.  Outlet GLA has grown at a compound annual rate
         of 18.1 percent since 1989. Concerns of over-building, tenant
         bankruptcies, and consolidations have now negatively impacted this
         industry as evidenced by the hit the outlet REIT stocks have taken.
         Outlet tenants have not been immune to the global troubles impacting
         retail sales as comparable store sales were down 3.1 percent through
         November 1995.

     -   Category Killers and discount retailers have continued to drive the
         demand for additional space.  In 1995, new contracts were awarded for
         the construction or renovation of 260 million square feet of stores
         and shopping centers, up from 173 million square feet in 1991
         according to F.W. Dodge, matching the highest levels over the past two
         decades.  It is estimated that between 1992 and 1994, approximately
         55.0 percent of new retail square footage was built by big box
         retailers.  In 1994, it is estimated that they accounted for 80.0
         percent of all new stores. Most experts agree that the country is
         over-stored.  Ultimately, it will lead to higher vacancy rates and
         place severe pressure on aging, capital intensive centers.  Many
         analysts predict that consolidation will occur soon in the office
         products superstores category where three companies are battling for
         market share - OfficeMax, Office Depot and Staples.

     -   Entertainment is clearly the new operational requisite for property
         owners and developers who are incorporating some form of entertainment
         into their designs.  With a myriad of concepts available, ranging from
         mini-amusement parks to multiplex theater and restaurant themes, to
         interactive high-tech applications, choosing the right formula is a
         difficult task.

Investment Criteria and Institutional Investment Performance
    Investment  criteria for mall properties range widely.   Many firms  and
organizations  survey  individuals  active  in   this industry  segment  in
order to gauge  their  current  investment criteria.   These  criteria can be
measured  against  traditional units  of comparison such as price (or value)
per square foot  of GLA and overall capitalization rates.
    
    The  price that an investor is willing to pay represents  the current  or
present value of all the benefits of ownership.   Of fundamental importance is
their expectation of increases in  cash flow  and  the  appreciation of the
investment.   Investors  have shown  a  shift in preference to initial return,
placing probably less emphasis on the discounted cash flow analysis (DCF).  A
DCF is  defined  as  a  set  of  procedures in  which  the  quantity,
variability, timing, and duration of periodic income, as well  as the quantity
and  timing  of  reversions,  are  specified  and discounted  to  a  present
value  at  a  specified  yield  rate. Understandably,  market thinking has
evolved  after  a  few  hard years  of reality where optimistic cash flow
projections did  not materialize.  The DCF is still, in our opinion, a valid
valuation technique  that when properly supported, can present a  realistic
forecast of a property's performance and its current value in the marketplace.
    
    Equitable Real Estate Investment Management, Inc. reports  in their
Emerging  Trends  in  Real  Estate  -  1996  that   their respondents  give
retail investments generally poor  performance forecasts  in their latest
survey due to the protracted  merchant shakeout which will continue into 1996.
While dominant, Class  A malls  are  still  considered to be one of the best
real  estate investments  anywhere,  only  13.0  percent  of  the  respondents
recommended  buying  malls.  Rents and  values  are  expected  to remain  flat
(in real terms) and no one disputes their contention that  15  to 20 percent of
the existing malls nationwide will  be out of business by the end of the
decade.  For those centers that will continue to reposition themselves,
entertainment will be  an increasingly important part of their mix.
    
    Investors  do  cite  that,  after having  been  written  off, department
stores  have  emerged from the  shake-out  period  as powerful as ever.  The
larger chains such as Federated,  May  and Dillard's,  continue to acquire the
troubled regional chains  who find  it  increasingly difficult to compete
against the  category killers.   Many  of  the  nations largest  chains  are
reporting impressive profit levels, part of which has come about from their
ability  to  halt the double digit sales growth of  the  national discount
chains.   Mall  department  stores  are   aggressively reacting  to  power  and
outlet centers to protect  their  market share.   Department stores are
frequently meeting discounters  on price.
    
    While  power centers are considered one retail property  type currently  in
a  growth  mode, most respondents  feel  that  the country  is  over-stored and
value gains  with  these  types  of centers will lag other property types,
including malls, over five and ten year time frames.
    
    The  following chart summarizes the results of their  current survey.

                 Retail Property Rankings and Forecasts

                Invest Potential
                Investment Potential   1996     Predicted Value Gains
  Property      --------------------   Rent     ---------------------
    Type         Rating1  Ranking2   Increase   1 Yr.   5Yrs.   10Yrs.

Regional Malls     4.9      8th        2.0%      2%      20%     40%
Power Centers      5.3      6th        2.3%      1%      17%     32%
Community Centers  5.4      5th        2.4%      2%      17%     33%

1    Scale of 1 to 10
2    Based on 9 property types


    The  NCREIF Property Index represents data collected from the Voting
Members of the National Council of Real Estate Investment Fiduciaries.  As
shown in the following table, data  through  the third  quarter  of  1995 shows
that the retail  index  posted  a positive  1.23  percent  increase  in  total
return.   Increased competition  in the retail sector from new and expanding
formats and changing locational references has caused the retail index to trail
all  other  property types.  As such,  the  -2.01  percent decline  in  value
reported by the retail subindex for  the  year were in line with investors'
expectations.

                            Retail Property Returns
                                  NCREIF Index
                             Third Quarter 1995 (%)

     Period        Income     Appreciation     Total   Change in CPI
3rd Qtr. 1995       1.95        - .72           1.23        .46
One Year            8.05        -2.01           5.92       2.55
Three Years         7.54        -3.02           4.35       2.73
Five Years          7.09        -4.61           2.23       2.92
Ten Years           6.95          .54           7.52       3.53

Source:   Real Estate Performance Report
          National Council of Real Estate Investment Fiduciaries


    It  is  noted that the positive total return continues to  be affected  by
the capital return component which has been negative for  the  last five years.
However, as compared to the CPI,  the total index has performed relatively
well.
    
Real Estate Investment Trust Market (REITs)
    To  date, the impact of REITs on the retail investment market has  been
significant, although the majority of Initial Property Offerings (IPOs)
involving regional malls, shopping centers,  and outlet centers did not enter
the market until the latter part  of 1993  and early 1994.  It is noted that
REITs have dominated  the investment market for apartment properties and have
evolved  into a major role for retail properties as well.
    
    As  of  November 30, 1995, there were 297 REITs in the United States, about
79.0 percent (236) which are publicly traded.   The advantages  provided by
REITs, in comparison to more  traditional real estate investment opportunities,
include the diversification of property types and location, increased liquidity
due to shares being traded on major exchanges, and the exemption from corporate
taxes when 95.0 percent of taxable income is distributed.
    
    There  are essentially three kinds of REITs which can  either be
"open-ended",  or Finite-life (FREITs) which  have  specified liquidation
dates, typically ranging from eight to fifteen years.

    -   Equity REITs center around the ownership of properties where
        ownership interests (shareholders)receive the benefit of returns
        from the operating income as well as the anticipated appreciation
        of property value.  Equity REITs typically provide lower yields
        than other types of REITs, although this lower yield is
        theoretically offset by property appreciation.

    -   Mortgage REITs invest in real estate through loans.  The return to
        shareholders is related to the interest rate for mortgages placed by
        the REIT.

    -   Hybrid REITs combine the investment strategies of both the equity and
        mortgage REITs in order to diversify risk.

    The influx of capital into REITs has provided property owners with an
significant alternative marketplace of investment capital and  resulted in  a
considerably more liquid  market  for  real estate.   A  number of
"non-traditional" REIT  buyers,  such  as utility  funds  and equity/income
funds,  established  a  major presence in the market during 1993/94.
    
    1995 was not viewed as a great year for REITs relative to the advances seen
in  the  broader  market.   Through  the  end  of November,  equity  REITs
posted  a  9.3  percent  total   return according  to the National Association
of Real Estate  Investment Trusts  (NAREIT).  The best performer among equity
REITs was  the office  sector  with  a  29.4 percent  total  return.   This was
followed  by  self-storage  (27.3%), hotels  (26.7%),  triple-net lease
(20.6%), and health care (18.8%).  Two equity REIT sectors were in the red -
outlet centers and regional malls.

Retail REITs
    As  of  November  30, 1995, there were a total  of  47  REITs specializing
in retail, making up approximately 16 percent of the securities in the REIT
market.  Depending upon the property  type in  which  they specialize, retail
REITs are divided  into  three categories:   shopping  centers,  regional
malls,   and   outlet centers.  The REIT performance indices chart shown as
Table A  on the  following page, shows a two-year summary of the total retail
REIT  market  as  well as the performance of the three  composite categories.

                          Table A - REIT Performance Indicies

                    Y-T-D Total    Dividend     No. of REIT        Market
                      Return        Yield       Securities     Capitalization*
                    -----------  -----------  --------------  ----------------
                                    As of November 30, 1995
                    ----------------------------------------------------------
Total Retail           0.49%         8.36%         47            $14,389.1
  Strip Centers        2.87%         8.14%         29            $ 8,083.3
  Regional Malls      -2.47%         9.06%         11            $ 4,886.1
  Outlet Centers      -2.53%         9.24%          6            $ 1,108.7
                    -------------------------------------------------------
                                    As of November 30, 1994
                    -------------------------------------------------------
Total Retail          -3.29%         8.35%         46            $12,913.1
  Strip Center        -4.36%         7.98%         28            $ 7,402.7
  Regional Malls       2.84%         8.86%         11            $ 4,459.1
  Outlet Centers     -16.58%         8.74%          7            $ 1,051.4

*  Number reported in thousands
Source:  Realty Stock Review

    As  can  be  seen,  the  47  REIT securities  have  a  market
capitalization  of approximately $14.4 billion, up  11.5  percent from  the
previous  year. Total returns  were  positive  through November  1995,
reversing the negative return for the  comparable period  12 months earlier. It
is noted that the positive  return was the result of the strength of the
shopping center REITs which constitute nearly 60 percent of the market
capitalization.  Total retail REITs dividend yields have remained constant over
the last year  at  approximately 8.36 percent.  Regional mall and shopping
center  REITs  dominate the total market, making up approximately 85 percent of
the 47 retail REITs.
    
    While  many of the country's best quality malls and  shopping centers  have
recently been offered in the public  market,  this heavily  capitalized
marketplace has provided  sellers  with  an attractive alternative to the more
traditional market  for  large retail properties.

Regional Mall REITs
    The   accompanying  exhibit  Table  B  summarizes  the  basic
characteristics  of  eight  REITs and one  publicly  traded  real estate
operating company (Rouse Company) comprised exclusively or predominantly of
regional mall properties.  Excluding  the  Rouse Company  (ROUS), the IPOs have
all been completed since  November 1992.  The nine public offerings with
available information  have a  total  of 281 regional or super regional malls
with a combined leasable  area  of approximately 229 million square  feet. This
figure  represents more than 14.0 percent of the  total  national supply of
this product type.
    
    The nine companies are among the largest and best capitalized domestic real
estate equity securities, and are considerably more liquid  than  more
traditional real estate related  investments. Excluding  the Rouse Company,
however, these companies have  been publicly  traded  for only a short period,
and there  is  not  an established track record.  General Growth was the star
performer in  1995  with a 15 percent increase in its stock price following the
acquisition of the Homart retail portfolio  from  Sears  for $1.85  billion  -
the  biggest real estate  acquisition  of  the decade.

Table B Regional Mall REIT analysis
Cushman & Wakefield, Inc.

REIT Portfolio       CBL    CWN    EJD    GGP    MAC   ROUS    SPG    TCO    URB
- - --------------------------------------------------------------------------------
Company Overview
- - --------------------------------------------------------------------------------
Total Retail Cen.     95     23     51     40     16     67     56     19     12
  -Super Reg.*         5      1     28     14      4     27     21     16      7
  -Regional           11     22     23     25     10     27     35      3      2
  -Community          79      -     11      1      2     13     55      -      3
  -Other               -      -      -      -      -      -      3      -      -
Tot. Mall GLA**   17,129 12,686 44,460 28,881 10,620 44,922 39,329 22,031  8,895
Tot.Mall Shop GLA**6,500  4,895 15,300 12,111      - 19,829 15,731  9,088  2,356
Avg. Total GLA/Cen.**180    552    872    722    664    670    702  1,160    741
Avg. Shop GLA/Cen.**  68    213    300    303      -    296    281    478    196
- - --------------------------------------------------------------------------------
Mall Operations
- - --------------------------------------------------------------------------------
Reporting year      1994   1994   1994   1994   1994   1994   1994   1994   1994
Avg. Sales PSF
  of Mall GLA       $226   $204   $260   $245   $262   $285   $259   $335   $348
Minimum Rent/Sales
  ratio             8.6%   7.1%   8.3%      -      -      -   6.8%  10.2%   8.1%
Total Occupancy
  Cost/Sales ratio 12.2%  10.0%  12.4%      -  11.2%      -  10.2%  14.8%  11.7%
Mall Shop
  Occupancy Level  88.7%  84.0%  85.0%  87.0%  92.9%      -  86.2%  86.6%  93.3%
- - --------------------------------------------------------------------------------
Share Price
- - --------------------------------------------------------------------------------
IPO Date    10/27/93 8/9/93 6/30/94 4/8/93 3/9/94 1996 12/26/93 11/18/92 10/6/93
IPO Price     $19.50 $17.25 $14.75 $22.00 $19.00      - $22.25 $11.00 $23.50
Current Price
  (12/15/95)  $21.63 $ 7.38 $13.00 $19.13 $19.75 $19.63 $25.13 $ 9.75 $21.75
52-Week High  $22.00 $14.13 $15.13 $22.63 $21.88 $22.63 $26.00 $10.38 $22.50
52-Week Low   $17.38 $ 6.50 $12.00 $18.13 $19.25 $17.50 $22.50 $ 8.88 $18.75
- - --------------------------------------------------------------------------------
Capitalization and Yields
- - --------------------------------------------------------------------------------
Outstanding
  Shares***    30.20  36.85  89.60  43.37  31.45  47.87  95.64 125.85  21.19
Market Cap.***  $653   $272 $1,165   $830   $621   $940 $2,403 $1,227   $461
Annual Dividend$1.59  $0.80  $1.26  $1.72  $1.68  $0.80  $1.97  $0.88  $1.94
Dividend Yield
  (12/15/95)   7.35% 10.84%  9.69%  8.99%  8.51%  4.08%  7.84%  9.03%  8.92%
FFO 1995****   $1.85  $1.50  $1.53  $1.96  $1.92  $1.92  $2.28  $0.91  $2.17
FFO Yield
  (12/15/95)   8.55% 20.33% 11.77% 10.25%  9.72%  9.78%  9.07%  9.33%  9.98%
- - --------------------------------------------------------------------------------
Source: Salomon Brothers and Realty Stock Review; Annual Reports
*    Super Regional Centers (>=800,000 Sq. Ft)
**   Numbers in thousands (000) includes mall only
***  Numbers in millions
**** Funds From Operations is defined as net income (loss) before depreciation,
amoritizatoin, other non-cash items, extrodinary items, gains or losses of
assets and before minority interests in the Operating Partnership.

CBL -  CBL & Associates
CWN -  Crown American
EJD -  Edward Debartolo
GGP -  General Growth
MAC -  Macerich Company
ROUS - Rouse Company
SPG -  Simon Property
TCO -  Taubman Centers
URB -  Urban Shopping

Shopping Center REITs
    Shopping  center  REITs comprise the largest  sector  of  the retail  REIT
market  accounting for  29  out  of  the  total  47 securities.   General
characteristics of eight  of  the  largest shopping  center  REITs are
summarized on Table  C.   The  public equity market capitalization of the eight
companies totaled  $6.1 billion as of December 15, 1995.   The two largest,
Kimco  Realty Corp.  and  New  Plan  Realty Trust have a market  capitalization
equal to approximately 34.5 percent of the group total.
    
    While  the  regional  mall  and outlet  center  REIT  markets struggled
through 1995, shopping center REITs showed a  positive November  30,  1995
year-to-date return of 2.87%.  Through  1995, transaction activity in the
national shopping center  market  has been moderate.  Most of the action in
this market is in the power center  segment.   As  an  investment, power
centers  appeal  to investors and REITs because of the high current cash
returns  and long-term  leases.  However, with their popularity, the potential
for  overbuilding is high.  Also creating skepticism within  this market is the
stability of several large discount retailers  such as  Kmart,  and other
discount department stores which  typically anchor power centers.   Shopping
center REITs which hold numerous properties  where struggling retailers are
located are  currently keeping  close  watch over these centers in the  event
of  these anchor tenants vacating their space.
    
        Similar to the regional mall REITs, shopping center REITs have been
publicly traded for only a short period and do not have a  defined track
record.  While the REITs have been in existence for  a  relatively short
period, the growth requirements  of  the companies should place upward pressure
on values due to continued demand for new product.

Table C Shopping Center REIT analysis
Cushman & Wakefield, Inc.

REIT Portfolio          DDR     FRT     GRT    JPR     KIM    NPR    VNO     WRI
- - --------------------------------------------------------------------------------
Company Overview
- - --------------------------------------------------------------------------------
Tot. Properties         111      53      84     46     193    123     65     161
Tot. Retail Centers     104      53      84     40     193    102     56     141
Tot. Retail GLA*     23,600  11,200  12,300  6,895  26,001 14,500  9,501  13,293
Avg. Shop GLA/Cen.*     227     211     146    172     135    142    170      94
- - --------------------------------------------------------------------------------
Mall Operations
- - --------------------------------------------------------------------------------
Reporting year            -       -    1994      -    1994      -      -    1994
Total Rental Income       -       - $71,101      -$125,272      -      -$112,223
Average Rent/SF       $6.04       -   $5.78      -   $4.82      -      -   $8.44
Total Oper. Expenses      -       - $45,746      - $80,563      -      - $76.771
Oper. Expenses/SF         -       -   $3.72      -   $3.10      -      -   $5.78
Oper. Expenses Ratio      -       -   64.3%      -   64.3%      -      -   68.4%
Total Occupancy Level 96.6%   95.1%   96.3%  94.0%   94.7%  95.4%  94.0%   92.0%
- - --------------------------------------------------------------------------------
Share Price
- - --------------------------------------------------------------------------------
IPO Date               1992    1993    1994   1994    1991   1973   1993    1985
IPO Price            $19.50  $17.25  $14.75 $22.00  $19.00      - $22.25       -
Current Price
  (12/15/95)         $29.88  $23.38  $17.75 $20.63  $42.25 $21.63 $36.13  $36.13
52-Week High         $32.00  $23.75  $22.38 $21.38  $42.25 $23.00 $38.13  $38.13
52-Week Low          $26.13  $19.75  $16.63 $17.38  $35.00 $18.75 $32.75  $32.75
- - --------------------------------------------------------------------------------
Capitalization and Yields
- - --------------------------------------------------------------------------------
Outstanding Shares**  19.86   32.22   24.48  19.72   22.43  53.26  24.20   26.53
Market Cap.***        $ 567   $ 753   $ 435  $ 407   $ 948 $1,152  $ 872   $ 959
Annual Dividend       $2.40   $1.64   $1.92  $1.68   $2.16  $1.39  $2.24   $2.40
Dividend Yield
  (12/15/95)          8.03%   7.01%  10.82%  8.14%   5.11%  6.43%  6.20%   6.64%
FFO 1995****          $2.65   $1.78   $2.25  $1.83   $3.15  $1.44  $2.67   $2.80
FFO Yield
  (12/15/95)          8.87%   7.61%  12.68%  8.87%   7.46%  6.66%  7.39%   7.75%
- - --------------------------------------------------------------------------------
Source: Salomon Brothers and Realty Stock Review; Annual Reports

*   Numbers in thousands (000) includes mall only
**  Numbers in millions
*** Funds From Operations is defined as net income (loss) before depreciation,
amoritizatoin, other non-cash items, extrodinary items, gains or losses of
assets and before minority interests in the Operating Partnership.

DDR - Development Diversified
FRT - Federal Realty Inv.
GRT - Glimcher Realty
JPR - JP Realty Inc.
KIM - Kimco Realty Corp.
NPR - New Plan Realty
VNO - Vornado Realty
WRI - Weingarten Realty

Outlook
    A review of various data sources reveals the intensity of the development
community's efforts to serve a  U.S.  retail  market that is still growing,
shifting and evolving.  It is estimated 25- 30  power  centers  appear  to be
capable  of  opening  annually, generating  more  than 12 million square feet
of  new  space  per year.   That  activity is fueled by the locational needs of
key power  center  tenants, 27 of which indicated in recent  year-end reports
to shareholders an appetite for 900 new stores annually, an average of 30 new
stores per firm.
    
    With a per capita GLA figure of 19 square feet, most analysts are  in
agreement that the country is already  over-stored.   As such,  new  centers
will become feasible through  the  following demand generators:

   -    The gradual obsolescence of some existing retail locations
        and retail facilities;

   -    The evolution of the locational needs and format preferences
        of various anchor tenants; and

   -    Rising retail sales generated by increasing population and
        household levels.

    By  the  year 2000, total retail sales are projected to  rise from  $2.237
trillion in 1994 to almost $2.9 trillion;  shopping center-inclined sales are
projected to rise by $361 billion, from $1.194 trillion in 1994 to nearly $1.6
trillion in the year 2000. Those  increases  reflect annual compound  growth
rates  of  4.1 percent and 4.5 percent, respectively, for the six-year period.
    
    On  balance,  we  conclude that the outlook  for  the  retail industry  is
one of cautious optimism.  Because of the importance of  consumer spending to
the economy, the retail industry is  one of  the  most studied and analyzed
segments of the economy.   One obvious  benefactor of the aggressive expansion
and  promotional pricing  which  has characterized the industry is  the
consumer. There  will  continue to be an increasing focus on  choosing  the
right  format and merchandising mix to differentiate the  product from  the
competition and meet the needs of the consumer.   Quite obviously, many of the
nations' existing retail developments will find  it  difficult if not
impossible to compete.  Tantamount  to the success of these older centers must
be a proper merchandising or   repositioning   strategy  that  adequately
considers   the feasibility   of  the  capital  intensive  needs   of   such an
undertaking.   Coincident  with all  of  the  change  which  will continue  to
influence the industry is a  general  softening  of investor  bullishness. This
will lead to a realization that  the collective interaction of the fundamentals
of risk and reward now require   higher  capitalization  rates  and  long term
yield expectations in order to attract investment capital.



                GRAPHIC SHOWING OPERATING EXPENSE BUDGET (1996)
                                
                   GRAPHIC SHOWING TENANT SALES REPORT (1995)
                                
                 GRAPHIC SHOWING PRO-JECT LEASE ABSTRACT REPORT
                                
              GRAPHIC SHOWING PRO-JECT PROLOGUE ASSUMPTIONS REPORT
                                
                GRAPHIC SHOWING PRO-JECT TENANT REGISTER REPORT
                                
                GRAPHIC SHOWING PRO-JECT LEASE EXPIRATION REPORT
                                
     GRAPHIC SHOWING ENDS FULL DATA REPORT FOR PRIMARY AND TOTAL TRADE AREA
                                
                GRAPHIC SHOWING REGIONAL MALL SALES (1991-1993)
                                
              GRAPHIC SHOWING CUSHMAN & WAKEFIELD INVESTOR SURVEY


                      QUALIFICATIONS OF RICHARD W. LATELLA

Professional Affiliations
Member, American Institute of Real Estate Appraisers
  (MAI Designation #8346)

New York State Certified General Real Estate Appraiser #46000003892
Pennsylvania State Certified General Real Estate Appraiser #GA-001053-R
State of Maryland Certified General Real Estate Appraiser #01462
Minnesota Certified General Real Estate Appraiser #20026517
Commonwealth of Virginia Certified General Real Estate Appraiser #4001-003348
State of Michigan Certified General Real Estate Appraiser #1201005216

New Jersey Real Estate Salesperson (License #NS-130101-A)

Certified Tax Assessor - State of New Jersey

Affiliate Member - International Council of Shopping Centers, ICSC

Real Estate Experience
Senior Director, Retail Valuation Group, Cushman & Wakefield
Valuation Advisory Services.  Cushman & Wakefield is a national
full service real estate organization and a Rockefeller Group
Company.  While Mr. Latella's experience has been in appraising a
full array of property types, his principal focus is in the
appraisal and counseling for major retail properties and
specialty centers on a national basis.  As Senior Director of
Cushman & Wakefield's Retail Group his responsibilities include
the coordination of the firm's national group of appraisers who
specialize in the appraisal of regional malls, department stores
and other major retail property types.  He has personally
appraised and consulted on in excess of 200 regional malls and
specialty retail properties across the country.

Senior Appraiser, Valuation Counselors, Princeton, New Jersey,
specializing in the appraisal of commercial and industrial real
estate, condemnation analyses and feasibility studies for both
corporate and institutional clients from July 1980 to April 1983.

Supervisor, State of New Jersey, Division of Taxation, Local
Property and Public Utility Branch in Trenton, New Jersey, as
sisting and advising local municipal and property tax assessors
throughout the state from June 1977 to July 1980.

Associate, Warren W. Orpen & Associates, Trenton, New Jersey,
assisting in the preparation of appraisals of residential prop
erty and condemnation analyses from July 1975 to April 1977.
Formal Education

Trenton State College, Trenton, New Jersey
  Bachelor of Science, Business Administration - 1977

As of the date of this report, Richard W. Latella, MAI, has
completed the requirements under the continuing education program
of the Appraisal Institute.

                        QUALIFICATIONS OF BRIAN J. BOOTH

General Experience
    Brian  J. Booth joined Cushman & Wakefield Valuation Advisory
Services in 1995.  Cushman & Wakefield is a national full service
real estate organization.
    
    Mr.  Booth  previously worked for two  years  at  C.  Spencer
Powell  &  Associates  in  Portland,  Oregon,  where  he  was  an
associate appraiser.  He worked on the analysis and valuation  of
numerous  properties  including,  office  buildings,  apartments,
industrials,  retail  centers, vacant land, and  special  purpose
properties.

Academic Education
Bachelor of Science (BS)           Willamette University (1993)
Major: Business-Economics          Salem, Oregon

Study Overseas (Spring 1992)       London University
                                   London, England
Appraisal Education
110   Appraisal Principles                      Appraisal Institute  1993
120   Appraisal Procedures                      Appraisal Institute  1994
310   Income Capitalization                     Appraisal Institute  1994
320   General Applications                      Appraisal Institute  1994
410   Standards of Professional Practice A      Appraisal Institute  1993
420   Standards of Professional Practice B      Appraisal Institute  1993

Professional Affiliation
Candidate MAI, Appraisal Institute

                         QUALIFICATIONS OF JAY F. BOOTH

General Experience
    Jay  F.  Booth joined Cushman & Wakefield Valuation  Advisory
Services in August 1993.  As an associate appraiser, Mr. Booth is
currently  working  with Cushman & Wakefield's  Retail  Valuation
Group,  specializing in regional shopping malls and all types  of
retail  product.   Cushman & Wakefield, Inc. is a  national  full
service real estate organization.
    
    Mr.  Booth  previously  worked at Appraisal  Group,  Inc.  in
Portland, Oregon where he was an associate appraiser.  At AGI, he
assisted  in the valuation of numerous property types,  including
office buildings, apartments, industrials, retail centers, vacant
land, and special purpose properties.
Academic Education

Master of Science in Real Estate (MSRE) --        New York University (1995)
Major: Real Estate Valuation & Analysis           New York, New York

Bachelor of Science (BS) --        Willamette University (1991)
Majors: Business-Economics, Art    Salem, Oregon

Study Overseas (Fall 1988) --      Xiamen University, Xiamen, China;
                                   Kookmin University, Seoul, South Korea;
                                   Tokyo International, Tokyo, Japan
Appraisal Education

    As  of the date of this report, Jay F. Booth has successfully
completed  all  of the continuing education requirements  of  the
Appraisal Institute.

Professional Affiliation
Certified General Appraiser, State of New York No. 46000026796
Candidate MAI, Appraisal Institute No. M930181
YAC, Young Advisory Council, Appraisal Institute


                              PARTIAL CLIENT LIST

                          VALUATION ADVISORY SERVICES
                                
                           CUSHMAN & WAKEFIELD, INC.
                                
                                    NEW YORK
                                
               PROFESSIONALS ARE JUDGED BY THE CLIENTS THEY SERVE


VALUATION ADVISORY SERVICES enjoys a long record of service in a
confidential capacity to nationally prominent institutional and
corporate clients, investors, government agencies and many of the
nations largest law firms.  Following is a partial list of
clients served by members of VALUATION ADVISORY SERVICES - NEW
YORK OFFICE.

Aetna
Air Products and Chemicals, Inc.
Aldrich, Eastman & Waltch, Inc.
Allegheny-Ludlam Industries
AMB Institutional Realty Advisors
America First Company
American Bakeries Company
American Brands, Inc.
American District Telegraph Company
American Express
American Home Products Corporation
American Savings Bank
Apple Bank
Apple South
Archdiocese of New York
Associated Transport
Atlantic Bank of New York
AT&T
Avatar Holdings Inc.
Avon Products, Inc.

Bachner, Tally, Polevoy, Misher & Brinberg
Baer, Marks, & Upham
Balcor Inc.
BancAmerica
Banca Commerciale Italiana
Banco de Brasil, N.A.
Banco Santander Puerto Rico
Banque Paribas
Baker & Mackenzie
Bank of America
Bank of Baltimore
Bank of China
Bank of Montreal
Bank of New York
Bank of Nova Scotia
Bank of Seoul
Bank of Tokyo Trust Company
Bank Leumi Le-Israel
Bankers Life and Casualty Company
Bankers Trust Company
Banque Indosuez
Barclays Bank International, Ltd.
Baruch College
Battery Park City Authority
Battle, Fowler, Esqs.
Bayerische Landesbank
Bear Stearns
Berkshire
Bertlesman Property, Inc.
Betawest Properties
Bethlehem Steel Corporation
Bloomingdale Properties
Borden, Inc.
Bowery Savings Bank
Bowest Corporation
Brandt Organization
Brooklyn Hospital
BRT Realty Trust
Burke and Burke, Esqs.
Burmah-Castrol

Cadillac Fairview
Cadwalader, Wickersham & Taft
Caisse National DeCredit
Campeau Corporation
Campustar
Canadian Imperial Bank of Commerce
Canyon Ranch
Capital Bank
Capital Cities-ABC, Inc.
Care Incorporated
Carter, Ledyard & Milburn
Chase Manhattan Bank, N.A.
Chemical Bank Corporation
Chrysler Corporation
C. Itoh & Company
Citibank, NA
Citicorp Real Estate
City University of New York
Clayton, Williams & Sherwood
Coca Cola, Inc.
Cohen Brothers
College of Pharmaceutical Sciences
Collegiate Church Corporation
Columbia University
Commonwealth of Pennsylvania
Consolidated Asset Recovery Company
Consolidated Edison Company of New York, Inc.
Continental Realty Credit, Inc.
Copley Real Estate Advisors
Corning Glass Works
Coudert Brothers
Covenant House
Cozen and O'Connor
Credit Agricole
Credit Lyonnais
Credit Suisse
Crivello Properties
CrossLand Savings Bank
CSX

Dai-Ichi Kangyo Bank
Dai-Ichi Sempei Life Insurance
Daily News, Inc.
Daiwa Securities
Dart Group Corporation
David Beardon & Company
Davidoff & Malito, Esqs
Dean Witter Realty
Debevoise & Plimpton
DeMatteis Organization
Den Norske Bank
Deutsche Bank
DiLorenzo Organization
Dime Savings Bank
Dodge Trucks, Inc.
Dollar/Dry Dock Savings Bank
Donovan, Leisure, Newton & Irvine
Dreyer & Traub
Dun and Bradstreet, Inc.

Eastdil Realty Advisors
East New York Savings Bank
East River Savings Bank
East Rutherford Industrial Park
Eastman Kodak Company
Eaton Corporation
Eichner Properties, Inc.
Ellenburg Capital Corporation
Emigrant Savings Bank
Empire Mutual Insurance Company
Endowment Realty Investors
Enzo Biochem, Inc.
Equitable Life Assurance Society of America
Equitable Real Estate
European American Bank

F.S. Partners
Famolare, Inc.
Farwest Savings & Loan Association
Federal Asset Disposition Authority
Federal Deposit Insurance Company
Federal Express Corporation
Federated Department Stores, Inc.
Feldman Organization
Fidelity Bond & Mortgage Company
Findlandia Center
First Bank
First Boston
First Chicago
First National Bank of Chicago
First Nationwide Bank
First New York Bank for Business
First Tier Bank
First Winthrop
Fisher Brothers
Fleet Bank
Flying J, Inc.
Foley and Lardner, Esqs.
Ford Bacon and Davis, Inc.
Ford Foundation
Ford Motor Company
Forest City Enterprises
Forest City Ratner
Forum Group, Inc.
Franchise Finance Corporation of America
Fried, Frank, Harris, Shriver & Jacobson
Friendly's Ice Cream Corporation
Fruehauf Trailer Corporation
Fuji Bank
Fulbright & Jaworski

G.E. Capital Corporation
General Electric Credit Corporation
General Motors Corporation
Gerald D. Hines Organization
Gibson Dunn and Crutcher
Gilman Paper
Gladstone Equities
Glimcher Company
Glynwed, Ltd.
Goldman, Sachs & Co.
Greater New York Savings Bank
Greycoat Real Estate Corp.
Greyhound Lines Inc.
Grid Properties
GTE Realty
Gulf Coast Restaurants
Gulf Oil

HDC
HRO International
Hammerson Properties
Hanover Joint Ventures, Inc.
Hartz Mountain Industries
Hawaiian Trust Company, Ltd.
Hertz Corporation
Home Federal
Home Savings of America
HongKong & Shanghai Banking Corporation
Horn & Hardart
Huntington National Bank
Hypo Bank

IDC Corporation
Ideal Corporation
ING Corporation
Integon Insurance
International Business Machines Corporation
International Business Machines Pension Fund
International Telephone and Telegraph Corporation
Investors Diversified Services, Inc.
Iona College
Irish Intercontinental Bank
Irish Life Assurance
Israel Taub
Isetan of America, Inc.

J & W Seligman & Company, Inc.
JMB Realty
J. B. Brown and Sons
J. C. Penney Company, Inc.
J. P. Morgan
Jamaica Hospital
James Wolfenson & Company
Jerome Greene, Esq.
Jewish Board of Family & Children's Services
Jones Lang Wootton

K-Mart Corporation
Kelly, Drye and Warren, Esqs.
Kennedy Associates
Key Bank of New York
Kerr-McGee Corporation
Kidder Peabody Realty Corp.
Kitano Arms Corporation
Knickerbocker Realty
Koeppel & Koeppel
Kronish, Lieb, Weiner & Hellman
Krupp Realty
Kutak, Rock and Campbell, Esqs.

Ladenburg, Thalman & Co.
Lans, Feinberg and Cohen, Esqs.
Lands Division, Department of Justice
Lazard Freres
LeBoeuf, Lamb, Greene & MacRae
Lefrak Organization
Lehman Brothers
Lennar Partners
Lepercq Capital Corporation
Lexington Corporate Properties
Lexington Hotel Corporation
Lincoln Savings Bank
Lion Advisors
Lomas & Nettleton Investors
London & Leeds
Long Term Credit Bank of Japan, Ltd.
Lutheran Church of America
Lynton, PLC

Macluan Capital Corporation
Macy's
MacAndrews and Forbes
Mahony Troast Construction Company
Manhattan Capital Partners
Manhattan College
Manhattan Life Insurance
Manhattan Real Estate Company
Manufacturers Hanover Trust Company
Marine Midland Bank
Mason Tenders
Massachusetts Mutual Life Insurance Company
May Centers, Inc.
Mayer, Brown, Platt
McDonald's Corporation
McGinn, Smith and Company
McGrath Services Corporation
MCI Telecommunications
Mellon Bank
Memorial Sloan-Kettering Cancer Center
Mendik Company
Mercedes-Benz of North America
Meridian Bank
Meritor Savings Bank
Merrill Lynch Hubbard
Merchants Bank
Metropolis Group
Metropolitan Life Insurance Company
Metropolitan Petroleum Corporation
Meyers Brothers Parking System Inc.
Michigan National Corp.
Milbank, Tweed
Millennium Partners
Miller, Montgomery, Sogi and Brady, Esqs.
Mitsui Fudosan - New York Inc.
Mitsui Leasing, USA
Mitsubishi Bank
Mitsubishi Trust & Banking Corporation
Mobil Oil Corporation
Moody's Investors Service
Moran Towing Corporation
Morgan Guaranty
Morgan Hotel Group
Morse Shoe, Inc.
Moses & Singer
Mountain Manor Inn
Mudge Rose Guthrie Alexander & Ferdon, Esqs.
Mutual Benefit Life
Mutual Insurance Company of New York

National Audubon Society, Inc.
National Bank of Kuwait
National Can Company
National CSS
National Westminster Bank, Ltd.
Nelson Freightways
Nestle's Inc.
New York Bus Company
New York City Division of Real Property
New York City Economic Development Corporation
New York City Housing Development Authority
New York City School Construction Authority
New York Life Insurance Company
New York State Common Fund
New York State Employee Retirement System
New York State Parks Department
New York State Teachers
New York State Urban Development Corporation
New York Telephone Company
New York Urban Servicing Company
New York Waterfront
Niagara Asset Corporation
Nippon Credit Bank, Inc.
Nomura Securities
Norcross, Inc.
North Carolina Department of Insurance
NYNEX Properties Company

Olympia and York, Inc.
Orient Overseas Associates
Orix USA Corporation
Otis Elevator Company
Owens-Illinois Corporation

PaineWebber, Inc.
Pan American World Airways, Inc.
Paul, Weiss, Rifkind
Park Tower Associates
Parke-Davis and Company
Paul Weiss Rifkind, Esqs.
Penn Central Corporation
Penn Mutual Life Insurance Company
Pennsylvania Retirement Fund
Penthouse International
Pepsi-Cola Company
Peter Sharp & Company
Petro Stopping Center
Pfizer International, Inc.
Philip Morris Companies, Inc.
Philips International
Phoenix Home Life
Pittston Company
Polyclinic Medical School and Hospital
Port Authority of New York and New Jersey
Postel Investment Management
Prentiss Properties Realty Advisors
Procida Organization
Proskauer Rose Goetz and Mandelsohn, Esqs.
Provident Bank
Prudential Securities
Pyramid Company

Rabobank Nederland
Ratner Group
RCA Corporation
Real Estate Recovery
Realty Income Corporation
Remson Partners
Republic Venezuela Comptrollers Office
Revlon, Inc.
Rice University
Richard Ellis
Richards & O'Neil
Ritz Towers Hotel Corporation
River Bank America
Robert Bosch Corporation
Robinson Silverman Pearce Aron
Rockefeller Center, Inc.
Rockefeller Center Properties
Roman Catholic Diocese of Brooklyn
Roosevelt Hospital
Rosenman & Colin
Royal Bank of Scotland
RREEF
Rudin Management Co., Inc.

Saint Vincent's Medical Center of New York
Saks Fifth Avenue
Salomon Brothers Inc.
Salvation Army
Sanwa Bank
SaraKreek USA
Saxon Paper Corporation
Schroder Real Estate Associates
Schulman Realty Group
Schulte, Roth & Zabel
BDO Seidman
Seaman Furniture Company, Inc.
Security Pacific Bank
Semperit of America
Sentinel Realty Advisors
Service America Corp.
Shea & Gould, Esqs.
Shearman and Sterling, Esqs.
Shearson Lehman American Express
Shidler Group
Sidley & Austin
Silver Screen Management, Inc.
Silverstein Properties, Inc.
Simpson, Thacher and Bartlett, Esqs.
Skadden, Arps, Slate, Meagher & Flom
Smith Barney
Smith Corona Corporation
Sol Goldman
Solomon Equities
Sonnenblick-Goldman
Southtrust Bank of Alabama
Spitzer & Feldman, PC
Stahl Real Estate
Standard & Poors
State Teachers Retirement System of New York
State Teachers Retirement System of Ohio
Stauffer Chemical Corporation
Stephens College
Sterling Drug, Inc.
Stroheim and Roman, Inc.
Stroock and Stroock and Lavan, Esqs.
Sullivan and Cromwell, Esqs.
Sumitomo Life Realty
Sumitomo Mutual Life Insurance Company
Sumitomo Trust Bank
Sun Oil Company
Sutherland, Asbill & Brennan
Swiss Bank Corporation

Tenzer Greenblat, Esqs.
Textron Financial
Thatcher, Proffitt, Wood
The Shopco Group
Thomson Information/Publishing
Thurcon Properties, Ltd.
Tobishima Associates
Tokyo Trust & Banking Corporation
Transworld Equities
Travelers Realty, Inc.
Triangle Industries
TriNet Corporation

UBS Securities Inc.
UMB Bank & Trust Company
Unibank
Union Bank of Switzerland
Union Carbide Corporation
Union Chelsea National Bank
United Bank of Kuwait
United Fire Fighters of New York
United Parcel Service
United Refrigerated
United States District Court, Southern District of New York
United States Life Insurance
United States Postal Service
United States Trust Company
Upward Fund, Inc.
US Cable Corp.

Vanity Fair Corporation
Verex Assurance, Inc.
Victor Palmieri and Company, Inc.
Village Bank
Vornado Realty Trust

W.P. Carey & Company, Inc.
Wachtell, Lipton, Rosen & Katz, Esqs.
Waterfront New York Realty Corporation
Weil, Gotshal & Manges
Weiss, Peck & Greer
Wells Fargo & Co.
Westpac Banking Corporation
Western Electric Company
Western Union International
Westinghouse Electric Corporation
White & Case
Wilkie Farr and Gallagher, Esqs.
William Kaufman Organization
Windels, Marx, Davies & Ives
Winthrop Financial Associates
Winthrop Simston Putnam & Roberts
Witco Corporation
Wurlitzer Company

Yarmouth Group



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