SHOPCO REGIONAL MALLS LP
10-Q, 1996-05-15
REAL ESTATE
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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: 33-20614


                          SHOPCO REGIONAL MALLS, L.P.
              Exact Name of Registrant as Specified in its Charter
                                
                                
          Delaware                                   13-3217028
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
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 December 31,
                                                 1996                  1995
Assets
Real estate, at cost:
  Land                                  $  11,329,547         $  11,329,547
  Building                                 69,261,581            69,255,697
  Improvements                              2,717,613             2,706,206
                                           83,308,741            83,291,450
Less accumulated depreciation
  and amortization                        (10,661,004)          (10,129,658)
                                           72,647,737            73,161,792
Cash and cash equivalents                   6,708,756             6,315,688
Construction escrows                          423,068               416,568
Accounts receivable, net of
  allowance of $900,329 in 1996 and
  $797,783 in 1995                            616,456               708,687
Deferred rent receivable                      240,692               193,387
Deferred charges, net of
  accumulated amortization of $146,228
  in 1996 and $122,757 in 1995                386,142               404,321
Prepaid expenses                              264,275               454,533
        Total Assets                    $  81,287,126         $  81,654,976

Liabilities, Minority Interest and Partners' Capital
Liabilities:
  Accounts payable and accrued
   expenses                             $     404,461         $     198,949
  Mortgages payable                        55,106,635            55,323,013
  Accrued interest payable                         --               172,111
  Due to affiliates                            23,354                17,007
  Security deposits payable                    13,771                13,771
  Deferred income                             308,319               454,667
  Distributions payable                        10,644               265,603
        Total Liabilities                  55,867,184            56,445,121
Minority interest                            (404,439)             (397,677)
Partners' Capital (Deficit):
  General Partner                            (227,050)             (218,681)
  Limited Partners (70,250 limited
    partnership units authorized
    issued and outstanding)                26,051,431            25,826,213
        Total Partners' Capital            25,824,381            25,607,532
        Total Liabilities, Minority
          Interest and Partners'
          Capital                       $  81,287,126         $  81,654,976



Consolidated Statement of Partners' Capital (Deficit)
For the three months ended March 31, 1996

                                      Limited       General
                                     Partners       Partner            Total
Balance at December 31, 1995    $  25,826,213  $   (218,681)   $  25,607,532
Net income                            225,218         2,275          227,493
Distributions                              --       (10,644)         (10,644)
Balance at March 31, 1996       $  26,051,431  $   (227,050)   $  25,824,381


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

Income
Rental income                            $   2,046,702        $   2,058,439
Escalation income                            1,340,393            1,432,183
Interest income                                 96,108               87,260
Miscellaneous income                            31,723               48,258
        Total Income                         3,514,926            3,626,140

Expenses
Interest expense                             1,076,375            1,089,743
Property operating expenses                  1,211,237            1,197,612
Depreciation and amortization                  554,817              636,930
Real estate taxes                              372,790              372,586
General and administrative                      67,433               52,800
        Total Expenses                       3,282,652            3,349,671
Income before minority interest                232,274              276,469
Minority interest                               (4,781)              (3,297)
        Net Income                       $     227,493        $     273,172
Net Income Allocated:
To the General Partner                   $       2,275        $       2,732
To the Limited Partners                        225,218              270,440
                                         $     227,493        $     273,172
Per limited partnership unit
(70,250 outstanding)                     $        3.21        $        3.85



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

Cash Flows From Operating Activities:
Net income                                    $     227,493    $     273,172
Adjustments to reconcile net
income to net cash provided by
operating activities:
  Minority interest                                   4,781            3,297
  Depreciation and amortization                     554,817          636,930
  Increase (decrease) in cash arising
  from changes in operating assets and
  liabilities:
    Accounts receivable                              92,231           67,167
    Deferred rent receivable                        (47,305)         (20,962)
    Deferred charges                                 (5,292)              --
    Prepaid expenses                                190,258          150,748
    Accounts payable and accrued expenses           205,512          178,538
    Accrued interest payable                       (172,111)              --
    Due to affiliates                                 6,347          (13,772)
    Deferred income                                (146,348)        (160,115)
Net cash provided by operating activities           910,383        1,115,003

Cash Flows From Investing Activities:
Additions to real estate                            (17,291)         (78,429)
Construction escrows                                 (6,500)              --
Net cash used for investing activities              (23,791)         (78,429)

Cash Flows From Financing Activities:
Payment of mortgage principal                      (216,378)        (149,629)
Distributions paid - minority interest              (11,543)          (2,040)
Distributions paid - limited partners              (265,603)              --
Net cash used for financing activities             (493,524)        (151,669)

Net increase in cash and cash equivalents           393,068          884,905
Cash and cash equivalents,
  beginning of period                             6,315,688        5,514,426
Cash and cash equivalents,
  end of period                               $   6,708,756    $   6,399,331

Supplemental Disclosure of Cash
  Flow Information:
Cash paid during the period for interest      $   1,248,486    $   1,089,743


Notes to the Consolidated Financial Statements

The unaudited interim consolidated financial statements should be read in
conjunction with the Partnership's annual 1995 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, which
requires 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 cash and cash equivalents totaling
$6,708,756, compared with $6,315,688 at December 31, 1995.  The increase is
primarily due to net cash provided by operating activities exceeding net cash
used for investing activities and principal payments made on the Assembly
mortgage note.

Accounts receivable decreased from $708,687 at December 31, 1995 to $616,456 at
March 31, 1996 primarily due to the collection of prior-year receivables from
tenants at both Assembly Square and Cranberry Mall and increases in the
allowance for doubtful accounts with respect to several tenants at Assembly
Square.

Prepaid expenses decreased from $454,533 at December 31, 1995 to $264,275 at
March 31, 1996.  The decrease is primarily due to recognition of 1996 first
quarter real estate taxes for Cranberry Mall prepaid at December 31, 1995.

Accounts payable and accrued expenses increased from $198,949 at December 31,
1995 to $404,461 at March 31, 1996 primarily due to the accrual for 1996 first
quarter real estate taxes for Assembly Square.

Accrued interest payable decreased from $172,111 at December 31, 1995 to $0 at
March 31, 1996 due to the payment of the December 1995 Assembly Square mortgage
payment in January 1996.

Deferred income decreased from $454,667 at December 31, 1995 to $308,319 at
March 31, 1996 primarily due to the recognition of previously billed amounts to
tenants for real estate taxes.

Distributions payable decreased from $265,603 at December 31, 1995, which
represents an accrual for the Partnership's 1995 fourth quarter cash
distribution which was paid on February 9, 1996 in the amount of $3.78 per
Limited Partnership Unit, to $10,644 at March 31, 1996, which represents an
accrual for the 1995 distribution payable to the General Partner.  As of May 1,
1996, cash flow from Assembly Square was not sufficient to meet all of the
property's obligations and only a partial payment of real estate taxes due was
made, thereby constituting a default under the mortgage encumbering the
property.  Based on current estimates of future cash flow from Assembly Square,
it is considered likely that other obligations under the mortgage loan
agreement, including payments of interest and principal, will not be met in
full.  In addition to pursuing a variety of possible leasing alternatives to
increase cash flow at Assembly Square, the General Partner has requested a
meeting with the mortgage lender to discuss a modification of debt service
payments.  There can be no assurances that such discussions will result in an
agreement which would improve the property's cash flow position.  Therefore,
the General Partner has suspended cash distributions to the limited partners
beginning with the first quarter of 1996 in order to facilitate payment of the
Partnership's debt and other property obligations.

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

           Tenant             Square Footage Leased       Open/Closed
           All For A Dollar                   3,464              Open
           Marianne                           6,630              Open
           Marianne Plus                      6,375              Open
           G & G                              1,474              Open
           Bakers                             2,214              Open
           Jeans West                         1,620              Open
           Wild Pair                          1,620              Open
           Coda                               2,139              Open

These tenants occupy 25,536 square feet, or approximately 16% of Assembly
Square's leasable area (exclusive of anchor tenants), and at this point their
plans to remain at Assembly Square remain uncertain.  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 Assembly Square and revenues received
by the Partnership.  Certain of these tenants have requested rent relief.


On September 18, 1995, Caldor, an anchor tenant at Cranberry Mall, filed for
protection under the U.S. Federal Bankruptcy Code.  Caldor has been current
with its rental payments to the Partnership since the bankruptcy filing.
Pursuant to the provisions of the Federal Bankruptcy Code, Caldor may, with
court approval, choose to reject or accept the terms of its lease. Should
Caldor exercise its right to reject the lease, this would have an adverse
impact on cash flow generated by Cranberry Mall and revenues received by the
Partnership.  Until Caldor files a plan of reorganization, it is uncertain what
effect this situation will have on the Caldor department store located at
Cranberry Mall or on Cranberry Mall itself, although Caldor could affirm or
reject its lease prior to filing a plan.  Caldor has requested that the
Partnership grant it rent relief, which is under negotiation.  As of March 31,
1996, no other tenants at Cranberry Mall have filed for bankruptcy protection.

Results of Operations

For the three months ended March 31, 1996, the Partnership generated net income
of $227,493 compared to $273,172 for the corresponding period in 1995.  The
decrease in net income is primarily due to an increase in general and
administrative expense as well as a decrease in escalation income.

Rental income for the three months ended March 31, 1996 totaled $2,046,702,
virtually unchanged in comparison to $2,058,439 for the same period during
1995.  Escalation income, which represents billings to tenants for their
proportional share of common area maintenance, operating and real estate tax
expenses, totaled $1,340,393 for the period ended March 31, 1996 compared to
$1,432,183 during the same period in 1995.  The decrease in escalation income
is primarily due to a decrease in common area maintenance expense at Assembly
Square in 1996.

Depreciation and amortization for the three months ended March 31, 1996 totaled
$554,817 compared to $636,930 during the same period in 1995.  The decrease is
primarily due to the write-down of the carrying value of Assembly Square to its
estimated fair market value at December 31, 1995.

Property operating expenses for the three months ended March 31, 1996 totaled
$1,211,237 compared to $1,197,612 for the same period in 1995.  The increase in
property operating expenses is primarily due to increased legal expense related
to the proposed Stop&Shop development adjacent to Assembly Square, which could
result in increased competition and impact auto traffic flows for Assembly
Square, and increased utilities and maintenance expense at Cranberry Mall.
Partially offsetting these increases was a decline in security and maintenance
expenses at Assembly Square.

General and administrative expenses totaled $67,433 for the period ended March
31, 1996 compared to $52,800 for the same period in 1995.  The increase is
primarily due to an increase in consulting fees related to Assembly Square.

Assembly Square - Mall tenant sales (exclusive of anchor tenants) for the two
months ended February 29, 1996 and February 28, 1995 totaled $2,588,000 and
$2,962,000, respectively, representing a 13% decrease.  Mature tenant sales
(exclusive on anchor tenants) for the two months ended February 29, 1996 and
February 28, 1995 totaled $2,409,000 and $2,463,000, respectively, representing
a 2% decrease.  A mature tenant is defined as a tenant that has been open for
business and operating out of the same store for twelve months or more.  The
General Partner attributes the decrease in sales to a decline in consumer
spending on softgoods, particularly apparel, a trend experienced by retailers
across the country, especially in the Northeast region, and increased
competition in the trade area.  In addition, sales results reflect lower
occupancy at the property.  As of March 31, 1996, Assembly Square was 76%
occupied (exclusive of anchor tenants) compared with a 94% occupancy rate at
March 31, 1995.

Cranberry Mall - Mall tenant sales (exclusive of anchor tenants) for the two
months ended February 29, 1996 and February 28, 1995 totaled $4,329,000 and
$4,241,000, respectively, representing a 2% increase.  Mature tenant sales
(exclusive of anchor tenants) for the two months ended February 29, 1996 and
February 28, 1995 totaled $3,899,000 and $4,007,000, respectively, representing
a 3% decrease.  As of March 31, 1996 and 1995, Cranberry was 83% and 78%
occupied, respectively (exclusive of anchor and outparcel tenants).

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
          Cranberry Mall as of January 1, 1996, as prepared
          by Cushman & Wakefield, Inc.

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

          (b)  Reports on Form 8-K - No reports on Form 8-K were
               filed during the quarter ended  March 31, 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.



                         SHOPCO REGIONAL MALLS, L.P.

                         BY:  REGIONAL MALLS, INC.
                              General Partner



Date: May 15, 1996       BY:  /s/ Paul L. Abbott
                                  Director, President, Chief
                                  Operating Officer and
                                  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>                        7,131,824
<SECURITIES>                  000
<RECEIVABLES>                  1,516,785
<ALLOWANCES>                  900,329
<INVENTORY>                   000
<CURRENT-ASSETS>              891,109
<PP&E>                        83,308,741
<DEPRECIATION>                10,661,004
<TOTAL-ASSETS>                81,287,126
<CURRENT-LIABILITIES>         760,549
<BONDS>                       55,106,635
<COMMON>                      000
         000
                   000
<OTHER-SE>                    25,824,381
<TOTAL-LIABILITY-AND-EQUITY>  81,287,126
<SALES>                       2,046,702
<TOTAL-REVENUES>              3,514,926
<CGS>                         000
<TOTAL-COSTS>                 1,211,237
<OTHER-EXPENSES>              995,040
<LOSS-PROVISION>              000
<INTEREST-EXPENSE>            1,076,375
<INCOME-PRETAX>               227,493
<INCOME-TAX>                  000
<INCOME-CONTINUING>           000
<DISCONTINUED>                000
<EXTRAORDINARY>               000
<CHANGES>                     000
<NET-INCOME>                  227,493
<EPS-PRIMARY>                 3.21
<EPS-DILUTED>                 3.21

        

</TABLE>


COMPLETE APPRAISAL OF
REAL PROPERTY

Cranberry Mall
Routes 27 and 140
City of Westminster
Carroll County, Maryland



IN A SUMMARY REPORT
As of January 1996


Shopco Regional Malls Limited Partnership
Three World Financial Center
29th Floor
New York, New York 10285


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




March 14, 1996


Shopco Regional Partners Limited Partnership
Three World Financial Center
29th Floor
New York, New York  10285

Re: Complete Appraisal of Real Property
    Cranberry Mall
    Routes 27 and 140
    City of Westminster
    Carroll 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 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 and
Richard W. Latella, MAI.

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 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.

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

                   FORTY FOUR MILLION DOLLARS
                           $44,000,000

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/ Richard W. Latella

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



JFB:RWL:emf
C&W File No. 96-9064-4



                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS

Property Name:                          Cranberry Mall

Location:                               Routes 27 and 140
                                        City of Westminster
                                        Carroll County, Maryland

Interest Appraised:                     Leased fee

Date of Value:                          January 1, 1996

Dates of Inspection:                    January 18, 1996
                                        January 20, 1996

Ownership:                              Shopco Regional Malls Limited
                                        Partnership

Land Area:                              57.745+/- acres

Zoning:                                 P-RSC, Planned Regional Shopping
                                        Center

Highest and Best Use
        If Vacant:                      Retail/commercial use built to its
                                        maximum feasible FAR

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

Improvements
        Type:                           Single level regional mall

        Year Built:                     1987;  Montgomery Ward added in 1990;
                                        Cinema expanded in 1994.

        GLA:
                                        Caldor                 81,224 SF
                                        Leggett                65,282 SF
                                        Sears                  70,060 SF
                                        Montgomery Ward*       89,260 SF
                                        Total Anchor Stores   305,826 SF
                                        Cinema                 25,605 SF
                                        Mall Stores           193,125 SF
                                        Total GLA             524,556 SF
                                        Outpads **              5,600 SF

                                        * Includes 6,400 SF Auto Express
                                        ** Ground lease terms

        Mall Shop Ratio:                36.8%

        Condition:                      Good

Operating Data and Forecasts
        Current Vacant Space:           37,662 square feet

        Current Occupancy:              80.5% based on Mall Shop GLA,
                                        (Inclusive of pre-committed tenants)

        Forecasted Stabilized
        Occupancy:                      93.0% (exclusive of downtime
                                        provisions)

        Forecasted Date of
        Stabilized Occupancy:           January 1, 1999

        1996 Operating Expenses
        (Budget*):                      $2,835,016 ($14.68/SF of mall GLA)
        (Appraiser's  Forecast):        $2,892,061 ($14.98/SF of mall GLA)

        * Net of Association Dues

Investment Assumptions
        Rent Growth Rate:               Flat - 1996-1997
                                        +2.0% - 1998
                                        +3.0% - Thereafter
        Expense Growth Rate:            +3.5%
        Sales Growth Rate:              Flat - 1996
                                        +2.0% - 1997
                                        +2.5% - 1998
                                        +3.0% - Thereafter
        Other Income:                   +3.0%
                Tenant Improvements
                New Tenants:            $ 8.00/SF
                Renewing Mall Tenants:  $ 1.00/SF
                Raw Space:              $25.00/SF
                Vacancy between
                Tenants:                6 months
                Renewal Probability:    60%
                Terminal Capitalization
                Rate:                   10.0%
                Cost of Sale at
                Reversion:              2.0%
                Discount Rate:          12.50%

Value Indicators
        Sales Comparison Approach:      $42,500,000 - $44,500,000

        Income Approach
                Discounted Cash Flow:   $45,000,000

Value Conclusion:                       $44,000,000

Resulting Indicators
        CY 1996 Net Operating Income:   $4,432,922
        Implicit Overall
        Capitalization Rate:            10.08
        Price per Square Foot of
        Owned GLA:                      $83.88
        Price per Square Foot of Mall
        Shop GLA:                       $227.83

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.   We  have been provided with summary  information
     only  for  new  leases in the form of a rent roll  or  lease
     abstracts.   We  have not been provided  with  actual  lease
     documents.   There has been some change to  the  tenant  mix
     and  leasing  status since our last appraisal  report.   All
     tenant  specific assumptions are identified within the  body
     of this report.

2.   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  applied  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.   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.

     We  understand  that,  for an existing  structure  like  the
     subject, compliance can be accomplished in stages as all  or
     portions  of  the building are periodically renovated.   The
     maximum  required  cost  associated with  compliance-related
     changes  is 20 percent of total renovation cost.  A  prudent
     owner  would  likely include compliance-related  charges  in
     periodic  future common area and tenant area  retrofit.   We
     consider   this  in  our  future  projections   of   capital
     expenditures and retrofit allowance costs to the landlord.

3.   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.

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

                               TABLE OF CONTENTS

                                                             Page

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                                     4
  Definitions  of Value, Interest Appraised, and Other
  Pertinent Terms                                               4
  Legal Description                                             5

REGIONAL ANALYSIS                                               6

LOCATION ANALYSIS                                              14

RETAIL MARKET ANALYSIS                                         15

THE SUBJECT PROPERTY                                           22

HIGHEST AND BEST USE                                           23

VALUATION PROCESS                                              24

SALES COMPARISON APPROACH                                      25

INCOME APPROACH                                                41

RECONCILIATION AND FINAL VALUE ESTIMATE                        77

ASSUMPTIONS AND LIMITING CONDITIONS                            79

CERTIFICATION OF APPRAISAL                                     81

ADDENDA                                                        82


                        PHOTOGRAPHS OF SUBJECT PROPERTY


               Photograh showing exterior view of Leggett store.

                Photograph showing exterior view of Sears store.

                  Photograph showing exterior view of Caldor.

              Photograph showing exterior view of Montgomery Ward.


                                  INTRODUCTION

Identification of Property
    The  subject  property is the Cranberry Mall, a single  level
enclosed mall with a gross leasable area (GLA) of 524,556  square
feet.   This  amount represents the most recent estimate  of  the
subject's  area  based  upon  a  compilation  of  recent  leasing
activity.   Developed by the Shopco Group,  the  mall  opened  in
March  1987.   It  is  located  on a  57.745  acre  site  at  the
intersection of Routes 27 and 140, the premier retail location in
the  City  of  Westminster.  Westminster is the  county  seat  of
Carroll County, one of the fastest growing counties in Maryland.
    
    The  Cranberry  Mall  is  anchored by Caldor  (81,224  square
feet),  Leggett (65,282 square feet), Sears (70,060 square feet),
and  Montgomery  Ward (89,260 square feet).   This  latter  store
opened  in October 1990 and includes a free standing 6,400 square
foot  Auto Express.  All four department stores are owned by  the
partnership.  Altogether, anchor stores occupy a total of 305,802
square  feet  or, 58.3 percent of the center's GLA.  Mall  stores
occupy  a  total  of  193,125 square feet.  There  are  also  two
outparcels which are currently improved.
    
    Since  its opening, Cranberry Mall has maintained a 75 to  80
percent occupancy but has not been able to breach this level  for
any  extended  period of time.  Comparable mall  shop  sales  for
stores  in  operation  twelve months or more  declined  slightly,
falling by 1.7 percent in 1995.
    
Property Ownership and Recent History
    Title to the subject is held by Shopco Regional Malls Limited
Partnership.   This title was acquired on October 11,  1988  from
the  Cranberry Limited Partnership.  The total consideration paid
was  $53,847,500 in 1990 as recorded in Deed Book 1100, Page 530.
The  subject property was developed by The Shopco Group  and  was
essentially completed in 1987 with Ward's opening in 1990.
    
Purpose and Intended Use of the Appraisal
    The purpose of this appraisal is to estimate the Market Value
of the leased fee interest in the subject property, as of January
1,  1996.  Our analysis reflects conditions prevailing as of that
date.   On  January 18, 1996 Jay F. Booth inspected  the  subject
property and its environs, Richard W. Latella also inspected  the
property on January 20, 1996.  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 expense and a budget
          forecast for 1996 including the budget for planned capital 
          expenditures and repairs.

        - Reviewed a current independent market study and demographics prepared
          by Equifax National Decision Systems.

        - 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 a detailed discounted cash flow analysis for the purpose of
          discounting a forecasted net income stream to a present value.

        - Conducted market inquiries into recent sales of similar regional malls
          to ascertain sales price 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 with a
          reconciliation of each approach and a final value conclusion
          presented.
    
Date of Value and Property Inspection
    On  January  13,  1995  Jay F. Booth  inspected  the  subject
property  and  its  environs.  On January  20,  1996  Richard  W.
Latella,  MAI  inspected the property.   Our  date  of  value  is
January 1, 1996.
    
Property Rights Appraised
    We have appraised a 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.
    
    The following definitions are taken from various sources:
    
    Market Value As Is on Appraisal Date
    Value of the property appraised in the condition observed
    upon  inspection and as it physically and legally  exists
    without   hypothetical   conditions,   assumptions,    or
    qualifications on the effective date of appraisal.
    
Legal Description
    A legal description is retained in our files.


Map showing the Washington and Baltimore areas and Subject property's location
in relation to each city.


                               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.      55.4    8.8     56.3    4.9     55.8     4.7
/Post.
Retail/Wholes     126.7   20.1    274.9   23.7    264.2    22.1
ale
Finance/Insur      32.8    5.2     75.8    6.5     70.7     5.9
ance
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  1,160,4  100.0  1,193,3   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    $648,385          1
University*
MIT                   $287,157          2
Cornell University    $286,733          3
Stanford              $295,994          4
University
University      of    $285,982          5
Wisconsin
University of  MD,    $159,510         26
College Park
University of  MD,   $  75,000         65
Baltimore
*   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       $ 14,065,979      $42,930
County
Baltimore       $  9,445,953      $28,596
City
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        Baltimore          % Change
     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 considerably.  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.


                               LOCATION ANALYSIS

    Cranberry  Mall  is located in Westminster, Maryland  in  the
northern  portion of Carroll County.  Westminster is the  largest
of  six  regional  planning  districts  in  the  county,  with  a
population of approximately 28,517.  The mall is situated at  the
crossroads  of two highways, Route 140 and Route 27.   Route  140
runs  between  Pennsylvania, Westminster,  and  Baltimore,  while
Route 27 extends from Manchester to Mount Airy.  The mall is also
accessible  from  Route 97 which extends from Montgomery  County,
Maryland to Gettysburg, Pennsylvania.
    
    Carroll  County  resides  in the  Piedmont  region  of  north
central Maryland between Baltimore and Frederick counties.  It is
Maryland's  third fastest growing county, primarily  due  to  the
migration  of the city residents into the suburbs.  Baltimore  is
approximately  25+/- miles from the Westminster  area  (35+/-  minute
drive)  and  20+/- miles from Frederick, Pennsylvania  (30+/-  minute
drive).
    
    Cranberry  Mall  anchors Carroll County's primary  commercial
hub  along  Route 140.  This strip is developed with neighborhood
strip centers, fast food restaurants, service establishments, and
other commercial uses.
    
    There  has  been  little change to the area  since  our  last
appraisal  although some new development has occurred or  is  on-
going.  Most notably, Dayton Hudson is building a Target store on
a  site  situated at Routes 97S and 140.  A July 1996 opening  is
scheduled.   There  has  also  been  an  increase  in  new   home
construction  as  evidenced by the increase in  building  permits
from  109 to 146 within the City of Westminster.  We are  advised
that  Carroll County planning officials are considering a  growth
moratorium  in view of the burden being imposed on  the  existing
infrastructure, particularly the utility systems.
    
    During 1995, there were two relatively significant employment
announcements  in the Westminster area.  Unigen, a pharmaceutical
manufacturer will build a new plant in 1996/97.  Mirada, an  auto
parts  manufacturer  will expand their  plant  during  the  year.
Proposed   commercial  development  includes  an   expansion   of
Cranberry  Square (possible pet supply store) and a  Red  Lobster
restaurant at Gorsuch Road and Route 140.

                             RETAIL MARKET ANALYSIS

Trade Area Analysis

    Overview
    A  retail center's trade area contains people who are  likely
to  patronize that particular center.  These customers are  drawn
by  a  given class of goods and services from a particular tenant
mix.   A  center's  fundamental  drawing  power  comes  from  the
strength of the anchor tenants as well as the 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  while  enjoying  the
comfort and convenience of an integrated shopping environment.
    
    In  order  to  define  and  analyze Cranberry  Mall's  market
potential,  it is important to first establish the boundaries  of
the primary and secondary trade areas from which the subject will
draw its customers.  In some cases, defining the trade areas  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.
This  is true to some extent with the subject which competes with
the North Hanover Mall, the Mall at Owings Mills, and to a lesser
degree, the Francis Scott Key Mall in Frederick.
    
    Once  the trade area is defined, the area's demographics  and
economic profile can be analyzed.  This will provide key  insight
into  the  area's dynamics as it relates to Cranberry Mall.   The
sources  of  economic and demographic data  for  the  trade  area
analysis  are  as  follows:  Equifax Marketing  Decision  Systems
(ENDS),  Sales and Marketing Management's Survey of Buying  Power
1985-1995,  The  Urban  Land Institute's  Dollars  and  Cents  of
Shopping   Centers  (1995),  CACI,  The  Sourcebook   of   County
Demographics, The Census of Retail Trade, and demographic reports
prepared by Mas Marketing, Inc.
    
Scope of Trade Area
    Traditionally,   a  retail  center's  sales   are   primarily
generated  from within its primary trade area, which is typically
within  reasonably  close  geographic  proximity  to  the  center
itself.  Generally, between 55 and 65 percent of a center's sales
are generated within its primary trade area.  The secondary trade
area  generally refers to more outlying areas which provide  less
frequent customers to the center.  Residents within the secondary
trade area are more likely to shop closer to home due to time and
travel constraints.  Typically, an additional 20 to 25 percent of
a  center's  sales  will be generated from within  the  secondary
area.  The  tertiary trade area refers to more distant  areas  in
which  occasional customers to the mall 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
and  15  percent  of a center's sales are derived from  customers
residing outside of the trade area.
    
Trade Area Definition
    According to the most recent consumer survey,  Cranberry Mall
draws  from an expansive trade area that comprises a 15  zip-code
region  roughly  bounded on the south by I-70; on  the  north  by
Littlestown, Pennsylvania; on the east by I-83; and on  the  west
by  Highway  15.   This area includes an irregular  configuration
which  generally imposes limits of 10 to 15 miles from the  mall.
The  survey indicates that approximately 75 percent of the mall's
customer   base   reside   within  the  closer   communities   of
Westminster,  Manchester, Skyesville, Finksburg,  Hampstead,  New
Windsor   and  Taneytown.   The  secondary  trade  area  includes
quadrants  to the northwest (Littlestown, PA), small  pockets  to
the  northeast,  and a more expansive area to the west/southwest.
These  communities use the mall less frequently as they are  more
impacted  by  travel considerations due to the  absence  of  good
highway facilities or alternative shopping centers.
    
    These reports are very useful and help establish a basis  for
our independent analysis of the mall's trade area.  Based on area
traffic   patterns,   accessibility,  geographical   constraints,
surrounding  residential  development  and  competing  commercial
establishments, we believe that the Cranberry Mall's total  trade
area  extends  for a radius of approximately 15  miles  from  the
mall, similar to the customer survey provided.
    
    Although  the  report is somewhat dated, there have  been  no
significant competitive, demographic or locational changes  which
would cause us to change this zip code distribution in this  1996
update.
    
    Accordingly,  we have elected to analyze the subject's  trade
area  based  upon  the zip codes provided.  The  following  is  a
listing of zip codes in the subject's primary trade area.

                                 Cranberry Mall
                               Primary Trade Area
                        21048 Finksburg     21074 Hempstead
                        21102 Manchester    21157 Westminster
                        21158 Westminster   21764 Linwood
                        21176 New Windsor   21784 Elderburg/Skysville
                        21787 Taneytown


    Zip  codes comprising the subject's secondary trade area  are
as follows:

                                 Cranberry Mall
                              Secondary Trade Area
                     27340 Littlestown, PA      21088 Lineboro
                     21107 Millers              21155 Upperco
                     21771 Mount Airy           21797 Woodbine


    Demographic statistics produced by ENDS, based on  these  zip
codes  are provided on the facing page.  Comparisons are provided
with  the Baltimore MSA and State of Maryland.  We will refer  to
this area as the subject's total trade area.

    
         TABLE ILLUSTRATING DEMOGRAPHIC STATISTICS IN CRANBERRY MALL'S
         TRADE AREA, BALTIMORE MSA, STATE OF MARYLAND AND UNITED STATES


Population
    Once  the market area has been established, the focus of  our
analysis  centers on the trade area's population.  ENDS  provides
historic,  current  and forecasted population estimates  for  the
total  trade area.  Patterns of development density and migration
are reflected in the current levels of population estimates.
    
    Between  1980  and  1995, ENDS reports  that  the  population
within the total trade area increased by 29.7 percent to 317,040.
This is equivalent to an average compound annual increase of 1.75
percent which, while lagging the Carroll County composite  growth
rate,  is nonetheless well in excess of the growth seen  by  both
the  region  and  the state.  Within the primary area,  closer-in
communities are growing at a slightly faster rate than the  total
trade area.  This is significant, as residents are more likely to
shop close to home.  Currently (1995) this component of the total
trade area contains 124,212 residents or 39 percent of the total.
Through  2000, population within the total trade area is forecast
to increase by an additional 5.7 percent to 335,178.
    
    Provided on the following page is a graphic representation of
the  projected population growth for the trade area through 2000.
The fastest growing communities (8 to 9 percent) are shown to  be
immediately proximate to the mall site.

Households
    A  household  consists of all the people occupying  a  single
housing  unit.  While individual members of a household  purchase
goods  and  services, these purchases actually reflect  household
needs  and decisions.  Thus, the household is a critical unit  to
be  considered when reviewing market data and forming conclusions
about the trade area as it impacts the retail center.
    
    National  trends indicate that the number of  households  are
increasing  at  a faster rate than the growth of the  population.
Several noticeable changes in the way households are being formed
have caused acceleration in this growth, specifically:

        - The population is generally living longer on average.  This results
          in an increase of single and two person households.

        - The divorce rate has increased dramatically over the past two
          decades, again resulting in an increase in single person households.


        - Many individuals have postponed marriage, thus also resulting in more
          single person households usually occupied by young professionals.

    Between  1980  and  1995, the total trade area  added  35,245
households,  increasing by 43.3 percent to 116,612  units.   This
rate  continues to be in excess of the growth rate for the  metro
area.  Moreover, household formation within the primary area  has
expanded  at  a faster rate (61.7 percent) to 44,264 units  which
comprises 38 percent of the trade area total.

    Through  2000,  a  continuation of  this  trend  is  forecast
through  both  components of the trade  area.   Accordingly,  the
household  size in the total trade area is forecast  to  decrease
from  its present 28 persons (1995) to 2.76 persons per household
in 2000.  Such a relationship generally fits the observation that
smaller  households with fewer children and higher incidences  of
single occupancy, especially among young professionals, generally
correlates with greater disposable income.

         Graphic representation of the projected population growth for
                      the primary trade area through 2000

                        
Trade Area Income
    A significant statistic for retailers is the income potential
of the surrounding trade area.  Within the total trade area, ENDS
reports  that  average  household income  was  $55,642  in  1995.
Through  2000  it  is forecasted to increase by 5.4  percent  per
annum to $72,330.
    
    The  Baltimore MSA has some of the highest average  household
income areas in the state of Maryland.  A comparison of the trade
area with the Baltimore MSA and State of Maryland is shown below.
    
 Average Household Income - 1995
       Area            Income
Primary Trade Area     $55,611
 Total Trade Area      $55,642
  Baltimore MSA        $52,158
State of Maryland      $56,574
    
    
    Provided on the following page is a graphic representation of
the  areas  current  income levels.  Note  the  concentration  of
relative  wealth adjacent to the subject south and  southeast  of
the City of Westminster.

Retail Sales
    Another  important statistic for retailers is the  amount  of
retail  sales  expended by the population.  The  table  following
summarizes  historic retail sales for the State of Maryland,  the
Baltimore MSA, and Carroll County since 1985.
    
 Retail Sales
    (000)
               Baltimore        Carroll         State of
     Year         MSA           County          Maryland
1985           $13,681,848      $491,554        $28,863,392
1990           $17,489,333      $699,121        $36,836,986
1991           $17,484,100      $705,040        $36,385,417
1992           $18,446,721      $767,460        $38,204,984
1993           $19,610,884      $830,622        $40,363,984
1994           $20,720,649      $1,227,308      $44,183,971

Compound
Annual          +4.72%           +10.70%          +4.84%
Growth Rate
1985-1994

Source:
Sales and Marketing Management Survey of Buying Power


    Empirical data shows that retail sales within Carroll  County
have  grown at a compound annual rate of 10.7 percent since 1985.
This  rate of increase has been well in excess of that  shown  by
the  state  and MSA as a whole.  Much of this annual  change  was
driven by the sizable increase in retail sales in 1994.
    
           Graphic representation of the area's current income levels.

Mall Shop 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.
Sales reported for mall shop tenants have been segregated on  the
following table.

                                 Cranberry Mall
                                Mall Shop Sales
            Total Mall     %     Mature Mall    Unit Rate         %
            Shop Sales  Change   Shop Sales     Per Sq. Ft.*   Change
1989       $28,151,000  --       --             --             --
1990       $29,175,000  +3.64%   --             --             --
1991       $29,942,000  +2.63%   $28,391,000    $218.02        --
1992       $31,961,000  +6.74%   $28,476,000    $221.94        +1.80%
1993       $33,056,000  +3.43%   $29,076,000    $224.50        +1.20%
1994       $33,870,000  +2.46%   $31,774,000    $229.70        +2.32%
1995       $33,171,000 (-2.10%)  $31,220,000    $225.70       (-1.7%)

Compound                                      
Annual                  +2.7%                                  +0.87%
Growth

*Based upon applicable reporting GLA for that particular year.


    As can be seen from the above, aggregate mall shop sales have
increased at an average compound annual rate of 2.7 percent since
1989.   The  total sales of $33.17 million were equal to  $196.70
per  square  foot  in  1995, the first decrease  since  the  mall
opened.  It should be pointed out that these amounts are property
totals  and include sales from tenants who were terminated during
the  year.   Furthermore, it should be emphasized that the  sales
reflect  the  aggregate change in sales and not an indication  of
comparable store sales.
    
    Comparable  store  sales  (also  known  as  same   store   or
comparable  sales) reflect the annual performance  of  stores  in
existence and reporting sales for the prior one year period.   In
management's year end sales report, they detail comparable  store
sales under the category "Mature Sales".  The report shows mature
stores  decreased  by  1.7 percent to $225.70  per  square  foot.
Since  1991  when  data for comparable sales was available,  unit
sales  have grown by only .87 percent per annum which has  lagged
inflation.  A complete sales report is contained in the Addenda.
    
Department Store Sales
    Department store sales at the subject property are  shown  on
the  following chart.  As can be seen, each store saw an increase
in  sales  in  1995  led  by Sears with a 7.5  percent  increase.
Aggregate sales of $51.5 million were equal to $168.00 per square
foot.

                                 Cranberry Mall
                         Department Store Sales ($000)
                                          Montgomery
  Year    Caldor      Sears     Leggett      Ward      Total      Unit Rate*
  1989    $10,217     $ 9,596   $8,088     --          $27,901    $129
  1990    $10,683     $10,017   $8,700     --          $29,400    $136
  1991    $11,198     $ 9,948   $9,265    $15,190      $45,601    $149
  1992    $11,049     $10,654   $8,236    $14,258      $44,197    $145
  1993    $11,752     $11,612   $8,697    $14,905      $46,966    $154
  1994    $11,219     $13,275   $8,737    $15,612      $48,843    $160
  1995    $11,882     $14,272   $9,183    $16,149      $51,486    $168
Compound                                             
 Annual   +2.5%       +6.8%     +2.2%     +1.5%                   +4.5%
 Growth

* Based on applicable GLA reporting.


    The  highest grossing store at Cranberry Mall was  Montgomery
Ward  in  1995 with sales of $16.1 million, equivalent to $180.90
per  square  foot.  Sears was the most productive with  sales  of
$203.70  per square foot.  As described, they were up 7.5 percent
over  1994.   Caldor saw nearly a 6.0 percent increase  to  $11.9
million  or  $146.20 per square foot.  Leggett had a 5.1  percent
increase to $9.2 million or nearly $141 per square foot.
    
    On  balance,  the performance of the majors in  1995  can  be
considered  excellent  in light of the turmoil  which  has  taken
control of many of the nation's retailers.
    
Competition
    There  have  been  no  material changes  to  the  competitive
landscape  with  the  exception  of  a  new  Target  store  under
construction  on  a  site near the mall.  It has  an  anticipated
grand  opening on July 4, 1996.  We would expect that this  store
would compete most directly with Caldor.
    
Comments
    Within   the   shopping  center  industry,  a  trend   toward
specialization  has evolved so as to maximize  sales  per  square
foot  by  deliberately meeting customer preferences  rather  than
being  all  things  to all people.  This market  segmentation  is
implemented  through the merchandising of the anchor  stores  and
the tenant mix of the mall stores.  The subject has an attractive
anchor  alignment  for the trade area which it  serves.   All  of
these department stores posted sales increases in 1995.
    
    During  the year there was a relatively good amount of tenant
activity.   Despite loosing some tenants to the  global  problems
effecting  many of the national and regional chains, several  new
deals were completed resulting in some net absorption.  There are
still some hard areas to lease and finding the right tenant(s) is
a difficult task in today's leasing environment.
    
Conclusion
    We  have analyzed the retail trade history and profile of the
Baltimore  MSA  and  Carroll County in order to  make  reasonable
assumptions as to the expected performance of the subject's trade
area.
    
    A  metropolitan  and locational overview was presented  which
highlighted important points about the study area and demographic
and  economic data specific to the trade area was presented.  The
trade  area  profile  discussed  encompassed  a  zip  code  based
analysis.   Marketing information relating to these  sectors  was
presented  and analyzed in order to determine patterns of  change
and  growth  as it impacts the subject.  Finally, we  included  a
brief discussion of some of the competitive retail centers in the
market   area.    The  data  is  useful  in  giving  quantitative
dimensions of the total trade area, while our comments  serve  to
provide  qualitative insight into this trade area.  The following
summarizes our key conclusions:

        - The subject enjoys a visible and accessible location within one of
          the nation's largest MSA economies.

        - The subject's primary and total trade area continues to grow at rates
          above the regional mean.  Current demographic statistics show a total
          trade area of approximately 317,000 persons residing in nearly
          116,000 households.

        - Sales for mature stores slipped 1.7 percent last year mirroring many
          of the global troubles that impacted retailers, particularly the
          apparel chains.  However, the department stores were in direct
          contrast of this trend with all four anchors posting healthy
          increases.

        - Management needs to continue to aggressively pursue those tenant
          types which would compliment the overall merchandising flavor of the
          center. Vacancy is still relatively high.  Since the mall has never
          been above 85 percent occupancy, we feel that it has a structural
          vacancy problem that results from too much GLA to support based on
          the size of the market area.

        - The mall has some near term risk with nearly 30 percent of the
          existing leases expiring before 1997 and Target coming on line this
          summer.

                              THE SUBJECT PROPERTY

Property Description
    The  Cranberry mall contains a gross leasable area of 524,556
square  feet  of  GLA.   The  subject site  is  situated  at  the
southeast quadrant of Routes 27 and 140 in Westminster, Maryland.
The  total  area  of  the  site is 57.745  acres.   Overall,  the
property  was noted to be in good condition.  Outside  of  tenant
leasings and terminations, the only recent significant change  to
the  mall  was  a  6,000  square foot  addition  to  the  cinema,
increasing its capacity from six to nine screens during 1994.   A
discussion of recent leasing activity can be found in the  Income
Approach section of this report.
    
    We  would also note that, structurally and mechanically,  the
improvements appear to be in good condition.  However, this  type
of  analysis  is  beyond our expertise and  is  best  made  by  a
professional engineer.  Our review of the local environs  reveals
that there are no external influences which negatively impact the
value of the subject property.
    
    Over  the  course of the past year, Cranberry  Mall  finished
with  an 80.5 percent occupancy.  As of our previous report,  the
subject  had  an overall vacancy of approximately  20.0  percent,
slightly higher than this analysis.

Real Property Taxes and Assessments
    The  subject property is assessed for the purpose of taxation
by  Carroll County, and by the City of Westminster.  The  current
assessment for the subject is in the total amount of $19,600,000.
The  resulting  tax liability is $670,520 based on  current  mill
rates.   A  review of the subject's historical tax  liability  is
shown below:

                               Real Estate Taxes
                                Year      Amount
                                1992/93   $704,336
                                1993/94   $566,183
                                1994/95   $664,400
                                1995/96   $670,520

Zoning
    The  subject  site is zoned P-RSC, Planned Regional  Shopping
Center  by  the  City of Westminster.  We are advised  that  this
district permits a variety of retail uses including the subject's
current utilization.


                          FLOORPLAN FOR CRANBERRY MALL


                              HIGHEST AND BEST USE

    According  to the Dictionary of Real Estate Appraisal,  Third
Edition  (1993), a publication of the American Institute of  Real
Estate Appraisers, 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.

    In our last full narrative appraisal report, we evaluated the
site's  highest  and  best use as currently improved  and  as  if
vacant.  In both cases, the highest and best use must meet  these
aforementioned  criteria.  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 FAR is  the
highest  and best use of the mall site as if 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 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 overwhelming 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 fits into  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 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 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. The
          chart in the Addenda summarizes the pertinent facts regarding each
          sale.  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.  Characteristics 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.

    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.

              Price/SF    Price       
Transaction   Unit Rate    /SF     Sales
   Year        Range *    Mean    Multiple
   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 SF   No.  Rate  Per SF   No.   Rate  Per SF   No.  Rate  Per 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 SF      No.   Rate  Per SF      No.   Rate  Per 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      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.
  
   Value "As Is"
  
    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 $8.45 per square foot
(CY  1996),  based  upon  524,556+/-  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  $8.45
per  square foot, the subject falls at the low end 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 at the low end 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      $8.45       59.3%
1992    $16.01      $8.45       52.8%
1993    $15.51      $8.45       54.5%
1994    $15.62      $8.45       54.1%
1995    $12.35      $8.45       68.4%


    With  first  year NOI forecasted at approximately  53  to  68
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
 Sale No.       NOI/SF          X Price/SF      = Net Income 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
                   Net     Indicated
 Sale   NOI/SF    Income     Price
  No.           Multiplier    $/SF
 95- 1   $8.45    12.44       $105
 95- 2   $8.45    13.41       $113
 95- 3   $8.45    10.53       $ 89
 95- 4   $8.45    11.13       $ 94
 95- 5   $8.45    10.80       $ 91
 95- 6   $8.45     9.00       $ 76
 95- 7   $8.45     9.38       $ 79
 95- 8   $8.45    10.06       $ 85
 95- 9   $8.45    10.50       $ 89
 95-10   $8.45    12.02       $102
 95-11   $8.45    10.49       $ 89
 95-12   $8.45    10.05       $ 85
 95-13   $8.45    12.87       $109
 95-14   $8.45    12.90       $109

 Mean    $8.45    11.11       $108


    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 $76 to $113 per square  foot  of
owned GLA with a mean of $108 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.
    
    The  subject  has a high level of vacancy and  some  risk  in
achieving  stabilization.   Mall shop  sales  levels  have   been
disappointing and its trade area is slowly growing  to  the  size
needed  to support a mall with too much GLA.  Finally, some  near
term risk exists with target coming on-line soon.
    
    Considering  the characteristics of the subject  relative  to
the  above, we believe that a unit rate range of $80 to  $85  per
square  foot  is appropriate.  Applying this unit rate  range  to
524,556+/-  square  feet  of  owned  GLA  results  in  a  value  of
approximately $42.0 million to $44.6 million for the  subject  as
below.
  
              524,556 SF          524,556 SF
               x     $80           x     $85
             $41,965,000         $44,587,000
  
   Rounded Value Estimate - Market Sales Unit Rate Comparison
                   $42,000,000 to $44,600,000
  
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   Sales
  No.      OAR      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 $226 per  square  foot  for  all
reporting tenants.  This is flat based on 1995 levels.
    
    In  the case of the subject, the overall capitalization  rate
being   utilized   for  this  analysis  is   considered   to   be
substantially  higher than the mean exhibited by  the  comparable
sales.  As such, we would be inclined to utilize a multiple below
the  mean  indicated by the sales.  As such, we  will  utilize  a
lower  sales  multiple  to apply to just  the  mall  shop  space.
Applying a ratio of say, 65 to 70 percent to the forecasted sales
of  $226  per  square  foot,  the following  range  in  value  is
indicated.
  
  Unit Sales Volume (Mall Shops)        $226              $226
  Sales Multiple                     x   .65           x   .70
  Adjusted Unit Rate                 $146.90           $158.20
  
  Mall Shop GLA                   x  193,125        x  193,125
  Value Indication               $28,370,000       $30,552,000
  
    The  analysis  shows an adjusted value range of approximately
$28.4 to $30.6 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
$1,492,000  in  revenues  in  1996  (base  rent  obligations  and
overage).  If we were to capitalize this revenue separately at  a
10.5 percent rate, the resultant effect on value is approximately
$14.2 million.
    
    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
mid  point of the range due to the locational attributes  of  the
subject's trade area and characteristics of the subject property.
    
    Therefore, adding the anchor income's implied contribution to
value  of  $14.2  million, the resultant range  is  shown  to  be
approximately  $42.6 to $44.8 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 $42,600,000 to $44,800,000
  
   Value Conclusion
  
    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  relatively low sales levels, a high vacancy  factor
and  a  low representation of national tenants.  Its second  tier
location  does not present strong opportunities for  growth.   We
also  recognize that an investor may view the subject's  position
as  being  vulnerable  to competition.  Nonetheless,  it  is  the
dominant  mall in its market area and is benefited  by  having  a
good anchor alignment.
    
    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:                   524,556+/-

Price Per SF of Salable Area: $80 to $85

Indicated Value Range:        $42,000,000 to $44,600,000

Sales Multiple Analysis
Indicated Value Range         $42,600,000 to $44,800,000
  
    The  parameters  above  show a value range  of  approximately
$42.0 to $44.8 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 $42.5 to $44.5 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 the 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 not  forecasted  to
achieve  stabilization  for  several  years.   Thus,  the  direct
capitalization  method  has  been  omitted  from  the   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
remerchandising,  but  short enough to  reasonably  estimate  the
expected income and expenses of the real estate.
    
          TABLE SHOWING PROJECTED ANNUAL CASH FLOW FOR CRANBERRY MALL
                               FROM 1996 TO 2006

    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 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; a 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 on to 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
$7,547,387 in potential gross revenues, equivalent to $14.39  per
square  foot  of  total appraised (owned) GLA of  524,556  square
feet,  including  mall  shops and all  owned  department  stores.
These  forecasted  revenues  may be allocated  to  the  following
components:

                                 Cranberry Mall
                                Revenue Summary
                       Initial Year of Investment - 1996

  Revenue Component       Amount      Unit Rate*    Income Ratio
  Minimum Rent**        $4,564,530      $  8.70      60.5%
  Overage Rent***       $  224,000      $  0.43       3.0%
  Expense Recoveries    $2,483,857      $  4.74      32.9%
  Recoveries
  Miscellaneous Income  $  275,000      $  0.52       3.6%

   Total                $7,547,387      $ 14.39     100.0%

*   Reflects total owned GLA of 524,556 SF
**  Net of free rent
*** Net of recaptures


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  the   four
department  stores, revenues from the cinema and  outparcels  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 to problematic levels that have resulted
in several leases being renegotiated.

Interior Mall Shops
    Rent from all interior mall tenants comprise the majority  of
minimum rent.  Aggregate rent from these tenants is forecasted to
be  $2,906,664, or $14.82 per square foot.  Minimum rent  may  be
allocated to the following components:

                                 Cranberry Mall
                            Minimum Rent Allocation
                              Interior Mall Shops
                1996          Applicable       Unit Rate
                Revenue          GLA *           (SF)
 Mall Shops    $2,602,899     193,125 SF        $13.48
 Kiosks        $   63,000         917 SF        $68.70
 Food Court    $  240,765      10,838 SF        $22.21
 Total         $2,906,664     204,880 SF        $14.82

        *  Represents leasable area as opposed to actual leased or occupied
           area exclusive of non-owned space.

        ** Net of free rent


    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.
    
    Typically,  we would view the rent attainment levels  in  the
existing  mall  as  being representative of the  total  property.
However,  the  center  is characterized by many  older  and  some
troubled  leases  that have been renegotiated  to  more  tolerant
levels  based upon the tenants sales performance.  The  following
section  details the more important changes which have influenced
the mall over the past twelve months.

1995 Tenant Activity
    1995 appeared to be a relatively active year at the mall.  In
addition to the problems facing many of the national chains which
have  been  downsizing or liquidating all of their  assets  there
were  a  number  of local/regional tenants that also  experienced
difficulty.  Provided below is a summary of leasing activity over
the past year.
    
        - Lane Bryant (Suite 1.45) signed a ten and one-half year lease for
          4,749 square feet at a $14.00 fixed rent.  The tenant received a
          rather substantial allowance of $379,920, or $80.00 per square foot.

        - Free Style Hair (Suite 1.53) took the space formerly occupied by New
          York Casuals for a five year term. The rent starts at $18.57 per
          square foot and steps to $21.10 per square foot in the fourth year.

        - S.J. Watch Repair (Suite 10.3) had rent reduced from $20,000 to
          $18,000 per year for 1995 only.

        - JC Penney (Suite 1.09) exercised their option to renew their lease
          for five years until September 30, 2000 in their catalog store.  The
          rent will increase from $12.00 to $15.80 per square foot.

        - Carlton Cards (Suite 127) extended the lease for space.  The new
          lease commenced on January 1, 1996 for ten years.  The rent is set at
          $24.00 per square foot for five years and increases to $26.00 per
          square foot for the balance of the term.  Tenant agreed to remodel
          the store by July 1, 1996.

        - Shenk & Tittle (Suite 2.01/02) took 3,618 square feet for ten years
          in September 1995.  The rent is for $10.25 per square foot for five
          years and $12.25 per square foot for years six through ten.  An
          allowance of $54,270 was given with 50 percent in cash and 50 percent
          as a rent credit.

        - Haiders Ice Cream (Suite 2.59) took this formerly vacant food court
          suite for ten years.  The lease was expected to commence in February
          1996. Rent is initially set at $20.75 per square foot.  It steps to
          $23.72 per square foot after three years and $26.68 per square foot
          after the fifth year.  The tenant received eight months free rent and
          mall charges are based on 852 square feet of GLA.

        - Nail Studio (Suite 1.07) took this 496 square foot unit for three
          years at an annual rent of $18,256, or $36.81 per square foot.

        - Savings in Sight (Suite 1.43) signed a ten year lease commencing in
          July 1995 at an initial rent of $35,680 or $20.00 per square foot.
          The rent will step to $26.00 per square foot over the term.  The
          tenant received a $10,000 construction allowance.

        - Paul Harris (Suite 2.09) opened this 3,254 square foot unit in May
          1995 for ten and one-half years. Rent was initially set at 10 percent
          of sales. Subsequently, it increases to $13.00 per square foot in
          January 1997, $15.00 per square foot in January 1999 and $17.00 per
          square foot in January 2002. Tenant took space "as is".

        - Casa Rico (Suite 1.91) a restaurant, has signed a ten year lease for
          5,094 square feet.  The lease is structured as a gross lease for
          $88,000 or $17.28 per square foot plus 5 percent of sales over
          $1,500,000.

        - Pro Image (Suite 1.39) has one year and two  months remaining on
          their lease.  The tenant is in default and has poor sales and is not
          paying any rent or mall charges.

        - Tully's (Suite 1.77) has been having financing difficulty and is
          seeking a rent reduction.  The budget is reflecting a reduction in
          rent from $90,000 to approximately $46,500.  We have reflected same
          in our analysis.

        - Fashion Bug (Suite 1.29-35) is having some financial problems and is
          seeking relief.  The budget is forecasting a rent reduction from
          $110,528 to approximately $60,500 which we have reflected in our
          analysis.

        - Roy Rogers (Suite 2.41) is having financial problems and the budget
          is reflecting a reduction in rent from $46,000 to $23,000.  We have
          followed this change in our cash flow.

        - Tees, Etc. (Suite 2.53) agreed to a slight rent reduction from $36.30
          to $33.30 per square foot until March 31, 1996 and $37.30 per square
          foot through the remainder of the term.  Their breakpoint was also
          changed.

        Tenants who vacated during the year include:
        
                Suite          Tenant        Size (SF)
                1.51         B. Dazzled          945
                1.69         Video Store       2,885
                2.17        Pine Factory         735
                K-1         Earring Tree         187
                K-3       Gold by the Inch       150
                2.33        Foot Action *      4,467
                2.37        Kinney Shoe *      3,174

                * Left but are paying rent
        
        
Recent Leasing by Size
    We  have  looked  at  the most recent leasing  in  the  mall,
analyzing the beginning rent, ending rent and lease term.  As can
be seen, sixteen transactions have been included, totaling 47,099
square feet of space.  These deals represent both new tenants and
relocation  tenants to the mall.  The average  rent  achieved  is
equal  to  $15.91 per square foot.  To better understand  leasing
activity  at  the  subject, this type of  analysis  becomes  more
meaningful when broken down by size category.
    
    To  further develop our market rent assumptions in the  mall,
we  have arrayed the subject's most recent leases by size on  the
Facing  Page  chart.  These leases include new deals  and  tenant
renewals  within the mall.  Since the bulk of recent leasing  has
been by smaller to mid-sized tenants, we have broadened the scope
to include several larger lease transactions which are now one to
two years old.


             TABLE ILLUSTRATING RECENT LEASING ACTIVITY - MALL SHOP
          TENANTS BY SIZE - CRANBERRY MALL (CARROLL COUNTY, MARYLAND)


    The  lease terms average approximately nine years.  Over  the
lease  term,  the  average  rent is shown  to  increase  by  11.5
percent, however, this may be slightly skewed by the Paul  Harris
and Savings in Sight leases which grow by 30 percent.
    
    Our experience has generally shown that there is typically an
inverse relationship between size and rent.  That is to say  that
the  larger suites will typically command a lower rent per square
foot.   Category  No. 1 (less than 800 SF) shows  an  average  of
$38.70 per square foot.
    
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 CRANBERRY 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 (1995) 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 to 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 are reported  to  be
$226 per square foot.  In light of the mall's performance, we are
forecasting sales to remain flat in 1996.
    
    After  considering  all of the above,  we  have  developed  a
weighted  average rental rate of approximately $17.00 per  square
foot  based upon a relative weighting of a tenant space by  size.
We  have  tested this average rent against total occupancy  cost.
Since  total occupancy costs are projected to be at the high  end
for  a  mall  of  the subject's calibre, we feel that  base  rent
should not exceed an 8.0 percent ratio (to sales) on average.
    
    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 approximately $17.00 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.

                                 Cranberry Mall
                      Total Occupancy Cost Analysis - 1996
                Tenant Cost                     Estimated Expenses/SF
        Economic Base Rent                           $   17.00
                                                  (Weighted Average)
        Occupancy Costs (A)
           Common Area Maintenance  (1)              $   10.06
           Real Estate Taxes        (2)              $    3.04
           Other Expenses           (3)              $    2.50
        Total Tenant Costs                           $   32.60
        Projected Average Sales (1995)               $  226.00
        Rent to Sales Ratio                              7.5%
        Cost of Occupancy Ratio                         14.4%

(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 annual occupied area.   Generally,  the
        standard  lease  clause provides   for   a   15 percent  administrative
        factor   less   certain exclusions    including anchor and major tenant
        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 annual occupied area which  is
        the  recovery basis for taxes.  It is exclusive of majors contributions
        (department stores  and tenants  greater   than 10,000 square feet).

(3)     Other expenses include tenant contributions for mall and premises HVAC
        and other miscellaneous items.


    Total  costs,  on  average, are shown to be 14.4  percent  of
projected  average 1996 retail sales which we feel  is  high  but
moderately  manageable.  This is due primarily to the  fact  that
fixed expenses at the subject are projected to be over $13.00 per
square foot.
    
    However,  since  these costs are occupancy sensitive  to  the
extent their recovery is tied to the average occupied area of the
mall, they will moderate as the mall leases up.  Furthermore, for
tenants  who use GLA as the basis for their denominator recovery,
will have a much lower expense obligation.
    
Food Court
    The  10,838  square foot food court provides for a  total  of
eleven   suites  which  is  slightly  large  for  a  food  court.
Currently, there are two vacancies (1.13 and 2.57) although  some
of  the  existing tenants are having trouble and will likely  not
renew  or  may leave if they don't obtain rent relief.  The  most
recent  lease was signed with Haiders Ice Cream where the  tenant
took  1,012 square feet for approximately ten years at an initial
rent  of  $21,000 ($20.75 per square foot) which steps to $26.68.
Other  existing rents range from a low of $17.68 per square  foot
(Taco  Bell) to a high of $44.44 per square foot (Hot Sam).   The
more  productive  stores in terms of unit  sales  volume  include
Pretzels  Plus  ($465 per square foot), Subway ($432  per  square
foot) and Taco Bell ($274 per square foot).
    
    After  giving consideration to the above, we have ascribed  a
market  rent  of $30.00 per square foot to all food court  suites
less  than 1,100 square feet.  For those suites which are larger,
we have used a rate of $22.50 per square foot.
    
Kiosks
    There  are  six  permanent kiosks provided for  at  Cranberry
Mall.  Three are leased according to the following terms:
    
    Tenant       Size (SF)    Annual     Unit Rent
                               Rent
Sunsations          150     $20,000       $133.33
Piercing Pagoda     120     $20,000 *     $166.67
Things Remembered   160     $18,000       $112.50
* Steps to $22,000
    
    
    We  have  leased  the remaining three kiosks at  $20,000  per
annum,  assuming five year terms and flat leases with  no  rental
increases.  Permanent kiosks also pay mall charges.
    
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.  As will be  explained  in  a
subsequent section of this appraisal, we have made allowances  of
$8.00  per  square foot to new (currently vacant) and for  future
turnover space.  We have also ascribed a rate of $1.00 per square
foot  to rollover space.  Raw space is given a $25.00 per  square
foot  allowance.  This assumption offers further support for  the
attainment of the rent levels previously cited.
    
Absorption
    Finally,  our  analysis  concludes that  the  current  vacant
retail  space  will be absorbed over a three year period  through
January  1999.  We have identified 37,662 square feet  of  vacant
space, net of newly executed leases and pending deals which  have
good  likelihood  of coming to fruition.  This is  equivalent  to
19.5  percent of mall GLA and 7.2 percent overall.  It  is  noted
that  vacancy has decreased slightly over the past year.   As  of
January 1, 1995, there were only 37,710 square feet vacant.
    
    The chart on the Facing Page details our projected absorption
schedule.


               TABLE ILLUSTRATING LEASE-UP/ABSORPTION PROJECTIONS
                               FOR CRANBERRY MALL


    The  absorption of the in-line space over a three year period
is  equal to 3,139 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.  We have assumed  a  seven  year
average  lease term with a 10 percent rent step at the  start  of
year five.
    
    Based on this lease-up assumption, the following chart tracks
occupancy through 1999.

        Annual Average
     Occupancy (Mall GLA)
     1996         72.7%
     1997         73.2%
     1998         83.8%
     1999         86.5%

Cinema and Outparcels
    The  cinema and outparcels contribute approximately  $317,700
in  base  rent.  The cinema currently pays $9.47 per square  foot
which steps up to $10.15 per square foot in September 1997.  Long
John  Silver  and  Kentucky Fried Chicken  are  currently  paying
$34,000  and $40,250, respectively.  Both leases have  stipulated
rent increases.
    
Anchor Tenants
    The  final category of minimum rent is related to the  anchor
tenants which pay rent at the subject property.
    
    Anchor tenant revenues are forecasted to amount to $1,340,169
in  calendar year 1996.  This amount is equal to $4.38 per square
foot  of  anchor store GLA and represents 29.4 percent  of  total
minimum  rent.   The following schedule summarizes anchor  tenant
rent obligations.
    
                                 Cranberry Mall
                        Scheduled Anchor Tenant Revenues
  Tenant     Demised Area   Expiration With Options   Annual Rent   Unit Rate
  Caldor       81,224 SF        January 2028           $568,568      $7.00
  Sears        70,060 SF        October 2012           $195,000      $2.78
  Leggett      65,282 SF        March 2027             $228,487      $3.50
  Montgomery   89,260 SF        October 2030           $348,114      $3.90
   Ward
  Total       305,826 SF        ---                  $1,340,169      $4.38

    While  anchor tenants contribute a relatively low  amount  of
rent  on  a  unit  rate basis, it is important to recognize  that
their  aggregate contribution is quite substantial.  With  nearly
30  percent  of  minimum base revenues in  the  initial  year  of
investment, anchor tenant revenues provide stability to the  cash
flow by virtue of their creditworthiness.
    
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 recession.  Sales at many retail establishments
have  been  down  for  the  past few years  and  competition  has
increased  from discounters and category killers.   Finally,  the
subject has 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%
    Thereafter            +3.0%
* 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 60 percent probability that an existing tenant will renew their
lease  while the remaining 40 percent will vacate their space  at
this  time.   While the 40 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  several  months.
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.

                        Cranberry Mall
                     Renewal Assumptions
                 Lease                    Free   Tenant          Lease
  Tenant Type    Term      Rent Steps     Rent  Alterations   Commissions
Mall Shops and   7 yrs.   10% in 4th year  No      Yes            Yes
   Food Court
Kiosks           5 yrs.    Flat            No       No            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
$4,564,530  in  minimum  rental income.  This  estimate  of  base
rental  income  is equivalent to $8.70 per square foot  of  total
owned  GLA.   Alternatively, minimum rental income  accounts  for
60.5  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 2.9 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 7.0 to 10.0  percent.
Anchor  tenants typically have the lowest percentage clause  with
ranges of 1.5 to 3.0 percent most 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 a  substantial  amount  of
tenant  defections and charges, 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 $226 per square foot.

    Thus,  in  the  initial full year of the  investment  holding
period, overage revenues are estimated to amount to $224,864 (net
of  any recaptures) equivalent to $0.43 per square foot of  total
GLA and 3.0 percent of potential gross revenues.
    
    On  balance,  our  forecasts are deemed to  be  conservative.
Generally,  most percentage rent is projected to come from  Sears
and  Wards  with  nearly 68 percent of the property's  forecasted
overage rent.

Sales Growth Rates
    In  the  Retail  Market Analysis section of this  report,  we
discussed  that  retail  specialty store  sales  at  the  subject
property have been declining in recent years.
    
    Retail sales in the Baltimore MSA have been increasing  at  a
compound  annual  rate  of  4.7 percent  per  annum  since  1985,
according to Sales and Marketing Management.  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, we have forecasted  that
sales  for  existing tenants will be flat in 1996.  Subsequently,
we  have forecasted 2 percent growth for 1997, an increase of 2.5
percent in 1998 and 3 percent thereafter.

 Sales Growth Rate Forecast
 Period          Annual Growth Rate
  1996                  Flat
  1997                  + 2.0%
  1998                  + 2.5%
  Thereafter            + 3.0%


    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  40
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, insurance,  common  area
maintenance  (CAM)  and certain miscellaneous  charges  including
mall  and  premise  HVAC.  Miscellaneous  income  is  essentially
derived  from specialty leasing for temporary tenants,  Christmas
kiosks and other charges including special pass-throughs.  In the
first  full   year  of the investment, it is projected  that  the
subject  property  will generate approximately  $2.5  million  in
reimbursements for these operating expenses and $275,000 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 below.   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 Expense          Actual hard cost for year exclusive of interest
                        and depreciation
   Add                  15% Administration fee
   Add                  Interest and depreciation inclusive of allocated
                        portion of renovation expense if applicable
   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).


    All  department  stores pay nominal amounts for  CAM.   Their
contributions are collectively detailed under CAM-MAJORS  on  the
cash flow.  The 1996 budgeted CAM billings for the majors can  be
detailed as follows:
    
                                 Cranberry Mall
              Department Store Common Area Maintenance Obligations
   Store            Description                         Contribution 1996

   Sears        Yrs   1-  5 None                            $13,000
                Yrs    6-10  @ $13,000/Yr. ($.185/SF)
                Yrs  11-15  @  $16,250/Yr. ($.23/SF)
                Option @ $16,250/Yr.

   Leggett      None                                        $     0

   Caldor       Average of first 60 months                  $10,574
                CAM serves as base,
                Then pro-rata increases

   Montgomery   Yrs 1 - 5 @ $44,630/Yr. ($.50/SF)           $44,630
    Ward        +$.05/SF every five years thereafter
                
   Total                                                    $68,204
    
    
    In addition, 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 of CAM.  This has the  effect
of excluding Fashion Bug, Lerner, and the Cinema.  In 1996, their
CAM  contributions are budgeted at $70,685, $77,000 and $180,515,
respectively.
    
Real Estate Taxes
    Anchor  tenants also make contribution to real estate  taxes.
In  general,  the mall standard is for the mall  tenants  to  pay
their  pro-rata share based upon the average occupied area during
the year.
    
    Sears  will  pay based on its pro-rata share over  the  fifth
lease   year.   Both  Caldor  and  Leggett  pay  based  on  their
calculated  share over a base amount.  Wards now has  a  pro-rata
assessment  and  they pay taxes based on this  amount.   Budgeted
1996 anchor tenant tax contributions are as follows:
    
  Major's Real Estate Tax Contributions - 1996
     Caldor             $  41,302
     Leggett            $  24,961
     Montgomery Ward    $  56,449
     Sears              $   8,718
     Total              $ 131,430
    
    
    Finally,  since the new mall standard contribution  is  based
upon an exclusion of tenants in excess of 10,000 square feet, the
Cinema,  Lerner,  and  Fashion  Bug  budgeted  contributions  are
excluded.  The balance of the 1996 budgeted tax expense is passed
through to the mall tenants.
    
Other Recoveries
    Other  recoveries consist of insurance common  area  or  mall
HVAC recovery and premise HVAC recovery.  Insurance billings  are
essentially relegated to older leases within the mall.  The newer
lease structure covers the cost of any of these items within  the
tenants  CAM  charge.  These latter two charges are  assessed  to
tenants  by  lease agreement.  In 1996, the unit market  rate  is
estimated  at  $1.00 per square foot and $1.50 per  square  foot,
respectively.   We  note that management has been  successful  in
negotiating  higher  rates  from  new  tenants.   However,  other
tenants have negotiated rates below these figures.  Therefore, we
have  selected  these rates as they fall near the middle  of  the
range for typical recoveries within the mall.
    
Temporary Leasing and Miscellaneous Income
    Miscellaneous revenues are derived from a number of  sources.
One  of  the more important is specialty leasing.  The  specialty
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 included  forfeited
security  deposits,  temporary kiosk (Christmas)  rentals,  phone
revenues,  lottery commissions, interest income and  income  from
the  renting  of  strollers.   We have  forecasted  miscellaneous
income of $50,000 in 1996.  In addition, management is projecting
$229,600  from temporary tenants in 1996.  We have used  $225,000
in our first year forecast.  On balance, we have forecasted these
aggregate  other revenues at $275,000 which we project will  grow
by  3  percent  per  annum.  Our forecast  for  these  additional
revenues is net of provision for vacancy and credit loss.

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 actually 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  7.0  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 7.0 percent factor as the mall  leases
up based upon the following schedule.

1996             4.0%
1997             5.0%
1998             6.0%
Thereafter       7.0%


    In  this analysis we have also forecasted that there is a  60
percent  probability  that an existing tenant  will  renew  their
lease.   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 the  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 8.0 percent of total potential gross revenues to a high of
22.2  percent.  On average, the total allowance for  vacancy  and
credit  loss  over  the 10 year projection period  averages  12.6
percent of these revenues.

           Total Rent Loss Forecast *
 Year       Credit       Physical      Total Loss
             Loss         Vacancy       Provision
 1996        4.0%          16.5%           20.5%
 1997        5.0%          17.2%           22.2%
 1998        6.0%           5.4%           11.4%
 1999        7.0%           2.7%            9.7%
 2000        7.0%           1.2%            8.3%
 2001        7.0%           1.0%            8.0%
 2002        7.0%           1.6%            8.6%
 2003        7.0%           3.5%           10.5%
 2004        7.0%           6.2%           13.2%
 2005        7.0%           6.7%           13.7%
 Avg.                                      12.6%

*  Includes phased global vacancy provision for
unseen vacancy and credit loss as well as
weighted downtime provision of lease turnover.


    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 conservatively 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 $7,324,983, equivalent  to
$13.96 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                 $7,547,387   $14.39      100.0%
 Less: Vacancy and Credit Loss          $  222,404   $ 0.40        2.9%
 Effective Gross Income                 $7,324,983   $13.96       97.1%

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   and   common   area
maintenance,   utilities  and  insurance.   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.
    
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 like the subject 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.  However,
    as  discussed, we have not forecasted that any  of  these
    charges will be passed along to a mall tenant due to  the
    high cost of occupancy.  Most tenants are subject to a 15
    percent   administrative  surcharge  although  some   are
    assessed  25  percent.   Historically,  the  annual   CAM
    expense  (before anchor contributions) can be  summarized
    as follows:

      Historical CAM Expense
     Year           Aggregate Amount
1993                    $1,027,000
1994                    $1,237,000
1995 Forecast           $1,348,000
1996 Budget             $1,320,000


    The  1996  CAM  budget is shown to be  $1,320,000  before
    interest and depreciation charges.  An allocation of this
    budget  by  line item provided in the Addenda.   We  have
    used  $1,325,000  in  our analysis, equal  to  $6.86  per
    square foot of mall GLA.  Provided on the Facing Page  is
    a  survey  of  comparable CAM budgets of  other  regional
    malls which support this estimate.


              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 $670,520.  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 and major tenant contributions
    which are estimated at $243,354 in 1996.
    
    HVAC  -  This expense is essentially related to providing
    service  for  heating, ventilating and air  conditioning.
    The  tenants  at Cranberry Mall reimburse for  both  mall
    HVAC  (common area) and premise HVAC (individual  usage).
    These recoveries have been detailed previously.  The 1996
    expense to ownership is budgeted at $405,000.
    
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  the  operation  of  the  mall,  including
    salaries,   travel  and  entertainment,  and   dues   and
    subscriptions.  A provision is also made for professional
    services  including legal and accounting fees  and  other
    professional  consulting services.  In 1996,  we  reflect
    general and administrative expenses of $55,000.
    
    Merchant  Association/Marketing -  Merchants  Association
    charges represent the landlord's contribution to the cost
    of  the association for the property.  Also included  are
    expenses   related  to  the  temporary   tenant   program
    including payroll for the promotional and leasing  staff.
    In  the initial year, the cost is forecasted to amount to
    $75,000.
    
    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 $100,000.
    
    Management  -  The  annual cost of managing  the  subject
    property  is  projected to be 4.0 percent of minimum  and
    percentage  rent.  In the initial year of  our  analysis,
    this amount is shown to be $191,541.  Alternatively, this
    amount  is  equivalent to approximately  2.6  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  40  percent.  We have forecasted a rate of $1.00  per
    square  foot for renewal (rollover) tenants, based  on  a
    renewal  probability  of 60 percent.   The  blended  rate
    based  on  our  60/40 turnover probability  is  therefore
    $3.80  per square foot.  For "raw" space which has  never
    been occupied, we have used a charge of $25.00 per square
    foot.    It  is  also  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.
    
    Leasing   Commissions  -  Ownership  has  recently   been
    charging  leasing  commissions  internally.   A   typical
    structure  is $3.00 per square foot for new  tenants  and
    $1.25  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.  We have elected
    to  model this same formula as it is within the range  of
    charges  we  have seen for these services.  The  cost  is
    weighted    by   our   60/40   percent   renewal/turnover
    probability.   Thus,  upon lease  expiration,  a  leasing
    commission  charge  of  $1.95 per square  foot  would  be
    incurred.
    
    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
    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 $200,000 in 1996 and 1997 and $50,000 per
    annum   thereafter  as  a  contingency  fund  for   these
    unforeseen expenses.
    
    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 $0.15 per square foot of owned GLA  during
    the  first  year, thereafter increasing  by  our  expense
    growth rate throughout our cash flow analysis.

Net Operating 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 $4.43 million which is equivalent to  60.5
percent  of  effective  gross income.  Deducting  other  expenses
including  capital items results in a net cash flow  before  debt
service of approximately $4.04 million.

                    Cranberry Mall
                   Operating Summary
           Initial Year of Investment - 1996
                        Aggregate Sum    Unit Rate*  Operating Ratio
Effective Gross Income   $7,324,983        $13.96         100.0%
Operating Expenses       $2,892,061        $ 5.51          39.5%
Net Operating Income     $4,432,922        $ 8.45          60.5%
Other Expenses           $  389,441        $  .74           5.3%
Cash Flow                $4,043,481        $ 7.71          55.2%
*  Based on total owned GLA of 524,556 square feet.


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

 Net Operating Income    3.2%

        Cash Flow:       3.0%

    Growth   rates   are  shown  to  be  3.2  and  3.0   percent,
respectively.  We note that this annual growth is a result of the
atypcial  income  in  the early years of the  cash  flow  due  to
vacancy.  On a stabilized basis (1998-2005), net income growth is
shown  to be only 1.9 percent which is a more reasonable forecast
for a real estate investment 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 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      Winter 1994            Spring 1995             Winter 1995
Parameters    Low       High         Low        High         Low        High
   rs
OAR/      6.50-9.50   7.50-9.50   7.00-8.50   7.50-8.50   7.00-8.00   7.50-9.00
Going-In     7.6         8.4         7.50        8.1         7.47        8.25
OAR/      7.00-9.50   7.50-10.50  7.50-8.75   8.00-9.25   7.00-9.00   8.00-10.00
Terminal     8.0         8.8         7.95        8.6         8.17        8.83
IRR      10.00-11.50 10.00-13.00 10.00-11.50 11.00-12.00 10.00-11.50 10.50-12.00
            10.5        11.5        10.70       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 Equity IRR      QUARTER           QUARTER          YEAR AGO
RANGE                      10.00%-14.00%     10.00%-14.00%     10.00%-14.00%
AVERAGE                        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

        Cranberry  Mall  is  a mall which has not  yet  realized  its
potential.  It is still, however, the dominant retail destination for  the
Westminster area of Carroll County.  In addition to its four  strong  anchor
stores,  mall  shops  are reasonably  well merchandised.  The trade area is
relatively affluent and growing, and  the physical plant is in good condition.
The potential  for future mall competition is unlikely in this region but
category killers and discounters pose a threat.
    
    We do note that occupancy costs are moderately high which has
the  effect of restricting market or base rent growth.   We  also
note  the  necessary sizable lease-up of mall space in  order  to
stabilize  operations may be problematic in the short  term.   On
balance, a property with the characteristics of the subject would
potentially  trade  at  an overall rate  between  9.50  and  10.0
percent  based  on first year income operating  on  a  stabilized
operating  income basis.  It is difficult to be  more  optimistic
with  this  type  of analysis when the property requires  a  high
level of absorption for lease-up.

    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 9.75 to 10.25 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 10.0 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 $62.9 million based on 2006 net income of
approximately $6.29 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 and
Net Income 2006   Gross Sale Price   Miscellaneous Expenses @2.0%  Net Proceeds
$6,288,236        $62,882,360        $1,257,650                    $61,624,700
    
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 Bond Yields (%)          February, 1996
      Reserve Bank Discount Rate                        5.00
      Prime Rate (Monthly Average)                      8.25
      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
  Year     Leases     (SF)  Cumulative %
  1996        2      1,234      .64%
  1997       23     52,838    28.00%
  1998        5      5,708    31.00%
  1999        9     23,811    43.30%
  2000        7      9,484    48.20%
  2001        3      6,100    51.30%
  2002        5      3,055    52.90%
  2003       13     25,357    66.10%
  2004       26     62,026    98.20%
  2005       20     37,308   117.50%

*Includes mall shops, kiosks and food court.


    From  the  above, we see that a large percentage (28 percent)
of  the GLA will expire by 1997.  The largest expiration year  is
2004  when leases totaling 62,026 square feet of the center  will
expire.   Over  the  total  projection  period,  the  mall   will
completely turnover.  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 12.25 and 12.75 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 60 percent probability that existing retail tenants
                will renew their lease. 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. It
                is assumed that new leases are written for an average of 7
                years with a rent step of 10 percent in year 5.  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 no rent increase.

        4.      Market rents have been established for 1996 based upon an
                overall average of about $17.00 per square foot for in-line
                mall shop space. Subsequently, it is our assumption that market
                rental rates for mall tenants will remain flat for two years,
                increasing by 2.0 percent in 1998 and 3.0 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 be flat in 1996 and then grow by 2.0
                percent in 1997, 2.5 percent in 1998 and 3.0 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 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 and premise 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 40 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.  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 7.0 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 4.0 percent of minimum and percentage rent annually.
                Taxes are also 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
                $78,500 equal to approximately $0.15 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 $1.00 per square foot
                with "raw" space getting $25.00 per square foot.  Leasing
                commissions reflect a rate structure of $3.00 per square foot
                for new leases and $1.25 per square foot for renewal leases.  A
                contingency provision for other capital expenditures of
                $200,000 per annum in years 1 and 2 and $50,000 per annum
                thereafter has been made.

    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
12.25  to  12.75  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  12.25  to  12.75 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 facing page.
    
    Through such a sensitivity analysis, it can be seen that  the
present  value  of the subject property varies from approximately
$44.2  to  $46.5 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  12.50 percent and a terminal rate  around  10.00
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 $45.0 million for the subject property as of January  1,
1996.  The indices of investment generated through this indicated
value conclusion are shown on the following page.

    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.


                         DISCOUNTED CASH FLOW ANALYSIS
                     Cranberry Mall (Westminster, Maryland)
                           Cushman & Wakefield, Inc.

          Net          Discount     Present Value  Composition   Annual Cash
Year    Cash Flow   Factor @ 13.5%  of Cash Flows   of Yield    on Cash Return

One     $4,043,481 x  0.888889    =  $3,594,205       7.93%          8.99%
Two     $3,837,570 x  0.790123    =  $3,032,154       6.69%          8.53%
Three   $4,619,638 x  0.702332    =  $3,244,519       7.16%         10.27%
Four    $4,987,355 x  0.624295    =  $3,113,581       6.87%         11.08%
Five    $5,200,288 x  0.554929    =  $2,885,790       6.37%         11.56%
Six     $5,303,782 x  0.493270    =  $2,616,198       5.77%         11.79%
Seven   $5,386,885 x  0.438462    =  $2,361,946       5.21%         11.97%
Eight   $5,368,235 x  0.389744    =  $2,092,239       4.62%         11.93%
Nine    $5,155,504 x  0.346439    =  $1,786,070       3.94%         11.46%
Ten     $5,257,905 x  0.307946    =  $1,619,152       3.57%         11.68%

Total Present Value of Cash Flows   $26,345,855      58.13%         10.92% Avg

Reversion:
Eleven  $6,288,236 (1) / 10.00%   = $62,882,360
        Less: Cost of Sale @ 2%      $1,257,647
        Net Reversion               $61,624,713
        x Discount Factor              0.307946

Total Present Value of Reversion:   $18,977,093      41.87%

Total Present Value                 $45,322,948     100.00%

ROUNDED:                            $45,000,000

        Owned GLA (SF):                 193,125

        Per Square Foot of Owned GLA:      $233

        Implicit Going-in Capitalization Rate:
                Year One NOI         $4,432,922
                Going-In Cap Rate         9.85%

        CAGR Concluded Value to Reversion 3.09%

Note:  (1) Net Operating Income


                       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               $42,500,000 - $44,500,000
Income Approach                    
    Discounted Cash Flow                $45,000,000

    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.

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:

                   FORTY FOUR MILLION DOLLARS
                           $44,000,000



                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.

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/ Richard W. Latella                   /s/ Jay F. Booth

   Richard W. Latella, MAI                  Jay F. Booth
   Senior Director                          Retail Valuation Group
   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
1994.

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)
                                
                GRAPHICH SHOWING PRO-JECT LEASE ABSTRACT REPORT
                                
             GRAPHICH 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 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



- - - ------------------------------------------------------------------------------
                             COMPLETE APPRAISAL OF
                                 REAL PROPERTY

                          The Mall at Assembly Square
                              133 Middlesex Avenue
                     City of Somerville, Middlesex County,
                                 Massachusetts


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



                              IN A SUMMARY REPORT

                             As of January 1, 1996







                             Shopco Regional Malls
                              Limited Partnership
                     3 World Financial Center - 29th Floor
                           New York, New York  10013





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







April 1, 1996

Shopco Regional Malls
Limited Partnership
3 World Financial Center
29th Floor
New York, New York  10013

Re: Complete Appraisal of Real Property
   The Mall at Assembly Square
   133 Middlesex Avenue
   City of Somerville, Middlesex County, Massachusetts

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 Shopco Regional Malls LP (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 Richard W.
Latella, MAI.  Brian J. Booth has provided significant assistance in the
analysis contained herein.

This is a complete Appraisal in a Summary Report which is intended to comply
with the reporting requirements set forth under Standards Rule 2-2b) 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.

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:

               TWENTY-THREE MILLION FIVE HUNDRED THOUSAND DOLLARS
                                  $23,500,000

This value conclusion may be alloocated to the following components:

         Mall                     $22,000,000
         Expansion Land             1,500,000
                                   ----------
                                  $23,500,000

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/Brian J. Booth

Brian J. Booth
Retail Valuation Group


/s/Richard W. Latella

Richard W. Latella, MAI
Senior Director
Retail Valuation Group
State of Massachusetts Certified General Appraiser
License No. 4287




BJB:RWL:emf
C&W File No. 96-9064-1



                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS
               --------------------------------------------------

Property Name:                          The Mall at Assembly Square

Location:                               133 Middlesex Avenue
                                        City of Somerville, Middlesex
                                        County, Massachusetts

Assessor's Parcel Number:               Map 086, Lot A-1

Interest Appraised:                     Leased fee

Date of Value:                          January 1, 1996

Date of Inspection:                     February 16, 1996

Ownership:                              Shearson Shopco Malls, LP

Land Area: Mall Site                    23.9267+/- AC
      Expansion Land:                    2.0000+/- AC reported by ownership
                                        -------
                                        25.9267+/- AC

Zoning:                                 Business Park Assembly

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

      As Improved:                      Continued retail use with future
                                        expansion/redevelopment potential.

Improvements
      Type:                             Single level regional mall

      Gross Leasable Area                               Allocation
             Jordan Marsh                72,240+/- SF
             Kmart                       94,800+/- SF
                                        -------
             Total Anchor Stores        167,040+/- SF      51.8%
             Mall Stores                155,194+/- SF      48.2%
                                        -------            -----
             Total GLA                  322,234+/- SF     100.0%

      Condition:                        Good

Operating Data and Forecasts
      Current Vacant Space:             36,105 SF

      Current Occupancy:                76.7% based on mall gross leasable area
                                        (inclusive of pre-committed tenants).

      Forecasted Stabilized Occupancy:  92.0%

      Forecasted Date of Stabilized
        Occupancy:                      January 1, 1999

      1996 Operating Expenses
        (Budget):                       $2,811,756 ($18.12/SF of mall GLA)
        (Appraiser's Forecast):         $2,652,498 ($17.09/SF of mall GLA)

Investment Assumptions
      Holding Period:                   10 years

      Income Growth Rate:               Flat 1996-1998
                                        +2.0% - 1999
                                        +3.0% - Thereafter
      Expense Growth Rate:              +3.5%
      Sales Growth Rate:                -5.0% - 1996
                                        Flat  - 1997
                                        +2.0% - 1998
                                        +3.0% - Thereafter
      Other Income:                     +3.0%
      Tenant Improvements
        New Mall Tenants:               $8.00/SF

        Renewing Mall Tenants:          $1.00/SF
      Vacancy between Tenants:          8 months
      Renewal Probability:              60%
      Terminal Capitalization Rate:     10.50%
      Cost of Sale at Reversion:        2.00%
      Discount Rate:                    12.75%

Value Indicators
      Sales Comparison Approach:        $21,000,000 - $23,000,000

      Income Approach
        Discounted Cash Flow:           $21,500,000

Value Conclusion:  Mall                 $22,000,000

Exposure Time Explicit in
  Value Conclusion:                     Not more than 12 months

Resulting Indicators
      CY 1996 Net Operating Income:     $1,646,746
      Implicit Overall
        Capitalization Rate:            7.49%
      Price Per SF of Owned GLA:        $68.27
      Price Per SF of Mall Shop GLA:    $141.76

Value Conclusion
      Expansion Land:                   $1,500,000

Total Value:                            $23,500,000

Special Assumptions
1.   Throughout  this  analysis  we have  relied  on  information
     provided by ownership and management which we assume  to  be
     accurate.   We  have been provided with summary  information
     only  for  new  leases in the form of a rent roll  or  lease
     abstracts.   We  have not been provided  with  actual  lease
     documents.   There  has been a substantial deterioration  of
     the  tenant mix and leasing status since our last  appraisal
     report.  Management has seen the need to renegotiate several
     leases  over  the past several months.  All tenant  specific
     assumptions are identified within the body of this report.

2.   In  past appraisals we have identified a 2.0+/- acre tract  as
     being  excess land, as it was held for a possible expansion.
     We  assume  that  this  land would  still  be  available  to
     accommodate  up  to 60,000 square feet of building  area  as
     proposed.

3.   We  have  not  reflected  any  of  the  proposed  costs  (or
     benefits)  of  the  on-going litigation  with  the  adjacent
     proposed Stop N Shop retail development on the former Porter
     site.

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  applied  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.   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.

     We  understand  that,  for an existing  structure  like  the
     subject, compliance can be accomplished in stages as all  or
     portions  of  the building are periodically renovated.   The
     maximum  required  cost  associated with  compliance-related
     changes  is 20 percent of total renovation cost.  A  prudent
     owner  would  likely include compliance-related  charges  in
     periodic  future common area and tenant area  retrofit.   We
     consider   this  in  our  future  projections   of   capital
     expenditures and retrofit allowance costs to the landlord.

     At  this  time,  most buyers do not appear to be  reflecting
     future ADA compliance costs for existing structures in their
     overall  rate or price per square foot decisions.   This  is
     recent legislation and many market participants are not  yet
     fully  aware of its consequences.  We believe that over  the
     next  one  to  two  years, it will become more  of  a  value
     consideration.  It is important to realize  that  ADA  is  a
     Civil  Rights  law, not a building code.  Its intent  is  to
     allow  disabled persons to participate fully in society  and
     not intended to cause undue hardship for tenants or building
     owners.

5.   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.

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


                               TABLE OF CONTENTS
                           -------------------------
                                                             Page

PHOTOGRAPHS OF SUBJECT PROPERTY                                 1

INTRODUCTION                                                    5
  Identification of Property                                    5
  Property Ownership and Recent History                         5
  Purpose and Intended Use of the Appraisal                     5
  Extent of the Appraisal Process                               5
  Date of Value and Property Inspection                         6
  Property Rights Appraised                                     6
  Definitions of Value, Interest Appraised, and Other Pertinent
  Terms                                                         6

REGIONAL ANALYSIS                                               8

NEIGHBORHOOD ANALYSIS                                           15

RETAIL MARKET ANALYSIS                                          16

THE SUBJECT PROPERTY                                            25

REAL PROPERTY TAXES AND ASSESSMENTS                             26

ZONING                                                          27

HIGHEST AND BEST USE                                            28

VALUATION PROCESS                                               29

EXPANSION LAND                                                  30

SALES COMPARISON APPROACH                                       32

INCOME APPROACH                                                 48

RECONCILIATION AND FINAL VALUE ESTIMATE                         83

ASSUMPTIONS AND LIMITING CONDITIONS                             85

CERTIFICATION OF APPRAISAL                                      87

ADDENDA                                                         88


                        PHOTOGRAPHS OF SUBJECT PROPERTY
                    ---------------------------------------

PHOTOGRAPH:  Depicting exterior view of Kmart facade.

PHOTOGRAPH:  Depicting front elevation of the mall.

PHOTOGRAPH:  Depicting view of Jordan Marsh facade.

PHOTOGRAPH:  Depicting front elevation looking past Kmart.

PHOTOGRAPH:  Depicting interior view.

PHOTOGRAPH:  Depicting interior view.

PHOTOGRAPH:  Depicting interior view of new food court.

PHOTOGRAPH:  Depicting interior view of new food court.


                                  INTRODUCTION
                              --------------------

Identification of Property
    The subject property is the Mall at Assembly Square, a single
level,  barbell  shaped  enclosed  regional  mall  with  a  gross
leasable   area  of  322,234+/-  square  feet.   Located   at   the
intersection of Middlesex Avenue and Interstate 93 in the City of
Somerville,  Massachusetts, the mall is anchored by Jordan  Marsh
and Kmart.  Over the past two years, the subject has completed an
interior renovation that has substantially altered its appearance
and enhanced its appeal.  In past appraisals we have identified a
2.0+/-  acre  tract  as being excess land, as it  was  held  for  a
possible  expansion.  Given the property's deminished  investment
appeal,  we have elected to no longer apply any additional  value
to this site.
    
Property Ownership and Recent History
    Title  to  the  subject property is held by  Shearson  Shopco
Malls  LP.  Title was acquired on October 11, 1988 from  Assembly
Square Trust for a reported consideration of $42,538,000.  It  is
currently occupied by a number of tenants as a place of business.
Details  of  the major leases are provided in our  original  full
narrative report.  A current tenant listing is contained  in  the
Addenda to this report.
    
    The  subject  has  been  negatively affected  by  the  global
troubles  of  many  of  the large national  and  regional  retail
changes.  As a result of many tenants leaving the mall, and other
tenants  affected by aggressive competition, sales  at  the  mall
have  suffered.  As such, management has been put in the position
of  having  to  renegotiate  several  leases  in  order  to  keep
additional tenants from leaving the center.  Further details will
be offered at a latter point in this appraisal.

Purpose and Intended Use of the Appraisal
    The  purpose  of  this summary appraisal is to  estimate  the
market value 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 on January 1,
1995  and  we have focused 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 with Caroline Kennedy, the mall
     manager.

   - 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 management.

   - Reviewed a detailed history of income and expense and a budget forecast
     for 1996 including the budget for planned capital expenditures and repairs.

   - Reviewed a current independent market study and demographics prepared by
     Equifax National Decision Systems.

   - 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 a detailed discounted cash flow analysis for the purpose of
     discounting a forecasted net income stream to a present value.

   - Conducted market inquiries into recent sales of similar regional malls
     to ascertain sales price 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 with a
     reconciliation of each approach and a final value conclusion presented.
    
Date of Value and Property Inspection
    Our  date of value is January 1, 1996.  On February 16,  1996
Richard  W. Latella, MAI inspected the subject property  and  its
environs.

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.
    
MAP:  DEPICTING GEOGRAPHIC LOCATION OF PROPERTY

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.
    
The following definitions are taken from various sources:
    
    Market Value As Is on Appraisal Date
    Value of the property appraised in the condition observed
    upon  inspection and as it physically and legally  exists
    without   hypothetical   conditions,   assumptions,    or
    qualifications on the effective date of appraisal.
    
Legal Description
    A legal description is retained in our files.


                               REGIONAL ANALYSIS
                           -------------------------

Metropolitan Boston Area Analysis

    Introduction
    The subject of this appraisal, The Mall at Assembly Square is
located  in  the  City of Somerville.  Area wide economic  trends
have  a  direct impact on real estate values and as a result,  we
have  included  a  brief  discussion of regional  trends  as  the
foundation for our discussion of the subject area.
    
    Somerville is located in the Boston  MSA.  The city of Boston
is  the  capital  of  the Commonwealth of Massachusetts  and  the
economic, educational, cultural and transportation focal point of
New  England.  The region traditionally had an economy  based  in
manufacturing,  especially in textiles  and  related  industries.
Manufacturing  concerns  increasingly  relocated  to  lower  cost
regions  during  the  1950s  and 1960s,  leading  to  significant
employment losses and to a regional recession.  The economy began
to  diversify  into more service oriented activities  during  the
1970s,  with particular concentrations in financial services  and
the legal field.
    
    During   the   mid-1980s,   the  metropolitan   Boston   area
experienced unprecedented growth, which was often referred to  as
the   "Massachusetts   Miracle".    In   Eastern   Massachusetts,
particularly    the   greater   Boston   area,    the    economic
characteristics of the area were very favorable resulting  in  an
expanding  population  created  by  in-migration  for  employment
opportunities.    Consequently,   construction    increased    to
accommodate the expansion of the population and area businesses.
    
    The  1990s arrived with the largest national recession  since
the  Great  Depression of the 1920s and 1930s.  National  defense
spending, a regional mainstay, has been cut thus far during  this
decade.  The computer industry, formerly heavily focused on micro-
and  main-frame  computers, experienced  a  structural  shift  to
personal  computers causing substantial job losses.  As a  result
of  the  decline in these sectors, as well as a number  of  other
issues,  governmental  budgets for  the  first  time  experienced
shortfalls  and the region's largest bank failed.   In  the  real
estate  sector,  supply out-paced demand,  vacancies  and  market
exposure  times increased, and new construction effectively  came
to  a  halt.  The sudden decline in the property markets  led  to
depreciation  in  values  for most  types  of  real  estate,  and
contributed  to  a  comprehensive  regional  slowdown.   At   the
beginning  of 1993, the market began to stabilize and during  the
remainder  of  the year job losses slowed and unemployment  rates
began  to  fall,  a trend which has continued into  1995.   These
issues are discussed in detail in the following paragraphs.

Population
    As  shown  in  the  following table,  the  1990  U.S.  Census
indicated   a   total   population  for   the   Commonwealth   of
Massachusetts of approximately 6,014,425, up 4.9 percent from the
1980  Census estimates.  According to the 1990 Census, more  than
20  percent  of the entire New England population is included  in
the Boston Primary Metropolitan Statistical Area (PMSA) which had
a total population of 2,870,650.

                         Regional Population Statistics
                                 and Forecasts
                            1990               1997            % Change
Boston PMSA                 2,870,650(1)       2,928,082       2.0%(2)
Boston CMSA                 4,171,747(1)       4,255,076       2.0%(2)
Massachusetts               6,014,425(1)       6,030,700        .3%(3)
New Englan                 13,200,000(2)      13,292,000        .6%(3)

Sources:        1 1990 U.S. Census Reports
                2 Equifax National Decision Systems
                3 New England Economic Project


    The  New  England  Economic Project (NEEP), a  consortium  of
regional  economists, estimated that the Massachusetts population
would  increase  approximately  .3  percent  by  1997  versus  an
estimated increase for the New England Region of approximately .6
percent.   The  low  rate  of change in population  is  primarily
attributed   to   anticipated  changes  taking   place   in   the
manufacturing and defense industries, both major employers in the
region.    Equifax  National  Decision  Systems  (ENDS),  another
demographic  reporting  firm, shows a Boston  MSA  population  of
5,734,847  as  of 1995.  It is unclear how they  define  MSA  but
their  data also provides a projection of 5,849,397 to  the  year
2000.
    
Income
    The  dramatic  surge  in income levels during  the  early  to
middle  1980s  was one of the driving forces behind  the  rapidly
expanding New England economy.  ENDS reports per capita income in
Massachusetts increased from $7,458 in 1980 to $17,224  in  1990,
an  overall  increase of approximately 131 percent or a  compound
annual  increase of approximately 8.7 percent over the  ten  year
period.
    
    According  to ENDS, average household income in Massachusetts
grew at a compound rate of 6.76 percent between 1980 and 1995  to
$55,322.   Through  2000,  the rate of change  is  forecasted  to
decline  slightly to 5.98 percent.  The corresponding growth  for
the  Boston  MSA is 6.87 percent and 5.96 percent,  respectively.
As of 1995, the reported average household income for the MSA was
$57,270, Making the region slightly more affluent than the  state
as a whole in terms of this single income measure.
    
Housing
    The resurgence of the New England and Massachusetts economies
during  the  mid-  1980s was attended by a dramatic  increase  in
housing  values.   As shown in the following  table,  the  median
value of existing single family homes in the greater Boston  area
increased  from  $82,600 in 1983 to a high of $183,800  in  third
quarter  1989,  an increase of approximately 122  percent  or  an
average annual increase of about 20 percent.  Much of New England
experienced similarly large increases.

                   Median Sales Prices - Single Family Homes
                            Boston Metropolitan Area

                   Year       Median   % Change
                              Price
                   1983     $82,600       3.0%
                   1984     $100,000     21.1%
                   1985     $134,200     34.2%
                   1986     $159,200     18.6%
                   1987     $177,200     11.3%
                   1988     $181,200      2.3%
                   1989     $181,900      0.4%
                   1990     $174,100   ( 4.3%)
                   1991     $170,100   ( 2.3%)
                   1992     $171,100       .6%
                   1993     $173,200      1.2%
                   1994     $179,100      3.4%
                   1995
                 (2nd Qtr)  $179,000
Source:  National Association of Realtors


    Data  through the second quarter 1995 shows that  the  median
price  continues  to  be firm with the year end  1994  amount  of
$179,100.  The 3.4 percent increase in 1994 was the largest since
1987.   Despite this increase in value, housing starts were  down
12  percent in September and are expected to be down for the year
in the state.

Transportation
    The   Boston  Metropolitan  area  is  served  by  four  major
interstate highways:  I-90, I-93, I-95/Mass. Route 128 and I-495.
Boston  truly provides the hub of this highway network with  I-95
serving  as  the  inner circumferential highway  with  extensions
north  and  south,  I-495  acting as  the  outer  circumferential
highway  and I-90 representing the radial extending to  the  west
and  I-93  to  the  northwest.   The  series  of  state  highways
supplementing the interstate system are generally adequate from a
directional  basis  but all of these highways  are  overburdened.
Commuter   traffic  far  exceeds  the  design  and   construction
capacities  and congestion in the Downtown Boston and I-95  areas
continues to increase.
    
    The  Central  Business  District is directly  served  by  the
Central Artery, a limited access highway that is a portion of  I-
93.   The  artery  connects with the Callahan and Sumner  Tunnels
which   provide  access  to  Logan  International   Airport   and
communities   to   the  northeast.   The  capacities   of   these
thoroughfares  are  insufficient to meet the  current  levels  of
demand and result in congestion during peak travel periods.  As a
result,  the  Commonwealth of Massachusetts has been appropriated
$4.4 billion by the Federal Highway Administration to depress the
Central  Artery and construct a third harbor tunnel  between  the
city  and Logan Airport.  This major reconstruction of the city's
main  arterial road system is intended to alleviate  the  current
congestion  problem.  The new Central Artery is  to  include  two
more  lanes than the existing roadway and will connect with  both
the  existing and new tunnels.  The new tunnel is to extend  from
the  termination  of I-90 and its intersection with  I-93  in  an
easterly direction under Boston Harbor and emerge in East  Boston
at  Logan Airport.  The tunnel, intended specifically for airport
traffic,  is  expected to facilitate access to  the  airport  and
alleviate  a  major source of congestion on the  Central  Artery.
The  demolition  and  excavation  for  the  third  harbor  tunnel
commenced in early 1992.  Construction for the depression of  the
artery  began at approximately the same time as the third  harbor
tunnel.   Major construction work on the artery is not to  start,
however, until after the third harbor tunnel is completed.
    
    These  transportation improvements will  impact  the  subject
market  during  the extended construction period by  discouraging
shoppers  from traveling into the Downtown and Back Bay areas  of
the  city.   The  suburbs  will become  more  attractive  because
parking is free and there will be less traffic congestion.

Employment and Economic Trends
    Massachusetts  reportedly  lost  11.3  percent  of  its  jobs
between  1989 and 1992, more than any other state in the  nation.
The  losses  came  from all sectors, but the manufacturing,  high
technology  and construction trades were considered  the  hardest
hit.   In addition, many white collar positions were lost in  the
computer, finance, real estate and banking services industries.
    
    Preliminary  data through December 1995 show that  the  state
has  reversed  this  trend with approximately 29,000  jobs  being
added.  On an employment base of 3.15 million, this represents an
increase  of slightly less than 1 percent.  Massachusetts  lagged
the U.S. economy which grew by 2.8 percent.
    
    The  state  is still reeling from the massive downsizing  and
consolidation  which  has taken place in banking,  computers  and
defense.   In addition, high costs and an unfavorable  industrial
mix  continue to hamper growth.  Taxes remain one of the  biggest
costs  of  doing  business and wages remain  above  the  national
average.  In addition, electricity and health insurance costs are
among  the highest in the nation.  Despite an improvement in  the
general  business climate in recent years, an effort  spearheaded
by  the  Weld Administration, these regional factors continue  to
hamper growth in the state.
    
    The following table depicts the breakdown of non-agricultural
employment for the Boston MSA as of September 1995.

                    Non-Agricultural Employment Distribution
                               By Industry Group
                                  Boston MSA *

Industry                                Percentage              Employment

Government                              11.9%                     213,000
Construction                             3.0%                      54,600
Manufacturing                           12.4%                     221,200
Transportation, Communication            4.4%                      78,700
  and Utilities
Wholesale & Retail Trade                21.6%                     387,000
  Finance, Ins. & Real Estate            8.5%                     152,100
Services                                38.2%                     683,700
                                       -----                    ---------
Total Employment                       100.0%                   1,790,800

* As of May 1995

Source:  U.S. Department of Labor
    
    
    As  can  be seen from the chart, Services account for  nearly
685,000 jobs or 38.2 percent of employment.  This is followed  by
Wholesale  & Retail Trade (21.6 percent) and Manufacturing  (12.4
percent).
    
    The  manufacturing sector continues to be the state's Achilles
heal.  More than 200,000 manufacturing jobs have been lost in the
past decade.  Although cutbacks and layoffs have slowed in recent
years,  they have not ended.  During the second quarter  of  1995
Westboro-based computer maker Data General Corp. announced  plans
to  eliminate between 500 and 600 jobs over the next  two  years.
This  news followed Wang Laboratories' decision to cut 1,000 jobs
by  the end of 1995.  In addition, Digital Equipment continues to
shrink its workforce to remain competitive and Raytheon continues
to  steadily  layoff workers as defense contracts continue  their
downward  spiral.  Looking ahead, continued cuts at  the  state's
defense-related manufacturers are likely as military budgets  are
trimmed.   Because of these factors, WEFA forecasts manufacturing
employment  to  continue  to decline  at  a  rate  exceeding  the
national average over the next ten year period.
    
    Not  surprisingly, the non-manufacturing sector, particularly
services,  has  been  the growth sector  in  the  state  economy.
Software,  management  and engineering  services,  education  and
health care have all contributed to the gains.  In addition, high-
technology software firms, like Lotus and Powersoft, continue  to
fill  the  void left by the state's large computer manufacturers.
Looking  ahead, Massachusetts will continue to benefit  from  its
information  industries  including  software,  higher  education,
consulting, biotechnology and mutual funds.  Other industries  on
a   hiring   trend  include  computer  products   and   services,
electronics,  health  services,  telecommunications  and  retail.
Behind  the  growth of these industries, expect non-manufacturing
employment  in Massachusetts to expand at a rate of  roughly  2.0
percent during the 1995-1998 period.
    
    The  unemployment  rates in Massachusetts, which  lagged  the
nation  as  a  whole  throughout most  of  the  1980s,  increased
dramatically to a high of 9.3 percent during the summer of  1991,
well above the national figure.  By contrast, during much of  the
mid-1980s,  unemployment rates in the region of  3.0  percent  or
less were maintained.
    
    The   preliminary   (December  1995)  seasonally   unadjusted
unemployment rate for Massachusetts was 4.8 percent and  for  the
United  States was 5.2 percent.  The December report for  greater
Boston  was 4.1 percent.  These rates represent dramatic declines
in  the  unemployment rates since the peaks in 1991 and a decline
of four-tenths of a percent from 1994.
    
    NEEP  continues to forecast that a lasting economic  recovery
in  New  England will lag the nation.  While they expect non-farm
employment growth to continue next year, manufacturing employment
is  expected to continue to decline for the near term.  Services,
wholesale and retail trade, as expected, are leading job  growth.
The  New  England region, however, is not expected to  reach  its
peak  1988  employment level again until later  in  this  decade,
according to the NEEP conferees.
    
    In  support  of  NEEP's  projections,  the  1995  edition  of
Emerging  Trends  in Real Estate published jointly  by  Equitable
Real  Estate  Investment  Management  and  Real  Estate  Research
Corporation  ranked  Boston eighth of sixteen major  metropolitan
areas  with  comments that included "expect higher  ranking  next
year"  and  ranked  it  "best  of  the  Northeast  markets".   It
indicated  that the market had bottomed out in 1994 and  expected
it to rank near the top next year.

Retail Sales
    The  following table summarizes historic retail sales for the
Boston  Metropolitan  Statistical Area (MSA)  for  the  ten  year
period from 1985 to 1994.

                              Retail Sales (000's)
                                   1985-1994
                          Year             Boston MSA *
                          1985             $27,703,685
                          1986             $30,511,219
                          1987             $30,766,529
                          1988             $32,195,958
                          1989             $32,596,223
                          1990             $32,453,768
                          1991             $33,301,185
                          1992             $30,341,790
                          1993             $30,957,096
                          1994             $33,239,908
                   Compounded Annual
                  Growth Rate '85-94         +2.04%
                       CAGR '90-94             .60%

* Boston MSA includes Boston, Lawrence, Lowell and Brockton Areas.

Source:  Sales and Marketing Management Survey of Buying Power


    As  can be seen from the above, retail sales have grown at an
average  annual  rate  of approximately 2.0 percent  since  1985.
However,  sales  actually declined in 1992 as  a  result  of  the
regional   recession.   Since  that  time  they  have   recovered
slightly, growing at .60 percent per annum since 1990 including a
7.4 percent increase in 1994.
    
Conclusion
    The  New  England  region is currently  within  a  period  of
recovery  in  most economic sectors.  Economists associated  with
both  private and public agencies believe that a lasting recovery
began  in 1993, and employment growth rates in most major sectors
have  increased as support for this contention.  The overall pace
of  the  economic  recovery is expected to be slow,  however,  as
continued  job  losses  in  the manufacturing,  health  care  and
banking sectors are expected to have a tempering effect resulting
from  these industries experiencing structural changes.   Current
population projections show that, overall, job growth is expected
to  take the form of replacements for past losses rather  than  a
return to significant in-migration.  These "replacement" jobs are
expected  to  be  largely  in the service  sectors,  however,  as
personal  income  growth is expected to  continue  to  grow,  but
slightly lag the region as a whole.
    

                             NEIGHBORHOOD ANALYSIS
                         -----------------------------

    There  have  been  no significant changes  to  the  immediate
neighborhood  since our last appraisal.  However, the  Somerville
Planning Department reports that the potential development of the
adjacent  Porter site continues to slowly move  along.   Stop  N'
Shop has submitted plans to develop the total 17 acre site with a
retail  center.   A  Stop  N' Shop superstore  would  anchor  the
development  along with two or three other big box retailers  and
several smaller shops.  The site has been tested and it has  been
determined  that certain environmental remediation is  necessary.
The  City  reports that this is the first developmental  proposal
that  has ownership's backing and agreement to bear the  cost  of
the remediation.
    
    We  are advised the project has received nearly all necessary
approvals but has been bogged down with lawsuits by ownership  of
the  subject  property.  The development proposal  would  require
that  the  project  obtain cross access easements  with  Assembly
Square Mall.  At this writing, negotiations continue between  the
two parties to work out an amicable solution.
    
    We  are  further advised by the Planning Department that  the
project  has approvals for 208,000 square feet.  The  city  would
like  to  begin the reconstruction of Foley Street  this  spring.
These  officials  expressed confidence  that  the  project  could
commence around the same time.
    
    The  Planning  Department also reports  that  the  city  will
likely  purchase  a 9.0 acre tract in the rear  of  the  Assembly
Square  Redevelopment  District  for  development  with  a  light
industrial  use  at some point in the near future.   Geotechnical
work could begin this year prior to transferring it to the MBTA.
    
    There  are  several  proposed uses  for  a  site  behind  the
Middlesex  County  Courthouse including a hotel  and  restaurant.
This  site  has been speculated to be developed with a hotel  for
several years but nothing has come to fruition.  We do not expect
to see anything occur in the near future.
    
    Finally,   the  state  has  approved  funding  to   implement
engineering  studies  on  a  myriad of roadway  and  intersection
improvements in the immediate vicinity of the mall.  The  studies
are  expected  to take up to eighteen months.  The  cost  of  the
roadwork is pegged at $65.0 million.  It is felt that work  could
commence  on  these improvements sometime during 1998.   The  net
result  will be enhanced accessibility for the mall from fronting
highways including I-93.
    
    On  balance, we are cautiously optimistic about the near term
prospects   for   the  neighborhood.   The  level   of   proposed
development  is  in  contrast to the limited  investment  in  the
neighborhood in recent years.  Given the momentum in  the  Boston
area  economy which is slowly gaining vigor, we expect  that  the
long term prognosis for modest appreciation in real estate values
is a reasonable expectation.


                             RETAIL MARKET ANALYSIS
                         ------------------------------
Trade Area Analysis

    Overview
    A  retail center's trade area contains people who are  likely
to  patronize that particular retail center.  These customers are
drawn  by  a  given class of goods and services from a particular
tenant mix.  A center's fundamental drawing power comes from  the
strength of the anchor tenants as well as the 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  while  enjoying  the
comfort and convenience of an integrated shopping environment.

    In  order to define and analyze The Mall at Assembly Square's
market  potential,  it  is  important  to  first  establish   the
boundaries  of the primary and secondary trade areas  from  which
the subject will draw its customers.  In some cases, defining the
trade  areas 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.  In the past, Meadow Glen Mall has always been cited  as
the  subject's  most direct competitor, and for some  tenants  it
still  is.   However, New England Development has  done  such  an
excellent  job  in merchandising the tenant mix at  Cambridgeside
that  it  is  now  a  principal competitor  of  Assembly  Square.
Originally,  it  was felt that the mall's higher end  orientation
would  not  appeal  to  the typical shopper that  patronized  the
subject.  However, Cambridgeside has successfully integrated more
of  a  mass-market appeal through its tenant mix.  In  a  January
1996   market  study  prepared  by  Helwig  Associates,  Inc.   ,
Cambridgeside  was noted as the place where the majority  of  the
respondents did most of their non-grocery shopping over the  past
three months.
    
    Traditionally,   a  retail  center's  sales   are   primarily
generated  from within its primary trade area, which is typically
within  reasonably  close  geographic  proximity  to  the  center
itself.  Generally, between 55 and 65 percent of a center's sales
are generated within its primary trade area.  The secondary trade
area  generally refers to more outlying areas which provide  less
frequent customers to the center.  Residents within the secondary
trade area are more likely to shop closer to home due to time and
travel constraints.  Typically, an additional 20 to 25 percent of
a  center's  sales  will be generated from within  the  secondary
area.  The tertiary trade area refers to more distant areas  from
which  occasional customers to the mall 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
and  15  percent  of a center's sales are derived from  customers
residing outside of the trade area.
    
    Once  the trade area is defined, the area's demographics  and
economic profile can be analyzed.  This will provide key  insight
into  the  area's dynamics as it relates to The Mall at  Assembly
Square.   The  sources of economic and demographic data  for  the
trade  area  analysis are as follows:  Equifax National  Decision
Systems (ENDS), Sales and Marketing Management's Survey of Buying
Power,  The Urban Land Institute's Dollars and Cents of  Shopping
Centers (1995), CACI, The Sourcebook of County Demographics,  The
Census  of Retail Trade - 1992, and the market study prepared  by
Helwig Associates, Inc.
    
Competition
    In  January 1996 Helwig Associates, Inc. completed  a  retail
market   study   for  ownership.   The  study  has   shown   that
Cambridgeside  Galleria  and  Meadow  Glen  Mall  represent   the
subject's  strongest  competitors, followed  by  Square  One  and
Burlington  Mall.   Cambridgeside  is  located  two  miles   from
Assembly  Square  while  Meadow Glen is one  mile  north.   While
Cambridgeside has continued to improve its tenant mix  and  sales
performance,  the  latter  has suffered  with  several  vacancies
noted.   Many  of  the  same global retail  troubles  which  have
plagued Assembly Square have also hurt Meadow Glen.  In addition,
it  is  unclear  what the long term prospect  for  Marshalls  and
Bradlees  might  be.  Finally, the redevelopment  of  Square  One
appears  to  have been a success and has affected  the  subject's
draw  from  the  northeast.  The study has also  shown  that  the
profile of the typical shopper has changed to the extent that the
subject  draws a more ethnic, lower to moderate income  customer,
which  has  served to further differentiate Assembly Square  from
the competition.
    
Proposed Competition
    Proposed competition exists with respect to the Stop  N  Shop
project  as  planned  for  the Porter site.   The  City  Planning
Department feels that on-going litigation will serve to delay  it
but  they believe construction will commence this year.   Another
proposed  center is the Gateway project on Route 16  in  Everett,
one  mile from the subject.  This 600,000+/- square foot center has
been proposed for the former Monsanto site for several years.  It
is  our understanding that environmental problems have delayed it
and  it  will be at least one more year before they are resolved.
It  is  unclear  at  this point whether  it  will  ever  come  to
fruition.

Trade Area Definition
    The  Helwig  Associates,  Inc. report  has  been  based  upon
intercept  surveys conducted in December 1995 for the purpose  of
establishing the subject's trade area boundaries as  well  as  to
develop  a profile of the mall's typical patron.  This report  is
retained in our files.
    
    Basically, the intercept survey involved 476 interviews which
has results in a better understanding of the subject's trade area
delineation.   Based upon these surveys, it was  determined  that
the subject's primary and secondary markets can be identified  by
the following zip codes and communities:

                              Assembly Square Mall
                Primary                                Secondary
                Market                                   Market
        Zip Code        Community               Zip Code        Community

        02143           Somerville              02150           Chelsea
        02144           Somerville              02141           Cambridge
        02145           Somerville              02139           Cambridge
        02129           Charlestown             02119           Roxbury
        02148           Malden                  02128           E. Boston
        02149           Everett                 02127           S. Boston
        02155           Medford                 02180           Stoneham
                                                02151           Revere
                                                02140           N. Cambridge
                                                02121           Dorchester
                                                02174           Arlington
                                                02178           Belmont
                                                01801           Woburn
                                                02138           Cambridge
                                                02124           Dorchester


    The top seven zip codes which the Helwig study defines as the
primary  market accounted for 58 percent of the center's shoppers
in  the study, with the top two (02145 and 02155) accounting  for
nearly 25 percent.
    
    Based  upon  the current study, the subject's trade  area  is
shown  to  be substantially different from last year's Hollander,
Cohen  and  McBride report.  We have utilized these  current  zip
codes in our analysis as a check against the results provided  in
the report's conclusions.

Population
    Once  the market area has been established, the focus of  our
analysis  centers on the trade area's population.  ENDS  provides
historic,  current  and forecasted population estimates  for  the
total  trade area.  Patterns of development density and migration
are reflected in the current levels of population estimates.  The
report provided on the facing page utilizes the statistics on the
basis of the total trade area (primary and secondary) citing  the
communities  as  segregated by zip code which  are  shown  above.
Comparisons   can   be  made  to  the  Boston   MSA,   State   of
Massachusetts, and the United States as a whole.  In the Addenda,
we  have  provided  detailed profiles of  both  the  primary  and
secondary components, together with the total trade area.
    
    Between  1980  and  1995, ENDS reports  that  the  population
within  the  primary  trade  area  decreased  slightly  by  6,159
residents to 233,417 reflecting a 2.6 percent decrease.   Through
2000,  the trade area is expected to reverse this negative  trend
and increase to 237,519 residents which is equal to a 1.8 percent
increase.
    
    Further  analysis shows that the total market is expected  to
see a continued decline which suggests that the secondary portion
of the trade area is losing residents.
    
    Provided on the following page is a graphic representation of
the  population change forecasted for the trade area.  Note  that
communities forecasted to have the most significant growth  (5  -
6.65  percent)  are  found in Somerville as  well  as  Cambridge,
immediately to the southwest of the subject.  With the  exception
of Charleston, all segments of the primary market are expected to
see modest growth.

MAP:  Depicting the Total Trade Area of subject property, and
      forecasted population change.

Households
    A  household  consists of all the people occupying  a  single
housing  unit.  While individual members of a household  purchase
goods  and  services, these purchases actually reflect  household
needs  and decisions.  Thus, the household is a critical unit  to
be  considered when reviewing market data and forming conclusions
about the trade area as it impacts the retail center.
    
    National  trends indicate that the number of  households  are
increasing  at  a faster rate than the growth of the  population.
Several noticeable changes in the way households are being formed
have caused the acceleration in this growth, specifically:

    - The population in general is living longer on average.  This results in
      an increase of single and two person households.
    - The divorce rate increased dramatically during the 1980s, again resulting
      in an increase in single person households.
    - Many individuals have postponed marriage, thus also resulting in more
      single person households.
    
    According  to  ENDS,  the  primary trade  area  gained  9,429
households  between 1980 and 1995, an increase of  10.5  percent.
Between  1995  and 2000 the area is expected to grow,  but  at  a
slower  pace of 3.0 percent.  Expanding to the total trade  area,
the  number  of  households increases substantially  to  279,444.
Consistent   with  the  national  trend,  the   trade   area   is
experiencing  household growth at rates in excess  of  population
changes   primarily   due   to  the  factors   mentioned   above.
Correspondingly,  a  greater number of  smaller  households  with
fewer  children generally indicates more disposable  income.   In
1980,  there  were 2.66 persons per household in the total  trade
area and by 1995, it is estimated to have decreased to 2.35.

Trade Area Income
    One  of the most significant statistics for retailers is  the
trade  area's income potential.  Income levels, either on  a  per
capita,  per  family, or household basis, indicate  the  economic
level  of  the residents of the market area and form an important
component  of  this  total  analysis.   More  directly,   average
household income, when combined with the number of households, is
a  major  determinant of an area's retail sales  potential.   The
trade  area  income figures support the profile of a  broad-based
middle  income  market.   According to  ENDS,  average  household
income within the primary trade area is approximately $51,708
    
    The  subject's  income level can be compared to  the  region,
state and United States.
    
                            Average Household Income
                        Area                            Income
                        Primary Trade Area              $51,708
                        Total Trade Area                $52,071
                        Boston MSA                      $49,495
                        State of Massachusetts          $55,322
                        United States                   $46,791

Source:   Equifax National Decision Systems
    
    
    As  can be seen, the subject's trade area components slightly
exceed area and state income levels.
    
    Provided  on the following page is a graphic presentation  of
the  average household income distribution throughout  the  trade
area.   As  can  be seen, Somerville is generally a lower  income
area in comparison to Medford, Cambridge and Belmont.
    
Retail Sales
    Provided  on  the following page is a summary of retail  sale
information for both the State of Massachusetts, the  Boston  MSA
and Middlesex County.

MAP:  Depicting Total Trade Area of subject property by average income.

                               Retail Sales (000)
                                   1985-1994

                  State of         Boston       Middlesex
    Year       Massachusetts        MSA           County
    1985        $42,138,986     $27,703,685    $10,019,043
    1986        $46,333,956     $30,511,219    $10,854,951
    1987        $46,907,960     $30,766,529    $10,950,714
    1988        $49,038,308     $32,195,958    $11,442,142
    1989        $51,106,324     $32,596,223    $12,154,324
    1990        $50,756,961     $32,453,768    $12,030,520
    1991        $52,089,985     $33,301,185    $12,429,158
    1992        $47,450,983     $30,341,790    $11,451,078
    1993        $48,497,982     $30,957,096    $11,356,245
    1994        $52,465,985     $33,239,908    $12,291,888
 Compounded                                          
   Annual                                            
 Growth Rate       +2.47%          +2.04%         +2.30%
  1985-1994
  Compound                                           
   Annual                                            
 Growth Rate       + .83%          + .60%         + .54%
  1990-1994

Source: Sales and Marketing Management Survey of Buying Power


    As  can be seen from the above, retail sales, which had  been
flat  or  declining, have rebounded slightly in 1994 through  the
state, county and MSA.  We recognize that the Boston area economy
is   only  very  recently  beginning  to  show  modest  signs  of
improvement.  Actually, sales in 1994 rebounded strongly with 7.4
and  8.2  percent increases in the MSA and county,  respectively.
Data  for 1995 is not yet available but it is the consensus  that
sales  did not grow materially.  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.  The chart below  summarizes  the
mall's performance during the period 1985-1994.

                          The Mall at Assembly Square
                               Retail Sales (000)
                                   1985-1994
                  Jordan                  Mall         
     Year          Marsh      Kmart      Stores      Total
     1985         $15,570    $10,008    $26,715     $52,293
     1986         $16,966    $11,104    $30,705     $58,775
     1987         $17,515    $12,791    $33,183     $63,489
     1988         $18,279    $13,870    $36,108     $68,257
     1989         $20,140    $14,099    $38,562     $72,801
     1990         $19,117    $14,406    $36,245     $69,768
     1991         $16,251    $14,690    $32,535     $63,476
     1992         $16,469    $15,261    $32,013     $63,743
     1993         $16,472    $14,963    $29,581     $61,016
     1994         $16,906    $14,034    $27,737     $58,677
     1995         $14,472    $13,971    $23,830     $52,273
  Compounded                                           
    Annual                                             
  Growth Rate     - .73%      +3.39%     -1.14%       --
   1985-1995
Compound Annual                                        
  Growth Rate                                          
   1990-1995      -5.42%     -  .61%     -8.05%     -5.61%


    The  data above shows that sales have been declining  at  the
mall  in  total since their peak of $72.8 million in  1989.   The
decline  is largely attributed to the mall shop sales which  have
dropped by nearly $14.7 million or 28 percent since 1989 to $23.8
million  currently.   Mall shop sales have  declined  every  year
since  1989,  falling at a compound annual rate of  7.7  percent.
This  decline  is attributed to the increased competitiveness  of
Cambridgeside, the opening of Square One Mall nine miles north of
the   subject  in  Saugus,  and  the  severe  impact  of   retail
consolidations  and  bankruptcies  affecting  the   industry   in
general.
    
    It  is  generally considered that comparable mall shops sales
are  a  better  indicator of the mall's  performance.   In  1995,
comparable or mature stores (defined as those stores in existence
and  reporting sales for the prior year), sales decreased  by  13
percent  to $187.10 per square foot based on reporting mall  shop
gross  leasable  area of 104,099+/- square feet.  Comparable  sales
were $215.10 per square foot in 1994.
    
    Jordan Marsh had a particularly bad year with sales declining
by  14.4  percent to $14.5 million, or approximately $200.00  per
square foot.  This will have a hard impact on the mall since they
were  historically  a  large percentage  rent  contributor.   The
store's parent company (Federated) has decided to change  all  of
its  Jordan Marsh stores to Macy's during 1996.  It is  difficult
to predict what impact this will have on sales at this time.
    
    Kmart's  sales were nearly flat, declining by only .4 percent
to  $13,971,000,  or $147.30 per square foot.   This  performance
compares well to the 6.2 percent drop in 1994, which was a direct
result  of  the opening of a new Kmart on Route 93 in  South  Bay
Center.  Given the overall performance of the mall in 1995, their
results can be considered relatively good.

Comments
    Within   the   shopping  center  industry,  a  trend   toward
specialization  has evolved so as to maximize  sales  per  square
foot  by  deliberately meeting customer preferences  rather  than
being  all  things  to all people.  This market  segmentation  is
implemented  through the merchandising of the anchor  stores  and
the  tenant  mix  of  the mall stores.  The recent  market  study
suggests  that  the  demographic makeup  of  its  trade  area  is
changing.   The  survey  cited  several  store  types  that   the
respondents  would like to see added including a  discount  store
such  as  Marshalls,  TJ  Maxx, Wal-Mart,  Bradlees  or  Filene's
Basement.   Other  requests  were for  another  department  store
(Filene's) and a greater selection of sit-down restaurants.  With
so   many  tenants  having  left  the  mall,  management  has  an
opportunity to rethink its long term merchandising objectives  in
light of the changing customer profile.
    
    During  1995,  The  Mall at Assembly Square  had  experienced
relatively high turnover and attrition.  The majority of  tenants
who left were a result of national problems being experienced  by
the  chain on a global basis and not necessarily related  to  one
particular location.  1995 was one of the  most troublesome years
in  retail in recent memory.  The renovation during 1993/94  also
affected  the sales levels of many tenants causing  some  of  the
more  marginal ones to leave the mall. The subject has also  been
impacted by Cambridgeside and the opening of Square One Mall.

    The  food court renovation was completed during the year  but
has  not been successful.  Although Dunkin Donuts was brought  in
during the year and is apparently doing well, several other  food
court  tenants  have  suffered  and  there  still  exist  several
vacancies.   In  addition,  Dapper Dans,  the  center's  sit-down
restaurant has not been paying any rent or mall charges.

    Management is re-evaluating their leasing focus and will,  at
least  for  the  near term, be concentrating on  stabilizing  the
property.

Conclusion
    We  have analyzed the retail trade history and profile of the
Boston  MSA  and  Middlesex County in order  to  make  reasonable
assumptions as to the expected performance of the subject's trade
area.
    
    A  metropolitan  and locational overview was presented  which
highlighted important points about the study area and demographic
and  economic data specific to the trade area was presented.  The
trade  area  profile  discussed  encompassed  a  zip  code  based
analysis.   Marketing information relating to these  sectors  was
presented  and analyzed in order to determine patterns of  change
and  growth as it impacts The Mall at Assembly Square.   Finally,
we  included a brief discussion of some of the competitive retail
centers  in  the  market  area.  The data  is  useful  in  giving
quantitative  dimensions  of  the total  trade  area,  while  our
comments  serve  to provide qualitative insight into  this  trade
area.  The following summarizes our key conclusions:

    - The subject enjoys a moderately visible and accessible location within
      one of the nation's largest MSA economies.  Proposed near term (3 to 4
      years) highway improvements will be of great benefit to the mall.
    - The subject's market area is one of the most densely developed areas
      in the country.  The primary market consists of 233,400 residents.
      Within the total trade area of the mall there are nearly 675,000 persons
      residing in nearly 277,500 households.
    - Sales continued to slide during 1995 due to a number of factors, many of
      which were related to global tenant problems.  Competitive pressures
      brought on by Cambridgeside, Square One, and a new Kmart also contributed
      to sales declining.  Sales performance has slipped to critical levels
      for many tenants and management has found it necessary to renegotiate
      several lease arrangements in an effort to help stabilize the property.
    - The Helwig study has shown that the mall is capturing a modest 2.2
      percent of GAFO potential from the total trade area, including 4.4
      percent of the primary market. While the size of the trade area is
      forecasted to decline in terms of population, projected increases in
      income levels should bring steady increases in GAFO expenditures over
      the next five years.
    - With the threat of new competition, the subject is currently in a
      vulnerable position that requires a cohesive plan to stabilize and
      redirect its merchandising focus.

    In  conclusion,  1995 was a troublesome year  for  retail  in
general   with  Assembly  Square  being  particularly   affected.
Management  needs  to make some hard decisions about  its  future
merchandising philosophy.  With several tenants having  left  the
mall  and  many  others on month-to-month  leases,  there  is  an
opportunity  for redevelopment.  We suggest that the  appropriate
economic  studies be implemented in order to help  determine  the
feasibility of redevelopment alternatives.
    

                              THE SUBJECT PROPERTY
                          ----------------------------

    The Mall at Assembly Square contains a gross leasable area of
322,234+/- square feet situated on a 25.9267+/- acre site.  This  GLA
estimate  reflects the subject's most recent configuration  based
upon leasing activity through year end 1995.
    
    During  1995, the renovation of the food court and management
offices was completed.  Capital projects which remain in the 1996
"wish list" include the balance of the roof repair and  other
minor  repairs.   In  view of the financial problems  which  have
befallen  the mall, it does not appear likely that these projects
will be funded anytime soon.
    
    As  will  be discussed in more detail in the Income  Approach
section of this report, the subject has been severely impacted by
the global problems which affected retailers in 1995.  Having had
a  high  proportion of these troubled retailers including several
Edison  Brothers,  Petrie Stores, and Merry-Go-Round  units,  the
subject   experienced  very  high  turnover   through   corporate
bankruptcies,   downsizings  and  liquidations.    In   addition,
management found it necessary to renegotiate several leases to  a
gross  lease  or  month-to-month status.  As  such,  income  from
operations  is expected to be substantially less in  1996.   With
the  inability to reduce fixed expenses to necessary levels,  the
property is expected to operate in a deficit for the ensuing year.
    
    To   that  end,  management  is  focusing  on  developing  an
alternate  strategy which will take the property in  a  different
direction.   We  are advised that discussions are  on-going  with
several  " big-box " retailers to come to the mall.  One possible
scenario  would involve inducing Jordan Marsh to close off  their
interior mall entrance, and allowing a large user to locate  next
to  them.   A  deal had been discussed with Best Buy for  50,000+/-
square  feet but it has since been put on hold in view  of  their
reluctance to continue a northeast expansion at this time.
    
    Other  prospective stores which have shown  interest  include
Bobs  (Melville) and Service Merchandise.  The economics  of  the
latter deal include a $13.50 per square foot rent with a cost  of
$32.00  per  square foot to build the store for the  tenant.   We
understand  that  these  tenants  have  also  been  discussed  as
possible tenants for the Stop N Shop project.
    
    Physically, the elongated shape of the mall would  appear  to
be conducive to redevelopment along these lines.  We believe that
such  a  scenario is consistent with the highest and best use  of
the  property at this time.  The reality is that the mall has not
been able to effectively compete with other area centers and does
not  have the ability to generate sufficient sales levels to keep
tenants at the rent levels they have contracted to pay.
    
    At  this  time, we believe that continued efforts  should  be
made  to  stabilize the existing tenant base and  income  stream.
Subsequently, necessary feasibility studies should  be  conducted
in  order  to develop a cohesive repositioning strategy  for  the
long term viability of the mall.

MAP:  Depicting floor plan of subject property.
    

                      REAL PROPERTY TAXES AND ASSESSMENTS
                  -------------------------------------------

    The  subject property is assessed for the purpose of taxation
by  the City of Somerville for the 1995/96 tax year.  The current
assessment   over  the  subject  is  in  the  total   amount   of
$28,000,000.   The  current  tax rate for  real  estate  situated
within  the  City of Somerville is $29.00 per $1,000 of  assessed
valuation.   Application of this rate to the subject's assessment
produces current taxes of approximately $812,000.  Ownership  has
budgeted $830,507 for 1996 tax liability.  This would account for
any  anticipated increases that may occur in the following fiscal
year  (July  1,  1996 - June 30, 1997).  We have  reflected  this
budgeted amount in our current analysis.


                                     ZONING
                                 --------------

    The   subject  property  is  currently  zoned  Business  Park
Assembly  by  the  City  of Somerville.  This  new  district  was
created from the former Industry A designation as amended by  the
new ordinance adopted on March 23, 1990.
    
    Based  on  conversations with the city  zoning  officer,  the
subject's current retail use is in conformance with the intent of
the Business Park Assembly 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 American Institute of  Real
Estate Appraisers, 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 our original report.   In
both cases, the highest and best use must meet the aforementioned
criteria.   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 FAR is the highest and best use  of
the  mall site as vacant.  Similarly, we have considered the same
criteria with regard to the highest and best use of the  site  as
improved.  However, in view of the changes the property has  seen
over  this  past  year, it is clear that some  form  of  cohesive
repositioning strategy needs to be implemented.  If the  adjacent
Porter site is developed with big box tenants, the overall effect
on the mall could be migated to the extent the two projects could
work  to compliment each other.  We believe that the demographics
which  influence  the  location  are  sufficient  to  support   a
destination  retail  use.  While we recognize  the  property  has
deteriorated in value, we do not believe that the site  is  worth
more  than the present value of the income stream being generated
by   the  operation  of  the  property.   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 use with
a  retail alignment that meets the needs of the area patrons.  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.

CHART:  Depicting summary of retail land sales.


                                 EXPANSION LAND
                             ----------------------
    The  subject has been identified as having approximately 2.0+/-
acres  of  excess land based upon its expansion  potential.   Our
valuation of this land has utilized the Sales Comparison Approach
wherein  we have analyzed recent transactions of comparable  land
parcels.  A summary of this market data is provided on the Facing
Page.
    
    Commercial  developers make both qualitative and quantitative
judgments  in  the  acquisition  of  a  site.   Subjectively,   a
developer  considers  the nature of surrounding  land  uses,  the
proximity of complimentary services and the proximity of the site
to   major  traffic  arteries.   Objectively,  the  physical  and
functional  attributes  of the site,  as  well  as  the  cost  of
preparing it for construction must be calculated.  Lying  between
these  two  extremes are the many aesthetic and economic  factors
which  come to influence the final product.  The subject land  is
level, accessible and virtually ready to be developed.  Also,  it
is an integral component of an established retail location.
    
Analysis of Sales
    Retail Land Sale No. 1 is a 9.43 acre parcel situated on  Old
Connecticut Path in Framingham.  The sale closed in August  1993.
A  65,000 square foot Super Stop and Shop and 15,000 square  feet
of  ancillary retail opened in 1994 on the site.  In addition  to
the  $5.5 million sale price, demolition of an existing structure
cost  $300,000, off-site improvements were estimated at  $314,000
and  approximately $450,000 was spent to obtain approvals.   Thus
the  total  cost of the land ready for development was $6,564,000
or  $82.05 per square foot of gross building area, or $15.98  per
square foot of land area.
    
    Retail  Land  Sale No. 2 is located immediately  across  from
Shoppers World, the largest power center in Boston.  The 33  acre
parcel  had only 13.2 usable acres due to site problems which  in
this  instance resulted from a steep slope and ledge on the site.
We were unable to obtain an estimate of the additional site costs
at  the writing of this report.  Home Quarters recently completed
a  130,000  square foot store along with 45,000  square  feet  of
ancillary retail.
    
    Retail Land Sale No. 3 is an August 1994 sale of a 4.14  acre
parcel situated to the west of the Golden Triangle in Framingham,
one of the best retail areas in Boston.  The site is level and on
grade  with  surrounding sites and is located at the intersection
of  Routes  9  and 126.  A 32,000 square foot retail building  is
planned  to  house  a 22,000 square foot Auto Palace  and  10,000
square feet of ancillary retail.
    
    Retail  Land  Sale  No.  4  is an  11.0+/-  acre,  five  parcel
assemblage situated immediately east of the Natick Mall on  Speen
Street.   The  purchaser, Home Depot has built a  168,000  square
foot  building  on  the site.  In addition  to  the  $11  million
purchase  price, demolition cost approximately $500,000; off-site
improvements $350,000; and approximately $300,000 to $400,000 was
spent  in leasehold buy-outs.  Thus, the total price of the  land
ready for development is $12,150,000 to $12,250,000, or $72.32 to
$72.91 per square foot.
    
    Retail  Land  Sale  No.  5 is located on  Worcester  Road  in
Framingham.  The 7.52 acre site sold in February 1993  to  Shaw's
Supermarkets  for a price per square foot of gross building  area
of  $60.22.   The purchaser planned to construct a 44,833  square
foot  supermarket on the site, however, several  supermarkets  in
the neighborhood either expanded or opened after the purchase  of
this  parcel and Shaw's determined it was infeasible to construct
a  store  on  the  site.  As a result, it was  recently  sold  to
Beckenstein  Enterprises  who  plans  to  build  a  strip  center
anchored by Staples Office Supplies.
    
    Retail  Land Sale No. 6 is located immediately  north of  the
Massport  transportation facility at the Cochituate Road entrance
of  Shoppers  World.  The 3.41 acre parcel is presently  improved
with  a  41,144  square  foot  office  building  which  will   be
demolished.  The site can be developed with a 39,000 square  foot
box  retailer,  however, the purchaser plans to  build  a  32,000
square  foot retail strip center.  According to the broker  there
were six offers for the site ranging from $3.5 to $4.0 million.
    
    Retail Land Sale No. 7, at $888,103 per acre, is a June  1994
sale  of  a 12.02 acre parcel located on First Avenue in  Waltham
near  the intersection of Winter Street and Route 128/I-95.   The
site  is  situated on a hill so that it has excellent  visibility
and  signage  from  Route 128.  Home Depot has  built  a  130,820
square foot home improvements store on the site.  The price shown
on  the table includes approximately $175,000 in demolition costs
for  a former 160,000 square foot industrial building located  on
the site.
    
    The local retail land sale activity described above indicates
unadjusted prices ranging from $49.95 to $102.56 per square  foot
of  gross  building  area for approved development  ranging  from
32,650  to 175,000 square feet.  On the basis of price per square
foot  of  land area, unit rates range from $10.23 to  $26.90  per
square  foot.   Actual  or proposed development  densities  (FAR)
range from 13 to 35 percent of the site.
    
    We  believe that these sales are all superior to the  subject
by   virtue  of  their  location.   The  subject  site   actually
represents excess development capacity that is approved for up to
a 60,000 square foot expansion.  We have also given consideration
to  the on-going negotiations between ownership and Stop N'  Shop
over  the  value  of the access parcel needed  for  their  retail
development to proceed.  While the amount of area is undefined at
this time, we understand that it would include some of the excess
development  capacity of the mall.  It is our understanding  that
ownership feels that Stop N' Shop will be willing to pay  in  the
vicinity of $1.2 million for the access parcel.
    
    After  giving  consideration to all of  the  above,  we  have
valued  the expansion parcel of 2.0+/- acres (87,120+/- square  feet)
at  $1,500,000.   This would be equivalent to $17.22  per  square
foot  of  land area and $25.00 per square foot of potential  FAR.
The  high  price  per square foot is directly  due  to  the  high
development density or FAR (.69) ownership feels they can achieve
on  the site.  While this exceeds the density of the comparables,
we  are  advised that it can be achieved in connection  with  the
excess parking available on the primary mall site.


                           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  have reentered 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 fits into 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 interviews, 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 the 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.
    
    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.

CHART:  Depicting 1994 regional mall sales.

CHART:  Depicting 1995 regional mall sales.
    
    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 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.
    
                      Price/SF          Price
Transaction          Unit Rate          /SF             Sales
   Year                Range *          Mean          Multiple
   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 SF  No.   Rate Per SF  No.   Rate Per SF  No.   Rate Per 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 $19.88
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 SF  No.   Rate Per SF  No.   Rate Per 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.
  
Value "As Is"
  
    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 $5.11 per square foot
(CY  1996),  based  upon  322,234+/-  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  $5.11
per square foot, the subject falls well below 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 at the low end 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      $5.11       35.9%
1992    $16.01      $5.11       31.9%
1993    $15.51      $5.11       32.9%
1994    $15.62      $5.11       32.7%
1995    $12.35      $5.11       41.4%


    With  first  year NOI forecasted at approximately  32  to  41
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  (NIM's) 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

Sale    Subject  Net Income   Indicated Price
No.     NOI/SF   Multiplier   $/SF
- - - -----   ------   ----------   ----
95- 1   $5.11    12.44        $64
95- 2   $5.11    13.41        $69
95- 3   $5.11    10.53        $54
95- 4   $5.11    11.13        $57
95- 5   $5.11    10.80        $55
95- 6   $5.11     9.00        $46
95- 7   $5.11     9.38        $48
95- 8   $5.11    10.06        $51
95- 9   $5.11    10.50        $54
95-10   $5.11    12.02        $61
95-11   $5.11    10.49        $54
95-12   $5.11    10.05        $51
95-13   $5.11    12.87        $66
95-14   $5.11    12.90        $66
Mean    $5.11    11.11        $57


    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 $46 to $69 per  square  foot  of
owned GLA with a mean of $57 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  $60
to  $65 per square foot is appropriate.  Applying this unit  rate
range to 322,234+/- square feet of owned GLA results in a value  of
approximately $19.35 million to $20.95 million for the subject as
shown:
  
              322,234 SF          322,234 SF
        x            $60    x            $65
              ----------          ----------
             $19,334,000         $20,945,200
  
   Rounded Value Estimate - Market Sales Unit Rate Comparison
                   $19,350,000 to $20,950,000
  
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   Sales
No.       OAR        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 $178 per  square  foot  for  all
reporting  tenants.   This  is a 5 percent  reduction  from  1995
sales.
    
    In  the case of the subject, the overall capitalization  rate
being   utilized   for  this  analysis  is   considered   to   be
substantially  higher than the mean exhibited by  the  comparable
sales.  As such, we would be inclined to utilize a multiple below
the  mean  indicated by the sales.  As such, we  will  utilize  a
lower  sales  multiple  to apply to just  the  mall  shop  space.
Applying a ratio of say, 60 to 65 percent to the forecasted sales
of  $178  per  square  foot,  the following  range  in  value  is
indicated.
  
  Unit Sales Volume (Mall Shops)       $178              $178
  Sales Multiple                 x      .60        x      .65
  Adjusted Unit Rate                $106.80           $115.70
  
  Mall Shop GLA                  x  155,194        x  155,194
  Value Indication              $16,575,000       $17,956,000
  
    The  analysis  shows an adjusted value range of approximately
$16.6 to $17.9 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
$580,000 in revenues in 1996 (base rent obligations and overage).
If  we  were  to  capitalize this revenue separately  at  a  10.5
percent rate, the resultant effect on value is approximately $5.5
million.
    
    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
mid  point of the range due to the locational attributes  of  the
subject's trade area and characteristics of the subject property.
    
    Therefore, adding the anchor income's implied contribution to
value  of  $5.5  million, the resultant  range  is  shown  to  be
approximately  $22.1 to $23.5 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 $22,100,000 to $23,500,000
  
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  poor sales levels compared to its  peers,  with  an
atypical  anchor alignment and a low 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:                   322,234+/-

Price Per SF of Salable Area: $60 to $65

Indicated Value Range:        $19,350,000 to $20,950,000

Sales Multiple Analysis
Indicated Value Range         $22,100,000 to $23,500,000
  
    The  parameters  above  show a value range  of  approximately
$19.5 to $23.5 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 $21.0 to $23.0 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 the 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 not  forecasted  to
achieve  stabilization  for  several  years.   Thus,  the  direct
capitalization  method  has  been  omitted  from  the   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
remerchandising,  but  short enough to  reasonably  estimate  the
expected income and expenses of the real estate.

CHART:  Depicting projected annual cash flow for the years 1996 - 2006
        for subject property.
    
    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 the 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
$4,451,074 in potential gross revenues, equivalent to $13.81  per
square  foot  of  total appraised (owned) GLA of  322,234  square
feet.   These  forecasted  revenues  may  be  allocated  to   the
following components:

                          The Mall at Assembly Square
                                Revenue Summary
                       Initial Year of Investment - 1996

Revenue                               Unit       Income
Component                Amount       Rate *     Ratio
- - - ------------             ----------   ------     ------
Minimum Rent            $2,376,887    $ 7.38      53.4%
Overage Rent            $   47,864    $ 0.15       1.0%
Expense Recoveries      $1,741,323    $ 5.40      39.1%
Miscellaneous Income    $  285,000    $ 0.88       6.4%
Total                   $4,451,074    $13.81     100.0%

* Reflects total owned GLA of 322,234 SF as reconfigured


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 the two 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 to problematic levels that have resulted
in several leases being renegotiated.

Interior Mall Shops
    Rent from all interior mall tenants comprise the majority  of
minimum rent.  Aggregate rent from these tenants is forecasted to
be  $1,834,894, or $11.82 per square foot.  Minimum rent  may  be
allocated to the following components:

                          The Mall at Assembly Square
                            Minimum Rent Allocation
                              Interior Mall Shops

                   1996      Applicable    Unit Rate
                 Revenue        GLA *        (SF)
                ---------     -------        ------
Mall Shops     $1,670,201     147,621 SF    $ 11.31
Kiosks         $   25,000         150 SF    $166.67
Food Court     $  139,692       7,423 SF    $ 18.81
Total          $1,834,894     155,194 SF    $ 11.82

* Represents leasable area as opposed to actual leased or occupied area
  exclusive of non-owned space.


    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.
    
    Typically,  we would view the rent attainment levels  in  the
existing  mall  as  being representative of the  total  property.
However, the center is characterized by many troubled leases that
have  been  renegotiated to more tolerant levels based  upon  the
tenants sales performance.  Management has been much more focused
on stabilizing the property than they have with new leasing.  The
following  section details the more important changes which  have
influenced the mall over the past twelve months.

1995 Tenant Activity
    1995  appeared  to be a troublesome year  at  the  mall.   In
addition to the problems facing many of the national chains which
have  been  downsizing or liquidating all of their  assets  there
were  a  number  of local/regional tenants that also  experienced
difficulty.  Provided below is a summary of leasing activity over
the past year.
    
    - Marianne (Suite 2) and Marianne Plus (Suite 19-22) reverted to a gross
      lease for 1996 with a flat rent of $100,000 vs. 8 percent of sales.

    - No Name (Suite 9) vacated their space in January 1996.  The tenant had
      been paying $33.00 per square foot.

    - DeJaiz (Suite 11) vacated their space the end of December as part of a
      corporate liquidation of all stores.

    - Chess King (Suite 14) vacated their 2,318 square foot unit the end of
      December as part of a corporate liquidation.

    - Casual Corner (Suite 16) had been on a month-to-month lease and elected
      to leave at the end of last year.

    - Lerner (Suite 17) extended their lease for one year but changed to a
      gross lease equal to 5 percent of sales.

    - Sam Goody (Suite 18B) continues to occupy this 2,616 square foot unit.
      They have been in negotiations with management to take over the combined
      Suites 49- 53 (4,441 square feet) for a ten year term.  That space is
      currently occupied by a temporary tenant.  The proposed terms of the deal
      are as follows:

                         Years 1 -   3 @ $18.00/SF
                         Years 4 -   7 @ $20.00/SF
                         Years 8 -  10 @ $22.00/SF
    
      The  tenant  will  get  a  construction  allowance  of $88,820,  or
      $20.00 per square foot.  They  have  put the expansion off for at least
      one more year.

    - Wilsons (Suite 23) has left the mall as part of Melville's corporate
      restructuring.

    - Radio Shack (Suite 26) - There is a new lease out for signature with this
      tenant to extend their lease which expires June 30, 1996.  The new lease
      is for an eight year term with rent increasing from $12.00 to $15.00 per
      square foot for the first two years and $16.00 per square foot for the
      balance.  We are not aware of any concessions or tenant allowance.

    - Compleate Athlete (Suite 27) - The lease has been amended for this tenant
      to a gross deal.

    - Pretzel Plus (Suite 29) - This tenant vacated the mall at the end of
      1995.

    - Dunkin Donuts (Suite 29A) - This new tenant came to the mall on a ten
      year lease which commenced in July 1995.  The stipulated rent is as
      follows:

                         Years 1 -   3 @ $40.32/SF
                         Years 4 -   7 @ $48.39/SF
                         Years 8 -  10 @ $56.45/SF
    
      The tenant incurred their cost of construction.

    - Papa Gino's (Suite 31) downsized to 2,385 square feet with a new five
      year lease which commenced in January 1995.  The initial rent of $13.92
      per square foot bumps to $25.20 per square foot in January 1996.

    - Dapper Dan's (Suite 32/33) is in litigation with ownership over
      approximately $300,000 in back rent.  They have reportedly stopped paying
      any rent pending the settlement of the litigation.  Management has a
      court order to remove them but is reluctant in order to keep the mall's
      appearance as having a higher occupancy.  A back-up deal with Chili's has
      fallen through.

    - Bavarian Strudel (Suite 36A) has vacated their food court unit at the end
      of 1995.

    - Lechters (Suite 15) received a $12,500 rent credit through July 1, 1996.

    - Rocs (Suite 36B) downsized to 457 from 713 square feet.

    - Taco Bell (Suite 37A) had signed a lease for a ten year term but have not
      opened.  We are advised that the likelihood of this deal happening is now
      very small.

    - 5-7-9 Shops (Suite 38) - This tenant has vacated their unit as part of a
      corporate (Edison Brothers) bankruptcy.

    - Merry-Go-Round (Suite 43) - This tenant has vacated the mall as part of
      the corporate liquidation.

    - Funcoland (Suite 44) - A new lease has been signed for this 990 square
      foot unit for five years.  The $18.00 per square foot rent commenced in
      October 1995.  It steps to $19.00 per square in year three.  The tenant
      received a three month rent abatement and a cash allowance of $8,000.

    - Lord & Ladies (Suite 46) - This tenant vacated the store at the end of
      December.

    - North East Data Collection (Suite 47) - Lease signed for this 1,025
      square foot space for a gross deal at $27,000 ($23.34 per square foot)
      for three years.

    - All For A Dollar (Suite 48) - This tenant sought and received rent relief
      based on the following rent change.

                        Current         $11.97/SF
                        2/96            $13.41/SF
                        2/97            $14.85/SF
                        1/98            $16.86/SF

    - Suites 49-51, 53 - This 4,441 square foot space is still awaiting the Sam
      Goody expansion.

    - Walden Books (Suite 54) - Tenant lease has been amended effective
      February 1, 1996 to extend the term on a month-to-month basis on a 5
      percent gross lease.  The tenant had been under a lease until January
      1997 with annual rent of $34,050.

    - Bakers, Jeans West and Wild Pair (Suites 39, 40, 41) are all on a
      month-to-month basis in view of their corporate parent's (Edison
      Brothers) bankruptcy. The deal has been redone to 5 percent of sales.

    - G&G (Suite 8) has renegotiated their lease from $20.00 per square foot to
      a gross lease with a $30,000 payment versus 8 percent of sales.
    
    Based upon 1995 sales levels, with the assumption sales  will
decrease by 5 percent in 1996, the following rent can be expected
from the renegotiated gross leases.
    
 Tenant          GLA    Minimum   vs. %       1996    Projected  Unit Rate
                 (SF)                        Sales       Rent      (SF)
- - - -------------  -----   --------   -----   ----------  ---------  ---------
Marianne       6,630   $100,000    8%     $  876,850  $100,000   $15.08
Marianne Plus  6,375   $100,000    8%     $1,094,400  $100,000   $15.69
G&G            1,474   $ 30,000    8%     $  336,300  $ 30,000   $20.35
Lerner         5,415         --    5%     $  538,650  $ 26,930   $ 4.97
Bakers         2,214         --    5%     $  329,650  $ 16,480   $ 7.44
Jeans West     1,620         --    5%     $  371,450  $ 18,570   $11.46
Wild Pair      1,620         --    5%     $  243,200  $ 12,160   $ 7.51
Walden Books   2,619         --    5%     $  484,500  $ 24,225   $ 9.25
    
    
    Since  there has been very little new leasing activity  other
than  the  renegotiated  deals due to  poor  performance,  it  is
difficult  to  measure  market rent  levels.   However,  since  a
tenant's  ability to pay rent is directly related to their  sales
levels,   an   analysis  of  occupancy  costs   is   appropriate.
Essentially, this is effectively what has been done where a lease
has been renegotiated to a percentage basis.
    
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 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, 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.

CHART:  Occupancy Cost Analysis

CHART:  Average Mall Shop Rent Calculation

    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  -8.0
percent and total occupancy cost ratios of 11.5 and 12.1 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 are reported  to  be
$187 per square foot.  In light of the mall's performance, we are
forecasting sales to decline by 5 percent to $178 per square foot
in 1996.
    
    After  considering  all of the above,  we  have  developed  a
weighted  average rental rate of approximately $9.00  per  square
foot  based upon a relative weighting of a tenant space by  size.
We  have  tested this average rent against total occupancy  cost.
Since  total occupancy costs are projected to be at the high  end
for  a  mall  of  the subject's calibre, we feel that  base  rent
should not exceed an 5.0 percent ratio (to sales) on average.
    
    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 approximately $9.00 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.

                          The Mall at Assembly Square
                      Total Occupancy Cost Analysis - 1996

        Tenant Cost                             Estimated Expenses/SF

Economic Base Rent                                   $  9.00
                                                (Weighted Average)
Occupancy Costs (A)                     
  Common Area Maintenance        (1)                 $ 10.72
  Real Estate Taxes              (2)                 $  2.89
  Other Expenses                 (3)                 $  2.00
Total Tenant Costs                                   $ 24.61
Projected Average Sales (1995)                       $178.00
Rent to Sales Ratio                                     5.1%
Cost of Occupancy Ratio                                13.8%

(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) with a 90 percent
     minimum occupancy floor. 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).

(3)  Other expenses include tenant contributions for mall HVAC and other
     miscellaneous items.


    Total  costs,  on  average, are shown to be 13.8  percent  of
projected  average 1996 retail sales which we feel  is  high  but
moderately  manageable.  This is due primarily to the  fact  that
fixed  expenses at the subject are projected to be nearly  $14.00
per square foot.
    
Food Court
    The  food court was renovated last year but is still troubled
with a high vacancy level.  The 7,423 square foot food court  has
a  total of nine suites, four of which are occupied.  A new lease
was  signed  last  year with Dunkin Donuts at a  relatively  high
rent.  On average, we have ascribed a $30.00 per square foot rent
to a typical food court suite (under 1,000 square feet).
    
Kiosks
    We  have also segregated permanent kiosks within our analysis
since  they typically pay a much higher unit rent.  Sunglass  Hut
was  the only permanent kiosk in place and this tenant is  paying
$25,000  per annum on a five year lease.  The rent roll had  been
carrying  four  additional permanent kiosk spaces.   However,  we
have  been  advised that they have been effectively removed  from
the  project with the renovation.  As such, they have been  taken
out of this current analysis.

CHART:  Lease-up/Absorption Projections
    
    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.  As will be  explained  in  a
subsequent section of this appraisal, we have made allowances  of
$8.00  per  square foot to new (currently vacant) and for  future
turnover space.  We have also ascribed a rate of $1.00 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
retail  space  will be absorbed over a three year period  through
January  1999.  We have identified 36,105 square feet  of  vacant
space, net of newly executed leases and pending deals which  have
good  likelihood  of coming to fruition.  This is  equivalent  to
23.3  percent of mall GLA and 11.2 percent overall.  It is  noted
that vacancy has increased substantially over the past year.   As
of January 1, 1995, there were only 9,858 square feet vacant.
    
    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 2,257 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 1999, the first full year of fully  stabilized
occupancy.

                      Annual Average Occupancy (Mall GLA)
                        1996         77.3%
                        1997         76.7%
                        1998         91.7%
                        1999         99.4%

Anchor Tenants
    The  final category of minimum rent is related to the  anchor
tenants  (Jordan Marsh and Kmart) which pay rent at  the  subject
property.
    
    Anchor  tenant revenues are forecasted to amount to  $541,993
in  calendar year 1996.  This amount is equal to $3.24 per square
foot  of  anchor store GLA and represents 22.8 percent  of  total
minimum  rent.   The following schedule summarizes anchor  tenant
rent obligations.
    
                          The Mall at Assembly Square
                        Scheduled Anchor Tenant Revenues
                Demised        Expiration With   Annual     Unit
Tenant            Area             Options        Rent      Rate
- - - --------        ---------      ---------------  --------    -----
Jordan Marsh    72,240 SF          01/2025      $144,480    $2.00
Kmart           94,800 SF          11/2055      $397,513    $4.19
               -------                           -------     ----
Total          167,040 SF             -         $541,993    $3.24



    While  anchor tenants contribute a relatively low  amount  of
rent  on  a  unit  rate basis, it is important to recognize  that
their  aggregate contribution is quite substantial.  With  nearly
23  percent  of  minimum base revenues in  the  initial  year  of
investment, anchor tenant revenues provide stability to the  cash
flow by virtue of their creditworthiness.
    
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  Boston  metropolitan  area in general  has  been  negatively
impacted  by  the recession.  Sales at many retail establishments
have been down for the past few years.  The impact of both Square
One  and  Cambridgeside will likely continue to be felt  as  some
additional  shakeout  will  inevitably  continue.   Finally,  the
subject has been severely 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%
Thereafter                 +3.0%

* 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 60 percent probability that an existing tenant will renew their
lease  while the remaining 40 percent will vacate their space  at
this  time.   While the 40 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  several  months.
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.

                            Mall at Assembly Square
                              Renewal Assumptions
                 Lease                      Free   Tenant        Lease
Tenant Type      Term      Rent Steps       Rent   Alterations   Commissions
- - - --------------   -----     ---------------  ----   -----------   -----------
Mall Shops and
   Food Court    7 yrs.    10% in 4th year  No     Yes           Yes
Kiosks           5 yrs.    10% increase in  No     No            Yes
                           3rd year


    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
$2,376,887  in  minimum  rental income.  This  estimate  of  base
rental  income  is equivalent to $7.38 per square foot  of  total
owned  GLA.   Alternatively, minimum rental income  accounts  for
53.4  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 3.1 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
clause with ranges of 1.5 to 3.0 percent 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 a substantial amount  of  tenant
defections and charges, 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 $178 per square foot.

    Thus,  in  the  initial full year of the  investment  holding
period, overage revenues are estimated to amount to $47,864  (net
of  any recaptures) equivalent to $0.15 per square foot of  total
GLA and 1.0 percent of potential gross revenues.
    
    On  balance,  our  forecasts are deemed to  be  conservative.
Generally,  most  percentage rent is deemed to come  from  Jordan
Marsh with nearly 75 percent of the property's forecasted overage
rent.

Sales Growth Rates
    In  the  Retail  Market Analysis section of this  report,  we
discussed  that  retail  specialty store  sales  at  the  subject
property have been declining in recent years.
    
    Retail  sales  in  the Boston MSA have been increasing  at  a
compound  annual  rate  of  2.4 percent  per  annum  since  1985,
according to Sales and Marketing Management.  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, we have forecasted  that
sales  for  existing tenants will decline by 5 percent  in  1996.
This is consistent with budgetary projections.  Subsequently,  we
have  forecasted no growth for 1997, an increase of 2 percent  in
1998 and 3 percent thereafter.

                           Sales Growth Rate Forecast
                Period                             Annual Growth Rate
                1996                                    -  5.0%
                1997                                       Flat
                1998                                    +  2.0%
                Thereafter                               + 3.0%


    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  40
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  certain  miscellaneous charges including  mall  HVAC.
Miscellaneous  income  is  essentially  derived  from   specialty
leasing for temporary tenants, Christmas kiosks and other charges
including special pass-throughs.  In the first full  year of  the
investment,  it  is  projected that  the  subject  property  will
generate  approximately  $1,741,323 in reimbursements  for  these
operating expenses and $285,000 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 below.   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 Expense   Actual hard cost for year exclusive 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.  However, in view of the projected high CAM cost to a
typical  tenant, we have forecasted that ownership will not  pass
any of these charges on to the tenants.
    
    All  department  stores pay nominal amounts for  CAM.   Their
contributions are collectively detailed under MAJOR'S CAM on  the
cash flow.  The 1996 budgeted CAM billings for the majors can  be
detailed as follows:

   CAM                   1996
Obligation              Budget

Jordan Marsh            $ 42,965
Kmart                   $ 70,000
Total                   $112,965

Real Estate Taxes
    Anchor tenants again make contribution to taxes.  Both pay  a
pro-rata share of taxes based on the following fixed percentages:
Jordan  Marsh  -  22.2265 percent and Kmart  -  29.1677  percent.
Other tenants have various contribution methods. In general,  the
mall  standard will be for the mall tenants to pay their pro-rata
share  based  upon average occupied area during  the  year  after
anchor and major tenant contributions.
    
    The  department  store tax obligation  can  be  estimated  as
follows:
    
               Tax Obligation
    Tenant        % Share    1996 Estimate
    Kmart         22.23%        $242,240
 Jordan Marsh     29.17%        $184,591
    Total         51.40%        $426,831
    
    Other recoveries consist of HVAC income, insurance income and
miscellaneous  recoveries  consisting  of  sprinkler  and   trash
charges.  HVAC income is a standard charge of approximately $1.30
per  square  foot  that most new tenants pay  as  a  contribution
toward the maintenance of the HVAC plant.  Generally, this charge
is subject to annual adjustment by CPI.  The latter three charges
are  essentially regulated to older leases within the mall.   The
newer  lease  structure covers the cost of  any  of  these  items
within  the  tenants CAM charge.  Sprinkler and trash  income  is
estimated at approximately $12,954 in 1996.
    
Miscellaneous Income
    Miscellaneous revenues are derived from a number of  sources.
One  of  the more important is specialty leasing.  The  specialty
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.  A schedule of  miscellaneous
income is provided in the Addenda.
    
    Other  sources  of miscellaneous revenues included  forfeited
security  deposits,  temporary kiosk (Christmas)  rentals,  phone
revenues,  lottery commissions, interest income and  income  from
the  renting  of strollers.  The budget for 1996 did not  project
any  miscellaneous  revenues.  We have  forecasted  miscellaneous
income of $10,000 in 1996.  In addition, management is projecting
$272,225  from temporary tenants in 1995.  We have used  $275,000
in our first year forecast.  On balance, we have forecasted these
aggregate  other revenues at $285,000 which we project will  grow
by  3  percent  per  annum.  Our forecast  for  these  additional
revenues is net of provision for vacancy and credit loss.

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 actually 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  an  8.0  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 8 percent factor as the mall leases up
based upon the following schedule.

1996              5%
1997              6%
1998              7%
Thereafter        8%


    In  this analysis we have also forecasted that there is a  60
percent  probability  that an existing tenant  will  renew  their
lease.   Upon  turnover,  we  have  forecasted  that  rent   loss
equivalent to eight 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 8.0 percent of total potential gross revenues to a high of
29.3  percent.  On average, the total allowance for  vacancy  and
credit  loss  over  the 10 year projection period  averages  14.8
percent of these revenues.

  Total Rent Loss Forecast*

     Year       Loss Provision
     1996                 27.7%
     1997                 29.3%
     1998                 15.3%
     1999                  8.6%
     2000                  8.0%
     2001                 10.1%
     2002                  9.8%
     2003                 10.3%
     2004                 17.2%
     2005                 11.7%
     Avg.                 14.8%

*   Includes phased global vacancy provision for unseen vacancy and credit loss
    as well as weighted downtime provision of lease turnover.
    
    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 conservatively 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 $4,299,244, equivalent  to
$13.34 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  $4,451,074   $13.81      100.0%
Less: Vacancy and       $  151,830   $ 0.47        3.4%
   Credit Loss
Effective Gross Income  $4,299,244   $13.34       96.6%


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   and   common   area
maintenance.  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.
    
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 like the subject 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.  However,
    as  discussed, we have not forecasted that any  of  these
    charges will be passed along to a mall tenant due to  the
    high cost of occupancy.  Most tenants are subject to a 15
    percent   administrative  surcharge  although  some   are
    assessed  25  percent.   Historically,  the  annual   CAM
    expense  (before anchor contributions) can be  summarized
    as follows:

    Historical CAM Expense
     Year           Aggregate
                     Amount
1990               $1,208,837
1991               $1,191,424
1992               $1,276,863
1993               $1,410,107
1994               $1,674,453
1995 Forecast      $1,592,200
1996 Budget        $1,400,000


    The  1996  CAM  budget  is shown to  be  $1,400,000.   An
    allocation  of this budget by line item provided  in  the
    Addenda.   We  have  elected to use this  amount  in  our
    analysis.

    Real Estate Taxes - The projected taxes to be incurred in
    1996  are  equal to $830,508.  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  which   are
    estimated at $426,881 in 1996.
    
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  the  operation  of  the  mall,  including
    salaries,   travel  and  entertainment,  and   dues   and
    subscriptions.  A provision is also made for professional
    services  including legal and accounting fees  and  other
    professional  consulting services.  In 1996,  we  reflect
    general and administrative expenses of $125,000.
    
    Marketing  - These costs include the expense  related  to
    the  temporary tenant program including payroll  for  the
    promotional  and  leasing staff.  In 1996,  the  budgeted
    charge is approximately $50,000.
    
    Merchant  Association  -  Merchants  Association  charges
    represent the landlord's contribution to the cost of  the
    association for the property.  In the initial  year,  the
    cost is forecasted to amount to $50,000.
    
    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 $100,000.
    
    Management  -  The  annual cost of managing  the  subject
    property  is  projected to be 4.0 percent of minimum  and
    percentage  rent.  In the initial year of  our  analysis,
    this  amount is shown to be $96,990.  Alternatively, this
    amount  is  equivalent to approximately  2.3  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  40  percent.  We have forecasted a rate of $1.00  per
    square  foot for renewal (rollover) tenants, based  on  a
    renewal  probability  of 60 percent.   The  blended  rate
    based  on  our  60/40 turnover probability  is  therefore
    $3.80  per  square foot.  It is also 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.
    
    Leasing   Commissions  -  Ownership  has  recently   been
    charging  leasing  commissions  internally.   A   typical
    structure  is $2.00 per square foot for new  tenants  and
    $1.25  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.  We have elected
    to  model this same formula as it is within the range  of
    charges  we  have seen for these services.  The  cost  is
    weighted    by   our   60/40   percent   renewal/turnover
    probability.   Thus,  upon lease  expiration,  a  leasing
    commissions  charge  of $1.55 per square  foot  would  be
    incurred.
    
    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
    approved  but we can make some provisions with reasonable
    certainty for certain repairs.  It was our opinion that a
    prudent  investor would make some provision for necessary
    repairs  and  upgrades.  To this end, we  have  reflected
    expenditures of $100,000 per annum as a contingency  fund
    for these unforeseen expenses.
    
    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 $0.20 per square foot of owned GLA  during
    the  first  year, thereafter increasing  by  our  expense
    growth rate throughout our cash flow analysis.

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 $1.65 million which is equivalent to  38.3
percent  of  effective  gross income.  Deducting  other  expenses
including  capital items results in a net cash flow  before  debt
service of approximately $1.45 million.

                            Mall at Assembly Square
                               Operating Summary
                       Initial Year of Investment - 1996
                           Aggregate    Unit Rate*  Operating
                              Sum                     Ratio
Effective  Gross Income   $4,299,244     $13.34      100.0%
Operating Expenses        $2,652,498     $ 8.23       61.7%
Net Operating Operating   $1,646,746     $ 5.11       38.3%
Other Expenses            $  193,617     $  .60        4.5%
Cash Flow                 $1,453,129     $ 4.51       33.8%

*  Based on total owned GLA of 322,234 square feet.


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

Net Operating Income:      7.6%
Cash Flow:                 7.7%

    Growth   rates   are  shown  to  be  7.6  and  7.7   percent,
respectively.  We note that this annual growth is a result of the
atypcial  income  in  the early years of the  cash  flow  due  to
vacancy.  On a stabilized basis (1999-2005), net income growth is
shown  to be only 1.9 percent which is a more reasonable forecast
for a real estate investment 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        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  7.50-8.50  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         10.00-11.50 10.00-13.0010.00-11.5011.00-12.0010.00-11.5010.50-12.00
               10.5        11.5       10.70      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 Equity IRR       QUARTER         QUARTER        YEAR AGO

RANGE                      10.00%-14.00%   10.00%-14.00%   10.00%-14.00%
AVERAGE                        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
    Assembly Square has gone through a number of changes over the
past  year.   As  discussed,  it has been  severely  impacted  by
corporate  bankruptcies,  downsizings  and  restructurings.   Its
anchors  have also seen downward pressure on sales.   With  fixed
costs relatively high, ownership is under pressure to address the
needs of tenants with respect to health ratios that have risen to
intolerable levels.  As such, a large reduction in net income  is
forecasted  for 1996.  At the point of stabilization,  our  model
results in a net income growth which will lag inflation.
    
    On  balance, the mall is in need of repositioning and efforts
need  to  be  made  to  explore the  feasibility  of  making  the
necessary changes.  In this regard, we find that investors  would
be cautious for the following reasons:

    - It is a small mall with only two anchors that represent an atypical
      alignment.  Furthermore, one of the anchors is rumored to be close to
      bankruptcy.

    - The mall is vulnerable to  new competition unless attempts are made to
      expand or dramatically reposition it.

    - The trade area is relatively dense with a primary market of approximately
      100,000 households. The demographics however, are changing with more
      ethnic, lower income shoppers.

    On  balance, we believe that a property with the sought after
characteristics  of  the subject would potentially  trade  at  an
overall  rate between 10.0 and 10.5 percent based on  first  year
income  if  it  were  operating on a  stabilized  basis.   It  is
difficult  to be more optimistic with this type of analysis  when
the property requires a high level of absorption for lease-up.

    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 10.25 to 10.75 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 10.50  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 $30.9 million based on 2006 net income of
approximately $3.2 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 and
Net Income 2006  Gross Sale Price   Miscellaneous Expenses @2.0%   Net Proceeds
- - - ---------------  ----------------   ----------------------------   ------------
  $3,242,063       $30,876,800                $617,535             $30,259,300
    
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 Bond Yields (%)                February, 1996

Reserve Bank Discount Rate                      5.00
Prime Rate (Monthly Average)                    8.25
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 Year     No. of Leases     GLA        Cumulative %

1996                    6           20,782     13.4%
1997                    6           22,408     27.8%
1998                    1            3,464     30.0%
1999                    3            7,805     35.1%
2000                    5           15,319     45.0%
2001                    7           16,681     55.7%
2002                    2            3,572     58.0%
2003                    6           17,815     69.5%
2004                    22          57,468    106.5%
2005                    9           20,960    120.0%

* Includes mall shops, kiosks and food court.


    From  the  above, we see that a large percentage (45 percent)
of  the GLA will expire by 2000.  The largest expiration year  is
2004  when leases totaling 57,468 square feet of the center  will
expire.   Over  the  total  projection  period,  the  mall   will
completely turnover.  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 12.50 and 13.00 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 60
        percent probability that existing retail tenants will renew their
        lease.  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 7 years with a rent step of 10 percent in
        year 5.  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 percent rent increase after 36 months.

    4.  Market rents have been established for 1996 based upon an overall
        average of about $9.00 per square foot for in-line mall shop space.
        Subsequently, it is our assumption that market rental rates for mall
        tenants will remain flat for two years, increasing by 2.0 percent in
        1998 and 3.0 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
        decline by 5 percent in 1996, will remain flat in 1997 and then grow by
        2.0 percent in 1998 and 3.0 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 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 40
        percent probability that the retail tenant will vacate the suite. At
        this time we have forecasted that rent loss equivalent to 8 months rent
        would be incurred to account for the time associated with bringing the
        space back on-line.  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 8 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 3.5 percent of minimum and percentage
        rent annually.  Taxes are also forecasted to grow at 3.5 percent per
        year.  Alteration costs are assumed to escalate at our forecasted
        expense inflation rate.

    10. A provision for initial capital reserves of approximately $64,500 equal
        to approximately $0.20 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 $1.00 per square foot.  Leasing commissions reflect a rate
        structure of $2.00 per square foot for new leases and $1.25 per square
        foot for renewal leases.  A contingency provision for other capital
        expenditures of $100,000 per annum has been made.

CHART:  Depicting reversion calculation.

CHART:  Depicting sale yield matrix analysis

    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
12.50  to  13.0  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 12.50 to 13.0 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 Facing Page.
    
    Through such a sensitivity analysis, it can be seen that  the
present  value  of the subject property varies from approximately
$20.8  to  $21.9 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  12.75 percent and a terminal rate  around  10.50
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 $21.5 million for the subject property as of January  1,
1996.  The indices of investment generated through this indicated
value conclusion are shown on the following page.

                         DISCOUNTED CASH FLOW ANALYSIS
                            Mall at Assembly Square
                           Cushman & Wakefield, Inc.

          Net         Discount     Present Value   Composition    Annual Cash
Year   Cash Flow  Factor @ 12.75%  of Cash Flows    of Yield     on Cash Return

One    $1,453,129 x  0.886918     =  $1,288,806       6.03%           6.76%
Two    $1,463,258 x  0.786623     =  $1,151,033       5.38%           6.81%
Three  $2,237,196 x  0.697670     =  $1,560,826       7.30%          10.41%
Four   $2,524,845 x  0.618776     =  $1,562,315       7.31%          11.74%
Five   $2,671,871 x  0.548804     =  $1,466,333       6.86%          12.43%
Six    $2,638,614 x  0.486744     =  $1,284,330       6.01%          12.27%
Seven  $2,732,172 x  0.431702     =  $1,179,484       5.52%          12.71%
Eight  $2,824,010 x  0.382884     =  $1,081,269       5.06%          13.13%
Nine   $2,463,165 x  0.339587     =    $836,459       3.91%          11.46%
Ten    $2,840,385 x  0.301186     =    $855,484       4.00%          13.21%

Total Present Value of Cash Flows   $12,266,339      57.37%          11.09% Avg

Reversion:

Eleven $3,242,063 (1) / 10.50%    = $30,876,790
       Less: Cost of Sale @ 2%         $617,536
       Net Reversion                $30,259,255
       x Discount Factor               0.301186

Total Present Value of Reversion     $9,113,658      42.63%

Total Present Value                 $21,379,997     100.00%

ROUNDED:                            $21,500,000


        Owned GLA (SF):                            322,234

        Per Square Foot of Owned GLA:                  $67

        Implicit Going-in Capitalization Rate:
                Year One NOI                    $1,646,746
                Going-in Cap Rate                    7.66%

        CAGR Concluded Value to Reversion            3.35%

Note:  (1) Net Operating Income


    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.


                    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       $21,000,000 - $23,000,000
Income Approach
Discounted Cash Flow            $21,500,000
Sales Comparison Approved       $ 1,500,000
Expansion Land


    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.

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:

               TWENTY THREE MILLION FIVE HUNDRED THOUSAND DOLLARS
                                  $23,500,000

    This valuation may be allocated to the following components:
    
          Mall:                    $22,000,000
          Expansion Land             1,500,000
          TOTAL                    $23,500,000





                      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 inspected  the property. Brian J. Booth did not
   inspect the property but  has contributed to the underlying analysis of the
   property.

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/Richard Latella                         /s/Brian Booth

Richard W. Latella, MAI                    Brian J. Booth
Senior Director                            Retail Valuation Group
Retail Valuation Group
State of Massachusetts Certified General Appraiser
License No. 4287


                                    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 TABLE 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


                              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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