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, 1997

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

For the transition period from _________ to __________

Commission file number 1-12560

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

MARYLAND 87-0515088
- ------------------------------------------------------------------
(State of organization) (I.R.S. Employer
Identification No.)

35 CENTURY PARK-WAY
SALT LAKE CITY, UTAH 84115
- ------------------------------------------------------------------
(Address of Principal Executive Offices)
(Zip Code)

(801) 486-3911
- ------------------------------------------------------------------
(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 [ ]

17,585,727 Shares of Common Stock were outstanding as of May 13,
1997

JP REALTY, INC.
FORM 10-Q

INDEX
-----

PART I: FINANCIAL INFORMATION PAGE
- ------------------------------ ----

Item 1. Financial Statements 3

Condensed Consolidated Balance Sheet of
JP Realty, Inc. as of March 31, 1997
and December 31, 1996. 4

Condensed Consolidated Statement of
Operations of JP Realty, Inc. for the
Three Months Ended March 31, 1997
and 1996. 5

Condensed Consolidated Statement of Cash
Flows of JP Realty, Inc. for the Three
Months Ended March 31, 1997 and 1996. 6

Notes to Financial Statements 7 to 8

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 9 to 10

PART II: OTHER INFORMATION
- ---------------------------

Item 1. Legal Proceedings 11

Item 2. Changes in Securities 11

Item 3. Defaults Upon Senior Securities 11

Item 4. Submission of Matters to a Vote of
Security Holders 11

Item 5. Other Information 11

Item 6. Exhibits and Reports on Form 8-K 12

PART I

ITEM 1. FINANCIAL STATEMENTS
--------------------

The information furnished in the accompanying financial statements
listed in the index on page 2 consists only of normal recurring
adjustments which are, in the opinion of management, necessary for
a fair presentation of the aforementioned financial statements for
the interim periods.

The aforementioned financial statements should be read in
conjunction with the notes to the aforementioned financial
statements and Management's Discussion and Analysis of Financial
Condition and Results of Operations.

JP REALTY, INC.
CONDENSED CONSOLIDATED BALANCE SHEET

(DOLLARS IN THOUSANDS)

(UNAUDITED)
MARCH 31, DECEMBER 31,
1997 1996
----------- -----------

ASSETS:
Real Estate Assets, Including
Assets Under Development of
$38,204 and $30,027. . . . . . . . . . $ 462,720 $ 453,241
Less: Accumulated Depreciation. . . (89,708) (87,318)
----------- -----------
Net Real Estate Assets 373,012 365,923
Cash . . . . . . . . . . . . . . . . . 5,800 1,750
Restricted Cash. . . . . . . . . . . . 2,394 2,372
Other Assets . . . . . . . . . . . . . 11,926 11,315
----------- -----------
$ 393,132 $ 381,360
=========== ===========
LIABILITIES:
Borrowings . . . . . . . . . . . . . . $ 126,217 $ 162,375
Accounts Payable and Accrued Expenses. 13,287 11,611
Dividends Payable. . . . . . . . . . . 7,632 --
Accumulated Losses in Excess of
Equity Investment . . . . . . . . . . 1,555 1,555
Other Liabilities. . . . . . . . . . . 488 485
----------- -----------
149,179 176,026
----------- -----------
Minority Interest. . . . . . . . . . . 34,006 32,778
----------- -----------

SHAREHOLDERS' EQUITY:
Common Stock, $.0001 par value,
124,800,000 shares authorized,
17,385,227 shares and 15,873,553
shares issued and outstanding at
March 31, 1997 and December 31,
1996, respectively,. . . . . . . . . 2 2
Price Group Stock, $.0001 par
value, 200,000 shares authorized,
issued and outstanding . . . . . . . -- --
Excess Stock, 75,000,000 shares
authorized . . . . . . . . . . . . . -- --
Additional Paid-in Capital . . . . . . 232,038 193,229
Accumulated Dividends in Excess of
Net Income . . . . . . . . . . . . . (22,093) (20,675)
----------- -----------
209,947 172,556
----------- -----------
$ 393,132 $ 381,360
=========== ===========

See accompanying notes to financial statements.

JP REALTY, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

For the three months ended March 31,
------------------------------------
1997 1996
------------ ------------

Revenues:
Minimum Rents. . . . . . . . . $ 13,207 $ 12,204
Percentage and Overage Rents . 1,003 918
Recoveries from Tenants. . . . 3,878 3,617
Interest . . . . . . . . . . . 218 123
Other. . . . . . . . . . . . . 69 80
------------ ------------
18,375 16,942
------------ ------------
Expenses:
Operating and Maintenance. . . 2,735 2,590
Real Estate Taxes and
Insurance. . . . . . . . . . . 1,906 1,905
General and Administrative . . 1,436 1,337
Depreciation . . . . . . . . . 2,642 2,378
Amortization of Deferred
Financing Costs. . . . . . . . 254 292
Amortization of Deferred
Leasing Costs. . . . . . . . . 171 174
Interest . . . . . . . . . . . 1,676 1,573
------------ ------------
10,820 10,249
------------ ------------

7,555 6,693

Minority Interest in Income of
Consolidated Partnerships. . . (71) (66)
Gain on Sale of Real Estate. . . -- 94
------------ ------------
Income Before Minority Interest
of PDC Unitholders . . . . . . 7,484 6,721
Minority Interest of PDC
Unitholders. . . . . . . . . . (1,270) (1,235)
------------ ------------
Net Income . . . . . . . . . . . $ 6,214 $ 5,486
============ ============
Earnings Per Share:
Net Income . . . . . . . . . . $ .36 $ .34
============ ============

Weighted Average Number
of Common Shares . . . . . . . 17,113 16,036
============ ============

See accompanying notes to financial statements.

6
JP REALTY, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)

(DOLLARS IN THOUSANDS)

For the three months ended March 31,
------------------------------------
1997 1996
------------ ------------

NET CASH PROVIDED BY
OPERATING ACTIVITIES . . . . . $ 11,660 $ 10,182
------------ ------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Real Estate Assets, Developed
or Acquired, Net of Payables . (9,717) (3,037)
(Increase) Decrease in
Restricted Cash. . . . . . . . (22) (68)
------------ ------------
Net Cash (Used in)
Investing Activities. . . . (9,739) (3,105)
------------ ------------

CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from Borrowings . . . . 7,977 10,000
Repayments of Borrowings . . . . (44,136) (9,034)
Net Proceeds from Sale of
Common Stock . . . . . . . . . 38,632 --
Proceeds from Stock Option
Exercise . . . . . . . . . . . 135 --
Distributions to Minority
Interests. . . . . . . . . . . (73) (794)
Deferred Financing Costs . . . . (406) --
------------ ------------
Net Cash Provided by
Financing Activities. . . . 2,129 172
------------ ------------

Net Increase (Decrease) in Cash. 4,050 7,249
Cash, Beginning of Period. . . . 1,750 1,827
------------ ------------
Cash, End of Period. . . . . . . $ 5,800 $ 9,076
============ ============

SUPPLEMENTAL DISCLOSURE OF
NON-CASH TRANSACTIONS:

The following non-cash transactions occurred:

Dividends Accrued not Paid . . . $ 7,632 $ 6,718

See accompanying notes to financial statements.

JP REALTY, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

1. BUSINESS SUMMARY AND SIGNIFICANT ACCOUNTING POLICIES

BUSINESS

JP Realty, Inc. (the "Company") is primarily engaged in the
business of owning, leasing, managing, operating, developing and
redeveloping malls, community centers and other commercial
properties. The tenant base includes primarily national retail
chains and local retail companies. Consequently, the Company's
credit risk is concentrated in the retail industry. The Company's
properties are owned and controlled by the Company through its 83%
general partner interest in Price Development Company, Limited
Partnership ("PDC").

2. SECONDARY OFFERING

On January 28, 1997, the Company sold 1,500,000 shares of
Common Stock in an underwritten public offering at an offering
price of $27.125 per share. Gross proceeds raised were
approximately $40,700 with net proceeds to the Company of $38,600.
The proceeds were used to purchase additional interests in PDC.
PDC used the proceeds and additional operating cash to reduce the
$50,000 credit facility by $39,900.

3. BORROWINGS

In January and February 1997, the Company paid a total of
$39,900 to reduce the $50,000 credit facility resulting in a
balance outstanding as of March 31, 1997 of $4,100 (See Note 2).

On July 30, 1996, Spokane Mall Development Company, a
consolidated partnership, of which PDC is the General Partner,
entered into a $50,000 construction facility. The construction
facility will be used to fund the development and construction of
the Spokane Valley Mall in Spokane, Washington. The construction
loan has a 3 year term with an optional 2 year extension and is
secured by the Spokane Valley Mall and guaranteed by PDC. As of
March 31, 1997, borrowings on the loan were $24,920.

4. SFAS 128 DISCLOSURE

The Company is required to adopt Statement of Financial
Accounting Standard No. 128 ("SFAS 128"), Earnings Per Share as of
December 31, 1997; earlier application is not permitted. SFAS 128
specifies the computation, presentation, and disclosure
requirements for earnings per share. The Company does not believe
that the adoption of SFAS 128 will have a material effect on the
Company's method of calculation or display of earning per share
amounts.

8
JP REALTY, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

5. ACQUISITIONS AND PRO FORMA FINANCIAL INFORMATION

As noted in Footnote 2, on January 28, 1997, the Company sold
1,500,000 shares of Common Stock in an underwritten public offering
at an offering price of $27.125 per share. On April 4, 1996 the
Company acquired the Grand Teton Mall located in Idaho Falls, Idaho
for a purchase price of $34,400. The unaudited pro forma financial
information for the three months ended March 31, 1997 is presented
as if the public offering of common stock had occurred on January
1, 1997. The unaudited pro forma financial information for the
three months ended March 31, 1996 is presented as if the public
offering of Common Stock and the acquisition of the Grand Teton
Mall had occurred on January 1, 1996.

FOR THE THREE MONTHS ENDED MARCH 31,
------------------------------------
1997 1996
Pro Forma Pro Forma
----------- -----------

Total Revenues . . . . . . . . . $ 18,375 $ 18,093

Net Income 6,382 6,162

Earnings Per
Share of Common Stock. . . . . $ .36 $ .35

6. SHAREHOLDERS' EQUITY

The following table summarizes changes in shareholders equity
since December 31, 1995:

Accumulated
Additional Dividends in
Common Paid-in Excess of
Shares Stock Capital Net Income Total
---------- ------- ----------- ----------- ---------

Shareholders' Equity
at December 31, 1995 16,035,500 $ 2 $ 192,658 $ (16,906) $ 175,754
Stock Option
Compensation -- -- 13 -- 13
Issued Shares Common
Stock - Stock Options
Exercised 22,397 -- 394 -- 394
PDC Units Converted 15,656 -- 164 -- 164
Net Income for the
Period -- -- -- 23,370 23,370
Dividends Paid -- -- -- (27,139) (27,139)
---------- -------- ------------ --------- ---------
Shareholders' Equity at
December 31, 1996 16,073,553 2 193,229 (20,675) 172,556

Stock Option
Compensation -- -- 3 -- 3
Issued Shares Common
Stock -
Additional Offering 1,500,000 -- 38,632 -- 38,632
Stock Options
Exercised 7,410 -- 135 -- 135
PDC Units Converted 4,264 -- 39 -- 39
Net Income for the
Period -- -- -- 6,214 6,214
Dividends Accrued -- -- -- (7,632) (7,632)
---------- ------- ------------ --------- ---------
Shareholders' Equity at
March 31, 1997 17,585,227 $ 2 $ 232,038 $ (22,093) $ 209,947
========== ======= ============ ========= =========

9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------

OVERVIEW

The Company completed its initial public offering on January
21, 1994, and conducts all of its business operations through its
83% controlling general partner interest in, Price Development
Company, Limited Partnership ("PDC").

The Company is a fully integrated, self administered and self-
managed REIT primarily engaged in the ownership, leasing,
management, operation, development, redevelopment and acquisition
of retail properties in the Intermountain Region, as well as in
Oregon, Washington and California. The Company's existing
portfolio consists of 44 properties, including 11 enclosed regional
malls, 24 community centers, three freestanding retail properties
and six mixed-use commercial properties. The Company's financial
condition and results of operations was positively impacted by the
Company's April 1996 acquisition of the Grand Teton Mall, as well
as its development activities which added a combined 537,668 square
feet of GLA to the retail portfolio and 24,000 square feet of GLA
to the commercial portfolio. The Company also completed an
additional public offering in January 1997, raising approximately
$40.7 million in gross proceeds through the sale of 1,500,000
shares of its Common Stock.

RESULTS OF OPERATIONS

COMPARISON OF THREE MONTHS ENDED MARCH 31, 1997 TO THREE MONTHS
ENDED MARCH 31, 1996 (DOLLARS IN THOUSANDS)

Total revenues for the three months ended March 31, 1997
increased $1,433 or 8% to $18,375 as compared to $16,942 in 1996.
This increase is primarily attributable to a $1,003 or 8% increase
in minimum rents to $13,207 as compared to $12,204 in 1996.
Additionally, percentage and overage rents increased $85 or 9% to
$1,003 as compared to $918 in 1996.

The April 1996 acquisition of the Grand Teton Mall,
contributed $972 to the minimum rent increase and $48 to the
percentage and overage rent increase.

Recoveries from tenants increased $262 or 7% to $3,879 as
compared to $3,617 in 1996. Property operating expenses, including
operating and maintenance and real estate taxes and insurance
increased $145 or 6% and $1 or 0% respectively. This increase is
mainly due to the 1996 Grand Teton Mall property acquisition.
Grand Teton Mall tenant recoveries and operating expenses were $339
and $415, respectively. Recoveries from tenants as a percentage of
property operating expenses were 72% compared to 71% in 1996.

Depreciation and amortization increased $223 or 8% to $3,067
as compared to $2,844 in 1996. This increase is primarily due to
the acquisition of Grand Teton Mall and the increase in newly
developed GLA.

Interest expense increased $103 or 7% to $1,676 as compared to
$1,573 in 1996. This increase resulted from additional borrowings
used to acquire the Grand Teton Mall in April 1996.

10
LIQUIDITY AND CAPITAL RESOURCES

The Company's principal uses of its liquidity and capital
resources have historically been for distributions, property
development, expansion and renovation programs and debt repayment.
To maintain its qualification as a REIT under the Internal Revenue
Code of 1986, as amended (the "Code"), the Company is required to
distribute to its shareholders at least 95% of its "Real Estate
Investment Trust Taxable Income", as defined in the Code. During
the quarter ended March 31, 1997 the Company declared a
distribution of $.435 per share payable April 22, 1997 to the
shareholders of record as of April 4, 1997.

The Company's principal source of liquidity is its cash flow
from operations generated from its real estate investments. As of
March 31, 1997, the Company's cash and restricted cash amounted to
approximately $8.2 million. In addition to its cash and restricted
cash, unused capacity under its Credit Facilities totaled $70.9
million. On January 28, 1997, the Company completed an additional
public offering of 1,500,000 shares of Common Stock, raising
approximately $40.7 million in gross proceeds. The net proceeds of
approximately $38.8 million were used to pay costs of the offering
and to reduce outstanding borrowings under the Credit Facilities by
approximately $38.6 million. After the use of the proceeds from
the January public offering, the Company has an unused borrowing
capacity under its Credit Facilities of approximately 70.9 million.

The Company expects to meet its short term cash requirements,
including recurring capital expenditures related to maintenance and
improvement of existing properties, through undistributed funds
from operations, cash balances and advances under the Credit
Facilities. Exclusive of construction and development activities,
capital expenditures (both revenue and non-revenue enhancing) for
the existing properties are budgeted in 1997 to be approximately
$4.2 million.

The Company's principal long-term liquidity requirements will
be the repayment of principal on the $95 million mortgage debt,
which matures in 2001 and requires principal payments in an amount
necessary to reduce the debt to $83.1 million as of January 21,
2000, and the retirement of outstanding balances under the Credit
Facilities.

An additional long-term liquidity need of the Company is the
construction of the regional mall in Spokane, Washington. On July
30, 1996, the Company entered into a $50 million construction
facility to meet its development and construction needs regarding
the Spokane project. Completion of the project, which is expected
to contain approximately 750,000 square feet of total GLA, is
anticipated to occur in 1997. The Company estimates the total cost
of this project will be approximately $67 million. The difference
between the estimated cost of the project and the construction
facility has already been incurred by the Company in the form of
land, fees and other development costs. As of March 31, 1997
borrowings on the loan were approximately $24.9 million.

The Company is also planning the development of an enclosed
regional mall in Provo, Utah. The Provo project will also
represent a future long-term liquidity need for the Company. The
Company expects to fund this project through advances under its
Credit Facilities in combination with construction financing. The
availability of financing and the status of other projects will
influence the Company's decision to proceed with, and the pace of,
the proposed Provo project.

The Company is also contemplating the expansion and renovation
of several of its existing properties and additional development
projects and acquisitions as a means to expand its portfolio. The
Company does not expect to generate sufficient funds from
operations to meet such long-term needs and intends to finance
these costs primarily through advances under the Credit Facilities,
together with alternative funding sources.

The Company intends to incur additional borrowings in the
future in a manner consistent with its policy of maintaining a
ratio of debt-to-total market capitalization of less than 50%. The
Company's ratio of debt-to-total market capitalization was
approximately 18% at March 31, 1997.

PART II

ITEM 1. LEGAL PROCEEDINGS
-----------------

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

ITEM 2. CHANGES IN SECURITIES
---------------------

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
-------------------------------

Not applicable.

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

Not applicable.

ITEM 5. OTHER INFORMATION
-----------------

Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------

(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION
------- -----------

3.1 Amended and Restated Articles of
Incorporation the Company (3(a))*
3.2 Amended and Restated Bylaws of the Company
(3(b))*
4.1 Specimen of Common Stock Certificate (4)*
10.1 Amended and Restated Agreement of Limited
Partnership of Price Development Company,
Limited Partnership (10(a))*
10.2 Agreement of Limited Partnership of Price
Financing Partnership, L.P. (10(b))*
10.3 Loan Agreements related to Mortgage Debt
and related documents (10(c))*
i) Deed of Trust, Mortgage, Security
Agreement and Assignment of Leases
and Rents of Price Financing
Partnership, L.P.
ii) Intentionally Omitted
iii) Indenture between Price Capital
Corp. and a Trustee
iv) Limited Guarantee Agreement (Guarantee
of Collection) for outside investors
v) Limited Guarantee Agreement (Guarantee
of Collection) for Price Group Investors
vi) Cash Collateral Account Security,
Pledge and Assignment Agreement among
Price Financing Partnership, L.P.,
Price Capital Corp. and Continental
Bank N.A.
vii) Note Issuance Agency Agreement between
Price Capital Corp. and Price
Financing Partnership, L.P.
viii) Management and Leasing Agreement
among Price Financing Partnership,
L.P. and Price Development Company,
Limited Partnership
ix) Assignment of Management and
Leasing Agreement of Price
Financing Partnership, L.P.
10.4 Employment and Non-Competition Agreement
between the Company and John Price
(10(d))*
10.5 Indemnification Agreement for Directors
and Officers (10(f))*
10.6 Registration Rights Agreement among the
Company and the Limited Partners of
Price Development Company, Limited
Partnership (10(g))*
10.7 Amendment No. 1 to Registration Rights
Agreement, dated August 1, 1995, among
the Company and the Limited Partners of
Price Development Company, Limited
Partnership**
10.8 Exchange Agreement among the Company
and the Limited Partners of Price
Development Company, Limited
Partnership (10(g))*
10.9 1993 Stock Option Plan (10(i))*
10.10 Amendment to Groundlease between
Price Development Company and Alvin
Malstrom as Trustee and C.F. Malstrom,
dated December 31, 1985. (Groundlease
for Plaza 9400) (10(j))*

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

*Documents were previously filed with the Registration Statement on
Form S-11, File No. 33-68844, under the exhibit numbered in
parentheticals, and are incorporated herein by reference.

**Documents were previously filed with the Company's Annual Report
of Form 10-K for the year ended December 31, 1995 and are
incorporated herein by reference.

EXHIBIT
NUMBER DESCRIPTION
------- -----------

10.11 Lease Agreement between The
Corporation of the President
of the Church of Jesus Christ of
Latter Day Saints and Price-James
and Assumptions, dated September
24, 1979. (Groundlease for
Anaheim Plaza) (10(k))*
10.12 Indenture of Lease between Ambrose
and Zelda Motta and Cordova Village,
dated July 26, 1974, and Amendments
and Transfers thereto. (Groundlease
for Fort Union Plaza) (10(l))*
10.13 Lease Agreement between Advance
Management Corporation and Price Rentals,
Inc. and dated August 1, 1975 and
Amendments thereto. (Groundlease for
Price Fremont) (10(m))*
10.14 Groundlease between Aldo Rossi and
Price Development Company, Dated June
1, 1989, and related documents.
(Groundlease for Halsey Crossing)
(10(n))*
10.15 Loan Agreements related to 1995
Credit Facility **
i) Credit Agreement, dated March 8,
1995, between Price Development
Company, Limited Partnership and
Lexington Mortgage Company
ii) Note dated March 8, 1995
iii) Guaranty of Payment dated March
8, 1995 between the Company and
Lexington Mortgage Company
iv) Cash Collateral Account Security,
Pledge and Assignment Agreement
dated March 8, 1995 between
Price Development Company,
Limited Partnership, Bank One,
Utah, N.A. and Lexington
Mortgage Company
v) Amended and Restated Credit
Agreement dated June 29, 1995
between Price Development Company,
Limited Partnership, Merrill
Lynch Mortgage Capital, Inc. and
Capital Market Assurance
Corporation
vi) Amendment to Cash collateral
Account, Security, Pledge and
Assignment Agreement dated June
29, 1995
vii) Reaffirmation of Guaranty dated
June 29, 1995
10.16 Amendment to Company's By-laws

(b) Reports on Form 8-K - No reports on Form
8-K were filed by the Company during the
three months ended March 31, 1997.

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

*Documents were previously filed with the Registration Statement on
Form S-11, File No. 33-68844, under the exhibit numbered in
parentheticals, and are incorporated herein by reference.

**Documents were previously filed with the Company's Annual Report
of Form 10-K for the year ended December 31, 1995 and are
incorporated herein by reference.

14
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.

JP REALTY, INC.
(Registrant)

May 13, 1997 /s/ John Price
- ----------------------------- ------------------------------
(Date) John Price
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER

May 13, 1997 /s/ Paul K. Mendenhall
- ----------------------------- ------------------------------
(Date) Paul K. Mendenhall
VICE PRESIDENT--FINANCE AND
SECRETARY (PRINCIPAL FINANCIAL
& ACCOUNTING OFFICER)

15
EXHIBIT INDEX

EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ------

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

*Documents were previously filed with the Registration Statement on
Form S-11, File No. 33-68844, under the exhibit numbered in
parentheticals, and are incorporated herein by reference.

**Documents were previously filed with the Company's Annual Report
of Form 10-K for the year ended December 31, 1995 and are
incorporated herein by reference.

16
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ------

(b) Reports on Form 8-K - No reports on Form
8-K were filed by the Company during the
three months ended March 31, 1997.

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

*Documents were previously filed with the Registration Statement on
Form S-11, File No. 33-68844, under the exhibit numbered in
parentheticals, and are incorporated herein by reference.

**Documents were previously filed with the Company's Annual Report
of Form 10-K for the year ended December 31, 1995 and are
incorporated herein by reference.

17
JP REALTY, INC.
BY-LAWS
[AS AMENDED THROUGH MARCH, 1997]

ARTICLE I.
STOCKHOLDERS

SECTION 1.01. ANNUAL MEETING. The Corporation shall hold an
annual meeting of its stockholders to elect directors and transact
any other business within its powers, either at 10:00 a.m. on the
fifth Wednesday after March 31st in each year if not a legal
holiday, or at such other time on such other day falling on or
before the 30th day thereafter as shall be set by the Board of
Directors. Except as the Charter or statute provides otherwise,
any business may be considered at an annual meeting without the
purpose of the meeting having been specified in the notice.
Failure to hold an annual meeting does not invalidate the
Corporation's existence or affect any otherwise valid corporate
acts. [AS AMENDED MARCH, 1997]

SECTION 1.02. SPECIAL MEETING. At any time in the interval
between annual meetings, a special meeting of the stockholders may
be called by the Chairman of the Board or the President or by a
majority of the Board of Directors by vote at a meeting or in
writing (addressed to the Secretary of the Corporation) with or
without a meeting. Special meetings of the stockholders shall be
called by the Secretary at the request of stockholders only on the
written request of stockholders entitled to cast at least a
majority of all the votes entitled to be cast at the meeting. A
request for a special meeting shall state the purpose of the
meeting and the matters proposed to be acted on at it. The
Secretary shall inform the stockholders who make the request of the
reasonably estimated costs of preparing and mailing a notice of the
meeting and, on payment of these costs to the Corporation, notify
each stockholder entitled to notice of the meeting. [AS AMENDED
MARCH, 1997]

SECTION 1.03. PLACE OF MEETINGS. Meetings of stockholders
shall be held at such place in the United States as is set from
time to time by the Board of Directors.

SECTION 1.04. NOTICE OF MEETINGS; WAIVER OF NOTICE. Not less
than ten nor more than 90 days before each stockholders' meeting,
the Secretary shall give written notice of the meeting to each
stockholder entitled to vote at the meeting and each other
stockholder entitled to notice of the meeting. The notice shall
state the time and place of the meeting and, if the meeting is a
special meeting or notice of the purpose is required by statute,
the purpose of the meeting. Notice is given to a stockholder when
it is personally delivered to him or her, left at his or her
residence or usual place of business, or mailed to him or her at
his or her address as it appears on the records of the Corporation.
Notwithstanding the foregoing provisions, each person who is
entitled to notice waives notice if he or she before or after the
meeting signs a waiver of the notice which is filed with the
records of stockholders' meetings, or is present at the meeting in
person or by proxy. [AS AMENDED MARCH, 1997]

SECTION 1.05. QUORUM; VOTING. Unless statute or the Charter
provides otherwise, at a meeting of stockholders the presence in
person or by proxy of stockholders entitled to cast a majority of
all the votes entitled to be cast at the meeting constitutes a
quorum, and a majority of all the votes cast at a meeting at which
a quorum is present is sufficient to approve any matter which
properly comes before the meeting, except that a plurality of all
the votes cast at a meeting at which a quorum is present is
sufficient to elect a director.

SECTION 1.06. ADJOURNMENTS. Whether or not a quorum is
present, a meeting of stockholders convened on the date for which
it was called may be adjourned from time to time without further
notice by a majority vote of the stockholders present in person or
by proxy to a date not more than 120 days after the original record
date. Any business which might have been transacted at the meeting
as originally notified may be deferred and transacted at any such
adjourned meeting at which a quorum shall be present.

SECTION 1.07. GENERAL RIGHT TO VOTE; PROXIES. Unless the
Charter provides for a greater or lesser number of votes per share
or limits or denies voting rights, each outstanding share of stock,
regardless of class, is entitled to one vote on each matter
submitted to a vote at a meeting of stockholders. In all elections
for directors, each share of stock may be voted for as many
individuals as there are directors to be elected and for whose
election the share is entitled to be voted. A stockholder may vote
the stock the stockholder owns of record either in person or by
proxy. A stockholder may sign a writing authorizing another person
to act as proxy. Signing may be accomplished by the stockholder or
the stockholder's authorized agent signing the writing or causing
the stockholder's signature to be affixed to the writing by any
reasonable means, including facsimile signature. A stockholder may
authorize another person to act as proxy by transmitting, or
authorizing the transmission of, a telegram, cablegram, datagram,
or other means of electronic transmission to the person

authorized to act as proxy or to a proxy solicitation firm, proxy
support service organization, or other person authorized by the
person who will act as proxy to receive the transmission. Unless
a proxy provides otherwise, it is not valid more than 11 months
after its date. A proxy is revocable by a stockholder at any time
without condition or qualification unless the proxy states that it
is irrevocable and the proxy is coupled with an interest. A proxy
may be made irrevocable for so long as it is coupled with an
interest. The interest with which a proxy may be coupled includes
an interest in the stock to be voted under the proxy or another
general interest in the Corporation or its assets or liabilities.
[AS AMENDED MARCH, 1997]

SECTION 1.08. LIST OF STOCKHOLDERS. At each meeting of
stockholders, a full, true and complete list of all stockholders
entitled to vote at such meeting, showing the number and class of
shares held by each and certified by the transfer agent for such
class or by the Secretary, shall be furnished by the Secretary.

SECTION 1.09. CONDUCT OF BUSINESS AND VOTING. At all
meetings of stockholders, unless the voting is conducted by an
inspector, the proxies and ballots shall be received, and all
questions touching the qualification of voters and the validity of
proxies, the acceptance or rejection of votes and procedures for
the conduct of business not otherwise specified by these By-Laws,
the Charter or law, shall be decided or determined by the chairman
of the meeting. If demanded by stockholders, present in person or
by proxy, entitled to cast 10% in number of votes entitled to be
cast, or if ordered by the chairman, the vote upon any election or
question shall be taken by ballot and, upon like demand or order,
the voting shall be conducted by an inspector, in which event the
proxies and ballots shall be received, and all questions touching
the qualification of voters and the validity of proxies and the
acceptance or rejection of votes shall be decided, by such
inspector. Unless so demanded or ordered, no vote need be by
ballot and voting need not be conducted by an inspector. The
stockholders at any meeting may choose an inspector to act at such
meeting, and in default of such election the chairman of the
meeting may appoint an inspector. No candidate for election as a
director at a meeting shall serve as an inspector thereat.

SECTION 1.10. INFORMAL ACTION BY STOCKHOLDERS. Any action
required or permitted to be taken at a meeting of stockholders may
be taken without a meeting if there is filed with the records of
stockholders meetings an unanimous written consent which sets forth
the action and is signed by each stockholder entitled to vote on
the matter and a written waiver of any right to dissent signed by
each stockholder entitled to notice of the meeting but not entitled
to vote at it.

SECTION 1.11. STOCKHOLDER PROPOSALS. For any stockholder proposal
to be presented in connection with an annual meeting of
stockholders of the Corporation, including any proposal relating to
the nomination of a director to be elected to the Board of
Directors of the Corporation, the stockholders must have given
timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be
delivered to the Secretary at the principal executive offices of
the Corporation not less than 60 days nor more than 90 days prior
to the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the annual
meeting is advanced by more than 30 days or delayed by more than 60
days from such anniversary date, notice by the stockholder to be
timely must be so delivered not earlier than the 90th day prior to
such annual meeting and not later than the close of business on the
later of the 60th day prior to such annual meeting or the tenth day
following the day on which public announcement of the date of such
meeting is first made. Such stockholder's notice shall set forth
(a) as to each person whom the stockholder proposes to nominate for
election or reelection as a director all information relating to
such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (including such
person's written consent to being named in the proxy statement as
a nominee and to serving as a director if elected); (b) as to any
other business that the stockholder proposes to bring before the
meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such
stockholder and of the beneficial owner, if any, on whose behalf
the proposal is made; and (c) as to the stockholder giving the
notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made, (i) the name and address of such
stockholder, as they appear on the Corporation's books, and of such
beneficial owner and (ii) the class and number of shares of stock
of the Corporation which are owned beneficially and of record by
such stockholders and such beneficial owner. [AS AMENDED MARCH,
1997]

ARTICLE II.
BOARD OF DIRECTORS

SECTION 2.01. FUNCTION OF DIRECTORS. The business and
affairs of the Corporation shall be managed under the direction of
its Board of Directors. All powers of the Corporation may be
exercised by or under authority of the Board of Directors, except
as conferred on or reserved to the stockholders by statute or by
the Charter or By-Laws.

SECTION 2.02. NUMBER OF DIRECTORS. The Corporation shall
have at least three directors; provided that, if there is no stock
outstanding, the number of Directors may be less than three but not
less than one, and, if there is stock outstanding and so long as
there are less than three stockholders, the number of Directors may
be less than three but not less than the number of stockholders.
The Corporation shall have the number of directors provided in the
Charter until changed as herein provided. Except as the Charter
provides otherwise, a majority of the entire Board of Directors may
alter the number of directors set by the Charter to not exceeding
15 nor less than the minimum number then permitted herein, but the
action may not affect the tenure of office of any director.

SECTION 2.03. ELECTION AND TENURE OF DIRECTORS. Subject to
the rights of holders of Price Group Stock, at each annual meeting
the stockholders shall elect directors to hold office until the
next annual meeting and until their successors are elected and
qualify.

SECTION 2.04. REMOVAL OF DIRECTOR. Any director or the
entire Board of Directors may be removed only in accordance with
the provisions of the Charter.

SECTION 2.05. VACANCY ON BOARD. Subject to the rights of
holders of Price Group Stock, the stockholders may elect a
successor to fill a vacancy on the Board of Directors which results
from the removal of a director. A director elected by the
stockholders to fill a vacancy which results from the removal of a
director serves for the balance of the term of the removed
director. Subject to the rights of holders of Price Group Stock,
a majority of the remaining directors, whether or not sufficient to
constitute a quorum, may fill a vacancy on the Board of Directors
which results from any cause except an increase in the number of
directors and a majority of the entire Board of Directors may fill
a vacancy which results from an increase in the number of
directors. A director elected by the Board of Directors to fill a
vacancy serves until the next annual meeting of stockholders and
until his or her successor is elected and qualifies. [AS AMENDED
MARCH, 1997]

SECTION 2.06. REGULAR MEETINGS. After each meeting of
stockholders at which directors shall have been elected, the Board
of Directors shall meet as soon as practicable for the purpose of
organization and the transaction of other business. In the event
that no other time and place are specified by resolution of the
Board, the President or the Chairman, with notice in accordance
with Section 2.08, the Board of Directors shall meet immediately
following the close of, and at the place of, such stockholders'
meeting. Any other regular meeting of the Board of Directors shall
be held on such date and at any place as may be designated from
time to time by the Board of Directors.

SECTION 2.07. SPECIAL MEETINGS. Special meetings of the
Board of Directors may be called at any time by the Chairman of the
Board or the President or by a majority of the Board of Directors
by vote at a meeting, or in writing with or without a meeting. A
special meeting of the Board of Directors shall be held on such
date and at any place as may be designated from time to time by the
Board of Directors. In the absence of designation such meeting
shall be held at such place as may be designated in the call.

SECTION 2.08. NOTICE OF MEETING. Except as provided in
Section 2.06, the Secretary shall give notice to each director of
each regular and special meeting of the Board of Directors. The
notice shall state the time and place of the meeting. Notice is
given to a director when it is delivered personally to him or her,
left at his or her residence or usual place of business, or sent by
telegraph, facsimile transmission or telephone, at least 24 hours
before the time of the meeting or, in the alternative by mail to
his or her address as it shall appear on the records of the
Corporation, at least 72 hours before the time of the meeting.
Unless these By-Laws or a resolution of the Board of Directors
provides otherwise, the notice need not state the business to be
transacted at or the purposes of any regular or special meeting of
the Board of Directors. No notice of any meeting of the Board of
Directors need be given to any director who attends except where a
director attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting is not lawfully
called or convened, or to any director who, in writing executed and
filed with the records of the meeting either before or after the
holding thereof, waives such notice. Any meeting of the Board of
Directors, regular or special, may adjourn from time to time to
reconvene at the same or some other place, and no notice need be
given of any such adjourned meeting other than by announcement.
[AS AMENDED MARCH, 1997]

SECTION 2.09. QUORUM; ACTION BY DIRECTORS. A majority of the
entire Board of Directors shall constitute a quorum for the
transaction of business. In the absence of a quorum, the directors
present by majority vote and without notice other than by
announcement may adjourn the meeting from time to time until a
quorum shall attend. At any such adjourned meeting at which a
quorum shall be present, any business may be transacted which might
have been transacted at the meeting as originally notified. Unless
statute or the Charter or By-Laws requires a greater proportion,
the action of a majority of the directors present at a meeting at
which a quorum is present is action of the Board of Directors.

Any action required or permitted to be taken at a meeting of the
Board of Directors may be taken without a meeting, if an unanimous
written consent which sets forth the action is signed by each
member of the Board and filed with the minutes of proceedings of
the Board. [AS AMENDED MARCH, 1997]

SECTION 2.10. MEETING BY CONFERENCE TELEPHONE. Members of
the Board of Directors may participate in a meeting by means of a
conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the
same time. Participation in a meeting by these means constitutes
presence in person at a meeting.

SECTION 2.11. COMPENSATION. By resolution of the Board of
Directors a fixed sum and expenses, if any, for attendance at each
regular or special meeting of the Board of Directors or of
committees thereof, and other compensation for their services as
such or on committees of the Board of Directors, may be paid to
directors. Directors who are full-time employees of the
Corporation need not be paid for attendance at meetings of the
board or committees thereof for which fees are paid to other
directors. A director who serves the Corporation in any other
capacity also may receive compensation for such other services,
pursuant to a resolution of the directors.

SECTION 2.12. ADVISORY DIRECTORS. The Board of Directors may
by resolution appoint advisory directors to the Board, who may also
serve as directors emeriti, and shall have such authority and
receive such compensation and reimbursement as the Board of
Directors shall provide. Advisory directors or directors emeriti
shall not have the authority to participate by vote in the
transaction of business.

ARTICLE III.
COMMITTEES

SECTION 3.01. COMMITTEES. The Board of Directors may appoint
from among its members an Executive Committee, an Audit Committee,
an Executive Compensation Committee and other committees composed
of one or more directors and delegate to these committees any of
the powers of the Board of Directors, except the power to authorize
dividends on stock, elect directors, issue stock other than as
provided in the next sentence, recommend to the stockholders any
action which requires stockholder approval, amend these By-Laws, or
approve any merger or share exchange which does not require
stockholder approval. The entire Audit Committee shall be
directors who are independent of management. The entire Executive
Compensation Committee shall be directors who are "disinterested
persons" within the meaning of Rule 16b-3 of the Securities
Exchange Act of 1934, as amended. If the Board of Directors has
given general authorization for the issuance of stock providing for
or establishing a method or procedure for determining the maximum
number of shares to be issued, a committee of the Board, in
accordance with that general authorization or any stock option or
other plan or program adopted by the Board of Directors, may
authorize or fix the terms of stock subject to classification or
reclassification and the terms on which any stock may be issued,
including all terms and conditions required or permitted to be
established or authorized by the Board of Directors. [AS AMENDED
MARCH, 1997]

SECTION 3.02. COMMITTEE PROCEDURE. Each committee may fix
rules of procedure for its business. A majority of the members of
a committee shall constitute a quorum for the transaction of
business and the act of a majority of those present at a meeting at
which a quorum is present shall be the act of the committee. The
members of a committee present at any meeting, whether or not they
constitute a quorum, may appoint a director to act in the place of
an absent member. Any action required or permitted to be taken at
a meeting of a committee may be taken without a meeting, if an
unanimous written consent which sets forth the action is signed by
each member of the committee and filed with the minutes of the
committee. The members of a committee may conduct any meeting
thereof by conference telephone in accordance with the provisions
of Section 2.10.

SECTION 3.03. EMERGENCY. In the event of a state of disaster
of sufficient severity to prevent the conduct and management of the
affairs and business of the Corporation by its directors and
officers as contemplated by the Charter and these By-Laws, any two
or more available members of the then incumbent Executive Committee
shall constitute a quorum of that Committee for the full conduct
and management of the affairs and business of the Corporation in
accordance with the provisions of Section 3.01. In the event of
the unavailability, at such time, of a minimum of two members of
the then incumbent Executive Committee, the available directors
shall elect an Executive Committee consisting of any two members of
the Board of Directors, whether or not they be officers of the
Corporation, which two members shall constitute the Executive
Committee for the full conduct and management of the affairs of the
Corporation in accordance with the foregoing provisions of this
Section. This Section shall be subject to implementation by
resolution of the Board of Directors passed from time to time for
that purpose, and any provisions of these By-Laws (other than this
Section) and any resolutions which

are contrary to the provisions of this Section or to the provisions
of any such implementary resolutions shall be suspended until it
shall be determined by any interim Executive Committee acting under
this Section that it shall be to the advantage of the Corporation
to resume the conduct and management of its affairs and business
under all the other provisions of these By-Laws. [AS AMENDED
MARCH, 1997]

ARTICLE IV.
OFFICERS
SECTION 4.01. EXECUTIVE AND OTHER OFFICERS. The Corporation
shall have a President, a Secretary, and a Treasurer. It may also
have a Chairman of the Board. The Board of Directors shall
designate who shall serve as chief executive officer, who shall
have general supervision of the business and affairs of the
Corporation, and may designate a chief operating officer, who shall
have supervision of the operations of the Corporation. In the
absence of any designation the Chairman of the Board, if there be
one, shall serve as chief executive officer and the President shall
serve as chief operating officer. In the absence of the Chairman
of the Board, or if there be none, the President shall be the chief
executive officer. The same person may hold both offices. The
Corporation may also have one or more Vice-Presidents, assistant
officers, and subordinate officers as may be established by the
Board of Directors. A person may hold more than one office in the
Corporation except that no person may serve concurrently as both
President and Vice-President of the Corporation. The Chairman of
the Board shall be a director, and the other officers may be
directors. [AS AMENDED MARCH, 1997]

SECTION 4.02. CHAIRMAN OF THE BOARD. The Chairman of the
Board, if one be elected, shall preside at all meetings of the
Board of Directors and of the stockholders at which he or she shall
be present. Unless otherwise specified by the Board of Directors,
he or she shall be the chief executive officer of the Corporation.
In general, he or she shall perform such duties as are customarily
performed by the chief executive officer of a corporation and may
perform any duties of the President and shall perform such other
duties and have such other powers as are from time to time assigned
to him or her by the Board of Directors. [AS AMENDED MARCH, 1997]

SECTION 4.03. PRESIDENT. Unless otherwise provided by
resolution of the Board of Directors, the President, in the absence
of the Chairman of the Board, shall preside at all meetings of the
Board of Directors and of the stockholders at which he or she shall
be present. Unless otherwise specified by the Board of Directors,
the President shall be the chief operating officer of the
Corporation and perform the duties customarily performed by chief
operating officers. He or she may execute, in the name of the
Corporation, all authorized deeds, mortgages, bonds, contracts or
other instruments, except in cases in which the signing and
execution thereof shall have been expressly delegated to some other
officer or agent of the Corporation. In general, he or she shall
perform such other duties customarily performed by a president of
a corporation and shall perform such other duties and have such
other powers as are from time to time assigned to him or her by the
Board of Directors or the chief executive officer of the
Corporation. [AS AMENDED MARCH, 1997]

SECTION 4.04. VICE-PRESIDENTS. The Vice-President or Vice-
Presidents, at the request of the chief executive officer or the
President, or in the President's absence or during his or her
inability to act, shall perform the duties and exercise the
functions of the President, and when so acting shall have the
powers of the President. If there be more than one Vice-President,
the Board of Directors may determine which one or more of the Vice-
Presidents shall perform any of such duties or exercise any of such
functions, or if such determination is not made by the Board of
Directors, the chief executive officer, or the President may make
such determination; otherwise any of the Vice-Presidents may
perform any of such duties or exercise any of such functions. Each
Vice-President shall perform such other duties and have such other
powers, and have such additional descriptive designations in their
titles (if any), as are from time to time assigned to them by the
Board of Directors, the chief executive officer, or the President.
[AS AMENDED MARCH, 1997]

SECTION 4.05. SECRETARY. The Secretary shall keep the
minutes of the meetings of the stockholders, of the Board of
Directors and of any committees, in books provided for the purpose;
he or she shall see that all notices are duly given in accordance
with the provisions of these By-Laws or as required by law; he or
she shall be custodian of the records of the Corporation; he or she
may witness any document on behalf of the Corporation, the
execution of which is duly authorized, see that the corporate seal
is affixed where such document is required or desired to be under
its seal, and, when so affixed, may attest the same. In general,
he or she shall perform such other duties customarily performed by
a secretary of a corporation, and shall perform such other duties
and have such other powers as are from time to time assigned to him
or her by the Board of Directors, the chief executive officer, or
the President. [AS AMENDED MARCH, 1997]

SECTION 4.06. TREASURER. The Treasurer shall have charge of
and be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit, or cause to be
deposited, in the name of the Corporation, all moneys or other
valuable effects in such banks, trust companies or other
depositories as shall, from time to time, be

selected by the Board of Directors; he or she shall render to the
President and to the Board of Directors, whenever requested, an
account of the financial condition of the Corporation. In general,
he or she shall perform such other duties customarily performed by
a treasurer of a corporation, and shall perform such other duties
and have such other powers as are from time to time assigned to him
or her by the Board of Directors, the chief executive officer, or
the President. [AS AMENDED MARCH, 1997]

SECTION 4.07. ASSISTANT AND SUBORDINATE OFFICERS. The
assistant and subordinate officers of the Corporation are all
officers below the office of Vice-President, Secretary, or
Treasurer. The assistant or subordinate officers shall have such
duties as are from time to time assigned to them by the Board of
Directors, the chief executive officer, or the President.

SECTION 4.08. ELECTION, TENURE AND REMOVAL OF OFFICERS. The
Board of Directors shall elect the officers of the Corporation.
The Board of Directors may from time to time authorize any
committee or officer to appoint assistant and subordinate officers.
Election or appointment of an officer, employee or agent shall not
of itself create contract rights. All officers shall be appointed
to hold their offices, respectively, during the pleasure of the
Board. The Board of Directors (or, as to any assistant or
subordinate officer, any committee or officer authorized by the
Board) may remove an officer at any time. The removal of an
officer does not prejudice any of his or her contract rights. The
Board of Directors (or, as to any assistant or subordinate officer,
any committee or officer authorized by the Board) may fill a
vacancy which occurs in any office for the unexpired portion of the
term. [AS AMENDED MARCH, 1997]

SECTION 4.09. COMPENSATION. The Board of Directors shall
have power to fix the salaries and other compensation and
remuneration, of whatever kind, of all officers of the Corporation.
No officer shall be prevented from receiving such salary by reason
of the fact that he or she is also a director of the Corporation.
The Board of Directors may authorize any committee or officer, upon
whom the power of appointing assistant and subordinate officers may
have been conferred, to fix the salaries, compensation and
remuneration of such assistant and subordinate officers. [AS
AMENDED MARCH, 1997]

ARTICLE V.
DIVISIONAL TITLES

SECTION 5.01. CONFERRING DIVISIONAL TITLES. The Board of
Directors may from time to time confer upon any employee of a
division of the Corporation the title of President, Vice President,
Treasurer or Controller of such division or any other title or
titles deemed appropriate, or may authorize the Chairman of the
Board or the President to do so. Any such titles so conferred may
be discontinued and withdrawn at any time by the Board of
Directors, or by the Chairman of the Board or the President if so
authorized by the Board of Directors. Any employee of a division
designated by such a divisional title shall have the powers and
duties with respect to such division as shall be prescribed by the
Board of Directors, the Chairman of the Board or the President.

SECTION 5.02. EFFECT OF DIVISIONAL TITLES. The conferring of
divisional titles shall not create an office of the Corporation
under Article IV unless specifically designated as such by the
Board of Directors; but any person who is an officer of the
Corporation may also have a divisional title.

ARTICLE VI.
STOCK

SECTION 6.01. CERTIFICATES FOR STOCK. Each stockholder is
entitled to certificates which represent and certify the shares of
stock he or she holds in the Corporation. Each stock certificate
shall include on its face the name of the Corporation, the name of
the stockholder or other person to whom it is issued, and the class
of stock and number of shares it represents. It shall also include
on its face or back (a) a statement of any restrictions on
transferability and (b) a statement which provides in substance
that the Corporation will furnish to any stockholder on request and
without charge a full statement of the designations and any
preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the stock of each class which
the Corporation is authorized to issue, of the differences in the
relative rights and preferences between the shares of each series
of a preferred or special class in series which the Corporation is
authorized to issue, to the extent they have been set, and of the
authority of the Board of Directors to set the relative rights and
preferences of subsequent series of a preferred or special class of
stock and any restrictions on transferability. Such request may be
made to the Secretary or to its transfer agent. It shall be in
such form, not inconsistent with law or with the Charter, as shall
be approved by the Board of Directors or any officer

or officers designated for such purpose by resolution of the Board
of Directors. Each stock certificate shall be signed by the
Chairman of the Board, the President, or a Vice-President, and
countersigned by the Secretary, an Assistant Secretary, the
Treasurer, or an Assistant Treasurer. Each certificate may be
sealed with the actual corporate seal or a facsimile of it or in
any other form and the signatures may be either manual or facsimile
signatures. A certificate is valid and may be issued whether or
not an officer who signed it is still an officer when it is issued.
A certificate may not be issued until the stock represented by it
is fully paid. [AS AMENDED MARCH, 1997]

SECTION 6.02. TRANSFERS. The Board of Directors shall have
power and authority to make such rules and regulations as it may
deem expedient concerning the issue, transfer and registration of
certificates of stock; and may appoint transfer agents and
registrars thereof. The duties of transfer agent and registrar may
be combined.

SECTION 6.03. RECORD DATES OR CLOSING OF TRANSFER BOOKS. The
Board of Directors may set a record date or direct that the stock
transfer books be closed for a stated period for the purpose of
making any proper determination with respect to stockholders,
including which stockholders are entitled to notice of a meeting,
vote at a meeting, receive a dividend, or be allotted other rights.
The record date may not be prior to the close of business on the
day the record date is fixed nor, subject to Section 1.06, more
than 90 days before the date on which the action requiring the
determination will be taken; the transfer books may not be closed
for a period longer than 20 days; and, in the case of a meeting of
stockholders, the record date or the closing of the transfer books
shall be at least ten days before the date of the meeting. [AS
AMENDED MARCH, 1997]

SECTION 6.04. STOCK LEDGER. The Corporation shall maintain
a stock ledger which contains the name and address of each
stockholder and the number of shares of stock of each class which
the stockholder holds. The stock ledger may be in written form or
in any other form which can be converted within a reasonable time
into written form for visual inspection. The original or a
duplicate of the stock ledger shall be kept at the offices of a
transfer agent for the particular class of stock, or, if none, at
the principal office in the State of Maryland or the principal
executive offices of the Corporation.

SECTION 6.05. CERTIFICATION OF BENEFICIAL OWNERS. The Board
of Directors may adopt by resolution a procedure by which a
stockholder of the Corporation may certify in writing to the
Corporation that any shares of stock registered in the name of the
stockholder are held for the account of a specified person other
than the stockholder. The resolution shall set forth the class of
stockholders who may certify; the purpose for which the
certification may be made; the form of certification and the
information to be contained in it; if the certification is with
respect to a record date or closing of the stock transfer books,
the time after the record date or closing of the stock transfer
books within which the certification must be received by the
Corporation; and any other provisions with respect to the procedure
which the Board considers necessary or desirable. On receipt of a
certification which complies with the procedure adopted by the
Board in accordance with this Section, the person specified in the
certification is, for the purpose set forth in the certification,
the holder of record of the specified stock in place of the
stockholder who makes the certification.

SECTION 6.06. LOST STOCK CERTIFICATES. The Board of
Directors of the Corporation may determine the conditions for
issuing a new stock certificate in place of one which is alleged to
have been lost, stolen, or destroyed, or the Board of Directors may
delegate such power to any officer or officers of the Corporation.
In their discretion, the Board of Directors or such officer or
officers may require the owner of the certificate to give bond,
with sufficient surety, to indemnify the Corporation against any
loss or claim arising as a result of the issuance of a new
certificate. In their discretion, the Board of Directors or such
officer or officers may refuse to issue such new certificate save
upon the order of some court having jurisdiction in the premises.
[AS AMENDED MARCH, 1997]

SECTION 6.07. EXEMPTION FROM CONTROL SHARE ACQUISITION STATUTE.
The provisions of Sections 3-701 to 3-709 of the Corporations and
Associations Article of the Annotated Code of Maryland shall not
apply to any share of the capital stock of the Corporation now or
hereafter beneficially held (during the period of such beneficial
ownership) by John Price, his spouse and children, any lineal
descendants of any of the foregoing, any estates of any of the
foregoing, any trusts now or hereafter established for the benefit
of any of the foregoing, any other entity now or hereafter
controlled by John Price, any of the associates or affiliates of
the foregoing and any other person acting in concert or as a group
with any of the foregoing. Such shares of capital stock are
exempted from such Sections to the fullest extent permitted by
Maryland law.

24
ARTICLE VII.
FINANCE

SECTION 7.01. CHECKS, DRAFTS, ETC. All checks, drafts and
orders for the payment of money, notes and other evidences of
indebtedness, issued in the name of the Corporation, shall, unless
otherwise provided by resolution of the Board of Directors, be
signed by the Chairman of the Board, the President, a Vice-
President or an Assistant Vice-President and countersigned by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary. [AS AMENDED MARCH, 1997]

SECTION 7.02. ANNUAL STATEMENT OF AFFAIRS. The President or
chief accounting officer shall prepare annually a full and correct
statement of the affairs of the Corporation, to include a balance
sheet and a financial statement of operations for the preceding
fiscal year. The statement of affairs shall be submitted at the
annual meeting of the stockholders and, within 20 days after the
meeting, placed on file at the Corporation's principal office.
SECTION 7.03. FISCAL YEAR. The fiscal year of the
Corporation shall be the twelve calendar months period ending
December 31 in each year, unless otherwise provided by the Board of
Directors.

SECTION 7.04. DIVIDENDS. If declared by the Board of
Directors at any meeting thereof, the Corporation may pay dividends
on its shares in cash, property, or in shares of the capital stock
of the Corporation, unless such dividend is contrary to law or to
a restriction contained in the Charter.

SECTION 7.05. CONTRACTS. To the extent permitted by
applicable law, and except as otherwise prescribed by the Charter
or these By-Laws with respect to certificates for shares, the Board
of Directors may authorize any officer, employee, or agent of the
Corporation to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation. Such
authority may be general or confined to specific instances.

ARTICLE VIII.
INDEMNIFICATION

SECTION 8.01. PROCEDURE. Any indemnification, or payment of
expenses in advance of the final disposition of any proceeding,
shall be made promptly, and in any event within 60 days, upon the
written request of the director or officer entitled to seek
indemnification (the "Indemnified Party"). The right to
indemnification and advances hereunder shall be enforceable by the
Indemnified Party in any court of competent jurisdiction, if (i)
the Corporation denies such request, in whole or in part, or (ii)
no disposition thereof is made within 60 days. The Indemnified
Party's costs and expenses incurred in connection with successfully
establishing his or her right to indemnification, in whole or in
part, in any such action shall also be reimbursed by the
Corporation. It shall be a defense to any action for advance for
expenses that (a) a determination has been made that the facts then
known to those making the determination would preclude
indemnification or (b) the Corporation has not received both (i) an
undertaking as required by law to repay such advances in the event
it shall ultimately be determined that the standard of conduct has
not been met and (ii) a written affirmation by the Indemnified
Party of such Indemnified Party's good faith belief that the
standard of conduct necessary for indemnification by the
Corporation has been met. [AS AMENDED MARCH, 1997]

SECTION 8.02. EXCLUSIVITY, ETC. The indemnification and
advance of expenses provided by the Charter and these By-Laws shall
not be deemed exclusive of any other rights to which a person
seeking indemnification or advance of expenses may be entitled
under any law (common or statutory), or any agreement, vote of
stockholders or disinterested directors or other provision that is
consistent with law, both as to action in his or her official
capacity and as to action in another capacity while holding office
or while employed by or acting as agent for the Corporation, shall
continue in respect of all events occurring while a person was a
director or officer after such person has ceased to be a director
or officer, and shall inure to the benefit of the estate, heirs,
executors and administrators of such person. The Corporation shall
not be liable for any payment under this By-Law in connection with
a claim made by a director or officer to the extent such director
or officer has otherwise actually received payment under insurance
policy, agreement, vote or otherwise, of the amounts otherwise
indemnifiable hereunder. All rights to indemnification and advance
of expenses under the Charter of the Corporation and hereunder
shall be deemed to be a contract between the Corporation and each
director or officer of the Corporation who serves or served in such
capacity at any time while this By-Law is in effect. Nothing
herein shall prevent the amendment of this By-Law, provided that no
such amendment shall diminish the rights of any person hereunder
with respect to events occurring or claims made before its adoption
or as to claims made after its adoption in respect of events
occurring before its adoption. Any repeal or modification of this
By-Law shall not in any way diminish any rights to indemnification
or

advance of expenses of such director or officer or the obligations
of the Corporation arising hereunder with respect to events
occurring, or claims made, while this By-Law or any provision
hereof is in force. [AS AMENDED MARCH, 1997]

SECTION 8.03. SEVERABILITY; DEFINITIONS. The invalidity or
unenforceability of any provision of this Article VIII shall not
affect the validity or enforceability of any other provision
hereof. The phrase "this By-Law" in this Article VIII means this
Article VIII in its entirety.

ARTICLE IX.
SUNDRY PROVISIONS

SECTION 9.01. BOOKS AND RECORDS. The Corporation shall keep
correct and complete books and records of its accounts and
transactions and minutes of the proceedings of its stockholders and
Board of Directors and of any executive or other committee when
exercising any of the powers of the Board of Directors. The books
and records of the Corporation may be in written form or in any
other form which can be converted within a reasonable time into
written form for visual inspection. Minutes shall be recorded in
written form but may be maintained in the form of a reproduction.
The original or a certified copy of these By-Laws shall be kept at
the principal office of the Corporation. [AS AMENDED MARCH, 1997]

SECTION 9.02. CORPORATE SEAL. The Board of Directors shall
provide a suitable seal, bearing the name of the Corporation, which
shall be in the charge of the Secretary. The Board of Directors
may authorize one or more duplicate seals and provide for the
custody thereof. If the Corporation is required to place its
corporate seal to a document, it is sufficient to meet the
requirement of any law, rule, or regulation relating to a corporate
seal to place the word "(seal)" adjacent to the signature of the
person authorized to sign the document on behalf of the
Corporation. [AS AMENDED MARCH, 1997]

SECTION 9.03. BONDS. The Board of Directors may require any
officer, agent or employee of the Corporation to give a bond to the
Corporation, conditioned upon the faithful discharge of his or her
duties, with one or more sureties and in such amount as may be
satisfactory to the Board of Directors. [AS AMENDED MARCH, 1997]

SECTION 9.04. VOTING UPON SHARES IN OTHER CORPORATIONS.
Stock of other corporations or associations, registered in the name
of the Corporation, may be voted by the President, a Vice-
President, or a proxy appointed by either of them. The Board of
Directors, however, may by resolution appoint some other person to
vote such shares, in which case such person shall be entitled to
vote such shares upon the production of a certified copy of such
resolution.

SECTION 9.05. MAIL. Any notice or other document which is
required by these By-Laws to be mailed shall be deposited in the
United States mails, postage prepaid.

SECTION 9.06. EXECUTION OF DOCUMENTS. A person who holds
more than one office in the Corporation may not act in more than
one capacity to execute, acknowledge, or verify an instrument
required by law to be executed, acknowledged, or verified by more
than one officer.

SECTION 9.07. AMENDMENTS. Subject to the special provisions
of Section 2.02, in accordance with the Charter, these By-Laws may
be repealed, altered, amended or rescinded (a) by the stockholders
of the Corporation only by vote of not less than 80% of the
outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of directors (considered for this
purpose as one class) cast at any meeting of the stockholders
called for that purposed (provided that notice of such proposed
repeal, alteration, amendment or rescission is included in the
notice of such meeting) or (b) by vote of two-thirds of the Board
of Directors at a meeting held in accordance with the provisions of
these By-Laws.