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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-K

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

[ ]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 1-10093

RAMCO-GERSHENSON PROPERTIES TRUST
(Exact Name of Registrant as Specified in its Charter)

MARYLAND 13-6908486
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
27600 NORTHWESTERN HIGHWAY 48034
SOUTHFIELD, MICHIGAN (zip code)
(Address of Principal Executive Offices)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 248-350-9900

SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:

NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------

Common Shares of Beneficial Interest, New York Stock Exchange
$0.01 Par Value Per Share

Share Purchase Rights New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:

None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

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

Aggregate market value of the voting shares held by non-affiliates of the
registrant as of March 8, 1999: approximately $112,301,000.

Approximately 7,217,993 Common Shares of Beneficial Interest of the
registrant were outstanding as of March 8, 1999.

DOCUMENT INCORPORATED BY REFERENCE: Portions of the 1999 Ramco-Gershenson
Properties Trust Proxy Statement to be filed with the Securities and Exchange
Commission within 120 days after the year covered by this Form 10-K with respect
to the annual meeting of shareholders to be held on June 9, 1999 are
incorporated by reference into Part III.
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TABLE OF CONTENTS

NOTE:Ramco-Gershenson Properties Trust is sometimes referred to in this Annual
Report on Form 10-K as "Registrant", or the "Company".

ITEM PAGE
---- ----

PART I 1. Business.................................................... 2
2. Properties.................................................. 8
3. Legal Proceedings........................................... 13
4. Submission of Matters to a Vote of Security Holders......... 13
PART II 5. Market for Registrant's Common Equity and Related
Stockholder Matters......................................... 14
6. Selected Financial Data..................................... 16
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 18
8. Financial Statements and Supplementary Data................. 27
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................... 27
PART III 10. Directors and Executive Officers of the Registrant.......... 28
11. Executive Compensation...................................... 28
12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 28
13. Certain Relationships and Related Transactions.............. 28
PART IV 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K......................................................... 29

SIGNATURES..................................................................... 34

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PART I

ITEM 1. BUSINESS.

GENERAL

Ramco-Gershenson Properties Trust (the "Company") is a Maryland trust
organized pursuant to Articles of Amendment and Restatement of Declaration of
Trust dated October 2, 1997. The Company is the successor entity of
Ramco-Gershenson Properties Trust (the "Massachusetts Trust") a Massachusetts
business trust. In December 1997, with the approval of its shareholders, the
Company changed its state of organization from Massachusetts to Maryland through
the termination of the Massachusetts Trust's Amended and Restated Declaration of
Trust by amending such Amended and Restated Declaration of Trust to provide for
the termination of the Trust, the merger (the "Change of Venue Merger") of the
Massachusetts Trust into the Company and the conversion of each outstanding
share of beneficial interest in the Massachusetts Trust into a common share of
beneficial interest of the Company. The term the "Company" refers to Ramco-
Gershenson Properties Trust and/or its predecessors.

The principal office of the Company is located at 27600 Northwestern
Highway, Suite 200, Southfield, Michigan 48034.

RPS Realty Trust, a Massachusetts business trust, was formed on June 21,
1988 to be a diversified growth oriented real estate investment trust ("REIT").
From 1988 until April 30, 1996, RPS Realty Trust was primarily engaged in the
business of owning and managing a participating mortgage loan portfolio, and,
through its wholly-owned subsidiaries, owning and operating eight real estate
properties.

In May 1996, the Company (i) acquired substantially all of the shopping
center and retail properties as well as the management organization and business
operations, of Ramco-Gershenson, Inc. and certain of its affiliates (the "Ramco
Acquisition"), (ii) changed the Company's name from RPS Realty Trust to Ramco-
Gershenson Properties Trust, (iii) combined the outstanding shares of the
Company by way of a one-for-four reverse split, and, (iv) spun-off eight
mortgage loans and two real properties (the "RPS Mortgage Assets") to Atlantic
Realty Trust , a newly formed real estate investment trust ("Atlantic"). The
Ramco Acquisition was accomplished by the transfer by the Company to
Ramco-Gershenson Properties, L.P. (the "Operating Partnership"), a Delaware
limited partnership of which the Company is the general partner, of six
properties containing approximately 931,000 square feet of gross leasable area
("GLA") and of $68,000,000 in cash, and by the transfer to the Operating
Partnership by the principals of Ramco-Gershenson, Inc. (the "Ramco Principals")
and by their affiliates (collectively the "Ramco Group"), of, (a) 20 properties
containing approximately 4,826,000 square feet of gross leasable area (the
"Ramco Properties"), (b) 100% of the non-voting stock and 5% of the voting stock
(representing in excess of 95% of the economic interest) in Ramco-Gershenson,
Inc. ("Ramco") (c) 50% general partner interests in two partnerships which each
own a shopping center comprising a total of approximately 288,000 square feet of
GLA (d) rights in and/or options to acquire certain development land totaling
approximately 155 acres, (e) options to acquire interests in six shopping center
properties and (f) five outparcels totaling 7.1 acres. In return for its
transfers, the Ramco Group received 2,377,492 Units ("Units") of the Operating
Partnership (representing an approximate 25% limited partnership interest in the
Operating Partnership). The acquisition was accounted for using the purchase
method. The purchase price was allocated to the assets acquired and liabilities
assumed based upon their estimated fair market value. Units were valued at
approximately $16.50 per share representing the average trading price of the
Company's stock immediately preceding and following the Ramco Acquisition. The
Company assumed approximately $176,556,000 of secured indebtedness on the Ramco
Properties. In addition, the Ramco Group received 279,181 Units as a partial
earnout relative to Jackson Crossing Shopping Center. In December 1998, the
Company's Board of Trustees approved the issuance of an additional 238,965 Units
as a result of achieving certain leasing objectives related to the Jackson
Crossing earnout. The Units, with a value of $3,823,000, increased the Ramco
Group's aggregate interest to approximately 29% in the Operating Partnership.
Subject to certain limitations, the Units in the Operating Partnership are
exchangeable into common shares of the Company on a one-for-one basis. At
December 31, 1998, the Company owned 7,217,993 Units which represents
partnership interests amounting to approximately 71% of the total interest in

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the Operating Partnership. In connection with the Ramco Acquisition, the Company
entered into three-year employment agreements with Joel D. Gershenson (the
Chairman and a Director of the Company), Dennis E. Gershenson (the President and
a Director of the Company), Richard D. Gershenson (an Executive Vice President
and the Secretary of the Company), Bruce A. Gershenson (an Executive Vice
President and the Treasurer of the Company) and Michael A. Ward (an Executive
Vice President and the Chief Operating Officer of the Company). The Ramco
Acquisition permitted the Company to become a self-administered, self-managed
and fully integrated real estate investment trust.

The Company was organized for the purpose of qualifying as a real estate
investment trust ("REIT") under Section 856-860 of the Internal Revenue Code of
1986, as amended (the "Code").

The RPS Trusts first elected to qualify as a REIT for the years ended
December 31, 1982, 1983 and 1984 respectively. The Company first elected to
qualify as a REIT for the year ended December 31, 1988 and intends to operate so
as to continue to qualify as a REIT. See "Qualification as a REIT."

Operations of the Company. The Company is engaged in the business of
owning, developing, acquiring, managing and leasing community shopping centers,
regional malls and single tenant retail properties, nationally. At December 31,
1998, the Company had a portfolio of 54 shopping centers, with more than
10,400,000 square feet of gross leasable area, located in Michigan, Ohio,
Florida, New York, New Jersey, Maryland, North Carolina, South Carolina,
Tennessee, Alabama, Wisconsin, Virginia and Georgia.

The Company's properties consist of 2 enclosed regional malls, 43 community
centers, 6 power centers, and 3 single tenant retail properties. Regional
enclosed malls are larger retail properties (containing 400,000 to more than
1,000,000 square feet of GLA) with two or more department stores as anchors and
a wide variety of stores along enclosed, climate controlled malls connecting the
anchors.

Community shopping centers generally range in size up to 400,000 square
feet of GLA and are located in developed retail and commercial areas in which
other similar centers may be nearby. In addition, with respect to some of these
centers, there may be one or more regional enclosed malls nearby. Community
shopping centers generally fall into two types: traditional community centers
and power centers. Traditional community centers typically are convenient to
their trade areas and focus primarily on value-oriented and convenience goods
and services. They are designed to service a neighborhood area, and are usually
anchored by a supermarket, drugstore or discount retailer providing basic
necessities, although certain community centers are free standing single-user
buildings. Power centers are different from traditional community centers
because they are designed to service a larger trade area and they contain at
least two anchors, which occupy a substantial portion of the GLA in the center.
These anchors are often national retailers which are leaders in their market or
"category killers" i.e., larger stores which offer a complete selection of a
category of items (e.g., toys, office supplies, home improvement products,
electronics, etc.) at low prices, and often in a warehouse format.

The Company conducts substantially all of its business through the
Operating Partnership. The Company is the sole general partner of, and has
exclusive power to manage and conduct the business of, the Operating
Partnership. The Operating Partnership holds substantially all of the Company's
interest in its properties, either directly or indirectly through subsidiaries
(including subsidiary property partnerships). The Operating Partnership also
owns 100% of the non-voting common stock and 5% of the voting common stock of
Ramco; such stock ownership enables the Company to receive in excess of 95% of
the dividend and liquidating distributions of Ramco. The Company's property
management operations are conducted through Ramco to facilitate compliance with
certain REIT requirements under the Code. The income attributable to the
ownership of the Ramco stock is accounted for under the equity method.

The Company's business objective and operating strategy is to increase
funds from operations and cash available for distribution per share. The Company
expects to achieve internal growth and to enhance the value of the properties by
increasing their rental income over time through (i) contractual rent increases,
(ii) the leasing and re-leasing of available space at higher rental levels, and
(iii) the selective renovation of the properties. The Company intends to achieve
external growth through the selective development of new

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shopping center properties, the acquisition of shopping center properties and
through the expansion and redevelopment of existing properties.

Ramco performs all property management functions for the properties. At
December 31, 1998, Ramco had 125 full-time employees devoted exclusively to
property management, including on-site personnel. Property management efforts
are directed toward improving tenant sales and rents by continually
respositioning the centers. Ramco strives to meet the needs of its tenants in
the areas of promotion, marketing and ongoing management of its properties and
seeks to bring together a sufficient critical mass of complementary tenants. As
part of its property management efforts, Ramco monitors tenant mix, store size,
sales results and store locations, and works closely with tenants to improve the
overall performance of their stores. Ramco seeks to anticipate trends in the
retailing industry and introduce new retail names and concepts into its shopping
center properties in response to these trends.

As part of its ongoing business strategy, the Company seeks to expand and
redevelop existing properties in its shopping center portfolio, as well as newly
acquired properties, depending on tenant demands and market conditions. The
Company plans to take advantage of attractive purchase opportunities by
acquiring additional shopping center properties in underserved, attractive
and/or expanding markets. The Company also seeks to acquire strategically
located, quality shopping centers that (i) have leases at rental rates below
market rates, (ii) have potential for rental and/or occupancy increases or (iii)
offer cash flow growth or capital appreciation potential where the Company's
financial strength, relationships with retail companies or expansion or
redevelopment capabilities can enhance value, and provide anticipated total
returns that will increase the Company's cash available for distribution per
share. The Company believes that its in-house redevelopment and expansion
capabilities provide it with opportunities to acquire shopping center properties
that may not necessarily be attractive to other owners.

DEVELOPMENTS IN 1998

In May 1998, the Company acquired Southbay Fashion Center in Osprey,
Sarasota County, Florida for approximately $6,000,000. The shopping center is an
approximately 96,700 square foot community center anchored by Jacobson's (31,700
square feet), Ethan Allen (12,700 square feet), and Eckerd Drug Store (10,800
square feet).

Conyers Crossing, located in Conyers, Georgia, was acquired in September
1998 for approximately $7,500,000. The shopping center is an approximately
170,400 square foot community center anchored by Kmart (83,600 square feet), and
Uptons (55,300 square feet). This center is located in Rockdale County, in the
southeast quadrant of metropolitan Atlanta. The population base within a
seven-mile radius of the center exceeds 93,000, with an average household income
level of $64,000.

In September 1998, the Company acquired Aquia Towne Center in Stafford,
Virginia, for approximately $22,000,000. The shopping center is an approximately
240,000 square foot community center. Aquia Towne Center is anchored by Shoppers
Food Warehouse (43,900 square feet) and Big Lots (33,500 square feet). The
shopping center is located in the northern part of Stafford County, Virginia,
which is one of the fastest growing counties in the Washington D.C. metropolitan
area. The average household income within a five-mile radius is $58,000.

In November 1998, the Company acquired Rivertowne Square Shopping Center in
Deerfield Beach, Florida for approximately $8,700,000. The 136,600 square foot
community center is anchored by Winn-Dixie (45,900 square feet), and Office
Depot (25,000 square feet). This center is located approximately 16 miles north
of Fort Lauderdale and the area's current unemployment rates are among the
lowest in the state and has an average household income of $65,200.

In July 1998, the Company began construction on its newest development,
White Lake MarketPlace, a community shopping center of approximately 350,000
square feet located in White Lake Township, Michigan. Wal-Mart, Home Depot,
Farmer Jack, and OfficeMax will anchor the center. White Lake MarketPlace is
located in one of the more significant growth corridors of metropolitan Detroit.
White Lake Township is in Oakland County, which has the third highest per capita
income in the United States.

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COMPETITION

Numerous shopping center properties compete with the Company's properties
in attracting tenants to lease space. Some of these competing properties may be
newer, better located, better capitalized or better tenanted than some of the
Company's properties. Furthermore, the Company believes that it is likely that
major national or regional commercial property developers will continue to seek
development opportunities in markets where the Company's properties are located.
These developers may have greater financial resources than the Company. The
number of competitive commercial properties in a particular area could have a
material effect on the Company's ability to lease space in its properties or at
newly developed or acquired properties and on the rents charged. In addition,
the Company may face competition from alternate forms of retailing, including
home shopping networks, mail order catalogues and on-line based shopping
services which may limit the number of retail tenants that desire to seek space
in shopping center properties generally, all of which may affect the Company's
ability to make expected distributions.

The Company is subject to the risks that upon expiration of leases for
space located in its properties, the leases may not be renewed, the space may
not be relet or the terms of renewal or reletting (including the cost of
required renovations) may be less favorable than current lease terms. Leases on
a total of approximately 6.0% of the Company owned GLA will expire in 1999. If
the Company was unable to promptly relet or renew the leases for all or a
substantial portion of this space and, if the rental rates upon such renewal or
reletting were significantly lower than expected rates, or if the Company was
unable to maintain its current occupancy levels, then the Company's cash flow
and ability to make distributions to shareholders may be adversely affected.

The shopping center industry is seasonal in nature. Tenant sales and
occupancy are higher in the fourth quarter due to the Christmas selling season.
Back-to-school and Easter events also result in sales fluctuations.

TAX MATTERS

Qualification as a REIT. The Company first elected to qualify as a REIT for
the year ended December 31, 1988. The Company's policy is to qualify as a REIT
for federal income tax purposes. If the Company so qualifies, amounts paid by
the Company as distributions to its shareholders will not be subject to
corporate income taxes. For any year in which the Company does not meet the
requirements for electing to be taxed as a REIT, it will be taxed as a
corporation.

The requirements for qualification as a REIT are contained in sections
856-860 of the Code and the regulations issued thereunder. The following
discussion is a brief summary of some of those requirements. Such requirements
include certain provisions relating to the nature of a REIT's assets, the
sources of its income, the ownership of its stock, and the distribution of its
income. Among other things, at the end of each fiscal quarter, at least 75% of
the value of the total assets of the Company must consist of real estate assets
(including interests in mortgage loans secured by real property and interests in
other REIT's) as well as cash, cash items and government securities (the "75%
Asset Test"). There are also certain limitations on the amount of other types of
securities which can be held by a REIT. Additionally, at least 75% of the gross
income of the Company for the taxable year must be derived from certain sources,
which include "rents from real property," and interest secured by mortgages on
real property. An additional 20% of the gross income of the Company must be
derived from these same sources or from dividends, interest from any source, or
gains from the sale or other disposition of stock or securities or any
combination of the foregoing. There are also restrictions on the percentage of
gross income derived from the sale or disposition of certain assets within
certain time periods. A REIT is also required to distribute annually at least
95% of its REIT Taxable Income (as defined in the Code) to its shareholders.

During the third quarter of 1994, the Company held more than 25% of its
value of its gross assets in overnight Treasury Bill reverse repurchase
transactions which the United States Internal Revenue Service (the "IRS") may
view as non-qualifying assets for the purpose of satisfying an asset
qualification test applicable to REITs based on a Revenue Ruling published in
1977 (the "Asset Issue"). The Company requested that the IRS enter into a
closing agreement that the Asset Issue would not impact the Company's status as
a REIT. The IRS has deferred any action relating to the Asset Issue pending the
further examination
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of the Company's 1991-1995 tax returns (the "Tax Audit"). Based on developments
in the law which occurred since 1977, the Company's Tax Counsel, Battle Fowler
LLP, rendered an opinion that the Company's investment in Treasury Bill
repurchase obligations would not adversely affect its REIT status. However, such
opinion is not binding upon the IRS.

In connection with the spin-off of Atlantic, Atlantic assumed all liability
arising out of the Tax Audit and the Asset Issue, including liabilities for
interest and penalties and attorney fees relating thereto. In connection with
the assumption of such potential liabilities, Atlantic and the Company entered
into a tax agreement which provides that the Company (under the direction of its
Continuing Trustees), and not Atlantic, will control, conduct and effect the
settlement of any tax claims against the Company relating to the Tax Audit and
the Asset Issue. Accordingly, Atlantic would not have any control as to the
timing of the resolution or disposition of any such claims. The Company and
Atlantic also received an opinion from Special Tax Counsel, Wolf, Block, Schorr
and Solis-Cohen LLP, that, to the extent there is a deficiency in the Company's
taxable income arising out of the IRS examination and provided the Company
timely makes a deficiency dividend (i.e., declares and pays a distribution which
is permitted to relate back to the year for which each deficiency was determined
to satisfy the requirement that the REIT distribute 95 percent of its taxable
income), the classification of the Company as a REIT for the taxable years under
examination would not be affected. Under the tax agreement referred to above,
Atlantic agreed to reimburse the Company for the amount of any deficiency
dividend so made. If notwithstanding the above-described opinions of legal
counsel, the IRS successfully challenged the status of the Company as a REIT,
its status could be adversely affected. If the Company lost its status as a
REIT, the Company believes that it would be able to re-elect REIT status for the
taxable year beginning January 1, 1999.

The IRS agent conducting the examination has issued his examination report
with respect to the tax issues raised in the Tax Audit, including the Asset
Issue (collectively, the "Tax Issues"). The report sets forth a number of
positions which the examining agent has taken with respect to the Company's
taxes for the years that are subject to the Tax Audit, which the Company
believes are not consistent with applicable law and regulations of the IRS.
Based upon the report, the Company could be liable for up to $39.7 million in
combined taxes, penalties and interest through March 15, 1999. The proposed
adjustments to taxable income could require the Company to pay a deficiency
dividend to its current shareholders resulting in combined taxes, penalties,
interest and deficiency dividend of approximately $41 million as of March 15,
1999.

As noted above, pursuant to a Tax Agreement between Atlantic and the
Company, Atlantic has assumed all liability arising out of the Tax Audit and Tax
Issues, including the payment of the deficiency dividend. Based upon the amount
of Atlantic's net assets, as disclosed in its most recent quarterly report on
Form 10-Q for the period ended September 30, 1998, the Company does not believe
that the ultimate resolution of the Tax Issues will have a material adverse
effect on the financial position, results of operations or cash flows of the
Company. The issuance of the revenue agent's report constitutes only the first
step in the IRS administrative process for determining whether there is any
deficiency in the Company's tax liability for the years at issue and any adverse
determination by the examining agent is subject to administrative appeal within
the IRS and, thereafter, to judicial review. As noted above, the agent's report
sets forth a number of positions, which the Company and its legal counsel
believe are not consistent with applicable law and regulations of the IRS.
Accordingly, the Company intends to file an administrative appeal challenging
the findings contained in the IRS agent's examination report.

Environmental Matters. Under various Federal, state and local laws,
ordinances and regulations relating to the protection of the environment
("Environmental Laws"), a current or previous owner or operator of real estate
may be liable for the costs of removal or remediation of certain hazardous or
toxic substances disposed, stored, released, generated, manufactured or
discharged from, on, at, onto, under or in such property. Environmental Laws
often impose such liability without regard to whether the owner or operator knew
of, or was responsible for, the presence or release of such hazardous or toxic
substance. The presence of such substances, or the failure to properly remediate
such substances when present, released or discharged, may adversely affect the
owner's ability to sell or rent such property or to borrow using such property
as collateral. The cost of any required remediation and the liability of the
owner or operator therefore as to any property is generally not limited under
such Environmental Laws and could exceed the value of the property and/or the
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aggregate assets of the owner or operator. Persons who arrange for the disposal
or treatment of hazardous or toxic substances may also be liable for the cost of
removal or remediation of such substances at a disposal or treatment facility,
whether or not such facility is owned or operated by such persons. In addition
to any action required by Federal, state or local authorities, the presence or
release of hazardous or toxic substances on or from any property could result in
private plaintiffs bringing claims for personal injury or other causes of
action.

In connection with the ownership (direct or indirect), operation,
management and development of real properties, the Company may be potentially
liable for remediation, releases or injury. In addition, Environmental Laws
impose on owners or operators the requirement of on-going compliance with rules
and regulations regarding business-related activities that may affect the
environment. Such activities include, for example, the ownership or use of
transformers or underground tanks, the treatment or discharge of waste waters or
other materials, the removal or abatement of asbestos-containing materials
("ACMs") or lead-containing paint during renovations or otherwise, or
notification to various parties concerning the potential presence of regulated
matter, including ACMs. Failure to comply with such requirements could result in
difficulty in the lease or sale of any affected property and/or the imposition
of monetary penalties, fines or other sanctions in addition to the costs
required to attain compliance. Various of the Company's properties have or may
contain ACMs or underground storage tanks ("USTs"); however, except as set forth
below, the Company is not aware of any potential environmental liability which
could reasonably be expected to have a material impact on the Company's business
or operations. No assurance can be given that future laws, ordinances or
regulations will not impose any material environmental requirement or liability,
or that a material adverse environmental condition does not otherwise exist.

There was a release of approximately 2,300 gallons of gasoline from a
product line break in August 1986 and a release of approximately 1,200 gallons
of gasoline from a delivery line break in October 1991 at a gasoline station
located at Jackson Crossing. A release of gasoline was also discovered in 1987
at a time of removal of USTs from a gasoline station located adjacent to Lake
Orion Plaza. Subsequent investigations indicated that levels of contamination
exist in the ground water under such properties. The Ramco Principals, jointly
and severally, have agreed to indemnify the Company, the Operating Partnership
and their respective subsidiaries and affiliates for any and all damages arising
from or in connection with such environmental conditions at the Jackson Crossing
and Lake Orion Plaza properties.

Year 2000 Compliance. The Company recognizes that Year 2000 issues may have
an impact on its business, operations and financial condition. The Company has
completed an assessment of its Year 2000 readiness with respect to all of its
information technology ("IT") systems and is currently addressing the
reliability and condition of its non-IT systems. These assessments will continue
to be updated as additional information becomes available and as new concerns
are identified.

The Company's IT systems generally consist of file servers, operating
systems, application programs and workstations that utilize purchased and
customized software. The Company continues to evaluate the Year 2000 compliance
status of each vendor and tenant and believes that its existing systems or
planned upgrades during 1999 will be Year 2000 compliant. Implementation and
upgrades of non-Year 2000 compliant systems are not expected to result in
significant additional cost to the Company.

The Company's non-IT systems which may be subject to Year 2000 issues are
facility related and encompass areas such as HVAC systems, elevators, security,
lighting, telecommunications, electrical, plumbing, fire and sprinkler controls.
The Company is currently addressing the potential impact of Year 2000 issues in
these areas and has not identified any instances where Year 2000 issues will
require material costs to repair or replace any of these systems.

The significant risks to the Company, in the event that Year 2000 issues
are not identified and corrected, are that the Company could experience delays
or errors in processing financial and operational information. Non-IT system
problems could result in forced closure of certain facilities, which could limit
the efficient operation of the Company's properties.

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Contingency plans will be developed if it appears the Company or its key
suppliers and tenants will not be Year 2000 compliant, and such noncompliance is
expected to have a significant adverse effect on the Company's financial
position or results of operations.

ITEM 2. PROPERTIES

The Company's properties are located in thirteen states primarily
throughout the Midwest, East and the Southeast United States as follows:

ANNUALIZED BASE
NUMBER OF RENTAL AT COMPANY
STATE PROPERTIES DECEMBER 31, 1998(1) OWNED GLA
----- ---------- -------------------- ---------

Michigan............................... 20 $23,989,229 3,528,094
Florida................................ 9 7,035,254 1,298,392
Tennessee.............................. 5 4,195,699 783,090
Ohio................................... 3 3,535,846 375,858
North Carolina......................... 3 3,091,550 537,347
Georgia................................ 4 2,853,908 543,298
South Carolina......................... 2 2,542,493 471,688
New Jersey............................. 1 2,518,636 223,981
Wisconsin.............................. 1 2,336,845 329,454
Virginia............................... 1 2,268,083 240,042
Alabama................................ 2 1,668,237 348,790
Maryland............................... 1 1,402,582 250,016
New York............................... 2 444,615 98,635
-- ----------- ---------
Total............................. 54 $57,882,977 9,028,685
== =========== =========

With the exception of Kentwood Towne Centre and Southfield Plaza Expansion
in which the Company owns a 50% interest in the partnerships that own such
properties, all of the properties are 100% owned by the Operating Partnership or
its subsidiaries. These two properties are included in the above tables.

The Company's properties, by type of center, consist of the following:

ANNUALIZED BASE
NUMBER OF RENTAL AT COMPANY
TYPE OF TENANT PROPERTIES DECEMBER 31, 1998(1) OWNED GLA
-------------- ---------- -------------------- ---------

Community centers...................... 43 $40,758,608 6,701,348
Power centers.......................... 6 8,787,400 1,079,802
Enclosed regional malls................ 2 7,622,171 1,054,731
Single tenant properties............... 3 714,798 192,804
-- ----------- ---------
Total............................. 54 $57,882,977 9,028,685
== =========== =========

- -------------------------
(1) Annualized Base Rental Revenue is December 1998 base rental revenues
multiplied by 12.

Additional information regarding the Properties is included in the Property
Schedule on the following pages.

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RAMCO-GERSHENSON PROPERTIES TRUST

PROPERTY SCHEDULE

YEAR OPENED OR
ACQUIRED/YEAR COMPANY
OF LATEST ANCHOR OWNED
RENOVATION OR OWNED ANCHOR
PROPERTY LOCATION TYPE OF PROPERTY EXPANSION [3] GLA GLA
-------- -------- ---------------- -------------- ------ -------

ALABAMA
Athens Town Center................. Athens, AL Community Center 1997/NA 128,747
Cox Creek Plaza.................... Florence, AL Community Center 1997/NA 99,428
FLORIDA
Crestview Corners.................. Crestview, FL Community Center 1997/1993 79,603
Shoppes of Lakeland................ Lakeland, FL Power Center 1996/NA 216,792
Southbay Fashion Center............ Osprey, FL Community Center 1998/NA 31,700
Lantana Plaza...................... Lantana, FL Community Center 1993/NA 40,275
Naples Towne Centre................ Naples, FL Community Center 1983/NA 104,577 21,000
Rivertowne Square.................. Deerfield Beach, FL Community Center 1998/NA 70,948
Sunshine Plaza..................... Tamarac, FL Community Center 1991/NA 183,052
Pelican Plaza...................... Sarasota, FL Community Center 1997/NA 35,768
Village Lakes Shopping Center...... Land O' Lakes, FL Community Center 1997/NA 125,141
GEORGIA
Conyers Crossing................... Conyers, GA Community Center 1998/NA 138,882
Holcomb Center..................... Alpharetta, GA Community Center 1996/NA 39,668
Indian Hills....................... Calhoun, GA Community Center 1997/NA 97,930
Mays Crossing...................... Stockbridge, GA Community Center 1997/1986 100,183
MARYLAND
Crofton Plaza...................... Crofton, MD Community Center 1991/NA 181,039
MICHIGAN
Sterling Heights,
Clinton Valley Mall................ MI Community Center 1979/1993 108,680
Sterling Heights,
Clinton Valley Strip............... MI Community Center 1979/NA 50,000 0
Eastridge Commons.................. Flint, MI Power Center 1990/1997 101,909 123,869
Edgewood Towne Center.............. Lansing, MI Power Center 1990/1992 209,272 23,524
Ferndale Plaza..................... Ferndale, MI Community Center 1984/NA 0
Fraser Shopping Center............. Fraser, MI Community Center 1983/NA 52,784
Jackson Crossing................... Jackson, MI Regional Mall 1990/1996 254,243 139,857

% OF TOTAL
COMPANY
COMPANY TOTAL TOTAL % OF TOTAL COMPANY OWNED
OWNED SHOPPING COMPANY COMPANY OWNED GLA GLA LEASED
TENANT CENTER OWNED OWNED LEASED AS AS OF
PROPERTY GLA GLA GLA GLA OF 12/31/98 12/31/98
-------- ------- -------- ------- ---------- ----------- ----------

ALABAMA
Athens Town Center................. 80,815 209,562 209,562 2.3% 195,641 93.4%

Cox Creek Plaza.................... 39,800 139,228 139,228 1.5% 124,178 89.2%
FLORIDA
Crestview Corners.................. 32,050 111,653 111,653 1.2% 108,053 96.8%

Shoppes of Lakeland................ 32,000 248,792 248,792 2.8% 245,592 98.7%

Southbay Fashion Center............ 64,999 96,699 96,699 1.1% 89,786 92.9%
Lantana Plaza...................... 76,022 116,297 116,297 1.3% 106,647 91.7%
Naples Towne Centre................ 23,152 148,729 44,152 0.5% 17,952 40.7%

Rivertowne Square.................. 65,699 136,647 136,647 1.5% 121,747 89.1%

Sunshine Plaza..................... 68,514 251,566 251,566 2.8% 175,978 70.0%

Pelican Plaza...................... 70,342 106,110 106,110 1.2% 97,326 91.7%
Village Lakes Shopping Center...... 61,335 186,476 186,476 2.1% 186,476 100.0%

GEORGIA
Conyers Crossing................... 31,560 170,442 170,442 1.9% 170,442 100.0%

Holcomb Center..................... 66,835 106,503 106,503 1.2% 80,191 75.3%
Indian Hills....................... 31,200 129,130 129,130 1.4% 125,080 96.9%

Mays Crossing...................... 37,040 137,223 137,223 1.5% 133,623 97.4%

MARYLAND
Crofton Plaza...................... 68,977 250,016 250,016 2.8% 248,927 99.6%

MICHIGAN

Clinton Valley Mall................ 48,452 157,132 157,132 1.7% 38,455 24.5%

Clinton Valley Strip............... 44,360 94,360 44,360 0.5% 44,360 100.0%
Eastridge Commons.................. 45,637 271,415 169,506 1.9% 166,391 98.2%

Edgewood Towne Center.............. 62,233 295,029 85,757 0.9% 83,857 97.8%

Ferndale Plaza..................... 30,916 30,916 30,916 0.3% 23,461 75.9%
Fraser Shopping Center............. 23,800 76,584 76,584 0.8% 76,584 100.0%

Jackson Crossing................... 243,193 637,293 383,050 4.2% 357,602 93.4%

PROPERTY ANCHORS
-------- -------

ALABAMA
Athens Town Center................. Bruno's Food World
Wal-Mart(4)
Cox Creek Plaza.................... Wal-Mart(4)
FLORIDA
Crestview Corners.................. Fleming Foods
Wal-Mart(4)
Shoppes of Lakeland................ Builder's Square
Montgomery Ward
Service Merchandise
Southbay Fashion Center............ Jacobson's
Lantana Plaza...................... Publix
Naples Towne Centre................ Florida Food & Drug(1)
Kmart(1)
Rivertowne Square.................. Office Depot
Winn-Dixie
Sunshine Plaza..................... Old Time Pottery
Publix
Pelican Plaza...................... Linens 'N Things
Village Lakes Shopping Center...... Kash 'N Karry Food Store
Wal-Mart
GEORGIA
Conyers Crossing................... Kmart
Upton's
Holcomb Center..................... A & P
Indian Hills....................... Ingles Grocery
Wal-Mart(4)
Mays Crossing...................... Ingles Grocery
Wal-Mart(4)
MARYLAND
Crofton Plaza...................... Basic's Supermarket
Drug Emporium
Kmart
MICHIGAN

Clinton Valley Mall................ Office Depot

Clinton Valley Strip............... Service Merchandise(1)
Eastridge Commons.................. Farmer Jack
Staples
Target(1)
TJ Maxx
Edgewood Towne Center.............. OfficeMax
Sam's Club(1)
Target(1)
Ferndale Plaza..................... None
Fraser Shopping Center............. Oakridge Market
Rite-Aid
Jackson Crossing................... Kohl's Department Store
Sears(1)
Target(1)
Toys 'R Us

9
11

Jackson West....................... Jackson, MI Community Center 1996/NA 173,480
Kentwood Towne Center(2)........... Kentwood, MI Power Center 1989/NA 101,909 122,390
Lake Orion Plaza................... Lake Orion, MI Community Center 1977/NA 114,574
Madison Center..................... Madison Heights, MI Community Center 1997/NA 132,360
New Towne Plaza.................... Canton, MI Community Center 1976/1993 91,122
Oakbrook Square.................... Flint, MI Community Center 1989/NA 57,160
Roseville Plaza.................... Roseville, MI Community Center 1983/1994 135,637
Southfield Plaza................... Southfield, MI Community Center 1983/1983 128,192
Southfield Plaza Expansion(2)...... Southfield, MI Community Center 1985/NA 0
Taylor Plaza....................... Taylor, MI Single Tenant Retail 1996/NA 122,374
Tel-Twelve Mall.................... Southfield, MI Regional Mall 1983/1997 462,696
West Oaks I........................ Novi, MI Power Center 1981/1998 226,839
West Oaks II....................... Novi, MI Power Center 1987/NA 220,097 25,000
NEW JERSEY
Chester Springs.................... Chester, NJ Community Center 1994/NA 81,760
NEW YORK
Toys 'R Us......................... Commack, NY Single Tenant Retail 1992/NA 47,500
Trinity Corners Pound Ridge, NY Community Center 1992/NA 28,515
NORTH CAROLINA
Hickory Corners Hickory, NC Community Center 1997/1987 106,922

Jackson West....................... 15,837 189,317 189,317 2.1% 189,317 100.0%

Kentwood Towne Center(2)........... 61,265 285,564 183,655 2.0% 183,655 100.0%

Lake Orion Plaza................... 14,878 129,452 129,452 1.4% 129,452 100.0%

Madison Center..................... 60,384 192,744 192,744 2.1% 178,256 92.5%

New Towne Plaza.................... 80,704 171,826 171,826 1.9% 158,716 92.4%
Oakbrook Square.................... 83,122 140,282 140,282 1.6% 133,382 95.1%

Roseville Plaza.................... 95,464 231,101 231,101 2.6% 212,440 91.9%

Southfield Plaza................... 37,658 165,850 165,850 1.8% 130,053 78.4%

Southfield Plaza Expansion(2)...... 19,400 19,400 19,400 0.2% 11,900 61.3%
Taylor Plaza....................... 0 122,374 122,374 1.4% 122,374 100.0%
Tel-Twelve Mall.................... 208,985 671,681 671,681 7.4% 656,382 97.7%

West Oaks I........................ 15,324 242,163 242,163 2.7% 242,163 100.0%

West Oaks II....................... 95,944 341,041 120,944 1.3% 120,944 100.0%

NEW JERSEY
Chester Springs.................... 142,221 223,981 223,981 2.5% 217,590 97.1%

NEW YORK
Toys 'R Us......................... 0 47,500 47,500 0.5% 47,500 100.0%
Trinity Corners 22,620 51,135 51,135 0.6% 35,134 68.7%
NORTH CAROLINA
Hickory Corners 63,317 170,239 170,239 1.9% 167,439 98.4%

PROPERTY ANCHORS
-------- -------

Jackson West....................... Circuit City
Lowe's
OfficeMax
Kentwood Towne Center(2)........... Builder's Square
OfficeMax
Target(1)
Lake Orion Plaza................... Farmer Jack (A&P)
Kmart
Madison Center..................... Dunham's
Kmart
Oakridge Market
New Towne Plaza.................... Kohl's Department Store
Oakbrook Square.................... Kids 'R Us
TJ Maxx
Roseville Plaza.................... A & P
Marshall's
Service Merchandise
Southfield Plaza................... Burlington Coat Factory
Marshall's
Southfield Plaza Expansion(2)...... None
Taylor Plaza....................... Kmart
Tel-Twelve Mall.................... Chrysler (land lease)
Circuit City
Crowley's
Crowley's (land lease)
Kmart
Media Play
Montgomery Ward
Office Depot
West Oaks I........................ Circuit City
Designer Shoe
Warehouse
Kmart (land lease)
OfficeMax
Service Merchandise
West Oaks II....................... Builder's Square(1)
Kids 'R Us(1)
Kohl's Department Store(1)
Marshall's
Toys 'R Us(1)
NEW JERSEY
Chester Springs.................... Shop-Rite Supermarket
Staples
NEW YORK
Toys 'R Us......................... Toys 'R Us
Trinity Corners Scott's Corner Market
NORTH CAROLINA
Hickory Corners Food Lion Grocery
OfficeMax
Wal-Mart(4)

10
12

Holly Springs Plaza................ Franklin, NC Community Center 1997/1992 124,484
Ridgeview Crossing................. Elkin, NC Community Center 1997/1995 168,659
OHIO
OfficeMax Center................... Toledo, OH Single Tenant Retail 1994/NA 22,930
Spring Meadows Place............... Holland, OH Power Center 1987/1997 275,372 81,125
Troy Towne Center.................. Troy, OH Community Center 1990/1996 90,921 85,000
SOUTH CAROLINA
Edgewood Square.................... North Augusta, SC Community Center 1997/1995 207,829
Taylors Square..................... Greenville, SC Community Center 1997/1995 209,724
TENNESSEE
Cumberland Gallery................. New Tazewell, TN Community Center 1997/NA 73,304
Highland Square.................... Crossville, TN Community Center 1997/NA 131,126
Northwest Crossing................. Knoxville, TN Community Center 1997/1995 217,443
Stonegate Plaza.................... Kingsport, TN Community Center 1997/1993 127,042
Tellico Plaza...................... Lenoir City, TN Community Center 1997/NA 94,805
VIRGINIA
Aquia Towne Center................. Stafford, VA Community Center 1998/NA 77,438
WISCONSIN
West Allis Town Centre............. West Allis, WI Community Center 1987/NA 216,474
--------- ---------
Total........................... 1,408,300 5,932,774
========= =========

Holly Springs Plaza................ 31,100 155,584 155,584 1.7% 154,084 99.0%
Ridgeview Crossing................. 42,865 211,524 211,524 2.3% 209,724 99.1%
OHIO
OfficeMax Center................... 0 22,930 22,930 0.3% 22,930 100.0%
Spring Meadows Place............... 117,366 473,863 198,491 2.2% 190,417 95.9%
Troy Towne Center.................. 69,437 245,358 154,437 1.7% 145,800 94.4%
SOUTH CAROLINA
Edgewood Square.................... 20,375 228,204 228,204 2.5% 223,829 98.1%
Taylors Square..................... 33,760 243,484 243,484 2.7% 202,484 83.2%
TENNESSEE
Cumberland Gallery................. 24,851 98,155 98,155 1.1% 93,055 94.8%
Highland Square.................... 40,420 171,546 171,546 1.9% 161,326 94.0%
Northwest Crossing................. 43,264 260,707 260,707 2.9% 259,212 99.4%
Stonegate Plaza.................... 11,448 138,490 138,490 1.5% 138,490 100.0%
Tellico Plaza...................... 19,387 114,192 114,192 1.3% 114,192 100.0%
VIRGINIA
Aquia Towne Center................. 162,604 240,042 240,042 2.7% 210,347 87.6%
WISCONSIN
West Allis Town Centre............. 112,980 329,454 329,454 3.6% 327,454 99.4%
--------- ---------- --------- ----- --------- ------
Total........................... 3,095,911 10,436,985 9,028,685 100.0% 8,408,390 93.1%
========= ========== ========= ===== ========= ======

PROPERTY ANCHORS
-------- -------

Holly Springs Plaza................ Ingles Grocery
Wal-Mart
Ridgeview Crossing................. Belk Department Store
Ingles Grocery
Wal-Mart
OHIO
OfficeMax Center................... OfficeMax
Spring Meadows Place............... Dick's Sporting Goods(1)
Kroger(1)
OfficeMax
Service Merchandise(1)
SuperPetz(5)
Target(1)
TJ Maxx
Troy Towne Center.................. County Market
Sears Hardware
Stage Department Store
Wal-Mart(1)
SOUTH CAROLINA
Edgewood Square.................... Bi-Lo Grocery
Goody's Family Clothing
Wal-Mart
Taylors Square..................... Goody's Family Clothing
Wal-Mart
TENNESSEE
Cumberland Gallery................. Ingles Grocery
Wal-Mart
Highland Square.................... Kroger
Wal-Mart(4)
Northwest Crossing................. Goody's Family Clothing
Ingles Grocery
Wal-Mart
Stonegate Plaza.................... Food Lion Grocery
Wal-Mart
Tellico Plaza...................... Bi-Lo Grocery
Wal-Mart(4)
VIRGINIA
Aquia Towne Center................. Big Lots
Shoppers Food
Warehouse
WISCONSIN
West Allis Town Centre............. Builder's Square
Kmart
Kohl's Supermarket (A&P)
Total...........................

- -------------------------
(1) Anchor-owned store
(2) 50% general partner interest
(3) Represents year opened or acquired/year of latest renovation or expansion by
either the Company or the former Ramco Group, as applicable.
(4) Wal-Mart currently is not occupying its leased premises in this shopping
center but remains obligated to pay under the terms of the respective lease
agreement.

11
13

TENANT INFORMATION

The following table sets forth, as of December 31, 1998, information
regarding space leased to tenants which in each case, individually account for
more than 2% of total annualized base rental revenue from the Company's
properties.

TOTAL ANNUALIZED % OF ANNUALIZED AGGREGATE % OF TOTAL
NUMBER OF BASE RENTAL BASE RENTAL GLA LEASED COMPANY
TENANT STORES REVENUE(1) REVENUE BY TENANT OWNED GLA
------ --------- ----------- --------------- ---------- ----------

Wal-Mart.......................... 16 $ 6,239,653 10.8% 1,431,499 15.9%
Kmart............................. 8 2,053,196 3.6 768,103 8.5
A&P/Farmer Jack................... 5 1,911,175 3.3 231,257 2.6
OfficeMax......................... 7 1,705,490 3.0 161,801 1.8
Circuit City...................... 3 1,418,639 2.5 100,439 1.1
Builder's Square.................. 3 1,345,086 2.3 249,440 2.8
----------- ---- --------- ----
$14,673,239 25.5% 2,942,539 32.7%
=========== ==== ========= ====

- -------------------------
(1) Annualized Base Rental Revenue is December 1998 base rental revenue
multiplied by 12.

Approximately 605,000 square feet of GLA at eight of the Southeast
Portfolio shopping centers is leased to Wal-Mart, but not currently occupied by
Wal-Mart, although Wal-Mart remains obligated under the respective lease
agreements. Wal-Mart has entered into various subleases, which sub-tenants
currently covering approximately 382,000 square feet of GLA.

During July 1997 Montgomery Wards ("Wards"), a tenant at three of the
Company's properties, Tel-Twelve Mall, Clinton Valley Mall and Shoppes of
Lakeland, filed for protection under Chapter 11 of the Bankruptcy Code. The
Company was notified in March 1998 that Wards rejected the lease at the
Company's Clinton Valley Mall. This location consists of a 101,200 square foot
department store and a 7,480 square foot TBA store (Tires, Batteries and
Automotive). On an annual basis, Wards paid approximately $1,000,000 in base
rent and operating and real estate tax expense reimbursement for the Clinton
Valley Mall. The Company is pursuing replacement tenants to lease the space and
has currently leased 33,000 square feet of the former department store and
rental income is expected to commence during the first quarter of 1999.

On February 4, 1999, Crowley, Milner and Company, a tenant at the Company's
Tel-Twelve Mall, filed for protection under Chapter 11 of the Bankruptcy Code.
For 1998, Crowley's paid approximately $396,000 in base rent and operating and
real estate tax expense reimbursement.

The following table sets forth, as of December 31, 1998, the total GLA
leased to anchors, retail tenants, and available space, in the aggregate, of the
Company's properties.

ANNUALIZED % OF ANNUALIZED AGGREGATE % OF TOTAL
BASE RENTAL BASE RENTAL GLA LEASED COMPANY
TYPE OF TENANT REVENUE(1) REVENUE BY TENANT OWNED GLA
-------------- ----------- --------------- ---------- ----------

Anchor...................................... $29,487,016 50.9% 5,681,217 62.9%
Retail (non-anchor)......................... 28,395,961 49.1 2,727,173 30.2
Available................................... -- -- 620,295 6.9
----------- ----- --------- -----
Total.................................. $57,882,977 100.0% 9,028,685 100.0%
=========== ===== ========= =====

- -------------------------
(1) Annualized Base Rental Revenue is December 1998 base rental revenue
multiplied by 12.

12
14

The following table sets forth as, of December 31, 1998, the total GLA
leased to national, regional and local tenants, in the aggregate, of the
Company's properties.

National.................................... $42,195,670 72.9% 6,754,947 80.3%
Local....................................... 11,605,120 20.1 1,101,811 13.1
Regional.................................... 4,082,187 7.0 551,632 6.6
----------- ----- --------- -----
Total.................................. $57,882,977 100.0% 8,408,390 100.0%
=========== ===== ========= =====

- -------------------------
(1) Annualized Base Rental Revenue is December 1998 base rental revenue
multiplied by 12.

The following table sets forth lease expirations for the next five years at
the Company's properties assuming that no renewal options are exercised.

AVERAGE BASE % OF ANNUALIZED
RENTAL REVENUE ANNUALIZED BASE RENTAL
PER SQ. FT. AS OF BASE RENTAL REVENUE AS OF LEASED COMPANY
NO. OF 12/31/98 REVENUE AS OF 12/31/98 OWNED GLA
LEASE LEASES UNDER 12/31/98 UNDER REPRESENTED BY EXPIRING (IN
EXPIRATION EXPIRING EXPIRING LEASES EXPIRING LEASES(1) EXPIRING LEASES SQUARE FEET)
---------- -------- ----------------- ------------------ --------------- --------------

1999................. 168 $9.00 $4,503,929 7.8% 500,248
2000................. 171 8.66 6,093,983 10.5 703,629
2001................. 136 7.59 4,319,182 7.5 568,806
2002................. 119 7.50 5,090,573 8.8 679,056
2003................. 107 8.92 4,712,330 8.1 528,565

% OF TOTAL
COMPANY
OWNED GLA
LEASE REPRESENTED BY
EXPIRATION EXPIRING LEASES
---------- ---------------

1999................. 5.5%
2000................. 7.8
2001................. 6.3
2002................. 7.5
2003................. 5.9

- -------------------------
(1) Annualized Base Rental Revenue is December 1998 base rental revenue
multiplied by 12.

ITEM 3. LEGAL PROCEEDINGS

There are no material pending legal proceedings, other than ordinary
routine litigation incidental to the business against or involving the Company
or its properties.

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

During the fourth quarter of 1998, no matters were submitted for a vote of
stockholders of the Company.

13
15

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION -- The Company's Common Shares have been listed and
traded on the New York Stock Exchange ("NYSE") under the symbol "RPT" since May
13, 1996. The Common Shares were previously listed on the NYSE under the name of
RPS Realty Trust, symbol "RPS", from December 28, 1988 until May 10, 1996.

The following table shows high and low closing prices per share for each
quarter in 1997 and 1998.

SHARE PRICE
-----------------
QUARTER ENDED HIGH LOW
------------- ---- ---

March 31, 1997............................................. $18.125 $16.750
June 30, 1997.............................................. 18.250 16.625
September 30, 1997......................................... 19.938 17.875
December 31, 1997.......................................... 20.063 18.063

March 31, 1998............................................. 21.250 19.500
June 30, 1998.............................................. 21.625 19.000
September 30, 1998......................................... 19.000 16.125
December 31, 1998.......................................... 16.375 14.500

HOLDERS -- The number of holders of record of the Company's Common Shares
was 3,072 as of March 8, 1999.

DIVIDENDS -- Under the Code, a REIT must meet certain requirements,
including a requirement that it distribute annually to its shareholders at least
95 percent of its taxable income. Dividend distributions per common share for
the years ended December 31, 1998 and 1997, are summarized as follows.

The Company declared the following cash distributions per share to common
shareholders for the year ended December 31, 1997.

DIVIDEND
RECORD DATE DISTRIBUTION PAYMENT DATE
----------- ------------ ------------

March 31, 1997.................................... $.42 April 15, 1997
June 30, 1997..................................... $.42 July 15, 1997
September 30, 1997................................ $.42 October 21, 1997
December 31, 1997................................. $.42 January 20, 1998

The Company declared the following cash distributions per common share to
shareholders for the year ended December 31, 1998:

DIVIDEND
RECORD DATE DISTRIBUTION PAYMENT DATE
----------- ------------ ------------

March 31, 1998.................................... $.42 April 21, 1998
June 30, 1998..................................... $.42 July 21, 1998
September 30, 1998................................ $.42 October 20, 1998
December 31, 1998................................. $.42 January 19, 1999

Distributions paid by the Company are at the discretion of the Board of
Trustees and will depend on a number of factors, including cash flow of the
Company, its financial condition and capital requirements, the annual
distribution requirements necessary to maintain its status as a REIT under the
Code, and such other factors as the Board of Trustees deems relevant.

The Company has a Dividend Reinvestment Plan (the "DRP Plan") which allows
shareholders to acquire additional Common Shares by automatically reinvesting
cash dividends. Shares are acquired pursuant to the DRP Plan at a price equal to
the prevailing market price of such Shares, without payment of any

14
16

brokerage commission or service charge. Shareholders who do not participate in
the Plan continue to receive cash distributions, as declared.

The Company has issued an aggregate of 1,400,000 Series A Preferred Shares
to certain clients advised by Morgan Stanley Asset Management, Inc. ("MSAM") and
Kimco Realty Corporation ("Kimco"). The Series A Preferred Shares were sold
pursuant to a Preferred Units and Stock Purchase Agreement dated as of September
30, 1997 among the Company, the Operating Partnership, certain clients advised
by MSAM and Special Situations RG REIT, Inc. (the entity the investors used to
effect their investment). The Series A Preferred Shares were sold for an
aggregate consideration of $35,000,000 or $25.00 per Series A Preferred Share.
The sale and issuance of the Series A Preferred Shares was not registered under
the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon
Section 4(2) of the Securities Act. The purchasers of the Series A Preferred
Shares were limited to six institutional investors consisting of insurance
companies, pension funds and other sophisticated institutional investors each of
whom made representations to the Company and the Operating Partnership with
respect to its intention to purchase the securities for investment only, and not
with a view to or for sale in connection with any distribution. Each investor
also represented to the Company and the Operating Partnership that such investor
was sophisticated and was able to bear the economic risk of its investment in
the Operating Partnership and the Company. No underwriter was involved in the
transaction and there were no underwriting discounts or commissions paid in
connection therewith.

Under certain circumstances, the Series A Preferred Shares are convertible
into Common Shares. Each Series A Preferred Share may be converted into Common
Shares at the Stated Value (equal to $25.00) plus any unpaid dividends, if any,
for each Series A Preferred Share so converted, for Common Shares issued on
conversion priced at $17.50 per Common Share, subject to adjustment under
certain circumstances to prevent the dilution of the Series A Preferred Shares,
including certain issues of Common Shares by the Company at prices less than
$17.50.

15
17

ITEM 6. SELECTED FINANCIAL DATA (IN THOUSANDS, EXCEPT PER SHARE DATA AND NUMBER
OF PROPERTIES)

The following table sets forth selected consolidated financial data for the
Company and should be read in conjunction with the consolidated financial
statements and notes thereto included elsewhere in this report:

PRO FORMA
YEAR ENDED DECEMBER 31, YEAR ENDED
------------------------------------------------- DECEMBER 31,(1)
1998 1997 1996(2) 1995 1994 1997
---- ---- ------- ---- ---- ---------------
(UNAUDITED)

OPERATING DATA:
Revenues
Rental revenues................... $ 75,997 $ 58,492 $37,598 $ 8,936 $ 6,764 $73,128
Interest and other income......... 758 752 2,915 7,781 19,642 855
-------- -------- ------- ------- ------- -------
Total Revenues............... 76,755 59,244 40,513 16,717 26,406 73,983
-------- -------- ------- ------- ------- -------
Expenses:
Real estate taxes................. 7,354 6,230 4,643 1,271 1,236 7,426
Recoverable operating expenses.... 12,763 11,462 8,230 1,934 1,530 12,346
Depreciation and amortization..... 12,189 8,216 4,798 1,214 947 10,949
Other operating................... 809 974 791 183 227 1,119
General and administrative........ 5,831 4,753 4,683 4,127 3,898 5,085
Interest expense.................. 25,396 14,753 6,725 -- 426 24,183
Spin-off and other expenses....... -- -- 7,976 -- -- --
Allowance for loan losses......... -- -- -- 4,450 2,500 --
-------- -------- ------- ------- ------- -------
Total Expenses............... 64,342 46,388 37,846 13,179 10,764 61,108
-------- -------- ------- ------- ------- -------
Operating Income....................... 12,413 12,856 2,667 3,538 15,642 12,875
Loss From Unconsolidated Entities...... 304 314 216 -- -- 314
-------- -------- ------- ------- ------- -------
Income Before Minority Interest........ 12,109 12,542 2,451 3,538 15,642 12,561
Minority Interest...................... 3,451 3,344 2,159 -- -- 3,350
-------- -------- ------- ------- ------- -------
Net Income................... $ 8,658 $ 9,198 $ 292 $ 3,538 $15,642 $ 9,211
======== ======== ======= ======= ======= =======
Net Income Available to Common
Shareholders......................... $ 7,044 $ 8,920 $ 292 $ 3,538 $15,642 $ 8,933
======== ======== ======= ======= ======= =======
Earnings Per Common Share:
Basic................................ $0.99 $1.25 $0.04 $0.50 $2.20 $1.25
======== ======== ======= ======= ======= =======
Diluted.............................. $0.98 $1.25 $0.04 $0.50 $2.20 $1.25
======== ======== ======= ======= ======= =======
Weighted Average Shares Outstanding
Basic................................ 7,133 7,123 7,123 7,123 7,123 7,123
======== ======== ======= ======= ======= =======
Diluted.............................. 7,165 7,148 7,123 7,123 7,123 7,148
======== ======== ======= ======= ======= =======
OTHER DATA:
Funds from Operations(3)............. $ 22,716 $ 20,500 $15,225 $23,260
Cash flow provided by (used in):
Operating activities.............. 16,794 17,026 15,495 2,335 14,452
Investing activities.............. (38,280) (153,183) 18,976 (56,335) 37,184
Financing activities.............. 21,003 137,649 (42,397) (9,117) (15,852)
Number of Properties at Year End..... 54 50 32 8 8 50
Company owned GLA.................... 9,029 8,372 5,297 1,189 1,189 8,372
Cash Distributions Declared Per
Share............................. $1.68 $1.68 $1.44 $1.28 $1.28

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DECEMBER 31,
----------------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----

BALANCE SHEET DATA:
Cash and cash equivalents............... $ 4,550 $ 5,033 $ 3,541 $ 11,467 $ 74,584
REMIC Investments....................... 58,099
Interest and accounts receivable........ 9,864 6,035 3,901 7,748 8,608
Mortgage loans receivable -- net........ 36,023 41,892
Investment in real estate (before
accumulated depreciation)............ 535,980 473,213 314,854 58,046 57,841
Total Assets............................ 544,404 484,682 323,627 180,581 186,171
Mortgages and Notes Payable............. 328,248 295,618 143,410
Total Liabilities....................... 348,727 314,436 159,056 3,561 3,572
Minority Interest....................... 48,535 42,282 44,706
Shareholders' Equity.................... 147,142 127,964 119,865 177,020 182,599

- -------------------------
(1) Pro forma information has been presented as if the acquisitions of shopping
center properties during 1997 had occurred on January 1, 1997. Pro forma
consolidated financial data related to 1998 acquisitions would not be
significantly different than actual results.

(2) Effective May 1, 1996, the Company completed the acquisition of
substantially all of the shopping center and retail properties, as well as
the management organization and business operations of Ramco and its
affiliates and the spin-off of its wholly owned subsidiary, Atlantic Realty
Trust, a Maryland real estate investment trust. In connection with the Ramco
Acquisition, the Company's name was changed to Ramco-Gershenson Properties
Trust and a one-for-four reverse stock split was effectuated as of the close
of business on May 1, 1996.

(3) Management generally considers Funds From Operations ("FFO") to be one
measure of financial performance of an equity REIT. The Company has adopted
the most recent National Association of Real Estate Investment Trusts
("NAREIT") definition of FFO, which was effective on January 1, 1996. Under
the definition, FFO represents income (loss) before minority interest
(computed in accordance with generally accepted accounting principles
("GAAP")), excluding gains (losses) from debt restructuring and sales of
property, plus real estate related depreciation and amortization (excluding
amortization of financing costs), and after adjustment for unconsolidated
partnerships and joint ventures. Therefore, FFO does not represent cash
generated from operating activities in accordance with GAAP and should not
be considered an alternative to net income as an indication of the Company's
performance or to cash flows from operating activities as a measure of
liquidity or the ability to pay distributions. Furthermore, while net income
and cash generated from operating, investing and financing activities,
determined in accordance with GAAP, consider capital expenditures which have
been and will be incurred in the future, the calculations of FFO does not.

17
19

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

The following discussion and analysis of the financial condition and
results of operations should be read in conjunction with Ramco-Gershenson
Properties Trust's (the "Company") Consolidated Financial Statements, the notes
thereto, and the comparative summary of selected financial data appearing
elsewhere in this report. Dollars and square feet information are in thousands,
except per Share and per Unit amounts.

Certain information included in the following section of this report, other
than historical information may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements are identified by terminology such as "may," "will,"
"believe," "expect," "estimate," "anticipate," "continue" or similar terms.
Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, actual results may differ materially
from those projected in the forward-looking statements.

OVERVIEW

The results of operations depends primarily upon rental income. The
Company's future success is dependent in part by its ability to maintain
occupancy and increase rental rates.

OCCUPANCY -- Occupancy remained stable for the Company's overall portfolio
with a breakdown by asset category as follows:

1998 1997
---- ----

Enclosed regional malls..................................... 96.1% 92.3%
Power centers............................................... 98.8 94.9
Community centers........................................... 91.6 93.4
Single tenant retail properties............................. 100.0 100.0
Portfolio summary........................................... 93.1% 93.6%
===== =====

AVERAGE BASE RENTS -- Average base rents per square foot for the asset
categories at December 31:

PERCENTAGE
INCREASE
1998 1997 (DECREASE)
---- ---- ----------

Enclosed regional malls............................. $7.52 $7.88 (4.6)%
Power centers....................................... 8.24 7.77 6.0
Community centers................................... 6.64 6.40 3.8
Single tenant retail properties..................... 3.71 3.71 0.0
Portfolio summary................................... $6.88 $6.70 2.7 %
===== ===== ====

LEASE RENEWALS -- The Company achieved the following increases in base rent
for leases that were renewed during 1998:

PER SQUARE PER SQUARE
FOOT RENT FOOT RENT PERCENTAGE
PRIOR LEASE NEW LEASE INCREASE GLA
----------- ---------- ---------- ---

Enclosed regional malls................ $13.43 $13.43 0.0% 8,083
Power centers.......................... 13.23 14.47 9.4 24,424
Community centers...................... 10.46 11.11 6.2 70,766

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20

NEW LEASES -- For new leases entered into during 1998, the Company achieved
the following increases in base rent:

PER SQUARE PER SQUARE
FOOT RENT FOOT RENT PERCENTAGE
PORTFOLIO AVERAGE NEW LEASE INCREASE GLA
----------------- ---------- ---------- ---

Anchor............................ $ 5.19 $ 6.47 24.7% 263,458
Non-anchor........................ 10.41 11.00 5.7 200,857

PER SQUARE PER SQUARE
FOOT RENT FOOT RENT PERCENTAGE
PORTFOLIO AVERAGE NEW LEASE INCREASE GLA
----------------- ---------- ---------- ---

Enclosed regional malls........... $7.52 $ 8.98 19.4% 29,635
Power centers..................... 8.24 13.44 63.1 97,293
Community centers................. 6.64 6.93 4.4 337,387

RESULT OF OPERATIONS

Comparison of Year Ended December 31, 1998 to Year ended December 31, 1997

The Company increased its portfolio of shopping centers from 50 properties
with 8,385 square feet of Company owned gross leaseable area ("GLA") at December
31, 1997 to 54 properties with 9,029 square feet at December 31, 1998 through
the acquisition of 4 properties totaling 644 square feet of GLA.

Total revenue increased 29.6% or $17,511, to $76,755 for the year ended
December 31, 1998, as compared to $59,244 for the year ended December 31, 1997.
Of this increase, minimum rents increased by $15,824, or 40.5%, to $54,859 in
1998 from $39,035 in 1997. Recoveries from tenants increased $1,610 or 9.0% to
$19,600 for the year ended December 31, 1998, compared to $17,990 for the year
ended December 31, 1997.

Approximately $13,200 of the increase in minimum rents resulted from a full
year of operations in 1998 for the 1997 property acquisitions. The four shopping
centers acquired in 1998 contributed $1,533 to minimum rents. In addition, $548
of the increase in minimum rents is related to buildable sites delivered to two
anchor tenants at the White Lake MarketPlace development during 1998. The
balance of the increase in minimum rents is primarily attributable to anchor
tenant openings at New Towne Plaza and the repositioning of West Oaks I,
resulting in the opening of three new tenant stores.

The increase in recoveries from tenants is primarily due to a higher level
of recoverable operating expenses and real estate taxes due to a full year of
operations for the 1997 property acquisitions. The overall recovery ratio
decreased to 97.4% in 1998 from 101.7% in 1997. The decrease is attributable to
lower recovery ratios for the Southeast Portfolio properties, approximately 84%,
when compared to the existing core portfolio (shopping center properties owned
as of January 1, 1997). As the Southeast Portfolio leases expire, the Company
expects that new lease agreements will allow recovery ratios to increase to
levels similar to the Company's normal recovery ratio of approximately 100%.

Total expenses for the year ended December 31, 1998 increased 38.7%, or
$17,954 as compared to $46,388 for the year ended December 31, 1997. The
increase was due to a $2,425 increase in operating expenses, including
recoverable operating expenses and real estate taxes, a $3,973 increase in
depreciation and amortization, a $1,078 increase in general and administrative
expenses, and a $10,643 increase in interest expense, offset in part, by a $165
decrease in other operating expenses. The increase in recoverable expenses,
including recoverable operating expenses and real estate taxes, are primarily
attributable to the acquisition of the Southeast Portfolio and the other
acquisitions in 1997 and the four acquisitions made during 1998.

Depreciation and amortization increased in 1998 by $3,973, or 48.4% to
$12,189 from $8,216 in 1997. The increase resulted primarily from depreciation
and amortization of the shopping centers acquired in 1997 and 1998.

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21

General and administrative expenses were $5,831 in 1998 as compared to
$4,753 in 1997, an increase of $1,078, or 22.7%. The increase is attributable to
the growth of the Company related to the 1997 and 1998 acquisitions and
developments, and the full year effect of increased full-time employees hired
during the fourth quarter of 1997. However, general and administrative expenses
as a percentage of total revenue decreased from 8.0% in 1997 to 7.6% in 1998.

Interest expense increased in 1998 by $10,643, or 72.1%, to $25,396 as
compared to $14,753 in 1997. Approximately $6,900 of the increase in interest
expense resulted from a full year of expense in 1998 for debt incurred for the
Southeast Portfolio acquisition in 1997. In addition, $580 of the 1998 increase
is attributable to a mortgage loan that was closed on in December 1997. The
increase in borrowings under the Company's $110,000 Credit Facility during 1998
resulted in additional interest expense of approximately $2,605.

Comparison of year ended December 31, 1997 to year ended December 31, 1996

Total revenues for the year ended December 31, 1997 increased by 46.2%, or
$18,731, to $59,244 as compared to $40,513 for the year ended December 31, 1996.
The increase was a result of a $15,322 increase in minimum rents, a $277
increase in percentage rents, and a $5,295 increase in recoveries from tenants
offset in part by a $2,163 decrease in interest and other income.

Minimum rents increased 64.6%, or $15,322, to $39,035 for the year ended
December 31, 1997 as compared to $23,713 for the year ended December 31, 1996.
Percentage rents increased 23.3%, or $277, to $1,467 in 1997 as compared to
$1,190 for the year ended December 31, 1996. Recoveries from tenants increased
41.7%, or $5,295, to $17,990 as compared to $12,695 for the year ended December
31, 1996. The $15,322 increase in minimum rents is due to the partial year
impact of 1997 acquisitions of $3,196, the full impact of 1996 property
acquisitions of $2,430, the full year impact of the Ramco Acquisition of
$10,080, and a decrease of $348 related to the former RPS shopping centers. The
$10,080 increase related to the full year impact of the Ramco Acquisition
consisted of a $9,132 increase for the first four months of 1997 for which the
Company did not own the properties in 1996, and a $948 increase during the last
eight months for which the Company owned the properties in both 1996 and 1997.
The $948 increase in minimum rents at the Ramco Properties was primarily due to
the impact of anchor tenant openings at the Tel-Twelve Mall, Jackson West,
Jackson Crossing, Troy Towne Center and Spring Meadows shopping centers,
amounting to $1,052, offset in part by reductions in minimum rents of $111 at
the West Oaks I shopping center during its repositioning. The $348 decrease in
the minimum rents from the former RPS properties was primarily due to lower
occupancy at the Sunshine Plaza shopping center as a result of the vacancy of
anchor stores. The increase in recoveries from tenants was due to a higher level
of recoverable operating expenses and real estate taxes due to the increase in
the number of shopping centers owned in 1997 as compared to 1996, combined with
an increase in the overall recovery ratio in 1997 to 101.7% as compared to 98.6%
in 1996. The increase in percentage rents was primarily due to the impact of the
Ramco Acquisition and the other 1996 acquisitions.

Interest and other income decreased 74.2%, or $2,163, to $752 in 1997 as
compared to $2,915 in 1996. The decrease of $2,163 in interest and other income
is primarily due to the impact of the spin-off of Atlantic including the
transfer of the mortgage loan portfolio to Atlantic effective May 1, 1996.
Approximately $183 of the $752 recognized in 1997 was attributable to
non-recurring tenant lease obligations.

Total expenses for the year ended December 31, 1997 increased 22.6%, or
$8,542, to $46,388 as compared to $37,846 for the year ended December 31, 1996.
The increase was due to a $4,819 increase in operating expenses, including
recoverable operating expenses and real estate taxes, a $3,418 increase in
depreciation and amortization, a $183 increase in other operating expenses, a
$70 increase in general and administrative expenses, and a $8,028 increase in
interest expense, offset in part, by a $7,976 decrease in spin-off and other
expenses.

Total recoverable expenses, including recoverable operating expenses and
real estate taxes, increased $4,819, or 37.4% to $17,692 for the year ended
December 31, 1997 from $12,873 for the year ended December 31, 1996. Other
operating expenses increased 23.1%, or $183, to $974 in 1997 from $791 in 1996.
General and administrative expenses increased $70, or 1.5% from $4,683 in 1996
to $4,753 in 1997. Interest expense increased 119.4%, or $8,028, to $14,753 in
1997 as compared to $6,725 in 1996. Depreciation and
20
22

amortization increased $3,418, or 71.2%, to $8,216 in 1997 as compared to $4,798
in 1996. The increases in recoverable expenses, other operating expenses,
general and administrative expenses, interest expense and depreciation and
amortization expense are primarily attributable to the impact of the acquisition
of the Ramco Properties effective May 1, 1996 and the impact of shopping center
acquisitions during 1996 and 1997. The operating results for the year ended
December 31, 1997, included the impact of the acquisition of the Ramco
Properties and the shopping centers acquired during 1996 for the full twelve
months in 1997, while the results for the year ended December 31, 1996 include
the results of the Ramco Properties for only eight months and include the impact
of the subsequent 1996 acquisitions only from the date of acquisition. The
impact of shopping centers acquired in 1997 is reflected only from the
acquisition date until December 31, 1997. In addition, two properties which were
part of the Company's portfolio at December 31, 1995 were spun-off to Atlantic
effective May 1, 1996.

For the year ended December 31, 1996, the Company incurred $7,976 of
spin-off and other expenses for which there were no corresponding costs for the
year ended December 31, 1997. These non-recurring costs were primarily a result
of the employee severance and bonus expenses, the cost of run-off directors' and
officers' liability insurance and the write-off of deferred acquisition costs
related to the spin-off of Atlantic.

The loss from unconsolidated entities of $314 in 1997 as compared to $216
in 1996 is due to the impact of the Ramco Acquisition on May 1, 1996.

The minority interest during 1997 was $3,344 as compared to $2,159 in 1996.
The minority interest represents the portion of the Operating Partnership that
is not owned by the Company. The minority interest for 1997 represents the
impact of a full year while in 1996 it represents the impact only from the Ramco
Acquisition effective May 1996 until the end of 1996.

Comparison of Year Ended December 31, 1998 to Pro forma year ended December 31,
1997

Pro forma consolidated information related to the four acquisitions made
during 1998 would not be significantly different than actual results. Therefore,
1998 actual consolidated information has been used in the following analysis.
The pro forma consolidated information for 1997, which is included in Note 13 to
the Consolidated Financial Statements, is presented as if Madison Center,
Pelican Plaza, the Southeast Portfolio and Village Lakes shopping centers
acquisitions had occurred on January 1, 1997.

Total revenues for the year ended December 31, 1998 increased 3.7%, or
$2,772, to $76,755 as compared to $73,983 for the year ended December 31, 1997.
The increase was due to a $3,145 increase in minimum rents, reduced by $82
decrease in percentage rents, a $194 reduction in recoveries from tenants and a
$97 decrease in interest and other income.

Minimum rents increased 6.1%, or $3,145 to $54,859 for 1998 as compared to
$51,714 for the year ended December 31, 1997. The four shopping centers acquired
in 1998 increased minimum rents by $1,533. Minimum rents related to a buildable
pad delivered to an anchor tenant at the White Lake MarketPlace development
increased revenue by $548. The balance of the increase in minimum rents is
primarily attributable to initial anchor tenant openings at New Towne Plaza and
the repositioning of West Oaks I, resulting in the opening of three new tenants
stores.

In 1998, recoveries from tenants decreased $194, to $19,600 from $19,794
for the year ended December 31, 1997. The decrease is a result of lower
recoverable operating expenses that the Company can charge tenants of the
Southeast Portfolio properties, when compared to the overall portfolio recovery
ratio. As the Southeast Portfolio leases expire, the Company expects that new
lease agreements will allow for recovery ratios similar to the Company's normal
recovery ratio of approximately 100%.

Total expenses for the year ended December 31, 1998 increased 5.3%, or
$3,234 as compared to $61,108 for the year ended December 31, 1997. The increase
was due to a $345 increase in operating expenses, including recoverable
operating expenses and real estate taxes, a $1,240 increase in depreciation and
amortization, a $746 increase in general and administrative expenses, and a
$1,213 increase in interest expense, offset in part, by a $310 decrease in other
operating expenses.

21
23

The increase of 11.3%, or $1,240, in depreciation and amortization expense
to $12,189 in 1998 from $10,949 in 1997 was attributable to acquisitions and
capital expenditures made in 1998.

General and administrative expense was $5,085 in 1997 as compared to $5,831
in 1998. This 14.7% increase was primarily due to increases in salary, including
an increase in headcount during 1998 and an increase in state and local tax
expense.

Interest expense increased in 1998 by $1,213, or 5.0%, to $25,396 as
compared to $24,183 in 1997. The increase is primarily due to increased level of
borrowings related to the 1998 acquisitions, development cost reimbursements and
other capital projects.

CAPITAL RESOURCES AND LIQUIDITY

The Company generated $16,794 in cash flows from operating activities and
$21,003 in cash flows from financing activities for the year ended December 31,
1998. These combined cash flows of $37,797 were used to fund $38,280 of the
investing activities, which were primarily the acquisition of real estate
assets.

The Company's mortgages and notes payable amounted to $328,248 at December
31, 1998, with a weighted average interest rate of 7.78%. The debt consists of
ten loans secured by various properties, plus one construction loan, one
unsecured term loan and the Credit Facility, as defined below. Eight of the
mortgage loans amounting to $172,371 have maturities ranging from 2000 to 2008,
monthly payments which include regularly scheduled amortization, and have fixed
interest rates ranging between 6.83% to 8.28%. One of the mortgage loans,
evidenced by tax free bonds, amounting to $7,000 secured by Oak Brook Square
Shopping Center is non-amortizing, matures in 2010, and carries a floating
interest rate equal to 75% of the new issue long term Capital A rated utility
bonds, plus interest to the lender sufficient to cause the lender's overall
yield on its investment in the bonds to be equal to 200 basis points over their
applicable LIBOR rate (7.49% at December 31, 1998). Another mortgage loan with
an interest rate of 8.75%, matured in June 1998.

In connection with the acquisition of Aquia Towne Center shopping center,
the Company assumed an existing $15,170 mortgage loan. The loan matures in March
2008 and has an interest rate of 7.39%. In addition, Ramco-Gershenson
Properties, L.P. (the "Operating Partnership"), the Company's operating
partnership, issued 239,697 OP Units valued at approximately $5,300.

The Company has a $14 million construction loan to finance the White Lake
MarketPlace shopping center development. The loan carries an interest rate of
185 basis points over LIBOR, an effective rate of 7.1% at December 31, 1998, and
matures June 2000. At the Company's option, the loan can then be converted to a
2-year term loan. Approximately $5.9 million has been borrowed at December 31,
1998.

The Company has an unsecured term loan amounting to $45,000, maturing
October 2000. This term loan bears interest between 250 and 275 basis points
over LIBOR, depending on certain debt ratios (9.06% at December 31, 1998).

The Company currently has a $110,000 Credit Facility, of which $97,988 was
outstanding as of December 31, 1998. This credit facility bears interest between
137.5 and 162.5 basis points over LIBOR depending on certain debt ratios
(effective interest rate of 7.35% at December 31, 1998) and matures October
2000. The credit facility is secured by mortgages on various properties and
contains financial covenants relating to liabilities-to-asset ratio, minimum
operating coverage ratios and a minimum equity value. As of December 31, 1998
the Company was in compliance with the covenant terms. At December 31, 1998,
outstanding letters of credit issued under the credit facility total $835.

The Company used proceeds from the borrowings under the Credit Facility and
the construction loan, the assumption of the existing mortgage on Aquia Towne
Center, the issuance of 933,333 Series A Preferred Shares and the issuance of
239,697 OP Units, to finance the acquisitions of Southbay Fashion Center,
Conyers Crossing and Aquia Towne Center, the development of White Lake
MarketPlace, the repayment of a mortgage loan in June 1998, and to pay for other
capital expenditures.

$75,000. Based on rates currently in effect under the Company's Credit Facility,
the agreement provides for a fixed rate of 7.425% through October 2000. In
conjunction with this agreement, the Company terminated, at no cost, the two
interest rate collar agreements previously in place. These terminated agreements
consisted of a $75,000 agreement through May 1, 1999 which had a cap at 8.375%
and a floor of 7.125%, and a $50,000 agreement for the period May 1999 to
October 2000 which had a cap at 8.375% and a floor of 7.225%. The Company is
exposed to credit loss in the event of non-performance by the other parties to
the interest rate swap agreement, however, the Company does not anticipate
non-performance by the counter parties.

After taking into account the impact of converting the variable rate debt
into fixed rate debt by use of the rate protection agreement, the Company's
variable rate debt accounted for $80,877 of outstanding debt with a weighted
average interest rate of 8.2%. Variable rate debt accounted for approximately
24.6% of the Company's total debt and 16.0% of its total capitalization. The
Company has an interest rate protection agreement in place relative to $75,000
of floating rate debt as discussed above.

Based on the debt and the market value of equity, the Company's debt to
total market capitalization (debt plus market value equity) ratio was 65.0% at
December 31, 1998.

The two properties in which the Operating Partnership owns an interest and
are accounted for on the equity method of accounting are subject to non-recourse
mortgage indebtedness. At December 31, 1998, the pro rata share of non-recourse
mortgage debt on the unconsolidated properties (accounted for on the equity
method) was $6,195 with a weighted average interest rate of 9.1%.

In October 1997, the Company entered into an agreement with certain clients
advised by Morgan Stanley Asset Management, Inc. ("MSAM"), and Kimco Realty
Corporation ("Kimco") pursuant to which such entities agreed to invest up to an
aggregate of $35,000 in the Operating Partnership through the purchase of up to
1.4 million Series A Convertible Preferred Shares, ("Series A Preferred Share")
issued by the Company at a price of $25.00 per share. The Series A Preferred
Shares are convertible, under certain circumstances, into Common Shares of the
Company at a conversion price of $17.50 per Common Share. An initial investment
of $11,667 was made in October 1997. During 1998, additional investments of
$10,000 and $13,333 were made, completing the total investment of $35,000. The
dividend rate on the Series A Preferred Shares is expected to equal the dividend
rate presently being paid to the Company's common shareholders.

After the closing of this transaction, the MSAM clients are required to
purchase 19.4% of the first $50,000 in a follow-on public offering of the
Company's Common shares at the offering price less the underwriter's fees,
commissions, and discounts per share. Upon consummation of such public offering,
all outstanding Series A Preferred Shares will be exchanged into Common Shares
of the Company, at a conversion price of $17.50 per share, which conversion
price is subject to adjustment in certain circumstances.

The Company's current capital structure includes property specific
mortgages and a construction loan, the unsecured term loan, the Credit Facility,
Series A Preferred Shares, Common Shares and a minority interest in the
Operating Partnership. Minority interest increased to 29.0%, from 26.5% at
December 31, 1997. The increase to minority interest resulted from the 238,965
OP Units issued in conjunction with the earnout calculation for the Jackson
Crossing shopping center, and the issuance of 239,697 OP Units in connection
with the acquisition of Aquia Towne Center. Currently, the minority interest in
the Operating Partnership represents the 29.0% ownership in the Operating
Partnership which may, under certain conditions, be exchanged for approximately
2,952,450 Common Shares.

As of December 31, 1998, OP Units issued are exchangeable for Common Shares
of the Company on a one-for-one basis. The Company, as sole general partner of
the Operating Partnership, has the option to exchange OP Units for cash based on
the current trading price of the Company's Common Shares. Assuming the exchange
of all limited partnership interests in the Operating Partnership, there would
be outstanding approximately 10,170,443 common shares with a market value of
approximately $147,471 at December 31, 1998 (based on the closing price of
$14.50 per share on December 31, 1998).

In July 1998, the Company commenced the construction of its newest
development, White Lake MarketPlace, a 350,000 square foot community shopping
center, located in the metro Detroit area. Management anticipates this $14,000
development will be funded utilizing the construction loan.
23
25

The principal uses of the Company's liquidity and capital resources are for
acquisitions, development, including expansion and renovation programs, and debt
repayment. To maintain its qualification as a real estate investment trust under
the Internal Revenue Code of 1986, as amended (the "Code"), the Company is
required to distribute to its shareholders at least 95% of its "Real Estate
Investment Trust Taxable Income" as defined in the Code.

The Company anticipates that the combination of the availability under the
Credit Facility, potential new borrowings relative to the acquired properties
and development properties, construction loans, the sale of existing properties,
joint ventures, and potential future offering of securities under the shelf
registration statement will provide adequate liquidity for the foreseeable
future to fund future acquisitions, developments, expansions, repositionings,
and to continue its currently planned capital programs and to make distributions
to its shareholders in accordance with the Code's requirements applicable to
REIT's. Although the Company believes that the combination of factors discussed
above will provide sufficient liquidity, no such assurance can be given.

During July 1997 Montgomery Wards, ("Wards"), a tenant at three of the
Company's properties, Tel-Twelve Mall, Clinton Valley Mall and Shoppes of
Lakeland, filed for protection under Chapter 11 of the Bankruptcy Code. The
Company was notified in March 1998 that Wards rejected the lease at the
Company's Clinton Valley Mall. This location consists of a 101,200 square foot
department store and a 7,480 square foot TBA store (Tires, Batteries and
Automotive). On an annual basis, Wards paid, in the aggregate, approximately
$1,000 in base rent and operating and real estate tax expense reimbursement for
the Clinton Valley Mall. The Company has leased 30,900 square feet of the former
department store and rental income is expected to commence during the first
quarter of 1999.

On February 4, 1999, Crowley, Milner and Company, a tenant at the Company's
Tel-Twelve Mall, filed for protection under Chapter 11 of the Bankruptcy Code.
For 1998, Crowley's paid approximately $396 in base rent and operating and real
estate tax expense reimbursement.

YEAR 2000

The Company recognizes that Year 2000 issues may have an impact on its
business, operations and financial condition. The Company has completed an
assessment of its Year 2000 readiness with respect to all of its information
technology ("IT") systems and is currently addressing the reliability and
condition of its non-IT systems. These assessments will continue to be updated
as additional information becomes available and as new concerns are identified.

The significant risks to the Company in the event that Year 2000 issues are
not identified and corrected are that the Company could experience delays or
errors in processing financial and operation information. non-IT system problems
could result in forced closure of certain facilities, which could limit the
efficient operation of the company's properties.

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26

INFLATION

Substantially, all of the leases at the Company's properties provide for
tenants to pay their pro rata share of operating expenses, including common area
maintenance and real estate taxes, thereby reducing the Company's exposure to
increases in operating expenses resulting from inflation. Many of the tenants'
leases contain provisions designed to lessen the impact of inflation. Such
provisions include the ability to receive percentage rentals based on a tenant's
gross sales, which generally increase as prices rise, and or escalation clauses,
which generally increase rental rates during the terms of the leases. In
addition, many of the leases are for terms of less than ten years, which may
enable the Operating Partnership to replace existing leases with new leases at a
higher base and/or percentage rentals if rents of the existing leases are below
the then existing market rate.

FUNDS FROM OPERATIONS

Management generally considers funds from operations ("FFO") to be one
measure of financial performance of an equity REIT. It has been presented to
assist investors in analyzing the performance of the Company and to provide a
relevant basis for comparison to other REITs.

The Company has adopted the most recent National Association of Real Estate
Investment Trusts ("NAREIT") definition of FFO, which was effective on January
1, 1996. Under the NAREIT definition, FFO represents income (loss) before
minority interest (computed in accordance with generally accepted accounting
principles), excluding gains (losses) from debt restructuring and sales of
property, plus real estate related depreciation and amortization (excluding
amortization of financing costs), and after adjustments for unconsolidated
partnerships and joint ventures.

Therefore, FFO does not represent cash generated from operating activities
in accordance with generally accepted accounting principles and should not be
considered an alternative to net income as an indication of the Company's
performance or to cash flows from operating activities as a measure of liquidity
or of the ability to pay distributions. Furthermore, while net income and cash
generated from operating, investing and financing activities determined in
accordance with generally accepted accounting principles consider capital
expenditures which have been and will be incurred in the future, the calculation
of FFO does not.

The following pro forma FFO is presented as if the acquisitions of each
shopping center acquired in 1997, had occurred January 1, 1997.

25
27

The following table illustrates the calculation of actual FFO for the years
ended December 31, 1998 and 1997 and pro forma FFO for the year ended December
31, 1997:

ACTUAL PRO FORMA
------------------ YEAR ENDED
1998 1997 DECEMBER 31, 1997
---- ---- -----------------

Net Income................................................ $ 8,658 $ 9,198 $ 9,211
Add: Depreciation and amortization...................... 12,221 8,236 10,977
Add: Minority interest in partnership................... 3,451 3,344 3,350
------- ------- -------
Funds from operations -- diluted.......................... 24,330 20,778 23,538
Less: Preferred share dividends......................... (1,614) (278) (278)
------- ------- -------
Funds from operations -- basic............................ $22,716 $20,500 $23,260
======= ======= =======
Weighted average equivalent shares outstanding(1)
Basic................................................... 9,991 9,713 9,713
======= ======= =======
Diluted................................................. 10,967 9,905 9,905
======= ======= =======
Supplemental disclosure:
Straight-line rental income............................. $ 2,159 $ 1,627 $ 1,627
======= ======= =======
Amortization of management contracts and covenants not
to compete........................................... $ 494 $ 494 $ 494
======= ======= =======

- -------------------------
(1) For basic, represents the weighted average total shares outstanding,
assuming the redemption of all Operating Partnership Units for Common
Shares. For diluted, represents the weighted average total shares
outstanding, assuming the redemption of all Operating Partnership Units for
Common Shares, the Series A Preferred Shares converted to Common Shares and
the common shares issuable under the treasury stock method upon exercise of
stock options.

CAPITAL EXPENDITURES

During 1998, the Company spent approximately $8,757 on revenue generating
capital expenditures including tenant allowances, leasing commissions paid to
third-party brokers, legal costs relative to lease documents, and capitalized
leasing and construction costs. These types of costs generate a return through
rents from tenants over the term of their leases. Revenue enhancing capital
expenditures, including expansions, renovations or repositionings were
approximately $5,879. Revenue neutral capital expenditures, such as roof and
parking lot repairs, which are anticipated to be recovered from tenants,
amounted to approximately $2,643.

During 1998, the Company spent approximately $44,200 on the acquisition of
the Southbay Fashion Center, Conyers Crossing, Aquia Towne Center and Rivertowne
Square shopping centers.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 130, "Reporting
Comprehensive Income" which establishes standards for reporting and displaying
comprehensive income and its components in a full set of financial statements.
The Statement requires that all items that are required to be recognized under
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. The provisions of this Statement were adopted during 1998
and the adoption of this Statement did not have an impact on the Company's
financial statement presentation.

In June 1997, the FASB issued Statement No. 131, "Disclosures about
Segments of an Enterprise and Related Information" which established standards
for reporting information about operating segments in financial statements. It
also established standards for disclosure about products and services,
geographical areas, and major customers. The Company adopted this statement for
the year ended December 31, 1998.

26
28

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", which establishes accounting and reporting
standards for derivative instruments and hedging activities. It requires that an
entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
Management has not yet evaluated the effects of this change on its financial
position. The Company will adopt SFAS No. 133 as required for its first
quarterly filing of fiscal year 2000.

This Form 10-K contains forward-looking statements with respect to the
operation of certain of the Company's properties. Management of the Company
believes the expectations reflected in the forward-looking statements made in
this document are based on reasonable assumptions. Certain factors could occur
that might cause actual results to vary. These include general economic
conditions, the strength of key industries in the cities in which the Company's
properties are located, the performance of the Company's tenants at the
Company's properties and elsewhere, and other factors discussed in the Company's
report filed with the Securities and Exchange Commission.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

See pages F-1 to F-22, which are included herein.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

27
29

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Incorporated herein by reference to Ramco-Gershenson Properties Trust
definitive proxy statement to be filed with the Securities and Exchange
Commission within 120 days after the year covered by this Annual Report on Form
10-K with respect to its Annual Meeting of Shareholders to be held on June 9,
1999.

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

28
30

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS

(a)(1) Financial Statements

See pages F-1 to F-22, which are included herein.

(a)(3) Exhibits

3.1 Amended and Restated Declaration of Trust of the Company,
dated October 2, 1997, incorporated by reference to Exhibit
3.1 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1997.
3.2 Articles Supplementary to Amended and Restated Declaration
of Trust, dated October 2, 1997, incorporated by reference
to Exhibit 3.2 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997.
3.3 By-Laws of the Company adopted October 2, 1997, incorporated
by reference to Exhibit 3.3 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1997.
3.4 Rights Agreement dated as of December 6, 1989 between the
Company and American Stock Transfer & Trust Company,
incorporated by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A, File No. 1-10093, for
the registration of Share Purchase Rights.
10.1 Pledge Agreement, dated as of May 10, 1996, among the
Company, Dennis Gershenson, Joel Gershenson, Bruce
Gershenson, Richard Gershenson, Michael A. Ward, Michael A.
Ward U/T/A dated 2/22/88, as amended, and the holders of
interest in Ramco-Gershenson Properties, L.P., a Delaware
limited partnership, incorporated by reference to Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 1996.
10.2 Registration Rights Agreement, dated as of May 10, 1996,
among the Company, Dennis Gershenson, Joel Gershenson, Bruce
Gershenson, Richard Gershenson, Michael A. Ward, Michael A.
Ward U/T/A dated 2/22/88, as amended, and each of the
Persons set forth on Exhibit A attached thereto,
incorporated by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the period ended June 30,
1996.
10.3 Exchange Rights Agreement, dated as of May 10, 1996, by and
among the Company and each of the Persons whose names are
set forth on Exhibit A attached thereto, incorporated by
reference to Exhibit 10.3 to the Company's Quarterly Report
on Form 10-Q for the period ended June 30, 1996.
10.4 1996 Share Option Plan of the Company, incorporated by
reference to Exhibit 10.4 to the Company's Quarterly Report
on Form 10-Q for the period ended June 30, 1996.
10.5 Letter Agreement, dated May 10, 1996, among the Persons and
Entities party to the Amended and Restated Master Agreement,
dated as of December 27, 1995, as amended, incorporated by
reference to Exhibit 10.5 to the Company's Quarterly Report
on Form 10-Q for the period ended June 30, 1996.
10.6 Promissory Note payable by Atlantic Realty Trust in favor of
the Company in the principal face amount of $5,500,000 due
November 9, 1997, incorporated by reference to Exhibit 10.6
to the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 1996.
10.7 Letter Agreement, dated as of May 10, 1996, by and between
Atlantic Realty Trust ("Atlantic") and the Company
concerning the assumption of certain liabilities by
Atlantic, incorporated by reference to Exhibit 10.7 to the
Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1996.

29
31

10.8 Employment Agreement, dated as of May 10, 1996, between the Company and Joel Gershenson, incorporated by
reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the period ended June 30,
1996.

10.9 Employment Agreement, dated as of May 10, 1996, between the Company and Dennis Gershenson, incorporated by
reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the period ended June 30,
1996.

10.10 Employment Agreement, dated as of May 10, 1996, between the Company and Michael A. Ward, incorporated by
reference to Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q for the period ended June 30,
1996.

10.11 Employment Agreement, dated May 10, 1996, between the Company and Richard Gershenson, incorporated by
reference to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q for the period ended June 30,
1996.

10.12 Employment Agreement, dated as of May 10, 1996, between the Company and Bruce Gershenson, incorporated by
reference to Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q for the period ended June 30,
1996.

10.13 Noncompetition Agreement, dated as of May 10, 1996, between Joel Gershenson and the Company, incorporated
by reference to Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q for the period ended June 30,
1996.

10.14 Noncompetition Agreement, dated as of May 10, 1996, between Dennis Gershenson and the Company,
incorporated by reference to Exhibit 10.14 to the Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1996.

10.15 Noncompetition Agreement, dated as of May 10, 1996, between Michael A. Ward and the Company, incorporated
by reference to Exhibit 10.15 to the Company's Quarterly Report on Form 10-Q for the period ended June 30,
1996.

10.16 Noncompetition Agreement, dated as of May 10, 1996, between Richard Gershenson and the Company,
incorporated by reference to Exhibit 10.16 to the Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1996.

10.17 Noncompetition Agreement, dated as of May 10, 1996, between Bruce Gershenson and the Company, incorporated
by reference to Exhibit 10.17 to the Company's Quarterly Report on Form 10-Q for the period ended June 30,
1996.

10.18 Letter Agreement, dated April 15, 1996, among the Company and Richard Smith concerning Mr. Smith's
employment by the Company, incorporated by reference to Exhibit 10.18 to the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 1996.

10.19 Loan Agreement dated May 1, 1996 by and between Ramco-Gershenson Properties, L.P. and The Lincoln National
Life Insurance Company relating to a $77,585,524.73 loan, incorporated by reference to Exhibit 10.22 to
the Company's Annual Report on Form 10-K for the year ended December 31, 1996.

10.20 Note dated May 1, 1996 in the aggregate principal amount of $77,585,524.73 made by Ramco-Gershenson
Properties L.P. in favor of The Lincoln National Life Insurance Company, incorporated by reference to
Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996.

10.21 Loan Agreement dated May 1, 1996 by and between Ramco-Gershenson Properties, L.P. and The Lincoln National
Life Insurance Company relating to a $4,346,778.73 loan, incorporated by reference to Exhibit 10.24 to the
Company's Annual Report on Form 10-K for the year ended December 31, 1996.

10.22 Note dated May 1, 1996 in the aggregate principal amount of $4,346,778.73 made by Ramco-Gershenson
Properties, L.P., in favor of The Lincoln National Life Insurance Company, incorporated by reference to
Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996.

30
32

10.23 Preferred Units and Stock Purchase Agreement dated as of September 30, 1997 by and among the
Company, Special Situations RG REIT, Inc., and the Advancing Party named therein,
incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for
the period ended September 30, 1997.

10.24 Agreement Regarding Exercise of Registration Rights dated as of September 30, 1997 among the
Company, the Ramco Principals (as defined therein), the Other Holders (as defined therein),
Special Situations RG REIT, Inc., and the Advancing Party, incorporated by reference to
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended September
30, 1997.

10.25 Registration Rights Agreement dated as of September 30, 1997 by and among the Company,
Special Situations RG REIT, Inc., and the Advancing Party named therein, incorporated by
reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1997.

10.26 Second Amended and Restated Master Revolving Credit Agreement dated as of October 30, 1997
among Ramco-Gershenson Properties, L.P., as Borrower, the Company, as Guarantor, and
BankBoston, N.A., and the other Banks which may become parties to the loan agreement, and
BankBoston, N.A., as Agent, incorporated by reference to Exhibit 10.4 to the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1997.

10.27 Second Amended and Restated Note dated October 30, 1997 in the principal amount of
$160,000,000 made by Ramco-Gershenson Properties, L.P. in favor of BankBoston, N.A.,
incorporated by reference to Exhibit to 10.5 to the Company's Quarterly Report on Form 10-Q
for the period ended September 30, 1997.

10.28 Amended and Restated Unconditional Guaranty of Payment and Performance dated as of October
30, 1997 by the Company in favor of BankBoston, N.A., incorporated by reference to Exhibit
10.6 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997.

10.29 Unsecured Term Loan Agreement dated as of October 30, 1997 among Ramco-Gershenson
Properties, L.P., as Borrower, the Company, as Guarantor, BankBoston, N.A., the other Banks
which may become parties to the agreement, and BankBoston, N.A., as Agent, incorporated by
reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1997.

10.30 Note dated as of October 30, 1997 in the principal amount of $45,000,000 made by Ramco-
Gershenson Properties, L.P. in favor of BankBoston, N.A., incorporated by reference to
Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the period ended September
30, 1997.

10.31 Unconditional Guaranty of Payment and Performance dated as of October 30, 1997 by the
Company in favor of BankBoston, N.A., incorporated by reference to Exhibit 10.9 to the
Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997.

10.32 Form of Contract of Sale dated July 7, 1997 relating to the acquisition of the Southeast
Portfolio (Form #1), incorporated by reference to Exhibit 10.10 to the Company's Quarterly
Report on Form 10-Q for the period ended September 30, 1997.

10.33 Form of Contract of Sale dated July 7, 1997 relating to the acquisition of the Southeast
Portfolio (Form #2), incorporated by reference to Exhibit 10.11 to the Company's Quarterly
Report on Form 10-Q for the period ended September 30, 1997.

10.34 Form of Contract of Sale dated July 7, 1997 relating to the acquisition of the Southeast
Portfolio (Form #3), incorporated by reference to Exhibit 10.12 to the Company's Quarterly
Report on Form 1O-Q for the period ended September 30, 1997.

31
33

10.35 Agreement dated July 7, 1997 by and between Seller (as defined therein) and Ramco-Gershenson
Properties, L.P., which agreement amends certain Contracts of Sale relating to the Acquisition of
the Southeast Portfolio, incorporated by reference to Exhibit 10.13 to the Company's Quarterly
Report on Form 10-Q or the period ended September 30, 1997.

10.36 Loan Agreement dated as of November 26, 1997 between Ramco Properties Associates Limited
Partnership and Secore Financial Corporation relating to a $50,000,000 loan, incorporated by
reference to Exhibit 10.36 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997.

10.37 Promissory Note dated November 26, 1997 in the aggregate principal amount of $50,000,000 made by
Ramco Properties Associates Limited Partnership in favor of Secore Financial Corporation,
incorporated by reference to Exhibit 10.37 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1997.

10.38 Loan Agreement dated December 17, 1997 by and between Ramco-Gershenson Properties, L.P. and The
Lincoln National Life Insurance Company relating to a $8,500,000 loan, incorporated by reference
to Exhibit 10.38 to the Company's Annual Report on Form 10-K for the year ended December 31,
1997.

10.39 Note dated December 17, 1997 in the aggregate principal amount of $8,500,000 made by Ramco-
Gershenson Properties, L.P. in favor of The Lincoln National Life Insurance Company, incorporated
by reference to Exhibit 10.39 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997.

10.40 1997 Non-Employee Trustee Stock Option Plan of the Company, incorporated by reference to Exhibit
10.40 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997.

10.41 Change of Venue Merger Agreement dated as of October 2, 1997 between the Company (formed known as
RGPT Trust, a Maryland real estate investment trust), and Ramco-Gershenson Properties Trust, a
Massachusetts business trust, incorporated by reference to Exhibit 10.41 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1997.

10.42 Promissory Note dated as of February 27, 1998 in the principal face amount of $15,225,000.00 made
by A.T.C., L.L.C. in favor of GMAC Commercial Mortgage Corporation, incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30,
1998.

10.43 Deed of Trust and Security Agreement dated as of February 27, 1998 by A.T.C., L.L.C. to Lawyers
Title Insurance Company for the benefit of GMAC Commercial Mortgage Corporation relating to a
$15,225,000.00 loan, incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report
on Form 10-Q for the period ended September 30, 1998.

10.44 Assignment and Assumption Agreement dated as of October 8, 1998 among A.T.C., L.L.C., Ramco
Virginia Properties, L.L.C., A.T. Center, Inc., Ramco-Gershenson Properties Trust and LaSalle
National Bank, as trustee for the registered holders of GMAC Commercial Mortgage Securities, Inc.
Mortgage Pass-Through Certificates, incorporated by reference to Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 1998.

10.45 Exchange Rights Agreement dated as of September 4, 1998 between Ramco-Gershenson Properties
Trust, and A.T.C., L.L.C, incorporated by reference to Exhibit 10.4 to the Company's Quarterly
Report on Form 10-Q for the period ended September 30, 1998.

10.46 Loan Agreement dated December 22, 1998 between Ramco-Gershenson Properties, L.P. and NBD Bank
relating to a $14,000,000 loan.

10.47 Construction Note dated as of December 22, 1998 in the principal face amount of $14,000,000 made
by Ramco-Gershenson Properties, L.P. in favor of NBD Bank.

32
34

21.1 Subsidiaries.
23.1 Consent of Deloitte & Touche LLP.
27.1 Financial Data Schedule.

33
35

SIGNATURES

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

Ramco-Gershenson Properties Trust

Dated: March 18, 1999 By: /s/ JOEL D. GERSHENSON
------------------------------------------------
Joel D. Gershenson,
Chairman

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

Dated: March 18, 1999 By: /s/ JOEL D. GERSHENSON
----------------------------------------------------
Joel D. Gershenson,
Trustee and Chairman

Dated: March 18, 1999 By: /s/ DENNIS E. GERSHENSON
----------------------------------------------------
Dennis E. Gershenson,
Trustee and President
(Principal Executive Officer)

Dated: March 18, 1999 By: /s/ STEPHEN R. BLANK
----------------------------------------------------
Stephen R. Blank,
Trustee

Dated: By:
----------------------------------------------------
Arthur H. Goldberg,
Trustee

Dated: March 18, 1999 By: /s/ HERBERT LIECHTUNG
----------------------------------------------------
Herbert Liechtung,
Trustee

Dated: March 18, 1999 By: /s/ ROBERT A. MEISTER
----------------------------------------------------
Robert A. Meister,
Trustee

Dated: March 18, 1999 By: /s/ JOEL M. PASHCOW
----------------------------------------------------
Joel M. Pashcow,
Trustee

Dated: March 18, 1999 By: /s/ MARK K. ROSENFELD
----------------------------------------------------
Mark K. Rosenfeld,
Trustee

Dated: March 18, 1999 By: /s/ SELWYN ISAKOW
----------------------------------------------------
Selwyn Isakow,
Trustee

Dated: March 18, 1999 By: /s/ RICHARD J. SMITH
----------------------------------------------------
Richard J. Smith,
Chief Financial Officer
(Principal Financial and Accounting Officer)

34
36

RAMCO-GERSHENSON PROPERTIES TRUST

INDEPENDENT AUDITORS' REPORT

To the Board of Trustees of
Ramco-Gershenson Properties Trust:

We have audited the accompanying consolidated balance sheets of
Ramco-Gershenson Properties Trust and subsidiaries as of December 31, 1998 and
1997, and the related consolidated statements of income, shareholders' equity
and cash flows for each of the three years in the period ended December 31,
1998. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Ramco-Gershenson Properties
Trust and subsidiaries as of December 31, 1998 and 1997, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1998 in conformity with generally accepted accounting
principles.

Deloitte & Touche LLP
Detroit, Michigan
February 16, 1999

F-1
37

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998 AND 1997

1998 1997
---- ----
(IN THOUSANDS)

ASSETS
Investment in real estate -- net (Notes 3, 5 and 16)........ $509,844 $458,294
Cash and cash equivalents................................... 4,550 5,033
Accounts receivable -- net.................................. 9,864 6,035
Equity investments in and advances to unconsolidated
entities (Note 7)......................................... 5,896 6,421
Other assets -- net (Note 4)................................ 14,250 8,899
-------- --------
TOTAL ASSETS........................................... $544,404 $484,682
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgages and notes payable (Note 5)........................ $328,248 $295,618
Distributions payable....................................... 5,244 4,348
Accounts payable and accrued expenses....................... 15,235 13,145
Due to related entities (Note 1)............................ -- 1,325
-------- --------
Total Liabilities...................................... 348,727 314,436
Minority Interest........................................... 48,535 42,282
Commitments and Contingencies (Note 9)...................... -- --
SHAREHOLDERS' EQUITY
Preferred Shares, par value $.01, 10,000 shares
authorized; 1,400 and 467 Series A convertible shares
issued and outstanding, respectively, liquidation
values of $35,000 and $11,666, respectively............ 33,829 11,147
Common Shares of Beneficial Interest, par value, $.01,
30,000 shares authorized; 7,218 and 7,123 issued and
outstanding, respectively.............................. 72 71
Additional paid-in capital................................ 151,973 150,513
Cumulative distributions in excess of net income.......... (38,732) (33,767)
-------- --------
Total Shareholders' Equity.................................. 147,142 127,964
-------- --------
Total Liabilities and Shareholders' Equity............. $544,404 $484,682
======== ========

See notes to consolidated financial statements.

F-2
38

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

1998 1997 1996(*)
------- ------- -------
(IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS)

REVENUES
Minimum rents............................................. $54,859 $39,035 $23,713
Percentage rents.......................................... 1,538 1,467 1,190
Recoveries from tenants................................... 19,600 17,990 12,695
Interest and other income................................. 758 752 2,915
------- ------- -------
Total revenues.................................... 76,755 59,244 40,513
------- ------- -------
EXPENSES
Real estate taxes......................................... 7,354 6,230 4,643
Recoverable operating expenses............................ 12,763 11,462 8,230
Depreciation and amortization............................. 12,189 8,216 4,798
Other operating........................................... 809 974 791
General and administrative................................ 5,831 4,753 4,683
Interest expense.......................................... 25,396 14,753 6,725
Spin-off and other expenses (Note 1)...................... -- -- 7,976
------- ------- -------
Total expenses.................................... 64,342 46,388 37,846
------- ------- -------
Operating income............................................ 12,413 12,856 2,667
Loss from unconsolidated entities (Note 7).................. 304 314 216
------- ------- -------
Income before minority interest............................. 12,109 12,542 2,451
Minority interest........................................... 3,451 3,344 2,159
------- ------- -------
Net income.................................................. 8,658 9,198 292
Preferred stock dividends................................... 1,614 278 --
------- ------- -------
Net income available to common shareholders................. $ 7,044 $ 8,920 $ 292
======= ======= =======
Basic earnings per share (Note 8)........................... $0.99 $1.25 $0.04
======= ======= =======
Diluted earnings per share (Note 8)......................... $0.98 $1.25 $0.04
======= ======= =======
Weighted average shares outstanding:
Basic..................................................... 7,133 7,123 7,123
======= ======= =======
Diluted................................................... 7,165 7,148 7,123
======= ======= =======

- -------------------------
(*) The 1996 historical results consist of the operations of RPS Realty Trust
prior to the Spin-Off Transaction and the Ramco Acquisition, which was
effective on May 1, 1996 (Note 1).

See notes to consolidated financial statements.

F-3
39

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

COMMON ADDITIONAL CUMULATIVE TOTAL
PREFERRED STOCK PAID-IN EARNINGS/ SHAREHOLDERS'
STOCK PAR VALUE CAPITAL DISTRIBUTION EQUITY
--------- --------- ---------- ------------ -------------
(IN THOUSANDS)

BALANCE, JANUARY 1, 1996................. $712 $197,061 $(20,753) $177,020
Assets transferred in Spin-Off
Transaction......................... (45,483) (45,483)
Minority interests' equity............. (1,706) (1,706)
Cash distributions declared............ (10,258) (10,258)
Net income............................. 292 292
------- ---- -------- -------- --------
BALANCE, DECEMBER 31, 1996............... 712 149,872 (30,719) 119,865
Cash distributions declared............ (11,968) (11,968)
Conversion to $.01 par value Common
Shares.............................. (641) 641 -- --
Series A Preferred Shares issuance (467
Shares)............................. $11,147 11,147
Preferred Shares dividends declared.... (278) (278)
Net income............................. 9,198 9,198
------- ---- -------- -------- --------
BALANCE, DECEMBER 31, 1997............... 11,147 71 150,513 (33,767) 127,964
Cash distributions declared............ (12,009) (12,009)
Conversion of Operating Partnership
Units to Common Shares (95
Shares)............................. 1 1,450 1,451
Stock options exercised................ 10 10
Series A Preferred Shares issuance (933
Shares)............................. 22,682 22,682
Preferred Shares dividends declared.... (1,614) (1,614)
Net Income............................. 8,658 8,658
------- ---- -------- -------- --------
BALANCE, DECEMBER 31, 1998............... $33,829 $ 72 $151,973 $(38,732) $147,142
======= ==== ======== ======== ========

See notes to consolidated financial statements.

F-4
40

RAMCO-GERSHENSON PROPERTIES TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

1998 1997 1996(*)
---- ---- -------
(IN THOUSANDS)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income................................................ $ 8,658 $ 9,198 $ 292
Adjustments to reconcile net income to net cash flows
provided by operating activities:
Depreciation and amortization........................... 12,189 8,216 4,705
Amortization of deferred financing costs................ 1,102 335 93
Loss from unconsolidated entities....................... 304 314 216
Minority Interest....................................... 3,451 3,344 2,159
Provision for possible loan losses...................... -- -- 129
Write-off of deferred acquisition expenses.............. -- -- 2,154
Loss on disposal of REMIC's............................. -- -- 91
Changes in operating assets and liabilities:
Interest and accounts receivable...................... (3,829) (2,134) (2,987)
Other assets.......................................... (7,171) (4,907) (1,431)
Transaction advances.................................. -- -- 2,471
Accounts payable and accrued expenses................. 2,090 2,660 7,603
-------- -------- --------
Cash Flows Provided By Operating Activities................. 16,794 17,026 15,495
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Real estate acquired...................................... (38,501) (152,492) (41,727)
Distributions received from unconsolidated entity......... 106 -- --
Proceeds from (advances to) unconsolidated entities....... 115 (691) (773)
Satisfaction of mortgage loans receivable................. -- -- 3,468
Amortization of REMICs.................................... -- -- 1,100
Proceeds from REMICs...................................... -- -- 56,908
-------- -------- --------
Cash Flow (Used In) Provided By Investing Activities........ (38,280) (153,183) 18,976
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to shareholders........................ (11,970) (11,967) (9,545)
Cash distributions to operating partnership unit
holders................................................. (4,414) (4,389) (1,860)
Cash dividends paid on preferred Shares................... (1,186) -- --
Principal repayments on credit facility................... (7,400) (58,594) --
Principal repayment on mortgage debt...................... (4,829) (1,915) (74,852)
Net advances (proceeds) from affiliated entities.......... (1,325) 272 2,625
Payments of deferred financing costs...................... (504) (2,335) (471)
Purchase of operating partnership units................... -- (1,417) --
Borrowings on debt........................................ 29,689 206,847 41,706
Net proceeds from preferred shares........................ 22,682 11,147 --
Refund of deferred financing costs........................ 250 -- --
Proceeds from exercise of stock options................... 10 -- --
-------- -------- --------
Cash Flows Provided By (Used In) Financing Activities....... 21,003 137,649 (42,397)
-------- -------- --------
Net (Decrease) Increase in Cash and Cash Equivalents........ (483) 1,492 (7,926)
Cash and Cash Equivalents, Beginning of Period.............. 5,033 3,541 11,467
-------- -------- --------
Cash and Cash Equivalents, End of Period.................... $ 4,550 $ 5,033 $ 3,541
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash Paid for Interest During the Period.................. $ 24,469 $ 13,358 $ 6,100
======== ======== ========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCIAL
ACTIVITIES:
Spin-off of net assets to Atlantic........................ $ 45,483
Acquisition of Ramco and other property acquisitions:
Debt assumed............................................ $ 15,170 $ 5,867 176,478
Value of OP units assumed............................... 43,835
Value of OP units issued:
Purchase of Aquia Towne Center........................ 5,273
Jackson earnout....................................... 3,823
Conversion of OP units into shares...................... 1,451
Other liabilities assumed............................... 1,600

See notes to consolidated financial statements.

F-5
41

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(DOLLARS IN THOUSANDS)

1. RAMCO ACQUISITION AND SPIN-OFF TRANSACTION

Effective May 1, 1996, RPS Realty Trust, completed the acquisition of
substantially all of the shopping center and retail properties, as well as the
management organization and business operations of Ramco-Gershenson, Inc. and
its affiliates (the "Ramco Acquisition") and the spin-off of its wholly owned
subsidiary, Atlantic Realty Trust ("Atlantic"), a Maryland real estate
investment trust. In connection with the Ramco Acquisition, RPS Realty Trust's
name was changed to Ramco-Gershenson Properties Trust and a one-for-four reverse
stock split was effectuated as of the close of business on May 1, 1996.
Ramco-Gershenson Properties Trust is referred to herein as the "Company".

Concurrent with the Ramco Acquisition, the former owners of the Ramco
Properties (as defined below) and the shareholders of Ramco-Gershenson, Inc.
("Ramco") (collectively, the "Ramco Group") transferred to Ramco-Gershenson
Properties, L.P. (the "Operating Partnership") (i) their interests in 20
shopping center and retail properties (the "Ramco Properties") containing an
aggregate of approximately 4,826,000 square feet of total gross leasable area
("GLA"), of which approximately 3,520,000 square feet was owned by the Operating
Partnership, and the balance is owned by certain anchor tenants, (ii) 100% of
the non-voting common stock and 5% of the voting common stock in Ramco
(representing in excess of a 95% economic interest in Ramco), (iii) 50% general
partner interests in two partnerships which each own a shopping center, (iv)
rights in and/or options to acquire certain development land, (v) options to
acquire the Ramco Group's interest in six shopping center properties and (vi)
five outparcels.

In return for these transfers, the Ramco Group received 2,377,492 Units
("Units") of the Operating Partnership (representing an approximate 25% limited
partnership interest in the Operating Partnership). The Acquisition was
accounted for using the purchase method. The purchase price was allocated to the
assets acquired and liabilities assumed based upon their estimated fair market
value. Units, which are convertible into common shares of beneficial interest in
the Company, as described below, were valued at approximately $16.50 per Unit
representing the average trading price of the Company's shares immediately
preceding and following the Ramco Acquisition. In addition, the Ramco Group
received 279,181 Units as a partial earnout relative to Jackson Crossing
Shopping Center. In December 1998, the Company's Board of Trustees approved the
issuance of an additional 238,965 Units as a result of achieving certain leasing
objectives related to the Jackson Crossing earnout. The Units, with a value of
$3,823,000, increased the Ramco Group's aggregate interest to approximately 29%
in the Operating Partnership. In connection with the transfer of the Ramco
Properties, the Company assumed approximately $176,556 of secured indebtedness
on the Ramco Properties. Subject to certain limitations, the interests in the
Operating Partnership are exchangeable into common shares of the Company on a
one-for-one basis.

Pursuant to the Ramco Acquisition, the Company transferred to the Operating
Partnership six properties containing an aggregate of approximately 931,000
square feet of GLA and $68,000 in cash in exchange for 7,123,105 Units of the
Operating Partnership.

The transfer of the Company's net assets in exchange for Units was
accounted for as a reorganization of entities under common control. As such,
these assets and liabilities were transferred and accounted for at historical
cost in a manner similar to that of a pooling of interests.

Concurrently with the closing of the Ramco Acquisition, the Company's
former mortgage loan portfolio as well as certain of its former real estate
assets were transferred to Atlantic and the shares of Atlantic were distributed
to the Company's shareholders.

F-6
42
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

For the year ended December 31, 1996 non-recurring expenses, including
expenses related to the spin-off of Atlantic, have been charged to operations as
follows:

Severance and other termination costs....................... $4,672
Directors and officers insurance............................ 1,150
Write-off of deferred acquisition expense................... 2,154
------
$7,976
======

In connection with the Ramco Acquisition, the due to related entities of
$1,325 at December 31, 1997, represents unreimbursed development costs of $565
and funds collected on behalf of the Ramco Group relating to receivables prior
to the closing of $760. These amounts were paid in December 1998.

In December 1997, with the approval of its shareholders, the Company
changed its state of organization from Massachusetts to Maryland by means of a
merger of the Massachusetts Trust into the Company and the conversion of each
outstanding share of beneficial interest in the Trust into a common share of
beneficial interest of the surviving Company. The par value of the common shares
was reduced from $.10 per share in 1996 to $.01 per share in 1997.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements for
the year ended December 31, 1998, and 1997 include the accounts of the Company
and its majority owned subsidiary, the Operating Partnership (70.9% owned by the
Company at December 31, 1998) and its wholly owned subsidiary, Ramco Properties
Associates Limited Partnership, a financing subsidiary. All significant
intercompany accounts and transactions have been eliminated in consolidation.

The consolidated financial statements of the Company include the effects of
the Ramco Acquisition and the spin-off of Atlantic as well as the operations of
the Operating Partnership commencing May 1, 1996.

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

REVENUE RECOGNITION -- Shopping center space is generally leased to retail
tenants under leases which are accounted for as operating leases. Minimum rents
are recognized on the straight-line method over the terms of the leases.
Percentage rent is accrued when the tenants' specified sales targets have been
met or achievement of the sales targets is probable. The effect on 1998 income
of recognizing percentage rent only after specified sales targets have been
achieved rather than the Company's method of recognition is immaterial. The
leases also typically provide for tenant recoveries of common area maintenance,
real estate taxes and other operating expenses. These recoveries are recognized
as revenue in the period the applicable costs are incurred.

An allowance for doubtful accounts has been provided against the portion of
tenant accounts receivable which is estimated to be uncollectible. Accounts
receivable in the accompanying balance sheet is shown net of an allowance for
doubtful accounts of approximately $1,298 and $910 as of December 31, 1998 and
1997, respectively.

CASH AND CASH EQUIVALENTS -- The Company considers all highly liquid
investments with an original maturity of three months or less to be cash and
cash equivalents.

INCOME TAX STATUS -- The Company conducts its operations with the intent of
meeting the requirements applicable to a real estate investment trust ("REIT")
under Sections 856 through 860 of the Internal Revenue

F-7
43
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Code of 1986 as amended (the "Code"). In order to maintain qualification as a
real estate investment trust, the REIT is required to distribute at least 95% of
its taxable income to shareholders and meet certain other asset and income tests
as well as other requirements. As a real estate investment trust, the REIT will
generally not be liable for federal corporate income taxes. Thus, no provision
for federal income taxes has been included in the accompanying financial
statements (Note 9).

REAL ESTATE -- Real estate assets are stated at the lower of cost or net
realizable value. Costs incurred for the acquisition, development, construction,
and improvement of properties are capitalized, including direct costs incurred
by Ramco. Depreciation is computed using the straight-line method over estimated
useful lives. Expenditures for improvements and construction allowances paid to
tenants are capitalized and amortized over the remaining life of the initial
terms of each lease. Maintenance and repairs are charged to expense when
incurred.

Real estate assets are reviewed periodically for impairment whenever events
or changes in circumstances indicate that the carrying value of the asset may
not be recoverable. To the extent an impairment has occurred, the excess of
carrying value over its estimated net realizable value will be charged to
income.

INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED ENTITIES -- Consist of 50%
general partner interests in Kentwood Town Center ("Kentwood") and the
Southfield Plaza Expansion ("Southfield Plaza") and the Company's 100% interest
in the non-voting and 5% interest in the voting common stock of Ramco. These
investments are not unilaterally controlled and are therefore accounted for on
the equity method.

OTHER ASSETS -- Consist primarily of prepaid expenses, proposed development
and acquisition costs, and deferred financing and leasing costs which are
amortized using the straight-line method over the terms of the respective
agreements.

DERIVATIVE FINANCIAL INSTRUMENTS -- In managing interest rate exposure on
certain floating rate debt, the Company at times enters into interest rate
protection agreements. When interest rates change, the differential to be paid
or received is accrued to interest expense and is recognized over the life of
the agreements. The costs of these transactions are deferred and amortized over
the contract period. The amortized costs of these transactions and interest
income and interest expense on these interest rate protection agreements are
included in interest expense.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS -- In June 1997, the Financial
Accounting Standards Board (FASB) issued Statement of Financial Accounting
Standard (SFAS) No. 130, "Reporting Comprehensive Income" which establishes
standards for reporting and displaying comprehensive income and its components
in a full set of financial statements. The Statement requires that all items
that are required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. The provisions of this
Statement were adopted during 1998 and the adoption of this Statement did not
have an impact on the Company's financial statement presentation.

In 1997, the FASB issued Statement No. 131, "Disclosures about Segments of
an Enterprise and Related Information" which established standards for reporting
information about operating segments in financial statements. It also
established standards for disclosure about products and services, geographical
areas, and major customers. The Company adopted this statement for the year
ended December 31, 1998 (Note 15).

F-8
44
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

3. REAL ESTATE

Investment in real estate consists of the following:

DECEMBER 31,
--------------------
1998 1997
---- ----

Land..................................................... $ 64,433 $ 57,075
Buildings and improvements............................... 464,216 414,115
Construction in progress................................. 7,331 2,023
-------- --------
535,980 473,213
Less: accumulated depreciation........................... (26,136) (14,919)
-------- --------
Investment in real estate -- net......................... $509,844 $458,294
======== ========

REAL ESTATE ACQUISITIONS

The Company has made the following property acquisitions (the "Property
Acquisitions") during the years ended December 31, 1998 and 1997 and the
consolidated financial statements include the effects of the Property
Acquisitions commencing with the date of acquisition. All acquisitions have been
accounted for using the purchase method of accounting. The purchase prices were
allocated to the assets acquired and liabilities assumed based upon their
estimated fair market value.

ACQUISITION DATE PROPERTY NAME PROPERTY LOCATION PURCHASE PRICE
- ---------------- ------------- ----------------- --------------

May 1997 Madison Center Madison Heights, Michigan $ 7,400
July 1997 Pelican Plaza Sarasota, Florida 7,200
Southeastern United
October 1997 Southeast Portfolio States 124,500
December 1997 Village Lakes Land O' Lakes, Florida 8,600
May 1998 Southbay Fashion Center Sarasota, Florida 6,000
September 1998 Conyers Crossing Conyers, Georgia 7,500
September 1998 Aquia Towne Center Stafford, Virginia 22,000
November 1998 Rivertowne Square Deerfield Beach, Florida 8,700

4. OTHER ASSETS

Other assets at December 31 are as follows:

1998 1997
---- ----

Leasing costs............................................... $ 6,893 $4,603
Prepaid expenses and other.................................. 3,426 1,242
Deferred financing costs.................................... 3,059 2,806
Proposed development and acquisition costs.................. 3,911 1,214
------- ------
17,289 9,865
Less: accumulated amortization.............................. (3,039) (966)
------- ------
Other assets -- net....................................... $14,250 $8,899
======= ======

F-9
45
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. MORTGAGES AND NOTES PAYABLE

Mortgages and notes payable consist of the following:

DECEMBER 31,
--------------------
1998 1997
---- ----

Fixed rate mortgages with interest rates ranging from 6.83%
to 8.28% due at various dates through 2008................ $172,371 $162,030
Floating rate mortgages at 75% of the rate of long-term
Capital A rated utility bonds, due January 1, 2010, plus
supplemental interest to equal LIBOR plus 200 basis
points. The effective rate at December 31, 1998 and 1997
was 7.49% and 7.33%, respectively......................... 7,000 7,000
Construction loan financing, with an interest rate at LIBOR
plus 185 basis points due June 2002. The effective rate at
December 31, 1998 was 7.10%. Maximum borrowings of
$14,000................................................... 5,889
Unsecured term loan, due October 1, 2000. The effective rate
at December 31, 1998 and 1997 was 9.06% and 8.75%
respectively.............................................. 45,000 45,000
Credit Facility, due October 2000, maximum available
borrowings of $110,000. The effective rate at December 31,
1998 and 1997, was 7.35% and 7.66%, respectively.......... 97,988 81,588
-------- --------
$328,248 $295,618
======== ========

The mortgage notes and construction loan are secured by mortgages on
properties that have an approximate net book value of $306,444 as of December
31, 1998. The Credit Facility is secured by mortgages on various properties that
have an approximate net book value of $181,415 as of December 31, 1998.

At December 31, 1998, $110,000 of the Credit Facility was available for
borrowing, of which $97,988 was outstanding. The interest rate payable under the
Credit Facility and the unsecured term loan is between 137.5 and 162.5 basis
points over LIBOR, and between 250 and 275 basis points over LIBOR,
respectively, depending on certain debt ratios set forth in the agreements. In
January 1999, the Company exercised its option to extend the maturity dates of
the Credit Facility and the unsecured term loan to October 2000. At December 31,
1998, outstanding letters of credit issued under the Credit Facility, not
reflected in the accompanying consolidated balance sheet, total approximately
$835.

The Credit Facility and the unsecured term loan contain financial covenants
relating to loan to asset value, minimum operating coverage ratios, and a
minimum equity value. As of December 31, 1998 the Company was in compliance with
the covenant terms.

During August 1998, the Company executed an interest rate swap agreement to
limit the Company's exposure to increases in interest rates on its floating rate
debt. The notional amount of the agreement was $75,000. Based on rates currently
in effect under the Company's Credit Facility, the agreement provides for a
fixed rate of 7.425% through October 2000. In conjunction with this agreement,
the Company terminated, at no cost, the two interest rate collar agreements
previously in place. These terminated agreements consisted of a $75,000
agreement through May 1, 1999 which had a cap at 8.375% and a floor of 7.125%,
and a $50,000 agreement for the period May 1999 to October 2000 which had a cap
at 8.375% and a floor of 7.225%. The Company is exposed to credit loss in the
event of non-performance by the other parties to the interest rate swap
agreement, however, the Company does not anticipate non-performance by the
counter party.

F-10
46
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

During December 1998, the Company entered into a $14,000 construction loan
agreement to provide funds for the White Lake Marketplace development. The
construction loan bears interest at 185 basis points over LIBOR. The
construction loan matures in June 2000 and may be converted to a permanent
mortgage loan, which matures June 2002.

The following table presents scheduled principal payments on mortgages and
notes payable as of December 31, 1998:

Year end December 31,
1999...................................................... $ 3,112
2000...................................................... 151,427
2001...................................................... 3,464
2002...................................................... 9,008
2003...................................................... 3,654
Thereafter................................................ 157,583
--------
Total..................................................... $328,248
========

6. LEASES

Approximate future minimum rentals under noncancelable operating leases in
effect at December 31, 1998, assuming no new or renegotiated leases nor option
extensions on lease agreements, are as follows:

Year ended December 31,
1999...................................................... $ 55,988
2000...................................................... 51,993
2001...................................................... 46,637
2002...................................................... 42,121
2003...................................................... 37,235
Thereafter................................................ 251,688
--------
Total..................................................... $485,662
========

F-11
47
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7. UNCONSOLIDATED ENTITIES

Condensed financial statement information of Ramco, Kentwood and Southfield
Plaza Expansion as of December 31, 1998 and 1997, and for the years ended
December 31, 1998 and December 31, 1997 and the period May 1, 1996 to December
31, 1996 are presented as follows:

1998 1997 1996
-------------------------------------------- ------- -------
SOUTHFIELD
RAMCO KENTWOOD PLAZA TOTAL TOTAL TOTAL
----- -------- ---------- ----- ----- -----

ASSETS
Investment in real estate -- net...... $ 1,735 $ 555 $ 2,290 $ 2,426
Other Assets.......................... $ 3,760 496 144 4,400 5,224
------- ------- ------ ------- -------
Total Assets..................... $ 3,760 $ 2,231 $ 699 $ 6,690 $ 7,650
======= ======= ====== ======= =======
LIABILITIES
Mortgage Notes Payable................ $10,838 $1,552 $12,390 $12,542
Other Liabilities..................... $ 1,065 287 1,352 1,711
------- ------- ------ ------- -------
Total Liabilities................ 1,065 11,125 1,552 13,742 14,253
------- ------- ------ ------- -------
Owners' Equity (deficit).............. 2,695 (8,894) (853) (7,052) (6,603)
------- ------- ------ ------- -------
Total Liabilities and Owners' Equity
(deficit)........................... $ 3,760 $ 2,231 $ 699 $ 6,690 $ 7,650
======= ======= ====== ======= =======
Company's Equity Investments in
Unconsolidated Entities............. $ 2,818 $ 940 $ 583 $ 4,341 $ 4,957
Advances to Unconsolidated Entities... 1,555 1,555 1,464
------- ------- ------ ------- -------
Total Equity Investments in and
Advances to Unconsolidated
Entities............................ $ 4,373 $ 940 $ 583 $ 5,896 $ 6,421
======= ======= ====== ======= =======
REVENUES
Management Fees..................... $ 913 $ 913 $ 1,063 $ 711
Leasing and Development Fees........ 110 110 392 131
Property Revenues................... $ 1,841 $ 263 2,104 2,077 1,571
Other Revenues...................... 761 761 496 417
Leasing/Development Cost
Reimbursements................... 2,080 2,080 1,321
------- ------- ------ ------- ------- -------
Total Revenues................... 3,864 1,841 263 5,968 5,349 2,830
------- ------- ------ ------- ------- -------
EXPENSES
Employee Expenses................... 4,887 4,887 4,079 2,187
Office and Other Expenses........... 1,523 1,523 1,190 630
Property Expenses................... 1,495 173 1,668 1,662 1,307
Depreciation and Amortization....... 266 266 221 45
------- ------- ------ ------- ------- -------
Total Expenses................... 6,676 1,495 173 8,344 7,152 4,169
------- ------- ------ ------- ------- -------
Excess Revenues Over Expenses......... (2,812) 346 90 (2,376) (1,803) (1,339)
Cost Reimbursement From Operating
Partnership......................... 2,812 2,812 2,218 1,603
------- ------- ------ ------- ------- -------
Income................................ $ 0 $ 346 $ 90 $ 436 $ 415 $ 264
======= ======= ====== ======= ======= =======
Company's Share of Income............. $ 0 $ 173 $ 45 $ 218 $ 208 $ 132
======= ======= ====== ======= ======= =======

F-12
48
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company's share of the unconsolidated entities' income of $218, $208
and $132, for the years ended December 31, 1998 and December 31, 1997, and the
period May 1, 1996 to December 31, 1996, was reduced by $522 in both 1998 and
1997, and $348 in 1996 respectively, which represents depreciation and
amortization adjustments arising from the Company's net basis adjustments in the
unconsolidated entities' assets. These adjustments result in a net loss of $304
and $314 from unconsolidated entities for the years ended December 31, 1998 and
1997 and $216 for the period May 1, 1996 to December 31, 1996.

8. EARNINGS PER SHARE

The Company adopted Statement of Financial Accounting Standards No. 128
during 1997. This statement requires the presentation of basic and diluted
earnings per share. The following table sets forth the computation of basic and
diluted earnings per share (in thousands, except share and per share data):

1998 1997 1996
---- ---- ----

Numerator:
Net Income................................................ $ 8,658 $9,198 $292
Preferred dividends....................................... (1,614) (278) --
--------- --------- ---------
Numerator for basic earnings per share -- income
Available to common shareholders....................... 7,044 8,920 292
Effect of dilutive securities:
Preferred dividends.................................... -- -- --
Operating partnership units............................ -- -- --
--------- --------- ---------
Numerator for diluted earnings per share -- income
Available to common shareholders after assumed
conversion........................................... $ 7,044 $8,920 $292
========= ========= =========
Denominator:
Denominator for basic earnings per
share -- weighted-average shares....................... 7,132,517 7,123,105 7,123,105
Effect of dilutive securities --
Dilutive stock options outstanding..................... 32,097 25,257 --
--------- --------- ---------
Denominator for dilutive earnings per share -- adjusted
weighted-average shares and assumed conversion......... 7,164,614 7,148,362 7,123,105
========= ========= =========
Basic earnings per share.................................... $0.99 $1.25 $0.04
========= ========= =========
Diluted earnings per share.................................. $0.98 $1.25 $0.04
========= ========= =========

In 1998 and 1997, conversion of the Series A Preferred Shares and of the
Operating Partnership Units would have been antidilutive and, therefore, were
not considered in the computation of diluted earnings per share.

9. COMMITMENTS AND CONTINGENCIES

Substantially all of the properties have been subjected to Phase I
environmental audits. Such audits have not revealed nor is management aware of
any environmental liability that management believes would have a material
adverse impact on the Company's financial position or results of operations.
Management is unaware of any instances in which it would incur significant
environmental costs if any or all properties were sold, disposed of or
abandoned.

During the third quarter of 1994, the Company held more than 25% of the
value of its gross assets in overnight Treasury Bill reverse repurchase
transactions which the United States Internal Revenue Service (the "IRS") may
view as non-qualifying assets for the purposes of satisfying an asset
qualification test

F-13
49
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

applicable to REITs, based on a Revenue Ruling published in 1977 (the "Asset
Issue"). The Company requested that the IRS enter into a closing agreement that
the Asset Issue would not impact the Company's status as a REIT. The IRS
deferred any action relating to the Asset Issue pending the further examination
of the Company's 1991-1995 tax returns (the "Tax Audit"). Based on developments
in the law which occurred since 1977, the Company's Tax Counsel, Battle Fowler
LLP, rendered an opinion that the Company's investment in Treasury Bill
repurchase obligations would not adversely affect its REIT status. However, such
opinion is not binding upon the IRS.

In connection with the spin-off of Atlantic, Atlantic assumed all liability
arising out of the Tax Audit and the Asset Issue, including liabilities for
interest and penalties and attorney fees relating thereto. In connection with
the assumption of such potential liabilities, Atlantic and the Company entered
into a tax agreement which provides that the Company (under the direction of its
Continuing Trustees), and not Atlantic, would control, conduct and effect the
settlement of any tax claims against the Company relating to the Tax Audit and
the Asset Issue. Accordingly, Atlantic will not have any control as to the
timing of the resolution or disposition of any such claims. The Company and
Atlantic also received an opinion from Special Tax Counsel, Wolf, Block, Schorr
and Solis-Cohen LLP, that, to the extent there is a deficiency in the Company's
taxable income arising out of the IRS examination and provided the Company
timely makes a deficiency dividend (i.e., declares and pays a distribution which
is permitted to relate back to the year for which each deficiency was determined
to satisfy the requirement that the REIT distribute 95 percent of its taxable
income), the classification of the Company as a REIT for the taxable years under
examination would not be affected. Under the tax agreement referred to above,
Atlantic agreed to reimburse the Company for the amount of any deficiency
dividend so made. If notwithstanding the above-described opinions of legal
counsel, the IRS successfully challenged the status of the Company as a REIT,
its status could be adversely affected. If the Company lost its status as a
REIT, the Company believes that it would be able to re-elect REIT status for the
taxable year beginning January 1, 1999.

During July 1997 Montgomery Ward ("Wards") a tenant at three of the
Company's properties, (Tel-Twelve Mall, Clinton Valley Mall and Shoppes of
Lakeland), filed for protection under Chapter 11 of the Bankruptcy Code. In
October 1997, Wards issued a list of anticipated store closings which included
the store

F-14
50
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

at the Company's Clinton Valley Mall. This location consists of a 101,200 square
foot department store and a 7,480 square foot TBA store (Tires, Batteries and
Automotive). The Company was notified in March 1998 that Wards rejected the
lease. On an annual basis, Wards paid approximately $1,000 in base rent and
operating and real estate tax expense reimbursements for the Clinton Valley
Mall. The Company leased 30,900 square feet of the former department store and
rental income is expected to commence during the first quarter of 1999. The
Company is pursuing replacement tenants for the balance of the space.

On February 4, 1999, Crowley, Milner and Company, a tenant at the Company's
Tel-Twelve Mall, filed for protection under Chapter 11 of the Bankruptcy Code.
For 1998, Crowley's paid approximately $396 in base rent and operating and real
estate tax expense reimbursement.

10. SHAREHOLDERS' EQUITY

Convertible Series A Preferred Shares -- In October, 1997 the Company
entered into an agreement with certain clients advised by Morgan Stanley Asset
Management, Inc. ("MSAM"), and Kimco Realty Corporation ("Kimco") pursuant to
which such entities agreed to invest up to an aggregate of $35,000 in the
Operating Partnership. The MSAM clients and Kimco initially purchased Preferred
Operating Partnership Units which, after shareholder approval in December 1997,
were converted into the Company's Series A Convertible Preferred Shares ("Series
A Preferred Series") and, ultimately, may be converted into Common Shares. The
initial investments of $11,667 were made in October 1997. During 1998, the
Company issued 933,000 Series A Preferred Shares receiving net proceeds of
approximately $22,682.

After the closing of this transaction, the MSAM clients are required to
purchase 19.4% of the first $50,000 in a follow-on public offering of the
Company's Shares at the offering price less the underwriter's fees, commissions,
and discounts per share. Upon consummation of such public offering, all
outstanding Series A Preferred Shares will be exchanged into Common Shares of
the Company, at a conversion price of $17.50 per share, which conversion price
is subject to adjustment in certain circumstances.

The Series A Preferred Shares rank senior to the Common Shares with respect
to dividends and upon liquidation, dissolution or winding up of the Company. The
Series A Preferred Shares are entitled to receive cumulative dividends, payable
quarterly in arrears, at an annual rate equal to the greater of (i) 9.60% of the
stated value ($25.00 per share) and (ii) the dividend rate expressed as an
annual rate which is implicit in the amount of dividends actually paid with
respect to Common Shares, based on a $17.50 per share price for the Common
Shares, determined as of each quarterly dividend payment date (the "Payable
Component").

The Payable Component will be increased by an amount equal to an annual
rate of 3% under certain circumstances. The holders of Series A Preferred Shares
have the right to vote on all matters which holders of Common Shares are
entitled to vote upon on an as converted basis, as though such holders own
Common Shares. In addition, the Trust will not be permitted to engage in or
effect certain types of transactions or actions without the approval of holders
of at least 51% of the outstanding Series A Preferred Shares voting separately
as a class. The conversion price for Common Shares of $17.50 contain
anti-dilution rights and will be adjusted to reflect the effects of stock
dividends, distributions, subdivisions or combination.

The Series A Preferred Shares are subject to mandatory conversion on the
date which is the earlier of a qualified underwritten offering or the maturity
date which is on October 3, 2002. At the option of the holders, the Series A
Preferred Shares will be convertible in whole or in part into Common Shares at
the stated value plus unpaid dividends prior to the maturity date or qualified
underwritten offering date. The maturity date will be accelerated and all Series
A Preferred Shares will be redeemed in cash at the stated value plus unpaid
dividends in the event that it is determined by the IRS that it will, for any
period, deny to the Company the tax benefits associated with REIT qualification
and either or both of the following circumstances arise: (i) the Company does
not receive (within a period of 60 days of the date established by the IRS as
the date of which the deficiency dividend or other additional taxes are required
to be paid) the full indemnity payment for such

F-15
51
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

loss of tax benefits that the Company is entitled to receive from Atlantic
pursuant to the Tax Agreement with Atlantic, or (ii) counsel reasonably
satisfactory to MSAM is unable to provide to the holders of the Series A
Preferred Shares affirmative advice that, commencing not later than with the
taxable year ending December 31, 1999, the Company will, notwithstanding such
determination by the IRS, be able to elect to be qualified and taxed as a REIT
under the Code, and its proposed method of operation will enable it so to
qualify for following years.

Shareholder Rights Plan -- On December 6, 1989, the Company's Board of
Trustees (the "Board") declared a dividend distribution of one share purchase
right to each outstanding share of beneficial interest, $.10 par value per
share, to shareholders of record at the close of business on December 18, 1989.
These rights may be exercised to purchase one share of beneficial interest at a
price of $80 per share, subject to adjustment, under certain specified
conditions at the Board's option. These rights are not exercisable or
transferable apart from the shares of beneficial interest until the distribution
date, which is the earlier of (i) 10 days following a public announcement that
any person or group has acquired beneficial ownership of 20 percent or more of
the outstanding shares (the "Share Acquisition Date"), (ii) 10 days following
the commencement of a tender offer or exchange offer that would result in a
person or group beneficially owning 20 percent or more of the outstanding shares
or (iii) the day the Board determines that any person or group has become the
beneficial owner of an amount of shares the Board determines to be substantial
(which amount shall in no event be less than 10 percent of the shares
outstanding) and the Board shall determine that such beneficial ownership is
intended to cause the Company to repurchase the shares owned by such person or
group or is reasonably likely to cause a material adverse impact on the
Company's business. The rights, which do not have voting rights, expire on
December 6, 1999 and may be redeemed by the Company at a price of $.01 per right
at any time until rights expire or, if earlier, 10 days following the Share
Acquisition Date.

Upon the occurrence of certain events following the distribution date, the
holder of each right will have the right to receive, upon exercise, shares (or,
in certain circumstances, cash, property or other securities of the Company)
having a value equal to two times the exercise price of the right. In certain
events in which the Company is not a surviving entity or has transferred 50
percent or more of its assets or earnings power, the rights will entitle the
holder, upon exercise, to receive equity securities of the acquiring company
having a value equal to two times the exercise price of the right.

Dividend Reinvestment Plan -- The Company has a dividend reinvestment plan
that allows for participating shareholders to have their dividend distributions
automatically invested in additional shares of beneficial interest in the
Company based on the average price of the shares acquired for the distribution.

11. STOCK OPTION PLANS

1989 Trustees' Stock Option Plan -- On April 4, 1989, the Board approved
the establishment of the 1989 Trustees' Stock Option Plan (the "Former Trustees'
Plan") which permitted the Company to grant options to purchase up to 350,000
shares of beneficial interest in the Company at the fair market value at the
date of grant. The Company had 350,000 options outstanding under the Former
Trustees' Plan at December 31, 1995. In connection with the Ramco Acquisition
and Spin-off Transaction, all Trustees who had been granted options under the
Former Trustees' Plan surrendered their options to the Company without
consideration.

1989 Employee's Stock Option Plan -- On June 21, 1989, the Board approved
the establishment of the 1989 Employee Stock Option Plan which permitted the
Company to grant options to purchase up to 1,550,000 shares of beneficial
interest in the Company at the fair market value at the date of grant. On
December 6, 1989, 1,355,000 options were granted. Option shares in the amount of
125,000 were purchased from certain employees prior to the closing of the Ramco
Acquisition and Spin-off Transaction for $.50 per share and the balance of the
options were canceled.

F-16
52
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

1996 Share Option Plan -- Concurrent with the Ramco Acquisition in May
1996, the Company adopted the 1996 Share Option Plan (the "Plan") to enable its
employees to participate in the ownership of the Company. The Plan provides for
the award of up to 855,000 stock options to purchase common shares of beneficial
interest, at the fair market value at the date of grant, to executive officers
and employees of the Company. The Plan is administered by the independent
trustee members of the Compensation Committee of the Board of Trustees, whose
members are not eligible for grants under the Plan. Stock options granted under
the Plan vest and become exercisable in installments on each of the first three
anniversaries of the date of grant and expire ten years after the date of grant.
No more than 50,000 share options may be granted to any one individual in any
calendar year.

1997 Non-Employee Trustee Stock Option Plan -- On June 10, 1997, the
Company adopted the 1997 Non-Employee Trustee Stock Option Plan (the "Trustees'
Plan") which permits the Company to grant non-qualified options to purchase up
to 100,000 common shares of beneficial interest in the Company at the fair
market value at the date of grant. Each Non-Employee Trustee will be granted an
option to purchase 2,000 shares annually on the Company's annual meeting date,
beginning June 10, 1997. Stock options granted to participants vest and become
exercisable in installments on each of the first two anniversaries of the date
of grant and expire ten years after the date of grant.

Information relating to the 1996 Share Option Plan and the 1997
Non-Employee Trustee Stock Option Plan (the "Plans") from inception through
December 31, 1998 is as follows:

NUMBER WEIGHTED AVERAGE
OF SHARES EXERCISE PRICE
--------- ----------------

Granted since inception............................... 183,200 $16.04
Exercised............................................. -- --
Cancelled or expired.................................. -- --
------- ------
Outstanding at December 31, 1996...................... 183,200 $16.04
Granted............................................... 92,813 17.69
Exercised............................................. -- --
Cancelled or forfeited................................ (3,051) 16.56
------- ------
Outstanding at December 31, 1997...................... 272,962 $16.60
Granted............................................... 243,500 16.91
Exercised............................................. (533) 16.56
Cancelled or expired.................................. (4,826) 17.08
------- ------
Outstanding at December 31, 1998...................... 511,103 $16.74
======= ======
Shares exercisable at December 31, 1997............... 60,050 $16.03
======= ======
Shares exercisable at December 31, 1998............... 151,152 $16.39
======= ======

At December 31, 1998, the range of exercise prices and weighted average
remaining contractual life of outstanding options was $15.44 -- $21.63, and 8.6
years.

F-17
53
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The fair value of options granted during 1998, 1997 and 1996 was estimated
to be negligible on the date of grant. All options granted were non-qualified
share options. This was determined using the Black-Scholes option pricing model
with the following weighted average assumptions used:

1998 1997 1996
---- ---- ----

Risk-free interest rate.................................. 4.8% 6.4% 6.5%
Dividend yield........................................... 10.8% 9.2% 10.2%
Volatility............................................... 17.3% 15.8% 10.0%
Weighted average expected life........................... 5.0 5.0 6.0

The Company accounts for the Plans in accordance with Accounting Principles
Board Opinion No. 25 under which no compensation cost has been recognized for
stock option awards. There would be no material difference if compensation cost
had been calculated consistent with the provisions of Statement of Financial
Standards No. 123, "Accounting for Stock Based Compensation". Therefore, there
would be no change in the Company's pro forma net income and earnings per share
for 1998, 1997 and 1996 (Note 13).

12. FINANCIAL INSTRUMENTS

Statements of Financial Accounting Standards No. 107 requires disclosure
about fair value of all financial instruments. The carrying values of cash and
cash equivalents, receivables, accounts payable and accrued expenses are
reasonable estimates of their fair values because of the short maturity of these
financial instruments. As of December 31, 1998 and 1997 the mortgages and notes
payable amounts are also a reasonable estimate of their fair value because their
interest rates approximate the current borrowing rates available to the Company.

The fair value of the Company's interest rate protection agreement
represents the estimated amount the Company would receive or pay to terminate
the agreement at December 31, 1998. The fair value of this agreement was
($1,087) at December 31, 1998.

13. PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

Pro forma consolidated information related to 1998 acquisitions would not
be significantly different than actual results. Therefore, 1998 actual
consolidated information has been included in the table below. The following
consolidated pro forma information has been presented as if the 1997 Property
Acquisitions had occurred on January 1, 1997. In management's opinion, all
adjustments necessary to reflect the Property Acquisitions have been made. The
pro forma consolidated information is not necessarily indicative of what the
actual results of operations of the Company would have been had such
transactions actually occurred as of January 1, 1997, nor do they purport to
represent the results of the Company for future periods.

1998 1997
(ACTUAL) (PRO FORMA)
-------- -----------

Revenues................................................. $76,755 $73,983
Income before minority interest.......................... 12,109 12,561
Net income............................................... 8,658 9,211
Net earnings per share:
Basic.................................................. $ 0.99 $ 1.25
Diluted................................................ $ 0.98 $ 1.25

F-18
54
RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

14. QUARTERLY FINANCIAL DATA (UNAUDITED)

EARNINGS PER SHARE
-------------------
REVENUES NET INCOME BASIC DILUTED
-------- ---------- ----- -------

1998
Quarter ended:
March 31 $18,444 $2,003 $0.24 $0.24
June 30 $18,261 $2,079 $0.25 $0.25
September 30 $18,963 $1,995 $0.23 $0.23
December 31 $21,087 $2,581 $0.26 $0.26
1997
Quarter ended:
March 31 $13,819 $2,344 $0.33 $0.33
June 30 $13,931 $2,251 $0.32 $0.32
September 30 $14,461 $2,287 $0.32 $0.32
December 31 $17,033 $2,316 $0.29 $0.29

15. SEGMENT INFORMATION

The Company is engaged in principally one business segment, that is owning,
developing, acquiring, managing and leasing neighborhood and community shopping
centers, regional enclosed malls and single tenant retail properties. The
properties are located in thirteen states primarily throughout the Midwest and
Southeast United States. The Company's centers are usually anchored by discount
department stores or supermarkets and the tenant base consists primarily of
national and regional retail chains and local retailers. The Company's credit
risk, therefore, is concentrated in the retail industry.

Revenues from the Company's largest tenant amounted to approximately 10.8%
of minimum rents for the year ended December 31, 1998. No single tenant
accounted for more than 10.0% of minimum rents for the years ended December 31,
1997 and 1996.

F-19
55

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

16. REAL ESTATE ASSETS

Net Investment in Real Estate Assets at December 31, 1998

YEARS ENDED DECEMBER 31,
1998, 1997, 1996, 1995
------------------------
INITIAL COST
TO COMPANY
-----------------------
YEAR YEAR YEAR BUILDING &
PROPERTY LOCATION CONSTRUCTED(A) ACQUIRED RENOVATED LAND IMPROVEMENTS
- ------------------------------------------- ----------------------- -------------- -------- --------- -------- ------------
(DOLLARS IN THOUSANDS,
EXCEPT PER SHARE AND
PER UNIT AMOUNTS)

ALABAMA
Athens Town Center......................... Athens, Alabama 1997 854 7,695
Cox Creek Plaza............................ Florence, Alabama 1997 589 5,336
FLORIDA
Naples Towne Center........................ Naples, Florida 1983 1996 218 1,964
Lantana Plaza.............................. Lantana, Florida 1993 2,590 2,600
Sunshine Plaza............................. Tamarac, Florida 1991 1998 1,748 7,452
Shoppes of Lakeland........................ Lakeland, Florida 1996 1,279 11,543
Pelican Plaza.............................. Sarasota, Florida 1997 710 6,404
Crestview Corners.......................... Crestview, Florida 1997 400 3,602
Village Lakes.............................. Land O' Lakes, Florida 1997 862 7,768
Southbay Fashion Center.................... Sarasota, Florida 1998 597 5,355
Rivertowne Square.......................... Deerfield Beach,
Florida 1998 880 7,852
GEORGIA
Holcomb Center............................. Alpharetta, Georgia 1996 658 5,953
Mays Crossing.............................. Stockbridge, Georgia 1997 725 6,532
Indian Hills............................... Calhoun, Georgia 1997 706 6,355
Conyers Crossing........................... Conyers, Georgia 1998 729 6,562
MARYLAND
Crofton Plaza.............................. Crofton, Maryland 1991 3,201 6,499
MICHIGAN
Tel-Twelve Mall............................ Southfield, Michigan 1968 1996 1996 4,777 43,181
New Towne Plaza............................ Canton, Michigan 1976 1996 1993 817 7,354
Ferndale Plaza............................. Ferndale, Michigan 1984 1996 265 2,388
Clinton Valley Strip Center................ Sterling Heights,
Michigan 1979 1996 399 3,588
Fraser Shopping Center..................... Fraser, Michigan 1996 363 3,263
Eastridge Commons.......................... Flint, Michigan 1990 1996 1997 1,086 9,775
Oak Brook Square........................... Flint, Michigan 1996 955 8,591
Jackson West............................... Jackson, Michigan 1996 1996 1997 2,806 6,270
Jackson Crossing........................... Jackson, Michigan 1996 1996 2,249 20,237
Roseville Plaza............................ Roseville, Michigan 1996 1994 1,466 13,195
Southfield Plaza........................... Southfield, Michigan 1996 1983 1,121 10,090
Clinton Valley Mall........................ Sterling Heights,
Michigan 1979 1996 1993 1,101 9,910
Lake Orion Plaza........................... Lake Orion, Michigan 1977 1996 470 4,234
Edgewood Towne Center...................... Lansing, Michigan 1990 1996 1992 665 5,981

ALABAMA
Athens Town Center......................... 9 854 7,704 8,558 225 (d)
Cox Creek Plaza............................ 11 589 5,347 5,936 156 (d)
FLORIDA
Naples Towne Center........................ 12 218 1,976 2,194 134 (d)
Lantana Plaza.............................. 589 2,590 3,189 5,779 458 (d)
Sunshine Plaza............................. 3,227 1,748 10,679 12,427 1,422 (d)
Shoppes of Lakeland........................ 120 1,279 11,663 12,942 641 (d)
Pelican Plaza.............................. 14 710 6,418 7,128 235 (d)
Crestview Corners.......................... 11 400 3,613 4,013 105 (d)
Village Lakes.............................. 41 862 7,809 8,671 195 (d)
Southbay Fashion Center.................... 50 597 5,405 6,002 85
Rivertowne Square..........................
69 880 7,921 8,801 25
GEORGIA
Holcomb Center............................. 33 658 5,986 6,644 314 (d)
Mays Crossing.............................. 7 725 6,539 7,264 191 (d)
Indian Hills............................... 7 706 6,362 7,068 186 (d)
Conyers Crossing........................... 42 729 6,604 7,333 48
MARYLAND
Crofton Plaza.............................. 1,147 3,201 7,646 10,847 1,385 (d)
MICHIGAN
Tel-Twelve Mall............................ 2,385 4,777 45,566 50,343 3,078 (e)
New Towne Plaza............................ 990 817 8,344 9,161 511 (e)
Ferndale Plaza............................. 12 265 2,400 2,665 164 (d)
Clinton Valley Strip Center................
52 399 3,640 4,039 248 (d)
Fraser Shopping Center..................... 134 363 3,397 3,760 241 (e)
Eastridge Commons.......................... 2,053 1,086 11,828 12,914 843 (e)
Oak Brook Square........................... 68 955 8,659 9,614 575 7,000
Jackson West............................... 4,931 2,806 11,201 14,007 723 8,319
Jackson Crossing........................... 4,486 2,249 24,723 26,972 1,483 (e)
Roseville Plaza............................ 542 1,466 13,737 15,203 932 (e)
Southfield Plaza........................... 381 1,121 10,471 11,592 682 (e)
Clinton Valley Mall........................
261 1,101 10,171 11,272 670 (e)
Lake Orion Plaza........................... 76 470 4,310 4,780 291 (e)
Edgewood Towne Center...................... 8 665 5,989 6,654 400 (d)

F-20
56

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

YEARS ENDED DECEMBER 31,
1998, 1997, 1996, 1995
-----------------------
INITIAL COST
TO COMPANY
-----------------------
YEAR YEAR YEAR BUILDING &
PROPERTY LOCATION CONSTRUCTED(A) ACQUIRED RENOVATED LAND IMPROVEMENTS
- ------------------------------------------- ----------------------- -------------- -------- --------- -------- ------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

West Oaks I................................ Novi, Michigan 1981 1996 1997-98 0 6,304
West Oaks II............................... Novi, Michigan 1987 1996 1,391 12,519
Taylor Plaza............................... Taylor, Michigan 1996 400 1,930
Madison Center............................. Madison Heights,
Michigan 1997 817 7,366
Whitelake Marketplace...................... Whitelake Township,
Michigan 1998 2,965 0
NEW JERSEY
Chester Springs............................ Chester, New Jersey 1994 1997-98 4,931 13,331
NEW YORK
Commack Shopping Center.................... Commack, New York 1992 1,160 1,740
Trinity Corners............................ Pound Ridge, New York 1992 1,250 1,250
NORTH CAROLINA
Ridgeview Crossing......................... Elkin, North Carolina 1997 1,054 9,494
Hickory Corners............................ Hickory, North Carolina 1997 798 7,192
Holly Springs Plaza........................ Franklin, North
Carolina 1997 829 7,470
OHIO
Office Max Center.......................... Toledo, Ohio 1994 1996 227 2,042
Troy Towne Center.......................... Troy, Ohio 1990 1996 1996 930 8,372
Spring Meadows Place....................... Springfield Twp, Ohio 1987 1996 1997 1,662 14,959
SOUTH CAROLINA
Taylors Square............................. Greenville, South
Carolina 1997 1,581 14,237
Edgewood Square............................ North Augusta, South
Carolina 1997 1,358 12,229
TENNESSEE
Stonegate Plaza............................ Kingsport, Tennessee 1997 606 5,454
Cumberland Gallery......................... New Tazewell, Tennessee 1997 327 2,944
Highland Square............................ Crossville, Tennessee 1997 913 8,189
Northwest Crossing......................... Knoxville, Tennessee 1997 1,284 11,566
Tellico Plaza.............................. Lenoir City, Tennessee 1997 611 5,510
VIRGINIA
Aquia Towne Center......................... Stafford County,
Virginia 1998 2,187 19,776

YEARS ENDED DECEMBER 31, 1998, 1997, 1996, 1995
--------------------------------------------------------------------------------
GROSS COST AT
END OF PERIOD(B)
SUBSEQUENT ----------------------
CAPITALIZED BUILDING & ACCUMULATED
PROPERTY COSTS LAND IMPROVEMENTS TOTAL DEPRECIATION(C) ENCUMBRANCES
- ------------------------------------------ ----------- ------- ------------ ------- --------------- ------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

West Oaks I................................ 2,733 0 9,037 9,037 481 4,224
West Oaks II............................... 126 1,391 12,645 14,036 858 7,507
Taylor Plaza............................... 15 400 1,945 2,345 118 (d)
Madison Center.............................
78 817 7,444 8,261 298 (d)
Whitelake Marketplace......................
3,967 2,965 3,967 6,932 0 (e)
NEW JERSEY
Chester Springs............................ 2,418 4,931 15,749 20,680 1,667 (d)
NEW YORK
Commack Shopping Center.................... 2 1,160 1,742 2,902 263 (d)
Trinity Corners............................ 530 1,250 1,780 3,030 262 (d)
NORTH CAROLINA
Ridgeview Crossing......................... 12 1,054 9,506 10,560 278 (e)
Hickory Corners............................ 31 798 7,223 8,021 211 (d)
Holly Springs Plaza........................
7 829 7,477 8,306 218 (d)
OHIO
Office Max Center.......................... 0 227 2,042 2,269 136 (d)
Troy Towne Center.......................... 884 930 9,256 10,186 622 (e)
Spring Meadows Place....................... 690 1,662 15,649 17,311 1,058 6,548
SOUTH CAROLINA
Taylors Square.............................
9 1,581 14,246 15,827 416 (e)
Edgewood Square............................
10 1,358 12,239 13,597 357 (d)
TENNESSEE
Stonegate Plaza............................ 2 606 5,456 6,062 159 (e)
Cumberland Gallery......................... 13 327 2,957 3,284 86 (d)
Highland Square............................ 5 913 8,194 9,107 239 5,566
Northwest Crossing......................... 14 1,284 11,580 12,864 338 (e)
Tellico Plaza.............................. 4 611 5,514 6,125 161 (d)
VIRGINIA
Aquia Towne Center.........................
25 2,187 19,801 21,988 144 15,124

F-21
57

RAMCO-GERSHENSON PROPERTIES TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

WISCONSIN
West Allis Towne Centre.................... West Allis, Wisconsin 1987 1996 1,866 16,789
-------- --------
Totals $ 64,433 $438,192
======== ========

YEARS ENDED DECEMBER 31, 1998, 1997, 1996, 1995
--------------------------------------------------------------------------------
GROSS COST AT
END OF PERIOD(B)
SUBSEQUENT ----------------------
CAPITALIZED BUILDING & ACCUMULATED
PROPERTY COSTS LAND IMPROVEMENTS TOTAL DEPRECIATION(C) ENCUMBRANCES
---------- ----------- ------ ------------ ------- --------------- ------------

WISCONSIN
West Allis Towne Centre.................... 12 1,866 16,801 18,667 1,120 (e)
------- ------- -------- -------- -------
$33,355 $64,433 $471,547 $535,980 $26,136
======= ======= ======== ======== =======

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

(a) If constructed by a predecessor of the Company.

(b) The aggregate cost of land and buildings and improvements for federal income
tax purposes is approximately $409 million.

(d) The property is pledged as collateral on the secured line of credit.

(e) The property is pledged as collateral on secured mortgages.

The changes in real estate assets and accumulated depreciation for the years
ended December 31, 1998, and 1997 are as follows:

REAL ESTATE ASSETS 1998 1997 ACCUMULATED DEPRECIATION
------------------ ---- ---- ------------------------

Balance at beginning of period............. $473,213 $314,854 Balance at beginning of period.............
Acquisitions............................... 46,910 150,368 Depreciation...............................
Capital Improvements....................... 15,857 7,991 Balance at end of period...................
-------- --------
Balance at end of period................... $535,980 $473,213
======== ========

ACCUMULATED DEPRECIATION 1998 1997
------------------------ ---- ----

Balance at beginning of period............. $14,919 $ 7,102
Depreciation............................... 11,217 7,817
------- -------
Balance at end of period................... $26,136 $14,919
======= =======

F-22