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                                                                    EXHIBIT 99 


REPORT OF INDEPENDENT AUDITORS


The Partners
Haywood Mall Associates
(A South Carolina Joint Venture)


We have audited the accompanying balance sheets of Haywood Mall Associates (A
South Carolina Joint Venture) as of December 31, 1993 and 1992, and the
related statements of income, cash flows and venturers' equity for the years
then ended (not included herein).  These financial statements are the
responsibility of the Management of the Joint Venture.  Our responsibility is
to express an opinion on these financial 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 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, the financial statements referred to above present fairly, in
all material respects, the financial position of Haywood Mall Associates (A
South Carolina Joint Venture) at December 31, 1993 and 1992, and the results of
its operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.



                                                                   Ernst & Young


February 3, 1994
