Final Results - Part 2.

British Land Co PLC
30 May 2001

PART 2

Principal Investment Properties

The following 9 principal investment properties, each with an individual value
of more than £50m, in aggregate represent 71% by value of the total Group
portfolio.

i) The Broadgate Centre, London EC2

Tenure is either freehold or virtual freehold (999 year leases at rents of £50
per sq. ft. or less per annum per building without review) unless otherwise
stated.  The development was undertaken in phases between 1984 and 1991 and is
continuing with Hamilton House and 201 Bishopsgate which are being held in
readiness for future development.  

The existing buildings incorporate the latest mechanical and electrical
services and finishes.  The flexibility incorporated in their construction has
enabled the tenants to update their space as technology and operational
requirements have changed.

The estate provides office, retail and leisure accommodation totalling 350,650
sq.m./3,772,990 sq.ft. on 12.14 hectares/30 acres at a strategic location in
the City of London.  The buildings are:-

Building              Area           Principal Tenants          Next Rent 
                                                               Review Dates
---------            --------         ------------------         -------------
  
1, 2 and 3           44,600 sq.m     UBS Warburg and                June -
Finsbury Avenue      479,900 sq.ft.  Henderson Administration       Sept 2002

1-3, 4, 6 Broadgate  74,800 sq.m     Lehman Bros,                   Dec 2001 
and Broadgate Circle 804,850 sq.ft.  Tokyo Mitsubishi               Feb 2004
                                     and Henderson
                                     Administration

100 Liverpool Street 35,400 sq.m     UBS Warburg                    Dec 2003
                     380,900 sq.ft.

135 Bishopsgate       33,400 sq.m    NatWest                        Feb 2004
                     359,380 sq.ft.

155 Bishopsgate       38,100 sq.m    Baring Investment             July 2004 -
                     409,960 sq.ft.  Services                      Feb 2005
 
175 Bishopsgate       35,750 sq.m    European Bank for             Dec 2001
                     384,670 sq.ft.  Reconstruction and
                                     Development

199 Bishopsgate       13,400 sq.m    ABN AMRO Holdings             Sept 2003 -
                     144,180 sq.ft.                                Sept 2005

Broadwalk House       27,800 sq.m   Credit Lyonnais and            July 2004
                     299,130 sq.ft. Ashurst Morris Crisp       

Exchange House       35,700 sq.m    Herbert Smith, Foreign &       Dec 2000 -
                     384,130 sq.ft. Colonial and Societe           Oct 2005
                                    Generale

Hamilton House        7,700 sq.m    Property held for               -
                     82,850 sq.ft.  redevelopment

1 Exchange Place      4,000 sq.m    The Broadgate Club            June 2003
(125 year leasehold) 43,040 sq.ft.

201 Bishopsgate                     Site held for development 
(jointly owned with                 - Planning consent granted
Railtrack PLC)                     for building of 66,000 sq.m/
                                   710,000 sq.ft.

Total passing rent at Broadgate is a little under £148.75 million per annum
which is about £457.30 per sq.m./£42.50 per sq.ft. overall.  Market conditions
have continued to improve with headline rents being achieved in the City of
London at between £673 per sq.m. and £700 per sq.m./£62.50 to £65.00 per
sq.ft. at the year end.  Over the coming year, rent reviews are due on 79,000
sq.m./850,000 sq.ft. of accommodation which are expected to show significant
uplifts on the passing rent.

The following Sensitivity Analysis has been prepared by Weatherall Green &
Smith and illustrates the possible impact on value that changes in yield and
rental might have.
 
Broadgate Sensitivity Analysis (at 31 March 2001)
-------------------------------------------------

Nominal       Capital Values at various rentals and yields (£ million)
Equivalent
Yields
---------     --------------------------------------------------------
                                   
5.50%       £3,198       £3,296       £3,448       £3,702       £3,957
5.75%       £3,055       £3,148       £3,292       £3,534       £3,776
6.00%       £2,925       £3,014       £3,151       £3,381       £3,611
6.23%       £2,812       £2,896       £3,028       £3,248       £3,468
6.50%       £2,690       £2,770       £2,895       £3,104       £3,313

Net         £55.00       £57.00       £60.00       £65.00       £70.00 
Effective
Estimated
Rental
Values 
(per 
sq ft) 
       
Reported value at 31 March 2001 £2,896m
Notes:                            
Net Effective Estimated Rental Value Rates (£ per sq ft):
An Estimated Rental Value of £57.00 per sq ft was used as a base.  Percentage
increases were applied to this base to reach £55, £60, £65 and £70 per sq ft. 
An Estimated Rental Value of £57.00  per sq ft was used as the base because
this rate has been applied to the majority of the accommodation within
Broadgate. Net Effective Estimated Rental Values are calculated by adjusting
'headline' rents, assuming a notional 6 month rent free period over a ten year
term.
                            
Nominal Equivalent Yields:                            
The Nominal Equivalent Yields are calculated assuming rents are received
annually in arrears which is usual valuation methodology. In practice,
however, rents are received quarterly in advance.
                            
Properties included:                                 Properties excluded
                                                     (held for development):
1 Finsbury Ave              155 Bishopsgate          Eldon House
2 Finsbury Ave              175 Bishopsgate          Hamilton House
3 Finsbury Ave              199 Bishopsgate          201 Bishopsgate
1,2,3 Broadgate             Broadwalk House          Broadgate House
4 Broadgate                 Exchange House              
6 Broadgate                 Broadgate Health Club              
8-12 Broadgate              135 Bishopsgate              


Broadgate Estates Limited, a wholly owned subsidiary of the Company, maintains
the external and common areas.  The development provides a distinctive
environment for almost 30,000 employees of some of the world's largest
corporations and leading professional practices.  We are improving the Estate
through a series of initiatives which will include additional retail
facilities being provided at Broadgate Circle. 

www.vicinitee.com is a community website recently developed by Broadgate
Estates and introduced to the tenants.  It provides important local
information, including travel data and local amenities to occupiers and
visitors.

ii) Meadowhall Shopping Centre, Sheffield

Meadowhall is one of the largest and most successful shopping centres in the
UK, being located some 5 km from Sheffield City Centre and with immediate
access to Junction 34 of the M1 motorway.  Comprising a site of 51
hectares/126 acres the Centre provides free parking for 12,000 vehicles and is
also served by a dedicated train, tramway and bus passenger transport
interchange which is used by around 20% of its customers.

For multiple retailers at Meadowhall, 80% of their units are in the top 10
performing outlets of their company, for 24% they are the retailers' best
performing outlet in the country.  Customer visits for the year have increased
by 3.76%.

The rents passing at the half-year end were £55 million per annum but this has
now increased to £60 million per annum as a result of further rent reviews
completed and this will increase to an estimated £66 million per annum when
the balance of rent reviews and lettings have been completed.

Since we acquired this investment in November 1999 a total of 45 rent reviews
have been completed and a further 71 remain outstanding in respect of the
current phases.

Over the past 12 months, 13 new lettings have taken place and 7 retailers have
relocated to larger premises, two major stores have opened extensions and 15
occupiers have refurbished their shops.

Current initiatives include:-

       Installation of a fibre optic ring to include a retailer intranet.
       Introduction of a customer loyalty card scheme.
       An extension at Market Street to include customer service facilities   
         and additional retail space.
       Letting to Allders for their new Home concept (part of store formerly  
         occupied by C&A).
       Refurbishment and improvements to the Oasis food court.

iii) Regent's Place, London NW1

The Euston Road frontage to Regent's Place, a 4.2 hectare/10.40 acre complex
has undergone a dramatic change in the past 12 months.  The development of the
18,200 sq.m./195,800 sq.ft. headquarters building at 2/3 Triton Square,
pre-let to Abbey National is nearing completion.  At 350 Regent's Place, the
12,100 sq.m./130,200 sq.ft. office scheme is well advanced and available for
occupation in the Autumn.  The high level of specification includes the
provision of broadband technology.

This thriving new West End business quarter is already home to major tenants
including HM Government, Bank One, Sema, Logica, Fox Kids and Regus.  With
total floor space, on completion of the two developments of 114,400
sq.m./1,230,900 sq.ft. and potential for considerably more, the site is
projected to house a working population of about 10,000 people.

The newly launched Regent's Place Travel Plan recognises the ease of
accessibility to the site by public transport.  The needs of the working
community are reflected in the provision of a large creche, Sainsbury's
convenience supermarket, Holmes Place Health Club, a stockbrokers and food and
coffee outlets provided by Starbucks and Pret a Manger.

This summer will witness the completion of the large public space at Triton
Square, when landscaping and public art will make a focal point within
Regent's Place.

Last year we completed a comprehensive external CCTV camera security system, a
development wide fire alarm system and  upgrading of paved areas, roadways and
planted areas.

Total net annual income from Regent's Place is approximately £18.50 million. 
The strength of the location and the significant rental growth evidenced in
the West End office market will apply to the coming round of rent reviews at
338 Euston Road and 1, 4 and 7 Triton Square.

Broadgate Estates manages the external and common areas at this development. 
www.vicinitee.com  extends to the Regent's Place occupiers.

iv) Teesside Retail Park, Stockton-on-Tees

Teesside Retail Park, situated at the intersection of the A66 and A19 trunk
roads between Stockton-on-Tees and Middlesbrough, dominates out of town retail
in this area.  The Company's holding consists of:-

Phase I

The original 'horse shoe' development purchased in 1992 and extended in 1998,
has 31,500 sq.m./340,000 sq.ft. of open A1 retail floor space.  There are 28
units ranging in size from 315 sq.m./3,400 sq.ft. to 3,400 sq.m./36,700 sq.ft.
 Tenants include Currys, PC World, Boots, JJB Sports, Carpetright, Sports
Soccer, Homebase, Scottish Power and Mothercare.  The total passing rent at
Teesside is approximately £4.38 million per annum which is about £160 per
sq.m./£14.85 per sq.ft. on occupied space.  Recent lettings have taken place
between £237 per sq.m/£22 per sq.ft. and £280 per sq.m/£26 per sq.ft.  Rent
reviews take place on a rolling programme, commencing in June 2001.
 
During the year the car park was extensively reconfigured and upgraded to
improve traffic and pedestrian circulation.  In addition, a new scheme of
branded signage was introduced.  As part of the asset management programme,
units are taken back from tenants where appropriate and divided and let to new
tenants at enhanced rents.  The Company is capitalising on the open retail
planning consent for the Park to attract a much broader mix of retailers to
the Park. 

Phase II

3.3 hectares/8.10 acres of development land purchased in 1998 and located at
the 'gateway' to the Park, already has planning consent for 1,513 sq.m./16,280
sq.ft. of restaurant and 4,060 sq.m./43,690 sq.ft. of retail floor space. 
Units totalling 1,086 sq.m./11,690 sq.ft. have been or are in the process of
being constructed and let to KFC, TGI Friday's and Frankie and Benny's. 
Various options for the land with retail consent include the opportunity to
relocate tenants from Phase I, thus freeing more space with unrestricted
retail planning consent.

Phase III

11 hectares/27.2 acres of land surrounding the existing leisure development
(not in the Company's ownership) is suitable for development for commercial
uses.  This has a planning consent for a 100 bedroom hotel and a pub and
discussions are in train with a major national retailer for a new unit on a
significant portion of the remaining land.  A wider masterplan includes
further commercial use as well as a second major access to the Park and a bus
interchange.

The Company also owns the Pets at Home unit, 740 sq.m./8,000 sq.ft., purchased
in 1998 and the adjoining Toys R Us.

v) St. Stephen's Green Shopping Centre, Dublin, Republic of Ireland

This distinctive covered shopping centre, has become a major landmark in the
heart of Dublin.  It comprises 30,200 sq.m./324,950 sq.ft. of retail and
restaurant space.  The Centre has an adjoining multi-storey car park
comprising 1,127 spaces, of which 675 spaces are owned by the Company.

The Centre is located at the top of Grafton Street, which is Dublin's premier
shopping street and during the last year the Company has carried out
significant refurbishment to the main entrance improving both the appearance
and pedestrian flow.

The Company has also constructed a feature staircase between the first and
second floors improving pedestrian flow and assisting in the leasing areas of
the second floor which were previously service space.

Net income at 31 March 2001 was circa IR£7.30 million per annum.

The Company has agreed to sell 73% of this investment to Irish Life and
acquire from them a 50% interest in the ILAC Shopping Centre in Dublin.

vi) The Plaza Shopping Centre and Plaza Tower, East Kilbride, Scotland

The Plaza Centre is an enclosed shopping centre, originally constructed in
1972, comprehensively refurbished in 1989 and further improved by the creation
of a new atrium in 2000, which will provide the link to the next phase of
development known as Centre West, described in the Development section of this
report.  The Centre has 27,840 sq.m./300,000 sq.ft. of retail space, together
with the Plaza Tower, which is a 14,976 sq.m./161,140 sq.ft. office building. 
The Centre also includes a 990 space multi-storey car park.

Major names in retailing are represented and rents passing are some £5 million
per annum.  The Centre has been actively managed during the year including the
reletting of five retail units.

Major refurbishment has been undertaken to the common areas at Plaza Tower.

vii) 122 Leadenhall Street, London EC3

This 16,650 sq.m./179,150 sq.ft. office building is situated on a site of
nearly 0.4 hectares/1 acre in the insurance district near the Lloyds of London
building.  The accommodation is on basement, lower ground, ground, mezzanine
and eleven upper floors.  The principal tenants are Credit Agricole and Banque
Indosuez with the ground floor retail space of 812 sq.m./8,740 sq.ft.
principally let to Marks & Spencer.  The property was constructed in 1969 but
substantially rebuilt in 1996.  It is situated close to the site of the
proposed Swiss Re Tower and within the area of the City being promoted by the
City of London Planning Authority for future tower schemes.

The passing rent for this property is close to £6.6 million per annum.

viii) Greyhound Retail Park, Chester

This property was purchased in 1992 and is located to the west of the Town
Centre in the principal area for retail warehousing.  The Park extends to
19,065 sq.m./205,200 sq.ft. of predominantly retail floor space.  There are
two leisure units (cinema and bowling alley) where the rents are based on
retail values.  Tenants include Carpetright, Scottish Power, Texstyle World,
DFS, Roseby's and Pets At Home.  All except one of the retail units benefit
from a valuable open A1 non food planning consent.

The total rent passing is about £2.8 million per annum which for the retail
space is £121.95 per sq.m./£11.33 per sq.ft.  The majority of the retail units
are currently subject to rent review and substantial increases are expected. 
Rental evidence at double the passing rent has been achieved on the Park by
way of a relocation of one of the tenants and a further third party letting. 
Terms have been agreed subject to Planning to construct a small stand alone
retail unit on part of the car park.  Planning consent has been granted for
the external refurbishment of all of the units and the common parts which will
include recladding elevations, new entrances, improved traffic and pedestrian
management, signage and landscaping.

ix) The Eastgate Shopping Centre, Basildon

The enclosed Centre represents a major part of Basildon town centre.  The
total floor area is 68,100 sq.m./732,750 sq.ft. and includes a small business
centre, a multi-storey car park and two large office buildings in addition to
the retail malls.

The Shopping Centre comprises 116 retail units and two anchor stores. 
Principal retail tenants include; Allders (approx. 18,580
sq.m./199,920sq.ft.), Savacentre (approx. 15,265 sq.m./164,250 sq.ft.),
Primark, Next and Virgin.  New Look will upgrade to a new 1,375 sq.m./14,790
sq.ft. store during summer 2001 having taken a new lease of part of the former
C&A store.  The main office tenants are CGNU and The Secretary of State.

On settlement of the outstanding rent reviews, the total rent is expected to
be approximately £8.85 million per annum.

Property Asset Management

The Company has, during the year, appointed Peter Clarke, Daniel Peltz and
Timothy Roberts as Heads of Asset Management.

At the year end the portfolio, including the joint ventures, comprised
approximately 990 properties with 3,055 leases.  During the year some 150
properties were sold and some 720 rent reviews were settled, 27 of them in the
City of London, and 135 leases were granted during the year.

Numerous initiatives have been taken.  Surrenders of leases have been
negotiated to re-let, at enhanced rents, generating relevant comparative
evidence for rental reviews and enhancing capital values.  This activity is
particularly prevalent in the retail portfolio.  In respect of the
supermarkets, negotiations were concluded in respect of five major store
extensions with profitable funding by the Company.

The Public House portfolio, the joint venture with Scottish and Newcastle,
generated considerable activity with an additional annual income of £600,000
being produced from rent reviews.  A portfolio of 152 properties which were
regarded as ex-growth are being sold.
 
Development Programme

Overview

Development activity has continued apace during the year.  Responsibilities
within the development team have been reallocated with Nigel Webb becoming
Head of Provincial Development, Mark Wright as Head of London Development and
Jonathan Hallam as Head of Development Administration.

At 31 March 2001 the development programme (including joint ventures)
represented development costs of approximately £1.64 billion and total
prospective ERV of £175 million of which the Group's shares are  £1.2 billion
and £132 million respectively.

Of this, some 148,000 sq. m. in seven projects is currently under construction
representing committed costs of £305 million.  The Group's share of ERV
attributable to these projects is £25.6 million per annum.

The remaining programme comprising some 596,000 sq. m. is developable over a
period of 5 to 7 years.  Of this approximately 282,000 sq. m. already has
planning permission.

Of the projects included in the development programme as at 31 March 2000, 8
buildings (including 6 office units at Blythe Valley Park and a unit for Asda
at Dumbarton) comprising 20,000 sq. m. in total have been completed,
representing construction costs of some £31.5 million and total ERV of £3.4
million. These buildings are no longer included within the development
programme figures. 

Highlights

During the year the following significant progress has been achieved:

Regent's Place, London NW1

Construction on new headquarters for Abbey National plc at 2&3 Triton Square
is progressing well towards completion in the Summer of 2001.

Construction of 350 Euston Road also continues apace towards completion in
September 2001. Marketing of this building has developed significant letting
interest.

201 Bishopsgate, Broadgate London EC2 (joint arrangement with Railtrack)

Detailed planning permission was obtained for a landmark building providing
some 60,500 sq. m. net of offices. Pre-letting discussions with a number of
interested parties are being actively pursued. 
 
Plantation Place, London EC3

Archaeology was completed and a new detailed planning permission was obtained
in February 2001 for two connected buildings which together provide 64,000 sq.
m. net of offices. Marketing activity is generating positive tenant interest.

Hamilton House, Broadgate, London EC2

Design work has been undertaken for 13,000 sq. m. net of offices. A planning
application is currently being submitted.  The site fronting Appold Street and
formerly occupied by Railtrack, adjoins Exchange Square, Broadgate.

Blythe Valley Park, Solihull (joint venture with ProLogis Developments)

Development of this 97,000 sq. m. business park on a 69 hectare site with
direct access from the M42 motorway continues to progress well, with a further
18,000 sq. m. currently under construction.  Occupiers include Oracle
Corporation, Centrica, Vodafone, Virgin Active, Ove Arup and Regus.

Cherrywood, Dublin (joint venture with Dunloe Ewart Plc)

This masterplanned mixed use development on a site of 170 hectares is situated
8 miles south of Dublin, at Loughlinstown, between the main Dublin-Rosslare
Road and the new South East motorway.  The development incorporates science
and technology parks totalling 102,000 sq. m. of accommodation with scope for
significant further expansion, a golf course and a District Centre of mixed
uses including retail, offices, residential, hotel and leisure.  The first
phase of development on the Science and Technology Park of 10,950 sq. m. in
two buildings has been completed and let to Lucent Technologies and Dell
Corporation respectively.  A second phase comprising 11,560 sq. m. in three
buildings is under construction.

Centre West, East Kilbride

Construction of this 24,600 sq. m. Shopping Centre commenced in March 2001. 
The Centre is to be anchored by a 10,200 sq. m. Debenhams department store. 
The Centre will be completed to allow trading to commence for Easter 2003. 
The development is being undertaken in partnership with Stannifer Developments
and South Lanarkshire Council.

Heathrow Gateway

The Group is developing a 20,440 sq. m. distribution unit pre-let to Royal
Mail.  A further unit of 11,450 sq. m. is also under construction.  Consent
exists for a further phase of 9,000 sq. m.
 
BL Gazeley

The Company's joint venture with Gazeley Properties, owns sites at Thatcham
and Redditch totalling 32 hectares and with potential for up to 140,000 sq. m.
of industrial and distribution space.  The joint venture has successfully
completed a pre-let first phase at its Redditch site of 11,150 sq. m..

Other Development Projects

The Company continues to develop and add value to it's retail park portfolio. 
A 5,600 sq. m. foodstore pre-let to Asda Stores PLC has been completed at St
James's Retail Park, Dumbarton.  A further foodstore of 6,800 sq. m. pre-let
to Asda is currently being developed at BL Universal's Beehive Centre,
Cambridge.

Recently Acquired Projects

51 Lime Street, London EC3 (joint arrangement with Lloyds of London and
Stanhope)

The company joined forces with Stanhope for a successful bid to partner Lloyds
in the re-development of the old underwriting centre built in 1958. The site
occupies an area of 5,250 sq. m. bounded by Lime Street, Fenchurch Avenue and
Billiter Street.  The process of design development for the preparation of a
planning application is currently underway. 

Caroone House, Farringdon Street, London EC4

The Group acquired this 7,000 sq. m. building to add to the development
portfolio. The purchase was completed in April 2001. The site adjoins Fleet
Place, part of the Ludgate development.

Joint Ventures

Introduction

British Land has 15 active joint ventures involving retail, City offices,
leisure, residential and development properties, with total properties under
management amounting to £3 billion.  Some 17% of British Land's portfolio is
accounted for by its £1.5 billion share of the properties held by the joint
ventures.  Our net investment in joint ventures was £0.7 billion at the year
end.

While the underlying rationales for our joint ventures vary, encompassing both
investment and development together with venture-specific finance, they share
a simple common framework:

- controlled on a 50:50 basis and combining skills with our partners,

- able to raise finance on the strength of their own balance sheets with
minimal or no support from either partner, thus enhancing the gearing benefit
with negligible risk,

- achieve high return on capital from very low initial investments,

- obtain access to desirable properties which were not on the market, through
the outsourcing of specific property portfolios to the joint ventures by our
partners.  This enables an effective diversification of the portfolio at low
risk,

- British Land earns fees from the provision of services,

- a clear exit strategy.

The key activities of the joint ventures during the year can be summarised as
follows:

- in September 2000, the establishment of a joint venture with WestLB to
acquire four British Land City of London properties,

- in December 2000, British Land acquired a 50% interest in London and Henley
Holdings Limited, owning a residential portfolio,

- in January 2001, British Land formed a joint venture with Gazeley Properties
Limited to purchase and develop two distribution and industrial sites. 

Existing joint ventures have continued to rationalise and upgrade their
investment portfolios through acquisitions, disposals and redevelopment of
assets.  The key activities during the year are summarised below by joint
venture. 


Summary of British Land's share in joint ventures

                             2001        2000           Change         Change
                              £m          £m              £m              %  
                            -----        -----          -----          -----
Profit and loss account                                                 
Gross rental income           84.8        75.4           9.4           12.5
                            -----        -----          -----          -----
                                                 
Operating profit             75.8         68.9           6.9           10.0
Disposal of fixed assets      3.7          2.9           0.8           27.6
Net interest - external     (45.7)       (33.7)        (12.0)         (35.6)
Net interest - shareholders (16.0)       (15.3)         (0.7)          (4.6)
                            -----        -----          -----          -----

Profits before tax           17.8         22.8          (5.0)          (21.9) 
                            =====        =====          =====          =====

                                                 
                                                 
Balance Sheet                                                 
Gross assets              1,579.9      1,219.3         360.6            29.6
Gross liabilities          (867.2)      (648.5)       (218.7)          (33.7)
                            -----        -----          -----          -----

Net investment              712.7        570.8         141.9            24.9 
                            =====        =====         =====           =====

Number of joint ventures     15           12        
                            =====        =====

 

Investment Joint Ventures

A Company profile for each of our investment joint ventures is set out below. 

British Land also has four joint ventures for sharing the skills, risks and
rewards of carrying out specific development projects with our partners. These
joint ventures are discussed within the Development Programme section.

BL Universal PLC
-----------------

JV Partner:             The Great Universal Stores P.L.C.
Date Established:       February 1997
Current Portfolio:      253 mixed retail properties with a value of £997.3    
                        million    

Gross rental income     £63.9m
Operating profits       £55.1m 
Gross  assets           £1,050.1m
Gross liabilities       £(552.2)m
Net Investment          £497.9m
BL's share investment   £250.5m
Net debt/ properties    43.4%

                                         

BL Universal initially acquired 982 properties from the GUS group in February
1997.  Since then the joint venture has continued to rationalise and
reposition its portfolio, which currently stands at 253 retail properties,
mainly retail warehouse parks, prime high street shops, shopping centres and
superstores. In total, the joint venture has profitably sold around 730
properties and the proceeds reinvested primarily in retail parks and more
recently being used to repay debt and return cash to the partners.

The core portfolio includes: a 50% interest in the Microsoft Campus at Thames
Valley Park; The Beehive Centre, Cambridge; and retail parks in Castle Vale,
Birmingham, Westgate Retail Park, Wakefield, and Westside Retail Park, Leeds. 
It also comprises a number of large prime high street shops in major cities
such as London, Glasgow, Manchester, Leeds, Liverpool and Newcastle.

Activity in the Year
During the year, the joint venture completed the acquisition of a Sainsburys
superstore with petrol filling station at New Cross, London for £21 million
and has progressed with the development of Castle Vale Retail Park,
Birmingham.  The joint venture has disposed of 53 properties during the year
with part of the funds realised used to repay £54.4 million of bank loans. 

In February 2001, the joint venture agreed to dispose of a portfolio of 81
high street shops for £113 million, which is scheduled for completion later
this year.  

Financing
At 31 March 2001, the joint venture was financed by £300 million debentures, a
£125.6 million unsecured revolving bank loan and a £45.0 million secured bank
loan.

Tesco plc

British Land has two joint ventures and a partnership with Tesco plc, which
together own £655.3 million of retail properties, comprising 13 superstores, 4
retail parks, 5 shopping centres and 2 distribution centres and an in town
Tesco Metro, all of which are anchored by Tesco.    

BLT Properties Limited
------------------------

JV Partner:             Tesco plc
Date Established:       November 1996
Current Portfolio:      13 retail properties with a value of £219.4 million

Gross rental income    £14.3m
Operating profits      £14.m
Gross assets           £230.m 
Gross liabilities      £(148.3)m
Net Investment         £82m
BL's share investment  £41m
Net debt/ properties   56.4%

                                    

This joint venture owns: 2 retail parks at Harlech and Plymouth; 2
distribution centres in Southampton; a high street store and 8 Tesco
Superstores.

During the year, an extension of 28,054 sq ft has been completed at the
Ashford Superstore and the joint venture has sold the property at Wrexham to
Tesco and purchased from Tesco a Superstore at Formby.

Financing
The joint venture is financed by a £134.5 million secured bank loan.  Recourse
on the bank loan to each shareholder is limited to £12 million.

The Tesco British Land Property Partnership
-------------------------------------------

Partner:                Tesco plc
Date Established:       February 1998
Current Portfolio:      3 shopping centres with a value of £118.0 million

Gross rental income     £8.2m
Operating profits       £7.7m
Gross assets            £126.4m
Gross liabilities       £(10.9m)
Net Investment          £115.5m
BL's share investment   £57.8m
Net debt/ properties    0.0% 

                                      

The partnership with Tesco plc was established to acquire 12 retail properties
from the partners, and in November 1999 sold 9 properties to a newly formed
joint venture company, Tesco BL Holdings Limited.  The Partnership retains 3
shopping centres at Leicester, Northampton and Lisburn.

Activity in the Year
An extension of 86,490 sq ft to Beaumont Leys Shopping Centre, Leicester has
commenced and will be completed later this year, including a 25,660 sq ft
extension to the Tesco Supermarket.  Approximately 94% of the extension has
already been let.  At the Weston Favell Shopping Centre, Northampton, a petrol
filling station has been built and let to Tesco.

Financing
The Partnership is funded by the partners' contributions.

Tesco BL Holdings Limited
-------------------------

JV Partner:            Tesco plc
Date Established:      November 1999
Current Portfolio:     9 retail properties with a value of £317.9 million

Gross rental income    £19.9m
Operating profits      £19.1m
Gross Assets           £322.5m
Gross liabilities      £(217.6m)
Net Investment         £104.9m
BL's share investment  £52.5m
Net debt/ properties   64.6%

                                         

This joint venture was established to acquire 9 properties from the
Partnership comprising: 5 Tesco superstores; 2 retail parks at Milton Keynes
and Bury; a district shopping centre at Lisnagelvin, Londonderry; together
with Serpentine Green, a major out of town shopping centre at Peterborough.
 
Activity in the Year
The parade of retail units at Milton Keynes has been profitably reconfigured,
extended and re-let.  A 56,127 sq ft extension of the Tesco Supermarket has
also been completed at Milton Keynes.

During the year, the remaining retail units at the Serpentine Green Shopping
Centre have been successfully let to GAP, Shoe City and WH Smiths.

Financing
The joint venture has an unsecured loan of £210 million, without recourse to
the shareholders. 

BL West
--------

JV Partners:            WestLB, WestImmo and Provinzial
Date Established:       September 2000
Current Portfolio:      4 city offices with a value of £361.0 million

Gross rental income*    £6.3m
Operating profits*      £5.7m
Gross Assets            £378.8m 
Gross liabilities       £(274.9m)
Net Investment          £103.9m
BL's share investment   £51.9m
Net debt/ properties    68.9%

                                      

* For the period from September 2000 to December 2000

In September 2000, British Land sold 4 prime City offices to a new joint
venture with WestLB for a total consideration of £357.5 million.  British Land
retains a 50% interest in the venture and received £307.5 million in cash.

The properties comprise: three office buildings developed in 1992; 1 Fleet
Place, Ludgate EC4 (170,000 sq ft net), 10 Fleet Place, Ludgate EC4 (182,000
sq ft net), 100 New Bridge Street, Ludgate EC4 (166,000 sq ft net); and
Watling House, 33 Cannon Street EC4, an office building constructed in 1998
(96,000 sq ft net).

Activity in Year
Since September 2000, the joint venture has completed 4 rent reviews,
resulting in an increase of £0.6 million per annum to the rents passing. 

Financing
WestLB provided an underwritten loan to the joint venture in the amount of
£265 million, and has successfully completed the syndication of the loan. 
 
The Public House Company Limited
----------------------------------

JV Partner:             Scottish & Newcastle plc
Date Established:       April 1995
Current Portfolio:      280  public houses with a value of £230.5 million

Gross rental income     £19.2m
Operating profits       £18.6m
Gross Assets            £253m
Gross liabilities       £(144.3m) 
Net Investment          £108.7m
BL's share investment   £54.4m
Net debt/ properties    49.2%

                                          
This joint venture with Scottish & Newcastle plc was established to acquire a
portfolio of 306 public houses leased to its subsidiary.

The joint venture now owns around 280 public houses, totalling approximately
560,000 sq ft of trading area, which are predominately freehold and located in
the South of England.

Activity in the Year
The joint venture has rationalised its portfolio through sales of 30 public
houses to third parties and 27 public houses back to Scottish & Newcastle. 
Also, since the year end the joint venture has agreed to sell a further 152
public houses back to Scottish & Newcastle, reducing the portfolio to around
128 properties.  The funds from this sale will be reinvested partly in new
public houses and used to repay debt.

During the year, the joint venture has completed 82 rent reviews with a net
increase to rental income of £0.6 million per annum.

Financing
At last year end, the joint venture was financed by an unsecured £164 million
amortising bank loan, which following disposals has since been reduced to
£135.6 million.  Recourse on this loan to each shareholder is limited to £16
million. 

BL Fraser Limited
-------------------

JV Partners:             House of Fraser PLC
Date Established:        July 1999
Current Portfolio:       16 department stores with a value of £201.2 million

Gross rental income      £12.9m
Operating profits        £12.4m
Gross Assets             £208.8m
Gross liabilities        £(149.4m)
Net investment           £59.4m
BL's share investment    £29.7m
Net debt/ properties     67.2%

                                          

This joint venture was established to acquire and lease back 15 of House of
Fraser's freehold and long leasehold department stores, comprising some 1.9
million sq ft in high street locations, mostly in major provincial towns and
cities. 

Activity in Year
During the year, the joint venture acquired a department store in Bristol
(284,000 sq ft)  for £15.6 million.  House of Fraser completed a significant
redevelopment and extension of the Guildford store to which the joint venture
contributed £6.2 million in respect of increased area and rental income.

Financing
The secured bank loan was increased during the year by further drawings for
Bristol and Guildford to £139.75 million.  The bank loan is without recourse
to shareholders. 

London and Henley Holdings Limited

JV Partners:            Security Capital European Realty
Date Established:       December 2000
Current Portfolio:      69 blocks of flats with a value of £170.6 million

Gross rental income*    £2.6m
Operating profits*      £1.8m
Gross Assets            £174.4m
Gross liabilities       £(120.4m)
Net Investment          £54m
BL's share investment   £27m
Net debt/ properties    65.4%

                           

(unaudited) * For the period from December 2000 to March 2001

In December 2000, The British Land Company PLC acquired a 50% interest in
London and Henley Holdings Limited, for approximately £18 million with its
owner, Security Capital European Realty retaining the other 50%.

London & Henley owns a portfolio of 69 blocks of flats (constituting
approximately 750 units), which are concentrated within the Greater London
area, of which 70% are located in Central London.

The principal assets include: Marble Arch Apartments, Harrowby Street; St
Marks Apartments, City Road; and Weddel House, West Smithfield.

Activity in Year
The joint venture intends to retain the portfolio as an investment, and in the
period to March 2001, the residential portfolio showed a strong uplift in
value of 12% from £152 million to £170 million.

Financing
The joint venture was financed mainly by a bank loan of £114.5 million. 
 
BL Rank Properties Limited
---------------------------

JV Partners:          The Rank Group Plc
Date Established:     August 1997
Current Portfolio:    18 leisure properties with a value of £150.3 million

Gross rental income   £11.9m
Operating profits     £10m
Gross Assets          £155m
Gross liabilities     £(108.6)m
Net Investment        £46.4m
BL's share investment £23.2m
Net debt/ properties  65.9%


The joint venture initially acquired 22 leisure properties, principally let to
Rank, and now retains 18 of those properties comprising 10 bingo clubs, 1
leisure park, 2 cinemas and 5 multi-leisure centres.

Activity in Year
The joint venture has profitably sold a multi-leisure park at Bromborough and
a bingo unit at Swansea during the year.  Beckton was also sold after
successfully obtaining planning consent for change of use from a Bingo unit to
non-food retail warehousing. 

Financing
Proceeds from these disposals have been applied in prepayment of the unsecured
bank loan, which has now been reduced to £93.8 million. Recourse on this loan
to each shareholder is limited to £5 million.

Peacocks Centre Partnership

This 50:50 partnership with Alecta was established in June 1998 to acquire The
Peacocks Centre, Woking.  The Peacocks Centre provides 350,000 sq ft of retail
space in a modern shopping centre with an arts and entertainment complex.

Great Eastern Hotel

This joint venture with Conran Holdings Limited and Wyndham International
retains a 125 year head lease interest in the recently redeveloped 267 bedroom
hotel complex situated at Broadgate.


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