Shopping Centre P2-Replacmnt

Capital & Regional PLC
25 January 2002



The issuer advises that the following replaces the 'Shopping
CentrePartnership-P2' announcement released today at 17:42 under RNS Number
5494Q.  The tables headed 'Calculation of net assets per share' and 'Proposed
disposal of shopping centres' have been removed.  The full corrected version is
shown below.  All other details remain unchanged.'



Capital & Regional plc - Part 2
25 January 2002


CAPITAL & REGIONAL AND MORLEY FORM A £670 MILLION SHOPPING CENTRE PARTNERSHIP
(continued)



Unaudited pro forma statement of net assets of the Group


The following table sets out a pro forma statement of net assets of the Group
following the Proposed Transaction.  This table has been prepared for
illustrative purposes only to show the effect of the Proposed Disposals as if
they had occurred on 24 June 2001.  It also shows the effect of further
disposals which have been completed since 24 June 2001 which have been publicly
announced.  Because of its nature, the pro forma statement of net assets may not
give a true picture of the financial position of the Group following the
Proposed Transaction.


Proposed disposal of shopping centres

                         Unaudited net       Announced       Revaluation of    Other         Disposal of      Pro forma
                          assets at 24     transactions        shopping      adjustments       shopping      net assets
                           June 2001                            centres                         centres               
                           (note 1)          (note 2)         (note 3)         (note 4)       (note 5)               
                             £000              £000             £000                            £000             £000
  Fixed assets                                                                                                        
  Property assets            721,782         (186,742)         (12,118)            6,698      (460,703)         68,917
  Other fixed assets          14,542                 -                                                -         14,542
  Tangible assets            736,324         (186,742)         (12,118)            6,698      (460,703)         83,459
  Investment in                                                                                                       
  joint ventures                                                                                                      
  Share of gross              86,878           180,700                                          335,000        602,578
  assets                                                                                                              
  Share of gross            (58,996)          (90,500)                                        (165,000)      (314,496)
  liabilities                                                                                                         
                              27,882            90,200                -                -        170,000        288,082
                             764,206          (96,542)         (12,118)            6,698      (290,703)        371,541
  Current assets                                                                                                      
  Property assets             22,529           (3,728)             (67)             (78)        (3,400)         15,256
  Debtors                     42,995            13,305                -          (1,249)        (3,197)         51,854
  Cash at bank and               935                                                                               935
  in hand                                                                                                             
                              66,459             9,577             (67)          (1,327)        (6,597)         68,045
  Creditors falling         (61,280)           (4,114)                                                -       (65,394)
  due within one                                                                                                      
  year                                                                                                                
  Net current                  5,179             5,463             (67)          (1,327)        (6,597)          2,651
  assets /                                                                                                            
  (liabilities)                                                                                                       
  Total assets less          769,385          (91,079)         (12,185)            5,371      (297,300)        374,192
  current                                                                                                             
  liabilities                                                                                                         
  Creditors falling        (463,333)            86,191                          (10,683)        297,300       (90,525)
  due after more                                                                                                      
  than one year                                                                                                       
  Provisions for                   -             (500)                             2,942                         2,442
  liabilities and                                                                                                     
  charges                                                                                                             
  Net assets                 306,052           (5,388)         (12,185)          (2,370)              -        286,109
  Net assets per               388.1                                                                             362.8
  share (note 6)                                                                                                      
  Fully diluted net            361.8                                                                             340.0
  assets per share                                                                                                    
  (note 6)                                                                                                            
  Triple net assets            329.6                                                                             328.4
  per share (note 6)                                                                                                  


Notes:

1.                  The net assets of the Group as at 24 June 2001 are extracted
from the unaudited interim report for the six months ended 24 June 2001 without
any adjustment.

2.                  This adjustment shows the effect of further transactions
which have been publicly announced in press releases to the Regulatory News
Service on 23 August 2001, 29 November 2001, 4 December 2001 and 11 January
2002.  These transactions represent:

•         The disposal of investment properties with a book value of £186.7
million and development properties with a book value of £3.7 million;

•         The receipt of net sales proceeds of £196.5 million;

•         The accrual in debtors of deferred consideration of £15.1 million less
the write off of tenant incentives of £1.8 million arising from the disposals;

•         The investment in partnerships of £90.2 million;

•         The payment of cash of £20.1 million for capital expenditure since 24
June 2001 on the properties sold; and

•         Provision for current taxation of £4.1 million and deferred taxation
of £0.5 million.

3.                  This adjustment shows the decrease in value of the Disposal
Properties from their book value at 24 June 2001 of £479.5 million to the
proposed sales proceeds of £460.7 million, after allowing for additional capital
expenditure incurred since 24 June 2001 of £6.6 million.

4.                  This adjustment shows:

•         Additional capital expenditure incurred on the Disposal Properties
since 24 June 2001 of £6.6 million, being funded out of long term loans;

•         The write off of tenant incentives of £1.3 million relating to the
Disposal Properties;

•         The accrual of fees of £1.1 million and loan breakage costs of £2.9
million arising from the Proposed Transaction, being funded out of long term
loans; and

•         The accrual of a deferred tax asset on the sale of the Disposal
Properties of £2.9 million.

5.                  This adjustment shows

•         The sale of the Disposal Properties at a valuation of £467.3 million,
being the sale of investment properties for cash of £460.7 million, the sale of
current property assets for £3.4 million in cash and the sale of capital
contributions relating to those properties held in debtors for £3.2 million in
cash.

•         The investment in The Mall Partnership of £170.0 million, with a net
repayment of debt of £297.3 million.

6.                  Net assets per share have been calculated using the number
of shares in issue at 24 June 2001 of 78,855,975.  Diluted net assets per share
have been calculated after adjusting for the conversion of the Convertible
Unsecured Loan Stock ('CULS') and is based on a fully diluted number of shares
of 91,268,148 as at 24 June 2001. Triple net assets per share have been
calculated after adjusting for the conversion of the CULS, providing in full for
deferred tax and fair valuing the Group's debt and is based on a fully diluted
number of shares of 91,268,148 as at 24 June 2001.

7.                  Gearing as at 24 June 2001 assuming conversion of the CULS
to equity was 137% and pro forma gearing on the same basis would have been
approximately 26%.

8.                  Other than as described above, the information is sourced
from the relevant announcements or from the Group's underlying accounting
records.  Other than as described above, no account has been taken of Group's
results since 24 June 2001.



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