SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)


  X   QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF  THE  SECURITIES
----- EXCHANGE ACT OF 1934


For the quarterly period ended September 30, 2002


                                       OR


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


                         Commission File Number 1-13239


                               AEGIS REALTY, INC.
                               ------------------
             (Exact name of Registrant as specified in its charter)



                Maryland                                           13-3916825
--------------------------------------------                 -------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)



625 Madison Avenue, New York, New York                                  10022
--------------------------------------                               -----------
   (Address of principal executive offices)                           (Zip Code)



Registrant's telephone number, including area code (212) 421-5333



     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 the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date:

     Common Stock, $.01 par value,  8,054,631 shares outstanding at November 13,
2002





                          PART I. FINANCIAL INFORMATION

                          Item 1. Financial Statements

                       AEGIS REALTY, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                             (Dollars in thousands)



                                                      ============  ============
                                                      September 30, December 31,
                                                          2002          2001
                                                      ------------  ------------
                                                      (Unaudited)
                                                                
ASSETS
Real estate, net                                         $ 173,909    $ 171,357
Investment in partnerships                                   5,280        5,475
Loans receivable from affiliate                              2,271        2,289
Cash and cash equivalents                                    2,345        2,917
Accounts receivable-tenants, net of allowance for
   doubtful accounts of $494,000 and $378,000,
   respectively                                              2,956        3,005
Deferred costs, net                                          4,315        4,086
Other assets                                                 1,589          909
                                                         ---------    ---------

   Total Assets                                          $ 192,665    $ 190,038
                                                         =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
   Notes payable                                         $  68,384    $  66,148
   Accounts payable and other liabilities                    5,257        3,768
   Distributions payable                                     2,407        2,116
                                                         ---------    ---------

   Total Liabilities                                        76,048       72,032
                                                         ---------    ---------

Minority interest of unitholders in the
   Operating Partnership                                     6,146        6,235
                                                         ---------    ---------

Commitments and Contingencies

Stockholders' equity:
   Common stock; $.01 par value;
     50,000,000 shares authorized; 8,054,631
     and 8,052,847 shares issued and outstanding
     in 2002 and 2001, respectively                             80           80
   Additional paid in capital                              125,399      125,379
   Distributions in excess of net income                   (15,008)     (13,688)
                                                         ---------    ---------

   Total Stockholders' Equity                              110,471      111,771
                                                         ---------    ---------
   Total Liabilities and Stockholders' Equity            $ 192,665    $ 190,038
                                                         =========    =========


          See accompanying notes to consolidated financial statements

                                       2



                       AEGIS REALTY, INC. AND SUBSIDIARIES
                      Consolidated Statements of Operations
                 (Dollars in thousands except per share amounts)
                                   (Unaudited)



                                    ==========================    ==========================
                                        Three Months Ended             Nine Months Ended
                                            September 30,                September 30,
                                    --------------------------    --------------------------
                                       2002           2001           2002           2001
                                    --------------------------    --------------------------

                                                                     
Revenues:

   Rental income                    $     5,038    $     4,963    $    15,265    $    14,950
   Tenant reimbursements                  1,392          1,143          4,170          3,566
   Early lease termination                 --             --              736             17
   Income from equity investments            24             46            203            205
   Interest income                           65            101            192            691
   Other                                     33             28            101             96
                                    -----------    -----------    -----------    -----------
   Total revenues                         6,552          6,281         20,667         19,525
                                    -----------    -----------    -----------    -----------

Expenses:

   Repairs and maintenance                  570            510          1,632          1,328
   Operating                                406            348          1,219          1,019
   Real estate taxes                        618            610          1,891          1,855
   Interest                                 882          1,072          2,618          3,501
   Management fees                          610            581          1,865          1,801
   General and administrative               195            191            614            632
   Depreciation and amortization          1,659          1,512          4,769          4,482
   Terminated transaction costs            --              464           --            2,790
   Other                                    432            201          1,154            698
                                    -----------    -----------    -----------    -----------
   Total expenses                         5,372          5,489         15,762         18,106
                                    -----------    -----------    -----------    -----------

Income before gain on sales               1,180            792          4,905          1,419
Gain on sales of real estate                327           --              327           --
                                    -----------    -----------    -----------    -----------

Income before minority interest           1,507            792          5,232          1,419

Minority interest in income of
   the Operating Partnership               (134)           (70)          (463)          (124)
                                    -----------    -----------    -----------    -----------

Net income                          $     1,373    $       722    $     4,769    $     1,295
                                    ===========    ===========    ===========    ===========

Net income per share:

   Basic                            $       .17    $       .09    $       .59    $       .16
                                    ===========    ===========    ===========    ===========
   Diluted                          $       .17    $       .09    $       .59    $       .16
                                    ===========    ===========    ===========    ===========

Weighted average shares
   outstanding:

   Basic                              8,054,631      8,051,716      8,054,435      8,051,119
                                    ===========    ===========    ===========    ===========
   Diluted                            8,055,815      8,057,855      8,063,694      8,057,259
                                    ===========    ===========    ===========    ===========



          See accompanying notes to consolidated financial statements

                                       3



                       AEGIS REALTY, INC. AND SUBSIDIARIES
            Consolidated Statement of Changes in Stockholders' Equity
                             (Dollars in thousands)
                                   (Unaudited)



                               Common Stock         Additional   Distributions
                         -----------------------     Paid-in     in Excess of
                          Shares        Amount       Capital      Net Income        Total
                         ---------    ----------    ----------   -------------    ----------
                                                                   
Balance at
   January 1, 2002       8,052,847    $       80    $  125,379   $     (13,688)   $  111,771

Net income                                                               4,769         4,769
Issuance of shares of
   common stock              1,784            --            20                            20
Distributions                                                           (6,089)       (6,089)
                         ---------    ----------    ----------   -------------    ----------

Balance at
   September 30, 2002    8,054,631    $       80    $  125,399   $     (15,008)   $  110,471
                         =========    ==========    ==========   =============    ==========



See accompanying notes to consolidated financial statements

                                       4



                       AEGIS REALTY, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                             (Dollars in thousands)
                                   (Unaudited)



                                                        =======================
                                                            Nine Months Ended
                                                              September 30,
                                                        -----------------------
                                                           2002         2001
                                                        ----------   ----------
                                                                  
Cash flows from operating activities:
Net income                                                 $ 4,769      $ 1,295
Adjustments to reconcile net income to net cash
     provided by operating activities:
   Gain on sales of real estate                               (327)          --
   Depreciation and amortization                             4,800        4,467
   Minority interest in income of
     the Operating Partnership                                 463          125
   Distributions from equity investments
     in excess of income                                       164          160
   Terminated transaction costs                                 --        2,467
   Changes in operating assets and liabilities:
   Accounts receivable-tenants                                 (65)         554
   Allowance for doubtful accounts                             116           49
   Other assets                                               (615)        (464)
   Due to Advisor and affiliates                               (46)         412
   Accounts payable and other liabilities                    1,488          403
   Leasing commissions and costs                            (1,055)        (626)
                                                           -------      -------

   Net cash provided by operating activities                 9,692        8,842
                                                           -------      -------

Cash flows from investing activities:
   Improvements to real estate                              (5,936)      (2,301)
   Increase in deferred acquisition expenses                   (44)      (1,079)
   Repayments of loans receivable from affiliate                19           18
   Principal payments received on mortgage loans                --        3,217
                                                           -------      -------

   Net cash used in investing activities                    (5,961)        (145)
                                                           -------      -------

Cash flows from financing activities:
   Proceeds from notes payable                               2,500        1,500
   Periodic repayments of notes payable                       (264)        (244)
   Distributions paid to stockholders                       (5,799)      (5,796)
   Increase in deferred loan costs                            (189)         (29)
   Distributions paid to minority interest                    (551)        (551)
                                                           -------      -------

   Net cash used in financing activities                    (4,303)      (5,120)
                                                           -------      -------

                                  (continued)
                                       5




                       AEGIS REALTY, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                             (Dollars in thousands)
                                   (Unaudited)



                                                        =======================
                                                            Nine Months Ended
                                                              September 30,
                                                        -----------------------
                                                           2002         2001
                                                        ----------   ----------
                                                                  
Net increase/(decrease) in cash and cash equivalents          (572)       3,577

Cash and cash equivalents at the beginning of
   the period                                                2,917        1,474
                                                           -------      -------

Cash and cash equivalents at the end of the period         $ 2,345      $ 5,051
                                                           =======      =======

Supplemental information:
   Interest paid                                           $ 2,624      $ 3,314
                                                           =======      =======


          See accompanying notes to consolidated financial statements

                                       6


                       AEGIS REALTY, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                               September 30, 2002
                                   (Unaudited)


Note 1 - General

Aegis Realty, Inc. ("Aegis" or the "Company") is a Maryland corporation that has
qualified as a real estate  investment trust ("REIT") under the Internal Revenue
Code of 1986 as amended (the  "Code").  The Company was formed to acquire,  own,
operate and renovate primarily  supermarket-anchored  neighborhood and community
shopping centers.  As of September 30, 2002, the Company owned a portfolio of 28
retail  properties  containing  a  total  of  approximately  3.0  million  gross
leaseable  square feet and held  partnership  interests in two  suburban  garden
apartment properties.

The  Company  was formed on  October 1, 1997 as the result of the  consolidation
(the   "Consolidation")   of  four  publicly   registered,   non-listed  limited
partnerships,  Summit Insured Equity L.P.  ("Insured I"),  Summit Insured Equity
L.P. II ("Insured II"),  Summit  Preferred  Equity L.P. and Eagle Insured,  L.P.
(the "Partnerships",  and each individually a "Partnership"). One of the general
partners  of the  Partnerships  was an  affiliate  of  Related  Capital  Company
("Related"), a nationwide, fully integrated real estate financial services firm.
Pursuant to the  Consolidation,  the Company  issued shares of its common stock,
par  value  $.01  per  share  (the  "Common  Stock")  to  all  partners  in  the
Partnerships in exchange for their interests in the Partnership  based upon each
partner's proportionate interest in the Common Stock issued to their Partnership
in the Consolidation.

The Company is governed by a board of  directors  comprised  of two  independent
directors and three directors who are affiliated  with Related.  The Company has
engaged Related Aegis LP (the "Advisor"),  a Delaware limited partnership and an
affiliate of Related, to manage its day to day affairs.

The Company owns all of its assets  directly or indirectly  through Aegis Realty
Operating  Partnership,  LP, a  Delaware  limited  partnership  (the  "Operating
Partnership"  or "OP"),  of which the  Company is the sole  general  partner and
holder of  91.31%  of the units of  partnership  interest  (the "OP  Units")  at
September 30, 2002. At September 30, 2002, 5.54% of the OP Units are held by the
sellers of three of the retail  properties  and 3.15% were held by affiliates of
Related.

During 2001, the Company  announced it had  terminated a planned  acquisition of
the assets of P'OB Montgomery & Company ("POB").

In light of the decision to terminate the  acquisition  of POB, the Company,  at
the direction of the Board of Trustees,  retained  Robertson  Stephens,  Inc. to
assist in developing an appropriate marketing strategy for the potential sale of
the Company or its assets. If acceptable values cannot be achieved, the Board of
Trustees  will then pursue  alternative  strategies  with the goal of maximizing
stockholder  value.  The Company  has  discontinued  its  pursuit of  additional
investments and is focusing on the  continuation of active  management,  leasing
and  redevelopment  of the property  portfolio in order to maintain the value of
its  portfolio  upon a sale.  During  October  2001,  the Company  had  retained
Robertson  Stephens,  Inc. as an investment advisor to pursue the potential sale
of the Company or its assets.  Subsequently,  following  Fleet Boston  Financial
Corporation's  decision  to wind  down  the  investment  banking  operations  of
Robertson  Stephens,  the team  assigned  to the  Company was hired by, and will
continue their assignment with, RBC Capital Markets.

The consolidated  financial  statements  include the accounts of the Company and
its subsidiary partnerships. All intercompany accounts and transactions with the
subsidiary partnerships have been eliminated in consolidation.  Unless otherwise
indicated,  the "Company", as hereinafter used, refers to Aegis Realty, Inc. and
its consolidated subsidiary partnerships.

                                       7


                       AEGIS REALTY, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                               September 30, 2002
                                   (Unaudited)


The consolidated  financial statements of the Company have been prepared without
audit.  In the  opinion of  management,  the  financial  statements  contain all
adjustments  (consisting  of only normal  recurring  adjustments)  necessary  to
present  fairly the  financial  position of the Company as of September 30, 2002
and the results of its operations for the three and nine months ended  September
30, 2002 and 2001 and cash flows for the nine months  ended  September  30, 2002
and year ended December 31, 2001. However, the operating results for the interim
periods may not be indicative of the results for the full year.

Certain  information  and  footnote  disclosures  normally  included  in  annual
financial statements prepared in accordance with accounting principles generally
accepted  in the  United  States of  America  ("GAAP")  have been  condensed  or
omitted. It is suggested that these financial  statements be read in conjunction
with the financial  statements and notes thereto  included in the Company's Form
10-K for the year ended December 31, 2001.

The consolidated financial statements of the Company are prepared on the accrual
basis of accounting in conformity with GAAP,  which requires the Advisor to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  as well as the  reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates and assumptions.

The Company has no items of other comprehensive income; therefore, the Company's
net income and comprehensive income are the same for all periods presented.

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
No. 141, "Business Combinations" (SFAS 141) and Statement No. 142, "Goodwill and
Other Intangible  Assets" (SFAS 142).  These statements  establish new standards
for  accounting  and  reporting for business  combinations  and for goodwill and
intangible assets resulting from business combinations.  SFAS 141 applies to all
business  combinations  initiated  after June 30, 2001. The Company  implemented
SFAS 142 on January 1, 2002.  Implementation  of these statements did not have a
material impact on the Company's consolidated financial statements.

In June of 2001, the FASB issued SFAS No, 143,  "Accounting for Asset Retirement
Obligations" (effective January 1, 2003). SFAS No. 143 requires the recording of
the fair value of a liability for an asset  retirement  obligation in the period
in which it is incurred.  Management does not anticipate that the implementation
of SFAS No.  143 will  have a  material  impact  on the  Company's  consolidated
financial statements.

In August of 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment
or Disposal of Long Lived Assets".  SFAS No. 144 supercedes  existing accounting
literature dealing with impairment and disposal of long-lived assets,  including
discontinued operations. It addresses financial accounting and reporting for the
impairment of long-lived assets and for long-lived assets to be disposed of, and
expands current reporting for discontinued  operations to include disposals of a
"component"  of an entity that has been disposed of or is classified as held for
sale. The Company implemented SFAS No. 144 on January 1, 2002. Implementation of
this  statements  did not have a material  impact on the Company's  consolidated
financial statements.

In April 2002, the FASB issued  Statement No. 145 "Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections".
SFAS No. 145 among  other  things,  rescinds  SFAS No. 4,  "Reporting  Gains and
Losses from Extinguishment of Debt", and accordingly, the reporting of gains and
losses from the early  extinguishments of debt as extraordinary  items will only
be required if they meet the specific criteria for extraordinary  items included
in  Accounting  Principles  Board  Opinion  No. 30,  "Reporting  the  Results of
Operations".  The  rescission  of SFAS  No.  4 is  effective  January  1,  2003.
Management  does not anticipate that the  implementation  of this statement will
have a material impact on the Company's consolidated financial statements.

In July  2002,  the  FASB  issued  Statement  No.  146,  "Accounting  for  Costs
Associated  with Exit or Disposal  Activities".  SFAS No. 146  replaces  current
accounting literature and requires the recognition of costs associated with exit

                                       8


                       AEGIS REALTY, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                               September 30, 2002
                                   (Unaudited)


or  disposal  activities  when they are  incurred  rather  than at the date of a
commitment  to an exit or disposal  plan.  SFAS No. 146 is not  effective  until
January 1, 2003.  Management does not anticipate that the implementation of this
statement will have a material  effect on the Company's  consolidated  financial
statements.

Certain prior year amounts have been reclassified to conform to the current year
presentation.

Note 2 - Real Estate

The components of real estate are as follows:
(Dollars in thousands)




                                                 September 30,     December 31,
                                                     2002              2001
                                                 -------------    -------------
                                                                
Land                                               $  41,928        $  42,042
Buildings and improvements                           167,317          161,166
                                                   ---------        ---------
                                                     209,245          203,208
Less:  Accumulated depreciation                      (35,336)         (31,851)
                                                   ---------        ---------

                                                   $ 173,909        $ 171,357
                                                   =========        =========


Amounts  estimated to be recoverable  from future  operations and ultimate sales
are greater  than the carrying  value of each  property  owned at September  30,
2002.  However,  the carrying  value of certain  properties  may be in excess of
their fair value as of such date.

Effective  July 3, 2002,  the Company  sold an out parcel  which was part of the
Rolling Hills Shopping Center for $500,000.  The out parcel had a carrying value
of  approximately  $151,000 and costs  associated with the sale of approximately
$23,000 which resulted in a gain of approximately $326,000.

Note 3 - Deferred Costs

The components of deferred costs are as follows:
(Dollars in thousands)




                                                 September 30,     December 31,
                                                     2002              2001
                                                 -------------    -------------
                                                                
Deferred loan costs                                  $ 3,697          $ 3,508
Deferred leasing commissions and costs                 4,263            3,331
                                                     -------          -------
                                                       7,960            6,839

Less:  Accumulated amortization                       (3,645)          (2,753)
                                                     -------          -------

                                                     $ 4,315          $ 4,086
                                                     =======          =======


                                       9


                       AEGIS REALTY, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                               September 30, 2002
                                   (Unaudited)

NOTE 4 - Notes Payable

The following  table provides  information  about the Company's notes payable at
September 30, 2002.



                             (Dollars in thousands)
                                                                                                                      Collateral/
                    Date of                       Monthly                                                              Carrying
                      Note/                        Payment         Outstanding          Outstanding     Balloon        Value at
                    Maturity         Interest    of Principal       Balance at           Balance at     Payment/     September 30,
Noteholder            Date             Rate      and Interest   September 30, 2002   December 31, 2001  Due Date         2002
----------        ------------      ----------   ------------   ------------------   -----------------  --------    ---------------

                                                                                                 
(a)               12/29/97             (b)         Interest        $ 45,693(c)          $ 43,193(c)                   (d)
                  12/29/03                         only

Heller            6/24/97 (e)          8.50%       $   20             2,475                2,497        $  2,307      Barclay Place/
  Financial, Inc. 7/1/07                                                                                  7/1/07      $    3,991

Nomura            10/28/97 (f)         7.54%       $   33             3,600                3,690                      Village At
  Asset Capital   11/11/22                                                                                            Waterford/
  Corporation                                                                                                         $    6,128

Chase Bank        12/16/96 (g)         8.875%      $   52             6,174                6,226        $  5,809      Oxford Mall/
                  1/1/07                                                                                  1/1/07      $    8,409

Merrill Lynch     9/18/97 (h)          7.73%       $   80            10,442               10,542        $  9,635      Southgate/
  Credit          10/1/07                                          --------             --------         10/1/07      $   15,112
  Corporation
                                                                   $ 68,384             $ 66,148
                                                                   ========             ========


                                       10


                       AEGIS REALTY, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                               September 30, 2002
                                   (Unaudited)


(a) The Credit  Facility is shared among Fleet Bank (28.57%),  KeyBank  National
Association (28.57%),  Citizens Bank of Rhode Island (28.57%) and Sovereign Bank
(14.29%).

In  connection  with the Credit  Facility,  the Company must comply with various
financial covenants  including maximum loan to value ratios,  interest and fixed
charge coverage ratios, and net worth requirements.  Since the second quarter of
2001,  through the first quarter of 2002, the Company was in compliance with all
covenants  pertaining to this Credit Facility except one. The Company was not in
compliance with a covenant requiring that aggregate distributions by the Company
during any consecutive  four quarters not exceed ninety percent of the Company's
funds from operations ("FFO") for such periods.  Unlike the covenant  provisions
based on adjusted net income, under the covenant in question,  the Company's FFO
is not adjusted for  extraordinary or nonrecurring  items. As a result,  FFO was
significantly reduced by nonrecurring expenses related to the termination of the
POB  transaction  (Note 1).  The  Company  received a  permanent  waiver of this
covenant from each of the syndicate banks of the Credit Facility for each of the
quarters' of non-compliance.

(b) The  interest  rate under the  Credit  Facility  can float 1/2% under  Fleet
Bank's  base rate or can be fixed in 30,  60, 90 and 180 day  periods at various
spreads over the indicated Euro-contract, ranging from 1.75% to 2.125% depending
on the Company's ratio of total debt to total assets.  The Company has currently
elected the 30 day rate which was 1.82% at September 30, 2002.

(c)  Outstanding  balance of an $80 million  senior  revolving  credit  facility
("Credit Facility").

(d) The Credit  Facility was  collateralized  at September  30, 2002 by nineteen
Retail  Properties and one investment in a partnership  with carrying  values of
$109,724,335 and $4,691,250, respectively. In addition, the obligation under the
Credit  Facility is guaranteed by the Company,  Summit Insured I, Summit Insured
II (two of the Company's  subsidiaries)  and TCR-Pinehurst  Limited  Partnership
(one of the two partnerships in which the Company has invested).

(e) Note was  assumed  upon  purchase  by the  Company on March 30,  1998 of the
property collateralizing the note.

(f) Note was  assumed  upon  purchase  by the  Company on April 22,  1998 of the
property collateralizing the note.

(g) Note was assumed  upon  purchase by the Company on November  24, 1998 of the
property collateralizing the note.

(h) Note was  assumed  upon  purchase  by the Company on December 9, 1998 of the
property collateralizing the note .

Note 5 - Common Stock and Stock Options

Each independent director is entitled to receive annual compensation for serving
as a director in the  aggregate  amount of $17,500  payable in cash  (maximum of
$7,500 per year)  and/or  shares of Common Stock valued based on the fair market
value at the date of issuance.  As of September  30, 2002 and December 31, 2001,
10,204 and 8,420 shares, respectively,  having an aggregate value at the date of
issuance  of  $105,000  and  $85,000,  respectively,  have  been  issued  to the
Company's two independent directors as compensation for their services.

On  August 2,  2001,  the  Board of  Directors,  including  the  members  of the
Compensation Committee,  approved the grant of options to acquire 241,522 shares
of common stock to employees and affiliates of the advisor.  For the nine months
ended  September 30, 2002, the dilutive  effect,  calculated  using the treasury
stock method, of the 241,522 stock options was 9,259 shares.

                                       11



                       AEGIS REALTY, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                               September 30, 2002
                                   (Unaudited)


Note 6 - Related Party Transactions

Pursuant to the Advisory  Agreement,  the Advisor  receives (i) acquisition fees
equal to 3.75% of the acquisition  price of properties  acquired;  (ii) mortgage
selection  fees based on the principal  amount of mortgage  loans funded;  (iii)
asset  management  fees  equal to  .375% of the  total  invested  assets  of the
Company;  (iv) a 1.5%  liquidation  fee  based on the gross  sales  price of the
assets sold by the Company in  connection  with a  liquidation  of the Company's
assets;  and (v) reimbursement of certain  administrative  costs incurred by the
Advisor on behalf of the Company.

The  Company's  Retail  Properties  are managed by RCC  Property  Advisors  (the
"Property Manager"), an affiliate of the Advisor, (i) for a fee equal to 4.5% of
the gross rental receipts from the Retail Properties,  which is competitive with
such fees paid in the areas in which the  properties  are  located;  and (ii) in
connection with asset sales if the new owner terminates the property  management
agreement,  a fee equal to 1% of gross sales price.  The  Property  Manager also
receives  standard  leasing  commissions for space leased to new tenants and for
lease renewals and is reimbursed for certain expenses.

The costs  incurred  to  related  parties  for the three and nine  months  ended
September 30, 2002 and 2001 were as follows:


(Dollars in thousands)
                                        ==================     =================
                                        Three Months Ended     Nine Months Ended
                                           September 30,          September 30,
                                        ------------------     -----------------
                                          2002       2001       2002       2001
                                        ------------------     -----------------
                                                              
Expense reimbursements                   $   75     $   73     $  215     $  215
Property management fees                    284        268        909        865
Leasing commissions and costs               724        292        986        484
Asset management fees                       193        194        573        578
                                         ------     ------     ------     ------

                                         $1,276     $  827     $2,683     $2,142
                                         ======     ======     ======     ======


Note 7 - Earnings Per Share

Basic and  diluted  net income per share in the amount of $.17 and $.09 and $.59
and $.16 for the  three  and nine  months  ended  September  30,  2002 and 2001,
respectively, equals net income for the period of $1,373 and $722 and $4,769 and
$1,295,  respectively,   divided  by  the  weighted  average  number  of  shares
outstanding for the periods (8,054,631 and 8,051,716 and 8,054,435 and 8,051,119
respectively  for the basic earnings per share and 8,055,815 and 8,057,855,  and
8,063,694 and 8,057,259 for the diluted earnings per share).

There is no  difference  between  basic and  diluted  net  income per share with
respect to the  conversion of the minority  interests' OP Units  outstanding  at
September  30, 2002 and 2001 into an additional  765,780  shares of Common Stock
because the earnings of an OP Unit are  equivalent to the earnings of a share of
Common Stock.

Note 8 - Commitments and Contingencies

The  Company is subject to routine  litigation  and  administrative  proceedings
arising in the  ordinary  course of business.  Management  does not believe that
such  matters will have a material  adverse  impact on the  Company's  financial
position, results of operations or cash flows.

Note 9 - Subsequent Event

In November  2002, a  distribution  of  $1,933,111  ($.24 per share),  which was
declared in September  2002,  was paid to the  stockholders  from cash flow from
operations for the quarter ended September 30, 2002.

                                       12


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

Liquidity and Capital Resources
-------------------------------

The Company requires long-term  liquidity in order to invest in and maintain its
portfolio of Retail  Properties and other  investments.  To date, this long-term
liquidity has come from proceeds from the Credit Facility, notes payable assumed
upon the  purchase  of  certain  properties  and the  issuance  of shares of the
Company's  Common Stock or OP Units in exchange  for real  estate.  Although the
Credit Facility may be increased,  the Company's charter dictates leverage of no
more than 50% of the Company's  total market value. On a short-term  basis,  the
Company  requires  funds to pay its  operating  expenses and those of the Retail
Properties, to make improvements to the Retail Properties,  pay its debt service
and make distributions to its stockholders. The primary sources of the Company's
short-term   liquidity  needs  are  the  cash  flow  received  from  the  Retail
Properties.

In light of the decision to terminate the  acquisition  of POB, the Company,  at
the direction of the Board of Trustees,  retained  Robertson  Stephens,  Inc. to
assist in developing an appropriate marketing strategy for the potential sale of
the Company or its assets. If acceptable values cannot be achieved, the Board of
Trustees  will then pursue  alternative  strategies  with the goal of maximizing
stockholder  value.  The Company  has  discontinued  its  pursuit of  additional
investments and is focusing on the  continuation of active  management,  leasing
and  redevelopment  of the property  portfolio in order to maintain the value of
its  portfolio  upon a sale.  During  October  2001,  the Company  had  retained
Robertson  Stephens,  Inc. as an investment advisor to pursue the potential sale
of the Company or its assets.  Subsequently,  following  Fleet Boston  Financial
Corporation's  decision  to wind  down  the  investment  banking  operations  of
Robertson  Stephens,  the team  assigned  to the  Company was hired by, and will
continue their assignment with, RBC Capital Markets.

In order to maintain its REIT status,  the Company is required to  distribute at
least 90% of its taxable income. Funds generated from operations are expected to
be sufficient to allow the Company to meet this requirement.

The Advisor  believes  that the stability of the  Company's  operations  and its
ability to maintain liquidity are enhanced by the following factors:

(i) Geographic diversity of its portfolio of real estate.

(ii) 46% of total  revenues  for the nine months ended  September  30, 2002 were
earned from  shopping  center anchor  tenants  which are national  and/or credit
tenants.

(iii) No single asset  accounts for more than 8% of total  revenues for the nine
months ended September 30, 2002.

(iv) Leases that provide for recovery of actual common area maintenance  charges
and real estate taxes, thereby minimizing any effects from inflation.

(v) Leases that provide for increases in rents based on a percentage of tenants'
sales.

During the nine months ended  September 30, 2002,  cash and cash  equivalents of
the Company and its consolidated  subsidiaries decreased approximately $572,000.
This  decrease was primarily due to  improvements  to real estate  ($5,936,000),
distributions  paid  to  stockholders  ($5,799,000)  and  distributions  paid to
minority interest  ($551,000)  offset by cash provided by operating  activities,
$9,692,000  and net proceeds  from notes  payable,  $2,500,000.  Included in the
adjustments to reconcile the net income to cash provided by operating activities
is depreciation and amortization in the amount of $4,800,000.

The Company anticipates that cash generated from operations will provide for all
major repairs,  replacements and tenant improvements on its real estate and will
provide sufficient liquidity to fund the Company's operating expenditures,  debt
service and distributions.

The Company has the following  problem assets which may adversely  affect future
operations and liquidity:

                                       13


(i) Safeway,  the anchor  tenant of Cactus  Village  Shopping  Center closed its
facility in December 1991 due to poor sales.  Other than a small arrearage for a
contractual  increase in minimum  rent,  the tenant has abided by all aspects of
its lease,  which was to expire in September 2006. After  negotiations  with the
Company,  Safeway  terminated its lease in June 2002 upon payment of $750,000 to
the Company.

(ii) In July  1994,  A&P closed its store in the  Mountain  Park Plaza  Shopping
Center due to reduced  sales and  increased  competition.  The Company  received
rental  payments from the vacated tenant  pursuant to the terms of the lease. In
December  2000,  A&P bought out its lease for $300,000  and the Company  entered
into a new lease with Publix.  The former A&P space has been  demolished and the
reconstruction  of Publix was  completed  in July 2002.  The  Company's  cost to
reconstruct  this  space  totaled  approximately  $4,147,000  (prior  to  tenant
reimbursement of approximately  $662,000) of which approximately  $1,300,000 was
paid in 2001. Publix opened its new store to the public on July 11, 2002.

(iii) White Oaks Plaza shopping center,  located in Spindale,  NC, was deemed to
be impaired in the 4th quarter of 2001. The Company's  impairment  determination
was due to three anchors vacating their spaces and increased  competition in the
surrounding area. Two of these anchors, Walmart and Winn Dixie, are still paying
rent and are  current  in their rent  payments.  Using  undiscounted  cash flows
compared to the book value of approximately  $6.2 million resulted in a deficit,
indicating  impairment.  The Company  recognized  a loss on  impairment  of $2.5
million during the fourth quarter of 2001,  resulting from comparing  discounted
cash flows (at a market  discount  rate for this type of  property)  to the book
value.

(iv)  Office  Max,  one of the  anchor  tenants  of Town  West  which  was under
sublease,  vacated its space in February  2000 but the original  lessee is still
obligated to pay rent. The lessee stopped paying rent in April 2001 and has been
in default  since that date.  The Company has  reserved  50% of the  outstanding
balance of $150,783 at September 30, 2002 and has initiated  legal  proceedings.
The Company feels its case is strong and will recover the full amount owed.

(v) Food Lion,  located in Barclay Place,  closed its store in December 2000. It
is still  obligated to pay rent through the  expiration of its lease in December
2009. To date, Food Lion is current with all rent payments.

(vi) The Company was  notified  that  K-Mart,  which filed for  bankruptcy,  had
closed its store  located in the Centre Stage  Shopping  Center in  Springfield,
Tennessee  and has  rejected  the  lease  as of June 29,  2002.  The  store  has
approximately  86,479  square  feet  of  gross  leasable  area  and  represented
approximately  $397,000 in  annualized  base rent.  K-Mart has paid rent through
June 30, 2002.

Effective  July 3, 2002,  the Company  sold an out parcel  which was part of the
Rolling Hills Shopping Center for $500,000.  The out parcel had a carrying value
of  approximately  $151,000 and costs  associated with the sale of approximately
$23,000 which resulted in a gain of approximately $326,000.

In connection  with the Credit  Facility  (Note 4), the Company must comply with
various financial covenants including maximum loan to value ratios, interest and
fixed  charge  coverage  ratios,  and net worth  requirements.  Since the second
quarter  of 2001,  through  the  first  quarter  of  2002,  the  Company  was in
compliance  with all convenants  pertaining to this Credit  Facility except one.
The Company  was not in  compliance  with a covenant  requiring  that  aggregate
distributions  by the Company  during any  consecutive  four quarters not exceed
ninety percent of the Company's funds from  operations  ("FFO") for such period.
Unlike the covenant provisions based on adjusted net income,  under the covenant
in question, the Company's FFO is not adjusted for extraordinary or nonrecurring
items.  As a result,  FFO was  significantly  reduced by  nonrecurring  expenses
related to the termination of the POB transaction (Note 1). The Company received
a permanent  waiver of this  covenant  from each of the  syndicate  banks of the
Credit Facility for each of the quarters of non-compliance.

In November  2002, a  distribution  of  $1,933,111  ($.24 per share),  which was
declared in September  2002,  was paid to the  stockholders  from cash flow from
operations for the quarter ended September 30, 2002.

Management is not aware of any trends or events,  commitments or  uncertainties,
which  have not  otherwise  been  disclosed  that  will or are  likely to impact
liquidity in a material way.

                                       14


Results of Operations
---------------------

Rental  income  increased  approximately  $75,000 and $315,000 for the three and
nine months ended  September  30, 2002 as compared to 2001  primarily due to the
increase of minimum rent at Rolling Hills, Mountain Park and Westbird.

Tenant  reimbursements  increased  approximately  $249,000  and $604,000 for the
three and nine months  ended  September  30, 2002 as compared to 2001 due to the
increase of the  reimbursements  of common  charges at Westbird,  Winery Square,
Crossroads  and Townwest and the  reimbursements  of insurance  for Pablo Plaza,
Birdneck, Winery Square and Cape Henry.

Early lease  termination  increased  approximately  $719,000 for the nine months
ended  September  30,  2002  as  compared  to  2001  due to the  $750,000  lease
settlement with Safeway at Cactus Village.

Interest income decreased  approximately  $36,000 and $499,000 for the three and
nine months ended  September  30, 2002 as compared to 2001  primarily due to the
repayment of the Woodgate mortgage loan in April 2001.

Repairs and  maintenance  increased  approximately  $60,000 and $304,000 for the
three and nine months ended September 30, 2002 as compared to 2001 primarily due
to an increase in  miscellaneous  maintenance  costs of Westbird  and  Birdneck,
painting  costs at White Oak Plaza,  Town West and  Crossroads  and  landscaping
costs of Westbird and Winery Square.

Operating  expenses increased  approximately  $58,000 and $200,000 for the three
and nine months ended  September  30, 2002 as compared to 2001  primarily due to
the write-off of unamortized lease costs of Marketplace, Southgate and Governors
Square,  legal expenses of Cactus Village and Applewood and security expenses of
Winery Square, Oxford and Birdneck.

Interest expense decreased approximately $190,000 and $883,000 for the three and
nine months ended  September 30, 2002 as compared to 2001,  primarily due to the
lower interest rate of the Credit Facility.

Funds from Operations and Funds Available for Distribution
----------------------------------------------------------

Funds from  operations  ("FFO"),  represents  income (or loss)  before  minority
interest (computed in accordance with accounting  principles  generally accepted
in  the  United  States)  ("GAAP"),   excluding  gains  (or  losses)  from  debt
restructuring  or  repayments  and  sales of  property,  plus  depreciation  and
amortization  and  including  funds from  operations  for  unconsolidated  joint
ventures  calculated on the same basis.  Income computed in accordance with GAAP
includes straight-lining of property rentals for rent escalations in the amounts
of $17,364 and $23,788  and  $107,595  and $34,867 for the three and nine months
ended September 30, 2002 and 2001, respectively. FFO is calculated in accordance
with the  National  Association  of Real  Estate  Investment  Trusts  ("NAREIT")
definition.  FFO does not represent cash generated from operating  activities in
accordance with GAAP which is disclosed in the  Consolidated  Statements of Cash
Flows included in the financial  statements for the applicable  periods,  and is
not  necessarily  indicative of cash available to fund cash needs.  There are no
material legal or functional  restrictions  on the use of FFO. FFO should not be
considered  as an  alternative  to net income as an indicator  of the  Company's
operating  performance  or as an  alternative  to cash  flows  as a  measure  of
liquidity.   Management  considers  FFO  a  supplemental  measure  of  operating
performance  and  along  with cash flow  from  operating  activities,  financing
activities and investing activities, it provides investors with an indication of
the  ability  of the  Company  to  incur  and  service  debt,  to  make  capital
expenditures and to fund other cash needs.

Funds available for distribution ("FAD") represents FFO plus recurring principal
receipts from  mortgage  loans less  reserves for lease  commissions,  recurring
capital  expenditures  (excluding  property  acquisitions)  and  debt  principal
amortization.  FAD should not be  considered an  alternative  to net income as a
measure of the Company's  financial  performance  or to cash flow from operating
activities  (computed  in  accordance  with GAAP) as a measure of the  Company's
liquidity,  nor is it necessarily indicative of sufficient cash flow to fund all
of the Company's needs.

                                       15



FFO, as  calculated in accordance  with the NAREIT  definition,  and FAD for the
three and nine months ended  September  30, 2002 and 2001 are  summarized in the
following table:



(Dollars in thousands)

                                      ===========================     ===========================
                                          Three Months Ended               Nine Months Ended
                                              September 30,                   September 30,
                                      ---------------------------     ---------------------------
                                         2002            2001            2002             2001
                                      ---------------------------     ---------------------------
                                                                          
Income before minority interest       $     1,507     $       792     $     5,232     $     1,420
Depreciation and amortization
   of real property                         1,446           1,332           4,158           3,954
Depreciation and amortization
   from equity investments                     61              61             182             182
                                      -----------     -----------     -----------     -----------

Funds From Operations ("FFO")               3,014           2,185           9,572           5,556

Amortization of deferred financing
   costs                                      223             191             642             564
Principal payments received on
   mortgage loans                            --              --              --             3,217
Straight-lining of property rentals
   for rent escalations                       (18)            (24)           (108)            (35)
Improvements to real estate                  (639)           (701)         (5,936)         (2,301)
Principal repayments on notes
   payable                                    (87)            (80)           (264)           (243)
Leasing commissions and costs                (803)           (373)         (1,055)           (626)
                                      -----------     -----------     -----------     -----------

Funds Available for Distribution
   ("FAD")                            $     1,690     $     1,198     $     2,851     $     6,132
                                      ===========     ===========     ===========     ===========

Distributions to stockholders and
   minority interest                  $     2,175     $     2,116     $     6,640     $     6,349
                                      ===========     ===========     ===========     ===========

FFO payout ratio                             72.2%           96.9%           69.4%          114.3%
                                      ===========     ===========     ===========     ===========

Cash flows from:
Operating activities                  $     1,268     $     1,943     $     9,692     $     8,842
                                      ===========     ===========     ===========     ===========
Investing activities                  $      (677)    $      (835)    $    (5,961)    $      (145)
                                      ===========     ===========     ===========     ===========
Financing activities                  $    (2,204)    $    (2,222)    $    (4,303)    $    (5,120)
                                      ===========     ===========     ===========     ===========

Weighted average common shares
   and OP Units outstanding
   Basic                                8,819,911       8,817,496       8,819,715       8,816,399
                                      ===========     ===========     ===========     ===========

   Diluted                              8,821,095       8,823,635       8,828,974       8,823,039
                                      ===========     ===========     ===========     ===========


Forward-Looking Statements
--------------------------

Certain   statements  made  in  this  report  may  constitute   "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking  statements include statements  regarding the intent,  belief or
current  expectations  of the Company and its  management  and involve known and
unknown  risks,  uncertainties  and other  factors  which  may cause the  actual
results,  performance or achievements of the Company to be materially  different
from any future  results,  performance or  achievements  expressed or implied by
such forward-looking  statements.  Such factors include, among other things, the
following:  general  economic and business  conditions,  which will, among other
things,  affect the demand for retail space or retail  goods,  availability  and
creditworthiness  of  prospective  tenants,   lease  rents  and  the  terms  and
availability of financing; adverse changes in the real estate markets including,
among  other  things,  competition  with other  companies;  risks of real estate
development  and  acquisition;   governmental   actions  and  initiatives;   and
environment/safety  requirements.  Readers  are  cautioned  not to  place  undue
reliance on these  forward-looking  statements,  which speak only as of the date
hereof.

                                       16


Inflation
---------

Inflation  did not have a  material  effect  on the  Company's  results  for the
periods presented.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The debt  financing  used to raise capital for the  acquisition of the Company's
investments exposes the Company to fluctuations in market interest rates. Market
interest  rates are highly  sensitive to many  factors,  including  governmental
policies,  domestic and international political considerations and other factors
beyond the control of the Company.

Cash flows from the  Company's  investments  do not  fluctuate  with  changes in
market interest rates. In addition, as of September 30, 2002,  approximately 35%
of the Company's total notes payable  outstanding  are fixed rate notes,  and so
the  payments  on these  instruments  do not  fluctuate  with  changes in market
interest  rates. In contrast,  payments  required under the Credit Facility vary
based on market interest rates,  primarily the 30 day Euro-contract  rate. Thus,
an increase in market  interest  rates would result in increased  payments under
the Credit  Facility,  without a  corresponding  increase in cash flows from the
Company's investments in the same amounts. For example, based on the $45,693,000
outstanding  under the Credit  Facility  at  September  30,  2002,  the  Company
estimates that an increase of 1% in the 30 day Euro-contract rate would decrease
the Company's annual net income by approximately  $457,000; a 2% increase in the
30 day  Euro-contract  rate would  decrease  annual net income by  approximately
$914,000.  For the same  reasons,  a decrease  in market  interest  rates  would
generally  benefit the  Company,  as a result of  decreased  payments  under the
Credit Facility without corresponding decreases in cash flows from the Company's
investments.   Various  financial  vehicles  exist  which  would  allow  Company
management to mitigate the impact of interest rate fluctuations on the Company's
cash flows and earnings. Management may engage in such hedging strategies in the
future,  depending on management's analysis of the interest rate environment and
the costs and risks of such strategies.

Item 4.  Controls and Procedures

     (a)  Evaluation of Disclosure Controls and Procedures.  The Company's Chief
          Executive  Officer and Chief  Financial  Officer  have  evaluated  the
          effectiveness of the Company's  disclosure controls and procedures (as
          such  term is  defined  in Rules  13a-14(c)  and  15d-14(c)  under the
          Securities  Exchange Act of 1934, as amended (the "Exchange  Act")) as
          of a date  within 90 days prior to the filing  date of this  quarterly
          report  (the  "Evaluation  Date").  Based  on  such  evaluation,  such
          officers have concluded that, as of the Evaluation Date, the Company's
          disclosure controls and procedures are effective in alerting them on a
          timely  basis  to  material   information   relating  to  the  Company
          (including its consolidated  subsidiaries)  required to be included in
          the Company's reports filed or submitted under the Exchange Act.

     (b)  Changes in Internal  Controls.  Since the Evaluation  Date, there have
          not been any significant changes in the Company's internal controls or
          in other factors that could significantly affect such controls.


                                       17



                           PART II. OTHER INFORMATION


Item 1.   Legal Proceedings

          See Part 1. Financial Statements - Note 8 which is incorporated herein
          by reference.

Item 2.   Changes in Securities and Use of Proceeds - None

Item 3.   Defaults Upon Senior Securities and Use of Proceeds - None

Item 4.   Submission of Matters to a Vote of Security Holders - None

Item 5.   Other Information - None.

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits:

               99.1 Chief Executive Officer certification  pursuant to 18 U.S.C.
               Section  1350,  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.

               99.2 Chief Financial Officer certification  pursuant to 18 U.S.C.
               Section  1350,  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002.

               99.3 Amendment to Management Agreement.

          (b)  Reports on Form 8-K:

               Current  report  on form 8-K  relating  to the  extension  of the
               Management Agreement between the Company,  Insured I, Insured II,
               the OP and the Property  Manager,  dated  September  13, 2002 and
               filed September 26, 2002.

                                       18


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                               AEGIS REALTY, INC.
                                  (Registrant)




Date:  November 12, 2002            By: /s/ Stuart J. Boesky
                                        --------------------
                                        Stuart J. Boesky
                                        Director, Chairman of the
                                        Board, President and
                                        Chief Executive Officer




Date:  November 12, 2002            By: /s/ Stuart A. Rothstein
                                        -----------------------
                                        Stuart A. Rothstein
                                        Chief Financial Officer




                                  CERTIFICATION


I, Stuart J. Boesky, hereby certify that:


     1.   I have  reviewed this  quarterly  report on Form 10-Q of Aegis Realty,
          Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary  in  order  to make  the  statements  made,  in light of the
          circumstances  under which such  statements  were made, not misleading
          with respect to the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

          a) designed  such  disclosure  controls and  procedures  to ensure the
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

          c)  presented  in this  quarterly  report  our  conclusions  about the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's   board  of  directors  or  persons
          performing the equivalent functions:

          a) all significant deficiencies in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
          other  employees  who  have a  significant  role  in the  registrant's
          internal controls; and

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.



Date:  November 12, 2002                          By:  /s/ Stuart J. Boesky
       -----------------                               --------------------
                                                       Stuart J. Boesky
                                                       Chief Executive Officer
                                                       November 14, 2002





                                 CERTIFICATION


I, Stuart A. Rothstein, hereby certify that:


     1.   I have  reviewed this  quarterly  report on Form 10-Q of Aegis Realty,
          Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary  in  order  to make  the  statements  made,  in light of the
          circumstances  under which such  statements  were made, not misleading
          with respect to the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

          a) designed  such  disclosure  controls and  procedures  to ensure the
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

          c)  presented  in this  quarterly  report  our  conclusions  about the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's   board  of  directors  or  persons
          performing the equivalent functions:

          a) all significant deficiencies in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
          other  employees  who  have a  significant  role  in the  registrant's
          internal controls; and

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.



Date:  November 12, 2002                          By:  /s/ Stuart A. Rothstein
       -----------------                               -----------------------
                                                       Stuart A. Rothstein
                                                       Chief Financial Officer
                                                       November 14, 2002



                                                                    Exhibit 99.1

                            CERTIFICATION PURSUANT TO
                             18.U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Aegis Realty, Inc. (the "Company") on
Form 10-Q for the period ending  September 30, 2002 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"),  I, Stuart J. Boesky,
Chief Executive Officer of the Company,  certify,  pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that:


     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and


     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.



By:  /s/ Stuart J. Boesky
     --------------------
     Stuart J. Boesky
     Chief Executive Officer
     November 12, 2002



                                                                    Exhibit 99.2


                            CERTIFICATION PURSUANT TO
                             18.U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Aegis Realty, Inc. (the "Company") on
Form 10-Q for the period ending  September 30, 2002 as filed with the Securities
and  Exchange  Commission  on the date  hereof  (the  "Report"),  I,  Stuart  A.
Rothstein,  Chief  Financial  Officer of the  Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:


     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and


     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.



By:  /s/ Stuart A. Rothstein
     -----------------------
     Stuart A. Rothstein
     Chief Financial Officer
     November 12, 2002




                        AMENDMENT OF MANAGEMENT AGREEMENT


     This AMENDMENT OF MANAGEMENT  AGREEMENT,  dated as of October 1, 2001 (this
"Amendment")  by and between AEGIS REALTY,  INC.,  SUMMIT  INSURED  EQUITY L.P.,
SUMMIT INSURED EQUITY II L.P. and AEGIS REALTY  OPERATING  PARTNERSHIP,  L.P. as
("OWNER") and RCC PROPERTY ADVISORS ("RCC"), a Florida General  Partnership,  by
its General  Partner,  APH  Associates,  Inc.  Capitalized  terms not  otherwise
defined in this Amendment shall have the meanings  ascribed to such terms in the
Management Agreement (defined below).

                              W I T N E S S E T H :

     WHEREAS,  OWNER and RCC entered  into that  certain  Management  Agreement,
dated October 1, 1997 (the "Management  Agreement"),  which Management Agreement
is automatically renewed unless terminated by either party; and

     WHEREAS,  OWNER has announced that it has retained an investment advisor to
assist OWNER in developing a marketing strategy to pursue a sale of the OWNER or
its assets (the "Liquidation Proposal"); and

     WHEREAS,   OWNER's  advisor,  Related  Aegis,  Inc.,  sought  to  retain  a
third-party property manager to manage OWNER's portfolio following  announcement
of the  Liquidation  Proposal and  determined  that such property  managers were
unwilling to undertake such engagement  without payment of (i) a termination fee
equal to from 1% to 3% and (ii) property management fees substantially in excess
of those currently charged by RCC; and

     WHEREAS,  OWNER  desires to  continue  to retain  RCC to  provide  property
management and leasing  services with respect to the PROJECTS for  consideration
which is not in excess of the market  rates and terms for the areas in which the
PROJECTS are located; and

     WHEREAS,  RCC desires to perform property management services and OWNER and
RCC desire to amend the Management Agreement to reflect market rate compensation
in light of the Liquidation Proposal.

     NOW, THEREFORE, the Management Agreement is hereby amended as follows:

     1. Section 9.01 and Section 9.02 of the Management  Agreement is amended by
replacing the existing Sections 9.01 and 9.02 with the following:








          9.01 This Agreement shall commence on the 1st day of October 1997, and
          shall continue in full force and effect for an INITIAL TERM of one (1)
          year from such  commencement  date,  and on and after October 1, 2001,
          shall be  automatically  extended  for  successive  terms of three (3)
          years, unless either party elects not to extend the term by delivering
          written  notice to the other party at least  ninety (90) days prior to
          the  expiration of the then existing term, or unless this Agreement is
          otherwise terminated as hereinafter provided.

          9.02 RCC may terminate this Agreement  after not less than thirty (30)
          days notice to OWNER.

     2. New Section 9.07 is hereby added to the Management Agreement as follows:





          9.07 Upon the  transfer of title to the a PROJECT by OWNER to a person
          or entity that is  independent  of OWNER,  either party may  terminate
          this Agreement with respect to such PROJECT,  provided,  however, that
          in the event OWNER  terminates this  Agreement,  OWNER shall pay RCC a
          fee equal to 1.00% of the gross  sales price of the  PROJECT(S)  sold;
          and provided  further,  that if OWNER  executes a contract for sale or
          option to sell a PROJECT,  OWNER shall forthwith notify RCC in writing
          that said contract has been executed and as to the approximate closing
          date.


     3. Except as otherwise modified by this Amendment, the Management Agreement
remains unchanged and is in all respects ratified and confirmed.

                            [Signature Page Follows]







     IN WITNESS  WHEREOF,  the  undersigned  have  caused this  Amendment  to be
executed as of the day and year first above written.


                                            OWNER: AEGIS REALTY, INC.:

                                            By:  /s/ Stuart J. Boesky
                                                 --------------------
                                                 Stuart J. Boesky


                                            OWNER: SUMMIT INSURED EQUITY L.P.

                                            By:  /s/ Stuart J. Boesky
                                                 --------------------
                                                 Stuart J. Boesky


                                            OWNER: SUMMIT INSURED EQUITY II,L.P.

                                            By:  /s/ Stuart J. Boesky
                                                 --------------------
                                                 Stuart J. Boesky


                                            OWNER: AEGIS REALTY OPERATING
                                            PARTNERSHIP, L.P.

                                            By:  /s/ Stuart J. Boesky
                                                 --------------------
                                                 Stuart J. Boesky


                                            RCC PROPERTY ADVISORS, a Florida
                                            Partnership
                                            By:  APH ASSOCIATES, INC., a
                                                 General Partner

                                            By:  /s/ Stuart A. Rothstein
                                                 -----------------------
                                                 Stuart A. Rothstein