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 March 31, 2001


                                       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 ___







                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                       AEGIS REALTY, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                                                     ------------ ------------
                                                       March 31,  December 31,
                                                          2001          2000
                                                     -----------    -----------
                                                     (Unaudited)
ASSETS
Real estate, net                                     $174,772,156 $175,156,729
Investment in partnerships                              5,702,834    5,746,841
Mortgage loan receivable                                3,157,399    3,170,322
Loans receivable from affiliate                         2,306,986    2,312,543
Cash and cash equivalents                               3,545,064    1,474,473
Accounts receivable-tenants, net of allowance for
   doubtful accounts of $438,000 and $383,000,
   respectively                                         2,598,270    3,215,665
Deferred costs, net                                     5,675,339    5,679,884
Other assets                                              709,820       937,486
                                                   ----------------------------

   Total Assets                                      $198,467,868 $197,693,943
                                                      ===========  ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
   Notes payable                                    $  66,389,955$  64,972,605
   Accounts payable and other liabilities               4,638,859    4,476,477
   Distributions payable                                2,116,061    2,115,590
                                                    --------------------------

   Total Liabilities                                   73,144,875   71,564,672
                                                     ------------ ------------

Minority interest of unitholders in the
   Operating Partnership                                6,869,841    6,941,884
                                                    --------------------------

Commitments and Contingencies

Shareholders' equity:
   Common stock; $.01 par value;
     50,000,000 shares authorized; 8,051,141
     and 8,049,179 shares issued and outstanding
     in 2001 and 2000, respectively                        80,511       80,491
   Additional paid in capital                         125,359,033  125,339,053
   Distributions in excess of net income               (6,986,392)   (6,232,157)
                                                    ------------- -------------

   Total Shareholders' Equity                         118,453,152  119,187,387
                                                      -----------  -----------
   Total Liabilities and Shareholders' Equity        $198,467,868 $197,693,943
                                                      ===========  ===========





                       AEGIS REALTY, INC. AND SUBSIDIARIES
                        Consolidated Statements of Income
                                   (Unaudited)


                                                           Three Months Ended
                                                                March 31,
                                                       2001             2000
                                                      -------------------------
Revenues:

   Rental income                                      $  4,996,183$  5,187,635
   Tenant reimbursements                                1,251,550  1,150,940
   Income from equity investments                          96,349    101,592
   Interest income                                        129,511    133,679
   Other                                                     42,398     185,913
                                                      -------------------------
   Total revenues                                       6,515,991  6,759,759
                                                      ----------------------

Expenses:

   Repairs and maintenance                                404,125    505,043
   Operating                                              713,688    667,581
   Real estate taxes                                      619,946    612,901
   Interest                                             1,273,561  1,186,856
   General and administrative                             515,431    462,291
   Depreciation and amortization                        1,453,112  1,215,844
   Other                                                   246,345     296,194
                                                      ------------------------
   Total expenses                                       5,226,208  4,946,710
                                                      ----------------------

Income before minority interest                         1,289,783  1,813,049

Minority interest in income of
   the Operating Partnership                              (111,744)    (159,856)
                                                      ------------ ------------

Net income                                            $  1,178,039$  1,653,193
                                                       =========== ===========

Net income per share:

   Basic                                           $          .15   $        .21
                                                    =============== ===========

   Diluted                                         $         .15    $        .21
                                                    =============== ===========

Weighted average shares
   outstanding:

   Basic                                                8,050,487  8,048,032
                                                      ===========  ===========

   Diluted                                              8,050,487  8,048,032
                                                      ===========  ===========







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





                                                                   Additional          Distributions
                                         Common Stock                Paid-in            in Excess of
                                    --------------------
                                    Shares     Amount                Capital            Net Income            Total
                                    ------     ------                -------            ----------            -----

Balance at
                                                                                         
   January 1, 2001                8,049,179      $80,491         $125,339,053           $(6,232,157)    $119,187,387

Net income                                0            0                                  1,178,039        1,178,039
Issuance of shares of
   common stock                       1,962           20               19,980                     0           20,000
Distributions                             0            0                    0            (1,932,274)      (1,932,274)
                            ---------------   ----------        ------------------       ----------    -------------

Balance at
   March 31, 2001                 8,051,141      $80,511         $125,359,033           $(6,986,392)    $118,453,152
                                  =========       ======          ===========            ==========      ===========


See accompanying notes to consolidated financial statements








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

                                                        Three Months Ended
                                                             March 31,
                                                        2001          2000
                                                     ---------     -----------
Cash flows from operating activities:
Net income                                             $1,178,039   $1,653,193
Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation and amortization                        1,393,303    1,230,053
   Minority interest in income of
     the Operating Partnership                            111,744      159,856
   Distributions from equity investments
     in excess of income                                   33,474       19,978
   Changes in operating assets and liabilities:
   Accounts receivable-tenants                            562,912      (95,254)
   Allowance for doubtful accounts                         54,483       39,814
   Other assets                                          (148,057)    (222,264)
   Due to Advisor and affiliates                          420,723      128,219
   Accounts payable and other liabilities                 162,382       19,664
   Leasing commissions and costs                          (58,872)    (250,864)
                                                      -----------   ----------
     Total adjustments

   Net cash provided by operating activities            3,710,131    2,682,395
                                                        ---------    ---------

Cash flows from investing activities:
   Improvements to real estate                           (889,033)    (951,803)
   Dispositions of real estate                             99,741            0
   Increase in deferred acquisition expenses             (156,793)     (23,920)
   Increase in loans made to affiliate                          0     (255,937)
   Repayments of loans receivable from affiliate            5,557        4,793
   Principal payments received on mortgage loans            9,365        8,565
                                                     -------------------------

   Net cash used in investing activities                 (931,163)  (1,218,302)
                                                       ----------   ----------

Cash flows from financing activities:
   Proceeds from notes payable                          1,500,000    1,000,000
   Periodic repayments of notes payable                   (82,650)    (251,914)
   Distributions paid to shareholders                  (1,931,803)  (1,931,246)
   Increase in deferred loan costs                        (10,137)     (20,885)
   Distributions paid to minority interest               (183,787)    (144,878)
                                                       ----------  -----------
   Net cash used in financing activities                 (708,377)  (1,348,923)
                                                       ----------   ----------






Net increase in cash and cash equivalents               2,070,591      115,170

Cash and cash equivalents at the beginning of
   the period                                           1,474,473    2,226,295
                                                       ----------   ----------

Cash and cash equivalents at the end of the period    $ 3,545,064  $ 2,341,465
                                                       ==========   ==========

Supplemental information:
   Interest paid                                      $ 1,009,565  $ 1,186,856
                                                       ==========   ==========









                       AEGIS REALTY, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                 March 31, 2001
                                   (Unaudited)

Note 1 - General


Aegis Realty, Inc. (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 March 31,  2001,  the  Company  owned a  portfolio  of 28 retail
properties (the "Retail  Properties")  containing a total of  approximately  3.0
million gross leaseable square feet, held partnership  interests in two suburban
garden  apartment  properties (the  "Multifamily  Properties")  and held one FHA
insured  participating  mortgage secured by a suburban garden apartment property
(the "FHA Mortgage").

The Company is governed by a board of  directors  comprised  of two  independent
directors and three  directors who are affiliated  with Related  Capital Company
("Related"),  a nationwide,  fully  integrated  real estate  services  firm. 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 March
31, 2001. Also, at March 31, 2001, 5.54% of the OP Units are held by the sellers
of three of the Retail Properties and 3.15% by affiliates of Related.

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.

The accompanying  financial  statements 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 March 31, 2001 and the results of
its  operations and its cash flows for the three months ended March 31, 2001 and
2000.  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  should 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, 2000.

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.

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

SFAS No. 133,  "Accounting for Derivative  Instruments  and Hedging  Activities"
establishes  accounting  and  reporting  standards for  derivative  instruments,
including certain derivative  instruments  embedded in other contracts,  and for
hedging  activities.  It was implemented for the Company beginning on January 1,
2001. Because the Company does not utilize  derivatives,  implementation of this
statement did not have a material effect on the Company's financial statements.

Certain  amounts in the 2000  financial  statements  have been  reclassified  to
conform to the 2001 presentation.

On  December  21,  2000,  the  Company  entered  into a  definitive  acquisition
agreement  to acquire a  portfolio  of 19 shopping  centers  and several  retail
development   opportunities   (the  "Acquisition   Transaction")   from  Dallas,
Texas-based P.O'B.  Montgomery & Company (and its investment  partners) ("POB").
Under  the terms of the  acquisition  agreement,  Aegis has  agreed to pay POB a
total of $203.5 million,  comprised of cash,  Aegis common shares and assumption
of debt  encumbering  the  acquired  shopping  centers.  As a  condition  to the
Acquisition  Transaction,  Aegis would  terminate  its  advisory  agreement  and
acquire the assets of the  Company's  property  manager,  terminate the property
management,  and internalize  those  management  functions.  The Advisor will be
entitled to certain fees should the Acquisition Transaction be completed.  Aegis
originally  expected to close the  acquisition  transaction in late Spring 2001,
subject to stockholder approval. Certain stockholders have raised concerns about
the transaction. Aegis is currently considering those concerns and is engaged in
discussions  with POB,  which may or may not result in  material  changes to the
transaction as previously announced.  The Acquisition  Transaction is subject to
Aegis' stockholder approval and customary conditions.

Note 2 - Real Estate

The components of real estate are as follows:
                                                        March 31,  December 31,
                                                         2001           2000
                                                     ------------ ----------

Land                                                $  40,252,075  $  40,267,037
Buildings and improvements                            163,144,683  162,348,285
                                                      -----------  -----------
                                                      203,396,758   202,615,322
Less:  Accumulated depreciation                       (28,624,602) (27,458,593)
                                                     ------------ ------------

                                                     $174,772,156  $175,156,729
                                                     ============  ============

Amounts  estimated to be recoverable  from future  operations and ultimate sales
are greater than the carrying  value of each  property  owned at March 31, 2001.
However, the carrying value of certain properties may be in excess of their fair
value as of such date.

Note 3 - Deferred Costs

The components of deferred costs are as follows:
                                                       March 31,    December 31,
                                                        2001           2000
                                                     ----------      --------

Deferred loan costs                                   $ 3,422,809  $ 3,437,672
Deferred leasing commissions and costs                  2,726,088    2,667,216
Deferred acquisition expenses                           1,544,381    1,387,588
                                                       ----------   ----------
                                                       7,693,278      7,492,476

Less:  Accumulated amortization                        (2,017,939)  (1,812,592)
                                                       ----------   ----------

                                                      $ 5,675,339   $ 5,679,884
                                                      ===========   ===========

Included in deferred  acquisition  expenses at March 31, 2001, is  approximately
$1,275,000,  in expenses  incurred to date by the Company in connection with the
proposed Acquisition Transaction.

NOTE 4 - Notes Payable

As of March 31, 2001 and December 31, 2000, the Company had notes payable with
outstanding balances totaling $66,389,955 and $64,972,605, respectively. Further
information regarding the notes is as follows:


                                                                                           Collateral/
                  Date of                      Monthly                                       Carrying
                   Note/                      Payment       Outstanding     Outstanding       Value at
                 Maturity     Interest      of Principal      Balance         Balance        March 31,
Noteholder        Date          Rate        and Interest     at 3/31/01     at 12/31/00         2001
----------     ----------     ---------     ------------     ----------     -----------     -------------

                                                                      
(a)     12/30/97     (b)     Interest     $43,193,000     $41,693,000 (c) (h)
          12/29/03            only


Heller      6/24/97 (d)       8.50%         $19,992        2,516,866        2,523,267     Barclay Place/
 Financial, Inc.
            7/1/17                                                                         $3,966,411


Nomura     10/28/97 (e)         7.54%       $33,130        3,772,573          3,800,498     Village At
Asset Capital  11/11/22                                                                    Waterford/
Corporation                                                                                $6,207,508


Chase Bank     12/16/96 (f)     8.875%     $51,717         6,275,248        6,290,934     Oxford Mall/
               1/1/07                                                                     $8,720,500

Merrill Lynch   9/18/97 (g)     7.73%     $79,509     10,632,268     10,664,906         Southgate/
Credit          10/1/07                               ---------     ----------         $15,666,279
Corporation
                                                    $66,389,955     $64,972,605
                                                   ==========      ==========



(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%).

(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 5.125% at March 31, 2001.

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

(d) Note was assumed  upon  purchase of the property by the Company on March 31,
1998.

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

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

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

(h) The Credit Facility was  collateralized at March 31, 2001 by nineteen Retail
Properties,  one investment in a partnership and one Mortgage Loan with carrying
values of $109,744,786,  $5,040,221 and $3,157,399,  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).

Note 5 - Common Stock

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 March 31, 2001 and December 31, 2000, 3,357
and  2,376  shares,  respectively,  having  an  aggregate  value  at the date of
issuance of $32,500 and $22,500,  respectively,  have been issued to each of the
Company's two independent directors as compensation for their services.

Note 6 - Related Party Transactions

Pursuant to the Advisory  Agreement,  the Advisor  receives (i) acquisition fees
equal to 3.75% of the acquisition prices 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  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, 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. 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 months ended March 31, 2001
and 2000 were as follows:
                                                            Three Months Ended
                                                                 March 31,
                                                             2001        2000
                                                        ----------------------

Expense reimbursement                                   $  70,112  $  69,895
Property management fees                                  317,845    281,557
Leasing commissions and costs                              78,469    183,495
Asset management fee                                      193,087    193,780
                                                          -------    -------

                                                        $659,513    $728,727
                                                        ========    ========


Note 7 - Earnings Per Share

Basic and  diluted  net  income per share in the amount of $.15 and $.21 for the
three months ended March 31, 2001 and 2000, respectively,  equals net income for
the periods ($1,178,039 and $1,653,193,  respectively),  divided by the weighted
average number of shares  outstanding for the periods  (8,050,487 and 8,048,032,
respectively).

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
March  31,  2001  and  2000  into an  additional  765,780  and  777,213  shares,
respectively,  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.

On or about  February  8, 2001,  a complaint  was filed in the New York  Supreme
Court,  County of New York, against the Advisor.  Also individually named in the
suit were Messrs.  Boesky,  Hirmes, Ross, Brenner, Allen and Fisch, each of whom
is either a director of Aegis or the Advisor.  Aegis was also named as a nominal
defendant.  The action is entitled Paul v. The Related  Companies  L.P., et al.,
Index No.  01-600669,  and is purportedly a class and derivative  action.  On or
about March 23, 2001, a second action, entitled Schnipper v. Aegis Realty, Inc.,
et al., Case No. 219736-V, was filed in the Circuit Court for Montgomery County,
Maryland  against  Aegis  and each of Aegis'  five  directors  (Messrs.  Boesky,
Brenner,  Hirmes, Allen and Fisch).  Schnipper is purportedly brought as a class
action.  On or  about  April  2,  2001,  a third  action,  entitled  Opportunity
Partners,  L.P. v. Stuart J. Boesky, et al., Civ. No. 24-C-01-001579,  was filed
in the Circuit  Court for  Baltimore  County,  Maryland  against,  among others,
Aegis,  each of its five directors,  and the Advisors.  Opportunity  Partners is
purportedly a class and derivative action. Each suit alleges that the defendants
breached  their  fiduciary  duties to the Aegis  stockholders  by,  among  other
things,  committing Aegis to pay unwarranted fees and other consideration to the
Advisor and the Property Manager. The actions seek money damages, injunctive and
declaratory  relief and attorneys'  fees. The transaction at issue in each suit,
however, was approved by Aegis' independent directors (Messrs. Allen and Fisch),
who first  obtained  legal  advice and two  fairness  opinions  from  nationally
recognized   investment  banking  firms  before  approving  those  transactions.
Additionally,  the transaction at issue is subject to Aegis stockholder approval
and will be submitted for a vote of the Aegis stockholders after proxy materials
describing that  transaction are disseminated to the Aegis  stockholders.  Aegis
intends to defend all three actions vigorously.  On or about April 16, 2001, the
defendants filed motions to dismiss the complaint in Paul. The defendants' times
to answer in Schnipper  and  Opportunity  Partners  have not yet  expired.  With
respect to the  allegations in the lawsuits,  the  defendants  have advised that
they continue to believe that the  transaction is fair and reasonable and in the
best interests of Aegis and its  stockholders and will be submitted for approval
by a vote of the Aegis stockholders.

The Company  believes that it has meritorious  defenses to the claims brought in
the lawsuit  described above, but is unable to predict the effect of the outcome
of this lawsuit on the Company's financial  position,  results of operations and
cash flows. In addition,  the timing of the final  resolution of this proceeding
is uncertain.  No provision has been recorded on the financial statements of the
Company to reflect the above litigation.

Except  for the  lawsuit  described  above,  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

On April 23,  2001,  the owner of  Woodgate  Manor sold the  property to a third
party.  The Company  received  proceeds of $3.5 million from the  borrower.  The
carrying  value of the Company's  mortgage and equity loans were $3.2 million at
the date of sale.






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

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

The Company has initiated a focused business/strategic plan designed to increase
funds from operations  ("FFO") and to enhance the value of its stock over a long
term horizon. The plan concentrates  principally on external growth and internal
growth.

The Company requires long-term  financing 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 shareholders.  The primary source of the Company's
short-term liquidity needs are the cash flow received from the Retail Properties
and interest income.

As a REIT,  the Company is required  to  distribute  at least 90% of its taxable
income to maintain REIT status.  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:

(i)  Geographic diversity of its portfolio of real estate and its mortgage note.

(ii) 46% of total revenues for the three months ended March 31, 2001 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 three
months ended March 31, 2001.

(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.

(vi) Maintaining and physically updating its portfolio of real estate such that
the properties remain competitive in their market areas in terms of occupancy
and rents.

During the three months ended March 31, 2001,  cash and cash  equivalents of the
Company and its consolidated  subsidiaries increased  approximately  $2,071,000.
This  increase  was  primarily  due to cash  provided  by  operating  activities
($3,710,000)  and net proceeds from notes payable  ($1,417,000)  which  exceeded
improvements  to real estate  ($889,000),  an  increase in deferred  acquisition
expenses  ($157,000),   distributions  paid  to  shareholders  ($1,932,000)  and
distributions paid to minority interest ($184,000).  Included in the adjustments
to  reconcile  the net  income  to cash  provided  by  operating  activities  is
depreciation and amortization in the amount of $1,393,000.

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, in future years, the Company's operating
expenditures, debt service and distributions.

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

(i) Safeway,  the anchor  tenant of Cactus  Village  Shopping  Center closed its
facility in December 1991 due to poor sales. The tenant continues to fully abide
by all significant aspects of its lease which will expire in September 2006. The
Company  is  actively  pursuing  potential   replacement   tenants  and  at  the
appropriate  time,  hopes to be able to negotiate a termination  agreement  with
Safeway.

(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,  who is expected to take physical occupancy in the
third quarter of 2001.

(iii) Three of White Oaks  Plaza's  anchors  have  vacated  their  spaces.  Two,
Wal-mart  and  Winn-Dixie,  are still  paying rent and are current in their rent
payments.

(iv)  Office  Max,  one of the  anchor  tenants  of Town  West  which  was under
sublease,  vacated  its space in February  2000.  The  original  lessee is still
obligated to pay rent on the space  through  January 2004. As of March 31, 2001,
the tenant had paid all base rent payments.  Beginning  April 2001, the original
lessee has ceased  paying  rent.  As of May 9, 2001,  the total  unpaid rent was
$24,649.


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

In May 2001, a distribution of $1,932,274  ($.24 per share),  which was declared
in March 2001, was paid to the  stockholders  from cash flow from operations for
the quarter ended March 31, 2001.

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.

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

Rental income decreased  approximately $191,000 for the three months ended March
31, 2001 as compared to 2000  primarily due to the decrease of  percentage  rent
for  White  Oak  Plaza,  Pablo  Plaza,  Westbird  and  Oxford  Mall and  minimum
unrealized  straight line rent of Highland Fair,  Westbird and Pablo Plaza. This
was offset by the increase in concession  free rent of Highland Fair,  Westbird,
and Pablo Plaza and minimum  rent of Pablo  Plaza,  Governors  Square and Marion
City Square.

Tenant  reimbursements  increased  approximately  $101,000  for the three months
ended  March  31,  2001  as  compared  to  2000  due  to  the  increase  of  the
reimbursements of common charges of Pablo Plaza,  Crossroads East, Mountain View
and  Townwest  and the  reimbursements  of real  estate  taxes of  Pablo  Plaza,
Southgate, Southaven and Westbird.

Other income decreased  approximately  $144,000 for the three months ended March
31, 2001 as compared to 2000 due to the one time lease  settlements  from Marion
City and White Oak Plaza in the first quarter of 2000.

Repairs and maintenance  decreased  approximately  $101,000 for the three months
ended March 31, 2001 as  compared to 2000  primarily  due to an decrease in snow
removal at White Oak Plaza, Marion City Square, Marketplace and Kokomo Plaza and
roof repairs at Winery Square, Oxford Mall and Dunlap Village.

Operating  expense  increased  approximately  $46,000 for the three months ended
March 31, 2001 as compared to 2000 primarily due to the increase in the property
management fee expense of Emporia West,  Mountain Park and Winery Square and the
legal expense of Pablo Plaza.

Interest  expense  increased  approximately  $87,000 for the three  months ended
March  31,  2001 as  compared  to 2000 due to the  increase  in the  outstanding
principal  balance of the Credit  Facility  offset by the payoff of the New York
Life note payable.

General and administrative expense increased approximately $53,000 for the three
months  ended March 31,  2001 as compared to 2000 due to the  increase in public
relations, other state income taxes and other fees.

Depreciation and  amortization  increased  approximately  $237,000 for the three
months ended March 31, 2001 as compared to 2000 primarily due to the increase in
depreciation of Westbird,  Governor's Square and Pablo Plaza and the increase in
amortization of the Credit Facility deferred financing fees.

Other expenses decreased approximately $50,000 for the three months ended March
31, 2001 as compared to 2000 primarily due to the decrease of abandoned projects
offset by an increase in insurance.

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

Funds from  operations  ("FFO"),  represents net income  (computed in accordance
with generally accepted  accounting  principles)  ("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. Net income computed
in accordance with GAAP includes  straight-lining  of property  rentals for rent
escalations  in the amounts of $15,426 and  $111,043  for the three months ended
March 31, 2001 and 2000, 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.

FFO, as  calculated in accordance  with the NAREIT  definition,  and FAD for the
three  months  ended March 31,  2001 and 2000 are  summarized  in the  following
table:

                                                          Three Months Ended
                                                                 March 31,
                                                             2001         2000
                                                        -----------------------

Net income                                            $  1,178,039  $1,653,193
Depreciation and amortization of
   real property                                        1,283,279  1,122,171
Depreciation and amortization from equity investments      60,362     60,469
                                                      -----------------------

Funds From Operations ("FFO")                           2,521,680  2,835,833

Amortization of deferred financing costs                  183,924    107,882
Principal payments received on mortgage loans               9,365    8,565
Straight-lining of property rentals for rent escalations  (15,426)   (111,043)
Improvements to real estate                              (889,033)  (951,803)
Principal repayments on notes payable                     (82,650)  (132,668)
Leasing commissions                                        (39,272)  (222,364)
                                                      ------------ ----------

Funds Available for Distribution
   ("FAD")                                            $  1,688,588  $ 1,534,402
                                                       =========== ===========

Distributions to shareholders                         $  1,932,274  $1,931,803
                                                       =========== ===========

FFO payout ratio                                              76.6%      68.1%
                                                    ===============   ==========

Cash flows from:
Operating activities                                 $  3,710,131$  2,682,395
                                                       =========== ===========
Investing activities                                 $    (931,163)$ (1,218,302)
                                                      ============  ===========
Financing activities                                 $    (708,377)$ (1,348,923)
                                                      ============  ===========

Weighted average common shares outstanding              8,050,487      8,048,032
                                                      ===========    ===========
Weighted average common shares and OP Units
   outstanding                                          8,816,267  8,825,245
                                                      ======================

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.

Inflation
---------

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

Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------

The debt  financing  used to raise capital for the  acquisition of the Company's
investments expose 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 March 31, 2001,  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 $43,193,000
outstanding  under the Credit Facility at March 31, 2001, 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  $432,000;  a 2% increase in the 30
day  Euro-contract  rate  would  decrease  annual  net  income by  approximately
$864,000.  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.





                           PART II. OTHER INFORMATION


Item 1.    Legal Proceedings

On or about  February  8, 2001,  a complaint  was filed in the New York  Supreme
Court,  County of New York, against the Advisor.  Also individually named in the
suit were Messrs.  Boesky,  Hirmes, Ross, Brenner, Allen and Fisch, each of whom
is either a director of Aegis or the Advisor.  Aegis was also named as a nominal
defendant.  The action is entitled Paul v. The Related  Companies  L.P., et al.,
Index No.  01-600669,  and is purportedly a class and derivative  action.  On or
about March 23, 2001, a second action, entitled Schnipper v. Aegis Realty, Inc.,
et al., Case No. 219736-V, was filed in the Circuit Court for Montgomery County,
Maryland  against  Aegis and each of Aegis's  five  directors  (Messrs.  Boesky,
Brenner,  Hirmes, Allen and Fisch).  Schnipper is purportedly brought as a class
action.  On or  about  April  2,  2001,  a third  action,  entitled  Opportunity
Partners,  L.P. v. Stuart J. Boesky, et al., Civ. No. 24-C-01-001579,  was filed
in the Circuit  Court for  Baltimore  County,  Maryland  against,  among others,
Aegis,  each of its five directors,  and the Advisors.  Opportunity  Partners is
purportedly a class and derivative action. Each suit alleges that the defendants
breached  their  fiduciary  duties to the Aegis  stockholders  by,  among  other
things,  committing Aegis to pay unwarranted fees and other consideration to the
Advisor and the Property Manager. The actions seek money damages, injunctive and
declaratory  relief and attorneys'  fees. The transaction at issue in each suit,
however, was approved by Aegis' independent directors (Messrs. Allen and Fisch),
who first  obtained  legal  advice and two  fairness  opinions  from  nationally
recognized   investment  banking  firms  before  approving  those  transactions.
Additionally,  the transaction at issue is subject to Aegis stockholder approval
and will be submitted for a vote of the Aegis stockholders after proxy materials
describing that  transaction are disseminated to the Aegis  stockholders.  Aegis
intends to defend all three actions vigorously.  On or about April 16, 2001, the
defendants filed motions to dismiss the complaint in Paul. The defendants' times
to answer in Schnipper  and  Opportunity  Partners  have not yet  expired.  With
respect to the  allegations in the lawsuits,  the  defendants  have advised that
they continue to believe that the  transaction is fair and reasonable and in the
best interests of Aegis and its  stockholders and will be submitted for approval
by a vote of the Aegis stockholders.

The Company  believes that it has meritorious  defenses to the claims brought in
the lawsuit  described above, but is unable to predict the effect of the outcome
of this lawsuit on the Company's financial  position,  results of operations and
cash flows. In addition,  the timing of the final  resolution of this proceeding
is uncertain.  No provision has been recorded on the financial statements of the
Company to reflect the above litigation.

Except  for the  lawsuit  described  above,  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.

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

Item 3.    Defaults Upon Senior Securities - 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: None

       (b) Reports on Form 8-K:

           No reports on Form 8-K were filed during this quarter.








                                   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:  May 12, 2001                 By:
                                        -----------------------------------
                                        Stuart J. Boesky
                                        Director, Chairman of the
                                        Board, President and
                                        Chief Executive Officer




Date:  May 12, 2001                 By:
                                        -----------------------------------
                                        Michael I. Wirth
                                        Chief Financial Officer








                                   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:  May 12, 2001                 By: /s/ Stuart J. Boesky
                                        --------------------
                                        Stuart J. Boesky
                                        Director, Chairman of the
                                        Board, President and
                                        Chief Executive Officer




Date:  May 12, 2001                 By: /s/ Michael I. Wirth
                                        --------------------
                                        Michael I. Wirth
                                        Chief Financial Officer