U S RESTAURANT PROPERTIES INC
15-12B, 1997-12-16
REAL ESTATE INVESTMENT TRUSTS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                                 

                                     FORM 15

CERTIFICATION  AND NOTICE OF TERMINATION OF REGISTRATION  UNDER SECTION 12(g) OF
THE SECURITIES  EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                           Commission File Number             1-9079
                                                 ------------------------------
                     U.S. RESTAURANT PROPERTIES MASTER L.P.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

      5310 Harvest Hill Road, Suite 270, Dallas, Texas 75230 (972) 387-1487
- -------------------------------------------------------------------------------
(Address,  including zip code,  and telephone  number, including  area code, of
registrant's principal executive offices)

                          Units of Beneficial Interest
            --------------------------------------------------------
            (Title of each class of securities covered by this Form)

                                       N/A
- -------------------------------------------------------------------------------
(Titles of all other  classes  of  securities  for which a duty to file reports
under sections 13(a) or 15(d) remains)

         Please  place an X in the box(es) to  designate  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)      |X|           Rule 12h-3(b)(1)(i)               |_|
Rule 12g-4(a)(1)(ii)     |_|           Rule 12h-3(b)(1)(ii)              |_|
Rule 12g-4(a)(2)(i)      |_|           Rule 12h-3(b)(2)(i)               |_|
Rule 12g-4(a)(2)(ii)     |_|           Rule 12h-3(b)(2)(ii)              |_|
                                       Rule 15d-6                        |_|


         Approximate number of holders of record as of the certificate or
notice date:     1
            -----------

         Pursuant to the  requirements  of Rule 12g-4(b) of the  Securities  and
Exchange Act of 1934, U.S. Restaurant Properties,  Inc., the successor issuer to
U.S. Restaurant Properties Master L.P., has caused this  certification/notice to
be signed on its behalf by the undersigned duly authorized person.

Date:    December 12, 1997         By:  /s/ Robert J. Stetson
                                      ---------------------------------------
                                       Robert J. Stetson, President

Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.










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