RIVER DISTRIBUTION SUB INC
15-15D, 1998-06-01
OPERATORS OF APARTMENT BUILDINGS
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 28549


                                    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 No. 333-38673-01

                       RIVER DISTRIBUTION SUB, INC.
              (Exact name of registrant as specified in its charter)

      645 Fifth Avenue, 8th Floor, New York, New York  10022 (212) 848-0201
- -------------------------------------------------------------------------------
            (Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)

                         Common Stock $0.001 Par Value
   15% Noncumulative Perpetual Preferred Stock, Series A, $0.001 Par Value
                  (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 section 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)       | |          Rule 12h-3(b)(1)(i)       |X|
       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 certification or notice date:
         None

         Pursuant to the requirements of the Securities Exchange Act of 1934
(Name of registrant as specified in charter) has caused this
certification/notice to be signed on its behalf by the undersigned duly
authorized person.


Date: May 29, 1998                      By:  /s/ Jerome R. McDougal
     ------------------------------        ------------------------
                                           Name:  Jerome R. McDougal
                                           Title: President and Chief Executive 
                                                  Officer of RB Asset, Inc.
                                                  (successor issuer)

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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