EASTPOINT MALL LTD PARTNERSHIP
8-K, 1997-12-11
OPERATORS OF NONRESIDENTIAL BUILDINGS
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               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM 8-K

                         CURRENT REPORT



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
                              1934
                                
Date of Report (Date of earliest event reported): December 9, 1997



               EASTPOINT MALL LIMITED PARTNERSHIP
     (Exact name of registrant as specified in its charter)



      Delaware                 1-16024               13-3314601
State or other jurisdiction   Commission            IRS Employer
  of incorporation            File Number         Identification No.



3 World Financial Center, 29th Floor
New York, NY Attn: Andre Anderson                   10285-2900
Address of principal executive offices               Zip Code



Registrant's telephone number, including area code (212) 526-3237



Item 2. Disposition of Assets

On  December  9,  1997, Eastpoint Mall Limited  Partnership  (the
"Partnership")   closed   on   the  sale  of  its  90.9%  general
partnership  interest  in   Eastpoint Partners, L.P. ( the "Owner
Partnership"), constituting  all of  the  Partnership's ownership
interest in Eastpoint Mall, an enclosed  shopping mall located in
Baltimore  County, Maryland  (the "Mall"),  to Shopco 048 LLC and
Eastpoint 048 LLC,  the  assignees (the  "Assignees")  of  Shopco
Advisory  Corp.  ("Shopco").   The Assignees  are  affiliates  of
Shopco.

The  purchase price was based, in part, on the fair market  value
of   the  Mall,  which  was  $81,000,000  as  determined  by   an
independent  appraiser, and an arm's-length  negotiation  between
Shopco  and  Eastern  Avenue Inc., the  General  Partner  of  the
Partnership, on behalf of the Partnership.  The Assignees paid an
amount  necessary to satisfy the $51,000,000 principal amount  of
the  Owner  Partnership's mortgage indebtedness on the  Mall  and
paid   the  Partnership  $25,489,064  in  cash  for  its  general
partnership  interest.   At the closing,  the  Partnership's  net
proceeds  from the sale, after closing adjustments  and  expenses
relating to the sale, was approximately $23,292,000; this  number
may  change  as a result of certain post-closing adjustments  and
payment  of  additional  expenses  relating  to  the  sale.   The
Partnership also received approximately $1,500,000 in  return  of
certain   reserves   and  escrowed  funds  under   the   mortgage
indebtedness on the Mall.

Shopco  is an affiliate of Shopco Management Corp., the  managing
and  leasing agent for the Mall, and SFN Limited Partnership, the
sole limited partner of the Owner Partnership.




                           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 hereunto duly authorized.


                            EASTPOINT MALL LIMITED PARTNERSHIP
                            Registrant

                            By:  EASTERN AVENUE INC.
                            General Partner


Date:December 11, 1997      By: /s/ Robert J. Hellman
                                Robert J. Hellman
                                President






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