SHEARSON UNION SQUARE ASSOCIATES LTD PARTNERSHIP
15-12G, 1997-12-15
HOTELS & MOTELS
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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:  33-6678

                       Union Square Hotel Partners, L.P.
             (Exact name of registrant as specified in its charter)


 3 World Financial Center, 29th Floor, New York, NY 10285-2900, (212) 526-3237
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)
                         
                         
                         Limited Partnership Interests
            (Title of each class of securities covered by this Form)


         (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)  [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 12h3(b)(2)(ii)
       Rule 15d-6

Appropriate number of holders of record as of the certification or
notice date:   0

Pursuant to the requirements of the Securities Exchange  Act of 1934, Union
Square Hotel Partners, L.P. has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.


                              Union Square Hotel Partners, L.P.

Date:  December 15, 1997      By:  UNION SQUARE/GP CORP.
                                   General Partner
                              BY:  /s/ Jeffrey C. Carter
                                   Jeffrey C. Carter
                                   President, Director and
                                   Chief Financial Officer




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