MIDWEST REAL ESTATE SHOPPING CENTER LP
8-K, 1997-10-16
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) October 16, 1997



           MIDWEST REAL ESTATE SHOPPING CENTER, L.P.
     (Exact name of registrant as specified in its charter)



      Delaware                     1-9331               13-3384643
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
Address of principal executive offices            Zip Code



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

Item 5. Other Events

Pending Settlement of Securities Litigation
Midwest  Real  Estate Shopping Center, L.P. has  entered  into  a
stipulation  and  agreement of settlement of the following  civil
actions  pending  in  the United States District  Court  for  the
Southern District of New York (the "District Court"):

      (i)   Donato J. Carone et al. v. Midwest Centers,  Inc.  et
            al., 94 Civ. 9293;

      (ii)  Barry Tannenbaum v. Midwest Centers, Inc. et al.,
            95 Civ. 3123

      (iii) Vernon Lindbloom v. Midwest Centers, Inc. et al.,
            95 Civ. 3051

      (iv)  Norman D. Rom v. Paul L. Abbott et al., 95 Civ. 5202;  and

       (v)  Norman D. Rom v. Paul L. Abbott et al., 95 Civ. 8006.

Pursuant to the settlement agreement, which resolves all  matters
among the parties, Midwest will contribute $500,000 toward a fund
for  the  payment of all plaintiff's claims.  Midwest has decided
to   settle   the  actions  solely  to  avoid  further   expense,
inconvenience  and  the  burden  of  continued  litigation,   and
continues to deny all the allegations asserted against it in  the
Complaint.

The  settlement agreement has been submitted for approval to  the
District  Court and the United States Bankruptcy  Court  for  the
Southern  District of New York, which has continuing jurisdiction
over  the resolution of the lawsuits pursuant to the Midwest Plan
of  Reorganization, confirmed by order of the Bankruptcy Court on
November 25, 1996.


                           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.


                         MIDWEST REAL ESTATE SHOPPING CENTER, LP
                         Registrant

                    By:  MIDWEST CENTERS INC.
                         General Partner


Date:  October 16, 1997   By: /s/ Robert J. Hellman
                                  President, Chairman
                                  and Director






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