MIDWEST REAL ESTATE SHOPPING CENTER LP
15-15D, 2000-01-10
OPERATORS OF NONRESIDENTIAL BUILDINGS
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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: 1-9331


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


         3 World Financial Center, 29th Floor, New York, NY 10285-2900,
                      (212) 526-3183, Attn.: Andre Anderson
    ------------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)


                     Units of Limited Partnership Securities
                     ---------------------------------------
            (Title of each class of securities covered by this Form)


                                      None
                                      ----
   (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)   [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

      Appropriate number of holders of record as of the certification or notice
date: 0.  The General Partner of the Registrant has filed, with the Secretary of
State of the State of Delaware, a Certificate of Cancellation of the Certificate
of Limited Partnership of Midwest Real Estate Shopping Center L.P. effective as
of December 29, 1999.

      Pursuant to the requirements of the Securities Exchange Act of 1934,
Midwest Real Estate Shopping Center L.P. has caused this certification/notice to
be signed on its behalf by the undersigned duly authorized person.

                                   MIDWEST REAL ESTATE SHOPPING CENTER L.P.

                                   By: Midwest Centers Inc.
                                       General Partner


Date:  January 10, 2000                By: /s/Michael T. Marron
                                           -------------------------------------
                                           Michael T. Marron
                                           President and Chief Financial Officer


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