MID ATLANTIC CENTERS LIMITED PARTNERSHIP
8-K, 1999-06-11
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)  June 4, 1999
                                                 --------------


            MID-ATLANTIC CENTERS LIMITED PARTNERSHIP
  ----------------------------------------------------------
  (Exact name of registrant as specified in its partnership
                           agreement)


      MARYLAND              0-16285             52-1490861
  ---------------         ------------      -------------------
  (State or other         (Commission        (I.R.S. Employer
  jurisdiction of         File Number)      Identification No.)
   incorporation)


    100 Light Street - Baltimore, MD                 21202
- ------------------------------------------        ----------
 (Address of principal executive offices)	       	(Zip Code)


Registrant's telephone number, including area code: (410)539-0000
                                                    -------------


                           Not Applicable
  -------------------------------------------------------------
  (Former name or former address, if changed since last report


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ITEM 2.  DISPOSITION OF ASSETS

On June 4, 1999, Mid-Atlantic Centers Limited Partnership (the
"Partnership") transferred its remaining property, Tarrytown Mall,
a 322,081 square foot shopping center in Rocky Mount, North
Carolina to the mortgage holder in satisfaction of the mortgage
obligation encumbering that center. Pursuant to the terms of the
mortgage agreement, payment obligations with respect to the
mortgage indebtedness were limited to funds generated by
operations at this property.  An obligation in the amount of
$211,618 for funds so generated was reflected as an account
payable in the Partnership's financial statements as of March 31,
1999 and December 31, 1998.  That sum and an additional $15,000
was paid to the mortgage holder to resolve calculation of the
payment obligation.

As described in the Partnership's annual report on Form 10-K for
the year ended December 31, 1998, the Partnership adopted the
liquidation basis of accounting effective December 31, 1997.  The
Partnership estimated its net equity in Tarrytown Mall at zero,
reflecting an appraised value of this property below the level of
the outstanding mortgage debt on the property.  In accordance with
the liquidation basis of accounting, the carrying value of this
property was adjusted at December 31, 1997 and 1998 to the sum of
the outstanding balance of the mortgage debt on the property and
accrued interest as of the respective dates.  As a result, no
material adjustment to the financial statements of the Partnership
is required at this time to record the disposition of Tarrytown
Mall.

During the second quarter of 1999, the Partnership received
payment of $25,000 in satisfaction of a claim against a bankrupt
former tenant.  The Partnership had written-off all accounts
receivable from this tenant in prior periods.

The general partners currently intend to make a final distribution
to the limited partners subsequent to the liquidation of all
partnership assets and satisfaction of all partnership
liabilities.  The general partners expect the liquidation of the
Partnership to be completed in the current quarter.  The general
partners anticipate the net amount available for that final
distribution to be $1.29 per Assignee Limited Partnership Unit.



<PAGE> 3

                          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 thereunto duly authorized.


    	                 MID-ATLANTIC CENTERS LIMITED PARTNERSHIP

	                     By:  Realty Capital IV Limited Partnership,
	                          General Partner

	                     By:  LMRC IV, Inc., General Partner

Date: June 11, 1999   By:  /s/ Richard J. Himelfarb
   	  -------------        -------------------------------
	                          Richard J. Himelfarb, President



	                     By:  FW Realty Limited Partnership,
	                          General Partner

	                     By:  FW Corporation, General Partner

Date: June 11, 1999   By:  /s/ William J. Wolfe
	     -------------        -------------------------------
	                          William J. Wolfe, President





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