OUTLET CENTRE PARTNERS
8-K, 1998-02-06
LESSORS OF REAL PROPERTY, NEC
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                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  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)  January 15, 1998

                            OUTLET CENTRE PARTNERS
         ------------------------------------------------------------
                           Exact Name of Registrant


Illinois                                0-16717
- --------------------------------------  -----------------------------------
State or other jurisdiction             Commission file number

2355 Waukegan Road
Suite A200
Bannockburn, Illinois                   36-3498737
- -------------------------------         -----------------------------
Address of principal                    I.R.S. Employer
executive offices                       Identification
                                        Number

60015
- --------------------------------
Zip Code


              Registrant's telephone number, including area code:
                                (847) 267-1600
<PAGE>
ITEM 5.  OTHER EVENTS
- ------------------------------------------------------------------------

Proposed class action

On August 30, 1996, a proposed class action complaint was filed, Lenore Klein
vs. Lehman Brothers, Inc., et al.  (Superior Court of New Jersey, Law Division,
Union County, Docket No. Unn-L-5162-96).  The complaint was amended on each of
October 18, 1996, December 5, 1997, and January 15, 1998.  The Partnership,
additional limited partnerships which were sponsored by The Balcor Company,
American Express Company, Lehman Brothers, Inc., Smith Barney, Inc. and various
other entities were originally the named defendants in the action.  The
December 5, 1997 and January 15, 1998 Amended Complaints, among other changes,
no longer name the Partnership as a defendant and all claims relating to the
Partnership have been eliminated from the Amended Complaint. 
<PAGE>
ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
- ----------------------------------------------------------------------

     (A)  FINANCIAL STATEMENTS AND EXHIBITS:

            None

     (B)  PRO FORMA FINANCIAL INFORMATION:

             None

     (C)  EXHIBITS:

             None

                                
     No information is required under Items 1, 2, 3, 4, 6 and 8 and these items
have, therefore, been omitted.

Signature
- -------------

     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.


                         OUTLET CENTRE PARTNERS

                         By:  Balcor Partners-XXII, an 
                                 Illinois general partnership, 
                                 its general partner

                         By:  The Balcor Company, a Delaware
                                 corporation, a partner

                         By:  /s/Jerry M. Ogle
                                ------------------------------------
                                 Jerry M. Ogle
                                 Managing Director and General Counsel

Dated:  February 6, 1998
<PAGE>


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