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: 33-15427
--------
Retail Equity Partners Limited Partnership
------------------------------------------
(Exact name of Registrant as specified in its charter)
3850 One First Union Center, Charlotte, NC 28202-6032 (704) 944-0100
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Beneficial Assignment Certificates
----------------------------------
(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) [ ] Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(1)(ii) [ ] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(ii) [ ]
Rule 12g-4(a)(2)(ii) [ ] Rule 15d-6 [X]
Rule 12h-3(b)(1)(i) [ ]
Approximate number of holders of record as of the certification or
notice date: 0
Pursuant to the requirements of the Securities Exchange Act of 1934
Retail Equity Partners Limited Partnership has caused this certification/notice
to be signed on its behalf by the undersigned duly authorized person.
DATE: 01/27/00 BY:/s/ Philip S. Payne
-------------------------------------
Philip S. Payne
(Duly authorized officer)
