SHOPCO REGIONAL MALLS LP
8-K, 1997-01-03
REAL ESTATE
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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) December 20, 1996



                          SHOPCO REGIONAL MALLS, L.P.
             (Exact name of registrant as specified in its charter)



      Delaware                     33-20614                 13-3217028
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 2. Disposition of Assets

On December 20, 1996, Aetna Life Insurance Company ("Aetna") obtained title to
Assembly Square Mall (the "Mall") pursuant to a foreclosure sale.  Aetna held
the mortgage secured by the Mall and had previously accelerated payment of the
mortgage when the mortgagor, Shopco Malls L.P., failed to escrow real estate
taxes as demanded by Aetna under the loan documents.


Item 7. Financial Statements and Exhibits:

          (a)  Financial statement of businesses acquired.

               Not applicable

          (b)  Pro forma financial information.

               The Partnership is currently unable to provide complete proforma
               financial information required as a result of the above
               transaction.  This financial information will be included in the
               Partnership's Form 10-K which will be filed as soon as
               practicable.

                                   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.


                                 SHOPCO REGIONAL MALLS, L.P.
                                 Registrant

                            By:  REGIONAL MALLS INC.
                                 General Partner


Date:  January 3, 1997      By: /s/ Paul L. Abbott
                            Director, and Chief Executive
                            Officer


Date:  January 3, 1997      By:  /s/ Robert Hellman
                            President


Date:  January 3, 1997      By: /s/ Joan Berkowitz
                            Vice President and
                            Chief Financial Officer




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