SHOPCO REGIONAL MALLS LP
15-15D, 2000-11-14
REAL ESTATE
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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: 33-20614


                           SHOPCO REGIONAL MALLS, 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)


                Depository Units of Limited Partnership Interests
                -------------------------------------------------
            (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 Shopco Regional Malls, L.P. effective as of November
13, 2000.

      Pursuant to the requirements of the Securities Exchange Act of 1934,
Shopco Regional Malls, L.P. has caused this certification/notice to be signed on
its behalf by the undersigned duly authorized person.

                                SHOPCO REGIONAL MALLS, L.P.

                                By: Shopco Regional Malls Inc.
                                    General Partner



Date:  November 14, 2000            By:    /s/Rocco F. Andriola
                                           -------------------------------------
                                    Name:  Rocco F. Andriola
                                    Title: President and Chief Financial Officer


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