U. S. 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: 0-18247
RETAIL PROPERTY INVESTORS, INC.
(Exact name of registrant as specified in its charter)
1285 Avenue of the Americas, New York, NY 10019 (212) 713-4264
(Address, including zip code, and telephone number, including area
code,
of registrant's principal executive offices)
Shares of Common Stock, Par Value $.01 Per Share (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) (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 [
]
Rule 12h-3(b) (1) (i) [ ]
Approximate number of holders of record as of the certification or
notice date: None
Pursuant to the requirements of the Securities Exchange Act of 1934
Retail Property Investors, Inc. has caused this certification/notice to
be signed on its behalf by the undersigned duly authorized person.
DATE: December 19, 1996 By: /s/ Timothy J. Medlock
Name: Timothy J. Medlock
Title: Vice President and Treasurer
