Shopco Regional Malls LP – ‘10-K’ for 12/31/95

As of:  Monday, 4/1/96   ·   For:  12/31/95   ·   Accession #:  928790-96-81   ·   File #s:  1-10217, 33-20614   ·   Correction:  This Filing was Corrected by the SEC on 2/15/00. ®

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         34±   134K 
 2: EX-27       Shopco Regional Malls L.P. Financial Data Schedule     1      5K 
                          1995 Form 10-K                                         

10-K   —   Annual Report
Document Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K 

[x] Annual Report Pursuant to Section 13 of the Securities Exchange Act of 1934 
[Fee Required]                                                          

For the fiscal year ended December 31, 1995 or                          

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities         
Exchange Act of 1934 [No Fee Required]                                  

For the transition period from       to      .                          

Commission file number:  33-20614 

SHOPCO REGIONAL MALLS, L.P. 
Exact name of Registrant as specified in its charter

Delaware                                       13-3217028     
State or other jurisdiction of                                                  
incorporation or organization                I.R.S. Employer Identification No. 

3 World Financial Center,                                                 
29th Floor, New York, NY                             10285-2900           
Attn. Andre Anderson                                  zip code            
Address of principal executive offices                                          

Registrant's telephone number, including area code: (212) 526-3237              

Securities registered pursuant to Section 12(b) of the Act:  None               

Securities registered pursuant to Section 12(g) of the Act:                     

LIMITED PARTNERSHIP INTERESTS 
Title of Class

Indicate by check mark whether the registrant (1) has filed all reports         
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of   
1934 during the preceding 12 months (or for shorter period that the registrant  
was required to file such reports), and (2) has been subject to such filing     
requirements for the past 90 days.   Yes  X      No                             

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405  
of Regulation S-K is not contained herein, and will not be contained, to the    
best of the Registrant's knowledge, in definitive proxy or information          
statements incorporated by reference in Part III of this Form 10-K or any       
amendment to this Form 10-K.  (x)                                               

State the aggregate market value of the voting stock held by non-affiliates of  
the registrant:  Not applicable.                                                

Documents incorporated by reference:  See Exhibit Index at Item 14.             

PART I

Item 1.  Business                                                               

(a) General Development of Business                                             

Shopco Regional Malls, L.P., a Delaware limited partnership (the "Partnership") 
was formed on March 11, 1988.  The affairs of the Partnership are conducted by  
its general partner, Regional Malls Inc. (the "General Partner," formerly       
Shearson Regional Malls, Inc.), a Delaware corporation and an affiliate of      
Lehman Brothers Inc. ("Lehman").  The sole limited partner of the Partnership   
is Regional Malls Depositary Corp., (formerly Shearson Regional Malls           
Depositary Corp., the "Assignor Limited Partner").  The Partnership is the      
general partner of Shopco Malls L.P. (the "Owner Partnership", formerly         
Shearson Shopco Malls L.P.), a Delaware limited partnership that is the owner   
of the two enclosed regional malls, The Mall at Assembly Square ("Assembly      
Square") located in Somerville, Massachusetts and Cranberry Mall ("Cranberry")  
located in Westminster, Maryland (both Assembly Square and Cranberry are        
referred to herein as the "Malls").  The sole limited partner of the Owner      
Partnership is Shopco Limited Partnership ("Shopco L.P."), a Delaware limited   
partnership and an affiliate of The Shopco Group. (The Partnership and Shopco   
L.P. are referred to collectively as the "Owner Partners.")                     

On June 14, 1988 the Partnership commenced an offering of 110,000 depositary    
units ("Units") at $1,000 per Unit to be sold by the underwriter, Lehman,       
(formerly Shearson Lehman Brothers Inc.) on a "best efforts" basis (the         
"Offering"), of which the Partnership accepted subscriptions of only 70,250     
Units, the maximum closing amount authorized by the Amended and Restated        
Agreement of Limited Partnership of Shopco Regional Malls, L.P. (the "Agreement 
of Limited Partnership").  Concurrent with the consummation of the Offering,    
the Assignor Limited Partner assigned its rights as a limited partner to the    
holders of Units ("Unitholders") who then became limited partners.              

The Partnership was formed to acquire the fee interest and improvements in the  
Malls.  The Malls were purchased using the proceeds of the Offering, the        
issuance of two Promissory Notes and a loan from Lehman Brothers Holdings Inc.  
("Lehman Holdings", formerly Shearson Lehman Brothers Holdings Inc.), an        
affiliate of the General Partner, (the "Gap Loan") in October 1988.  The        
aggregate purchase price of the Malls was $96,205,500.  Assembly Square was     
acquired from Somerville S.C. Associates L.P., a Massachusetts limited          
partnership for a purchase price of $42,358,000 on October 11, 1988.  Cranberry 
was acquired from Cranberry L.P., a Maryland limited partnership and an         
affiliate of The Shopco Group for a purchase price of $53,847,500 on October 5, 
1988.                                                                           

Two mortgage loans were issued in October 1988 in the initial principal amounts 
of $28,000,000 (the "Assembly Note") from the Aetna Life Insurance Company and  
$27,250,000 (the "Original Cranberry Note") from the Mutual Life Insurance      
Company of New York ("MONY").  In September 1990, MONY issued an additional     
mortgage loan in the original principal amount of $3,775,000 (the "Additional   
Cranberry Note") and at such time, the Original Cranberry Note and the          
Additional Cranberry Note were consolidated ( the "Cranberry Note"; the         
Assembly Note and Cranberry Note will be referred to collectively as the "First 
Mortgage Loans").  The MONY loan was subsequently purchased by Metropolitan     
Life Insurance Company.  The Assembly Note matured on November 1, 1992 and was  
modified and extended until November 1997.  The Cranberry note matured on       
November 1, 1993, was extended to May 1994, and was modified and extended until 
1999.  See Note 6 to the Consolidated Financial Statements and Item 7 for a     
description of the terms of the refinancing of the Assembly and Cranberry       
notes.                                                                          

The Owner Partnership's business, as owner of the Malls, is somewhat seasonal   
since a portion of its revenue is derived from a percentage of the retail sales 
of certain tenants in the Malls.  Generally such sales are higher in November   
and December during the holiday season.                                         

(b) Financial Information about Industry Segments                               

Substantially all of the Partnership's revenues, operating profit or loss and   
assets relate to its interest as general partner of the Owner Partnership whose 
operating profit or loss and assets relate to its ownership and operation of    
the Malls.                                                                      

(c) Narrative Description of Business                                           

The Partnership's primary business is acting as general partner for the Owner   
Partnership.  The Owner Partnership's sole business is the ownership and        
operation of the Malls (See Item 2 for a description of the Malls and their     
operations).  The Partnership intends to hold the Malls for an approximate      
maximum of ten years from their respective acquisition dates.  The              
Partnership's investment objectives are to:                                     

(1)     provide quarterly cash distributions, a substantial portion of which    
 should not be subject to Federal income tax on a current basis by
       reason of available tax deductions (See Item 5 for a description of the
Partnership's policy concerning distributions);                 

(2)     realize capital appreciation of the Malls; and                          

(3)     preserve and protect the capital of the Partnership and the Owner       
Partnership.                                                    

There is no assurance that these objectives will be achieved.                   

Competition                                                                     

See Item 2 for a discussion of competitive conditions at the Malls.             

Employees                                                                       

The Partnership has no employees.  The business of the Partnership is managed   
by the General Partner.  The Malls are managed on a day-to-day basis by Shopco  
Management Corp., (the "Property Manager") an affiliate of The Shopco Group and 
Shopco L.P.  See Item 13 and Note 8 to the Consolidated Financial Statements    
for the terms of the Management Agreement and amounts paid thereunder.          

Item 2.  Properties                                                             

The Mall at Assembly Square                                                     

Assembly Square, located in Somerville, Massachusetts, was originally an        
assembly plant for Ford Motor Company that was renovated into a shopping center 
and opened in 1980.  The mall is a single level, enclosed regional shopping     
mall anchored by two major department stores, Jordan Marsh and Kmart.  Assembly 
Square contains approximately 322,000 square feet of gross leasable area        
(including kiosk space) and has parking for 1,588 automobiles.  Jordan Marsh    
and Kmart collectively lease 167,040 square feet of gross leasable space from   
the Partnership.                                                                

Under the terms of the refinanced first mortgage loan, the Partnership          
completed a renovation of Assembly Square in the fourth quarter of 1993         
including improvements to the floor, ceiling, roof, lighting and fixtures.      
Additional improvements to the food court area were completed in 1995.          

The total gross leasable building area of Assembly Square is allocated as shown 
in the table below.                                                             

      Square Feet      Percentage of
      Leasable to     Gross Leasable
          Tenants       Tenants Area
Anchor Stores:                                                  
Jordan Marsh           72,240           22%                 
Kmart                  94,800           30%                 
Enclosed Mall Tenants   155,315           48%                   

Total                   322,355          100%                   

Mall Tenants                                                                    
As of December 31, 1995, Assembly Square had 42 mall tenants (excluding anchor  
tenants) occupying gross leasable area of approximately 132,000 square feet.    
As of December 31, 1995, Assembly Square had 19 vacant mall stores containing   
approximately 23,000 gross leasable square feet.  The loss of tenants and their 
prior poor performance has had an adverse impact on Assembly Square's cash      
flow.                                                                           

As of the filing date of this report, 13 tenants, or their parent corporations, 
at Assembly Square have filed for protection under the U.S. Bankruptcy Code.    
These tenants occupy 34,910 square feet, or approximately 22.0% of Assembly     
Square's leasable area (exclusive of anchor tenants), and at this point their   
plans to remain at Assembly Square remain uncertain.  Pursuant to the           
provisions of the U.S. Federal Bankruptcy Code, these tenants may, with court   
approval, choose to reject or accept the terms of their leases.  Should any of  
these tenants exercise the right to reject their leases, this could have an     
adverse impact on cash flow generated by Assembly Square and revenues received  
by the Partnership.  Please refer to Item 7 for a listing of the tenants at     
Assembly Square which have currently filed for bankruptcy protection.           

Anchor Tenants                                                                  
Jordan Marsh currently leases approximately 72,240 square feet of gross         
leasable building area at the north end of Assembly Square.  The initial term   
of the Jordan Marsh lease was scheduled to expire in January 1997.  Three       
successive five-year renewal options are available on the same terms and        
conditions.  The annual minimum rent payable under the Jordan Marsh lease is    
$144,480 and the annual percentage rent payable thereunder is 2% of gross sales 
over $11,000,000 in any one lease year.  Consent of the landlord is required    
before Jordan Marsh is permitted to assign or sublet its lease to any entity    
other than a Jordan Marsh or affiliate thereof.  The lease requires Jordan      
Marsh to pay its pro rata share of real estate taxes up to $90,300 per year.    
Jordan Marsh is required to reimburse the Owner Partnership or pay for its own  
insurance and to pay charges for common area maintenance equal to $28,869 per   
year as adjusted every five years.  In addition, Jordan Marsh pays for all of   
its own utilities, including gas, electricity and water.  The Owner Partnership 
is responsible for making structural repairs to the Jordan Marsh store.         

On January 14, 1993, the Partnership and the Jordan Marsh Stores Corporation    
executed a second lease modification which extended the tenant's operating      
covenant through February 28, 2002 and extended the lease term to February 28,  
2007.  The lease amendment effectively reinstates the rental provisions that    
were in effect prior to the time that an expansion was to be made to the Jordan 
Marsh store, which expansion will not occur.  Additionally, Jordan Marsh        
consented to a future expansion of Assembly, subject to certain limitations, of 
up to 50,000 square feet of space.  The Partnership had in escrow $2,771,000 as 
its contribution towards the Jordan Marsh expansion.  In connection with the    
modification and extension of the Assembly Note, the escrow was released to the 
Partnership which paid $2,000,000 from this escrow to reduce the Assembly Note  
principal balance.  Pursuant to the Partnership and the Owner Partnership       
Agreements, 75% of the remaining $771,000 was distributed to investors and 25%  
was added to the Partnership's working capital reserve.  See Item 7 for details 
regarding the modification of the Assembly Note.                                

Kmart leases approximately 94,800 square feet of gross leasable building area   
at the south end of Assembly Square.  In addition to the stated leasable area,  
Kmart has the use of an approximately 5,000 square foot mezzanine and an        
approximately 5,440 square foot garden shop.  The initial term of the Kmart     
lease expires on October 31, 2005 and the lease provides for ten successive     
five-year renewal options on the same terms and conditions.  Kmart pays a       
minimum annual rent of $397,513 and an annual percentage rent equal to 1% of    
gross sales in excess of $12,500,000 per year.  Kmart is obligated to pay its   
pro rata share of outdoor common area maintenance expenses, and annual real     
estate taxes, provided that any amount above the $44,000 paid in respect of     
such taxes is deducted from the percentage rent owed.                           

Kmart pays its own utilities including gas and electricity.  The Owner          
Partnership is required to maintain the interior and exterior structure of the  
building, clean and maintain the interior common area of the Mall and provide   
adequate fire insurance on the building and the entire Mall.  In addition, the  
Owner Partnership is required to maintain liability insurance in adequate       
amounts, with regard to property damage and personal injury/loss of life        
occurring within the common areas of the Mall, including the enclosed Mall      
area.  The Kmart lease permits the premises to be used for any lawful purpose   
consistent with maintaining a balanced and diversified grouping of retail       
stores.  The Kmart lease does not contain any operating covenants and the       
tenant may freely assign or sublet the premises, provided, however, that the    
tenant remains primarily liable for all covenants under the lease.  Further,    
should Kmart discontinue the operation of its store, the Owner Partnership as   
landlord has the option to cancel or terminate the Kmart lease.                 

Historical Occupancy -  The following table sets forth the historical occupancy 
rates for Assembly Square at December 31 for the years indicated.               

                  1995    1994    1993    1992    1991

Including Anchor Stores        93%*     95%     96%     97%     96%             

Excluding Anchor Stores        85%*     90%     92%     94%     92%             

* Subsequent to December 31, 1995, occupancy at Assembly Square declined to     
 88% including anchor stores and 76% excluding anchor stores.  Please refer to
Item 7 for a discussion of tenant bankruptcies and retail conditions        
impacting both sales and occupancy at Assembly Square.                      

Competition                                                                     
The General Partner believes the primary trade area for Assembly Square (i.e.,  
the primary geographical area from which Assembly Square derives its repeat     
sales and regular customers) is the area within a radius of approximately five  
miles from Assembly Square.  The secondary trade area is believed by the        
General Partner to be within a radius of 10 miles from Assembly Square.         
Within the primary trade area there is one competitive shopping center, Meadow  
Glen Mall, and within the secondary trade area there are four other competitive 
shopping centers: The Arsenal Mall, Mystic Mall, CambridgeSide and Square One   
Mall.                                                                           

The Meadow Glen Mall is a single level, 400,000 square foot enclosed mall       
located approximately 2 miles northwest of Assembly Square in the adjacent town 
of Medford, Massachusetts.  The Meadow Glen Mall is anchored by Marshall's and  
Bradlee's.  In the opinion of the General Partner, Meadow Glen Mall represents  
direct competition to Assembly Square.  The Arsenal Mall is a 600,000 square    
foot, two-level regional mall located approximately 7 miles southwest of        
Assembly Square.  The Arsenal Mall is anchored by Ann & Hope and Marshall's.    
Mystic Mall, a single-level enclosed regional mall, is located approximately    
five miles east of Assembly Square.  The Mystic Mall is anchored by Stuart's    
and De Moulas Supermarket.  CambridgeSide is a three-level, enclosed mall       
located approximately 3 1/2 miles south of Assembly Square.  CambridgeSide      
contains 650,000 square feet of leasable space and has three anchor tenants:    
Sears, Filene's and Lechmere.  Square One Mall is a two-level, 1 million square 
foot enclosed regional mall located approximately 6 miles from Assembly Square  
and anchored by Filene's, Filene's Basement, Lechmere, Sears, and Service       
Merchandise.  Retail stores at malls also compete with local shops, stores and  
power centers.  Generally, competition among retailers for customers is         
intense, with retailers competing on the basis of quality, price, service and   
location.                                                                       

During 1995, the Massachusetts-based grocery store chain Stop&Shop announced    
plans for the proposed development of a 68,103 square foot grocery store, two   
restaurants and adjoining retail space adjacent to Assembly Square.  Plans for  
the new development provide for construction of a roadway which may entail the  
acquisition by the city of Somerville of a 1.5 acre parcel of land owned by the 
Partnership.  At this point it is uncertain what impact the proposed Stop&Shop  
development would have on Assembly Square.                                      

Cranberry Mall                                                                  

Cranberry is a single level enclosed regional shopping center located in        
Westminster, Maryland, approximately 30 miles northwest of Baltimore.           
Cranberry, which opened in March 1987, consists of approximately 530,000 square 
feet of gross leasable area including space for approximately 90 retail         
tenants, a health club, a six-theater cinema complex and four anchor stores;    
Sears, Caldor, Leggett and Montgomery Ward.  Cranberry is located on 55.61      
acres and provides parking for 2,597 automobiles.                               

The total gross leasable building area of Cranberry Mall is allocated as shown  
in the table below.                                                             

   Square Feet     Percentage of
   Leasable to    Gross Leasable
       Tenants      Tenants Area
Anchor Stores:                                                  
Caldor                81,200               15%              
Leggett               65,282               12%              
Montgomery Ward       80,260               16%              
Sears                 70,000               12%              
Enclosed Mall Tenants  224,377               43%                
Outparcel Store(a)       9,000                2%                

Total                  530,119              100%                

(a)  Outparcel store is an auto service center leased to Montgomery Ward.       

Mall Tenants                                                                    
As of December 31, 1995, Cranberry Mall had 64 mall tenants (excluding anchor   
tenants) occupying gross leasable area of approximately 186,000 square feet.    
As of December 31, 1995, Cranberry Mall had 25 vacant mall stores containing    
approximately 38,000 gross leasable square feet.                                

Anchor Tenants                                                                  
Sears leases approximately 70,000 square feet of gross leasable building area.  
The Sears store opened in October 1987 and the initial term of the lease        
expires in 2002, with two successive five-year renewal options.  Sears pays an  
annual fixed rent of $195,800 and an annual percentage rent equal to 2.25% of   
net sales in excess of $10,000,000 up to $15,000,000 and 2% of net sales in     
excess of $15,000,000.  Beginning in 1993, Sears commenced paying its pro rata  
share of increases in real estate taxes, but such tax payments may be deducted  
from percentage rent due on an annual non-cumulative basis.  Also commencing in 
1993, Sears became responsible for contributing to exterior common area         
maintenance on a flat rate basis.  Sears currently pays all utilities directly  
and is not required to carry its own fire insurance.  Sears is required to use  
the premises as a Sears retail store until the year 2002 or under such other    
trade name as the majority of Sears retail stores are then operating.           
Thereafter, the tenant may assign or sublet the premises with the landlord's    
consent, not to be unreasonably withheld.                                       

Caldor leases 81,200 square feet of gross leasable building area and pays an    
annual minimum rent of $574,000.  The initial term of Caldor's lease expires in 
2008.  Four successive five-year renewal options are available at specified     
rents.  In addition, Caldor pays an annual percentage rent of 2% of gross sales 
between $18,000,000 and $24,000,000, and 1.25% of gross sales above             
$24,000,000.  During each option period, each of the percentage rent figures    
increases by $1,200,000.  Pursuant to its lease, Caldor is required to pay for  
its own fire insurance and a portion of common area maintenance. Caldor obtains 
and pays for all utilities directly from the public utilities.  During the      
first 15 years of the lease, ending March 4, 2002, the tenant is required to    
use the premises continuously as a Caldor's retail department store or under    
such other trade name as all Caldor department stores in the Baltimore area are 
then operating.  For the five years following the initial 15 years of the       
lease, the tenant may use the premises for a retail department store under any  
trade name.  The tenant may assign or sublet the premises during the first 15   
years of its lease, provided that the assignee or sublessee complies with the   
covenants stated above.                                                         

On September 18, 1995, Caldor filed for protection under the U.S. Federal       
Bankruptcy Code.  Caldor has been current with its rental payments to the       
Partnership since the bankruptcy filing.  Pursuant to the provisions of the     
Federal Bankruptcy Code, Caldor may, with court approval, choose to reject or   
accept the terms of its lease.  Should Caldor exercise its right to reject the  
lease, this would have an adverse impact on cash flow generated by Cranberry    
Mall and revenues received by the Partnership.  Until Caldor files a plan of    
reorganization, it is uncertain what effect this situation will have on the     
Caldor department store located at Cranberry Mall or on Cranberry Mall itself.  

Leggett currently leases 65,282 square feet of gross leasable building area.    
The initial term of the lease expires in 2007 and the lease provides four       
successive, five-year renewal options at the same rent.  Leggett is obligated   
to pay an annual fixed rent of $228,487 and an annual percentage rent equal to  
2% of sales above $10,608,325.  Leggett is responsible for its pro rata share   
of increases in real estate taxes after the third year of full assessment but   
it may deduct one-half of these tax payments on a cumulative basis from         
percentage rent due.  Utility charges are paid directly to the public utility   
and Leggett is not required to carry its own fire insurance or to pay for       
common area maintenance.  During the first 15 years of the lease, ending March  
4, 2002, the tenant is required to use the premises as a Leggett's retail       
department store or under such other trade name as Leggett's is then operating  
substantially all of its department stores.  The tenant cannot assign or sublet 
the premises during the first 15 years of the lease term without the landlord's 
consent to anyone other than another Leggett mercantile company of comparable   
net worth as the tenant.                                                        

Montgomery Ward leases approximately 80,000 square feet of gross leasable       
building area and 9,000 square feet for an automotive center.  The Montgomery   
Ward store opened for business on November 4, 1990 and the initial term of the  
lease expires in 2010 with four successive five-year renewal options.           
Montgomery Ward pays an annual fixed rent of $348,114 and an annual percentage  
rent equal to 2.5% of the net retail sales in excess of $13,924,560.            
Montgomery Ward is required to reimburse the landlord for its pro rata share of 
insurance and utility costs and real estate taxes based on its gross leasable   
area of the building.  Montgomery Ward will be required to reimburse the        
landlord for a portion of the common area and maintenance charges as set forth  
under the lease agreement.  During the first 15 years of the lease term, the    
tenant is required to use the premises as a retail store under the trade name   
Montgomery Ward or under such other name as the tenant is doing business in the 
majority of its retail department stores in the State of Maryland.  Montgomery  
Ward has the right to sublease the premises at any time during its lease term   
with the landlord's written consent, however, they will not be relieved of      
their obligations under the terms of the lease.                                 

Historical Occupancy                                                            
The following table sets forth the historical occupancy rates for Cranberry     
Mall at December 31 for the years indicated.                                    

                    1995    1994    1993    1992    1991

Including Anchor Stores          93%     91%     92%     93%     92%            

Excluding Anchor Stores          83%     80%     80%     83%     81%            

Competition                                                                     
The General Partner believes that the primary trade area for Cranberry (i.e.,   
the primary geographical area from which Cranberry derives its repeat sales and 
regular customers) is the area within a radius of approximately 15 miles from   
Cranberry.  The General Partner believes the secondary trade area is within a   
radius of 15 to 20 miles from Cranberry.                                        

There are no competitive shopping malls in the primary trade area of Cranberry. 
However, a 116,000 square foot free-standing WalMart opened in November of 1992 
near Cranberry in the Englar Business Park.  In the secondary trade area there  
are three competitive shopping centers; Hunt Valley Mall, Carrolltowne Mall and 
Owings Mill Mall.  Hunt Valley Mall is a bi-level enclosed shopping center      
located approximately 25 miles east of Cranberry and is anchored by Macy's and  
Sears.  Carrolltowne Mall is located 25 miles from Cranberry and was expanded   
and enclosed during 1989.  Carrolltowne Mall is oriented to the discount        
shopper.  Owings Mill Mall is located approximately 25 miles from Cranberry and 
is anchored by Saks Fifth Avenue, Macy's and Hechts and caters to the upscale   
market.  Cranberry also competes with the North Hanover Mall in Hanover,        
Pennsylvania, located 26 miles north of Cranberry.  North Hanover Mall is a     
450,000 square foot regional mall anchored by Bon Ton, J.C. Penney, Kmart and   
Sears.  Retail stores at malls also compete with local shops, stores and power  
centers.  Generally, competition among retailers for customers is intense, with 
retailers competing on the basis of quality, price, service and location.       

Item 3.  Legal Proceedings                                                      

On March 7, 1996, a purported class action, Ressner v. Lehman Brothers, Inc.,   
was commenced on behalf of, among others, all Unitholders in the Court of       
Chancery for New Castle County, Delaware, against the General Partner of the    
Partnership, Lehman Brothers, Inc. and others (the "Defendants").  The          
complaint alleges, among other things, that the Unitholders were induced to     
purchase Units based upon misrepresentation and/or omitted statements in the    
sales materials used in connection with the offering of Units in the            
Partnership.  The complaint purports to assert a claim for breach of fiduciary  
duty based on the foregoing.  The Defendants intend to defend the action        
vigorously.                                                                     

Item 4.  Submissions of Matters to a Vote of Security Holders                   

No matters were submitted to a vote of the Unitholders at a meeting or          
otherwise during the year for which this report has been filed.                 

PART II 

Item 5.  Market for Registrant's Limited Partnership Units and Related Security 
Holder Matters                                                

(a) Market Price Information                                                    

The Partnership has issued no common stock. There is no established trading     
market for the Units nor is there anticipated to be any in the future.          

(b) Holders                                                                     

As of December 31, 1995, there were 5,163 Unitholders.                          

(c) Distribution of Net Cash Flow                                               

The Partnership's policy is to distribute to the Unitholders their allocable    
portion of Net Cash Flow (as defined in the prospectus incorporated herein by   
reference) with respect to each fiscal year in quarterly installments.          
Distributions of Net Cash Flow, if any, are paid on a quarterly basis to        
registered Unitholders on record dates established by the Partnership, which    
generally are the last day of each quarter.                                     

Commencing with the 1991 third quarter, the General Partner suspended quarterly 
cash distributions to the Unitholders.  The decision to suspend cash            
distributions was prompted by several factors including: (i) the need for       
greater capital reserves for tenant allowances and other leasing related costs  
due to increased competitiveness of the retail industry, (ii) anticipated costs 
associated with refinancing or modifying the Assembly Note which matured in     
November 1992, and the Cranberry Note which matured in November 1993, (iii) the 
need for reserves to cover capital improvements, primarily at Assembly Square,  
(iv) the continued decline in sales at Assembly Square, and (v) the sluggish    
economy which resulted in slower than expected leasing of Cranberry and caused  
several tenants at Cranberry to close or seek rent relief from the Owner        
Partnership.  The refinancing of the Assembly Square Note was secured in late   
1992 and the renovation of Assembly Square was completed in 1993.  Following    
the completion of the Cranberry mortgage refinancing in May 1994 (see Item 7    
for a discussion of the Cranberry mortgage refinancing), the General Partner    
evaluated the Partnership's cash flow and anticipated funding needs to          
determine if and when cash distributions could be resumed.  Based on this       
evaluation, the General Partner reinstated cash distributions commencing with   
the first quarter of 1995.  The Partnership paid its 1995 fourth quarter        
distribution, in the amount of $3.78 per Unit, on February 9, 1996.             

The General Partner is considering all available alternatives to improve        
occupancy and sales at both Assembly Square and Cranberry Mall.  These          
alternatives include the funding of additional select capital improvements.     
Should the General Partner implement a capital intensive program in an effort   
to improve operations, it could impact the Partnership's ability to pay future  
cash distributions.                                                             

The General Partner is currently reviewing the status of continued cash         
distributions in light of the significant further decline in occupancy and      
sales at Assembly Square.  Based on current projections, it is likely that cash 
flow from Assembly Square will not be sufficient to cover all of the property's 
obligations, including servicing the payments of interest and principal due     
under the first mortgage loan.  While the General Partner anticipates           
initiating discussions with the lender, if it is concluded that a modification  
of debt service payments is necessary, there can be no assurances that such     
discussions will result in any kind of agreement which would improve the        
property's cash flow position. Therefore, the General Partner considers it      
likely that cash distributions to the limited partners will be suspended        
beginning with the first quarter of 1996 in order to facilitate payment of the  
Partnership's debt and other property obligations.                              

Item 6.  Selected Financial Data                                                

(dollars in thousands except per Unit data)                                     
As of and for the years ended December 31,                                      

                              1995       1994       1993       1992       1991

Total Income              $  13,806  $  13,985  $  13,157  $  12,395  $  12,301 

Net Income (Loss)         $ (17,536) $     693  $    (447) $  (1,563) $  (1,279)

Net Income (Loss)                                                               
per Unit                  $ (247.13) $    9.77  $   (6.30) $  (22.03) $  (18.03)

Cash Distributions                                                              
per Unit                  $   15.00  $      -   $  8.23(a) $       -   $  29.75 

Real Estate, net of                                                             
accumulated depreciation  $  73,162  $  92,807  $  94,363  $  94,055   $ 95,450 

Mortgages Payable         $  55,323  $  55,887  $  56,455  $  58,970   $ 59,025 

Total Assets              $  81,655  $ 100,542  $ 100,436  $ 104,011   $105,928 

(a)  A special distribution was made from funds previously escrowed for the     
expansion of the Jordan Marsh store at Assembly Square, which did not 
occur, and did not represent the resumption of regular quarterly      
distributions.                                                        

The above selected financial data should be read in conjunction with Item 7 and 
the Consolidated Financial Statements and notes thereto in Item 8.              

Item 7.  Management's Discussion and Analysis of Financial Condition and        
Results of Operations                                         

Liquidity and Capital Resources                                                 

At December 31, 1995, the Partnership had cash and cash equivalents totaling    
$6,315,688, compared with $5,514,426 at December 31, 1994.  The $801,262        
increase is primarily due to net cash provided by operating activities          
exceeding net cash used for investing activities and principal payments made on 
the Assembly mortgage note.                                                     

Real estate at cost, less accumulated depreciation and amortization totalled    
$73,161,792 at December 31, 1995 compared to $92,807,476 at December 31, 1994.  
The decrease is due to the reduction in the carrying value of Assembly Square   
based on management's assessment of the estimated fair market value of the      
property.  The determination of the estimated fair market value of the property 
was based upon the most recent appraisal of the property, which is conducted    
annually.                                                                       

Accounts receivable decreased from $1,090,390 at December 31, 1994 to $708,687  
at December 31, 1995 primarily due to the collection of prior-year receivables  
at both Assembly Square and Cranberry Mall and increases in the allowance for   
doubtful accounts with respect to several tenants at Assembly Square.           

Deferred charges increased from $125,112 at December 31, 1994 to $404,321 at    
December 31, 1995 primarily due to a disbursement of $325,464 for leasing costs 
to obtain a tenant at Cranberry Mall.  These costs are being amortized over the 
tenant's lease term.                                                            

Cash distributions were reinstated during the first quarter of 1995 following   
the General Partner's evaluation of the Partnership's cash flow and anticipated 
funding needs.  As a result, distributions payable increased from $0 at         
December 31, 1994 to $265,603 at December 31, 1995 due to the accrual of the    
fourth quarter 1995 distribution, which was paid on February 9, 1996 in the     
amount of $3.78 per Limited Partnership Unit.  The General Partner is currently 
reviewing the status of continued cash distributions in light of the            
significant further decline in occupancy and sales at Assembly Square.  Based   
on current projections, it is likely that cash flow from Assembly Square may    
not be sufficient to cover all of the property's obligations, including         
servicing the payments of interest and principal due under the first mortgage   
loan.  While the General Partner anticipates initiating discussions with the    
lender, if it is concluded that a modification of debt service payments is      
necessary, there can be no assurances that such discussions will result in any  
kind of agreement which would improve the property's cash flow position.        
Therefore, the General Partner considers it likely that cash distributions to   
the limited partners will be suspended beginning with the first quarter of 1996 
in order to facilitate payment of the Partnership's debt and other property     
obligations.                                                                    

On September 18, 1995, Caldor, an anchor tenant at Cranberry Mall, filed for    
protection under the U.S. Federal Bankruptcy Code.  Caldor has been current     
with its rental payments to the Partnership since the bankruptcy filing.        
Pursuant to the provisions of the Federal Bankruptcy Code, Caldor may, with     
court approval, choose to reject or accept the terms of its lease.  Should      
Caldor exercise its right to reject the lease, this would have an adverse       
impact on cash flow generated by Cranberry Mall and revenues received by the    
Partnership.  Until Caldor files a plan of reorganization, it is uncertain what 
effect this situation will have on the Caldor department store located at       
Cranberry Mall or on Cranberry Mall itself, although Caldor could affirm or     
reject its lease prior to filing a plan.  Caldor has requested that the         
Partnership grant it rent relief which is under negotiation.  As of December    
31, 1995, no other tenants at Cranberry Mall have filed for bankruptcy          
protection.                                                                     

As of the filing date of this report, the following tenants, or their parent    
corporations, at Assembly Square have filed for protection under the U.S.       
Bankruptcy Code.                                                                

Tenant                  Square Footage Leased       Open/Closed                 

All For A Dollar                3,464                     Open                  
Merry Go 'Round                 3,203                   Closed                  
Lingerie Factory                  990                     Open                  
Marianne                        6,630                     Open                  
Marianne Plus                   6,375                     Open                  
G & G                           1,474                     Open                  
5-7-9                           1,400                   Closed                  
Bakers                          2,214                     Open                  
Jeans West                      1,620                     Open                  
Wild Pair                       1,620                     Open                  
Coda                            2,139                     Open                  
No Name                         1,463                   Closed                  
Chess King                      2,318                   Closed                  

These tenants occupy 34,910 square feet, or approximately 22% of Assembly       
Square's leasable area (exclusive of anchor tenants), and at this point their   
plans to remain at Assembly Square remain uncertain.  Pursuant to the           
provisions of the U.S. Federal Bankruptcy Code, these tenants may, with court   
approval, choose to reject or accept the terms of their leases.  Should any of  
these tenants exercise the right to reject their leases, this could have an     
adverse impact on cash flow generated by Assembly Square and revenues received  
by the Partnership.  During January and February 1996, Merry Go 'Round, Dejaiz, 
Chess King , Wilsons, 5-7-9, and No Name closed their stores at Assembly        
Square.                                                                         

Results of Operations                                                           

1995 versus 1994                                                                
Net cash from operating activities totaled $3,041,866 for the year ended        
December 31, 1995 compared with $2,322,015 during 1994.  The increase is        
primarily due to a decrease in accounts receivable.                             

For the year ended December 31, 1995, the Partnership generated a net loss of   
$17,536,302 compared to $693,491 in 1994.  The change from net income to net    
loss is primarily due to the write-down in 1995 of Assembly Square to its       
estimated fair market value and, to a lesser degree, higher property operating, 
general and administrative and depreciation expense along with a decrease in    
escalation income.                                                              

Rental income for the year ended December 31, 1995 totaled $8,156,792, varying  
only slightly from $8,234,058 during 1994.  Escalation income, which represents 
billings to tenants for their proportional share of common area maintenance,    
operating and real estate tax expenses, totaled $5,071,283 during 1995 compared 
to $5,322,613 during 1994.  The decrease in escalation income is primarily due  
to an overaccrual in 1994 for common area maintenance expense recognized in     
1995 in addition to an overall decrease in common area maintenance expense in   
1995.                                                                           

Interest income for the year ended December 31, 1995 totalled $396,102 compared 
to $229,131 during 1994.  The increase in interest income is the result of      
higher interest rates earned on higher cash balances maintained by the          
Partnership.                                                                    

Total expenses for the year ended December 31, 1995 totalled $31,518,669        
compared to $13,273,682 during 1994.  The increase in total expenses is         
primarily due to the write-down in 1995 of Assembly Square to its estimated     
fair market value and increases in property operating expenses.  Property       
operating expenses increased from $4,576,316 for the year ended December 31,    
1994 to $5,015,637 in 1995.  The increase in property operating expenses is     
primarily due to increased legal expense related to the proposed Stop&Shop      
development adjacent to Assembly Square (please refer to Item 2) and increased  
bad debt expense related to several tenants at both Malls.                      

Interest expense for the year ended December 31, 1995 decreased $244,165        
compared to the year ended December 31, 1994.  The decrease in interest expense 
is primarily due to the refinancing of the Cranberry Note at a lower rate in    
the second quarter of 1994 and principal payments made on the Assembly Note.    

Assembly Square - Mall tenant sales for the years ended December 31, 1995 and   
1994 totalled $23,830,000 and $27,737,000, respectively, representing a 14%     
decrease.  Mature tenant sales for the years ended December 31, 1995 and 1994   
totalled $19,486,000 and $22,402,000, respectively, representing a 13%          
decrease.  A mature tenant is defined as a tenant that has been open for        
business and operating out of the same store for twelve months or more.  The    
General Partner attributes the decrease in sales to a decline in consumer       
spending on softgoods, particularly apparel, a trend experienced by retailers   
across the country, especially in the Northeast region, and increased           
competition in the trade area.  In addition, sales results reflect intensified  
competition from area retailers and lower occupancy at the property.  As of     
December 31, 1995, Assembly Square was 85% occupied (exclusive of anchor        
tenants) compared with a 90% occupancy rate at December 31, 1994.  Subsequent   
to December 31, 1995, occupancy at Assembly Square declined to 88% including    
anchor stores and 76% excluding anchor stores.                                  

Cranberry Mall - Mall tenant sales for the year ended December 31, 1995 were    
$31,176,000, approximately 2.3% behind sales of $31,923,000 for year ended      
December 31, 1994.  Mature tenant sales for the year ended December 31, 1995    
were $29,225,000, approximately 2% behind sales of $29,827,000 for the year     
ended December 31, 1994.  The General Partner attributes the decrease in sales  
at Cranberry to a decline in consumer spending on softgoods, particularly       
apparel, a trend experienced by retailers across the country, especially in the 
Northeast region, and increased competition in the trade area.  As of December  
31, 1995 and 1994, Cranberry was 83% and 80% occupied, respectively (exclusive  
of anchor and outparcel tenants).                                               

1994 versus 1993                                                                
For the year ended December 31, 1994, the Partnership generated total income of 
$13,984,514 and realized net income of $693,491 compared with total income of   
$13,157,061 and a net loss of $447,387 for the corresponding period in 1993.    
Net cash flow from operating activities totaled $2,322,015 as of December 31,   
1994, compared with $2,201,741 for the comparable period in 1993.  The increase 
in net cash flow and change from net loss to net income are primarily           
attributable to an increase in rental and escalation income and a decrease in   
interest expense.  These were offset partly by an increase in property          
operating expenses.                                                             

For the year ended December 31, 1994, the Malls generated rental income of      
$8,234,058 compared to $8,109,075 for the same period in 1993.  The increase is 
primarily due to an increase in percentage rents at both Malls, and base rents  
at Cranberry Mall.                                                              

Escalation income represents billings to tenants for their proportional share   
of common area maintenance, operating and real estate tax expenses.  Escalation 
income for the year ended December 31, 1994 totalled $5,322,613 compared to     
$4,721,132, for the same period in 1993.  The increase in escalation income for 
1994 is largely due to costs associated with Assembly Square's renovation,      
which are reimbursable from the Mall tenants and increased common area          
maintenance costs and real estate tax expense at Cranberry.                     

For the year ended December 31, 1994 interest income totalled $229,131 as       
compared to $195,183 for the comparable period last year.  The increase in      
interest income is the result of increased interest rates earned by the         
Partnership and higher cash balances maintained by the Partnership.             

Miscellaneous income for the year ended December 31, 1994 totalled $198,712 as  
compared to $131,671 for the year ended December 31, 1993.  The increase in     
miscellaneous income is primarily due to the receipt of a $75,000 tenant lease  
buy-out at Cranberry Mall during the first quarter of 1994.                     

Total expenses for the year ended December 31, 1994 were $13,273,682 compared   
to $13,606,876 for the corresponding period in 1993.  The decrease is primarily 
due to a decrease in interest expense and depreciation and amortization expense 
offset by an increase in property operating expenses.  Interest expense         
decreased due to the decrease in the interest rate on a lower principal balance 
for the amended Assembly Square loan and a decrease in the interest rate on the 
refinanced Cranberry mortgage loan.  Depreciation and amortization expense      
decreased due to the full amortization of finance fees associated with the      
original Assembly Square financing.  The increase in property operating expense 
is due primarily to increased costs for landscaping, snow removal, electricity  
and payroll expenses at both malls, as well as reimbursable costs associated    
with the Assembly Square renovation.                                            

Assembly Square - Mall tenant sales (exclusive of anchor tenants) for the year  
ended December 31, 1994 were $27,737,000 representing a 6.6% decrease from      
$29,711,000 for the year ended December 31, 1993.  Sales for tenants (exclusive 
of anchor tenants) who operated at the Mall for each of the last two years were 
approximately $22,402,000, and $28,026,000.  Sales results reflect a decrease   
in occupancy at the Mall and increased competition brought on by widespread     
discounting by area retailers.  As of December 31, 1994, Assembly Square was    
90% occupied (exclusive of anchor tenants) compared with a 92% occupancy rate   
at December 31, 1993.                                                           

Cranberry - Mall tenant sales (exclusive of anchor tenants) for the year ended  
December 31, 1994 were $31,923,000, a 3.4% decrease  from sales of $33,056,000  
for the year ended December 31, 1993.  Sales for tenants (exclusive of anchor   
tenants) who operated at the Mall for each of the last two years were           
approximately $29,827,000, and $29,076,000 in 1994 and 1993, respectively.  As  
of December 31, 1994, Cranberry Mall's occupancy rate was 80% (exclusive of     
anchor and outparcel tenants), unchanged from December 31, 1993.                

Property Appraisals                                                             

The appraised fair market values of Assembly Square and Cranberry at January 1, 
1996, as determined by Cushman & Wakefield, Inc., an independent, third-party   
appraisal firm, were $23,500,000 and $44,000,000, respectively, compared with   
$38,500,000 and $48,000,000, on January 1, 1995.  The $15,000,000 decrease in   
the appraised fair market value of Assembly Square, as determined by such       
appraisal firm, is based on several factors which include, but are not limited  
to, significantly increased competition within Assembly Square's trade area and 
substantial deterioration of Assembly Square's tenant mix brought upon by       
national problems impacting both individual retailers and retail chains such as 
retail consolidations and tenant bankruptcies.                                  

It should be noted that appraisals are only estimates of current value and      
actual values realizable upon sale may be significantly different.  A           
significant factor in establishing an appraised value is the actual selling     
price for properties which the appraiser believes are comparable.  Because of   
the nature of the Partnership's properties and the limited market for such      
properties, there can be no assurance that the other properties reviewed by the 
appraiser are comparable.  Additionally, the low level of liquidity as a result 
of the current restrictive capital environment has had the effect of limiting   
the number of transactions in real estate markets and the availability of       
financing to potential purchasers, which may have a negative impact on the      
value of an asset.  Further, the appraised value does not reflect the actual    
costs which would be incurred in selling the property.  As a result of these    
factors and the illiquid nature of an investment in Units of the Partnership,   
the variation between the appraised value of the Partnership's properties and   
the price at which Units of the Partnership could be sold is likely to be       
significant.  Fiduciaries of Limited Partners which are subject to ERISA or     
other provisions of law requiring valuation of Units should consider all        
relevant factors, including, but not limited to the net asset value per Unit,   
in determining the fair market value of the investment in the Partnership for   
such purposes.                                                                  

Item 8.  Financial Statements and Supplementary Data                            

See Item 14a for a listing of the Consolidated Financial Statements and         
Supplementary data filed in this report.                                        

Item 9.  Changes in and Disagreements with Accountants on Accounting and        
Financial Disclosure                                          

None.                                                                           

PART III

Item 10.  Directors and Executive Officers of the Registrant                    

Certain officers or directors of Regional Malls Inc. are now serving (or in the 
past have served) as officers and directors of entities which act as general    
partners of a number of real estate limited partnerships which have sought      
protection under the provisions of the Federal Bankruptcy Code.  The            
partnerships which have filed bankruptcy petitions own real estate which has    
been adversely affected by the economic conditions in the markets in which that 
real estate is located and, consequently, the partnerships sought the           
protection of the bankruptcy laws to protect the partnerships' assets from loss 
through foreclosure.                                                            

The following is a list of the officers and directors of Regional Malls Inc. at 
December 31, 1995:                                                              

Name                    Office                                  

    Paul L. Abbott          Director, President, Chief Operating Officer
           and Chief Financial Officer
Robert J. Hellman       Vice President                          
Joan B. Berkowitz       Vice President                          
Elizabeth Rubin         Vice President                          

Paul L. Abbott, 50, is a Managing Director of Lehman Brothers Inc. ("Lehman").  
Mr. Abbott joined Lehman in August 1988, and is responsible for investment      
management of residential, commercial and retail real estate.  Prior to joining 
Lehman, Mr. Abbott was a real estate consultant and a senior officer of a       
privately held company specializing in the syndication of private real estate   
limited partnerships.  From 1974 through 1983, Mr. Abbott was an officer of two 
life insurance companies and a director of an insurance agency subsidiary.  Mr. 
Abbott received his formal education in the undergraduate and graduate schools  
of Washington University in St. Louis.                                          

Robert J. Hellman, 41, is a Senior Vice President of Lehman and is responsible  
for investment management of retail, commercial and residential real estate.    
Since joining Lehman in 1983, Mr. Hellman has been involved in a wide range of  
activities involving real estate and direct investments including origination   
of new investment products, restructurings, asset management and the sale of    
commercial, retail and residential properties.  Prior to joining Lehman, Mr.    
Hellman worked in strategic planning for Mobil Oil Corporation and was an       
associate with an international consulting firm.  Mr. Hellman received a        
bachelor's degree from Cornell University, a master's degree from Columbia      
University and a law degree from Fordham University.                            

Joan B. Berkowitz, 36, is a Vice President of Lehman, responsible for asset     
management within the Diversified Asset Group.  Ms. Berkowitz joined Lehman in  
May 1986 as an accountant in the Realty Investment Group.  From October 1984 to 
May 1986, she was Assistant Controller to the Patrician Group.  From November   
1983 to October 1984, she was employed by Diversified Holdings Corporation.     
From September 1981 to November 1983, she was employed by Deloitte Haskins &    
Sells.  Ms. Berkowitz, a Certified Public Accountant, received a B.S. degree    
from Syracuse University in 1981.                                               

Elizabeth Rubin, 29, is a Vice President of Lehman in the Diversified Asset     
Group.  Ms. Rubin joined Lehman Brothers in April 1992.  Prior to joining       
Lehman Brothers, she was employed from September 1988 to April 1992 by the      
accounting firm of Kenneth Leventhal and Co.  Ms. Rubin is a Certified Public   
Accountant and received a B.S. degree from the State University of New York at  
Binghamton in 1988.                                                             

Item 11.  Executive Compensation                                                

The Officers and Directors of the General Partner do not receive any salaries   
or other compensation from the Partnership.  See Item 13 below with respect to  
a description of certain transactions of the General Partner and their          
affiliates with the Partnership.                                                

Item 12.  Security Ownership of Certain Beneficial Owners and Management        

(a) Security ownership of certain beneficial owners                             

At December 31, 1995, to the Partnership's knowledge, no investor held more     
than 5% of the outstanding Units.                                               

(b) Security ownership of management                                            

Various employees of Lehman Brothers that perform services on behalf of the     
General Partner own no units of the Partnership as of December 31, 1995.        

(c) Changes in control                                                          

None.                                                                           

Item 13.  Certain Relationships and Related Transactions                        

The General Partner and certain affiliates may be reimbursed by the Partnership 
for certain costs as described in the section "Management Compensation" of the  
Prospectus, which description is incorporated herein by reference thereto.      
First Data Investor Services Group, formerly The Shareholder Services Group,    
provides partnership accounting and investor relations services for the         
Registrant.  Prior to May 1993, these services were provided by an affiliate of 
a general partner.  The Partnership's transfer agent and certain tax reporting  
services are provided by Service Data Corporation.  Both First Data Investor    
Services Group and Service Data Corporation are unaffiliated companies.  A      
summary of amounts paid to the General Partners or their affiliates during the  
past three years is incorporated by reference to Note 7 to the Consolidated     
Financial Statements.                                                           

On July 31, 1993, Shearson Lehman Brothers, Inc. ("Shearson") sold certain of   
its domestic retail brokerage and asset management businesses to Smith Barney,  
Harris Upham & Co. Incorporated ("Smith Barney").  Subsequent to this sale,     
Shearson changed its name to Lehman Brothers Inc.  The transaction did not      
affect the ownership of the Partnership or the Partnership's General Partner.   
However, the assets acquired by Smith Barney included the name "Shearson."      
Consequently, the general partner changed its name to Regional Malls Inc., the  
Assignor Limited Partner changed its name to Regional Malls Depositary Corp.    
and the Owner Partnership changed its name to Shopco Malls L.P. to delete any   
references to "Shearson."                                                       

Part IV 

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K       

(a) (1) and (2).                                                                
Shopco Regional Malls, L.P. and Consolidated Partnership        
(a Delaware limited partnership)                                

Index to Consolidated Financial Statements and Schedules        

                                  Page
                                Number

Independent Auditors' Report                    F-1             

Consolidated Balance Sheets                                     
At December 31, 1995 and 1994                   F-2             

Consolidated Statements of Operations                           
For the years ended December 31, 1995,                          
1994 and 1993                                   F-3             

Consolidated Statements of Partners'                            
Capital (Deficit) For the years ended                           
December 31, 1995, 1994 and 1993                F-3             

Consolidated Statements of Cash Flows                           
For the years ended December 31, 1995,                          
1994 and 1993                                   F-4             

Notes to Consolidated Financial Statements      F-5             

Schedule II - Valuation and Qualifying                          
Accounts                                        F-11            

Schedule III - Real Estate and                                  
Accumulated Depreciation                        F-12            

(b) Exhibits                                                                    

Subject to Rule 12b-32 of the Securities Act of 1934 regarding incorporation by 
reference, listed below are the exhibits which are filed as part of this        
report.                                                                         

3.  Partnership's Amended and Restated Agreement of Limited Partnership,
       dated October 6, 1988, is hereby incorporated by reference to Exhibit A
   to the Prospectus contained in Registration Statement No. 33-20614,
which Registration Statement (the "Registration Statement") was 
declared effective by the SEC on May 20, 1988.                  

4.1 The form of Unit Certificate is hereby incorporated by reference to 
Exhibit 7 to the Form 8-A dated April 10, 1989.                 

 10.1 The form of Subscription Agreement is hereby incorporated by reference
to Exhibit C to the Registration Statement.                     

10.2 Escrow Agreement between Partnership and United States Trust Company 
       of New York, is hereby incorporated by reference to Exhibit 10.2 to the
Registration Statement.                                         

10.3 The form of Depository Agreement between Partnership and Shearson    
      Regional Malls Depository Corp., as Assignor Limited Partner is hereby
incorporated by reference to Exhibit 10.3 to the Registration   
Statement.                                                      

10.4 The form of Sale Contract concerning the acquisition of Assembly     
 Square is hereby incorporated by reference to Exhibit 10.4 to the
Registration Statement.                                         

10.5 Letter of Intent to Purchase Cranberry is hereby incorporated by     
reference to Exhibit 10.5 to the Registration Statement.        

10.6 The form of Master Rental Income Guaranty is hereby incorporated by  
reference to Exhibit 10.6 to the Registration Statement.        

10.7 The form of Management and Leasing Agreement is hereby incorporated  
by reference to Exhibit 10.7 to the registration Statement.     

 10.8 Amendment of Mortgage Loan Modification between Shearson Shopco Malls,
L.P. and Aetna Life Insurance Company is hereby incorporated by 
   reference to Exhibit 10.8 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1992.                      

10.9 Note Modification Agreement between Shopco Malls, L.P. and           
    Metropolitan Life Insurance Company for Cranberry Mall as of May 31,
1994, is hereby incorporated by reference to Exhibit 10.1 to the
     Registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 1994.                                                       

27   Financial Data Schedule                                              

(c) Reports on Form 8-K filed during the fourth quarter of 1995:    None        

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange  
Act of 1934, the Registrant has duly caused this report to be signed on its     
behalf by the undersigned, thereunto duly authorized.                           

Dated:  March 29, 1996                                                          
           SHOPCO REGIONAL MALLS, L.P.

            BY:     Regional Malls, Inc.
               General Partner

          BY:     /s/ Paul L. Abbott
                    Name: Paul L. Abbott
                           Title: President, Director,
                                     Chief Operating Officer
                                         and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this       
report has been signed below by the following persons on behalf of the          
Registrant in the capacities and on the dates indicated.                        

    REGIONAL MALLS, INC.
General Partner 

Date:  March 29, 1996                                                           
      BY: /s/ Paul L. Abbott
              Paul L. Abbott
                    President, Director,
                       Chief Operating Officer
                           and Chief Financial Officer

Date:  March 29, 1996                                                           
         BY: /s/ Robert J. Hellman
                 Robert J. Hellman
              Vice President

Date:  March 29, 1996                                                           
      BY: /s/ Joan Berkowitz
              Joan Berkowitz
              Vice President

Date:  March 29, 1996                                                           
       BY: /s/ Elizabeth Rubin
               Elizabeth Rubin
              Vice President

Independent Auditors' Report                                                    

The Partners                                                                    
Shopco Regional Malls, L.P.:                                                    

We have audited the consolidated financial statements of Shopco Regional Malls, 
L.P. and Consolidated Partnership (a Delaware limited partnership) as listed in 
the accompanying index.  In connection with our audits of the consolidated      
financial statements, we also have audited the financial statement schedules as 
listed in the accompanying index.  These consolidated financial statements and  
financial statement schedules are the responsibility of the Partnership's       
management.  Our responsibility is to express an opinion on these consolidated  
financial statements and financial statement schedules based on our audits.     

We conducted our audits in accordance with generally accepted auditing          
standards.  Those standards require that we plan and perform the audit to       
obtain reasonable assurance about whether the financial statements are free of  
material misstatement.  An audit includes examining, on a test basis, evidence  
supporting the amounts and disclosures in the financial statements.  An audit   
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation.  We believe that our audits provide a reasonable basis  
for our opinion.                                                                

In our opinion, the consolidated financial statements referred to above present 
fairly, in all material respects, the financial position of Shopco Regional     
Malls, L.P. and Consolidated Partnership as of December 31, 1995 and 1994, and  
the results of their operations and their cash flows for each of the years in   
the three-year period ended December 31, 1995 in conformity with generally      
accepted accounting principles.  Also in our opinion, the related financial     
statement schedules, when considered in relation to the consolidated financial  
statements taken as a whole, present fairly, in all material respects, the      
information set forth therein.                                                  

KPMG PEAT MARWICK LLP                                                           

Boston, Massachusetts                                                           
March 25, 1996                                                                  

Consolidated Balance Sheets                                                     
December 31, 1995 and 1994                                                      

Assets                                                   1995            1994   

Real estate, at cost (notes 3, 5 and 6):                                        
      Land                                     $  11,329,547   $  15,692,356
      Building                                    69,255,697      88,910,782
      Improvements                                 2,706,206       2,431,816

                                                  83,291,450     107,034,954
Less accumulated depreciation and amortization     (10,129,658)    (14,227,478) 

                                                  73,161,792      92,807,476

Cash and cash equivalents                            6,315,688       5,514,426  
Construction escrows (note 5)                          416,568         388,525  
Accounts receivable, net of allowance                                           
of $797,783 in 1995 and $604,598 in 1994               708,687       1,090,390  
Deferred rent receivable                               193,387         218,646  
Deferred charges, net of accumulated                                            
amortization of $122,757 in 1995 and                                        
$81,794 in 1994                                      404,321         125,112
Prepaid expenses                                       454,533         397,791  

              Total Assets                     $  81,654,976   $ 100,542,366

Liabilities, Minority Interest and Partners' Capital                            

Liabilities:                                                                    
Accounts payable and accrued expenses            $     198,949   $     196,850  
Mortgages payable (note 6)                          55,323,013      55,887,496  
Accrued interest payable                               172,111               0  
Due to affiliates (notes 7 and 8)                       17,007          30,772  
Security deposits payable                               13,771          15,971  
Deferred income                                        454,667         412,169  
Distributions Payable                                  265,603               0  

              Total Liabilities                   56,445,121      56,543,258

Minority interest                                     (397,677)       (198,476) 

Partners' Capital (Deficit) (note 4):                                           
General Partner                                       (218,681)        (43,318) 
Limited Partners (70,250 limited partnership                                    
units authorized,issued and outstanding)           25,826,213      44,240,902 

              Total Partners' Capital             25,607,532      44,197,584

Total Liabilities, Minority                     
              Interest and Partners' Capital   $  81,654,976   $ 100,542,366

Consolidated Statements of Operations                                           
For the years ended December 31, 1995, 1994 and 1993                            

Income                                        1995          1994          1993  

Rental income (note 3)                $  8,156,792  $  8,234,058  $  8,109,075  
Escalation income (note 3)               5,071,283     5,322,613     4,721,132  
Interest income                            396,102       229,131       195,183  
Miscellaneous income                       182,214       198,712       131,671  

      Total Income                    13,806,391    13,984,514    13,157,061

Expenses                                                                        

Interest expense                         4,339,057     4,583,222     5,186,625  
Property operating expenses              5,015,637     4,576,316     4,294,927  
Loss on write-down of real estate       17,903,567             -             -  
Depreciation and amortization            2,619,786     2,512,580     2,542,332  
Real estate taxes                        1,434,129     1,433,544     1,393,731  
General and administrative                 206,493       168,020       189,261  

      Total Expenses                  31,518,669    13,273,682    13,606,876

Income (Loss) before minority                                                   
 interest                             (17,712,278)      710,832      (449,815)
Minority interest                          175,976       (17,341)        2,428  

          Net Income (Loss)          $(17,536,302)  $   693,491  $   (447,387)

Net Income (Loss) Allocated:                                                    

To the General Partner                $   (175,363)  $     6,935  $     (4,474) 
To the Limited Partners                (17,360,939)      686,556      (442,913) 

                                     $(17,536,302)  $   693,491  $   (447,387)

Per limited partnership unit                                                    
 (70,250 outstanding)                    $(247.13)        $9.77        $(6.30)

Consolidated Statements of Partners' Capital (Deficit)                          
For the years ended December 31, 1995, 1994 and 1993                            

                     Limited       General
                                     Partners'     Partner's         Total

Balance at December 31, 1992        $  44,575,509  $   (45,779)  $  44,529,730  
Net loss                                 (442,913)      (4,474)       (447,387) 
Distributions (note 9)                   (578,250)           0        (578,250) 

Balance at December 31, 1993           43,554,346      (50,253)     43,504,093  
Net income                                686,556        6,935         693,491  

Balance at December 31, 1994           44,240,902      (43,318)     44,197,584  
Net loss                              (17,360,939)    (175,363)    (17,536,302) 
Distributions (note 9)                 (1,053,750)           0      (1,053,750) 

Balance at December 31, 1995        $  25,826,213  $  (218,681)  $  25,607,532  

Consolidated Statements of Cash Flows                                           
For the years ended December 31, 1995, 1994 and 1993                            

Cash Flows from Operating Activities:           1995          1994        1993  

Net income (loss)                      $ (17,536,302)  $   693,491  $  (447,387)
Adjustments to reconcile net                                                    
income (loss) to net cash provided                                              
by operating activities:                                                        
   Minority interest                        (175,976)       17,341       (2,428)
  Depreciation and amortization           2,619,786     2,512,580    2,542,332
  Loss on write-down of real estate      17,903,567             0            0
Increase (decrease) in cash arising                                       
from changes in operating assets                                          
and liabilities:                                                          
       Release of Construction escrows            0             0      192,750
        Accounts receivable                  381,703      (864,015)      (3,636)
        Deferred rent receivable              25,259        28,245      (62,800)
       Deferred charges                    (320,172)            0            0
       Prepaid expenses and other assets    (56,742)      (28,538)      14,036
Accounts payable and accrued                                    
       expenses                               2,099        25,710        5,150
       Accrued interest payable             172,111             0            0
        Due to affiliates                    (13,765)        6,747       (4,175)
        Security deposits payable             (2,200)      (17,733)     (12,636)
        Deferred income                       42,498       (51,813)     (19,465)

Net cash provided by operating activities  3,041,866     2,322,015    2,201,741 

Cash Flows from Investing Activities:                                           

   Additions to real estate                 (836,706)     (916,855)  (2,692,221)
   Construction escrows                      (28,043)      (45,699)    (948,741)

Net cash used for investing activities      (864,749)     (962,554)  (3,640,962)

Cash Flows from Financing Activities:                                           

   Deferred charges                                0        (4,968)     (44,632)
   Payment of mortgage principal            (564,483)     (567,814)  (2,514,895)
  Release of construction escrow                  0       955,915    2,578,250
  Distributions paid - minority interest    (23,225)            0            0
   Distributions paid - limited partners    (788,147)            0     (578,250)

Net cash provided by (used for)                                                 
financing activities                      (1,375,855)      383,133     (559,527)

Net increase (decrease) in cash and                                             
cash equivalents                             801,262     1,742,594   (1,998,748)

Cash and cash equivalents at beginning                                          
of period                                  5,514,426     3,771,832    5,770,580 

Cash and cash equivalents at end of                                             
period                                   $ 6,315,688  $  5,514,426  $ 3,771,832 

Supplemental Disclosure of Cash Flow Information:                               

Cash paid during the period for interest $ 4,166,946  $  4,583,222  $ 5,186,625 

Notes to Consolidated Financial Statements                                      
December 31, 1995 and 1994                                                      

1. Organization                                                                 
Shopco Regional Malls, L.P. ("SRM") was formed as a limited partnership on      
March 11, 1988 under the laws of the State of Delaware.  The Partnership is the 
general partner of Shopco Malls L.P. (the "Owner Partnership"), a Delaware      
limited partnership, which in October 1988 purchased The Mall at Assembly       
Square ("Assembly Square") and Cranberry Mall ("Cranberry").                    

The general partner of SRM is Regional Malls Inc. (the "General Partner")       
formerly Shearson Regional Malls, Inc., an affiliate of Lehman Brothers Inc.    
formerly Shearson Lehman Brothers Inc. (see below).                             

On July 31, 1993, Shearson Lehman Brothers Inc. sold certain of its domestic    
retail brokerage and asset management businesses to Smith Barney, Harris Upham  
& Co. Incorporated ("Smith Barney").  Subsequent to the sale, Shearson Lehman   
Brothers Inc. changed its name to Lehman Brothers Inc. ("Lehman Brothers").     
The transaction did not affect the ownership of the general partner.  However,  
the assets acquired by Smith Barney included the name "Shearson."               
Consequently, effective October 29, 1993, the General Partner changed its name  
to Regional Malls Inc. to delete any reference to "Shearson."                   

The first investor closing occurred in October 1988 and the offering was        
completed in April 1989 when the 70,250 total authorized limited partnership    
units were accepted.                                                            

2. Summary of Significant Accounting Policies                                   
Basis of Accounting - The consolidated financial statements of SRM have been    
prepared on the accrual basis of accounting and include the accounts of SRM and 
the Owner Partnership.  All significant intercompany accounts and transactions  
have been eliminated.                                                           

Real Estate - Real estate, which consists of buildings, land and improvements,  
is recorded at cost less accumulated depreciation and amortization or fair      
value. Cost includes the initial purchase price of each property plus closing   
costs, acquisition and legal fees and capital improvements.  Depreciation is    
computed using the straight-line method based on an estimated useful life of 40 
years. Depreciation of fixtures and equipment is computed using the             
straight-line method over an estimated useful life of 12 years.  Amortization   
of tenant leasehold improvements is computed using the straight-line method     
over the lease term.                                                            

Accounting for Impairment - In March 1995, the Financial Accounting Standards   
Board issued Statement of Financial Accounting Standards No. 121, "Accounting   
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be         
Disposed Of" ("FAS 121"), which requires impairment losses to be recorded on    
long-lived assets used in operations when indicators of impairment are present  
and the undiscounted cash flows estimated to be generated by those assets are   
less than the asset's carrying amount.  FAS 121 also addresses the accounting   
for long-lived assets that are expected to be disposed of.  The Partnership     
adopted FAS 121 in the fourth quarter of 1995.                                  

Fair Value of Financial Instruments - Statement of Financial Accounting         
Standards No. 107 "Disclosures about Fair Value of Financial Instruments" ("FAS 
107"), requires that the Partnership disclose the estimated fair values of its  
financial instruments.  Fair values generally represent estimates of amounts at 
which a financial instrument could be exchanged between willing parties in a    
current transaction other than in forced liquidation.                           

Fair value estimates are subjective and are dependent on a number of            
significant assumptions based on management's judgment regarding future         
expected loss experience, current economic conditions, risk characteristics of  
various financial instruments, and other factors.  In addition, FAS 107 allows  
a wide range of valuation techniques, therefore, comparisons between entities,  
however similar may be difficult.                                               

Deferred Charges - Mortgage commitment and placement fees, and extension fees   
are being amortized over the life of the mortgages.  Leasing commissions are    
amortized using the straight-line method over the lease term.                   

Offering Costs - Offering costs are non-amortizable and are deducted from       
limited partners' capital.                                                      

Transfer of Units and Distributions - Net income or loss from operations is     
allocated to registered holders ("Unit Holder").  Upon the transfer of a unit,  
net income (loss) from operations attributable to such unit generally is        
allocated between the transferor and the transferee based on the number of days 
during the year of transfer that each is deemed to have owned the unit.  The    
Unit Holder of record on the first day of the calendar month is deemed to have  
transferred their interest on the first day of such month.                      

Distributions of operating cash flow, as defined in the Partnership Agreement,  
will be paid on a quarterly basis to registered Unit Holders on record dates    
established by the Partnership, which generally fall 45 days after quarter end. 

Income Taxes - No provision is made for income taxes in the consolidated        
financial statements since such liability is the liability of the individual    
partners.                                                                       

Net Income (Loss) Per Limited Partnership Unit - Net loss per limited           
partnership unit is calculated based upon the number of limited partnership     
units outstanding during the period.                                            

Rental Income and Deferred Rent - The Partnership rents its property to tenants 
under operating leases with various terms.  Deferred rent receivable consists   
of rental income which is recognized on the straight-line basis over the lease  
terms, but will not be received until later periods as a result of scheduled    
rent increases.                                                                 

Cash and Cash Equivalents - Cash and cash equivalents consist of short-term,    
highly liquid investments which have maturities of three months or less form    
the date of issuance.  The carrying amount approximates fair value because of   
the short maturity of these investments.                                        

Concentration of Credit Risk - Financial instruments which potentially subject  
the Partnership to a concentration of credit risk principally consist of cash   
and cash equivalents in excess of the financial institutions' insurance limits. 
The Partnership invests available cash with high credit quality financial       
institutions.                                                                   

Use of Estimates - The preparation of financial statements in conformity with   
generally accepted accounting principles requires management to make estimates  
and assumptions that affect the reported amounts of assets and liabilities and  
disclosure of contingent assets and liabilities at the date of the financial    
statements and the reported amounts of revenues and expenses during the         
reporting period. Actual results could differ from those estimates.             

3. Real Estate                                                                  
SRM's real estate consists of two enclosed malls:                               

The Mall at Assembly Square in Somerville, Massachusetts, which includes        
approximately 25.93 acres of land, was purchased on October 11, 1988 for        
$42,358,000.  Assembly Square contains approximately 322,000 square feet of     
gross leasable area (including kiosk space) including two anchor tenants:       
Jordan Marsh and Kmart.                                                         

Jordan Marsh currently leases approximately 72,240 square feet of gross         
leasable building area and is required to use the premises as a Jordan Marsh    
retail store until February 28, 2007 or under such other name as a majority of  
the stores currently being operated as Jordan Marsh stores in the Boston,       
Massachusetts area are then operated.                                           

Kmart leases approximately 94,800 square feet of gross leasable building area.  
The initial term of the Kmart lease expires on October 31, 2005 and the lease   
provides for ten successive five-year renewal options on the same terms and     
conditions.  The Kmart lease does not contain any operating covenants and the   
tenant may freely assign or sublet the premises, provided, however, that the    
tenant remains primarily liable for all covenants under the lease.              

Cranberry Mall in Westminster, Maryland, which includes approximately 55.61     
acres of land, was purchased on October 5, 1988 for $53,847,500.  Cranberry     
contains approximately 530,000 square feet of gross leasable area including     
four anchor tenants:  Sears, Caldor, Leggett and Montgomery Ward.               

Sears leases approximately 70,000 square feet of gross leasable building area.  
Sears is required to use the premises as a Sears retail store until the year    
2002 or under such other trade name as the majority of Sears retail stores are  
then operating.                                                                 

Caldor leases approximately 81,200 square feet of gross leasable building area. 
During the first 15 years of the lease, ending March 4, 2002, Caldor is         
required to use the premises continuously as a Caldor retail department store   
or under such other trade name as all Caldor department stores in the Baltimore 
area are then operating.  For the five years following the initial 15 years of  
the lease, the tenant may use the premises for a retail department store under  
any trade name.                                                                 

On September 18, 1995, Caldor filed for protection under the U.S. Federal       
Bankruptcy Code.  Caldor has been current with its rental payments to the       
Partnership since the bankruptcy filing.  Pursuant to the provisions of the     
Federal Bankruptcy Code, Caldor may, with court approval, choose to reject or   
accept the terms of its lease.  Should Caldor exercise its right to reject the  
lease, this would have an adverse impact on cash flow generated by Cranberry    
Mall and revenues received by the Partnership.  Until Caldor files a plan of    
reorganization, it is uncertain what effect this situation will have on the     
Caldor department store located at Cranberry Mall or on Cranberry Mall itself.  

Leggett currently leases 65,282 square feet of gross leasable building area.    
During the first 15 years of the lease, ending March 4, 2002, the tenant is     
required to use the premises as a Leggett's retail department store or under    
such other trade name as Leggett's is then operating substantially all of its   
department stores.                                                              

Montgomery Ward leases approximately 80,000 square feet of gross leasable       
building area and 9,000 square feet for an automotive center.  During the first 
15 years of the lease term, the tenant is required to use the premises as a     
retail store under the trade name Montgomery Ward or under such other name as   
the tenant is doing business in the majority of its retail department stores in 
the State of Maryland.                                                          

The following is a schedule of the remaining minimum lease payments as called   
for under the lease agreements:                                                 

Year ending                                                     
December 31,             Assembly       Cranberry               

1996                $   2,329,671  $    4,557,773               
1997                    1,994,055       3,810,947               
1998                    1,953,433       3,256,386               
1999                    1,834,440       2,877,881               
2000                    1,682,270       2,593,481               
Thereafter              4,713,095      13,487,899               

     $  14,506,964  $   30,584,367

In addition to the minimum lease amounts, the leases provide for percentage     
rents and escalation charges to tenants for common area maintenance and real    
estate taxes.  For the years ended December 31, 1995, 1994 and 1993,            
respectively, percentage rents amounted to $91,191, $244,143 and $180,664 for   
Assembly Square and $269,609, $205,473 and $155,112 for Cranberry; these        
amounts are included in rental income.  For the years ended December 31, 1995,  
1994 and 1993, respectively, temporary tenant income amounted to $270,498,      
$324,731 and $280,230 for Assembly Square and $330,111, $217,545 and $219,920   
for Cranberry; these amounts are included in rental income.                     

The appraised fair market values, as determined by an independent, third party  
appraisal firm, at January 1, 1996 and 1995 were $23,500,000 and $38,500,000,   
respectively, for Assembly Square and $44,000,000 and $48,000,000,              
respectively, for Cranberry.                                                    

The decrease in the appraised fair market value of Assembly Square from         
December 31, 1994, to December 31, 1995, and the near term maturity date of the 
Assembly Square mortgage loan were determined by management to be indicators of 
impairment of the carrying value of Assembly Square.  Management completed a    
recoverability review of the carrying value of Assembly Square based upon an    
estimate of undiscounted future cash flows expected to result from its use and  
eventual disposition.  As of December 31, 1995, management concluded that the   
sum of the undiscounted future cash flows estimated to be generated by Assembly 
Square are less than its carrying value and, as a result, the Partnership       
recorded a write-down of $17,903,567 to reduce Assembly Square's carrying value 
to its estimated fair value of $23,500,000.                                     

4. Partnership Agreement                                                        
The Partnership has a 98% interest in the operating income, profits and cash    
distributions, and a 99% interest in the operating losses, of the Owner         
Partnership.  The Limited Partnership Agreement provides that all operating     
income, operating losses and cash distributions are generally allocated 1% to   
the General Partner and 99% to the limited partners.                            

5. Construction Escrow                                                          
In connection with the purchase of Assembly Square, $2,771,000 was held in      
escrow from the proceeds of the Assembly Square note for the possible expansion 
of the Jordan Marsh store.  Pursuant to the amended Assembly Square mortgage    
and a Jordan Marsh lease amendment, the Partnership paid $2,000,000 from the    
escrow to the lender to reduce the Assembly Square mortgage principal balance   
in 1992.  Pursuant to the Partnership and Owner Partnership Agreements, 75% of  
the remaining escrow balance was distributed to the limited partners and 25%    
was added to the Partnership's working capital reserve.                         

In 1990, the Partnership borrowed $3,775,000 to fund the expansion of           
Montgomery Ward at Cranberry.  During 1991, $3,425,000 of the funds were        
released.  The remaining proceeds inclusive of interest income totalling        
$416,568, remain in the construction escrow account as of December 31, 1995.    

6. Mortgages Payable                                                            
                                                        1995          1994

Secured by the Mall at Assembly Square.                                         
Principal and interest, at 8.50%, payable monthly                               
until maturity on November 1, 1997                 $  24,298,013  $  24,862,496 

Secured by Cranberry Mall. Interest only,                                       
at 7.25%, payable monthly until maturity on                                     
April 1, 1999                                         27,250,000     27,250,000 

Secured by Cranberry Mall. Interest only,                                       
at 7.25%, payable monthly until maturity on                                     
April 1, 1999                                          3,775,000      3,775,000 

                                                  $  55,323,013  $  55,887,496

On January 15, 1993, the Owner Partnership amended the $28,000,000 Assembly     
Square mortgage payable which matured on November 1, 1992.  Under the terms of  
the agreement, the amended Assembly Square Note, effective November 1, 1992,    
will mature on November 1, 1997, bear interest at a rate of 8.5% per annum, and 
will require monthly payments of principal and interest based upon a            
twenty-year amortization schedule.                                              

As a condition of the modification of the Assembly Note, the Partnership agreed 
to renovate the interior of Assembly Square.  In addition, a capital cost and   
leasing escrow (the "Escrow") was required to be established over the life of   
the amended Assembly Square Note.  The Partnership expended approximately $2.7  
million for capital improvements from Partnership cash reserves and the Escrow  
which was established at the closing.  At December 31, 1995, $955,915 had been  
released from the Assembly Capital Improvement Escrow to fund capital costs at  
Assembly Square.                                                                

It is not practicable for the Partnership to estimate the fair value of the     
Assembly Note as no quoted market price exists and the cost of obtaining an     
independent valuation appears excessive to the Partnership.  However, the       
Partnership believes the fair value of the Assembly Note is no more than the    
estimated fair market value of Assembly Square.                                 

The note secured by Cranberry Mall matured on November 1, 1993.  The lender,    
Metropolitan Life Insurance Company, agreed to extend the note at its current   
terms until May 1, 1994.  During the extension period (from November 1, 1993 to 
May 1, 1994) the General Partner and Metropolitan Life Insurance Co. continued  
discussions and reached an agreement to modify and extend the Note on mutually  
acceptable terms.  Under the terms of the agreement, the amended Cranberry Mall 
Note, effective April 1, 1994, requires payments of interest only on the unpaid 
principal balance of $31,025,000 at an interest rate of 7.25% per annum until   
its maturity on April 1, 1999.                                                  

Based on the borrowing rates currently available to the Partnership for         
mortgage loans with similar terms, the fair value of the Cranberry Mall note    
approximates its carrying value.                                                

The following is a schedule of principal payments for the next four years.      

Year ending                                                     
December 31,       Assembly          Cranberry                  

1996            $   726,153       $          0                  
1997             23,571,860                  0                  
1998                      0                  0                  
1999                      0         31,025,000                  

$24,298,013       $ 31,025,000  

7. Transactions With Related Parties                                            
Under the terms of the Partnership Agreement, the Partnership reimburses the    
General Partner, at cost, for the performance of certain administrative         
services provided by a third party.  For the years ended December 31, 1995,     
1994, and 1993, costs of such services were $77,955, $46,127, and $60,758,      
respectively.  At December 31, 1995 and 1994, $17,006 and $30,772 were due to   
the General Partner for the performance of these services.                      

Cash and Cash Equivalents                                                       
Certain cash accounts reflected on the Partnership's consolidated balance       
sheets at December 31, 1995 and 1994 were on deposit with an affiliate of the   
General Partner.                                                                

8. Management Agreement                                                         
The Partnership entered into an agreement with Shopco Management Corporation,   
an affiliate of the Owner Partnership, for the management of the Malls through  
December 31, 1998.  The agreement provides for an annual fee equal to 3% of the 
gross rents collected from the Malls.  Effective January 1, 1995, the fee was   
increased to 4% of the gross rents collected from the Malls.  For the years     
ended December 31, 1995, 1994 and 1993, respectively, management fees earned by 
Shopco Management Corporation were $321,379, $248,659 and $244,901,             
respectively.                                                                   

9. Distributions to Limited Partners                                            
Distributions to the limited partners for each of 1995, 1994 and 1993 were      
$1,053,750 ($15 per limited partnership unit), $0 and $578,250 ($8.23 per       
limited partnership unit) representing a special distribution paid from the     
funds previously escrowed for the expansion of the Jordan Marsh store at        
Assembly Square.  Cash distributions declared payable to limited partners at    
December 31, 1995 and 1994 were $265,603 ($3.78 per limited partnership unit)   
and $0.                                                                         

10. Reconciliation of Consolidated Financial Statement Net Income (Loss) and    
Partners' Capital To Federal Income Tax Basis Net Income (Loss) and Partners'   
Capital                                                                         

Reconciliations of financial statement net income (loss) and partners' capital  
to federal income tax basis net income (loss) and partners' capital follow:     

                                           1995           1994        1993

Financial statement consolidated                                                
net income (loss)                    $ (17,536,302)  $    693,491  $  (447,387) 

Tax basis amortization over                                                     
financial statement amortization                 0              0      (66,656) 

Tax basis depreciation over                                                     
financial statement depreciation          (357,373)       (411,135)   (408,596) 

Tax basis recognition of deferred                                               
income over (under) financial statement                                         
recognition of deferred income              (6,913)        (50,777)    (19,270) 

Tax basis recognition of real estate                                            
taxes under (over) financial statement                                          
recognition of real estate taxes            (2,497)          2,258      19,749  

Tax basis recognition of rental income                                          
over (under) financial statement                                                
recognition of rental income                25,007          27,680     (81,561) 

Financial statement loss on write-down                                          
of real estate                          17,903,567               0           0  

Other                                        5,317         (15,680)     (3,945) 

Federal income tax basis net                                                    
income (loss)                          $    30,806   $     245,837  $(1,007,666)

                                             1995            1994         1993

Financial statement basis partners'                                             
capital                                $25,607,532   $  44,197,584  $43,504,093 

Current year financial statement                                                
net income (loss) over (under)                                                  
federal income tax basis                                                        
net income (loss)                       17,567,108        (447,654)    (560,279)

Cumulative federal income tax                                                   
basis net loss over (under)                                                     
cumulative financial statement                                                  
net loss                                  (112,166)        335,488      895,767 

Federal income tax basis partners'                                              
capital                                $43,062,474   $  44,085,418  $43,839,581 

Because many types of transactions are susceptible to varying interpretations   
under Federal and state income tax laws and regulations, the amounts reported   
above may be subject to change at a later date upon final determination by the  
respective taxing authorities.                                                  

11. Litigation                                                                  
On March 7, 1996, a purported class action, Ressner v. Lehman Brothers, Inc.,   
was commenced on behalf of, among others, all Unitholders in the Court of       
Chancery for New Castle County, Delaware, against the General Partner of the    
Partnership, Lehman Brothers, Inc. and others (the "Defendants").  The          
complaint alleges, among other things, that the Unitholders were induced to     
purchase Units based upon misrepresentation and/or omitted statements in the    
sales materials used in connection with the offering of Units in the            
Partnership.  The complaint purports to assert a claim for breach of fiduciary  
duty based on the foregoing.  The Defendants intend to defend the action        
vigorously.                                                                     

Schedule II Valuation and Qualifying Accounts                                   

                                Balance at  Charged to              Balance at
                                 Beginning   Costs and                  End of
                                 of Period    Expenses  Deductions      Period

Allowance for doubtful accounts:                                                

Year ended December 31, 1993:    $  434,600   $ 370,201   $  77,803  $  726,998 

Year ended December 31, 1994:       726,998     112,131     234,531     604,598 

Year ended December 31, 1995:    $  604,598   $ 342,127   $ 148,942  $  797,783 

SHOPCO REGIONAL MALLS, L.P. AND CONSOLIDATED PARTNERSHIP                        
Schedule III - Real Estate and Accumulated Depreciation                         
December 31, 1995                                                               

                                                              Cost Capitalized
                                                                    Subsequent
                                Initial Cost to Partnership (1) To Acquisition
                                ------------------------------  --------------
                                                                         Land,
                                                  Buildings and  Buildings and
Description          Encumbrances          Land     Improvements   Improvements 

Shopping Center                                                                 
Westminster, MD      $ 31,025,000    $ 6,610,235    $ 47,649,669   $  5,403,227 

Shopping Center                                                                 
Somerville, MA       $ 24,298,013    $ 8,979,399    $ 33,468,672   $  5,702,482 

                    $ 55,323,013    $15,589,634    $ 81,118,341   $ 11,105,709

      Gross Amount at Which Carried at Close
       of Period (2)
     -------------------------------------
                               Buildings and                   Accumulated
Description               Land     Improvements         Total    Depreciation   

Shopping Center                                                                 
Westminster, MD      $  6,442,554  $ 53,220,577  $ 59,663,131    $ 10,001,339   

Shopping Center                                                                 
Somerville, MA       $  9,249,802   $38,900,751    48,150,553    $    128,319   
Provision for loss     (4,362,809)  (20,159,425)  (24,522,234)              0   

                  $ 11,329,547  $ 71,961,903  $ 83,291,450    $ 10,129,658

                                                         Life on which
                                                          Depreciation
                                                             in Latest
                        Date of        Date          Income Statements
Description             Construction    Acquired                is Computed     

Shopping Center                                                                 
Westminster, MD                 1980       10/88                        (3)     

Shopping Center                                                                 
Somerville, MA                  1987       10/88                        (3)     

(1)  The initial cost to the Partnership represents the original purchase       
price of the property.                                                

(2)  For Federal income tax purposes, the costs basis of the land, building     
and improvements at December 31, 1995 is $110,311,776.                

(3)  Buildings - 40 years; personal property - 12 years; tenant                 
improvements - 7 years.                                               

A reconciliation of the carrying amount of real estate and accumulated          
depreciation for the years ended December 31, 1995, 1994 and 1993:              

Real Estate investments:                  1995           1994           1993    

Beginning of year                $ 107,034,954  $ 106,118,099  $ 103,425,878    
Additions                              836,706        916,855      2,692,221    
Write-Down                         (24,522,234)             0              0    
Dispositions                           (57,976)             0              0    

End of year                      $  83,291,450  $ 107,034,954  $ 106,118,099    

Accumulated Depreciation:                                                       

Beginning of year                $  14,227,478  $  11,755,364  $   9,370,380    
Depreciation expense                 2,520,847      2,472,114      2,384,984    
Write-Down                          (6,618,667)             0              0    
Dispositions                                 0              0              0    

End of year                      $  10,129,658  $  14,227,478  $  11,755,364    

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
		2/28/07
		10/31/05
		3/4/02
		2/28/02
Corrected on:		2/15/00
		4/1/99
		12/31/98		10-K
		11/1/97
Filed on:		4/1/96
		3/29/96
		3/25/96
		3/7/96
		2/9/96
		1/1/96
For Period End:		12/31/95
		9/18/95
		1/1/95
		12/31/94
		6/30/94
		5/31/94
		5/1/94
		4/1/94
		12/31/93
		11/1/93
		10/29/93
		7/31/93
		1/15/93
		1/14/93
		12/31/92
		11/1/92
				List all Filings