UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
       OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended      March 31, 1997

                                                            OR

[     ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
       OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from               to               .

                         Commission File Number 33-15427

                   Retail Equity Partners Limited Partnership
             (Exact name of registrant as specified in its charter)


North Carolina                                 56-1590235
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

              3710 One First Union Center, Charlotte, NC 28202-6032
                    (Address of principal executive offices)
                                   (Zip Code)

                                  704/333-1367
              (Registrant's telephone number, including area code)


         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 such 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 whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes X No ___


                                                     Total number of pages:  8

                                       1
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

Item No.                                                                Page No.
<S>      <C>                                                               <C>
          PART I - Financial Information
 1        Financial Statements                                              3
 2        Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                         7

          PART II - Other Information
 6        Exhibits and Reports on Form 8-K                                  8

</TABLE>

                                       2
<PAGE>


                                     PART I

Item 1.  Financial Statements

RETAIL EQUITY PARTNERS LIMITED PARTNERSHIP
-------------------------------------------------------------------------------
Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                                                                        March 31         December 31
                                                                                          1997              1996
                                                                                     ---------------- -----------------
                                                                                       (Unaudited)
<S>                                                                                   <C>               <C>
Assets
Investments in shopping centers:
   Land                                                                                $ 2,094,634       $ 2,094,634
   Buildings and improvements                                                            5,795,381         5,795,381
   Personal property                                                                        32,181            32,181
                                                                                     ---------------- -----------------
                                                                                         7,922,196         7,922,196
   Less accumulated depreciation                                                        (1,742,032)       (1,697,749)
                                                                                     ---------------- -----------------
                                                                                         6,180,164         6,224,447
Cash and cash equivalents                                                                  138,782           119,440
Restricted cash - tenant security deposits                                                  24,284            25,407
Accounts receivable, net                                                                    58,171            63,925
Prepaids and other assets                                                                   50,650            28,625
Deferred financing costs, net                                                               24,191            28,994
                                                                                     ---------------- -----------------
          Total assets                                                                 $ 6,476,242       $ 6,490,838
                                                                                     ================ =================

Liabilities and Partners' Deficit
Mortgage notes payable                                                                 $ 6,859,633       $ 6,874,644
Trade accounts payable and accrued expenses                                                 77,377            52,992
Prepaid rents and tenant security deposits                                                  21,710            23,417
                                                                                     ---------------- -----------------
      Total liabilities                                                                  6,958,720         6,951,053

Partners' deficit:
   Limited partners                                                                       (414,909)         (392,869)
   General partner                                                                         (67,569)          (67,346)
                                                                                     ---------------- -----------------
      Total partners' deficit                                                             (482,478)         (460,215)
                                                                                     ---------------- -----------------
         Total liabilities and partners' deficit                                       $ 6,476,242       $ 6,490,838
                                                                                     ================ =================
</TABLE>

                                       3
<PAGE>



RETAIL EQUITY PARTNERS LIMITED PARTNERSHIP
-------------------------------------------------------------------------------
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
                                                                                              Three months
                                                                                             ended March 31
                                                                                           1997              1996
                                                                                     ----------------  ----------------
<S>                                                                                     <C>               <C>
Revenues
Rental revenue                                                                           $ 265,893         $ 317,294
Interest and other income                                                                    1,800             1,877
                                                                                     ----------------  ----------------
                                                                                           267,693           319,171

Expenses
Property operations                                                                         26,763            53,372
General and administrative expense                                                          22,066            17,146
Property taxes and insurance                                                                25,086            32,051
Property management fees                                                                     8,094            12,418
Depreciation                                                                                44,283            44,271
Amortization                                                                                 4,803             6,391
Interest                                                                                   158,861           218,005
Provision for loss on sale of New Market Square                                                  -           (11,457)
                                                                                     ----------------  ----------------
                                                                                           289,956           372,197
                                                                                     ----------------  ----------------

Loss before extraordinary item                                                             (22,263)          (53,026)
Extraordinary item - loss on extinguishment of debt                                              -           (30,163)
                                                                                     ----------------  ----------------

Net loss                                                                                 $ (22,263)        $ (83,189)
                                                                                     ================  ================

Net loss allocated to limited partners (99%)                                             $ (22,040)        $ (82,357)
                                                                                     ================  ================
Net loss allocated to general partner (1%)                                               $    (223)        $    (832)
                                                                                     ================  ================

Net loss per limited partnership unit                                                    $   (0.07)        $   (0.25)
                                                                                     ================  ================

Weighted average number of limited partnership units outstanding                           333,577           333,577
                                                                                     ================  ================
</TABLE>

                                       4
<PAGE>



RETAIL EQUITY PARTNERS LIMITED PARTNERSHIP
-------------------------------------------------------------------------------
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
                                                                                               Three months
                                                                                              ended March 31,
                                                                                          1997              1996
                                                                                     ----------------  ----------------
<S>                                                                                     <C>               <C>
Operating activities
Net loss                                                                                 $ (22,263)        $ (83,189)
Adjustments to reconcile net loss to
   net cash provided by operations:
   Depreciation and amortization                                                            49,086            50,662
   Extraordinary item - loss on early extinguishment
      of debt                                                                                    -            30,163
   Provision for loss on sale of New Market Square                                               -           (11,457)
   Changes in operating assets and liabilities:
      Rent and other receivables                                                             5,754            70,380
      Prepaid expenses and other assets                                                    (22,025)          (16,977)
      Accounts payable and accrued expenses                                                 24,385            20,108
      Accrued interest payable                                                                   -           (43,993)
      Prepaid rents and tenant security deposits                                              (584)           (2,298)
                                                                                     ----------------  ----------------
Net cash provided by operating activities                                                   34,353            13,399

Investing activities
Proceeds of sale of New Market Square Shopping Center                                            -         6,363,400

Financing activities
Repayment of advances from general partner                                                       -           (80,846)
Principal payments on notes payable                                                        (15,011)       (5,879,453)
                                                                                     ----------------  ----------------
Cash used in financing activities                                                          (15,011)       (5,960,299)
                                                                                     ----------------  ----------------

Increase in cash and cash equivalents                                                       19,342           416,500
Cash and cash equivalents at beginning of period                                           119,440            16,467
                                                                                     ----------------  ----------------

Cash and cash equivalents at end of period                                               $ 138,782         $ 432,967
                                                                                     ================  ================

</TABLE>

                                       5
<PAGE>


RETAIL EQUITY PARTNERS LIMITED PARTNERSHIP
-------------------------------------------------------------------------------
Notes to Financial Statements - March 31, 1997
(Unaudited)

Note 1.  Interim financial statements
The accompanying financial statements of Retail Equity Partners Limited
Partnership (the "Partnership") have not been audited by independent
accountants, except for the balance sheet at December 31, 1996. In the opinion
of the Partnership's management, all adjustments (consisting of normal recurring
accruals) necessary for a fair presentation of the financial position and
results of operations for the periods presented have been included.

Certain notes and other information have been condensed or omitted from the
interim financial statements presented in this Quarterly Report on Form 10-Q.
Therefore, these financial statements should be read in conjunction with the
Partnership's 1996 Annual Report on Form 10-K.

Certain amounts in the Consolidated Statements of Operations and Cash Flows for
the three months ended March 31, 1996, have been reclassified to conform to the
presentation in the Partnership's 1996 Annual Report on Form 10-K. These
reclassifications had no effect on net income or partners' deficit as previously
reported.

The results for the first quarter of 1997 are not necessarily indicative of
future financial results.

Note 2.  New Market Square Shopping Center
The consolidated statements of operations for the three months ended March 31,
1996 include the operations of New Market Square through February 7, 1996, which
was sold to an unrelated party effective February 8, 1996. New Market Square
Limited Partnership, which was 99.99 percent owned by the Partnership, was
subsequently dissolved effective July 31, 1996. Results of operations of New
Market Square for the three months ended March 31, 1996, were as follows:


Rental revenue                                                         $59,602
Interest and other income                                                1,095
                                                                        60,697

Property operations                                                     18,549
General and administrative expense                                       1,625
Property taxes and insurance                                             8,052
Property management fees                                                 3,831
Depreciation                                                                 -
Amortization                                                             1,588
Interest                                                                57,822
Provision for loss on sale of shopping center                          (11,457)
                                                                      ---------
                                                                        80,010
Loss before extraordinary item                                         (19,313)
Extraordinary item - loss on extinguishment of debt                    (30,163)
                                                                      ---------
Net loss                                                              $(49,476)
                                                                      =========

The Partnership had previously recorded a $510,000 reserve for writedown to
estimated net realizable value and provision for estimated loss on the sale of
New Market Square based on estimated proceeds pursuant to the sale contract
received in December 1995.

The Partnership adopted Statement of Financial Accounting Standard No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of, effective January 1, 1996. Adoption of this standard had no
significant effect on the financial position, operating results, or cash flows
of the Partnership.

                                       6
<PAGE>


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

The following discussion contains forward-looking statements within the meaning
of the federal securities laws. Although management believes that the
expectations reflected in such forward-looking statements are based on
reasonable assumptions, there are certain factors such as general economic
conditions, local real estate conditions, or weather conditions that might cause
a difference between actual results and those forward-looking statements.

Overview

Retail Equity Partners Limited Partnership is a North Carolina limited
partnership formed in 1987 to acquire, hold, operate and manage three
neighborhood shopping centers. In February 1996 one of the three shopping
centers was sold to an unrelated party.

The Partnership received aggregate subscription funds of $6,671,543 for 333,577
beneficial assignment certificates ("BACs") from approximately 480 investors.
There is currently no established public trading market for the BACs. The
Partnership is unaware of any secondary market for its securities. There is
currently no established fair market value for the BACs.

The following discussion should be read in conjunction with the financial
statements and notes thereto included in this Quarterly Report on Form 10-Q and
the Partnership's audited financial statements and notes thereto included in the
Partnership's 1996 Annual Report on Form 10-K.

Results of Operations

Effective February 8, 1996, the Partnership sold New Market Square Shopping
Center ("NMS") to an unrelated party. The consolidated statements of operations
for the three months ended March 31, 1996, include the operations of New Market
Square through February 7, 1996. Decreases in revenues and expenses in first
quarter of 1997 compared to 1996 generally reflect the effect of sale of NMS in
early February. Summary operating results of properties held throughout the
first quarters of 1997 and 1996 are as follows:

                                               Three months ended March 31,
                                                1997                 1996
                                                ----                 ----
  Revenues                                    $267,693             $258,474
  Expenses:
     Property expenses                          59,943               67,409
     General and administrative                 22,066               15,521
     Depreciation and amortization              49,086               49,074
     Interest                                  158,861              160,183
                                             ---------            ---------
                                               289,956              292,187
                                             ---------            ---------
        Net loss                              $(22,263)            $(33,713)
                                             =========            =========


Both Plaza West and Cape Henry Plaza Shopping Centers were 100 percent occupied
throughout first quarter 1997 and 1996. Improved operating results in the first
quarter of 1997 are primarily attributable to rental increases and timing of
recovery of 1996 common area maintenance expenses at Plaza West.

Liquidity and Capital Resources. The two remaining shopping centers continue to
generate nominal positive cash flow from operations. The leases held by the
Partnership are generally long-term, with substantially all increases in
operating expenses, taxes and insurance passed through to, and paid by, tenants.
Additionally, most leases include built-in rent increases based on changes in
the consumer price index or percentage rents based on total sales. Although the
Partnership currently generates sufficient cash flow to meet its immediate
operating and capital needs, virtually any adverse development, such as the loss
of a major tenant, the loss of multiple smaller



                                       7
<PAGE>

tenants, or the failure of a significant tenant to pay rent, could create a
material deficiency in the Partnership's short-term liquidity. In addition, the
Partnership does not generate sufficient cash flow to make significant repairs,
improvements or modifications to the centers should such needs arise.

The general partner is currently evaluating the possible sale of the
Partnership's properties and termination of the Partnership. In the event the
properties were sold, the general partner does not believe that the sale would
result in sufficient funds, after repayment of the first mortgage loans, to
allow for more than nominal distributions to investors.

The Partnership's two mortgage loans mature in 1998. In the event the
Partnership's properties have not been sold prior to that date, the Partnership
will be required to refinance these loans. The general partner can offer no
assurance that, at that time, replacement financing will be obtainable.

The Partnership made no capital expenditures or distributions during the first
quarter of 1997. Distributions have been suspended until property operations
allow.


                                     PART II

Item 6.  Exhibits and Reports on Form 8-K

a)   Exhibits:

     Exhibit 27          Financial data schedule (electronic filing)

     Reports on Form 8-K:

     None


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.



                                           RETAIL EQUITY PARTNERS
                                           LIMITED PARTNERSHIP
                                           (Registrant)

                                           By:   Boddie Investment Company
                                                 General Partner




May 14, 1997                                    /s/ Philip S. Payne
                                           ------------------------
                                           Philip S. Payne
                                           (Duly authorized agent)

                                       8
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