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 June 30, 1999

                                       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
incorporation or organization                              Identification No.)

              3850 One First Union Center, Charlotte, NC 28202-6032
               (Address of principal executive offices) (Zip Code)

                                  704/944-0100
                         (Registrant's telephone number)


      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:  12


                                       1
<PAGE>


                                TABLE OF CONTENTS


 Item No.                                                              Page No.

              PART I - Financial Information
     1        Financial Statements                                          3
     2        Management's Discussion and Analysis of
              Financial Condition and Results of Operations                 9
     3        Quantitative and Qualitative Disclosures About
              Market Risk                                                  12

              PART II - Other Information
     6        Exhibits and Reports on Form 8-K                             12





                                       2
<PAGE>



                         PART I - Financial Information

Item 1. Financial Statements.

RETAIL EQUITY PARTNERS LIMITED PARTNERSHIP
-------------------------------------------------------------------------------
Statements of Net Liabilities in Liquidation
<TABLE>
<CAPTION>

                                                                            June 30          December 31
                                                                             1999               1998
                                                                       ------------------ ------------------
                                                                          (Unaudited)
<S>                                                                         <C>                <C>
Assets
Cash and cash equivalents                                                    $   77,274         $  112,719
Restricted cash - tenant security deposits                                       20,817             20,616
Accounts receivable, net                                                          6,242             12,150
Prepaids and other assets                                                        49,999             28,160
Property held for sale                                                        2,870,082          3,540,500
                                                                       ------------------ ------------------
   Total assets                                                              $3,024,414         $3,714,145
                                                                       ================== ==================

Liabilities
Deed of trust loans payable                                                  $3,308,657         $3,326,672
Deferred gain on real estate assets                                                   -            674,541
Trade accounts payable and accrued expenses                                      51,000             36,397
Prepaid rents and tenant security deposits                                       17,053             17,053
Reserve for estimated costs during period of liquidation                         50,000             50,000
Contingent liability - environmental clean-up                                   250,000                  -
                                                                       ------------------ ------------------
   Total liabilities                                                         $3,676,710         $4,104,663
                                                                       ================== ==================

Net liabilities in liquidation                                               $ (652,296)        $ (390,518)
                                                                       ================== ==================
</TABLE>

                                       3
<PAGE>





RETAIL EQUITY PARTNERS LIMITED PARTNERSHIP
-------------------------------------------------------------------------------
Statements of Operations in Liquidation for the Three and Six Months Ended June
30, 1999, and Statements of Operations for the Three and Six Months
Ended June 30, 1998
(Unaudited)
<TABLE>
<CAPTION>

                                              Three months ended                  Six months ended
                                                    June 30                            June 30
                                             1999             1998              1999             1998
                                       ----------------- ---------------- ----------------- ----------------
<S>                                         <C>                <C>             <C>                <C>
Revenues
Rental revenue                               $ 128,438          $252,707        $ 256,994          $510,038
Interest and other income                        1,268             2,002            4,978             3,433
                                       ----------------- ---------------- ----------------- ----------------
                                               129,706           254,709          261,972           513,471

Expenses
Property operations                             12,971            16,227           22,743            38,898
General and administrative                      32,112            23,974           38,593            32,735
Property taxes and insurance                    11,229            25,311           22,433            51,453
Management fees                                  9,893            14,255           19,883            28,224
Amortization                                         -             4,803                -             9,606
Interest                                        84,940           157,029          170,098           314,441
Provision for environmental
   clean-up costs                                    -                 -          250,000                 -
                                       ----------------- ---------------- ----------------- ----------------
                                               151,145           241,599          523,750           475,357
                                       ----------------- ---------------- ----------------- ----------------
Net income (loss)                              (21,439)         $ 13,110         (261,778)         $ 38,114
                                                         ================                   ================
Deficiency in assets,
   beginning of period                        (630,857)                          (390,518)
                                       -----------------                  -----------------
Net liabilities in liquidation               $(652,296)                         $(652,296)
                                       =================                  =================


Allocation of
   net income (loss):
   Limited partners (99%)                    $ (21,225)         $ 12,979        $(259,160)         $ 37,733
                                       ================= ================ ================= ================
   General partner (1%)                      $    (214)         $    131        $  (2,618)         $    381
                                       ================= ================ ================= ================

Net income (loss) per
   limited partnership unit                  $   (0.06)         $   0.04        $   (0.78)         $   0.11
                                       ================= ================ ================= ================

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

                                       4
<PAGE>



RETAIL EQUITY PARTNERS LIMITED PARTNERSHIP
-------------------------------------------------------------------------------
Statement of Changes in Net Liabilities in Liquidation
(Unaudited)
<TABLE>
<CAPTION>

                                                                 Limited         General
                                                                 Partners        Partner          Total
                                                              --------------- --------------- ---------------
<S>                                                              <C>              <C>            <C>
Net liabilities in liquidation at December 31, 1998               $(327,433)       $(63,085)      $(390,518)
Net loss                                                           (237,936)         (2,403)       (240,339)
                                                              --------------- --------------- ---------------
Net liabilities in liquidation at March 31, 1999                   (565,369)        (65,488)       (630,857)
Net loss                                                            (21,225)           (214)        (21,439)
                                                              --------------- --------------- ---------------
Net liabilities in liquidation at June 30, 1999                   $(586,594)       $(65,702)      $(652,296)
                                                              =============== =============== ===============
</TABLE>

                                       5
<PAGE>



RETAIL EQUITY PARTNERS LIMITED PARTNERSHIP
-------------------------------------------------------------------------------
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>

                                                                                  Six months ended
                                                                                       June 30
                                                                                1999             1998
                                                                          ----------------- ----------------
<S>                                                                            <C>                <C>
Operating activities:
Net income (loss)                                                               $(261,778)         $ 38,114
Adjustments to reconcile net income (loss) to
   net cash provided by operations:
   Provision for environmental clean-up costs                                     250,000                 -
   Amortization                                                                         -             9,606
   Changes in operating assets and liabilities:
      Rent and other receivables                                                    5,908            32,132
      Prepaid expenses and other assets                                           (21,839)          (28,508)
      Accounts payable and accrued expenses                                        14,603            25,493
      Security deposits and deferred revenue                                         (201)             (978)
                                                                          ----------------- ----------------
Net cash provided by operating activities                                         (13,307)           75,859

Investing activities:
Additions to properties                                                            (4,123)                -
                                                                          ----------------- ----------------
                                                                                   (4,123)

Financing activities:
Principal payments on notes payable                                               (18,015)          (33,305)
                                                                          ----------------- ----------------
                                                                                  (18,015)          (33,305)
                                                                          ----------------- ----------------

Increase (decrease) in cash and cash equivalents                                  (35,445)           42,554
Cash and cash equivalents at beginning of period                                  112,719            76,863
                                                                          ----------------- ----------------

Cash and cash equivalents at end of period                                      $  77,274          $119,417
                                                                          ================= ================
</TABLE>


                                       6
<PAGE>


RETAIL EQUITY PARTNERS LIMITED PARTNERSHIP
-------------------------------------------------------------------------------
Notes to Financial Statements - June 30, 1999
(Unaudited)

Note 1.  Interim financial statements

Our independent accountants have not audited the accompanying financial
statements of Retail Equity Partners Limited Partnership (the "Partnership"),
except for the statement of net liabilities in liquidation at December 31, 1998.
We derived the amounts in the statement of net liabilities in liquidation at
December 31, 1998, from the financial statements included in our 1998 Annual
Report on Form 10-K. We believe that all adjustments necessary for a fair
presentation of the financial position and results of operations for the periods
presented have been included.

We have condensed or omitted certain notes and other information from the
interim financial statements presented in this Quarterly Report on Form 10-Q.
You should read these financial statements in conjunction with our 1998 Annual
Report on Form 10-K.

Note 2.  Cape Henry Plaza Shopping Center

The Cape Henry Plaza Shopping Center property was sold to an unrelated third
party in September 1998. The statements of operations for the three and six
months ended June 30, 1998, include the operations of Cape Henry Plaza. Results
of operations of Cape Henry Plaza for these periods were as follows:
<TABLE>
<CAPTION>

                                                     Three months ended        Six months ended
                                                       June 30, 1998             June 30, 1998
<S>                                                             <C>                      <C>
Rental revenue                                                   $128,038                 $258,892

Property operations, taxes and insurance                           21,931                   48,244
General and administrative                                          3,932                    5,766
Management fees                                                     4,428                    8,577
Amortization                                                        2,529                    5,058
Interest                                                           79,573                  159,340
                                                   ------------------------- ------------------------
                                                                  112,393                  226,985
                                                   ------------------------- ------------------------
                                                                 $ 15,645                 $ 31,907
                                                   ========================= ========================
</TABLE>

Note 3.  Plaza West Shopping Center

At December 31, 1998, the Partnership had recorded a deferred gain on an
anticipated sale of Plaza West Shopping Center. That anticipated sale
subsequently failed, and the deferred gain was reversed as of March 31, 1999.
The Partnership has recorded a contingent liability for possible costs of
remediation of soil contamination immediately adjacent to a dry cleaning
facility at Plaza West Shopping Center.

In July 1999, the general partner entered into a contract for sale of Plaza West
to a third party, subject to a 45-day period for buyer's due diligence during
which the buyer may terminate the contract for any reason. Assuming that a sale
of Plaza West is completed by mid-September 1999, the general partner intends to
liquidate the Partnership by the end of 1999.

                                       7
<PAGE>

The Partnership's deed of trust loan secured by Plaza West has been extended to
the later of October 1999 or the termination of the sales contract. If the
contract is not successful, the general partner can offer no assurance that
additional extensions or replacement financing will be obtainable. If the
Partnership is not able to obtain an additional extension of its loan maturity,
it will be unable to continue its normal operations and will be required to file
bankruptcy.




                                       8
<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 federal securities law. You can identify such statements by the use
of forward-looking terminology, such as "may," "will," "expect," "anticipate,"
"estimate," "continue" or other similar words. These statements discuss future
expectations, contain projections of results of operations or of financial
condition or state other "forward-looking" information. Although we believe that
our plans, intentions, and expectations reflected in or suggested by these
forward-looking statements are reasonable, we cannot assure you that we will
achieve our plans, intentions or expectations. Such statements are subject to
various risks and uncertainties. Actual results could differ materially from
those currently anticipated due to a number of factors identified in our Annual
Report on Form 10-K for the year ending December 31, 1998. You should read the
following discussion in conjunction with the financial statements and notes
thereto included in this Quarterly Report and our Annual Report on Form 10-K.

Partnership Profile

      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 shopping centers was
sold to an unrelated party.

      In January 1998, the two remaining shopping center properties were listed
for sale. In June 1998, the partners approved a plan to sell the Partnership's
properties and subsequently liquidate the Partnership. In September 1998, Cape
Henry Plaza Shopping Center 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.
We are not aware of any secondary market for the Partnership's securities. There
is currently no established fair market value for the BACs.

Results of Operations

      The statements of operations for the three and six months ended June 30,
1998, include the operations of Cape Henry Plaza Shopping Center, which was
subsequently sold in September 1998. Comparative summary results for the
remaining operations are as follows:
<TABLE>
<CAPTION>

                                                      Three months ended              Six months ended
                                                            June 30                       June 30
                                                     1999            1998           1999           1998
                                                 -------------- --------------- -------------- --------------
<S>                                                  <C>             <C>            <C>            <C>
Revenues                                              $129,706        $126,671       $261,972       $254,579

Property operations, taxes, insurance                   24,200          19,607         45,176         42,107
General and administrative                              32,112          20,042         38,593         26,969
Management fees                                          9,893           9,827         19,883         19,647



                                       9
<PAGE>


Amortization                                                 -           2,274              -          4,548
Interest                                                84,940          77,456        170,098        155,101
                                                 -------------- --------------- -------------- --------------
   Total operating expenses                            151,145         129,206        273,750        248,372
                                                 -------------- --------------- -------------- --------------
                                                      $(21,439)       $ (2,535)      $(11,778)      $  6,207
                                                 ============== =============== ============== ==============
</TABLE>

      Except for approximately $4,000 repairs incurred in June 1999, operating
revenues and expenses were generally consistent in 1999 compared to 1998.
General and administrative expense amounts for 1999 include approximately
$12,000 legal costs associated with the failed sale contract and $2,000 legal
costs related to environmental issues at Plaza West. Interest expense amounts
for 1999 include approximately $8,000 extension fees paid in each of the two
quarters.

Capital Resources and Liquidity

      Plaza West continues to generate nominal positive cash flow from
operations. The Partnership currently generates sufficient cash flow to meet its
immediate operating needs. However, any adverse development, such as the loss of
a major tenant, the loss of multiple smaller 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 may not
generate sufficient cash flow to make significant repairs, improvements or
modifications to the center, if such needs arise.

      The Partnership has recorded a contingent liability for possible costs of
remediation of soil contamination at Plaza West Shopping Center. Environmental
tests completed in November 1998 indicated that contamination is limited to the
soil immediately around the dry cleaner. No off-site contamination of soil or
water was found. We have notified all appropriate regulatory agencies, and we
are currently pursuing a claim to hold the dry cleaner responsible for
remediation. Environmental engineers estimated the cost of remediation at
between $80,000 and $250,000.

      In July 1999, the general partner entered into a contract for sale of
Plaza West to a third party, subject to a 45-day period for buyer's due
diligence. During the due diligence period the buyer may terminate the contract
for any reason. Assuming that a sale of Plaza West is completed by mid-September
1999, the general partner intends to liquidate the Partnership by the end of
1999.

      The Partnership's deed of trust loan secured by Plaza West has been
extended to the later of October 1999, or the termination of the sales contract.
If the contract is not successful, the general partner can offer no assurance
that additional extensions or replacement financing will be obtainable. If the
Partnership is not able to obtain an additional extension of its loan maturity,
it will be unable to continue its normal operations, and will be required to
file bankruptcy.

                                       10
<PAGE>

Year 2000 Issue

      The Year 2000 issue refers to the inability of certain computer systems to
accurately store and use dates after 1999. This could result in a system failure
or miscalculation that could cause disruption of operations.

      We do not believe that the Year 2000 issue will have a material effect on
the business of the Partnership, the results of its operations, cash flows or
its financial condition. This belief is based on the following:

o    Assuming a sale of Plaza West is completed by mid-September 1999, the
     general partner intends to liquidate the Partnership by the end of 1999.

o    The Partnership's sole asset is Plaza West shopping center, a single story
     "strip" center that does not contain any elevators, escalators or computer
     controlled mechanical systems. Neither the Partnership nor Plaza West owns
     or operates any computer systems.

o    The Partnership's property management agent has identified other systems,
     such as telecommunications, security, HVAC, fire and safety systems, for
     which it is responsible and which may contain embedded technology that
     could raise Year 2000 issues. Based on the management agent's knowledge of
     our property and systems and the results of inquiries to the manufacturers
     and servicing agents of such systems, we do not believe the Year 2000 issue
     will impact these systems. It is important to note that the leases at Plaza
     West make the tenants responsible for the maintenance of such systems
     within or servicing their leasehold spaces.

o    Certain third-party vendors provide services to the Partnership or its
     property. These vendors include suppliers of building-related products and
     services (landscaping and trash removal), utilities and banking. Based on
     our management agent's inquiries of utility providers, significant vendors
     and service providers, and bank, we do not believe the Year 2000 issue will
     have a material impact on the Partnership's operating results, cash flows
     or financial condition.

o    The Partnership's management agent provides property management and
     administration of the Partnership. The management agent has represented to
     the Partnership that all of the computer systems, hardware and software,
     used in providing these services are Year 2000 compliant.

     To date there has been no indication that any significant Year 2000 issues
must be resolved. We currently have not formalized a contingency plan in the
event that we or a significant third-party supplier do not resolve any material
Year 2000 issues that may arise. We will review our status on a quarterly basis
to determine if such a plan is necessary.

     Various of our disclosures and announcements concerning our Year 2000
programs are intended to constitute "Year 2000 Readiness Disclosures" as defined
in the recently enacted Year 2000 Information and Readiness Disclosure Act. The
Act provides added protection from liability for certain public and private
statements concerning an entity's Year 2000 readiness and the Year 2000
readiness of its products and services. The Act also potentially provides added
protection



                                       11
<PAGE>

from liability for certain types of Year 2000 disclosures made after
January 1, 1996, and before the date of enactment of the Act.

Recently Issued Accounting Standards

     In June 1998, the Financial Accounting Standards Board issued Statement No.
133, Accounting for Derivative Instruments and Hedging Activities. This
Statement, as amended by Statement No. 137, must be adopted in years beginning
after June 15, 2000. The Statement will require the recognition of all
derivatives on an entity's balance sheet at fair value. We do not anticipate
that the adoption of this Statement will have a material impact on the
Partnership's results of operations or financial position.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

      There have been no material changes in information that would be provided
under Item 305 of Regulation S-K since December 31, 1998.


                           PART II - Other Information

Item 6.  Exhibits and Reports on Form 8-K

a)   Exhibits

     Exhibit 27         Financial data schedule (electronic filing)

b)   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, thereunto duly authorized.

                                  RETAIL EQUITY PARTNERS
                                  LIMITED PARTNERSHIP
                                  (Registrant)

                                  By:  Boddie Investment Company
                                       General Partner




August 13, 1999                  /s/ Philip S. Payne
                                 ------------------------------------
                                 Philip S. Payne
                                 (Duly authorized officer)



                                       12
<PAGE>