SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):
   October 15, 1996 (October 15, 1996)
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                   Retail Equity Partners Limited Partnership
             (Exact name of registrant as specified in its charter)



     North Carolina                    33-15427                 56-1590235
(State of incorporation)      (Commission File Number)     (IRS Employer ID No.)



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


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



                                                    Total number of Pages:  4



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Item 4.  Changes in Registrant's Certifying Accountant.

Effective  October 15, 1996,  Retail Equity Partners  Limited  Partnership  (the
"Partnership")  dismissed its prior certifying accountants,  Arthur Andersen LLP
("Andersen") and retained as its new certifying accountants, Ernst & Young LLP.

Andersen's reports on the Partnership's financial statements during the two most
recent fiscal years contained no adverse  opinion or disclaimer of opinion,  nor
were  qualified  or  modified  as to  uncertainty,  audit  scope  or  accounting
principles.

The decision to change  accountants  was approved by the  Partnership's  General
Partner, Boddie Investment Company.

During the two most  recent  fiscal  years and all  subsequent  interim  periods
preceding the date hereof,  there were no disagreements  between the Partnership
and Andersen on any matter of  accounting  principles  or  practices,  financial
statement disclosure or auditing scope or procedure, which disagreements, if not
resolved to the  satisfaction  of Andersen,  would have caused  Andersen to make
reference to the subject matter of  disagreement  in connection  with Andersen's
reports.

None of the "reportable  events" described in Item 304.  (a)(1)(v) of Regulation
S-K occurred with respect to the  Partnership  within the two most recent fiscal
years and any subsequent interim period to the date hereof.

Effective  October 15, 1996,  the  Partnership  engaged Ernst & Young LLP as its
principal accountant. During the two most recent fiscal years and all subsequent
interim  periods  preceding the date hereof,  the  Partnership has not consulted
Ernst & Young  LLP  regarding  any  matters  or events as set forth in Item 304.
(a)(2) of Regulation S-K.

The Company has requested  Andersen to furnish it with a letter addressed to the
Securities and Exchange  Commission  stating  whether  Andersen  agrees with the
statements  made by the Company in this Item 4. A copy of the letter from Arthur
Andersen LLP to the  Securities  and Exchange  Commission is filed as Exhibit 16
hereto.


Item 7.  Financial Statements and Exhibits

Exhibit 16     Letter from Arthur Andersen LLP to the Securities and Exchange 
Commission dated October 16, 1996.



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                                   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




October 15, 1996            /s/ Philip S. Payne
                           --------------------
                           Philip S. Payne
                           (Duly Authorized Agent)


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