SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC 20549

                          Schedule 13G

            Under the Securities Exchange Act of 1934
                     (Amendment No.     )*


                 Horizon Outlet Centers                  
     
                    (Name of Issuer)

                      Common Stock                     
           
          (Title of Class of Securities)

                      440 43K 102                          
                    (CUSIP Number)

Check the following box if a fee is being paid with this statement
(check mark). (A fee is not required only if the filing person: (1) has a
previous statement on file  reporting beneficial ownership of more
than five percent of the class of securities  described in Item 1;
and  (2)  has  filed  no amendment  subsequent  thereto  reporting
beneficial ownership of five percent or less of such class.)  (See
Rule 13d-7.)

*  The remainder  of this  cover page  shall be  filled out  for a
reporting person's initial filing on this form with respect to the
subject  class of  securities,  and for  any subsequent  amendment
containing information which would alter the  disclosures provided
in a prior cover page.

The information required in the remainder of this cover page shall
not be  deemed to be "filed" for the purpose  of Section 18 of the
Securities Exchange Act  of 1934 ("Act")  or otherwise subject  to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).



               (Continued on the following page(s))
                       Page 1 of  4   Pages



                                                             Page 2 of 4

CUSIP NO.  440 43K 102
                                                            
(1)   Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
      Persons:

      First Union Corporation                   56-0898180

(2)   Check the Appropriate Box if a Member of a Group (See Instructions)
      (a)                     [ ]
      (b)                     [ ]

(3)   SEC Use Only

(4)   Citizenship or Place of Organization:

      First Union Corporation - North Carolina
                                                            
                                      
Number of Shares              (5)Sole Voting Power                 768,100
Beneficially                  (6)Shared Voting Power                59,000
Owned by Each                 (7)Sole Dispositive Power            827,100
Reporting Person With:        (8)Shared Dispositive Power           

(9)   Aggregate Amount Beneficially Owned by Each Reporting Person

      827,100
                                                            
                                      
(10)  Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See
      Instructions)
      [ ]

(11)  Percent of Class Represented by Amount in Row 9
      8.0%

(12)  Type of Reporting Person (See Instructions)

      First Union Corporation (HC)



                                                 Page 3 of 4

Item 1(a)                     Name of Issuer:

                              Horizon Outlet Centers

Item 1(b)                     Address of Issuer's Principal Executive Office:

                              1050 West Western Avenue
                              Muskegon, MI  49441

Item 2(a)                     Name of Person Filing:

                              First Union Corporation

Item 2(b)                     Address of Principal Office:

                              One First Union Center
                              Charlotte, North Carolina 28288

Item 2(c)                     Citizenship:

                              First Union Corporation - North Carolina

Item 2(d)                     Title of Class of Securities:

                              Common Stock

Item 2(e)                     CUSIP Number:

                              440 43K 102

Item 3     If this  statement is  filed pursuant  to Rules  13d-1(b), or  13d-
           2(b), check whether the person filing is a:

           (g)  [X]  Parent Holding Company, in accordance with section
                     240.13d-1(b) (ii) (G)

Item 4     Ownership:

   (a)   Amount Beneficially Owned:                                 827,100
   (b)   Percent of Class:                                              8.0%
   (c)   Number of shares as to which such person has:
         (i)    Sole power to vote or to direct the vote            768,100
         (ii)   Shared power to vote or to direct the vote           59,000
         (iii)  Sole power to dispose or to direct the
                disposition of                                      827,100
        (iv)    Shared power to dispose or to direct the               
                disposition of                        

Item 5   Ownership of Five Percent or Less of a Class:

         Not applicable

Item 6   Ownership of More Than Five Percent on Behalf of Another Person:

         Not applicable



                                                 Page 4 of 4


Item 7   Identification and Classification of the Subsidiary Which Acquired
         the Security Being Reported on by the Parent Holding Company:

         Evergreen Asset Management Group (IA)           13-2682544
         Lieber and Company (IA)                         13-2639722

Item 8   Identification and Classification of Members of the Group:

         Not applicable

Item 9   Notice of Dissolution of Group:

         Not applicable

Item 10  Certification:

By  signing below,  I certify  that, to  the best  of  my knowledge  and
belief, the securities referred to  above were acquired in  the ordinary
course of  business and were not acquired for the purpose  of and do not
have the effect of changing or influencing the control  of the issuer of
such  securities and  were  not acquired  in  connection  with or  as  a
participant in any transaction having such purposes or effect.


Signature:

After reasonable inquiry and to the best of my knowledge and belief, I certify
that  the information  set  forth  in this  statement  is  true, complete  and
correct.

FIRST UNION CORPORATION 


Date February 13, 1995


Signature

Dorothy F. Crowe Assistant Vice President & Compliance Officer


Exhibit
First  Union Corporation  is  filing  this  schedule  pursuant  to  Rule  13d-
1(b)(ii)(G)  as  indicated under  Item 3(g).    The relevant  subsidiaries are
Evergreen Asset Management Group (IA) and Lieber and Company (IA).