8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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)
                               September 26, 1997 

 

                           RESURGENCE PROPERTIES INC. 
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        Maryland                        0-24740                  13-3757163  
(State or other jurisdiction of      (Commission             (I.R.S. Employer
incorporation or organization)       File Number)            Identification No.)

                   411 West Putnam Avenue, Greenwich, CT 06830
                    (Address of principal executive offices)

                                 (203) 862-7000
              (Registrant's telephone number, including area code)

                                 
         (Former name, or former address, if changed since last report)

Item 5.  Other Events.

         On September 26, 1997, the  shareholders of Resurgence  Properties Inc.
(the "Company")  approved a plan of complete  liquidation and dissolution of the
Company.

         The complete  text of the press  release  issued by the Company and the
Plan of Complete  Liquidation and  Dissolution of Resurgence  Properties Inc. is
attached  hereto as an exhibit and is hereby  incorporated  by  reference in its
entirety to this item.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         c.  Exhibits

                       99.1    Press Release, dated September 26, 1997.
                       99.2    Plan of Complete Liquidation and Dissolution of 
                                 Resugence Properties Inc.

            


                                   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.




                                             RESURGENCE PROPERTIES INC.

Dated:  September 30, 1997                   By:   /s/Jay L. Maymudes
                                                   ------------------
                                                   Jay L. Maymudes
                                                   Vice President, Chief
                                                   Financial Officer & Secretary
                                             

EX-99.1

      RESURGENCE PROPERTIES INC. ANNOUNCES SHAREHOLDER APPROVAL OF PLAN OF
      LIQUIDATION AND DISSOLUTION AND THE FIRST IN A SERIES OF LIQUIDATING
                          DIVIDENDS OF $2.25 PER SHARE


FOR IMMEDIATE RELEASE

Contact:

Jay L. Maymudes
Wexford Management LLC
(203) 862-7000

Greenwich, CT (September 26, 1997)--Resurgence  Properties Inc. (NASDAQ SmallCap
Market:  RPIA) announced at its annual meeting of shareholders  held today, that
the shareholders  approved a plan of complete liquidation and dissolution of the
Company (the "Plan") and elected all of the nominees to the board of directors.

Among  the key  features  of the Plan are:  (1) the  cessation  of all  business
activities,  other  than  those  in  furtherance  of the  Plan;  (2) the sale or
disposition  of  all  of the  Company's  assets;  (3)  the  satisfaction  of all
outstanding  liabilities;  (4)  the  payment  of  liquidating  distributions  to
shareholders  in complete  redemption of the Common Stock and; (5) the filing of
Articles of Dissolution.

Resurgence also announced  today the first in a series of liquidating  dividends
on its Common Stock of $2.25 per share to  shareholders  of record as of October
7, 1997. The dividend will be paid on October 16, 1997.

Resurgence  is engaged in  diversified  real  estate  activities  including  the
ownership, operation and management of retail, office,  industrial/warehouse and
multi-family real estate located  throughout the United States,  and investments
in mortgage loans.  Resurgence was formed as a result of the consummation of the
Chapter  11  reorganization  of Liberte  Investors  (f/k/a  Lomas and  Nettleton
Mortgage Investors) on April 7, 1994.  Pursuant to the  reorganization,  Liberte
transferred  most  of its  assets  to  Resurgence.  Resurgence  is  managed  and
administered by Wexford Management LLC.

EX-99.2

                  PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION
                         OF RESURGENCE PROPERTIES INCE.

         WHEREAS, the Board of Directors (the "Board") of Resurgence  Properties
Inc. (the "Company"),  a Maryland corporation,  has approved and determined that
this Plan of Complete  Liquidation  and Dissolution of the Company (this "Plan")
is advisable and in the best interests of the stockholders of the Company; and

         WHEREAS,  the Board has  directed  that this Plan be  submitted  to the
holders of the outstanding  shares of the Company's common stock, par value $.01
per share (the "Common  Stock"),  for their  approval or rejection at the annual
meeting of  stockholders  in accordance  with the  requirements  of the Maryland
General Corporation Law (the "MGCL"0 and the Company's Articles of Incorporation
and has authorized the filing with the Securities and Exchange  Commission  (the
"Commission")  and distribution of a proxy statement (the "Proxy  Statement") in
connection with the solicitation of proxies for such meeting; and

         WHEREAS,  upon approval of this Plan by its  stockholders,  the Company
shall voluntarily  dissolve and completely liquidate in accordance with the MGCL
and the Internal  Revenue Code of 1986, as amended (the "Code"),  upon the terms
and conditions set forth below;

         NOW,  THEREFORE,  the Board  hereby  adopts and sets forth this Plan of
Complete Liquidation and Dissolution of Resurgence Properties Inc., as follows:

         1. Effective Date of Plan.

            The effective date of this Plan (the "Effective  Date") shall be the
date on which this Plan is approved by the affirmative  vote of the holders of a
majority of the  outstanding  shares of common stock of the Company  entitled to
vote thereon, in accordance with the MGCL.

         2. Cessation of Business Activities.

            After the  Effective  Date,  the  Company  shall  not  engage in any
business  activities  except  for the  purpose  of  preserving  the value of its
assets, prosecuting and defending suits by or against the Company, adjusting and
winding up its business and affairs and  distributing  its assets in  accordance
with this Plan. The directors now in office and, at their pleasure, the officers
of the Company now in office, shall continue in office solely for these purposes
and as otherwise provided in this Plan.

         3. Liquidation of Assets.

            The Company shall sell,  exchange or otherwise dispose of all of its
property and assets to the extent, for such consideration  (which may consist in
whole or in part of money or other  property) and upon such terms and conditions
as the Board deems  expedient  and in the best  interests of the Company and its
stockholders. As part of the liquidation of its property and assets, the Company
shall collect,  or make provision for the collection of, all acounts receivable,
debts and claims owing to the Company.

         4. Payment of Debts.

            Prior to making any  distribution to its  stockholders,  the Company
shall pay, or as determined by the Board, make reasonable  provision to pay, all
claims and obligations of the Company, including all contingent,  conditional or

unmatured  claims  known to the  Company,  and  shall  make such  provision,  as
determined  by the  Board,  as will be  reasonably  likely to be  sufficient  to
provide  compensation for claims that have not been made known to the Company or
that have not arisen, but that, based on facts known to the Company,  are likely
to arise or to become known to the company prior to the expiration of applicable
statues of limitation.

         5. Distributions.

            Following  the  payment  or the  provision  for the  payment  of the
Company's  claims and  obligations  as provided in Section 4, the Company  shall
distribute  pro  rata to its  stockholders  all of its  remaining  property  and
assets.  If and to the extent deemed  necessary or appropriate by the Board, the
Company  may  establish  and set aside a  reasonable  amount  (the  "Contingency
Reserve")  to satisfy  claims  against  the  Company  and  expenses  incurred in
connection with the collection and defense of the Company's  property and assets
and the liquidation  and dissolution  provided for in this Plan. The Contingency
Reserve may consist of cash or property. Following the payment,  satisfaction or
other  resolution  of such  claims and  expenses,  any amount  remaining  in the
Contingency Reserve shall be distributed to the stockholders.

            Prior to the date the  Articles of  Dissolution  are accepted by the
State  Department of  Assessments  and Taxation of the State of Maryland and the
Company is dissolved, as provided for in Section 7 below, the Company shall make
distributions  to the stockholders in cash or in kind (allocated pro rata in the
discretion of the Board) as  expeditiously  as is  practicable  consistent  with
prudence and reasonable business judgment,  in such manner, and at such time, as
the Board in its sole discretion may determine in accordance with the provisions
of the MGCL.

            Following the date on which the date the Articles of Dissolution are
accepted by the State  Department  of  Assessments  and Taxation of the State of
Maryland and the Company is dissolved,  as provided for in Section 7 below,  any
assets remaining available for distribution to stockholders shall be distributed
(the "Dissolution  Distribution")  only in accordance with the provisions of the
MGCL.

         6. Notice of Liquidation.

            As soon as  practicable  after the Effective  Date,  but in no event
later than 20 days prior to the filing of Articles of Dissolution as provided in
paragraph 7 below,  the Company shall mail notice in accordance with the MGCL to
all its creditors  and  employees  that this Plan has been approved by the Board
and the stockholders.

         7. Articles of Dissolution.

At such time as the Board has  determined  that all necessary  requirements  for
dissolution have been satisfied under Maryland law, the appropriate  officers of
the  Company  shall  execute  and cause to be filed in the State  Department  of
Assessments  and  Taxation of the State of  Maryland,  and  elsewhere  as may be
required or deemed appropriate,  such documents as may be required to effectuate
the  dissolution  of the  Company.  From and after the date such  documents  are
accepted by the State  Department  of  Assessments  and Taxation of the State of
Maryland,  the  Company  will be deemed  to be  completely  dissolved,  but will

continue to exist under Maryland law for the purposes of paying,  satisfying and
discharging any existing debts or obligations,  collecting and  distributing its
assets, and doing all other acts required to liquidate and wind up the Company's
business affairs. The members of the Board in office at the time the Articles of
Dissolution  (the "Articles") are accepted for filing by the State Department of
Assessments and Taxation of the State of Maryland shall be deemed to be trustees
of the assets of the Company for the purposes of liquidation  and shall have all
powers provided to them under the MGCL.

         8. Powers of Board and Officers.

            The Board and the officers of the Company are  authorized to approve
such  changes to the terms of any of the  transactions  referred  to herein,  to
interpret any of the provisions of this Plan,  and to make,  execute and deliver
such other agreements,  conveyances,  assignments,  transfers,  certificates and
other  documents and take such other action as the Board and the officers of the
Company deem necessary or desirable in order to carry out the provisions of this
Plan and effect the  complete  liquidation  and  dissolution  of the  Company in
accordance  with the Code and the MGCL  and any  rules  and  regulations  of the
Commission or any state securities  commission,  including,  without limitation,
any instruments of dissolution,  Articles of Amendment,  Articles Supplementary,
or other documents, and withdrawing any qualification to conduct business in any
state in which the  Company  is so  qualified,  as well as the  preparation  and
filing of any tax returns.

         9. Cancellation of Common Stock.

            The distributions to the Company's  stockholders pursuant to Section
5  hereof  shall  be in  complete  redemption  and  cancellation  of  all of the
outstanding  Common  Stock.  As a condition  to the  receipt of the  Dissolution
Distribution  under the Plan,  the Board may require  stockholders  to surrender
their  certificates  evidencing  Common  Stock to the  Company  or its agent for
cancellation. If a stockholder's certificate for shares of Common Stock has been
lost,  stolen or destroyed,  as a condition to the receipt of any  distribution,
such stockholder may be required to furnish to the Company satisfactory evidence
of the loss, theft or destruction thereof,  together with a surety bond or other
security or indemnity reasonable satisfactory to the Company.

         10. Record Date and Restrictions on Transfer of Shares.

            The Company  shall close its stock  transfer  books and  discontinue
recording  transfers of Common Stock at the close of business on the record date
fixed by the Board for the Dissolution  Distribution  (the "Record  Date"),  and
thereafter  certificates  representing  Common Stock shall not be  assignable or
transferable on the books of the Company except by will, intestate succession or
operation of law. The proportionate  interests of all of the stockholders of the
Company  shall be fixed on the basis of their  respective  stockholdings  at the
close  of  business  on the  Record  Date,  and,  after  the  Record  Date,  any
distributions  made by the Company shall be made solely to the  stockholders  of
record at the close of business on the Record Date except as may be necessary to
reflect subsequent transfers recorded on the books of the Company as a result of
any assignments by will, intestate succession or operation of law.

         11. Liquidating Trust.

            If  advisable  for  any  reason  to  complete  the  liquidation  and
distribution of the Company's assets to its  stockholders,  the Board may at any
time transfer to a liquidating  trust (the "Trust") the remaining  assets of the

Company.  The Trust thereupon shall succeed to all of the then remaining  assets
of the Company, including the Contingency Reserve, and any remaining liabilities
and  obligations  of the  Company.  The sole  purpose  of the Trust  shall be to
prosecute  and defend suits by or against the  Company,  to settle and close the
business of the Company,  to dispose of and convey the assets of the Company, to
satisfy  the  remaining  liabilities  and  obligations  of  the  Company  and to
distribute the remaining  assets of the Company to its  stockholders.  The Board
may appoint one or more  individuals  or corporate  persons to act as trustee or
trustees of the Trust and to cause the Company to enter into a liquidation trust
agreement  with such  trustee or  trustees on such terms and  conditions  as the
Board determines.  Adoption of the Plan by the stockholders also will constitute
the approval by the  stockholders  of any appointment of the trustees and of the
liquidating trust agreement.

         12. Compensation.

            The Company may pay to the Company's directors and agents, or any of
them,  compensation for services rendered in connection with the  implementation
of the Plan.  Adoption  of the Plan by the  stockholders  of the  Company  shall
constitute  the  approval  of the  stockholders  of  the  payment  of  any  such
compensation.  The  Company  may  continue  to pay  to  Wexford  Management  LLC
("Wexford")  compensation for services rendered in accordance with Amendment No.
2 to the Management  Agreement among the Company,  Resurgence  Properties Texas,
L.P., and Wexford,  which  Management  Agreement can be terminated in accordance
with its terms.

         13. Indemnification.

            The Company shall  continue to indemnify  its  officers,  directors,
employees and agents in accordance with its Articles of  Incorporation,  By-Laws
and any  contractual  arrangements  as therein or elsewhere  provided,  and such
indemnification  shall apply to acts or omissions of such persons in  connection
with the  implementation  of the Plan and the  winding up of the  affairs of the
Company. The Company's obligation to indemnify such persons may be satisfied out
of assets  transferred  to the Trust,  if any. The Board and the trustees of any
Trust are  authorized  to obtain and  maintain  insurance as may be necessary to
cover the Company's indemnification obligations.

         14. Costs.

            The Company is authorized,  empowered and directed to pay all legal,
accounting,  printing and other fees and expenses of persons rendering  services
to the Company in connection with the preparation,  adoption and  implementation
of the Plan, including,  without limitation, any such fees and expenses incurred
in connection  with the preparation of a proxy statement for the special meeting
of  stockholders  to be held for the purpose of voting upon the  approval of the
Plan.