FORM 10-K/A
                                  Amendment #1
                       Securities and Exchange Commission
                              Washington, DC 20549

[X]   Annual Report  Pursuant to Section 13 or 15(d) of the Securities  Exchange
      Act of 1934 For the Fiscal Year Ended December 31, 1996

[     ]  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 0-10421

                           CORNERSTONE PROPERTIES INC.
             (Exact name of Registrant as specified in its Charter)

                     Nevada                             74-2170858
         (State or other jurisdiction of              (IRS Employer
         incorporation and organization)            Identification No.)

                              126 East 56th Street
                               New York, NY 10022
                              (Address of principal
                               executive offices)

                                 (212) 605-7100
                              (Registrant's telephone number,
                              including area code)

                Securities registered pursuant to Section 12(b) of the Act:
                                      None

                Securities registered pursuant to Section 12(g) of the Act:
                                  Common Stock
                                (Title of Class)

   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 if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge in definitive proxy or information statements
incorporated  by  reference in Part III of this Form 10-K or any  amendments  to
this Form 10-K. [X] 

     The  registrant  hereby amends pages F-4 and F-7 of its Form 10-K, dated
February 25, 1997, as set forth in the pages attached hereto.


<PAGE>
<TABLE>
                  CORNERSTONE PROPERTIES INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
             (Dollar amounts in thousands, except per share amounts)

<CAPTION>

                                                1996           1995            1994
                                             ----------     ----------      ---------
<S>                                          <C>            <C>              <C>
Revenues
     Office and parking rentals              $ 111,494      $   88,548       $  83,557
     Interest and other income                   5,414           3,839           2,017
                                             ----------      ----------       ---------
           Total Revenues                      116,908          92,387          85,574
                                             ----------      ----------       ---------

Expenses
     Building operating expenses                24,578          19,233          19,065
     Real estate taxes                          19,610          12,297          10,926
     Interest expense                           31,345          29,467          30,792
     Depreciation and amortization              24,801          23,877          23,432
     General and administrative                  6,312           5,553           3,869
                                              ----------     ----------       ---------
           Total Expenses                      106,646          90,427          88,084
                                              ----------     ----------       ---------
                                                10,262           1,960          (2,510)
                                              ----------     ----------       ---------
Other income (expenses)
     Net gain (loss) on interest rate 
          swaps (Note 8)                         4,278          (7,672)            -
     Minority Interest                          (1,519)         (3,417)         (3,899)
                                              ----------      ----------      ---------
Income (loss) before extraordinary item         13,021          (9,129)         (6,409)

Extraordinary loss (Note 4)                     (3,925)         (4,445)           (581)
                                              ----------      ----------      ---------

Net income (loss)                              $ 9,096        $(13,574)       $ (6,990)
                                              ==========      ==========      =========

Net income (loss) applicable to common 
     stockholders                              $ 3,943        $(15,023)       $ (6,990)
                                              ==========      ==========      =========

Income (loss) before extraordinary 
     item per share (Note 1)                   $  0.39        $  (0.67)       $  (0.48)
                                              ==========      ==========      =========

Net income (loss) per share (Note 1)           $  0.19        $  (0.94)       $  (0.53)
                                              ==========      ==========      =========

</TABLE>








              The accompanying notes are an integral part of these
                       consolidated financial statements

                                      F-4


<PAGE>




                  CORNERSTONE PROPERTIES INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1996, 1995 AND 1994


1. NATURE OF COMPANY'S BUSINESS
   AND SIGNIFICANT ACCOUNTING POLICIES


   Investment Property
   -------------------
   The costs of the buildings, garages and improvements are being depreciated on
   the straight-line  method over their estimated useful lives,  ranging from 20
   years for electrical and mechanical  installations to 40 years for structural
   components.  Tenant  improvements  are being  amortized over the terms of the
   related leases.

   Cornerstone  and  the  real  estate  partnerships  hold  the  Properties  for
   long-term   investment  and  such   investments  are  carried  at  cost  less
   accumulated depreciation. In accordance with SFAS No. 121, whenever events or
   changes in circumstances indicate that the carrying value of an asset may not
   be  recoverable  (such as a  significant  adverse  action by a regulator or a
   significant  physical  change in the  property),  the Company's  policy is to
   assess any  impairment  in value by making a  comparison  of the  current and
   projected  cash  flows  of each  property  over  its  remaining  useful  life
   (undiscounted and without interest  charges),  to the carrying amount of each
   property. Such carrying amount would be adjusted, if necessary, to reflect an
   impairment in value of the property.  No such adjustment has been made in the
   accompanying financial statements.







                                       F-7
<PAGE>



      Pursuant  to the  requirements  of Section  13 or 15(d) 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.

                                          CORNERSTONE PROPERTIES INC.
                                          (Registrant)



                                           /s/ John S. Moody
                                           John S. Moody, President & CEO
DATED: March 10, 1997