FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20548

          (x)  QUARTERLY   REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
               SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1997

          ( )  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:  33-83762

                                CP FUNDING CORP.
                            (A Delaware Corporation)
                  (Exact name of registrant as specified in its
               Certificate and Agreement of Limited Partnership)

Delaware                                    13-3777023
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                                       AND

                               CHELSEA PIERS L.P.
                        (A New York Limited Partnership)
                  (Exact name of registrant as specified in its
                Certificate and Agreement of Limited Partnership)

New York                                             13-3668842
-------------------------------                      -------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.)

Chelsea Piers - Pier 62, Suite 300
New York, New York                                   10011
----------------------------------------             -------------------
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code (212) 336-6800
Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:
                 12 1/2% DISCOUNT EXCHANGE FIRST MORTGAGE NOTES

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,  and (2) has been subject to such  requirements for the
past 90 days.

                                    YES   X         NO
                                        -----         -----

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of June 30, 1997

                 100 Shares of Common Stock of CP Funding Corp.
        $29,763,889 in Limited Partnership Interests in Chelsea Piers L.P


                                       1
<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

     Set forth below are the June 30, 1997  unaudited  financial  statements for
Chelsea Piers L.P.  (the  "Partnership")  and its  wholly-owned  subsidiary,  CP
Funding Corp. (the "Issuer" and with the Partnership,  collectively  referred to
as the "Company").



                                       2
<PAGE>


                                                              Chelsea Piers L.P.
                                                                  and Subsidiary
                                                              ------------------

                           CONSOLIDATED BALANCE SHEETS

                                                     June 30,       December 31,
                                                      1997              1996
                                                  ------------     ------------
                                                   (Unaudited)
ASSETS
Current:
  Cash and cash equivalents ..................    $     64,670     $    308,971
  Accounts receivable ........................         530,734          317,853
  Inventory ..................................         133,836          101,531
  Prepaid insurance ..........................         352,594          640,317
                                                  ------------     ------------
         Total current assets ................       1,081,834        1,368,672

Property and equipment, at cost less
  accumulated  depreciation of
  $1,635,694 and $1,214,776 respectively .....       2,099,302        2,482,708
Prepaid rent .................................      50,658,604       52,185,238
Financing costs, less accumulated
  amortization of $4,719,019 and
  $1,185,483 respectively ....................         729,026        3,533,536
Deferred rent ................................       1,796,472        1,708,743
Other assets .................................         209,850          209,850
                                                  ------------     ------------
                                                  $ 56,575,088     $ 61,488,747
                                                  ============     ============
LIABILITIES AND PARTNERS' DEFICIT
Current:
  Notes payable - partners ...................    $       --       $  3,541,825
  Accounts payable and accrued expenses ......         797,834        1,255,790
  Construction costs payable - current .......       2,155,635        1,248,888
  Deferred revenues ..........................       1,082,018          541,879
  Interest payable ...........................         124,768          295,152
  Due to related parties .....................          17,653          137,031
                                                  ------------     ------------
          Total current liabilities ..........       4,177,908        7,020,565

Construction costs payable - long-term .......       2,000,575        1,339,545
Discount First Mortgage Notes payable ........            --         57,040,000
Loan payable .................................      45,000,000             --
Term loan payable ............................      20,000,000             --
Other liabilities ............................         370,859          231,901
                                                  ------------     ------------
          Total liabilities ..................      71,549,342       65,632,011
                                                  ------------     ------------
Partners' deficit:
  General partners ...........................        (277,881)        (169,571)
  Limited partners ...........................     (14,696,373)      (3,973,693)
                                                  ------------     ------------
          Total partners' deficit ............     (14,974,254)      (4,143,264)
                                                  ------------     ------------
                                                  $ 56,575,088     $ 61,488,747
                                                  ============     ============

           See accompanying note to consolidated financial statements.
                                                                   


                                       3
<PAGE>


                                                              Chelsea Piers L.P.
                                                                  and Subsidiary
                                                              ------------------

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                  (Unaudited)
<TABLE>
<CAPTION>
                                                              Three months ended June 30,                 Six months ended June 30,
                                                                1997                 1996                 1997                 1996
                                                        ---------------------------------         ---------------------------------
<S>                                                     <C>                  <C>                  <C>                  <C>         
Revenues .......................................        $  8,134,026         $  5,124,200         $ 15,272,675         $  9,968,986 
                                                        ------------         ------------         ------------         ------------ 
Expenses:                                                                                                                           
  Operating expenses ...........................           4,158,498            3,101,863            7,648,479            5,905,200 
  Rent .........................................           2,511,729            2,168,689            4,976,636            3,935,054 
  General and administrative ...................           1,612,156            1,509,007            2,991,287            3,052,385 
                                                        ------------         ------------         ------------         ------------ 
      Total operating expenses .................           8,282,383            6,779,559           15,616,402           12,892,639 
                                                        ------------         ------------         ------------         ------------ 
      Operating loss ...........................            (148,357)          (1,655,359)            (343,727)          (2,923,653)
                                                                                                                                    
Other expense:                                                                                                             
 Interest expense - net.........................          (1,868,600)          (1,668,014)          (3,712,446)          (3,272,455)
 Financing costs ...............................          (3,417,177)            (116,360)          (3,533,536)            (232,719)
                                                        ------------         ------------         ------------         ------------ 
Loss before extraordinary item..................        $ (5,434,134)        $ (3,439,733)        $ (7,589,709)        $ (6,428,827)

Extraordinary item:
  Loss on early extinguishment of debt..........          (3,241,281)                --             (3,241,281)                --
                                                        ------------         ------------         ------------         ------------ 
Net loss .......................................        $ (8,675,415)        $ (3,439,733)        $(10,830,990)        $ (6,428,827)
                                                        ============         ============         ============         ============ 
</TABLE>


           See accompanying note to consolidated financial statements.



                                       4
<PAGE>



                                                              Chelsea Piers L.P.
                                                                  and Subsidiary
                                                              ------------------

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
  
                                (Unaudited)

                                                  Six months ended June 30,    
                                                  1997                1996     
                                            ----------------    ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss ................................   ($10,830,990)        ($ 6,527,772)
                                              --------------       -------------
Adjustments to reconcile net loss                                               
  to net cash provided by (used in)                                             
  operating activities:                                                         
                                                                                
  Depreciation .............................       420,917              259,007 
  Amortization .............................     7,143,837            6,949,939
  Decrease (increase) in:                                                       
    Accounts receivable ....................      (212,881)            (163,695)
    Inventory ..............................       (32,305)             (76,837)
    Due from related parties ...............          --                (43,153)
    Prepaid insurance ......................       287,723              236,434 
    Preopening costs .......................          --                (18,713)
    Deferred rent ..........................       (87,729)             (80,371)
    Other assets ...........................          --                  4,000 
                                                                                
Increase (decrease) in:                                                         
                                                                                
  Accounts payable and accrued expenses ....      (457,956)             (68,664)
  Deferred revenues ........................       540,139               45,235 
  Interest payable .........................      (170,384)             295,152 
  Due to related parties ...................      (119,378)                --   
  Other liabilities ........................       138,958               74,197 
                                              --------------       -------------
     TOTAL ADJUSTMENTS .....................     7,450,941            7,412,531 
                                              --------------       -------------
                                                                          
     NET CASH (USED IN) PROVIDED BY                                             
          OPERATING ACTIVITIES .............    (3,380,049)             884,759 
                                              --------------       -------------

CASH FLOWS FROM INVESTING ACTIVITIES:                                           
  Acquisition of equipment .................       (37,511)          (1,146,948)
  Increase in prepaid rent .................      (515,890)          (8,660,465)
                                              --------------       -------------
                                                                               
    NET CASH USED IN INVESTING                                    
      ACTIVITIES ...........................      (553,401)          (9,807,413)
                                              --------------       -------------
CASH FLOWS FROM FINANCING ACTIVITIES:                                           
  Payment of notes payable-partners .........    (3,541,825)               --
  Payment of Discounted First
    Mortgage Notes Payable ..................   (57,040,000)               --
  Proceeds of loans payable .................    65,000,000                --
  Financing costs ...........................      (729,026)               --
  Capital contributions from partners ......          --                963,889 
                                              --------------       -------------
     NET CASH PROVIDED BY                                                       
     FINANCING ACTIVITIES ..................     3,689,149              963,889 
                                              --------------       -------------
NET DECREASE IN CASH AND                                             
 CASH EQUIVALENTS ..........................      (244,301)          (7,958,765)
                                                                                
CASH AND CASH EQUIVALENTS,                                                      
 BEGINNING OF PERIOD .......................       308,971            8,128,625 
                                              --------------       -------------
CASH AND CASH EQUIVALENTS,                                                      
 END OF PERIOD .............................  $     64,670         $    169,860 
                                              ==============       =============

           See accompanying note to consolidated financial statements.


                                       5
<PAGE>


<PAGE>


                       CHELSEA PIERS, L.P. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

1.  BASIS OF PRESENTATION

     The  consolidated  financial  statements  include  the  accounts of Chelsea
Piers,  L.P. (the  "Partnership")  and its wholly-owned  subsidiary,  CP Funding
Corp. (collectively referred to as the "Company").  All significant intercompany
balances and transactions have been eliminated.

     The consolidated  financial statements are presented in accordance with the
requirements  of Form 10-Q and  regulation  210 of S-X and  consequently  do not
include all of the  disclosures  normally  made in an annual  Form 10-K  filing.
Accordingly,  the consolidated  financial  statements  included herein should be
reviewed in  conjunction  with the  consolidated  financial  statements  and the
footnotes  therein included within the Company's Annual Report on Form 10- K for
the year ending December 31, 1996.

     In the  opinion of  management,  the  accompanying  unaudited  consolidated
financial  statements  contain all  adjustments,  consisting of normal recurring
adjustments,  necessary to present fairly the financial  position as of June 30,
1997 and the results of its  operations  for the three and six months ended June
30,  1997 and 1996 and  statements  of cash flows for six months  ended June 30,
1997 and 1996. The foregoing  interim results are not necessarily  indicative of
the results of  operations  for a full year.  The December 31, 1996 amounts have
been derived from audited financial statements.

2.  DEBT REFINANCINGk

     On June 23, 1997,  the  Partnership  entered into a loan  agreement  with a
lender pursuant to which the Lender made a first mortgage loan of $45,000,000 to
the  Partnership.  Simultaneously  with this  loan  agreement,  the  Partnership
entered  into a loan  agreement  with  another  lender  for  $20,000,000.  These
proceeds were primarily used to retire the Company's  outstanding Discount First
Mortgage Notes payable.  The loss on early  extinguishment of debt of $3,241,000
is shown as an  extraordinary  item in the Company's  consolidated  statement of
operations.


                                       6
<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

     Results of Operations
     ---------------------

     Revenues  for  the  six  months  and  quarter  ended  June  30,  1997  were
approximately   $15,273,000  and  $8,134,000,   respectively,   as  compared  to
approximately  $9,969,000 and  $5,124,000  for the  comparable  periods in 1996.
Construction has been  substantially  completed and the various facilities began
operating in 1995 and early 1996, in addition to the property  management sector
which began  operations  in 1994.  The Roller  Rinks began  operating on July 1,
1995;  Sky Rink ceased  operations  at its West 33rd Street  location and opened
September 1, 1995 at its new  location;  operations  at the Field House  started
September 15, 1995; the Golf Club  commenced  operations in October 1995 and the
Sports Center opened February 1, 1996.  Start-up  revenues from these businesses
and existing operations  contributed to the increase in revenues of 53% and 59%,
respectively.

     Operating  expenses for the six months and quarter ended June 30, 1997 were
approximately   $7,648,000  and   $4,158,000,   respectively,   as  compared  to
approximately  $5,905,000 and $3,102,000 for the comparable periods in 1996. The
30% and 34%  increase is also due to the overall  increase  in  operating  costs
attributable to the expansion of the businesses at the Chelsea Piers.

     Rent  expense  for the six  months  and  quarter  ended  June 30,  1997 was
approximately  $4,977,000  and  $2,512,000,   respectively,   as  compared  with
approximately  $3,935,000 and $2,169,000 for the comparable periods in 1996. The
primary  reason  for the 26% and 16% rent  increase  for the six  months and the
quarter is due to higher  amortization of prepaid rent due to increased  capital
expenditures.

     General and  administrative  expenses for the six months and quarter  ended
June 30, 1997 were  approximately  $2,991,000 and $1,612,000,  respectively,  as
compared with approximately $3,052,000 and $1,509,000 for the comparable periods
in 1996. The general and administrative  expenses remained  relatively  constant
for these periods.

     Interest expense-net for the six months and quarter ended June 30, 1997 was
approximately $3,712,000 and $1,869,000, respectively, compared to approximately
$3,272,000 and  $1,668,000  for the comparable  periods in 1996. The increase in
interest  expenses  of 13%  and  12%,  respectively,  is  due  to a  compounding
amortization of bond discount.

     Financing  costs for the six months and  quarter  ended June 30,  1997 were
approximately $3,534,000 and $3,417,000,  respectively, compared to $233,000 and
$116,000  for the  comparable  periods  of 1996.  The  significant  increase  in
financing costs is due primarily to  non-capitalizable  loan restructuring costs
of  approximately  $3.2 million  incurred by the Company in June 1997 (see below
under Capital Resources and Liquidity).

     During the six months and quarter ended June 30, 1997, the Company incurred
an operating  loss of $344,000  and  $148,000,  respectively,  as compared to an
operating loss of  approximately  $2,924,000 and $1,655,000 for the same periods
in 1996.  After giving effect to the interest  expense on the  Company's  senior
indebtedness and financing costs, the Company's loss before  extraordinary items
for the six months and quarter ended June 30, 1997, was approximately $7,590,000
and  $5,434,000,  respectively,  as compared  to  approximately  $6,429,000  and
$3,440,000 for the  comparable  periods in 1996. The net loss for the six months
of  1997  was  approximately  $10,831,000  as  compared  to  $8,675,000  for the
comparable  period  in  1996.  The  first  six  months  of 1997 and 1996 are not
comparable because in 1996 the Company had not fully opened all of its principal
sports venues at the Chelsea Piers.  However, the Company generated an operating
loss  in  1997  because  of  the  significant  cost  of  the  indebtedness,  the
restructuring of its loans and the various components of the Company's business,
including the Golf Club,  the Sports  Center,  parking  operations and subtenant
restaurants  which are in the early  stages of  operation  and were  slower than
anticipated with business.




                                       7
<PAGE>


     Capital Resources and Liquidity
     -------------------------------

     The Company had significant  capital  requirements,  principally related to
the renovation of the Chelsea Piers,  the  construction  of  improvements at the
Chelsea Piers to house the Company's operations, and the costs to be incurred in
operating  and  marketing  the  Company's   businesses.   The  Company  budgeted
approximately   $60,370,000  as  its  capital  budget  for  the  renovation  and
construction  of  improvements  at the  Chelsea  Piers  and  for  marketing  and
financing  costs  related  thereto.  As is  common in large  scale  construction
projects,  certain elements of the Chelsea Piers construction  project have been
more costly than had been anticipated,  while others have been as costly or less
costly than anticipated,  and certain  expenditures for furniture,  fixtures and
equipment have been deemed appropriate that were not originally budgeted for. In
addition,  the Company's plans for the Field House component of the facility and
certain portions of the Sports Center at Chelsea Piers evolved in a way that the
Company believes will be advantageous to the overall  performance of the Chelsea
Piers business.  The cost of improvements  and  enhancements  has resulted in an
increase in the overall construction cost of the facility, which the Company has
funded  through  the  issuance  of   approximately   $11,850,000  in  additional
partnership  equity  interests in October,  1995. In January,  1996, the Company
received additional partnership equity of $964,000.

     In June  1994,  the  Company  was  capitalized  at an  aggregate  amount of
approximately  $61,957,000,  consisting of $16,950,000 of partners'  capital and
approximately  $45,007,000  of net  proceeds of discount  first  mortgage  notes
payable (the "Notes").  The Company's  agreements with the trustee for the Notes
provided for the release to the Company from time to time of the proceeds of the
Notes upon delivery to the trustee of certificates as to the application of such
proceeds to the payment of costs of improvements  at the Chelsea Piers,  and for
the  release  to the  Company  from time to time of the  proceeds  of the equity
contributions  of the  partners of the Company  upon  delivery to the trustee of
certificates  as to the application of such proceeds to the payment of marketing
and opening  expenses,  development  costs,  overhead and operating  expenses or
costs of issuance of the Notes.

     The Company began  principal  construction  of the Chelsea Piers complex in
July,  1994. As of December 31, 1995,  disbursements  from the Note proceeds had
been expended in its entirety.  In accordance  with the terms of the  Collateral
Trust  Agreement,  disbursements  were  made  to  cover  placement  fees,  title
insurance,  certain  architectural and engineering fees and construction  costs.
The Company utilized the proceeds from the partnership  equity offerings to fund
additional expenditures. In October, 1995, the Company issued additional limited
partner  interests  resulting  in  proceeds  to  the  Company  of  approximately
$12,814,000  (of which  approximately  $964,000  was  received by the Company in
January, 1996).

     The  principal  construction  of the  Chelsea  Piers  has  been  completed.
However,  the Company  continues to incur  significant  expenditures for capital
improvements.  The Company has an agreement with its general contractor, whereby
the Company is to pay  $500,000 in 1997 and  $1,200,000  in 1998 and $200,000 in
1999 relating  primarily to construction  services  previously  rendered by such
contractor at the Chelsea Piers.  The Company has also contracted for $2 million
in  new  electrical  service  infrastructure  at the  Chelsea  Piers  to  ensure
sufficient  capacity  for  present and future  needs.  This work must be done in
1997.  The Company  has  entered  into a payment  schedule  with the  electrical
contractor  which  obligates  the Company to make  payments of $437,000 in 1997,
$873,000  in 1998 and  $218,000  in 1999.  The  Company  has also  undertaken  a
substantial program of repair and maintenance of the pilings supporting its pier
structures with a budgeted cost of $500,000 - $600,000.



                                       8
<PAGE>


     As permitted by the  Indentures,  during 1996,  the Company  entered into a
demand  working  capital grid note with a bank,  with maximum  borrowings  up to
$1,000,000.  The note bears  interest of 2.5% above LIBOR and is  guaranteed  by
Roland W. Betts, the Chairman of Management.  In connection with the Refinancing
described  below,  all amounts  due under the capital  grid note were repaid and
such facility is no longer in place.

     The Company has incurred significant recurring losses from operations since
inception. For the year ended December 31, 1996, the Company reported a net loss
of  approximately  $13.8 million,  a working capital deficit of $5.7 million and
partners' deficit of $4.1 million.  Management  believes that the Company's poor
operating  results are primarily  attributable to the Project being in its early
stages of  operation.  The Company  has also  incurred  higher than  anticipated
capital expenditures in connection with the construction of the Project,  which,
together with the  recurring  losses from  operations,  has placed a significant
cash burden on the  Company.  The  proceeds of the issuance of the Notes and the
equity contributions of the partners of the Company have been expended,  and the
Company will depend upon improved  operations  and the reduction of its costs of
capital  to be able to  generate  the cash  flow the  Company  needs to meet its
obligations.  The  Company's  auditors  have raised  concern in their  Report of
Independent Certified Public Accountants,  a copy of which was included with the
Company's audited financial statements filed with the Company's Annual Report on
Form 10-K for the period ended  December 31, 1996,  regarding the ability of the
Company  to  continue  as a going  concern  in light of  recurring  losses  from
operations  suffered by the Company (see Note 2 to the Company's  1996 financial
statements).

     The Company was able to make the interest  payment due on the Notes on June
15, 1997, in a timely manner.

     On June 23, 1997, the Company entered into an agreement with the holders of
the Company's Notes whereby the Company  retired all the  outstanding  Notes and
paid an  aggregate  sum of  $60,458,175  to the  Noteholders.  A portion of such
indebtedness  was assigned to the Lender (as  hereinafter  defined).  CP Funding
Corp.  was  terminated  effective as of June 26, 1997 by filing a Certificate of
Dissolution  with  the  Secretary  of  State  of  the  State  of  Delaware.  The
Certificate of Dissolution has been filed as an exhibit to the Company's current
report on Form 8-K dated  July 3, 1997 and the terms  thereof  are  incorporated
herein by reference.

     On June 23, 1997,  Chelsea Piers L.P.  entered into a loan  agreement  with
Starwood Opportunity Fund IV, L.L.P. (the "Lender") pursuant to which the Lender
made a first mortgage loan of  $45,000,000 to Chelsea Piers L.P.  Simultaneously
with such loan agreement, an affiliate of Chelsea Piers L.P. entered into a loan
agreement with Republic National Bank for the principal sum of $20,000,000,  the
proceeds  of  which  were  used  to  repurchase  all  outstanding   bonds.   The
transactions  contemplated by the two loan agreements and the agreement with the
Noteholders are collectively referred to herein as the "Refinancing."

     In connection with the Refinancing,  the Company satisfied the indebtedness
evidenced by the Capital Expenditure Promissory Note and the Equipment Financing
Promissory  Note in favor of Roland W. Betts and Tom A.  Bernstein.  The Capital
Expenditure  Promissory  Note and the Equipment  Financing  Promissory Note were
filed as exhibits to the Company's annual report on Form 10-K for the year ended
December 31, 1996 and the terms thereof are incorporated herein by reference.

     The Company filed Form 15 -- Certificate and Notification of Termination of
Registration  under  Section  12(g) of the  Securities  Exchange Act of 1934, as
amended,  on July 3, 1997 with the Securities and Exchange Commission pursuant
to which the Company will cease  filing  periodic  reports  within 90 days after
such Form 15 filing.



                                       9
<PAGE>


                                    PART II.
                                OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.


               (a)  Exhibits:


    Exhibit 4  --   Instruments  defining  the  rights  of  security-holders  --
                    Incorporated  by reference to Exhibits  4.1,  4.2, 4.3, 4.4,
                    4.5,  4.6,  4.7  and  4.8 of the  Registrants'  registration
                    statement filed under the Securities Act of 1933, as amended
                    (no. 33-83762).

    Exhibit 10 --   Material  contracts -- 
                    Incorporated  by reference to Exhibits 10.1 through 10.23 of
                    the  Registrants'  registration  statement  filed  under the
                    Securities Act of 1933, as amended (no. 33-83762).

                    Material contracts --
                    Incorporated   by   reference   to  Exhibit   10.24  of  the
                    Registrant's  Current  Report on Form 8-K dated  October 30,
                    1996.

                    Material  contracts --
                    Incorporated by reference to Exhibits 10.25 and 10.26 of the
                    Registrant's  Annual  Report on Form 10-K for the year ended
                    December 31, 1996.

               (b)  Form 8-K dated July 3, 1997
                    Form 15 dated July 3, 1997




                                       10
<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the  undersigned
thereunto duly authorized.

                                       CP FUNDING CORP.


                                       By: /s/ Tom A. Bernstein
                                           -------------------------------
                                           Tom A. Bernstein, President



                                       CHELSEA PIERS L.P.
                                       A New York limited partnership


                                       By: Chelsea Piers Management, Inc.,
                                           Managing General Partner


Date:  August 12, 1997                By: /s/ Tom A. Bernstein
                                           -------------------------------
                                           Tom A. Bernstein, President





                                       11
<PAGE>