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 September 30, 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:  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 September 30, 1996

                 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 September 30, 1996 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

                                                 September 30,     December 31, 
                                                    1996               1995
                                                 ------------      ------------
                                                 (Unaudited)
ASSETS
Current:
  Cash and cash equivalents .................    $ 1,050,534       $  8,128,625
  Accounts receivable .......................        447,422            163,134
  Inventory .................................         86,736               --
  Prepaid insurance .........................        784,178            306,488
  Due from related entity ...................         40,644             43,190
  Preopening costs, at cost less                                
   accumulated amortization of                                  
   $694,937 and $93,122, respectively .......        140,726            723,420
                                                ------------       ------------
         Total current assets ..............      2,550,240           9,364,857
                                                                
Property and equipment, at cost less                            
  accumulated  depreciation of                                  
  $831,663 and $380,287, respectively .......      2,715,826          1,949,101
Prepaid rent ................................     53,596,809         49,893,481
Financing costs, less accumulated                               
  amortization of $1,066,538 and                                  
  $713,581, respectively ....................      3,652,481          4,005,438
Deferred rent ...............................      1,363,558          1,243,001
Other assets ................................        209,850            213,850
                                                ------------       ------------
                                                $ 64,088,764       $ 66,669,728
                                                ============       ============
LIABILITIES AND PARTNERS' EQUITY                                
Current:                                                        
  Interest payable ..........................   $  2,066,064               --
  Accounts payable and accrued expenses .....      1,553,806       $    860,916
  Accrued construction costs-short term .....      1,300,000          2,352,876
  Deferred revenues .........................        725,863            504,067
  Loan payable - short term .................        200,000                --
                                                ------------       ------------
          Total current liabilities .........      5,845,733          3,717,859

Accrued construction costs-long term  .......      1,200,000               --  
Discount First Mortgage Notes payable .......     57,040,000         53,986,925
Other liabilities ...........................        427,460            295,250
                                                ------------       ------------
          Total liabilities .................     64,513,193         58,000,034
                                                ------------       ------------
Partners' equity (deficit):

  General partners ..........................       (131,383)          (31,803)
  Limited partners ..........................       (292,046)         8,701,497
                                                ------------       ------------
          Total partners' (deficit) equity ..       (424,429)         8,669,694
                                                ------------       ------------
                                                $ 64,088,764       $ 66,669,728
                                                ============       ============

           See accompanying note to consolidated financial statements.


                                       3
<PAGE>


                               CHELSEA PIERS L.P.
                                 AND SUBSIDIARY
                               ------------------

                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                  Three months ended Sept. 30,              Nine months ended Sept. 30,
                                                    1996                 1995                 1996                 1995
                                            ---------------------------------         ---------------------------------
<S>                                         <C>                  <C>                  <C>                  <C>         
       Revenues .....................       $  5,840,095         $  1,387,419         $ 15,809,081         $  4,312,957
                                            ------------         ------------         ------------         ------------
                                        
       Expenses:                        
         Operating expenses .........          3,432,195            1,187,795            9,337,395            3,090,905
         Rent .......................          2,329,102            1,709,754            6,264,156            5,220,102
         General and administrative .          1,818,359              743,272            4,870,744            2,377,001
                                            ------------         ------------         ------------         ------------
                                        
             Total operating expenses          7,579,656            3,640,821           20,472,295           10,688,008
                                            ------------         ------------         ------------         ------------
                                        
             Operating loss .........         (1,739,561)          (2,253,402)          (4,663,214)          (6,375,051)
                                        
       Other income (expense):          
        Interest income .............              1,527              265,205               81,299            1,418,269
        Interest expense ............         (1,770,913)          (1,584,948)          (5,123,140)          (4,541,018)
        Financing costs .............           (120,239)            (118,945)            (352,957)            (352,867)
                                            ------------         ------------         ------------         ------------
                                        
       Net loss .....................       $ (3,629,186)        $ (3,692,090)        $(10,058,012)        $ (9,850,667)
                                            ============         ============         ============         ============ 
                                                  

</TABLE>


           See accompanying note to consolidated financial statements.


                                       4
<PAGE>


                               CHELSEA PIERS L.P.
                                 AND SUBSIDIARY
                               ------------------


              CONSOLIDATED STATEMENT OF PARTNERS' EQUITY (DEFICIT)

                                        General       Limited
                                        Partners      Partners        Total     
                                      -----------    -----------    -----------

Balance, January 1, 1996 ..........      ($31,803)   $ 8,701,497    $ 8,669,694

Partners' capital contribution ....          --          963,889        963,889

Net loss - nine months 1996 .......       (100,580)   (9,957,432)   (10,058,012)
                                       -----------    -----------    -----------
Balance, September 30, 1996 .......   $   (132,383)  $  (292,046)   $  (424,429)
                                       ===========    ===========    ===========


           See accompanying note to consolidated financial statements.



                                       5
<PAGE>

                               CHELSEA PIERS L.P.
                                 AND SUBSIDIARY
                               ------------------

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                  Nine months ended Sept. 30, 
                                                   1996                1995     
                                            ----------------    ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss ................................. $(10,058,012)         $ (9,850,667)
                                             ------------          ------------ 
                                                                             
Adjustments to reconcile net loss                                               
  to net cash provided by (used in)                                             
  operating activities:                                                         
                                                                                
  Depreciation and amortization ............    9,352,129             8,672,706 
  Decrease (increase) in:                                                       
    Accounts receivable ....................     (284,288)             (576,294)
    Inventory ..............................      (86,736)                 --   
    Due from related entity ................        2,546                10,536 
    Prepaid insurance ......................     (477,690)             (321,810)
    Preopening costs .......................      (19,121)                 --   
    Other current assets ...................         --                (548,434)
    Deferred rent ..........................     (120,557)             (572,457)
    Other assets ...........................        4,000               243,594
                                                                                
Increase (decrease) in:                       
  Interest payable .........................    2,066,064                  --   
  Accounts payable and accrued expenses ....      692,890               500,796 
  Accrued construction costs-short term ....   (1,052,876)                 --   
  Deferred revenues ........................      221,796               805,372 
  Accrued construction costs-long term .....    1,200,000                  --   
  Other liabilities ........................      132,210                34,481 
                                             ------------          ------------ 
                                                                                
     TOTAL ADJUSTMENTS .....................   11,630,367             8,248,490 
                                             ------------          ------------ 
                                                                                
     NET CASH PROVIDED BY (USED IN)                                             
          OPERATING ACTIVITIES .............    1,572,355            (1,602,177)
                                             ------------          ------------ 
                                                                                
CASH FLOWS FROM INVESTING ACTIVITIES:                                           
  Acquisition of equipment .................   (1,218,101)             (809,069)
  Increase in prepaid rent .................   (8,596,234)          (34,435,123)
  Reduction of restricted cash .............         --              36,903,105 
                                             ------------          ------------ 
                                                                                
    NET CASH PROVIDED BY (USED IN) INVESTING                                    
      ACTIVITIES ...........................   (9,814,335)            1,658,913 
                                             ------------          ------------ 
                                                                                
CASH FLOWS FROM FINANCING ACTIVITIES:                                           
  Loan payable - short term ................      200,000                  --   
  Capital contributions from partners ......      963,889                  --   
                                             ------------          ------------ 
                                                                                
     NET CASH PROVIDED BY                                                       
     FINANCING ACTIVITIES ..................    1,163,889                  --   
                                             ------------          ------------ 
                                              
NET INCREASE (DECREASE) IN CASH AND         
 CASH EQUIVALENTS ..........................   (7,078,091)               56,736
                                            
CASH AND CASH EQUIVALENTS,                  
 BEGINNING OF PERIOD .......................    8,128,625               381,085
                                             ------------          ------------ 
                                            
CASH AND CASH EQUIVALENTS,                  
 END OF PERIOD ............................. $  1,050,534          $    437,821
                                             ------------          ------------ 

                                                                              
           See accompanying note to consolidated financial statements.

                                       6
<PAGE>


                       CHELSEA PIERS L.P. AND SUBSIDIARY

                    NOTE TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

ITEM 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  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, 1995.

     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 September
30, 1996 and the results of its  operations for the three months and nine months
ended  September  30,  1996 and 1995 and  statements  of cash flows for the nine
months ended September 30, 1996 and 1995. The foregoing  interim results are not
necessarily  indicative  of the  results  of  operations  for a full  year.  The
December 31, 1995 amounts have been derived from audited financial statements.



                                       7
<PAGE>


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

     Results Of Operations
     ---------------------

     Revenues  for the nine months and  quarter  ended  September  30, 1996 were
approximately   $15,809,000  and  $5,840,000,   respectively,   as  compared  to
approximately  $4,313,000 and  $1,387,000  for the  comparable  periods in 1995.
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.  Revenues  from these  businesses  and
existing operations contributed to the increase in revenues.

     Operating expenses for the nine months and quarter ended September 30, 1996
were  approximately  $9,337,000  and  $3,432,000,  respectively,  as compared to
approximately  $3,091,000 and $1,188,000 for the comparable periods in 1995. The
increase is due to the  commencement of operations of the various  businesses at
the Chelsea Piers.

     Rent expense for the nine months and quarter  ended  September 30, 1996 was
approximately  $6,264,000  and  $2,329,000,   respectively,   as  compared  with
approximately  $5,220,000 and $1,710,000 for the comparable periods in 1995. The
increase  of 20% for  the  nine  months  in rent  expense  is due to the  higher
amortization of prepaid rent due to increased capital expenditures.

     General and  administrative  expenses for the nine months and quarter ended
September 30, 1996 were approximately  $4,871,000 and $1,818,000,  respectively,
as compared  with  approximately  $2,377,000  and  $743,000  for the  comparable
periods  in 1995.  The  increase  of 105% for the nine  months  in  general  and
administrative expenses is attributable to advertising and marketing expense and
other expenses due to the commencement of the businesses.

     Interest  income for the nine months and quarter  ended  September 30, 1996
was approximately  $81,000 and $2,000,  respectively,  compared to approximately
$1,418,000  and $265,000  for the  comparable  periods in 1995.  The decrease in
interest income is due to a declining  average cash balance for 1996 compared to
1995.

     Interest  expense for the nine months and quarter ended  September 30, 1996
was  approximately  $5,123,000  and  $1,771,000,  respectively,  as  compared to
approximately  $4,541,000 and $1,585,000 for the comparable periods in 1995. The
increase is due to compounding amortization of bond discount.

     During the nine months and quarter ended  September  30, 1996,  the Company
incurred  an  operating  loss  of   approximately   $4,663,000  and  $1,740,000,
respectively,  as compared to an operating loss of approximately  $6,375,000 and
$2,253,000  for the same periods in 1995.  After giving effect to the accrual of
interest  on the  Company's  senior  indebtedness  and other items of income and
expense,  the  Company's  net loss for the period nine months and quarter  ended
September 30, 1996, was approximately  $10,058,000 and $3,629,000 as compared to
approximately  $9,851,000  and $3,692,000 for the same periods in 1995. The nine
months of 1996 and 1995 are not  comparable  because in 1995 the Company had not
opened any of its principal sports venues at the Chelsea Piers.





                                       8
<PAGE>



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

     In June  1994,  the  Company  was  capitalized  at an  aggregate  level  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
provides 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. 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  terms of the  Notes  provide  that the  Notes  will  accrete  to their
principal  amount at maturity  over the period  from the date of their  issuance
until June 15, 1996, at which time interest will begin to accrue on a basis that
is payable  semiannually  commencing December 15, 1996. The Company expects that
it will be unable to make the  December  15,  1996  interest  payment due on the
Notes and the B Notes (as  hereinafter  defined)  out of  operating  revenues or
current  reserves  and will depend upon  significant  additional  debt or equity
financing in order to make such  payment.  The Company is  evaluating  financing
options.  However,  there is no assurance that additional  financing will become
available to the Company in the amounts or within the time  required to make the
December 15, 1996 interest payment due on the Notes and the B Notes.

     The Company has had significant capital  requirements,  principally related
to the renovation of the Chelsea Piers 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 have 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 additional partnership equity interests in October, 1995.

     Substantially all of the component parts of the Chelsea Piers facility have
been  completed and the Sky Rink,  Roller Rinks,  Field House,  and Golf Club at
Chelsea Piers are operational.  Operations of the Sports Center at Chelsea Piers
began on February 1, 1996.  Construction of certain space initially  planned for
soundstage  facilities and  construction  of the Pier 60 restaurant  facility is
likely to be  deferred  until after  December  1996.  The  Company has  recently
entered into a lease with AMF Bowling  Centers,  Inc. to construct and operate a
bowling  center,  consisting of not less than 36 bowling lanes,  on a portion of
Pier 60. Construction of the bowling center is expected to commence by February,
1997,  with a scheduled  opening of the bowling  center  expected by  September,
1997.

     The principal  sources of liquidity  for the Company have  consisted of the
proceeds  of the Notes  and the  equity  contributions  of the  partners  of the
Company.  Substantially all of such proceeds have been expended or committed for
expenditure in connection with the renovation and  construction of the Company's
facilities at the Chelsea Piers.


                                       9
<PAGE>



     The  Company  will  depend in the future for its  liquid  resources  on the
results  of  operations  of the  Company's  business  and  the  availability  of
additional  financing.  The Company  expects  that it will be unable to make the
December 15, 1996 payment of interest due on the Notes out of operating revenues
or current  reserves  without the  infusion of  significant  additional  debt or
equity  to fund  such  payment  on the Notes  and the B Notes.  The  Company  is
currently evaluating opportunities for refinancing its existing indebtedness and
expects to commence discussions with holders of the Notes and the B Notes in the
near future with a view to refinancing such Notes and B Notes.

     Upon  evaluation  by  Management  of the  Company's  levels  and  trends of
revenues and expenses that  Management  considered most likely to occur over the
coming  months,  Management  of the  Company  also  concluded  that the  Company
required  a change in the terms of its Lease  ("Lease"),  dated  June 24,  1994,
between the Company and the  Commissioner  of the  Department of  Transportation
with respect to the lease of premises  known as Piers 59, 60, 61 and 62, located
in the Borough of Manhattan,  County of New York, City and State of New York, in
order to remain in compliance with the terms of its existing  indebtedness,  and
that  ultimately,  the Company will need to refinance the Notes with  lower-cost
indebtedness.  On October 22,  1996,  the Company  and the  Commissioner  of the
Department of Transportation executed an amendment ("Lease Amendment"), dated as
of June 30, 1996, to the Lease with respect to the lease of the above-referenced
premises.  A copy of the Lease  Amendment was filed as Exhibit 10.24 to the Form
8-K filed by the Company with the Securities and Exchange  Commission on October
30, 1996.

     The Lease Amendment provides, among other changes, for the following:

     1. Term.  Extension  options that extend the maximum  potential term of the
Lease to 48 years and 11 months,  subject to renewal at ten year intervals based
upon  satisfaction  of the same kinds of  requirements  as are applicable at the
time of renewal of the Lease at year ten.

     2. Rent. (a) 75% of the amount that would  otherwise  constitute  base rent
payable for the period July 1, 1996  through June 30, 1998 and 50% of the amount
that would  otherwise  constitute  base rent payable for the period July 1, 1998
through  June 30,  1999 will be paid in either (x) a single  lump sum on July 1,
2001 or (y) in monthly  installments  over 10 years with  interest on the unpaid
amount accruing at a rate of 5% per annum.

     (b)  Beginning  in year 21, the base rent for each year will be the greater
of (i)  base  rent for the 20th  year  adjusted  every  two  years  based on the
Consumer Price Index ("CPI")  (provided no CPI  adjustment  will exceed 3.5% per
year),  and (ii) the base rent for the 20th  year  plus (x) 3% of the  Company's
gross  revenues  from the premises that exceed $60 million but are less than $90
million,  plus (y) 3.5% of the Company's  gross  revenues from the premises that
exceed $90 million but are less than $100 million,  plus (z) 4% of the Company's
gross revenues from the premises that exceed $100 million.

     3. PILOT Payments. The Company would be responsible for payments in lieu of
taxes  ("PILOT") to New York City starting in year 21. Years 21 through 26 would
constitute  the PILOT  phase-in  period  during  which the Company  would pay an
escalating  percentage of the applicable PILOT payment,  plus,  during each such
year,  an amount  equal to 50% of the  amount  that would  otherwise  constitute
available cash of the Company as of the end of the applicable fiscal year of the
Company up to a maximum  aggregate  amount for all  payments in such year of the
full  applicable  PILOT  payment for such year.  By year 27 the Company will pay
100% of the applicable  PILOT due.  Provision is made for payment by the Company
of the PILOT obligation that is not due in years 21-26 because of the phase-in.



                                       10
<PAGE>


     Since  construction of  substantially  all of the components of the Chelsea
Piers facility has been  completed,  the Company plans to undertake only certain
specific capital  expenditures in the future.  The Company  anticipates that the
cost of  construction  of  these  improvements  will  be  financed  through  the
Company's  operating  cash flow or through  leasehold  improvement  financing if
available.  Other than the planned construction of these facilities, the Company
expects  that its  expenditures  will for the  foreseeable  future be limited to
maintenance  and repairs of existing  facilities  that will be financed from the
Company's operating cash flow.

     In addition to the obligation of the Company to pay current interest on the
Notes,  beginning in December,  1996, the Company is obligated to pay additional
interest  to  holders  of a series of the Notes  denominated  "Series B" (the "B
Notes").  The amount of such additional  interest is calculated as 36.34% of the
Company's  distributable  cash for each  semiannual  period  beginning  with the
semiannual  period ending December 31, 1994. The Company was not required to pay
additional  interest  with  respect to the B Notes for the first nine  months of
1996.  The Company  expects that it will be unable to make the December 15, 1996
payment of  interest  due on the B Notes out of  operating  revenues  or current
reserves  without the infusion of significant  additional debt or equity to fund
such payment on the B Notes.



                                       11
<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).

          (b)  The  Company  did not file any reports on Form 8-K
               during the quarter ended  September 30, 1996.  The
               Company  filed a report on Form 8-K on October 30,
               1996  relating  to  the  execution  of  the  Lease
               Amendment a copy of which was attached  thereto as
               Exhibit 10.24.




                                       12
<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:  November 13, 1996               By: /s/ Tom A. Bernstein
                                           -------------------------------
                                           Tom A. Bernstein, President







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