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 March 31, 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 March 31, 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 March 31, 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

                                                    March 31,       December 31,
                                                      1997              1996
                                                  ------------     ------------
                                                   (Unaudited)
ASSETS
Current:
  Cash and cash equivalents ..................    $    492,946     $    308,971
  Accounts receivable ........................         622,634          317,853
  Inventory ..................................         130,133          101,531
  Prepaid insurance ..........................         496,455          640,317
                                                  ------------     ------------
         Total current assets ................       1,742,168        1,368,672

Property and equipment, at cost less
  accumulated  depreciation of
  $1,420,194 and $1,214,776 respectively .....       2,314,802        2,482,708
Prepaid rent .................................      50,339,833       52,185,238
Financing costs, less accumulated
  amortization of $1,301,842 and
  $1,185,483 respectively ....................       3,417,177        3,533,536
Deferred rent ................................       1,753,441        1,708,743
Other assets .................................         209,850          209,850
                                                  ------------     ------------
                                                  $ 59,777,271     $ 61,488,747
                                                  ============     ============
LIABILITIES AND PARTNERS' EQUITY
Current:
  Notes payable - partners ...................       1,241,825        3,541,825
  Notes payable - bank .......................         900,000             --
  Accounts payable and accrued expenses ......         936,171        1,255,790
  Construction costs payable - current .......       1,248,888        1,248,888
  Deferred revenues ..........................       1,062,239          541,879
  Interest payable ...........................       2,066,065          295,152
  Due to related parties .....................          16,184          137,031
                                                  ------------     ------------
          Total current liabilities ..........       7,471,372        7,020,565

Construction costs payable - long-term .......       1,339,545        1,339,545
Discount First Mortgage Notes payable ........      57,040,000       57,040,000
Other liabilities ............................         225,193          231,901
                                                  ------------     ------------
          Total liabilities ..................      66,076,110       65,632,011
                                                  ------------     ------------
Partners' equity (deficit):
  General partners ...........................        (191,127)        (169,571)
  Limited partners ...........................      (6,107,712)      (3,973,693)
                                                  ------------     ------------
          Total partners' equity .............      (6,298,839)      (4,143,264)
                                                  ------------     ------------
                                                  $ 59,777,271     $ 61,488,747
                                                  ============     ============

           See accompanying note to consolidated financial statements.
                                                                   


                                       3
<PAGE>


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

                      CONSOLIDATED STATEMENT OF OPERATIONS

                                          Three months ended  Three months ended
                                              March 31, 1997     March 31, 1996
                                                 -----------        ----------- 

Revenues .................................     $ 7,138,649        $ 4,844,786
                                               -----------        ----------- 
Expenses:
  Operating expenses .....................       3,489,981          2,803,337
  Rent ...................................       2,464,907          1,766,365
  General and administrative .............       1,379,131          1,543,378
                                               -----------        ----------- 
     Total operating expenses ............       7,334,019          6,113,080
                                               -----------        ----------- 
     Operating loss ......................        (195,370)        (1,268,294)

Other income (expense):
  Interest income ........................           3,297             63,055
  Interest expense .......................      (1,847,143)        (1,667,496)
  Financing costs ........................        (116,359)          (116,359)
                                               -----------        ----------- 
Net loss .................................     $(2,155,575)       ($2,989,094)
                                               ===========        =========== 


           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, 1997 ..........   $  (169,571)    (3,973,693)   $(4,143,264)

Net loss - three months 1997 ......       (21,556)    (2,134,019)    (2,155,575)
                                      -----------    -----------    -----------
Balance, March 31, 1997 ...........   $  (191,127)   $(6,107,712)   $(6,298,839)
                                      ===========    ===========    ===========


           See accompanying note to consolidated financial statements.



                                       5
<PAGE>


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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                         Three months ended  Three months ended
                                             March 31, 1997      March 31, 1996
                                               -----------          -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss ..................................   $(2,155,575)     $(2,989,094)
                                                -----------      -----------
Adjustments to reconcile net loss
  to net cash provided by (used in)
  operating activities:

  Depreciation ..............................       205,417          108,060
  Amortization ..............................     1,890,735        3,485,084
  Decrease (increase) in:
    Accounts receivable .....................      (304,781)         (56,138)
    Due from related entity .................          --            (42,163)
    Inventory ...............................       (28,602)            --
    Prepaid insurance .......................       143,862          131,352
    Preopening costs ........................          --            (12,047)
    Deferred rent ...........................       (44,698)         (40,186)
    Other assets ............................          --              4,000

Increase (decrease) in:

  Accounts payable and accrued expenses .....      (319,619)         (61,158)
  Deferred revenues .........................       520,360           (4,510)
  Interest payable ..........................     1,770,913             --
  Due to related parties ....................      (120,847)            --
  Other liabilities .........................        (6,708)          98,077
                                                -----------      -----------
     TOTAL ADJUSTMENTS ......................     3,706,032        3,610,371
                                                -----------      -----------
     NET CASH PROVIDED BY
          OPERATING ACTIVITIES ..............     1,550,457          621,277
                                                -----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of equipment ..................       (37,511)        (881,637)
  Decrease (increase) in prepaid rent .......        71,029       (3,430,968)
  Accrued construction costs-current ........          --         (2,352,876)
                                                -----------      -----------
    NET CASH PROVIDED BY (USED IN)
      INVESTING ACTIVITIES ..................        33,518       (6,665,481)
                                                -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Notes payable-partners ...................    (2,300,000)            --
   Notes payable-bank .......................       900,000             --
  Capital contributions from partners .......          --            963,889
                                                -----------      -----------
     NET CASH (USED IN) PROVIDED BY
      FINANCING ACTIVITIES ..................    (1,400,000)         963,889
                                                -----------      -----------
NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS ...........................       183,975       (5,080,315)

CASH AND CASH EQUIVALENTS,
 BEGINNING OF PERIOD ........................       308,971        8,128,625
                                                -----------      -----------
CASH AND CASH EQUIVALENTS,
 END OF PERIOD ..............................   $   492,946      $ 3,048,310
                                                ===========      ===========


                                                                              
           See accompanying note to consolidated financial statements.


                                       6
<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 March 31,
1997 and the results of its operations for the three months ended March 31, 1997
and 1996 and  statements of cash flows for three months ended March 31, 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.



                                       7
<PAGE>


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

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

     Revenues  for the three  months  ended  March 31,  1997 were  approximately
$7,139,000 as compared to approximately  $4,845,000 for the comparable period 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 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 47%.

     Operating  expenses  for  the  three  months  ended  March  31,  1997  were
approximately  $3,490,000  as  compared  to  approximately  $2,804,000  for  the
comparable  period in 1996. The 24% increase is also due to the overall increase
in operating costs attributable to the expansion of the business.

     Rent expense for the three  months  ended March 31, 1997 was  approximately
$2,465,000 as compared with  approximately  $1,766,000 for the comparable period
in 1996.  The primary  reason for the 40% overall rent increase is due to higher
amortization of prepaid rent due to additional  capital  expenditures.

     General and  administrative  expenses  for the three months ended March 31,
1997 were approximately $1,379,000 as compared with approximately $1,543,000 for
the comparable period in 1996. The decrease of 11% in general and administrative
expenses is attributable to a decrease in expenses in general.

     Interest income for the three months ended March 31, 1997 was approximately
$3,000 compared to approximately  $63,000 for the comparable period in 1996. The
decrease in interest income is due to a decline in the cash balance for 1997.

     Interest   expense  for  the  three   months   ended  March  31,  1997  was
approximately $1,847,000 compared to approximately $1,667,000 for the comparable
period  in  1996.  The  increase  is due to  compounding  amortization  of  bond
discount.

     During the three  months  ended March 31,  1997,  the  Company  incurred an
operating  loss of $195,000,  as compared to an operating loss of $1,268,000 for
the first calendar  quarter of 1996.  After giving effect to interest expense on
the Company's  senior  indebtedness  and other items of income and expense,  the
Company's  net loss for the period  ended  March 31,  1997,  was  $2,156,000  as
compared to $2,989,000 for the first quarter of 1996. The first quarters 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 because of the significant  cost of the indebtedness
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.



                                       8
<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 $1,200,000 in 1997 and $700,000 in 1998 relating primarily
to construction  services  previously rendered by such contractor at the Chelsea
Piers. The Company has temporarily suspended payments to such contractor, due to
the cash  constraints  described  below.  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 $962,000 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 $300,000 - $500,000.


                                       9
<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 January,  1997,  the Company
borrowed  $900,000 under the terms of such grid note and applied the proceeds to
make permitted prepayments under the Promissory Notes (as hereinafter defined).

     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 is seeking to refinance its long term  indebtedness to
reduce the interest costs that the Company is currently incurring, but there can
be no  assurance  that  the  Company  will be  successful  in that  effort.  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
December  16,  1996,  in a  timely  manner  using  the  proceeds  of  additional
indebtedness  permitted under the Indentures and advanced by Roland W. Betts and
Tom A. Bernstein. Such financing is described below. The Company expects that in
the absence of the availability of additional  financing or the reduction of the
interest costs associated with its long term debt, the Company will not have the
resources  to make its interest  payments  due June 15, 1997,  in respect of the
Notes.  There  is no  assurance  that  any  such  additional  financing  will be
available at that time.

     In December, 1996, Roland W. Betts and Tom A. Bernstein (collectively,  the
"Holder"),  principals  of  Management,  the  general  partner  of the  Company,
advanced to the Company the following amounts evidenced by two promissory notes.
The Company executed (i) a promissory note (the "Capital Expenditures Promissory
Note"), in favor of the Holder,  dated as of December 16, 1996, in the principal
amount of  $1,951,623.17;  and (ii) a promissory note (the "Equipment  Financing
Promissory  Note"; and together with the Capital  Expenditures  Promissory Note,
the "Promissory  Notes"), in favor of the Holder, dated as of December 16, 1996,
in the principal amount of  $1,590,201.83.  The Company used the proceeds of the
Promissory Notes to make its December, 1996 interest payment under the Notes.

     As  permitted  by the terms of the  Indentures,  the  Capital  Expenditures
Promissory Note represents an amount loaned to the Company in respect of certain
capital  expenditures  undertaken  by the Company.  Pursuant to the terms of the
Indentures,  to secure the  obligations  of the Company to the Holder  under the
Capital Expenditures  Promissory Note, the Company has granted a second priority
lien and security interest in certain non-real estate collateral of the Company,
subject and subordinate in all respects to the security  interest granted to the
Trustee  under the  Collateral  Documents  (as each such term is  defined in the
Indentures).


                                       10
<PAGE>


     As  permitted  by the  terms of the  Indentures,  the  Equipment  Financing
Promissory  Note  represents  an amount  loaned to the Company in respect of the
cost of  equipment  described  on a schedule  attached to such  promissory  note
("Equipment"),  acquired by the Company  within the twelve month period prior to
December  16,  1996.  Pursuant  to the terms of the  Indentures,  to secure  the
obligations  of  the  Company  to  the  Holder  under  the  Equipment  Financing
Promissory  Note,  the Company has granted a first  priority  lien and  security
interest  in  all  rights,  title  and  interest  of the  Company  in and to the
Equipment,  subject and  subordinate  in all respects to the  security  interest
granted to the  Trustee  under the  Collateral  Documents  (as each such term is
defined in the Indentures).

     The Company may prepay the  principal  amount of each  Promissory  Note, in
whole or part, at any time without  penalty.  As of March 31, 1997,  the Company
made an aggregate  payment of $2,300,000  under the Promissory  Notes.  As funds
become  available in the future,  the Company  intends to repay the  outstanding
balance due on the Promissory Notes. The balance of $900,000 due under the terms
of the grid note mentioned above remains outstanding.

     Each Promissory  Note matures on the fifth  anniversary of the date of such
promissory note (the "Maturity  Date") and each Promissory Note accrues interest
at a rate per annum equal to 12.5%,  compounded quarterly ("Interest Rate"). All
accrued and unpaid interest will be due and payable  commencing on April 1, 1997
and on each January 1, April 1, July 1 and October 1 thereafter. The Company has
the right under each Promissory Note to defer its interest  payment  obligations
for any calendar quarter until the Maturity Date without penalty;  provided that
interest on such  Promissory  Note  continues  to accrue at the  Interest  Rate.
Pursuant to the terms of the Capital  Expenditures  Promissory Note, the Company
will not be required to make a principal  payment in respect of such  promissory
note in an amount in excess of two million  dollars in any  calendar  year if at
the time of such payment the Indentures remain in full force and effect.

     The  terms of each  Promissory  Note  require  that they be  construed  and
applied  so as to be  consistent  with,  and not to result  in a default  by the
Company under, the terms and conditions of the Indentures.

     A copy of the Capital Expenditure Note and the Equipment Note were attached
as Exhibit 10.25 and Exhibit 10.26  respectively 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.


                                       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).

                    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)  The  Company did not file any reports on Form 8-K during the
                    quarter ended March 31, 1997


                                       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:  May 14, 1996                   By: /s/ Tom A. Bernstein
                                           -------------------------------
                                           Tom A. Bernstein, President




                                       12
<PAGE>